EXHIBIT 4.3
MASTER TRUST AGREEMENT
This Agreement made as of November 1, 1997, between Regal-Beloit
Corporation, (hereinafter referred to as the "Company") and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
TRUST COMPANY, a Wisconsin banking corporation (hereinafter referred to as the
"Trustee").
WITNESSETH:
WHEREAS, the Company and certain of its affiliated and subsidiary
corporations listed in Appendix A attached hereto (which affiliated and
subsidiary corporations shall hereinafter be referred to singularly or
collectively as the "Corporation" or the "Corporations") have established
certain pension retirement and other employee benefit plans for the exclusive
benefit of their respective eligible employees and the beneficiaries thereof
(which plans shall hereinafter be referred to as the "Separate Plans"), each
of which Separate Plans is listed in Appendix A attached hereto and constitutes
a qualified pension plan within the meaning of Section 401 (a) of the Internal
Revenue Code, as amended; and
WHEREAS, on November 1, 1997, the Company established a master trust;
WHEREAS, under the terms of each of the Separate Plans, the Company and the
Corporations have, pursuant to the terms of the Separate Plans, entered into a
trust agreement or agreements establishing certain trusts thereunder (which
trusts shall hereinafter be referred to as the "Separate Trusts"), each of
which Separate Trust is listed in Appendix A attached hereto and constitutes a
trust exempt from tax under Section 501 (a) of the Internal Revenue Code, as
amended, by reason of forming a part of a Separate Plan qualified under Section
401 (a) of said Code, as amended; and
WHEREAS, the Company and the Corporation now desire to establish a single
master trust for, among other purposes, the collective investment of the assets
of the Separate Trusts and such additional property as may from time to time be
contributed thereto under the terms of the Separate Plans, which master trust is
intended to be exempt from tax under Section 501 (a) of the Internal Revenue
Code, as amended, by reason of its forming a part of plans qualified under
Section 401 (a) of the Internal Revenue Code, as amended; and
WHEREAS, the assets of the separate master trust so transferred to the
aforesaid master trust, together with such additional property as may from time
to time be contributed hereto under the terms of the Separate Plans, shall be
invested,reinvested and administered by the Trustee as a single trust under the
Separate Plans; and
WHEREAS, the Trustee is willing to hold such assets and to invest, reinvest
and administer the same pursuant to the terms of this Master Trust Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Company and the Trustee do hereby covenant and
agree as follows:
ARTICLE ONE
1.01 The Company hereby establishes with the Trustee a Master Trust
consisting of such sums of money and such property acceptable to the Trustee as
shall from time to time be paid or delivered to the Trustee and the earnings and
profits thereon. All such money and property, all investments made therewith
and proceeds thereof and all earnings and profit thereon, less the payments or
other distributions which, at the time of reference, shall have been made by the
Trustee, as authorized herein, and referred to herein as the "Master Fund", or
the "Fund," and shall be held by the Trustee, in trust, and dealt with in
accordance with the provision of the Agreement.
1.02 When the assets of each Separate Trust are transferred to the
Trustee, the Separate Trusts shall cease to exist as separate trusts and shall
be considered to continue hereafter as a single trust hereunder.
ARTICLE TWO
2.01 Each of the Separate Plans shall be a Participating Plan hereunder.
2.02 Any other Plan may be funded in whole or in part through the Master
Trust and become a Participating Plan thereby only if all of the following
conditions have been met:
a. The Company, or a Corporation has established the Plan;
b. The Plan is qualified under Section 401 (a) of the Internal
Revenue Code of 1986, as amended;
c. The Master Trust is exempt from taxation under Section 501 (a) of
the Internal Revenue Code of 1986, as amended;
d. The Master Trust (as then in effect and as the same may be amended
from time to time) has been duly adopted as a trust under the Plan and
in the case of a Corporation, the Company has consented thereto;
e. The Master Trust is maintained at all times as a domestic trust in
the United States; and
f. The Company is duly authorized under the Plan to exercise on
behalf of such Plan all of the authority vested in it by the terms of
this Master Trust.
2.03 When the Master Trust is adopted as a trust under the Plan of any
Corporation, such Corporation shall be bound by the decisions, instructions,
actions and directions of the Company under this Agreement and the Trustee shall
be fully protected by the Company and such Corporation in relying upon such
decisions, instructions, actions and directions of the Company. The Trustee
shall not be required to give notice to or obtain the consent of any such
Corporation with respect to any action which is taken by the Trustee pursuant to
this Agreement, and the Company shall have the sole authority to enforce this
Agreement on behalf of any such Corporation.
