Common use of Investment Funds Clause in Contracts

Investment Funds. Subject to Plan terms, the Employer from time to time may direct the Trustee to establish one or more separate investment accounts within the Trust for investment in any collective, common, pooled or group investment fund, each such separate account being hereinafter referred to as an “Investment Fund.” The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust as the Plan Administrator or Plan Participants direct in accordance with the Plan and in the manner directed by the Employer or Plan Administrator. If, and to the extent specifically authorized by the Plan, and provided by agreement between the Employer and the Trustee, the Plan Administrator may direct the Trustee to establish an Investment Fund substantially all of the assets of which shall be invested in shares of stock of the Employer, subject to the terms and conditions of Section 5.3. The Trustee shall be under no duty to question or review the specific written investment directions given by the Plan Administrator or the Plan Participants for any Investment Fund or to make suggestions to the Plan Administrator in connection therewith. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the Plan Administrator’s or Plan Participants’ exercise or non-exercise of rights under this Section 5.2, or from any direction of the Plan Administrator or Plan Participants unless it is clear on the face of the direction that the actions to be taken under the direction are prohibited by the fiduciary duty rules of Sections 404 or 406 of ERISA. The Trustee shall incur no liability on account of investing the assets of the Trust in accordance with investment elections of the Plan Administrator or Plan Participants so delivered to the Trustee. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund or in such a manner as the Plan Administrator may otherwise determine; provided, however, that cash dividends and cash proceeds received on Employer Stock shall be invested in Employer Stock fund. All expenses of the Trust which are properly allocable to a particular Investment Fund shall be so allocated and charged. Pursuant to the Plan, the Plan Administrator may at any time direct the Trustee to eliminate any Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Plan Administrator. Pending investment in the Investment Funds in accordance with the directions of the Plan Administrator or the Plan Participants in accordance with the Plan, the Trustee shall invest assets of the Trust as provided in the Plan, or if there is no such provision, the Trustee may invest assets of the Trust, in whole or in part, at any time in interest-bearing accounts or certificates of deposit (including deposits in the Trustee which bear a reasonable interest rate), Treasury Bills, commercial paper, money market funds (including any such fund sponsored, underwritten or managed by one of its affiliates), short-term investment funds or other short-term obligations in its discretion, and the investment return thereon shall be allocated among the Plan Participants whose assets have been so invested and added to their respective investments in the Investment Funds.

Investment Funds. Subject to Plan terms, the Employer The Administrator from time to time may direct the ---------------- Trustee to establish one or more separate investment accounts within the Trust for investment in any collective, common, pooled or group investment fundTrust, each such separate account being hereinafter referred to as an “"Investment Fund.” " The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust as the Plan Administrator or Plan Participants members direct in accordance with the specific provisions of the Plan and in the manner provided in the Service Agreement. The Trustee shall invest and reinvest the assets which have been allocated to an Investment Fund in accordance with the investment guidelines, objectives and restrictions which have been established by the Administrator for that Investment Fund and, in the case of an Investment Fund for which an Investment Manager has been appointed or an Investment Fund to be directed by the Employer Administrator, the specific investment directions of such Investment Manager or Plan the Administrator, as the case may be. If, and to the extent extent, specifically authorized by the Plan, and provided by agreement between in the Employer and the TrusteeService Agreement, the Plan Administrator may direct the Trustee to establish an Investment Fund all, or substantially all all, of the assets of which shall be invested in shares of stock of the EmployerCompany, subject to the terms and conditions of Section 5.37. The Trustee shall be under no duty to question or review the investment guidelines, objectives and restrictions established, or the specific written investment directions given given, by the Plan Administrator or the Plan Participants members for any Investment Fund or to make suggestions to the Plan Administrator in connection therewith. The Trustee shall not be liable for any loss, or by reason of any breach, loss which arises from the Plan Administrator’s 's or Plan Participants’ members' exercise or non-exercise of rights under this Section 5.26, or from any direction of the Plan Administrator or Plan Participants members, unless it is clear on the face of the direction that the actions to be taken under the direction are prohibited by the fiduciary duty rules of Sections 404 Section 404(a) of ERISA or 406 of ERISAare not permitted by the Plan. The Trustee shall incur no liability on account of investing the assets of the Trust in accordance with proper investment elections or directions of the Plan Administrator or Plan Participants members so delivered to the Trustee. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund or in such a manner as the Plan Administrator may otherwise determine; providedFund, however, that cash dividends and cash proceeds received on Employer Stock shall be invested in Employer Stock fund. All all expenses of the Trust which are properly allocable to a particular Investment Fund shall be so allocated and charged. Pursuant to the Plan, the Plan The Administrator may at any time direct the Trustee to eliminate any Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Plan Administrator. Pending investment in the Investment Funds in accordance with the directions of the Plan Administrator or the Plan Participants in accordance with the Planmembers, the Trustee shall invest assets of the Trust as provided in the PlanService Agreement, or if there is no such provision, the Trustee may invest assets of the Trust, in whole or in part, at any time or from time to time, in interest-bearing accounts or certificates of deposit (including deposits in the Trustee which bear a reasonable interest rate), Treasury Bills, commercial paper, money market funds (including any such fund sponsored, underwritten or managed by one of its affiliates), short-term investment funds or other short-term obligations in its discretion, and the investment return thereon shall be allocated among the Plan Participants members whose assets have been so invested and added to their respective investments in the Investment Funds.

