Common use of Investment Managers Clause in Contracts

Investment Managers. Prior to a Change in Control, the Company, from time to time, may appoint one or more independent investment managers (each an "Investment Manager"), pursuant to a written investment management agreement describing the powers and duties of the Investment Manager and providing for the delivery of a written acknowledgment from the Investment Manager to the Company and Trustee that it is a fiduciary under this Trust Agreement, to direct the investment and reinvestment of all or any portion of the Trust. As used herein, "Investment Manager" shall have the meaning specified in Section 3(38) of ERISA. The Company in its sole discretion, also may direct the Trustee to transfer the assets to be managed and invested by an Investment Manager to another custodian approved by the Company. The Investment Manager shall manage and invest, and may direct the Trustee or other custodian to invest and reinvest, that portion of the Trust assets under the control of that Investment Manager in investments permitted herein. The Company shall determine the assets of the Trust to be under the control of each Investment Manager from time to time and shall issue appropriate instructions in writing to the Trustee. The Company shall furnish the Trustee with written notice of the appointment of each Investment Manager and of the termination of any such appointment. The notice shall specify the assets to be managed by the Investment Manager. The Trustee shall be fully protected in relying upon the appointment until it receives written notice from the Company that the appointment has been terminated or modified. The Company may provide an Investment Manager investment guidelines to be followed by the Investment Manager from time to time. Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from an Investment Manager, and in the absence of contrary direction from the Investment Manager, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, the medium of any short term common, collective or -17- commingled trust fund established and maintained by the Trustee; U.S. Treasury Bills; commercial paper, including forms of commercial paper available through the Trustee; certificates of deposit, including certificates issued by the Trustee; and similar securities, with a maturity not to exceed one year, and shall sell such short term investments as necessary to carry out the instructions of an Investment Manager when received.

Investment Managers. Prior to a Change in Control, the Company, from time to time, Alliant may appoint one or more independent investment managers (each an "Investment Manager"), pursuant to a written investment management agreement describing the powers and duties of the Investment Manager and providing for the delivery of a written acknowledgment from the Investment Manager to the Company and Trustee that it is a fiduciary under this Trust Agreement, Managers to direct the investment and reinvestment of any part or all or any portion of the Trust. As used herein, "Investment Manager" shall have the meaning specified in Section 3(38) of ERISA. The Company in its sole discretion, also may direct the Trustee to transfer the assets to be managed and invested by an Investment Manager to another custodian approved by the Company. The Investment Manager shall manage and invest, and may direct the Trustee or other custodian to invest and reinvest, that portion of the Trust assets under the control of that Investment Manager in investments permitted herein. The Company shall determine the assets of the Trust to be under the control of each Investment Manager from time to time and shall issue appropriate instructions in writing to Fund by the Trustee. The Company shall furnish the Trustee with written notice Appointment of the appointment of each an Investment Manager shall be made by written agreement between Alliant and of the termination of any such appointment. The notice shall specify the assets to be managed by the Investment Manager. The Trustee shall receive a copy of each such agreement and all amendments, modifications, and terminations thereof and shall give written acknowledgment of receipt of same. Until receipt of a copy of each such amendment, modification, or termination, the Trustee shall be fully protected in relying upon assuming the appointment until it receives continuing authority of such Investment Manager under the terms of the original agreement with Alliant. The agreement between Alliant and the Investment Manager shall specify those powers, rights, and duties of the Trustee under this Trust that are allocated to the Investment Manager(s) and the portion of the assets of the Trust Fund subject to the Investment Manager(s). The Trustee shall have custody of the assets comprising the portion of the Trust Fund with respect to which the investment manager has investment authority. After such written notice from the Company that the appointment agreement has been terminated so executed between Alliant and the Investment Manager(s) the Trustee shall have no obligation or modified. The Company may provide responsibility for those investment duties and powers which are allocated to an Investment Manager. One of those powers is voting proxies; however, the Investment Manager investment guidelines to be followed by will not have that power if the agreement described herein expressly precludes the Investment Manager from time voting proxies (and the Trustee shall have the power subject to timethe powers retained by Alliant). Notwithstanding An Investment Manager so appointed pursuant to this Section 5.3 shall be (i) a registered investment adviser under the foregoingInvestment Advisers Act of 1940, (ii) 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 Trusteelaws 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, without obtaining prior approval (iii) a bank, as defined in said Act, or direction from (iv) an insurance company qualified to manage, acquire and dispose of the assets of the Plan under the laws of more than one State of the United States. Any such Investment Manager shall acknowledge to Alliant in writing that it accepts such appointment. The Trustee shall not be liable for any loss or diminution of any assets managed by an Investment Manager, and in the absence of contrary direction from the Investment Manager, shall invest cash balances held including without limitation any loss or diminution caused by any action or inaction taken or omitted by it from time to time in short term cash equivalents including, but not limited to, at the medium of any short term common, collective or -17- commingled trust fund established and maintained by the Trustee; U.S. Treasury Bills; commercial paper, including forms of commercial paper available through the Trustee; certificates of deposit, including certificates issued by the Trustee; and similar securities, with a maturity not to exceed one year, and shall sell such short term investments as necessary to carry out the instructions direction of an Investment Manager. In addition, the Trustee shall not be liable for the diversification of any assets managed by Investment Managers of Alliant, each of which shall be solely the responsibility of Alliant. An Investment Manager when receivedmay resign at any time upon written notice to the Trustee and Alliant. Alliant may remove an Investment Manager at any time by written notice to the Investment Manager and the Trustee. Alliant may, prior to a Change of Control, by written notice to the Trustee assume investment responsibility for any portion or all of the Trust assets. The Trustee shall have no responsibility or liability for the investment of such assets for which Alliant has assumed such investment responsibility except to act with respect to such assets as directed by Alliant.

