University of Virginia Library

At a called meeting of the Board of Visitors held at the
University of Virginia on above date, at 2:30 p.m., in the
President's office,

Present: The Rector, and Visitors Buchanan, Craddock,
Hunton, White, Harmon, Moore, and President Alderman,

The Board was called to order, and the following resolutions
adopted -

Resolved. That whereas it is reported by the Finance
Committee of this Board that Messrs Davenport & Co. of Richmond,
Virginia, have offered par and accrued interest for the
$76,500 of the 5 per cent mortgage bonds of the University of
May 1st, 1896, which are held by or for the Astronomical Department
of the University, in the name of the "Leander McCormick
Observatory Fund";

It is thereupon ordered that the Finance Committee be
directed to make sale of the said $76,500. of 5% bonds of the
University to the said Davenport & Co., in accordance with
their said offer; and the Rector is hereby directed to transfer
the same to the said Davenport & Co. upon the order of the
Finance Committee.

Resolved: That the Finance Committee be authorized to
invest the proceeds of sale of the $76,500 of 5% mortgage
bonds of the University of May 1st, 1896 heretofore authorized
to be sold to Davenport & Co. of Richmond, Va. and report their
action to the next meeting of this Board.

Mr. Moon, attorney for the Board, having submitted the
form of a mortgage to secure the issue of bonds authorized
by the Board, by a resolution adopted June 11th, 1906, the
same was approved, and together with bonds and coupons therein
described, is hereby directed to be executed and delivered in
the manner and form prescribed by the said resolution of June
11th, 1906, and that the said form of mortgage shall be reordered
as a part of the minutes of the meeting, which is accordingly
done in the following words and figures, viz:

Deed of Trust. University of Virginia to Virginia Trust Company.

This indenture made, this first day of November in the year
One Thousand Nine Hundred and Six, (1906) between the Rector and
Visitors of the University of Virginia, a public corporation
created and existing under the laws of Virginia, and controlled
by the General Assembly of said State, which is hereinafter
styled and referred to as the "Rector and Visitors," party of
the first part; the Virginia Trust Company, a corporation likewise
chartered and existing under the laws of said State, and
hereinafter styled and referred to as the "Trust Company," party
of the second part; and all persons at any time holding the bonds
hereinafter secured, or any of them, parties of the third part.

—I.—

Whereas, the General Assembly of Virginia at its session
of 1895-'6 passed an act, entitled:

"An act to enable the Rector and Visitors of the University of
Virginia to repair the loss sustained by that institution by the
fire of October 27th, 1895" which act was approved January 23rd,
1896, and provided for the issue of bonds by the said Rector and
Visitors to the amount of $200,000. with interest at not exceeding
six per centum payable in forty and redeemable in ten years
from their date, and secured by a deed of trust upon the property
of the said University. Said act further provided that said bonds
were to be exempt from taxation in any manner by the State or by
any county, city, town or other corporation exercising powers of
taxation under authority of the State, and by said act the sum
of ten thousand dollars per annum was appropriated to pay the
interest on said bonds and establish a sinking fund for the redemption

of the principal thereof; and under the said act
bonds to the amount of $200,000 were issued as of May 1st,
1896, and secured by deed of trust on the property of the
University to the said Trust Company as trustee, bearing the
same date and recorded in the County Clerk's Office of Albemarle
County.

—II.—

And whereas the said General Assembly of Virginia at
its regular session of 1906 passed an act entitled "An Act
to authorize the Rector and Visitors of the University of
Virginia to issue new bonds, secured by deed of trust, for
the purpose of retiring certain bonds now outstanding and
secured in like manner," which was approved March 10, 1906,
and is in words and figures as follows, to-wit:

"Whereas under and by virtue of an act of the General
Assembly of Virginia, entitled, "an act to enable the Rector
and Visitors of the University of Virginia to repair the
loss sustained by that institution by the fire of October
twenty-seventh, eighteen hundred and ninety-five," approved
January (23rd), twenty-third, eighteen hundred and ninety-six,
and said-Rector and Visitors issued bonds for the purposes
named in said act to the amount of two hundred thousand
dollars, which matured in forty years, and were nontaxable
and bore interest at the rate of five per centum per
annum, and were secured by a deed of trust upon the property,
real and personal, of said University, executed to the Virginia
Trust Company as trustee, and bearing date on the first
of May, eighteen hundred and ninety six, which deed of trust

was duly recorded in the Clerk's office of the County court
of Albemarle County, and

"Whereas by the terms of said act, the sum of ten thousand
dollars per annum was appropriated to meet the interest
upon said bonds and provide a sinking fund for the payment of
the principal thereof, which said sum is inadequate for both
of these purposes, but would be sufficient if said bonds carried
a lower rate of interest; and

"Whereas according to the terms of the said bonds and
deed of trust, the said Rector and Visitors have a right to
call in and pay off the same after ten years from the date
thereof, and it is deemed advisable to give to the said Rector
and Visitors authority to negotiate a new loan in place
thereof, bearing a lower rate of interest and secured by a
new deed of trust, but without interfering with the purpose
of the General Assembly as declared in said act of appropriating
the annual amount as aforesaid on account of the interest
and sinking fund; therefore,

"1. Be it enacted by the General Assembly of Virginia,
That the Rector and Visitors of the University of Virginia
be, and they are hereby, authorized, at any meeting at which
a majority of said Visitors shall be present, to issue and
authorize the issue of bonds to an amount not exceeding two
hundred thousand dollars, either registered or with coupons
for interest, or in part of one class and in part of the
other, and convertible from one class into the other at the
pleasure of the holder in sums of one hundred dollars each,

or any multiple thereof, and bearing interest at the rate of
four per centum per annum, which said bonds or their proceeds,
shall be used to retire the bonds of the University now outstanding
under the act aforesaid, and may be exchanged, dollar
for dollar, for the bonds now outstanding, or, may be sold at
not less than par value, and the proceeds used in paying off
said bonds now outstanding.

