APPENDICES 
 
APPENDICES 

A) BY-LAWS 

B) INVESTMENT GUIDELINES 

C) 2002 MEMORANDUM OF UNDERSTANDING 

D) 2014 MEMORANDUM OF UNDERSTANDING 

E) CONFLICTS OF INTEREST POLICY STATEMENT 

F) CONFIDENTIALITY POLICY STATEMENT 

G) PROXY VOTING POLICY 

H) AUDIT COMMITTEE CHARTER 

I) ADMINISTRATIVE COMMITTEE CHARTER 

J) CHIEF INVESTMENT OFFICER AND CHIEF FINANCIAL AND OPERATING 

OFFICER CERTIFICATION LETTERS 

K) RAILROAD RETIREMENT BOARD CERTIFICATION LETTER TO TREASURY 

AND TREASURY FEDERAL REGISTER NOTICE ON 2017 TAX RATE 

L) NOTICE TO THE RAILROAD RETIREMENT BOARD AND ACCEPTANCE OF 

NEW TRUSTEES 

M) BIOGRAPHICAL INFORMATION ON TRUSTEES AND STAFF 
 

 

 APPENDIX A
 










 

 

 

 

APPENDIX B
 
N IT 
 

National Railroad Retirement Investment Trust 

INVESTMENT GUIDELINES 

The National Railroad Retirement Investment Trust (the "Trust" or "NRRIT") was 

established, effective February 1, 2002, pursuant to Section 150) of the Railroad Retirement Act 

of 1974, as amended by Public Law 107-90, the Railroad Retirement and Survivors' 

Improvement Act of 200 1 (the "Act"). The Act was amended subsequently by Public Law 108­

203, the Social Security Protection Act of2004, to make certain technical corrections to the 2001 

legislation creating the Trust. The Trust's sole purpose is to invest the assets of the railroad 

retirement system for the Railroad Retirement Board. Domiciled in Washington, D.C., the Trust 

is a tax-exempt entity (pursuant to Section 50 1 (c)(28) of the Internal Revenue Code) and is not 

an agency or instrumentality of the United States federal government. 

The Trust is governed by a Board of seven Trustees (the "Board of Trustees") -- three 

selected by railroad carriers, three selected by railroad labor unions, and an independent Trustee 

selected by the other six Trustees. The Act sets forth fiduciary standards for the Trustees and 

directs them to discharge their duties solely in the interest of the Railroad Retirement Board (an 

agency of the United States federal government) and, through it, the participants and 

beneficiaries of the programs funded under the Railroad Retirement Act. 

The Board of Trustees has adopted the following Mission Statement to guide the work of 

the Board and its investment staff: 

The mission of the National Railroad Retirement Investment Trust is to help 

secure the retirement benefits of all participants of the railroad retirement system. 

Through the diligent oversight and prudent investment of railroad retirement 

assets, and an adherence to the highest ethical and professional standards within 

the industry, NRRIT's trustees and investment professionals contribute to the 

financial security of rail workers, retirees, and their families, and the strength of 

the American rail industry. 

The Trust is authorized by the Act to diversify the investment of the assets of the railroad 

retirement system through the use of multiple asset classes as is customary for defined benefit 

plans of other U.S. industries. Section 150) of the Act directs the Board of Trustees to adopt 

Investment Guidelines which must be approved by a unanimous vote of the Trustees. The Act 

authorizes the Board of Trustees to invest the assets of the Trust in a manner consistent with such 

Investment Guidelines. The Trustees are required by the Act to diversify the Trust's 

investments "so as to minimize the risk of large losses and to avoid disproportionate influence 

over a particular industry or firm, unless under the circumstances it is clearly prudent not to do 

so." In accordance with these statutory directives, the Board of Trustees has adopted these 

Investment Guidelines. 
I. Investment Objectives 

The Trust's primary investment objectives are to establish a portfolio that will achieve a 

long-term rate-of-return on assets sufficient to enhance the financial strength of the railroad 

retirement system and to do so in a diversified manner that mirumizes the risk of large losses. 

Achievement of these objectives will facilitate the payment of benefits under the Act by the 

Railroad Retirement Board and the United States Treasury. To further these objectives, the Trust 

has established the asset allocation policy set forth in these Investment Guidelines and will seek 

to obtain returns that are in the aggregate greater than the returns of the strategic policy 

benchmark set forth below. In addition, the Trust shall take such other steps as may be 

appropriate to effectively manage investment risk and volatility. 

II. A. Asset Allocation PoJicy and Strategic Policy Benchmark 

In 2002, the Trustees retained an independent investment advisory firm to conduct a 

comprehensive asset allocation study for the purpose of analyzing asset allocation strategies for 

the Trust. The study analyzed the long-term expected return, risk, and return correlation of 

various asset classes, as well as the expected return and risk of various portfolios of these asset 

classes. In 2004, 2006, 2008, 2011, and 2014, the Trust took steps to review and update its asset 

allocation with new analysis performed by the Trust's investment staff with the use of analytic 

resources provided by independent investment advisory firms. As a result of these reviews, the 

Board of Trustees periodically has refined the Trust's asset allocation policy and strategic policy 

benchmark. 

2 
 
The Trust's overall asset allocation (target allocation and policy range) and strategic 

policy benchmark to govern the investment of assets managed by the Trust are set forth below. 

Asset Class 

Policy 

Benchmark 

Target 

Allocation % 

Policy 

Range % 

US Equity Russell 3000 22 17-27 

Non-US Equity MSCI ACWI Ex-US IMI-$Net 22 17-27 

Private Equity 2/3 Russell 3000 + 113 MSCI 

ACWI Ex-US IMI-$Net + 300 bp 10 5-15 

Global Equity 54% 'I 

45-63% 

US Fixed Income Barclays US Universal 13 9-17 

Non-US Fixed Income Barclays Global Aggregate exUSD 7 4-10 

Global Fixed Income , 20% 14-26% 

Real Estate 

NCREIF Property Index 8 2-15 

Custom REITI 2 (combined)

Commodities Bloomberg Commodity Index 5 2-8 

Global Real Assets 15% 8-22% 

Absolute Return NRRlT Public Markets Composite 10 5-15 

Cash BofA ML 91 Day T-bill 1 0-3 

Other 11% 5-18 

TOTAL FUND 100% 

'NRRlT's Custom RElT benchmark is 1/3 "FTSE NAREIT Equity REIT index" and 2/3 "FTSE EPRNNAREIT Developed Index - Net Return to 

US Investors." 

The Trust maintains an Investment Plan developed by the investment staff and approved 

by the Board of Trustees, which is updated periodically. I The Investment Plan sets forth the 

strategy to implement the asset allocation policy for each asset class and its provisions must be 

consistent with the requirements of these Investment Guidelines. As set forth in the Investment 

Plan, certain asset classes may include proposed allocations to " specialist managers" who have 

investment strategies with attributes similar to Absolute Return asset class investments (~, use 

of leverage, ability to take significant short positions, illiquidity, and/or the presence of 

IThe most recent update of the Investment Plan was approved on August 19,2014. 

3 

significant incentive fees). The aggregate assets held by managers with these attributes shall be 
 

subject to an overall limitation calculated as follows: 
 

The sum of the: 
 

(i) assets held in the Absolute Return asset class; and 

(ii) assets held by specialist managers in other asset classes with absolute return-type 

attributes, other than managers in the Private Equity and Real Estate asset classes; 

shall not exceed 15% of the overall assets in the Trust portfolio. 

This limitation shall be a "new investment" limitation calculated by the Board at the time of a 

proposed investment covered by this limitation, and shall not require remedial action with 

respect to existing investments previously made consistent with the limitation. 

The asset allocation policy contains certain asset classes that are relatively illiquid in 

nature and may not otherwise be suitable for interim investment in index-type investment 

vehicles to obtain the market exposure contemplated by the asset allocation policy. As a result, 

investments in these asset classes are funded over an extended period of time. To accurately 

reflect the interim investment of funds earmarked for these more complex asset classes, the Trust 

maintains an internal version of its target allocation and policy ranges to properly track the 

interim retention of such funds within other asset classes at any given point in time. The interim 

version of the target allocation and policy ranges is updated at the start of each fiscal year. 

Rebalancing decisions made pursuant to subsection B of this section II are to be made with 

reference to these interim target allocations and policy ranges. 

B. Asset Allocation Rebalancing Rules 

1. Mandatory Rebalancing Requirements 

a. If, at the end of any calendar quarter, the proportion of Trust assets invested in 

any asset class, other than private equity, private real estate, or absolute return, (as 

calculated by the Trust's custodian bank) is above the upper or below the lower 

limits of the policy range for such asset class, as prescribed above, the Trust is 

required by its Board of Trustees to rebalance assets by transferring assets to or 

from such asset class from or to one or more other asset classes ("Mandatory 

Rebalancing"). Mandatory Rebalancing shall be implemented by the trust's 

investment staff. Mandatory Rebalancing will be required if either the upper or 

lower limits for the policy range of a particular asset class (~, US Equity) or the 

upper or lower limits for the policy range of a global class ~, Global Equity) 

have been exceeded. 

b. When a Mandatory Rebalancing of an asset class is required, the Trust's 

investment staff shall rebalance the asset class to a point that is within 50% of the 

midpoint of the target allocation within the policy range (~, where the target 

allocation is 26% and the policy range is 21 % - 31 %, the rebalance must reset the 

asset class to a point between 23.5% and 28.5%). 

