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HomeMy WebLinkAboutDocumentation_Pension Public Safety_Tab 03_01/12/2005i_J- INVESTMENT MANAGER AGREEMENT THIS AGREEMENT is entered into this day of , 20_ by and between the BOARD OF TRUSTEES OF THE TEQUESTA PUBLIC SAFETY OFFICERS' PENSION FUND ("Trustees")and ROCKWOOD CAPITAL ADVISORS, LLC ("Manager") WITNESSETH: WHEREAS, the Village Council of Tequesta has enacted a pension plan, providing for the creation and operation of the Tequesta Public Safety Officers' Pension Fund ("the Fund"); and WHEREAS, the Pension Plan provides that the Trustees are solely responsible for administering for the Fund; and WHEREAS, the Pension Plan provides that the Trustees are required to engage the services of professional investment counsel to assist and advise the Trustees in the performance of their duties; and WHEREAS, the Trustees desire that the Manager serve as investment man- ager/professional money manager with respect to certain of the assets held by the Fund, and the Manager is willing to so serve. NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is covenanted and agreed as follows: 1. Appointment of Investment Manager. The Trustees appoint the Manager as Investment Manager with respect to those assets of the Fund assigned to the Manager by Page 1 of 11 the Trustees, including income and earnings attributable to such assets (collectively referred to as "Investment Assets"). The Trustees and the Manager acknowledge that Manager shall provide the equity investment services through asub-advisory relationship with Contravisory Research & Management Corporation. There shall be no additional fees to the Trustees for this sub-advisory relationship. The equity investments however shall at all times be considered part of the Investment Assets under management with the Manager. 2. Fee Schedule. For services under this Agreement, the Manager shall be entitled to receive from the Trustees a fee as set forth in the fee schedule attached as Exhibit A. Such fee shall be payable quarterly in arrears on the last day of such quarter, at one fourth (1/4th) the annual fee and shall be computed upon the fair market value of the Investment Assets as of the last day of the quarter. If the services to be rendered under this Agreement shall commence on a day other than the first day of a quarter, or end on a day other than the end of a calendar quarter, the fee shall be prorated based on the number of days in the quarter. 3. Investment Adviser. The Manager hereby represents and warrants that it is duly registered as an investment adviser under the Investment Advisers Act of 1940. The Manager agrees to immediately notify the Trustees, in writing, in the event of any change in its investment adviser registration. Attached as Exhibit B is a copy of the Manager's Certificate of Authority to transact business in the State of Florida. Page 2 of 11 4. Fiduciary Responsibility. The Manager holds itself out to bean expert in the field of investment counseling, and has sought the position of investment manager for the Investment Assets which are the subject of this Agreement. The Manager represents that it has the skill and learning commonly possessed by prudent members of the investment counseling profession in good standing. The Manager hereby acknowledges that it is a fiduciary with respect to the Trustees and the Fund. The fiduciary relationship covers all of the Investment Assets, even those managed under asub-advisory relationship with Contravisory Research & Management Corp. Attached hereto as Exhibit C is a copy of the Manager's current SEC form ADV. The Manager agrees to immediately provide the Trustees with all material changes to its Form ADV. 5. Investment Guidelines. Attached hereto and made a part hereof as Exhibit D is a copy of the investment provisions of the Pension Plan and the Board's Investment Policy Guidelines. The Manager shall provide continuous supervision and management to the Investment Assets in accordance with the investment guidelines set forth therewith. If the Manager determines, at any time, that any of the investment guidelines in the attached Exhibit is inappropriate, the Manager shall promptly notify the Trustees in writing. Except as otherwise provided in Exhibit D, the Manager shall manage the investment of the InvestmentAssets underits control in its complete discretion. The Trustees shall notify the Manager in writing of any changes in its investment guidelines. The Manager