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Home My Public Portal AboutResolution 1530RESOLUTION NO. 15 3 0 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A FIRST AMENDED AND RESTATED DECLARATION OF TRUST WHEREAS, the Village of Plainfield (the "Agency "), desires to participate in the joint investment of certain of its funds in accordance with the Constitution and laws of the State of Illinois (the "State "); WHEREAS, Section 10 of Article VII of the Constitution of the State provides that the State shall encourage intergovernmental cooperation and use its technical and fmancial resources to assist intergovernmental activities among its units of local government; WHEREAS, the Intergovernmental Cooperatian Act, as amended (the "Cooperation Act "), provides a staiutory framework that supplements the constitutional grant of intergovernmental cooperation powers found in said Section 10 of Article VII; WHEREAS, Section 3 of the Cooperation Act provides that "[a]ny paver nr powers, privileges, fiuictions, or authority exercised oz which may be exercised by a public agency of [the] State may be exercised, combined, transferred, and enjoyed jointly with any other public agency of [the] State ... except where specifically and expressly prohibited by law"; WHEREAS, Section 5 of the Cooperatian Act, provides that any one or more public agencies may contract with any one ar more other public agencies to perform any governmental service, activity or undertaking which any of the public agencies entering iota the contract is authorized by law to perform, provided that such contract shall be authorized by the governing body of each party of the contract; WHEREAS, such contract shall set forth fully the purposes, powers, rights, objectives and responsibilities of the contracting parties; WHEREAS, Section I-1-5 of the Illinois Municipal Code, as amended (the "Municipal Cade "), provides among other things, that the corporate authorities of each municipality may exercise jointly, with one or more other municipal corporations or governmental subdivisions or districts, all of the powers set forth in the Municipal Code; WHEREAS, Section 3.I-35-50 of the Municipal Code provides, among other things, that each municipal treasurer is permitted to join with other municipal treasurers or municipalities for the purpose of investing the municipal funds of which the treasurer has custody; W~REAS, pursuant to a Declaration of Trust, dated as of September 1, 1995 (the "original Declaration ") certain municipal treasurers entered into an agreement establishing the Illinois Metropolitan Investment Fund (the "Fund "), for the purpose of combining their respective available investment funds so as to enhance the investment opportunities available to them and increase the investment earnings accruing to the benef t of the respective municipalities on behalf of which they acted, pursuant to the aforementioned constitutional and statutory authority; WHEREAS, the Original Declaration was amended and restated by adoption of that certain. First Amended and Restated Declaration of Trust, dated as of July 1, 1996 and incorporating amendments dated January 28, 1999, January 27, 2000 and March 22, 2002 (the Original Declaration, as amended by the Amended and Restated Declaration of Trust, hereinafter referred to as the "Declaration of Trust'); WAEREAS, the Fund's assets can only be invested in instruments authorized by the Public Funds Investment Act, as amended; WHEREAS, no public agency, shall become a participant (a "Participant ") in the Fund unless and until such public agency, including the Agency, has adopted and authorized the Declaration of Trust; and WHEREAS, the Participants anticipate that other municipal treasurers, official custodians of municipal funds, public agencies and intergovernmental. entities composed solely of participating municipalities may wish from time to time to become Participants; and WHEREAS, the Agency deems it necessary and in the best interests of the Agency to participate in the Fund by having the Agency become a Participant. NOW, THEREFORE, BE AND TT HEREBY rS RESOLVED, BY THE VII..LAGE BOARD OF THE VILLAGE OF PLAll~1FIELD, IN THE EXERCISE OF YTS POWERS, AS FOLLOWS: 1. The preambles to this Resolution are hereby found and determined to be true, correct and complete and aze hereby incorporated into the text of this Resolution by this reference as set out herein at length. 2. The Declaration of Trust is attached hereto and by this reference incorporated herein and made a part hereof, and is hereby adopted, authorized and approved in all respects; and the Agency is hereby authorized to become an additional Participant of the Fund. 3. The President and Village Clerk and other officers or employees of the Agency are hereby empowered and directed to execute and deliver all documents, certificates and other instruments necessary to further the intent and purpose of this Resolution. -2- 4. All resolutions or motions in conflict herewith are hereby superseded to the extent of such conflict, and that this Resolution shall be in full force and effect forthwith upon its adoption. PASSED this 19 day of Mazch, 2007 AYES: Dement, Fay, Lamb, Manning, Collins, Racich NAYS: 0 ABSENT: 0 APPROVED this 19 day of March, 2007. ATTES'T':. ~~~ _ Village Clerk :. ~ ~~ [Seal] ~ ` ACCEPTANCE AND APPROVAL OF FIRST AMENDED AND RESTATED DECLARATION OF TRUST DATED AS OF JULY 1,1996 AND INCORPORATING AMENDMENTS DATED JANUARY 28,1999, JANUARY 27, 2000 AND MARCH 22, 2002 (THE "TRUST") The undersigned, having been authorized by Resolution Na. 1530 adopted by the Village Board of the Village of Plainfield on the 19 day of March, 2007, to become an additional Participant of the Illinois Metropolitan Investment Fund (the " "), hereby approves and accepts the Trust and agrees to be bound by its terms with respect to Fun . ~~~ Village President Attest: Village clerk _ _ -~ - -~. (Agency Seal) ~~ Date,~d as. o~ lvlarch 19, 2007. Prepared by and Return to: Kelly K. Kost, Esquire Chapman and Cutler 111 West Monroe Chicago, Illinois 60603 ILLINOIS METROPOLITAN INVESTMENT FUND (an Illinois Entity formed pursuant to the Intergovernmental Cooperation Act, as amended, and the Illinois Municipal Code, as amended) FIRST AMENDED AND RESTATED DECLARATION OI' TRUST Dated July 1, 1.996, and incorporating amendments dated January 28, 1999 January 27, 2000, March 22, 2002 and March 18, 2004 2004DecofTrustFinal 2027969/TNS TABLE OF CONTENTS SECTION HEADING PAGE ARTICLE I Section 1.1. Section 1.2. Section 1.3. Section 1.4. Section 1.5. ARTICLE II Section 2.1. Section 2.2. Section 2.3. Section 2.4. Section 2.5. Section 2.6. Section 2.7. Section 2.8. Section 2.9. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Section 2.14. Section 2.15. Section 2.16. Section 2.17. Section 2.18. Section 2.19. Section 2.20. Section 2.21. ARTICXrE III Section 3.1. Section 3.2. Section 3.3. Section 3.4. Sectian 3.5. Section 3.6. Section 3.7. THE FuND ...................................................................... ..........................3 Name .............................................................................. ..........................3 Purpose; Only Certain Illinois Municipal Treasurers an other Official Custodians of Municipal Funds to Be Participants; Changes of Incumbent in Office .......................................3 Location ......................................................................................................5 Nature of Fund and Declaration of Trust ....................................................5 Definitions ..................................................................... ..........................5 POWERS OF TIIE TRX.ISTEES ................................................... General ......................... .................. ............................... ......... Permitted Investrnents ............................................................ Legal Title .............................................................................. Disposition of Assets ............................................................. Taxes ............................................................................... ..... ... Rights as Holders of Fund Property ....................................... Delegation; Committees .........................................................., Collectian ................................................................................, Payment of Expenses ............................................................... Borrowing anal Indebtedness .................................................. Depa51t5 .... ............................................. ................................. Valuation .... ............................................................................. Fiscal Year; Accounts ............................................................. Concerning the Fund and Certain Affiliates ........................... Investment Program .......................................................... ...... Power to Contract, Appoint, Retain and Employ ................... Insurance ................................................................................. Seal ................................................................................... .... ... Indemnification ........................................................................ Rernedi es .................................................................................. , Further Powers .................................:......................................., THE INVESTMENT ADVISER, THE ADIVISNISTRATOR, THE CONSULTANT, AND THE INDEPENDENT ACCOUNTANT.... . Appointment of Adviser, Administrator, and Consultant.. . Duties of the Adviser ......................................................... . Duties of the Administrator ............................................... . Duties of the Consultant .................................................... . Sub-Advisor, Sub-Administrator ....................................... . Successors ........................................................................ Appointment and Duties of the Independent Accountant.. . ....................8 ....................8 ....................8 . .................10 . .................1.0 .............. ...10 .................10 .................10 .................11 .................11 .................11 .................12 .................12 .................12 .................12 .....:...........13 .................13 .................14 , ................14 ................14 ................15 ................ l 5 -i- ARTICLE IV INVESTMENTS ............................................................. Section 4.1. Statement of Investment Policy and Objective........... Section 4.2. Restrictions, Fundamental to the Fund ....................... Section 4.3. Amendment of Restrictions ........................................ ...................17 ...................17 ...................17 ...................1 S ARTICLE V LIlvIITA'TIONS OF LIABILI'I'Y .......................................................................18 Section 5.1. Liability to Third Persons ................................. .........................................18 Section 5.2. Liability to the Fund or to the Participants ....... .........................................19 Section 5.3. Indemni~cation ................................................. .........................................I9 Section 5.4. Surety Bonds ..................................................... .........................................20 Section 5.5. Apparent Authority ........................................... .........................................20 Section 5.6. Recitals .............................................................. .........................................20 Section 5.7. Reliance on Experts, Etc ................................... .........................................21 Section 5.8. Liability Insurance ............................................ .........................................21 ARTICLE VI INTERESTS OF PARTICIPANTS ........................... .........................................21 Section 6.1. General .............................................................. .........................................21 Section 6.2. Allocation of Shares .......................................... .........................................24 Section 6.3. Evidence of Share Allocation ........................... .........................................25 Section 6.4. Redemption to Maintain Constant Net Asset V alue ..................................25 Section 6.5. Redemptions ..................................................... .........................................25 Section 6.6. Suspension of Redemption; Postponement of Payment ............................26 Section 6.7. Minimum Purchase or Redemption ...........................................................26 Section 6.8. Defective Redemption Requests ...................... ..........................................26 ARTICLE VII RECORD OF SII?1.RES ........................................ ..........................................26 Section 7.1. Share Register .................................................. ..........................................26 Section 7.2. Registrar ........................................................... ..........................................27 Section 7.3. Owner of Record .............................................. ..........................................27 Section 7.4. No Transfers of Shares ..................................... ..........................................27 Section 7.5. Limitation of Fiduciary Responsibility ............ ..........................................27 Section 7.6. Notices ..............................................:.............. ..........................................27 ARTICLE VIII PARTICIPANTS .................................................. ..........................................2$ Section 8.1. Voting ............................................................. ..........................................28 Section 8.2. Right to Initiate a Vote of the Participants ...... ..........................................28 Section 8.3. Inspection of Records ...................................... ..........................................28 Section 8.4. Meetings of Participants .................................. ..........................................28 Section $.5. Annual Meetings or Votes ............................... ..........................................28 Section 8.6. Notice of Meetings and Votes ......................... ..........................................28 Section 8.7. Record Date for Meetings and Votes ............... ..........................................29 Section 8.8. Proxies ............................................................. ..........................................29 Section 8.9. Number of Votes .............................................. ..........................................29 Section 8.10. Reports ............................................................. ..........................................29 -ii- ARTICLE IX Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Section 9.6. Section 9.7. Section 9.8. ARTICLE X Section 10.1. Section. 10.2. Section 10.3. Section 10.4. ARTICLE XI Section 11.1. Section 11.2. Section 11.3. Section 11.4. Section 11.5. ARTICLE XII Section 12.1. ARTICLE XIII Section 13.1. Section 13.2. Section 13.3. ARTICLE XIV Section 14.1. Section 14.2. Section 14.3. Section 14.4. Section 14.5. Section 14-6. TRUSTEES AND OFFICERS .........................................................................30 Number and Qualifications .......................................................................30 Initial Trustees ..........................................................................................30 Term and Election .....................................................................................31 Resignation and Removal .........................................................................32 Vacancies ..................................................................................................32 Meetings ......................................................................... ........................3 3 Officers .......................................................................... ........................33 Bylaws ....................................................:....................... ........................34 DETERMINATION OF NET ASSET VALUE AND NET INC ME; DISTRIBUTIONS TO PARTICIPANTS ............................................................34 Net Asset Value .........................................................................................34 Constant Net Asset Value; Reduction of Allocated Shar s .......................35 Supplementary Distributions to Participants ............................................35 Retained Reserves .....................................................................................35 CUSTODIAN ................... ................ Duties ............................................ Appointment ................................. Sub-Custodians ............................. Successors ..................................... Additional Custodians ................... .....36 ................................. ........................36 .................................. ........................36 .................................. .......................36 ..........................•--.... ..............-•----•--36 ............................................................36 RECORDING OF DECLARATION OF TRUST ....................•- •---................37 Recording .......................................................................•- •---.....................37 AMENDMENT OR TERMINATION OF FUND; DURATION O FUND ............................................................................... .......................37 Amendment or Termination .......................................................................37 Power to Effect Reorganization .................................................................38 Duration ........................................................