Common use of Appointment of Investment Manager Clause in Contracts

Appointment of Investment Manager. (a) ZionSolutions shall have the right from time to time to appoint and remove one or more Investment Managers for their respective Trust(s) held under the applicable Trust Agreement and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as “investment manager accounts” and if ZionSolutions does so, it shall appoint an individual, partnership, association, or corporation as Investment Manager to manage the portion of any Trust so segregated, provided, however, that ZionSolutions, its affiliates, and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager so appointed. The appointment, after the date hereof, shall be accomplished using an investment manager agreement signed by ZionSolutions and the Investment Manager. The Trustee may assume that any investment manager account previously established and the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutions. As long as the Investment Manager is acting, the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Manager, in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the segregation of the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each investment manager account for the purpose of determining whether any assets acquired or any pending asset acquisitions (as to which the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereof. In the event that the Trustee determines as a result of any such review that an investment is a Prohibited Investment as provided in Section 4.3, hereof, then it shall notify ZionSolutions and the applicable Investment Manager within a reasonable period of time after such determination by telephone, with confirmation in writing. The Trustee shall retain all other fiduciary duties with respect to assets the investment of which is directed by investment managers.

Appointment of Investment Manager. (a) ZionSolutions shall have the right from time to time to appoint and remove one or more Investment Managers for their respective Trust(s) the Trust held under the applicable Trust Agreement and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as “investment manager accounts” and if ZionSolutions does so, it shall appoint an individual, partnership, association, or corporation as Investment Manager to manage the portion of any Trust so segregated, provided, however, that ZionSolutions, its affiliates, and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager so appointed. The appointment, after the date hereof, shall be accomplished using an investment manager agreement signed by ZionSolutions and the Investment Manager. The Trustee may assume that any investment manager account previously established and the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutions. As long as the Investment Manager is acting, the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Manager, in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the segregation of the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each investment manager account for the purpose of determining whether any assets acquired or any pending asset acquisitions (as to which the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereof. In the event that the Trustee determines as a result of any such review that an investment is a Prohibited Investment as provided in Section 4.3, hereof, then it shall notify ZionSolutions and the applicable Investment Manager within a reasonable period of time after such determination by telephone, with confirmation in writing. The Trustee shall retain all other fiduciary duties with respect to assets the investment of which is directed by investment managers.

Appointment of Investment Manager. The Company may appoint an investment manager or managers to manage (aincluding the power to acquire or dispose of) ZionSolutions the assets of the Trust (or a portion thereof). The Trustee shall not be liable for the acts or omissions of such investment manager, or be under any obligation to invest or otherwise manage any assets of the Trust which are subject to the management of such investment manager. An investment manager shall have the right from time full power and authority to time to appoint and remove one manage, acquire or more Investment Managers for their respective Trust(s) held under the applicable Trust Agreement and to dispose (or direct the segregation of any part Trustee with respect to acquisition or all of any such Trust into one or more accounts to be known as “investment manager accounts” and if ZionSolutions does so, it shall appoint an individual, partnership, association, or corporation as Investment Manager to manage the portion disposition) of any Trust so segregated, provided, however, that ZionSolutions, assets under its affiliates, and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager so appointed. The appointment, after the date hereof, shall be accomplished using an investment manager agreement signed by ZionSolutions and the Investment Manager. The Trustee may assume that any investment manager account previously established and the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutions. As long as the Investment Manager is acting, the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Manager, in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the segregation of the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each investment manager account for the purpose of determining whether any assets acquired or any pending asset acquisitions (as to which the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereofcontrol. In the event that the Company exercises this right, the Company shall certify to the Trustee determines and the investment manager the scope of the duties and responsibilities of the investment manager. An investment manager shall be either (a) registered as an investment adviser under the Investment Advisor