"2. For the purpose of securing payment of the said
bonds, the said Rector and Visitors are hereby authorized to
convey, by deed of trust, any or all the property belonging
to, or held by the said University; and the said bonds shall
be payable, as payable, as specified in the said act of January
twenty-third, eighteen hundred and ninety-six, and shall
be subject to all the immunities and exemptions specified in
said act with respect to the bonds issued thereunder.

"3. In case, however, the holders of the said bonds now
outstanding are willing to accept interest at the rate of four
per centum per annum thereon, the said Rector and Visitors may
in their discretion, cause such bonds, with the coupons annexed,
to be so stamped or marked as to show that they bear
interest at the rate of four instead of five per centum per
annum, in which case no new bonds will be issued."

—III.—

And whereas at a meeting of the said Rector and Visitors
held at the said University on the 11th day of June, 1906, at
which eight out of the nine Visitors constituting the Board
were present, the following resolution was adopted by the unanimous
vote of all the members present.

"Resolved.-

"1. That this Board deems it expedient, in the exercise of
the powers conferred upon it by an act of the General Assembly
of Virginia, entitled, "An Act to authorize the Rector and
Visitors of the University of Virginia to issue new bonds, secured
by deed of trust, for the purpose of retiring certain
bonds now outstanding and secured in like manner." Approved,
March 10, 1906, to issue such new bonds to the amount of two
hundred thousand dollars bearing interest at the rate of four
per centum per annum, and secured by deed of trust as hereinafter
set forth,

"2. That the bonds of this corporation, to the amount aforesaid,
be accordingly so issued, of the denomination of Five
Hundred dollars each, bearing date on the first of November,
1906, and carrying interest from date at the rate of four per
centum per annum, the principal thereof to be payable forty
years after date, but with the option to this corporation to
redeem and pay the same, or any of them at any time after ten
years from this date; the interest aforesaid to be payable on
the first day of May, and the first day of November each year,
but the same to cease from and after such time as the principal
of the bonds respectively, upon which it accrues, shall be
called in for payment; and that the proceeds of said bonds coming
into the hands of this corporation shall be devoted exclusively
to the purposes specified in said Act.

"3. That the said bonds, principal and interest, shall be secured
by deed of trust duly executed with general warranty with
this corporation to the Virginia Trust Company as trustee, conveying
and assigning in trust to secure the principal and interest

of said bonds, all the real estate of the corporation
together with all buildings, betterments and improvements
erected and to be erected thereon; and also certain of its
personal property, to-wit its libraries, statuary and paintings,
and all its equipments, appliances, furniture, apparatus,
and other similar tangible chattel property used in the
conduct of the business of the University, or in connection
with the courses of instruction given at said institution,
including all tangible personal property of this character
and description, which may be hereafter acquired by this corporation;
and also all the interest of this corporation in
and all its claims to the estate or any part thereof of the
late Arthur W. Austin of Milton, in the State of Massachusetts,
by whom a certain legacy was bequeathed to this corporation.

"4. Said deed of trust shall be executed, acknowledged and
delivered in the name of and for and on behalf of this corporation
by its chief officer, the Rector; and attested by
its secretary with its corporate seal affixed, and shall contain
a provision giving to this corporation, the right from
time to time to sell or exchange said articles of tangible
chattel property and replace them with others of equal or
greater value, which shall be subject to the said deed of
trust; and also reserving to this corporation, the right in
its own name to demand, sue for, receive, receipt for and
collect; and also to commute, compromise and adjust all the
said interest of this corporation in and all its claims to
the said estate of the said Austin, without the intervention

of said trustee company, provided that all amounts realized
thereon shall remain in the hands of and be held by this corporation,
subject to said deed of trust, except that this
corporation may, until the right to foreclose, shall have accrued
under said trust deed, use the current income therefrom
for and about its current expenses. And said deed of trust
shall further contain such other provisions as the said Rector
may be advised are usual, apt and proper.

"5. And for the purpose of further securing said bonds, the
said trust deed shall contain a covenant that the said buildings
shall be kept insured in some one or more reputable fire
insurance companies for the sume of One Hundred and Fifty Thousand
Dollars, until such time as the aggregate amount of such
bonds outstanding shall be reduced below said sum of $150,000.00,
after which time an amount of insurance at least equal to all
the bonds outstanding shall be sufficient. All such policies
of insurance shall be drawn or assigned so that loss, if any,
shall be payable to said Trust Company, for the protection of
the holders of said bonds. And said deed of trust shall also
further contain a covenant on the part of this corporation for
the establishment, setting apart and maintenance of a sinking
Fund of Two Thousand dollars per annum, out of appropriations
made by the General Assembly of Virginia for that purpose, or
out of the current revenues of the University, to meet and
discharge the principal of said bonds.

