Additional Powers of Trustee. In addition, the Trustee is hereby authorized: (i) to register any securities held in the Fund in its own name or in the name of a nominee and to hold any securities in bearer form, and to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacities or as agent for customers, or to deposit or to arrange for the deposit of such securities in any qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, but the books and records of the Trustee shall at all times show that all such investments are part of the Fund; (ii) to employ suitable agents, depositories and counsel, domestic or foreign, and to charge their reasonable expenses and compensation against the Fund to the extent permitted by the Plan, and to confer upon any such depository the powers conferred upon the Trustee by paragraph (i) of this Section 9(b), as well as the power to appoint subagents and depositories, wherever situated, in connection with the retention of securities or other property; (iii) with the written consent of the Company, to borrow money from any source as may be necessary or advisable to effectuate the purposes of the Trust on such terms and conditions as the Trustee may deem advisable; (iv) to deposit any funds of the Trust in accounts deposits or savings certificates, which bear a reasonable rate of interest, issued and maintained by Bankers, in its separate corporate capacity, or in any other institution affiliated with Bankers; (v) to make any distribution or transfer of assets required under the Plan as of a valuation date and, in furtherance thereof, to value such assets in accordance with the Plan; (vi) with the written consent of the Company, to maintain and operate one or more market inventory funds as a vehicle to exchange securities among Discretionary and Directed Funds without alienating the property from the Trust; (vii) with the consent of the Company, to loan securities held in the Fund to brokers or dealers or other borrowers under such terms and conditions as the Trustee, in its absolute discretion, deems advisable, to secure the same in any manner permitted by law and the provisions of this Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of and voted by the borrowers or others, and, in connection with the exercise of the powers hereinabove granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agreement in bulk, either as provided in paragraph (i) of this Section 9(b) or otherwise, together with the unallocated interests of other lenders, and to retain any such property upon the default of the borrower, whether or not investment in such property is authorized under this Agreement, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrower; (viii) with the written consent of the Company, to enroll the Fund in a program maintained by Bankers to permit Participating Employees' accounts to participate in dividend reinvestment plans offered by issuers of securities held in accounts, such as the Fund, in order to realize upon the discount from market value offered shareholders without any investment risk or other impact on the managed assets in the Fund, and to receive compensation therefor (including reimbursement for its out-of-pocket costs associated therewith) out of the income received by the Fund from participation in such program; (ix) subject to Section 6(f), to hold uninvested cash awaiting investment and such additional cash balances as it shall deem reasonable or necessary, without incurring any liability for the payment of interest thereon; (x) to delegate to the Company by mutual agreement in writing any of its functions under this Agreement except the custody of assets (other than notes evidencing Participating Employee loans and supporting documentation), and to be relieved from any and all liability or responsibility, with respect to functions so delegated to the Company, for any action taken or not taken by the Company; (xi) to hold, invest and reinvest the assets of the Fund in common with the assets of qualified employee benefit plans of the Company or its affiliates held as separate trusts by the Trustee; provided, however, that the Trustee's records shall at all times show the equitable share of the Fund in such common fund; (xii) subject to the prior written approval of the Company, to compromise, compound, submit to arbitration or settle any debt or obligation owing to or from it as Trustee; to reduce or increase the rate of interest on extension, or otherwise modify, foreclose upon default, or enforce any such obligation; to ▇▇▇ or defend suits or legal proceedings to protect or enforce any interest in the Trust and to represent the Trust in all suits or legal proceedings in any court or before any other administrative agency, body or tribunal; provided, however, that the Trustee shall not need the approval of the Company to pursue any claim involving Bankers in its capacity as Trustee; and provided, further, that the Trustee shall exercise the foregoing powers with respect to any amount due or owing from a Participating Employee only upon the directions of the Company; (xiii) with the written consent of the Company, to utilize BT Brokerage Corporation to execute transactions in Company Shares where the use of BT Brokerage Corporation would be appropriate applying the criteria normally applied by Bankers in selecting any other broker; (xiv) to execute and deliver such instruments and to take any and all actions, including the filing with the United States Department of Labor for exemptive or other administrative relief from the provisions of ERISA or the Code, as the Trustee, upon prior consultation with the Company, or the Company determines to be necessary or desirable to carry out any of the foregoing powers or otherwise in the best interests of the Trust; and (xv) generally, consistent with the provisions of this Agreement to perform all acts (whether or not expressly authorized herein) which it may deem necessary and prudent for the protection of the assets of the Trust.
