<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WHITEROCK PORTFOLIO INVESTORS, L.L.C.
-------------------------------------
(Name of Issuer)
Membership Interests in Limited Liability Company
-------------------------------------------------
(Title of Class of Securities
N/A
----------------
(CUSIP Number)
Please send all Notices and Communications to:
Wendell M. Faria, Esq.
Paul, Hastings, Janofsky & Walker LLP
1299 Pennsylvania Avenue, N.W., Tenth Floor
Washington, D.C. 20004
(202) 508-9574
October 16, 1995
----------------------------------------
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ------------------------- ---------------------
CUSIP No. Not Applicable Page 2 of 10 Pages
- ------------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PacifiCorp Master Retirement Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Employer Contributions
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 918,750 Units
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
918,750 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,750 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
EP
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- ---------------------
CUSIP No. Not Applicable Page 3 of 10 Pages
- ------------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Peressini
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Employer Contributions
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 5 Units
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 918,750 Units
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5 Units
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
918,750 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,755 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- ---------------------
CUSIP No. Not Applicable Page 4 of 10 Pages
- ------------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Huesgen
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Employer Contributions
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 918,750 Units
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
918,750 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,750 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- ---------------------
CUSIP No. Not Applicable Page 5 of 10 Pages
- ------------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig Longfield
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Employer Contributions
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 918,750 Units
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
918,750 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,750 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ------------------------- ---------------------
CUSIP No. Not Applicable Page 6 of 10 Pages
- ------------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel J. Rosborough
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Employer Contributions
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 918,750 Units
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
918,750 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,750 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
------ -------------------
This filing relates to the units of membership interest ("Units") in
WhiteRock Portfolio Investors, L.L.C. ("WhiteRock"), a limited liability company
registered as a closed-end investment company under the Investment Company Act
of 1940. These Units are the sole class of securities issued by WhiteRock, and
were valued initially at $20 per Unit. The Units were privately placed in an
offering relying on Section 4(2) of the Securities Act of 1933.
The principal executive offices of WhiteRock are located at 700 N.E.
Multnomah, Suite 1600, Portland, Oregon 97232-4116. Brazos GenPar, Inc., 600 N.
Pearl Street, Suite 1500, Dallas, Texas 75201, serves as Administrator of
WhiteRock.
ITEM 2. IDENTITY AND BACKGROUND
--------------------------------
This filing is being submitted on behalf of PacifiCorp Master
Retirement Trust ("PacifiCorp MRT"), a defined benefit employee benefit plan
established for employees of PacifiCorp and its affiliates, and the members of
PacifiCorp MRT's Investment Committee. All decisions regarding investments in
WhiteRock to be made by PacifiCorp MRT, and all decisions with respect to the
voting of Units of WhiteRock held by PacifiCorp MRT, are made by its Investment
Committee. The current members of the Investment Committee are William E.
Peressini, Craig Longfield, Daniel J. Rosborough, and James Huesgen. Mr.
Peressini serves as the Chair of the Investment Committee. The Bank of New York
serves as trustee to PacifiCorp MRT, but has no voting or investment discretion
over PacifiCorp MRT's investment in WhiteRock. PacifiCorp MRT is located at 700
N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116. All members of the
Investment Committee, except Mr. Huesgen, have the same business address as
PacifiCorp MRT. Mr. Huesgen's business address is 805 Broadway, Vancouver,
Washington 98668-8701.
(d) None.
(e) None.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
----------------------------------------------------------
On October 16, 1995, PacifiCorp MRT made a commitment to purchase
$18,375,000 worth of Units in WhiteRock. This represented a commitment to
acquire approximately 918,750 Units of WhiteRock at the then Unit value of $20.
On that same date, PacifiCorp MRT contributed $10,848,857 for the purchase of
542,443 Units. The funds for making all purchases were derived from employer
contributions made in accordance with the terms of various of PacifiCorp's and
its affiliates' employee benefit plans (the "Plan") to the retirement trust and
the investment proceeds therefrom. Subsequently, in response to capital calls
to those unitholders of WhiteRock having outstanding capital commitments,
PacifiCorp MRT made
<PAGE>
the following capital contributions to WhiteRock for the purchase of additional
Units:
- $1,818,459 on October 25, 1995 for the purchase of 90,293
additional Units;
- $1,185,158 on November 29, 1995 for the purchase of 65,489
additional Units;
- $1,766,150 on December 21, 1995 for the purchase of 123,084
additional Units;
- $488,192 on April 9, 1996 for the purchase of 32,993 additional
Units;
- $2,748,338 on April 23, 1996 for the purchase of 185,734
additional Units; and
- $1,898,523 on June 6, 1996 for the purchase of 151,166 additional
Units.
