EXHIBIT B

TRUST JOINDER AGREEMENT
FOR PARTICIPATING EMPLOYERS UNDER
VIRGINIA POOLED OPEB TRUST FUND

            THIS TRUST JOINDER AGREEMENT is made by and between the Local Finance Board of the County of Fauquier, Virginia (herein referred to as the “Local Finance Board”) of the County of Fauquier, Virginia (herein referred to as the “Participating Employer”), and the Board of Trustees (herein collectively referred to as the “Trustees”) of the Virginia Pooled OPEB Trust Fund (herein referred to as the “Trust Fund”).

WITNESSETH:

            WHEREAS, the Participating Employer provides post-employment benefits other than pensions (herein referred to as “Other Post-Employment Benefits”), as defined in section 15.2-1545 of the Virginia Code, for Employees and Beneficiaries; and

            WHEREAS, the governing body of the Participating Employer desires to establish a Trust for the purpose of accumulating and investing assets to fund Other Post-Employment Benefits as it may appropriate; and

            WHEREAS, the governing body of the Participating Employer has adopted an ordinance and/or resolution (a certified copy of which is attached hereto as Exhibit A) to authorize participation in the Virginia Pooled OPEB Trust Fund and establish a Local Finance Board, and, pursuant to Virginia Code § 15.2-1547, has directed the Local Finance Board to enter into this Trust Joinder Agreement; and

            WHEREAS, the Trust Fund, in accordance with the terms of the Virginia Pooled OPEB Trust Fund Agreement (the “Agreement”), provides administrative, custodial and investment services to the Participating Employers in the Trust Fund; and

            WHEREAS, the Local Finance Board, upon the direction of the governing body of the County of Fauquier, Virginia, desires to submit this Trust Joinder Agreement to the Trustees to enable the County of Fauquier, Virginia, to become a Participating Employer in the Trust Fund and a party to the Agreement.

            NOW, THEREFORE, in consideration of the mutual covenants and agreements flowing to each of the parties hereto, it is agreed as follows:

            1. Pursuant to the Board of Trustees’ acceptance of this Trust Joinder Agreement, the County of Fauquier, Virginia, is a Participating Employer in the Trust Fund, as provided in the Agreement, and the Local Finance Board is authorized to enter into this Trust Joinder Agreement, and to represent and vote the beneficial interest of the County of Fauquier, Virginia, in the Trust Fund in accordance with the Agreement. 

            2. Capitalized terms not otherwise defined in this Trust Joinder Agreement have the meaning given to them under the Agreement.

            3. The Local Finance Board shall cause appropriations designated by the Participating Employer for deposit in the Trust Fund to be deposited into a depository designated by the Trustees. 

            4. The Local Finance Board shall timely remit, or timely approve the remittance of, administrative fees as may be due and payable by the Participating Employer under the Agreement into a depository designated by the Trustees.

            5. The Participating Employer shall have no right, title or interest in or to any specific assets of the Trust Fund, but shall have an undivided beneficial interest in the Trust Fund; however, there shall be a specific accounting of assets allocable to the Participating Employer.

            6. The Local Finance Board shall provide to the Administrator designated by the Trustees all relevant information reasonably requested by the Administrator for the administration of the Participating Employer’s investment, and shall promptly update all such information. The Local Finance Board shall certify said information to be correct to the best of its knowledge, and the Trustees and the Administrator shall have the right to rely on the accuracy of said information in performing their contractual responsibilities.

            7. The Trust Fund provides administrative, custodial and investment services to the Participating Employer in accordance with the Agreement.

            8. The Trustees and the Administrator, in accordance with the Agreement and the policies and procedures established by the Trustees, shall periodically report Trust activities to the Participating Employer on a timely basis.

            9. The Local Finance Board and the Participating Employer agree to abide by and be bound by the terms, duties, rights and obligations as set forth in the Agreement, as may be amended by the Trustees, which is attached hereto and is made a part of this Trust Joinder Agreement.

            10. The Local Finance Board, in fulfillment of its duties as the trustee of the Participating Employer, retains the services of the Investment Manager or Managers selected by the Trustees pursuant to the Agreement.

            11. The term of this Trust Joinder Agreement shall be indefinite; however, the Participating Employer may not terminate this Trust Joinder Agreement until 180 days after its initial investment. Thereafter, the Local Finance Board may terminate this Trust Joinder Agreement on behalf of the Participating Employer by giving at least 90 days prior notice in writing to the Trustees. Termination shall be governed by the provisions of the Agreement.

IN WITNESS WHEREOF, the Local Finance Board has caused this Trust Joinder Agreement to be executed this 14th day of August, 2008.

                                                                        LOCAL FINANCE BOARD OF
                                                                        County of Fauquier, VIRGINIA

                                                                       

____________________________
            County Treasurer

                                                                        ______________________________
                                                                        Finance Director

                                                                        ______________________________
                                                                        Sally Murray, Citizen Member

                                                                        ______________________________
                                                                        Ari Sky, Citizen Member

                                                                        ______________________________
                                                                        Paul A. Hawkins, Citizen Member                                                           

ATTEST:

___________________________________

                                                                                    * * * *

                                                                        ACCEPTANCE:
                                                                       
VIRGINIA POOLED OPEB TRUST FUND
                                                                       Virginia Local Government Finance Corporation

                                                                        By:  _______________________________
                                                                                                Administrator

 

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