2.04 Responsibility for the management and control of the assets of Plans
utilizing the Master Trust as a funding medium (including the power to acquire
or dispose of such assets) may be vested at the discretion of the Company in the
Trustee and/or in one or more Investment Managers appointed by the Company.
That portion of the fund for which the Trustee shall have such responsibility is
hereinafter referred to as the "Discretionary Fund." Any portion of the Master
Fund over which an Investment Manager shall have such responsibility is
hereinafter referred to as a "Directed Fund." Allocation of assets of the Fund
between or among any Discretionary or Directed Funds shall be determined by the
Company. Further, the Company, being a named fiduciary for this purpose,
reserves the right to itself to direct the Trustee respecting the management and
control of certain assets of specified Plans (including the power to acquire or
dispose of such assets) and such portion of the Master Fund over which the
Company shall have such responsibility is hereinafter referred to as the
"Company Directed Fund." The Company may direct the Trustee to hold all or any
part of the assets from time to time constituting the Company Directed Fund
separate and apart from the assets of the Master Fund. For efficiency or
convenience of investment or administration, the Master Fund or the
Discretionary, Directed or Company Directed Fund may be divided into such one or
more sub-funds as the Company or the Trustee may deem advisable.
For the purpose of this Agreement, "Investment Manager" shall mean an
investment adviser registered under the Investment Advisers Act of 1940, a bank
(other than the Trustee) as defined in the Act, or an insurance company
qualified to perform investment management services under the laws of more than
one State, which shall have acknowledged in writing to the Company that it is a
fiduciary with respect to all Participating Plans, and which shall have the
power to manage, acquire and dispose of Plan assets.
2.05 The Trustee shall maintain a separate account reflecting the
equitable share in the Master Fund of each Participating Plan. The equitable
shares in the Master Fund of the respective present Participating Plans as of
November 1, 1997 shall be proportionate to the fair market values of the assets
allocable to such Plans under the Separate Trusts, as certified by the Company
to the Trustee. Thereafter, for the purpose of determining the equitable shares
of Participating Plans, the Trustee shall determine the value of the assets of
the Master Fund as of the last day of each month and as of such other dates as
the Trustee may deem appropriate or the Company may direct. In addition, for
the convenience of the company, the Company may request the Trustee to include
in such account assets which do not constitute part of the Master Fund or are
held by the Trustee in a segregated Company Directed Fund, for the purposes of
determining the value of all of the assets of such Participating Plans. Assets
shall be valued attheir market values at the close of business on the date of
valuation, or, in the absence of readily ascertainable market values, at such
values as the Trustee shall determine in accordance with methods consistently
followed and uniformly applied. Anything herein to the contrary
notwithstanding, with respect to assets constituting part of a Directed Fund
hereunder or in the event that assets which do not constitute part of the Master
Fund or which are held by the Trustee in a segregated Company Directed Fund are
included in such valuation or account at the request of the Company, the Trustee
may rely for all purposes of this Agreement, including for the purpose of
determining the value of such assets as of any monthly or other valuation date,
on any certified appraisal or other form of valuation submitted to it by the
Investment Manager, the Company, or by the person or persons controlling such
assets.
2.06 Except as provided in Section 3.01 (c), the Trustee shall not be
required to maintain any separate records or accounts with respect to any
participant in (or beneficiary of) any Participating Plan which is of the
defined benefit type, and any such records or accounts required to be maintained
pursuant to the terms of any such Plan shall be maintained by the Company or by
the appropriate committee, entity or person(s) directly charged with such
responsibility under the individual Participating Plan.
2.07 By entering into this Agreement, the Trustee does not assume any
responsibility or undertake any duty to enforce payment of any contribution to
any Participating Plan, any responsibility for the adequacy of the Fund or the
funding standards adopted by the sponsor of any Participating Plan to meet or
discharge any pension or other liabilities under such Plan, or (except as
otherwise required by law) any responsibility under the terms of this Agreement
for the management or control of any Directed Funds or Company Directed Funds.
No duties or obligations shall be imposed upon the Trustee unless they have been
specifically undertaken by the express terms of this Agreement.
2.08 Except as may otherwise be permitted by law, at no time prior to the
satisfaction of all liabilities with respect to participants and their
beneficiaries under any Participating Plan shall any part of the equitable share
of such Participating Plan in the Master Fund be used for, or diverted to, any
purposes other than for the exclusive benefit of such participants and their
beneficiaries, and for defraying reasonable expenses of administering such
Plans.