•---...........................-..-..........39 MISCELLANEOUS ......................................................................................39 Governing Law ............................................................... .......................39 Counterparts .................................................................... .......................39 Reliance by Third Parties .................................................. ........................39 Provisions in Conflict with Law ..................................... .......................39 .. . Gender; Section Headings ........................................................................39 Adoption by Municipal Treasurers Electing to Become Additional Participants; Resignation of Participants ..........................40 Executian ..............................................................................................................~.......................41 -iii- THIS FIRST AMENDED AND RESTATED DECLARATION OF TRUST made as of the 1st day of July, 1996, and approved by the affirmative vote of a majority of the Participants entitled to vote: WITNESSETH: WHEREAS, Section 10 of Article VII of the Constitution of the State of Illinois (the "State ") provides, among other things, that the State shall encourage intergovernmental cooperation and use its technical and financial resources to assist intergovernmental activities among its units of local government; and WHEREAS, the Intergovernmental Cooperation Act, as amended (the "Cooperation Act"), provides a statutory framework that supplements the constitutional grant of intergovernmental cooperation powers found in said Section 10 of Article VII; and WHEREAS, Section 3 of the Cooperation Act provides that "[a]ny power or powers, privileges, functions, or authority exercised or which may be exercised by a public agency of [the] State may be exercised, combined, transferred, and enjoyed jointly with any other public agency of [the] State ... except where specifically and expressly prohibited by law"; and WHEREAS, Section S of the Cooperation Act provides that any one or more public agencies may contract with any one or mare other public agencies to perform any governmental service, activity or undertaking which any of the public agencies entering into the contract is authorized by law to perform, provided that such contract shall be authorized by the governing body of each party of the contract; and WHEREAS, such contract shall set forth fully the purposes, powers, rights, objectives and responsibilities of the contracting parties; and WHEREAS, Section 1-1-5 of the Illinois Municipal Code, as amended (the "Municipal Code "), provides, among other things, that the corporate authorities of each municipality may exercise jointly, with one or more other municipal corporations or governmental subdivisions or districts, all of the powers set forth in the Municipal Code; and WHEREAS, Section 3.1-35-50 of the Municipal Code provides, among other things, that each municipal treasurer is permitted to join with other municipal treasurers or municipalities for the purpose of investing the municipal funds of which the treasurer has custody; and WHEREAS, pursuant to a Declaration of Trust, dated as of September 1, 1995 (the "Original Declaration ") certain municipal treasurers entered into an agreement establishing an entity for joint investment for the purpose of combining their respective available investment funds sn as to enhance the investment opportunities available to them and increase the investment earnings accruing to the benefit of the respective municipalities on behalf of which they acted, pursuant to the aforementioned constitutional and statutory authority; and WxE1zEAS, Public Act 89-0592, effective August 1, 1996 subsequent to the adoption of the Original Declaration, amended ~ Municipal Code to provide, inter alia, as follows: (PA 89-0592), a date ;ctio 3.1-35-50 of the (d) Notwithstanding any other provision of this Act or a y other law, each official custodian of municipal funds, including, without li itation, each municipal treasurer or finance director or each person properly desi nated as the official custodian for municipal funds, including, without limitation, each person properly designated as official custodian for funds held by an inter overnmental risk management entity, self-insurance pool, waste management age cy, or other intergovernmental entity composed solely of participating muni ipalities, is permitted to: (i) combine moneys from more than one fund of a single municipality, risk management entity, self-insurance po 1, or other intergovernmental entity composed solely or participating mun cipalities for the purpose of investing such moneys; (ii) join with any other official custodians or easurers of municipal, intergovernmental risk management entity, self-in urance pool, waste management agency, or other intergovernmental enti composed solely of participating municipalities for the purpose of jointly nvesting the funds of which the official custodians or treasurers have custod ;and (iii) enter into agreements of any definite or in efinite term regarding the redeposit, investment, or withdrawal of mu icipal, risk management entity, self-insurance agency, waste managemen agency, or other intergovernmental entity funds. When funds are combined for investment purposes as autho ized in this Section, the moneys combined for those purposes shall be accounted f r separately in all respects, and the earnings from such investment shall be se arately and individually computed, recorded, and credited to the fund, unicipality, intergovernmental risk management entity, self-insurance pool, waste anagement agency, or other intergovernmental entity, as the case may be, fo which the investment was acquired. Joint investments shall be made only in investments authorize by law for investment of municipal funds. The grant of authority contained in thi subsection is cumulative, supplemental, and in addition to all other power or auth rity granted by any other law and shall not be construed as a limitation of an power and authority otherwise granted. WxEZtEAS, PA 89-0592 is intended to permit, each official custodian o municipal funds to jointly invest, with other official custodians of municipal funds, the funds of the respective municipality, intergovernmental risk management entity, self insurance pool, aste management -2- agency, or other intergovernmental entity composed solely of participating municipalities in accordance with the laws of the State of Illinois; and WHEREAS, the Participants anticipate that such other public agencies, entities, or pools, along with other municipal treasurers and public agencies may wish to become Participants by adopting this First Amended and Restated Declaration of Trust and thus becoming parties to it; and Now, THEREFORE, the Participants hereby declare that all moneys, assets, securities, funds and property now or hereafter acquired by the Trustees, their successors and assigns, under the Original Declaration, as amended and restated by this First Amended and. Restated Declaration of Trust (collectively, the "Declaration of Trust" or "Declaration ") shall be held and managed in trust for the proportionate benefit of the holders of record from time to time of shares of beneficial interest issued and to be issued hereunder, without privilege, priority or distinction among such holders, except as otherwise specifically provided herein, and subject to the terms, covenants, conditions, purposes and provisions hereof. ARTICLE I THE FUND Section 1.1. Name. The name of the common law trust created by this Declaration shall be Illinois Metropolitan Investment Fund (the "Fund ") and, so far as may be practicable, the Trustees shall conduct the Fund's activities, execute all documents and sue or be sued under that name, which name (and the word "Fund" wherever used in this Declaration, except where the context otherwise requires) shall refer to the Trustees in their capacity as Trustees, and not individually ar personally, and shall not refer to the officers, agents, employees, counsel, advisers, consultants, accountants, or Participants of the Fund or of such Trustees. 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 Fund as they deem proper, and the Fund 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 Illinois or the United States of America so as to protect and reserve the right of the Fund in and to such name. The Trustees shall have full and complete power and absolute discretion to change the name, without the affirmative vote of a majority of the Participants entitled to vote as set forth in Article XIII hereof, provided that notice of any such change of name shall be promptly given to the Participants. Section 1.2. Purpose; Only Certain Illinois Municipal Treasurers, other Official Custodians of Municipal Funds and Public Agencies to Be Participants; Changes of Incumbent in Off ce. (a) The purpose of the Fund is to provide an instrumentality and agency through which (i) Municipal Treasurers acting on behalf of their Municipalities, organized under the Laws of the State of Illinois, (ii) each official custodian of municipal funds, whose intergovernmental risk management entity, self-insurance pool, waste management agency, or -3- other intergovernmental entity composed solely of participating municipals ies are organized under the Laws of the State of Illinois, and (iii) each official custodian of Pu lic Agency funds may jointly act, agree and cooperate in accordance with the Laws of the Stat of Illinois in the performance of their responsibilities to invest available funds so as to enhanc their investment opportunities pursuant to an investment program conducted in accordance w' the laws of the State of Illinois, from time to time in effect, governing the investment of funds of municipalities, such other intergovernmental risk management entities, self-insurance pools, rite management agencies, or other intergovernmental entities composed solely of participating unicipalities and Public Agencies. Only (i) municipal treasurers acting with respect o the funds of Municipalities, (ii) each official custodian of municipal funds, whose inter overnmental risk management entity, self-insurance pool, waste management agency, or other ntergovernmental entity composed solely of participating municipalities are organized under the Laws of the State of Illinois and (iii) official custodians of Public Agency funds may become Pa icipants. As used in this Section 1.2 and hereinafter in this Declaration, the phrase "Munici al Treasurer" or "official Custodian "shall refer to such officer or officers only in their officia capacity as such, and not individually or personally. (b) No municipal treasurer shall become a Participant unless and unt l such officer has adopted this Declaration in accordance with Section 14.6 hereof and identifie the municipality with respect to the funds of which he is acting except as set forth in paragra h (d) below. No municipality shall become a Participant unless and until the corporate a thorities of such municipality has adopted this Declaration in accordance with Section 14.6 ereof. It is not necessary for a municipal treasurer to place any funds in the Fund to become a Participant and no minimum investment balance must be maintained by a municipal treasurer hat has become a Participant in order for such Municipality to continue to be a Participant. (c) No official custodian shall become a Participant unless and unti such officer has adopted this Declaration in accordance with Section 14.6 hereof an identified the intergovernmental risk management entity, self-insurance pool, waste rnanag ment agency, or other intergovernmental entity composed solely of participating municipalities r Public Agency with respect to the funds of which he is acting except as set forth in paragra h (d) below. No official custodian shall become a Participant unless anal until the governs g body of such intergovernmental risk management entity, self-insurance pool, waste rnanag nnent agency, or other intergovernmental entity composed solely of participating municipalities r Public Agency has adopted this Declaration in accordance with Section 14.6 hereof. It is no necessary for an official custodian to place any funds in the Fund to become a Participant nd no minimum investment balance must be maintained by an official custodian that has beco e a Participant in order for such intergovernmental risk management entity, self-insura ce pool, waste management agency, or other intergovernmental entity composed solely of participating municipalities or Public Agency to continue to be a Participant. (d) In the event that a municipal treasurer or official custodian, as ap licable, shall die, resign, or be removed from his office, or his office shall otherwise become acant, any funds placed by him in the Fund shall be held hereunder for the benefit of th municipality or intergovernmental risk management entity, self=insurance pool, waste rnanag ment agency, or other intergovernmental entity composed solely of participating municipalities r Public Agency -4- for which he was acting at the time the vacancy occurred. Any municipal treasurer or official custodian from time to time 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 shall be a Participant, as the successor of his predecessor in office without the necessity of action on his part, unless and until he shall have resigned and withdrawn from the Fund pursuant to Section 14.6(c) hereof. Section 1.3. Location. The Fund shall maintain an office of record in the State of Illinois 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 Fund shall be: 1127 South Mannheim, Suite 102, Westchester, Illinois 60154. 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. Section 1.4. Nature of Fund and Declaration of Trust. (a) The Fund shall be a common law trust organized and existing under the laws of the State of Illinois. The Fund 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 Fund, 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 Declaration is an agreement of indefinite term regarding the deposit, redeposit, investment, reinvestment and withdrawal of Municipal investment funds within the meaning of the Laws of the State of Illinois. Section 1.5. Definitions. As used in this Declaration, the following terms shall have the following meanings unless the context hereof otherwise requires: `Act 235" shall mean the Public Funds Investment Act, as amended (30 ILCS 235/0.01-235/7), relating to certain investments of public funds by public agencies (as defined therein). "Administration Agreement" shall mean the agreement with the Administrator referred to in Sections 3.1 and 3.3 hereof as the same may be amended from time to time. "Administrator" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Sections 3.1 and 3.3 hereof `Adviser" shall mean any Person or Persons appointed, employed or contracted with by the Trustee under the applicable provisions of Sections 3.1 and 3.2 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. ~5- "Certificate of Designation " shall mean a Certificate of Designati Trustees pursuant to Section 6.1(b) hereof with respect to a Series of Shares; that the initial Series of Shares created hereunder shall not require suc Designation and any reference in this Declaration of Trust to such Certific shall refer to the Investment Circular. adopted by the ~vided, however, a Certificate of - of Designation "Chicago Metropolitan councils of government" or "COGS" shall m an the association of Illinois cities, villages and incorporated towns comprising the No west Municipal Conference, West Central Municipal Conference, South Suburban May rs and Managers Association, Du Fage Mayors and Managers Conference, and Will Co my Governmental League. "Consultant" shall mean any Person or Persons appointed, employed or contracted with by the Trustee under the applicable provisions of Sections 3.1 and 3.5 hereof. "Consulting Agreement" shall mean the agreement with the Consultant referred to in Sections 3.1 and 3.5 hereof as the same may be amended from time to time. "Cooperation Act" shall mean the Intergovernmental Cooperation Act as amended. "Custodian" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Article XI hereof. "Custodian Agreement" shall mean any agreement with a Article XI hereof as such agreement may be amended from time to time. "Declaration of Trust" shall mean this Declaration as amended, re from time to time. References in this Declaration to "Declaration," "hereof," and "hereunder" shall be deemed to refer to the Declaration and shall no~~ particular text, article or section in which such words appear. "Fund "shall mean the common law trust created by this Declaration, the Illinois Metropolitan Investment Fund. "Fund Property" shall mean, as of any particular time, any and personal or otherwise, tangible or intangible, which is transferred, conveyed ~ or Trustees and all income, profits and gains therefrom and which, at such tim by, or for the account of, the Fund or the Trustees. referred to in Mated or modified 'herein," "hereby," be limited to the also referred to as 1 property, real, paid to the Fund is owned or held "Investment Circular" shall mean the investment circular or other de criptive document or documents adopted as such by the Trustees and distributed by the Fund Participants and potential Participants of the Fund as the same may be amended by the Tru tees from time to time. "Initial Participants " shall mean Joseph Tenerelli, James Beatty Denni Kenneth Jaszczak, Robert Nowak, Lorraine Jirek, and Grace Turi, acting as m nicipal s Kueber, treasurers .. 