INVESTMENT MANAGEMENT AGREEMENT (7)THOMPSON, SIEGEL & WALMSLEY LLC
INVESTMENT MANAGEMENT AGREEMENT
This Investment Management Agreement (this "Agreement ") is made this hi day of J ,
20 15- (the "Effective Date ") by and between Thompson, Siegel & Walmsley LLC (the "Adviser ") and City of
Clearwater Employees' Pension Fund ( "Client "), on the following terms and conditions:
1. Management Authority: Client hereby appoints the Adviser and the Adviser hereby accepts
such appointment as an "investment manager," as defined in the Employee Retirement Income Security Act of
1974, as amended ( "ERISA "), with respect to Client's assets as from time to time are designated by Client (the
"Account "). Client hereby grants the Adviser full power and authority to supervise and direct the investment
and reinvestment of the Account in any and all cash, securities, assets and other investments, and to make and
implement investment decisions, all without prior consultation with Client, in accordance with such
objectives, guidelines and/or restrictions ( "Guidelines ") as are attached hereto as Exhibit A. In connection
therewith, Adviser may execute or cause to be executed on behalf of or in the name of Client any and all
necessary documents, and Client hereby grants the Adviser a power of attorney in connection with the
foregoing. Adviser may direct the Custodian (as defined below) at the expense of the Account to make such
purchases and sales of securities or other property, or part interests therein, as Adviser determines to be
appropriate for the Account. The Investment Manager shall have no authority with respect to, or responsibility
for, any assets of Client other than those assets in the Account.
2. Designation of Custodian: Client will designate a broker, bank, or trust company or other
person to act as trustee or custodian (the "Custodian") of the securities and cash constituting the assets of the
Account. The Custodian shall be a "qualified custodian," as defined by Rule 206(4) -2 under the Investment
Advisers Act of 1940, as amended ( "Advisers Act "). Client agrees to notify the Adviser, in writing, of any
material changes with respect to the qualified custodian, to provide the Adviser with reasonable prior notice of
any intention to appoint a successor custodian and to ensure that any such successor custodian is also a
"qualified custodian." The Adviser will at no time have title, custody or physical control of the cash and assets
in the Account, and under no circumstances shall the Adviser be held responsible for or assume any liability
with respect to Client's custody arrangements or the acts, omissions or conduct of any custodian. Client will
instruct the Custodian to provide the Adviser with copies of any periodic account statements with respect to
the Account no less frequently than quarterly, as well as such other periodic reports concerning the status of
the Account as the Adviser may reasonably request. Account statements shall include the amounts of each
security and all funds in the Account at the end of the applicable period and all transactions in the Account
during that period.
The Account shall consist of such cash, securities, assets and other investments Client shall, from time
to time, place under the supervision and management of the Adviser or which shall become part of the
Account as a result of transactions therein or otherwise. Additional securities or cash may be transferred to the
Custodian by Client as part of the Account at any time. Subject to any outstanding obligations with regard to
transactions for the Account, securities or cash may be withdrawn from the account by Client at any time.
Client agrees to advise Adviser contemporaneously of all such deposits with the Custodian, endeavors to
provide five (5) business days notices of all such orders of withdrawal and to instruct the Custodian to confirm
all such transactions. Except as otherwise instructed by Client, dividends, interest or other income earned by
the Account will be retained in the Account for management by the Adviser.
If the Adviser inadvertently receives funds or securities from Client, it will immediately return the
funds /securities to Client and instruct Client to forward the funds /securities directly to the Custodian.
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3. Brokerage: In carrying out its duties, the Adviser is authorized to effect transactions for the
Account through such brokers, banks, dealers and other persons as the Adviser may select. The Adviser shall
use its best efforts to obtain best execution of trades for Client, taking into account customary practices in
prevailing markets for the particular types of investments being traded and the full range, quality and reliability
of brokerage services, as well as commission rates and the value of research and investment information
provided by the brokers or dealers, and any other relevant factors.
