INVESTMENT MANAGEMENT
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INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 14th day of October, 1991, by and between
the TRUSTEES OF THE CITY OF CLEARWATER EMPLOYEES' PENSION PLAN
(hereinafter referred to as the "Client") and SHIELDS ASSET
MANAGEMENT, INC. (hereinafter referred to as the "Investment
Manager") .
WITNESSETH;
WHEREAS the Client desires to grant the Investment Manager the
authority to manage Client's investment portfolio (hereinafter
referred to as the "Fund") upon the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements, the parties agree as follows:
section I
MANAGEMENT SERVICES
The Client appoints the Investment Manager as the Client's agent
and attorney-in-fact with full authority to buy, sell, and trade
in bonds and any other fixed income securities, for the Client's
account and in the Client's name; but the Investment Manager's
discretion shall be subject to the following restrictions:
1. Fixed income securities are restricted to:
a. Obligations of the United States Treasury and agencies
allied with or related to the United States Treasury.
b. Bonds and other evidences of indebtedness issued or
guaranteed by a corporation organized under the laws of
the United States, any state, or organized territory of
the United States or the District of Columbia or any
corporation international in character engaged in
international business and trade, provided the
corporation is listed on anyone or more of the
recognized national stock exchanges, and carries an AA
rating as established either by Standard & Poor's or
Moody's.
2. Not more than 5 percent of Fund asset value (at cost) may be
in the securities of anyone company without authorization
from the City Finance Director;
3. The Fund shall not own more than 1 percent of the securities
of any single company.
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within these restrictions, the Investment Manager is expected to
use his usual and customary approach to selecting investments as
described and represented to the Client during the manager
selection process. Any changes in the Investment Manager's
philosophy or approach to Investment selection must be disclosed
to and discussed with the Client prior to implementation. The
Client understands that the Investment Manager acts as advisor to
other clients and may give advice and take action with respect to
those clients which may differ from the advice given, or action
taken with respect to the Client.
Section II
PROCEDURE
All transactions authorized by this Agreement shall be carried out
through such Custodian(s) of the Fund as the Client shall appoint
in writing for such purpose, but the Investment Manager shall not
act as Custodian of the Fund.
The Client will instruct the Custodian to provide the Investment
Manager with such periodic reports concerning the status of the
account as the Investment Manager may reasonably request.
The Investment Manager shall have full and complete discretion to
establish brokerage accounts and execute transactions through one
or more securities broker/dealer firms as the Investment Manager
may select.
section III
APPRAISAL OF ACCOUNT
The Investment Manager will provide the Client with an appraisal
of the Account from time to time as the parties shall agree upon.
Such appraisal shall be in the form of a written summary of assets
of the Account on the Appraisal Date. Securities traded on a
national securities exchange shall be valued at the last reported
closing prices on such exchange. Securities traded over the
counter will be valued at the last known bid price. Other
securi ties and all other assets will be valued at fair market
value.
section IV
FEES
The Investment Manager shall be paid quarterly, in arrears, at the
following annual rates:
0.40% of all assets up to $25 million
0.35% of all assets in excess of $25 million
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In no event shall the fee calculated hereunder exceed the
Investment Manager's then current published fees.
If this agreement shall commence or terminate between regular
quarterly valuation dates, a pro rata adjustment shall be made with
respect to the fee for such quarter.
section V
AMENDMENT AND TERMINATION
At any time and from time to time, this Agreement may be amended
in whole or in part by written instrument executed by the parties
hereto.
Either party to this Agreement may terminate the Agreement upon
giving the other party written notice of such termination at least
ten (10) days prior to the effective date. In the event of
termination, the Investment Manager shall render to the Client a
final accounting of its transactions after the effective date of
the termination. The termination of this Agreement shall not
affect or preclude the consummation of any transactions which were
initiated by the Investment Manager prior to such termination. No
assignment (as that term is defined in the Investment Advisers Act
of 1940) of this Agreement may be made without written consent of
both parties.
Section VI
FIDUCIARY AND OTHER RESPONSIBILITIES
The Investment Manager shall carry out its duties with the care,
skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. Anything to the
contrary herein notwithstanding, nothing herein shall be construed
so as to deprive the Client of any right it may have, nor relieve
the Investment Manager of any liability it may incur, under the
Investment Advisers Act of 1940 or under any other applicable
federal or state laws.
section VII
REPRESENTATIONS
Client represents that the employment of Shields Asset Management,
Inc. as the Investment Manager, is authorized by and has been
accomplished in accordance with, its City Charter, and other
applicable state and local laws. Client acknowledges receipt of
Investment Manager's Form ADV, Part II prior to the date of
execution of this contract.
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Robert M. Ohanesian and John R. Larkin will represent the
Investment Manager in all dealings with the Client. In the event
that either of these individuals becomes unavailable to the Client
for any reason, the Client may terminate the Agreement immediately
in accordance with section V hereof.
The Finance Director and other members of the City's Investment
Committee will represent the Client in all dealings with the
Investment Manager. It will be the responsibility of the Finance
Director to communicate and coordinate with the City Commission
acting as the Trustees of the Pension Plan.
Section VIII
APPLICABLE LAW
This Agreement shall be governed by the applicable laws of the
United States, the state of Florida, and the Charter and Code of
Ordinances of the City of Clearwater.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals this 14th day of October, 1991.
Approved as to
Form and Correctness:
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witnesses:
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of the City of Clearwater
sion Fund
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Richard A. Fitzg d, Trustee
Le~~ustee
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SHIELDS
EMENT, INC.
By
Title:
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