On November 21, 1996, PacifiCorp MRT made a commitment to contribute
an additional $16.25 million in WhiteRock. PacifiCorp MRT's percentage
ownership interest in WhiteRock has not changed with respect to its rights to
acquire additional Units of WhiteRock pursuant to the terms of this additional
commitment.
On December 13, 1996, PacifiCorp contributed $1,328, 377.05 to
WhiteRock in response to a capital call. This represented the purchase of an
additional 167,843 Units of WhiteRock. Additional Units were purchased by
PacifiCorp MRT on January 28, 1997, March 13, 1997 and April 17, 1997 in
response to further capital calls. PacifiCorp MRT's percentage ownership
interest in WhiteRock, however, did not change following these additional
contributions.
On March 26, 1996, Mr. Peressini also contributed the sum of $100 for
5 Units of WhiteRock in order to qualify as a Managing Member of WhiteRock. Mr.
Peressini's ownership interest in WhiteRock has not changed.
ITEM 4. PURPOSE OF TRANSACTION
-------------------------------
PacifiCorp MRT's commitment to contribute capital to WhiteRock and the
contributions subsequently made on the dates listed above were made solely for
investment purposes, consistent with the terms of the Plan and the declared
investment objective and policies of WhiteRock. PacifiCorp MRT has no other
plans or proposals in connection with this investment. The investment in
WhiteRock made by Mr. Peressini was made solely for the purpose of qualifying as
a Managing Member of WhiteRock.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER
-----------------------------------------
(a) On October 16, 1995, PacifiCorp MRT made a capital commitment to
acquire approximately 918,750 Units of WhiteRock, which represented
approximately 99% of the Units of WhiteRock. On this same day, PacifiCorp MRT
contributed $10,848,857 to WhiteRock, which resulted in its acquisition of
542,443 Units or 99% of the Units then outstanding. Subsequent acquisitions of
Units by PacifiCorp MRT, as listed above in response to Item 3, have not changed
PacifiCorp MRT's percentage ownership interest in WhiteRock.
(b) The various members of the Investment Committee, acting on behalf
of PacifiCorp MRT, share power to vote and to dispose of the Units held by
PacifiCorp MRT, subject to the restrictions on transferability contained in
WhiteRock's Limited Liability Company Agreement and the Admissions Agreement
entered into between PacifiCorp MRT and WhiteRock.
(c) As indicated in response to Item 3 above, PacifiCorp MRT has made
additional contributions since October 16, 1995 for the purchase of additional
Units in WhiteRock in response to capital calls by WhiteRock. PacifiCorp MRT's
percentage ownership in WhiteRock, however, has remained unchanged. PacifiCorp
MRT's last contribution in response to a capital call was made on April 17,
1997. See Item 3 above.
---
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
---------------------------------------------------
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------
The members of PacifiCorp MRT's Investment Committee act as a
group with respect to investments made in WhiteRock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT
----------------------------------------
The PacifiCorp Master Retirement Trust 1994 Restatement
("Restatement"), dated October 1, 1994, is attached as an exhibit to this
filing. The Restatement is an agreement between PacifiCorp, one of the group of
affiliated companies whose employee benefit plans, as well as those of its
affiliates are participants in PacifiCorp MRT, and the Bank of New York, the
designated Trustee of PacifiCorp MRT. The Restatement sets forth the identity of
the Bank of New York, as Trustee, and includes provisions relating to its duties
relative to the Investment Committee.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 5-22-97 PacifiCorp Master Retirement Trust
--------------
By: /s/ William E. Peressini
-------------------------------
William E. Peressini
Chair, Investment Committee
Date: 5-22-97 /s/ William E. Peressini
-------------- -----------------------------------
William E. Peressini
Member, Investment Committee
Date: 5-22-97 /s/ James Huesgen
-------------- -----------------------------------
James Huesgen
Member, Investment Committee
Date: 5-22-97 /s/ Craig Longfield
-------------- -----------------------------------
Craig Longfield
Member, Investment Committee
Date: 5-22-97 /s/ Daniel J. Rosborough
-------------- -----------------------------------
Daniel J. Rosborough
Member, Investment Committee
<PAGE>
PACIFICORP MASTER RETIREMENT TRUST
1994 RESTATEMENT
October 1, 1994
PacifiCorp
an Oregon corporation
700 NE Multnomah
Portland, Oregon 97232 Company
The Bank of New York
One Wall Street
New York, New York 10286 Trustee
The Company established a Master Retirement trust effective August 1,
1991 to consolidate the trusts for a number of tax qualified retirement plans
maintained for its employees and the employees of the Company's affiliates. The
master trust is intended to be tax exempt under Section 501(a) of the Internal
Revenue Code. The Investment Committee established under the Master Retirement
Trust has appointed The Bank of New York to serve as successor Trustee and the
appointment has been accepted. In order to reflect the identity of the
successor Trustee and to include provisions requested by it, the parties enter
into this agreement as an amendment and complete restatement of the Master
Retirement Trust.