ARTICLE THREE
3.01 The Trustee shall:
a. hold, invest and reinvest the Discretionary Fund as provided in
Article Four in accordance with the powers and discretion contained in or
referred to in Article Seven;
▇. ▇▇▇▇▇▇ purchases and sales for any Directed Fund upon the
instructions of the Investment Manager as provided in Article Five or in the
case of a Company Directed Fund, upon the instructions of the Company;
c. pay moneys on the order of the Company, including when the
Company shall so order, payments directly to or for the benefit of the
participants and their beneficiaries, or to an insurance company to provide, by
the purchase of an annuity contract, or otherwise, for the payment of benefits
and the Trustee shall keep records of any and all such payments so directed
and provide such tax advices or governmental forms and reports as shall from
time to time be agreed upon between the Company and the Trustee; and
d. transfer any portion of the Master Fund on the order of the
Company to any insurance company or other trustee to provide an alternative or
additional funding medium or investment vehicle for the management and/or
control of Participating Plan assets.
3.02 Any orders pursuant to subparagraphs (c) and (d) of Section 3.01 may,
but need not specify the application to be made of moneys so ordered, and the
Trustee may charge such distribution against any portion of the Master Fund, as
the Company may direct. The Trustee may assume that any such orders are not
contrary to any applicable law. The Trustee shall not be responsible in any way
respecting the determination, computation, payment or application of any benefit
or payment which it is ordered to make, or for the form, terms or issuer of any
insurance contract which it is directed to purchase with assets of the Fund
(whether or not such contract is purchased to provide primarily for the payment
of benefits under any Participating Plan or primary as an investment vehicle or
funding medium), for performing any functions under any insurance contract which
it may be directed to purchase and hold as Contract Holder thereunder (other
than the execution of any documents incidental thereto on the instruction of
the Company), or for the terms of any trust agreement under which any trustee
to which it shall deliver any assets of the Fund on the order of the Company is
acting, or for any other matter affecting the administration of a Plan by the
Company, or any other person or persons to whom responsibility for Plan
administration is allocated or delegated pursuant to the terms of a
Participating Plan.
3.03 Any power or duty of the Company hereunder shall be exercised by the
Board of Directors of the Company or by such other person or persons as are
authorized to exercise such powers or duties as certified by the Company in
writing to the Trustee. The Trustee shall be entitled to rely upon any such
certification by the Company. The Trustee shall be fully protected in
continuing to rely on such certification until a subsequent certification is
filed with the Trustee.
ARTICLE FOUR
4.01 The Trustee shall invest and reinvest the Discretionary Fund as a
single fund without distinction between principal and income in such investments
and at such time or times and in such shares and proportions as it, in its
absolute discretion, shall deem advisable; except that, the Trustee is
authorized to hold in the Discretionary Fund uninvested cash awaiting investment
and such additional cash balances as it shall deem reasonable or necessary to
meet anticipated distributions from or administrative costs of any Participating
Plan or the Fund, without incurring any liability for the payment of interest on
such cash, notwithstanding that the Trustee or an affiliate thereof may accrue
interest on such cash balances.
The Trustee shall discharge the foregoing powers and discretion in
accordance with the funding policy and guidelines established by the Company
from time to time and communicated in writing to the Trustee. The Trustee shall
have no responsibility with respect to the formulation of any funding,
investment or diversification policy embodied in any such direction.
If the Company has exercised its discretion to vest responsibility for the
management and control of any portion of the Master Fund in one or more
Investment Managers or in itself as to a Company Directed Fund, or if the Master
Fund is not the only funding medium under a Participating Plan, any trustee
(including the Trustee), Investment Manager or other person in whom fiduciary
responsibility is vested for the management and control of any Plan assets shall
exercise its fiduciary responsibilities with respect to such Plan assets,
including without limitation any responsibility of diversification imposed by
Section 404 (a) (1) (C) of the Employee Retirement Income Security Act of 1974
("ERISA"), as if the assets allocated to it constituted the entirety of the Plan
assets. The Company or some other fiduciary named by it shall be responsible
for the overall diversification of the entire Master Fund.
4.02 The Trustee may in its discretion invest and reinvest in either (i)
any fund created and administered by it, as the trustee thereof, for the
collective investment of the assets of employee benefit trusts or otherwise, as
long as such collective investment fund is a qualified trust under the
applicable provisions of the Internal Revenue Code (and while any portion of the
Fund is so invested such collective investment fund shall constitute part of the
Participating Plans, and the instrument creating such fund shall constitute part
of this Master Trust Agreement) or (ii) the shares of any mutual fund including
any such fund from which the Trustee or any affiliate thereof receives an
investment management fee or any other fee.
