APPENDICES 
APPENDICES 

A) BY-LAWS 

B) INVESTMENT GUIDELINES 

C) 2002 MEMORANDUM OF UNDERSTANDING 

D) 2014 MEMORANDUM OF UNDERSTANDING

E) 2018 MEMORANDUM OF UNDERSTANDING

F) CONFLICTS OF INTEREST POLICY STATEMENT

G) CONFIDENTIALITY POLICY STATEMENT

H) PROXY VOTING POLICY

I) AUDIT COMMITTEE CHARTER

J) ADMINISTRATIVE COMMITTEE CHARTER

K) CHIEF INVESTMENT OFFICER AND CHIEF FINANCIAL AND OPERATING 

OFFICER CERTIFICATION LETTERS 

L) RAILROAD RETIREMENT BOARD CERTIFICATION LETTER TO TREASURY 

AND TREASURY FEDERAL REGISTER NOTICE ON 2021 TAX RATE 

M) NOTICE TO THE RAILROAD RETIREMENT BOARD AND ACCEPTANCE OF 

NEW TRUSTEES 

N) BIOGRAPHICAL INFORMATION ON TRUSTEES AND STAFF 
 

 

 APPENDIX A
As Amended on August 17, 2017 

BYLAWS 

of 

THE NATIONAL RAILROAD RETIREMENT 

INVESTMENT TRUST 

A Trust Established Pursuant to 

The Railroad Retirement and Survivors' Improvement Act of 2001 

ARTICLE I 

Purposes 

 The National Railroad Retirement Investment Trust (hereinafter, the “Trust”) is 

organized exclusively for the purposes set forth in Section 105 of The Railroad 

Retirement and Survivors' Improvement Act of 2001 (the "Act"): to manage and invest 

the assets of the Trust. Section 105(a) of the Act provides for the establishment of a 

Board of Trustees (the “Board”) to operate the Trust and authorizes the Board to make 

rules to govern its operations, employ professional staff, and contract with outside 

advisors to provide legal, accounting, investment advisory or other services necessary for 

the proper administration of the Trust. Subject to the provisions of the Act, applicable 

laws of the District of Columbia and these Bylaws, the Trust may conduct any or all 

lawful affairs necessary to manage and invest its assets.
ARTICLE II 

Trustees 

Section 1. Powers. Subject to the provisions of the Act, applicable laws 

of the District of Columbia and these Bylaws, the activities and affairs of the Trust shall 

be conducted and all powers shall be exercised by or under the direction of the Board. 

The Board may delegate the management of specific activities of the Trust to any 

person(s) or committees, provided that the activities and affairs of the Trust shall be 

managed and all powers shall be exercised under the direction of the Board. Without 

prejudice to the aforementioned general powers, but subject to the same limitations, it is 

hereby expressly declared that the Board shall have the following powers in addition to 

the other powers enumerated in these Bylaws: 

(a) To select and remove the officers, agents, independent contractors, 

employees and advisors of the Trust (including, but not limited to, legal counsel, 

independent advisers, investment managers, custodial institutions and public accountants, 

as prescribed by the Act), prescribe powers and duties for them and, where appropriate, 

fix their compensation. 

(b) To conduct the affairs and activities of the Trust and to make such 

rules and regulations as the Board may deem appropriate for the proper administration of 

the Trust. 

(c) To borrow money and incur indebtedness for the purposes of the 

Trust, and to cause to be executed and delivered therefor, in the Trust's name, promissory 

notes, bonds, debentures, deeds of trust, mortgages, pledges or other evidences of debt 

and securities therefor. 
3 

(d) to acquire, by lease or by purchase, interests in real property in 

furtherance of the purposes of the Trust and to execute and deliver such agreements, 

indemnifications, undertakings, and other writings as may be required in connection 

therewith. 

Section 2. Number of Trustees, Selection and Term of Office. Seven 

(7) Trustees shall be selected, qualified and appointed to staggered terms, in accordance 

with the provisions of Section 105(a) of the Act. The six (6) Trustees who are selected 

by rail labor and management shall have the power to select the Independent Trustee. 

Terms of office shall commence on February 1 of each year. 

Section 3. Vacancies. Subject to the provisions of the Act, applicable 

laws of the District of Columbia and these Bylaws, any Trustee may resign, effective 

upon giving sixty days' written notice to the Board, or on such shorter notice as may be 

agreed between the Board and the resigning Trustee. Pursuant to Section 105(a) of the 

Act, a vacancy in the Board shall not affect the power of the Board and shall be filled in 

the same manner as the selection of the Trustee whose departure caused the vacancy. 

Each Trustee so selected shall hold office until the expiration of the term of the replaced 

Trustee and until a successor has been appointed. 