ARTICLE I
Effective Date; Plans; Qualification
1.01 Effective Date; Trust Year; Plans
1.01-1 This restatement of the trust shall be effective October 1,
1994.
1.01-2 The trust year shall be a calendar year.
1.01-3 This trust shall continue the trust for the tax qualified
retirement plans listed below (the "Plans"), with the Trustee as successor
trustee to replace certain former trustees:
(a) PacifiCorp Retirement Plan.
(b) PacifiCorp Telecom Retirement Plan.
<PAGE>
(c) PacifiCorp Financial Services Retirement Plan
(d) Any other tax qualified retirement plan maintained by
the Company or an affiliate that provides, with the approval of the
Company, for funding through this trust.
1.01-4 The board of directors of a subsidiary or affiliate of the
Company shall adopt the Plan, and pursuant to the terms of the Plan, such
adoption shall constitute an adoption of this trust agreement. Each subsidiary
or affiliate shall be bound by the decisions, instructions, actions and
directions of the Company, the Investment Committee or the Retirement Committees
under or affecting this trust agreement, and the Trustee shall be fully
protected by the Company and such subsidiary or affiliate in relying upon the
decisions, instructions, actions and directions of the Company, the Investment
Committee or the Retirement Committees.
1.02 Qualification
If the Commissioner of Internal Revenue initially rules that this
trust is not exempt under Section 501(a) of the Internal Revenue Code, the
Committee may retroactively amend it so as to qualify.
ARTICLE II
Trust Fund
2.01 Payments to Trustee
Contributions under the Plans by any adopting employer (an
"Employer") shall be paid to the Trustee. The Trustee shall accept the sums paid
to it and shall have no responsibility to determine the required amount of
contributions, to collect any contribution not voluntarily paid or for the
adequacy of the master trust or the funding standards adopted for any Plan to
meet or discharge any pension or other liabilities of such plan.
2.02 Investment Pools; Direction of Payments
2.02-1 The Investment Committee shall establish separate investment
pools. Each investment pool shall have an asset category or investment strategy.
Assets of each Plan may be allocated among the investment pools by the
Retirement Committees for that Plan. The Trustee shall account separately for
the assets of each Plan and the results of the investment of the assets of each
Plan within each investment pool.
2
<PAGE>
2.02-2 The Trustee need have no regard for any interests of
individual employees under the Plans and in making distributions with respect to
a Plan shall rely wholly on the direction of the Retirement Committee of that
Plan.
ARTICLE III
Investment and Administration
3.01 Administration by Committees
3.01-1 The Investment Committee appointed under 3.01-2 has general
responsibility for the investment of assets held by this trust and general
responsibility for administering this trust. The Retirement Committee for each
Plan has general responsibility for administering the respective Plans and the
allocation of assets of the respective Plans among the investment pools of this
trust. The term "Retirement Committee" refers to the committee or other person
or persons serving as plan administrator of a Plan.
3.01-2 The Investment Committee shall consist of three or more
persons appointed by the President of the Company. The Investment Committee
shall have a chair chosen from among its members and a secretary who need not be
a member. Minutes shall be kept of all proceedings of the Investment Committee.
The Investment Committee may act at a meeting by a majority vote of a quorum
present or without a meeting by action recorded in a memorandum signed by a
majority of the members. A majority of the members shall constitute a quorum.
3.01-3 The Trustee shall be given the names and specimen signatures
of the chairman, secretary and members of the Investment Committee and each
Retirement Committee. The Trustee shall accept and rely upon the names and
signatures until notified, in writing of change. Instructions to the Trustee
shall be signed for a Committee by the chair or such other person as that
Committee may designate in a writing provided to the Trustee.
3.02 Investment Standards
3.02-1 The trust assets shall be invested in any securities and
other real or personal property, including any part interest therein, in
accordance with applicable law. Subject to these requirements, permissible
investments shall include but not be limited to the following:
(a) Preferred or common stock, notes, debentures, bonds or
other securities.
(b) Commercial paper, savings and loan accounts, mutual
funds, certificates of deposit and savings accounts.
3
<PAGE>
including deposits bearing a reasonable rate of interest in the
savings department of the Trustee or any other bank that is a
fiduciary of this trust or a Plan.
(c) Real estate or mortgages.
3.02-2 The fund may be held in cash to the extent approved by the
Investment Committee and considered advisable by the Trustee without liability
for interest.