ARTICLE FIVE
5.01 The investment and reinvestment of any Directed Fund established
under this Agreement shall be under the exclusive management and control of the
Investment Manager appointed by the Company. The Trustee shall not be a party
to any agreement with the Investment Manager, and the terms and conditions of
appointment, authority and retention of the Investment Manager shall be the sole
responsibility of the Company.
The Company shall certify in writing to the Trustee:
a. that it has appointed an Investment Manager with respect to each
Participating Plan; and
b. the assets of the fund to be allocated to the Directed Fund which
such Investment Manager shall have responsibility.
The Company shall also furnish to the Trustee a certification by such
Investment Manager that it is an "Investment Manager" as such term is defined in
Section 2.04 of this Agreement.
The Investment Manager shall furnish the Trustee from time to time with the
names and signatures of those persons authorized to direct the Trustee on its
behalf hereunder. The Trustee shall be fully protected in continuing on its
behalf hereunder. The Trustee shall be fully protected in continuing to rely on
the certification provided by an Investment Manager as to such authorized
persons until a subsequent certification is filed with the Trustee. The Trustee
shall have the right to request that all directions by an Investment Manager
pursuant to this Agreement be in writing and shall assume no liability hereunder
for failure to act pursuant to such directions unless and until it shall receive
directions in a form satisfactory to it.
5.02 All transactions in or from a Directed Fund related to the
acquisition or disposal of assets, as well as all purchases and sales of assets,
shall be made upon such terms and conditions and from or through such principals
and agents, as the Investment Manager shall direct. No directed transactions
shall be executed through the facilities of the Trustee except in those
instances where the Trustee shall make available its facilities solely for the
purposes of temporary investment of cash reserves of a Directed Fund. (However,
nothing herein shall confer any authority or obligation upon the Trustee to
invest or reinvest the cash balances of any Directed Fund unless and until it
receives directions from the Investment Manager.)
5.03 Supervision of the Investment Manager shall be the exclusive
responsibility of the Company. Therefore, the Trustee shall have no duty to
review any direction or any securities or other property held in any Directed
Fund or to make suggestions to the Investment Manager or the Company with
respect to the exercise or non-exercise of any power by the Investment Manager.
The Trustee shall be fully protected in acting or omitting to act in accordance
with or in the absence of the written directions of the Investment Manager or of
the Company respecting any Company Directed Fund and shall be under no liability
for any loss of any kind which may result by reason of any action taken or
omitted by it in good faith in accordance with any such direction or by reason
of inaction in the absence of such written directions.
5.04 The Trustee shall not be deemed to have any responsibility to manage
and control any asset held in a Directed Fund or Company Directed Fund upon the
resignation or removal of an Investment Manager or withdrawal by the Company of
its control as to a Company Directed Fund unless and until it has been notified
in writing by the Company of its withdrawals of control as to a Company Directed
Fund or that the Investment Manager's authority has terminated and that such
Directed Fund or Company Directed Fund assets are to be integrated with the
Discretionary Fund. Such notice shall not be deemed effective until a
reasonable period after it has been received by the Trustee. In the event that
the assets of a Directed Fund or Company Directed Fund shall
become integrated at any time with the Discretionary Fund, the Trustee shall not
be liable for any losses to the Master Retirement Fund resulting from the
disposition of any investment made by an Investment Manager or the Company or
for the holding for any illiquid or unmarketable securities or the holding of
any other asset acquired by the Investment Manager or the Company if the Trustee
is unable to dispose of such investments because of any Securities Laws
restrictions or if any orderly liquidation of such investment is impractical
under prevailing conditions, or for failure to comply with any investment or
diversification limitations imposed by the Company pursuant to the power
reserved to it under Section 4.01 or for any other violation of the terms of
this Agreement, the Participating Plans or applicable law or laws as a result of
the addition of Directed Fund or Company Directed Fund assets to the
Discretionary Fund.
5.05 The Trustee shall not be liable for the acts or omissions of any
Investment Manager constituting a breach of the Investment Manager's duties
unless it shall have been judicially determined that the Trustee knowingly
participated in, or knowingly undertook to conceal, such act or omission,
knowing such act or omission constituted a breach of the Investment Manager's
duties hereunder.