4 
 
c. In implementing and transferring assets from or to an existing investment as 

part of a Mandatory Rebalancing, the Trust's investment staff shall not increase 

the position in any particular investment by more than 100% or reduce a position 

by more than 50% (~, if the value of a particular investment at the time of the 

Mandatory Rebalancing is 80, it can not be increased to more than 160, or 

reduced below 40 as a result of the rebalancing). 

d. Mandatory Rebalancing will be initiated promptly in the first month following 

receipt of a quarterly notice from the Trust's custodian bank that one or more asset 

classes are above the upper or below the lower policy range limits prescribed 

above. Rebalancing must be completed promptly and in a cost effective manner. 

e. If the Trust's investment staff concludes that a Mandatory Rebalancing is not 

deemed advisable, consent of the Board of Trustees will be required to supersede 

the requirements ofthis subsection B.1. 

2. Non-mandatory Rebalancing Authority 

a. The Trust's investment staff shall regularly monitor the positioning of each 

asset class within its policy range and make such recommendations to the 

Trustees as are appropriate with respect to the advisability ofrebalancing asset 

classes that are nearing, but have not exceeded, the high or low points of their 

policy ranges. 

b. In addition, the Trust may initiate a rebalancing (each such rebalancing, a "Nonmandatory Rebalancing") in situations where with respect to any asset class other 

than private equity, private real estate or absolute return, such a rebalancing: 

(i) moves the asset class closer to the approved policy target for an asset class 

(or subcategory of an asset class where subcategories are set forth in the Trust's 

Investment Plan); (ii) involves the transfer of less than one percent (1 %) of Trustmanaged assets; and (iii) transfers assets only to mandates of investment 

managers that have been previously approved by the Trustees. Any Non-mandatory 

Rebalancing shall be initiated and implemented by the Trust's investment staff. 

c. In transferring assets from or to an existing investment as part of a Nonmandatory Rebalancing, the Trust's investment staff shall not increase the position 

in any particular investment by more than 100% or reduce a position by more than 

50% (~, if the value of a particular investment at the time of the rebalancing is 

80, it can not be increased to more than 160, or reduced below 40 as a result of the 

rebalancing). 

d. Where a Non-mandatory Rebalancing is undertaken, the Trust's investment 

staff shall report the specifics of such rebalancing to the Trustees promptly after 

such rebalancing has been completed. After a Non-mandatory Rebalancing has 

been completed, no subsequent Non-mandatory Rebalancing can be 

undertaken that would have the effect, when combined with the immediately 

proceeding Non-mandatory Rebalancing, of transferring more than one percent 

5 
 
(1 %) of Trust assets, or increasing the position in any particular investment by 

more than lOO% or reducing a position by more than 50%, unless the subsequent 

Non-mandatory Rebalancing occurs at least two days after the notification to the 

Trustees of the prior Non-mandatory Rebalancing. 

e. In evaluating how best to liquidate assets to fund periodic transfers to the 

United States Treasury required by Section l5(k) of the Act for the payment of 

benefits, the Trust shall take into consideration the asset classes that are at the 

high end of their respective policy ranges, relative cash positions of the Trust's 

investment managers, and other relevant factors. 

III. Selection of Investment Managers 

Pursuant to Section 150) of the Act, the Board of Trustees shall retain independent 

investment managers to invest the assets of the Trust consistent with these Investment 

Guidelines. A separate agreement between the Trust and each individual investment manager 

will document the specific responsibilities, limitations, and compensation arrangements of each 

investment manager. Each investment manager will have full discretion, within the parameters 

of that manager's Investment Management Agreement with the Trust, to (i) select securities and 

properties for investment, (ii) determine the timing of and execute transactions, and (iii) act in 

accordance with the Trust's Proxy Voting Policy Statement. 

IV. Other Investment Requirements and Limitations 

A. 	 No more than lO% of the Trust's assets may be invested by any individual investment 

manager (including any of its affiliates). This limitation shall not apply to assets 

invested by an investment manager retained to invest assets in index accounts. 

B. 	 Trust assets shall not be invested either directly, or through private equity investment 

entities, in securities of publicly traded corporations whose primary business is the 

operation ofNorth American railroads. This limitation shall not apply to securities 

that are purchased as part of a market index account or market exchange traded fund, 

pooled or conuningled fund, or separate account, where an investment manager 

selects the underlying securities of the portfolio and the Trust is not in a position to 

control investment or securities selection. 

c. 	 In making investments on behalf of the Trust, an investment manager is authorized to 

utilize leverage (including by the use of derivative instruments to the extent permitted 

by paragraph D below) in the manager's investment strategy only to the extent 

delineated by the Trust in the investment manager's Investment Management 

Agreement with the Trust; provided, however, that the use of such leverage shall not 

6 
 
directly or indirectly expose the Trust to a risk of financial loss that exceeds the dollar 

amount of the Trust's investment with the investment manager in question. 

D. 	 Subject to the limitations of the immediately preceding paragraph C, and only to the 

extent delineated by the Trust in an Investment Management Agreement with an 

investment manager, derivative instruments may be used by an investment manager 

as a means of hedging and risk control, for arbitrage, to create market exposures, or 

to manage country and asset allocation exposures. In these situations, an investment 

manager may use derivatives when they are the most effective means of achieving the 

investment objective. 

1. 	 Where appropriate, an investment manager may use derivative instruments for the 

following reasons: 

a. 	 Hedging and risk control. To the extent that a portfolio is exposed to clearly 

defined risks and there are derivative instruments that can be used to reduce 

those risks, an investment manager may use such derivative instruments for 

the purpose of hedging such risks, including cross-hedging of currency 

exposures. 

b. 	 Arbitrage. An investment manager may use derivative instruments to 

facilitate the simultaneous purchase and sale of securities for the purpose of 

taking advantage of a pricing disparity. 

c. 	 Creation ofmarket exposures. An investment manager may use derivative 

instruments to replicate the risk/return profile of an asset or asset class 

provided that the Investment Management Agreement for such investment 

manager allows for such exposures to be created with the underlying assets 

themsel ves. 

d. 	 Management ofcountry and asset allocation exposure. An investment 

manager whose portfolio mandate permits tactically changing the exposure of 

the portfolio to different countries and/or asset classes may use derivative 

instruments for this purpose. 

2. 	 Derivative instruments may not be used in the following ways: 

a. 	 Derivative instruments may not be used to invest in asset classes, securities, 

currencies, indices, or any other financial vehicle unless such exposures 

would be allowed by a portfolio's investment guidelines if created with nonderivative instruments. 

b. 	 Derivative instruments may not be used to magnify overall portfolio 

exposure to an asset, asset class, interest rate, or any other financial vehicle 

beyond that which would be allowed by a portfolio's investment guidelines if 

created with non-derivative instruments. 

7 
 
c. 	 Derivative instruments may not be used to increase the portfolio risk above 

that which could be experienced by using permitted physical securities. 

d. 	 An investment manager may not use borrowed funds to finance the use of 

any derivative instrument. 

E. 	 In order to diversify the Trust's counterparty credit risk, and to limit the Trust's credit 

exposure to anyone counterparty, the Trust's investment managers shall establish 

limits for each of their trading counterparties based upon both the credit rating of the 

counterparty and the relative level of risk associated with each existing and proposed 

transaction. These limits shall satisfY such standards as may be established by the 

Trust from time-to-time. 

F. 	 All investments shall be made in accordance with the Trust's Conflict oflnterest 

Policy. 

V. Voting of Proxies 

All proxies shall be voted solely in the interest of plan participants and beneficiaries as 

outlined in the Trust's Proxy Voting Policy Statement. 

VI. Periodic Review and Amendment 

The Board of Trustees shall review these Investment Guidelines on a regular basis. Any 

material changes approved by the Board of Trustees will be communicated to the Trust's 

investment managers. 

8 
 
Revised, approved and adopted by the undersigned Trustees at Washington, D.C. on 

August 19, 2014. 

George J. r sco, 

National Conference of Firemen and Oilers,SEIU 

ecutive Vice President Law & Corporate 

Relations 

Norfolk Southern Co oration 

r asurer 


Union Pacific Corporation 


Joe Special ~-= Assistant to the President and 

International Vice President 

Transportation Communications International 

Union 

I lam Ul 

Independent Trustee 

ncent 


Assistaht Vice President Tax 


Burlington Northern Santa Fe, LLC 


William C. Walpert 

National Secretary Treas er 

Brotherhood of Locomotive Engineers and 

Trainmen 

9 

 

 

 

APPENDIX C
 


















 

 APPENDIX D 




 

 APPENDIX E
 
CONFLICTS OF INTEREST
 

Policy Statement of the

National Railroad Retirement Investment Trust
 

Statement of policy 

The policy of the National Railroad Retirement Investment Trust (the "Trust") with respect to 

conflicts of interest requires that the Trustees and all employees (hereinafter "NRRIT personnel") 

avoid any conflict or appearance of conflict between their personal interests and the interest of 

the Trust in dealing with all entities or individuals doing or seeking to do business with the Trust. 

Underlying these standards is the fundamental proposition that all NRRIT personnel must

discharge their duties solely in the interest of the Railroad Retirement Board and through it, the

participants and beneficiaries of the programs funded under the Railroad Retirement Act of 1974, 

as amended. 