"6. The said bonds shall be signed by the said Rector and attested
by the Secretary, with the corporate seal affixed, and

shall consist of a series of four hundred bonds for Five Hundred
Dollars each, numbered consecutively from one to four
hundred.

The form of said bond shall be as follows:

 

"$500.00

$500.00"

And to which said bonds coupons for interest shall be annexed
to the following effect (the signatures thereto being
lithographed or engraved):

(Form of Coupon.)

 

$10.00

$10.00"

The Rector and Visitors of the University of Virginia
will pay to the bearer at the office of the Virginia Trust
Company, Richmond, Virginia, on the 1st. day of __________
19__. Ten Dollars, being six months interest on their bond
No. ____ for Five Hundred Dollars: and this coupon is issued
and redeemable in accordance with the terms of the said bond.

_______________Bursar."

"7. None of the said bonds shall be issued until authenticated
and verified by a certificate endorsed on each bond by
an officer of said Trustee Company, or its successor in the
Trust, to the following effect:

(Form of Certificate)

"The Virginia Trust Company of Richmond, Virginia, the
trustee referred to in the within instrument, hereby certifies
that this is one of the issue of bonds to the amount of
Two Hundred Thousand Dollars, therein specified and described.

Richmond, Virginia,

19__.

Virginia Trust Company,
By            ."

"8. All the said bonds with the interest accruing thereon
shall stand secured equally and ratably in the said deed of
trust, without reference to the date of their issue.

"9. If at any time after the lapse of ten years from the
date of said bonds, it should be determined to call in and
redeem a portion thereof, this corporation shall determine
by lot the bond or bonds so to be called in and redeemed
out of those then outstanding."

—IV.—

And Whereas, in pursuance and by virtue of authority
contained in and implied from the resolutions of which the
foregoing is a copy and subject to the conditions and reservations
contained therein, and for the purpose of effectually
carrying out the objects and purposes thereof, the said Rector
has caused the form of this deed and indenture to be prepared;
and at a meeting of the said Rector and Visitors held
at the University on the 6th day of October 1906 at which a
majority of the said Board was present; the said form was submitted
to them and was by them in all respects ratified and
approved, and the said Rector directed, in accordance with the
resolutions of the said Rector and Visitors hereinbefore set
forth, to execute the same and the bonds therein provided for.

—V.—

Now, Therefore, this indenture witnesseth: That in consideration
of the premises, and of the sum of Ten Dollars in
hand paid by the said Trust Company to the said Rector and
Visitors, the receipt whereof at and before, the ensealing
and delivery of these presents is hereby acknowledged, the
said Rector and Visitors have given, granted, bargained, sold,
aliened, enfeoffed and confirmed, transferred, assigned, and

set over; and by these presents do give, grant, bargain, sell,
aliene, enfeoff and confirm, transfer, assign, and set over
unto the said Trust Company of Richmond, Virginia, and its
successors and assigns forever, all and singular the following
estate, real and personal, namely:

1st. All those lands of the said Rector and Visitors
lying in the County of Albemarle, West of the City of Charlottesville,
on which are located the greater part of the
buildings of the said University, acquired at various times
and from various parties by deeds of record in the Clerk's
Office of the County Court of Albemarle County and bounded
by a former survey thereof as follows: Beginning at the
intersection of the Staunton and Lynchburg Roads, about
three-fourths of a mile West of Charlottesville, thence with
the Lynchburg Road 6134 feet to a black oak on the left of
the said road; thence North 25 West 880 feet to a leaning
chestnut; thence South 78 1/2 West 880 feet to a chestnut
oak stump; thence South 21 1/2 West 693 feet to a small maple
on a branch; thence South 10 1/4 West 264 feet to Wheeler's
old road; thence along Wheeler's old road 1963 feet to a
white oak; thence North 34 East 916 feet; thence North 28 1/2
East 165 feet; thence North 24 1/2 East 330 feet; thence
North 22 East 693 feet; thence North 27 West 644 feet; thence
North 10 1/4 West 1106 feet to a chestnut, corner of Maury's
and Garths; thence North 32 East 616 feet to a corner of
Garth and Randolph; thence South 51 East 330 feet; thence
North 47 1/2 East 536 feet to a chestnut oak on the top of
the mountain; thence North 50 1/2 East 338 feet; thence South

67 3/4 feet East 1848 feet to branch and road, corner to Smith;
thence South 86 East 231 feet; thence North 77 1/2 East 484
feet to a white oak stump; thence South 70 1/2 East 1576 feet;
thence North 17 1/2 East 1458 feet to the Staunton Road at a
stake; thence along said road 3564 feet to the beginning, containing
four hundred and fifty-four acres.

Also all that tract or parcel of land lying in the said
County of Albemarle on the north side of the turnpike or County
Road leading from Charlottesville to Staunton, known as "Carr's
Hill," containing forty-two and five-eighths acres, adjoining
the first named lands, being the same land conveyed to the Rector
and Visitors of the University of Virginia by Addison Maupin
and Lucy T. (his wife) by deed dated the 1st day of July,
1867, and of record in the Clerk's Office of the County Court
of Albemarle County, to which deed reference is hereby made
for the metes and bounds of the same.

