EXHIBIT 99.7
TRUST AGREEMENT
THIS AGREEMENT OF TRUST (the "Agreement") effective the 30th day of June,
2000, by and between LONGVIEW FIBRE COMPANY (the "Company"), and VANGUARD
FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the
Pennsylvania Banking Code, as directed trustee (the "Trustee"),
WITNESSETH
WHEREAS, the Company has adopted and is maintaining the LONGVIEW FIBRE
COMPANY HOURLY EMPLOYEES' 401(k) PLAN (the "Plan") for the exclusive benefit
of its Employees; and
WHEREAS, the Company (the "Plan Administrator") is the fiduciary named
in the Plan as having the authority to control and manage the operation and
administration of the Plan;
WHEREAS, the Company and the Trustee deem it necessary and desirable to
enter into a written agreement of trust;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
ARTICLE I
ESTABLISHMENT OF THE TRUST
Section 1.1. The Company and the Trustee hereby agree to the
establishment of a trust consisting of such sums as shall from time to time
be paid to the Trustee under the Plan and such earnings, income and
appreciation as may accrue thereon, which, less payments made by the Trustee
to carry out the purposes of the Plan, are referred to herein as the "Fund".
The Trustee shall carry out the duties and responsibilities herein specified,
but shall be under no duty to determine whether the amount of any
contribution by the Company or any Participant is in accordance with the
terms of the Plan nor shall the Trustee be responsible for the collection of
any contributions required under the Plan.
Section 1.2. The Fund shall be held, invested, reinvested and
administered by the Trustee in accordance with the terms of the Plan and this
Agreement solely in the interest of Participants and their Beneficiaries and
for the exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan.
Except as provided in Section 6.2, no assets of the Plan shall inure to the
benefit of the Company.
Section 1.3. The Trustee shall pay benefits and expenses from the Fund
only upon the written direction of the Plan Administrator. The Trustee
shall, to the extent permitted by applicable law, including, without
limitation, the Employee Retirement Income Security Act of 1974, as amended
("ERISA") be fully entitled to rely on such directions furnished by the Plan
Administrator, and shall, except as required otherwise by applicable law,
including, without limitation, ERISA, be under no duty to ascertain whether
the directions are in accordance with the provisions of the Plan.
ARTICLE II
INVESTMENT OF THE FUND
Section 2.1. The Company shall have the exclusive authority and
discretion to select the investment funds for investment under the Plan
("Investment Funds"). The Company shall notify the Trustee in writing of the
selection of the Investment Funds currently available for investment under
the Plan, and any changes thereto.
Section 2.2. Each participant shall have the exclusive right, in
accordance with the provisions of the Plan, to direct the investment by the
Trustee of all amounts allocated to the separate accounts of the Participant
under the Plan among any one or more of the available Investment Funds. All
investment directions by Participants shall be timely furnished to the
Trustee by the Plan Administrator, except to the extent such directions are
transmitted telephonically or otherwise by Participants directly to the
Trustee or its delegate in accordance with rules and procedures established
and approved by the Plan Administrator and communicated to the Trustee. In
making any investment of the assets of the Fund, the Trustee shall, to the
extent permitted by applicable law, including, without limitation, ERISA, be
fully entitled to rely on such directions furnished to it by the Plan
Administrator or by Participants in accordance with the Plan Administrator's
approved rules and procedures, and shall, except as required otherwise by
applicable law, including, without limitation, ERISA, be under no duty to
make any inquiry or investigation with respect thereto. To the extent that
Participants direct investment in the Company's common stock ("Company
Stock"), the Trustee will use its best efforts and professional judgment to
execute such trades in an orderly manner and to avoid any undue influence on
the market for such Company Stock. If the Trustee receives any contribution
under the Plan that is not accompanied by instructions directing its
investment, the Trustee shall immediately notify the Plan Administrator of
that fact, and the Trustee may, in its discretion, hold or return all or a
portion of the contribution uninvested without liability for loss of income
or appreciation pending receipt of proper investment directions. Otherwise,
it is specifically intended under the Plan and this Agreement that the
Trustee shall have no discretionary authority to determine the investment of
the assets of the Fund; provided, however, that nothing contained herein
shall be deemed to relieve the Trustee of its duties and responsibilities,
under ERISA or other applicable law.