Client acknowledges that the Adviser may agree to commissions that are higher than those that might
be negotiated otherwise in consideration of research services that may benefit the Adviser's clients generally,
in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended.
Upon Client's written request, and upon acceptance of such request by the Adviser, the Adviser will
direct orders for the purchase and sale of securities, assets and other investments in the Account to such
brokers and dealers as Client may request. To the extent that Client has directed the Adviser to use the
services of a particular broker or dealer, Client understands that Client may not receive the best execution or
the best net price for transactions placed with such broker - dealer. Client acknowledges that Client may forego
any benefit from savings on execution costs that the Adviser may obtain for its other clients through, for
example, negotiating volume discounts on batched or bunched orders. Accordingly, Client understands that
Client's decision to direct the Adviser to use the services of a particular broker or dealer may result in less
favorable execution of Client's trades than might be the case if the Adviser were empowered to select brokers
or dealers. Client further acknowledges that in no event will the Adviser be obligated to effect or place an
order for Client which the Adviser believes would violate any applicable law, rule or regulation.
4. Aggregation of Trades: In its discretion, Adviser may aggregate purchase or sale orders for the
Account with purchase or sale orders for the same security for other clients' accounts and allocate the
aggregate amount among accounts in a manner that is no less favorable to the Account than to other clients of
Adviser where such aggregation is likely to result generally in a more favorable net result for its clients.
However, the Adviser is under no obligation to aggregate orders.
Where, because of prevailing market conditions, it is not possible to obtain the same price or time of
execution for all securities purchased or sold for client accounts, the Adviser will allocate the securities in
accordance with the Adviser's order allocation procedures.
5. Reports; 5500 Reporting: The Adviser will make regular quarterly and annual reports to Client
on the status of the Account, including a list of cash, securities, assets and other investments held in the
Account. The Adviser will also provide special reports promptly at other times upon Client's reasonable
request. The Adviser will notify the Custodian promptly of all trades. The Adviser does not assume
responsibility for the accuracy of information furnished by Client, the Custodian or any other third party.
The Adviser agrees to provide such information to Client as Client reasonably requests in order to
assist with Client's Form 5500 reporting.
6. Voting of Portfolio Securities: (Please initial only one as applicable)
Please Initial Here: [ ] Client reserves the right to vote proxies for securities held in the
Account. The Adviser is expressly precluded from exercising (or rendering advice with respect to) voting
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rights attaching to securities held in the Account. Client represents that this reservation of voting rights is
duly authorized and is consistent with ERISA.
nt-
Please Initial Here: [ �� ] Until otherwise directed by Client, the Adviser will vote proxies for
securities held in the Account in accordance with the Adviser's proxy voting policies and procedures. Client
represents that such delegation of voting rights is duly authorized and is consistent with ERISA and applicable
plan documents. Client agrees to instruct the Custodian to forward all proxy materials and related shareholder
communications to the Adviser promptly upon receipt. The Adviser shall not be liable with regard to the
voting of proxies if the Adviser does not receive the proxy materials and related communications in a timely
manner. Client acknowledges that Adviser uses a proxy voting service.
The Adviser's Proxy Policy is found in the Adviser's Form ADV Part 2A.
7. Lawsuits: Client is solely responsible for all lawsuits involving the Account or securities
presently or formerly held in the Account. The Adviser is not required to take any action with respect to
lawsuits involving securities presently or formerly held in the Account, or the issuers thereof, including class
actions and actions involving bankruptcy. In the case of notices of class action suits involving issuers held in
the Account, the Adviser shall promptly forward such notices to Client and may provide information about the
Account to third parties for purposes of participating in any settlements. The Adviser has no duty to represent
Client or act on Client's behalf in legal actions, file class action settlement claims or monitor class action
proceedings.
8. Non - Exclusive Contract: The Adviser renders investment advisory services for clients and
customers other than the Account. Transactions in a specific security may not be accomplished for all client
accounts at the same time or at the same price. Nothing in this Agreement shall be deemed to impose upon the
Adviser any obligation to purchase or sell or to recommend for purchase or sale by or for the Account any
security or other property that the officers or employees of the Adviser may purchase or sell for their own
accounts or that the Adviser may purchase or sell for the Account of any other client.
