518-Investment Management ,,~
INVESTMENT MANAGEMENT AGREEMENT
of ,
be~een ~ BO~ OF ~US~ES OF ~ C~ OF S~O~ POLICE
O~CE~' ~~ SYS~M, not ~dividu~y, but as T~s~es of ~ P~
refe~ to below ~ere~r ~fe~ m as ~e "Tinsrues"), ~d ~ ~S~
CO~SEL CO~, ~em~a~r refeg~ to as ~e "M~ger").
~~, by ~e m~s of ~e Ci~ of S~ford PoH~ Offi~rs' Re~ement Sysmm
~ere~r refemd to as ~e Re~ement Sysmm), ~e Trusts ~ c~g~ ~ ~e du~
of receiv~g ~d ~ves~g ~nds under ~ Sysmm; ~d
~AS, ~e Tmst~s ~e au~o~d by ~e m~s of ~e Re~ement Sysmm to
appo~t ~ ~ves~ent ~ger for ~e ~gement ~d ~ves~ent of ~e ~st ~nd held by
· em ~ereunder.
NOW, ~FO~, ~e Tinsrues ~d ~e M~ager agr~ as follows:
A. ~PO~ OF ~~ M~AGER. ~e Trusts hereby
appo~t ~e Mnger as ~e ~ves~ent M~ger ~ respect to ~ose as~ of ~d ~st ~d
p~d under im ~gement, toge~er ~ffi ~e ~come ~ereffom ~ere~r refe~ to as
· e "~ves~ent Accost"). The M~ager sh~ ~age, ~vest ~d re,vest ~e ~ves~ent
Account pursuit ~ ~e pro~sions here~a~r set fo~. At no ~e s~ ay pm of ~e
co~us or ~come of ~e ~ves~ent Account be used or dive~d for ~e pu~o~s o~er ~
for ~e exclu~ve benefit of employees ~d ~eff benefici~es as provided ~ ~ Re~ement
Sysmm ~d for deh~g reasonable expenses of ad~sm~g ~e Re~ement Sysmm, to
· e extant ~t such ex~nses ~e not borne by resour~s o~er ~n resources of ~e
Re~ement Sysmm. By execution of ~s Agr~ment, ~e M~ager achowledges ~at it is
a fiduci~ ~ respect to ~e Re~ement Sysmm ~ ~e me~g of ~e Employee
Re~ement ~come Se~ Act of 1974 ("E~SA") ~d ~112.656, ~o~da Statutes.
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B. POWERS AND DUTIES OF THE MANAGER. Th~ Manager will have the
following powers and duties with respect to any and all monies and securities at any lime
managed by it and constituting part or all of the Investment Account, such powers to be
exercised by it in its sole discretion, except as otherwise provided heroin.
1. With any cash at any time in the Investment Account, to purchase or
subscribe for and invest in any securities and to retain such securities in the Investment
Account within the restrictions set forth in the Retirement System and Investment Policy
Statement.
2. To sell, transfer, and convey, redeem, exchange for other securities,
or otherwise to dispose of any securities at any time held by it.
3. To exercise any conversion privilege and/or subscription right available
in connection with any securities at any time held by it; to oppose or to consent to the
organization, consolidation, merger, or readjustment of the finances of any corporation,
company or association or to the sale, mortgage, pledge or lease of the property of any
corporation, company or association, any of the securities of which may at any time be held
by it, and to do any act with reference thereto, including the exercise of options, the making
of agreement of subscriptions, which. may be deemed .necessor advisa le in connection
therewith, and to hold and retain ac
4. To vote, personally or by general or limited proxy, any shares of stock
which may be held by it at any time and, similarly, to exercise, personally or by general or
limited proxy, any right appurtenant to any security held by it at any time in accordance with
the Proxy Policy Voting Statement adopted by the Trustees.
5. The term "securities" used in this Agreement shall be deemed to be
restricted to include only legal investments for the Trustees under the statutes and rules of
law applicable thereto.
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6. To monitor items requiring action by the Trustees with respect to the
assets, such as stock dividends, rights, offerings, calls or redemptions of bonds or other
ite s, with respect to which Manager is notified by the Custodian of the assets, ~
C~f~e assets to take any action with respect to the assets which Manager is authorized to take
hereunder. Title to the assets shall remain in the Trustees.
7. Any other provision hereof to the conWary notwithstanding, the Manager
is authorized? upon prior approval of the Trustees, to invest and reinvest all or any portion
of the Investment Account collectively with funds or other trusts qualifying under Section
401 of the Internal Revenue Code or with other eligible investors, in units of participation
or investment in any common, collective or cornmingled trust fund or limited partnerships
that have been approved by the Trustees. Manager shall invest assets in the Investment
Account in any such common, collective or tommingled trust or limited partnership only ff
all investments made in such common, collective or commingled trust or limited partnership
must meet all restfictions for investments set forth in the Retirement System and Investment
Policy Statement, as these documents may be mended from time to time.
C. MAINTENANCE OF ACCOUNTS. The Manager shall maintain accounts
showing the fiscal transactions of the Investment Account. The Manager shall prepare at
least quarterly, and more often as mutually agreed, a report showing in reasonable detail the
assets and liabilities of the Investment Account and giving an account of the operation of the
Investment Account for the past year. Manager shall also provide a report showing proxy
voting records and a report of brokerage commissions incurred.
