Common use of Investment and Administration of the Fund Clause in Contracts

Investment and Administration of the Fund. Section 2.1.1. In accordance with the provisions of ERISA, the Trustee shall have exclusive authority and discretion to manage and control the Trust Fund; provided, however, that the Trustee's authority and discretion with respect to the Trust Fund shall at all times, except to the extent that an Investment Manager has been appointed pursuant to Section 2.5, be subject to the proper, written directions of the Committee which are made in accordance with the terms of the Plan and which are not contrary to ERISA (the "Committee's Directions"). The Trustee shall be entitled to rely entirely on the Committee's Directions, shall be under no duty to determine or make inquiry whether the Committee's Directions received by it are in accordance with the provisions of the Plan or applicable law, and shall have no liability and shall be fully indemnified by the Employer for any action taken in accordance with, or any failure to act in the absence of, the Committee's Directions. Section 2.1.2. If the Committee advises the Trustee that the Plan provides for individual accounts and permits each Participant to direct the investment of the assets in the Participant's account, then, pursuant to the Committee's Directions, the Trustee shall invest the assets in such account among the investment options established pursuant to Section 2.3 as directed by each such Participant in accordance with such procedures as are acceptable to the Trustee. If such procedures include the effecting of exchanges among the investment options established pursuant to Section 2.3 or otherwise directing the investment of the assets allocated to a Participant's account by use of the telephone system maintained for such purpose by the trustee or its agent, the Trustee shall be entitled to rely on any telephonic direction reasonably believed by it to be genuine from any person representing himself or herself to be a Participant directing the investment of assets in his or her account, provided that the Trustee employs reasonable procedures for processing such directions, such as requiring a form of personal identification, to confirm that telephonic directions are genuine. If the Trustee does not follow such procedures, it may be liable for any losses due to processing unauthorized or fraudulent directions. Subject to the foregoing, the Trustee shall be entitled to rely entirely on Participants' directions, shall be under no duty to determine or make inquiry whether Participants' directions are in accordance with the provisions of the Plan or applicable law, and shall have no liability and shall be fully indemnified by the Employer for any action taken in accordance with, or any failure to act in the absence of, Participants' directions.