RESO 1999-15 - City Funds Investment PoolRESOLUTION NO. 99 -15
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTSVILLE, TEXAS, APPROVING AND AUTHORIZING THE
INVESTMENT OF CITY FUNDS IN AN INVESTMENT POOL
ADMINISTERED BY MBIA MUNICIPAL INVESTORS SERVICE
CORPORATION; AND DECLARING AN EFFECTIVE DATE.
WHEREAS pursuant to the requirements of the Public Funds Investment Act, Texas
Government Code, Section 2256.001 et seq. (the "Act "), the City Council (the "Governing Body ")
of the City of Huntsville (the "Local Government ") has previously reviewed and adopted an
investment policy (the "Policy ") that provides in part that the funds of the Local Government will
be invested in investments permitted by the Act in order to: (1) invest only in investments legally
permitted under Texas law; (ii) minimize risk by managing portfolio investments so as to preserve
principal and maintain a stable asset value; (iii) manage portfolio investments to ensure that cash
will be available as required to finance operations; and (iv) maximize current income to the degree
consistent with legality, safety and liquidity; and
WHEREAS the Act provides that funds under the control of a Local Government may be
invested through investment pools meeting the standards of Section 2256.016 of the Act and the
Local Government has reviewed the Information Statement, dated , as supplemented on
(the "Statement "), of Texas Cooperative Liquid Assets Securities System, an
investment pool (the "Pool" administered by MBIA Municipal Investors Service Corporation, as
the manager of the pool (the "Manager ") and has determined that the investments proposed to be
acquired by the Pool are of a type permitted by the Act and consistent with the Policy and that an
investment in the Pool will assist in achieving the goals set forth in the Policy; and
WHEREAS the Local Government understands that the Pool is created through an instrument
of trust, dated as of January 1, 1996, and amended as of November 20, 1997 (the
"Trust Instrument "), which provides the terms on which the Pool will operate and
the rights of the participants in the Pool will be governed and sets forth the
responsibilities of the Manager, and of Bank One, Texas, N.A. as trustee (the
"Trustee ");
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
HUNTSVILLE, TEXAS, that:
SECTION 1: The form, terms and provisions of the Trust Instrument, a draft of which was
presented and reviewed at this meeting, be and the same are hereby approved and
adopted; and that Patricia Allen, heretofore appointed by the Local Government
pursuant to the Policy and the Act as its Investment Officer, be and she is hereby
authorized and directed to execute and deliver to the Manager and the Trustee in
the name and on behalf of the Local Government, a Trust Instrument substantially
in the form of the trust instrument reviewed and approved at this meeting, together
with such changes as said officer may approve, such approval to be conclusively
evidenced by the execution thereof.
SECTION 2: The investment program described in the Statement is hereby found and determined
to be consistent with the Policy, and to preclude imprudent investment activities arising out of
investment transactions conducted between the Local Government and the Pool.
SECTION 3: The Governing Body hereby officially finds and determines that the facts and
recitations in the preamble of this Resolution are true and correct and adopts the preamble as part
of the operative provisions of this Resolution.
SECTION 4: The Governing Body hereby finds and declares that written notice of the date, hour,
place and subject of the meeting at which this Resolution was adopted was posted for the time
required by law preceding this meeting, and that such meeting was open to the public as required
by law at all times during which this Resolution and the subject matter thereof were discussed,
considered and formally acted upon, all as required by Chapter 551, Texas Government Code,
as amended, and the Act.
SECTION 5: The officers of the Local Government, each is expressly authorized, empowered
and directed from time to time to perform all acts and to execute, acknowledge, seal and deliver
in the name and on behalf of the Local Government all certificates, instruments and other
documents as they may determine to be necessary or desirable to carry out the provisions of this
Resolution and the Trust Instrument, such determination to be conclusively evidenced by the
performance of such acts and the execution of any such documents.
SECTION 6: This Resolution shall take effect and be in full force upon and after its passage.
PASSED AND APPROVED on the 31st day of August, 1999.
ATTEST:
Danna Welter, City Secretary
APPROVED AS TO FORM:
Paul C. Isham, City Attorney
TH CI Y OF HUNTSV LE
-V 77t-e.
William B. Green, Mayor
III. Exhibit D
Participation Certificate
The undersigned does hereby request that it be admitted as a Participant
pursuant to Section 2.3 of the Trust Agreement (the "Agreement") dated as of January 1, 1996 by
and between the Participants, Bank One, Texas, N.A., as Custodian, and MBIA Municipal
Investors Service Corporation. By executing this Participation Certificate, the undersigned agrees
that, upon the execution hereof by the Program Administrator, it will become subject to the same
obligations and shall have the same rights as if it had executed the Agreement.
The undersigned hereby certifies that is the duly designated Representative of the
undersigned as required by the Agreement.
The undersigned hereby certifies that its governing body has taken all actions required by Section
2256.016 of the Public Funds Investment Act, Texas Government Code, in order for it to
participate in the Trust created by the Agreement.
(Name of Participant)
Participant Execution Date
By:
Name:
Title:
Accepted:
MBIA Municipal Investors
Service Corporation
By:
Name:
Title:
ti
IX. Trust Agreement
Preamble
This Trust Agreement dated as of January 1, 1996 (the "Agreement ") is by and among the Texas
local governmental entities and public entities that have taken the actions required by Section
2256.016 of the Public Funds Investment Act, Texas Government Code, and that have either
executed this Agreement or counterparts of this Agreement or Participation Certificates pursuant to
Section 2.3 hereof (the "Participants "), Bank One, Texas, N.A., as Custodian (the "Custodian ")
and MBIA Municipal Investors Service Corporation (the "Program Administrator ").
Whereas, each Participant is permitted pursuant to Section 2256.016 of the Public Funds
Investment Act, Tcxas Government Code, to pool its funds, or funds under its control, with any
similar funds in the treasury of other Participants for the purpose of investing such funds in
statutory permitted investments; and
Whereas, each Participant will receive a substantial benefit by agreeing to invest such funds in
concert with the other Participants because of economies of scale; and
Whereas, it will increase the efficiency of such investment if the funds to be invested in concert are
held by one entity, the Custodian, which will hold such funds and investments in its capacity as
custodian for the benefit of the Participants; and
Whereas, it will increase the efficiency of such investment if the advisory, record - keeping and other
administrative functions are performed by one entity, the Program Administrator, acting on behalf
of the Board of Trustees (as hereinafter defined) and the Participants and if the investment
instructions' of the Participants, are transmitted through one entity, the Program Administrator, to
the Custodian.
Nom, Therefore, in consideration of the premises and the representations, warranties, covenants and
agreements contained herein, each party hereto agrees that all moneys, assets, securities and
property now or hereafter acquired by the Trust (as hereinafter defined) shall be held and managed
in trust by the Board of Trustees (as hereinafter defined) for the equal and proportionate benefit of
the Participants, without privilege, priority distinction among the Participants, and subject to the
terms, covenants, conditions, purpose and provisions hereof as follows:
Article I
The Trust And Definitions
1.1 The Trust
(a) The name of the Trust created by this Agreement shall be "Texas Cooperative Liquid Assets
Securities System Trust" or "Texas CLASS" for so long as MBIA Municipal Investors Service
Corporation is the Program Administrator pursuant to this Agreement. So far as may be
practicable, the Custodian and the Board of Trustees shall conduct the Trust's activities, execute all
documents and sue or be sued under either of the foregoing names. If MBIA Municipal Investors
Service Corporation is no longer the Program Administrator hereunder, the Board of Trustees shall
cease using the designations "Texas Cooperative Liquid Assets Securities System Trust" and "Texas
CLASS" and use such other designation or they shall adopt such other name for the Trust as they
deem proper, and the Trust shall hold property and conduct its activities under such other
designation or name.
(b) The purpose of the Trust is to establish an investment pool for the Participants pursuant to
Section 2256.016 of the Public Funds Investment Act, Texas Government Code, through which a
Participant may pool any of its funds or funds under its control, with the same such funds of any
other Participant in order to preserve principal, to maintain the liquidity of the Participant, and to
maximize yield in accordance with the Public Funds Investment Act (the "Act "), Section 2256.01,
et seq., Texas Government Code or other laws of the State of Texas, from time to time in effect,
governing the investment of funds of a Participant or funds under its control.
(c) The Trust shall maintain an office of record in the State of Texas and may maintain such other
offices or places of business as the Board of Trustees may from time to time determine. The initial
office of record of the Trust shall be: c/o Vinson & Elkins L.L.P., Attention: Monty G. Humble,
Esq., 2001 Ross Avenue, Dallas, Texas 75201. The office of record may be changed from time to
time by resolution of the Board of Trustees, and notice of such change of the office of record shall
be given to each Participant, the Custodian and the Program Administrator.
(d) (i) The Trust shall be a trust organized and existing under the laws of the State of Texas. The
Trust is not intended to be, shall not be deemed to be, and shall not be treated as a general
partnership, limited partnership, joint venture, corporation, investment company or joint stock
company. The Participants shall be beneficiaries of the Trust, and their relationship to the Board of
Trustees shall be solely in their capacity as Participants and beneficiaries in accordance with the
rights conferred upon them hereunder.
(ii) This Agreement is an agreement creating an investment pool within the meaning of the Act.
1.2 Definitions
"Account" shall have the meaning set forth in Section 5.3(a) hereof.
"Act" shall have the meaning set forth in Section 1.1(b) hereof.
"Affiliate" means, with respect to any Person, another Person directly or indirectly in control of,
controlled by or under common control with such Person, or any officer, director, partner or
employee of such Persons.
"Agreement" means this Trust Agreement dated as of January 1, 1996, as amended, by and among
Article I
MBIA Municipal Investors Service Corporation, Bank One, Texas, N.A., as Custodian, and the
Participants.