Investment Funds. Subject to Plan terms, the Employer The Co-Trustees from time to time may direct the Trustee to establish one or more separate investment accounts within the Trust for investment in any collective, common, pooled or group investment fundTrust, each such separate account being hereinafter referred to as an “"Investment Fund.” " The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust as the Plan Administrator or Plan Participants direct in accordance with the specific provisions of the Plan and in the manner directed provided in the Service Agreement. The Trustee shall invest and reinvest the assets which have been allocated to an Investment Fund in accordance with the investment guidelines, objectives and restrictions which have been established by the Employer or Plan AdministratorCo-Trustees for that Investment Fund and, in the case of an Investment Fund for which an Investment Manager has been appointed, the specific investment directions of such Investment Manager. If, and to the extent extent, specifically authorized by the Plan, and provided by agreement between in the Employer and the TrusteeService Agreement, the Plan Administrator Co-Trustees may direct the Trustee to establish an Investment Fund substantially all of the assets of which shall be invested in shares of stock of the EmployerCompany, subject to the terms and conditions of Section 5.37 and Section 8. The Trustee shall be under no duty to question or review the investment guidelines, objectives and restrictions established, or the specific written investment directions given given, by the Plan Co-Trustees, the Administrator or the Plan Participants for any Investment Fund or to make suggestions to the Plan Administrator in connection therewith. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the Plan Co-Trustees', the Administrator’s 's or Plan Participants’ ' exercise or non-exercise of rights under this Section 5.26, or from any direction of the Plan Co-Trustees, Administrator or Plan Participants unless it is clear on the face of the direction that the actions to be taken under the direction are prohibited by the fiduciary duty rules of Sections 404 or 406 Section 404(a) of ERISA. The Trustee shall incur no liability on account of investing the assets of the Trust in accordance with investment elections directions of the Plan Co-Trustees, Administrator or Plan Participants so delivered to the Trustee. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund or in such a manner as the Plan Administrator may otherwise determine; providedFund, however, that cash dividends and cash proceeds received on Employer Stock shall be invested in Employer Stock fund. All all expenses of the Trust which are properly allocable to a particular Investment Fund shall be so allocated and charged. Pursuant to the Plan, the Plan Administrator The Co-Trustees may at any time direct the Trustee to eliminate any Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Plan AdministratorCo-Trustees. Pending investment in the Investment Funds in accordance with the directions of the Plan Administrator or the Plan Participants in accordance with the PlanParticipants, the Trustee shall invest assets of the Trust as provided in the PlanService Agreement, or if there is no such provision, the Trustee may invest assets of the Trust, in whole or in part, at any time or from time to time, in interest-bearing accounts or certificates of deposit (including deposits in the Trustee which bear a reasonable interest rate), Treasury Bills, commercial paper, money market funds (including any such fund sponsored, underwritten or managed by one of its affiliates), short-term investment funds or other short-term obligations in its discretion, and the investment return thereon shall be allocated among the Plan Participants whose assets have been so invested and added to their respective investments in the Investment Funds.