9. Management Fees; Expenses: Client will pay the Adviser an investment management fee for
Adviser' s investment management services, as set forth in the fee schedule attached hereto as Schedule A.
The investment management fee will be a percentage of the market value of all cash, securities, assets and
other investments in the Account on the last trading day of each calendar quarter. In any partial calendar
quarter, the investment management fee will be pro -rated based on the number of days that the Account was
open during the quarter.
Account assets may be invested in iShares and ETF's. For the avoidance of doubt, these assets will be
included in calculating the value of the Account for purposes of computing the Adviser's investment
management fee and the same assets may also be subject to additional advisory and other fees and expenses, as
set forth in the prospectuses of those funds, paid by the funds but ultimately borne by the investor.
Client elects to pay the Adviser for its services as follows (please initial only one as applicable):
Please Initial Here: [ ] Client authorizes the Custodian to deduct from Client's Account and
pay to the Adviser on the submission of an invoice the investment management fee for each calendar
year quarter. The Adviser will send to Client a quarterly statement showing the amount of the
investment management fees due, the Account value on which the investment management fee is based
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and how the investment management fee was calculated. Client is responsible for verifying investment
management fee computations.
Please Initial Here: [ AA ] Investment management fees will be billed directly to Client (and not
deducted from Client's Account), and Client agrees to pay all investment management fees within 30
days of Client's receipt of an invoice from the Adviser. (/'4"v
■ All brokerage and other transactional expenses of the Account shall be paid by the Client and charged
to the Account as incurred. Client shall be solely responsible for all custodial costs of the Account.
10. Binding Effect; Assignment: This Agreement may not be assigned (as defined in the Advisers
Act) without the prior written consent of Client and Adviser. Any permitted assignment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.
11. Termination: This Agreement may be terminated by either party on thirty (30) days' written
notice. Investment management fees of the Adviser shall be prorated as of the effective date of termination.
Prior to the effective date of such termination, Client shall provide the Adviser with written instructions as to
the liquidation or settlement of the Account. The Adviser retains the right to settle any transactions executed
but not settled as of the termination date and to retain amounts in the Account to effect the completion of such
transactions. Sections 11, 12, 14, 16 and 18 of this Agreement shall survive termination.
12. Confidentiality: 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 or regulation.
Notwithstanding the foregoing, Adviser may include Client's name in a list of clients, either in marketing
materials or in response to a specific inquiry about Adviser's clients, provided, however, that the client list
shall not indicate that Client endorses Adviser.
The Adviser may contract with unaffiliated third -party vendors in connection with the operations of the
Adviser's business. The Adviser will provide these vendors with only the information necessary to carry out
the vendors' assigned responsibilities as determined by the Adviser and will maintain confidentiality
agreements with these vendors.
13. Representations: Each party represents and warrants that: (i) it is duly authorized and
empowered to enter into and perform this Agreement, and this Agreement will binding upon such party in
accordance with its terms; and (ii) the terms of this Agreement do not violate any obligation by which such
party is bound, whether arising by contract, operation of law, or otherwise.
The Adviser further represents and warrants that: (i) it is registered as an investment adviser under the
Advisers Act and will maintain such registration during the term of this Agreement; (ii) it is a "qualified
professional asset manager" under U.S. Department of Labor prohibited transaction class exemption 84 -14 and
will maintain such status during the term of this Agreement; and (iii) it is a "fiduciary" (as that term is defined
by ERISA) with respect to the Account (but not with respect to any other assets of Client).
