A.
The Council is hereby authorized to hold and supervise
the investment of the assets of the pension fund, subject to the provisions
of the laws of the commonwealth and of this plan and any amendment
thereto.
B.
The pension fund shall be used to pay benefits as
provided in the plan and to pay the expenses of administering the
plan (unless paid by the employer).
C.
The pension fund will consist of all funds held by
the employer under the plan, including contributions made pursuant
to the provisions hereof and the investments, reinvestments and proceeds
thereof. The pension fund shall be held, managed and administered
pursuant to the terms of the plan. Except as otherwise expressly provided
in the plan, the employer has exclusive authority and discretion to
manage and control the pension fund assets. The employer may, however,
appoint a trustee, custodian and/or investment manager at its sole
discretion. Neither the employer nor any of its delegates or appointees
shall be liable in any manner for any insufficiency in the pension
fund; benefits are payable only from the pension fund and only to
the extent that there are moneys available therein.
With respect to the pension fund, the employer
shall have the following powers, rights and duties, in addition to
those vested in it elsewhere in the plan or by law, unless such duties
are delegated:
A.
To retain in cash so much of the pension fund as it
deems advisable and to deposit any cash so retained in any bank or
similar financial institution (including any such institution which
may be appointed to serve as trustee hereunder) without liability
for interest thereon.
B.
To invest and reinvest the principal and income of
the pension fund and keep said fund invested, without distinction
between principal and income, in securities which are at the time
legal investments for fiduciaries under the Pennsylvania Fiduciaries
Investment Act or as the same may be subsequently modified or amended.
C.
To sell property held in the fund at either public
or private sale for cash or on credit at such times as it may deem
appropriate; to exchange such property; to grant options for the purchase
or exchange thereof.
D.
To consent to and participate in any plan of reorganization,
consolidation, merger, extension or other similar plan affecting property
held in the fund; to consent to any contract, lease, mortgage, purchase,
sale or other action by any corporation pursuant to any such plan.
E.
To exercise all conversion and subscription rights
pertaining to property held in the fund.
F.
To exercise all voting rights with respect to property
held in the fund and in connection therewith to grant proxies, discretionary
or otherwise.
G.
To place money at any time in a deposit bank deemed
to be appropriate for the purposes of this plan no matter where situated,
including, in those cases where a bank has appointed to serve as trustee
hereunder, the savings department of its own commercial bank.
H.
In addition to the foregoing powers, the employer
shall also have all the powers, rights and privileges conferred upon
trustees by the Pennsylvania Fiduciaries Investment Act, or as the
same may be subsequently modified or amended, and the power to do
all acts, take all proceedings and execute all rights and privileges,
although not specifically mentioned herein, as the employer may deem
necessary to administer the pension fund.
I.
To maintain and invest the assets of this plan on
a collective and commingled basis with the assets of other pension
plans maintained by the employer, provided that the assets of each
respective plan shall be accounted for and administered separately.
J.
To invest the assets of the pension fund in any collective
commingled trust fund maintained by a bank or trust company, including
any bank or trust company which may act as a trustee hereunder. In
this connection, the commingling of the assets of this plan with assets
of other eligible, participating plans through such a medium is hereby
specifically authorized. Any assets of the plan which may be so added
to such collective trusts shall be subject to all of the provisions
of the applicable declaration of trust, as amended from time to time,
which declaration, if required by its terms or by applicable law,
is hereby adopted as part of the plan, to the extent of the participation
in such collective or commingled trust fund by the plan.
K.
To make any payment or distribution required or advisable
to carry out the provisions of the plan, provided that if a trustee
is appointed by the employer, such trustee shall make such distribution
only at the direction of the employer.
L.
To compromise, contest, arbitrate, enforce or abandon
claims and demands with respect to the plan.
M.
To retain any funds or property subject to any dispute
without liability for the payment of interest thereon, and to decline
to make payment or delivery thereof until final adjudication is made
by a court of competent jurisdiction.
N.
To pay and to deduct from and charge against the pension
fund any taxes which may be imposed thereon, whether with respect
to the income, property or transfer thereof or upon or with respect
to the interest of any person therein which the fund is required to
pay; to contest, in its discretion, the validity or amount of any
tax, assessment, claim or demand which may be levied or made against
or in respect of the pension fund, the income, property or transfer
thereof or in any matter or thing connected therewith.
O.
To appoint any persons or firms (including but not
limited to accountants, investment advisors, counsel, actuaries, physicians,
appraisers, consultants, professional plan administrators and other
specialists) or otherwise act to secure specialized advice or assistance,
as it deems necessary or desirable in connection with the management
and operation of the fund; to the extent not prohibited by applicable
law, the employer shall be entitled to rely conclusively upon and
shall be fully protected in any action or omission taken by it in
good faith reliance upon the advice or opinion of such persons or
firms, provided that such persons or firms were prudently chosen by
the employer, taking into account the interests of the participants
and beneficiaries and with due regard to the ability of the persons
or firms to perform their assigned functions. Except as otherwise
required by applicable law, no appointee or delegate of the employer
shall be liable for any loss or depreciation in value of the pension
fund or any adverse effect upon the exempt status of the pension fund
under the Code resulting from actions taken in accordance with the
employer's affirmative direction or from the failure or refusal of
the employer to give any required approval, nor shall the appointee
or delegate be obliged to review any action taken on the direction
of the employer.
P.
To retain the services of one or more persons or firms
for the management of (including the power to acquire and dispose
of) all or any part of the fund assets, provided that each of such
persons or firms is registered as an investment advisor under the
Investment Advisors Act of 1940, is a bank (as defined in that Act)
or is an insurance company qualified to manage, acquire or dispose
of pension trust assets under the laws of more than one state; in
such event, the employer shall follow the directions of such investment
manager or managers with respect to the acquisition and disposition
of fund assets, but shall not be liable for the acts or omissions
of such investment manager or managers, nor shall it be under any
obligation to review or otherwise manage any fund assets which are
subject to the management of such investment manager or managers.
If the employer appoints a trustee, the trustee shall not be permitted
to retain such an investment manager except with the express written
consent of the employer.
An individual or entity appointed by the employer pursuant to § 23-49O shall be entitled to such reasonable compensation as shall from time to time be agreed upon by the employer and the appointee, unless such compensation is prohibited by law. Such compensation, and all expenses reasonably incurred by the appointee in carrying out his functions, shall constitute a charge upon the employer or the pension fund, which may be executed at any time after 30 days' written notice to the employer.
If a trustee is appointed, the pension fund
shall be evaluated annually or at more frequent intervals by the trustee
and a written accounting rendered as of each fiscal year end of the
pension fund and as of the effective date of any removal or resignation
of the trustee and such additional dates as requested by the employer,
showing the condition of the pension fund and all receipts, disbursements
and other transactions effected by the trustee during the period covered
by the accounting, based on fair market values prevailing as of such
date.
All determinations as to the value of the assets
of the pension fund and as to the amount of the liabilities thereof
shall be made by the employer, whose decisions shall be final and
conclusive and binding on all parties hereto, the participants and
beneficiaries and their estates. In making any such determination,
the employer shall be entitled to seek and rely upon the opinion of
or any information furnished by brokers, appraisers, actuaries and
other experts and shall also be entitled to rely upon reports as to
sales and quotations, both on security exchanges and otherwise as
contained in newspapers and in financial publications.
No insurance company which may issue a contract
with respect to this plan shall be required to take or permit any
action contrary to the provisions of such contract, nor shall the
insurance company be required to question any action duly authorized
by the employer. The insurance company shall not be deemed to be a
party to this plan, nor shall it be responsible for the validity of
this plan.
