Common use of Powers and Duties of the Investment Manager Clause in Contracts

Powers and Duties of the Investment Manager. 3.1 In managing the Account, FMR shall: (a) have full discretion to manage and invest the assets of the Account in accordance with FMR’s best judgment and consistent with the Guidelines may be amended from time to time at the discretion of the Trustees upon written notice to FMR; (b) apply to the Account the benefit of its continuing analysis of general conditions, securities markets and selected industries and companies; (c) consult with the Trustees upon its request or whenever FMR becomes aware of information which should be reviewed with the Trustees; (d) notify the Trustees in writing of the principal individuals assigned investment management or administrative responsibility for the Account. Any change in such assignments shall be communicated to the Trustees as soon as it becomes known to the Investment Manager, but in no event shall such notification be more than three business days following a change in responsibility; (e) furnish the Trustees with prompt written notice of all Account transactions executed at the direction of the Trustees. The form, substance and time of such transaction information shall be as mutually agreed to by the Trustees and FMR; (f) furnish the Trustees with a periodic appraisal of the Account, which appraisal shall be at least quarterly as of the last day of each quarterly period on which the New York Stock Exchange is open (the "Appraisal Date") during the term of this Agreement. Such appraisal shall be in the form of a written summary of the assets held in the Account on the Appraisal Date; (g) furnish the Trustees with special reports as they may from time to time reasonably request; and (h) furnish the Trustees with such account performance reconciliation data as it may reasonably request, in the form and manner requested. 3.2 FMR shall have full power and authority in its discretion and without prior consultation with the Trustees to: (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds, and other securities, including money market instruments and financial futures contracts; (b) instruct any person having custody of assets of the Account to deliver securities sold, exchanged, or otherwise disposed of from the Account and to pay cash for securities delivered to such custodian upon acquisition for the account; (c) determine or confirm, as the case may be, consistent with the procedures and policies adopted by the Investment Manager, the value of any securities holdings or other assets of the Portfolios, including (but not limited to) providing recommendations for fair valuations and maintaining records and written backup information with respect to such valuation determinations; (d) perform any other acts necessary to carry out FMR’s obligations under this Agreement, but such action does not include the authority to deliver or pay securities or cash to FMR, except for its fee hereunder; and (e) vote all proxies with respect to mutual fund holdings in the Trust. 3.3 FMR’s discretion to effect transactions is subject to such limitations or modification as the Trustees, from time to time hereafter, may direct in writing and as agreed to by FMR. FMR agrees to provide all necessary information so as to facilitate the continued monitoring of transaction costs by the Trustees.

Powers and Duties of the Investment Manager. 3.1 In managing the Account, FMR shall: (a) Unless the Sponsor specifically limits the powers of an Investment Manager in an agreement between the Sponsor and the Investment Manager and notifies the Trustee in writing of such limitation, each Investment Manager shall have full discretion the exclusive power to manage direct the Trustee as to the investment and invest reinvestment of all assets under its management and the assets of the Account Trustee shall exercise its powers as set forth in accordance with FMR’s best judgment and consistent with the Guidelines may be amended from time to time at the discretion of the Trustees upon written notice to FMR;Article VI as directed by each such Investment Manager. (b) apply In addition to the Account the benefit of its continuing analysis of general conditionspowers set forth in Section 7.4(a) above, securities markets each Investment Manager at any time, and selected industries and companies; (c) consult with the Trustees upon its request or whenever FMR becomes aware of information which should be reviewed with the Trustees; (d) notify the Trustees in writing of the principal individuals assigned investment management or administrative responsibility from time