3.02-3 Any portion of the trust assets may be invested in any
collective investment fund maintained by the Trustee or an investment manager
under 3.04 exclusively for investment of assets held in qualified employee
benefit trusts. The instrument creating such fund is incorporated as part of
this trust. Assets of this trust may be commingled with assets of other
qualified trusts in the fund, and shall be held and administered by the Trustee
under the fund instrument as it now exists and may later be amended.
3.03 Investment with Insurance Company
3.03-1 The Trustee shall on direction by the Investment Committee
invest all or part of the assets with one or more insurance companies under a
group annuity, deposit administration, guaranteed income or other annuity or
investment contract. The insurance company shall, subject to the terms of the
contract, have exclusive responsibility for and control over all assets invested
with it.
3.03-2 If an insurance company holds assets in a separate pooled
account the following shall apply:
(a) The insurance company shall be an investment manager under
3.04.
(b) The insurance company shall invest the funds in accordance
with 3.02, shall have all of the powers given to the Trustee under
3.06 and shall not be subject to any state laws limiting investment.
(c) The assets may be commingled with assets of other
qualified plans in the pooled account for investment in accordance
with the investment contract.
3.03-3 The Investment Committee shall prepare, or cause to be
prepared in such form as it shall prescribe, the application for any insurance
contract to be applied for. The Trustee shall receive and hold in the Trust,
subject to the provisions set forth in this Section, all insurance contracts
obtained, the proceeds of any sale, assignment or
4
<PAGE>
surrender of any such contract and any and all dividends and other payments of
any kind received with respect to any such contract.
3.03-4 The Trustee shall be the complete and absolute owner of
insurance contracts held in the trust, provided that the Investment Committee
shall have power, without the consent of any other person, to exercise any and
all of the rights, options or privileges that belong to the Trustee as such
absolute owner or that are granted by the terms of any such contract or by the
terms hereof, and the Trustee shall not exercise any of the foregoing powers or
take any other action permitted by any such contract other than upon the written
direction of the Investment Committee. The Trustee shall have no duty to
exercise any of such powers or to take any such action unless and until it
shall have received such direction. The Trustee, upon the written direction of
the Investment Committee, shall deliver any insurance contract held in trust to
such person or persons as may be specified in the direction.
3.03-5 Upon the written direction of the Investment Committee, the
Trustee shall pay from the trust premiums, assessments, dues, charges and
interest, if any, upon any insurance contract held in the trust. The Trustee
shall pay from the trust premiums, assessments, dues, charges and interest, if
any, upon any insurance contract held in the trust. The Trustee shall have no
duty to make any such payment unless and until it shall have received such
direction.
3.03-6 Any sums paid out by any insurance company under the terms of
a contract held in the trust either to the Trustee, or, in accordance with its
direction, to any other person or persons designated as payees in such contract
shall be a full and complete discharge of the liability to pay such sums, and
the insurance company shall have no obligation to look to the disposition of any
sums so paid. No insurance company shall be required to look into the terms of
this Agreement, or to question any action of the Trustee or to see that any
action of the Trustee is authorized by the terms of this agreement.
3.03-6 Anything contained herein to the contrary notwithstanding, to
the extent permitted by law, the Trustee shall not be liable for the refusal of
any insurance company to issue or change any contract or take any other action
requested by the Trustee; for any assets invested in a contract at the direction
of the Investment Committee; for the form, terms, genuineness, validity,
sufficiency or effect of any contract held in the trust; for the act of any
person or persons that my render any such contract null and void; for the
failure of any insurance company to pay the proceeds of any such contract as and
when the same shall become due and payable; for any delay in payment resulting
from any provision contained in any such contract nor for the fact that for any
reason whatsoever (other than the Trustee's own negligence or willful
misconduct) any contract shall lapse or otherwise become uncollectible.
5
<PAGE>
3.04 Investment Managers
3.04-1 The Investment Committee may appoint one or more investment
managers, who may be an insurance company holding assets under 3.03, for all or
part of the trust assets. Subject to 3.03, 3.04-2 and 3.04-4 any such manager
shall have exclusive responsibility for and control over the investment of the
assets for which responsibility is allocated to the manager by the Investment
Committee.
3.04-2 The Investment Committee may, as to any investment manager
except an insurance company, reserve any or all of the following rights:
(a) To fix investment objectives and guidelines.
(b) To fix permissible investments.
(c) To require consultation by the investment manager at
regular intervals or with respect to certain kinds of transactions.
(d) To receive notification of all transactions before or
after consummation.
(e) To have proposed transactions submitted in advance and
not consummated if disapproved by notice given within 15 days after
submission.
