[Ord. No. 1014, 6/8/2020]
1. 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 of Pennsylvania and of this plan and any
amendment thereto.
2. The pension fund shall be used to pay benefits as provided in the
plan and, to the extent not paid directly by the employer, to pay
the expenses of administering the plan pursuant to authorization by
the employer.
3. The employer intends the plan to be permanent and for the exclusive
benefit of its employees. It expects to make the contributions to
the pension fund required under the plan. The employer shall not 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 monies available therein.
4. 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, reinvestment 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.
[Ord. No. 1014, 6/8/2020]
1. 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), and shall include the right to hold
funds on a temporary basis in accounts or investments that do not
bear interest.
B. To invest and reinvest the principal and income of the 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 been 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 of the powers, rights, and privileges conferred by law and shall
be subject to the responsibilities and obligations thereof. The employer
shall have 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 or to invest
in a group contract or other funding arrangement. 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 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 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.
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 nor 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.
(1)
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.
[Ord. No. 1014, 6/8/2020]
The employer shall not be required to make separate investments
for individual participants or to maintain separate investments for
each participant's account but may invest contributions and any profits
or gains therefrom in common investments.
[Ord. No. 1014, 6/8/2020]
If a trustee is appointed, the trustee shall be entitled to
such reasonable compensation as shall from time to time be agreed
upon by the employer and the trustee, unless such compensation is
prohibited by law. Such compensation, and all expenses reasonably
incurred by the trustee 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. The employer
shall be under no obligation to pay such costs and expenses, and,
in the event of its failure to do so, the trustee shall be entitled
to pay the same, or to reimburse themselves for the payment thereof,
from the pension fund.
[Ord. No. 1014, 6/8/2020]
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 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 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.
[Ord. No. 1014, 6/8/2020]
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 or its appointed trustee, 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 or trustee shall be entitled to seek and rely upon the
opinion of or any information furnished by brokers, appraisers 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.