Common use of Appointment of Investment Managers Clause in Contracts

Appointment of Investment Managers. The Committee may appoint one or more Investment Managers to direct the investment of all or part of the Trust, which investments shall be made in accordance with the terms of the applicable Investment Manager 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 the right to remove any such Investment Manager. The appointment of the Investment Manager(s) shall be made in 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. 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. 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. The Committee may Named Fiduciary shall have the power to appoint and remove one or more Investment Managers Managers, which may be the Master Trustee or an affiliate of the Master Trustee, as investment manager(s) for each Investment Fund established pursuant to direct Section 6.1 and shall monitor the investment performance of all or part of the Trust, which investments shall be made in accordance with the terms of the applicable Investment Manager 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 the right to remove any each such Investment Manager. The appointment If the Named Fiduciary appoints more than one Investment Manager for any one Investment Fund, the Named Fiduciary shall designate a specified portion of such Investment Fund to be managed by each such Investment Manager, each such portion being referred to herein as a "Sub-Fund" of an Investment Fund. In its discretion, and upon prior written notice to the Master Trustee as agreed by the Named Fiduciary and the Master Trustee , the Named Fiduciary may change the percentage of the assets of such Investment Manager(s) shall be made in accordance with any procedures specified by the Committee. The Committee shall provide notice of any such appointment by Certification Fund that are allocated to the Trustee, which notice shall specify Sub-Funds thereunder. It is the portion, if any, Named Fiduciary's intent that all of the Trust assets in each Investment Fund will, at all times, be subject to the management and control of an Investment Manager. If for whatever reason at any time there is no Investment Manager in place with respect to which any such assets, the Investment Manager(s) has been designated. The Investment Manager(s) Named Fiduciary shall certify in writing to the Trustee that become responsible for such assets as if it is qualified to act in the capacity provided under were the Investment Manager Agreementand, in such event, all references to Investment Manager herein with respect to such assets shall accept its appointment as such Investment Manager(s), shall certify the identity of the person or persons authorized to give instructions or directions be references to the Trustee on its behalf, including specimen signatures, and shall undertake to perform the duties imposed on it under the Investment Manager AgreementNamed Fiduciary. The Trustee Except as may continue to rely upon all such certifications unless otherwise notified be provided in writing by the Committee or the Investment Manager(s), as the case may be. 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, howevera separate investment management agreement, the investments must Master Trustee shall not be sufficiently liquid to enable responsible, directly or indirectly, for 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 investment or reinvestment of the assets of the TrustMaster Trust Fund, 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) which investment and pursuant to the Investment Policy. The Investment Manager(s) shall have the power and authorityreinvestment (including, exercisable in its sole discretion at any timewithout limitation, 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 all actions taken by the Investment Manager(s), and Master Trustee at 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 direction of the Investment Manager(s) and the terms and conditions of the appointment and retention of the Investment Manager(sManager in connection therewith) shall be the sole 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)Manager with respect to such assets. The Master Trustee shall be entitled to rely entirely on an Investment Manager's directions, shall be under no duty to determine or make inquiry whether an Investment Manager's directions received by it are in accordance with the exclusive responsibility provisions of the CommitteeParticipating Trusts, the Plans or applicable law, and except as provided in Section 4.05 herein, the Trustee shall have no duty to review any securities or recommend the sale, retention, or other disposition of any assets purchased by the Investment Manager(s), or to make suggestions to the Investment Manager(s) or to the Committee retained in accordance 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)Manager's directions. Except as provided by ERISA, the Master Trustee shall be under have no liability for any loss to the Master Trust Fund resulting from the purchase, sale, or retention of any kind which may result by reason assets or the taking of any other action taken by it in accordance with any direction of the an 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, soldManager's directions, or resulting from not having sold such assets so purchased 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 from not having taken any other aspect action in the absence of portfolio for which an Investment Manager(s) has been appointedManager's directions, to make such sale or take any other action.