Personal finances 

NRRIT personnel shall not, without the consent of the Board of Trustees, hold or acquire a 

financial interest in any enterprise which to the knowledge of the individual has any business 

relationship with the Trust, or is seeking to establish such business relationship. A financial 

interest shall not include securities in a publicly traded company held directly or indirectly, 

provided that such interest is less than one percent (1%) of the outstanding shares of such 

company or debt of such company. 

Outside activities 

NRRIT personnel shall not hold any position with any other enterprise, the existence of which 

would conflict or might reasonably be supposed to conflict with the individual’s performance of 

his or her duties or responsibilities to the Trust without full and complete disclosure thereof to 

the Board of Trustees. 

NRRIT personnel shall not negotiate employment with any person or entity that is doing 

business or seeking to do business with the Trust without full and complete disclosure thereof to 

the Board of Trustees. 

Inside information 

NRRIT personnel shall maintain the confidentiality of all information related to deliberations and 

decisions, including but not limited to investment decisions, of the Trust and shall not use such 

information for personal profit or allow it to be used for personal profit of others. 

Gratuities 

NRRIT personnel, or members of their families, shall not accept gifts from any person, firm or 

corporation doing business or seeking to do business with the Trust, of such a nature or in such a 

circumstance that a reasonable person could infer that the acceptance of such gifts might unduly 

influence the individual in the performance of his or her duties. In deciding whether to accept 

any gift from such person, firm or corporation, NRRIT personnel, or members of their families 

should exercise proper judgment and as a general rule, should not accept any gift with a fair 

market value in excess of $100. 
 

 

NRRIT personnel, or members of their families, may accept entertainment-related services (e.g., 

food or beverages, invitations to attend a sporting event or participate in a sporting activity) 

where they are (a) reasonable in scope, (b) associated with a bona fide business meeting or 

conference, and (c) provided to others as a normal part of doing business in the industry or 

profession. Moreover, consistent with policies established by the SEC and NASD for investment 

managers, entertainment-related services may be accepted by NRRIT personnel or members of 

their families only when a representative of the host accompanies such individuals to the event. 

If no representative of the host is present at the event, such services are regarded as gifts and 

subject to the gift policies above. 

Notwithstanding the terms of the preceding two paragraphs, NRRIT personnel, or members of 

their families shall not accept money or any other thing of value in connection with any 

investment made by or for the Trust, nor shall any such person have any pecuniary interest in 

such investment. 

Disclosure 

Whenever a NRRIT personnel becomes aware of a conflict of interest, or has any question as to 

any activity, interest, or relationship which could be construed as a conflict of interest, such

individual shall promptly report the circumstances to the Board of Trustees. 

All NRRIT personnel shall annually sign a statement affirming that such person has: 

a. received a copy of this conflict of interest policy, 

b. read and understands this policy, and 

c. agreed to comply with its terms. 

As approved and adopted in amended form by the Board of Trustees on January 16, 2013. This 

Policy Statement was originally approved and adopted by the Board on July 19, 2002. 

2
 
 

 APPENDIX F
 
CONFIDENTIALITY
 

Policy Statement of the

National Railroad Retirement Investment Trust
 

Statement of general policy 

The Board of Trustees (the “Board”) of the National Railroad Retirement Investment Trust (the 

“Trust”) recognizes the sensitivity of all deliberations related to investment decision making, 

particularly in a Trust of this size and unique statutory structure. As such, the Board has 

adopted a policy that requires that the Trustees, Trust Advisors, and all Trust employees 

(hereinafter "NRRIT personnel"), as well as any investment advisor, manager, or custodian 

retained by the Trust, maintain the confidentiality of all information related to investment 

deliberations and decisions and other operations of the Trust. 

The Trustees also recognize their statutory obligation to discharge their duties solely in the 

interest of the Railroad Retirement Board and through it, the participants and beneficiaries of the 

programs funded under the Railroad Retirement Act of 1974. As such, the Trust shall respond to 

any inquiry of the Railroad Retirement Board with respect to investment activities of the Trust, 

but shall do so in a manner so as to maintain the confidentiality of such information, under such 

terms and conditions as may be developed by Trust counsel and the General Counsel of the 

Railroad Retirement Board. Any request for confidential information from any other agency or 

instrumentality of the Federal Government shall be considered by the Trustees on a case-by-case 

basis and in consultation with the Railroad Retirement Board. 

Confidential information 

All information relating to Trust business, including Trustee investment and business 

deliberations, internal staff deliberations, Board and Committee meeting book materials and 

meeting minutes, Trust investment plans, manuals and memoranda, internal investment analyses, 

meeting summaries or notes, and all other similar work papers should be treated as confidential 

by NRRIT personnel, unless (1) release of such information is required to carry out a direction 

from the Board, (2) is otherwise authorized by the Board or the Chief Investment Officer, or (3) 

is included in summary or aggregate form in annual reports that are required pursuant to the Act, 

or any other applicable Federal law. 

Continuing Obligation to Preserve Confidentiality 

All confidential information of the Trust is the sole and exclusive property of the Trust, and the 

obligation to preserve such confidentiality shall continue for former NRRIT personnel after their 

professional affiliation with the Trust ends. 

Annual Affirmation 

All NRRIT personnel annually shall sign a statement affirming that such person has: 
 

a. received a copy of this confidentiality policy, 

b. read and understands this policy, and 

c. agreed to comply with its terms. 

Approved by the Board of Trustees on January 27, 2005. 

2
 
 

 APPENDIX G
 
 

 

NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 


PROXY VOTING POLICY STATEMENT 


I. PURPOSE 


The purpose of the National Railroad Retirement Investment Trust’s (“NRRIT” or the 

“Trust”) Proxy Voting Policy Statement is to provide investment managers and the Railroad 

Retirement Board (the “RRB”) with written documentation of the requirements for the voting of 

proxies for assets held in NRRIT’s accounts. 

Section 15(j)(5)(A) of the Railroad Retirement Act of 1974 (the “Act”), as amended by 

NRRIT’s enabling legislation, the Railroad Retirement and Survivors’ Improvement Act of 

2001, sets forth the fiduciary duties of NRRIT’s Board of Trustees. Specifically, the Trustees are 

required to discharge their duties with respect to Trust assets, including the voting of proxies, 

“solely in the interest” of the RRB, and through it, the participants and beneficiaries of the 

programs funded through the Trust. Although the Trust is not subject to ERISA, the general 

prudence standard set forth in the Act is based upon the general fiduciary standards imposed by 

ERISA. 

II. RESPONSIBILITIES OF INVESTMENT MANAGERS

 Independent investment managers retained by the Trust pursuant to Section 15(j)(4)(B) of 

the Act will be fiduciaries of the Trust, and as such they will be required to exercise the same 

duties of loyalty and care in managing Trust assets. Where the Trust delegates management 

authority with respect to specified Trust assets to an investment manager, such investment 

manager will have exclusive authority to vote all proxies related to the Trust securities under its 

control unless such authority is expressly limited in the investment manager’s contract with the 

Trust. Prudent investment management includes the voting of proxies consistent with the 

investment manager’s own proxy voting guidelines and solely in the interest of the participants 

and beneficiaries of the Railroad Retirement system. 

Each investment manager retained by the Trust will agree to fulfill the following 

responsibilities: 

A. Each investment manager will be obligated to vote all proxies on securities held by 

such manager in the Trust’s portfolios. 

B.	 Each investment manager will be expected to carefully examine all proxy issues. The 

decision with respect to the proxy vote must be made on a case by case basis, 

prudently and solely in the interest of the participants and beneficiaries of the 

Railroad Retirement System. 

C. Each investment manager must adopt and implement written policies and procedures 

that are reasonably designed to ensure that proxies with respect to Trust assets will be 

voted in the best interest of the participants and beneficiaries of the Railroad 

Retirement System. The manager must provide to the Trust: (i) a copy of its proxy 
 

 

voting guidelines, and (ii) a summary of its procedures for recording proxy votes and 

reporting them to the Trust. 

D. Decisions with respect to proxy voting may be delegated by the investment manager 

to an independent third party advisory firm, provided however that such advisory firm 

must exercise its judgment in a manner that it is consistent with this Proxy Voting 

Policy Statement and with the proxy voting policy of the investment manager. 

E. Each investment manager must accurately record its proxy votes for each Trust 

security held and the basis for such votes. The votes may be tallied by general 

category. These records must be made available to the Trust upon its request. 

F.	 Each investment manager must provide to the Trust on a quarterly basis: 

1)	 Written certification that all proxies with respect to Trust securities have been 

voted solely in the interest of the participants and beneficiaries of the Railroad 

Retirement system; 

2)	 Written certification that neither the officers of the investment management firm 

nor their personnel have been unduly influenced by outside sources regarding the 

voting of any proxy; 

3)	 In cases where a conflict of interest has been identified, written certification that 

adequate measures were taken to ensure that such conflict did not affect any 

proxy vote and documentation explaining the nature of such conflict; and 

4) Adequate documentation to report all proxy votes with respect to Trust securities 

cast by the investment manager and, for all non-routine matters, the basis for such 

votes. 

III. COORDINATION WITH CUSTODIANS 

The investment manager will have the responsibility of ensuring that all proxies with 

respect to Trust securities are voted, and will coordinate as necessary with the custodians of the 

Trust's assets to see that this responsibility is carried out. 