"Balance" for each Participant means an amount initially equal to zero that is adjusted pursuant to
Article II hereof to reflect, among other things, cash investments by such Participant, cash
payments to such Participant, a pro rata distribution of income from the earnings of the Trust,
investment results and expenses and fees incurred pursuant to this Agreement.
"Board of Trustees" means the board of the Trustees established pursuant to Article III hereof.
"Business Day" means a day on which banks are not required or authorized by law to close in the
State of Texas.
"Conflicting Provisions" shall have the meaning set forth in Section 10.3 hereof.
"Custodian" means Bank One, Texas, N.A., as custodian, or any Person or Persons appointed,
employed or contracted with by the Trust pursuant to Article V hereof.
"Effective Date" means the first day that execution copies of this Agreement have been executed
by the Program Administrator, the Custodian, and three Participants.
"Investment Funds" means immediately available funds delivered by each Participant to the
Custodian for investment pursuant to this Agreement but only if (i) the Representative appointed
by such Participant is authorized pursuant to the laws of the State of Texas to invest such funds and
(ii) the Participant has taken all actions necessary pursuant to the laws of the State of Texas to
authorize the delivery and investment of such funds.
"Investment Procedures" means the procedures for making investments in the Investment
Property set forth in Exhibit A attached hereto, as the same may be amended from time to time
(notwithstanding Section 9.1(a) hereof) by the Program Administrator providing notice of such
change to the Custodian and the Participants.
"Investment Property" means any and all securities, cash and other personal property, tangible or
intangible, which is transferred, conveyed or paid to the Account pursuant to Section 2.1 hereof or
otherwise and all proceeds, income, profits and gains therefrom that have not been distributed to a
Participant pursuant to Section 2.2 hereof, used to discharge an Investment Property Liability or
offset by losses, if any, and expenses. Notwithstanding anything to the contrary, the Custodian shall
not be required to hold, purchase, sell or invest in interests in real property under this Agreement,
and the Participants shall not attempt to transfer such interests to the Custodian. Investment
Property shall not include securities purchased in anticipation of the delivery of funds by a
Participant when such funds are not actually received by the Custodian by the anticipated delivery
date, and any such securities may be immediately sold and the proceeds used to pay any Person that
did in fact provide monies to purchase such securities.
"Investment Property Liability" means any liability (whether known, unknown, actual, contin-
gent or otherwise) incurred in connection with the Investment Property pursuant to this
Agreement that is not specified in Section 6.1 hereof as being paid by the Program Administrator
or specified in this Agreement as being paid directly by a Participant.
Article I
"Investment Property Value" means the value of the Investment Property net of the amount of
the Investment Property Liabilities as determined pursuant to Section 4.5 hereof and the
Valuation Procedures.
"Meeting of the Board of Trustees" means a duly called meeting of the Board of Trustees.
"Participants" means any municipality, county, school district or authority created under Section
52(b)(1) or (2), Article III or Section 59, Article XVI, Texas Constitution, a fresh water supply
district, a hospital district, and any political subdivision, authority, public corporation, body politic,
or instrumentality of the State of Texas, any office, department, commission, board, or other agency
that is part of any branch of state government, an institution of higher education, and any nonprofit
corporation acting on behalf of any of those entities that has taken the actions required by Section
2256.016 of the Act and that has executed either this Agreement or counterparts of this Agreement
or Participation Certificates pursuant to Section 2.3 hereof.
"Participation Certificate" means a certificate entered into pursuant to Section 2.3 hereof.
"Payment Procedures" means the procedures for requesting payments out of the Investment
Property set forth in Exhibit B attached hereto, as the same may be amended from time to time
(notwithstanding Section 9.1(a) hereof) by the Program Administrator providing notice of such
'change to the Custodian and the Participants.
"Person" means any municipality, county, school district or authority created under Section
52(b)(1) or (2), Article III or Section 59, Article XVI, Texas Constitution, a fresh water supply
district, a hospital district, and any political subdivision, authority, public corporation, body politic,
or instrumentality of the State of Texas, any office, department, commission, board, or other agency
that is part of any branch of state government, an institution of higher education, and any nonprofit
corporation acting on behalf of any of those entities, corporation, national association, natural
person, firm, joint venture, partnership, trust, unincorporated organization or group.
"Program Administrator" means MBIA Municipal Investors Service Corporation or any Person
or Persons appointed, employed or contracted with by the Trust pursuant to Article W hereof.
"Representatives" means those persons who have been designated as Representatives by the
Participants pursuant to Section 2.6 hereof.
"Trust" means the Texas trust created as set forth in Section 1.1 of this Agreement.
"Trustee" means any Representative selected pursuant to Article III hereof.
"Valuation Procedures" means the procedures for determining the value of the Investment
Property set forth in Exhibit C attached hereto, as the same may be amended from time to time
(notwithstanding Section 9.1(a) hereof) by the Program Administrator providing notice of such
change to the Custodian and the Participants.
Article II
Participants
2.1 Investments
(a) Each Participant shall have the right from time to time to invest Investment Funds for credit
to such Participant's Balance. A Participant that wishes to make such an investment shall notify the
Program Administrator acting on behalf of the Board of Trustees and follow the Investment
Procedures set forth in Exhibit A. Upon such investment in accordance with Exhibit A, the
Participant shall have an undivided beneficial interest in the Investment Property.
(b) The Balance of a Participant shall be increased upon the investment of Investment Funds by
an amount equal to the amount of such Investment Funds.
(c) No later than the next Business Day after a Participant has made an investment of Investment
Funds, the Custodian shall deliver a confirmation to the Program Administrator. The Program
Administrator shall retain a copy of the confirmation in its records.
(d) Any funds that the Program Administrator is informed do not meet the conditions set forth in
clauses (i) or (ii) of the definition of Investment Funds shall be returned to the Participant investing
such funds by the Custodian at the request of the Program Administrator and such Participant shall
bear all of the costs and liabilities associated with the return of such funds.
(e) There is no maximum or minimum amount that must be invested pursuant to this Agreement
nor is there any maximum or minimum limitations on the aggregate amount of Investment Funds
that any Participant may have invested at one time.
2.2 Payments
(a) Each Participant shall have the right from time to time to request, in accordance with the
Payment Procedures set forth in Exhibit B hereto, that the Program Administrator notify the
Custodian to pay to the Participant (by the transfer of the proceeds received from the sale or
maturity of securities held by the Custodian), or on its behalf, any amount (rounded to the nearest
whole cent) that is less than or equal to the Participant's Balance at the time that payment is made
pursuant to such request. Except as provided in Exhibit B, there shall be no limitation on the
period of time that Investment Funds must be invested through the Trust prior to such payment.
(b) Upon the receipt of any payment request, the Program Administrator shall notify the
Custodian, in writing or orally to be followed by written confirmation, of the payment request from
the Participant, and the requested amount (rounded to the nearest whole cent) shall be paid (by the
transfer of the proceeds received from the sale or maturity of securities held by the Custodian) by
the Custodian to, or on behalf of, such Participant as provided in Exhibit B.
(c) Whenever any payment is made to, or on behalf of, any Participant pursuant to Section 2.2(b)
hereof, such Participant's Balance shall be reduced by the Program Administrator by the amount
of such payment.
(d) Each Participant agrees that, without prior notice, the right to payments may be temporarily
suspended or postponed for the whole or any part of any period (i) during which trading in fixed
income securities generally in any national trading market shall have been suspended or minimum
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Article II
prices or maximum daily charges shall have been established on such market, (ii) a general banking
moratorium shall have been declared by federal or Texas state authorities or (iii) there shall have
occurred any outbreak, or material escalation, of hostilities, or other calamity or crisis, the effect of
which on the financial markets of the United States is such as to make it impracticable (a) to dispose
of the Investment Property because of the substantial losses which might be incurred or (b) to
determine the Investment Property Value in accordance with the Valuation Procedures set forth in
Exhibit C from time to time. The Custodian and each Participant shall be notified as soon as
practicable orally or in writing by the Program Administrator in the event that such a suspension or
postponement is commenced. Such a suspension or postponement shall not itself directly alter or
affect a Participant's Balance. Such a suspension or postponement shall take effect at such time as
is determined by the Program Administrator, and thereafter there shall be no right to request or
receive payment until the first to occur of: (a) in the case of (i) or (ii) above, the time at which the
Program Administrator declares the suspension or postponement at an end, which declaration shall
occur on the first day on which the period specified in clause (i) or (ii) above shall have expired; and
(b) in the case of (iii) above, the end of the first day on which the period specified in clause (iii)
above is no longer continuing as determined by the Program Administrator. Any Participant that
requested a payment prior to any suspension or postponement of payment may withdraw its request
at any time prior to the termination of the suspension or postponement. Notwithstanding anything-
contained in this Section 2.2(d) to the contrary, if during a suspension or postponement period, a
Participant demands in writing the right to receive a payment and it is not impossible to accommo-
date such demand, the Program Administrator shall make all reasonable efforts to effectuate such
payment demand.
2.3 Additional Participants After Initial Execution
Any local government or state agency as defined in the Act of the State of Texas that has the
authority to pool any of its money pursuant to Section 2256.016 of the Act that wishes to become
a party to this Agreement after the Effective Date may do so by taking the actions required by
Section 2256.016 of the Act and by executing either a counterpart to this Agreement or a
Participation Certificate attached hereto as Exhibit D and delivering the counterpart or the original
executed Participation Certificate to the Program Administrator. The Program Administrator shall
provide written notification monthly to the Board of Trustees and the Custodian of the admission
of a new Participant. Any entity that becomes a Participant pursuant to this Section 2.3 shall have
the same rights and obligations hereunder as the other Participants.
