Common use of Appointment of Investment Managers Clause in Contracts

Appointment of Investment Managers. The Committee from time to time may appoint one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or any portion or portions of the Trust. The Committee may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShack. The Committee shall notify the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisers Act of 1940, or (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee shall notify and direct the Trustee in writing that another Investment Manager has been appointed, or in the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such event, the Trustee’s sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manager, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all the powers of the Trustee hereunder with respect to assets under its control but only to the extent that such powers relate to the investment of such assets.

Appointment of Investment Managers. The Committee from time Prior to time the date a Change of Control occurs, the Company, and after the date a Change of Control occurs, the Trustee, may appoint one or more investment managers (“Investment Managers (Managers”) which shall be banks, investment advisers registered under the Investment Advisers Act of 1940, or insurance companies, to direct the Trustee as that term is defined to the investment of all or a portion of the Fund for the exclusive benefit of the Participants and Beneficiaries, in accordance with the standards set forth in Section 3(38404(a) of ERISA) . Notwithstanding the foregoing, prior to manage the date a Change of Control occurs, the Company may appoint the Trustee (including the power to acquire and dispose of) all or any portion or portions of its affiliates) as an Investment Manager, if it is otherwise qualified to serve as an Investment Manager and in such instance, the Trustee shall have discretion over the investment of the TrustFund, subject to the provisions of Section 5.2 hereof. The Committee may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShack. The Committee Company shall notify the Trustee of the appointment of any Investment Manager (other than the Trustee) under this Section 5.9 by delivering to the Trustee (1) an executed copy of the agreement an instrument under which such the Investment Manager was appointed together with to act hereunder and setting forth the investment powers of the Investment Manager and (2) a written acknowledgment instrument executed by such the Investment Manager in which it acknowledges that it is: (a) has agreed to act as such. Any notice of appointment pursuant to this Section 5.9 shall constitute a fiduciary representation and warranty by the Company that the Investment Manager is qualified under and has been appointed in accordance with the provisions hereof. Notwithstanding anything herein contained to the contrary, during the term of its appointment, the Investment Manager shall have the sole responsibility for the investment and reinvestment of the portion of the Fund for which it was appointed to act, and, subject to the limitations on the types of appropriate investments set forth in Section 5.2 hereof, shall have full power in its discretion to direct the Trustee with respect to the Plan, (b) bonded as required exercise by ERISAit of its investment powers, and (c) either (i) registered as an investment advisor under including the Investment Advisers Act voting of 1940, or (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws shares. Pending receipt of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee shall notify and direct the Trustee in writing that another Investment Manager has been appointed, or in the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee shall determine the assets of the Trust to be allocated to the Investment Manager instructions from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect thereto and subject to any investment guidelines agreed to in writing from time to time pursuant to Section 5.2 hereof, any cash received by the management Trustee from time to time shall be invested by the Trustee in demand and investment term notes (including those commonly known as “master notes”) maturing not more than three years after the date of purchase thereof, United States Treasury bills, other government and agency obligations maturing not more than three years after the date of purchase thereof, group annuity or other contracts providing a guaranteed rate of return with a maturity not exceeding three years, certificates of deposit, commercial paper, government guaranteed paper, common or collective trust funds, money market mutual funds, other money market instruments, savings accounts or other deposits with a financial institution (including the Trustee, if a financial institution is serving as such) and part interests in any one or more of the assets then under control foregoing. The Company may terminate its appointment of an Investment Manager at any time and shall in writing notify the Trustee of such termination, and may thereafter appoint a successor Investment Manager in the same manner as provided above in this Section 5.9. Any successor Investment Manager shall thereafter, until its appointment is terminated, be deemed to be an “Investment Manager” for all purposes of this Agreement. If there shall be more than one Investment Manager, the portion of the Fund to be invested by each Investment Manager shall be held in a separate account and the powers and authority of each Investment Manager shall not incur any liability on account be divided as set forth in the instruments appointing such Investment Managers. So long as an Investment Manager (other than the Trustee or one of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such eventaffiliates) is serving as such, the Trustee’s sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty or obligation to question review the assets comprising any portion of the Fund managed by the Investment Manager, nor to review make any securities recommendations with respect to the investment or other property acquired reinvestment thereof, or retained at to determine whether any direction received from any Investment Manager is proper or within the direction terms of this Trust Agreement or to monitor the activities of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all the powers of the Trustee hereunder with respect to assets under its control but only to the extent that such powers relate to the investment of such assets.