Investment Funds. Subject to Plan termsthe provisions of this ARTICLE X and ARTICLE XI, a Participant shall have the Employer from time right to time may direct the Trustee to establish one or more separate investment accounts within the Trust for investment in any collective, common, pooled or group investment fund, each such separate account being hereinafter referred to as an “Investment Fund.” The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust as the Plan Administrator or Plan Participants direct in accordance with the Plan and Trustees in the manner directed the Participant wishes to have his Accounts invested by directing that investments be made in such Investment Funds as are available under the Employer or Plan Administratorfor investment by Participants or, in the case of amounts in a Participant’s Accounts that are attributable to any Company Stock Component Contributions, in the Company Stock Component. IfNotwithstanding the foregoing, and a Participant may not direct to the extent specifically authorized Company Stock Component the investment of amounts in his Account that are attributable to the Participant’s Applicable Contributions. However, a Participant may direct to the Company Stock Component the investment of any amounts in his Account that are attributable to a prior transfer pursuant to Section 11.5 from the Company Stock Component (“Prior Transferred Amounts”). In addition, pursuant to Section 11.5, a Participant may direct that amounts in the Participant’s Account under the Company Stock Component be reinvested in any of the Investment Funds as are available under the Plan for investment by the Plan, and provided by agreement between the Employer and Participants. Neither the Trustee, the Plan Administrator may direct Investment Committee, the Trustee Administrative Committee, the Independent Fiduciary, the Company nor any of the directors, officers or employees of the Company are empowered to establish advise a Participant as to the manner in which his Accounts should be invested. The fact that a security is available to Participants for investment under the Member Investment Component, Profit Sharing Component or Company Stock Component shall not be construed as a recommendation for the purchase of that security, nor shall the selection by a Participant of any Investment Fund or the Company Stock Component with respect to any Prior Transferred Amounts, nor the Participant’s decision to retain an investment in any Investment Fund or in the Company Stock Component, impose any liability on the Company, its directors, officers or employees, the Trustee, the Investment Committee, the Independent Fiduciary or the Administrative Committee. All charges and expenses incurred in connection with the purchase and sale of investments for an Investment Fund substantially all of or the assets of which Company Stock Component shall be charged to such Investment Fund or the Company Stock Component, respectively. If a Participant fails to direct the Trustees in the manner the Participant wishes to have his Account invested with respect to any Applicable Contributions, such contributions shall be invested in shares of stock a default Investment Fund selected by the Investment Committee for such purpose, which shall in all cases comply with the requirements of the Employer, subject to the terms and conditions applicable Department of Section 5.3. The Trustee shall be under no duty to question or review the specific written investment directions given by the Plan Administrator or the Plan Participants for any Investment Fund or to make suggestions to the Plan Administrator in connection therewith. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the Plan Administrator’s or Plan Participants’ exercise or non-exercise of rights under this Section 5.2, or from any direction of the Plan Administrator or Plan Participants unless it is clear on the face of the direction that the actions to be taken under the direction are prohibited by the fiduciary duty rules of Sections 404 or 406 of ERISA. The Trustee shall incur no liability on account of investing the assets of the Trust in accordance with investment elections of the Plan Administrator or Plan Participants so delivered to the Trustee. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund or in such a manner as the Plan Administrator may otherwise determine; provided, however, that cash dividends and cash proceeds received on Employer Stock shall be invested in Employer Stock fund. All expenses of the Trust which are properly allocable to a particular Investment Fund shall be so allocated and charged. Pursuant to the Plan, the Plan Administrator may at any time direct the Trustee to eliminate any Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Plan Administrator. Pending investment in the Investment Funds in accordance with the directions of the Plan Administrator or the Plan Participants in accordance with the Plan, the Trustee shall invest assets of the Trust as provided in the Plan, or if there is no such provision, the Trustee may invest assets of the Trust, in whole or in part, at any time in interest-bearing accounts or certificates of deposit (including deposits in the Trustee which bear a reasonable interest rate), Treasury Bills, commercial paper, money market funds (including any such fund sponsored, underwritten or managed by one of its affiliates), short-term investment funds or other short-term obligations in its discretion, and the investment return thereon shall be allocated among the Plan Participants whose assets have been so invested and added to their respective investments in the Investment FundsLabor regulations.