A vacancy or vacancies in the Board shall be deemed to exist in case of 

the death, resignation, or removal of any Trustee. The Board may declare vacant the 

office of a Trustee who has been declared of unsound mind by a final order of court, or 

convicted of a felony, or been found by a final order or judgment of any court to have 

breached any fiduciary duty arising under the Act or under any other applicable law 

governing the Trust. 
4 

Section 4. Compensation. The six (6) Trustees who are selected by rail 

labor and management shall have the power to fix the Independent Trustee’s 

compensation for services to the Trust. None of the six (6) Trustees who are selected by 

rail labor and management shall receive compensation from the Trust; provided, 

however, that any such Trustee who is not employed by either rail labor or management 

shall be entitled to receive reasonable compensation to be determined by the other 

Trustees. All Trustees shall be entitled to receive reimbursement for reasonable costs 

incurred in connection with their attendance at Board meetings and performance of other 

services to the Trust.

Section 5. Place of Meetings. Meetings of the Board shall be held at any 

place, within or without the District of Columbia, which has been designated from time to 

time by the Board. In the absence of such designation, meetings shall be held at the 

principal office of the Trust. 

Section 6. Public Access to Board Meetings. The Board shall have the 

authority to determine the extent to which individuals other than Trustees may attend 

meetings or otherwise participate in the deliberations of the Board; provided, however, 

that no such individual employed by rail labor or management shall be entitled to receive 

reimbursement for such activities.

Section 7. Annual Meetings. The Board shall hold an annual meeting for 

the purpose of organization and the transaction of business. Annual meetings of the 

Board shall be held without call or notice on March 1 at 10:00 a.m. local time or on 

such other date as the Board may specify. 
5 

Section 8. Regular Meetings. Regular meetings of the Board shall be 

held at least quarterly without call or notice on such dates as may be fixed by the Board. 

Section 9. Special Meetings. Special meetings of the Board for any 

purpose or purposes may be called at any time by the Chair of the Board or any three 

Trustees upon at least seven (7) business days’ notice to each Trustee or on such shorter 

notice as all Trustees may agree. 

Section 10. Quorum. Pursuant to Section 105(a) of the Act, five (5) 

Trustees constitute a quorum of the Board for the transaction of business. Investment 

guidelines must be adopted by a unanimous vote of the entire Board. Unless otherwise 

specified in the Act or these Bylaws, all other decisions of the Board shall be decided by 

a majority vote of the quorum present. Subject to the foregoing, every act or decision 

taken or made by a majority of the Trustees present at a meeting duly held at which a 

quorum is present shall be regarded as an act of the Board.

Section 11. Participation in Meetings Via Telephone or Video 

Conference. Trustees and others entitled to participate in Board meetings may 

participate in meetings of the Board via telephone or video conference.

Section 12. Adjournment. A majority of the Trustees present, whether 

or not a quorum is present, may adjourn any Board meeting to another time and place. 

Trustees who are absent from the adjourned meeting shall be given notice of the time and 

place at which such meeting will resume. 

Section 13. Action Without a Meeting. Any action required or 

permitted to be taken by the Board may be taken without a meeting if all Trustees consent 

in writing (including by facsimile) to such action. Such written consent shall have the 
6 

same effect as a vote of the Board and shall be filed with the minutes of the proceedings 

of the Board.

Section 14. Rights of Inspection. Every Trustee shall have the right at 

any reasonable time to inspect and copy all books, records, and documents of every kind 

and to inspect the physical properties of the Trust. 

Section 15. Committees. The Board may appoint one or more 

committees, including, but not limited to, (i) an Administrative Committee and (ii) an 

Audit Committee, each consisting of two or more Trustees. Except as otherwise provided 

in these Bylaws or in the Act, the Board may delegate to such committees any of the 

authority of the Board, provided that no such Committee shall have the authority to: 

(a) Amend or repeal these Bylaws or any other organizational 

documents of the Trust or the Board; 

(b) Fill vacancies on the Board or in any committee; 

(c) Appoint other committees of the Board or the members thereof; 

(d) Approve any self-dealing (or “conflict of interest”) transaction; 

(e) Adopt an agreement of merger or consolidation; or 

(f) Sell, lease or exchange Trust property and assets.

The Board may appoint, in the same manner, alternate members of any 

committee who may replace any absent member at any meeting of the committee. The 

Board shall have the power to prescribe the manner in which proceedings of any such 

committee shall be conducted. In the absence of any such prescription, such committee 

shall have the power to prescribe the manner in which its proceedings shall be conducted. 
7 

Minutes shall be kept of each meeting of each committee, and such minutes shall be 

included as an appendix to the minutes of the next meeting of the Board 

ARTICLE III 

Officers 

Section 1. Officers. The officers of the Trust shall be a Chair, and such 

other officers as may be appointed by the Board. The Chair shall preside at all meetings 

of the Board and exercise and perform such other powers and duties as may be from time 

to time assigned by the Board. If the Chair cannot be present at a particular meeting, the 

Chair shall appoint another Trustee to preside at such meeting. 

Section 2. Selection, Removal and Resignation. The officers of the 

Trust shall be appointed by, and shall serve at the pleasure of, the Board, and shall hold 

their respective offices until their resignation, removal, or other disqualification from 

service, or until their respective successors shall be appointed. 

Any officer may be removed, either with or without cause, by the Board at 

any time. Any officer may resign at any time by giving written notice to the Board, and 

any such resignation shall take effect at the date of the receipt of such notice or at any 

later time specified therein. 