Appointment of Investment Managers. The Committee Employer from time to time may appoint one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or any portion or portions of the Trust, except for that portion invested in Employer Stock. The Committee Employer may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee Employer shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShackthe Employer in accordance with the law, the Plan and this Agreement. The Committee Employer shall notify the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisers Act of 1940, or (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee Employer shall notify and direct the Trustee in writing that another Investment Manager has been appointedappointed in the place and stead of the first-named Investment Manager, or in the alternative, that the Investment Manager has been removed. The Trustee will be protected in relying upon any letter purporting to have been sent by the Investment Manager which it believes in good faith to be genuine. Except as limited by particular investment elections available to eligible employees under the Plan, in directing investments, the Investment Manager shall diversify the investments so as to minimize the risk of large losses, unless under the circumstances it is the Investment Manager’s opinion that it is clearly prudent not to do so. In each case where an Investment Manager is appointed, the Committee Employer shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee Trustee, and, in such event, the Trustee’s sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manager, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Investment Manager instructs the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all of the powers of the Trustee hereunder with respect to assets under its control control, but only to the extent that such powers relate to the investment of such assets.

Appointment of Investment Managers. The Committee Administrator from time to time may appoint one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or any portion or portions of the Trust. The Committee Administrator may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee Administrator shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShackin accordance with Section 15. The Committee Administrator shall notify the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (ai) a fiduciary with respect to the Plan, (bii) bonded as required by ERISA, and (ciii) either (iA) registered as an investment advisor under the Investment Advisers Act of 1940, or (iiB) a bank as defined in said Act, or (iiiC) an insurance company qualified to perform investment management services under the laws of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee Administrator shall notify and direct the Trustee in writing that another Investment Manager has been appointedappointed in the place and stead of the first-named Investment Manager, or in the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee Administrator shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such event, the Trustee’s 's sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manager, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all of the powers of the Trustee hereunder with respect to assets under its control but only to the extent that such powers relate to the investment of such assets. Notwithstanding any provision to the contrary elsewhere herein: (i) The Administrator may retain and exercise the powers of an Investment Manager with respect to all or any portion or portions of the Trust. The Administrator shall notify the Trustee in writing of any such reservation of powers and the Trustee shall be entitled to rely upon any such notice. In any such event, the Trustee shall carry out the written instructions of the Administrator with respect to the management and investment of the assets then under control of the Administrator and shall not incur any liability on account of its compliance with such instructions. The Trustee shall not incur any liability on account of its failure to exercise any of the powers retained by the Administrator because of the failure of the Administrator to give instructions for the management of the assets under the control of the Administrator. The Trustee shall be under no duty to question the Administrator, nor to review any securities or other property acquired or retained at the direction of the Administrator, nor to make any suggestions to the Administrator in connection therewith; and (ii) The Company may designate an Investment Manager as a named fiduciary with respect to the management of certain assets of the Trust, in which event such Investment Manager shall have the authority to appoint pursuant to this Section 8 one or more Investment Managers to manage (including the power to acquire and dispose of) all or any portion or portions of such assets, as if such named fiduciary were the Administrator. In such event all of the provisions of this Section 8 shall apply with such named fiduciary substituted for the Administrator.

Appointment of Investment Managers. The Committee from time Named Fiduciary shall have the power to time may appoint and remove one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including Managers, which may be the power to acquire and dispose of) all Master Trustee or any portion or portions an affiliate of the Trust. The Committee may enter into Master Trustee, as investment manager(s) for each Investment Fund established pursuant to Section 6.1 and shall monitor the investment performance of each such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee shall retain the right to remove and discharge any Investment Manager. The compensation If the Named Fiduciary appoints more than one Investment Manager for any one Investment Fund, the Named Fiduciary shall designate a specified portion of such Investment Managers shall Fund to be managed by each such Investment Manager, each such portion being referred to herein as a "Sub-Fund" of an expense payable Investment Fund. In its discretion, and upon prior written notice to the Master Trustee as agreed by RadioShack. The Committee shall notify the Named Fiduciary and the Master Trustee , the Named Fiduciary may change the percentage of the appointment assets of such Investment Fund that are allocated to the Sub-Funds thereunder. It is the Named Fiduciary's intent that all of the assets in each Investment Fund will, at all times, be subject to the management and control of an Investment Manager. If for whatever reason at any time there is no Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary in place with respect to any such assets, the Plan, (b) bonded Named Fiduciary shall become responsible for such assets as required by ERISA, and (c) either (i) registered as an investment advisor under if it were the Investment Advisers Act of 1940Manager and, or (ii) in such event, all references to Investment Manager herein with respect to such assets shall be references to the Named Fiduciary. Except as may be provided in a bank as defined in said Act, or (iii) an insurance company qualified to perform separate investment management services under agreement, the laws of more than one state Master Trustee shall not be responsible, directly or indirectly, for the investment or reinvestment of the United Statesassets of the Master Trust Fund, which investment and reinvestment (including, without limitation, all actions taken by the Master Trustee at the direction of the Investment Manager in connection therewith) shall be the sole responsibility of the Investment Manager with respect to such assets. The Master Trustee shall be entitled to rely upon such notice until such time as the Committee shall notify and direct the Trustee in writing that another Investment Manager has been appointed, or in the alternative, that the Investment Manager has been removed. In each case where entirely on an Investment Manager is appointedManager's directions, the Committee shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such event, the Trustee’s sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any determine or make inquiry whether an Investment Manager's directions received by it are in accordance with the provisions of the Participating Trusts, nor the Plans or applicable law, and shall have no duty to review any securities or recommend the sale, retention, or other property acquired disposition of any assets purchased or retained at the direction of any in accordance with an Investment Manager's directions. Except as provided by ERISA, nor to make any suggestions to any Investment Manager in connection therewith. The the Master Trustee shall have no obligation to vote upon liability for any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as loss to the voting Master Trust Fund resulting from the purchase, sale, or retention of any assets or the taking of any other action in accordance with an Investment Manager's directions, or resulting from not having sold such securities within a reasonable time before assets so purchased or retained or from not having taken any other action in the time for voting thereof expires. Each absence of an Investment Manager shall have the authority Manager's directions, to exercise all the powers of the Trustee hereunder with respect to assets under its control but only to the extent that make such powers relate to the investment of such assetssale or take any other action.

