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11
II
II
I
DISCRETIONARY
INVESTMENT
MANAGEMENT
AGREEMENT
This
Discretionary
Investment
Management
Agreement
made
this
~ ~
day
of
s e y 1 ~
h,
1 9 ~ ' - - b y
and
between
the
SERVICE
EMPLOYEES
PENSION
i
FUND
OFUPSTATE
NEW
YORK,
and
the
Trusteesofsaid
Fund
(hereinafter
referredto
as
the
"Board"),
and
WRIGHT
INVESTORS'SERVICE,
INC.
(hereinafterreferred
to
as
the
lIInvestment
Manager
ll
),
WIT
NE
SSE
TH
WHEREAS,
a
pension
plan
(hereinafterreferred
to
as
"Plan"),
has
been
established
by
the
Board.
WHEREAS,
under
Article
VI
Section
4(b)
ofsaid
Agreement
and
Declaration
of
Trustthe
Board
is
empowered
to
qesignate
an
Investment
Manager
for
the
purpose
of
investing
all
or
such
part
of
the
funds
of
the
Service
Employees
Pension
Fund
ofUpstate
New
York
as
may
be
designated
by
the
Board
for
investment
byany
Investment
Manager;
and
WHEREAS,
the
Board
desires
the
Investment
Manager
hereunder
to
manage
and
invest
such
funds,
and
said
Investment
Manager
is
willingto
manage,and
invest
such
funds
pursuant
to
the
terms
of
this
Agreement;
NOW,
THEREFORE,
in
considerationofthe
premises
and
of
the
mutual
covenants
herein
contained,
the
Boardand
the
Investment
the
Board
appoints
the
IIInvestmentManager",
as
the
Boardls
attorney-
Pursuant
to
the
authority
granted
under
theTrust
Agreement,
.
I
Managerdo
hereby
covenant
and
agree
asfollows:
I
II
II
I
GOVERNMENT
EXHIBIT
GF-2
 
in-fact
toinvest
and
reinvest
the
assets
received
and
deposited
with
the
custodian
for
investment
by
the
Investment
Manager,
as
fully
as
the
Board
itself
could
do.
The
Investment
Manager
hereby
accepts
this
appointment,
hereby
acknowledges
that
it
is
a
fiduciary
with
respect
to
this
Plan,
and
agrees
to
supervise
and
direct
the
investment
of
the
assets
of
the
Fund
in
accordancewith
(i)
the
written
investment
guidelines
(the"InvestmentGuidelines")
simultaneously
delivered
herewith
to
the
Investment
Manager
by
the
Boardand,
(ii)
the
current
funding
policy
and
method
that
have
been
established
tocarry
out
theobjectives
of
the
plan
as
communicated
to
the
Investment
Manager.
SUbject
to
theattached
Investment
Guidelines,
the
Investment
Manager
may,
in
its
full
discretion
and
without
obligation
on
its
part
to
give
prior
notice
to
the
Board,
(a)buy,
sell,
exchange,
convert
and
otherwise
trade
in
any
stocks,
bondsand
other
securities,
and
(b)
establish
and
execute
security
transactions,
throughaccountswithsuch
brokers
or
dealers
as
the
Investment
Manager
may
select,
except
to
theextent
otherwise
directed
by
the
Board;
provided,
however,
that
all
such
activities
shall
be
conducted
in
a
manner
consistent
with
the
Investment
Guidelines,
the
InvestmentManager's
obligations
hereunder,
and
the
requirements
of
the
Employee
Retirement
Income
Security
Act
of
1974,
as
amended
(the
t1Act").
The
Board
may
from
time
to
time
amend
the
Investment
Guidelines;
provided,
however,
that
the
Investment
Manager
will
not
be
bound
to
follow
any
such
amended
Investment
Guidelines
until
it
has
received
written
or
actual
noticethereof
from
the
Board.
2
 
The
Investment
Manager
further
certifies
that
it
1S
an
"Investment
Manager
lt
as
that
term
is
defined
in
Section
3(38)
of
the
Act.
The
Investment
Manager
further
agrees
to
maintain
such
dollar
amount
of
liability
insurance
and
bonding
coverage
in
compliance
with
Section
412
of
ERISA
which
shall
be
necessary
to
fully
protect
the
Fundfromany
potential
losses
arising
on
the
accountof
the
actions
of
the
Investment
Manager,
as
permissible
hereunder.
Evidence
ofinsurance
and
bonding
coverage
acceptable
to
the
Board
shall
be
providedannually
by
the
Investment
Manager
to
the
Fund
Administrator
and
shall
provide
that
therewill
be
no
cancellation
without
a
thirty
(30)
day
prior
writtennotice
to
the
Board.
2.
The
Investment
Account
Assets
as
defined
herein
shall
consist
ofcash
and
investments
of
the
Trustdeposited
with
the
custodian
for
investment
by
the
Investment
Manager,
which
shall
be
held
in
a
segregated
account,
plus
all
new
investments,
reinvestments
and
proceeds
ofthe
sale
thereof,
including,
without
limitations,
all
dividends
and
interest
on
investments,
and
all
appreciation
thereof
and
additions
thereto,
less
depreciationthereof
and
withdrawals
therefrom.
3.
The
Investment
Manager
shall
perform
its
duties
hereunderwith
the
care,
skill,
prudence,
and
diligence,
under
the
circumstances
then
prevailing,
that
a
prudent
man
acting
in
a
like
capacity
and
familiar
with
such
matters
would
use
in
the
conduct
of
an
enterprise
of
a
like
character
and
with
like
aims,
and
shall
diversify
the
Investment
Account
Assets
so
as
to
minimize
the
risk
of
largelosses,
3
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