Together with all the buildings, structures, betterments,
and improvements erected and to be erected upon said lands,
there being situated thereon the rotunda and all the halls,
lecture rooms, professors' houses, dormitories, hotels, and
other buildings of the said University.

2nd. Also the personal property of the said Rector and
Visitors used in the conduct of the business of the said University,
or in connection with the different courses of instruction
given at said institution, and consisting of its
libraries, books, statuary, paintings, pictures, and works of
art, and all its equipments, machinery, laboratories, appliances,
furniture, apparatus, and specimens, and models, and

all similar tangible chattel property now or hereafter upon
its premises aforesaid including all personal property of
this character and description, which may be hereafter acquired
by said Rector and Visitors.

3rd. All and every interest and claim of the said Rector
and Visitors and the said University in and to the estate,
real and personal, of the late Arthur W. Austin, of Milton,
in the County of Norfolk, and State of Massachusetts, by whose
last will and testament and the codicil thereto, dated May 18,
1884, admitted to probate in the courts of the said County of
Norfolk and of record therein, the said Rector and Visitors
and the said University became the residuary legatee of his
estate, subject, however, to the interest for life given by
the said will in the said residuum to his daughter, Mary W.
Austin, now Mary W. Carroll, and to certain other contingent
charges thereon in favor of his daughter Florence and his son
Henry; the corpus of the said residuary fund amounting to upwards
of $400,000, the same being, however, in the hands of
trustees appointed by the courts of Massachusetts in accordance
with the terms of said will and in accordance with an agreement
which has been entered into with respect thereto between the
said tenant for life, Mary W. Carroll, and the said Rector and
Visitors.

But all upon trust nevertheless That the said Trust Company
and its successors shall hold all the said property for
the uses and purposes, and subject to the powers, agreements,
stipulations, uses, covenants, conditions, and provisions
herein set forth, that is to say:

—Article 1.—

Until default shall be made by the said Rector and Visitors,
or their successors or assigns in the payment of any
interest upon the said bonds hereinbefore mentioned and described,
or upon some one or more of them, or in the payment
of the principal of the said bonds, or of some one or more of
them, the said Rector and Visitors, their successors and assigns,
shall be suffered and permitted to remain in actual and
exclusive possession, management and control of all the said
property hereinbefore mentioned and described, to take the
rents, issues, and profits thereof, and in all respects to use
and control the same as fully and completely as though this
indenture were not executed.

—Article 2.—

In case default shall have been made in the payment of
any coupon for interest upon the said bonds, or any of them,
and such coupon shall have remained unpaid and in arrears for
the period of ninety days after demand, the principal of such,
and every such of said bonds shall thereupon become and be
immediately due and payable, notwithstanding that the time
limited for the payment thereof may not then have elapsed.
And in such case, or in case default shall be made in the
payment of the principal of the said bonds, or any thereof,
at maturity, and the holders of one-third of the whole amount
then outstanding of the said bonds and coupons upon which default
has been made, in writing so request, it shall be lawful
for the said Trust Company, or its successors, or for the
person or persons who shall for the time being be charged with

the execution of trust hereby created, with the assistance
of any person or persons, and with or without, any proceeding
in, or order or decree of, any court, to enter in and upon
the sail property hereinbefore described, or which may be then
subject to the lien of these presents in any place or places
in which the said property, or any part thereof, may be, and
to take possession of the said property and of all property
whatsoever which may then be subject to the lien created by
these presents, and if need be, to take and carry away the
said personal property, and to sell and dispose of all
said property as a whole or in parcels, by public auction
to the highest bidder at the said University of Virginia, or
elsewhere, at such time or times as the as the said Trust
Company or its successors, shall appoint, and upon such seasonable
terms of sale as the said Trust Company may prescribe
in regard to the time or times for the payment of the purchase
money thereof, and the mode of securing any deferred
installment of such purchase money; but prior to any such sale
the said Trust Company shall give public notice thereof, and
of the time and place at which the same is proposed to be
made by advertisement thereof in one newspaper of general circulation
in each of the cities of Charlottesville and Richmond,
Virginia, the same to be published for at least once a week
for six successive weeks prior to the date at which such sale
shall be advertised to take place. And upon any such sale the
said trustee for the time being shall make, execute and deliver
to the purchaser or purchasers of the property good and sufficient
deeds, bills of sale, or such other and further instruments
as may be requisite to transfer to such pruchaser or
purchasers complete and absolute title to, and property in
and to, the said lands and other estate of whatsoever description
and every part and parcel thereof. And it is hereby
expressly declared and agreed that any sale or sales that may
be made as aforesaid shall be a perpetual bar both at law and
in equity against the said Rector and Visitors, their successors
and assigns, and against any and all persons whomsoever
claiming the property so sold, or any part thereof, by, from,
through, or under, the said Rector and Visitors, their successors
or assigns; and after deducting from the proceeds of
any such sale the amount of all reasonable and proper expenses
and charges which may be made or incurred by the said Trust
Company in taking, acquiring, or retaining possession of the
said property, or any portion thereof, or in managing or controlling
or transporting the same, or in preparing for, making
and completing such sale or sales, and making conveyances to
the purchasers as well as the compensation allowed by the
laws of Virginia to a trustee who sells, the trustee shall
apply the purchase money and proceeds of such sale ratably
and equally amongst all the holders of the bonds and past due
coupons and interest herein secured; except, and taking care
that, if any of the holders of the said bonds have not received
so much interest from the said Rector and Visitors as others,
such bondholders shall, first, and before any distribution is
made, be paid so much as will place them on an equal footing
with the other bondholders; after which all shall share alike,
without discrimination as between principal and interest. And
if after the payment in full of the principal and interest
accrued upon each and all of the said bonds, a surplus of
the proceeds of such sale or sales shall remain in the hands
of the said Trust Company, it shall pay such surplus to the
said Rector and Visitors, or their assigns, or as any court
of competent jurisdiction shall lawfully direct.