Appointment of Investment Managers. The Committee Administrator from time to ---------------------------------- time may appoint one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or any portion or portions of the Trust. The Committee Administrator may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee Administrator shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShackin accordance with Section 14. The Committee Administrator shall notify the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisers Act of 1940, or (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee Administrator shall notify and direct the Trustee in writing that another Investment Manager has been appointedappointed in the place and stead of the first-named Investment Manager, or in the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee Administrator shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such event, the Trustee’s 's sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manager, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all of the powers of the Trustee hereunder with respect to assets under its control but only to the extent that such powers relate to the investment of such assets. Notwithstanding any provision to the contrary elsewhere herein: (i) The Administrator may retain and exercise the powers of an Investment Manager with respect to all or any portion or portions of the Trust. The Administrator shall notify the Trustee in writing of any such reservation of powers and the Trustee shall be entitled to rely upon any such notice. In any such event, the Trustee shall carry out the written instructions of the Administrator with respect to the management and investment of the assets then under control of the Administrator and shall not incur any liability on account of its compliance with such instructions. The Trustee shall not incur any liability on account of its failure to exercise any of the powers retained by the Administrator because of the failure of the Administrator to give instructions for the management of the assets under the control of the Administrator. The Trustee shall be under no duty to question the Administrator, nor to review any securities or other property acquired or retained at the direction of the Administrator, nor to make any suggestions to the Administrator in connection therewith; and (ii) The Company may designate an Investment Manager as a named fiduciary with respect to the management of certain assets of the Trust, in which event such Investment Manager shall have the authority to appoint pursuant to this Section 8 one or more Investment Managers to manage (including the power to acquire and dispose of) all or any portion or portions of such assets, as if such named fiduciary were the Administrator. In such event all of the provisions of this Section 8 shall apply with such named fiduciary substituted for the Administrator.

Appointment of Investment Managers. The Committee 5.1 Notwithstanding anything in this Agreement to the contrary, the Company shall have the right from time to time may to appoint and remove an investment manager and to direct the segregation of any part or all of the Trust Fund into one or more Investment Managers (accounts, to be known as that term is defined "investment manager accounts" and if it does so, it shall appoint in Section 3(38) of ERISA) individual, partnership or corporation as investment manager to manage (including the power to acquire and dispose of) all or any portion or portions of the TrustTrust Fund so segregated. The Committee may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be An "investment manager" is a fiduciary other than an expense payable by RadioShack. The Committee shall notify ERISA "named fiduciary" or the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either this instrument who: (i) has the power to manage, acquire, or dispose of any portion of the Trust Fund; (ii) is registered as an investment advisor adviser under the Investment Advisers Act of 1940, or (ii) is a bank as defined in said that Act, or (iii) or is an insurance company qualified to perform investment management services under the laws service described herein; and (iii) has acknowledged in writing that it is a fiduciary with respect to the plan. Written notice of more than one state of the United States. The Trustee any such appointment or removal shall be entitled given to rely upon such notice until such time the Trustee and the investment manager so appointed. As long as the Committee investment manager is acting, such investment manager shall notify and direct the Trustee in writing that another Investment Manager has been appointed, or in to invest and the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee Trustee shall determine invest the assets of the investment manager account in such bonds, notes, debentures, mortgages, equipment trust certificates, preferred or common stocks (including Company Stock), registered investment companies, insurance and annuity contracts, or in such other property, real or personal, as the investment manager deems advisable. The investment manager shall have full authority and the responsibility to direct the Trust to be allocated with respect to the Investment Manager acquisition, retention, management, and disposition of all of the assets from time to time comprising the investment manager account being managed by such investment manager and shall issue appropriate instructions to the voting of proxies thereon, and the Trustee with respect thereto. The Trustee shall carry out have no duty or obligation to review the written instructions of any Investment Manager assets from time to time comprising such investment manager account, to make recommendations with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee andinvestment, in such eventreinvestment, the Trustee’s sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manageror retention thereof, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as with respect to the voting of proxies thereon, nor to determine whether any direction from such securities investment manager is proper or within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all the powers terms of the Trustee hereunder with respect to assets under its control but only to the extent that such powers relate to the investment of such assetsthis Agreement.