3.04-3 The manager shall act in a fiduciary capacity and the Trustee
shall act only as an administrative agent in carrying out directed investment
transactions. The Trustee shall have no duty to investigate any directed
transaction and shall not be responsible for the investment decision. If a
directed transaction violates the duty to diversify, to maintain liquidity or to
meet any other trust standard under this trust or applicable law, the entire
responsibility and liability, if any, shall rest upon the investment manager
giving the direction.
3.04-4 Unless the Investment Committee directs otherwise, the
Trustee shall have authority to do the following even though assets are being
managed by an investment manager:
(a) Dispose of fractional shares.
(b) Roll over treasury obligations, commercial paper and
similar investments.
(c) Make short term investments in highly liquid low risk
interest bearing deposits or securities.
6
<PAGE>
3.04-5 Each investment manager shall be qualified under the Employee
Retirement income Security Act of 1974, as amended. Each manager shall verify
to the Investment Committee in writing that the manager:
(a) Is a registered investment advisor under the Investment
Advisor's Act of 1940, a bank as defined in that Act or a qualified
insurance company;
(b) is bonded for the protection of the trust in conformance
with applicable law; and
(c) Acknowledges that the manager is a fiduciary with respect
to this trust.
3.04-6 The Investment Committee shall notify the Trustee of the
appointment, removal or resignation of any investment manager. The Trustee may
rely upon the continued authority of an appointed manager until notified of
resignation or removal. Each investment manager shall, on request, give the
Trustee and the Investment Committee the names and specimen signatures of
persons authorized to act for the manager. The Trustee may rely upon such names
and signatures until notified, in writing, of any changes.
3.04-7 An investment manager shall exercise all voting rights of the
holder of any stocks, bonds or other securities for which it has been allocated
responsibility. With respect to such securities, the manager shall have the
power to:
(a) Give general or special proxies or powers of attorney with
or without power of substitution;
(b) Exercise any conversion privileges, subscription rights or
other options and make any payments incidental thereto; and
(c) Consent to or otherwise participate in corporate
reorganizations or other changes affecting corporate securities and to
delegate discretionary powers in connection therewith.
3.05 Investment of Unallocated Assets
3.05-1 In the event that the responsibility for and control over the
investment of trust assets has not been allocated to an investment manager or
deposited with an insurance company pursuant to Sections 3.03 or 3.04, any
investment manager resigns or is removed or the contract pursuant to which
assets were deposited with any insurance company is terminated and the proceeds
of such contract are deposited in the
7
<PAGE>
trust, the Trustee shall not have or be deemed to have any responsibility to
manage and control such assets except as provided in 3.05-2.
3.05-2 If an Investment Committee has been appointed, the Trustee
shall treat such assets as managed by the Investment Committee pending
notification from the Investment Committee of the appointment of a different
successor to the former investment manager or the investment of such assets with
one or more insurance companies pursuant to Section 3.03. If no Investment
Committee has been appointed and if no notification of the appointment of such a
successor is received within seven days of notification to the Trustee of the
former investment manager's resignation or removal or the deposit of the
proceeds of such insurance company contract, the Trustee shall thereafter have
responsibility for and control over the investment of such assets unless and
until it receives other instructions from the Investment Committee as to the
investment of such assets.
3.05-3 In the event that the Investment Committee assumes
responsibility over trust assets pursuant to 3.05-2 or otherwise elects to
direct the investment of all or any portion of the trust assets, 3.04-3 shall
apply for the protection of the Trustee with respect to investments directed by
the Investment Committee.
3.06 Powers of Trustee
3.06-1 The Trustee shall have all necessary powers to discharge its
duties under this trust, including without limitation the powers to do the
following, subject to investment authority allocated to any insurance company or
investment manager or retained by the Investment Committee:
(a) Own and hold all assets and retain and exercise all
incidents of such ownership, subject to the terms of this trust,
either directly or through nominees, with or without disclosing the
trust.
(b) Deal in any way with any assets through a public or
private transaction and receive all proceeds from the assets.
(c) As the holder of any security in the trust fund, exercise
any right or power or take any action that could be exercised or
taken by a beneficial owner holding the security of record.
(d) Write covered call options on securities in the fund and
deal in other options directly related to an outstanding covered call
option.
8
<PAGE>
3.06-2 The Trustee's cost in any litigation relating to the trust
assets shall be an administration expense. The Trustee may decline to start or
respond to any legal action unless the Company indemnifies the Trustee to its
satisfaction from any expense not covered by the trust fund. The Trustee may
compromise claims on terms approved by the Investment Committee, which shall be
binding on all parties.
3.06-3 If authorized in writing by the Investment Committee, the
Trustee may borrow money for trust purposes on the security of trust assets.
3.06-4 The Trustee may employ agents for assistance and may consult
and rely upon the advice of counsel, who may be counsel for the Company.