Section 3. Vacancies. A vacancy in any office because of death, 

resignation, removal or any other cause shall be filled in the manner prescribed in these 

Bylaws for regular appointment to such office. Such vacancies shall be filled as they 

occur. 

ARTICLE IV 

Other Provisions
8 

Section 1. Principal Office. The principal office of the Trust shall be 

fixed and located at 2001 K Street, N.W., Washington, D.C., or such other address as the 

Board shall determine. The Board is granted full power and authority to change said 

principal office from one location to another. The Board may make such changes 

pursuant to this Section 1 without amending the Bylaws, provided that any such changes 

are documented in a Board resolution duly noted in the minutes of the meetings where 

such decisions are made.

Section 2. Books and Records. The Trust’s books and records, together 

with all of the documents and papers pertaining to the business of the Trust, shall be kept 

and maintained at the principal office of the Trust. The fiscal year of the Trust shall end 

on September 30, unless otherwise provided for by the Board, and the books and records 

of the Trust shall be kept on a fiscal year basis and shall reflect all the transactions of the 

Trust and be appropriate and adequate for the Trust’s business. 

Section 3. Representation of Ownership Interests. The Board or any 

duly authorized delegate of the Board may vote, represent, and exercise on behalf of the 

Trust all rights incident to any and all shares of any corporation, or other interest in any 

entity, held in the name of the Trust. The authority herein granted may be exercised 

either by any such officer in person or by proxy or power of attorney.

Section 4. Banking. The Chair, or any duly authorized delegate of the 

Board, may: (i) make deposits into operating accounts held in the Trust's name and 

endorse checks, drafts, or other instruments for such deposits; and (ii) sign or countersign 

checks, drafts, or other orders for the payment of money issued in the name of the Trust 

against any funds deposited into any such accounts. 
ARTICLE V 

Indemnification 

The Trust shall indemnify, in the manner and to the fullest extent 

permitted by law (including, without limitation, the Act), any person (or the estate of any 

person) who was or is a party to, or is threatened to be made a party to, any threatened, 

pending or completed action, suit or proceeding, whether or not by or in the right of the 

Trust, and whether civil, criminal, administrative, investigative or otherwise, by reason of 

the fact that such person is or was a Trustee or an employee of either a rail carrier or a rail 

union who performed services for the Trust at the direction of one or more Trustees. To 

the fullest extent permitted by law, the indemnification provided herein shall include 

expenses (including attorneys' fees), judgments, fines and amounts paid in settlement; 

and, in the manner provided by law, any such attorneys' fees and expenses may be paid 

by the Trust in advance of the final disposition of such action, suit or proceeding upon 

receipt, in each case, of an undertaking by or on behalf of the Trustee to repay such 

amounts, together with interest thereon, if it is ultimately determined that such Trustee is 

not entitled to indemnification with respect thereto. 

ARTICLE VI 

Amendment, Construction and Definitions 

Section 1. Amendments. These Bylaws may be amended or repealed by 

a majority vote of a quorum of Trustees present at a duly held meeting or by a consent in 

writing of all Trustees. 

Section 2. Construction and Definitions. Unless the context otherwise 

requires, the general provisions, rules of construction and definitions contained in the Act 
10 

and in any applicable laws of the District of Columbia not inconsistent with the Act shall 

govern the construction of these Bylaws. 
 

 

 APPENDIX B

 









 

 APPENDIX C

 


















 

 APPENDIX D 




 

 APPENDIX E



 

 APPENDIX F
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. 

NRRIT employees are prohibited from investing in securities offered in private placements and 

participating in any initial public offerings (IPOs) of equity securities. 

All employees are required to complete a financial disclosure form on an annual basis. This 

form requires the disclosure of personal investment holdings in any company with which the 

Trust conducts, or is likely to conduct business. The Chief Compliance Officer shall prepare and 

maintain a “watchlist” of securities that are subject to this annual disclosure requirement. 

Disclosure must be made for any watchlist securities owned by the employee, spouse and any 

dependent children that, in aggregate, fall into the following ranges: ($10,000 - $50,000; 

$50,000 - $100,000; Over $100,000). 

Staff must also disclose all individual securities owned by the employee, spouse and dependent 

children whose market value exceeds $100,000, regardless of whether or not such securities are 

on the watchlist. The following security types are excluded from this disclosure requirement: 

Certificates of Deposit, Municipal Bonds, Treasury Bonds, Mutual Funds (including Money 

Market Funds) and Exchange Traded Funds. 

Prior to any investment recommendation, any investment staff who materially participated in the 

recommendation must disclose any investment holdings in the recommended manager, and, for 

private markets, any opportunity to invest in the recommended fund / strategy granted by the 

investment manager or general partner. 

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. 
2

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 and Material Non-public 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. 

NRRIT personnel shall not trade on material non-public information. Material information 

generally is defined as information that a reasonable investor would likely consider important in 

making their investment decisions, or information that is reasonably certain to have a substantial 

effect on the price of a company’s securities, regardless of whether the information is related 

directly to the company’s business. Information is considered to be non-public until it has been 

effectively communicated to the marketplace. 