6 _ with respect to the funds of certain Illinois municipalities initially formed by this Fund as of September I , 1995 by the execution and adoption of the Original Declaration of Trust. "Investment Advisory Agreement" shall mean the agreement with the Adviser referred to in Sections 3.1 and 3.2 hereof as the same may be amended from time to time. "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. "Municipal Code" shall mean the Illinois Municipal Code, as amended. "Municipality" shall mean a municipality of every kind and nature permitted to invest its available funds as provided in this Declaration. "Official Custodian " shall mean each official custodian of municipal funds, whose intergovernmental risk management entity, self insurance pool, waste management agency, or other intergovernmental entity composed solely of participating municipalities are organized under the Laws of the State of Illinois, permitted by to invest its available funds as provided in this Declaration. "Participants" shall mean (i) the municipal treasurers, (ii) each official custodian of municipal. funds, whose intergovernmental risk management entity, self-insurance pool, waste management agency, or other intergovernmental entity composed solely of participating municipalities are organized under the Laws of the State of Illinois or (iii) each official custodian of Public Agency funds who adopt this Declaration pursuant to Section 14.6 hereof. "Permitted Investments" shall mean the investments referred to in Paragraph (b) of Section 2.2 hereof. "Person" shall mean and include individuals, corporations, limited partnerships, general partnerships, joint stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other entities (whether or not legal entities) and governments and agencies and political subdivisions thereof. "Public Agency" shall mean any entity as set forth in Section 2 of the Cooperation Act. "Series" shall mean a category of the shares authorized by the Trustees pursuant to Article VI hereof. "Share " shall mean the unit used to denominate and measure the respective pro rata beneficial interests of the Participants in the Fund (or any Series thereof) as described in Article VI. "Share Register" shall mean the register of Shares maintained pursuant to Article VII hereof -7- "Trustees " shall mean the Persons who become fiduciaries of Article IX hereof. ARTICLE II POWERS OF THE TRUSTEES Fund pursuant to Section 2.1. General. Subject to the rights of the Participants as p ovided herein, the Trustees shall have, without other or further authorization, full, exclusive d absolute power, control and authority over the Fund Property and over the affairs of the Fund to the same extent as if the Trustees were the sole and absolute owners of the Fund Property in t eir own right, anal with such powers of delegation as naay be permitted by this Declaration. T e Trustees may do and perform such acts and things as in their sole judgment and discretion are necessary and proper for conducting the affairs of the Fund or promoting the interests o the I~ and and the Participants. The enumeration of any specific power or authority herein shall of be construed as limiting the aforesaid general power or authority or any specific power r authority. The Trustees may exercise any power authorized and granted to them by this eclaration. Such powers of the Trustees may be exercised without the necessity of any order f, or resort to, any Cpurt. Section ,2.2. Permitted Investments. The Trustees shall have full an~l complete power, subject in all respects to Article IV hereof: (a) to conduct, operate and provide an investment progra for all municipal treasurers or official custodians who are acting with respect to the inve tment funds; and (b) far such consideration as they may deem proper and as ay be required by Law, to subscribe for, invest in, reinvest in, purchase or otherwise ac uire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dis ose of investment instrunnents of the following type and nature, which shall hereina er be collectively referred to as "Permitted Investments ": (i) bonds, notes, certificates of indebtedness, trey ury bills or other securities now or hereafter issued, which are guaranteed by the full faith and credit of the United States of America as to principal and intere t; (ii) bonds, notes, debentures or other similar States of America or its agencies; (iii) interest-bearing savings accounts, interest-bea deposit or interest-bearing time deposits constituting direct bank as defined by the Illinois Banking Act (205 ILCS 5/1, however, that such bank is insured by the Federal Deposit Insu of the United certificates of igations of any seq. ), provided, ~e Corporation; -8- (iv) short term obligations of corporations organized in the United States of America with assets exceeding $500,000,000, provided, however, that such obligations are rated at the time of purchase within one of the three highest classifications established by at least two standard rating services, such obligations mature not later than 180 days from the date of purchase, and such purchases do not exceed 10% of the applicable corporation's outstanding obligations and further provided, however, that no more than one-third of the Fund's assets shall be invested in such short term obligations at any one time; (v) money market mutual funds registered under the Investment Company Act of 1940, as from time to time amended, provided, however, that the portfolio of any such money market mutual funds is limited to obligations described in paragraph (i) or (ii) of this Section 2.2(b) and to agreements to repurchase such obligations; (vi) short term discount obligations of the Federal National Mortgage Association or shares or other forms of securities legally issuable by savings banks or savings and loan associations incorporated under the Laws of Illinois or any other state or under the Laws of the United States of America, provided, however, that investments may be made only in those savings banks ar savings and loan associations the shares, or investment certificates of which are insured by the Federal Deposit Insurance Corporation, any such securities are purchased at the offering or market price thereof at the time of such purchase, and all such securities sa purchased shall mature or be redeemable on a date or dates prior to the time when, in the judgment of the Trustees, the funds so invested will be required for the payment of funds to Participants upon the withdrawal of moneys from the Fund; (vii) a Public Treasurer's Investment Pool created under Section 17 of the State Treasurer Act (5 ILCS 505/17); and (viii) any other investment instruments now permitted by the provisions of Act 235 or any other applicable statutes or hereafter permitted by reason of the amendment of Act 235 or the adoption of any other statute applicable to the investment of municipal funds; and (c) to contract far, and enter into agreements with respect to, the purchase and sale or redemption of Permitted Investments. In the exercise of their powers, the Trustees shall not be limited, except as otherwise provided hereunder, to investing in Permitted Investments maturing before the passible termination of the Fund. Except as otherwise provided in this Declaration, the Trustees shall not be limited by any Law now or hereafter in effect limiting the investments which may be held ar retained by trustees or other fiduciaries, and they shall have full authority and power to make any and all Permitted Investments within the limitations of this Declaration, that they, in their absolute discretion, shall determine to be advisable anal appropriate. The Trustees shall have no -9- liability for loss with respect to Permitted Investments made within the terms even though such investments shall be of a character or in an amount not coy the investment of trust funds by trustees or other fiduciaries. The Trustees only to make Permitted Investments in accordance with Article IV of this Dec. Section 2.3. Legal Title. (a) Legal title to all of the Fund Property sl Trustees on behalf of the Participants and be held by and transferred to the 1 the Trustees shall have full and complete power to cause legal title to any F held, on behalf of the Participants, by or in the name of the Fund, or in the Person as nominee, on such terms, in such manner, and with such powers a determine, so long as in their judgment the interest of the Fund is adequately 1 (b) The right, title and interest of the Trustees in and to the Fund automatically in all persons who may hereafter become Trustees upon the qualification without any further act. Upon the resignation, disability, remo an incompetent, or death of a Trustee, he (and in the event of his deat automatically cease to have any right, title or interest in or to any of the Fun right, title and interest of such Trustee in and to the Fund Property shall vest ; remaining Trustees without any further act. this Declaration, dered proper for gall be permitted ation. ll be vested in the istees, except that nd Property to be ame of any other the Trustees may roperty shall vest due election and 1, adjudication as his estate) shall Property, and the tomatically in the Section Z.4. Disposition of Assets. Subject in all respects to Arti le IV hereof, the Trustees shall have full and complete power to sell, exchange or otherwise dis ose of any and all Fund Property free and clear of any and all trusts and restrictions, at public r private sale, for cash or on terms, with or without advertisement, and subject to such restric ions, 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 th foregoing. The Trustees shall also have full and complete power, subject in all respects to Arti 1e IV hereof, and in furtherance of the affairs and purposes of the Fund, to give consents a make contracts relating to Fund Property or its use. Section 2.5. Taxes. The Trustees shall have full and complete power: or assessments, of whatever kind or nature, validly and lawfully imposed u Fund or the Trustees in connection with the Fund Property or upon or against or income or any part thereof; (ii) to settle and compromise disputed tax liab the foregoing purposes to make such returns and do all such other acts and deemed by the Trustees to be necessary or desirable. All said expenditures s Fund assets. Section 2.6. Rights as Holders of Fund Property. The Trustees sl complete power to exercise on behalf of the Participants all of the rights, pow appertaining to the ownership of all or any Permitted Investments or other pro: of the Fund Property to the same extent that any individual might, and, wi generality of the foregoing, to vote or give any consent, request or notice or either in person or by proxy or power of attorney, with or without the power one or more Persons, which proxies and powers of attorney may be for m~ to pay all taxes i or against the Fund Property 'es; and (iii) for ings as may be 1 be made from have full and and privileges ty forming part ut limiting the live any notice substitution, to nos or actions -10- generally, or for any particular meeting or action, and may include the exercise of discretionary powers. Section 2.7. Delegation; Committees. The Trustees shall have full and complete power (consistent with their continuing exclusive authority over the management of the Fund, the conduct of its affairs, their duties and obligations as Trustees, and the management and disposition of the Fund Property), to delegate from time to time to such one or mare of their number (who may be designated as constituting a Committee of the Trustees) or to officers, employees or agents of the Fund (including, without limitation, the Administrator, the Adviser and the Custodian), the doing of such acts and things and the execution of such instruments either in the name of the Fund, 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 Fund. Section 2.8. Collection. The Trustees shall have full and complete power: (i) to collect, sue for, receive and receipt for all sums of money or other property due to the Fund; (ii) to consent to extensions of the time for payment, or to the renewal of any securities, investments or obligations; (iii) 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 Fund Property; (iv) 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 Fund; (v) to exercise any power of sale held by them, and to convey good title thereunder free of any and all trusts, and in connection with any such foreclosure or sales to purchase or otherwise acquire title to any property; (vi) to be parties to reorganization and to transfer to and deposit with any cozporation, committee, voting trustee or other Person any securities, investments or obligations of any Person which form a part of the Fund Property, for the purpose of such reorganization or otherwise; (vii) 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; (viii) to extend the time (with or without security) for the payment or delivery of any debts or property and to execute and enter into releases, agreements and other instruments; and (ix) to pay or satisfy any debts or claims upon any evidence that the Trustees shall deem sufficient. Section 2.9. Payment of Expenses. The Trustees shall have full and complete power: (i) to incur and pay any charges or expenses which in the opinion of the Trustees are necessary or incidental to or proper for carrying out any of the purposes of this Declaration; (ii) to reimburse others for the payment therefor; and (iii) to pay appropriate compensation or fees from the funds of the Fund to Persons with whom the Fund has contracted or transacted business. The Trustees shall fix the compensation, if any, of all officers and employees of the Fund. The Trustees shall not be paid compensation for their general services as Trustees hereunder. The Trustees may receive reimbursement for expenses reasonably incurred by themselves or any one or more of themselves on behalf of the Fund. The Trustees may allocate such expenses among various Series in such manner and proportion as appropriate in the discretion of the Trustees. The Trustees shall annually review the expenses of the Fund. -11- Section 2.10. Borrowing and Indebtedness. The Trustees shall not ave the power to borrow money or incur indebtedness on behalf of the Fund, or authorize t e Pund to barrow money or incur indebtedness, except as provided in clause (iv) of Section 4.2 f this Declaration, but only if and to the extent permitted by Law. Section 2.11. Deposits. The Trustees shall have full and complete p wer to deposit, in such manner as may now and hereafter be permitted by Law, any moneys or funds included in the Fund Property, and intended to be used for the payment of expenses f the Fund or the Trustees, with one or more banks, trust companies or other banking instituti ns 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 a y loss which may occur by reason of the failure of the bank, trust company or other banking inst tution 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, w th all applicable requirements of all applicable Laws including, but not limited to, the Municipa Code. Section 2.12. Valuation. The Trustees shall have full and complete po er to determine in good faith conclusively the value of any of the Fund Property and to revalue th Fund Property. Section 2.13. Fiscal Year; Accounts. The Trustees shall have full and omplete power to determine the fiscal year of the Fund and the method or farm in which its acs ants 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. ] 3, the fiscal year f the Fund shall terminate on September 30 and commence on October 1 of each calendar year. Section 2.14. Concerning the Fund and Certain Affiliates. (a) The Fi: transactions with any Affiliate of the Fund or of the Adviser, the Administra the Consultant or any Affiliate of any Trustee, officer, director, employee or a~ of the Adviser, the Administrator, the Custodian, or the Consultant if (i) eac (or type of transaction) has, after disclosure of such affiliation, been approves affirmative vote of a majority of the Trustees, including a majority of the Trs Affiliates of any Person (other than the Fund) who is a party to the transacti with the Fund and (ii) such transactions (or type of transaction) is, in the opini on teens fair and reasonable to the Fund and the Participants and at least as fa similar arrangements for comparable transactions (of which the Trustees have organizations unaffiliated with the Fund or with the Person who is a party to transactions with the Fund. (b) Except as otherwise provided in this Declaration or in the Lai Illinois, in the absence of fraud, a contract, act or other transaction, between other Person, or in which the Fund is interested, is valid and no Trustee, of agent of the Fund has any liability as a result of entering into any sac: transaction even though (i) one or mare of the Trustees, officers, employees other Person, or (ii) one or more of the Trustees, officers, employees, or al individually or jointly with others, is a party or are parties to or directly interes with, such contract, act or transaction, provided, however, that (i) such inter ~d may enter into ~r, the Custodian, ;nt of the Fund or such transaction or ratified by the Gees who are not n or transactions ^ of the Trustees, orable to them as knowledge) with he transaction or of the State of ~e Fund and any ;er, employee or contract, act or r agents of such Zts of the Fund, i in, or affiliated or affiliation is -12- disclosed to the Trustees and the Trustees authorize such contract, act or other transaction by a vote of a majority of the unaffiliated Trustees, or (ii) such interest or affiliation is disclosed to the Participants, and such contract, act or transaction is approved by a majority of the Participants. (c) Any Trustee or officer, employee, or agent of the Fund may, in his personal capacity, or in a capacity as trustee, officer, director, stockholder, partner, member, agent, adviser or employee of any Person, have business interests and engage in business activities in addition to those relating to the Fund, which interests and activities may be similar to those of the Fund and include the acquisition, syndication, holding, management, operation or disposition of securities, investments and funds, for his own account or for the account of such Person. Each Trustee, officer, employee and agent of the Fund shall be free of any obligation to present to the Fund any investment opportunity which comes to him in any capacity other than solely as Trustee, officer, employee or agent of the Fund, even if such opportunity