Act of 1940, (b) a result bank, as defined in the Investment Advisor's Act of 1940, or (c) an insurance company qualified to manage, acquire or dispose of Trust assets under the laws of more than one state. Upon its appointment, an investment manager shall certify and acknowledge in writing to the Company and the Trustee that he is a fiduciary with respect to this Trust, and that he has assumed the duties and responsibilities conferred upon him by the Company. The duties, responsibilities, and authority of any investment manager may be revoked or modified by the Company or its authorized representative at any time by written notice to such review investment manager and to the Trustee. Any investment manager duly appointed and authorized by the Company, shall, during the period of his appointment, possess fully and absolutely those powers, rights and duties of the Trustee (to the extent delegated and to the extent permissible under the terms of this Trust) with respect to the investment or reinvestment of that an portion of the assets over which such investment is a Prohibited Investment as provided in Section 4.3, hereof, then it shall notify ZionSolutions and the applicable Investment Manager within a reasonable manager has investment management authority. During any period of time after when such determination investment manager is so appointed and serving, and with respect to those assets of the Trust over which such investment manager exercises investment management authority, the Trustee's responsibility shall be limited to holding such assets as a custodian, providing accounting services, disbursing benefits as authorized, and executing such investment instructions only as directed by telephone, with confirmation in writingsuch investment manager. The Trustee shall retain all other fiduciary duties not be responsible for any acts or omissions of such investment manager. Any instrument duly signed by such investment manager (or the authorized representative of such investment manager) purporting to evidence any instruction, direction or order of such investment manager with respect to assets the investment of those assets of the Trust over which is directed the investment manager has authority shall be accepted by investment managersthe Trustee.

Appointment of Investment Manager. Pursuant to 40 ILCS 5/1-109.1, the Board of Trustees hereby appoints the Investment Manager to exercise its sole discretion and authority to direct The Bank of New York Mellon (a“BNY Mellon”), as Master Custodian pursuant to the Master Custody Agreement entered into effective January 1, 2015, between the Board of Trustees, the Treasurer of the City of Chicago, and BNY Mellon, to invest and reinvest in cash, cash equivalents, stocks, bonds, or other securities, and other instruments, of such portion of the Fund’s assets (hereinafter referred to as “Master Trust assets”) ZionSolutions as the Board of Trustees shall have the right decide from time to time, the proceeds from the sale of such assets, and the income due and appreciation attributable to such assets, less any assets the Board of Trustees may withdraw from time to appoint and remove one or more Investment Managers for their respective Trust(s) held under the applicable Trust Agreement and to direct the segregation time. For purposes of any part or all of this Agreement, any such portion of the Master Trust into one assets shall be referred to as the “Sub-Account”. The Investment Manager shall for all purposes be deemed an independent contractor, and, unless otherwise expressly authorized or more accounts provided, shall not have authority to act for or represent either the Fund or the Board of Trustees in any way or otherwise be known as “investment manager accounts” deemed an agent of either the Fund or the Board of Trustees. The Investment Manager hereby accepts its appointment and if ZionSolutions does soacknowledges that, at all times, it shall appoint an individual, partnership, association, or corporation will act as Investment Manager to manage a fiduciary in accordance with the portion of any Trust so segregated, provided, however, that ZionSolutions, its affiliates, Illinois Pension Code and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given this Agreement with respect to the Trustee Fund and the Sub-Account. Subject to this Agreement, the Investment Manager so appointed. The appointmentmay, after the date hereof, shall be accomplished using an investment manager agreement signed by ZionSolutions in its full discretion and the Investment Manager. The Trustee may assume that any investment manager account previously established and the without obligation on its part to give prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutions. As long Master Custodian or the Board of Trustees: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds or other securities or instruments permitted by the Investment Guidelines; and (ii) execute transactions through accounts established with such brokers or dealers as the Investment Manager is actingmay in its sole discretion select, except to the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed extent otherwise directed by the Investment Manager, Board of Trustees in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the segregation of the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trusteewriting; provided, however, that all such activities shall be conducted in a manner consistent with the Trustee Investment Manager’s fiduciary duties under Article 1 of the Illinois Pension Code, under this Agreement, and under the Employee Retirement Income Security Act of 1974, interpretations thereof and regulations and exemptions thereunder (collectively, hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Board of Trustees has directed the Master Custodian, and the Master Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Account shall review at all times