Investment Funds. Subject The Company shall establish a committee (hereinafter referred to as the “Investment Committee”) which shall have the responsibility for allocating the assets of the Trust Fund among the Investment Funds, for monitoring the diversification of the investments of the Trust Fund, for determining the propriety of investment of the Trust Fund in foreign securities and of maintaining the custody of foreign investments abroad, for assuring that no Plan termsviolates any provisions of ERISA limiting the acquisition or holding of "employer securities" or "employer real property" and for the appointment and removal of Investment Managers and shall be deemed for purposes of ERISA to be the named fiduciary for Plan investments. The Investment Committee, the Employer from time to time and in accordance with provisions of the Plans, may direct the Trustee to establish one or more separate investment accounts within the Trust for investment in any collective, common, pooled or group investment fundFund, each such separate account being hereinafter referred to as an “"Investment Fund.” ". The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust Fund as the Plan Administrator or Plan Participants direct in accordance with the Plan and in the manner directed by the Employer or Plan Administrator. If, and to the extent specifically authorized by the Plan, and provided by agreement between the Employer and the Trustee, the Plan Administrator may direct the Trustee to establish an Investment Fund substantially all of the assets of which shall be invested in shares of stock of the Employer, subject to the terms and conditions of Section 5.3Committee directs. The Trustee shall be under no duty to question or question, and shall not incur any liability on account of following, any direction of the Investment Committee. The Trustee shall be under no duty to review the investment guidelines, objectives and restrictions established, or the specific written investment directions given given, by the Plan Administrator or the Plan Participants Investment Committee for any Investment Fund Fund, or to make suggestions to the Plan Administrator Investment Committee in connection therewith. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the Plan Administrator’s or Plan Participants’ exercise or non-exercise of rights under this Section 5.2, or from any direction of the Plan Administrator or Plan Participants unless it is clear on the face of the direction that the actions to be taken under the direction are prohibited by the fiduciary duty rules of Sections 404 or 406 of ERISA. The Trustee shall incur no liability on account of investing the assets of the Trust in accordance with investment elections of the Plan Administrator or Plan Participants so delivered to the Trustee. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund or in such a manner as the Plan Administrator may otherwise determine; provided, however, that cash dividends and cash proceeds received on Employer Stock shall be invested in Employer Stock fundFund. All expenses of the Trust Fund which are properly allocable to a particular Investment Fund shall be so allocated and charged. Pursuant Subject to the Planprovisions of the Plans, the Plan Administrator Investment Committee may at any time direct the Trustee to eliminate any an Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Plan Administrator. Pending investment in Investment Committee except to the extent that the Investment Funds Committee allocates such assets to an Investment Account for which an Investment Manager has sole investment responsibility to dispose of the assets of an Investment Fund allocated to such Investment Account in accordance with which case the Trustee shall follow the directions of such Investment Manager as set forth in section 3.2 below. The Investment Committee may direct the Plan Administrator Trustee to establish one or more Investment Funds all of the assets of which shall be invested in securities which constitute "qualifying employer securities" or "qualifying employer real property" within the meaning of Section 407 of ERISA, it shall be the duty of the Investment Committee to determine that such investment is not prohibited by Sections 406 or 407 of ERISA. The Investment Committee shall have the sole investment responsibility with respect to the retention, sale, purchase or voting of any employer securities which has not been allocated to an Investment Fund for which an Investment Manager has investment responsibility. The Trustee shall have custody of such employer securities and shall act with respect thereto only as directed by the Investment Committee. The Trustee shall not make any investment review of, consider the propriety of holding or selling, or vote any such employer securities. In the event an Investment Fund is maintained as a global account, it shall participate in the Trustee’s contractual settlement date processing service (“CSDP”) unless the Investment Committee directs the Trustee, or the Plan Participants in accordance with Trustee informs the PlanInvestment Committee, otherwise. Pursuant to CSDP, the Trustee shall invest be authorized, but not obligated, to automatically credit or debit such Investment Fund provisionally on contractual settlement date with cash or securities in connection with any sale, exchange or purchase of securities. Otherwise, such cash or securities shall be credited to the Investment Fund on the day such cash or securities are actually received by the Trustee and reconciled to the Investment Fund. In cases where the Trustee credits or debits the Investment Fund with cash or securities prior to actual receipt and reconciliation, the Trustee may reverse such credit or debit as of contractual settlement date if and to the extent that any securities delivered by the Trustee are returned by the recipient, or if the related transaction fails to settle (or fails, due to market change or other reasons, to settle on terms which