Should the investment manager not receive proxy solicitation materials on a timely basis 

from the custodian, which could prevent normal handling of the materials and timely voting from 

taking place, the investment manager may designate the custodian as its agent to vote the proxy 

in question. Under these circumstances, the investment manager will not be relieved of its 

fiduciary responsibility for the voting of proxies; therefore, the investment manager must provide 

the custodian with specific voting instructions. 

IV. RESPONSIBILITIES OF THE TRUST 

Consistent with its fiduciary duties as they relate to the voting of proxies, the Trust assumes 

the following responsibilities: 

2 
 

 

A. As part of its due diligence review of prospective investment managers and its 

ongoing oversight of current managers, the Trust's investment staff will review each 

investment manager’s policies and procedures with respect to proxy voting to ensure 

that they are in compliance with this Proxy Voting Policy Statement. 

B.	 Upon receipt of the documentation submitted quarterly by the investment managers, 

the Trust's investment staff will review and report to the Board of Trustees regarding 

each investment manager's proxy voting record with respect to Trust securities. 

C. The Board of Trustees shall annually review the report of the Trust's investment staff 

with respect to proxy voting of Trust securities. 

D. The Trust reserves the right to modify or rescind the proxy voting authority delegated 

to an investment manager at any time. 

V. DOCUMENTATION 

This Proxy Voting Policy Statement will be (i) attached to the Trust’s Investment 

Guidelines, and (ii) incorporated by reference into each investment management agreement 

entered into by the Trust. 

Revised and Approved by the Board on March 29, 2011 

3 
 

 APPENDIX H
 
 

National Railroad Retirement Investment Trust 

Audit Committee Charter
 

It shall be the duty of the Audit Committee to: 

1.	 Retain an independent auditor pursuant to an engagement and fee letter approved by 

the Committee to perform the annual audit of the Trust, review the results of such 

audit and all other reports received from the auditor. In selecting an auditor the 

Committee shall take into consideration the auditing firm’s particular expertise with 

institutions that manage complex investment portfolios. 

2.	 Hold periodic meetings with the auditor to discuss any and all matters brought to 

the attention of the Committee by the auditor. Require that the auditor not 

undertake any non-audit consulting assignment for the Trust without the prior 

approval of the Audit Committee. 

3.	 Require that the auditor promptly disclose the results of any examination or 

inspection made by the Public Company Accounting Oversight Board, the 

Securities and Exchange Commission, and any other governmental or other 

regulatory body related to independence, audit quality, or any other significant 

matters. 

4.	 Review annual financial certification prepared by CIO and Chief Financial and 

Operating Officer affirming the completeness and accuracy of the Trust’s statement 

of financial position and the integrity of the Trust’s internal control structure and 

procedures for financial reporting. 

5.	 Review and provide a recommendation to the Board with respect to draft Annual 

Management Report prepared for transmittal to Congress as required by The 

Railroad Retirement Act of 1974 (the “Act”). 

6.	 Manage the Trust’s program of periodic internal audits, including coordination and 

consultation with the Railroad Retirement Board with respect to such reviews. 

7.	 Oversee the Trust’s conflicts-of-interest and confidentiality policies to ensure that 

the Trustees, its employees and agents comply with duties and responsibilities 

specified in the Railroad Retirement Act, and fiduciary responsibilities arising 

under the Act or other applicable law. 

8.	 Establish and maintain a secure process for receiving, retaining and handling named 

or anonymous complaints or “whistleblower” submissions related to action of any 

Trustee, Trust employee or Trust agent that might constitute fraud or result in an 
inaccurate or incomplete recording of the Trust’s financial or accounting 

information. 

9.	 Oversee the Trust’s federal and District of Columbia tax filings including the 

annual filing of its Form 990 information return and any required Form 990T 

income tax return that might be applicable with respect to a fiscal year. 

10. Oversee the staff’s compliance with the Trust’s obligations under its 

Memorandum of Understanding (MOU) with the federal government entities that 

are parties to the MOU and assess the appropriateness of any proposed changes in 

those obligations that might arise from time-to-time. 

11. Undertake an annual self-assessment to ensure that the Committee is meeting the 

responsibilities set forth in this Resolution. This self-assessment shall include as an 

appendix a report prepared by the Chief Financial and Operating Officer on the 

operation of all material internal accounting and audit systems 

As revised and approved by the Board on December 2, 2015 

4837-9265-1016, v. 2 

2
 
 

 APPENDIX I 
National Railroad Retirement Investment Trust 

Administrative Committee Charter 

It shall be the duty of the Administrative Committee to: 

1.	 In General: Establish and oversee all matters related to the administrative functioning of 

NRRIT, including the development of its annual budget and policies to govern staff 

compensation, employee benefits, receipt of gifts, and travel reimbursement. 

2.	 Annual Budget: Review the annual budget prepared by the Chief Executive Officer/Chief 

Investment Officer (CEO/CIO) and the Senior Operating Officer (SOO) prior to its 

submission to the Board for review at the first Board meeting of each fiscal year. 

3.	 Base Compensation and Annual Bonus: Make recommendations to the Board regarding the 

criteria to be used annually to set base compensation and annual bonuses, taking into 

consideration the need to recruit and retain qualified investment professionals in a 

competitive environment, but also recognizing the unique public-private nature of NRRIT. 

4.	 Deferred Compensation Plan: Periodically review the Trust's deferred compensation plan for 

senior staff and make recommendations to the Board regarding prospective changes as may 

be appropriate, taking into consideration the need to recruit and retain qualified investment 

professionals in a competitive environment, but also recognizing the unique public-private 

nature of NRRIT. 

5.	 Employee Benefits: Make recommendations to the Board regarding the creation and 

operation of cost effective plans to provide such employee benefits as may be determined 

by the Committee to be necessary and appropriate, and using outside consultants to the 

extent necessary, review the adequacy and appropriateness of such plans on a periodic 

basis. These may include health insurance; life insurance; disability insurance; annual, 

medical or other types of paid or unpaid leave; severance; defined contribution plans; etc. 

6.	 Tax Filing: Oversee the preparation and filing of those sections of the Trust’s annual Form 

990 information return that relate to compensation matters. 

7.	 Compensation Comparability: Make recommendations to the Board regarding appropriate 

peer bench marks to assess NRRIT compensation practices for comparable positions of 

responsibility, employ outside consultants as necessary, and use independent survey data to 

review annually the compensation and benefit practices of peer pension and investment 

entities to assess the appropriateness of NRRIT compensation practices and peer 

benchmarks. 
 

8.	 Training, Advancement and Succession: Coordinate with the CEO/CIO with respect to the 

development of appropriate education and training opportunities for staff, and review staff 

advancement and succession planning periodically with the CEO/CIO. 

9.	 Trustee Expenses: Establish a policy to govern Trustee expense reimbursement and require 

the Committee Chair to review all reimbursement requests submitted pursuant to this 

policy. 

10.	 Gift and Travel Policies: Establish and monitor policies to govern staff receipt of gifts and 

travel reimbursements that are consistent with the NRRIT Conflict of Interest Policy 

Statement. 

11.	 Retention of Legal Counsel: Recommend to the Board for approval the retention of legal 

counsel as necessary to (i) advise the Board on all matters relating to the Board’s 

responsibilities, (ii) oversee investment matters approved by the Board, and (iii) provide 

counsel on such other matters as may be deemed necessary by the Board. 

12.	 Legal Compliance: Review processes recommended by counsel to ensure that all 

compensation and benefit programs (including any deferred compensation program 

structured to meet Internal Revenue Service rules) are structured to be compliant with 

federal and other applicable laws. 

13.	 Administrative Operations: Oversee NRRIT administrative operations and review annually 

a report prepared by the SOO on the operation and cost of systems to manage payroll, 

employee benefits, occupancy costs, insurance, information technology, and commercial 

banking services (other than those of the Trust custodian). 

14.	 Self Assessment: Undertake an annual self assessment to ensure that the Committee is 

meeting the responsibilities set forth in this Resolution. This self assessment shall include 

as an appendix the annual operations report prepared by the SOO referenced in the 

preceding paragraph. 

As approved by the Board on May 22, 2013 

4839-3009-4869, v. 3 

2
 
 

 APPENDIX J
 
Chief Investment Officer’s Certification 

of the National Railroad Retirement Investment Trust’s 

Process of Financial Reporting And 

System of Internal Controls 

I, William J. Carr, III, Chief Investment Officer of the National Railroad Retirement Investment 

Trust (“NRRIT”), certify that: 

(1) I have reviewed the Annual Management Report for Fiscal Year 2016, prepared 

pursuant to Section 105 of Public Law 107-90, the Railroad Retirement and 

Survivor’s Improvement Act of 2001. 

(2) Based on my knowledge, this Annual Management Report does not contain any 

untrue statement of material fact or omit to state a material fact necessary to make 

the statements made, in light of the circumstances under which the statements were 

made, not misleading with respect to the period covered by this Annual Management 

Report. 

(3) Based on my knowledge, the financial statements and other financial information 

included as part of this Annual Management Report fairly present in all material 

respects the financial position, results of operations and cash flows of NRRIT as of 

and for the year ended September 30, 2016. 