be registered in the transactions in each investment manager account name of the Fund or the name of the Master Custodian or its nominee for the purpose account of determining whether the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Master Custodian. The Investment Manager shall at no time have custody of or physical control over the Sub-Account. The Investment Manager shall not be liable for any assets acquired act or any pending asset acquisitions (as to which omission of the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereof. In the event Master Custodian unless it knew or should have known that the Trustee determines as act or omission was a result breach of any such review that an investment is a Prohibited the Master Custodian’s obligations to the Fund. Cash held in the Sub-Account pending direction from the Investment as provided Manager may be invested and reinvested by the Master Custodian, without instruction or direction from the Investment Manager, in Section 4.3U.S. Treasury bills and other short-term, hereof, then it shall notify ZionSolutions liquid investments in accordance with this Agreement and the applicable Investment Manager within a reasonable period of time after such determination by telephoneMaster Custodian’s Treasury Services Terms & Conditions dated January 9, with confirmation in writing. The Trustee shall retain all other fiduciary duties with respect to assets the investment of which is directed by investment managers2015.

Appointment of Investment Manager. (a) ZionSolutions The Company shall have the right from time to time to appoint and remove one or more Investment Managers investment managers for their respective Trust(s) any Trust held under the applicable Trust Agreement hereunder and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as “"investment manager accounts” " and if ZionSolutions it does so, it shall appoint an individual, partnership, association, association or corporation as Investment Manager investment manager to manage the portion of any Trust so segregated, provided, however, that ZionSolutions, its affiliates, and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given to the Trustee Trus tee and the Investment Manager investment manager so appointed. The appointment, after the date hereof, appointment shall be accomplished using an investment manager agreement signed by ZionSolutions the Company and the Investment Manager. The Trustee may assume that any investment manager account previously established and acknowledged by the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutionsTrustee. As long as the Investment Manager investment manager is acting, the Investment Manager investment manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Managerinvestment manager, and except as set forth in accordance the following paragraph, the Trustee shall have no duty or obligation to review the assets from time to time comprising such investment manager account, to make any recommendations with Sections 2.5(c)respect to the acquisition, 4.2retention and disposition thereof, 4.3nor to determine whether any direction from the investment manager is proper or within the terms of this Agreement. The Trustee shall have no liability or responsibility to the Company or the Trusts for acting on the direction of, 4.4 or for failure to act in the absence of directions from, the investment manager for any investment manager account. The Trustee may assume that any investment manager account previously established and 4.5 hereofthe appointment of any investment manager for that account continues in force until receipt of written notice to the contrary from the Company. Upon Pending receipt of directions from the segregation of investment manager, any cash received by the Trustee from time to time for any investment manager account shall be invested upon receipt in instruments maturing in three banking days or less. The Company shall review the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each any such investment manager account on a monthly basis for the purpose of determining whether any such assets acquired or any pending asset acquisitions (as to which are permissible investments under the Trustee has been given information) are Prohibited Investments as provided in guidelines established for such account and the provisions of Section 4.3 hereof. In the event that the Trustee Company determines as a result of any such review that an investment is a Prohibited Investment as provided in not permitted under either the guidelines established for such account or the provisions of Section 4.3, 4.3 hereof, then it shall notify ZionSolutions the applicable investment manager and Trustee and the applicable Investment Manager investment manager within a reasonable period one business day of time after such determination by telephone, with confirmation confirmed in writing. If the applicable investment manager does not sell the unpermittedprohibited investment within two business days of such oral notice, then the Trustee shall sell such unpermittedprohibited investment within four business days of such oral notice. The Trustee shall retain all other fiduciary duties with respect advise the investment manager of information it receives from an issuer or similar source regarding calls, redemptions, purchase offers and similar matters relating to assets held in any Trust hereunder. The Company will indemnify the Trustee and hold it harmless from any liability or expense in connection with or arising out of (i) any action taken or omitted, or any investment or disbursement of any part of the investment manager account made by the Trustee, at the direction of which is directed the investment manager, and (ii) any action taken by the Trustee pursuant to notification of an order issued by an investment managersmanager to purchase or sell securities directly to a broker or dealer under a power of attorney.