Gifts & 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 shall not accept any gifts in excess of $100 in estimated 

fair market value per year from any given investment manager / vendor. This $100 limit does not 

apply to gifts of de minimis value, such as promotional / branded items distributed at meetings or 

conferences. Also excluded from this limitation are gifts such as chocolates or fruit baskets that 

are typically received around the holidays and are shared with all NRRIT personnel. 

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

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

where such entertainment is (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 FINRA 

for investment managers, business-related entertainment 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. Any business-related entertainment with 

an estimated fair market value in excess of $200 requires written pre-approval from the Chief 

Compliance Officer. In addition, business-related entertainment in excess of five events per 

calendar year from any one investment manager or vendor relationship is prohibited, regardless 

of the estimated fair market value of such entertainment. 

Excluded from the $200 pre-approval threshold are items of value offered to NRRIT staff 

members that are also offered to others in a group as a normal and customary part of doing 

business. Examples of such items include: meals or event tickets offered to a group as part of a 

conference or annual meeting, hotel rooms for LP advisory board members, and car service 

to/from the airport. 
3

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 February 24, 2017. This 

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

 APPENDIX G
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: 
2

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. 
 

 APPENDIX H
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 
2 

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: 
3 

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 
 

 APPENDIX I 
 

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 performance reviews, including 

coordination and consultation with the Railroad Retirement Board with respect to 

such reviews. 

7. Oversee the Trust’s compliance program, including its conflicts-of-interest and 

confidentiality policies, to ensure that the Trustees, its employees and agents 

comply with duties and responsibilities specified in the Trust’s Compliance Manual, 

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 
2

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 February 24, 2017 
 

 APPENDIX J
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. 
2

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 
 

 APPENDIX K

January 31, 2021


 

 APPENDIX L
Printed on recycled paper

UNITED STATES OF AMERICA

RAILROAD RETIREMENT BOARD

844 NORTH RUSH STREET

CHICAGO, ILLINOIS 60611-1275

BOARD MEMBERS: 

ERHARD R. CHORLÉ, CHAIRMAN

JOHN BRAGG, LABOR MEMBER

THOMAS JAYNE, MANAGEMENT MEMBER

The Honorable Steven T. Mnuchin

Secretary of the Treasury

Washington, D.C. 20220 

Dear Mr. Secretary:

In accordance with Section 23(b) of the Railroad Retirement Act of 1974, we certify the 

Account Benefits Ratio for fiscal year 2020 to be 4.35. 

Chapter 22, Subchapter E, Section 3241 of the Internal Revenue Code of 1986, as added 

by Title II, Section 204, of the Railroad Retirement and Survivors’ Improvement Act of 

2001, requires that the Secretary of the Treasury determine the Average Account Benefits 

Ratio for the 10 most recent fiscal years, and publish a notice in the Federal Register, no 

later than December 1 of each calendar year, stating the rates of tax which are applicable 

for the following calendar year for rail employers, employee representatives, and 

employees. For your information, we estimate the 10-year Average Account Benefits 

Ratio, rounded to the next highest multiple of 0.1, to be 4.9. 

Sincerely,

October 27, 2020
77486 Federal Register / Vol. 85, No. 232 / Wednesday, December 2, 2020 / Notices 

1The verified notice states that the Line is known 

as the Buffalo Creek & Gauley Railroad. TERRI was 

recently granted after-the-fact authority to merge 

with The Buffalo Creek Railroad Company, which 

previously owned the Line. See Elk River R.R.— 

Merger Exemption—Buffalo Creek R.R., FD 36434 

(STB served Nov. 6, 2020). 

41. Please provide observations 

regarding government efforts to address 

the issue of unlawful recruitment or use 

of children by governmental armed 

groups and/or non-state armed groups. 

Describe the government’s efforts to 

disarm and demobilize child soldiers, to 

provide protection services and 

reintegrate former child soldiers, and to 

monitor the wellbeing of such children 

after reintegration. Does the government 

have any children held in military 

detention due to their suspected roles as 

child soldiers? Do international 

monitoring organizations (e.g., UN, 

ICRC, HRW) have unhindered access to 

interview these detained children and/ 

or child soldiers and monitor the 

conditions of their detention? Describe 

the conditions of military detention of 

child soldiers and/or children accused 

of association with armed groups. Does 

the government have and/or use any 

hand-over procedures to transfer these 

children to civilian authorities? 

Catherine E. Kay, 

Deputy Director, Office to Monitor and 

Combat Trafficking in Persons, Department 

of State. 

[FR Doc. 2020–26576 Filed 12–1–20; 8:45 am] 

BILLING CODE 4710–17–P 

SURFACE TRANSPORTATION BOARD 

[Docket No. FD 36458] 

West Virginia State Rail Authority— 

Acquisition and Operation 

Exemption—The Elk River Railroad, 

Inc. 

West Virginia State Rail Authority 

(WVRA), a Class III rail carrier, has filed 

a verified notice of exemption under 49 

CFR 1150.41 to acquire from The Elk 

River Railroad, Inc. (TERRI) and operate 

approximately 18.0 miles of rail line 

extending from milepost 0.0 at Dundon 

and milepost 18.0 at Widen, in Clay 

County, W. Va. (the Line).1

WVRA states that it has executed a 

Purchase and Sale Agreement with 

TERRI to purchase the Line, plus 

connecting spur and side tracks, if any, 

appurtenant property and assets, and 

underlying real estate and right-of-way. 

