Common use of Services of Manager Clause in Contracts

Services of Manager. By execution of this Agreement, the Manager accepts appointment as investment manager for the Investment Account with full discretion and agrees to supervise and direct the investments of the Investment Account in accordance with and subject to: (1) the written investment objectives, policies, guidelines and restrictions of the Client as the same may be amended by the Client from time to time; (2) any written instructions that may be provided by Client to Manager from time to time; (3) Iowa Code Chapter 602 Article 9 and Chapter 97A and any other applicable laws, rules and regulations; and (4) the terms and conditions of this Agreement. Manager shall exercise the highest standard of care in investing and reinvesting allocated funds and in fulfilling all other obligations expected of both a fiduciary and a prudent, professional investment manager of a public pension fund. Without limiting the foregoing, the Manager shall, at a minimum, discharge its duties solely in the best interests of the System and its participants and beneficiaries and with the judgment, care, skill, prudence and diligence under the circumstances then prevailing that a prudent fiduciary and professional investment manager acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Manager will immediately notify the Client in writing as soon as it becomes aware that any investments made for the Investment Account are inconsistent with such objectives, policies, guidelines, restrictions, instructions, laws, rules or regulations. The Client’s Investment Policy, a copy of which is attached as Appendix A, is incorporated herein by reference. Manager agrees to comply with all of the terms, conditions, requirements and guidelines contained in Client’s Investment Policy, as the same may be amended by Client from time to time. Manager shall provide proper instructions to the Custodian and immediate and identical copies of such instructions to the Client by written facsimile or through Depository Trust Company (“DTC”), regarding the terms of each and every ordered, canceled or corrected transaction as well as each and every instruction for a corporate action. Such instruction shall be in accordance with policies and practices of the Custodian and shall include, without limitation, the following terms as appropriate to the particular transaction: the counterparty, the counterparty’s agent for settlement, the identification of the security, the series of such security, the issuer of the security, the amount of the security, the U.S. dollar value of the security, location for settlement of the transaction, the date on which the transaction is to settle, and the net settlement amount. Manager shall order each transaction for settlement upon a delivery-versus-payment basis, unless Manager requests and receives prior written authorization from the Client. Upon notice for a request for a corporate action by the Custodian, the Manager shall make its decision and instruct the Custodian to act in accordance with the decision. The Manager shall instruct the Custodian regarding a corporate action in time to enable the Custodian to act on the Client's behalf. Corporate actions shall include, but are not limited to, calls, maturities of securities, and expirations of rights in connection therewith. Manager shall, on a monthly basis, reconcile all securities, units, assets, cash, and income between Manager's records and the records of the Custodian. The Client shall cause the Custodian to provide monthly statements of securities, cash and income to Manager for such purpose. Manager shall provide Client with periodic reports and information relating to the Manager's investment strategy and other pertinent information relating to the investment of the Client funds, in accordance with Client’s Investment Policy or as otherwise requested by Client. This shall include, without limitation, monthly and quarterly reports to the Treasurer that contain the information specified in the Client’s Investment Policy or such other information as the Treasurer may reasonably request. Each quarter the Manager should complete a questionnaire for Client’s consultant. Reports will also be provided which contain the Manager's current conflict of interest policies and any recommended policy changes to Client’s Investment Policy. Manager shall at all times keep the Client informed regarding: the Manager's portfolio management processes, procedures, practices, policies and capabilities, and the Manager's personnel assigned to the Investment Account. The Manager shall promptly notify the Client of any material change in Manager’s processes, procedures, policies, practices or capabilities, or any material change in Manager's personnel assigned to the Investment Account. Manager shall, at Manager’s sole expense, conduct or participate in public meetings on a periodic basis (not less than two times per calendar) to provide information concerning the investment performance of the Investment Account and the Manager's investment outlook and strategy for the Investment Account. Manager shall establish, maintain and enforce a system of internal controls, policies and procedures reasonably designed to ensure compliance with applicable legal and regulatory requirements and with the Manager’s policies. Such system shall include, but not be limited to, an internal audit review, conducted not less frequently than annually, reasonably designed to ensure that such internal controls, policies and procedures are being maintained and enforced. Manager shall provide written notice to the Client immediately upon receipt of an internal or independent audit review which indicates there is material weakness in Manager's system of internal controls, when that weakness relates to the type of services performed by Manager pursuant to this Agreement. Such notice shall include a detailed description of such weakness and of any curative measures undertaken or to be undertaken by Manager. Manager shall continually monitor its compliance with this Agreement and shall notify the Client in writing of any failure of Manager to comply with this Agreement. This notice shall be provided within three business days following the date Manager becomes aware of its noncompliance. Manager shall immediately notify the Client by telephone upon the receipt of information indicating possible risks of seizure, loss or loss of use of Client’s property. Such seizures or losses include, without limitation, losses arising from political disturbances or market abnormalities in foreign countries. Any such telephonic notice shall be followed by written notice to the Client within 24 hours. Manager shall provide immediate written notice to the Client of the commencement of any proceeding, suit or action, whether civil or criminal, against Manager or any director, officer, employee or affiliate of Manager: (a) if such proceeding, suit or action arises out of a violation or alleged violation by any such person or entity of any state or federal securities law, rule or regulation;