And it is hereby expressly declared and agreed that the
said Trust Company, or its officer, agent, or attorney, acting
for it, may, in its or his discretion, adjourn any sale
which they may make at the time and place appointed for such
sale, and if so adjourned, such sale may be made at the time
and place at and to which the same shall have been adjourned,
and without further notice thereof.

And it is further declared and agreed that the receipt
of the Trust Company, or of its officer, or agent, who shall
make such sale, or cause the same to be made, shall be a sufficient
acquittance to the purchaser of the property which
shall be sold as aforesaid for the purchase money; and such
purchaser shall not, after paying such purchase money and receiving
such receipt, be liable in any way to see to the application
of such purchase money upon, or for, the trust or
purposes by these presents provided for, nor shall he be liable
for any loss, or misapplication or non-application of such
purchase money in part or in whole.

And it is further declared and agreed that upon any sale
made under, or by virtue of, these presents, the bonds intended
to be secured hereby, and all overdue coupons thereupon, shall
be received in payment of the purchase money for any property

sold at such sale as equivalent to so much of the said purchase
money as would be payable upon such bonds and overdue
coupons.

—Article 3.—

In case default shall be made in the payment of the interest
coupons upon the said bonds, or any thereof, after demand
therefor, and such coupon or coupons shall remain so unpaid
and in arrears for the period of ninety days, or in case
default shall be made after demand in the payment of the principal
of any of the said bonds, when same shall by the terms
thereof become due and payable, then, and in either of said
cases, it shall be the duty of the said Trust Company to exercise
the power conferred, and sell, or take proper legal proceedings
to enforce the rights of the holders of the said bonds
upon a requisition in writing to that effect being made upon
the said trustee, signed by the holders of at least one-third
of the whole amount of the said bonds then outstanding, and
upon a proper indemnification to the said trustee against all
costs and expenses to be by it incurred in the premises.

—Article 4.—

At all times while the property hereinbefore described
shall remain in the possession or under the control of the
said Rector and Visitors, their successors or assigns, it
shall be its, or their duty to keep and maintain the same in
good order and repair. And the said Rector and Visitors, or
their successors or assigns, may from time to time make such
additions or repairs in and about the same as it or they may
deem advisable; provided, however, that such additions or

alterations shall not impair or decrease the value of said
property.

—Article 5.—

It is mutually agreed by and between the parties hereto,
that the said Trust Company shall be entitled to just and
reasonable compensation for all the services which it may
hereafter render in this trust, and the payment to it of all
outlays and expenses incurred in the execution of this trust,
to be paid by the said Rector and Visitors, their successors
or assigns, and that the said Trust Company shall not be answerable
for the default or misconduct of any agent by it
with reasonable care appointed, nor for anything whatsoever
in connection with this trust, except wilful misconduct, or
failure to exercise ordinary care. And it shall be no part
of the duty of said Trust Company to see to the recording or
filing of this deed of trust, or to the renewing thereof; nor
to the making or renewal of any insurance on the property
hereby conveyed, nor as to its amount or validity.

And it is further agreed that the said Trust Company, or
any trustee hereafter appointed, may be removed by the votes
of two-thirds in interest of the holders of said bonds issued
and outstanding at the time being, which vote for the removal
of a trustee must be taken at a meeting of the said bondholders
and must be attested by the hands and seals of, the Chairman
and Secretary of such meeting, or by a statement in writing
under the hands and seals of two-thirds in interest of the
bond-holders duly acknowledged.

And it is further mutually agreed that the said Trust
Company, or any trustee hereafter appointed, may resign or
discharge themselves of the trust created by these presents,
by giving notice to the said Rector and Visitors, in writing,
at least three months before resignation shall take effect,
or by giving such notice as shall be accepted by the said
Rector and Visitors, and upon the due execution and delivery
of the conveyance hereinafter required. And it is hereby expressly
declared and agreed that, in case at any time hereafter
the said Trust Company, or any trustee hereafter appointed,
shall die or resign, or be removed, or become incapable,
or unfit to act in the said trust, then in case there is
no existing default in the payment of the interest or principal
of any of the said bonds secured hereby, the said Rector
and Visitors shall, by an instrument under their corporate
seal and recorded in the Clerk's Office of Albemarle Circuit
Court, appoint a successor or successors of such deceased,
removed, or incapable trustee or trustees; but if there shall
be an existing default in the payment of any such principal
or interest, or if the said Rector and Visitors shall for
six months decline or neglect to appoint such successor or
successors, then in that case the holders of the bonds secured
hereby, acting by a majority in interest, shall be,
and they are hereby, authorized and empowered by an instrument
or instruments, in writing, under their respective hands
and seals, duly acknowledged as aforesaid, at a meeting of
the said bondholders, to appoint a successor or successors to
such deceased, removed or incapable trustee or trustees.