WVRA states that, after consummation, 

it will own and operate the Line as a 

common carrier and will assume all 

common carrier rights and obligations 

with respect thereto. 

WVRA certifies that the proposed 

acquisition and operation of the Line 

does not involve a provision or 

agreement that may limit future 

interchange with a third-party 

connecting carrier. WVRA further 

certifies that its projected annual 

revenues as a result of this transaction 

will not exceed the maximum revenue 

of a Class III rail carrier and will not 

exceed $5 million. 

The transaction may be consummated 

on or after December 16, 2020, the 

effective date of the exemption (30 days 

after the verified notice was filed). 

If the verified notice contains false or 

misleading information, the exemption 

is void ab initio. Petitions to revoke the 

exemption under 49 U.S.C. 10502(d) 

may be filed at any time. The filing of 

a petition to revoke will not 

automatically stay the effectiveness of 

the exemption. Petitions for stay must 

be filed no later than December 9, 2020 

(at least seven days before the 

exemption becomes effective). 

All pleadings, referring to Docket No. 

FD 36458, should be filed with the 

Surface Transportation Board via efiling on the Board’s website. In 

addition, a copy of each pleading must 

be served on WVRA’s representative, 

Lucinda K. Butler, Executive Director, 

West Virginia State Rail Authority, 120 

Water Plant Drive, Moorefield, WV 

26836. 

According to WVRA, this action is 

categorically excluded from 

environmental review under 49 CFR 

1105.6(c) and from historic reporting 

requirements under 49 CFR 1105.8(b). 

Board decisions and notices are 

available at www.stb.gov. 

Decided: November 25, 2020. 

By the Board, Scott M. Zimmerman, Acting 

Director, Office of Proceedings. 

Kenyatta Clay, 

Clearance Clerk. 

[FR Doc. 2020–26574 Filed 12–1–20; 8:45 am] 

BILLING CODE 4915–01–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 2021 as required 

by section 3241(d) of the Internal 

Revenue Code. 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 2021 apply to compensation paid 

in calendar year 2021. 

FOR FURTHER INFORMATION CONTACT: 

Kathleen Edmondson, 

CC:EEE:EOET:ET1, Internal Revenue 

Service, 1111 Constitution Avenue NW, 

Washington, DC 20224, Telephone 

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

number). 

SUPPLEMENTARY INFORMATION: TIER 2 

TAX RATES: The tier 2 tax rate for 2021 

under section 3201(b) on employees is 

4.9 percent of compensation. The tier 2 

tax rate for 2021 under section 3221(b) 

on employers is 13.1 percent of 

compensation. The tier 2 tax rate for 

2021 under section 3211(b) on employee 

representatives is 13.1 percent of 

compensation. 

Dated: November 20, 2020. 

Rachel D. Levy, 

Associate Chief Counsel (Employee Benefits, 

Exempt Organizations and Employment 

Taxes). 

[FR Doc. 2020–26559 Filed 12–1–20; 8:45 am] 

BILLING CODE 4830–01–P 

DEPARTMENT OF THE TREASURY 

Agency Information Collection 

Activities; Proposed Collection; 

Comment Request; Request for 

Transfer of Property Seized/Forfeited 

by a Treasury Forfeiture Fund 

Participating Agency 

AGENCY: Departmental Offices, 

Department of the Treasury. 

ACTION: Notice. 

SUMMARY: The Department of the 

Treasury, as part of its continuing effort 

to reduce paperwork and respondent 

burden, invites the general public and 

other federal agencies to comment on 

the proposed information collections 

listed below, in accordance with the 

Paperwork Reduction Act of 1995. 

DATES: Written comments must be 

received on or before February 1, 2021. 

ADDRESSES: Send comments regarding 

the burden estimate, or any other aspect 

of the information collection, including 

suggestions for reducing the burden, to 

Treasury PRA Clearance Officer, 1750 

Pennsylvania Ave. NW, Suite 8100, 

Washington, DC 20220, or email at 

PRA@treasury.gov. 

FOR FURTHER INFORMATION CONTACT: 

Copies of the submissions may be 

obtained from Spencer W. Clark by 

emailing PRA@treasury.gov, calling 

(202) 927–5331, or viewing the entire 

 

 APPENDIX M
NIUUT National Railroad Retirement Investment Trust 

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

Phone: 202.589.0100 Fax: 202.589.0200 

The Honorable Erhard R. Chorle 

Chairman 

U.S. Railroad Retirement Board 

844 N. Rush Street 

Chicago, IL 60611 

The Honorable Johnathan D. Bragg 

Labor Member 

U.S. Railroad Retirement Board 

844 N. Rush Street 

Chicago, IL 60611 

The Honorable Thomas R. Jayne 

I\,1anagement!\.1ember 

U.S. Railroad Retirement Board 

844 N. Rush Street 

Chicago, IL 60611 

February 1, 2020 

Re: Board of Trustees - Transition 

Dear !\.1essrs. Charle, Bragg, and Jayne: 