Investment Managers. Prior (a) Pursuant to a Change in ControlSection 3.3, the CompanyNamed Fiduciary shall have the authority and responsibility to appoint or remove an individual, from time to time, partnership or corporation (which may appoint one be a subsidiary of the Company or more independent investment managers (each of any Employer) as an "Investment Manager"), pursuant each of whom shall have the power to a written investment management agreement describing the powers manage and duties of the Investment Manager and providing for the delivery of a written acknowledgment from the Investment Manager to the Company and Trustee that it is a fiduciary under this Trust Agreement, to direct the investment Trustee with respect to the acquisition and reinvestment disposal of assets constituting all or any portion of the Trust. As used herein, "Investment Manager" shall have the meaning specified in Section 3(38) of ERISA. The Company in its sole discretion, also may direct the Trustee to transfer the assets to be managed and invested by an Investment Manager to another custodian approved by the Company. The Investment Manager shall manage and invest, and may direct the Trustee or other custodian to invest and reinvest, that a portion of the Trust assets under Fund to be known as a "Separate Investment Account" or "Account." Each Investment Fund shall constitute a Separate Investment Account. Written notice of any such appointment and/or removal shall be given to the control of that Trustee and the Investment Manager in investments permitted herein. The Company shall determine the assets of the Trust to be under the control of each so appointed or removed, and acceptance by any Investment Manager from time to time and of such appointment shall issue appropriate instructions be in writing to the Trusteewriting. The Company An Investment Manager so appointed shall furnish the Trustee with written notice the name and specimen signature of each individual who is authorized to act on behalf of the appointment Investment Manger. As long as an Investment Manager is acting, such Investment Manager shall direct the Trustee to invest and the Trustee shall invest the applicable Separate Investment Account in any property in which the Trustee could invest under this Trust. Subject to the provisions of each the applicable investment management agreement, the Investment Manager of any Separate Investment Account shall have all of the investment powers and duties granted to or imposed on the Trustee under the provisions of Section 4.5. Subject to the provisions of Section 7, the Investment Manager shall have full authority and the responsibility to direct the Trustee with respect to the acquisition, retention, management, and disposition of all of the assets from time to time comprising the Separate Investment Account being managed by such Investment Manager and the voting of proxies thereon, and the termination Trustee shall have no duty or obligation to review the assets from time to time comprising such Separate Investment Account, to make recommendations with respect to the investment, reinvestment, or retention thereof, nor with respect to the voting of proxies thereon, except as would otherwise be required to meet the Trustee's obligations under the Trust, ERISA or any other applicable law. Generally, the Trustee shall certify the value of any such appointment. The notice shall specify securities or other property held in the assets to be Separate Investment Account managed by the Investment Manager; provided, however, that if the securities or other property cannot be valued using the Trustee's normal pricing sources, the Trustee may require the Investment Manager, or Named Fiduciary, as the case may be, to provide a value. The Trustee shall be fully protected in relying upon inform the appointment until it receives written notice from Named Fiduciary and the Company that if the appointment has been terminated or modified. The Company may provide Trustee uses an Investment Manager investment guidelines to be followed by the Investment Manager from time to timeManager's valuation for a particular security or other property. Notwithstanding the foregoing, the Trustee, without obtaining prior approval or direction from Any fees and expenses of an Investment Manager, and in except to the absence of contrary direction extent paid by an Employer, shall be paid from the Investment Manager, shall invest cash balances held by it from time to time in short term cash equivalents including, but not limited to, the medium of any short term common, collective or -17- commingled trust fund established and maintained by the Trustee; U.S. Treasury Bills; commercial paper, including forms of commercial paper available through the Trustee; certificates of deposit, including certificates issued by the Trustee; and similar securities, with a maturity not to exceed one year, and shall sell such short term investments as necessary to carry out the instructions of an Investment Manager when receivedTrust Fund.