3.07 Securities Lending
The Trustee shall have the authority, with the approval of the
Investment Committee, to designate The Bank of New York to act on its behalf in
lending securities held in the trust fund to brokers, dealers or other borrowers
on such terms and conditions as are consistent with the Act.
3.08 Distributions; Conflicting Claims
3.08-1 The Trustee, from time to time, upon receipt of a written
order from the Retirement Committee for a Plan, shall make payments from the
trust fund to such persons (including the Retirement Committee or any member of
such Committee), and in such amounts as the Retirement Committee shall direct,
and amounts paid pursuant to such direction thereafter no longer shall
constitute a part of the trust fund. Orders from the Retirement Committee need
not specify the purpose of the payments so ordered, and, except as provided by
law, the Trustee shall not be responsible in any way respecting the purpose or
propriety of such payments or for the administration of the Plan. Any such
order shall constitute a certification that the payment directed is one which
the Retirement Committee is authorized to direct, and the Trustee need make no
further investigation. Payments by the Trustee may be made as follows:
(a) By the Trustee's check to the order of the payee and
mailed to the payee at the address last furnished to the Trustee by
the Retirement Committee or by the payee, or if no such address has
been so furnished, to the payee in care of the Company; or
(b) subject to 3.08-2, by direct deposit or transfer to an
account of the payee in accordance with the direction of the
Retirement Committee.
3.08-2 If the Retirement Committee directs the Trustee to deposit
periodic payments directly into the bank account of a payee, such deposit shall
be conditioned
9
<PAGE>
upon such person and its depository bank having entered into a depository
agreement with the Trustee that is satisfactory to the Trustee.
3.08-3 In directing the Trustee to make payments out of the trust
fund, the Retirement Committee shall follow the provisions of the Plan, so that
it shall be impossible, either during the existence or upon the discontinuance
of the Plan, for any part of the trust fund to be used for or diverted to
purposes other than for the exclusive benefit of the participants or their
beneficiaries, at any time prior to the satisfaction of all liabilities with
respect to the participants and their beneficiaries, or for any part thereof to
be paid or applied to the use of any Company or any affiliate or subsidiary of
the Company except as permitted by law.
3.08-4 In the event that any payment ordered by a Retirement
Committee shall be distributed by the Trustee in accordance with 3.08-1 through
3.08-3 and such payment shall be returned to the Trustee because the payee or
the payee's account cannot be located at such address or any check so mailed
shall not be presented for payment within six months of the date thereof, the
Trustee shall promptly notify the Retirement Committee of such return or failure
to present. Upon the expiration of 60 days after such notification such payment
order shall become void, and unless and until a further order of such Committee
is received by the Trustee with respect to such payment, the Trustee shall
return such payment to the trust fund and continue to administer the trust find
as if such order had not been made. The Trustee shall not be obligated to search
for or ascertain the whereabouts of any such person (or the person's duly
appointed representative).
3.08-5 A receipt from the recipient or canceled check shall be a
sufficient voucher for the Trustee. Neither the Trustee nor any Retirement
Committee need obtain from the recipient an accounting for the payment.
3.08-6 The Trustee may make all or part of any payment in kind
using then existing assets of the trust valued as of the date of distribution.
No transfer agent or other person involved need review the authority for the
transfer or require an accounting of the application of the property
transferred.
3.08-7 If a dispute arises over a distribution, the Trustee may
withhold the distribution until the dispute is determined by a court of
competent jurisdiction or settled by the parties concerned.
3.09 Expenses and Fees
The Trustee shall be reimbursed for all expenses and shall be paid a
reasonable fee approved from time to time by the Investment Committee. The
Trustee shall notify the Investment Committee periodically of expenses and fees
and the Company may elect to pay them. The Company also may elect to pay fees
and expenses of investment managers, investment advisors or other consultants
appointed or
10
<PAGE>
engaged by the Investment Committee. Otherwise the expenses and fees shall be
charged to the trust.
3.10 Additional Trustee
3.10-1 The Investment Committee may appoint one or more national or
state banks or trust companies as additional trustees and may direct the
Trustee to transfer all or any part of the trust assets to such trustee. Upon
such transfer the Trustee shall have no responsibility for the custody or
safekeeping of any trust assets so transferred and, to the extent permitted by
law, shall not be responsible for the actions taken or omitted by such
additional trustee.
3.10-2 The Investment Committee shall specify the responsibilities
of an additional trustee, which may be general or limited. An additional
trustee shall have no responsibility or liability for anything outside of its
specified responsibilities, and shall not be liable for any action or inaction
of any other trustee with respect to other matters.
3.10-3 The Investment Committee's statement of appointment of an
additional trustee shall become a part of this trust.
