General Powers of the Trustee. (a) The Trustee shall have all of the powers necessary or desirable to perform properly the duties herein set forth. (b) In extension and not in limitation of the powers given it by law or by other provisions of this Trust Agreement, the Trustee shall have the following powers with respect to the Fund; each and all of which powers may be exercised without court order or other legal formality: (1) To invest and reinvest any monies at any time forming a part of the Fund in any property, real, personal or mixed or any interest therein, wherever situate, which offers possibilities for investment return through either capital appreciation or income or both, including, but not limited to, savings accounts or other savings investment media, capital or common stock (whether voting or non-voting and whether or not currently paying a dividend), preferred or preference stock (whether voting or non-voting and whether or not currently paying a dividend), convertible securities, corporate and governmental obligations, real property, leaseholds, ground rents, mortgages, junior mortgages and other interests in realty, notes and other evidences of indebtedness or ownership (secured or unsecured), contracts, partnership or joint venture interests, choses in action, and warrants, derivatives and other instruments entitling the owner thereof to subscribe to or purchase any of the aforesaid. Investments pursuant hereto may be made by the Trustee without any duty to refrain from making investments which by any statute, rule of court or custom would not be considered appropriate investments for a trustee or which are not productive of income and without any limitation because of the size or nature of any investment, the size or nature of the enterprise in which any investment is made, the lack or absence of certainty or regularity of return on the investment or the volatile nature of the market value of any investment. A substitute Trustee need not request approval from any governmental agency as to the propriety of any investment in the Fund at the time it assumes its duties. (2) To retain, manage, operate, repair, develop, preserve, improve, mortgage or lease for any period any real, personal or mixed property, either alone or by joining with others, using other trust assets for any such purposes if deemed advisable; to modify, extend, renew or otherwise adjust any or all of the provisions of any such mortgage or lease, including the waiver of rentals; and to make provisions for the amortization of the investment or in depreciation of the value of such property as it may deem advisable. (3) To make, execute, acknowledge and deliver any and all deeds, leases, assignments and instruments. (4) To borrow or raise money for the purposes of the Fund, including the borrowing of money for the purpose of acquiring, improving, developing and repairing real, personal or mixed property, or any interest therein and any other property, and for the purpose of acquiring any property owned by the Commission to the extent permitted by applicable law. For any sum so borrowed, the Trustee may issue a promissory note as Trustee, and secure the repayment thereof by pledging, mortgaging, or otherwise assigning all or any part of the Fund. (5) To sell or otherwise dispose of, either by public or private sale, any property, real, personal or mixed, at any time held by the Trustee, for such considerations, and on such terms and conditions as to credit or otherwise as may be appropriate, and to make contracts and grant options with respect to any such property, to bid for and become the purchaser of any property so sold on behalf of the Fund at any public sale thereof, and to again sell the same without liability for any resulting loss. (6) To exchange any property at any time held by the Trustee for other property, and to pay and receive money to effect equality in price. (7) To vote in person or by proxy any stocks, bonds or other securities held by the Trustee; to exercise any options appurtenant to any stock, bonds or other securities, or to exercise any right to subscribe for additional stocks, bonds or other securities, and to make any and all necessary payments therefore to join in, or to dissent from, and to oppose the reorganization, recapitalization, consolidation, liquidation, sale or merger of corporations or properties in which it may be interested as Trustee. (8) To compromise, compound and settle any debt or obligations and to agree to reduce the rate of interest on, to extend or otherwise modify, or to foreclose upon default, or otherwise enforce any such obligation. (9) To cause any investments from time to time held by it to be registered in, or transferred into, its name as Trustee, or the name of a nominee, or to retain them unregistered or in form permitting transferability by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Fund. The Trustee is authorized to utilize the services of a securities clearing corporation such as The Depository Trust Co. to the extent permitted by applicable law. (10) To employ and enter into agreements with such counsel, accountants, brokers, investment trustees, investment advisors, and other agents as may be directed by the Commission, and to pay their reasonable expenses and compensation. (11) To retain any stocks or other property received as a result of the exercise of any of the powers herein granted, whether or not investment in such stocks or other property is authorized by Section 5.6(b)(1). (12) To organize and incorporate under the laws of any state the Trustee may deem advisable one or more holding corporations for the purposes of acquiring and holding title to any real or personal property which the Trustee is authorized to acquire under this Section 5.6, and to exercise with respect thereto any and all of the powers, functions and duties