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HomeMy WebLinkAboutPacific Century Advisers Inc; 1987-04-08;* - Pacific Century Advisers, Inc. INVESTMENT SERVICES AGREEHENT Continuance of Contract REGARDING Costa Real municipal Water District Certificates of Participation Reservoir and Water Facilities 1988 Refunding and Financing Project This Document shall serve as a Continuance of the Investment Services Agreement of April 8, 1987 and the Addendum of April 8, 1987 between Pacific Century Advisers, Inc. and Costa Real Municipal Water District. A/C 10-7-89830-3 and A/C 10-7-89830-4 will be closed, and all funds will be transferred to the new issue, A/C’s 11-7-19340-0,1,2,3, as of November 16, 1988. All terms of said Agreement shall remain in effect. COSTA REAL MUNICIPAL WATER DISTRICT PACIFIC CENTURY ADVISERS, INC. Lz L- GNATURE General Manager/District Engineer TITLE TITLE President and C.E.O. January 11, 1989 December 12, 1988 DATE DATE A Security Pacific Corporation, 1Mo Thii Avenue, Suite ls00, San Diego, CA 92101, Telephone (619) 594-1252 Mailing Address: P.O. Box 121509, San Diego, CA 92112 Cash Management/ Principal Preservation COSTA REAL MUNICIPAL WATER DISTRICT GENERAL FUND Investment Management Agreement I Pacific Century Advisers, Inc. ("ADVISER") agrees to furnish investment supervisory services with respect to cash and securities placed under its supervision to the party ("CLIENT") whose name is set forth below. ADVISER represents and warrants it is a registered investment adviser under the Investment Advisers Act of 1940. 1. Appointment of Custodian. It is understood that CLIENT has appointed, or will appoint, a custodian which may but need not be an affiliate of ADVISER to have and take possession of the CLIENT's cash, securities and other assets. ADVISER shall have no access to such assets or to the income therefrom. ADVISER agrees to notify CLIENT and the custodian of all purchase and sale transactions undertaken. ADVISER shall have no responsibility for any acts or omissions of the custodian including, without limitation, acts or omissions connected with the custodian's reports to CLIENT or others. ADVISER is under no duty to enter into security transactions relative to CLIENT's assets which are not readily available for de,livery to CLIENT's custodian by the settlement date of any such proposed transaction. Unless CLIENT notifies ADVISER in writing, the securities placed under its supervision by CLIENT are owned free and clear of any liens, pledges or encumbrances of any kind whatsoever and there are no investment restrictions which would limit ADVISER in the performance of its duties under this Agreement. 2. Powers and Obligations of ADVISER. CLIENT hereby appoints ADVISER to act as the CLIENT's agent and attorney-in-fact with full power and authority to buy, sell or otherwise effect transactions in lawful investments pursuant to California Government Code 53601, 53635 and 16429.1, for CLIENT's account. Although ADVISER may make such decisions without prior consultation with CLIENT, ADVISER agrees to be bound by the adopted investment policy of CLIENT. ADVISER shall endeavor, to the best of its ability, to exercise good faith and diligence in the execution of its duties. However, CLIENT acknowledges that ADVISER will be acting in an advisory capacity only and does not guarantee the accuracy of information and advice furnished and does not indemnify CLIENT against loss for,actions taken or not taken in reliance on advice furnished by ADVISER. ADVISER may place buy and sell orders with or through such brokers or dealers as it may select, evaluating the full range and quality of research and brokerage services obtained from such brokers or dealers in making its selection. This may result in incurring commissions for the account from time to time to cover such services as, in ADVISER'S opinion, assist in the supervision of the account and/or other other accounts. It is the policy and practice of ADVISER to seek best execution at the time the order is placed. Nevertheless, it is understood and agreed that ADVISER may pay a commission on a transaction in excess of the amount of commission another broker or dealer would charge, but not over usual and customary. CLIENT recognizes and acknowledges that ADVISER performs investment supervisory services for other clients and may give advice and take certain action with respect to such clients which may differ from advice given, or the timing and nature of action taken with respect to CLIENT's account. It is ADVISER'S policy, to the extent practical, to a1 locate investmept opportunities to CLIENT's account overaperiodoftime ona fairandequitablebasis relative to other clients. Accordingly, it is agreed that ADVISER will have no obligation to purchase or sell for the CLIENT's account any securities which it may purchase or sell for itself or for any other clients for which it acts as ADVISER. ADVISER is authorized to use affiliated brokerage firms on occasion to execute and clear transactions in furnishing investment supervisory services to CLIENT. Such firms may make a profit on such transactions by charging their usual and customary fees or commissions or by marking up or down securities for which they act as principal. ADVISER will not be required to take any action or render any advice with respect to the voting of portfolio securities unless otherwise agreed hereafter. 3. Account Report. ADVISER shall furnish CLIENT monthly appraisals of the account reflecting cash and market values of securities com- puted on last sale or bid prices on the last business day of the month. Where a quotation is not readily available for a security, it will be valued at fair value as determined by ADVISER. ADVISER shall not be responsible for the accuracy of any information disclosed in any report which is furnished by CLIENT, the custodian, or any other party. 