Appointment of Investment Managers. The Committee Prior to the date a Change of Control occurs, the Company, and after the date a Change of Control occurs, the Trustee, may appoint one or more investment managers (“Investment Managers Managers”) which shall be banks, investment advisers registered under the Investment Advisers Act of 1940, or insurance companies, to direct the Trustee as to the investment of all or part a portion of the Trust, which investments shall be made in accordance with Fund for the terms exclusive benefit of the applicable Investment Manager Agreement(s) Participants 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 the right to remove any such Investment Manager. The appointment of the Investment Manager(s) shall be made in 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. 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. 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 therefromBeneficiaries, in accordance with the Investment Policystandards set forth in Section 404(a) of ERISA. In all casesNotwithstanding the foregoing, howeverprior to the date a Change of Control occurs, the investments must be sufficiently liquid to enable Company may appoint the Trust to fulfill the purposes Trustee (or any of the Trust and to satisfy obligations its affiliates) 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 if it is otherwise qualified to serve as an Investment Manager and deliver the appropriate trading authorizations. Written notification of the issuance of each in 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 hereininstance, the Trustee shall have no duty discretion over the investment of the Fund, subject to review the provisions of Section 5.2 hereof. The Company shall notify the Trustee of the appointment of any securities or Investment Manager (other assets purchased than the Trustee) under this Section 5.9 by delivering to the Trustee (1) an executed copy of an instrument under which the Investment Manager was appointed to act hereunder and setting forth the investment powers of the Investment Manager and (2) a written instrument executed by the Investment Manager(s), or Manager in which it acknowledges that it has agreed to make suggestions act as such. Any notice of appointment pursuant to this Section 5.9 shall constitute a representation and warranty by the Company that the Investment Manager is qualified under and has been appointed in accordance with the provisions hereof. Notwithstanding anything herein contained to the contrary, during the term of its appointment, the Investment Manager(s) or Manager shall have the sole responsibility for the investment and reinvestment of the portion of the Fund for which it was appointed to act, and, subject to the Committee limitations on the types of appropriate investments set forth in Section 5.2 hereof, shall have full power in its discretion to direct the Trustee with respect to the exercise or nonexercise by it of its investment powers, including the voting of shares. Pending receipt of instructions from any power Investment Manager with respect thereto and subject to any investment guidelines agreed to in writing from time to time pursuant to Section 5.2 hereof, any cash received by the Investment Manager(s). Unless Trustee from time to time shall be invested by the Trustee participates knowingly inin demand and term notes (including those commonly known as “master notes”) maturing not more than three years after the date of purchase thereof, United States Treasury bills, other government and agency obligations maturing not more than three years after the date of purchase thereof, group annuity or knowingly undertakes to conceal an act other contracts providing a guaranteed rate of return with a maturity not exceeding three years, certificates of deposit, commercial paper, government guaranteed paper, common or omission collective trust funds, money market mutual funds, other money market instruments, savings accounts or other deposits with a financial institution (including the Trustee, if a financial institution is serving as such) and part interests in any one or more of the foregoing. The Company may terminate its appointment of an Investment Manager(s) knowing Manager at any time and shall in writing notify the Trustee of such act or omission termination, and may thereafter appoint a successor Investment Manager in the same manner as provided above in this Section 5.9. Any successor Investment Manager shall thereafter, until its appointment is terminated, be deemed to be a breach an “Investment Manager” for all purposes of this Agreement. If there shall be more than one Investment Manager, the portion of the fiduciary responsibility Fund to be invested by each Investment Manager shall be held in a separate account and the powers and authority of each Investment Manager shall be divided as set forth in the instruments appointing such Investment Manager(s)Managers. So long as an Investment Manager (other than the Trustee or one of its affiliates) is serving as such, the Trustee shall be under no liability for duty or obligation to review the assets comprising any loss of any kind which may result by reason of any action taken by it in accordance with any direction portion 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 Fund managed by the Investment Manager(s)Manager, nor for to make any recommendations with respect to the risk investment or diversification reinvestment thereof, or to determine whether any direction received from any Investment Manager is proper or within the terms of this Trust Agreement or to monitor the portfolio, nor for the turnover activities of the investments, nor for any other aspect of portfolio for which an Investment Manager(s) has been appointedManager.