On behalf of the Board of Trustees of the National Railroad Retirement Investment Trust, 

I am writing to report the following developments: 

1. !\.1r. Joel Parker, former Special Assistant to the President and National Vice President of 

the Transportation Communications International Union (TCU)/IA!\.1, has been appointed 

to serve a new term on the Board pursuant to Section 15G)(3)(A)(ii)(I) of the Railroad 

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

Retirement and Survivors' Improvement Act of 2001. I\,1r, Parker's new term 

commences on February 1, 2020 and will expire on January 31, 2023. In accepting his 

appointment, I\,1r, Parker has agreed to discharge his duties with respect to the assets of 

the Trust solely in the interests of the Railroad Retirement Board and, through it, the 

participants and beneficiaries of the programs funded under the Railroad Retirement Act. 
Enclosed for your reference is a copy of the Acceptance by Trustee by which Mr. Parker 

formally accepted his appointment to the Board. 

2. Ms. Mary S. Jones, former Vice President and Treasurer of Union Pacific Corporation, 

has been appointed to serve a new term on the Board pursuant to Section 

15G)(3)(A)(ii)(II) of the Act. Ms. Jones's term commences on February 1, 2020 and will 

expire on January 31, 2023. In accepting her appointment, Ms. Jones has agreed to 

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

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

programs funded under the Railroad Retirement Act. Enclosed for your reference is a 

copy of the Acceptance by Trustee by which Ms. Jones formally accepted her 

appointment to the Board. 

3. Mr. William F. Quinn, former chairman and founder of American Beacon Advisors, has 

been appointed to serve a new term on the Board pursuant to Section 15G)(3)(A)(ii)(III) 

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

the Railroad Retirement and Survivors' Improvement Act of 2001. Mr. Quinn's new 

term commences on February 1, 2020 and will expire on January 31, 2023. In accepting 

his appointment, Mr. Quinn has agreed to discharge his duties with respect to the assets 

of the Trust solely in the interests of the Railroad Retirement Board and, through it, the 

participants and beneficiaries of the programs funded under the Railroad Retirement Act. 

Enclosed for your reference is a copy of the Acceptance by Trustee by which Mr. Quinn 

formally accepted his appointment to the Board. 

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

railroad retirement system for the benefit of rail workers and their families, rail retirees, and the 

rail industry as a whole. 

Enclosures 

Sincerely, 

1cl;i~ 

Mary S. Jones 

Chair 
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 15(i) of the Railroad Retirement Act of 1974 (the 

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

Act of 2001 (the "2001 Act"). Pursuant to the Act, a Board of Trustees (the "Board") is to be 

established to assume fiduciary responsibility for the operation of the Trust. 

Pursuant to Section 15(j)(3)(A)(ii) of the Act, the undersigned individual has been 

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

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

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

of the other 6 members of the Board of Trustees. 

The undersigned Trustee has reviewed Section 15(i) of the Act as well as a copy of the 

By laws of the Trust. The Trustee understands the duties and responsibilities of serving 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 of the Railroad 

Retirement Board, and through it, the participants and beneficiaries of the programs funded 

under the Act, (i) for the exclusive purpose of providing 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 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 of interest 

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

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

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

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

Understanding all of the foregoing duties and responsibilities of this position, the 

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

2020. 

rJ 
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 15(j) of the Railroad Retirement Act of 1974 (the 

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

Act of 2001 (the "2001 Act"). Pursuant to the Act, a Board of Trustees (the "Board") is to be 

established to assume fiduciary responsibility for the operation of the Trust. 

Pursuant to Section 15(j)(3)(A)(ii) of the Act, the undersigned individual has been 

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

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

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

of the other 6 members of the Board of Trustees. 

The undersigned Trustee has reviewed Section l 5(j) of the Act as well as a copy of the 

Bylaws of the Trust. The Trustee understands the duties and responsibilities of serving on the 

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

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

Retirement Board, and through it, the participants and beneficiaries of the programs funded 

under the Act, (i) for the exclusive purpose of providing 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 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 of interest 

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

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

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

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

Understanding all of the foregoing duties and responsibilities of this position, the 

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

2020. 

Joe!P~ ~~ 
ACCEPTANCE BY TRUSTEE 

OF THE NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST 

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

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

"Act"), as most recently amended by Public Law I 07-90, the Railroad Retirement and Survivors' 

Act of 2001 (the ·'2001 Acf'). Pursuant to the Act, a Board of Trustees (the "Board") is to be 

established to assume fiduciary responsibility for the operation of the Trust. 

Pursuant to Section I 5G)(3)(A)(ii) of the Act, the undersigned individual has been 

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

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

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

labor organizati ons covered under the Act; (b) carriers as defined in section l of the Railway 

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

of the other 6 members of the Board of Trustees. 

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

Bylaws of the Trust. The Trustee understands the duties and responsibilities of serving on the 

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

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

Retirement Board, and through it, the participants and beneficiaries of the programs funded 

under the Act, (i) for the exclusive purpose of providing 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 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 of interest 

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

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

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

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

Understanding all of the foregoing duties and responsibilities of this position, the 

undersigned individual hereby agrees to serve as a Trustee of the Trust, effective February I, 

2020. 