(4) NRRIT’s other certifying officer, the Chief Financial and Operating Officer, and I 

are responsible for establishing and maintaining effective disclosure controls and 

procedures for NRRIT and have: 

a. designed such disclosure controls and procedures to ensure that material 

information relating to NRRIT is made known to us by others within 

NRRIT, particularly during the period in which this Annual Management 

Report was prepared; 

b. evaluated the effectiveness of NRRIT’s disclosure controls and procedures as 

of September 30, 2016, (the “Evaluation Date”); and 

c. presented in this Annual Management Report our conclusions about the 

effectiveness of the disclosure controls and procedures based upon our 

evaluation as of the Evaluation Date. 

(5) NRRIT’s other certifying officer and I have disclosed, based upon our most recent 

evaluation, to NRRIT’s auditor and the NRRIT Audit Committee: 

a. all significant deficiencies in the design or operation of internal controls 

which could adversely affect NRRIT’s ability to record, process, summarize, 

and report financial data and have identified for NRRIT’s auditor any 

material weaknesses in internal controls; and 

Chief Financial and Operating Officer’s Certification 

of the National Railroad Retirement Investment Trust’s 

Process of Financial Reporting And 

System of Internal Controls 

I, Neil E. Kotras, Chief Financial and Operating Officer of the National Railroad Retirement 

Investment Trust (“NRRIT”), certify that: 

(1) I have reviewed the Annual Management Report for Fiscal Year 2016, prepared 

pursuant to Section 105 of Public Law 107-90, the Railroad Retirement and 

Survivor’s Improvement Act of 2001. 

(2) Based on my knowledge, this Annual Management Report does not contain any 

untrue statement of material fact or omit to state a material fact necessary to make 

the statements made, in light of the circumstances under which the statements were 

made, not misleading with respect to the period covered by this Annual Management 

Report. 

(3) Based on my knowledge, the financial statements and other financial information 

included as part of this Annual Management Report fairly present in all material 

respects the financial position, results of operations and cash flows of NRRIT as of 

and for the year ended September 30, 2016. 

(4) NRRIT’s other certifying officer, the Chief Investment Officer, and I are responsible 

for establishing and maintaining effective disclosure controls and procedures for 

NRRIT and have: 

a. designed such disclosure controls and procedures to ensure that material 

information relating to NRRIT is made known to us by others within 

NRRIT, particularly during the period in which this Annual Management 

Report was prepared; 

b. evaluated the effectiveness of NRRIT’s disclosure controls and procedures as 

of September 30, 2016, (the “Evaluation Date”); and 

c. presented in this Annual Management Report our conclusions about the 

effectiveness of the disclosure controls and procedures based upon our 

evaluation as of the Evaluation Date. 

(5) NRRIT’s other certifying officer and I have disclosed, based upon our most recent 

evaluation, to NRRIT’s auditor and the NRRIT Audit Committee: 

a. all significant deficiencies in the design or operation of internal controls 

which could adversely affect NRRIT’s ability to record, process, summarize, 

and report financial data and have identified for NRRIT’s auditor any 

material weaknesses in internal controls; and 

 

 APPENDIX K
 


asabaliauskas on DSK3SPTVN1PROD with NOTICES

Federal Register / Vol. 81, No. 229 / Tuesday, November 29, 2016 / Notices 86071 

disadvantaged businesses). The 

Secretary selects from applications 

advanced by the Senior Review team for 

designations. 

DESIGNATION NOTICE: The Secretary will 

announce designations by posting a list 

of USDOT Automated Vehicle Proving 

Grounds at www.transportation.gov/. 

The Department anticipates that the 

selection of the initial USDOT 

Automated Vehicle Proving Grounds 

will be completed during the first 

quarter of calendar year 2017. The 

Department may make additional 

designations on an annual basis or as 

deemed appropriate. 

DESIGNATION AGENCY CONTACTS: For 

further information concerning this 

notice, please contact the Department 

via email at automation@dot.gov, or call 

Christopher Hillers at 202–366–5421. 

OTHER INFORMATION: All information 

submitted as part of or in support of any 

application shall use publicly available 

data or data that can be made public and 

methodologies that are accepted by 

industry practice and standards, to the 

extent possible. If the application 

includes information you consider to be 

a trade secret or confidential 

commercial or financial information, the 

applicant should do the following: (1) 

Note on the front cover that the 

submission ‘‘Contains Confidential 

Business Information (CBI)’’; (2) mark 

each affected page ‘‘CBI’’; and (3) 

highlight or otherwise denote the CBI 

portions. DOT protects such information 

from disclosure to the extent allowed 

under applicable law. In the event DOT 

receives a Freedom of Information Act 

(FOIA) request for the information, DOT 

will follow the procedures described in 

its FOIA regulations at 49 CFR 7.17. 

Only information that is ultimately 

determined to be confidential under that 

procedure will be exempt from 

disclosure under FOIA. 

Issued in Washington, DC, on November 

22, 2016. 

Anthony R. Foxx, 

Secretary of Transportation. 

[FR Doc. 2016–28619 Filed 11–28–16; 8:45 am] 

BILLING CODE 4910–9X–P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

Publication of the Tier 2 Tax Rates 

AGENCY: Internal Revenue Service (IRS), 


Treasury. 


ACTION: Notice. 


SUMMARY: Publication of the tier 2 tax 

rates for calendar year 2017 as required 

by section 3241(d) of the Internal 

Revenue Code (26 U.S.C. 3241). Tier 2 

taxes on railroad employees, employers, 

and employee representatives are one 

source of funding for benefits under the 

Railroad Retirement Act. 

DATES: The tier 2 tax rates for calendar 

year 2017 apply to compensation paid 

in calendar year 2017. 

FOR FURTHER INFORMATION CONTACT: 

Kathleen Edmondson, 

CC:TEGE:EOEG:ET1, Internal Revenue 

Service, 1111 Constitution Avenue NW., 

Washington, DC 20224, Telephone 

Number (202) 317–6798 (not a toll-free 

number). 

Tier 2 Tax Rates: The tier 2 tax rate 

for 2017 under section 3201(b) on 

employees is 4.9 percent of 

compensation. The tier 2 tax rate for 

2017 under section 3221(b) on 

employers is 13.1 percent of 

compensation. The tier 2 tax rate for 

2017 under section 3211(b) on employee 

representatives is 13.1 percent of 

compensation. 

Dated: November 22, 2016. 

Victoria A. Judson, 

Associate Chief Counsel (Tax Exempt and 

Government Entities). 

[FR Doc. 2016–28747 Filed 11–28–16; 8:45 am] 

BILLING CODE 4830–01–P 

DEPARTMENT OF THE TREASURY 

Open Meeting of the Advisory 

Committee on Risk-Sharing 

Mechanisms 

AGENCY: Departmental Offices, U.S. 

Department of the Treasury. 

ACTION: Notice of Open Meeting. 

SUMMARY: This notice announces that 

the Department of the Treasury’s 

Advisory Committee on Risk-Sharing 

Mechanisms (‘‘Committee’’) will 

convene a meeting on Thursday, 

December 15, 2016, in Room 4121, 1500 

Pennsylvania Avenue NW., Washington, 

DC 20220, from 1:30–4:30 p.m. Eastern 

Time. The meeting is open to the public, 

and the site is accessible to individuals 

with disabilities. 

DATES: The meeting will be held on 

Thursday, December 15, 2016, from 

1:30–4:30 p.m. Eastern Time. 

ADDRESSES: The Advisory Committee on 

Risk-Sharing Mechanisms meeting will 

be held in Room 4121, Department of 

the Treasury, 1500 Pennsylvania 

Avenue NW., Washington, DC 20220. 

The meeting will be open to the public, 

and will be held in a secured facility. 

Members of the public who plan to 

attend the meeting must either: 

1. Register online. Attendees may visit 

http://www.cvent.com/d/dvqdsy?ct= 

6128d144-9ad5-45f5-910cc7b44560aae0&RefID=TRIA+General+ 

Registration and fill out a secure online 

registration form. A valid email address 

will be required to complete online 

registration. 

Note: Online registration will close at 5:00 

p.m. Eastern Time on Thursday, December 8, 

2016. 

2. Contact the Federal Insurance 

Office (FIO), at (202) 622–3220, by 5:00 

p.m. Eastern Time on Thursday, 

December 8, 2016, and provide 

registration information. 

Requests for reasonable 

accommodations under Section 504 of 

the Rehabilitation Act should be 

directed to Mariam G. Harvey, Office of 

Civil Rights and Diversity, Department 

of the Treasury at (202) 622–0316, or 

mariam.harvey@do.treas.gov. 

FOR FURTHER INFORMATION CONTACT: 

Lindsey Baldwin, Senior Policy Analyst, 

FIO, Room 1410, Department of the 

Treasury, 1500 Pennsylvania Avenue 

NW., Washington, DC 20220, at (202) 

622–3220 (this is not a toll-free 

number). Persons who have difficulty 

hearing or speaking may access this 

number via TTY by calling the toll-free 

Federal Relay Service at (800) 877–8339. 

SUPPLEMENTARY INFORMATION: Notice of 

this meeting is provided in accordance 

with the Federal Advisory Committee 

Act, 5 U.S.C. App. II 10(a)(2), through 

implementing regulations at 41 CFR 

102–3.150. 

Public Comment: Members of the 

public wishing to comment on the 

business of the Advisory Committee on 

Risk-Sharing Mechanisms are invited to 

submit written statements by any of the 

following methods: 

Electronic Statements 

• Send electronic comments to 

ACRSM@treasury.gov. 