is of a character which, if presented to the Fund, could be taken by the Fund. (d) Subject to the provisions of Article III hereof, any Trustee, officer, employee or agent of the Fund may be interested as trustee, officer, director, stockholder, partner, member, agent, adviser or employee of, or otherwise have a direct or indirect interest in, any Ferson who may be engaged to render advice or services to the Fund, and naay receive compensation from such Ferson as well as compensation as Trustee, officer, employee or agent of the Fund or otherwise hereunder. None of the activities and interests referred to in this paragraph (d) shall be deemed to conflict with his duties and powers as Trustee, officer, employee or agent of the Fund. (e) To the extent that any other provision of this Declaration conflicts with, or is otherwise contrary to the provisions of, this Section 2.14, the provisions of this Section 2.14 shall be deemed controlling. (f) Notwithstanding the foregoing provisions of this Section 2.14, the Trustee shall have the power to engage in any transaction with any Affiliate that would not be inconsistent with the Laws of the State of Illinois concerning public ethics and conflicts of interest, and the Bylaws of the Fund may contain provisions more restrictive than those set forth in this Section 2.14. Section 2.15. Investment Program. The Trustees shall use their best efforts to obtain through the Adviser or other qualified persons a continuing and suitable investment program, consistent with the investment policies and objectives of the Fund set forth in Article IV of this Declaration, and the Trustees shall be responsible for reviewing and approving or rejecting the investment program presented by the Adviser 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 Adviser. The Trustees also shall have full and complete power to contract for or to otherwise obtain from or through the Adviser, the Administrator or other qualified Persons for the benefit of, and to make available to, the Participants of the Fund from time to time, additional investment and non-investment programs and services distinct from the Fund's program of investments measured by Shares, but consistent with the investment goals and objectives of the Fund and the general purposes of this Declaration. The Trustees shall have the power to review and approve or reject, in their sole -13- discretion, such additional investment and non-investment programs as may l~e presented to the Trustees by the Adviser, the Administrator or any other qualified Persons. Section 2.16. Power to Contract, Appoint, Retain and Employ. Subjec to the provisions of Section 2.7 and Section 3.1 hereof with respect to delegation of authority b the Trustees, the Trustees shall have full and complete power to appoint, employ, retain or ontract with any Person of suitable qualifications and high repute (including any corporation, p rtnership, trust or other entity of which one or more of them may be an Affiliate, subject to the applicable requirements of Section 2.14 hereof) as the Trustees may deem necessary, o desirable for the transaction of the affairs of the Fund, or the transaction of the affairs f any additional investment programs or services or non-investment programs or services of a y nature affiliated with the Fund or otherwise contracted for or by the Fund, including any Perso or Persons who, under the supervision of the Trustees, may, among other things (i) se a as the Fund's investment adviser and consultant in connection with policy decisions mad. by the Trustees; (ii) serve as the Fund's administrator or co-administrator; (iii) furnish reports t the Trustees and provide research, economic and statistical data in connection with the F d's investments; (iv) act as distributors, consultants, accountants, technical advisers, a orneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositories, custodia s or agents for collection, insurers or insurance agents, registrars for Shares or in any other c parity deemed by the Trustees to be necessary or desirable; (v) investigate, select and, on b alf of the Fund, conduct relations with Persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed by, any of them in connection with the investments acquired, sold, or otherwi e disposed of, or committed, negotiated, or contemplated to be acquired, sold or othe ise disposed of; (vi) substitute any other Person for any such Person; (vii) act as attorney-in-f et or agent in the purchase or sale or other disposition of investments, and in the handling, pr secuting or other enforcement of any lien or security securing investments; (viii) assist in the pe formance of such ministerial functions necessary in the management of the Fund as may be agr ed upon with the Trustees; and (ix) any of the foregoing as may be agreed upon by the Trustees ith regard to any additional investment and non-investment programs and services for th benel-it of the Participants. Section 2.17. Insurance. The Trustees shall have full and complete ower to purchase anal pay for, entirely out of Fund Property, insurance policies insuring the Fun and the Trustees, officers, employees and agents of the Fund individually against all claims and iabilities of every nature arising by reason of holding or having held any such office or positio , or by reason of any action alleged to have been taken or omitted by the Fund or any such erson as Trustee, officer, employee or agent, including any action taken or omitted that may be determined to constitute negligence, whether or not the Fund would have the power to inde ify such Person against such liability. Section 2.18. Seal. The Trustees shall have full and complete power t adopt and use a seal for the Fund, but, unless otherwise required by the Trustees, it shall not b necessary for the seal to be placed on, and its absence shall not impair the validity of, any docu ent, instrument or other paper executed and delivered by or on behalf of the Fund. -14- Section 2.19. Indemnification. In addition to the mandatory indemnification provided for 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 Fund has dealings, including, without limitation, the Adviser, the Administrator, the Consultant, and the Custodian, to such extent as the Trustees shall determine. Section 2.20. Remedies. Notwithstanding any provision in this Declaration, when the Trustees deem that there is a significant risk that an obligor to the Fund may default or is in default under the terms of any obligation to the Fund, 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 Fund, and the Trustees shall have full and complete power to enter into any investment, commitment or obligation of the Fund resulting from the pursuit of such remedies as are necessary or desirable to dispose of property acquired in the pursuit of such remedies. Section 2.21. Further Powers. The Trustees shall have full and complete power to take all such actions, do all such matters and things and execute all such instruments as they deem necessary, proper or desirable in order to carry out, promote or advance the interests and purposes of the Fund although such actions, matters or things are not herein specifically mentioned. Any determination as to what is in the best interests of the Fund made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall 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 Fund Property. ARTICI..E III THE INVESTMENT ADVISER, THE ADMINISTRATOR, THE CONSULTANT, AND THE INDEI~ENDI~NT ACCOUNTANT Section 3.1. Appointment of Adviser, Administrator, and Consultant. The Trustees are responsible for the- general investment policy and program of the Fund and for the general supervision and administration of the business and affairs of the Fund conducted by the officers, agents, employees, investment advisers, administrators, consultants, distributors, or independent contractors of the Fund. However, the Trustees are not required personally to conduct all of the routine business of the Fund and, consistent with their ultimate responsibility as stated herein, the Trustees may appoint, employ or contract with the Adviser as an investment adviser to the Trustees, the Consultant as a consultant to the Fund, and the Administrator as an administrator for the Fund and as a distributor of Shares and may grant or delegate such authority to the Adviser, the Consultant, and the Administrator (pursuant to the terms of Section 2.16 hereof), or to any other Person the services of whom are obtained by the Adviser, the Consultant, or the Administrator, as the Trustees may, in their sole discretion, deem necessary or desirable, for the efficient management of the Fund, without regard to whether such authority is normally granted or delegated by trustees or other fiduciaries. The Trustees may appoint one or more Persons to serve jointly as Co-Advisers, one or more Persons to serve jointly as Co-Administrators, and one or more Persons to serve jointly as Co-Consultants. -15- Section 3.2. Duties of the Adviser. The duties of the Adviser shall b those set forth in the Investment Advisory Agreement to be entered into between the Fund nd the Person or Persons designated pursuant to Section 3.1 as the Adviser or Co-Advisers. S ch duties may be modified by the Trustees, from time to time, by the amendment of the In estment Advisory Agreement. Subject to Article IV hereof, the Trustees may authorize the Adviser to effect purchases, sales or exchanges of Fund Property on behalf of the Trustees or ay authorize any officer, employee, agent or Trustee to effect such purchases, sales, or exc anges pursuant to recommendations of the Adviser, all without further action by the Trustees. y and all of such purchases, sales and exchanges shall be deemed to be authorized by all e Trustees. The Investment Advisory Agreement may authorize the Adviser to employ other ersons to assist in the performance of its duties. The Investment Advisory Agreement shall pro ide that it may be terminated at any time without cause and without the payment of any penalty y the Fund on no less than sixty (fi0) days' written notice to the Adviser. Section 3.3. Duties of the Administrator. The duties of the Administ ator shall be those set forth in the Administration Agreement to be entered into between the Fun and the Person or Persons designated pursuant to Section 3.1 as the Administrator or Co-Ad inistrator. Such duties may be modified by the Trustees, from time to time, by the endment of the Administration Agreement. The Administration Agreement may authorize Administrator to employ other persons to assist it in the performance of its duties. The Admini tration Agreement shall provide that it may be terminated at any time without cause and without e payment of any penalty by the Fund on sixty (60) days' written notice to the Administrator. Section 3.4. Duties of the Consultant. The duties of the Consultant shall be those set forth in the Consulting Agreement to be entered into between the Fund and th Person or Persons designated pursuant to Section 3.1 as the Consultant. Such duties may b modified by the Trustees, from time to time by the amendment of the Consulting Agreemen . The Consulting Agreement may authorize the Consultant to employ other persons to assist it n the performance of its duties. The Consulting Agreement shall provide that it may be term noted at any time without cause and without the payment of any penalty by the Fund on no 1 ss than sixty (60) days' written notice to the Consultant. Section 3.5. Sub-Advisor, Sub Administrator. The Trustees may lso authorize the Advisor or the Administrator to employ one or more Sub-Advisors or Sub- ministrators from time to time to perform such of the acts and services of the Advisor or Administrator, as applicable, and upon such terms and conditions, as may be agreed upon be en the Advisor or Administrator and such Sub-Advisors or Sub-Administrators, as applicable, a d approved by the Trustees; provided, however, that such Sub-Advisors or Sub-Administrators as applicable, are agents of the Advisor or Administrator, respectively, and not of the Fund, an will be liable and responsible to the Advisor or Administrator, as applicable, for performance of their respective services and that the Advisor or Administrator, as applicable, shall ac owledge that the employment of aSub-Advisor or Sub-Administrator, as applicable, to per orm such services does not relieve the Advisor or Administrator, as applicable, of their resp ctive liability and responsibility to the Fund, including (without limitation) for the failure of su hSub-Advisors or Sub-Administrators, as applicable, to perform their duties. - lb - Section 3.6. Successors. In the event that, at any time, the position of Adviser, Consultant, or Administrator shall became vacant for any reason, the Trustees may appoint, employ or contract with a successor Adviser, Consultant, or Administrator. Section 3.7. Appointment and Duties of the Independent Accountant. The Trustees shall appoint an independent accountant for each fiscal year of the Fund. Such independent accountant shall perform such duties as may be directed by the Trustees, including, without limitation, the rendering of the opinions and reports and the making of the examinations referred to in Section S.1 ~ hereof in accordance with the standards referred to in such section. ARTICLE IV INVESTMENTS Section 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 a high current yield for the Participants of the Fund while maintaining safety and liquidity and to offer participation in a diversified portfolio of high- quality fixed income instruments by investing in Permitted Investments in accordance with Act 235 and any other applicable provisions of Law as may be set forth mare fully in the Fund's Investment Circular, as the same may be amended from time to time. Section 4.2. Restrictions, Fundamental to the Fund. Notwithstanding anything in this Declaration which may be deemed to authorize the contrary, the Fund: (i) May not make any investment other than investments authorized by Act 235 or any other applicable provisions of Law, as the same may be amended from time to time; (ii) May not purchase any Permitted Investment which has a maturity date more than ten years from the date of the Fund's purchase thereof; provided, however, that the Trustees may, in their discretion by an action set forth in the applicable Certificate or Certificates of Designation, waive such ten year limitation with respect to any one or more Series of Shares; (iii) May not purchase any Permitted Investment if the effect of such purchase by the Fund would be to make the average dollar weighted maturity of the Fund's investment portfolio greater than the period designated by the Trustees with respect to the Series to which such purchase of such Permitted Investment relates; provided, however, that in making such determination any Permitted Investment which is subject to an irrevocable agreement of the nature referred to in the preceding clause (ii) shall be deemed to mature on the day on which the Fund is obligated to sell such Permitted Investment back to a Responsible Person or the day on which the Fund may exercise its rights under such agreement to require the purchase of such Permitted Investment by a Responsible Person; -17- (iv) May not borrow money or incur indebtedness whether thereof are intended to be used to purchase Permitted Investments, exc (a) as a temporary measure to facilitate withdra might otherwise require unscheduled dispositions of po including, without limitation, to facilitate withdrawal Participants and received by the Custodian after the Fund ] entered sell orders for, portfolio investments to cover the previously made on that date, and only to the extent permitted (b) as a temporary measure (not to exceed one buy Custodian to provide for the purchase of portfolio securities the Custodian of collected funds from a Participant who ha before such purchase that it has wire transferred funds (or o immediately available funds) to the Fund in an amount st purchase price of such securities, and only as and to the extent not the proceeds l requests which lio investments, nests made by already sold, or idrawal requests Law; or xess day) from the ending receipt by notified the Fund. erwise transferred icient to pay the ermitted by Law; provided, however, that nothing contained in this clause (iv) shall pe it, or be construed as permitting, the pledge of the assets of the Fund to secure any suc borrowing except for the pledge of amounts, limited to the amount of such borrowing, eld in the specil=lc Participant's account with the Fund for whom such borrowing was inc rred; (v) May not make loans, pravided that the Fund may make Permitted Investments; and (vi) May not hold or provide for the custody of any Fund Pr petty in a manner not authorized by Law or by any institution or Person not authorized b Law. For the purposes of this Section 4.2, the phrase "Responsible Pers n " shall mean a Person listed on the United States Treasury Department List of Primary Gov rnment Securities Dealers or any equivalent successor to such list or a bank organized and exist g under the laws of the United States of America or any state thereof having assets in excess of 500,000,000. Section 4.3. Amendment of Restrictions. The restrictions set forth in are fundamental to the operation and activities of the Fund and may not be cl" affirmative vote of a majority of the Participants entitled to vote, except tha may be changed by the Trustees so as to make them more restrictive when nec the investment program and activities of the Fund to the Laws of the State United States of America as they may from time to time be amended. section 4.2 hereof ~nged without the such restrictions ;scary to conforn f Illinois and the -18- ARTICLE v LIMITATIONS OI' LIABILITY Section 5..1. Liability to Third Persons. No Participant shall be subject to any personal liability whatsoever, in tort, contract or otherwise to any other Person or Persons in connection with Fund Property or the affairs of the Fund; and no Trustee, officer, or employee of the Fund or any other Person designated by the Trustees shall be subject to any personal liability