EXHIBIT 99-16
SEVENTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
THE DETROIT EDISON COMPANY
THIS SEVENTH AMENDMENT, dated as of the fifteenth day of December 1999, by
and between Fidelity Management Trust Company (the "Trustee") and The Detroit
Edison Company (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated June 30, 1994, and amended February 5, 1995, June 30, 1994 and
August 1, 1996, with regard to The Detroit Edison Savings & Investment Plan, The
Detroit Edison Savings & Investment Plan for Employees Represented by Local 17
of the International Brotherhood of Electrical Workers, and The Detroit Edison
Savings & Investment Plan for Employees Represented by Local 223 of the Utility
Workers Union of America (collectively and individually, the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 14 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and the
Sponsor hereby amend the Trust Agreement by:
(1) Amending Section 5(h) Trustee Powers, by inserting a new subsection (ix)
as follows:
(ix) To borrow funds from a bank not affiliated with the
Trustee in order to provide sufficient liquidity to process Plan
transactions in a timely fashion; provided that the cost of such borrowing
shall be reasonable and shall be allocated in a reasonable fashion to the
investment fund(s) in need of liquidity.
(2) Adding a new Section 15, Electronic Services, as follows, and renumbering
all subsequent subsections accordingly:
Section 15. Electronic Services.
(a) The Trustee may provide communications and services via electronic
medium ("Electronic Services"), including, but not limited to. Fidelity
Plan Sponsor WebStation, Client Intranet, Client e-mail, interactive
software products or any other information provided in an electronic
format. The Sponsor, its agents and employees agree to keep confidential
and not publish, copy, broadcast, retransmit, reproduce, commercially
exploit or otherwise redisseminate the data, information, software or
services without the Trustee's written consent.
(b) The Sponsor shall be responsible for installing and maintaining all
Electronic Services on its computer network and/or Intranet upon receipt
in a manner so that the information provided via the Electronic Service
will appear in the same form and content as it appears on the form of
delivery, and for any programming required to accomplish the installation.
Materials provided for Plan Sponsor's intranet web sites shall be
installed by the Sponsor and
shall be clearly identified as originating from the Trustee. The Sponsor
shall promptly remove Electronic Services from its computer network and/or
Intranet, or replace the Electronic Service with an updated service
provided by the Trustee, upon written notification (including written
notification via facsimile) by the Trustee.
(c) All Electronic Services shall be provided to the Sponsor without any
express or implied legal warranties or acceptance of legal liability by
the Trustee relative to the use of material or Electronic Services by the
Sponsor. No rights are conveyed to any property, intellectual or tangible,
associated with the contents of the Electronic Services and related
material.
(d) To the extent that any Electronic Services utilize Internet services
to transport data or communications, the Trustee will take, and Plan
Sponsor agrees to follow, reasonable security precautions; however, the
Trustee disclaims any liability for interception of any such data or
communications. The Trustee shall not be responsible for, and makes no
warranties regarding access, speed or availability of Internet or network
services. The Trustee shall not be responsible for any loss or damage
related to or resulting from any changes or modifications to the
electronic material after delivering it to the Plan Sponsor.
(3) Amending Schedule "B" as follows:
EFFECTIVE JANUARY 1, 2000, restating the "Annual Participant Fee" section,
in its entirety, as follows:
- Annual Participant Fee: $0 per Participant.
EFFECTIVE JANUARY 1, 2000, deleting the "Trustee Fees" section in its
entirety.
By restating the "Other Fees" bullet point, in its entirety, as follows:
Other Fees: separate charges for optional non-discrimination testing,
extraordinary expenses resulting from large numbers of simultaneous manual
transactions, from errors not caused by Fidelity, reports not contemplated
in this Agreement, corporate actions, or the provision of communications
materials in hard copy which are also accessible to participants via
electronic services in the event that the provision of such material in
hard copy would result in an additional expense deemed to be material. The
Administrator may withdraw reasonable administrative fees from the Trust
by written direction to the Trustee,
EFFECTIVE JANUARY 1, 2000, restating the "Note" section, in its entirety,
as follows:
Note: These fees have been negotiated and accepted based on the following
Plan characteristics: current plan assets of S1028.0 million, current
participation of 972 participants, current stock assets of S184 million,
total Fidelity actively managed Mutual Fund assets of $ 677 0 million,
total Fidelity non-actively managed Mutual Fund assets of $ 1180 million,
total Non-Fidelity Mutual Fund assets of $ 49 million, and projected net
cash flows of $18 million per year. Fees will be subject to revision if
these Plan characteristics change significantly by either falling below or
exceeding current or projected levels.
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IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Seventh
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
THE DETROIT EDISON COMPANY FIDELITY MANAGEMENT TRUST
COMPANY
By: /s/ Anthony F. Earley 12-28-09 By: /s/ Carolyn Redden 01-28-2000
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Anthony F. Earley JR. Date Carolyn Redden Date
Vice President
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