2.4 Termination of Participation
(a) Any Participant may withdraw from this Agreement at any time upon written notice to the
Program Administrator, who shall notify the Custodian and the Board of Trustees upon receipt of
such notice of withdrawal. Upon its withdrawal from this Agreement, a Participant shall cease to
have any rights or obligations under this Agreement except for any obligations arising on or before
Article 11
the date of withdrawal. A notice of withdrawal shall be deemed to constitute (i) a request under
the Payment Procedures that an amount equal to the requesting Participant's entire Balance as of
the date of such notice bc paid to such Participant and (ii) a termination of the Board of Trustees'
trust relationship hereunder with the Participant. No withdrawal shall become effective until such
Participant's Balance is equal to zero, and until such time, such Participant shall continue to
possess all of the rights, and to be subjcct to all of thc obligations, arising from this Agreement.
(b) Any Participant that breaches any material covenant contained in Article VIII hereof or for
which any of the representations contained in Article VII hereof ceases to be true shall be deemed
to have given a notice of withdrawal pursuant to Section 2.4(a) hereof immediately upon such
breach or cessation, but shall not be deemed to have requested the payment of its Balance unless
and until it either makes an actual payment request or the Program Administrator determines that
such a breach or cessation has occurred.
2.5 Receipt of Statements and Reports; Requests
(a) Thc Program Administrator, on behalf of thc Board of Trustees, shall provide to each
Participant a copy of thc statements prepared pursuant to Section 4.2 hereof and of the
reports prepared pursuant to Section 4.3 hereof applicable to such Participant.
(b) In addition, each Participant may direct the Program Administrator to provide a statement of
the value of thc Participant's Balance as of the date of the request. The Program Administrator
shall provide such statement, subject only to account activity as of such date.
(c) On behalf of cach Participant, the Program Administrator shall maintain the records relating to
such Participant in a manner that records thc Participant's Balance as one or more subaccounts or
other special accounts to accommodate the desire of such Participant to segregate a portion of its
Investment Funds. Thc Program Administrator shall maintain a separate rccord for each Participant
and shall rccord thc individual transactions involving cach such Participant and the total value by
subaccount of all investments or portions thereof belonging to each such Participant.
(d) No Participant shall bc entitled to any reports or statements applicable solely to
another Participant.
2.6 Representatives
(a) Each Participant shall designate a Representative to act for the Participant hereunder for all
purposes, including, without limitation, to give consents on behalf of the Participant and to receive
notices on behalf of the Participant. Pursuant to Section 2256.005(0 of the Act, such
Representative shall be the investment officer that is empowered by the charter, ordinances or other
rules or regulations of the Participant to direct the investment of such Participant's Investment
Funds. Thc Representatives, in thcir capacity as Representatives shall not be required to devote
thcir entire time to duties under the Agreement. To the extent permitted by law, each
Representative may designate additional persons who may act on behalf of the Representative to
transmit the Representative's instructions to the Program Administrator, the Custodian or the
Article II
Board of Trustees. The execution of this Agreement by a Participant shall constitute the express
written authorization to deposit, withdraw, invest, transfer and manage funds of the Participant
required by Section 2256.005(0 of the Act.
(b) Each Representative shall be the official responsible for the investment of Investment Funds
into the Trust and all payments made from the Trust for the Participant represented by such
Representative. In making such investments and payment requests, each Representative shall use
judgment and care to achieve the following objectives in the indicated order: (i) preservation and
safety of principal, (ii) liquidity, and (iii) yield.
Article III
Trustees and the Board of Trustees
3.1 Selection of Trustees
(a) Commencing in 1998 and in each calendar year thereafter, the Program Administrator shall call,
upon at least fifteen days' written notice to the Participants, a meeting of the Participants for the
purpose of selecting Trustees for the Trust. If the Program Administrator shall fail to call such a
meeting, any two Participants may call such a meeting by providing at least fifteen days' written
notice to the other Participants. At such meeting, the Participants may nominate persons to serve
as Trustees of the Trust. In order to qualify to be nominated as a Trustee, a candidate must be a
Representative. The number of Trustees to be selected shall be determined by the Participants at
such meeting, provided that the number of Trustees shall be an odd number of three (3) or more.
In order to be elected as a Trustee, a candidate must receive a majority of the votes of the
Participants present and voting at such meeting. A quorum for such meeting shall be twenty-five
percent of thc total number of Participants determined at thc time the notice of the meeting is sent.
If a quorum is not present, the meeting may be adjourned to a future time and place set at such
meeting. Each Participant shall be entitled to one vote regardless of the amount of funds invested
in the Trust.
(b) Prior to the commencement of the terms of the Trustees elected at the first Participant meeting
held prior to June 30, 1998, the following individuals shall serve as the Trustees of the Trust:
Melani Carey, William Measures, Esq., and Philip Roberson.
(c) The Program Administrator shall send written notice to the Participants and the Custodian
listing the names of the Trustees elected at each annual meeting.
3.2 Board of Trustees
The Board of Trustees shall be made up of all of the Trustees elected by the Participants or
designated pursuant to Section 3.5 hereof. The Board of Trustees shall supervise the Trust and the
affairs of the Trust and shall act as the liaison between the Participants and the Custodian and the
Article HI
Program Administrator. The Board of Trustees shall constitute the advisory board of thc Trust for
purposes of Section 2256.018 of thc Act. Thc Board of Trustees shall have the power to administer
thc affairs of thc Trust and to enter into contracts and agreements on behalf of the Trust in
order to effectuate the terms of this Agreement. Thc Board of Trustees shall have thc power to
select all of the Trust's consultants, including, without limitation, the Program Administrator and
thc Custodian, subject to the terms of this Agreement. The Trustees shall select by majority vote
a chairman of thc Board of Trustees, and may select such other officers of the Board of Trustees,
including, without limitation, a vice chairman and a secretary, as the Trustees deem appropriate.
In thc absence of thc chairman, the vice chairman, if any, shall have the power to act in place of
the chairman hereunder.
3.3 Meetings
Meetings of the Board of Trustees may bc called by the Program Administrator at any time, and
shall be called by the Program Administrator upon thc request of at least two Trustees, on at
least seventy-two hours' notice to each Trustcc and shall be held at the time and place and for thc
purposes statcd in the call of thc meeting. There shall bc at least one meeting of thc Board of
Trustees in each calendar year commencing January 1, 1996.
3.4 Term
The term of office for Trustees elected pursuant to
Section 3.1(a) hereof shall commence thirty days after thc notice specified in Section 3.1(c) is sent
to the Participants and the Custodian. Thc term of office for Trustees selected pursuant to Section
3.5 hereof shall commence immediately upon such selection. Each Trustee shall hold office until
the first to occur of: (a) thc Trustee's resigning, (b) the Trustcc ccasing to be a Representative of
a Participant, (c) thc Trustee's death, (d) thc Trustee's being adjudicated incompetent or otherwise
losing the capacity to discharge thc duties of the office of a Trustee and (c) the term of office of
the Trustee's successor having begun pursuant to this Section 3.4.
3.5 Vacancies
If any Trustee resigns or is removed or otherwise ceases to serve, the remaining Trustees may
designate a qualified successor to fill such vacancy until the next annual meeting of Participants.
3.6 Costs
Thc expenses of each Representative to attend the annual meeting shall be borne by each
Participant. The reasonable out -of- pocket expenses of the Trustees incurred in the performance
of their duties hereunder and of attending a meeting of thc Board of Trustees shall bc Investment
Property Liabilities.
Article III
3.7 Investment Officer
The chairman of the Board of Trustees, ex officio, (or in the absence of the chairman, the vice
chairman, if any) shall be the investment officer for the Trust as required by Section 2256.005(f)
of the Act.
3.8 Public Proceedings
Notwithstanding anything contained in this Agreement, the Board of Trustees shall comply with
the applicable provisions of Chapter 552 of the Texas Government Code.
3.9 Telephone Participation
Upon the occurrence of an emergency or unforeseeable circumstances requiring immediate action,
a Representative may participate m a Meeting of Participants and a Trustee may participate in a
meeting of the Board of Trustees through the use of a conference telephone, provided that such
Representative or Trustee is able to hear the deliberations of the other Representatives or Trustees,
respectively, and the other Representatives or Trustees are able to hear such Representative or
Trustee, respectively, simultaneously.
Article IV
Program Administrator
4.1 Appointment; General Provisions
(a) The Participants hereby appoint MBIA Municipal Investors Service Corporation as the Program
Administrator under this Agreement, subject to the overall supervision of the Board of Trustees, for
the period and on the terms set forth in this Agreement.
(b) MBIA Municipal Investors Service Corporation accepts such appointment and agrees to render
the services and to assume the obligations set forth herein, for the compensation herein provided.
(c) The Participants and the Board of Trustees delegate no investment discretion to the Program
Administrator hereunder to invest in investments not meeting the criteria set forth in Exhibit E and
the Program Administrator expressly refuses to accept any delegation of such discretion. The
decision concerning which criteria shall be contained on Exhibit E shall remain at all times under
the control of the Board of Trustees. The Board of Trustees shall ensure that the criteria set forth
on Exhibit E are permitted by, and consistent with the standards and the duty of care set forth in,
the Act.
(d) Each Participant directs the Custodian to act, and the Custodian agrees to act, in accordance
with the instructions of the Program Administrator who shall act in a manner consistent with this
Agreement. The Program Administrator shall at no time have custody of, or physical control over,
any of the Investment Property. If a Participant in error delivers Investment Funds for investment
/4
Article IV
to the Program Administrator instead of to the Custodian, the Program Administrator shall imme-
diately transfer such Investment Funds to thc Custodian. The Program Administrator shall not be
liable for any act or omission of the Custodian, but shall be liable for the Program Administrator's
acts and omissions as provided herein.
4.2 Monthly Statements
(a) Within 15 days subsequent to the end of each month, the Program Administrator shall, on
behalf of the Board of Trustees, prepare and submit to each Participant which was a Participant
during such month a statement setting forth the information required by Section 2256.016(c)(2)
of the Act.