to time, may issue orders for the Account. Any change purchase or sale of securities directly to a broker; and in order to facilitate such assignments transactions, the Trustee, upon request by an Investment Manager, shall be communicated to the Trustees as soon as it becomes known deliver appropriate trading authorizations to the Investment Manager, but in no event shall such . Written notification be more than three business days following a change in responsibility; (e) furnish the Trustees with prompt written notice of all Account transactions executed at the direction of the Trustees. The form, substance and time issuance of such transaction information order shall be as mutually agreed given promptly to the Trustee by the Trustees Investment Manager and FMR; (f) furnish the Trustees with a periodic appraisal execution of the Account, which appraisal each such order shall be at least quarterly as of confirmed by written advice to the last day of each quarterly period on which Trustee by the New York Stock Exchange is open (the "Appraisal Date") during the term of this Agreementbroker. Such appraisal notification shall be in authority for the form of a written summary of the assets held in the Account on the Appraisal Date; (g) furnish the Trustees with special reports as they may from time Trustee to time reasonably request; and (h) furnish the Trustees with such account performance reconciliation data as it may reasonably request, in the form and manner requested. 3.2 FMR shall have full power and authority in its discretion and without prior consultation with the Trustees to: (a) buy, sell, exchange, convert and otherwise trade in any stocks, bondspay for securities purchased against receipt thereof, and other securities, including money market instruments and financial futures contracts; (b) instruct any person having custody of assets of the Account to deliver securities sold, exchanged, or otherwise disposed of from the Account and to pay cash for securities delivered to such custodian upon acquisition for the account; (c) determine or confirmsold against payment thereof, as the case may be. (c) Under no circumstances shall any Investment Manager act as custodian for any portion of Trust Fund, consistent with the procedures and policies adopted by the Investment Manageror take, the value of any securities holdings have possession of, or other assets remove from custody of the Portfolios, including (but not limited to) providing recommendations for fair valuations and maintaining records and written backup information with respect to such valuation determinations;Trustee any portion of the Trust Fund. (d) perform any other acts necessary Each Investment Manager shall furnish the Trustee from time to carry out FMR’s obligations under this Agreement, but time with the names and signatures of those persons who shall be authorized to direct the Trustee on its behalf hereunder. The Trustee shall have the right to request that all directions by an Investment Manager be in writing and shall assume no liability hereunder for failure to act pursuant to such action does not include the authority directions unless and until it shall receive directions in form satisfactory to deliver or pay securities or cash to FMR, except for its fee hereunder; andit. (e) vote all proxies Within twenty (20) days after the end of each calendar quarter, each Investment Manager shall furnish each Employer (or such person as may be designated by the Employer) with respect to mutual fund holdings in a summary report on the Trustoperation of its Directed Fund for such quarter. 3.3 FMR’s discretion (f) As of each Valuation Date, each Investment Manager shall determine the net worth of the assets in its Directed Fund and report such value to effect transactions is subject the Sponsor (or such person as may be designated by the Sponsor) of each and the Trustee in writing. In determining such net worth, the Investment Manager shall evaluate the assets of its Directed Fund at their fair market value as of such Valuation Date and shall deduct all expenses chargeable to the Directed Fund. Said valuation shall be made in accordance with Section 5.8(b) and (c) hereof. The Trustee, in preparing any report required under Article VI which reflects the value of a Directed Fund as of such limitations or modification as the Trustees, from time to time hereafterValuation Date, may direct in writing and as agreed to conclusively rely on the valuation furnished by FMR. FMR agrees to provide all necessary information so as to facilitate the continued monitoring of transaction costs by the Trusteessuch Investment Manager.