Appears in 1 contract
Sources: Trust Agreement (Qwest Communications International Inc)
Additional Powers of Trustee. In addition, the Trustee is hereby authorized:
(ia) to register any securities held in the Retirement Fund in its own name or in the name of a nominee and to hold any securities in bearer form, and to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacities or as agent for customers, or to deposit or to arrange for the deposit of such securities in any qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, but the books and records of the Trustee shall at all times show that all such investments are part of the Retirement Fund;
(iib) to deposit any funds of the Trust in accounts or savings certificates, which bear a reasonable rate of interest issued or maintained by Bankers, in its separate corporate capacity, or in any other institution affiliated with Bankers and to deposit funds in foreign currency, if any, in accordance with the Cash Management Addendum attached hereto;
(c) to employ suitable agents, depositories and counsel, domestic or foreign, and to the extent authorized under Section 8.1, to charge their reasonable expenses and compensation against the Fund to the extent permitted by the PlanRetirement Fund, and to confer upon any such depository the powers conferred upon the Trustee by paragraph (ia) of this Section 9(b), 6.2 as well as the power to appoint subagents and depositories, wherever situated, in connection with the retention of securities or other property;
(iiid) with the written consent of the Company, to borrow money from any source as may be necessary or advisable to effectuate the purposes of the Trust on such terms and conditions as the Trustee Trustee, in its absolute discretion, may deem advisable;
(ive) to deposit any funds of the Trust in accounts deposits or savings certificates, which bear a reasonable rate of interest, issued and or maintained by BankersBankers Trust Company, in its separate corporate capacity, or in any other institution affiliated with BankersBankers Trust Company and to deposit funds in foreign currency, if any in accordance with the Cash Management Addendum attached hereto;
(vf) to compromise, compound, submit to arbitration or settle any debt or obligation owing to or from or otherwise adjust all claims in favor of or against the Retirement Fund other than claims solely affecting the right of any Person to benefits under a Participating Plan; to reduce or increase the rate of interest or extend, or otherwise modify, foreclose upon default, or enforce any such debt or obligation; to ▇▇▇ or defend suits or legal proceedings to protect any interest in the Trust and to represent the Trust in all suits or legal proceedings in any court or before any other administrative agency, body or tribunal;
(g) to make any distribution or transfer of assets required under the Plan as of a valuation date Valuation Date authorized under Article IX or X or to effectuate participants' rights under a Participating Plan in cash or in kind, or partly in cash or kind, and, in furtherance thereof, to value such assets in accordance with the Planassets, which valuation shall be conclusive and binding on all Persons;
(vih) with upon the written consent direction of the CompanyNamed Fiduciary, to maintain and operate one or more market inventory funds as a vehicle to exchange securities among Discretionary and Directed Funds without alienating the property from the Trust;
(viii) with pursuant to the consent terms of the Companya separate agreement, to loan securities held in the Retirement Fund to brokers or dealers or other borrowers under such terms and conditions as the Trustee, in its absolute discretion, deems advisableborrowers, to secure the same in any manner permitted by law and the provisions of this Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of and voted by the borrowers or others, and, in connection with the exercise of the powers hereinabove granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agreement in bulk, either as provided in paragraph (ia) of this Section 9(b) 6.2 or otherwise, together with the unallocated interests of other lenders, and to retain any such property upon the default of the borrower, whether or not investment in such property is authorized under this Agreement, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrower;
(viiij) with the written consent of the Company, to enroll the Fund in a program maintained by Bankers to permit Participating Employees' accounts to participate in dividend reinvestment plans offered by issuers of securities held in accounts, such as the Fund, in order to realize upon the discount from market value offered shareholders without any investment risk or other impact on the managed assets in the Fund, and to receive compensation therefor (including reimbursement for its out-of-pocket costs associated therewith) out of the income received by the Fund from participation in such program;