(b) The Program Administrator, upon the request of a Participant, shall furnish to the Participant
a statement of such Participant's Balance as of the date of such request, subject only to account
activity as of such date.
4.3 Reports
The Program Administrator shall prepare or cause to be prepared (i) at least annually a report of
operations containing a statement of the Investment Property and the Investment Property
Liabilities and statements of operations and of net changcs in net assets prepared in conformity with
generally accepted accounting principles consistently applied and (ii) at least annually an opinion of
an independent certified public accountant on such financial statements based on an examination of
the books and records of thc Program Administrator with respect to thc Investment Property, per-
formed in accordance with generally accepted auditing standards. A copy of such signed report of
operations and accountant's opinion shall be filed with thc Board of Trustees and the Participants
within ninety (90) days after the close of thc period covered thereby.
4.4 Investment Activities and Powers
Subject to thc supervision of the Board of Trustees, the Program Administrator shall perform the
following services:
(a) advise the Board of Trustees concerning investments which appcar to the Program
Administrator to be advantageous to the Participants within thc investment criteria set forth in
Exhibit E and within all applicable law;
(b) implement or cause to be implemented securities transactions for the Trust on behalf of the
Board of Trustees and the Participants as permitted by the investment criteria set forth in Exhibit E
(including, without limitation, by executing or causing to be executed on behalf of and as an agent
of the Trust agreements and other documents containing representations, warranties and covenants
that are common or standard for such agreements and documents within the investment industry)
or, despite the intention of the parties hereto to always have the Investment Property fully invested,
cause the Custodian to hold the Investment Property uninvested in a custodial account maintained
for the benefit of the Trust;
Article IV
(c) from time to time, review the permitted investments and the investment criteria set forth in
Exhibit E and, if circumstances and applicable law permit, recommend changes in such permitted
investments and such investment criteria;
(d) provide such advice and information to the Participants and the Board of Trustees on matters
related to investments as the Participants or the Board of Trustees may reasonably request, includ-
ing, without limitation, research and statistical data concerning the Investment Property and other
matters within the scope of the permitted investments and investment criteria set forth
in Exhibit E;
(e) advise whether and in what manner all rights conferred by the Investment Property shall
be exercised;
(f) prepare such information and material as may be required in the implementation of the
Valuation Procedures or the computation of the Balances and the preparation of any and all records
and reports required by this Agreement or applicable laws; and
(g) employ, consult with, obtain advice from and exercise any of the Program Administrator's rights
or powers under this Agreement through the use of agents, including investment advisors, brokers,
dealers, auditors and legal counsel (who may be counsel to the Program Administrator or the Board
of Trustees) or other advisors. Notwithstanding Section 10.9 hereof, the Program Administrator
may transmit information concerning the Investment Property and the Participants to such agents. -
4.5 Daily Calculation of Program Value and Rate of Return
(a) The Program Administrator shall calculate the Investment Property Value once on each Business
Day at the time and in the manner provided in the Valuation Procedures.
(b) Upon performing the valuation specified in Section 4.5(a) hereof, the Program Administrator
shall calculate (rounding off to the nearest whole cent) the Balance of each Participant and each
Balance of each of the Participants shall be adjusted proportionately so that the total Balances of
all the Participants equals the Investment Property Value.
(c) For purposes of calculating the Investment Property Value, the amount of any uncertain or
contingent Investment Property liability shall be deemed to be equal to the amount of the reserve,
if any, against such Investment Property Liability that has been approved from time to time by the
Program Administrator.
(d) For purposes of calculating the Investment Property Value, if the value of any part of the
Investment Property is uncertain or contingent, the value of such part of the Investment Property
shall be deemed to be equal to the amount determined from time to time by the
Program Administrator.
(e) The Program Administrator shall calculate daily the rate of return earned on the
Investment Property.
4.6 Administration of Program
The Program Administrator shall perform the following administrative functions on behalf of the
I
Article IV
Board of Trustees in connection with the implementation of this Agreement:
(a) collect and maintain for such time period as may be required under any applicable federal or
Texas law written records of all transactions affecting the Investment Property or thc Balances,
including, but not limited to (a) investments by and payments to or on behalf of each Participant;
(b) acquisitions and dispositions of Investment Property; (c) pledges and releases of collateral secur-
ing the Investment Property; (d) determinations of the Investment Property Value; (e) adjustments
to the Participants' Balances; and (f) the current Balance and the Balances at the end of each month
for each Participant. There shall be a rebuttable presumption that any such records are complete
and accurate. On behalf of each Participant, the Program Administrator shall maintain the records
relating to such Participant in a manner that subdivides the Participant's Balance into subaccounts
or other special accounts to accommodate the desire of such Participant to segregate a portion of
its Investment Funds;
(b) assist in the organization of the annual meeting required by Section 3.1 (a) hereof and of
Meetings of the Board of Trustees, including preparation and distribution of the notices and
agendas therefore;
(c) respond to all inquiries and other communications of Participants, if any, which are directed to
the Program Administrator, or, if any such inquiry or communication is more properly addressed
by an officer of the Custodian, referring such inquiry or communication to such person and
coordinating his response thereto;
(d) pay all Investment Property Liabilities in accordance with this Agreement from the Investment
Property; and
(e) engage in marketing activities to promote participation of Texas governmental entities
in the Trust.
4.7 Resignation and Removal
(a) The Program Administrator may resign as Program Administrator upon the giving of at least
sixty (60) days prior written notice of such resignation to the Board of Trustees and the Custodian.
(b) A majority of the Board of Trustees may remove the Program Administrator upon the giving of
at least sixty (60) days prior written notice to the Program Administrator and thc Custodian.
(c) In the event that the Program Administrator shall give notice of its resignation or if the Board
of Trustees shall give notice of the removal of thc Program Administrator, a majority of the Board
of Trustees shall appoint a successor.
4.8 Liability
(a) Each Participant agrees that the Program Administrator and its officers, directors, agents and
employees shall not be liable for any action performed or omitted to be performed or for any errors
of judgment made in good faith in connection with any matters to which this Agreement relates,
provided that such disclaimer shall not relieve any of them for liability arising from negligence,
malfeasance, material breach of this Agreement by the Program Administrator or violation of
•
Article IV
applicable law by any of them ("Program Administrator Liabilities"). Nothing herein shall
constitute a waiver or limitation of any rights which the Participants may have under any federal
or state securities laws.
(b) Each Participant, the Board of Trustees and the Custodian understand that in performing its
services hereunder thc Program Administrator will rely on information provided by others and
agree that the Program Administrator is not responsible for the accuracy of such information.
4.9 Power to Receive Investment Advice
The Program Administrator has retained MBIA Securities Corp., at the cost of thc Program
Administrator, to provide investment advice concerning the Investment Property. The Program
Administrator shall have the right, at its own cost, to receive investment advice concerning the
Investment Property from any other third party. Notwithstanding the provisions of Section 10.9
hereof, thc Program Administrator may transmit information concerning the Investment Property
and the Participants to MBIA Securities Corp. and such other third parties in order to obtain such
investment advice. The Program Administrator shall notify the Board of Trustees if any third
parties are retained in addition to MBIA Securities Corp. pursuant to this Section 4.9 within 45
days of such retention.
4.10 Advice to Other Clients
It is understood that the Program Administrator performs investment advisory services for various
clients. The Participants agree that the Program Administrator may give advice and take action
with respect to any of its other clients which may differ from the advice given to, or the timing or
nature of action taken with respect to, the Investment Property; provided that the policy and
practice of the Program Administrator is not to favor or disfavor consistently or consciously any
client or class of clients in the allocation of investment opportunities and that, to thc extent
practical, such opportunities are allocated among clients over a period of time on a fair and
equitable basis. Nothing herein contained shall be construed so as to prevent the Program
Administrator or any of its directors, officers, employees, shareholders or affiliates in any way from
purchasing or selling any securities for its or their own accounts prior to, simultaneously with or
subsequent to any recommendation or actions taken with respect to the Investment Property or
impose upon the Program Administrator any obligation to purchase or sell or to recommend for
purchase or sale for the Investment Property any security which the Program Administrator or any
of its shareholders, directors, officers, employees or affiliates may purchase or sell for its or their
own accounts or for the account of any other client, advisory or otherwise; provided always,
however, that the Program Administrator shall use its best efforts to maximize the gains for the
Investment Property in a manner consistent with the investment criteria set forth in
Exhibit E hereof.
Article IV
4.11 Special Sub - accounts
Notwithstanding anything in this Agreement to thc contrary, the Program Administrator from time
to tune may propose to the Participants that the Participants establish specially designated
subaccounts with investment, payment procedures, fees or other characteristics different from those
set forth in this Agreement. Such characteristics may include, without limitation, certain restrictions
on amounts to be invested, holding periods prior to payments or certain other conditions to bc met
for payments, such as possible payment penalties, or additional fees for administering such specially
designated subaccounts. A Participant in its sole discretion may create any such special subaccount
using the same procedures for establishing other subaccounts set forth in this Agreement. The
establishment of such special subaccounts shall not be deemed an amendment of this Agreement.
Any special subaccount that is created pursuant to this Section 4.11 shall be subject to the terms set
forth in the proposal of the Program Administrator until the terms governing such special
subaccount are amended pursuant to this Agreement. The Program Administrator may calculate
the return realized by such special subaccounts separate and apart from the returns realized by other
subaccounts maintained for each Participant.
