DISCRETIONAL INVESTMENT ADVISORY
SIR.ClI CAPITAL MANAGEMENT, IN1'
I'..EGISTERED INVESTMENT ADVISORS"
DISCRETIONARY INVESTMENT-ADVISORY AGREEMENT
CITY OF CLEARWATER
(Client)
The undersigned ("Client") employs Sirach Capital Management, Inc. ("Advisor") as investment
manager for the Account, and Advisor agrees to serve in that capacity, on the following terms and
conditions:
1.: AUTHORITY - Advisor shall have full power to supervise and direct the investment of the
Account, making and implementing investment decisions, alL without prior consultation with
Client, in accordance with such objectives as Client may, from time to time, have furnished
Advisor in writing, and subject only to such written limitations as, Client may impose.
2. QJ,J.STODY - Client will appoint a custodian to take and have possession of the assets of the
Account. Advisor shall not be the custodian.
3. BROKERAGE - Advisor may place orders for the execution of transactions with or through "
such brokers, dealers, or banks as Advisormay select and, complying with Section 28(e) of the
Securities Exchange Act. of 1934, may pay a commission on transactions in excess of the
amount of commission another broker or dealer would have charged.
4. REPORTS TO CLIENT - Advisor will send Client an inventory of the investments of the
Account as soon as reasonably possible after -the end ,oCeach quarterly period. Copies of
confirmations of transactions executed will be sent promptly to Custodian. Advisor doer. not
assume responsibility for the accuracy of information furnished. by . Client or any.., other party. '
5. YOI1NG OF. PORTFOLIO SECURITIES - If the Account is subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA;;), decisions on voting of
proxies wilt be made, by Advisor unless specifically reserved to the trustee of Ciicnt; s Account
or a named fiduciary of Client's ,Account. Similarly, if the Account is a discretionary non-
. Erisa Account, decisions on voting of proxies will be made by Advisor unless Client otherwise
specifically directs.
6. r.QNFIDENTIAL RELATIONSHIP - All information and advice furnished by either party to
the other shall be treated as confidential and shall not be disclosed to third parties except as
required. by law.
7. NON-EXCLUSIVE CONTRACT - Advisor acts as advisor to other clients and may give
advice, and take action, with respect to.any of those which may differ from the advice"given,
or the timing or nature of action taken, with respect to the Account. Advisor. shall have no
obligation to purchase or sell for the Account, any security which Advisor, its principals,
affiliates or employees may purchase or sell for themselves or for any other clients.
Client recognizes that transactions in a specific security may not be accomplished for all client.
accounts at the same time or at the same price.
3323 ONE UNION SQUARE - SEATTLE, WASHINGTON 9810 1
(206) 624-3800 - FAX (206) 626-0330
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8. AGREEMENT NOT ASSIGNABLE - No assignment (as that term is defined in the Investment
Advisors Act of 1940) of this agreement may be made by Advisor without written consent of
Client.
9. TERMINATION - This agreement may be terminated at any time upon 45 days prior written
notice by either party. Fees will be prorated and portfolio assets priced as of the effective date
of termination with unearned refunds or additional payments, as the 'case may be, computed to
such date.
10. REPRESENTATIONS - Advisor represents that it is registered as an investment advisor under
the Investment Advisors Act of 1940, and that such registration is currently effective. If the
Account is subject to ERISA, Advisor acknowledges that it is a "fiduciary" (as that term is
defined by ERISA) with respect to the Account.
Client represents that employment of Advisor, including the right to make decisions with
respect to the voting of proxies, if granted, is authorized by, has been accomplished in
accordance with, and does not violate, the documents governing the Account. Client will
furnish Advisor with true copies of all governing documents. If the Account is subject to
ERISA: (i) Client acknowledges that, if the Account is discretionary, Advisor is a "named
fiduciary" with respect to the control or management of the assets of the Account; and (ii)
Client agrees to obtain and maintain a bond, satisfying the requirements of Section 412 of
ERISA, and to include Advisor, and its agents, among those insured under that bond.
11. COMMUNICATIONS - Instructions with respect to securities transactions may be given orally
and, where deemed necessary, may be confirmed in writing as soon as practicable.
Notices required to be given under this Agreement shall be sufficient if delivered personally or
mailed by certified mail to the party at the address herein set forth, and as to the Custodian at
such address as it may specify to Advisor in writing from time to time or at such other address
as a party to receive notice may specify in a notice given in accordance with this provision.
Any such notice mailed to such address shall be effective 72 hours after it has been deposited
in the United States Mail, duly addressed and postage fully prepaid thereon. Advisor may rely
on any notice from any person reasonably believed to be genuine and authorized.
12. FEES - Advisor's compensation for services shall be calculated and paid in accordance with
the attached Schedule of Fees. That Schedule of Fees shall be applied by Advisor to the fair
market value of the assets of the Account as reasonably determined by Advisor on the last
business day of each period as specified in the schedule. .
13. DISCLOSURE STATEMENT - Client acknowledges by its signature below the receipt of
Advisor's Disclosure Statement as required by Rule 204-3 of the Investment Advisors Act of
1940. In the event such Advisor's Disclosure Statement was received less than 48 hours
before the time of execution of this Agreement, Client shall have the option to terminate this
Agreement without penalty within five (5) business days after the date of execution; provided,
however, that any investment action taken by Advisor with respect to the account prior to the
effective date of such termination shall be at Client's risk.
14. ENTIRE AGREEMENT; GOVERNING LAW - This agreement constitutes the entire
agreement of the parties with respect to management of the Account and may be amended only
by written document signed by the parties. It shall be governed by the law of the State of
Florida. The laws of the state of Florida shall govern the agreement of the parties to the extent
not pre-empted by ERISA.
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CITY OF CLEARWATER, FLORIDA
Countersigned:
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Rita arvey' ,
Mayor-Commissioner
BY:
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Michael 1. Roberto
City Manager
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Approved as to for~~ .-/
John Carassas
Assistant City Attorney
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ANNUAL FEE SCHEDULE
Fixed Income Account
.0030 on first $25,000,000
.0025 on next $25,000,000
.0020 on balance
(Does not include custody services)
Fees paid to Sirach Capital Management, Inc. are computed on the portfolio assets as priced on the
final business day of the quarter, and are payable in arrears at the completion of each calendar
quarter. Except as herein provided, Advisor shall not be compensated on the basis of a share of
capital gains upon, or capital appreciation of, Client's Account.
ACCEPTANCE OF FEE AGREEMENT:
This fee shall remain in effect until such time as a new fee schedule is approved by each party.
FOR: CITY OF CLEARWATER
(Client)
BY:
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City Manager
(Title)
(Name)
(Date)
FOR: SIRACH CAPITAL MANAGEMENT, INC.
BY:
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raIg. tze, rmetpa
Date