Services of Manager. By execution of this AgreementSubject to such express restrictions or limitations on its authority and to such written instructions as may from time be imposed or given by Owner, the Manager accepts appointment as investment manager shall, on behalf and for the Investment Account with full discretion account of Owner: A. Use its best efforts to lease and agrees keep leased to supervise and direct the investments of the Investment Account in accordance with and subject to: (1) the written investment objectives, policies, guidelines and restrictions of the Client as the same may be amended by the Client from time to time; (2) any written instructions that may be provided by Client to Manager from time to time; (3) Iowa Code Chapter 602 Article 9 and Chapter 97A and any other applicable laws, rules and regulations; and (4) the terms and conditions of this Agreementdesirable tenants all space held for lease. Manager shall exercise lease the highest standard Premises with each lease identifying Owner (or the trade name of care in investing the Premises) as the title holder of the Premises and reinvesting allocated funds and in fulfilling all other obligations expected owner of both a fiduciary and a prudent, professional investment manager of a public pension fundthe lease. Without limiting the foregoingprior approval of Owner, no lease, including renewal options, shall exceed (i) one year for apartment leases, (ii) ten years for office or warehouse leases or (iii) twenty years for shopping center leases. In the event that a lease contract contemplated to be entered into by Manager shall, at a minimum, discharge its duties solely in the best interests name of the System and its participants and beneficiaries and with Owner is not within the judgment, care, skill, prudence and diligence under the circumstances then prevailing that a prudent fiduciary and professional investment manager acting in a like capacity and familiar with such matters would use limitations set forth in the conduct preceding sentence, such lease contract shall be first subject to the written approval of an enterprise of like character and with like aims. Manager will immediately notify the Client in writing as soon as it becomes aware that any investments made for the Investment Account are inconsistent with such objectivesOwner, policies, guidelines, restrictions, instructions, laws, rules or regulations. The Client’s Investment Policy, a copy of which is attached as Appendix A, is incorporated herein by reference. Manager agrees to comply with all of the terms, conditions, requirements and guidelines contained in Client’s Investment Policy, as the same may approval shall not be amended by Client from time to timeunreasonably withheld. Manager shall provide proper instructions advise Owner personally or by certified mail of any such proposed lease or amendment thereto. If Owner fails to the Custodian and immediate and identical copies advise Manager within ten (10) days after receipt of such instructions to the Client by written facsimile or through Depository Trust Company (“DTC”)notice, regarding the terms of each and every ordered, canceled or corrected transaction as well as each and every instruction for a corporate action. Such instruction it shall be presumed that Owner granted Owner's written approval thereto and, accordingly, Manager shall be authorized to execute such lease contract in accordance with policies and practices the name of Owner without being in violation of Manager's duties hereunder. All leases of the Custodian and Premises shall includeremain the property of Owner and, regardless of their terms, copies shall be promptly provided to Owner. Manager shall have the right, without limitationprior consent, at Owner's expense, to repair, alter, modify and improve (as distinguished from expansion) the following terms existing structures, in connection with any such lease; prior approval, however, of Owner to be secured by Manager on all such matters involving costs in excess of Twenty-Five Thousand Dollars ($25,000.00) for any one item. Manager may collect from lessees, security deposits as appropriate to deposits for the particular transaction: performance under the counterparty, the counterparty’s agent for settlement, the identification of the security, the series of such security, the issuer of the securityleases, the amount of such security deposits to be for such sum as is customary in the security, the U.S. dollar value locality of the security, location for settlement said real estate. Failure by Manager to obtain any security deposit shall not constitute any nature of the transaction, the date on which the transaction is to settle, and the net settlement amount. default by Manager shall order each transaction for settlement upon a delivery-versus-payment basis, unless Manager requests and receives prior written authorization from the Client. Upon notice for a request for a corporate action by the Custodian, the Manager shall make its decision and instruct the Custodian to act in accordance with the decisionhereunder. The Manager security deposits, as collected, shall instruct be paid over each month to Owner following the Custodian regarding a corporate action in time to enable the Custodian to act on the Client's behalf. Corporate actions shall include, but are not limited to, calls, maturities month of securities, and expirations of rights in connection therewith. Manager shall, on a monthly