Appointment of Investment Manager. (a) ZionSolutions The Company shall have the right from time to time to appoint and remove one or more Investment Managers investment managers for their respective Trust(s) any Trust held under the applicable Trust Agreement hereunder and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as “"investment manager accounts” " and if ZionSolutions it does so, it shall appoint an individual, partnership, association, association or corporation as Investment Manager investment manager to manage the portion of any Trust so segregated, provided, however, that ZionSolutions, its affiliates, and its subsidiaries and persons representing them shall not provide day-to-day management direction of investments or direction on individual investments to either the Trustee or an investment manager. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager investment manager so appointed. The appointment, after the date hereof, appointment shall be accomplished using an investment manager agreement signed by ZionSolutions the Company and the Investment Manager. The Trustee may assume that any investment manager account previously established and acknowledged by the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutionsTrustee. As long as the Investment Manager investment manager is acting, the Investment Manager investment manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed by the Investment Managerinvestment manager, and except as set forth in accordance the following paragraph, the Trustee shall have no duty or obligation to review the assets from time to time comprising such investment manager account, to make any recommendations with Sections 2.5(c)respect to the acquisition, 4.2retention and disposition thereof, 4.3nor to determine whether any direction from the investment manager is proper or within the terms of this Agreement. The Trustee shall have no liability or responsibility to the Company or the Trusts for acting on the direction of, 4.4 or for failure to act in the absence of directions from, the investment manager for any investment manager account. The Trustee may assume that any investment manager account previously established and 4.5 hereofthe appointment of any investment manager for that account continues in force until receipt of written notice to the contrary from the Company. Upon Pending receipt of directions from the segregation of investment manager, any cash received by the Trustee from time to time for any investment manager account shall be invested upon receipt in instruments maturing in three banking days or less. The Company shall review the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved of all investment duties, investment responsibilities and investment liabilities normally or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each any such investment manager account on a monthly basis for the purpose of determining whether any such assets acquired or any pending asset acquisitions (as to which are permissible investments under the Trustee has been given information) are Prohibited Investments as provided in guidelines established for such account and the provisions of Section 4.3 hereof. In the event that the Trustee Company determines as a result of any such review that an investment is a Prohibited Investment as provided in not permitted under either the guidelines established for such account or the provisions of Section 4.3, 4.3 hereof, then it shall notify ZionSolutions the applicable investment manager and Trustee and the applicable Investment Manager investment manager within a reasonable period one business day of time after such determination by telephone, with confirmation confirmed in writing. If the applicable investment manager does not sell the unpermittedprohibited investment within two business days of such oral notice, then the Trustee shall sell such unpermittedprohibited investment within four business days of such oral notice. The Trustee shall retain all other fiduciary duties with respect advise the investment manager of information it receives from an issuer or similar source regarding calls, redemptions, purchase offers and similar matters relating to assets held in any Trust hereunder. The Company will indemnify the Trustee and hold it harmless from any liability or expense in connection with or arising out of (i) any action taken or omitted, or any investment or disbursement of any part of the investment manager account made by the Trustee, at the direction of which is directed the investment manager, and (ii) any action taken by the Trustee pursuant to notification of an order issued by an investment managersmanager to purchase or sell securities directly to a broker or dealer under a power of attorney.