shall have a reasonable time to bring the investment assets into compliance after receiving such written notification. Page 3 of 11 Pursuant to the investment provisions of the Pension Plan, the Board's Investment Policy Guidelines (Exhibit D) and this Agreement, The Trustees have provided the Manager with full investment discretion. The trustees understand that the Manager may, upon advice and recommendation of Bogdahn Consulting, LLC., cause an investment in Rockwood Capital Strategic Equity Fund, LLC and Rockwood Capital Strategic Bond Fund, LLC to facilitate its investment strategy to invest the Plan's assets. The Trustees hereby acknowledge receipt of the Private Placement Memorandum for such Funds. 6. Discretionary Authority. Except as otherwise provided in Section 5 hereof (Investment Guidelines), the Trustees hereby expressly grant to the Manager full and complete discretion and authority with respect to managing the investment of the Investment Assets, including, without limitation, authority to purchase, sell, exchange, convert, trade, and generally to deal in securities and other property comprising the Investment Assets. 7. Brokers. (a) The Manager shall have the absolute authority and discretion to place orders on behalf of the Fund with such brokers or dealers whom the Manager may select, provided that the Manager shall place an order with a broker or dealer only if, in the Manager's judgment, and subject to the Manager's fiduciary responsibility to the Trustees and the Fund, best execution for the Fund may thereby be obtained within the meaning of ERISA Technical Release No. 86-1 (i.e., competitive commission cost, as well as the quality and reliability of the execution) a copy of which is attached hereto as Exhibit E. Page 4 of 11 Rockwood shall effect all purchases and sales of securities in a manner consistent with the principals of best execution taking into account net price (including commissions) and execution capability. (b) The Trustees may express their preference, in writing, that the Manager utilize the services of certain brokers or dealers so as to use the commission to pay for performance evaluation or other services to the Trustees. However, the Manager shall not follow such an expression of preference unless the designated broker(s) or dealer(s) can provide best execution in respect of securities transactions within the meaning of ERISA Technical Release No. 86-1. In determining whether a designated broker or dealer can provide best execution for the Fund, the Manager shall consider only the quality and reliability of executions by such broker or dealer, its financial responsibility, its responsiveness to the Manager, the commission rate offered in connection with securities transactions on behalf of the Fund and similar factors. In no instance shall the Managerfollow such an expression of preference if it conflicts with the Manager's fiduciary responsibility to act prudently with respect to the decision concerning who will execute the transaction. (c) The Manager shall not be liable for any acts or omissions by any broker dealer selected by the Trustees or by the Manager, provided that the Manager has not acted negligently, or imprudently, in its selection or continuance of dealing with any broker or dealer. 8. Custodianship of Securities. The Manager shall provide custody of the assets with A.G. Edwards Trust Company, FSB pursuant to the Agreement attached as Page 5 of 11 Exhibit F. The fee for such custody services shall be included in the investment management fees paid under this Agreement. 9. Proxies. The Manager shall have the exclusive authority and responsibility with regard to the voting of proxies and monitoring those other items requiring action by the Trustees with respect to the Investment Assets, including, but not limited to, stock dividends, rights offerings, calls or redemption of bonds. The Manager shall not be directed by any other person or entity with regard to the voting of proxies or taking action with regard to the other items mentioned herein, unless such direction is given to the Manager in writing by the Trustees. The Manager hereby represents and warrants that it has established a procedure for reconciling proxies with holdings and that reasonable steps will be undertaken to insure that proxies are received and voted. Proxy voting by the Manager shall be consistent with the proxy voting policy which is attached hereto as a part of Exhibit C, Part II. 10. Reports. The Manager