ARTICLE IV
Records; Valuation; Accountings
4.01 Records; Information for Committees
4.01-1 The Trustee shall keep complete records of the trust open to
inspection by the Investment Committee and the Retirement Committees at all
reasonable times.
4.01-2 In addition to reports required below, the Trustee shall
furnish the Investment Committee and the Retirement Committees any information
about the trust fund that any of them requests.
4.02 Valuation
As of each valuation date specified by the Investment Committee, the
Trustee shall value the trust fund in accordance with applicable law and report
the value to the Investment Committee and the Retirement Committees. The value
of any funds deposited with an insurance company under 3.03 shall be the amount
withdrawable to pay benefits at any time as determined by the Investment
Committee. The determination of the value of the trust fund by the Trustee, or
by such person or persons believed by the Trustee to be competent to make such
determination as the Trustee shall select, shall be conclusive and binding upon
the Plans and the participants
11
<PAGE>
and beneficiaries thereof, the Company, its affiliates and subsidiaries and the
Investment and Retirement Committees, and the Trustee may rely for all
purposes upon certified appraisal or other form of valuation submitted to it.
4.03 Accountings
4.03-1 The Trustee shall furnish the Investment Committee and the
Retirement Committees with a complete accounting annually within 60 days after
the end of the trust year showing assets and liabilities and income and expense
for the year with respect to each Plan. The form and content of the accounting
shall be sufficient for each Retirement Committee to comply with reporting and
disclosure requirements under applicable law.
4.03-2 The Investment Committee or any Retirement Committee may
object to an accounting within 90 days after it is furnished and require that it
be settled by audit by a qualified, independent certified public accountant. The
auditor shall be chosen by the Trustee from a list of at least five such
accountants furnished by the Investment Committee at the time the audit is
requested. Either the Investment Committee or the Trustee may require that the
account be settled by a court of competent jurisdiction in lieu of or in
conjunction with the audit. All expenses of any audit or court proceedings
including reasonable attorneys' fees shall be allowed as administrative expenses
of the trust.
4.03-3 If no Committee objects to an accounting within the time
provided, the account shall be settled for the period covered by it.
4.03-4 When an account is settled, it shall be final and binding on
all parties including the Company and all participants and persons claiming
through them.
4.04 Bonding
The Trustee need not give any bond or other security for performance
of its duties under this trust.
ARTICLE V
Successor Trustee
5.01 Resignation and Removal
5.01-1 The Trustee may resign at any time by notice to the
Investment Committee, which shall be effective in 60 days' unless the Investment
Committee and the Trustee agree otherwise.
12
<PAGE>
5.01-2 The Trustee may be removed by the Investment Committee on 30
days notice or shorter notice accepted by the Trustee.
5.01-3 Upon removal the Trustee shall begin transfer of assets to the
successor Trustee immediately. The transfer shall be completed within 30 days,
unless the Investment Committee extends the time limit.
5.02 Appointment of Successor
5.02-1 The Investment Committee may appoint any national or state
bank or trust company as a successor to replace the Trustee upon resignation or
removal. The appointment shall be effective when accepted in writing by the
successor Trustee who shall have all of the rights and powers of the Trustee
including ownership of the trust assets. The former Trustee shall execute any
instrument necessary or reasonably requested by the Investment Committee or the
successor Trustee to evidence the transfer.
5.02-2 The successor Trustee need not examine the records and acts of
any prior Trustee and may retain or dispose of existing trust assets. The
successor Trustee shall not be responsible for any action or inaction of any
prior Trustee or any other past event, any existing condition or any existing
assets.
5.03 Accountings; Continuity
5.03-1 If the Trustee resigns or is removed, it shall submit a final
accounting to the Investment Committee and the Retirement Committees as soon as
practicable. The accounting shall be received and settled as provided in 4.03
for regular accountings.
5.03-2 No resignation or removal of the Trustee or change in identity
of the Trustee for any reason shall terminate a Plan or this trust.
ARTICLE VI
Amendment and Termination
6.01 Amendment
6.01-1 The Investment Committee may amend this trust at any time by
written instrument executed and delivered to the Trustee, with the following
limitations:
(a) All amendments shall be signed by the Trustee.
(b) No amendment which affects the rights, duties or
responsibilities of the Trustee shall be effective without its
approval.
13
<PAGE>
(c) No amendment shall revest any of the trust fund in any
Employer or otherwise modify the trust so that it would not be for
the exclusive benefit of the eligible employees.
6.01-2 Amendments may be made effective retroactively to the extent
permitted by applicable law and regulations.
6.02 Termination
6.02-1 Any Plan may be terminated at any time. In such event the
Retirement Committee for the Plan shall give any required notice to the Pension
Benefit Guaranty Corporation and may request a ruling from the Internal Revenue
Service on the effect of termination on the qualification of the Plan and this
trust. The Trustee may decline to distribute under 6.02-2 until the notice has
been given and appropriate rulings issued.
