Common use of Appointment of Investment Manager Clause in Contracts

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the Trust. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“"Investment Manager”") to direct the investment and reinvestment of all or any portion of the TrustTrust Fund. Any such Investment Manager shall either either: (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“"Investment Advisers Act”"); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a4.03(a). Such notice shall include: (i) a specification of the portion of the Trust Fund to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i4.03(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s 's acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the TrustPlan; and (viivi) if applicable, a certificate evidencing the Investment Manager’s 's current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 4.03 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.34.03. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with this Section 3.44.03, for the investment and reinvestment of the portion of the Trust previously Fund theretofore managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.34.03. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. The Committee may delegate investment management authority pertaining to all or a portion of the Plan assets by appointing an Investment Manager(s) and may authorize payment of the fees and expenses of the Investment Manager(s) from the Plan assets. For purposes of this Agreement, any Investment Manager so appointed shall, during the period of appointment, possess fully and absolutely those powers, rights and duties of the Trustee (to the extent delegated by the Committee) regarding the investment or reinvestment of that portion of the Plan assets over which the Investment Manager has investment management authority. An Investment Manager must be one (1) of the following: (a) The Committee may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the Trust. Any such Investment Manager shall either (i) be Advisor registered as an investment adviser under the Investment Advisers Advisors Act of 1940, as amended 1949; (“Investment Advisers Act”); (iib) be a bank, as defined in the Investment Advisers ActAdvisors Act of 1940; or or (iiic) be an insurance company qualified to perform investment services manage, acquire, or dispose of Plan assets under the laws of more than one (1) state. (b) The Committee . Any Investment Manager shall give written notice acknowledge in writing to the party making the appointment and to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of respecting the Trust; Plan. During any period when the Investment Manager is appointed and (vii) if applicableserving, and regarding those assets in the Plan over which the Investment Manager exercises investment management authority, the Trustee's responsibility shall be limited to holding assets as a certificate evidencing custodian, providing accounting services, disbursing benefits as authorized, and executing investment instructions only as directed by the Investment Manager’s current registration under . Any certificates or other instrument duly signed by the Investment Advisers Act. For purposes of this Agreement, Manager (or the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as authorized representative of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager), until such time as a successor Investment Manager has been duly appointed pursuant purporting to this Section 3.3. (d) The Trustee may rely and act upon evidence any certificateinstruction, notice direction or direction order of the Investment Manager regarding the investment of those assets of the Plan over which the Investment Manager has investment management authority, shall be accepted by the Trustee believes as conclusive proof thereof. The Trustee also shall be fully protected in acting in good faith on any notice, instruction, direction, order, certificate, opinion, letter, telegram or other document believed by the Trustee to be genuine and to have been signed be from the Investment Manager (or the authorized representative of the Investment Manager). The Trustee shall not be liable for any action taken or omitted by the Investment Manager or for any mistakes of judgment or other action made, taken or omitted by the Trustee in good faith on direction of the Investment Manager.