4.12 Letter of Credit
The Program Administrator shall acquire a letter of credit for the benefit of the Trust having the
characteristics set forth in this Section 4.12. Until December 31, 1996, the principal amount of
such letter of credit shall be $1,000,000. Commencing December 31, 1996 the principal amount
of such letter of credit shall bc adjusted within ten (10) Business Days after December 31, 1996
and the end of each March, June, September and December thereafter so that the amount of such
letter of credit shall equal the difference (not less than zero) obtained by subtracting (i) the
Investment Property Value as determined on the last Business Day of such March, June, September
or December as thc case may be (the "Letter of Credit Adjustment Dates") by using thc mark to
market or matrix valuation method from (ii) the Investment Property Value as determined on such
respective Letter of Credit Adjustment Dates by using the amortized cost valuation method, provid-
ed, however, that the principal amount of such letter of credit shall not exceed one percent (1 %) of
the Investment Property Value on such Letter of Credit Adjustment Dates as determined by using
the amortized cost valuation method. The Program Administrator shall cause the letter of credit to
be drawn upon (a) to the extent proceeds from the sale of the Investment Property are insufficient
to fund the payment of a Participant's Balance as requested pursuant to Section 2.2 hereof or (b) to
the extent necessary to cause the Trust to meet the valuation deviation standards for money market
funds employing the amortized cost method of valuation set forth in Rule 2a -7, as amended from
time to time, promulgated by the United States Securities and Exchange Commission pursuant to
the Investment Company Act of 1940, as amended, as if Rule 2a -7 were applicable to the Trust.
The Custodian shall have no responsibilities with respect to the letter of credit referenced in this
Section 4.12 and such letter of credit shall not be held by the Custodian under this Agreement.
Article V
The Custodian
5.1 Appointment and Acceptance; Sub - Custodians
(a) Bank One, Texas, N.A., as Custodian, is appointed by each of the Participants to be the
Custodian for the collective interests of the Participants under this Agreement for the period and
on thc terms set forth herein. The Participants hereby delegate to the Custodian the authority to
hold legal tide to investments purchased with their funds pursuant to Section 2256.016(d) of the
Act. Bank One, Texas, N.A., as Custodian, accepts such appointment and agrees to render the ser-
vices and to assume thc obligations set forth herein, for the compensation herein provided.
(b) The Custodian may employ other banks and trust companies as sub - custodians including
without limitation, affiliates of the Custodian such as Bank One Trust Company, N.A. The
appointment of a sub - custodian under this Section shall not relieve the Custodian of any of its
obligations under this Agreement.
(c) No Investment Funds or Investment Property received or held by the Custodian pursuant to
this Agreement shall be accounted for in any manner which might cause such Investment Funds or
Investment Property to become assets or liabilities of the Custodian.
5.2 Resignation and Removal; Successors
la) The Custodian may resign upon the giving of at least sixty (60) days prior written notice to
the Board of Trustees and thc Program Administrator. A majority of the Board of Trustees may -
remove the Custodian upon at least sixty (60) days prior written notice to the Custodian and the
Program Administrator. Notwithstanding the foregoing, the resignation or removal of the
Custodian shall not be deemed effective unless a successor shall have been chosen pursuant to
Section 5.2(b) hereof. In the event that assets remain in the possession of the Custodian due to
the failure of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled
to compensation for its services during such period, and the provisions of this Agreement relating
to the duties and obligations of thc Custodian shall remain in full force and effect. Altematively,
thc Custodian shall have the right to commence an action in the nature of an interpleader and seek
to deposit the assets in a court of competent jurisdiction.
(b) In thc event that the Custodian shall give notice of its resignation or if the Board of Trustees
shall give notice of the removal of the Custodian, a majority of the Board of Trustees shall appoint
a successor provided, however, that so long as the Program Administrator is required to pay the
fees of the Custodian pursuant to Article VI hereof, the appointment of such successor Custodian
shall require the prior written consent of the Program Administrator.
5.3 Powers
(a) (i) The Custodian is authorized and directed to open and maintain, and thc Custodian shall
open and maintain, one custody account for the benefit of the Trust (the "Account ") in the name
of "[Name of Custodian] as Custodian for the Benefit of Texas CLASS" and will accept for safe-
keeping and for credit to thc Account, in accordance with thc terms hereof, all securities represent-
ing the investment of Investment Funds pursuant to Section 2.1 hereof, and the income or earnings
derived therefrom. The Custodian may accept funds hereunder for the purchase of securities to be
S
Article V
held by the Custodian and shall not be required to make an independent determination whether
such funds are Investment Funds. (ii) Except as provided in Section 5.3(c)(iii), all securities
and other non -cash Investment Property held in the Account shall be physically segregated from
other securities in the possession of the Custodian and shall be identified as subject
to this Agreement
(b) In accordance with instructions of the Program Administrator who shall act in a manner
consistent with this Agreement, the Custodian shall, for the account and benefit and burden of the
Participants: (i) receive and deliver Investment Funds and all other Investment Property in
accordance with the requests of Participants pursuant to Article II and Exhibits A and B hereof;
(ii) exchange securities in temporary or bearer form for securities in definitive or registered form;
and surrender securities at maturity or earlier when advised of a call for redemption; (iii) make,
execute, acknowledge and deliver as Custodian, any and all documents or instruments (including
but not limited to all declarations, affidavits and certificates of ownership) that may be
necessary or appropriate to carry out the powers granted herein; (iv) make any payments incidental
to or in connection with this Section 5.3(b); (v) sell, exchange or otherwise dispose of any and all
Investment Property free and dear of any and all interests of the Trust and any and all Participants,
at public or private sale, with or without advertisement; and execute and deliver any deed, power,
assignment, bill of sale, or other instrument in connection therewith; (vi) with respect to enforcing
rights in connection with the Investment Property: (a) collect, sue for, receive and receipt for all
sums of money or other personal property due; (b) consent to extensions of the time for payment,
or to the renewal of any securities, investments or obligations; (c) 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 Investment Property; (d) foreclose
on any personal property, security or instrument securing any investments, notes, bills, bonds,
obligations or contracts that are part of or relate to the Investment Property; (e) exercise any
power of sale, and convey good title thereunder free of any and all interests of any and
all Participants, and in connection with any such foreclosure or sale, purchase or otherwise acquire
title to any personal property; (f) be a party to the reorganization of any Person and transfer to and
deposit with any corporation, committee, voting trustee or other Person any securities, investments
or obligations of any Person which form a part of the Investment Property, for the purpose of such
reorganization or otherwise; (g) participate in any arrangement for enforcing or protecting the
interests of the holders of such securities, investments or obligations and to pay any assessment
levied in connection with such reorganization or arrangement; (h) extend the time (with or without
security) for the payment or delivery of any debts or personal property and to execute and enter
into releases, agreements and other instruments; (i) pay or satisfy any debt or daims; and (j) file any
financing statements concerning the Investment Property with the appropriate authorities to protect
the Investment Property from any potential claim of any creditors of any of the Participants; and
(vii) exercise all other rights and powers and to take any action in carrying out the purposes
of this Agreement.
a3
Article V
(c) (i) with respect to Investment Property held by the Custodian hereunder, the Custodian shall
collect all income or other payments, release and deliver such Investment Property, and take
any other action as directed by the Program Administrator, with respect to dividends, splits,
distributions, spinoffs, puts, calls, conversions, redemptions, tenders, exchanges, mergers,
reorganizations, rights, warrants or any other similar activity relating to the Investment Property
held in the Account. The Custodian shall request direction of the Program Administrator upon
receipt of actual notice of any such activity. For purposes of this paragraph, the Custodian shall be
deemed to have actual notice if the Program Administrator informs the Custodian of such activity
or if information concerning any such activity is published in one or more of the following
publications: J.J. Kenny's Munibase System, Financial Card Service, Xcitek, Inc., Standard &
Poors' Called Bond Listing, Depository Trust Reorganization Notices, and The Wall Street Journal.
If the Custodian does not have actual notice of such activity, any such activity will be handled by
the Custodian on a "best efforts" basis. The Custodian shall not be under any obligation or duty to
take action to effect collection of any amount, if the assets on which such amount is payable are in
default and payment is refused after due demand or presentation. The Custodian will, however,
promptly notify the Program Administrator in writing of such default and refusal to pay. The
Custodian is not authorized and shall not disclose the name, address or security positions of the
Participants in response to requests concerning shareholder communications under Section 14 of
the Securities Exchange Act of 1934, the rules and regulations thereunder, and any similar statute,
regulation, or rule in effect from time to time; (ii) the Custodian shall promptly deliver or mail to
the Program Administrator all forms of proxies and all notices of meetings received by the
Custodian relating to Investment Property held under this Agreement and, upon receipt of
instructions from the Program Administrator, shall execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall vote any
Investment Property or execute any proxy to vote the same or give any consent to take any other
action with respect thereto (except as otherwise herein provided) unless directed to do so by
Program Administrator upon receipt of instructions; (iii) the Custodian shall hold the Investment
Property (a) in its vaults physically segregated and held separate and apart from other property
of the Custodian; (b) in its account at The Depository Trust Company or other depository,
sub - custodian or clearing corporation; or (c) in a book entry account with the Federal Reserve
Bank, in which case a separate accounting of the Investment Property shall be maintained by the
Custodian at all times. The Investment Property held by any such depository, sub - custodian,
clearing corporation or Federal Reserve Bank may be held in the name of their respective nominees,
provided, however, that the custodial relationship and the interests of the Trust or the Participants
regarding such Investment Property shall be noted on the records kept by the Program
Administrator and the custodial relationship on behalf of the Trust or the Participants shall be
noted on the records of the Custodian and, to the extent possible, the Custodian shall cause the
custodial relationship on behalf of Trust or the Participants to be noted on the records of such
depository, sub - custodian, clearing corporation or Federal Reserve Bank. The Custodian shall not
Article V
be obligated or liable for costs, expenses, damages, liabilities or claims (including attorneys' or
accountants' fees) which are sustained or incurred by reason of any action or inaction of the Federal
Reserve Bank book -entry system, The Depository Trust Company or any other central depository
or clearing agency which it is or may become standard market practice to use for the comparison
and settlement of securities trades, provided, however, that nothing in this sentence shall relieve the
Custodian of its obligations set forth in Section 5.1(b) hereof regarding banks or trust companies
selected as sub - custodians; and(iv) the Custodian shall hold and physically segregate for the
Account all Investment Property owned by the Account other than Investment Property held
pursuant to 5.3(c)(iii)(b) and (c) above. Investment Property physically held by the Custodian
(other than bearer securities) may be registered in the name of any nominee of Custodian, provided
that the records of the Custodian provide that such Investment Property is held in a custodial
capacity and that such Investment Property is not an asset of the Custodian or such nominee.