ARTICLE SIX
6.01 Without in any way limiting the powers and discretions conferred upon
the Investment Manager by the other provisions of this Agreement or by law, any
Investment Manager appointed hereunder shall have the following powers and
discretions with respect to the Directed Fund subject to its management and
control, and, upon the directions of such Investment Manager, the Trustee shall
make, execute, acknowledge and deliver any and all documents of transfer and
conveyance and any and all other instruments that may be necessary or
appropriate to carry out such powers and discretions:
a. to sell, exchange, convey, transfer or otherwise dispose of any
property constituting the Directed Fund by privatecontract or at public auction,
and no person dealing with the Investment Managers or the Trustee shall be bound
to see to the application of the purchase money or to inquire into the validity,
expediency or propriety of any such sale or other disposition;
b. to enter into contract or to make commitments either alone or in
concert with others to sell at any future date any property acquired for the
Directed Fund or to purchase at any future date any property which it may be
authorized to acquire under this Agreement;
c. to purchase part interests in real property or in mortgages on
real property, wherever such real property may be situated;
d. to lease to others for any term without regard to the duration of
this Trust any real property or part interest in real property held in the
Directed Fund;
e. to delegate to a manager or the holder or holders of a majority
interest in any real property or mortgage on real property at any time
constituting a part of the Directed fund, the management and operation of any
part interest in such real property or mortgage and the authority to sell such
real property or mortgage or otherwise carry out the decisions of such manager
or holder or holders of such majority interest;
f. to vote upon any stocks, bonds or other securities; to give
general or special proxies or powers of attorney with or without power or
substitution rights or other options and to make any payments incidental
thereto; to consent to or otherwise participate in corporate reorganizations or
other changes affecting corporate securities and to delegate discretionary
powers and to pay any assessments or charges in connection therewith; and
generally to exercise any of the powers of an owner with respect to stock,
bonds, securities or other property held in the Directed Fund.
g. to convert, redeem, exchange for other securities or other
property any securities or property held by it, or to write covered call options
against securities held by it or other forms of options directly related to any
such call options outstanding; and
h. to invest, in the case of any Investment Manager which is a bank
or trust company, through the medium of any fund created and administered by
such Investment Manager for the collective investment of the assets of employee
benefit trusts or otherwise, or in the case of any Investment Manager, to invest
through the medium of any similar collective investment fund created and
administered by the Trustee hereof which serves as a vehicle for the temporary
investment of reserves of participating trusts, so long as in either case such
collective investment fund is a qualified trust under the applicable provisions
of the Internal Revenue Code (and while any portion of the assets of the
Participating Plans is so invested, such collective investment fund shall
constitute part of the Separate Plans, and the instrument creating such fund
shall constitute part of this Master Trust).
6.02 In the event that any investment is made by an Investment Manager in
real property, then the Trustee shall have the right to request as a condition
precedent to its executing any documents or paying over any trust assets in
connection with such transactions, that it received a certified appraisal that
the property has a value at least equal to the transaction price and that the
property is in the form and condition described in such documents, and, further,
that it receive an opinion of counsel (who may be counsel to the Investment
Manager) that such documents are in proper form for execution by the Trustee,
that such deed or document has been or will be properly recorded under all
applicable Recording Acts, and that appropriate policies adequately insuring the
trust against loss for any reason (including a defect in title) have been
procured in the name of the Trustee. In addition, the Investment Manager shall
provide the Trustee, upon request, with the current appraisals of such property
which shall be relied upon by the Trustee for all valuation and accounting
purposes under this Agreement.
6.03 The Company, as to any Company Directed Fund, shall be vested with
all of the powers and discretion vested in an Investment Manager by Section 6.01
and, in addition, may specifically direct the acquisition, holding or sale of
employer securities or employer real property which are "qualifying" within the
meaning of the subject to all the limitations of ERISA, except that employer
securities or employer real property may be held to the extent permitted under
Section 414 (c) (2) or any other transitional rule or applicable exemption under
ERISA.
ARTICLE SEVEN
7.01 The Trustee, with respect to the Discretionary Fund, shall be
vested with all of the powers and discretions vested in the Investment Manager
by Section 6.01.
