Common use of Direction by Investment Manager(s) Clause in Contracts

Direction by Investment Manager(s). (1) The Investment Manager(s) designated by the Committee to manage any portion of the Trust shall have authority, subject to the Investment Policy and to the terms of the applicable Investment Manager Agreement, to manage, acquire, and dispose of the assets of the Trust, or a portion thereofas the case may be. The Investment Manager(s) is authorized to invest in the securities meeting the requirements of Section 5.01(4) and pursuant to the Investment Policy. The Investment Manager(s) shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issueand place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall execute and deliver the appropriate trading authorizations. Written notification of the issuance of each such authorization shall be given promptly to the Trustee by the Investment Manager(s), and the Investment Manager(s) shall cause the execution of such order to be confirmed in writing to the Trustee by the broker or dealer. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be. (2) The authority of the Investment Manager(s) and the terms and conditions of the appointment and retention of the Investment Manager(s) shall be the responsibility solely of the Committee, and the Trustee shall not be deemedto be a party to or to have any obligations under any agreement with the Investment Manager(s). Any duty of supervision or review of the acts, omissions or overall performance of the Investment Manager(s), shall be the exclusive responsibility of the Committee, and except as provided in Section 4.05 herein, the Trustee shall have no duty to review any securities or other assets purchased by the Investment Manager(s), or to make suggestions to the Investment Manager(s) or to the Committee with respectto the exercise or nonexercise of any power by the Investment Manager(s). (3) Unless the Trustee participates knowingly in, or knowingly undertakes to conceal an act or omission of an Investment Manager(s) knowing such act or omission to be a breach of the fiduciary responsibility of the Investment Manager(s), the Trustee shall be under no liability for any loss of any kind which may result by reason of any action taken by it in accordance with any direction of the Investment Manager(s). In any event, the Trustee shall be under no liability for any loss of any kind by reason of changes in value of the investments purchased, sold, or retained by the Investment Manager(s), nor for the risk or diversification of the portfolio, nor for the turnover of theinvestments, nor for any other aspect of portfolio for which an Investment Manager(s) has been appointed.

Direction by Investment Manager(s). (1) The Investment Manager(s) designated by the Committee to manage any portion of the Trust shall have authority, subject to the Investment Policy and to the terms of the applicable Investment Manager Agreement, to manage, acquire, and dispose of the assets of the Trust, or a portion thereofas thereof as the case may be. The Investment Manager(s) is authorized to invest in the securities meeting the requirements of Section 5.01(4) and pursuant to the Investment Policy. The Investment Manager(s) shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issueand issue and place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall execute and deliver the appropriate trading authorizations. Written notification of the issuance of each such authorization shall be given promptly to the Trustee by the Investment Manager(s), and the Investment Manager(s) shall cause the execution of such order to be confirmed in writing to the Trustee by the broker or dealer. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be. (2) The authority of the Investment Manager(s) and the terms and conditions of the appointment and retention of the Investment Manager(s) shall be the responsibility solely of the Committee, and the Trustee shall not be deemedto deemed to be a party to or to have any obligations under any agreement with the Investment Manager(s). Any duty of supervision or review of the acts, omissions or overall performance of the Investment Manager(s), shall be the exclusive responsibility of the Committee, and except as provided in Section 4.05 herein, the Trustee shall have no duty to review any securities or other assets purchased by the Investment Manager(s), or to make suggestions to the Investment Manager(s) or to the Committee with respectto respect to the exercise or nonexercise of any power by the Investment Manager(s). (3) Unless the Trustee participates knowingly in, or knowingly undertakes to conceal an act or omission of an Investment Manager(s) knowing such act or omission to be a breach of the fiduciary responsibility of the Investment Manager(s), the Trustee shall be under no liability for any loss of any kind which may result by reason of any action taken by it in accordance with any direction of the Investment Manager(s). In any event, the Trustee shall be under no liability for any loss of any kind by reason of changes in value of the investments purchased, sold, or retained by the Investment Manager(s), nor for the risk or diversification of the portfolio, nor for the turnover of theinvestmentsthe investments, nor for any other aspect of portfolio for which an Investment Manager(s) has been appointed.

Direction by Investment Manager(s). (1a) The An Investment Manager(s) Manager designated by the Committee Company to manage any portion of the Trust an Investment Account shall have authority, subject authority to the Investment Policy manage and to direct the terms of the applicable Investment Manager Agreement, to manage, acquire, acquisition and dispose disposition of the assets of the Trust, or a portion thereofas thereof, as the case may be. The Investment Manager(s) is authorized , and the Trustee shall exercise the powers set forth in Article VIII only when, if, and in the manner directed by the Company in writing, and shall not be under any obligation to invest or otherwise manage any assets in the securities meeting the requirements of Section 5.01(4) and pursuant to the Investment PolicyAccount. The An Investment Manager(s) Manager shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issueand issue and place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall execute and deliver settle the transactions in accordance with the appropriate trading authorizations. Written The Company shall cause each Investment Manager to promptly provide to the Trustee written notification of each transaction and shall cause each such Investment Manager to confirm in writing (or cause the issuance broker or dealer to confirm in writing) the settlement of each such authorization shall be given promptly transaction to the Trustee by the Investment Manager(s), and the Investment Manager(s) shall cause the execution of such order to be confirmed in writing to the Trustee by the broker or dealerCompany. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be. All directions to the Trustee by an Investment Manager shall be in writing and shall be signed by a person who has been certified by such Investment Manager pursuant to Section 8.01 as authorized to give instructions or directions to the Trustee. (2b) Should an Investment Manager at any time elect to place security transactions directly with a broker or a dealer, the Trustee shall not recognize such transaction unless and until it has received instructions or confirmation of such fact from an Investment Manager. Should an Investment Manager direct the Trustee to utilize the services of any person with regard to the assets under its management or control, such instructions shall be in writing and shall specifically set forth the actions to be taken by the Trustee as to such services. In the event that an Investment Manager places security transactions directly or directs the utilization of a service, such Investment Manager shall be solely responsible for the acts of such persons. The sole duty of the Trustee as to such transactions shall be incident to its duties as custodian. (c) The authority of the an Investment Manager(s) Manager and the terms and conditions of the appointment and the retention of the an Investment Manager(s) Manager shall be the sole responsibility solely of the CommitteeCompany, and the Trustee shall not be deemedto deemed to be a party to or to have any obligations under any agreement with the an Investment Manager(s)Manager. Any duty of supervision or review of the acts, omissions or overall performance of the each Investment Manager(s), Manager shall be the exclusive responsibility of the CommitteeCompany, and except as provided in Section 4.05 herein, the Trustee shall have no duty to review any securities or other assets purchased by the an Investment Manager(s)Manager, or to make suggestions to the an Investment Manager(s) Manager or to the Committee Company with respectto respect to the exercise or nonexercise non-exercise of any power by the Investment Manager(s). (3) Unless the Trustee participates knowingly in, or knowingly undertakes to conceal an act or omission of an Investment Manager(s) knowing such act or omission to be a breach of the fiduciary responsibility of the Investment Manager(s), the Trustee shall be under no liability for any loss of any kind which may result by reason of any action taken by it in accordance with any direction of the Investment Manager(s). In any event, the Trustee shall be under no liability for any loss of any kind by reason of changes in value of the investments purchased, sold, or retained by the Investment Manager(s), nor for the risk or diversification of the portfolio, nor for the turnover of theinvestments, nor for any other aspect of portfolio for which an Investment Manager(s) has been appointedManager.