Power to Direct Trustee. The assets with respect to which a particular Investment Manager has been appointed shall be specified by the Company, and the Trustee shall account for such assets separately from all other Trust assets. The Investment Manager shall, in accordance with the standard of conduct contained in Section 4.01 hereof, have the duty and power to direct the Trustee in every aspect of its investments specifically including (1) the power to direct the Trustee to invest and reinvest any Securities or Other Property under its management and control so that such investments are diversified so as to minimize the risk of large losses unless under the circumstances it is prudent not to do so, and (2) the voting of proxies with respect to shares of stock which are subject to such Investment Manager’s management, control, and responsibility with respect to investment and reinvestment. The Company shall require the Investment Manager to maintain a record of the reasons for the manner in which it voted such proxies and the date it instructed the Trustee to vote and communicate such information from time to time to the Company, but not less frequently than annually. The Trustee shall follow the Instructions of the Investment Manager regarding the investment and reinvestment of the Trust Fund or such portion thereof as shall be under management by the Investment Manager. The Trustee shall be under no duty or obligation to review any investment to be acquired, held or disposed of pursuant to such Instructions nor to make any recommendations with respect to the disposition or continued retention of any such investment. The Investment Manager shall have the sole duty and responsibility of determining the acceptability of any contributions of property made under this Trust if such contributed property is to be part of its investment responsibility.