whatsoever in tart, contract or otherwise, to any other Person or Persons in connection with Fund Property or the affairs of the Fund, 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 interest of the Fund and except that the Investment Advisory Agreement shall provide for the personal liability of the Adviser for its willful or grossly negligent failure to take reasonable measures to restrict investments of Fund Property to those permitted by Law and this Declaration; and all such other Persons shall look solely to the Fund Property for satisfaction of claims of any nature arising in connection with the affairs of the Fund. If any Participant, Trustee, officer or employee, as such, of the Fund or any other Person designated by the Trustees 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. Section 5.2. Liability to the Fund or to the Participants. No Trustee, officer or employee of the Fund or any other Person designated by the Trustees shall be liable to the Fund or to any Participant, Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator, the Consultant, and the Custodian) of the Fund 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 Investment Advisory Agreement shall provide far the personal liability of the Adviser for its willful or gross negligent failure to take reasonable measures to restrict investments of Fund Property to those permitted by Law and this Declaration; provided, however, that the provisions of this Section 5.2 shall not limit the liability of any Person (including, without limitation, the Adviser, the Administrator, the Consultant, and the Custodian) with respect to breaches by it of a contract between it and the Fund. Section 5.3. Indemniftcation. (a) The Fund shall indemnify and hold each Participant harmless from and against all claims and liabilities, whether they proceed to judgment or are settled or otherwise brought to a conclusion, to which such Participant may become subject by reason of its being or having been a Participant, and shall reimburse such Participant for all legal and other expenses reasonably incurred by it in connection with any such claim or liability. The rights accruing to a Participant under this Section 5.3 shall not exclude any other right to which such Participant may be lawfully entitled, nor shall anything herein contained restrict the right of the Fund to indemnify or reimburse a Participant in any appropriate situation even though not specifically provided herein. -19- (b) The Fund shall indemnify each of its Trustees and officers, d employees and other Persons designated by the Board of Trustees to receive such indemni ication (including, without limitation, the Administrator, the Adviser and the Custodian), again t all liabilities and expenses (including, without limitation, amounts paid in satisfaction of judgments, in compromise ar as fines and penalties, and counsel fees) reasonably in urred by him in connection with the defense or disposition of any action, suit or other procee ing by the Fund or any other Person, whether civil or criminal, in which he may be involved or ith which he may be threatened, while in offtce or thereafter, by reason of his being or having b en such a Trustee, officer, employee or other designated Person, except as to any matter as to hich he shall have been adjudicated to have acted in bad faith or with willful misfeasance or re kless disregard of his duties or gross negligence; provided, however, that the provisions of this S ction S.3 shall oat be construed to permit the indemnification. of any Person with respect to reaches by it of a contract between it and the Fund; and further provided, however, that as to a y matter disposed of by a compromise payment by such Trustee, officer, employee or other esignated Person, pursuant to a consent decree or otherwise, no indemnification either for said ayment or for any other expenses shall be provided unless the Fund shall have received a wr tten opinion from independent counsel approved by the Trustees to the effect that if the foregoin matters had been adjudicated, the defenses that could have been presented on behalf of suc Trustee, officer, employee or other designated Person were meritorious. The rights accrui g to any Trustee, officer, employee or other designated Person under the provisions of this p agraph (b) of this Section S.3 shall not exclude any other right to which he may be lawfully ntitled; provided, however, that no Trustee, officer, employee or other designated Person may atisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise ntitled except out of the Fund Property, and no Participant shall be personally liable to any Per an with respect to any claim for indemnity or reimbursement or otherwise. The Trustees ay make advance payments in connection with indemnification under this paragraph (b) o this Section 5.3, provided that the indennnifted Trustee, officer, employee or other designated Person shall have given a written undertaking to reimburse the Fund in the event that it is subse uently determined that he is not entitled to such indemniftcation. (c) Any action taken by, or conduct on the part of, a Trustee, an officer, or an employee of the Fund or other Person designated by the Trustees in conformi with, or in good faith reliance upon, the provisions of Section 2.14 or Section S.7 hereof shall t, for the purpose of this Declaration (including, without limitation, Sections S.1 and S.2 an this Section S.3) constitute bad faith, willful misfeasance, gross negligence or reckless disregar of his duties. Section 5.4. Surety Bonds. No Trustee shall, as such, be obligated surety or other security for the performance of any of his duties. Section 5.5. Apparent Authority. No purchaser, seller, transfer age; dealing with the Trustees or any officer, employee or agent of the Fund shall any inquiry concerning the validity of any transaction purporting to be made b such officer, employee or agent or make inquiry concerning or be liable for money or property paid, transferred or delivered to or on the order of the 1 officer, employee or agent. give any bond or t or other Person ~e bound to make the Trustee or by :he application of ustees or of such - 20 Section S. 6. Recitals. Any written instrument creating an obligation of the Fund shall be conclusively taken to have been executed by a Trustee or an officer, employee or agent of the Fund only in his capacity as a Trustee under this Declaration or in his capacity as an officer, employee or agent of the Fund. Any written instrument creating an obligation of the Fund (other than instruments or agreements pertaining to the Fund's investment on behalf of the Fund by the Adviser) shall refer to this Declaration and contain a recital to the effect that the obligations thereunder are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, Participants, officers, employees or agents of the Fund, and that only the Fund 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 Fund. Section 5.7. Reliance on Experts, Etc.. Each Trustee and each officer of the Fund 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 Fund, upon an opinion of counsel or upon reports made to the Fund by any of its officer or employees or by the Adviser, the Administrator, the Consultant and the Custodian, accountants, appraisers or other experts or consultants selected with reasonable care by the officers of the Fund. Section 5.8. Liability Insurance. The Trustees shall, at all times, maintain insurance for the protection of the Fund Property, and the Trustees, Participants, officers, employees and agents of the Fund in such amount as the Trustees shall deem adequate to cover all foreseeable tort and contract liability to the extent available at reasonable rates. ARTICLE VI INTERESTS OF PARTICIPANTS Section 6.1. General. (a) The beneficial interest of the Participants hereunder in the Fund Property and the earnings thereon shall, far 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. The beneficial interest hereunder measured by the Shares shall not entitle a Participant to which Shares relate to preference, preemptive, appraisal, conversion, or exchange rights of any kind with respect to the Fund or the Fund Property. Title to the Fund 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 Fund nor can they be called upon to share or assume any losses of the Fund. or suffer an assessment of any kind by virtue of the allocation of Shares to them, except as provided in Article X hereof. T21- The Trustees, in their discretion, from time to time, may authorize the ivision of Shares into two or more Series, or the establishment of two or more Series of S ares, each Series relating to a separate portfolio of investments. All references to Shares in thi Declaration shall be deemed to be Shares of any one Series, any one or more Series, or all Se ies as the context may require. (b) if the Trustees shall divide the Shares into two or more Ser~es, the following Provisions shall be applicable: (i) The number of Shares of each Series that may be us d to measure the respective beneficial interests of the Participants in the portfolio of inv stments to which such Series relates shall be unlimited. (ii) All Shares of a Series shall be of one class representing ~qual distribution, liquidation and other rights. (iii) ,The Trustees shall have the power to invest and reinvest he Fund Property applicable to each Series in accordance with the investment policies d restrictions set forth in this Declaration, the Bylaws, or otherwise. The Trustees m y establish more restrictive investment policies and restrictions for any particular Series. (iv) All funds received by the Fund from a Participant ith respect to a particular Series, together with all assets in which such funds are inve ted or reinvested, all income, earnings, profits and proceeds thereof, including any proc eds derived from the sale, exchange or liquidation of such assets, and (except to the extent otherwise determined by the Trustees pursuant to Section 10.4 hereof) any f nds or payments derived from any reinvestment of such proceeds in whatever form the s me may be, shall irrevocably belong to that Series for all purposes, subject only to the 'ghts of creditors, and shall be so recorded upon the books of account of the Fund. In t e event that there are any assets, income, earnings, profits or payments which are not rea ily identifiable as belonging to any particular Series, the Trustees shall allocate them ong any one or more of the Series (or to a reserve pursuant to Section 10.4 hereo established and designated from time to time in such manner and on such basis as ey, in their sole discretion, deem fair and equitable. Each such allocation by the rustees shall be conclusive and binding upon the Participants of all Series for all purpos s. (v) The assets belonging to each particular Series shall be charged with the liabilities of the Fund in respect of that Series and all expenses, c sts, charges and reserves attributable to that Series in such manner and on such basis s the Trustees in their sole discretion deem fair and equitable. Any general liabilities expenses, costs, charges or reserves of the Fund which are not readily identifiable as ttributable to any particular Series shall be allocated and charged by the Trustees to and ong any one or more of the Series established and designated from time to time in su h nnanner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Participants of all Series for all purpo es. The Trustees -22- shall have full discretion to determine which asset items will be treated as income and which as funds placed in the Fund by Participants and each such determination and allocation shall be conclusive and binding upon the Participants of all Series. (vi) The net income of the Fund shall be determined separately for each Series and shall be credited to the respective Share account of the Participants in each Series in the manner and at the times provided in Article X hereof. (vii) The terms designated by the Trustee with respect to a Series may provide that the Shares of such Series shall only relate to a particular Participant or shall relate to all Participants or otherwise provide for a limitation on the number and identity of the Participants to which the Shares of such Series shall relate. (viii) The terms designated by the Trustee with respect to a Series may provide that such Series shall be established on a particular date and be terminated on a particular date. (ix) The terms designated by the Trustees with respect to a Series may provide for limitations of time or otherwise with respect to the ability of the Participants participating in such Series to withdraw funds relating to Shares of such Series from the Fund. (x) To effect the division of the Shares into one or more Series or to establish a Series, the Trustees shall authorize and adopt a Certificate of Designation for each such Series. Such Certificate of Designation shall became effective when (a) executed (i) by any two of the Chairman, Treasurer and Secretary of the Fund or (ii) by such other Trustees or officers of the Fund as shall be determined by the Trustees and (b) lodged in the records of the Fund. Any such Certificate of Designation may be filed or recorded pursuant to Article XII of this Declaration, but no such recordation or filing shall be a condition precedent to the effectiveness of such Certificate of Designation. No Certificate of Designation shall be, or shall be deemed to be, an amendment of this Declaration within the meaning of Article XIII of this Declaration. It shall not be necessary for each Participant to be advised of the adoption of any Certificate of Designation prior to its effectiveness, but the Trustees shall take, or shall cause to be taken, such measures as are reasonably intended to notify the Participants on at least a quarterly basis of the authorization and adoption by the Trustees of any Certificate of Designation during the preceding quarter. (xi) A copy of the Certificate of Designation relating to a Series shall be provided to each Participant participating in such Series. A copy of the Certificate of Designation relating to any Series shall be provided, upon written request therefor, to any Participant whether or not such Participant is participating in such Series. (xii) A Certificate of Designation authorized and adopted by the Trustees pursuant to this Article VI shall be in substantially the following form, with the Trustees being hereby authorized to make such changes in the farm set forth in this - 23 - Subsection (xii) as may be necessary from time to time to conform t , or accommodate, changes in law or regulation or the circumstances applicable or pertai ing to a particular Series: ILLINOIS METROPOLITAN INVESTMENT FUND CERTIFICATE OF DESIGNATION The Trustees of the Illinois Metropolitan Investment Fund (the "Fun ") by action taken by them on the day of , 19~, pursuant to the auth rity vested in them by the Participants of the Fund in accordance with the Declaration of Trust d hereby adopt this Certificate of Designation authorizing and establishing a Series of Shares oft e Fund. The terms of such Series (the "Series ") shall be the follows: 1. Nomenclature. The Series shall be known an referred to as 2. Date of Establishment. The Series shall be stablished as of 3. Duration. The duration of the Series shall be 4. Participants. The Participant or Participants that m y participate (the "Series Participants ") in the Series are 5. Investments. The nature of the investments in which ands of the Series Participant or Participants placed in the Fund with respect to the Seri s may be invested is 6. Average Weighted Maturity. In accordance with Se tion 4.2(iii) of the Declaration of Trust, the average dollar weighted maturity of the eries shall be no greater than 7. Deposits and Redemptions. $. Diversification. The Tntstees far the purposes of curing any ambiguity or supplying any on correcting any defect or inconsistent provision in the Certificate of Designati provisions clarifying matters or questions arising under the Certificate of necessary or desirable and are not contrary to or inconsistent with the Certifi theretofore in effect. The Participants participating in the Series to which the shall be given notice thereof. ion or curing or or to insert such signation as are of Designation ~endment relates -24- Section 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 Fund 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 ] 0.2 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 Fund. 