Paper Statements 

• Send paper statements in triplicate 

to the Advisory Committee on RiskSharing Mechanisms, Room 1410, 

Department of the Treasury, 1500 

Pennsylvania Avenue NW., Washington, 

DC 20220. 

In general, the Department of the 

Treasury will post all statements on its 

Web site www.treasury.gov/initiatives/ 

fio without change, including any 

business or personal information 

provided such as names, addresses, 

email addresses, or telephone numbers. 

The Department of the Treasury will 

also make such statements available for 

public inspection and copying in the 

Department of the Treasury’s Library, 
 

 APPENDIX L
 
NRRIT National Railroad Retirement Investment Trust 

2001 K Street, NW. Suite 1100. Washington, DC 20006 

Phone: 202.589.0l00 Fax: 202.589.0200 

February 1,2016 

The Honorable Steven J. Anthony 

Management Member 

U.S. Railroad Retirement Board 

844 N. Rush Street 

Chicago, IL 60611 

The Honorable Walter Barrows 

Labor Member 

U.S. Railroad Retirement Board 

844 N. Rush Street 

Chicago, IL 60611 

Re: 	 Board ofTrustees - Transition 

Dear Messrs. Anthony and Barrows: 

On behalf ofthe Board ofTrustees ofthe National Railroad Retirement 

Investment Trust, I am writing to report the following developments: 

1. 	 The term ofMr. James A. Hixon as Trustee expired on January 31, 2016. 

2. 	 Mr. William C. Walpert, National Secretary-Treasurer Emeritus ofthe 

Brotherhood ofLocomotive Engineers and Trainmen (BLEn, has been appointed 

to serve a new term on the Board pursuant to Section 1S(j)(3)(A)(ii)(1) ofthe 

Railroad Retirement Act of 1974 (the "Acf') as amended by Public Law 107-90, 

the Railroad Retirement and Survivors' Improvement Act of2001. Mr. Walpert's 

new term commences on February 1,2016 and will expire on January 31,2019. 

In accepting his appointment, Mr. Walpert has agreed to discharge his duties with 

respect to the assets ofthe Trust solely in the interests ofthe Railroad Retirement 

Board and, through it, the participants and beneficiaries ofthe programs funded 

under the Railroad Retirement Act. Enclosed for your reference is a copy ofthe 

Acceptance by Trustee by which Mr. Walpert formally accepted his appointment 

to the Board. 
3. 	 Ms. Mary Sanders Jones, Vice President and Treasurer, Union Pacific 

Corporation, has been appointed to serve on the Board pursuant to Section 

15(j)(3)(A)(ii)(1I) ofthe Railroad Retirement Act of 1974 (the "Act") as amended 

by Public Law 107-90, the Railroad Retirement and Survivors' Improvement Act 

of2001. Ms. Jones's tenn commences on February 1, 2016 and will expire on 

January 31, 2019. In accepting her appointment, Ms. Jones has agreed to 

discharge her duties with respect to the assets ofthe Trust solely in the interests of 

the Railroad Retirement Board and, through it, the participants and beneficiaries 

ofthe programs funded under the Railroad Retirement Act. Enclosed for your 

reference is a copy ofthe Acceptance by Trustee by which Ms. Jones fonnally 

accepted her appointment to the Board. 

We look forward to continued cooperation with you in maintaining the strength of 

the railroad retirement system. for the benefit ofrail workers ~and their families, rail 

retirees, and the rail industry as a whole. 

Sincerely, 

~~:.. William F. Quinn .... 

Chair 

Enclosures 
ACCEPTANCE BY TRUSTEE 

OF THE NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 

The National Railroad Retirement Investment Trust (the "Trust") was established, 

effective February 1,2002, pursuant to Section 150) ofthe Railroad Retirement Act of 1974 (the 

"Act"), as most recently amended by Public Law 107-90, the Railroad Retirement and Survivors' 

Act of200 1 (the "2001 Act"). Pursuant to the Act, a Board ofTrustees (the "Board") is to be 

established to assume fiduciary responsibility for the operation ofthe Trust. 

Pursuant to Section 150)(3)(A)(ii) ofthe Act, the undersigned individual has been 

appointed as a trustee (the "Trustee") ofthe Trust, byeither: (a) the joint recommendation of 

labor organizations, national in scope, organized in accordance with section 2 ofthe Railway 

Labor Act and representing at least 2/3 of all active employees represented by such national 

labor organizations covered under the Act; (b) carriers as defined in section 1 ofthe Railway 

Labor Act employing at least 2/3 of all active employees covered under the Act; or (c) a majority 

ofthe other 6 members ofthe Board ofTrustees. 

The undersigned Trustee has reviewed Section 150) ofthe Act as well as a copy ofthe 

Bylaws ofthe Trust. The Trustee understands the duties and responsibilities ofserving on the 

Board, including his fiduciary obligations to the Trust. Specifically, under the Act, each Trustee 

is required to discharge his fiduciary duties solely in the interest ofthe Railroad Retirement 

Board, and through it, the participants and beneficiaries ofthe programs funded under the Act, (i) 

for the exclusive purpose ofproviding benefits to participants and beneficiaries and defraying 

reasonable plan expenses, (ii) with the care, skill, prudence and diligence under the 

circumstances then prevailing that a prudent person in a like capacity and familiar with such 

matters would use in the conduct of an enterprise ofa like character and with like aims 

(including, by diversifying investments), and (iii) in accordance with the Trust's governing 

documents. 

In addition, the undersigned recognizes that the Act imposes conflict ofinterest 

restrictions intended to prevent the Trustees from (i) dealing with the assets ofthe Trust in their 

own interests, (ii) acting in any transaction involving the assets ofthe Trust on behalf of a party 

whose interests are adverse to the interests ofthe Trust, and (iii) receiving any consideration for 

their own personal account from any party dealing with the assets ofthe Trust. 

Understanding all ofthe foregoing duties and responsibilities ofthis position, the 

undersigned individual hereby agrees to serve as a Trustee ofthe Trust, effective February 1, 

2016. 
ACCEPTANCE BY TRUSTEE 
 

OF THE NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 
 

The National Railroad Retirement Investment Trust (the !lTrust!l) was established, 

effective February 1,2002, pursuant to Section 150) ofthe Railroad Retirement Act of 1974 (the 

!lAct"), as most recently amended by Public Law 107-90, the Railroad Retirement and Survivors' 

Act of2001 (the "2001 Act"). Pursuant to the Act, a Board ofTrustees (the "Board!l) is to be 

established to assume fiduciary responsibility for the operation ofthe Trust. 

Pursuant to Section 150)(3)(A)(ii) ofthe Act, the undersigned individual has been 

appointed as a trustee (the "Trustee") ofthe Trust, by either: (a) the joint recommendation of 

labor organizations, national in scope, organized in accordance with section 2 ofthe Railway 

Labor Act and representing at least 2/3 of all active employees represented by such national 

labor organizations covered under the Act; (b) carriers as defined in section 1 ofthe Railway 

Labor Act employing at least 2/3 of all active employees covered under the Act; or ( c) a majority 

ofthe other 6 members ofthe Board ofTrustees. 

The undersigned Trustee has reviewed Section 150) ofthe Act as well as a copy ofthe 

Bylaws ofthe Trust. The Trustee understands the duties and responsibilities ofserving on the 

Board, including her fiduciary obligations to the Trust. Specifically, under the Act, each Trustee 

is required to discharge his or her fiduciary duties solely in the interest ofthe Railroad 

Retirement Board, and through it, the participaUts and beneficiaries ofthe programs funded 

under the Act, (i) for the exclusive purpose ofproviding beneJ;its to participants and beneficiaries 

and defraying reasonable plan expenses, (ii) with the care, skill, prudence and diligence under 

the circumstances then prevailing that a prudent person in a like capacity and familiar with such 

matters would use in the conduct of an enterprise of a like character and with like aims 

(including, by diversifYing investments), and (iii) in accordance with the Trust's governing 

documents. 

In addition, the undersigned recognizes that the Act imposes conflict ofinterest 

restrictions intended to prevent the Trustees from (i) dealing with the assets ofthe Trust in their 

own interests, (ii) acting in any transaction involving the assets ofthe Trust on behalfof a party 

whose interests are adverse to the interests ofthe Trust, and (iii) receiving any consideration for 

their own personal account from any party dealing with the assets ofthe Trust. 

Understanding all ofthe foregoing duties and responsibilities ofthis position, the 
 

undersigned individual hereby agrees to serve as a Trustee ofthe Trust, effective February 1, 
 

2016. 
 

MySd's[d&=LJones (j t~-~ 
 

 APPENDIX M
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 

BOARD OF TRUSTEES 

FEBRUARY 1, 2016 TO JANUARY 31, 2017 

BIOGRAPHICAL INFORMATION 

CHAIR: William F. Quinn was the chairman and founder of American Beacon 

Advisors, a $56 billion investment management firm responsible for managing the 

American Airlines pension funds as well as assets from external clients including the 

American Beacon mutual funds. Prior to his retirement from American Beacon on 

September 30, 2015, he had been with the firm and its predecessors, which was wholly 

owned by AMR Corporation until 2008, since 1974. Mr. Quinn was appointed to the 

Board of CSW Industrials, a publicly traded NASDAQ listed company, on October 1, 

2015, and formerly served on the boards of directors of three other public companies. 