7.02 In addition, the Trustee is hereby authorized respecting the
Master Fund in its discretion:
a. to register any securities held in the Fund in its own name or in
the name of a nominee and to hold any investment in bearer form, and to
combine certificates representing such investments with certificates of the
same issue held by the Trustee in other fiduciary capacities or to deposit or
to arrange for the deposit of such securities in any qualified central
depository or clearing corporation 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 any other person, or
to deposit or arrange for the deposit of any securities issued by the United
States Government, or an agency or instrumentality thereof, with a federal
reserve bank, but the books and records of the Trustee shall at the times
show that all such investments are part of the Master Fund;
b. to employ suitable agents, depositories and counsel, domestic or
foreign, and to charge their reasonable expenses and compensation against
the fund;
c. to borrow money, with or without payment of interest, from any
source as may be necessary or advisable to effectuate the purpose of the
Master Fund on such terms and conditions as the Trustee, in its absolute
discretion, may deem advisable;
d. to deposit any funds of the trust in interest bearing account
deposits maintained by or savings certificates issued by the Trustee, in its
separate corporate capacity, or in any other banking institution affiliated
with the Trustee;
e. to compromise or otherwise adjust all claims in favor of or against
the Fund subject to Company approval;
f. to organize corporations under the laws of any state for the
purpose of acquiring or holding title to any property for the fund or to
request the Company to appoint another trustee for such purpose;
g. to make any distribution or transfer of the Discretionary Fund
assets in cash or inkind as the Trustee and, in furtherance thereof, to value
such assets, which valuation shall be subject to the approval of the Company.
ARTICLE EIGHT
8.01 The Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions hereunder for the
Master Fund (including any Directed Fund or Company Directed Fund) and all
accounts, books and records relating thereto shall be open to inspection and
audit at all reasonable times by any persons designated by the Company.
In addition, within ninety (90) days following the close of each fiscal
year, and within ninety (90) days after the removal or resignation of the
Trustee, the Trustee shall file with the Company a written accounting setting
forth all receipts and disbursements of the Fund and all investments and
other transactions effected by it upon its own authority or pursuant to the
directions of any Investment Manager or the Company as herein provided during
such fiscal year or during the period from the close of the last fiscal year
to the date of such removal or resignation. Within sixty (60) days from the
date of filing such annual or other account, the Trustee, if requested by the
Company, will also serve copies of such account upon any persons designated
by the Company as having administrative responsibility with respect to any
Participating Plan. Upon the expiration of two hundred ten (210) days from
the date of filing such account, the Trustee shall be forever released and
discharged from all liability and accountability to the Company or any person
upon whom the Trustee has served a copy of the account with respect to the
accuracy of such accounting, except with aspect to any such acts or
transactions as to which the Company or any person upon whom the account has
been served shall within such two hundred ten (210) day period file with the
Trustee specific written objections.
To the extent, if any, that the Trustee shall be required to value the
assets of any Directed Fund or Company Directed Fund for any purpose,
including any accounting as provided in this section 8.01, the Trustee may
rely for all purposes of this Agreement on any certified appraisal or other
form of valuation submitted to it by the party responsible for the management
and control of such Fund.
8.02 Except to the extent that Sections 502 and 504 of ERISA, as the
same may be amended from time to time, may provide otherwise, in order to
protect the Master Trust from the expenses which might otherwise be incurred,
no one other than the Company may require the Trustee to account or may
institute an action or preceding against the Trustee or the Fund. However,
nothing herein shall in any way limit the Trustee's right to bring any action
or proceeding to settle its account or for such other relief as it may deem
appropriate.
8.03 The Trustee may from time to time consult with counsel, who may
be counsel to the Company, with respect to any questions arising as to the
construction of this Agreement or any action to be taken hereunder and the
Trustee shall be fully protected, to the extent permitted by law, in acting
in good faith upon the advice of counsel.
ARTICLE NINE
9.01 Any expenses incurred by the Trustee in connection with its
administration of this Trust, including fees for legal services rendered to
the Trustee, provided the Trustee gives written notice served to the Company
prior to the retaining of such legal service, (whether or not rendered in
connection with a judicial or administrative proceeding and whether or not
incurred while it is acting as Trustee), such compensation to the Trustee as
may be agreed upon from time to time between the Trustee and the Company, and
all other proper charges and disbursements of the Trustee, shall be paid from
the Master Fund unless paid by the Company. The Company shall reimburse the
Trustee for any such expenses if for any reason such expenses cannot be paid
out of the Fund. The Company may direct the Trustee to pay from the Master
Fund the fees of any Investment Manager appointed pursuant to Section 5.01
and other proper administration expenses of any Participating Plan, including
but not limited to actuarial fees. All taxes of any and all kinds whatsoever
that may be levied or assessed under existing or future laws upon the Master
Fund or the income thereof shall be paid from the Master Fund. Any amount
paid from the Master Fund which is specifically allocable to a particular
Participating Plan or Plans shall be charged against the equitable shares of
such Participating Plan or Plans; any amount paid from the Fund which is
allocable to all of the Participating Plans shall be charged against the
Fund as a whole.