Section 2.3. Subject to the provisions of Sections 2.1 and 2.2, the
Trustee shall have the authority, in addition to any authority given by law,
to exercise the following powers in the administration of the Trust;
(a) to invest and reinvest all or a part of the Fund in accordance
with Participants' investment directions in any available Investment
Fund selected by the Company without restriction to investments
authorized for fiduciaries, including, without limitation on the amount
that may be invested therein, any common, collective or commingled trust
fund maintained by the Trustee. Any investment in, and any terms and
conditions of, any common, collection or commingled trust fund available
only to employees trusts which meets the requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), or corresponding
provisions of subsequent income tax laws of the United States, shall
constitute an integral part of this Agreement and the Plan;
(b) to dispose of all or any part of the investments, securities,
or other property which may from time to time or at any time constitute
the Fund in accordance with the investment directions by Participants
furnished to it pursuant to Section 2.2 of the written directions by the
Plan Administrator furnished to it pursuant to Section 1.3, and to make,
execute and deliver to the purchasers thereof good and sufficient deeds
of conveyance therefor, and all assignments, transfers and other legal
instruments, either necessary or convenient for passing the title and
ownership thereto, free and discharged of all trusts and without
liability on the part of such purchasers to see to the application of
the purchase money;
(c) to hold cash uninvested to the extent necessary to pay benefits
or expenses of the Plan;
(d) to cause any investment of the Fund to be registered in the
name of the Trustee or the name of its nominees or to retain such
investment unregistered or in a form permitting transfer by delivery;
provided that the books and records of the Trustee shall at all times
show that all such investments are part of the Fund;
(e) except as provided further in Article IV hereof with respect to
shares of common stock of the Company ("Company Stock") that are held by
the Fund, to vote in person or by proxy with respect to all mutual fund
shares which are held by the Plan solely in accordance with directions
furnished to it by the Company, and to vote in person or by proxy with
respect to all other securities credited to a Participant's separate
accounts under the Plan solely in accordance with directions furnished
to it by the Participant.
(f) upon the written direction of the Plan Administrator, to apply
for, purchase, hold or transfer any life insurance, retirement income,
endowment or annuity contract;
(g) to consult and employ any suitable agent to act on behalf of
the Trustee and to contract for legal, accounting, clerical and other
services deemed necessary by the Trustee to manage and administer the
Fund according to the terms of the Plan and this Agreement;
(h) upon the written direction of the Plan Administrator, to make
loans from the Fund to Participants in amounts and on terms approved by
the Plan Administrator in accordance with the provisions of the Plan;
provided that the Plan Administrator shall have the responsibility for
collecting all loan repayments required to be made under the Plan and
for furnishing the Trustee with copies of all promissory notes
evidencing such loans; and
(i) to pay from the Fund all taxes imposed or levied with respect
to the Fund or any part thereof under existing or future laws, and to
contest the validity or amount of any tax, assessment, claim or demand
respecting the Fund or any part thereof.
Section 2.4. Except as may be authorized by regulations promulgated by
the Secretary of Labor, the Trustee shall not maintain the indicia of
ownership in any assets of the Fund outside of the jurisdiction of the
district courts of the United States.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1. The Trustee, the Company and the Plan Administrator shall
each discharge their assigned duties and responsibilities under this
Agreement and the Plan solely in the interest of Participants and their
Beneficiaries in the following manner:
(a) for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying reasonable expenses
of administering the Plan;
(b) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims;
(c) by diversifying the available investments under the Plan so as
to minimize the risk of large losses, unless under the circumstances it
is clearly prudent not to do so; and
(d) in accordance with the provisions of the Plan and this Trust
Agreement insofar as they are consistent with the provisions of ERISA.
Section 3.2. The Trustee shall keep full and accurate accounts of all
receipts, investments, disbursements and other transactions hereunder,
including such specific records as may be agreed upon in writing between the
Company and the Trustee. All such accounts, books and records shall be open
to inspection and audit at all reasonable times by any authorized
representative of the Company or the Plan Administrator. A Participant may
examine only those individual account records pertaining directly to him.
