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permanent disposition of funds, considering the probable income as well as the probable safety <br />of capital <br />3.4 Le ag 1 Title. Title to all of the Trust Property shall be vested in the Trust on behalf <br />of the Participants who shall be the beneficial owners. The Trust shall have full and complete <br />power to cause legal title to any Trust property to be held, on behalf of the Participants, by or in <br />the name of the Trust, or in the name of any other person as nominee, on such terms, in such <br />manner, and with such powers as the Board may determine, so long as in its judgment the <br />interest of the Trust is adequately protected. <br />3.5 Power to Contract Appoint, Retain and Employ. <br />(a) The Board is responsible for the investments of the Trust consistent with <br />the investment policy established in this Trust Agreement and for the general administration <br />of the business and affairs of the Trust conducted by officers, agents, employees, <br />administrators, investment advisors, distributors or independent contractors of the Trust. <br />However, members of the Board are not required to devote their entire time to the business <br />and affairs of the Trust or to personally conduct the routine business of the Trust. Consistent <br />with their responsibilities, the Board may appoint, employ, retain or contract on behalf of the <br />Trust with any persons the Board may deem necessary or desirable for the transaction of the <br />affairs of the Trust, and the expenses relating to such persons shall be Investment Property <br />Liabilities. The Board may appoint, employ, retain or contract on behalf of the Trust with <br />such persons for the purpose of : <br />(i) Serving as Investment Advisor to the Trust; <br />(ii) Serving as Program Administrator of the Trust; <br />(iii) Serving as Custodian for the Trust; <br />(iv) Furnishing reports to the Trust and provide research, economic, <br />and statistical data in connection with the Trust's investments; <br />(v) Acting as consultants, accountants, technical advisors, attorneys, <br />brokers, underwriters, corporate fiduciaries, escrow agents, depositories, custodians, agents for <br />collection, insurers or insurance agents, or in any other capacity deemed by the Board to be <br />necessary or desirable; <br />(vi) Acting as attorney -in -fact or agent in the purchase or sale or other <br />disposition of investments, and in the handling, prosecuting, or other enforcement of any lien or <br />security securing investment; or <br />(vii) Assisting in the performance of such other functions necessary in <br />the management of the Trust. <br />(b) The same person may serve simultaneously as the Program Administrator <br />and as the Investment Advisor, but no person serving as the Program Administrator or the <br />Investment Advisor may serve as the Custodian. <br />0 <br />#4350219.1 <br />