D. DISCHARGE OF DUTIES. The Manager shall discharge its duties under
this Agreement solely in the interests of the participants in the Retirement System 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
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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 insolaf as they are consistent with the
provisions of the Retirement System, Investment Policy Statement and applicabl~ laws, as
the same may be amended from time to time. 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).
E. COMPENSATION OF MANAGER. In consideration for the services
rendered by Manager, Trustees shall pay to Manager an annual fee of 45 basis points, on an
annual basis, prorated and payable quarterly in advance on the first day of each quarter based
on the market value of the assets under management with the Manager on that day. A
statement showing the amount paid to date and the amount payable shall be furnished to each
Trustee as part of each quarterly report. This fee is guaranteed not to increase for a period
of three 0) years from the contract date. The fee includes all expenses and costs incurred
by Manager in the performance of this Agreement.
F. REMOVAL AND RESIGNATION. The Manager may resign from its duties
hereunder by filing with the Trustees a written resignation. Such resignation shall take effect
within sixty (60) days after such notice to the Trustees. The Manager may be removed by
the Trustees at any lime upon thirty 00) days notice. Such removal shall be effected by
delivery of written notice of removal executed by the Trustees. Upon resignation or
removal, the Manager shall relinquish control and otherwise transfer and deliver the
Investment Account to the Trustees, and be paid only fees earned prorated to the effective
date of resignation or removal and such payment shall be the only payment of any kind or
nature due to the Manager from the Trustees.
G. INSTRUCTIONS. All instructions from the Trustees to the Manager shall
be in writing and shall be signed as designated by the Trustees. The Trustees agree to notify
the Manager promp~y of any change in the designation.
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H. CONSULTATION. The Manager shall attend a Board meeting quarterly and
consult with the Trustees regarding the invesUnent performance of the Investment Account
and the financial requirements of the Retirement System.
I. CONSTRUCTION OF AGREElV!F. NT. This Agreement shall be construed
according to the laws of the United States, and, where not inconsistent therewith, the State
of Florida and all provisions hereof shall be governed by such law.
I. VENUE. Any action under this Agreement shall be brought in Seminole
County, Florida.
K. ACKNOWLEDGEMENT. Trustees acknowledge receipt of documents from
Manager which comply with the Investment Advisers Act of 1940, Rule 204-3. Trustees
have the right to terminate this Agreement without penalty within five (5) business days after
date of this Agreement.
L. ASSIGNMENT. This Agreement may not be assigned by the Manager
without the consent of the Tinsrues.
M. PUBLIC ENTITY CRIMES BILL. Pursuant to Section 287.133, Florida
Statutes, the Manager must disclose any past, present, or future litigation aris'mg out of
violation of this statute by executing a sworn affidavit herein provided as Exhibit A.
IN WITNESS WItF. REOF, this Agreement has been duly executed the date set forth
above.
WITNESSES: BOARD OF TRUSTEES OF ~ CITY
OF SANFORD POLICE OFFICERS'
RETIREMENT SYSTEM
ATTEST:
INVESTMENT COUNSEL
COMt'ANY
EXHIBIT A
SWORN STATEMENT UNDER SECTION 287.133 (3)(a)
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR
OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted with Bid, Proposal or Contract
Number for the Board of Trustees of the City of Sanford Police Officers'
Retirement System.
2. This sworn statement is submitted by Grant I. McMurry as Chief Executive Officer of
Investment Counsel Company, whose business address is 255 S. Orange Avenue, Orlando,
FL 32801 and (if applicable) its Federal Employer Identification Number (FEIN) is 59-
1719633.
3. I understand that a "public entity crime" as defined in Section 287.133(1)(g), Florida Statutes,
means a violation of any state of federal law by a person with respect to and directly related to
the transaction of business with any public entity in Florida or with an agency or political
subdivision of any other state or with the United States, including, but not limited to, any bid
or contract for goods or services to be provided to any public entity or an agency or political
subdivision and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or
material misrepresentation.
4. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statues, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought in
indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or
entry of a plea of guilty or nolo contendere.
5. ~understandthat``a~~iate~~asde~nedinParagraph287.~33(~)(a).F~~ridaStatutes`means:
A. A predecessor or successor of a person convicted of a public entity crime; or
B. An entity under the control.of any natural person who is active in the management of
the entity and who has been convicted of a public entity crime. The term "affiliate"
includes those officers, director, executives, partners, shareholders, employees,
members, and agents who are active in the management of an affiliate. The ownership
by one person of shares constituting a controlling interest in another person, or a
pooling of equipment or income among persons when not for fair market value under
an arm's length agreement, shall be a prima facie case that one person controls
another person. A person who knowingly enters into a joint venture with a person
who has been convicted of a public entity crime in Florida during the preceding 36
months shall be considered an affiliate.
6. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means
any natural person or entity organized under the laws of any state or of the United States with
the legal power to enter into a binding contract and which bids or applies to bid on contracts
for the provision of goods or services let by a public entity. The term "person" includes those
officers, directors, executives, partners, shareholders, employee, members, and agents who are
active in management of an entity.
7. Neither the entity submitting this sworn statement, nor any officers, directors, executives,
partners, shareholders, employees, members or agents who are active in the management of
Investment Counsel Company, the entity, nor any affiliate of the entity have been convicted of
a public entity crime subsequent to July 1, 1989.
B
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this c~C)'H3"day of
~s CY~ c~ , 1995? Grant I. McMurry , as Chief Executive Officer of Investment
Counsel Company, who is personally known to me and who did take an oath.
My commission expires:
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