And such successor or successors that are so appointed
shall immediately upon his or their acceptance of the trust
become vested with all the power, authority and estates held
or possessed by the trustee or trustees whom he or they shall
have been appointed to succeed, without further assurance or
conveyance.

And thereupon all the power and authority herein, and
all the estate, right, title and interest in the property affected
hereby of such resigned or removed trustee or trustees
shall wholly cease or determine. But notwithstanding, the
surviving or continuing trustee, if there be such, and the
trustee or trustees resigning or being removed, shall upon
request in writing of the new trustee or trustees, execute
and deliver to him or them all such conveyances or other instruments
as shall be fitted forexpedient for the purpose of
assuring to such new trustee or trustees the legal estate in
the premises.

And it is hereby declared and agreed that in case the
holders of said bonds shall fail or omit to appoint a new
trustee or trustees in manner aforesaid, application may be
made by the said Rector and Visitors, or by any holder or
holders of any of the said bonds, to any court competent to
entertain jurisdiction of the proceedings to enforce the lien
of these presents for the appointment of a new trustee or new
trustees to be made upon such reasonable notice to the parties
in interest as the said Court shall deem proper.

—Article 6.—

And this indenture further witnesseth; That the said Rector
and Visitors for and in consideration of the premises and

for the sum of Ten Dollars, the receipt whereof, at and before
the ensealing and delivery of these presents, is hereby acknowledged,
covenants, promises and agrees, and by these presents
does for itself and its successors covenant, promise and agree
to and with the said Trust Company and its successors in the
trust hereby created, that the said Rector and Visitors shall
and will well and truly, pay or cause to be paid, unto the
holders of the said bonds the principal and interest thereof
as the same shall become payable according to the tenor of
the said bonds, and the terms of such coupons as may be thereto
annexed, and that they shall and will from time to time,
and at all times thereafter, and as often as thereunto requested
by the said Trust Company under this indenture, execute,
acknowledge, and deliver all such other and further
instruments, conveyances and assurances in law for the better
assuring unto the said Trust Company, and its successors in
this trust, the property herein mentioned and described, and
all substituted property as shall by the said Trust Company,
or its counsel learned in the law, be devised, advised, or
required.

And it is further understood and agreed that the bonds
for the registration of which provision has hereinbefore been
made, shall be so registered on the books of the said Rector
and Visitors, and while they shall remain so registered the
principal thereof shall be payable only to the registered
owners or to their legal representatives. And if at any time
after the expiration of ten years from the date of said bonds,
the said Rector and Visitors shall determine to call in and

redeem a portion, or a certain number of said bonds by way of
investment of the sinking fund herein provided for, or otherwise,
the bond or bonds so to be called in and redeemed shall
be selected and determined upon by lot by the said Rector and
Visitors.

—Article 7.—

And the said Rector and Visitors do hereby further covenant
to and with the said Trust Company and to and with the
said parties of the third part, that they, the said Rector
and Visitors, will keep the said buildings upon the said University
premises, or the more important portion of them, insured
in one or more reputable fire insurance companies for
the aggregate sum of not less than one hundred and fifty thousand
dollars until such time as the aggregate amount of the
principal of the bonds herein secured shall be reduced below
said sum of $150,000; after which time an amount of insurance
at least equal to the principal of all said bonds outstanding
shall be sufficient, and all policies for such insurance shall
be drawn or assigned so that loss, if any accrue thereunder,
shall be payable to said Trust Company, or its successors as
trustee for the further security and indemnity of the said
parties of the third part; and the said Rector and Visitors
may, by and with the consent in writing of said Trust Company,
or the acting trustee first obtained for that purpose, expend
any amount or amounts, or a part thereof, realized from any
such loss, in rebuilding and replacing the buildings and structures
from the destruction of which the loss accrued.

—Article 8.—

And the said Rector and Visitors do further covenant to
and with the said Trust Company and to and with the said parties
of the third part, that they, the said Rector and Visitors,
will well and truly establish, set apart, preserve, and maintain
a sinking fund of not less than two thousand dollars annually
out of the current income and revenues of said University
in preference to all other charges on such income and
revenues (except as to those charges to which a superior preference
may have been given by law, which sinking fund shall be
accumulated, preserved and kept solely and exclusively for the
purpose of meeting and discharging the principal of the bonds
herein secured; and the same shall be from time to time invested
in safe interest bearing securities, or be used in taking
up, purchasing or retiring the bonds herein secured, or
any of them, but in case the same shall be so used in purchasing,
retiring, or taking up any such bonds, then an amount
equal to all such interest as would thereafter otherwise have
become from time to time payable upon such bonds so purchased,
retired or taken up, shall be from time to time added to such
sinking fund over and above the said two thousand dollars per
annum.