4. Fee Schedule. The annual fee, based on the market value of the account under supervision, shall be: (see attached addendum) Fees shall be computed quarterly based on the average market value during the quarter. Fees for an initial or final period, if less than a full quarter, will be prorated accordingly. The first fiscal quarter shall begin on . ADVISER shall receive no start-up or closing fees; there are no penalty fees. ADVISER is authorized to present its fee billing to the undersigned CLIENT'S custodian for payment in accordance with standing instructions. 5. This Agreement may be terminated by either party at any time upon written notice. Fees shall be prorated to the date of Termination. termination and any unearned portion of prepaid fees shall be refunded to CLIENT. There shall be no termination fee. This Agreement may not be assigned by ADVISER without the prior written consent of CLIENT. 6. Miscellaneous. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding the rules relating to choice of law, and shall be binding upon and inure to the benefit of the successors of CLIENT and ADVISER. Any action arising out of dispute concerning the provisions of this Agreement and the rights and liabilities of the parties hereto shall be brought only in San Diego, California. By executing this Agreement, CLIENT acknowledges that CLIENT has received and read the Supplementary Information attached hereto. COSTA REAL MUNICIPAL WATER DISTRICT PACIFIC CENTURY ADVISERS, 1°C. GENERAL FUND Title: &dP. Title: 30,/987 Date: Date : U 1. .- .- ADDENDUM -. With regard tothe calculationof feestobe chargedtothe Costa Real Municipal Water District under the Investment Custodial Agreement, General Fund Investment Management Agreement and Certificate of Participation Investment Management Agreement, the following fee schedule shall apply: 1. 2. 3. 4. Custodial fees of .10 of 1% of assets under management under the General Fund Investment Management Agreement. Custodial fees applicable to the Certificate of Participation assets under management have been previously negotiated under the Trust Agreement by and among’ Security Pacific National Bank, as Trustee and Imperial Securities Corporation and Costa Real Municipal Water District dated as of May 1, 1984. Investment supervisory services fees shall be .SO of 1% of combined assets under management for the first $3 mi 1 lion, -35 of 1% of combined assets under management for assets over $3 million, reduced by any Custodial fees applicable to the General Fund Investment Management Agreement. $7,500 minimum annual fee. Fees of the accounts will be taken from the Costa Real Municipal Water District General Fund account. Approved : COSTA REAL MUNICIPAL WATER DISTRICT PACIFIC CENTURY ADVISERS, INC. ITY PACIFIC NATIONAL BANK K Title Date COSTA REAL MUNICIPAL WATER DISTRICT INVESTMENT CUSTODIAL AGREEMENT Costa Real Municipal Water District, hereinafter called Customer, hereby employs SECURITY PACIFIC NATIONAL BANK, a national banking association, in its capacity as custodian, hereinafter called 'Security,' to provide the services hereafter set forth with respect to the property described in the attached Schedule of Assets and such other property.. as is from time to time held hereunder. CUSTODIAL SERVICES Security shall safekeep all property ("principal") delivered to it, shall identify such property on its books and records as . property of Customer, shall receive the income attributable thereto, and shall hold, invest, disburse or otherwise dispose of such income and principal, or its proceeds, pursuant to the provisions of this Agreement. CAPITAL CHANGES It shall be the responsibility of Customer to furnish Security with notification of the declaration, record and payment dates of any dividends or other distributions and of any calls or other capital changes or information requiring special action concerning each of the securities subject to this Agreement whenever such information is not readily available from reporting services or publications generally accepted and utilized by the securities industry. Security will have no responsibility to determine the existence of any such information which is published or otherwise made available prior to Security assuming custodial responsibility for a security. INVESTMENT SERVICES 1. Security shall act primarily as a depository only for the property of Customer, and shall have no responsibilities with respect to the investment and reinvestment of the property held by it under this agreement. 2. All sales, purchases, exchanges or other transactions respec- ting securities or other property which may be made by Security for the account of Customer shall be made only pursuant to in- structions of Customer or of Customer's designated represen- tative. Absent such instructions, Security shall have no respon- ibility for the investment or reinvestment of such property nor liability for any omission to act in the absence of instructions. 3. If an acquisition initiated by Customer or Customer's repre- sentative results in a debit balance at settlement of such trans- action, Security shall be entitled to charge interest on such debit balance. Interest rate to be not more than prime. 