shall provide the Trustees with a monthly investment report on the Investment Assets. This report shall be provided to the Trustees, the administrative manager and the performance monitor. The report shall be presented to the Trustees by a representative ofthe Manageron a semi annual basis. The quarterly reports shall include, but shall not be limited to the following matters, which shall be specifically presented in writing in the investment report: (a) A schedule setting forth the present market values in comparison with cost values, thereby showing the gains and losses of each investment; Page 6 of 11 (b) A detailed list of the transactions effected between each quarterly report; (c) A detailed listing of the commissions paid on each transaction in total, and on a per trade basis, indicating the name of the broker or dealer; (d) A report listing thevote on all proxies showing the date each proxywas voted, the issue as to which each proxy was voted, and how each proxy was voted. In addition, if a proxy was not voted, the Manager shall provide a written statement indicating the reason that a particular proxy was not voted; (e) Such other reports and analysis as the Manager deems appropriate, or as the Trustees request. 11. Confidential Information. The Manager shall maintain and protect in strictest confidence any and all data, information, or documents of, and concerning the finances, business, and affairs of, the Fund which it acquires in its performance of this Agreement. The Manager and the Fund agree that none of the aforesaid data, information or documents, and none of the reports and analyses prepared by the Manager as provided in Section 10 hereof (Reports), shall be disclosed to anyone except the Trustees, legal counsel to the Trustees and the Trustees' selected performance monitor, except as otherwise agreed upon in writing or as required bylaw. 12. Fidelity Bond. The Manager agrees to obtain and maintain at least a Five Million Dollar ($5,000,000.00) fidelity bond. Attached hereto as Exhibit G is a copy of the Manager's current fidelity bond and binder. The Manager agrees to immediately notify the Page 7 of 11 Trustees, in writing, in the event any substantive change in coverage of said bond or if said bond is terminated, canceled or discontinued, in whole or in part. 13. Errors and Omissions Insurance. The Manager agrees to obtain and maintain at least Five Million Dollars ($5,000,000.00) of errors and omissions insurance. Attached hereto as Exhibit H is a copy of the Manager's current errors and omissions insurance policy. The Manager agrees to immediately notify the Trustees, in writing, in the event any substantive change in coverage of said insurance or if said insurance is terminated, canceled or discontinued, in whole or in part. 14. Liability. The Trustees, jointly and severally, shall not be liable for any acts or omissions of the Manager, and shall be under no obligation or duty to invest, reinvest, manage, control, or dispose of the Investment Assets. The Manager specifically acknowledge fiduciary responsibility to the Fund and its participants and beneficiaries. The Manager shall not be liable for any act or omission of any other fiduciary with respect to the Fund. The fiduciary responsibility of the Manager includes the supervision, counseling, management and control of the Investment Assets within the meaning of applicable law and providing investment advice to the Trustees. The Manager shall be liable for any negligence, malfeasance, or bad faith in the performance of its duties, and for any losses or damage caused or suffered by its failure to perform its duties in accordance with fiduciary standards, or by its failure to comply with the provisions of the Investment Advisors Act of 1940, or by its failure to comply with the provisions of this Agreement. Page 8 of 11 15. Notices. All written communications from the Manager to Trustees shall be addressed to: Board of Trustees Village of Tequesta Public Safety Officers' Pension Fund Post Office Box 3273 250 Tequesta Drive, Suite 300 Tequesta, Florida 33469-0273 Copies of such notices shall also be sent to Fund Counsel: Bonni S. Jensen, Esquire Hanson, Perry & Jensen, P.A. 400 Executive Center Drive Suite 207 West Palm Beach, Florida 33401-2922 All written communications from the Trustees to the Manager shall be addressed to: D. Andrew Holtgrieve Director of Client Services Rockwood Capital Advisors, LLC 1401 South Brentwood Boulevard Suite 400 St. Louis, Missouri 63144 16. Assignability. This Agreement may not be assigned without the prior written consent of the Trustees. 