Common use of Appointment of Investment Managers Clause in Contracts

Appointment of Investment Managers. (1) The Committee may appoint one or more Investment Managers to direct theinvestment of all or part of the Trust, which investments shall be made in accordance with the terms of the applicable Investment ManagerAgreement(s) and the existing investment policies and procedures applicable to the Company’s nuclear decommissioning trusts, which policies and procedures may be updated from time to time by the Committee (provided that any amendment thereof shall require CPUC Approval) (the “Investment Policy”). The Committee shall also have theright to remove any such Investment Manager. (2) The appointment of the Investment Manager(s) shall be made in accordancewith any procedures specified by the Committee. The Committee shall provide notice of any such appointment by Certification to the Trustee, which notice shall specify the portion, if any, of the Trust with respect to which the Investment Manager(s) has been designated. (3) The Investment Manager(s) shall certify in writing to the Trustee that it is qualified to act in the capacity provided under the Investment Manager Agreement, shall accept its appointment as such Investment Manager(s), shall certify the identity of the person or persons authorized to give instructions or directions to the Trustee on its behalf, including specimen signatures, and shall undertake to perform the duties imposed on it under the Investment Manager Agreement. The Trustee may continue to rely upon all such certifications unless otherwise notified in writing by the Committee or the Investment Manager(s), as the case may be. (4) The Investment Manager(s) shall have the power, subject to the terms of the applicable Investment Manager Agreement, to invest and reinvest all or any part of the Trust, including any undistributed income therefrom, in accordance with the Investment Policy. In all cases, however, the investments must be sufficiently liquid to enable the Trust to fulfill the purposes of the Trust and to satisfy obligations as they become due.

Appointment of Investment Managers. (1) The Committee may appoint one or more Investment Managers to direct theinvestment the investment of all or part of the Trust, which investments shall be made in accordance with the terms of the applicable Investment ManagerAgreement(sManager Agreement(s) and the existing investment policies and procedures applicable to the Company’s nuclear decommissioning trusts, which policies and procedures may be updated from time to time by the Committee (provided that any amendment thereof shall require CPUC Approval) (the “Investment Policy”). The Committee shall also have theright the right to remove any such Investment Manager. (2) . The appointment of the Investment Manager(s) shall be made in accordancewith accordance with any procedures specified by the Committee. The Committee shall provide notice of any such appointment by Certification to the Trustee, which notice shall specify the portion, if any, of the Trust with respect to which the Investment Manager(s) has been designated. (3) . The Investment Manager(s) shall certify in writing to the Trustee that it is qualified to act in the capacity provided under the Investment Manager Agreement, shall accept its appointment as such Investment Manager(s), shall certify the identity of the person or persons authorized to give instructions or directions to the Trustee on its behalf, including specimen signatures, and shall undertake to perform the duties imposed on it under the Investment Manager Agreement. The Trustee may continue to rely upon all such certifications unless otherwise notified in writing by the Committee or the Investment Manager(s), as the case may be. (4) . The Investment Manager(s) shall have the power, subject to the terms of the applicable Investment Manager Agreement, to invest and reinvest all or any part of the Trust, including any undistributed income therefrom, in accordance with the Investment Policy. In all cases, however, the investments must be sufficiently liquid to enable the Trust to fulfill the purposes of the Trust and to satisfy obligations as they become due. Direction by Investment Manager(s). The Investment Manager(s) designated by the Committee to manage any portion of the Trust shall have authority, subject to the Investment Policy and to the terms of the applicable Investment Manager Agreement, to manage, acquire, and dispose of the assets of the Trust, or a portion thereof as the case may be. The Investment Manager(s) is authorized to invest in the securities meeting the requirements of Section 5.01(4) and pursuant to the Investment Policy. The Investment Manager(s) shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issue and place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall execute and deliver the appropriate trading authorizations. Written notification of the issuance of each such authorization shall be given promptly to the Trustee by the Investment Manager(s), and the Investment Manager(s) shall cause the execution of such order to be confirmed in writing to the Trustee by the broker or dealer. Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be. The authority of the Investment Manager(s) and the terms and conditions of the appointment and retention of the Investment Manager(s) shall be the responsibility solely of the Committee, and the Trustee shall not be deemed to be a party to or to have any obligations under any agreement with the Investment Manager(s). Any duty of supervision or review of the acts, omissions or overall performance of the Investment Manager(s), shall be the exclusive responsibility of the Committee, and except as provided in Section 4.05 herein, the Trustee shall have no duty to review any securities or other assets purchased by the Investment Manager(s), or to make suggestions to the Investment Manager(s) or to the Committee with respect to the exercise or nonexercise of any power by the Investment Manager(s). Unless the Trustee participates knowingly in, or knowingly undertakes to conceal an act or omission of an Investment Manager(s) knowing such act or omission to be a breach of the fiduciary responsibility of the Investment Manager(s), the Trustee shall be under no liability for any loss of any kind which may result by reason of any action taken by it in accordance with any direction of the Investment Manager(s). In any event, the Trustee shall be under no liability for any loss of any kind by reason of changes in value of the investments purchased, sold, or retained by the Investment Manager(s), nor for the risk or diversification of the portfolio, nor for the turnover of the investments, nor for any other aspect of portfolio for which an Investment Manager(s) has been appointed.

Appointment of Investment Managers. (1) The Committee may appoint one or more Investment Managers to direct theinvestment the investment of all or part of the Trust, which investments shall be made in accordance with the terms of the applicable Investment ManagerAgreement(sManager Agreement(s) and the existing investment policies and procedures applicable to the Company’s nuclear decommissioning trusts, which policies and procedures may be updated from time to time by the Committee (provided that any amendment thereof shall require CPUC Approval) (the “Investment Policy”). The Committee shall also have theright the right to remove any such Investment Manager. (2) The appointment of the Investment Manager(s) shall be made in accordancewith accordance with any procedures specified by the Committee. The Committee shall provide notice of any such appointment by Certification to the Trustee, which notice shall specify the portion, if any, of the Trust with respect to which the Investment Manager(s) has been designated. (3) The Investment Manager(s) shall certify in writing to the Trustee that it is qualified to act in the capacity provided under the Investment Manager Agreement, shall accept its appointment as such Investment Manager(s), shall certify the identity of the person or persons authorized to give instructions or directions to the Trustee on its behalf, including specimen signatures, and shall undertake to perform the duties imposed on it under the Investment Manager Agreement. The Trustee may continue to rely upon all such certifications unless otherwise notified in writing by the Committee or the Investment Manager(s), as the case may be. (4) The Investment Manager(s) shall have the power, subject to the terms of the applicable Investment Manager Agreement, to invest and reinvest all or any part of the Trust, including any undistributed income therefrom, in accordance with the Investment Policy. In all cases, however, the investments must be sufficiently liquid to enable the Trust to fulfill the purposes of the Trust and to satisfy obligations as they become due.