Section 3.3(a). Except as provided in this Section, within 90 days
after the end of each Plan Year or within 90 days after its removal or
resignation, the Trustee shall file with the Plan Administrator a written
account of the administration of the Fund showing all transactions effected
by the Trustee subsequent to the period covered by the last preceding account
to the end of such Plan Year or date of removal or resignation and all
property held at its fair market value at the end of the accounting period.
If the Trustee in exercising its best efforts is unable to provide such
accounting within the 90-day period above, the Trustee shall notify the Plan
Administrator prior to the expiration of the 90-day period that it is unable
to meet the 90-day deadline, and the deadline shall be extended to not later
than 120 days after the end of the Plan Year or not later than 120 days after
the Trustee's removal or resignation. Upon approval of such accounting by
the Plan Administrator, neither the Company nor the Plan Administrator shall
be entitled to any further accounting by the Trustee with respect to the
period covered by such accounting. The Plan Administrator may approve such
accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the
Trustee within 90 days from the date on which the accounting is delivered to
the Plan Administrator.
(b) The Plan Administrator may object in writing to any accounting
field with it in accordance with subsection (a) above within 90 days after
such accounting is so filed and require that it be settled by audit by a
qualified, independent certified public accountant. The auditor shall be
chosen by the Trustee from a list of at least three such accountants,
furnished by the Plan Administrator at the time the audit is required. Upon
completion of such audit, any inaccuracies in such accounting shall be
corrected to conform to such audit and a corrected statement shall be
delivered by the Trustee to the Plan Administrator. Any such corrected
accounting shall be considered settled for the period covered thereby,
without further action. Either the Plan Administrator or the Trustee may
require that the account be settled by a court of competent jurisdiction in
lieu of or in conjunction with the audit. All expenses of any audit or court
proceedings including reasonable attorneys' fees shall be allowed as
administrative expenses of the Plan.
Section 3.4. In accordance with the terms of the Plan, the Trustee
shall open and maintain separate accounts in the name of each Participant in
order to record all contributions by or on behalf of the Participant under
the Plan and any earnings, losses and expenses attributable thereto. The
Plan Administrator shall furnish the Trustee with written instructions
enabling the Trustee to allocate property all contributions and other amounts
under the Plan to the separate accounts of Participants. In making such
allocation, the Trustee shall, to the extent permitted by applicable law,
including, without limitation, ERISA, be entitled to rely on the instructions
furnished by the Plan Administrator and shall, except as required otherwise
by applicable law, including, without limitation, ERISA, be under no duty to
make any injury or investigation with respect hereto.
Section 3.5. The Trustee shall furnish each Participant with statements
quarterly, reflecting the current fair market value of the Participant's
separate Accounts under the Plan.
Section 3.6. The Trustee shall not be required to determine the facts
concerning the eligibility of any Participant to participate in the Plan, the
amount of benefits payable to any Participant or Beneficiary under the Plan,
or the date or method of payment or disbursement. The Trustee shall be fully
entitled to rely solely upon the written advice and directions of the Plan
Administrator as to any such question of fact.
Section 3.7. Unless resulting from the Trustee's negligence, gross or
willful misconduct, lack of good faith, or breach of its duties (fiduciary or
otherwise) under this Agreement, ERISA or other applicable law, the Company
shall indemnify and save harmless the Trustee from, against, for and in
respect of any and all damages, losses, obligations, liabilities, liens,
deficiencies, costs and expenses (including without limitation, reasonable
attorney's fees incident to any suit, action, investigation, claim or
proceedings) suffered, sustained, incurred or required to be paid
(collectively "Liabilities") by the Trustee in connection with the Plan or
this Agreement. In the event of Trustee negligence, gross or willful
misconduct, lack of good faith, or breach of its duties under this Agreement
or applicable law, the Trustee agrees to indemnify and hold harmless the Plan
and its Participants from, against, for and in respect of any Liabilities
resulting from such action or omission.
