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HomeMy WebLinkAboutSecurity Pacific National Bank; 1991-01-07;.- I THIS INVESTMENT MANAGEMENT AND CUSTODY AGREEMENT (“Agreement”) is made by and among Security Pacific National Bank, a national banking association (“Security”), and the “Client” identified on the signature page of this Agreement. 1. Appointment as Custodian. Client appoints Security agent for the custody of the assets transferred to Security by Client, and Security agrees to establish a custody account (“Account”) of such assets in the name of Client. Security shall receive for the Account any money or property (including dividends and interest) due and payable from, or on account of, the securities and other property in the Account. However, Security is not required to take any legal action or to take any other actions to enforce collection of such property; bur it shail receive the proceeds or“ any collections that it or its agents make in the ordinary course of business. 2. Appointment as Advisor. Client appoints Security as investment adviser with respect to the assets held in the Account. Security shall have power and authority to buy, sell or otherwise effect transactions in securities in the Account. Security may make such decisions and enter orders for transactions without prior consultation with Client. 3. Investment Guidelines. Although Security will endeavor to effect reasonable diversification in the investment of the assets in the Account that it manages, responsibility for such diversification is subject to and limited by the investment objectives and guidelines determined by Client and communicated to Security. Security will periodically confer with Client to assist in developing such objectives and guidelines. 4. Selection of Investments. The selection and allocation of investments shall be determined by Security in accordance with Client’s investment objectives and guidelines. Security may reallocate assets in the Account based upon new instructions provided in writing by Client, providing such instructions are within the current investment guidelines. Client recognizes and acknowledges that Security performs investment management services for other clients and may give advice and take certain actions with respect to such clients which may differ from advice given, or the timing and nature of action taken with respect to the Account. It is Security’s policy, to the extent practical, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. Accordingly, it is agreed that Security will have no obligation to purchase or sell for the Account any securities which it may purchase or sell for itself or for any other clients for which it acts as adviser. 5. Selection of Brokers. Although it is the policy and practice of Security to seek best execution at the time buy and sell orders are place, Security may place such 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. , Page 2 This may result in Security incurring commissions for the Account from time to time to cover such services as, in Security’s opinion, assist in the supervision of the Account and/or other accounts, and such commissions may be in excess of the amount of commission another broker or dealer would charge. Security is authorized to use an affiliated brokerage firm on occasion to execute and clear transactions in furnishing investment supervisory services to Client. Such fms 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. 6. Limitation on Security’s Duties. Security’s rights, powers, and duties with respect to the Account are limited to those specifically stated in this Agreement. Security shall have no duty, responsibility, or liability in connection Wi& the custody, investment, or management of any Client assets that are not held in the Account. 7. Cash Management. In the absence of other instructions, Client authorizes Security to invest cash balances in short-term securities or deposits which bear a reasonable rate of interest in a bank or similar financial institution supervised by the United States or a state, including Security Pacific National Bank. 8. Documents. Security may make, execute, acknowledge, and deliver documents of transfer and conveyance and any other instruments that may be necessary or appropriate to carry out the powers granted to it by this Agreement. 9. Disbursements. Security shall make disbursements and transfers of assets of the Account as Client shall from time to time direct in writing. 10. Nominees. Security may register any and all assets of the Account in its own name, in the name of its nominee, or hold them in bearer form. Security may combine certificates representing securities with certificates of the same issue that it holds in other fiduciary capacities, or it may deposit or arrange for the deposit of such securities in a qualified central depository or Federal Reserve Bank even though such securities may then be merged and held in bulk in the name of the nominee of the depository along with other securities deposited by other persons. However, Security’s books and records shall at all times show that all such investments are part of the Account 11. Agents. Security may hire suitable agents or custodians. 12. Proxies. Unless otherwise instructed, Security may use its discretion to vote upon any stocks, bonds, or other securities in the account and shall give general or special proxies with or without power of substitution. Page 3 4 13. Compensdn and Expenses. Security shall be entitled to compensation for its services hereunder as agreed between Security and Client from time to time. Security shall be entitled to reimbursement for expenses incurred in the performance of its duties under this Agreement, including commissions and all other proper charges and disbursements of the Account. Compensation, fees and expenses shall be charged to and paid from the Account unless otherwise agreed between Client and Security. 14. Disputes. Any dispute under this Agreement shall be resolved by submission of the issue to a member of the American Arbitration Association who is chosen by the Client and Security. If the Client and Security cannot agree on such a choice, each shall nominate a member of the American Arbitration Association and the two nominees will then select an arbitrator. 15. Client Representatives. Client shall certify to Security the names and specimen signatures of Client’s representatives authorized to sign instructions on its behalf for purposes of this Agreement. Client hereby represents and warrants that such persons are duly authorized to issue such instructions on behalf of Client. Security may rely on and shall be protected, indemnified and held harmless by Client in acting upon the written instructions of such authorized persons with respect to any matter relating to its actions hereunder. 16. Termination. This Agreement shall continue until modified or terminated. It may be modified at any time upon mutual written agreement of Security and Client. It may be terminated at any time by either Security or Client upon written notice to the other, in which event the Account assets than held by Security shall be distributed as Client may direct in writing, and Security shall have no further responsibility for the Account. 17. Controlling Law. This Agreement shall be construed in accordance with applicable federal law and, to the extent not preempted thereby, the laws of the State of California. , Page 4 CL- INVESTMENT MANAGEMENT AND CUSTODY AGREEMENT (CORPORATE ACCOUNTS) SIGNATURE OF AUTHORIZED OFFICERS: SECURITY PACIFIC NATIONAL BANK AUTHORIZED OFFICER , Page 1 a