All Investment Property accepted by Custodian under thc terms of this Agreement shall be in
negotiable form.
5.4 Custodial Relationship; Custodian Records
(a) The Custodian shall hold the Investment Property in its capacity as custodian for the benefit of
the Trust. The Investment Property shall be custodial property of the Custodian and shall not be,
or be deemed to be, an asset of the Custodian. Each Participant has an undivided beneficial
interest in the Investment Property to the extent of such Participant's Balance.
(b) The Custodian shall maintain its own internal records concerning the Account and the
transactions contemplated by this Agreement, and the Custodian shall cause all of such records to
reflect thc custodial relationship created by this Agreement and thc fact that thc Investment
Property belongs to the Trust for the collective benefit of the Participants. Notwithstanding the
foregoing, the Program Administrator shall maintain all records regarding each Participant's
beneficial interest in such Investment Property, and such records shall conclusively determine the
beneficial interests of each Participant in the Investment Property. The records maintained by such
Program Administrator shall be conclusively determinative of the beneficial interests of the
Participants; it being understood that the Custodian shall not be obligated to maintain records
concerning the beneficial interest of individual Participants in the Investment Property.
5.5 Reliance on Instructions
(a) The Custodian is authorized to accept and shall be fully protected if it relies upon the
instructions given by any authorized officer, employee or agent of the Program Administrator
including any oral instructions which the individual receiving such instructions on behalf of the
Custodian believes in good faith to have been given by an authorized officer, employee or agent of
the Program Administrator, and all authorizations shall remain in full force and effect until
cancelled or superseded by subsequent instructions received by the appropriate account officer of
the Custodian. The authorized officers, employees or agents of the Program Administrator shall be
�5i
Article V
only such persons as are designated in writing to the Custodian by the Program Administrator. The
Custodian may rely on instructions received by telephone, tested telex, TWX, facsimile transmission
or by bank wire which thc Custodian believes in good faith to have been given by an authorized
person. The Custodian may also rely on instructions transmitted electronically through a customer
data entry system or any similar electronic instruction system acceptable to the Custodian.
Any instructions delivered to the Custodian by telephone shall promptly thereafter be confirmed
in writing by an authorized person, but the Custodian will incur no liability for the Program
Administrator's failure to send such confirmation in writing. Instructions are deemed given to
the Custodian whcn actually received by the Custodian.
(b) In the absence of bad faith or negligence on its part, the Custodian may conclusively rely, as
to thc truth and correctness of the statements expressed in notices, certificates or documents
submitted to it, and the Custodian need not investigate any fact or matter stated in any such notice,
certificate or document submitted to it or verify the accuracy of the contents thereof.
5.6 Degree of Care
(a) Thc Custodian shall hold the Investment Property in the Account with the same degree of care
and protection with which it holds its own property. The Custodian agrees that it shall bc
responsible for any loss of Investment Property caused solely by the negligence or bad faith of
the Custodian or its agents or any material brcach of this Agreement by the Custodian. The
Custodian is hereby released from liability except for liability arising from the negligence or bad
faith of the Custodian or its agents or from any material breach of this Agreement by the
Custodian. In the event of any such loss of Investment Property, the Custodian shall
promptly replace the Investment Property or the value thereof and the value of any such Toss of
rights or privileges resulting from such loss. Thc Custodian shall not be responsible for the acts or
omissions or solvency of any broker or agent selected by the Program Administrator to effect any
transactions for the Account.
(b) The Custodian shall not bc liable for any crror of judgment made in good faith by an employee,
officer or agent of thc Custodian, unless it was proved that the Custodian was negligent in
ascertaining the pertinent facts.
(c) Except as provided in Section 5.6(a), the Custodian shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers unless it receives indemnity satisfactory to it for
repayment of such funds or against such risk of liability.
(d) The Custodian shall have no discretion whatsoever with respect to the management,
disposition or investment of Investment Property and is not a fiduciary to the Program
Administrator or the Participants. During the term of this Agreement, the Custodian may, with
respect to questions of law and construction of this Agreement, apply for and obtain, at the cost of
the Custodian, the advice and opinion of counsel of its choice and shall be fully protected with
respect to anything done or omitted by it in good faith in conformity with such advice or opinion.
Article V
The Custodian shall have no duties cxccpt those that are spccifically set forth in this Agreement.
Thc Custodian shall only bc responsible for custody hereunder of Investment Property delivered to
it and then only while such Investment Property is hcld in thc Account.
5.7 Subrogation
At thc election of a majority of the Board of Trustees, the Trust shall bc entitled to bc subrogatcd
to thc rights of thc Custodian, with rcspcct to any claim against any othcr Person or institution
which thc Custodian may have, as a consequence of any loss or damage to thc Investment Property.
In such event, the Board of Trustees shall consult with thc Custodian concerning selection of
counsel and management of any litigation to recover for such loss.
5.8 Insurance
Thc Custodian shall maintain, during thc term of this Agreement, adequate surcty bonds and
insurancc covcrage comparablc to thc types, amounts and limits which arc customary for financial
institutions acting in a fiduciary capacity, but in no event shall such covcragc be below the following
minimum amounts, providcd that such covcragc may bc obtained through one aggregate policy:
(a) Financial Institution Bond - $50,000,000
(b) Electronic Computer Crime - $50,000,000
Notwithstanding thc foregoing or any other provision of this Agreement to thc contrary, the
Custodian may sclf - insure for risks usually covcrcd by a standard fiduciary and trust crrors and
omissions insurancc policy customary for financial institutions acting in a fiduciary capacity
and shall bc liable to thc Trust and thc Participants for any losscs if any such risks occur.
5.9 Setoff
The Custodian shall not have, and shall not seek to enforce, any right of setoff, rccoupment or
similar rights against thc Investment Property for any amounts owed to thc Custodian pursuant to
this Agreement.
Article VI
Trust Expenses
6.1 Expenses
In considcration of thc performance of its obligations hereunder, thc Program Administrator shall
receive a fee from thc Trust as set forth on Exhibit F, which fcc shall be paid from the earnings of
the Trust. Thc Program Administrator's fee shall be an Investment Property liability. Thc
Program Administrator shall submit a monthly bill to thc chairman of the Board of Trustees for
approval stating thc amount of thc fcc for the previous month and providing sufficicnt information
to demonstrate that thc fcc was calculated in accordance with Exhibit F. Thc chairman of the
Board of Trustees is hereby given thc authority to approve or disapprove the bills submittcd by the
Program Administrator. After receiving thc approval of the chairman of thc Board of Trustees of
such bills, thc Program Administrator shall submit such bills to the Custodian for payment and the
Custodian shall pay such bills from the earnings of the Trust. From its fcc, the Program
Administrator shall pay thc following costs and expenses: the Custodian's fcc set forth in Exhibit G,
the costs of third parties retained by the Program Administrator to render investment advice
pursuant to Section 4.9, all custodial and securities clearance transaction charges, thc cost of valuing
thc Investment Property, all Investment Property record - keeping expenses, thc costs of preparing
monthly and annual reports, thc expenses of the Trust's outside auditors required pursuant to
Section 4.3 hereof (but only if the Program Administrator selects such auditors), thc fees of the
Program Administrator's legal counsel, the cost of meetings of the Participants or
thc Board of Trustees (but not including the attendance costs of the Representatives or the
Trustees, respectively), outgoing wire charges of the Custodian and thc costs of Participant surveys
and mailings. No Participant shall be required to make an appropriation to finance thc initial
establishment of thc Trust. The fees and expenses of any letter of credit or othcr credit or liquidity
enhancement obtained for the benefit of thc Trust or thc Participants and thc costs of obtaining a
rating, if any, on thc Trust from a nationally recognized statistical rating organization shall be
Invcstmcnt Property Liabilities borne by thc Trust.
Article VII
Representations and Warranties
7.1 Representations and Warranties of Each Participant
Each Participant hereby represents and warrants that:
(a) the Participant has taken all necessary actions and has received all necessary approvals and
consents and adopted all necessary resolutions, including, without limitation, as required by Section
2256.016(a) of the Act in order to execute and deliver this Agreement and to perform its
obligations hereunder, including, without limitation, the appointment of the Trustees as Trustees,
the appointment of the Custodian as Custodian and the appointment of the Program Administrator
as Program Administrator; and
(b) the execution, delivery and performance of this Agreement by the Participant are within the
power and authority of the Participant and do not violate the laws of the State of Texas applicable
to the Participant itself and not to the other parties hereto or the Participant's charter or its
organizational statute, instrument or documents or any other applicable local ordinance, resolution,
rule or regulation; and
(c) the execution, delivery and performance of this Agreement has been duly authorized and this
Agreement is the legal, valid and binding obligation of the Participant enforceable against the
Participant in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium,
fraudulent conveyance, reorganization, and similar laws now or hereafter in effect relating to
creditors' rights generally, and subject to general principles of equity (whether applied in a
proceeding at law or in equity); and
(d) the certificates delivered heretofore or hereafter by the Participant pursuant to this Agreement,
as of the date specified therein, are true and complete and contain no material misstatements of fact
or omissions that render them misleading; and
(e) the execution, delivery and performance of this Agreement do not conflict with or result in the
breach or termination of, or otherwise give any other person the right to terminate, or constitute a
default, event of default or an event with notice or lapse of time or both would constitute a default
or an event of default under the terms of any contract or permit to which the Participant is a party
or by which the Participant or its properties are bound; and
(f) the proposed investment strategy of the Trust is consistent with, and is contemplated by the
investment strategy adopted by the Participant pursuant to Section 2256.005(d) of the Act.
