AMENDMENT NO. 6 TO THE Exibit 10.27
SAN DIEGO GAS & ELECTRIC COMPANY
NUCLEAR FACILITIES QUALIFIED CPUC
DECOMMISSIONING MASTER TRUST
AGREEMENT FOR SAN ONOFRE
NUCLEAR GENERATING STATIONS
This amendment is entered into as of the __1st_ day of
_October_, 1999, by and between San Diego Gas & Electric Company, a
corporation duly organized and existing under the laws of the State
of California, and having its principal office at 101 Ash Street, San
Diego, California 92101-3017 (the "Company"), and Mellon Bank, N.A.
having its principal office at One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258.
WHEREAS, the Company wishes to appoint Mellon Bank, N.A. as
successor Trustee , and Mellon Bank, N.A. agrees to act as successor
Trustee subject to the terms of the Nuclear Facilities Qualified CPUC
Decommissioning Master Trust Agreement dated June 29, 1992 (the
"Agreement") between the Company and State Street Bank and Trust
Company, as amended;
WHEREAS, in Section 2.12 of the Agreement, the parties
specifically reserve the right to amend the Agreement; and
WHEREAS, the San Diego Gas & Electric Company Nuclear Facilities
Decommissioning Master Trust Committee has authorized the amendment
of the Agreement and the California Public Utilities Commission
filing and review process has been completed with no objections;
NOW, THEREFORE, the parties agree as follows:
1. Paragraph (b) of Section 1.04 is amended to read as follows:
"(b) appoints Mellon Bank, N.A. as Trustee of each of the
Funds."
2. The first sentence of the second paragraph of section 4.03
shall be restated to read as follows:
"The attached Exhibit C is effective from the date that
assets are transferred to Mellon Bank, N.A. as successor
Trustee."
3. The first and second sentences of the fourth paragraph of
section 4.03 shall be restated to read as follows:
"The attached Exhibit D is effective as of the date that
assets are transferred to Mellon Bank, N.A. as successor
Trustee."
4. The third sentence of the first paragraph of Section 4.07 is
amended to read as follows:
"The Trustee shall not be responsible for any losses
resulting from the deposit or maintenance of securities or
other property (in accordance with market practice, custom,
or regulation) with any recognized foreign clearing
facility, book-entry system, centralized custodial
depository, or similar organization."
5. Section 4.08 is amended to read as follows:
"The Company shall indemnify and hold harmless the Trustee
from all claims, liabilities, losses, damages and expenses,
including reasonable attorneys' fees and expenses, incurred
by the Trustee in connection with this Agreement, except as
a result of the Trustee's own bad faith, negligence, or
willful misconduct or for any breach of the Agreement that
results from the Trustee's own bad faith, negligence or
willful misconduct."
6. The fifth sentence of Section 5.02 shall be restated as
follows:
"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 to the
Trustee from the Investment Manager shall be in writing, by
facsimile transmission, electronic transmission, or any
other method specifically agreed to in writing by the
Committee and the Trustee, provided the Trustee may, in its
discretion, accept oral directions and instructions and may
require confirmation in writing."
7. Paragraph 6.04 shall be deleted.
The following Section 6.08 shall be added:
"6.08 If the Trustee advances cash or securities for any
purpose, or in the event that the Trustee shall incur or be
assessed taxes, interest, charges, expenses, assessments, or
other liabilities in connection with the performance of this
Agreement, except such as may arise from its own negligent
action, negligent failure to act or willful misconduct, any
property at any time held for the Fund or under this
Agreement shall be security therefor and the Trustee shall
be entitled to collect from the Fund sufficient cash for
reimbursement , and if such cash is insufficient, dispose of
the assets of the Fund held under this Agreement to the
extent necessary to obtain reimbursement and to the extent
that such reimbursement is not a violation of any provision
of Section 468A of the Internal Revenue Code. To the extent
the Trustee advances funds to the Fund for disbursements or
to effect the settlement of purchase transactions, the
Trustee to the extent permitted under Section 468A of the
Internal Revenue Code shall be entitled to collect from the
Fund with respect to domestic assets, (i) an amount equal
to what would have been earned on the sums advanced (an
amount approximating the "federal funds" interest rate) or
(ii) with respect to nondomestic assets, the rate applicable
to the appropriate foreign market with respect to non-
domestic assets."
9. The following paragraph shall be added to 7.02:
"Settlements of transactions may be effected in trading and
processing practices customary in the jurisdiction or market
where the transaction occurs. The Company acknowledges that
this may, in certain circumstances, require the delivery of
cash or securities (or other property) without the
concurrent receipt of securities (or other property) or cash
and, in such circumstances, the Company shall have sole
responsibility for nonreceipt of payment (or late payment)
by the counterparty."
10. The following 8.13 shall be added:
"8.13 Notwithstanding anything in this Agreement to the
contrary contained herein, the Trustee shall not be
responsible or liable for its failure to perform under this
Agreement or for any losses to the Account resulting from
any event beyond the reasonable control of the Trustee its
agents or subcustodians, including but not limited to
nationalization, strikes, expropriation, devaluation,
seizure, or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency
restrictions, exchange controls, levies or other charges
affecting the Account's property; or the breakdown, failure
or malfunction of any utilities or telecommunications
systems; or any order or regulation of any banking or
securities industry including changes in market rules and
market conditions affecting the execution or settlement of
transactions; or acts of war, terrorism, insurrection or
revolution; or acts of God; or any other similar event.