Client further represents and warrants that: (i) retention of Adviser and delegation of the authorities
contained herein is authorized by, has been accomplished in accordance with, and does not violate, plan
documents applicable to Client; (ii) Client is a "named fiduciary" (as defined in ERISA) and has the authority
to appoint investment managers with respect to the Account; (iii) Client is and shall remain responsible for
determining an appropriate overall diversification policy for the assets of the plan; (iv) to the extent that the
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assets in the Account may be held at non -U.S. locations, Client shall direct the Custodian to comply with
Section 404(b) of ERISA and the regulations thereunder with respect to the maintenance of the indicia of
ownership of such assets, and Adviser shall have no responsibility with respect thereto; (v) Client has
appointed no other investment adviser with respect to the assets in the Account; and (vi) Client agrees to
obtain and maintain a bond, satisfying the requirements of Section 412 of ERISA, and to include the Adviser
and its agents among those insured under that bond.
Client will disclose to Adviser all restrictions on or prohibitions against acquiring or holding any
securities, including but not limited to employer securities, with assets of the Account. Further, Client
represents that Client has completely and accurately completed Exhibit B attached hereto, and agrees to notify
the Adviser promptly of any change in the information provided on Exhibit B. Client agrees that the Adviser
shall be fully protected in relying on the information in Exhibit B with no duty of further inquiry.
Each party agrees to promptly notify the other in writing of any changes that would cause any of the
representations above to cease to be true. Client acknowledges that Adviser may rely on the representations
provided above when providing the services to Client contemplated by this Agreement.
14. Standard of Care and Limitation of Liability. The Adviser shall discharge its duties under this
Agreement with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims ( "standard of care "). The standard of care set forth in the foregoing sentence
constitutes the sole standard of care imposed upon the Adviser by this Agreement.
Certain federal and state securities laws impose liabilities under certain circumstances on persons who
act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights
that Client may have under any such securities laws and that cannot be modified in advance by contract.
Without limiting the generality of the foregoing, the Adviser shall not be liable for: (i) any losses to
Client resulting from the disposition of any investments that were made by a predecessor investment manager
or by any other person authorized to invest Client's assets, or for the retention thereof if the Adviser is unable
to dispose of such investment or property because of any federal or state securities laws or restrictions, or its
unmarketable or illiquid nature, or if an orderly liquidation is difficult under prevailing conditions; (ii) any loss
arising from the Adviser' s adherence to or compliance with the Guidelines or Client's Instructions (as defined
below); (iii) any act or failure to act by the Custodian, by any broker or dealer to which the Adviser directs
transactions for the Account or by any other unaffiliated third party; or (iv) consequential, incidental, special or
punitive damages. In addition, the Adviser shall not be liable with respect to its services hereunder except for
any loss attributable to the Adviser's negligence, malfeasance, bad faith, or a violation of Adviser' s fiduciary
responsibilities with respect to the Account under Part 4 of Title I of ERISA.
15. No Representations Regarding Performance. Client has carefully reviewed this Agreement, and
any exhibits attached hereto, and fully understands the services to be provided hereunder and the associated
risks, including, without limitation the risks associated with volatility of investments which may be selected
for the Account and the potential for loss associated therewith. Client represents and warrants that it is able to
bear the risk of any such loss. Adviser does not make any representations or warranties, express or implied,
that any level of performance or investment results will be achieved by the Account or that the Account will
perform comparably with any standard or index, including other clients of the Adviser.
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16. Communications: Client instructions, directions and communications with respect to the
Account and securities transactions for the Account (collectively, the "Instructions ") must be given in writing.
Notices required to be given under this Agreement shall be sent by mail (electronic or physical
delivery) and shall be deemed given when received at the address specified below, and, as to the Custodian, at
such address as it may specify to the Adviser in writing, or at such other address as a party to receive notice
may specify in a notice given in accordance with this provision. The Adviser may rely on any notice from any
person reasonably believed to be genuine and authorized.
To Adviser:
Thompson, Siegel & Walmsley LLC
6806 Paragon Place, Suite 300
P.O. Box 6883
Richmond, VA 23230
To Client:
C,-/7 Df Cleq� `fPr
n .' Fivyanc- 13 tJ`ea). -
rL' /e�vwa"�e% EL 33756
17. Disclosure Statement: Client acknowledges receipt of the Adviser's Form ADV Part 2A and
2B, as required by Rule 204 -3 under the Advisers Act, more than 48 hours prior to the date of Client's
execution of this Agreement.
