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INVESTMENT ADVISORY AGREEMENT (4) INVESTMENT ADVISORY AGREEMENT This InvestmentAgreement is entered into between THE TRUSTEES OF THE CITY OF CLEARWATER EMPLOYEES' PENSION FUND (hereafter "the Trustees" or "Pension Fund") and CHARLES D. HYMAN & COMPANY (hereafter "Hyman" or "Advisor") whose address is 4300 Marsh Landing Boulevard, Suite 201, Jacksonville Beach, FL 32250. This I nvestment Advisory Agreement is effective as of the ~ ~ day of ~ ~ 2003. In consideration of the mutual covenants and benefits to be provided by each party to the other, as set forth herein, the Trustees and Hyman agree as follows: 1. Services to be provided. During the term of this Agreement, Hyman shall serve in the capacity of investment advisor to the Trustees and, in that capacity, shall advise the Trustees on equity matters and fixed income matters relating to the General Employees Pension Fund. The duties of Hyman shall include, but are not necessarily limited to, the following: a. Attend all regular meetings of the Finance Committee of the Trustees (the Committee) as requested by the Chairman of the Committee. b. Attend and participate in other staff meetings or work sessions of the Trustees relating to pension investment matters as requested by the Chairman. c. Provide advice and counsel to staff and Committee relating to all investment matters pertinent to the investment policies, strategies and operations of the Pension Fund. This advice and counsel shall be supported by writings, research and other pertinent material gathered from internal and external (nationally recognized research firms) sources. Such matters shall include but are not necessarily limited to, the following: 1. Strategic and tactical asset mix (diversification among permissible classes of assets). 2. Diversification among investment advisor styles and types. 3. Economic and market analysis. 4. Assisting the Committee in evaluating investment managers, performance consultants, and other consultants, and systems, which may be required, and effecting changes in same when required. Page 1 of 5 Given the current size of the pension portfolio, the addition of one or more investment managers may be considered during the term of this Agreement, in which event a period of intensive review and consultation would be required. 2. Fees. Charles D. Hyman & Company shall provide its services under the Agreement for an annual fee of $15,000.00, inclusive of all professional fees and costs. The fee shall be billed quarterly in equal installments of $3,750.00 per quarter. 3. Term. This Agreement shall continue until terminated by either party as provided below. 4. Termination. This agreement may be terminated by the Trustees at any time upon giving written notice of the termination to Charles D. Hyman, at the address stated above. This agreement may be terminated by Charles D. Hyman by giving ten (10) days written notice to Trustees at the address listed above. This Agreement shall automatically terminate in the event Charles D. Hyman's registration as an investment advisor under the Investment Advisors Act of 1940 ("the "Advisors Act") is suspended or revoked, said termination to be effective with the date of such suspension or revocation. 5. Representative. The Finance Director for the City of Clearwater, who is designated by ordinance as the Finance Director for the Trustees, shall serve as the representative of the Trustees in dealings with Charles D. Hyman & Company. 6. Investment Advisor Representations. a. The Advisor certifies that it is professionally qualified as an independent consultanUadvisor to evaluate the performance of professional money managers investing the assets of the Pension Fund. Page 2 of 5 b. The Advisor represents that it is an investment advisor registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. c. The Advisor recognizes that the Pension Fund is not governed by ERISA. In all of its relations with the Pension Fund, the Advisor will utilize the skill, care, prudence and diligence which a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an activity of a like character and purpose. The Advisor recognizes that its primary obligation under this Agreement is to the Trustees and members of the Pension Fund, and that it will place the interest of the Trustees and the members above all others and will not enter into any agreement or take any action contrary to that obligation. The Advisor will be governed in all of its activities by Chapter 112, Part VII, Florida Statutes, including, but not limited to, the standards applicable to providers of services to retirement plans in Section 112.656, Florida Statutes. While no guarantee of investment results is made, the Advisor shall make the Fund whole for any loss occasioned by its negligence or breach of the agreement provided. that in any case where anv part of an investment loss is occasioned by, or is alleged to be occasioned by, a breach of duty of any nature by an investment manager or other advisor, the Trustees will not make any claim or take any action in any court against Advisor without also making a claim against the investment manager or other advisor in that same court, unless the Trustees are limited by contract or law from making a claim against such investment manager or other advisor in such court. Advisor shall also be responsible for reasonably monitoring compliance by managers with the investment policy statement on a quarterly basis and shall report to the Fund any violations of the investment policy or lack of due diligence by the managers revealed by Advisor's monitoring activities. However, Advisor is not responsible for buy, sell or hold decisions of the investment managers and shall have no duty to affirmatively inquire into the adequacy of investment advisor's due diligence or prudence in making its buy, sell or hold decisions, such duty belonging solely to the investment managers. The Trustees acknowledge that Advisor's expertise is in reviewing and commenting on the investment results achieved by investment managers and not in rendering legal advice. Advisor shall utilize its expertise in making its recommendations to the Trustees, but shall have no authority or duty to direct, hire or fire investment managers. Advisor shall not be liable for good faith reliance on any written or oral representation of the investment managers in making its reports and recommendations to the Trustees. Advisor does not waive any rights it may have for indemnity or contribution from investment managers in the event of any claim against, or liability of, Advisor. The Trustees will not release, or attempt to release, any investment manager or mutual fund from any claim or liability arising from investment activities subject to monitoring by Advisor without also releasing Advisor, and a release of an investment manager from liability arising from Page 3 of 5 losses attributable to investment decisions of the manager shall constitute by that fact alone a release of Advisor. d. The Advisor agrees to disclose, in writing, to the Trustees, within seven business days if the Advisor becomes the subject of an investigation by the Securities and Exchange Commission for alleged breach of federal securities laws; an investigation by the U. S. Department of Justice for allegations relating to violation of federal securities laws or related allegations of fraud; or if the Advisor is named as the defendant in any civil action alleging fraud, negligence or breach of fiduciary responsibility in connection with its consulting duties. e. The Advisor and its employees will not render any legal, accounting or actuarial advice, and will not prepare any legal, accounting or actuarial documents. The Advisor encourages the Trustees to obtain such services from competent professionals. f. The Advisor will treat confidentially, by not disclosing to unaffiliated persons, information furnished by the Trustees to the Advisor hereunder without the Trustees' consent except: (I) incident to a subcontract or service contract entered into by the Advisor to assist in performing services hereunder, (ii) in connection with an audit or regulatory examination, or (iii) as may otherwise be legally required. g. The Advisor agrees that with respect to the performance of its duties hereunder, Advisor is a "fiduciary" to the Trustees and the Pension Fund as that term is defined in ERISA. 7. Dispute Resolution: Controlling Law: Venue. This Agreement shall be governed by the laws of the State of Florida. Venue for resolution of any dispute under the terms of this Agreement shall be in Pinellas County, Florida. In the event of any legal action arising out of the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to recover its costs and attorneys' fees. Page 4 of 5 IN WITNESS WHEREOF, the parties hereto have set their hands and official seals on the date written below. THE TRUSTEES OF THE CITY OF CLEARWATER EMPLOYEES' PENSION FUND and content: CITY OF CLEARWATER EMPLOYEES' PENSION FUND By: Charles D. Hyman Co. Its general partner Bria By: By: ia E. Gctudeua;'City Clerk G-oud ~~ '" BY:~" Qu ) O~~ Y hn P. Willoughby Page 5 of 5