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such administrative, legal, accounting, and other expert and clerical assistance , the leasing of such premises and the purchase or lease of such materials, supplies and equipment as the Master Trustees, in their discretion , may deem necessary or appropriate in the performance of their duties, or the duties of the agents or employees of the Master Trust Fund or the Master Trustees . Section 106 . GENERAL DUTIES AND MEETINGS OF THE MASTER TRUSTEES . A . General Duties. The Master Trustees and each Investment Manager appointed pursuant to this Agreement shall discharge their respective duties under this Agreement solely in the interest of the Participating Employers and Participating Employees in the Plans and their Beneficiaries and : ( i) for the exclusive purpose of providing Benefits to such Participating Employees and their Beneficiaries and defraying reasonable expenses of administering the Plans ; ( ii) with the care, skill , prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims ; and ( iii) by diversifying the investments of the Plans so as to minimize the risk of large losses, unless, under the circumstances, it is clearly prudent not to do so . However, the duties and obligations of the Master Trustees and each Investment Manager, respectively, as such, shall be limited to those expressly imposed upon them , respectively , by this Agreement notwithstanding any reference herein to the Plans . 1 . Authority of the Master Trustees . The Master Trustees shall have the power and authority and shall be charged with the duty of general supervision and operation of the Master Trust Fund , and shall conduct the business and activities of the Master Trust Fund in accordance with this Agreement and applicable law. The Master Trustees shall not exercise any powers in a manner that is inconsistent with this Agreement . 2 . Approval of New Members . The Master Trustees or other designee shall receive applications from Employers for membership in the Master Trust Fund and shall approve or disapprove such applications for membership in accordance with the terms of this Agreement, the Trust Joinder Agreement and the rules and regulations established by the Master Trustees for admission of new members to the Master Trust Fund . The Master Trustees shall have total discretion in determining whether to accept a new member. The Master Trustees may delegate the authority for membership approval to the Administrator or its designees . In the event that the Plan proposed by the applicant is a defined benefit plan, then , if required by the Plan and before the applicant is approved for membership, the Plan must be approved for actuarial soundness by the Administrator and must comply with Chapter 112 , Florida Statutes . 3 , Master Trustees ' Liabilities . No Master Trustee shall be liable for any action taken pursuant to this Agreement in good faith or for an omission except bad faith or gross negligence, or for any act of omission or commission by any other Master Trustee . The Master Trustees are hereby authorized and empowered to obtain, at the expense of the Master Trust Fund , liability insurance fully protecting the respective Master Trustees, the Administrator, and the Master Trust Fund from any loss or expense incurred , including reasonable attorney ' s fees, for all acts of the Master Trustees except bad faith or gross negligence . The Master Trust Fund hereby agrees to save, hold 9 MADI_625405.4