A}dkWilliam F. Quinn 
 

 

 APPENDIX N

 
NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST

BOARD OF TRUSTEES

FEBRUARY 1, 2020 TO JANUARY 31, 2021 

BIOGRAPHICAL INFORMATION

CHAIR: Mary S. Jones served as Vice President and Treasurer of Union Pacific 

Corporation until her retirement on December 1, 2017. In her position, Ms. Jones was 

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. 

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 
2 

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. 

Beth Miller is Treasurer of BNSF Railway Company, with more than 30 years of 

experience in rail industry financial management positions. Her current areas of 

responsibility include heading up BNSF’s treasury and risk management functions, 

including execution of capital market transactions, corporate liquidity management, 

equipment financing, developing cash management solutions and compliance, oversight 

of the company’s benefit plan investments, insurance procurement, insurance 

recoveries and compliance, and serving as President of two insurance companies. Prior 

to her current responsibilities she held various roles with increasing responsibility in the 

treasury and risk management areas, and had a leadership role in the inaugural SAP 

implementation at BNSF. Ms. Miller holds a BBA in Risk Management from the 

University of Wisconsin – Madison and a Master’s of Science in Corporate Finance from 

the University of Dallas. She has served on the Board since February 1, 2019. 

Chris Neikirk is Vice President and Treasurer of Norfolk Southern Corporation (NS), 

with 27 years of experience in rail industry financial management positions. His current 

areas of responsibility include supervision of NS and Conrail pension and 401k plans, NS 

debt and capital markets transactions and capital structure management, long range 

planning, supervision of the treasury and investor relations functions, and investment 

management. Prior to his current role, Mr. Neikirk was Assistant Vice President Finance 

from 2012-2020, and Assistant Vice President Executive and served as Chief of Staff for 

the NS Chairman, President and CEO from 2007-2012. Before 2007, Mr. Neikirk’s 

responsibilities at NS included treasury functions, pension and 401k management, 

capital market transactions, financial planning, interest rate and fuel hedging, 

equipment financing, investment management, investor relations and marketing. In 
3 

addition to his work at NS, Mr. Neikirk served as Trustee and Investment Committee 

Chair for the City of Norfolk Employee Retirement System from 2007 to 2019. Mr. 

Neikirk holds a BA in Economics from the College of William and Mary and a Master’s in 

Business Administration from Kenan-Flagler Business School at The University of North 

Carolina-Chapel Hill. He has served on the Board since February 1, 2017. 

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, 

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. He has 

served on the Board since February 1, 2002. 

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 
4 

Corporation until 2008, since 1974. Mr. Quinn was appointed by Mayor Rawlings to the 

Dallas Police & Fire Pension Board in September 2017 and was elected Chairman by the 

Board in October 2017. 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. 

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 Bachelor’s and Master’s 

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

October 19, 2011. 
5 

NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST

BIOGRAPHICAL INFORMATION

INVESTMENT STAFF AS OF SEPTEMBER 30, 2020 

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. 

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 group. Previously, he was a manager in the audit practice 

of PricewaterhouseCoopers LLP (PwC), where he was responsible for several large asset 

management engagements in the Baltimore/ Washington DC Metro area. Mr. Kotras 
6 

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. Mr. Kotras is a CFA 

charterholder and a CPA. 

Other Staff Members (in alphabetical order) 

Annita Biondo was named Director of Operations on July 1, 2015. She joined the 

Trust as a Financial Analyst on October 1, 2007. Prior to joining the Trust, she was a 

Tax Accountant at RSM McGladrey. Previously, Ms. Biondo worked at General Motors 

and other fortune 500 companies in finance and human resources. She received a BS 

degree from Indiana University of Pennsylvania and an MBA from Marymount 

University. 

Nathaniel J. Boone joined the Trust on April 1, 2019 as an Investment Associate for 

Private Markets. Prior to joining the Trust, Mr. Boone was a Financial Advisor Intern for 

Aeon Wealth Management, where he was responsible for assisting with financial 

planning, preparing client acquisition seminars, and handling operations for new 

accounts. Mr. Boone is a CFA Level I Candidate and holds a BS degree in economics 

from George Mason University. 

Ross M. Breslin serves as the Investment Analyst for Real Assets. Mr. Breslin joined 

the trust on January 1, 2017 as an Investment Analyst covering International Equities 

and in 2020 transitioned to Real Assets. Prior to joining the Trust, Mr. Breslin was an 

Assistant Vice President, Portfolio Manager Associate for U.S. Trust, Bank of America 

Private Wealth Management. He was responsible for providing integrated investment 

advice and portfolio management services to high net worth families and institutional 

clients. Mr. Breslin holds a BSBA with a concentration in finance from The Catholic 

University of America.
7 

Rhett Butler serves as the Senior Investment Analyst for Fixed Income. Mr. Butler 

joined the Trust on March 3, 2014, as an Investment Analyst focused on Absolute 

Return and transitioned to the public markets team in 2016. Prior to joining the Trust, 

Mr. Butler worked at T. Rowe Price Associates, where he was responsible for providing 

investment research and analytical support on target-date and target-risk asset 

allocation portfolios. Mr. Butler earned a BA in economics from the University of 

Maryland, Baltimore County, and is a CFA and CAIA charterholder. 

