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RESOLUTION NO. 2008-163 shall have full power without any court order to sell, exchange, hold, control, invest and reinvest the same in such manner and upon such terms as the Trustee deems best, including (without limitation of these powers) the power to purchase shares in investment trusts and stock in investment corporations, irrespective of any statutes or rules or practices of courts now or hereafter in force limiting the investments of trust companies or trustees generally. The Trustee shall adopt an investment policy and shall invest the assets of the Trust in accordance with such investment policy, which policy may be amended from time to time. The OPEB Trust Board as Trust Administrator shall coordinate with the Clerk of Court Investment Committee for professional advice with respect to the investments of the Trust. The Trustee is authorized to hold cash uninvested at any time. No purchaser from the Trustee need see to the application of the purchase money to the purposes of the Trust, but the receipt of the Trustee shall be a complete discharge to any such person. No individual members of the Trustee, or their designees, shall be personally liable upon any contract of, indebtedness of, or claim against, the Trust, executed under the provisions of this Resolution. The Trustee hereby declares its intent that assets of the Trust shall be held by a third -party custodian, and such declaration is binding on the OPEB Trust Board as Trust Administrator. The Trustee hereby delegates to the Clerk of Court the authority to contract with such third -party custodian. (c) Voting and Related Powers. The Trustee shall vote any stocks, bonds, or other securities, to give general or special powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription 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 stocks, bonds, securities or other property held in the Trust. (d) Claims by or Against the Trust. The Trustee shall determine whether to sue or defend in any suit or legal proceedings by or against the Trust. The Trustee shall have full power in the Trustee's discretion to compound, settle, compromise, and adjust all claims and demands in favor of or against the Trust upon such terms as the Trustee may deem best. The Trustee may commence or defend legal or administrative proceedings and represent the Trust in all legal and administrative proceedings. In the administration of the Trust, the Trustee shall not be obligated to take any action that may subject the Trustee to any expense or liability unless the Trustee is first indemnified to the Trustee's satisfaction for all expenses and liabilities that the Trustee may incur in connection with such action. The assets of the Trust shall not be subject to the claims of any creditors of the County. (e) Employment of Agents. The Trustee shall employ such agents, attorneys - in -fact, experts, actuaries, accountants, investment advisors, brokers and investment and legal counsel, as it deems necessary and may delegate discretionary powers to or to rely upon information or advice furnished by such agents, attorneys -in -fact, experts or counsel. 10