set forth in this Section 5.6. (13) To retain any cash and keep unproductive of income, by deposits in a bank, even if the balances in any such account exceed the deposit insurance limits in effect from time to time, or otherwise any portion of the Fund as may be advisable, without liability to pay interest on such cash balance or on cash in its hands pending investment or distribution. (14) To the extent permitted by applicable law, to cause any or all assets of this Fund to be invested and reinvested in any proportion through the medium of any combined, common or commingled trust fund or funds (such collective funds being hereinafter referred to as the “Combined Funds”). In connection with the participation of this Fund in any of the Combined Funds, where required by law or the terms of any such Combined Fund, the instrument establishing such Combined Fund is hereby adopted and made a part of this Trust Agreement, to the extent such instrument does not violate applicable law, and any assets of this Fund invested in any of the Combined Funds shall be subject to all the provisions thereof, as the same may be amended from time to time. (15) To the extent permitted by applicable law, to cause any or all assets of this Fund to be commingled for investment purposes with the assets of other employee benefit plans maintained by the Commission or an affiliated entity. (16) To hold and administer the Fund without distinction between principal and income, and as a single trust fund without physical separation of any separate funds or accounts provided by the Plan, except where the Commission clearly requires the segregation of Fund assets. (c) Each and all of the foregoing powers may be exercised without court order or other legal formality. No one dealing with the Trustee need inquire concerning the validity or propriety of anything that is done or need see to the application of any money paid or property transferred to or upon the order of the Trustee.
Appears in 1 contract
Sources: Trust Agreement
General Powers of the Trustee. (a) The Trustee shall have all of the powers necessary or desirable to perform properly the duties herein set forth.
(b) In extension and not in limitation of the powers given it by law or by other provisions of this Trust Agreement, and subject to the provisions of Sections 5.7 and 5.8, if applicable, the Trustee shall have the following powers with respect to the Fund; each and all of which powers may be exercised without court order or other legal formality:
(1) To invest and reinvest any monies at any time forming a part of the Fund in any property, real, personal or mixed or any interest therein, wherever situate, which offers possibilities for investment return through either capital appreciation or income or both, including, but not limited to, savings accounts or other savings investment media, capital or common stock (whether voting or non-voting and whether or not currently paying a dividend), preferred or preference stock (whether voting or non-voting and whether or not currently paying a dividend), convertible securities, corporate and governmental obligations, real property, leaseholds, ground rents, mortgages, junior mortgages and other interests in realty, notes and other evidences of indebtedness or ownership (secured or unsecured), contracts, partnership or joint venture interests, choses in action, and warrants, derivatives warrants and other instruments entitling the owner thereof to subscribe to or purchase any of the aforesaid. Investments pursuant hereto may be made by the Trustee without any duty to refrain from making investments which by any statute, rule of court or custom would not be considered appropriate investments for a trustee or which are not productive of income and without any limitation because of the size or nature of any investment, the size or nature of the enterprise in which any investment is made, the lack or absence of certainty or regularity of return on the investment or the volatile nature of the market value of any investment. A substitute Trustee need not request approval from any governmental agency as to the propriety of any investment in the Fund at the time it assumes its duties.
(2) To retain, manage, operate, repair, develop, preserve, improve, mortgage or lease for any period any real, personal or mixed property, either alone or by joining with others, using other trust assets for any such purposes if deemed advisable; to modify, extend, renew or otherwise adjust any or all of the provisions of any such mortgage or lease, including the waiver of rentals; and to make provisions for the amortization of the investment or in depreciation of the value of such property as it may deem advisable.
(3) To make, execute, acknowledge and deliver any and all deeds, leases, assignments and instruments.
(4) To borrow or raise money for the purposes of the Fund, including the borrowing of money for the purpose of acquiring, improving, developing and repairing real, personal or mixed property, or any interest therein and any other property, and for the purpose of acquiring any property owned by the Commission to the extent permitted by applicable law. For any sum so borrowed, the Trustee may issue a promissory note as Trustee, and secure the repayment thereof by pledging, mortgaging, or otherwise assigning all or any part of the Fund.
(5) To sell or otherwise dispose of, either by public or private sale, any property, real, personal or mixed, at any time held by the Trustee, for such considerations, and on such terms and conditions as to credit or otherwise as may be appropriate, and to make contracts and grant options with respect to any such property, to bid for and become the purchaser of any property so sold on behalf of the Fund at any public sale thereof, and to again sell the same without liability for any resulting loss.