7.2 Representations and Warranties of the Custodian
The Custodian hereby represents and warrants that:
(a) the Custodian is a duly organized and validly existing national banking organization, organized
under the laws of the United States with its principal office in Dallas, Texas and is duly qualified to
conduct business in the State of Texas; and
(b) the execution, delivery and performance of this Agreement have been duly authorized by all
necessary action on the part of the Custodian and this Agreement is the legal, valid and binding
obligation of the Custodian enforceable against the Custodian in accordance with its terms subject
to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and similar
Article VII
laws now or hereafter in effect relating to creditors' rights generally or the rights of creditors of
banks, and subject to general principles of equity (whether applied in a proceeding at law or in
equity); and
(c) the performance by the Custodian of its obligations under this Agreement does not violate any
laws, rules or regulations of the State of Texas applicable to the Custodian itself and not to the
other parties hereto.
7.3 Representations and Warranties of the Program Administrator
The Program Administrator hereby represents and warrants that:
(a) the Program Administrator is a duly organized and validly existing Delaware corporation, and
is an investment advisor duly registered under thc Investment Advisers Act of 1940; and
(b) the execution, delivery and performance of this Agreement have been duly authorized by all
necessary action on the part of thc Program Administrator and this Agreement is thc legal, valid
and binding obligation of the Program Administrator, enforceable against the Program
Administrator, in accordance with its terms subject to applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance, reorganization and similar laws now or hereafter in effect
- relating to creditors' rights generally, and subject to general principles of equity (whether applied
in a proceeding at law or in equity); and
(c) thc performance by the Program Administrator of its obligations under this Agreement does not
violate any laws, rules or regulations of the State of Texas applicable to the Program Administrator
itself and not to the other parties hereto.
Article VIII
Covenants
8.1 Source of Investments
Each Participant hereby covenants that it will invest pursuant to Section 2.2 only Investment Funds
that are permitted to be invested by it pursuant to the laws of the State of Texas and any charter,
instrument, organizational document or organizational statute applicable to such Participant and
any state or local ordinance, resolution, rule or regulation applicable to such Participant, and that it
will perform all actions required by the laws of thc State of Texas and any charter, instrument,
organizational document or organizational statute applicable to such Participant and any state
or local ordinance, resolution, rule or regulation applicable to such Participant to be done
prior to such investment.
Article VIII
8.2 Truth of Representations and Warranties
Each party to this Agreement hereby covenants that it shall withdraw from this Agreement prior to
the time any of the representations and warranties made by it in Article VII hereof ceases to be true.
Article IX
Amendment and Termination
9.1 Amendment
(a) Unless explicitly set forth otherwise herein, this Agreement may be amended only by a writing
consented to by the Program
Administrator, the Custodian and the Trust, acting through the Board of Trustees.
(b) Any amendment executed pursuant to Section 9.1(a) hereof will be effective thirty (30) days
after notice is mailed to the Participants setting forth such amendment and stating that the
last consent required by Section 9.1(a) hereof has been obtained.
(c) Notwithstanding the foregoing, Exhibit E may be amended by a writing consented to by a
majority of the Board of Trustees. Any such amendment shall become effective thirty (30) days after
notice is mailed to the Program Administrator, the Custodian and the Participants setting
forth such amendment and stating that such amendment has been consented to by a majority of the
Board of Trustees.
(d) Notwithstanding the foregoing, Exhibits A, B and C may be amended by the Program
Administrator. Any such amendment shall become effective thirty (30) days after notice is mailed
to the Participants and the Custodian setting forth such amendment.
(e) Notwithstanding the foregoing, Exhibit G may be amended by an amendment consented to by
the Program Administrator and the Custodian. Any such amendment shall become effective upon
the obtaining of such consents.
(f) All Participants that remain Participants after any amendment becomes effective shall be deemed
to have consented to the amendment.
9.2 Termination
(a) This Agreement shall continue in full force and effect unless terminated as set forth in this
Section 9.2. This Agreement may be terminated at any time pursuant to a duly adopted amendment
hereto. This Agreement shall terminate automatically if this Agreement is not amended to name a
new Custodian or Program Administrator on or before the day that is immediately prior to the date
on which the resignation, withdrawal or removal of the Custodian or Program Administrator would
otherwise become effective.
a
Article IX
(b) Upon the termination of this Agreement pursuant to this Section 9.2:
(i) The Custodian, the Board of Trustees, the Trust and the Program Administrator shall carry on
no business inconnection with the Investment Property except for the purpose of satisfying the
Investment Property Liabilities and winding up their affairs in connection with the Investment
Property; (ii) The Custodian, the Board of Trustees, the Trust and the Program Administrator shall
proceed to wind up their affairs in connection with the Investment Property, and all of the powers
of the Custodian, the Board of Trustees, the Trust and the Program Administrator under this
Agreement shall continue until the affairs of the Custodian, the Board of Trustees, the Trust and
the Program Administrator in connection with the Investment Property shall have been wound up,
including, but not limited to, the power to collect amounts owed, sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the remaining Investment Property to
one or more persons at public or private sale for consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge or pay Investment Property
Liabilities, and do all other acts appropriate to liquidate their affairs in connection with the
Investment Property; and (iii) After paying or adequately providing for the payment of all
Investment Property Liabilities, and upon receipt of such releases, indemnities and refunding
agreements as each of the Custodian, the Board of Trustees, the Trust and the Program
Administrator deem necessary for their protection, the Program Administrator shall direct the
Custodian to distribute the remaining Investment Property, in cash or in kind or partly in each,
among the Participants according to their respective proportionate Balances.
(c) Upon termination of this Agreement and distribution to the Participants as herein provided, the
Program Administrator shall execute and lodge among the records maintained in connection with
this Agreement an instrument in writing setting forth the fact of such termination, and the Program
Administrator, the Custodian, the Board of Trustees and the Participants shall thereupon be dis-
charged from all further liabilities and duties hereunder, the Trust shall cease, and the rights and
benefits of all Participants hereunder shall cease and be cancelled and discharged; provided that
Sections 4.6(a), 4.8 and 5.6 hereof shall survive any resignation or termination of the Program
Administrator or the Custodian or any termination of this Agreement.
(d) If this Agreement is terminated pursuant to Section 9.2(a) hereof because of the resignation
and /or removal of the Program Administrator, such resignation and /or removal shall be postponed
until the instrument contemplated by Section 9.2(c) hereof has been executed and lodged among
the records maintained in connection with this Agreement.
�oZ
i
Article X
Miscellaneous
10.1 Governing Law
This Agreement is executed by the Participants and delivered in the State of Texas 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 the State
of Texas.
10.2 Counterparts
This Agreement 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.
10.3 Severability
The provisions of this Agreement are severable, and if any one or more of such provisions (the
"Conflicting Provisions ") are in conflict with any applicable laws, the Conflicting Provisions shall be
deemed never to have constituted a part of this Agreement and this Agreement may be amended
pursuant to Section 9.1 hereof to remove the Conflicting Provisions; provided, however, that such
conflict or amendment shall not affect or impair any of the remaining provisions of this
Agreement or render invalid or improper any action taken or omitted prior to the discovery or
removal of the Conflicting Provisions.
10.4 Gender; Section Headings and Table of Contents
(a) Words of the masculine gender shall mean and include correlative words of the feminine and
neuter genders and words importing the singular number shall mean and include the plural number
and vice versa.
(b) Any headings preceding the texts of the several Articles and Sections of this Agreement and any
table of contents or marginal notes appended to copies hereof, shall be solely for convenience of ref-
erence and shall neither constitute a part of this Agreement nor affect its meaning, construction or
effect.
10.5 No Assignment
No party hereto may sell, assign, pledge or otherwise transfer any of its rights or benefits under this
Agreement to any other Person, and any purported sale, assignment, pledge or other transfer shall
be null and void.
10.6 No Partnership
Other than the creation of the Trust by the Participants hereunder, no provision of this Agreement
shall create or constitute an association of two or more Persons to carry on as co- owners a
business for profit, and none of the parties intends this Agreement to constitute a partnership or
any other joint venture or association.
33
Article X
10.7 Notice
Unless oral notice is otherwise allowed in this Agreement, all notices required to be sent under
this Agreement:
(a) shall be in writing;
(b) shall be deemed to be sufficient if given by (i) depositing the same in the United States mail,
postage prepaid, or (ii) electronically transmitting such notice by any means such as by facsimile
transmission, telegraph, telex or computer hookup, or (iii) by depositing the same with a courier
delivery service, addressed to the person entitled thereto at his address or phone number as it
appears on the records maintained by the Program Administrator;
(c) shall be deemed to have been given on the day of such mailing, transmission or deposit; and
(d) any of the methods specified in Section 10.7(b) shall be sufficient to deliver any notice required
hereunder, notwithstanding that one or more of such methods may not be specifically listed in the
sections hereunder requiring such notice.
10.8 Entire Agreement
Except with respect to the letter described in Exhibit G between the Custodian and the Program
Administrator, this Agreement shall constitute the entire agreement of the parties with
respect to the subject matter and shall supersede all prior oral or written agreements in regard
thereto.
10.9 Confidentiality
(a) All information and recommendations furnished by the Program Administrator to the
Participants or the Board of Trustees that is marked confidential and all information and directions
furnished by the Program Administrator to the Custodian shall be regarded as confidential
by each such Person to the extent permitted by law. The Program Administrator and the Custodian
shall regard as confidential all information concerning the Investment Property and the affairs of the
Trust and Participants. Nothing in this paragraph shall prevent any party from divulging informa-
tion as required by law or from divulging to civil, criminal, bank or securities regulatory authorities
where such party may be exposed to civil or criminal proceedings or penalties for failure to
comply or to prevent the Program Administrator from distributing copies of this Agreement or the
aggregate value of the Trust to third parties, provided, however, confidential information shall not
include (i) information that is independently developed or obtained by a party without the use of
information provided by any other party; or (ii) information that is otherwise available
to the public.
