(A) The administration of the Plan shall be the responsibility of the Committee. In addition, the Committee and each member thereof shall be named fiduciaries of the Plan. In performing their duties, all fiduciaries with respect to the Plan shall act solely in the interest of the participants, former participants and their beneficiaries. The Committee shall initially have a membership of three members, all of whom shall be appointed and removed in the sole discretion of the Suburban Bus Division of the Regional Transportation Authority. Upon the effective date of the Metropolitan Commuter Railroad Division of the Regional Transportation Authority becoming a participating employer, the membership of the Committee shall be increased by one and such additional member shall be appointed and removed in the sole discretion of said Metropolitan Commuter Railroad Division. The membership of the Committee shall also be expanded by one for each other participating employer which joins the Plan after the effective date of this amendment and restatement and such new Committee member shall be appointed and removed in the sole discretion of such new participating employer.
(B) The Committee shall act by majority vote either at a meeting or in writing; provided, however, that a member shall be disqualified from acting upon any matters affecting only himself or herself.
(C) The Committee shall keep such written records as it shall deem necessary or proper.
(D) The Committee may direct the Trustee to create and administer such subfunds as the Committee deems appropriate to carry out the purposes of this Plan. Any such subfund shall be segregated from other trust fund assets and shall be credited with all income and profits and shall be charged with all losses applicable to the investment assets held in such subfund and may be charged with any administrative expenses which the Committee deems reasonably allocable to such subfund. The Committee may direct the Trustee to maintain within any such subfund whatever cash or other reserve funds the Committee deems appropriate. Participants and former participants shall be allowed to designate among which subfunds they want their contributions made pursuant to § 31.026(B), accounts and participant accounts invested. Such designations shall be in multiples of 5% and may be changed as of the first day of each quarter of the calendar year (January 1, April 1, July 1 and October 1), provided that the participant or former participant submits to the Committee at least 15 days in advance a written investment election form.
(E) The Committee shall possess the authority to appoint and remove the Trustee. Except as otherwise provided herein, the Trustee shall have the exclusive authority and discretion to invest and reinvest the trust fund in property of any kind real or personal except life insurance policies, including the power to acquire and dispose of all or any of the assets of the trust subject to such guidelines developed by the Committee.
(F) (1) The Committee and the Trustee shall possess certain specified powers, duties, responsibilities and obligations under the Plan and the trust. It is intended under this Plan and the trust that each be responsible solely for the proper exercise of its own functions and that each shall not be responsible for any act or failure to act of another, unless otherwise responsible as a breach of its fiduciary duty or for breach of duty by another fiduciary under the rules of co-fiduciary responsibility.
(2) In general:
(a) The Committee is responsible for administering the Plan, for adopting such rules and regulations as in the opinion of the Committee are necessary or advisable to administer the Plan and to transact its business and for appointing and removing the Trustee. Except as otherwise directed by the Committee pursuant to paragraph (K) below, the Committee shall also be responsible for selecting the investments or investment vehicles for the trust fund; and
(b) The Trustee is responsible for the holding, management and control of the trust fund, subject to rules established by the Committee.
(G) In furtherance of its duties and responsibilities under the Plan, the Committee may:
(1) Employ agents to carry out nonfiduciary responsibilities; and
(2) Consult with counsel, who may be of counsel to a participating employer.
(H) The expenses of administering the Plan and the compensation of all employees, agents or counsel of the Committee or Trustee and the Trustee’s fees shall be paid from the trust fund unless paid by the participating employers, with such payments determined and allocated among the trust fund and participating employers in such manner as the Committee may prescribe. A Committee member or Trustee who is also an employee of a participating employer shall serve without compensation.
(I) The Committee shall establish a reasonable claims procedure.
(J) One or more banks or trust companies may be designated by the Committee as Trustee of the trust fund.
(K) (1) The Committee may appoint one or more investment managers (an “Investment Manager”) each of whom is either:
(a) Registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940, being 15 U.S.C. § 80b-1 et seq.;
(b) A bank as defined in that Act; or
(c) An insurance company qualified to perform such services under the laws of more than one state, to manage all or any part of the trust fund.
(2) Each Investment Manager shall be a fiduciary under the trust and shall acknowledge that he or she is such a fiduciary in a writing delivered to the Committee and Trustee. Each Investment Manager shall have exclusive authority and responsibility for investment of the assets of the trust fund which it is retained to manage and shall have the power, without prior consultation with the Trustee, to manage, acquire or dispose of any trust fund asset which it has been retained to manage, and to direct the Trustee with respect to the acquisition, retention, disposition or management of such assets.
(Ord. MET 88-24, passed 6-10-1988; Ord. MET 89-2, passed 1-13-1989)