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A57 Governmental Plan and Trust <br /> (d} To manage, sell, contract to sell, grant <br /> options to purchase, convey, exchange, transfer, (n) To furnish to the Employer and the <br /> abandon, improve, repair, insure, lease for any term Administrative Services Provider an annual statement <br /> even though commencing in the future or extending of account showing the condition of the Trust and all <br /> beyond the term of the Trust, and otherwise deal with investments, receipts, disbursements and other <br /> all property, real or personal, in such manner, for transactions effected by the Trustee during the Plan <br /> such considerations and on such terms and conditions Year covered by the statement and also stating the <br /> as the Trustee decides; assets of the Trust held at the end of the Plan Year, <br /> which accounts will be conclusive on all persons, <br /> (e) To credit and distribute the Trust as including the Employer and the Administrative <br /> directed by the Administrative Services Provider of Services Provider, except as to any act or transaction <br /> the Plan. The Trustee will not be obliged to inquire as concerning which the Employer or the <br /> to whether any payee or distributee is entitled to any Administrative Services Provider files with the <br /> payment or whether the distribution is proper or Trustee written exceptions or objections within 90 <br /> within the terms of the Plan, ar as to the manner of days after the receipt of the accounts; and <br /> making any payment or distribution. The Trustee will <br /> be accountable only to the Administrative Services (o) To begin, maintain or defend any <br /> Provider for any payment or distribution made by it litigation necessary in connection with the <br /> in good faith on the order or direction of the administration of the Trust, except that the Trustee <br /> Administrative Services Provider; will not be obliged or required to do so unless <br /> (� To borrow money, to assume 8.05 RECORDS AND STATEMENTS. The <br /> indebtedness, extend mortgages and encumber by records of the Trustee pertaining to the Trust will be <br /> mortgage or pledge; open to the inspection of the Employer at all <br /> reasonable times and may be audited from time to <br /> (g) To compromise, contest, arbitrate or time by any person or persons as the Employer may <br /> abandon claims and demands; specify in writing. The Trustee will furnish the <br /> Administrative Services Provider whatever <br /> (h) To have with respect to the Trust all of information relating to the Trust the Administrative <br /> the rights of an individual owner, including the power Services Provider considers necessary. <br /> to exercise any and ail voting rights associated with <br /> Trust assets, to give proxies, to participate in any 8.06 FEES AND EXPENSES FROM FIJND. <br /> voting trusts, mergers, consolidations or liquidations, The Trustee will receive reasonable annual <br /> to tender shares and to exercise or sell stock compensation in accordance with its fee schedule as <br /> subscriptions or conversion rights; published from time to time. The Trustee will pay <br /> from the Trust all fees and expenses the Trustee <br /> (i) To lease for oil, gas and other mineral reasonably incurs in its administration of the Trust, <br /> purposes and to create mineral severances by grant or unless the Employer pays the fees and expenses. <br /> reservation; to pool or unitize interest in oil, gas and <br /> other minerals; and to enter into operating 8.0? PROFESSIONAL AGENTS. The Trustee <br /> agreements and to execute division and transfer may employ and pay from the Trust reasonable <br /> orders; compensation to agents, attorneys, accountants and <br /> other persons to advise the Trustee as in its opinion <br /> (j) To hold any securities or other property may be necessary. The Trustee may delegate to any <br /> in the name of the Trustee or its nominee, with agent, attorney, accountant or other person selected <br /> depositories or agent depositories or in another form by it any non-Trustee power or duty vested in it by <br /> as it may deem best, with or without disclosing the the Trust, and the Trustee may act or refrain from <br /> trust relationship; acting on the advice or opinion of any agent, <br /> attorney, accountant or other person so selected. <br /> (k) To perform any and all other acts in its <br /> judgment necessary or appropriate for the proper and 8.08 DISTRIBUTION OF CASH OR <br /> ' advantageous management, investment and PROPERTY. The Trustee may make distribution <br /> distribution of the Trust; under the Plan in cash or property, or partly in each, <br /> � at its fair market value as determined by the Trustee. <br /> (I) To retain any funds or properiy subject to <br /> any dispute without liability for Che payment of 8.09 RESIGNATION AND REMOVAL. The <br /> interest, and to decline to make payment or delivery Trustee or the Custodian may resign its position by <br /> of the funds or property until a court of competent giving written notice to the Employer and to the <br /> , jurisdiction makes a final adjudication; Administrative Services Provider. The Trustee's <br /> notice must specify the effective date of the Trustee's <br /> � (m) To file all tax returns required of the resignation, which date must be at least 30 days <br /> , Trustee; <br /> � �O Copyright 2010 SunGard 1/10 17 <br /> 26 <br />