ARTICLE IV
VOTING AND OTHER RIGHTS OF COMPANY STOCK
Section 4.1. Each Participant or Beneficiary of a deceased Participant
(referred to herein collectively as "Participant") shall have the right to
direct the Trustee as to the manner in which to vote any shares of the
Company Stock allocated to such Participant's account in any matter put to a
shareholder vote. Upon timely receipt of voting directions from a
Participant, the Trustee shall vote the shares of Company Stock allocated to
such Participant's account in accordance with such directions. The Trustee
shall not vote any allocated shares of Company Stock with respect to which
the trustee does not timely receive voting directions. The Trustee will vote
any shares of Company Stock that are not then allocated to Participant
accounts in the manner directed by the Company (or by such other person as
may be appointed by the Company to direct the Trustee in such matter).
Section 4.2. Each Participant shall have the right to direct the
Trustee as to whether to tender any shares of Company Stock allocated to such
Participant's account in any tender, purchase or exchange offer made with
respect to such shares ("Offer"). Upon timely receipt of tender directions
from a Participant, the Trustee will tender or not tender the shares of
Company Stock allocated to such Participant's account in accordance with such
directions. The Trustee shall interpret a Participant's silence as a
direction not to tender the shares of Company Stock allocated to such
Participant's account. The Trustee shall tender or not tender any shares of
Company Stock that are not allocated to Participant accounts, as directed by
the Company (or such other person as may be appointed by the Company to
direct the Trustee in such matter).
Section 4.3. On any matter in which a Participant is entitled to direct
the Trustee under Section 4.1 or 4.2 hereof, the Trustee will solicit such
directions by distributing to each Participant to whose account Company Stock
has been allocated such information as shall be distributed to shareholders
of Company Stock generally in connection with a shareholder vote, together
with any additional information as the Trustee deems appropriate for each
Participant to give proper directions to the Trustee. In the case of an
Offer, the materials distributed to the Participants shall specifically
inform Participants that the Trustee shall interpret a Participant's silence
as a direction not to tender. The directions received from any Participant
will be held in confidence by the Trustee, and will not be individually
divulged or released to the Company, the Plan Administrator or any other
person, except to the extent required by law or as may be unavoidable in
complying with Section 4.2 hereof.
Section 4.4. Each Participant exercising his authority under this
Article shall be considered a named fiduciary of the Plan within the meaning
of ERISA Section 402(a)(2) with respect to the voting directions or response
to an Offer provided by the Participant (including in the case where a
Participant's silence is treated by the Trustee as a direction not to tender
as provided under Section 4.2 hereof).
ARTICLE V
APPOINTMENT OF INVESTMENT MANAGERS
Section 5.1. The Company may appoint one or more Investment Managers
with respect to some or all of the assets of the Fund as contemplated by
section 402(c)(3) of ERISA. Any such investment manager shall acknowledge to
the Company in writing that it accepts such appointment and that it is an
ERISA fiduciary with respect to the Plan and the Fund. The Company shall
provide the Trustee with a copy of the written agreement (and any amendments
thereto) between the Company and the Investment Manager. By notifying the
Trustee of the appointment of an Investment Manager, the Company shall be
deemed to certify that such Investment Manager meets the requirements of
section 3(38) of ERISA. The authority of the Investment Manager shall
continue until the Company rescinds the appointment or the Investment Manager
has resigned.
Section 5.2. The assets with respect to which a particular Investment
Manager has been appointed shall be specified by the Company and shall be
segregated in a separate account for the Investment Manager (the "Separate
Account") and the Investment Manager shall have the power to direct the
Trustee in every aspect of the investment of the assets of the Separate
Account. The Investment Manager shall be responsible for making any proxy
voting or tender offer decisions with respect to securities held in the
Separate Account and the Investment Manager shall maintain a record of the
reasons for the manner in which it voted proxies or responded to tender
offers. The Trustee shall not be liable for the acts or omissions of an
Investment Manager and shall have no liability or responsibility for acting
or not acting pursuant to the direction of, or failing to act in the absence
of, any direction from an Investment Manager, unless the Trustee knows that
by such action or failure to act it would be itself committing a breach of
fiduciary duty or participating in a breach of fiduciary duty by such
Investment Manager, it being the intention of the parties that the Trustee
shall have the full protection of section 405(d) of ERISA.