ARTICLE TEN
10.01 Subject to the provisions of Section 3.03, whenever the
provisions of this Agreement require or permit any action to be taken by the
Company or any Corporation, such action may be taken by the Board of Directors
of the entity taking the same or by any person authorized to act on behalf of
such entity by such Board of Directors. Any resolution adopted by the Board
of Directors of any corporation shall be certified to the Trustee by the
Secretary or an Assistant Secretary of such Corporation under its corporate
seal, and the Trustee may rely upon any resolution so certified until revoked
or modified by a further resolution similarly certified to the Trustee.
10.02 The Company shall furnish the Trustee from time to time with
a certificate of its Secretary or an Assistant Secretary as to the names and
signatures of all persons authorized to issue orders, requests, instructions
and objections to the Trustee pursuant to the provisions of this Agreement.
10.03 All orders, requests, instructions and objections of any of the
persons authorized to act in accordance with the provisions of this Agreement
may be required by the Trustee, to the extent practical, to be in writing,
but the Trustee shall be fully protected in acting in accordance with either
such written instructions or oral instructions received by the Trustee in
good faith.
10.04 The Trustee shall have the right to assume in the absence of
written notice to the contrary, that no event constituting a change in the
authority of any person or terminating any Investment Manager's authority has
occurred.
ARTICLE ELEVEN
11.01 If ▇▇▇▇▇▇▇▇ & llsley Trust Company is at any time acting as a
successor Trustee or succeeds to responsibilities hereunder for management of
plan assets with respect to the Fund (or any portion thereof), the Company
hereby agrees to hold ▇▇▇▇▇▇▇▇ & Ilsley Trust Company harmless from and
against all taxes, expenses (including counsel fees), liabilities, claims,
damages, actions, suits or other charges incurred by or assessed against it
as successor Trustee, as a direct or indirect result of any act or omission
of a predecessor trustee or any other person who, prior to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Trust Company's acceptance as Trustee, was charged under any agreement
affecting Fund assets for investment responsibility with respect to such
assets.
ARTICLE TWELVE
12.01 Upon receipt of notice from the Company of the termination, the
disqualification under Section 401 (a) of the Code, or the withdrawal from
this Master Trust, of any Participating Plan or any part thereof, the Trustee
shall withdraw and segregate the share of the assets of the Fund allocable to
such Participating Plan or part thereof and shall either dispose of such
segregated share in accordance with the directions of the Company or continue
to hold such segregated share, in trust, as a separate trust governed by the
same provisions as this Agreement, except that if such segregated share is
equal to an entire Participating Plan in the Fund, the entity or successor
thereto which had established such Participating Plan shall thereafter be
deemed to be "the Company" for all purposes of the Agreement. If such
segregated share is less than the entire equitable share of a Participating
Plan in the Fund, the Company shall certify to the Trustee, that portion of
the equitable share of such Participating Plan attributable to the
participants and their beneficiaries on whose account such assets are to be
segregated.
12.02 The Company reserves the right at any time and from time to time
to terminate or to amend, in whole or in part, any or all of the provisions
of this Agreement by notice thereof in writing delivered to the Trustee;
provided that, no such amendment which affects the rights, duties or
responsibilities of the Trustee may be made without its consent, and provided
further that, except as may be otherwise allowed under Section 403(c) of ERISA
(it being the Company's intent that all contributions by it or any Corporation
to any Participating Plan be conditioned as allowed in said Section), no
instrument of termination or amendment shall authorize or permit, at any time
prior to the satisfaction of all liabilities with respect to the participants
and their beneficiaries under the Plans, any part of the corpus or income of
the Fund to be used for or diverted to purposes other than for the exclusive
benefit of such participants and their beneficiaries.
12.03 In the event of the termination of the Trust as above provided
(or of all the Participating Plans), the Trustee shall continue to administer
the Fund as hereinabove provided until all of the purposes for which it has
been established have been accomplished or dispose of the Fund after the
payment or other provision of all expenses incurred in the administration and
termination of the Trust (including any compensation to which the Trustee may
be entitled), all in accordance with the written order of the Company or any
successor thereto. Until the final distribution of such Fund, the Trustee
shall continue to have and may exercise all of the powers and discretions
conferred upon it by this Agreement.