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 thousandths (1/1000ths) of a Share or multiples thereof. (b) Shares maybe allocated only to a municipal treasurer or official custodian that has become a Participant of the Fund in accordance with Section 1.2 hereof and who is acting with respect to the funds of a Municipality or intergovernmental risk management entity, self- insurance pool, waste management agency, or other intergovernmental entity composed solely of participating municipalities. Each Participant may divide its Shares administratively among more than one account within the Fund or Series for such Participant's convenience in accordance with such procedures as the Trustees may establish. (c) The minimum amount of funds which may be placed in the Fund by a Participant at any one time shall be as determined by the Trustees from time to time. Section 6.3. Evidence of Share Allocation. Evidence of Share allocation shall be reflected in the Share Register maintained by or on behalf of the Fund pursuant to Section 7.1 hereof, and the Fund shall not be required to issue certificates as evidence of Share allocation. Section 6.9. Redemption to Maintain Constant Net Asset Yalue. If so determined by the Trustees, the Shares of one or more Series of the Fund 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. Section 6.5. Redemptions. Payments by the Fund to Participants, and the reduction of Shares resulting therefrom, are, for convenience, referred to in this Declaration 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 Declaration and the Investment Circular. The Fund 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 Fund at the time of the redemption pursuant to the procedures for effecting redemption as adopted by the Trustees and as set forth in the Investment Circular of the Fund, as the same may be amended from time to time, or applicable Certificates of Designation; provided, however, that such procedures shall not be structured so as to substantially and materially restrict the ability of the Participants to withdraw funds from the Fund by the redemption of Shares; provided further, however, that the Trustees shall have the power to provide for redemption - 25 - procedures relating to any particular Series which are consistent with the pu this Declaration and consistent with the terms of the Certificate of Designs and such procedures may, among other things, establish periods during whit Shares of such Series may not be withdrawn from the Fund. Section 6.6. Suspension of Redemption; Postponement of Payment. l its adoption of this Declaration, agrees that the Trustees may, without the n~ meeting of the Trustees, temporarily suspend the right of redemption or p~ payment for redeemed Shares for all Series or any one or more Series for th of any period (i) during which there shall have occurred any state of war, r banking moratorium or suspension of payments by banks in the State of Illi suspension of trading or limitations of prices on the New York or Americ (other than customary weekend and holiday closings) or (ii) during w emergency situation exists as a result of which disposal by the Fund of Fi reasonably practicable because of the substantial losses which might be it reasonably practicable far the Fund fairly to determine the value of its suspension or postponement shall not alter or affect a Participant's beneficia as measured by its Shares or the accrued interest and earnings thereon. payment shall take effect at such time as the Trustees shall specify but not la~ business on the business day next following the declaration of suspension, shall be no right of redemption or payment until the Trustees shall declare postponement and, except that the suspension or postponement shall termin the f rst day on which the period specified in clause (i) or (ii) above shall which, the determination of the Trustees shall be conclusive). In the case of right of redemption or a postponement of payment for redeemed Shares, a Pa (i) withdraw its request for redemption or (ii) receive payment based on existing after the termination of the suspension. Section 6.7. Minimum Purchase or Redemption. The Certificate of Series may provide for a dollar amount worth of Shares or a minimum numt purchased or redeemed at any one time at the option of a Participant. Section 6.8. Defective Redemption Requests. In the event that a Parti a request for the redemption of a greater number of Shares than are then Participant, such request shall not be honored and, each Participant, by it Declaration, agrees that the Trustees shall have full and complete power to rec the Shares allocated to such Participant, at a redemption price determined i Section 6.5 hereof, sufficient to reimburse the Fund for any fees, expenses, actually incurred by the Fund as a result of such defective redemption request. ose and intent of n of such Series funds relating to ach Participant, by ;essity of a formal stpone the date of whole or any part itional emergency, ois or any general n Stock Exchange ich any financial nd Properly is not ;urred or it is not net assets. Such interest hereunder uch suspension or ;r than the close of nd thereafter there the suspension or to in any event on ave expired (as to ~ suspension of the ticipant may either ie net asset value ;signation of each of Shares may be ;ipant shall submit allocated to such adoption of this teem an amount of n accordance with costs or penalties -26- ARTICLE VIA RECORD OF SHARES Section 7.1. Share Register. The Share Register shall be kept by or on behalf of the Trustees, under the direction of the Trustees, and shall contain (i) the names and addresses of the Participants, (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 Fund as shall keep the Share Register far entry thereon. Section 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 Fund. The registrar shall record the original 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. Section 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 be 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 Fund shall be affected by any notice of such merger, reorganization; consolidation, bankruptcy, insolvency or other event. Section 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 Fund itself for purposes of redemption. Section 7.5. Limitation of Fiduciary Responsibility. The Trustees shall not, nor shall the Participants or any officer, registrar or other agent of the Fund, 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 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 -27- sufficient discharge for all moneys payable or deliverable in respect of such S~ares and from all liability to see to the proper application thereof. Section 7.6. Notices. Any and all notices to which Participants ereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to Participants of records at their last known past office ad esses as recorded on the Share Register provided for in Section 7.1 hereof. ARTICLE V><II PARTICIPANTS Section 8.1. Voting. Each Participant shall be entitled to one vote a with respect to the following matters: (i) amendment of this Declaration or Fund as provided in Section 4.3 and Section 13.1 hereof; (ii) reorganizatic provided in Section 13.2 hereof; and (iii) election of Trustees as provided in '. It shall not be necessary for any minimum number of Shares to be allocated ~ the Participant to be entitled to vote. Participants shall not be entitled to v Series basis, except (a) when required by the Investment Company Act of Shares shall be voted by individual series and not in the aggregate; have determined that the matter affects only the interest of one shareholders of such series shall be entitled to vote thereon. and (b) a matter of right ~rmination of the ~ of the Fund as ection 9.3 hereof a Participant for to on a Series by X40, as amended, Shen the Trustees or more ~ series, then only Section 8.2. Right to Initiate a Vote of the Participants. The Partici ants shall, by an instrument or concurrent instruments in writing delivered to the Board of Tr stees signed by at least twenty-five percent (25%) of the Participants, have the right to initi to a vote of the Participants as to any matter described in clause (i) or clause (ii) of Section 8 1 hereof. Within thirty (30) days of receipt of such instrument or instruments, the Board of Tru tees shall cause a ballot to be sent to each Participant, setting forth the matter to be voted on nd the manner in which such ballots should be executed and delivered. Section $.3. Inspection of Records. The records of the Fund shall be pen to inspection by any Participant at all reasonable times, provided that ten (10) days' writte notice thereof is given to the Board of Trustees. Section 8.4. Meetings of Participants. (a) Meetings of the Participant may be called at any time by a majority of the Trustees, such request specifying the purpo or puzposes far which such meeting is to be called. Any such meeting shall be held within the State of Illinois at such place, on such day and at such time as the Trustees shall designate. (b) A majority of the Participants entitled to vote at such meeting present in person (including, if permitted by applicable Law, participation by conference tel phone or similar communications equipment by means of which all Persons participating in th meeting can hear each other) or by proxy shall constitute a quorum at any annual or special meet ng. - 28 Section 8.5. Annual Meetings or Votes. Annual meetings or votes of the Participants shall be held during January of each year. The business transacted at such meetings, or matters considered in such votes, may include the transaction of such 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. Section 8.6. Notice of Meetings and Yotes. 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 to each Participant at its registered address, mailed at least seven (7) days and not more than sixty (60) days before the meeting or the day by which votes must be cast. Only the 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. Section 8.7. Record Date for Meetings and Votes. For the purpose 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 purpose 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 at 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. Section 8.8. Proxies. At any meeting of Participants, if permitted by applicable Law, any Participant entitled to vote 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 Fund, or with such other officer or agent of the Fund as the Secretary of the Fund may direct, for verification prior to the tune 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 Fund. All proxies shall be revocable at the option of the Participant. Section 8.9. Number of Votes. Only Participants of record shall be entitled to vote and each Participant shall be entitled to one vote without regard to the number of Shares allocated to it, if any, and without regard to the number of Series in which a Participant participates. 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 pn the challenger. Section 8.10. Reports. (a) The Trustees shall cause to be prepared at least annually with respect to any Series of indefinite duration, commencing with the first complete fiscal year after Shares have been purchased for any such Series, (i) financial statements containing at a -29- minimum a statement of assets and liabilities and statements of operations an assets of such Series prepared in conformity with generally accepted accoun (ii) an opinion of an independent certified public accountant on such financi; on an examination of the books and records of the Fund pertaining to su accordance with generally accepted auditing standards. A signed copy c opinion shall be filed. with the Trustees within such period after the close of thereby as znay be determined by the Trustees. Copies of such reports shy Participants of record within a reasonable period preceding the annual rnee Participants. The Trustees shall, in addition, furnish to the Participants, at interim report containing an unaudited balance sheet of the Fund as at the en period and statements of operations and changes in net assets for the period of the then current fiscal year to the end of such quarterly period. of changes in net ng principles and statements based a Series made in such report and ie period covered be mailed to all ig or vote of the ;ast quarterly, an of such quarterly ~m the beginning (b) In addition to any reports and opinions prepared pursuant to pa agraph (a) of this Section 8.10, the Trustees may cause to be prepared or conducted by the F nd's independent accountant such other reports and examinations as the Trustee's shall, in thei discretion, deem appropriate. ARTICLE IX TRUSTEES AND OFFICIaRS Section 9.1. Number and Qualifications. (a) The governing body of e Fund shall be the Board of Trustees, the membership of which shall be determined as he einafter provided. The total number of Trustees shall be eight, one from each of the f flowing Chicago metropolitan councils of government (collectively, known hereinafter s the "COGS "): Northwest Municipal Conference, West Central Municipal Conference, South Suburban Mayors and Managers Association, Du Page Mayors and Managers Conference, ar-d Will County Governmental League and three at-large Trustees. A Trustee representing ne of the COGS shall be an official of a Municipality or public agency, intergovernmental risk management entity, self insurance pool, waste management agency, or other intergo ernmental entity composed solely of participating municipalities that is a member of the res ective COG from. which the Trustee shall serve; and at-large Trustees shall be officials from a y Municipality or public agency, intergovernmental risk management entity, self insura ce pool, waste management agency, or other intergovernmental entity composed solel of participating municipalities that are Participants without regard to any COG affiliations and have had a funded account with the Fund for a minimum of one (1) year as of October 15` of the year of nomination to the Board of Trustees. As a further qualification for office or those Trustees representing one of the five COGS, those officials shall present evidence in writing of the granting of an authorization by the respective COG with which such official's Municipality is affiliated. (b) Any vacancy created on the Board of Trustees shall be filled by t e appointment of an individual having the qualifications described in Section 9.1 (a) hereof ma a by a resolution of a majority of the Trustees then in office. The individual named in the resolution of -30- appointment shall: (i) accept such appointment in writing and (ii) agree in writing to be bound by this Declaration. Whenever any vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in Section 9.5 hereof, the Trustees or Trustee continuing in office, regardless of their number, shall have all the power granted to the Trustees and shall discharge all the duties unposed upon the Trustees by this Declaration. (c) The Trustees, in their capacity as Trustees, shall not be required to devote their entire time to the business and affairs of the Fund. Section 9.2. Initial Trustees. By the initial execution of this Declaration, the following individuals shall be appointed to serve as the initial Trustees: NAME ADDRESS AFFILIATION Grace Turi Village of Western Springs West Central Municipal 740 Hillgrove Avenue Conference Western Springs, IL 60558-1409 David Niemeyer Village of Richton Park South Suburban Mayors and 4455 Sauke Trail Managers Association Richton Park, IL 60471-1126 David Cook Village of Hinsdale DuPage Mayors and 19 East Chicago Avenue Managers Conference Hinsdale, IL 60521-3431 Gary Holmes Village of Shorewood Will County Governmental 903 West Jefferson League Shorewood, IL 60435-9705 Robert Nowak Village of Skokie Northwest Municipal 5127 West Oakton Street Conference Skokie, IL 60077-3633 William Brimm Village of Buffalo Grove At Large (Northwest SO Raupp Boulevard Municipal Conference) Buffalo Grove, IL 600892139 John Crois Village of Westchester At Large (West Central 10240 West Roosevelt Road Municipal Conference) Westchester, IL 60154-2519 Section 9.3. Term and Election. Each Trustee elected or appointed as provided in Section 9.1 or 9.5 hereof, shall (except in the event of resignations or removals or vacancies pursuant to Section 9.4 or 9.5 hereof) hold office until their successor has been elected and has qualified to serve as Trustee. At the first annual meeting or vote of the Participants, the Trustees shall be divided by lot into the following three classes: -31- CLASS A Three At-Large Trustees CLASS B Municipal Officials Representing Two of the >iv~ COGS CLASS C Municipal Officials Representing Remaining 3 The initial term of office for Class A Trustees shall be until their succe sots elected at the annual meeting of Participants in January, 1997 have qualifted to serve as Tr stees. The initial term of office for Class B Trustees shall be until their successors elected at the nnual meeting of Participants in January, 1998 have qualified to serve as Trustees. The initial term of office for Class C Trustees shall be until their successors elected at the annual meeting of Participants in January, 1999 have qualified to serve as Trustees. The term of office for ach. Class B and Class C Trustee after the initial teen of office shall be three years. At the nnual meeting of Participants following the conclusion of each fiscal year, Class B and Class Trustees shall be elected to succeed those whose terms expire and to serve for a term of three ears or until their successors shall be elected and qualified. After the initial term of office for the three Class A at-large Trustees, subsequent Class A at-large Trustees candidates shall be no mated for office by either the Board of Trustees or by a minimum of ten Participants. Co encing with the Trustee election in 2006, three Class A at-large Trustees shall be elected, and t eir terms shall be staggered by lot for one, two and three year terms. Terms of service for th Class A at-large Trustees elected in 2006 shall expire in 2007, 200$, and 2009 respectivel Trustees may succeed themselves in office. Election of Trustees shall be by an affirmative v to of the majority of the Participants entitled to vote on the matter, with each Participant being a titled to one vote. The election of a Trustee (other than an individual who was serving as a T stee immediately prior to such election) shall not become effective until and unless such pe on shall (i) have accepted his election in writing; (ii) have agreed in writing to be bound by the terms of this Declaration; and (iii) be an individual having the qualiftcations described in Section 9.1 (a) hereof. Trustees elected to fill newly-created positions or appointed during term shall serve until the expiration of the term for the other Trustees of such Class. Section 9.4. Resignation and Removal. Any Trustee may resign ( ithout need for a prior or subsequent accounting) by an instrument in writing signed by him an delivered to the Chairman, the Vice Chairman, or the Secretary (referred to in Section 9.7 hereof) and such resignation shall be effective upon delivery or at a later date according to the t rms of the notice. Any Trustee may be removed with or without cause by a majority vote of the remaining Trustees. Upon the resignation or removal of a Trustee or his otherwise ceasi g to be a Trustee, he shall execute and deliver such documents as the remaining Trustees sh 11 require for the purpose of conveying to the Fund or the remaining Trustees any Fund Prope held in the name of the resigning or removed Trustee. Upon the incapacity or death of any rustee, his legal representative shall execute and deliver on his behalf such documents as the r rnaining Trustees shall require as provided in the preceding sentence. Section 9. S. Vacancies. (a) The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the failure of such Trustee to qualify un er Section 9.1 (a) hereof or the death, resignation, adjudicated bankruptcy or incompetence, or ther incapacity to exercise the duties of the office, or removal of a Trustee. 