ARTICLE VI
PROHIBITION OF DIVERSION
Section 6.1. Except as provided in Section 6.2 of this Article, at no
time prior to the satisfaction of all liabilities with respect to
Participants and their Beneficiaries under the Plan shall any part of the
corpus or income of the Fund be used for, or diverted to, purposes other than
for the exclusive benefit of Participants or their Beneficiaries, or for
defraying reasonable expenses of administering the Plan.
Section 6.2. The provisions of Section 6.1 notwithstanding,
contributions made by the Company under the Plan may be returned to the
Company under the following conditions:
(a) If a contribution is made by mistake of fact, such
contributions may be returned to the Company within one year of the
payment of such contribution;
(b) Contributions to the Plan are specifically conditioned upon
their deductibility under the Code. To the extent a deduction if
disallowed for any such contribution, it may be returned to the Company
within one year after the disallowance of the deduction.
ARTICLE VII
COMMUNICATION WITH PLAN ADMINISTRATOR AND COMPANY
Section 7.1. Whenever the Trustee is permitted or required to act upon
the directions or instructions of the Plan Administrator, the Trustee shall
be entitled to act upon any written communication signed by any person or
agent designated to act as or on behalf of the Plan Administrator. Such
person or agent shall be so designated either under the provisions of the
Plan or in writing by the Company and their authority shall continue until
revoked in writing. Except as required otherwise by applicable law,
including, without limitation, ERISA, the Trustee shall incur no liability
for failure to act on such person's or agent's instructions or orders without
written communication, and, to the extent permitted by applicable law,
including without limitation, ERISA, the Trustee shall be protected in all
actions taken in good faith in reliance upon any instructions, directions,
certifications and communications reasonable believed by the Trustee to be
genuine and to have been signed or communicated by the proper person.
Section 7.2. The Company shall notify the Trustee in writing as to the
appointment, removal or resignation of any person designated to act as or on
behalf of the Plan Administrator. After such notification, the Trustee
shall, to the extent permitted by applicable law, including, without
limitation, ERISA, be fully protected in acting upon the directions of, or
dealing with, any person designated to act as or on behalf of the Plan
Administrator until it receives notice to the contrary. Except as required
otherwise by applicable law, including, without limitation, ERISA, the
Trustee shall have no duty to inquire into the qualifications of any person
designated to act as or on behalf of the Plan Administrator.
ARTICLE VIII
TRUSTEE'S COMPENSATION
Section 8.1. The Trustee shall be entitled to such reasonable
compensation for its services as is agreed upon with the Company. If
approved by the Plan Administrator, the Trustee shall also be entitled to
reimbursement for all direct expenses property and actually incurred on
behalf of the Plan. Such compensation or reimbursement shall be paid to the
Trustee out of the Fund unless paid directly by the Company.
ARTICLE IX
RESIGNATION AND REMOVAL OF TRUSTEE
Section 9.1. The Trustee may resign at any time by written notice to
the Company which shall be effective 45 days after delivery; such notice,
however, may be waived by the Company.
Section 9.2. The Trustee may be removed by the Company at any time upon
30 days written notice to the Trustee; such notice, however, may be waived by
the Trustee.
Section 9.3. The appointment of a successor trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice of the Company
appointing such successor trustee, and an acceptance in writing of the office
of successor trustee hereunder executed by the successor so appointed. Any
successor trustee may be wither a corporation authorized and empowered to
exercise trust powers or one or more individuals. All of the provisions set
forth herein with respect to the Trustee shall relate to each successor
trustee so appointed with the same force and effect as if such successor
trustee had been originally named herein as the Trustee hereunder. If within
45 days after notice of resignation shall have been given under the
provisions of this article a successor trustee shall not have been appointed,
the resigning Trustee or the Company may apply to any court of competent
jurisdiction for the appointment of a successor trustee.
