Loading...
INVESTMENT MANAGEMENT AGREEMENT FOR FIDUCIARY - TAX EXEMPT ACCOUNTINVESTMENT MANAGEMENT FOR FIDUCIARY - TAX EXEMPT ��i MANNING & NAP ER. AGREEMENT ACCOUNT City of Clearwater Account Name FIDUCIARY ACCOUNT INFORMATION: ** The account is: Fiduciary - Tax Exempt Please specify an account type: Municipality Defined Benefit Pension ACCOUNT INFORMATION Steve Moskun Contact Person(s) Municipal Services Building 3rd Floor (East end) Physical Address — Street Address 1(required) 100 S. Myrtle Ave Physical Address — Street Address 2 Clearwater FL 33756 City State Zip PRIMARY CONTACT INFORMATION: Primary Social Security # / Tax 727-562-4532 Work Phone (required) Home Date of Birth (required) Mobile Phone .�� MANNING & NAP ER. steve.moskun@myclearwater.com . Fax Email Address City of Clearwater Cash and Investments Manager . Employer _ Occupation GENERAL ACCOUNT INFORMATION: 12 Fiscal Year-End of the Account Country of Domicile 30,000,000.00 Estimated Account Market Value FL State of Domicile (i.e. Legal Residence - required) ACCOUnt Tax ID #(Required if different than Primary Contact's Custodian Tax ID#) W. Greqory Holden Manning & Napier Advisors, LLC Account Representative Is the plan sponsor of this account a publiciy traded company? (if appiicabie) ❑ Yes � No Is the account holder a government entity? ❑ Yes ❑ No If yes, do any state, provincial or local investment restrictions apply? ❑ Yes ❑ No How did you hear about us? Accountant Attorney Consultant Financial Advisor Friend/ Relative Manning & Napier employee Manning & Napier website Newspaper or magazine article .�i MANNING & NAP ER. � Television � Other Please note: If you have any particular financial priorities, objectives, goals, needs or limitations not otherwise addressed in your account documents which might affect the manner in which your investments are to be managed, please notity your Account Representative immediately. '*Additional documentation may be required to open a Fiduciary Account. If this account is a corporation, partnership or other legal entity, the names of any persons authorized to transact business on behaif of the entity must be provided to the Investment Manager along with their signatures; in addition to formal .documents that may serve as entity identity verification (ex. Articles of Incorporation, Partnership Agreement, Business License, etc.). A sample form of a resolution is inGuded with this Agreement to indicate those parties authorized to transact business. (Please note: the certified copy of the Corporate Resolution may be mailed at a later date without delaying the staR of the Account). ��1 &NAPIE� INTENT OF THE PARTIES: Whereas Manning & Napier Advisors, LLC ("Investment Manager") located at 290 Woodcliff Drive, Fairport, New York 14450 is a registered investment adviser under the Investment Advisers Act of 1940; Whereas the Client wishes to engage the services of the Investment Manager as provided in the Investment Management Agreement between the Client and the Investment Manager below; NOW THEREFORE, the parties intend that the following Investment Management Agreement govern the relationships between them: INVESTMENT MANAGEMENT AGREEMENT: Appointment of Investment Manager The Client appoints the Investment Manager as Client's agent and attorney-in-fact, to manage assets of the Client which will be delivered to the Custodian for that purpose, together with the proceeds of investment and reinvestment, (hereinafter referred to as the "AccounY'), with full authority to invest and reinvest assets of the Account in securities or funds on behalf of the Client. In general, the role of investment manager includes, but is not limited to, the following: working with the Client to establish appropriate investment objectives for the portfolio; making asset allocation decisions within the portfolio in accordance with set objectives; making the day-to-day investment decisions for the portfolio; providing materials necessary for monitoring results in an accurate and relevant manner. Should the Client itself, or through a third party service provider, wish to perform services similar to, or impacting on, the Investment Manager's above listed responsibilities, the interests of the Account will be served by the Client notifying the Investment Manager in advance, to ensure consistency in the measurement and perFormance of the investment management process. The Client hereby appoints the Investment Manager as the Investment Manager with respect to those assets of said Retirement Plan placed under its management, together with the income therefrom (hereinafter referred to as the "Investment AccounY'). Investment Manager shall not take or have possession of the assets in the Investment Account. At no time shall any part of the corpus or income of the Investment Account be used or diverted for the purposes other than for the exclusive benefit of employees and their beneficiaries as provided in the Retirement Plan and for defraying reasonable expenses of administering the Retirement Plan, to the extent that such expenses are not borne by resources other than resources of the Retirement Plan. By execution of this Agreement, the Investment Manager acknowledges that it is a fiduciary of the Plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA") and Section 112.656, Florida Statutes, and that it is registered and meets all local state and federal laws required for the performance of its duties under this Agreement. The Investment Manager shall discharge its duties under this Agreement solely in the interests of the participants in the Retirement Plan and their beneficiaries and (i) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent investor 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; and (ii) in accordance with the provisions of this Agreement insofar as they are consistent with the provisions of the Retirement Plan, Investment Policy Statement and applicable laws, as the same may be amended from time to time. Investment Manager shall only have trades executed on a"best execution" basis within the meaning of ERISA Technical Release No. 86-1 (i.e. competitive commission cost as well as reliability and quality of the execution). Investment Manager agrees to cooperate with the Client in their establishment of and participation in any reasonable and lawful commission recapture program or other similar commission rebate program. Discretionary Authority The Client acknowledges and understands that: The Investment Manager is given a Limited Power of Attorney giving full and exclusive discretionary authority to invest and reinvest the assets in the Account, and, in that connection, to make determinations as to which securities are to be bought or sold, where the securities are to be bought or sold and the total amount of securities to be bought or sold for the Account, without obtaining the consent of or consulting with the Client, but consistent with Investment Objectives, asset'allocation guidelines, funding policy and method or Special {00041934.RTF;1 } � Instructions with respect to the Account as communicated to the Investment Manager by the Client. The term "securities" as used in this Agreement may include (but not by way of limitation): stocks, bonds, exchange- traded funds, mutual funds, currency hedging instruments such as forward currency contracts or options on currencies, securities traded on foreign exchanges, and any other instrument in the discretion of the Investment Manager are appropriate in connection with managing a portfolio that may contain both non-U.S. and U.S. holdings for the Client. It is understood that all or a portion of the Account may be held in cash or cash equivalents. Unless the Client elects to retain voting powers for the securities held in the Account (to so elect, the Client should notify the Investment Manager in writing), the Investment Manager shall have the power and authority to vote according to its sole discretion the proxies for all securities held in the Account including the right to revoke proxies given by the Client prior to the effective date of this Agreement. Without limiting the foregoing, the Investment Manager is hereby authorized to consent to, or request any action on the part of such corporation whose securities are held in the Account, and to participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions with respect to such stocks or other securities. The Investment Manager shall not be liable for any actions taken pursuant to the voting power and authority granted hereunder. The Investment Manager shall not have the right to transfer out of or deposit into the Account funds or securities unless such transaction is part of a purchase or sale of securities on ClienYs behalf, involves a clearly documented error, or involves an amount or adjustment determined by the Investment Manager to be payable from the Account pursuant to the terms of this Agreement. The Investment Manager shall not be liable for Client initiated transactions which are outside the authority granted by this Limited Power of Attorney. The Custodian for the Account is hereby authorized and empowered to follow the Investment Manager's instructions in every respect with regard to any such trades; purchases, or sales for the Account. It is further understood that the Custodian will not be liable for the actions or instructions from the Investment Manager, provided that the Custodian shall remain fully responsible for the safekeeping of assets in the Account and for complying with legal requirements applicable to such safekeeping. Any uninvested cash will be swept into a money;market fund offered by the AccounYs Custodian, which fund has associated with it certain advisory fees and other costs. Commencement of Services The Investment Manager will assume no resporlsibilities under this Agreement or the Investment Advisers Act of 1940, and no fees shall be due, until the "Commencement Date" has been reached. The Commencement Date is deemed to be reached when the assets comprising the Account (or a substantial enough portion of the assets comprising the Account as determined at the discretion of the Investment Manager) are ready to trade in the sole discretion of the Investment Manager. The Commencement Date shall not be deemed to have been triggered if the Custodian sweeps cash from the Account in order to generate interest for the Account, or if the Investment Manager liquidates securities transferred into the Account by the Client, or if the Investment