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Plan, and at no time shall any part of the net earnings improperly inure to the benefit of any private individual as <br /> provided in section 501(c)(9) of the Code and section 1.501(c)(9)-4 of the Treasury Regulations promulgated <br /> thereunder. <br /> Section 2.05 Sub-Accounts. Upon receipt of Appropriate Directions, Directed Trustee will establish one or more <br /> sub-accounts. In such event, the Employer and/or Plan Administrator may deposit or direct the transfer of Assets <br /> to or among the separate sub-accounts. Further, for such situations, the term "Trust Fund" as used in this Trust <br /> Agreement will refer to one or all of the sub-accounts established by the Plan Administrator, as the context of this <br /> Trust Agreement will require. <br /> Article III <br /> APPOINTMENT OF DIRECT TRUSTEE <br /> Section 3.01 Appointment; Acceptance. The Employer and Plan Administrator hereby appoint Directed Trustee to <br /> provide directed trustee and other services as set forth herein in connection with the Trust. Directed Trustee <br /> hereby agrees to act in such capacity, and perform such services, and hold the Assets in the Trust Fund, according <br /> to this Trust Agreement. Directed Trustee will be subject to Appropriate Directions as provided herein. The <br /> Employer and Plan Administrator hereby acknowledge that (i) Directed Trustee's duties hereunder are purely <br /> ministerial, mechanical functions; (ii) Directed Trustee's duties and powers hereunder do not include exercising <br /> discretion with respect to the management and disposition of the Trust, the Trust Fund, or the Assets; and (iii) <br /> Directed Trustee is neither an administrator with respect to the Plan nor a discretionary trustee with respect to <br /> the Trust. <br /> Section 3.02 FiduciaryDuties. Except as otherwise provided herein, the responsibilities of each fiduciary <br /> of the <br /> Plan as such shall be limited to the performance of those duties specifically assigned to it. No fiduciary shall have <br /> any responsibility for the performance of any duty not specifically so assigned, except to the extent such <br /> responsibility is imposed by applicable law.The Plan Administrator shall have the authority to control and manage <br /> the operation of the Trust to the extent set forth herein and in the Plan. <br /> Section 3.03 Shareholder Rights. The Plan Administrator (or its designee) will be responsible for exercising <br /> shareholders rights with respect to the Assets. Directed Trustee will accordingly forward all information Directed <br /> Trustee receives with respect to any of the Assets concerning redemption rights that are exercisable at the Plan <br /> Administrator's option; tender or exchange offers; proxies; and all other special matters or shareholder rights. <br /> Article IV <br /> PAYMENTS FROM THE TRUST FUND <br /> Section 4.01 Payments from the Trust Fund. Upon receipt of Appropriate Directions, Directed Trustee will release <br /> Assets to a third party. The Plan Administrator acknowledges that it is the Plan Administrator's duty to provide <br /> any transfer documentation required by that third party. Directed Trustee will have no power or authority to <br /> assign, hypothecate, pledge, or otherwise dispose of any Assets, except as provided herein or pursuant to <br /> Appropriate Directions. To the extent permitted by law, Directed Trustee shall be fully protected in making <br /> payments out of the Trust Fund, and shall have no responsibility to see to the application of such payments or to <br /> ascertain whether such payments comply with the terms of the Plan, and shall not be liable for any payment <br /> made by it in good faith and in the exercise of reasonable care without actual notice or knowledge of the <br /> impropriety of such payments hereunder. Directed Trustee may withhold all or any part of any payment as <br /> Directed Trustee in the exercise of its reasonable discretion may deem proper, to protect Directed Trustee and <br /> the Trust against any liability or claim on the Trust Fund of any income or other tax whatsoever; and with all or <br /> Directed Trust Agreement—Single Plan (405512) Page 3 of 12 <br />