Section 9.4. Upon the appointment of a successor trustee, the resigning
or removed Trustee shall transfer and deliver the Fund to such successor
trustee, after reserving such reasonable amount as it shall deem necessary to
provide for its expenses in the settlement of its account, the amount of any
compensation due to it and any sums chargeable against the Fund for which it
may be liable. If the sums so reserved are not sufficient for such purposes,
the resigning or removed Trustee shall be entitled to reimbursement for any
deficiency from the Fund to the extent that the Company does not pay such
deficiency. If the sums so reserved exceed the amount necessary for such
purposes, then the resigning or removed Trustee shall promptly transfer and
deliver such excess to such successor trustee.
ARTICLE X
INSURANCE COMPANIES
Section 10.1. If any contract issued by an insurance company shall form
a part of the Trust assets, the insurance company shall not be deemed a party
to this Agreement. A certification in writing by the Trustee as to the
occurrence of any event contemplated by this Agreement or the Plan shall be
conclusive evidence thereof and the insurance company shall be protected in
relying upon such certification and shall incur no liability for so ding.
With respect to any action under any such contract, the insurance company may
deal with the Trustee as the sole owner thereof and need not see that any
action of the Trustee is authorized by this Agreement or the Plan. Any
change made or action taken by an insurance company from all liability with
respect thereto, and it need not see to the distribution or further
application of any moneys paid by it to the Trustee or paid in accordance
with the direction of the Trustee.
ARTICLE XI
AMENDMENT AND TERMINATION OF THE TRUST AND PLAN
Section 11.1. The Company may, by delivery to the Trustee of an
instrument in writing, amend, terminate or partially terminate this Agreement
at any time; provided, however, that no amendment shall increase the duties
or liabilities of the Trustee without the Trustee's consent; and, provided
further, that no amendment shall divert any part of the Fund to any purpose
other than providing benefits to Participants and the Beneficiaries or
defraying reasonable expenses of administering the Plan.
Section 11.2. If the Plan is terminated in whole or in part, or if the
Company permanently discontinues its contributions to the Plan, the Trustee
shall distribute the Fund or any part thereof in such manner and at such
times as the Plan Administrator shall direct in writing.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.1. Unless the context of this Agreement clearly indicates
otherwise, the terms defined in the Plan shall, when used herein, have the
same meaning as in the Plan.
Section 12.2. Except as otherwise required in the case of any qualified
domestic relations order within the meaning of Section 414(p) of the Code or
as otherwise permitted by Section 401(a)(13) of the Code, the benefits or
proceeds of any allocated or unallocated portion of the assets of the Fund
and any interest of any Participant or Beneficiary arising out of or created
by the Plan either before or after the Participant's retirement shall not be
subject to execution, attachment, garnishment or other legal or judicial
process whatsoever by any person, whether creditor or otherwise, claiming
against such Participant or Beneficiary. No Participant or Beneficiary shall
have the right to alienate, encumber or assign any of the payments or
proceeds or any other interest arising out of or created by the Plan and any
action purporting to do so shall be void. The provisions of this Section
shall apply to all Participants and Beneficiaries, regardless of their
citizenship or place of residence.
Section 12.3. Nothing contained in this Agreement or in the Plan shall
require the Company to retain any Employee in its service.
Section 12.4. Any person dealing with the Trustee may rely upon a copy
of this Agreement and any amendments thereto certified to be true and correct
by the Trustee.
Section 12.5. The Trustee hereby acknowledges receipt of a copy of the
Plan. The Company will cause a copy of any amendment to the Plan to be
delivered to the Trustee.
Section 12.6. The construction, validity and administration of this
Agreement and the Plan shall be governed by the laws of the Commonwealth of
Pennsylvania, except to the extent that such laws have been specifically
superseded by ERISA.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Attest: LONGVIEW FIBRE COMPANY
X. X. XXXXXX By: X. X. XXXXXXXX
X. X. XXXXXX X. X. XXXXXXXX
Title: Sr. Vice President-Finance
Attest: VANGUARD FIDUCIARY TRUST COMPANY
XXXXX X. XXXXXX By: R. XXXXXXX XXXXXX
XXXXX X. XXXXXX R. XXXXXXX XXXXXX
Title: Managing Director
