This appeal presents three questions for determination.
1. Did the corporation, Steele’s Mills, have the right to make payment to the Steele’s Mills Foundation (a trust) as a part of the ordinary and necessary expense of carrying on its business ?
2. Is the trust instrument itself too vague and indefinite to be effective?
3. Does the judgment below properly construe said trust instrument and give to the Trustee correct instructions as to the administration and final distribution of the trust funds ?
The village of Steele’s Mills is somewhat isolated from other populous communities and constitutes a separate and distinct community of its own. The corporation employs about 500 operators and they, together with their families, constitute a'village of approximately 1,500 people.
The primary purpose for creating this trust was to promote loyalty and good will between the Steele’s Mills and its employees by providing financial assistance to certain of its employees and their dependents in emergencies. Ordinarily the beneficiaries in such a trust are not so limited as they are in the instrument under consideration. However, the Grantor fixed the terms of the Trust Agreement, limited the beneficiaries and prescribed the procedure for obtaining the benefits thereunder.
*308Who are the primary beneficiaries under this trust ? It is stated in the Trust Agreement that the properties and funds transferred to the Steele’s Mills Foundation may be used for the benefit of the employees of Steele’s Mills and the benefit of their dependents “in case of illness or emergency, thereby relieving suffering and helping them when they are unable to help themselves.” And further that “No one shall be eligible to receive the benefits provided hereunder unless he or she, or the person upon whom he or she is solely dependent, is financially unable to cope with an emergency caused by illness or accident.” We think such funds as may be reasonably necessary to carry out this purpose, may be transferred by the Grantor to the Steele’s Mills Foundation and that the expenditure of such corporate funds is an ordinary and necessary expense of the corporation. Corning Glass Works v. Lucas, 68 A. L. R., 736, 37 F. (2d), 798; American Rolling Mill Co. v. Com’r of Internal Revenue, 41 E. (2d), 314; Forbes Lithograph Mfg. Co. v. White, 42 F. (2d), 287; Commissioner v. Heininger, 320 U. S., 457, 88 L. Ed., 197; Poinset Mills, 1 B. T. A., 6; Elm City Cotton Mills, 5 B. T. A., 309; Elgin National Watch Co., 17 B. T. A., 339.
In American Rolling Mill Co. v. Com’r of Internal Revenue, supra, it is said: “It is accepted as true in the industrial world that strikes and shifting labor conditions impair efficiency of production, and that contentment and well-being add to the skill and productivity of workmen. Acting upon that principle, the large industries of the country almost without exception have engaged in mutual interest work in one form or another with their employees, with the view of contributing to their comfort and pleasures, encouraging them to purchase homes, and giving them such interest in the community as to make them an asset of the business. Such work has been considered by the courts as a corporate function having a substantial relation to the progress and success of the industry. Thus it has been held that expenditures for hospitals, dispensaries, medical services, schools, libraries, churches, and recreational centers are all necessary and proper expenditures in aid of corporate purposes.”
The authority given to the Committee in the Trust Agreement to make loans to employees of the Steele’s Mills is incidental. Investment of a limited part of the trust funds in loans to employees of Steele’s' Mills, under certain conditions, is authorized by the Trust Agreement. And, if in the opinion of the Committee the employee is unable to repay the loan, the Committee has the authority to remit the obligation and cancel the note.
The designated agent who disburses the proceeds from these loans, holds the notes executed by the employees of Steele’s Mills, and collects the principal and interest thereon, is a fiduciary and accountable to the *309Trustee for all funds that may come into his hands in such capacity. Hatcher v. Williams, ante, 112, 33 S. E. (2d), 617. While the Trustee is not liable for losses sustained in making loans to employees of Steele’s Mills, under the terms of the Trust Agreement, nevertheless it is the duty of the Trustee to require the custodian of the aforesaid notes and trust funds, to make reports and to give an accounting from time to time, in order that the limitations set forth in the Trust Agreement on this class of loans, as well as on other benefits, may be observed.
We think his Honor properly held the Trust Agreement valid and enforceable.
In considering the third question presented, it will be noted that the Court below, in giving the Trustee instructions as to the administration and final distribution of the trust funds, advised and instructed the Trustee “that the primary purpose of Steele’s Mills Foundation is to improve the labor conditions of Steele’s Mills by providing for the general welfare of the employees of said corporation, and by providing financial assistance to individual employees in times of emergency; that the specific means for accomplishing said primary purpose set out in the Trust Agreement are not exclusive, especially in view of the right of amendment therein reserved.” And further, that the benefits are available, “not only in cases of emergency caused by sickness or accident, but in case of any emergency giving rise to, or accompanied by, or caused by, financial need.” We think the judgment entered below goes beyond the terms of the Trust Agreement in so far as it instructs the Trustee that the primary purpose of the trust is to improve the labor conditions of Steele’s Mills by providing for the general welfare of the employees of such corporation, and the funds of the Trust may be used for any emergency giving rise to financial need, even though the need is not caused by sickness or accident.
It is true that the Grantor has reserved the right at any time, and from time to time, to change or amend any of the provisions contained in the Trust Agreement provided such change or amendment shall not “change or modify the primary purpose” for which the trust was created. But, thus far it has not seen fit to amend the Trust Agreement so as to authorize the Trustee and the Committee to expend any part of the trust funds for the general welfare of its employees, other than in the manner set forth in said instrument. This agreement has the status of a contract, and the right to amend it is reserved to the Grantor and has not been delegated to the Court. “The primary rule in the construction of trusts is that the Court must, if possible, ascertain and effectuate the intention of the creator, unless forbidden by law.” 65 C. J., sec. 241, p. 497, and it is also stated in sec. 264, p. 514: “Where a trust is created for a specific purpose and is so limited that it is not repugnant to the rule *310against perpetuities, and is in other respects legal, the trust may be dealt with only to carry out the appointed purpose.” It is the duty of the Court, therefore, to interpret and construe the Trust Agreement as written.
The instructions given to the Trustee in the declaratory judgment entered below will be modified as pointed out herein. This modification will necessitate a further finding as to whether or not the funds transferred to the Steele’s Mills Foundation are reasonably necessary to meet the expenditures authorized under the Trust Agreement, including expenses incident to its administration. It is disclosed in the evidence adduced in the hearing below that the Steele’s Mills Foundation is but carrying out an established policy of the Steele’s Mills of many years standing. Therefore, it should not be difficult to ascertain the amount reasonably necessary to meet the requirements of this trust.
This cause will be remanded for further proceedings in accordance with this opinion.
Error and remanded.
DeviN, J., took no part in the consideration or decision of this case.