32 - (b) No such vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration and title to any Fund Property held in the name of such Trustee and the other Trustees or otherwise, shall, in the event of the death, resignation, removal, bankruptcy, adjudicated bankruptcy or incompetence, or other incapacity to exercise the duties of the office of such Trustee, vest in the continuing or surviving Trustees without necessity of any further act or conveyance. In the case of an existing vacancy, a majority of the Trustees continuing in office, regardless of their number, acting by resolution may fill such vacancy and any Trustee so elected by the Trustees shall hold office until the next annual meeting of Participants and until his successor has been elected and has qualified to serve as Trustee. (c) Upon the effectiveness of any such appointment as provided in this Section 9.5, the Fund Property shall vest in such new Trustee jointly with the continuing or surviving Trustees without the necessity of any further act or conveyance; provided, however, that no such election shall become effective unless or until the new Trustee shall (i) have accepted his election in writing; (ii) have agreed in writing to be bound by the terms of this Declaration; and (iii) be an individual having the qualifications described in Section 9.1 (a) hereof Section 9. b. Meetings. Meetings of the Trustees shall be held fronn time to time upon the call of the Chairman, or any two Trustees. Regular meetings of the Trustees may be held without call. or notice at a time and place fixed by the bylaws or by resolution of the Trustees_ The Trustees may act with or without a meeting, if permitted by law. A quorum for all meetings shall be a majority of the Trustees. Any agreement or other instrument or writing executed by one or more the Trustees or by any authorized persons shall be valid and binding upon the Trustees and upon the fund when authorized or ratified by action of the Trustees as provided. in this Declaration. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another; and all such Trustees shall be deemed to be present in person at the meeting. Section 9.7. Officers. (a) The officers of the Fund shall be a Chairman, a Vice- Chairman, an Executive Director, a Treasurer, a Secretary and such other officers, if any, as the Trustees may from time to time elect or appoint. Any officer may be (but no officer need be, unless otherwise required by this Section 9.7) a Trustee or Participant of the Fund, except that the Executive Director shall not be a Participant. Except for the Chairman and Vice-Chairman, any two or more offices may be held by the same person. (b) The Chairman, the Vice-Chairman, the Treasurer and the Secretary shall be elected annually by the Trustees at their first meeting in each calendar year or at such later meeting in such year as the Trustees shall determine. Other officers, including (without limitation) the Executive Director, may be appointed by the Trustees at said meeting or at any other time. The Chairman, the Vice-Chairman, the Treasurer and the Secretary shall be Trustees and shall be elected by the Trustees for two-year terms and may hold office only as long as they continue to be Trustees. Effective January 1, 2004, officers shall serve for a maximum of three (3) consecutive two-year terms or until such time as their term on the Soard ends, whichever is sooner. Officers may be nominated for another office and if elected could serve for a maximum of three (3) consecutive two-year terms in the new office. Each other officer, including (without -33- limitation) the Executive Director, shall hold office at the pleasure of the rustees and shall remain in office until their respective successors and assigns are chosen an qualified, unless their term of office is sooner terminated, by death, resignation or removal. (c) The Chairman shall preside at all meetings of the Participants an of the Trustees at which he is present; and shall have such other duties and powers as specified herein and as may be assigned to him by the Trustees. The Vice-Chairman shall be assigned such duties as the Chairman deems appropriate. In the event of the Chairman's absence or i ability to act, the Vice-Chairman shall, during such absence or inability to act, or until su h time as a new Chairman is chosen, perform all duties and exercise all powers within the no al purview o~the Chairman. (d) The Executive Director shall be the chief executive and chief in estment officer of the Fund. The Executive Director shall, subject to the control, supervision a d direction of the Trustees, have general supervision, direction and control of the business of e Fund and of its employees, and shall perform such other duties and have such other powers a the Trustees shall prescribe from time to time. (e) The Treasurer shall be the chief financial officer of the Fund d, subject to any arrangement made by the Trustees with a bank or trust company or oth r organization as custodian, shall be in charge of its valuable papers and shall have such other duties and powers as may be designated from time to time by the Trustees. Any Assistant Tr asurer shall have such duties and powers as shall be designated from time to time by the Trust es. The Treasurer shall also be the chief accounting officer of the Fund and shall be in char e of its books of account and accounting records. The Treasurer shall be responsible for prep ration of financial statements of the Fund and shall have such other duties and powers as may e designated from tinge to time by the Trustees. (f) The Secretary shall record all proceedings of the Participants a d the Trustees in books to be kept therefor, which books shall be kept at the principal office o the Fund. In the absence of the Secretary from any meeting of the Participants or Trus ees, an Assistant Secretary, or if there be none or if he or she is absent, a temporary clerk cho en at the meeting shall record the proceedings thereof in the aforesaid books. (g) No Trustee, officer or employee of the Fund shall bean " Adviser as such term is defined in Investment Company Act of 1940, as Section 9. S. Bylaws. The Participants znay adopt and, from time t repeal bylaws for the conduct of the business of the Fund, and in such byL things, may define the duties of the respective officers, agents, employees, and the Fund. Any amendment to the Bylaws should be submitted in writing to e least twenty-eight (28) days prior to the meeting of the Participants at wl amendment is to be considered. Amendments shall be adopted by not les: (3/Sths) affirmative vote of all the Participants, who may vote either in person Bylaws shall not conflict with the provisions hereof, and to the extent of any provisions of this Declaration of Trust shall be deemed to control. person" of the ~ time, amend or iws, among other representatives of ach Participant at ich the proposed than three-fifths or by proxy. The such conflict, the -34- ARTICLE X DETERMINATION OF NET ASSET VALUE AND NET INCOME; DISTRIBUTIONS TO PARTICIPANTS Section 10.1. Net Asset Value. The net asset value of each allocated Share of the Fund shall be determined at such time or times 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 Investment Circular as the same may be amended from time to time ar in the applicable Certificate of Designation of a Series. The duty to make the calculations may be delegated by the Trustees to the Adviser, the Administrator, the Custodian or such other Person as the Trustees by resolution may designate. The Trustees may adopt different methods for the determination of the net asset value of different Series of Shares. Section 10.2. Constant Net Asset Value; Reduction of Allocated Shares. (a) In furtherance and not in limitation of the provisions of Section 10.1, the Trustees may designate that one or more Series shall be governed by the provisions of this Section 10.2. The Trustees shall have full and complete power to determine the net income (including unrealized gains and losses on the portfolio assets) of the Series once on each business day and, upon each. such determination such net income shall be credited proportionately to the accounts of the Participants in such a manner, and with the result, that the net asset value per Share of the Series shall remain at a constant dollar value. The general method used for the determination of the net income of the Series 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 Investment Circular as the same may be amended from time to time or in the applicable Certificate of Designation. The duty to make the daily calculations may be delegated by the Trustees to the Adviser, the Administrator, the Custodian or such other Person as the Trustees 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, the Trustees will reduce the aggregate number of the Series' allocated Shares in an amount equal to the amount by which the net loss exceeds accrued income by having each Participant contribute to the Fund's corpus its pro rata portion of the total number of Shares required to be redeemed in order to permit the net asset value per Share of the Series to be maintained at a constant dollar value. Each Farticipant will be deemed to have agreed to such contributions in these circumstances by its investment in the Fund and the Series and its adoption of this Declaration. The purpose of the foregoing procedure is to permit the net asset value per Share of the Series 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 Investment Circular as the same may be amended from time to time or in the Certificate of Designation. Section 10.3. Supplementary Distributions to Participants. In addition to redemptions made at the request of individual Participants pursuant to Section 6.S hereof, the Trustees may -35- from time to tune also declare and make to the Participants, in proportion allocation of Shares, out of the earnings, profits or assets in the hands of supplementary distributions as they may determine. The declaration an supplementary distributions and the determination of earnings, profits, and otk available for supplemental distributions and other purposes shall lie wholly the Trustees and may be made at such time and in such manner as the TrusteE discretion from time to time determine. Any or all such supplementary di made among the Participants of record at the tune of declaring a distribu Participants of record at such other date as the Trustees shall determine. to their respective the Trustees, such i making of such er funds and assets n the discretion of s may in their sole >tributions may be lion or among the Section 10.4. Retained Reserves. The Trustees may retain from the ross income of the Fund (including, without limitation, reinvestment proceeds described in Section 6.1(b)(iv) hereof) such amount as they may deem necessary to pay the debts and expen es of the Fund and to meet other obligations of the Fund, and the Trustees shall also have the power to establish such reasonable reserves as they believe may be required to protect the Fund nd the Participants against contingent liabilities. ARTICLE XI CUSTODIAN Section 11.1. Duties. The Trustees shall employ a bank or trust c under the Laws of the United States of America or the State of Illinois havi State of Illinois and having a capital and surplus aggregating at least twenty- ($25,000,000) as Custodian with authority as its agent, but subject to limitations and other requirements, if any, as may be contained in the byl< perform the duties set forth in the Custodian Agreement to be entered into bei the Custodian. ~mpany organized ig an office in the ive million dollars such restrictions, ~vs of the Fund to ~veen the Fund and Section 11.2. Appointment. The Trustees shall have the power to sel ct and appoint the Custodian for the Fund. The Custodian Agreement shall provide that it may terminated at any time without cause and without the payment of any penalty by the Fund o no less than sixty (60) days' written notice to the Custodian. Section 11.3. Sub-Custadians. The Trustees may also authorize the C one or more Sub-Custodians from time to time to perform such of the acts Custodian and upon such terms and conditions, as may be agreed upon bete and such Sub-Custodians and approved by the Trustees; provided, howev Custodian will be liable and responsible to the Custodian for performance of i the Custodian shall acknowledge that the employment of a Sub-Custodia services does not relieve the Custodian of its liability and responsibility to t (without limitation) for the failure of such Sub-Custodian to perform its duty. todian to employ d services of the en the Custodian that such Sub- services and that to perform such Fund, including - 36 Section 11.4. Successors. In the event that, at any time, the Custodian shall resign or shall be terminated pursuant to the provisions of the Custodian Agreement, the Trustees shall appoint a successor thereto. Section 11.5. Additional Custodians. The Trustees may in their discretion employ one or mare Custodians in addition to the Custodian referred to in Section 11.1. Such additional Custodians shall be banks or trust companies organized under the laws of the United State of America and the State of Illinois having an office in the State of Illinois and having capital and surplus aggregating at least twenty-ftve million dollars ($25,000,000). Such additional Custodian shall perform such duties (including duties applicable only to designated Series) as may be set forth in an agreement between the Fund and the additional Custodian. ARTICLE XII RECORDING OF DECLARATION OF TRUST Section 12.1. Recording. This Declaration and any amendment hereto shall be filed, 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 naay deem appropriate. 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 same earlier or later time far the effectiveness of such amendment, such amendment shall be effective upon its .filing. An amended Declaration, containing or restating the original Declaration 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 thereafter be referred to in lieu of the original Declaration and the various amendments thereto. Notwithstanding the foregoing provisions of this Section 12.1, no filing or recordation pursuant to the terms of this Section 12.1 shall be a condition precedent to the effectiveness of this Declaration or any amendment hereto. ARTICLE XIII AMENDMENT OR TERMINATION OF FUND; DURATION OF FUND Section 13.1. Amendment or Termination. The provisions of this Declaration may be amended or altered (except as to the limitations on personal liability of the Participants and Trustees and the prohibition of assessments upon Participants), or the Fund may be terminated by the affirmative vote of a majority of the Trustees entitled to vote, or, if permitted by applicable Law, by an instrument or instruments in writing, without a meeting, signed by a majority of the Trustees when authorized to do so by vote or written consent of a majority of the Participants entitled to vote thereon; provided, however, that the Trustees may, from time to time by atwo-thirds vote of the Trustees, and after fifteen (15) days' prior written notice to the Participants, amend or alter the provisions of this Declaration, without the vote or assent of the -37- Participants, to expand the categories of Persons that may become Participant in the Fund to the extent permitted by applicable Law and to the extent deemed by the Trustees in good with to be necessary to conform this Declaration to the requirements of applicable la or regulations or any interpretation thereof by a court or other governmental agency of compet nt jurisdiction, but the Trustees shall not be liable for failing so to do. Notwithstanding th foregoing, (i) no amendment may be made pursuant to this Section 13.1 which would than a any rights with respect to any allocated Shares of the Fund by reducing the amount pay ble thereon upon liquidation of the Fund or which would diminish or eliminate any vo ing rights of the Participants, except with the vote or written consent of two thirds of the P 'cipants entitled to vote thereon; and (ii) no amendment may be made which would cause any of the investment restrictions contained in Section 4.2 hereof to be less restrictive without the a irmative vote of a majority of the Participants entitled to vote thereon. (a) Upon the termination of the Fund pursuant to this Section 13.1: (i) The Fund shall carry on no business except for the pu ose of winding up its affairs; (ii) The Trustees shall proceed to wind up the affairs of the and and all of the powers of the Trustees under this Declaration shall continue until the ffairs of the Fund shall have been wound up, including, without limitation, the power to ulfill or discharge the contracts of the Fund, collect its assets, sell, convey, assign,, ex hange, transfer or otherwise dispose of all or any part of the remaining Fund Prope to one or more persons at public or private sale for consideration which may consist i whole or in part of cash, securities or other property of any kind, discharge or pay its li bilities, and to all other acts appropriate to liquidate its affairs; provided, howeve , that any sale, conveyance, assignment, exchange, transfer or other disposition of all r substantially all of the Fund Property shall require approval of the principal terms of t e transaction and the nature and amount of the consideration by affirmative vote of not 1 ss than a majority of the Participants entitled to vote thereon; and (iii) After paying or adequately providing for the payment o all liabilities, and upon receipt of such releases, indemnities and refunding agreeme ts, as they deem necessary for their protection, the Trustees may distribute the remaini g Fund Property, in cash or in kind or partly in each, among the Participants according o their respective proportionate allocation of Shares. (b) Upon termination of the Fund and distribution to the Parti ipants as herein provided, a majority of the Trustees shall execute and lodge among the recor s of the Fund an instrument in writing setting forth the fact of such termination, and the Truste s shall thereupon be discharged from all further liabilities and duties hereunder, and the right, ti le and interest of all Participants shall cease and be canceled and discharged. (c) A certification in recordable form signed by a majority of the T an amendment and reciting that it was duly adopted by the Participants or •,es setting forth the Trustees as -38- aforesaid or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment. Section 13.2. Power to Effect Reorganization. If permitted by applicable law, the Trustees, by vote or written approval of a majority of the Trustees, may select, or direct the organization of, a corporation, association, trust or other Person with which the Fund may merge, or which shall take over the Fund Property and carry on the affairs of the Fund, and after receiving an affirmative vote of not less than a majority of the Participants entitled to vote at any meeting of the Participants, the notice for which includes a statement of such proposed action, the Trustees may effect such merger or may sell, convey and transfer the Fund Property to any such corporation, association, trust or other Person in exchange for cash or shares far securities thereof, or beneficial interest therein with the assumption by such transferee of the liabilities of the Fund; and thereupon the Trustees shall terminate the Fund and deliver such cash, shares, or beneficial interest ratably among the Participants of this Fund in redemption of their Shares. Section 13.3. Duration. The Fund shall continue in existence in perpetuity, subject in all respects to the provisions of this Article XIII. ARTICLE XIV MISCELLANEOUS Section 14.1. Governing Law. This Declaration is adopted by the Participants and delivered in the State of Illinois 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 Illinois. Section 14.2. Counterparts. This Declaration 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. Section 14.3. