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HomeMy WebLinkAboutC-6262 - Investment Management Agreement (Institutional Client, Non-ERISA)Chandler Liquid Asset Management, Inc. (Chandler) is hereby retained as Investment Adviser by City of Newport Beach (Client) on the terms and conditions set forth herein. 1. Term. The term of this Agreement shall commence September 1, 1993 and shall continue until this Agreement is terminated effective upon receipt of notice of termination in writing delivered by the terminating party. 2. Fees. Client shall compensate Chandler quarterly an amount calculated on the average market value of Client's portfolio, in accordance with the following schedule: Annual Investment Management Fee .15 of 1% on all assets Minimum annual fee is $7,500. The fees expressed above do not include any custody fees which may be charged by Client's bank or other third party custodian. Fees shall be prorated to the effective date of termination on the basis of actual days elapsed, and any unearned portion of prepaid fees shall be refunded. Client is not required to pay any start -up or closing fees; there are no penalty fees. 3. Client Representative. In its capacity as investment manager, Chandler shall receive all instructions, directions and other communications on Client's behalf respecting Client's account from Mr. Richard C. Kurth or Mr. Dennis C. Danner (Representative). Chandler is hereby authorized to rely and act upon all such instructions, directions and communications from such Representative or any agent of such Representative. 4. Account Questionnaire. Client shall complete and return the account questionnaire regarding mechanics and administration of Client's account and setting forth Client's investment purpose and objectives, which is attached hereto as Exhibit A. 5. Authority of Chandler. Chandler is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Representative. (Investment Policy and Questionnaire attached). 4350 Executive Drive, Suite 103, Sun Diego, CA 92121 - Telephone (619) 546 -3737 hAX (619) 546 -3741 Chandler has authority to act as Client's agent in dealing with and giving orders to issuers of securities and broker - dealers, provided such action is taken by Chandler as agent of Client, in Client's name. 6. Notices. Any notice shall be mailed to Client at the following address: 3300 Newport Boulevard P. O. Box 1768 Newport Beach, CA 92659 -1768 and to Chandler at the following address: 4350 Executive Drive Suite 103 San Diego, CA 92121 7. Custody of Securities and Funds. Chandler shall not have custody or possession of the funds or securities which Client has placed under its management. Client may appoint a custodian to take and have possession of its assets. 8. Investment Advice. Client recognizes that the opinions,-recommendations and actions of Chandler will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that Chandler acts in good faith, Client agrees that Chandler will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws. 9. Payment of Commissions. Chandler may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Chandler to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that Chandler may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Chandler makes no warranty or representation regarding commissions paid on transactions hereunder. 10. Other Clients. It is further understood that Chandler may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for client's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Chandler will have no obligation to purchase or sell for 2 Client's account any securities which it may purchase or sell for other clients. 11. Miscellaneous. This Agreement may not be assigned by Chandler without Client's consent, but may be amended at any time by mutual agreement in writing. Chandler agrees to notify Client of any change in the ownership of the corporation within 30 days of such change. 12. Governing Law. It is understood that this Agreement shall be governed by and construed under and in accordance with the laws of the State of California. 13. Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 14. Receipt of Brochure. Client has received the disclosure statement or "brochure" required to be delivered pursuant to Rule 204 -3 of the Investment Advisors Act of 1940 (Brochure). Client understands that it has the right to terminate this Agreement without penalty within five (5) days after entering into this Agreement. THE CITY OF NEWPORT BEACH, C„IFORNIA By: '' � //7 Richard C. Kurth to Deputy Finance Director CHANDLER LIQUID ASSET MANAGEMENT, INC. a California corporation By: G..r.�� d/ i Kay Ch ndler Date Presi vnt 3