6.02-2 Upon termination of a Plan, the sponsor of the Plan may
direct that the trust be continued with respect to the Plan to pay benefits as
they mature or be liquidated. If the trust fund is liquidated with respect to a
Plan it shall be distributed to the Plan's participants and beneficiaries in
accordance with the Plan.
6.02-3 In no event shall any part of the contributions or the
principal or income of this trust be paid to or revested in the Company or any
Employer or be used other than for the exclusive benefit of the participants and
their beneficiaries, except for return of contributions or recovery of an actual
surplus as provided in a Plan.
ARTICLE VII
General Provisions
7.01 Applicable Law
This trust shall be construed according to the laws of Oregon except
as preempted by federal law.
7.02 Agreement Binding on All Parties
This agreement shall be binding upon the successors and assigns of
any and all present and future parties.
7.03 Notices and Directions
Any notice or direction under this trust shall be in writing and
shall be effective when actually delivered or, if mailed, when deposited
postpaid in the United
14
<PAGE>
States mail. Mail shall be directed to the address stated in this trust or to
such other address as either party may specify by notice to the other party.
7.04 No Implied Duties
The duties of the Trustee shall be those stated in this trust, and
no other duties shall be implied.
7.05 Reliance on Information
The Trustee may accept as correct and rely on any information
furnished by an Employer, the Investment Committee or Retirement Committees. The
Trustee may not require an audit or disclosure of the records of any Employer.
7.06 Nondiscrimination
The Investment Committee, the Retirement Committees and the Trustee
shall to the fullest extent possible treat all persons similarly situated alike
under this trust.
7.07 Inalienability of Benefits and Interests
No distribution or payment under this trust to any participant or
beneficiary of the Plans shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether
voluntary or involuntary, and no attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be valid or
recognized by the Trustee, nor shall any such distribution or payment be in any
way liable for or subject to the debts, contracts, liabilities, engagements or
torts of any person entitled to such distribution or payment, except in the case
of any voluntary and revocable assignment of any benefit payment permitted by
law and except to such extent as may otherwise be required by law. If the
Trustee is notified by the Retirement Committee for a Plan that any such
participant or beneficiary has been adjudicated bankrupt or has purported to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
such distribution or payment, voluntarily or involuntarily, the Trustee shall,
if so directed by the Retirement Committee, hold or apply such distribution or
payment or any part thereof to or for the benefit of such participant or
beneficiary in such manner as the Retirement Committee shall direct.
7.08 No Merger, Consolidation or Transfer of Plan Assets or Liabilities
Anything herein to the contrary notwithstanding, the trust shall
under no circumstances be so operated as to permit, and nothing herein contained
shall be deemed to authorize, any merger, consolidation, or transfer of the
assets or liabilities of any of the Plans with or to any other plan except in
compliance with the provisions
15
<PAGE>
of the Employee Retirement Income Security Act of 1974, as amended (the "Act")
and the Code which are applicable to such mergers, consolidations, or transfers.
ARTICLE VIII
Liability of Trustee; Indemnification
8.01 Enforcement of Agreement
To protect the trust from expenses which might otherwise be incurred,
to the extent permitted by the law the Company shall have the sole authority to
enforce this Agreement on behalf of all persons claiming any interest in the
trust or under any Plan, and no other person may institute or maintain any
action or proceeding against the Trustee or the trust in the absence of written
authority from the Company or judgment of a court of competent jurisdiction
that in refusing authority the Company acted fraudulently or in bad faith.
8.02 Indemnification of Trustee; Limitation on Liability
8.02-1 The Company hereby agrees to indemnify the Trustee,
individually and as Trustee under this agreement, and its directors, officers
and employees, and to hold it and them harmless from and against any claim,
liability, loss, damage or expense which may be asserted against it or them by
reason of any action taken or omitted by or on behalf of the Trustee at the
direction of, or in reliance on, information provided by, the Investment
Committee, the Company or the Retirement Committee for a Plan.
8.02-2 The Trustee and its directors, officers and employees shall
not be liable for any claims, loss, damage or expense which may be asserted
against it or them by reason of any action taken or omitted by or on behalf of
the Trustee at the direction
16
<PAGE>
of, or in reliance on information provided by, any investment manager appointed
for a Plan.
Company PACIFICORP
By /s/ Robert F. Lanz
-------------------------
Name: Robert F. Lanz
Title:
Executed: January 9, 1995.
Trustee THE BANK OF NEW YORK
By /s/ Richard J. Barry
-------------------------
Name: Richard J. Barry
Title: Vice President
Executed: January 11, 1995.
17