Manager issues instructions for isolated trades due to circumstances unrelated to or which precede its general discretionary management of the Account or which result from the specific direction of the Client. Securities transferred into the Account may, in the sole discretion of the Investment Manager, be liquidated prior to the Commencement Date. The Investment Manager shall not, under any circumstances, be liable for opportunity cost or any loss which results from a reduction in the value of the assets in the Account prior to the Commencement Date. Fees The client will pay management fees to the Investment Manager as listed on Schedule A to this Agreement. Certain securities purchased, including mutual funds and exchange-trade funds, shall also charge expenses as reflected in the net asset value of the units or shares purchased. Termination This Agreement shall remain in full force and effect until terminated by either of the parties hereto. Either party may terminate this Agreement with or without cause. Client may terminate this Agreement immediately upon giving written notice to Investment Manager. Termination by the Investment Manager shall occur upon { 00041934.RTF;1 } at least thirty (30) days written notice; and in such event, the Investment Manager shall be paid through the date of termination. Upon receipt of such notice of termination, the Investment Manager shall, to the extent practicable, liquidate all securities in the Account in a timely manner by reducing the Client's holdings to cash or cash equivalents unless the Client specifically instructs the Investment Manager to do otherwise in the notice of termination. If the Client grants the Investment Manager author.ity to invest in shares of investment companies (the "Sector Funds") for which the Investment Manager acts as investment advisor in the portfolio, those funds will be liquidated in a timely manner. The Sector Funds cannot be transferred in-kind should the Investment Manager's services be terminated. The Client has a right to terminate this Agreement without penalty within 5 business days after the date of execution of this Agreement; provided, however, that any investment action taken by Investment Manager with respect to the Account prior to the effective date of such termination shall be at ClienYs risk. Representations of the Client The Client represents and warrants that in entering into this Agreement, he/she has relied only upon representations and data which have been provided in written materials of the Investment Manager. The Client further represents and warrants that he/she has reached the age of 21 years and is of sound mind and has not been adjudicated incompetent. If the Client is a corporation, foundation, trust or other similar form of entity, the Client represents that the person executing this Agreement is authorized to do so and upon execution this Agreement constitutes an enforceable obligation of the Client. Account Investment Objectives The Investment Manager will manage the Account according to its understanding of the Client's investment objectives. The client will communicate any change in investment objectives to the Investment Manager in writing, provided, however, that no such change will be effective until the Investment Manager has determined if it is appropriate for the Client. It is the responsibility of the client to notify the Investment Manager in writing whenever there has been any significant change in the ClienYs financial needs, goals or status and to provide whatever financial data or documentation is requested by the Investment Manager in a timely manner. The Investment Manager, will be allowed a reasonable time period to come into compliance with changes in investment objectives so that prevailing market conditions can be considered. The primary objective of the portfolio is to seek as high a level of total return that is consistent with prudent risk through investments in a diversified portfolio of marketable equity securities. The Investment Manager agrees to observe the Pension Plan for the Fund and the investment policy as set forth by the Client in Schedule B. In the event that the Investment Manager should purchase any security in violation of the investment policy of the Client, and as a result of any sale thereof realizes a loss as measured by the initial purchase price of the security, the Inves#ment Manager shall make the Client whole for any such losses. Additionally, the decision to continue to hold or dispose of an asset subsequent to its purchase that no longer meets the investment policy standards shall be made in accordance with the Client's investment policy. Use of Recording Devices In order to protect the interests of all parties, the Investment Manager is authorized in its sole discretion to record any telephone or other communications relating in any way to the Account. Disclaimers The Investment Manager will not be responsible for and is hereby released from any loss or damages in any form resulting directly or indirectly from the failure of the Client to fulfill any of his/her responsibilities under this Agreement or to provide the Investment Manager with complete, accurate, and truthful data as required in this Agreement or as otherwise