(ix) subject to Section 6(f), to hold uninvested cash awaiting investment and such additional cash balances as it shall deem reasonable or necessary, without incurring any liability for the payment of interest thereon;
(x) to delegate to the Company by mutual agreement in writing any of its functions under this Agreement except the custody of assets (other than notes evidencing Participating Employee loans and supporting documentation), and to be relieved from any and all liability or responsibility, with respect to functions so delegated to the Company, for any action taken or not taken by the Company;
(xi) to hold, invest and reinvest the assets of the Fund in common with the assets of qualified employee benefit plans of the Company or its affiliates held as separate trusts by the Trustee; provided, however, that the Trustee's records shall at all times show the equitable share of the Fund in such common fund;
(xii) subject to the prior written approval of the Company, to compromise, compound, submit to arbitration or settle any debt or obligation owing to or from it as Trustee; to reduce or increase the rate of interest on extension, or otherwise modify, foreclose upon default, or enforce any such obligation; to ▇▇▇ or defend suits or legal proceedings to protect or enforce any interest in the Trust and to represent the Trust in all suits or legal proceedings in any court or before any other administrative agency, body or tribunal; provided, however, that the Trustee shall not need the approval of the Company to pursue any claim involving Bankers in its capacity as Trustee; and provided, further, that the Trustee shall exercise the foregoing powers with respect to any amount due or owing from a Participating Employee only upon the directions of the Company;
(xiii) with the written consent of the Company, to utilize BT Brokerage Corporation to execute transactions in Company Shares where the use of BT Brokerage Corporation would be appropriate applying the criteria normally applied by Bankers in selecting any other broker;
(xiv) to execute and deliver such instruments and to take any and all actions, including the filing with the United States Department of Labor for exemptive or other administrative relief from the provisions of ERISA or the Code, as the Trustee, upon prior consultation with the Company, or the Company determines to be necessary or desirable to carry out any of the foregoing powers or otherwise in the best interests of the Trust; and
(xvk) generally, consistent with the provisions of this Agreement to perform all acts (whether or not expressly authorized herein) which it may deem necessary and prudent for the protection of the assets of the Trust.
Appears in 1 contract
Sources: Trust Agreement (FMC Corp)
Additional Powers of Trustee. In addition, the Trustee is hereby authorized:
(ia) to register any securities held in the Master Fund in its own name or in the name of a nominee and to hold any securities in bearer form, and to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacities or as agent for customers, or to deposit or to arrange for the deposit of such securities in any qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, but the books and records of the Trustee shall at all times show that all such investments are part of the Master Fund;
(iib) to employ suitable agents, depositories and counsel, domestic or foreign, and to charge their reasonable expenses and compensation against the Fund to the extent permitted by the PlanMaster Fund, and to confer upon any such depository the powers conferred upon the Trustee by paragraph (ia) of this Section 9(b), 7.2 as well as the power to appoint subagents and depositories, wherever situated, in connection with the retention of securities or other property;
(iiic) with the written consent of the Company, to borrow money from any source as may be necessary or advisable to effectuate the purposes of the Trust on such terms and conditions as the Trustee Trustee, in its absolute discretion, may deem advisable;
(ivd) to deposit any funds of the Trust in accounts interest bearing account deposits maintained by or savings certificates, which bear a reasonable rate of interest, certificates issued and maintained by Bankers, in its separate corporate capacity, or in any other banking institution affiliated with Bankers;
(ve) to compromise, compound, submit to arbitration or settle any debt or obligation owing to or from or otherwise adjust all claims in favor of or against the Master Fund other than claims solely affecting the right of any Person to benefits under a Participating Plan; to reduce or increase the rate of interest or extend, or otherwise modify, foreclose upon default, or enforce any such debt or obligation; to ▇▇▇ or defend suits or legal proceedings to protect any interest in the Trust and to represent the Trust in all suits or legal proceedings in any court or before any other administrative agency, body or tribunal;