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the Trust. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“"Investment Manager”") to direct the investment and reinvestment of all or any portion of the TrustTrust Fund. Any such Investment Manager shall either either: (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“"Investment Advisers Act”"); (ii) be a bank, as defined in the Investment Advisers Act; or (iiiii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a4.03(a). Such notice shall include: (i) a specification of the portion of the Trust Fund to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i4.03(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s 's acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment acknowledgement by the Investment Manager that it is a fiduciary of the TrustPlan; and (viivi) if applicable, a certificate evidencing the Investment Manager’s 's current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 4.03 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.34.03. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with this Section 3.44.03, for the investment and reinvestment of the portion of the Trust previously Fund theretofore managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.34.03. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) The Committee may, Participant may appoint in its discretion, appoint writing an investment manager or managers to manage (“Investment Manager”including power to acquire and dispose of) to direct any assets in the investment and reinvestment of all or any portion of the TrustCustodial Account. Any such Investment Manager investment manager shall either (i) be registered as an investment adviser advisor under the Investment Advisers Advisors Act of 1940. If investment of the Custodial Account is to be directed by an investment manager, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee Participant shall give written notice deliver to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) Custodian a copy of the instruments appointing the Investment Manager investment manager and evidencing the Investment Manager’s investment manager's acceptance of the such appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment acknowledgement by the Investment Manager investment manager that it is a fiduciary of the Trust; fiduciary, and (vii) if applicable, a certificate evidencing the Investment Manager’s investment manager's current registration under the Investment Advisers said Act. For purposes of this Agreement, The Custodian shall be fully protected in relying upon such instruments and certificate until otherwise notified in writing by the appointment of an Investment Manager pursuant to this Section 3.3 Participant. The Custodian shall become effective as follow the directions of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for investment manager regarding the investment and reinvestment of amounts in the Custodial Account, or such portion thereof as shall be under management by the investment manager. The Custodian shall be under no duty or obligation to review any investment to be acquired, held or disposed of pursuant to such directions nor to make any recommendations with respect to the disposition or continued retention of any such investment or the exercise or nonexercise of the Trust previously managed powers. Therefore, and in accordance with section 405(d)(1) of ERISA, the Custodian shall have no liability or responsibility for acting or not acting pursuant to the direction of, or failing to act in the absence of any direction from the investment manager, unless the Custodian knows that by such Investment Manager, until such time as action or failure to act it would be itself committing or participating in a successor Investment Manager has been duly appointed breach of fiduciary duty by the investment manager. The Participant hereby agrees to indemnify the Custodian and hold it harmless from and against any claim or liability which may be asserted against the Custodian by reason of its acting or not acting pursuant to this Section 3.3. (d) any direction from the investment manager or failing to act in the absence of any such direction. The Trustee investment manager at any time and from time to time may rely issue orders for the purchase or sale of securities directly to the Broker; and act in order to facilitate such transaction, the Custodian upon request shall execute and deliver appropriate trading authorizations. Written notification of the issuance of each such order shall be given promptly to the Custodian by the investment manager, and the execution of each such order shall be confirmed by written advice via confirms or otherwise to the Custodian by the Broker. The Custodian shall be under no duty to question any certificate, notice or direction of the Investment Manager which Participant or investment manager to review any securities or other property held under the Trustee believes Custodial Account or to be genuine and make suggestions to have been signed by the Investment ManagerParticipant, or investment manager with respect to the investment, retention or disposition of any assets held in the Custodial Account.

Appointment of Investment Manager. (a) The Committee Plan Administrator may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the TrustTrust Fund. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee Plan Administrator shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(asection 2.3(a). Such notice shall include: (i) a specification of the portion of the Trust Fund to which the appointment applies; (ii) a certification by the Committee Plan Administrator that the Investment Manager satisfies the requirements of Section 3.3(a)(isection 2.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the TrustPlan; and (viivi) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 section 2.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee Plan Administrator shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3section 2.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee Plan Administrator shall be responsible, in accordance with Section 3.4section 2.4, for the investment and reinvestment of the portion of the Trust previously Fund theretofore managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3section 2.3. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) The Committee mayEmployer may appoint one or more investment managers, in its discretionincluding any entities affiliated with the Trustee, appoint an investment manager (“Investment Manager”) who shall have the power to direct the investment and reinvestment manage, acquire, or dispose of all or any such portion of the Trust. Any such Investment Manager assets of the Trust as the Employer shall either determine subject to the following: (i) An investment manager shall act in accordance with the provisions of an investment management agreement entered into between it and the Employer, an executed copy of which investment management agreement shall be filed with the Trustee; (ii) Each such investment manager must be registered as an investment adviser under the Investment Advisers Act of 1940, and shall provide investment advice on a discretionary or nondiscretionary basis with respect to that portion of the assets of the Trust as amended (“Investment Advisers Act”); (iithe Employer shall specify from time to time by written direction(s) be a bank, as defined in to the Investment Advisers Act; or Trustee; (iii) The indicia of ownership of the assets of the Trust shall be held by the Trustee at all times; (iv) Any entity affiliated with the Trustee may act as broker or dealer to execute transactions, including the purchase of any securities directly distributed, underwritten, or issued by an insurance company qualified entity affiliated with the Trustee, at standard commission rates, mxxx-ups or concessions, and to perform provide other management or investment services under with respect to such trust, including the laws custody of more than one state.assets; (bv) The Committee shall give written notice Any direction provided to the Trustee by an investment manager shall be provided in writing or given orally and confirmed in writing, or by telephonic or electronic methods acceptable to the Trustee as soon as practicable. Alternatively, an investment manager may provide investment instructions directly to the broker or dealer and receipt by the Trustee of a confirmation of the appointment transaction from the broker or dealer shall be conclusive evidence of an Investment Manager pursuant such transactions. In either case, the Trustee shall have the authority within twenty-four (24) hours of receipt of such direction from the investment manager or confirmation of a transaction to Section 3.3(a). Such notice shall include: instruct the investment manager to rescind the transaction if the Trustee determines that the investment is inconsistent with its operational or administrative requirements; and (ivi) a specification of The Trustee may pay any such investment manager for any such services from the portion assets of the Trust without reduction for any fees or compensation paid to which the appointment appliesTrustee for its services as trustee. Notwithstanding any other provision of the Trust Agreement to the contrary, with respect to the investment of the assets of the Trust managed by an investment manager, the Trustee shall have only the duty to follow the directions of the investment manager and the Trustee shall not be liable to anyone: (I) for an act or omission of the investment manager with respect to the investment of such assets; (II) for failing to act with respect to the investment or reinvestment of such assets absent direction from the investment manager; or (iiIII) a certification by for failing to invest, periodically review or otherwise deal with the Committee that investment of such assets. In the Investment Manager satisfies event the requirements Employer is Insolvent for purposes of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of 3 and the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as Employer fails to the manner in which the Investment Manager is authorized to give provide effective investment instructions to the TrusteeTrustee as provided in Section 5(a), including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration Trustee may appoint one or more investment advisers who are registered as investment advisers under the Investment Advisers Act. For purposes Act of this Agreement1940, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as who may be affiliates of the effective date Trustee, to provide investment advice on a discretionary or non-discretionary basis with respect to all or a specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3. (d) The Trustee may rely and act upon any certificate, notice or direction assets of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment ManagerTrust.

Appointment of Investment Manager. (a) The Committee mayEmployer may appoint one or more investment managers, in its discretionincluding any entities affiliated with the Trustee, appoint an investment manager (“Investment Manager”) who shall have the power to direct the investment and reinvestment manage, acquire, or dispose of all or any such portion of the Trust. Any such Investment Manager assets of the Trust as the Employer shall either determine subject to the following: (i) An investment manager shall act in accordance with the provisions of an investment management agreement entered into between it and the Employer, an executed copy of which investment management agreement shall be filed with the Trustee; (ii) Each such investment manager must be: (i) registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be if not registered as an investment adviser under such Act because of paragraph (1) of Section 203A(a) of such Act, is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business and satisfied any applicable filing requirements; (iii) a bank, as defined in the Investment Advisers said Act; or (iiiiv) be an insurance company qualified to perform investment services manage, acquire and dispose of the assets of the Plan under the laws of more than one state.state of the United States; or (v) an independent third party that shall be designated or appointed by the Employer, and that shall provide investment advice on a discretionary or nondiscretionary basis with respect to that portion of the assets of the Trust as the Employer shall specify from time to time by written direction(s) to the Trustee; (biii) The Committee indicia of