This Section shall survive the termination of this
Agreement."
11. The following Section 8.14 shall be added:
"8.14 Each Party hereby represents and warrants to the
other that it has full authority to enter into this
Agreement upon the terms and conditions hereof and that the
individual executing this Agreement on its behalf has the
requisite authority to bind that Party."
IN WITNESS WHEREOF, the Parties have set their Hands and seals
to this Amendment to the Agreement as of the date and year
first written above.
CALIFORNIA PUBLIC UTILITIES
COMMISSION
By:
---------------------------
Name:
-------------------------
Title:
-----------------------
SAN DIEGO GAS &
ELECTRIC COMPANY
By:
---------------------------
Name:
-------------------------
Title
------------------------
MELLON BANK, N.A.
By:
---------------------------
Name:
-------------------------
Title:
------------------------
02/26/99:baker\agreemen\sandiego.doc
MELLON BANK, N.A.
------------------
MASTER TRUST SERVICES FEE SCHEDULE
----------------------------------
FOR
---
QUALIFIED
---------
SAN DIEGO GAS & ELECTRIC N.D.T.
-------------------------------
Pro Forma
TRUST/CUSTODY CHARGES, PORTFOLIO ADMINISTRATION, PORTFOLIO ACTIVITY
- -------------------------------------------------------------------
Fixed Income:
SGE3 Brown Brothers $ 79,637,000 *1.50 bpts $ 11,946
SGE7 NISA $ 123,891,000 *1.50 bpts 18,584
Domestic Equity:
SGE5 SSGA R3000 154,102,000 *1.50 bpts 23,115
International Equity:
SGE6 SSGA EAFE 44,824,000 *7.50 bpts 33,618
--------
$ 87,303
PERFORMANCE MEASUREMENT
- -----------------------
Customized Benchmarks $ 750
OUT-OF-POCKET EXPENSES $ 1,000
- ----------------------
TRUST SERVICES $ 2,000
- -------------- --------
TOTAL: $ 91,053
--------
Exhibit C
MELLON BANK, N.A.
------------------
MASTER TRUST SERVICES FEE SCHEDULE
----------------------------------
FOR
---
SAN DIEGO GAS & ELECTRIC N.D.T.
-------------------------------
TRUST/CUSTODY CHARGES, PORTFOLIO ADMINISTRATION, PORTFOLIO ACTIVITY
- -------------------------------------------------------------------
Domestic Asset Fee (Active):
1.5 basis points on Market Value of Assets
International Asset Fee (Active):
7.5 basis points on Market Value of Assets
PERFORMANCE MEASUREMENT
- -----------------------
Includes Basic Return Calculation, Historical data download, Universe
Comparison and Commingled Funds.
Customized Benchmarks/Universes: $250 per benchmark
BARRA, Vestek, etc.: $250 per portfolio
Attribution: $500 per portfolio
Trading Cost Analysis: $250 per portfolio
CMS BondEdge: Pass Through
TUCS: $750 per portfolio/Minimum $7,500
Look Through Analytics: $500
ON-LINE SERVICES
- ----------------
Includes Terminal Charge, Communication software, CPU connect time.
Executive Workbench: Client Reporting
First User Free of Charge
Performance Report Generator
Analytics Report Generator
Accounting Report Generator
Investment Monitor
OUT-OF-POCKET EXPENSES
- ----------------------
Wire Transfer: $10 per transfer out charge
Courier Service: Pass Through
Telex Charges: Pass Through
Computer Processing: Pass Through
Staff Training: Included
Stamp Duty: Pass Through
Registration: Pass Through
SAN DIEGO GAS & ELECTRIC N.D.T.
FEE SCHEDULE
PAGE 2 OF 2
OUT-OF-POCKET EXPENSES (Cont.)
- ------------------------------
We will pass through to the client any out-of-pocket expenses
including, but not limited to, postage, courier expense, registration
fees, stamp duties, telex charges, custom reporting or custom
programming, internal/external tax, legal or consulting costs and
proxy voting expenses.
TRUST SERVICES
- --------------
Cash Sweep Fee: 12 basis points (Annually)
Tax Reporting: $125 per hour
Tax Return Preparation: $400 per filing/per year
BENEFIT PAYMENT SERVICES
- ------------------------
Non-periodic $6.00 per check
MISCELLANEOUS
- -------------
*All costs associated with the asset conversion will be waived.
*This fee assumes Mellon Trust is the sole foreign exchange
dealer.
*This fee assumes that all investment portfolios are valued on
a monthly basis.
*Mellon Trust bills clients on a monthly basis via a direct
account deduction.
*Fee Schedule is guaranteed for five (5) years.
*We reserve the right to amend our fees if the service
requirements change in a way that materially affects our
responsibilities or costs. Support of other derivative
investment strategies or special processing requirements
(e.g. external cash sweep, etc.) may result in additional
fees.
(Note: Fees will not be amended prior to the notification and
consent of the company.)
Exhibit D
MELLON BANK, N.A.
------------------
INVESTMENT MANAGEMENT FEE SCHEDULE
----------------------------------
FOR
---
SAN DIEGO GAS & ELECTRIC N.D.T.
-------------------------------
50 Basis points for the first $ 50,000,000
40 Basis points for the next $150,000,000
30 Basis points thereafter
8