Powers and Duties of the Investment Manager. 3.1 In managing the Account, FMR shall: (a) have full discretion Subject to manage the provisions of Sections 3 and invest 6 hereof and the assets requirement of Title I, Part 4 of ERISA pertaining to the Account in accordance with FMR’s responsibilities of fiduciaries, the Investment Manager shall use its best judgment and efforts to provide an opportunity for enhanced returns, consistent with appropriate risk diversification, by causing the Guidelines may Managed Assets to be amended invested and reinvested from time to time at only in investment options offered to participants under the discretion of the Trustees upon written notice Trust, and to FMR; (b) apply to the Account the benefit of its continuing analysis of general conditions, securities markets and selected industries and companies; (c) consult with the Trustees upon its request or whenever FMR becomes aware of information which should be reviewed with the Trustees; (d) notify the Trustees in writing of the principal individuals assigned investment management or administrative responsibility for the Account. Any change in such assignments shall be communicated to the Trustees as soon as it becomes known to the Investment Manager, but in no event shall such notification be more than three business days following a change in responsibility; (e) furnish the Trustees with prompt written notice of all Account transactions executed at the direction of the Trustees. The form, substance and time of such transaction information shall be as mutually agreed to by the Trustees and FMR; (f) furnish the Trustees with a periodic appraisal of the Account, which appraisal shall be at least quarterly as of the last day of each quarterly period on which the New York Stock Exchange is open (the "Appraisal Date") during the term of this Agreement. Such appraisal shall be in the form of a written summary of the assets held in the Account on the Appraisal Date; (g) furnish the Trustees with special reports as they may from time to time reasonably request; and (h) furnish the Trustees with such account performance reconciliation data as it may reasonably request, in the form and manner requested. 3.2 FMR that end shall have full power and authority in its discretion and without prior consultation with the Trustees to: (a1) buydirect the Trustee or its agent to make purchases and sales of securities or other property for the individual Plan accounts of electing Plan participants; (2) instruct or direct the Trustee to perform any or all of the powers, sell, exchange, convert and otherwise trade in any stocks, bondsduties, and authority given to the Trustee in the Trust Agreement which are therein subjected to direction by the Investment Manager and to enforce performance by the Trustee of such powers, duties, and authority; (3) execute any and all documents necessary to make investments within the scope of the Investment Guidelines, or to carry out other securities, including money market instruments and financial futures contracts;duties of the Investment Manager hereunder. (b) instruct any person having custody Except as otherwise provided in ERISA regarding liability for breaches of assets fiduciary duties by other fiduciaries, the Investment Manager shall have no responsibility for the acts or omissions of the Account Company or the Trustee. The Investment Manager shall have no responsibility for any loss resulting from anything done or omitted to deliver securities sold, exchanged, be done in good faith reliance on any written or otherwise disposed of electronic instructions from the Account Company or any authorized representative thereof or any information provided by a Plan participant whose Plan account is being managed by Strategic Advisers and the Company shall indemnify the Investment Manager against and hold it harmless from any penalties, damages, losses, liabilities or other expenses (including reasonable attorneys’ fees) (“Losses”) arising out of the Investment Manager’s action or inaction based on good faith reliance on such instructions or information. The Company also agrees to pay cash for securities delivered to such custodian upon acquisition for indemnify and hold the account;Investment Manager harmless from any Losses arising from the provision of the Service provided that the Investment Manager has acted in accordance with ERISA and the Advisers Act. (c) determine Federal and state securities laws impose liability, under certain circumstances, on persons who act in good faith. Nothing in this Agreement shall waive or confirm, as limit any rights that the case Company may be, consistent with the procedures and policies adopted by the Investment Manager, the value of any securities holdings or other assets of the Portfolios, including (but not limited to) providing recommendations for fair valuations and maintaining records and written backup information with respect to such valuation determinations;have under those laws. (d) perform any other acts necessary to carry out FMR’s obligations under During and for a reasonable time after the term of this Agreement, but such action does not include the authority Investment Manager or its agents shall permit the Company or its agents (including independent public accountants selected by the Company) during business hours to deliver or pay securities or cash inspect, at the expense of the Company, the Investment Manager’s records of investment direction provided by the Investment Manager pursuant to FMR, except for its fee hereunder; andthis Agreement. (e) vote all proxies The Investment Manager shall have no responsibility or authority to exercise any shareholder rights that arise with respect to mutual fund holdings investments in which Managed Assets are invested, nor shall it have responsibility or authority to make decisions with respect to matters, such as litigation or bankruptcy, arising out of the Trust’s ownership of any such investments. (f) The Investment Manager shall have no duty or responsibility to manage assets other than Managed Assets, including in particular, Company Stock (“Other Assets”), or, except as provided in the Trust. 3.3 FMR’s discretion Investment Guidelines with respect to effect transactions is subject Company Stock, to make investment decisions with respect to Managed Assets that offset or counterbalance the investment of such limitations Other Assets, even if the Investment Manager manages such Other Assets pursuant to a separate advisory agreement, or modification if those Other Assets are reflected as being owned by or attributable to the Trustees, from time to time hereafter, may direct in writing Plan participant on books and as agreed to by FMR. FMR agrees to provide all necessary information so as to facilitate the continued monitoring of transaction costs records maintained by the TrusteesInvestment Manager or any of its affiliates.