17. Entire Agreement. This Agreement, with attached Exhibits, constitutes the entire agreement between the parties hereto. Page 9 of 11 18. Modification. This Agreement may be modified or revised only by vote of the Board and a written amendment signed by the Trustees' Chairman and Secretary and the Manager. 19. Prior Agreements. This Agreement supersedes all prior agreements with the Manager, oral or written. 20. Applicable law. This Agreement shall be interpreted in accordance with the laws of the State of Florida. 21. Venue. In any action to enforce the provisions of this agreement, venue shall be in Palm Beach County, Florida. 22. Termination. This Agreement may be terminated byeither party hereto upon thirty (30) days written notice to the other party. 23. Attorney Fees. If the Trustees engage an attorney, accountant, or other advisor to enforce the terms of this Agreement, whether by administrative action, legal action, litigation, or otherwise, and should the Pension Plan prevail or obtain any relief or remedy as a result of such action, then the Manager shall pay to the Pension Plan its reasonable attorney's fees, accountants' fees, advisors' fees, and costs. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective authorized representatives on the dates indicated below. BOARD OF TRUSTEES OF THE VILLAGE OF TEQUESTA PUBLIC SAFETY OFFICERS' PENSION FUND By: Chief James M. Weinand, Chairman Date: By: Peter B. Lucia, Secretary Date: WITNESS: As to Trustees ROCKWOOD CAPITAL ADVISORS, LLC INVESTMENT MANAGERS By: Title: Date: WITNESS: As to Manager H:\Tequesta PS 1011\VendorsllnvMgr\Rockwood\Agmnt.wpd BSJ/ka-November 10, 2004 Page 11 of 11 INDEX OF EXHIBITS: Exhibit Description Provided by' A Fee Schedule Manager B SEC Registration Manager C Manager's CertlfiCate of Authority to transact business in Florida Manager D SEC Form ADV, Part II Manager E Investment Policy Guidelines Fund F ERISA Technical Release No. 86-1 Fund G Custodian Agreement Fund H Proxy Voting Policy Fund I Manager's Fidelity Bond Manager J Manager's E&O Policy Manager EXHIBIT A VILLAGE OF TEQUESTA PUBLIC SAFETY OFFICERS' PENSION FUND Annual Equity Investment Management Fees 70 basis points (.70%) Annual Fixed Income Investment Management 40 basis points (.40%) Fees are calculated and payable quarterly SWORN STATEMENT UNDER SECTION 287.133(3)(a) FLORIDA STATUES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted with the engagement agreement between ROCKWOOD CAPITAL ADVISORS, LLC, and the BOARD OF TRUSTEES OF TEQUESTA PUBLIC SAFETY EMPLOYEES' PENSION FUND. 2. This sworn statement is submitted by ROCKWOOD CAPITAL ADVISORS, LLC, whose business address is 1401 SOUTH BRENTWOOD BOULEVARD, SUITE 400, ST. LOUIS, MISSOURI, 63144-1440, and whose Federal Employer Identification Number (FEIN) is: 43-1775815 3. I understand that a "public entity crime" as defined in §287.133(1)(8), Florida Statutes, means a violation of any state or 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 policy subdivision and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material representation. 4. I understand that "convicted" or "conviction" as defined in ¶287.133(1)(b), Florida Statutes, 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 by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 5. I understand that "affiliate" as defined in ¶287.133(1)(a), Florida Statutes, 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, directors, 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. Page 1 of 2 r 6. I understand that a "person" as defined in¶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, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, 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, oragents who are active in the managementof ROCKWOOD CAPITALADVISORS, LLC, the entity, norany affiliate of the entity, have been convicted of a public entity crime subsequent to July 1, 1989. BY THE FIRM OF: ROCKWOOD CAPITAL ADVISORS LLC (Please entername of company) Signature: By: (Please print Name o/Person Signing for Firm) Date: STATE OF MISSOURI COUNTY OF ST. LOUIS Sworn to (or affirmed) and subscribed before me this _ day of , 20_ by identification. or who is personally known to me. [ Notary Seal ] produced as Notary Public /ka October 7, 2003 Updated: November 10, 2004 H:\Tequesta PS 1011\Vendorsllnv MgrlRockwood\287133(3)(A) Sworn.wpd Page 2 of 2