(6) To write call option contracts that give another the right to purchase from the Trustee, at a future time, any stock or security of any company, and to purchase call option contracts that give the Trustee the right to purchase from another, at a future time, any stock or security of any company if (A) with respect to the writing of a call option contract, at the time the contract is written and except in extraordinary circumstances, as long as it is outstanding, the assets of the Fund include a sufficient number of shares of the stock or security which is the subject of the contract to fulfill the contract, or (B) with respect to the purchase of a call option contract, the purchase is a closing purchase transaction, i.e., the purchase is for the purpose of enabling the Trustee to liquidate its position as a writer of a call option contract. The Commission realizes that there are risks inherent in the transactions described above, but it believes that the possibility of preserving the capital and income values of the Fund may be enhanced by the prudent use of the discretion granted herein.
(7) To exchange any property at any time held by the Trustee for other property, and to pay and receive money to effect equality in price.
(7) 8) To vote in person or by proxy any stocks, bonds or other securities held by the Trustee; to exercise any options appurtenant to any stock, bonds or other securities, or to exercise any right to subscribe for additional stocks, bonds or other securities, and to make any and all necessary payments therefore to join in, or to dissent from, and to oppose the reorganization, recapitalization, consolidation, liquidation, sale or merger of corporations or properties in which it may be interested as Trustee.
(8) 9) To compromise, compound and settle any debt or obligations and to agree to reduce the rate of interest on, to extend or otherwise modify, or to foreclose upon default, or otherwise enforce any such obligation.
(910) To cause any investments from time to time held by it to be registered in, or transferred into, its name as Trustee, or the name of a nominee, or to retain them unregistered or in form permitting transferability by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Fund. The Trustee is authorized to utilize the services of a securities clearing corporation such as The Depository Trust Co. to the extent permitted by applicable law.
(1011) To employ and enter into agreements with such counsel, accountants, brokers, investment trustees, investment advisors, and other agents as may be directed by the CommissionAdministrator, and to pay their reasonable expenses and compensation.
(1112) To retain any stocks or other property received as a result of the exercise of any of the powers herein granted, whether or not investment in such stocks or other property is authorized by Section 5.6(b)(1).
(1213) To organize and incorporate under the laws of any state the Trustee may deem advisable one or more holding corporations for the purposes of acquiring and holding title to any real or personal property which the Trustee is authorized to acquire under this Section 5.6, and to exercise with respect thereto any and all of the powers, functions and duties set forth in this Section 5.6.
(1314) To retain any cash and keep unproductive of income, by deposits in the Trustee’s own Banking Department if the Trustee is a bankcorporate Trustee, even if the balances in any such account exceed the deposit insurance limits in effect from time to time, or otherwise any portion of the Fund as may be advisable, without liability to pay interest on such cash balance or on cash in its hands pending investment or distribution.
(1415) To the extent permitted by applicable law, to cause any or all assets of this Fund to be invested and reinvested in any proportion through the medium of any combined, common or commingled trust fund or funds established by a corporate Trustee or its affiliate as trustee or another person or entity acting as trustee or investment manager for the collective investment of trust funds of employee benefit plans (all such collective funds being hereinafter referred to as the “Combined Funds”). In connection with the participation of this Fund in any of the Combined Funds, where required by law or the terms of any such Combined Fund, the instrument establishing such Combined Fund is hereby adopted and made a part of this Trust Agreement, to the extent such instrument does not violate applicable law, and any assets of this Fund invested in any of the Combined Funds shall be subject to all the provisions thereof, as the same may be amended from time to time.
(1516) To the extent permitted by applicable law, to cause any or all assets of this Fund to be commingled for investment purposes with the assets of other employee benefit plans maintained by the Commission or an affiliated entity.
(1617) To hold and administer the Fund without distinction between principal and income, and as a single trust fund without physical separation of any separate funds or accounts provided by the Plan, except where the Commission clearly requires the segregation of Fund assets.
(c) Each and all of the foregoing powers may be exercised without court order or other legal formality. No one dealing with the Trustee need inquire concerning the validity or propriety of anything that is done or need see to the application of any money paid or property transferred to or upon the order of the Trustee.
Appears in 1 contract
Sources: Trust Agreement