requested by' the Investment Manager. The disclaimers or limitations of liability of the Investment Manager in this Disclaimers Section and elsewhere in this Investment Management Agreement (including the last sentences of the following Sections: Discretionary Authority (subsection: voting {00041934.RTF;1 } power and authority), Commencement of Services and Acknowledgement) do not constitute a waiver of any right of the Client provided by the Advisers Act of 1940, any other federal and state securities laws, or ERISA if applicable, and the Client retains all such rights. ER/SA Representations and Warranties If the Client is a Qualified Retirement Plan (including a Keogh Plan) as defined in the Employee Retirement Income Security Act of 1974 ("ERISA"): (A) the Client represents and warrants that the person signing for the Client is a named fiduciary under the qualified plan with authority to appoint an investment manager for the assets of the qualified plan in accordance with the provisions of the qualified plan and Section 402(c)(3) of ERISA, that the qualified plan permits investments of the type to be made pursuant to the Investment Management Agreement and the Investment Objectives, and that any Special Instructions provided by the Client to the Investment Manager are consistent with the plan documents and funding and benefit requirements of the plan and the beneficiaries; (B) the Client shall provide the Investment Manager with a copy of any portion of the Qualified Retirement Plan documents which limit or tend to limit in any way the Investment Manager's discretion over management of the Account; (C) the Investment Manager represents and warrants that it is, and at all times during the term of this Agreement shall be, an investment manager as that term is defined in Section 3(38) of ERISA; (D) the Investment Manager acknowledges that,it is a fiduciary with respect to the Plan. (E) if applicable, the Investment Manager, upon request, will provide Client with any information that may be necessary for the preparation of the annual Form 5500, including disclosure of compensation (direct or indirect)." Disclosure The Investment Manager agrees to disclose, in writing to Client within ten (10) business days, if the Investment Manager becomes the subject of an investigation by the Securities and Exchange Commission for alleged breach of federal securities laws; any 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 Investment Manager is named as the defendant in any civil action alleging fraud, negligence or breach of fiduciary responsibility. Insurance The Investment Manager acknowledges that it has and shall maintain errors and omissions coverage in the amount of $5,000,000.00. Attached hereto as Schedule C is a copy of the Investment Manager's current certificate of insurance. The Investment Manager agrees to immediately notify the Client, in writing, in the event of any change in its policy and to immediately notify the Client if said coverage is terminated, cancelled or discontinued, in whole or in part. Miscellaneous No assignment of this Agreement shall be made without the written consent of both parties. Any notice or service of process to be given hereunder shall be sufficient if in writing and addressed to the parties at their last known address or place of business. This'Agreement shall be governed by the laws of the State of Florida (without regard to any principles of conflicts of laws) and applicable federal laws and regulations; and is binding upon the parties hereto and their: respective executors, administrators, heirs and successors in interest. The site of jurisdiction and venue for any court proceeding will be Pinellas County, Florida. The prevailing party shall be entitled to attorney. fees. Neither party shall, except as required by law, governmental order, or in the preparation for, or in the conduct of, litigation or arbitration, disclose to any third party the fact of litigation or arbitration, or any of the allegations of the parties relating thereto. This Agreement may not be amended or modified in any way except by a subsequent written agreement executed by the parties. In the case of joint Account, each owner must subscribe to this Agreement. The Investment Manager is expressly authorized, in its sole discretion, to rely and to act upon the instructions of a single joint owner; unless and until written instructions to the contrary, signed by each such joint owner, are received by the Investment Manager. If any term, covenant, condition or provision of this Agreement shall be construed to be illegal, invalid or unenforceable, the remainder of this Agreement shall be unaffected and shall remain in full force and effect. {00041934.RTF;1 } 4 Client Signature: I hereby agree to the Investment Management Agreement as set forth above. BOARD OF TRUSTEES OF THE EMPLOYEES' PENSION PLAN OF THE CITY OF CLEARWATER, FLORIDA By: — q w'1 egCf tkt 5 George.N. Cretekos Chairperson .0 RL�FT 3ension as form- Attest: yF� A. ufman Rosemarie Call $ _ Atto City Clerk Investment Management Signature: The Investment Manager hereby accepts its appointment as the Client's Investment Manager Manning & Napier Advisors, LLC Title Date Michelle Thomas Corporate Secretary (00041934.RTF;1)