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 the extent not paid directly by the employer,
to pay the expenses of administering the plan pursuant to authorization
by the employer.
C.
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 moneys available therein.
D.
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.
With respect to the Pension Fund, the employer
shall have the following powers, rights and duties, in addition to
those invested 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 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; and 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
upon trustees by the Pennsylvania Fiduciaries 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
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.
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.
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.
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 its 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 be reimbursed for the payment thereof, from
the Pension Fund.
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.
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 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.