12.04 The Trustee may be removed by the Company at any time upon
thirty (30) days notice in writing to the Trustee. The Trustee may resign at
any time upon thirty (30) days' notice in writing to the Company. Upon such
removal or resignation of the Trustee, the Company shall appoint a successor
trustee and, upon acceptance of such appointment by the successor trustee,
the Trustee shall assign, transfer and pay over to such successor trustee the
Fund, as then constituted, upon the directions of the Company. The Trustee is
authorized, however, to reserve such amount as to it may seem advisable for
payments of its fees and expenses in connection with the settlement of its
account or otherwise, and any balance of such reserve remaining after the
payment of such fees and expenses shall be paid over to the successor trustee
or alternative funding medium, as the case may be. Notwithstanding any
provision of the Plans or this Agreement to the contrary, the Trustee is
hereby authorized to invest and reinvest such reserves in any investment or
investment vehicle (including any collective investment fund described in
Section 4.02) appropriate for the temporary investment of each cash reserves
of trusts.
If for any reason the Company cannot or does not act in the event of the
resignation or removal of the Trustee, as hereinabove provided, the Trustee
may apply to a court of competent jurisdiction for the appointment of a
successor Trustee or for instructions. Any expenses incurred by the Trustee
in connection therewith shall be paid from the Fund as an expense of
administration.
12.05 Anything hereinabove to the contrary notwithstanding, the Trustee
may condition its delivery, transfer or distribution or any asset under this
Article upon the Trustee s receiving assurance satisfactory to it that the
approval of appropriate governmental or other authorities has been secured
and that all notices and other procedures required by applicable law have
been accomplished.
ARTICLE THIRTEEN
13.01 To the extent that State Law shall not have been preempted by the
provisions of ERISA or any other laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this
Agreement shall be administered, construed and enforced according to the laws
of the State of Wisconsin.
ARTICLE FOURTEEN
14.01 The Company shall provide the Trustee with copies of all
documents constituting the Participating Plans at the time this Agreement is
executed by the Company or adopted under any other plan, as provided in
Article Two, and all other documents amending or supplementing the
Participating Plan promptly upon their adoption. The Trustee shall be
entitled to rely upon the Company s attention to this obligation and shall be
under no duty to inquire of the Company as to the existence of any documents
not provided by the Company hereunder.
ARTICLE FIFTEEN
15.01 Pursuant to a resolution by its Board of Directors and in
consideration of the Trustee s agreeing to enter into this Agreement, the
Company hereby agrees to hold harmless ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company,
individually and as Trustee under this Agreement, and ▇▇▇▇▇▇▇▇ & Ilsley Trust
Company directors, officers, and employees from and against all amounts
including without limitation, taxes, expenses (including reasonable counsel
fees), liabilities, claims, damages, actions, suits or other charges, incurred
by or assessed against ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company, individually or as
Trustee, or its directors, officers, or employees, (i) as a direct or indirect
result of anything done in good faith, or alleged to have been done, by or
on behalf of ▇▇▇▇▇▇▇▇ & Ilsley Trust Company in reliance upon the directions
of the company, any Investment Manager appointed by the Company, or any
person or committee authorized to act on behalf of the Company or to appoint
such Investment Manager under any Participating Plan, or anything omitted
to be done in good faith, or alleged to have been omitted, in the absence of
such directions, or (ii) as a direct or indirect result of the failure of the
Company or such person or a committee, as a co-fiduciary under said Plans,
directly or through its agents, to adequately, carefully and diligently
discharge its responsibilities with respect to the selection, supervision
and /or retention of any Investment Manager.
15.02 The Company further agrees that the undertakings made in this
Article of this Agreement shall binding on its successors or assigns and
shall survive termination, amendment or restatement of this Agreement or the
resignation or removal of the Trustee, and that this Article shall be
construed as a contract between the Company and the Trustee according to
the laws of the State of Wisconsin in effect from time to time.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officer-s and their corporate seals
to be affixed as of the date first above set forth.
REGAL-BELOIT CORPORATION
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: VP, CFO & Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------
ATTEST: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
TITLE: VP Human Resources
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ TRUST COMPANY
▇▇▇▇▇▇▇ ▇. Grow
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BY: ▇▇▇▇▇▇▇ ▇. Grow
TITLE: Vice President
APPENDIX A
1. Regal-Beloit Corporation Profit Sharing Trust
2. Regal-Beloit Corporation Personal Savings Trust
3. Marathon Electric Salaried Employees 401(k) Savings Plan
4. Marathon Electric Hourly 401(k) Savings Plan
5. Regal-Beloit Corporation Savings & Protection Plan