—Article 9.—

And it is further provided that, while the said Rector
and Visitors shall remain in possession, and there shall be
no subsisting default in the payment of the principal or any
of the aforesaid bonds herein secured and no default continuing
for ninety days in the payment of the interest thereon,

the said Rector and Visitors shall have power from time to
time to sell and dispose of free from the lien, operation,
and effect of this indenture such portion of the movable
property conveyed and assigned in the second paragraph of
the granting clause of this indenture, as may at any time
be, or become, undesirable or unsuitable for, the uses and
purposes for which it is now held, or which may be more valuable
for sale than for use; provided that the same shall be
adequately replaced and substituted by other similar property
to be placed upon the premises of a value equal to or greater
than that so sold or disposed of, and such property so acquired
shall be and remain in all respects subject to the provisions
and lien of this indenture as if specifically included
and conveyed herein; and such right of sale or exchange shall
only be exercised upon condition of substitution being made
as aforesaid.

And until such default in the payment of said principal,
or some portion thereof, or such default for ninety days in
the payment of said interest, or some portion thereof, the
said Rector and Visitors shall have the full right and power
to demand, sue for, receive, give acquittance for, and collect
the aforesaid legacy bequeathed by the will of the said Arthur
W. Austin, and to compromise, compound, adjust, and commute
the same free from the lien, operation, and effect of this
indenture; save and except, however, that the principal amount
of any and all monies, funds and securities received by said
Rector and Visitors shall be permitted to hold the said principal

of all such monies, funds and securities, and place and
invest the same in some safe, interest-bearing securities, and
from time to time to change such investments so made, and to
use the interest and income thereof in and about the current
business of the University; or the said Rector and Visitors,
with the approval and consent of the said Trust Company, or
acting trustee first obtained in writing for that purpose, invest
and expend a portion of such monies, funds and securities
in buildings, improvements, and betterments of a permanent
nature upon the said premises of the said University. But if
under the terms and conditions of this indenture, it shall
have become necessary and proper for the said Trust Company, or
the Acting Trustee thereunder, to make sale of said legacy, then
and in that event, the said Trust Company, or the acting trustee,
shall be authorized, in the discretion of such trustee, to sue
for and collect such legacy, and, with the consent of said
Rector and Visitors, to commute and compound the same instead
of making sale thereof; and the proceeds of any such collection
or commutation shall be disposed of in the same manner that the
proceeds of a sale of such legacy would be disposed of hereunder.

—Article 10.—

Upon the production by the said Rector and Visitors to the
said Trust Company, or to its successor or successors in the
trust, of all the bonds and coupons which may have been issued
in pursuance of and secured by this indenture; or in event of
the loss or destruction of any of said bonds and coupons, which
may have been issued in pursuance of and secured by this indenture,
or in event of the loss or destruction of any of
said bonds and coupons, upon proof satisfact—

tory to said Trust Company, or to said acting trustee or
trustees, that all of said bonds and coupons have been fully
paid and discharged; then, and in that event, the said Trust
Company, or its successor or successors in the trust, shall
be fully authorized and empowered, and it shall be their duty
to release to the said Rector and Visitors all the property
and estate of every description herein conveyed, so that the
same shall stand free and forever discharged and acquitted
from the lien of this indenture as fully and completely as
if the same had never been made; but all costs, expenses, and
charges, incident to this release and discharge, shall be
borne and paid by the said Rector and Visitors.

—Article 11.—

Default in the payment of the principal of the said
bonds, or any of them, and default for ninety days in the
payment of the interest coupons thereon, as hereinbefore
mentioned, referred to, and specified, shall be construed
to mean such default after demand shall have been made at
or after maturity for the payment of any such bonds or coupons;
and no such default shall be understood to have accrued
as to any such bond, or coupon for interest, until
such demand therefor shall have been made; and no interest
shall accrue on any overdue coupon until after demand for
the payment thereof shall have been made.

And if the said Virginia Trust Company shall at any
time fail or cease to keep an office in the City of Richmond,
Virginia, at which the said bonds and coupons can in
the usual course of business be presented for payment or

redemption, or shall cease to act as trustee under this indenture,
then, and in either of these events, all the said
bonds then outstanding and the interest and coupons representing
such interest thereon, shall be and become payable
at the said University, at the office of the Bursar or other
principal fiscal agent of the said Rector and Visitors.

—Article 12.—

And the said Rector and Visitors covenant to and with
the said Trust Company that they will warrant generally the
property hereby conveyed, that they have the right to convey
the aforesaid lands to the said Trust Company, that the said
Trust Company shall, in the execution of the trusts herein
created, have quiet possession of the said lands, free from
all encumbrances; and that the said Rector and Visitors have
done no act to encumber the same, and will execute such further
assurances of the said land as may be requisite.

And this indenture further witnesseth: That said Trust
Company hereby accepts the aforesaid trust, and covenents and
agrees to and with the said Rector and Visitors to execute
the same upon the terms and conditions mentioned.

In testimony whereof, the said Rector and Visitors of
the University of Virginia have caused their name and corporate
seal to be hereunto affixed by Armistead C. Gordon,
their Rector, and chief officer, and attested by I. K. Moran,
their Secretary, and the said Trust Company has caused its
name and corporate seal to be hereunto affixed by James N.
Boyd, its President, and attested by Lewis D. Aylett, its
secretary, on the day and year first above written.