(b) In the event that on -line terminals or similar electronic devices are used for communication
from the Program Administrator to the Custodian, or from the Participants to either the Program
Administrator or the Custodian, the Program Administrator and the Participants agree to safeguard
and maintain the confidentiality of all passwords or numbers and to disclose them only to such of
its employees and agents as reasonably require access to the information concerning the Investment
Article X
Property. The Custodian agrees to safeguard and maintain the confidentiality of all passwords or
numbers and to limit access to this information for the purpose of acting pursuant to this
Agreement. The Custodian and the Program Administrator may electronically record any
instructions given by telephone, and any other telephone discussions with respect to the Account or
transactions pursuant to this Agreement.
10.10 Disputes
In the event of any dispute between the parties, the parties agree to attempt to resolve the dispute
through negotiation or a method of alternative dispute resolution. No litigation shall be com-
menced without a certification by an authorized officer, employee, or agent of any
party that the dispute cannot be resolved by negotiation or alternative dispute resolution provided
in writing at least 10 days before commencing legal action.
10.11 Majority of Participants
Whenever any provision hereof refers to a majority of the Participants, such majority shall be
determined based upon the number of Participants at that time and shall not be determined by a
reference to the Balance of each Participant.
10.12 Writings
Whenever this Agreement requires a notice, instruction or confirmation to be in writing or a
written report to be made or a written records to be maintained, it shall be sufficient if such writing
is produced or maintained by electronic means or maintained by any other photostatic,
photographic or micrographic data storage method such as micro -fiche as well as on paper.
_10.13 Effective Date
This Agreement shall become effective on the Effective Date.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in its name and
on its behalf as of the date first written above.
MBIA MUNICIPAL INVESTORS
SERVICE CORPORATION
By ' P�
Name: Francie Heller
Title: president
66"
1
Article X
Bank One of Texas, N.A.
as Custodi
Namc: ryc 6 ocy 0.7 44
Titic: kfc -e Presice
as Participant
By
Namc:
Tidc:
PARTICIPANT EXECUTION DATE
Exhibit A
Investment Procedures
1. The Participant shall call or send a written notice to the Program Administrator indicating the
amount to be invested (there is no minimum investment). The Participant shall instruct its bank
depository to wire or electronically transfer Investment Funds to the Account at the
Custodian or the Participant shall deliver a check in immediately available funds to the Custodian
for the purchase of securities to be held by the Custodian.
2. Receipt by the Program Administrator prior to 11:00 a.m. Central time of notification for
Investment Funds being invested will cause the value of the Investment Funds to be credited and
tarn income on the same Business Day.
3. Receipt by the Program Administrator after 11:00 a.m. Central time of notification for
Investment Funds being invested will cause the value of the Investment Funds to be credited and
earn incomc on the next Business Day.
4. If Investment Funds for which notification of investment has been given, are not received by
the end of the Business Day on which such notification is given, the Program Administrator shall
deduct the value of such Investment Funds from the Participant's Balance if previously credited.
5. The Participant is prohibited from requesting payments from amounts credited to its Balance
pursuant to (2) or (3) above, until such Investment Funds arc received by the Custodian for the
purchase of securities to be held by the Custodian.
6. These Investment Procedures may be amended from time to time pursuant to Section 9.1(d)
hereof, provided, however, that the Program Administrator will only change the times set forth
above after consulting with the Custodian.
• a
Exhibit B
Payment Procedures
1. The Participant shall call or send a written notice to the Program Administrator indicating the
amount requested to be paid.
2. The Participant shall notify thc Program Administrator in writing of thc payee of the amount
requested, which may be the Participant, and include wire, electronic or other instructions. Such
payee must be listed on the list of approved payees that has been provided by the Participant to the
Program Administrator in advance of the payment.
3. Requests for payments must be received by the Program Administrator by 11:00 a.m. Central
time for payments to be made that Business Day.
4. Requests for payments received by thc Program Administrator after 11:00 a.m. Central time will
be processed the following Busincss Day.
5. The Participant may only request payments of that portion of its Balance that represents
Investment Funds, and its proportional share of the income from the Investment Property which
in all cases have actually been received by the Custodian.
6. These Payment Procedures may be amended from time to time pursuant to Section 9.1(d)
hereof, provided, however, that the Program Administrator will only change the times set forth
above after consulting with the Custodian
5g
Exhibit C
Valuation Procedures
1. Portfolio Valuation
A. Amortized Cost Valuation
On a daily basis, normally at 3:00 p.m. Eastern time, the Investment Property Value shall be
determined using the amortized cost valuation method. The amortized cost valuation method
involves initially valuing a security at its cost and thereafter accreting to maturity any discount or
amortizing to maturity any premium, regardless of the impact of fluctuating interest rates on the
market value of the instrument.
B. Mark to Market
At least daily, the Investment Property Value shall be determined on a mark to market basis
as follows: The market value of all or a portion of the Account securities will be determined from
the bid and ask prices for such securities as quoted in The Wall Street Journal (Eastern Edition) or
by an independent nationally recognized pricing service for the Business Day preceding the Business
Day on which the determination of such market value is made (plus accrued interest to such
preceding Business Day); if the securities are not so quoted on such preceding Business Day, their
market value will be determined as of the next preceding Business Day on which they were so
quoted. Securities not quoted in the Wall Street Journal or by an independent nationally
recognized pricing service will be valued by taking the average of the bid quotes from two primary
dealers or if there are less than two primary dealers in such securities by such other reasonable
method as the Program Administrator shall determine.
As an alternative to determining the market value pursuant to the foregoing paragraph, the market
value of all or a portion of the Account securities may be determined using the matrix method.
Matrix pricing involves grouping securities into a matrix by type, maturity and short term credit
rating. A primary dealer who makes markets in those securities will provide the bid side prices for
the matrix.
2. Amendment
These Valuation Procedures may be amended from time to time pursuant to Section 9.1(d) hereof.
Exhibit D
Participation Certificate
The undersigned does hereby request that it be admitted as a
Participant pursuant to Section 2.3 of the Trust Agreement (the "Agreement ") dated as of January
1, 1996 by and between the Participants, Bank One, Texas, N.A., as Custodian, and MBIA
Municipal
Investors Service Corporation. By executing this Participation Certificate, the undersigned agrees
that, upon the execution hereof by the Program Administrator, it will become subject to the same
obligations and shall have the same rights as if it had executed the Agreement.
The undersigned hereby certifies that is the duly designated
Representative of the undersigned as required by the Agreement.
The undersigned hereby certifies that its governing body has taken all actions required by Section
2256.016 of the Public Funds Investment Act, Texas Government Code, in order for it to
participate in the Trust created by the Agreement.
(Name of Participant)
Participant Execution Date
By:
Name:
Title:
Accepted:
MBIA Municipal Investors
Service Corporation
By:
Name:
Title:
Exhibit E
Investment Criteria
1. General Objectives
a. Legality: invest only in investments legally permissible under Texas law.
b. Safety: minimize risk by managing portfolio investments so as to preserve principal and maintain
a stable asset value. The Trust shall be managed so that the Trust shall receive the highest rating for
a local government investment pool from a nationally recognized statistical rating organization for
so long as such a rating is required by Texas law.
c. Liquidity: manage portfolio investments to ensure that cash will be available as required to
finance Participants' operations.
d. Yield: maximize current income to the degree consistent with legality, safety and liquidity.
2. General Standard
All investments made on behalf of the Trust shall be made with judgment and care, under
prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in
the management of the person's own affairs, not for speculation but for investment,
considering the probable safety of capital and the probable income to be derived. Investment of
funds shall be governed by the following investment objectives in order of priority:
1. preservation of safety of principal;
2. liquidity; and
3. yield.
3. Investments
Investment Funds may be invested in any or all of the legal investments specified in Sections
2256.009 through 2256.016, Public Funds Investment Act, Texas Government Code, as the same
may be hereafter amended, or in any successor statute, but only to the extent that such investments
would be permitted by Rule 2a -7, as amended from time to time, promulgated by the United States
Securities and Exchange Commission pursuant to the Investment Company Act of 1940,
as amended, (the "Rule ") if the Rule were applicable to the Trust. As of the Effective Date, such
investments may include, without limitation, the following:
- United States bonds, notes and treasury bills
- United States Government agency or instrumentality obligations
-state and local government obligations (subject to limitations)
- repurchase agreements
- commercial paper
- bankers acceptances
- mutual funds
- guaranteed investment contracts (bond proceeds only)
4. Amendments
These Investment Criteria may be amended from time to time pursuant to Section 9.1(c) hereof.
Exhibit F
Administrator's Fee
For thc performance of its obligations under this Agrccmcnt, the Program Administrator will
charge a 50 basis points fee from thc Investment Property Value (the "Daily Fcc "). This Daily Fcc
will accrue on a daily basis and be paid monthly.
The Daily Fee shall be calculated as follows:
The Investment Property Value is multiplied by (x) .0050 (50 Basis Points) and divided by (,) 365
days and that equals (_) The Daily Fcc Accrual
Fees may be waivcd or abatcd at any timc, or from timc to timc, at the sole discretion of the
Program Administrator. Should such fees be waivcd or abatcd, during the period of the waiver or
abatement, the Program Administrator must pay thc costs as provided in Section 6.1 hereof even if
not covered by thc waived or abated. fees.
Exhibit G
Custodian's Fee
Rate Schedule
The Program Administrator shall pay to the Custodian thc costs and fees specified in the letter
dated January 1, 1996 from thc Custodian to thc Program Administrator, as amended from time
to time by thc Program Administrator and thc Custodian pursuant to Section 9.1(c) hereof.