basis, reconcile all securities, units, assets, cash, and income between Manager's records and the records of the Custodian. The Client shall cause the Custodian to provide monthly statements of securities, cash and income to Manager for such purpose. Manager shall provide Client with periodic reports and information relating to the Manager's investment strategy and other pertinent information relating to the investment of the Client funds, in accordance with Client’s Investment Policy or as otherwise requested by Client. This shall include, without limitation, monthly and quarterly reports to the Treasurer that contain the information specified in the Client’s Investment Policy or such other information as the Treasurer may reasonably request. Each quarter the Manager should complete a questionnaire for Client’s consultant. Reports will also be provided which contain the Manager's current conflict of interest policies and any recommended policy changes to Client’s Investment Policy. Manager shall at all times keep the Client informed regarding: the Manager's portfolio management processes, procedures, practices, policies and capabilities, and the Manager's personnel assigned to the Investment Account. The Manager shall promptly notify the Client of any material change in Manager’s processes, procedures, policies, practices or capabilities, or any material change in Manager's personnel assigned to the Investment Account. Manager shall, at Manager’s sole expense, conduct or participate in public meetings on a periodic basis (not less than two times per calendar) to provide information concerning the investment performance of the Investment Account and the Manager's investment outlook and strategy for the Investment Account. Manager shall establish, maintain and enforce a system of internal controls, policies and procedures reasonably designed to ensure compliance with applicable legal and regulatory requirements and with the Manager’s policies. Such system shall include, but not be limited to, an internal audit review, conducted not less frequently than annually, reasonably designed to ensure that such internal controls, policies and procedures are being maintained and enforced. Manager shall provide written notice to the Client immediately upon receipt of an internal or independent audit review which indicates there is material weakness in Manager's system of internal controls, when that weakness relates to the type of services performed by Manager pursuant to this Agreement. Such notice shall include a detailed description of such weakness and of any curative measures undertaken or to be undertaken collection by Manager. Manager shall continually monitor its compliance with this Agreement and shall notify the Client in writing of any failure of Manager to comply with this Agreement. This notice shall be provided within three business days following the date Manager becomes aware of its noncompliance. Manager shall immediately notify the Client by telephone upon the receipt of information indicating possible risks of seizure, loss or loss of use of Client’s property. Such seizures or losses include, without limitation, losses arising from political disturbances or market abnormalities in foreign countries. Any such telephonic notice shall be followed by written notice to the Client within 24 hours. Manager shall provide immediate written notice to the Client of the commencement of any proceeding, suit or action, whether civil or criminal, against Manager or any director, officer, employee or affiliate of Manager: (a) if such proceeding, suit or action arises out of a violation or alleged violation by any such person or entity of any state or federal securities law, rule or regulation;.

Services of Manager. By execution of this Agreement, the Manager accepts appointment as investment manager for the Investment Account with full discretion and agrees to supervise and direct the investments of the Investment Account in accordance with and subject to: (1) the written investment objectives, policies, guidelines and restrictions of the Client System as the same may be amended by the Client System from time to time; (2) any written instructions that may be provided by Client Treasurer to Manager from time to time; (3) Iowa Code Chapter 602 Article 9 and Chapter 97A and any other applicable laws, rules and regulations; and (4) the terms and conditions of this Agreement. Manager shall exercise the highest standard of care in investing and reinvesting allocated funds and in fulfilling all other obligations expected of both a fiduciary and a prudent, professional investment manager of a public pension fund. Without limiting the foregoing, the Manager shall, at a minimum, discharge its duties solely in the best interests interest of the System and its participants and beneficiaries and with the judgment, care, skill, prudence and diligence under the circumstances then prevailing that a prudent fiduciary and professional investment manager man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Manager will immediately notify the Client Treasurer in writing as soon as it becomes aware that any investments made for the Investment Account are inconsistent with such objectives, policies, guidelines, restrictions, instructions, laws, rules or regulations. The ClientSystem’s Investment Policy, a copy of which is attached as Appendix A, is incorporated herein by reference. Manager agrees to comply with all of the terms, conditions, requirements and guidelines contained in ClientSystem’s Investment Policy, as the same may be amended by Client System or Treasurer from time to time. Manager shall provide proper instructions to the Custodian and immediate and identical copies of such instructions to the Client Treasurer by written facsimile or through Depository Trust Company (“DTC”), regarding the terms of each and every ordered, canceled or corrected transaction as well as each and every instruction for a corporate action. Such instruction shall be in accordance with policies and practices of the Custodian and shall include, without limitation, the following terms as appropriate to the particular transaction: the counterparty, the counterparty’s agent for settlement, the identification of the security, the series of such security, the