He has served on several investment committees for non-profit endowments and has 

been a leader within the corporate pension community serving on several industry 

groups. He is a graduate of Fordham University and became a certified public 

accountant while working at Arthur Young & Co. Mr. Quinn has served on the Board 

since February 1, 2011. 

George J. Francisco, Jr. currently serves as President Emeritus of the National 

Conference of Firemen & Oilers, SEIU (NCFO). Previously, he served as President of 

the NCFO, from January 1998 until his retirement on December 31, 2010. As NCFO 

President, he had extensive experience serving as a trustee of a number of union 

pensions, 401(k) and health and welfare funds, including the Affiliates’ Officers and 

Employees Pension and the Supplemental Retirement Savings (401(k)) plans of the 1.5 

million-member SEIU, as well as the Firemen and Oilers National Pension and Welfare 

Plan. During his more than 35 years with NCFO, Mr. Francisco also served as the 

Conference Vice President, before becoming Conference Secretary-Treasurer in 1996. 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

He also served as Vice President of Local 32BJ, SEIU, representing more than 120,000 

members. Mr. Francisco holds a BS degree from the University of Dubuque. He has 

served on the Board since February 1, 2002. 

Mary S. Jones is Vice President and Treasurer of Union Pacific Corporation. In her 

position, Ms. Jones is responsible for corporate finance, investor relations, insurance, 

banking and cash management, and oversight of the company’s benefit plan 

investments. Ms. Jones joined Union Pacific Corporation in New York in 1980 as a 

Strategic Planning Associate. In 1982, she transferred to Union Pacific Resources in 

Denver, where she held various positions in financial management and analysis. She 

returned to Union Pacific Corporation in 1988, joining the controller’s department as 

Manager – Planning and Analysis, for trucking transportation. She became Assistant 

Vice President, Investor Relations in 1994, and was actively involved in the restructuring 

of the holding company. In 1998 she was promoted to Vice President – Investor 

Relations, the position she held before her promotion to Vice President and Treasurer. 

She holds a Bachelor of Arts degree from Carleton College and a Master's degree in 

Business Administration from Columbia University. Ms. Jones has served on the Board 

since June 1, 2010. 

Joel Parker served as Special Assistant to the President and National Vice President of 

the Transportation Communications International Union (TCU)/IAM until his retirement 

at the end of 2016. He was elected to the Vice President position in 1991, and 

reelected in 1995, 1999, 2004, 2009, and 2014. The Transportation Communications 

International Union is one of the oldest, largest, and most diversified unions in the 

transportation industry, tracing its representation of railroad workers back to 1899. 

Today, the union represents 46,000 active railroad workers and 13,000 retirees that are 

covered by the railroad retirement program. In 2005, TCU merged with the 

International Association of Machinists, which has approximately 700,000 active and 

retired members. Mr. Parker, who has 40 years of experience within the railroad 

industry, had been active in union leadership for 36 years of this period. At the TCU, 

2
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Parker had primary responsibility for collective bargaining, arbitration, and pension 

issues. In addition, Mr. Parker served as Trustee for the TCU 401(k) Plan, and 

previously served as Trustee for the Los Angeles County MTA pension plan and the Los 

Angeles County TCU Health and Welfare Plan. Mr. Parker was one of the primary 

negotiators in the labor-management agreement signed in January 2000 that led to the 

passage of the Railroad Retirement and Survivors’ Improvement Act of 2001. Mr. 

Parker has served on the Board since February 1, 2002. 

Richard G. Patsy is Assistant Vice President Pensions and Investments of CSX 

Corporation. He is responsible for the investment of the company’s $2.5 billion defined 

benefit pension plan, $2.0 billion 401(k) defined contribution plan, $1.3 billion operating 

fund and a $200 million captive insurance company portfolio. In addition, Mr. Patsy 

serves as Secretary of the Jacksonville Police and Firefighter Pension Fund Board of 

Trustees, with $1.6 billion in assets. Mr. Patsy has 25 years of investment experience, 

the last 20 of which have been with public and private pension plans. His areas of 

expertise include all aspects of investment management, specifically fixed income 

portfolio management and trading, asset allocation, and cash management. He also 

has earned the Chartered Financial Analyst (CFA) designation from the CFA Institute. 

Mr. Patsy is retired from the United States Navy (Reserve Component) as a Captain with 

over 30 years of service. He is a graduate of Penn State University and holds a Master’s 

in Business Administration from the State University of New York at Albany. Mr. Patsy 

has served on the Board since February 1, 2011. 

Alec Vincent is Assistant Vice President Fuel & BU-Ops Sourcing for BNSF Railway, 

with 26 years of experience in rail industry financial management positions. His current 

areas of responsibilities include procuring BNSF’s 1.4 billion gallon fuel supply, 

managing the associated logistics, and sourcing all equipment and service needs in 

support of BNSF’s Business Unit Operations. In addition, Mr. Vincent leads the Finance 

capital budget teams responsible for supporting BNSF’s $2 billion Positive Train Control 

project, its line expansion and Marketing projects, as well as various other capital 

3
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

intensive areas. Prior to assuming his current role, Mr. Vincent was Assistant Vice 

President Tax, responsible for various tax functional areas, including federal income tax 

compliance, state income tax compliance, and state and local sales, use and excise 

taxes. From 2008 – 2014, he served as Treasurer, heading up BNSF’s treasury function 

with responsibility for the execution of capital market transactions, corporate liquidity 

management, interest rate derivative hedging, equipment financing, developing cash 

management solutions, and compliance oversight of the company’s benefit plan 

investments. Mr. Vincent holds BA and MA degrees from the University of Kansas and a 

Master’s in Business Administration from Washburn University. Mr. Vincent has served 

on the Board since February 1, 2010. 

William C. Walpert is National Secretary-Treasurer Emeritus of the Brotherhood of 

Locomotive Engineers and Trainmen (BLET), a Division of the Rail Conference of the 

International Brotherhood of Teamsters. As the BLET’s National Secretary-Treasurer 

prior to January 1, 2015, he was in custody of all funds of the BLET and had supervision 

over the financial and record department personnel of the BLET. Since 2001, Mr. 

Walpert has served as a trustee for the BLET defined benefit retirement plan serving 

National Division employees; the Brotherhood of Locomotive Engineers’ (BLE) 401(k) 

retirement plan, a deferred compensation plan serving National Division and General 

Committee employees; and the BLE’s non-qualified deferred compensation plan serving 

National Division employees. Since 2004, he has served as Secretary of the BLET 

Disability and Welfare Benefit Trust Fund Administrative Trust. Previously, as General 

Secretary-Treasurer of the BLE, Mr. Walpert was in charge of the BLE Finance 

Committee that helped merge the BLE with the International Brotherhood of Teamsters. 

He first began working in the rail industry in 1973, and holds bachelors and masters 

degrees from Missouri State University. Mr. Walpert has served on the Board since 

October 19, 2011. 

4
 
NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST
 

BIOGRAPHICAL INFORMATION
 

INVESTMENT STAFF AS OF SEPTEMBER 30, 2016 

Senior Staff 

William J. Carr, III was named Chief Executive Officer/Chief Investment Officer of 

the Trust on April 12, 2016. Mr. Carr joined the Trust as Director of US Equity on May 

3, 2010. Prior to joining the Trust, Mr. Carr was Senior Investment Analyst at the 

District of Columbia Retirement Board for more than eight years where he covered 

multiple asset classes and advised the Board on numerous issues, including asset 

allocation and manager selection. Previously, Mr. Carr was Vice President and Portfolio 

Manager for an emerging markets private equity fund manager for over five years. Mr. 

Carr served as a Peace Corps Volunteer in Poland as an economic advisor from 1994 to 

1996. Mr. Carr’s other prior work experience includes corporate attorney for Miller, 

Nash, Wiener, Hager, & Carlsen, and auditor for Touche Ross. Mr. Carr earned the CFA 

designation in 2001. Mr. Carr holds a BBA degree in accounting from Millsaps College 

and a JD degree from the University of Virginia School of Law. 

David J. Locke On January 29, 2008, Mr. Locke was named Senior Managing Director 

– Investments. He joined the Trust on August 4, 2003 as Director of Private Equity, 

and was named Managing Director of Global Private Markets on October 1, 2006. Mr. 

Locke has more than 35 years of experience in financial analysis, including 23 years of 

experience in private equity investments. Prior to joining the Trust, Mr. Locke was a 

Principal with Prudential Investment Management, where he was responsible for 

Prudential’s private equity fund-of-funds investment team, handling the identification, 

selection and monitoring of fund investments. Previously, Mr. Locke was the Senior 

Investment Officer for Alternative Assets at the Los Angeles County Employees 

Retirement Association (LACERA) from 1993 until 2000; in that capacity he was 

5 
primarily responsible for LACERA’s private equity investment program. Mr. Locke holds 

a BS degree in finance from California State University and an MBA with honors from 

the Marshall School of Business at the University of Southern California. 