ownership of the assets of the Trust shall give written notice be held by the Trustee at all times, unless another custodian is appointed by the Employer; (iv) Any entity affiliated with the Trustee may act as broker or dealer to execute transactions, including the purchase of any securities directly distributed, underwritten, or issued by an entity affiliated with the Trustee, at standard commission rates, xxxx-ups or concessions, and to provide other management or investment services with respect to such trust, including the custody of assets; (v) Any direction provided to the Trustee by an investment manager shall be provided in writing or given orally and confirmed in writing, or by telephonic or electronic methods acceptable to the Trustee as soon as practicable. Alternatively, an investment manager may provide investment instructions directly to the broker or dealer and receipt by the Trustee of a confirmation of the appointment transaction from the broker or dealer shall be conclusive evidence of an Investment Manager pursuant such transactions. In either case, the Trustee shall have the authority within twenty-four (24) hours of receipt of such direction from the investment manager or confirmation of a transaction to Section 3.3(a). Such notice shall include: instruct the investment manager to rescind the transaction if the Trustee determines that the investment is inconsistent with its operational or administrative requirements; and (ivi) a specification of The Trustee may pay any such investment manager for any such services from the portion assets of the Trust without reduction for any fees or compensation paid to which the appointment applies; (ii) a certification Trustee for its services as trustee. Notwithstanding any other provision of the Trust Agreement to the contrary, with respect to the investment of the assets of the Trust managed by an investment manager, the Trustee shall have only the duty to follow the directions of the investment manager and the Trustee shall not be liable to anyone and shall be completely indemnified and held harmless by the Committee that Employer: (I) for an act or omission of the Investment Manager satisfies investment manager (including an act or omission by the requirements Trustee pursuant to the direction of the investment manager) with respect to the investment of such assets; (II) for failing to act with respect to the investment or reinvestment of such assets absent direction from the investment manager; or (III) for failing to invest, periodically review, diversify or otherwise deal with the investment of such assets. In the event the Employer is Insolvent for purposes of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of 3 and the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as Employer fails to the manner in which the Investment Manager is authorized to give provide effective investment instructions to the TrusteeTrustee as provided in Section 5(a), including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration Trustee may appoint one or more investment advisers who are registered as investment advisers under the Investment Advisers Act. For purposes Act of this Agreement1940, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as who may be affiliates of the effective date Trustee, to provide investment advice on a discretionary or non-discretionary basis with respect to all or a specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3. (d) The Trustee may rely and act upon any certificate, notice or direction assets of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment ManagerTrust.

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the Trust. Any such Investment Manager shall either either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (vinstruction;(v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. In the event Named Fiduciary appoints an investment manager (aas contemplated in Section 402(c)(3) The Committee mayof ERISA) in the future, in its discretion, this section would apply. Named Fiduciary may appoint an investment manager (“Investment Manager”) with respect to direct the investment and reinvestment of some or all or any portion of the Trust. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion assets of the Trust to which the appointment applies; (ii) a certification as directed by the Committee Named Fiduciary. The authority of the investment manager shall not begin until Trustee receives from Named Fiduciary notice satisfactory to Trustee that the Investment Manager satisfies investment manager has been appointed and that such investment manager meets the requirements of Section 3.3(a)(i), (ii3(38) or (iii); (iii) of ERISA and will be a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as fiduciary with respect to the manner in relevant assets within the meaning of ERISA . The investment manager's authority shall continue until Trustee receives similar notice that the appointment has been rescinded. The assets with respect to which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions a particular investment manager has been appointed shall be segregated from all other assets held by Trustee under this Trust Agreement and the number investment manager shall have the duty and power to direct Trustee in every aspect of signatures required for any written instruction; (v) a specimen signature of their investment. Trustee shall follow the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment directions of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for investment manager regarding the investment and reinvestment of the Trust, or such portion thereof as shall be under management by the investment manager, and shall be under no duty or obligation to review any investment to be acquired, held or disposed of pursuant to such directions nor make any recommendations with respect to the Trust previously disposition or continued retention of any such investment unless required to do so by applicable law. Trustee shall have no liability or responsibility for acting without question on the direction of, or failing to act in the absence of any direction from, an investment manager, unless Trustee has knowledge that by such action or failure to act it will be participating in or undertaking to conceal a breach of fiduciary duty by that investment manager. Upon request, Trustee shall execute appropriate powers of attorney authorizing an investment manager appointed hereunder to exercise the powers and duties of trustee. Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued or given by an investment manager which Trustee believes (i) to be genuine, and (ii) to have been issued or given by such investment manager. An investment manager shall certify in a timely manner, at the request of Trustee, the value of any securities or other property held in any fund managed by such Investment Managerinvestment manager, until and such time certification shall be regarded as a successor Investment Manager has been duly appointed pursuant direction with regard to this Section 3.3such valuation. Trustee shall be entitled to conclusively rely upon such valuation. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by Named Fiduciary or Sponsor to validate such oral directions. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) The Committee may, Named Fiduciary may in its discretion, writing appoint an investment manager (“Investment Manager”) or managers to direct assume responsibility for the investment and reinvestment of all or any portion or all of the Trustassets of the Trust Fund for such time as the Named Fiduciary may determine and, unless such power is reserved to the Named Fiduciary, for directing the Trustee to vote or refrain from voting any stocks, bonds or other securities held in the Trust over which the investment manager has investment responsibility and to exercise or refrain from exercising any rights to subscribe for additional stocks, bonds or other securities appurtenant to such securities. Any Communication of such Investment Manager appointment to the Trustee by the Named Fiduciary shall either constitute an allocation to the investment manager of fiduciary responsibility for the part of the Trust Fund subject to its management and control. If the Plan gives a Participant investment control over the assets in his account, the Participant may appoint an investment manager; in such a case, references to the Named Fiduciary in this Section 3.4 will be deemed to be references to the Participant. (b) The Employer shall ascertain and shall certify to the Trustee that any investment manager appointed hereunder is (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); 1940 or (ii) be a bank, as defined in that Act, and that the Investment Advisers Act; instrument or (iii) be instruments appointing an insurance company qualified investment manager and evidencing the investment manager’s acceptance of such appointment contains an acknowledgment by the investment manager that it is a fiduciary with respect to perform investment services under the laws of more than one statePlan. (bc) The Committee shall give written notice investment manager(s) will have sole responsibility for the investment and, unless reserved to the Trustee of Named Fiduciary, the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification voting and subscription action of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) Fund under its or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions their respective management and the number of signatures required for any written instruction; (v) a specimen signature Trustee shall take such action only upon the proper instructions of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable. The Trustee will not be liable for, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreementor obligated to inquire into, the appointment acts or omissions of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously any investment manager appointed pursuant to this Section 3.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3hereunder. (d) The investment manager shall from time to time certify to the Trustee may rely and act upon any certificate, notice or direction the name of the Investment Manager which person or persons authorized to act on behalf of the investment manager hereunder, and furnish the Trustee believes a specimen of the signature of any such person. Any person so certified shall be deemed to be genuine and the authorized representative of the investment manager. When any person so certified shall cease to have been authority to act on behalf of the investment manager, the investment manager shall promptly give notice to that effect to the Trustee. Until such notice is received by the Trustee, such person shall continue to be an authorized representative. (e) All directions to the Trustee by the investment manager shall be in writing (provided that the Trustee may, in its discretion, accept oral directions subject to confirmation in writing) and shall be signed by an authorized representative of the Investment Managerinvestment manager (as described above). Notwithstanding anything herein to the contrary, the Trustee shall be fully protected in acting in accordance with the following types of directions, to the same extent as if such directions were given by the investment manager in writing: (i) directions with respect to securities transactions (including, without limitation, the affirmation and/or confirmation of such transactions) received by it through a system or arrangement for the coordination of securities transaction settlements operated by Depository Trust Company or by any other central securities depository, securities clearing organization, or book-entry system which serves to link investment managers, securities brokers, and custodian banks; and (ii) directions (including, without limitation, the affirmation and/or confirmation of transactions) received by the Trustee through authenticated telecommunications facilities, including, without limitation, communications effected directly between electro-mechanical or electronic devices, provided that the Trustee and the investment manager have agreed that such procedures afford adequate safeguards. The investment manager’s directions may be given as standing instructions. (f) If an investment manager resigns or is removed by the Named Fiduciary, the Named Fiduciary will promptly notify the Trustee and that portion of the Trust Fund will again be invested pursuant to Section 3.2 or 3.3 hereof until another investment manager has been appointed with respect to such portion of the Trust Fund.