18. Investigations and Complaints: To the extent permitted by applicable law, Adviser shall
promptly disclose to Client in writing any extraordinary investigation, examination, complaint, disciplinary
action or other proceeding (each a "Proceeding ") reasonably related to or materially affecting Adviser's ability
to perform its duties under this Agreement or involving any investment professional employed by Adviser who
has performed any service with respect to Client's account in the twenty -four (24) preceding months, which is
commenced by any of the following: (A) the Securities and Exchange Commission of the United States, (B)
the New York Stock Exchange, (C) the American Stock Exchange, (D) the National Association of Securities
Dealers, (E) any Attorney General or any regulatory agency of any state of the United States, (F) any U.S.
Government department or agency, or (G) any governmental agency regulating securities of any country in
which Adviser is doing business; provided, however, that with respect to a Proceeding involving an investment
professional employed by Advisor, the underlying subject matter of such Proceeding must directly relate to
securities laws and regulations. Except as otherwise required by law, Client shall maintain the confidentiality
of all such information (including refraining from trading in any security based on such information) until the
investigating entity makes the information public.
19. Insurance: Adviser presently has in effect, and will maintain during the term of this Agreement,
fiduciary liability insurance in an amount at least equal to the greater of $10,000,000 or the maximum
currently provided by Adviser to any other client, which provides coverage with respect to any loss resulting
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from a breach of its fiduciary duties and including coverage in the event of recourse against it by, or on behalf
of, its clients. Adviser, at the time of execution of this agreement and annually thereafter and, in addition
thereto, upon written request of BOARD, shall deliver to Client certificates of insurance evidencing the
foregoing coverages. Adviser shall notify Client in writing of any reduction, cancellation or substantial change
of policy or policies as soon as possible, but no later than at least thirty (30) DAYS prior to the effective date
of said action. Adviser shall name Client as an additional insured on the aforesaid professional liability
insurance policy and furnish Client evidence of such designation of Client as a certificate holder. Adviser's
insurance shall be primary and Client's insurance, if any, and responsibility shall be secondary.
20. Entire Agreement; Amendment; Governing Law; Severability: This Agreement, and the
schedules and exhibits hereto, constitutes the entire agreement of the parties with respect to management of the
Account and can be amended or waived only by a written document signed by the parties. Notwithstanding
the foregoing, Client may amend the Guidelines contained as Exhibit A and any Instructions only by written
notice to the Adviser; provided that any such amendment of the Guidelines or Instructions shall become
effective only upon the Adviser's written acknowledgement of its receipt of such written amendment to those
documents.
This Agreement shall be governed by and construed in accordance with the laws of Florida, without
regard to its conflict of laws provisions, except to the extent superseded by ERISA. Jurisdiction and venue for
any disputes shall be in the Courts of Pinellas County, Florida.
In the event that any court having competent jurisdiction shall determine that one or more of the
provisions contained in this Agreement shall be unenforceable in any respect, then such provision shall be
deemed limited and restricted to the extent that such court shall deem it to be enforceable, and as so limited or
restricted shall remain in full force and effect. In the event that any such provision shall be deemed wholly
unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement may be executed in several counterparts, each of which shall be an original, but all of
which shall constitute one and the same instrument.
1N WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
THOMPSON, SIEGEL & WALMSLEY LLC
By:
Print Name: J. SHELTON HOR LEY IV, CFA
Title: DIRECTOR OF INSTITUTIONAL CLIENT SERVICE
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CLIENT: CITY OF CLEARWATER EMPLOYEES' PENSION FUND
By: OPa w See. aflc [fwd Sl ' n ire P
Print Name: GEORGE N. CRETEKOS
Title: Chairperson
Board of Trustees of the Employees'
Pension Fund of the City of Clearwater
Client Tax ID #: -s9 - C 000
THOMPSON, SIEGEL & WALMSLEY LLC INVESTMENT MANAGEMENT AGREEMENT 2015
Approved as to form:
ar'hela K. Akin
City Attorney
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By:
Attest:
—C QOrIg nCtQ ,%S
George N. Cretekos
Chairperson
Rosemarie CaII
City Clerk
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Schedule A
Fee Schedule
Market Value of Portfolio Annual Rate*
First $25 Million 0.75%
Next $75 Million 0.65%
* Annual rate is calculated quarterly based on market value of portfolio as of the last trading day of
the quarter, and billed quarterly in arrears.