4. Customer, and not Security, shall be responsible for all money, securities and/or other property paid and/or delivered to any broker or other person specified by Customer in such manner as Customer may direct. t 5. Security's duties hereunder shall continue until such time as such duties shall terminate as hereinafter provided or until such time as such duties shall be altered by a writing, executed by Customer and consented to by Security. CASH MANAGEMENT In addition to the instructions contained in this Agreement, Security shall invest and reinvest any available cash in units of such of the Pacific Horizon money market portfolios ("The Fund") , as Customer may select, and redeem units of said Fund to meet the cash requirements of Customer's Account. 1. Customer acknowledges that Security shall be compensated by the Fund for services rendered in its capacity as Investment Adviser and Sub-custodian for the Fund and that the Fund may purchase securities from or through Security, may engage in repurchase transactions with Security, and may place funds on deposit in accounts with Security subject to receipt of interest income at currently available market rates. 2. Customer assumes the obligation and retains the right to vote all units of the fund held by Security for the benefit of Customer's Account. 3, Security agrees to forward, in a timely manner, all proxies and other shareholder materials and communications relating to units in the Fund to Customer. 4, Customer agrees that transactions in the Fund will be re- ported only in Security's regular monthly accounting. 5. Security agrees to collateralize deposits of Customer whenever required pursuant to California Government Code 53643. NOMINEE AUTHORIZED Security is directed to transfer into the name of nominees selected by it all registered securities from time to time held under this Agreement. Security shall be responsible for the acts of its nominees with respect to such securities. To effect the transfer of registered securities into the name of Security's nominee, to facilitate the collection of any payment thereon and to effect any other action in relation thereto or in order to meet any requirement thereof, Customer authorizes Secur- ity to execute in Customer's name, and to deliver, any instrument determined by Security to be appropriate in furtherance of the purposes hereof, and to guarantee in Security's name as the signature of Customer any signature so placed on such instrument. T 1 DIRECTIONS TO SECURITY All directions of Customer to Security shall be in writing or will be confirmed by a repor-t from the DTC ID or comparable system and may be given by such person or persons as Customer shall, by appropriate resolution of its governing body, designate for that purpose. Security shall not be required to comply with any direction of Customer which in its judgment may subject it to liability or expense, or to prosecute or defend any action, unless indemnified in manner and amount satisfactory to it. DISTRIBUTIONS Security shall either reinvest net income or distribute it as Customer may direct from time to time. In addition, Security shall distribute principal cash or principal assets as Customer may direct from time to time. However, Security may retain such funds and securities as it determines to be necessary to complete any pending buy or sell transactions. 1 STATEMENTS Security shall furnish monthly statements in the usual form for accounts of this type and shall deliver the same to Customer or to any representative designated by Customer. NOTICES All notices to Customer may be given by personal delivery to Customer or by mailing to Customer's address last on file with Security. TERMINATION OF AGREEMENT This agreement may be terminated at any time by Customer or Security upon written notice to the other. Upon termination Security shall deliver to Customer the property then held in the account except for when all sums due it from Customer and Security is indemnified in manner and amount satisfactory to it against liabilities lawfully incurred in the performance of its duties under this Agreement. There shall be no fee for termination of this agreement and transfer of funds from Security to Customer's designee. COMPENSATION t Security shall receive compensation for its services in accordance with Addendum 1, hereto. t EXECUTED IN DUPLICATE at r& urn- r on the 8 day of L /469 Security Pacific National Bank, a national banking association BY: ALBERT C. WOLFING SCHEDULE OF ASSETS . Security acknowledges receipt of the above described property. SECURITY PACIFIC NATIONAL BANK By: Authorized Officer ADDENDUM With regard tothe calculation of feestobe chargedtothe Costa Real Municipal Water District under the Investment Custodial Agreement, General Fund Investment Management Agreement and Certificate of Participation Investment Management Agreement, the following fee schedule shall apply: 1. 2. 3. 4. Custodial fees of .lo of 1% of assets under management under the General Fund Investment Management Agreement. Custodial fees applicable to the Certificate of Participation assets under management have been previously negotiated under the Trust Agreement by and among Security Pacific National Bank, as Trustee and Imperial Securities Corporation and Costa Real Municipal Water District dated as of May 1, 1984. Investment supervisory services fees shall be -50 of 1% of combined assets under management for the first $3 mil lion, -35 of 1% of combined assets under management for assets over $3 million, reduced by any Custodial fees applicable to the General Fund Investment Management Agreement. $7,500 minimum annual fee. Fees of the accounts will be taken from the Costa Real Municipal Water District General Fund account. 1 Approved : COSTA REAL MUNICIPAL WATER DISTRICT PACIFIC CENTURY ADVISERS, INC. SECURITY PACIFIC NATIONAL BANK Date