issuer of the security, the amount of the security, the U.S. dollar value of the security, location for settlement of the transaction, the date on which the transaction is to settle, and the net settlement amount. Manager shall order each transaction for settlement upon a delivery-versus-payment basis, unless Manager requests and receives prior written authorization from the ClientTreasurer. Upon notice for a request for a corporate action by the Custodian, the Manager shall make its decision and instruct the Custodian to act in accordance with the decision. The Manager shall instruct the Custodian regarding a corporate action in time to enable the Custodian to act on the Client's System’s behalf. Corporate actions shall include, but are not limited to, calls, maturities of securities, and expirations of rights in connection therewith. Manager shall, on a monthly basis, reconcile all securities, units, assets, cash, and income between Manager's records and the records of the Custodian. The Client Treasurer shall cause the Custodian to provide monthly statements of securities, cash and income to Manager for such purpose. Manager shall provide Client Treasurer with periodic quarterly reports and information relating to the Manager's investment strategy and other pertinent information relating to the investment of the Client System’s funds, in accordance with ClientSystem’s Investment Policy or as otherwise requested by ClientTreasurer. This shall include, without limitation, monthly and quarterly reports to the Treasurer that contain the information specified in the ClientSystem’s Investment Policy or such other information as the Treasurer may reasonably request. Each quarter the Manager should will complete a questionnaire for Client’s consultantTreasurer. Reports will also be provided which contain the Manager's current conflict of interest policies and any recommended policy changes to ClientSystem’s Investment Policy. Manager shall at all times keep the Client Treasurer and the Custodian informed regarding: the Manager's portfolio management processes, procedures, practices, policies and capabilities, and the Manager's personnel assigned to the Investment Account. The Manager shall promptly notify the Client Treasurer of any material change in Manager’s processes, procedures, policies, practices or capabilities, or any material change in Manager's personnel assigned to the Investment Account. Upon the Treasurer’s or System’s request, Manager shall, at Manager’s sole expense, conduct or participate in public meetings on a periodic basis (not less than two times per calendar) to provide information concerning the investment performance of the Investment Account and the Manager's investment outlook and strategy for the Investment Account. Manager shall establish, maintain and enforce a system of internal controls, policies and procedures reasonably designed to ensure compliance with applicable legal and regulatory requirements and with the Manager’s policiespolicies and the System’s Investment Policy. Such system shall include, but not be limited to, an internal audit review, review conducted not less frequently than annually, reasonably designed to ensure that such internal controls, policies and procedures are being maintained and enforced. Manager shall provide written notice to the Client Treasurer immediately upon receipt of an internal or independent audit review which indicates there is material weakness in Manager's system of internal controls, when that weakness relates to the type of services performed by Manager pursuant to this Agreement. Such notice shall include a detailed description of such weakness and of any curative measures undertaken or to be undertaken by Manager. Manager shall continually monitor its compliance with this Agreement and shall notify the Client Treasurer in writing of any failure of Manager to comply with this Agreement. This notice shall be provided within three business days following the date Manager becomes aware of its noncompliance. Manager shall immediately notify the Client Treasurer by telephone upon the receipt of information indicating possible risks of seizure, loss or loss of use of ClientSystem’s propertyproperty or assets. Such seizures or losses include, without limitation, losses arising from political disturbances or market abnormalities in foreign countries. Any such telephonic notice shall be followed by written notice to the Client Treasurer within 24 hours. Manager shall provide immediate written notice to the Client Treasurer of the commencement of any proceeding, suit or action, whether civil or criminal, against Manager or any director, officer, employee or affiliate of Manager: (a) if such proceeding, suit or action arises out of a violation or alleged violation by any such person or entity of any state or federal securities law, rule or regulation;; (b) if such proceeding, suit or action alleges that any such person or entity has committed an act involving dishonesty or fraud; or (c) if an action or unfavorable determination in such proceeding, suit or action would have a material adverse effect on Manager's financial condition or might otherwise interfere with the performance of Manager's duties under this Agreement. Manager shall communicate to the Treasurer any other material information or matter that pertains to the Investment Account. Manager shall obtain all appropriate information regarding any failed settlement of a transaction, and in cooperation with the Custodian, Manager shall take prompt action to resolve each and every failed settlement. The Manager shall communicate on a daily basis with the Custodian, and on a weekly basis with the Treasurer, to resolve any and all existing unresolved failed settlements. Prior to executing this Agreement, Manager shall provide the Treasurer with its current audit letter, prepared by an independent auditor. During the course of this Agreement, Manager shall submit updated audit letters, prepared by an independent auditor, to the Treasurer on an annual basis within 30 calendar days of receipt of the letter by Manager. In addition, the Manager shall provide any annual audited financial report pertaining to the Investment Account within 30 calendar days of Manager’s receipt of the audited report.