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Fund, or of any official or public body or office in which this Declaration nraay be recorded, appears to be a Trustee hereunder or the Secretary or the Treasurer of the Fund, certifying to: (i) the number or identity of Trustees or Participants; (ii) the due authorization of the execution of any instrument or writing; (iii) the form of any vote passed at a meeting of Trustees or Participants; (iv) the fact that the number of Trustees or Participants present at any meeting or executing any written instrument satisfies the requirements of this Declaration; (v) the form of any bylaw adopted by or the identity of any officers elected by the Trustees; or (vi) the existence of any fact or facts which in any manner relate to the affairs of the Fund, 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 Fund and the successors of such Person. -39- Section 14.4. Provisions in Conflict with Law. The provisions of th s Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that y one or more of such provisions (the "Conflicting Provisions ") are in conflict with applicable federal or Illinois Laws, the Conflicting Provisions shall be deemed never to have constitu ed a part of this Declaration; provided, however, that such determination by the Trustees all not affect or impair any of the remaining provisions of this Declaration or render invali or improper any action taken or omitted (including, but not limited to, the election of Trust es) prior to such determination. Section 14.5. Gender; Section Headings. (a) Words of the masculine ender shall mean and include correlative words of the feminine and neuter genders and word importing of the singular number shall mean and include the plural number and vice versa. (b) Any headings preceding the texts of the several Articles an Sections of this Declaration and any table of contents or marginal notes appended to copi s hereof, shall be solely for convenience of reference and shall neither constitute a part of th s Declaration nor affect its meaning, construction or effect. Section 14.6. Adoption by Municipal Treasurers Electing to B come Additional Participants; Resignation of Participants. (a) Any Municipal Treas rer meeting the requirements of Section 1.2 hereof, may become an additional Participant of this Fund by (i) taking any appropriate official action to adopt this Declaration; (ii) furni hing the Trustees with satisfactory evidence that such official action has been taken; and iii) furnishing the Trustees with a certificate of the Clerk of such Municipality setting fo the names and specimen signatures of the officials of such Municipality authorized at the t me of delivery of such certificate to act on behalf of such Municipality in connection with he Municipality's participation in the Fund. A copy of this Declaration may be adopted by e ecuting a written instrument of adoption in such form as zaaay be prescribed by the Truste s. Delivering an acknowledged copy of such instrument shall constitute satisfactory eviden of the adoption contemplated by this Section 14.6. (b) Any official custodian meeting the requirements of Section 1.2 h reof, may become an additional Participant of this Fund by (i) taking any appropriate official a tion to adopt this Declaration; (ii) furnishing the Trustees with satisfactory evidence that such fficial action has been taken; and (iii) furnishing the Trustees with a certificate of the recor ing officer of the intergovernmental risk management entity, self-insurance pool, waste mono ement agency, or other intergovernmental entity composed solely of participating municipalitie ,setting forth the names and specimen signatures of the officials of such entity or pool authori ed at the time of delivery of such certificate to act on behalf of such entity or pool in c nnection with its participation in the Fund. A copy of this Declaration may be adopted by e ecuting a written instrument of adoption in such form as may be prescribed by the Truste s. Delivering an acknowledged copy of such instrument shall constitute satisfactory eviden of the adoption contemplated by this Section 14.6. (c) Any Participant may resign and withdraw from the Fund ~y following the procedures for effecting redemption as set forth in the Investment Circular o the Fund, as the -40- same may be amended from time to time, or applicable Certificates of Designation. Tn addition to such procedures, the Participant must send a written notice to the Chairman of the Fund and the Administrator. Such resignation and withdrawal shall become effective upon the later of the withdrawal of Shares or the receipt of the written notice by the Chairman of the Fund and the Administrator. No resignation and withdrawal by a Participant shall operate to annul this Declaration and terminate the existence of the Fund. -41- YN WITNESS WHEREOF, the undersigned Trustees, pursuant to sc Declaration of Trust acting in their respective capacities as Tntstei Metropolitan investment Fund have executed this Declaratian as of the 1st and this Declaratian shall take, and came into, full farce and effect a: Sectian 12.1. Willia ~ ~~~ Tnzstce David~aak ~ ,/j y µ /~ ~I' ,J .Trustee 'I:imath tt~ a e~ ~~~ .~,,,~ ~ ,Trustee Gary 1 cs . "Trustee Robert No ,Trustee Jahn Groin - -f.~+~-- , Trustee Grace T ri ction 12.1 of this s of the Tllinais day of July, 1996, provided in said IMET Convenience Fund • Short--term depository vehicle • 110 percent collateralization with United States Treasury & Agency securities • One-day (next day) liquidity • $25,000 minimum initial deposit • Created for the sole use of IMET participants • Net return pegged to federal funds target rate (currently 5.25 percent) 1/31/07 Merrill Lynch IMET 3 Ma. T-bill IL Funds Convenience Index Avg. Yield** Fund Latest 1 yr. 4.96 5.03 5.04 Since Inception 3.88 3.87 N/A Yield to Maturity 5.08 5.16 5.25 wtd. Avg. neat. 79 days 5 days Overnight Duration 84 days 4 Illinois Metropolitan Investment rand IMET 1-3 Year Fund Overview and Structure • Created and controlled by and far Illinois public managers, finance officers, and their communities • A triple-A rated, 1 to 3 year government bond fund • A pooled fund investing exclusively in U.S. Treasury and Agency obligations • Established as anot-for-profit investment trust • Developed with five-day liquidity • Approved for both operating and pension funds • Other Products Include: - Short-Term Convenience Fund - Arbitrage Rebate Calculation Service G Illinois Metropolitan Investment Fund IME'T Benefits -Based on Strong Beliefs • Earns Highest Ratings Available (Aaaf/S1) • Highest quality securities provide diversification • Daily marking to market • Sound oversight • Liquidity • Slight maturity extension provides diversification and enhancement • Purchasing power • Results-oriented • Thoughtful growth Illinois Metropolitan Investment Fund Service -All IMET activity and development is based on the needs and feedback of IMET Participants g Illinois Metropolitan Investment I^~ind Quality Leadership and Oversight contribute to our success Board of Trustees consists of eight Illinois public agency managers and finance directors. • Quality staff are dedicated to responding to your concerns. • Additional third party consultants review performance calculations. • Independent auditors • The following Trustees have been with IMET since its inception: Gary Holmes - Robert Nowak 11 Illinois Metropolitan Investment Fund IMET has a record of quality and Performance December 2006 IMET Performance Summary Merrill 12/31/2006 Net Gross Lehman Lynch IMET 1-3 Yr. Convenien IMET IMET Gavt 3 Mo. T-bill IL Funds ce Return Avg. s"` Returns* Index Index Yield*"` Fund Month 0.09 0.12 0.04 0.44 0.43 0.43 Latest 1 yr. 4.17 4.45 4.12 4.85 4.94 4.96 Since Inception 4.66 5.00 4.92 3.87 3.86 N/A Yield to Maturity 4.97 4.97 4.94 5.08 5.16 5.25 Wtd. Avg. Mat. 1.67 yrs. 1.67 yrs. 1.$6 yrs. 88 days 6 days overnight 1.53 Duration yrs. 1.53 yrs. 1.75 yrs. 84 days "` IMET returns are calculated based on beginning period and ending period NAVs. *"" IL Funds returns are based on the average of all historical monthly returns. *** Since Inception returns are calculated from July 1996 through the most recent month end. The IMET Convenience Fund was established in September 2003. 1( Illinois Metropolitan lnvesttncnt Fund IMET has a record of quality ari.d Performance - _ _ ~ - Grawtli of a $I,(l[1Q,000 Investsx-ent ~ Gross of Fees I $1 .700,D00 ~ $1,650,ODD - $1,600.000 $1,550 000 $1,500,000 $1.450,000 $1,400 000 '$1,350 000 $1,300,000 $1,250,000 $1,200,000 $1,950 D00 $1,100000 $1,050 000 n ~ t>7 r ~ A n ~ ~ n ~ t71 t` ~ t71 N ~ ~ n ~ ?7 ~ ~ 7S f= ~ ~1 n ~ CA. t+ -p••-ftv1k0"-Gross -~---~-Lehman 1-3 yr - --- 3-MbnU1 T-bill -.-~--- IL >=und5 '; 1+trrnualized Returns Since Inception - _ ~o ' 600 ...... ........ ~~ ~~ 4.50 .. .. .... ~1'}`. ~'.. 3.00 .. .. ~I .. 1.50 ...... ._. ~~~#11#1###~##i!#1#111~11~~1111 --- LeFrrran t-3 Yr hdar --~ IM1~~ Total Retum ~'~-IN~nth T-8dl *>tlex Jr< Ilmals Funtls ~ _.__-._~ _ .._ _ _..Y __-... ....J 17 Illinois Metropolitan Investment fund IMET has a record of quality and Performance 12-Month Returns lU_5U - _ _. _.--- -.-_. 9.00 ~. ---- ----. -..-- . - .._.-_ '.SO _. ---- -.._-.- --- ---.. C_00 __.. _-.--- 4.50 -~- -------.. _.... --- - 3.00 _ -- _..- - ---- L~~) ~ -- -... - Lei,;, ~ -I.S~J - - _- . CC 40 G~ y~ ~ .p ~ ~ ~ p~p ~ m ' x~x ~_ ~ k M ~r[i p~p ~ ~ ~ ~ x~x ~ ~ 7p~~ ~ ~ X M X +^ M ~ ~ ,~~ ~ ~ F X r" ~r ~ ~ ~ ~ ~r if M C7 ~ M pp pp ~ ~^ e+ ) r] c , , r , C7 r N rn rn f~l ] c ~ ~ . r7 r ; N Date ~--- ] '~iFT Total Rcf»m ----Lehman 1-3 1'r Index 3-I~Ionch T' Bill Index J+- Tlh nois Funds Two~Yea~r Returns ~.a~ - - -_ -------- ~.~o - - - cti.oo 4_SFl -- --....-. _ 3.IlE) i I D_{}l) ~ r~ ~ I ti r-+ rr c+' r 1 M tK ; ; O .r G ~ ~ ~ O ~ O .. ~ - - Lelurran 1-3 Year Index --~-- Illinois 11T~trvpalztan Inc>estment Fund l~iertill Lpnch 3-l4tanth Treasury- Bill Index i --~ TIli~ois Funds ~ 1 18 Illinois Metropolitan Investment Fund IMET has a proven record of accomplishments • Assisting municipalities and other public agencies in reaching their financial goals • Growth in participants: 170 members • Growth in assets: X374 million • Visibility in the Illinois marketplace 20 Illinois Metropolitan Investment k'und We value lasting, tong-term relationships Municipalities Village of Addison Village of Hinsdale Ciry of Oakbrook Terrace Village of Algonquin Village of Hoffman Fstates Village of Olympia Fields Village of Arlington Heights Village of Homewood Village of Orland Hills Village of Barrington Village of Huntley City of Park Ridge Village of Bartlett Village of Inverness Village of Richton Park City of Bloomington Village of Itasca Village of Riverdale Village of Bolingbrook City of Kankakee Village of Riverside Village of Broadview Village of La Grange City of Rock Tsland Village of Buffalo Grove Village of Lake Bluff City of Rolling Meadows Village of Burr Ridge City of Lake Forest Village of Romeoville Village of Carol Stream Village of Lake "Zurich Village of Roselle Village of Carpentersville Village of Lemont Village of Sauk Village Village of Cary Village of Libertyville Village of Schaumburg City of Champaign Village of Lincolnshire Village of Schiller Park Village of Channahon Village of Lincolnwood Village of Shorewood Village of Clarendon Hills Village of Lombard Village of Skokie City of Collinsville Village of Long Grove Village of South Elgin City of Countryside Village of Lyons Village of Streamwood City of Darien City of Marquette Heights Village of University Park City of Decatur Village of Matteson City of Urbana City of Des Plaines Village of Minooka Village of Vernon Hills Village of East Dundee Village of Mokena Village of Villa Park Village of Fast Hazel Crest City of Moline City of West Chicago Village of Elk Grove Village of Monee Village of West Dundee Village of Elmwood Patk Village of Morton Grove Village of Westchester City of Evanston Village of Mount Prospect Village of Western Springs Ciry of b"lora City of Mount Vernon Village of Westmont Village of Flossmoor City ofNaperville City of Wheaton Village of Forest Park Village of New Lenox Village of Wheeling Village of Forest View Village of Niles Village of Willow Springs Village of Fox Lake Town. of Normal Village of Willowbrook 'Village of Frankfort Village of North Aurora Village of Wilmette Village of Glen Ellyn Village of Northbrook Village of Winfield Village of Glencoe Village of Northfield City of Wood Dale Village of Hanover Park Village of Oak Brook Village of 'Wood River Village of Hazel Crest City of Oak Forest Village of Woodridge City of Highland Village of Oak Lawn City of Woodstock City of Highland Park Village of Oak Park o~/~~!o~ We value lasting, long-term relationships Pension Funds Addison Police Pension Fund Bloomingdale Police Pensicm Fund Buffalo Grove Firefighters Pension Fund Burr Ridge Police Pension Fund Champaign Firefighters Pension Fund Channahon Police Pension Fund F.,vanston Firefighters Pension Fund Evanston Police Pension Fund Flora Police Pension Fund Flossmoor Firefighters Pension Fund Flossmoor Police Pension Fund Hoffman Estates Police Pension Fund Hoffman Estates Firefighters Pension Fund I.abertyville Firefighters Pension Fund Lombard Firefighters Pension Fund Mount Vernon Firefighters Pension Fund New Lenox Police Pension Fund Normal Firefighters Pension Fund Oak Lawn Firefighters Pension Fund Oak Lawn Police Pension Fund Oakbrook Terrace Police Pension Fund Park Forest Police Pension Fund Riverside Police P?nsion Fund Rolling Meadows Firefighters Pension Fund Skokie Firefighters Pension Fund Skokie Police Pension Fund South Chicago Ileights Firefighters Pension Fund Streamwood Firefighters Pension Fund Streamwood Police Pension Fund West Chicago Police Pension Fund West Dundee Firefighters Pension Fund Westmont Pn_ lice Pension Fund Wheaton Police Pension Fund Wheeling Firefighters Pension Fund Wheeling Police Pension Fund Regional and Other Public Agencies Addison Public Library Cook County Tuberculosis Sanitarium District Geneva Park District Glenbard Wastewater Authority High-Level Excess T..iability Pool -- HELP Intergovernmental Personnel Benefit Cooperative ~~ IPBC Intergovernmental Risk Management Agency -- IRMA Lake County Treasurer's Office Fake County Public Building Commission MclIenry County Municipal Risk Management Association Moraine Valley Community College Municipal Insurance Cooperative Agency - -MICA New Trier Township Northeast Illinois Public Safety Training .Academy -- NIPSTA Northwest Water Commission Solid Waste Agency of Northern Cook County -- SWANCC South Suburban Mayors and Managers Bond Pool South Towns .Agcncy for Risk Management --STARM Southwest Agency for Health Management -- SWAHM Southwest Agency for Risk Management -T SWARM West Cook County Solid Waste Agency -- WCCSWA Westchester/Broadview Joint Water Commission _._.. .. Iglu... YJhJu ,,,. ,..- rl~ •l 1 I I ~IP~1~~~'I~I~ ~ 111 VILLAGE [1P PLAINFIELD March 14, 2007 To: Mayor Waldorf and the Board of Trustees From: Traci Pleckham - Director of Management Services Subject: Illinois Metropolitan Investment Fund J~~mes A. W~lclorf PRP.SiDF.NT Michelle Gihas VILLAC;li CLIIIt.K. TRUSTEES Michael Collins Jeffrey Dement ~~~Lli ray Bill Lamb Welter (~. Manning James Racich. Attached please find a Resolution to approve and authorize the Illinois Metropolitan Investment Fund (THEY) as an investment vehicle option for the Village of Plainfield. 1MET was established as a not-for profit, AAA rated investment fund governed by a Board of Trustees comprised of Illinois public officials representing the Fund's investors. Included is information on the Fund and its products, as well as rate information and a listing of current investors. The assets are fully collateralized and the net return is pegged. to the federal funds rate. Michelle Saddler, Executive Director of IMET will be present at the March 19, 2007 Board meeting to present the fund in greater detail and answer any questions you may have.