Neil E. Kotras was named Chief Financial Officer/Chief Operating Officer on October 2, 

2015. From April 25, 2006 to that date, Mr. Kotras served as the Trust’s Senior 

Accounting Officer. Effective August 17, 2016, Mr. Kotras also serves as Chief 

Compliance Officer of the Trust. Prior to joining the Trust, Mr. Kotras worked as 

Assistant Vice President as a member of the Investment Treasury group at T. Rowe 

Price Associates, where he was responsible for financial reporting and accounting policy 

for the firm’s mutual fund products. Also in this capacity, Mr. Kotras had oversight of 

the firm’s Financial Reporting Department. Previously, he was a manager in the audit 

practice of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP), where he 

was responsible for several large asset management engagements in the Baltimore/ 

Washington DC Metro area. Mr. Kotras is a Certified Public Accountant. Neil holds an 

undergraduate degree in accounting and economics from the Sellinger School of 

Business at Loyola University Maryland, and an MBA in finance from the Robert H. 

Smith School of Business at the University of Maryland. 

Other Staff Members (in alphabetical order) 

Annita Biondo is the Director of Operations. She joined the Trust as a Financial 

Analyst on October 1, 2007. Prior to joining the Trust, Ms. Biondo was a Tax 

Accountant with RSM McGladrey. Previously, she worked at General Motors and other 

fortune 500 companies in finance, accounting and human resources. She holds a BS 

degree from Indiana University of Pennsylvania and an MBA from Marymount 

University. 

George C. Brooke joined the Trust on September 12, 2016 and serves as the 

Investment Analyst for Private Equity. Prior to joining the Trust, he was a Senior Analyst 

6 
 

at Greenspring Associates, a $4.5 billion venture capital investment firm in Baltimore, 

Maryland, where he was responsible for the sourcing, due diligence and monitoring of 

the Firm’s fund, direct and secondary investments. Additionally, he provided marketing 

and investor relations services to the Firm and its portfolio companies to build brand 

awareness and raise capital. Mr. Brooke earned a BS degree in Accounting and Business 

Administration from Washington and Lee University. 

Rhett Butler joined the Trust on March 3, 2014 as an Investment Analyst for Absolute 

Return Investments. Prior to joining the Trust, Mr. Butler worked at T. Rowe Price 

Associates where he was responsible for providing investment research and analytical 

support for target-date and target-risk asset allocation portfolios. Mr. Butler earned a 

BA in economics from University of Maryland Baltimore County and is a CFA and CAIA 

charterholder. 

Xiaolu “Claire” Cui joined the Trust on February 16, 2014 as Investment Analyst for 

Public Markets, initially focusing on US Equity and currently on Non-US Equity. Prior to 

joining the Trust, she was a financial engineer at Fannie Mae where she was 

responsible for implementing financial models used in the securitization of mortgagebacked securities. Ms. Cui holds a BS degree from the McIntire School of Commerce at 

the University of Virginia and is a CFA charterholder. 

Liz Fisher was named as Director of Fixed Income on April 1, 2014. She joined the 

trust as Senior Investment Analyst – Real Assets on December 3, 2007 and transitioned 

to the public markets team in 2013. Prior to joining the Trust, Ms. Fisher was a Senior 

Investment Analyst with the State Retirement and Pension System of Maryland, where 

she was responsible for oversight of the System’s fixed income and real estate 

managers. In addition, from 1993 to 2005, she worked for Legg Mason Wood Walker, 

Inc., with the majority of her tenure as a credit analyst and strategist in the Fixed 

Income Capital Markets group. Ms. Fisher is a CFA charterholder and earned a BS 

degree in business at the University of Maryland. 

7 
 

J. Lodge Gillespie Jr joined the Trust on September 1, 2014 and serves as Director of 

Real Assets. Prior to joining the Trust, Mr. Gillespie was a Managing Director of Private 

Investments at The Investment Fund for Foundations (TIFF), where he managed a 

$725 million portfolio of private real estate and natural resource investments on behalf 

of TIFF’s non-profit foundation and endowment members. Mr. Gillespie previously 

spent three years with Standard & Poor’s. He earned his CFA designation in 2001. Mr. 

Gillespie received an AB degree from Colgate University and an MA degree from the 

University of Virginia. 

Pauline Jones joined the Trust as a temporary Administrative Assistant on July 28, 

2014. In May of 2015, Pauline was brought on as a full-time employee to continue her 

duties as an Administrative Assistant in the Operations Department. Prior to joining the 

trust, Ms. Jones worked for six years with Loewinger & Brand Real Estate Law firm in 

Washington, DC as the receptionist/time entry billing clerk. She received a certificate 

from Strive DC Inc. in Customer Service Training and a certificate in Fundamentals of 

Human Resources from Alison Advance Learning. 

Barry Kaplan is the Director of Absolute Return Investments. On April 2, 2007, Mr. 

Kaplan joined the Trust as a Senior Investment Analyst. Prior to joining the Trust, he 

worked for Nuveen Investments, where he was involved in the development and 

execution of product strategies in support of their closed-end fund business. 

Additionally, Mr. Kaplan worked as an Associate for Duff & Phelps, performing business 

and asset valuations. Preceding this role, he completed the Financial Leadership 

Program at AT&T, working in various business units including business development 

and mergers and acquisitions. He received an undergraduate degree from the 

University of Maryland and an MBA from the Kellogg School of Management at 

Northwestern University. Mr. Kaplan is a CFA charterholder. 

Corina Laufiso joined the Trust as the Office Manager on June 22, 2015. Prior to 

joining the Trust, Ms. Laufiso worked as a corporate trainer for Black Turtle Services, a 

8 
government contracted company that assisted in the facilitation of the ACA 

Marketplace, on the AT&T Corporate B2B Training Project as an associate trainer, and 

for the State of Utah as an Employment Counselor. Ms. Laufiso received a Bachelor of 

Science in English and Psychology from Weber State University. 

Courtney C. Macdonald was named Director of US Equity on May 18, 2016. Ms. 

Macdonald joined the Trust as an Investment Analyst, focused on Private Markets, on 

March 16, 2010. Prior to joining the Trust, she was a Senior Associate in the 

Investment Consulting Group at Cambridge Associates, working with endowments and 

foundations on asset allocation and manager selection. Ms. Macdonald received a BA in 

economics from Johns Hopkins University in 2005 and is a CFA charterholder. 

Kevin McCormack joined the Trust on December 10, 2007, as Director of Risk 

Management and was named as Director of Non-US Equity in September of 2008. Mr. 

McCormack has over 20 years of investment management experience. Prior to joining 

the Trust, he worked for BellSouth Corp. for ten years as Associate Director of 

Investments in the Trust Asset Management Group. Before joining BellSouth, he was 

at the Southern Company as Manager of Trust Finance and Investments. Mr. 

McCormack holds a BS degree with a concentration in finance from the University of 

Albany and an MBA degree from Emory University. Mr. McCormack is a CFA 

charterholder. 

Erik A. Murad joined the Trust on July 1, 2012, as an Investment Analyst focused on 

public markets. Mr. Murad was named Senior Investment Analyst on April 1, 

2016. Prior to joining the Trust, Mr. Murad worked as an Equity Analyst for the Mayer 

Fund while pursuing his graduate degree at the University of Maryland. Previously, he 

worked as a Financial Analyst for Oberthur Technologies. Mr. Murad received a BA 

degree in economics from the University of Virginia in 2008 and an MBA degree from 

the University of Maryland’s Smith School of Business in 2012. 

9 
 

Michael A. Reeves joined the Trust on September 1, 2004 as Senior Investment 

Advisor of Private Equity. On October 1, 2006, Mr. Reeves was named Director of 

Private Markets. Mr. Reeves joined the Trust from FleetBoston Financial Company 

where he was an Associate overseeing the bank’s private equity investments. 

Previously, he had worked with the State Street Corporation and other entities in the 

analysis and monitoring of private equity investments. Mr. Reeves earned a BS degree 

in finance from Western New England College and an MBA from the University of San 

Francisco. 

Patrick Rossi joined the Trust on November 19, 2015 as a Financial Analyst. Prior to 

joining the Trust, Mr. Rossi worked as a Treasury Analyst for LivingSocial where he was 

responsible for cash management and payment/banking operations. Previously, he 

worked at TD Bank managing branch operations. Mr. Rossi received a Bachelor of 

Science in Finance from State University of New York at Fredonia in 2009. 

Emily C. Weiss joined the Trust on June 16, 2015 as a Financial Analyst. Prior to 

joining the Trust, Ms. Weiss worked as a Senior Associate at CohnReznick LLP, 

completing tax and financial statement engagements in the firm’s Private Company 

Services group. Ms. Weiss earned BSBA and MS degrees in accounting from American 

University in 2011 and 2012, respectively, and was licensed as a CPA in 2013. 

Justin R. Wood joined the Trust on August 15, 2016 as an Investment Analyst 

covering Global Fixed Income. Prior to joining the Trust, Mr. Wood was an Investment 

Analyst for Financial Services Advisory, an investment advisory firm, where he was 

responsible for tracking current and potential investments for the firm’s clients, along 

with assisting in the trading of client accounts. Previously, Mr. Wood worked for Hays 

Advisory, an investment management firm, where he supported the firm’s investment 

committee as a Research Analyst and oversaw the firm’s performance reporting. Mr. 

Wood is a CFA charterholder and holds a BBA degree in finance from Belmont 

University, where he graduated summa cum laude. 

10 
NRRIT 

National Railroad Retirement Investment Trust 

2001 K Street, N.W. 


Suite 1100 


Washington, DC 20006