Appointment of Investment Managers. The Committee Co-Trustees from time to time may appoint one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or any portion or portions of the Trust. The Committee Co-Trustees may enter into such agreements setting forth the terms and conditions of any such appointment as it determines they determine to be appropriate. The Committee Co-Trustees shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShackin accordance with Section 15. The Committee Co-Trustees shall notify the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisers Act of 1940, or (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee Co-Trustees shall notify and direct the Trustee in writing that another Investment Manager has been appointedappointed in the place and stead of the first-named Investment Manager, or in the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee Co-Trustees shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such event, the Trustee’s 's sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manager, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all of the powers of the Trustee hereunder with respect to assets under its control but only to the extent that such powers relate to the investment of such assets.. Notwithstanding any provision to the contrary elsewhere herein: (i) The Co-Trustees may retain and exercise the powers of an Investment Manager with respect to all or any portion or portions of the Trust. The Co-Trustees shall notify the Trustee in writing of any such reservation of powers and the Trustee shall be entitled to rely upon any such notice. In any such event, the Trustee shall carry out the written instructions of the Co-Trustees with respect to the management and investment of the assets then under control of the Co-Trustees and shall not incur any liability on account of its compliance with such instructions. The Trustee shall not incur any liability on account of its failure to exercise any of the powers retained by the Co-Trustees because of the failure of the Co-Trustees to give instructions for the management of the assets under the control of the Co-Trustees. The Trustee shall be under no duty to question the Co-Trustees, nor to review any securities or other property acquired or retained at the direction of the Co-Trustees, nor to make any suggestions to the Co-Trustees in connection therewith; and

Appointment of Investment Managers. The Committee Administrator from time to time may appoint one or more Investment Managers (as that term is defined in Section 3(38) of ERISA) to manage (including the power to acquire and dispose of) all or any portion or portions of the Trust. The Committee Administrator may enter into such agreements setting forth the terms and conditions of any such appointment as it determines to be appropriate. The Committee Administrator shall retain the right to remove and discharge any Investment Manager. The compensation of such Investment Managers shall be an expense payable by RadioShackin accordance with Section 14. The Committee Administrator shall notify the Trustee of the appointment of any Investment Manager by delivering to the Trustee an executed copy of the agreement under which such Investment Manager was appointed together with a written acknowledgment by such Investment Manager that it is: (a) a fiduciary with respect to the Plan, (b) bonded as required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisers Act of 1940, or (ii) a bank as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one state of the United States. The Trustee shall be entitled to rely upon such notice until such time as the Committee Administrator shall notify and direct the Trustee in writing that another Investment Manager has been appointedappointed in the place and stead of the first-named Investment Manager, or in the alternative, that the Investment Manager has been removed. In each case where an Investment Manager is appointed, the Committee Administrator shall determine the assets of the Trust to be allocated to the Investment Manager from time to time and shall issue appropriate instructions to the Trustee with respect thereto. The Trustee shall carry out the written instructions of any Investment Manager with respect to the management and investment of the assets then under control of such Investment Manager and shall not incur any liability on account of its compliance with such instructions. Purchase and sale orders may be placed without the intervention of the Trustee and, in such event, the Trustee’s 's sole obligation shall be to make payment for purchased securities and deliver those that have been sold when advised of the transaction. The Trustee shall not incur any liability on account of its failure to exercise any of the powers delegated to any Investment Manager because of the failure of such Investment Manager to give instructions for the management of the assets under the control of such Investment Manager. The Trustee shall be under no duty to question any Investment Manager, nor to review any securities or other property acquired or retained at the direction of any Investment Manager, nor to make any suggestions to any Investment Manager in connection therewith. The Trustee shall have no obligation to vote upon any securities over which the Investment Manager has investment management control unless the Trustee is instructed in writing by the Investment Manager as to the voting of such securities within a reasonable time before the time for voting thereof expires. Each Investment Manager shall have the authority to exercise all of the powers of the Trustee hereunder with respect to assets under its control but but-only to the extent that such powers relate to the investment of such assets.