Collin Church serves as the Investment Analyst covering International Equities. Mr. 

Church joined the Trust on January 16, 2018 as an Investment Analyst focused on 

Absolute Return and Commodities and in 2019 transitioned to International Equities. 

Prior to joining the Trust, he was a Credit Risk Associate at KPMG within their 

Securitization division. Mr. Church earned a BA degree in Finance from James Madison 

University. Furthermore, he has passed all three levels of the CFA Program and may be 

eligible for the CFA charter upon completion of the required work experience. 

Xiaolu “Claire” Cui joined the Trust on February 16, 2014. She currently serves as the 

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

financial engineer at Fannie Mae responsible for implementing financial models used in 

the securitization of mortgage-backed securities. Previously, she was a Treasury Analyst 

at the Carlyle Group where she managed a billion dollar investment portfolio of shortterm securities and several multibillion-dollar credit facilities. Prior to that, she was an 

auditor with Ernst & Young where she performed financial statement audits of publicly 

and privately held companies in biotechnology, technology, and media industries. Ms. 

Cui holds a BS degree from the McIntire School of Commerce at the University of 

Virginia. She is a CFA charterholder and a CPA. 

Kyle Dellamura joined the Trust on May 7, 2019 as an Operations Analyst. Prior to 

joining the Trust, Mr. Dellamura worked at Morgan Stanley as an Operations Associate 
8 

where he was responsible for trade processing and settlement. Mr. Dellamura earned a 

BA in International Business from Washington College. 

Liz Fisher is the Senior Investment Director of Fixed Income. She was named as 

Director of Fixed Income in April 2014 and promoted to Senior Investment Director of 

Fixed Income in December 2020. Ms. Fisher 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 for approximately two years, where 

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

managers. Previously, she worked for Legg Mason Wood Walker, Inc. for 

approximately 13 years, 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. 

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

Investment Director – 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 analyzing 

trends in the institutional investment marketplace. Mr. Gillespie received an AB degree 

from Colgate University and an MA degree from the University of Virginia. He is a CFA 

charterholder. 

Naya Gonzalez joined the Trust as the Office Manager on August 6, 2018. Prior to 

joining the Trust, Ms. Gonzalez worked as the Operations Manager for GriffinWorx, and 

has over ten years of business management experience in various fields. Ms. Gonzalez 

received a BBA in Finance and a BA in Accounting from the University of the District of 

Columbia. 
9 

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 Senior Investment Director of International Equity. From 2010 – 

2017, Mr. Kaplan was the Trust’s Director of Absolute Return Investments. On April 2, 

2007, Mr. Kaplan joined the Trust as a Senior Investment Analyst – Private 

Equity. Prior to joining the Trust, he worked for Nuveen Investments, where he was 

involved in the execution of closed-end fund product strategies. 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. He received an undergraduate degree from 

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

Northwestern University in 2005. Mr. Kaplan is a CFA charterholder.

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. 

Maire-Kate McGlynn joined the Trust on March 16, 2020 as an Investment Analyst 

covering US Equity. Prior to joining the Trust, Ms. McGlynn was a Senior Wealth 

Investment Associate at Wilmington Trust, N.A., collaborating with investment advisors 

to provide high net worth individuals and families customized investment advice and 
10 

portfolio management. Additionally, she completed the Management Development 

Program at M&T Bank, the parent company of Wilmington Trust, N.A. Ms. McGlynn 

received a BA in Economics and Anthropology from the University of Notre Dame. She 

is a CFA Level III Candidate. 

Erik A. Murad was named Director of Absolute Return and Commodities on September 

1, 2017. Mr. Murad joined the Trust on July 1, 2012, as an Investment Analyst focused 

on public markets. Prior to joining the Trust, Mr. Murad completed 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. Mr. Murad is a CFA charterholder. 

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, and on October 1, 2019, Mr. Reeves was named Senior Investment 

Director – 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 University and an MBA from the University of San 

Francisco. 

Emily C. Weiss is a Senior Financial Analyst. Ms. Weiss joined the Trust as a Financial 

Analyst on June 16, 2015. 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 and is a CPA. 
11 

Justin R. Wood is a Senior Investment Analyst covering Absolute Return and 

Commodities. He joined the Trust on August 15, 2016, as an Investment Analyst 

focused on Global Fixed Income. Prior to joining the Trust, Mr. Wood was an 

Investment Analyst for Financial Services Advisory, an investment advisory firm in the 

Washington, DC-area, where he was a member of the firm’s portfolio management 

team. Prior to that, Mr. Wood worked for Cypress Capital (formerly known as Hays 

Advisory), an investment advisory firm in the Nashville, TN-area, where he supported 

the firm’s investment committee as a Research Analyst. Mr. Wood is a CFA 

charterholder and holds a BBA degree in finance from Belmont University in Nashville, 

TN, where he graduated summa cum laude.
NRRIT

National Railroad Retirement Investment Trust 

2001 K Street, N.W. 

Suite 1100 

Washington, DC 20006