Schedule A
Exhibit A — International Large Cap
Investment Guidelines
Investment Guidelines
The following investment guidelines and restrictions shall be applicable to the Account:
• Under normal circumstances, the Adviser seeks to achieve the Account' s investment
objective by investing primarily in equity securities of non -US issuers representing at
least three countries other than the United States.
• Generally, the Account will invest primarily in common stocks of companies listed on
foreign securities exchanges, but it may also invest in depositary receipts including
ADRs, GDRs and EDRs. Exchange- traded funds or similar investment vehicles
representing broad equity exposures may be used on a temporary basis to accommodate
large contributions or withdrawals.
• Although the Account will emphasize larger, more seasoned or established companies, it
may invest in companies of varying size as measured by assets, sales or market
capitalization. It is intended that no more than 5% of the Account shall be invested in the
equity of a single corporation. The Account will invest primarily in securities of
companies domiciled in developed countries, but may invest up to 10% of the Account in
securities of companies in emerging markets. A constraint of +/- 10% (absolute) versus
the Morgan Stanley Capital International (MSCI) EAFE Index benchmark is applied
across the ten economic sectors and to the MSCI EAFE regional allocations.
• Cash - equivalent investments of the Account shall generally not exceed 10% of total
account value. The Account may exceed the 10% limitation as a result of contributions,
withdrawals, and other special circumstances. Permitted short-term securities include
commercial paper, bankers' acceptances, certificates of deposit and U.S. government
securities. The Account may invest cash in short-term investment funds, money market
funds, repurchase agreements or other liquid instruments that are suitable for such
purposes.
• The Adviser will manage a portfolio composed of approximately 80 -100 stocks.
• Any changes deemed necessary by either the client or TS &W will be fully discussed and
agreed upon by both in writing before taking effect and such changes will be incorporated
in writing into these guidelines.
It is understood that the stated Investment Guidelines are designed to act as a guideline for this account. Percentage
allocations are expected to vary from time to time based on relative investment performance, market fluctuations, cash flow
activity and other factors, and may rise above or fall below the listed maximum or minimum percentages. TS &W will monitor
these fluctuations and will consult with the client if it believes that rebalancing or adjustments to the guidelines may be
appropriate.
Exhibit A
Exhibit B
Retirement Plan Account Information
1. Listed below is each person (including entities) that has, or has had within the
immediately preceding one year, the authority to (a) appoint TS &W as a manager of the Assets,
(b) terminate TS &W as a manager of the Assets, or (c) negotiate the terms of this investment
management agreement:
2. Listed below is each "affiliate" (as defined below) of persons listed in response to
question 1 above, any employer securities under ERISA any other restricted securities.
Employer Securities:
Any other restricted securities:
(Attach additional page(s) if necessary.)
Client undertakes and agrees to update this Exhibit B promptly to maintain its completeness and
accuracy.
"Affiliates" is defined for this purpose to include:
(a) Any person directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with the person;
(b) Any corporation, partnership, trust or unincorporated enterprise of which
such person is an officer, director, 5 percent or more partner, or employee (but only if the
employer of such employee is the plan sponsor); and
Any director of the person or any employee of the person who is a highly compensated
employee (as defined in Code Section 4975(e)(2)(H)), or who has direct or indirect
authority, responsibility or control regarding the custody, management or disposition of
plan assets. A named fiduciary of a plan and an employer (any of whose employees are
covered by the plan) are affiliates with respect to each other for these purposes only if
such employer or its affiliate has the authority to appoint or terminate the named fiduciary
or otherwise negotiate the terms of its employment.
Exhibit B