The Rector and Visitors of the
University of Virginia.
By

Attest

Rector.

Secretary.

Virginia Trust Company,
By

President.

Attest

Secretary.

State of Virginia
County of Albemarle

to wit:

I                 a Notary Public for the County
aforesaid, in the State of Virginia, do certify that Armistead
C. Gordon, who is personally known to me to be the Rector and
chief officer of the Rector and Visitors of the University of
Virginia, whose name is signed to the writing hereto annexed,
bearing date on the first day of November in the year 1906,
has acknowledged the same before me on his own behalf, and
for and on behalf of the said Rector and Visitors, as and for
their, act and deed, and has acknowledged and declared the
corporate seal of the said Rector and Visitors affixed to
said writing, to be their true and lawful corporate seal as
aforesaid; all which is done in my county aforesaid.

And I do further certify that I. K. Moran, known to me
to be the secretary of the said Rector and Visitors, whose

name is signed as such secretary to said writing, bearing
date as aforesaid, has acknowledged the same before me in my
county as aforesaid on his own behalf, and as and for the act
and deed of the said Rector and Visitors, and has also acknowledged
and declared the said corporate seal to be the true and
lawful corporate seal of the said Rector and Visitors.

Given under my hand this       day of       Anno
Domini, 1906.

N. P.

State of Virginia
City of Richmond

to-wit:

I,                 a Notary Public for the city
aforesaid in the State of Virginia, do certify that James
N. Boyd, who is personally known to me to be the President
of the Virginia Trust Company, whose name is signed to the
writing hereto annexed bearing date on the first day of November
in the year 1906, has acknowledged the same before me on
his own behalf, and for and on behalf of the said Virginia
Trust Company, as and for its act and deed, and has acknowledged
and declared the corporate seal of the said Virginia
Trust Company, affixed to said writing, to be their true and
lawful corporate seal as aforesaid; all which is done in my
city aforesaid.

And I do further certify that Lewis D. Aylett, known to
me to be, the Secretary of the said Virginia Trust Company,
whose name is signed as such secretary to said writing, bearing
date as aforesaid, on his own behalf, and as and for the
act and deed of the said Virginia Trust Company, and has also
acknowledged the said corporate seal to be the true and lawful

corporate seal of the said Virginia Trust Company.

Given under my hand     day of     Anno Domini 1906.

N. P.

State of Virginia, to wit:

In the Clerk's Office of the Circuit Court of Albemarle County.

1906.

I,                , Clerk of the Circuit Court of
the County of Albemarle, do hereby certify that the foregoing
deed of trust from the Rector and Visitors of the University
of Virginia to the Virginia Trust Company was this day presented
to me in my said office with the certificates of acknowledgment
thereto annexed; and the said deed, together
with the said certificates, was thereupon admitted to record
in said office.

Given under my hand the day and year above written.

Clerk,
Albemarle Circuit Court.

Resolved: That a "Dormitory Building Committee" be
appointed, consisting of Messrs. Harmon, Alderman, Barringer
and Lambeth, to consider and report at a meeting of the Board
on the question of building a new dormitory or dormitories,
as investment on the basis of the Rockefeller Fund.

Resolved: That the action of the Rector in calling in
for payment or exchange on the first day of November 1906,
all the 5% mortgage bonds of the University, outstanding and
secured by the deed of trust of May 1st, 1896, together with
the notices published by him in connection therewith in the

Richmond Times Dispatch and the Charlottesville Progress, be
and the same are hereby in all respects ratified, and confirmed
by the Board.

Resolved: That all petitions from fraternal organizations
for a lease of land upon which to build fraternity
houses, be referred to a committee of this Board, consisting
of Messrs. Harmon, Alderman, Thornton, Lambeth, and Norton,
for recommendation and report next meeting.

Resolved: That in recognition of the eminent and devoted
services of Joseph Carrington Cabell, friend and ally of Thomas
Jefferson in the organization of the University of Virginia, the
building now known as Academic Building be hereafter styled,
"Cabell Hall."

Resolved: That Theodore Hough be appointed Professor of
Physiology at a salary of $3,000., this election to take effect
at the opening of the session 1907-'8.

Resolved: That the sum of $1,000.00 be appropriated for
the payment of an Instructor of Physiological Chemistry for
the session of 1906-'7. (arthur E austin)

Resolved: That the sum of $500.00 be appropriated to
the Law Department for furnishings and increased library facilities.

Resolved: That the sum of $100.00 be appropriated for
the payment of salary of C. E. Moran, Instructor in Physical
Culture for the session 1906-'7.

Resolved: That the sum of $250. be appropriated to the
Chapel Fund for the purpose of repairing and refurnishing the
Chapel.

Resolved: That the Board hereby records its high appreciation
of the work of Mrs. Edwin A. Alderman, and her lay
associates in raising a fund with which to refurnish and repair
the University Chapel.

Resolved: That the sum of $1,500.00 be appropriated for
the purpose of making proper exhibit at the Jamestown Exposition
by the University of Virginia.

On motion the Board adjourned.