Appointment of Investment Manager. (aThis Section is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) ZionSolutions shall have the right from time of ERISA. Sponsor may appoint an investment manager with respect to time to appoint and remove one or more Investment Managers for their respective Trust(s) held under the applicable Trust Agreement and to direct the segregation of any part some or all of the assets of the Trust in connection with outside managed separate investment funds or for other purposes as directed by the Sponsor. The appointment of any such Trust into one or more accounts to be known as “investment manager accounts” and if ZionSolutions does so, it shall appoint be made by an individual, partnership, association, officer of Sponsor or corporation as Investment Manager other named fiduciary authorized by a resolution of Sponsor's board of directors to manage make such appointments. The authority of the portion of any Trust so segregated, provided, however, that ZionSolutions, its affiliates, and its subsidiaries and persons representing them investment manager shall not provide day-to-day management direction begin until Trustee receives from Sponsor notice satisfactory to Trustee that the investment manager has been appointed and that the investment manager has acknowledged in writing that with respect to the relevant assets he, she or it is a fiduciary with respect to the Plan within the meaning of investments or direction on individual investments to either ERISA. The investment manager's authority shall continue until Trustee receives similar notice that the appointment has been rescinded. By notifying Trustee or of the appointment of an investment manager. Written notice of any such appointment and/or removal , Sponsor shall be given deemed to the Trustee and the Investment Manager so appointed. The appointment, after the date hereof, shall be accomplished using an warrant that such investment manager agreement signed by ZionSolutions and meets the Investment Manager. The requirements of Section 3(38) of ERISA, but Trustee may assume demand independent evidence that any investment manager account previously established meets those requirements. The assets with respect to which a particular investment manager has been appointed shall be segregated from all other assets held by Trustee under this Trust Agreement and the prior appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary from ZionSolutions. As long as the Investment Manager is acting, the Investment Manager shall have full authority to direct the acquisition, retention and disposition of the assets from time to time comprising the investment manager account being managed shall have the duty and power to direct Trustee in every aspect of their investment. Trustee shall follow the directions of an investment manager regarding the investment and reinvestment of the Trust, or such portion thereof as shall be under management by the Investment Managerinvestment manager, in accordance with Sections 2.5(c), 4.2, 4.3, 4.4 and 4.5 hereof. Upon the segregation of the assets in accordance with ZionSolutions instructions, the Trustee, as to those assets while so separated, shall be released and relieved under no duty or obligation to review any investment to be acquired, held or disposed of all investment duties, investment responsibilities and investment liabilities normally pursuant to such directions nor make any recommendations with respect to the disposition or statutorily incident to a trustee; provided, however, that the Trustee shall review the transactions in each investment manager account for the purpose of determining whether any assets acquired or any pending asset acquisitions (as to which the Trustee has been given information) are Prohibited Investments as provided in Section 4.3 hereof. In the event that the Trustee determines as a result continued retention of any such review that investment. Trustee shall have no liability or responsibility for acting without question on the direction of, or failing to act in the absence of any direction from, an investment is manager, unless Trustee has knowledge that by such action or failure to act it will be participating in or undertaking to conceal a Prohibited Investment as provided in Section 4.3breach of fiduciary duty by that investment manager. Upon request, hereof, then it shall notify ZionSolutions and the applicable Investment Manager within a reasonable period of time after such determination by telephone, with confirmation in writing. The Trustee shall retain all execute appropriate powers of attorney authorizing an investment manager appointed hereunder to exercise the powers and duties of trustee. Trustee may rely upon any order, certificate, notice, direction or other fiduciary duties documentary confirmation purporting to have been issued or given by an investment manager which Trustee believes (i) to be genuine, and (ii) to have been issued or given by such investment manager. An investment manager shall certify in a timely manner, at the request of Trustee, the value of any securities or other property held in any fund managed by such investment manager, and such certification shall be regarded as a direction with respect regard to assets such valuation. Trustee shall be entitled to conclusively rely upon such valuation. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the investment of which is directed procedures established by investment managersSponsor to validate such oral directions.