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“"Investment Manager”") to direct the investment and reinvestment of all or any portion of the Trustan Investment Fund. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“"Investment Advisers Act”"); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee Plan Administrator shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(asection 2.3(a). Such notice shall include: (i) a specification of the portion of the Trust Fund to which the appointment applies; (ii) a certification by the Committee Plan Administrator that the Investment Manager satisfies the requirements of Section 3.3(a)(isection 2.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s 's acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment acknowledgement by the Investment Manager that it is a fiduciary of the TrustPlan; and (viivi) if applicable, a certificate evidencing the Investment Manager’s 's current registration under the Investment Advisers Act. For purposes of this AgreementAgree ment, the appointment of an Investment Manager pursuant to this Section 3.3 section 2.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee Plan Administrator shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3section 2.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4this section 2.3, for the investment and reinvestment of the portion of the Trust previously Fund theretofore managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3section 2.3. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) The Committee may, in its discretion, appoint an investment manager (“"Investment Manager”") to direct the investment and reinvestment of all or any portion of the TrustTrust Fund. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“"Investment Advisers Act”"); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) The Committee Plan Administrator shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(asection 2.3(a). Such notice shall include: (i) a specification of the portion of the Trust Fund to which the appointment applies; (ii) a certification by the Committee Plan Administrator that the Investment Manager satisfies the requirements of Section 3.3(a)(isection 2.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s 's acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the TrustPlan; and (viivi) if applicable, a certificate evidencing the Investment Manager’s 's current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 section 2.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) The Committee Plan Administrator shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3section 2.3. From and after the date on which the Trustee receives such notice, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4this section 2.3, for the investment and reinvestment of the portion of the Trust previously Fund theretofore managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3section 2.3. (d) The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.

Appointment of Investment Manager. (a) a. The Committee may, in its discretion, appoint an investment manager (“Investment Manager”) to direct the investment and reinvestment of all or any portion of the Trust. Any such Investment Manager shall either (i) be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”); (ii) be a bank, as defined in the Investment Advisers Act; or (iii) be an insurance company qualified to perform investment services under the laws of more than one state. (b) b. The Committee shall give written notice to the Trustee of the appointment of an Investment Manager pursuant to Section 3.3(a). Such notice shall include: (i) a specification of the portion of the Trust to which the appointment applies; (ii) a certification by the Committee that the Investment Manager satisfies the requirements of Section 3.3(a)(i), (ii) or (iii); (iii) a copy of the instruments appointing the Investment Manager and evidencing the Investment Manager’s acceptance of the appointment; (iv) directions as to the manner in which the Investment Manager is authorized to give instructions to the Trustee, including the persons authorized to give instructions and the number of signatures required for any written instruction; (v) a specimen signature of the Investment Manager; (vi) an acknowledgment by the Investment Manager that it is a fiduciary of the Trust; and (vii) if applicable, a certificate evidencing the Investment Manager’s current registration under the Investment Advisers Act. For purposes of this Agreement, the appointment of an Investment Manager pursuant to this Section 3.3 shall become effective as of the effective date specified in such notice, or, if later, as of the date on which the Trustee receives proper notice of such appointment. (c) c. The Committee shall give written notice to the Trustee of the resignation or removal of an Investment Manager previously appointed pursuant to this Section 3.3. If the Trustee has received notice that a Change in Control has occurred, the Trustee may remove any Investment Manager. From and after the date on which the Trustee removes an Investment Manager or receives such noticenotice of the resignation or removal of an Investment manager, or, if later, the effective date of the resignation or removal specified in such notice, the Committee shall be responsible, in accordance with Section 3.4, for the investment and reinvestment of the portion of the Trust previously managed by such Investment Manager, until such time as a successor Investment Manager has been duly appointed pursuant to this Section 3.3. (d) d. The Trustee may rely and act upon any certificate, notice or direction of the Investment Manager which the Trustee believes to be genuine and to have been signed by the Investment Manager.