Mondelez 2012 Annual Report Download - page 529

(c) Trustee agrees to accept and hold cash, and to accept and hold shares of any registered investment company subject to such reasonable
restrictions as the Trustee may impose from time to time. The Trustee also agrees to accept and hold such other property as may be acceptable to
it.
(d) Administrator shall have the right, at any time and from time to time, in its sole discretion, to direct Trustee as to the investment and
reinvestment of all or specified portions of Trust assets and the income therefrom and to appoint an investment manager or investment managers
to direct Trustee as to the investment and reinvestment of all or specified portions thereof. As of the execution of this Trust Agreement, and until
Trustee is notified otherwise in writing, Administrator shall be solely responsible for directing the investment and reinvestment of all Trust
assets.
(e) Trustee shall have no responsibility for the selection of investment options, if applicable, under the Trust and shall not render
investment advice to any person in connection with the selection of such options. Administrator shall direct Trustee as to the investment options
in which the Trust shall be invested during the term of the Trust.
(f) Subject to Section (g) below, cash held under the Trust as to which the Company has failed to provide investment direction shall be
invested in the Service class shares of the Wilmington Prime Money Market Fund (the “Prime MM Portfolio”), a money market mutual fund
managed by an affiliate of the Trustee, until such time as investment direction is provided to the Trustee with respect to such cash. The Company
acknowledges that the Prime MM Portfolio is an entity separate from Wilmington Trust Retirement and Institutional Services Company; and that
shares in the Prime MM Portfolio are not obligations of Wilmington Trust Retirement and Institutional Services Company, are not deposits and
are not insured by the FDIC, the Federal Reserve or any other governmental agency. Wilmington Trust Retirement and Institutional Services
Company or its affiliates are compensated by the Prime MM Portfolio for investment advisory, custodian, shareholder servicing and other
services, and such compensation is described in detail in the prospectus for the Prime MM Portfolio and is in addition to the compensation paid
to the Trustee hereunder with respect to that portion of the Trust Fund, if any, invested in the Prime MM Portfolio.
(g) The Trustee may hold that portion of the Trust Fund in cash as is appropriate for ordinary Trust administration, such as to pay expenses
as provided for in this Agreement, and for the disbursement of funds by check, wire transfer, or otherwise as provided for in this Agreement,
without liability for interest notwithstanding the Trustee’s receipt of “float” from such uninvested cash, by depositing the same in any bank
(including deposits which bear a reasonable rate of interest in a bank or similar financial institution supervised by the United States or a State,
even where a bank or financial institution is the Trustee, or is otherwise a fiduciary of the Plan) subject to the rules and regulations governing
such deposits, and without regard to the amount of such deposit. In addition, the Trustee is specifically authorized to invest such cash in a money
market mutual fund selected by the Trustee in its sole discretion, including any money market fund associated with the Trustee as described in
Section (1) above.
(h) Company shall have the right, at any time, and from time to time in its sole discretion, to substitute assets acceptable to the Trustee of
equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval
or consent of any person in a fiduciary capacity.
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