(f) to make any distribution or transfer of assets required under the Plan as of a valuation date Valuation Date authorized under Article X or XI or to effectuate participants' rights under a Participating Plan in cash or in kind, or partly in cash or kind, and, in furtherance thereof, to value such assets in accordance with the Planassets, which valuation shall be conclusive and binding on all Persons;
(vig) with upon the written consent direction of the CompanyNamed Fiduciary, to maintain and operate one or more market inventory funds as a vehicle to exchange securities among Discretionary and Directed Funds without alienating the property from the Trust;
(viih) with the consent of the CompanyNamed Fiduciary, to loan securities held in the Master Fund to brokers or dealers or other borrowers under such terms and conditions as the Trustee, in its absolute discretion, deems advisable, to secure the same in any manner permitted by law and the provisions of this Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of and voted by the borrowers or others, and, in connection with the exercise of the powers hereinabove granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agreement in bulk, either as provided in paragraph (ia) of this Section 9(b) 7.2 or otherwise, together with the unallocated interests of other lenders, and to retain any such property upon the default of the borrower, whether or not investment in such property is authorized under this Agreement, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrower;
(viiii) with the written consent of the Company, to enroll the Master Fund in a program maintained by Bankers to permit Participating Employees' customer's accounts to participate in dividend reinvestment plans offered by issuers of securities held in accounts, such as the Master Fund, in order to realize upon the discount from market value offered shareholders without any investment risk or other impact on the managed assets in the Master Fund, and to receive compensation therefor (including reimbursement for certain of its out-of-pocket costs associated therewith) out of the income received by the Master Fund from participation in such program;
(ixj) subject to Section 6(f), to hold uninvested cash awaiting investment and such additional cash balances as it shall deem reasonable or necessary, without incurring any liability for the payment of interest thereon;
(x) to delegate to the Company by mutual agreement in writing any of its functions under this Agreement except the custody of assets (other than notes evidencing Participating Employee loans and supporting documentation), and to be relieved from any and all liability or responsibility, with respect to functions so delegated to the Company, for any action taken or not taken by the Company;
(xi) to hold, invest and reinvest the assets of the Fund in common with the assets of qualified employee benefit plans of the Company or its affiliates held as separate trusts by the Trustee; provided, however, that the Trustee's records shall at all times show the equitable share of the Fund in such common fund;
(xii) subject to the prior written approval of the Company, to compromise, compound, submit to arbitration or settle any debt or obligation owing to or from it as Trustee; to reduce or increase the rate of interest on extension, or otherwise modify, foreclose upon default, or enforce any such obligation; to ▇▇▇ or defend suits or legal proceedings to protect or enforce any interest in the Trust and to represent the Trust in all suits or legal proceedings in any court or before any other administrative agency, body or tribunal; provided, however, that the Trustee shall not need the approval of the Company to pursue any claim involving Bankers in its capacity as Trustee; and provided, further, that the Trustee shall exercise the foregoing powers with respect to any amount due or owing from a Participating Employee only upon the directions of the Company;
(xiii) with the written consent of the Company, to utilize BT Brokerage Corporation to execute transactions in Company Shares where the use of BT Brokerage Corporation would be appropriate applying the criteria normally applied by Bankers in selecting any other broker;
(xiv) to execute and deliver such instruments and to take any and all actions, including the filing with the United States Department of Labor for exemptive or other administrative relief from the provisions of ERISA or the Code, as the Trustee, upon prior consultation with the Company, or the Company determines to be necessary or desirable to carry out any of the foregoing powers or otherwise in the best interests of the Trust; and
(xvk) generally, consistent with the provisions of this Agreement to perform all acts (whether or not expressly authorized herein) which it may deem necessary and prudent for the protection of the assets of the Trust.
Appears in 1 contract
Sources: Trust Agreement (Omnicom Group Inc)