provide the Trustee full reimbursement of any provisional credit the Trustee has granted) within a period of time judged reasonable by the Trustee under the circumstances. To the extent permitted by law, the Trustee shall be fully protected from and against any loss or other detriment to any Investment Fund allegedly arising or resulting from the Trustee’s good faith determination to effect, not effect or reverse any provisional credit or debit to the Investment Fund. Funds debited from the Investment Fund on contractual settlement date including, without limitation, funds provided for the purchase of any securities under circumstances where settlement is delayed or otherwise does not take place in a timely manner for any reason, shall be held pending actual settlement of the related purchase transaction in a non-interest bearing deposit at the Trustee’s London Branch, notwithstanding the Trustee’s receipt of “float” from such uninvested funds; such funds shall be available for use in the Trustee’s general operations; and the Trustee’s maintenance and use of such funds in such circumstances are, without limitation, in consideration of the Trustee’s providing CSDP. The Trustee shall have custody of and custodial responsibility for all assets of the Trust Fund held in An Investment Fund except as otherwise provided in the Plan, this Agreement or if there is no such provision, the Trustee may invest assets of the Trust, in whole or in part, at any time in interest-bearing accounts or certificates of deposit (including deposits in the Trustee which bear a reasonable interest rate), Treasury Bills, commercial paper, money market funds (including any such fund sponsored, underwritten or managed by one of its affiliates), short-term investment funds or other short-term obligations in its discretion, and the investment return thereon shall be allocated among the Plan Participants whose assets have been so invested and added to their respective investments in the Investment Funds.as follows:

Investment Funds. Subject to Plan terms, the Employer The Administrator from time to time may direct the Trustee to establish one or more separate investment accounts within the Trust for investment in any collective, common, pooled or group investment fundTrust, each such separate account being hereinafter referred to as an “"Investment Fund.” " The Trustee shall transfer to each such Investment Fund such portion of the assets of the Trust as the Plan Administrator or Plan Participants members direct in accordance with the specific provisions of the Plan and in the manner directed provided in the Service Agreement. The Trustee shall invest and reinvest the assets which have been allocated to an Investment Fund in accordance with the investment guidelines, objectives and restrictions which have been established by the Employer or Plan AdministratorAdministrator for that Investment Fund and, in the case of an Investment Fund for which an Investment Manager has been appointed, the specific investment directions of such Investment Manager. If, and to the extent extent, specifically authorized by the Plan, and provided by agreement between in the Employer and the TrusteeService Agreement, the Plan Administrator may direct the Trustee to establish an Investment Fund substantially all of the assets of which shall be invested in shares of stock of the EmployerCompany, subject to the terms and conditions of Section 5.37. The Trustee shall be under no duty to question or review the investment guidelines, objectives and restrictions established, or the specific written investment directions given given, by the Plan Administrator or the Plan Participants members for any Investment Fund or to make suggestions to the Plan Administrator in connection therewith. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the Plan Administrator’s 's or Plan Participants’ members' exercise or non-exercise of rights under this Section 5.26, or from any direction of the Plan Administrator or Plan Participants members unless it is clear on the face of the direction that the actions to be taken under the direction are prohibited by the fiduciary duty rules of Sections 404 or 406 Section 404(a) of ERISA. The Trustee shall incur no liability on account of investing the assets of the Trust in accordance with investment elections of the Plan Administrator or Plan Participants members so delivered to the Trustee. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund or in such a manner as the Plan Administrator may otherwise determine; providedFund, however, that cash dividends and cash proceeds received on Employer Stock shall be invested in Employer Stock fund. All all expenses of the Trust which are properly allocable to a particular Investment Fund shall be so allocated and charged. Pursuant to the Plan, the Plan The Administrator may at any time direct the Trustee to eliminate any Investment Fund or Funds, and the Trustee shall thereupon dispose of the assets of such Investment Fund and reinvest the proceeds thereof in accordance with the directions of the Plan Administrator. Pending investment in the Investment Funds in accordance with the directions of the Plan Administrator or the Plan Participants in accordance with the Planmembers, the Trustee shall invest assets of the Trust as provided in the PlanService Agreement, or if there is no such provision, the Trustee may invest assets of the Trust, in whole or in part, at any time or from time to time, in interest-bearing accounts or certificates of deposit (including deposits in the Trustee which bear a reasonable interest rate), Treasury Bills, commercial paper, money market funds (including any such fund sponsored, underwritten or managed by one of its affiliates), short-term investment funds or other short-term obligations in its discretion, and the investment return thereon shall be allocated among the Plan Participants members whose assets have been so invested and added to their respective investments in the Investment Funds.