HomeMy WebLinkAbout910043.tiff RESOLUTION
RE: APPROVE INVESTMENT AGREEMENT WITH DENMAN AND COMPANY AND AUTHORIZE CHAIRMAN TO
SIGN
WHEREAS , the Board of County Commissioners of Weld County, Colorado, pursuant
to Colorado statute and the Weld County Home Rule Charter, is vested with the
authority of administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Investment Agreement, with the
terms and conditions being as stated in said Agreement, and
WHEREAS, after review, the Board deems it advisable to approve said Investment
Agreement, a copy of which is attached hereto and incoporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Investment Agreement be, and hereby is , approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is ,
authorized to sign said Agreement.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 9th day of January, A.D. , 1991.
� BOARD OF COUNTY COMMISSIONERS
ATTEST: WELD COU T COLORADO
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Weld County Clerk to the Boar
Go on L C rman
By: - ---
' Deputy 1 c to the Board -orge Kennedy, Pro-Tem
APPROVED,AS TO FORM: onst���y�y
ance L. Harbert
_� 4 a 1/.ice
F ‘r
,Gounty Attorney C. W. Kirby
W- )
W. H. Webster
910043
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D E N M A N
COMPANY
WELD COUNTY
COLORADO
January 10, 1991
Weld County Treasurer
P.O. Box 458
Greeley, Colorado 80632
Mr. Mike Loustalee
By executing this Letter of Agreement, the Treasurer in and for weld County, state of Colorado ('Client'),
agrees to retain Denman and Company. (Denman') as an assistant for the limited and specific purpose
of providing financial and investment advice, beginning on January, 10, 1991, and continuing until December
27, 1991.
Not later than January 10, 1991, Client will designate, and will thereafter maintain during the term of
ibis Agreement, a fund consisting of U.S. Government Securities or the proceeds thereof or the interest
earned thereon totalling not less than $4,350,000.00 to be held in an account with a broker/dealer or
custodial bank selected by Client. Client shall at all limes have title to, and management control of, the
assets held in such account which shall be known as the "Client Account". Denman shall provide advice
to Client on the purchase and sale of securities held in the Client Account.
Denman may place direct orders for the purchase and sale of such securities if client authorizes Denman
to do so. Denman shall only direct the purchases of securities with the maturities approved by Client.
The investment advice and recommendations to be provided by Denman hereunder shall be designed for
the sole purpose of enabling Client to maximize profits and minimize losses from the purchase and sale of
U.S. Government securities in the Client Account. Client, however, acknowledges that Denman has made
no representations that it can achieve a particular result, or provide any assurance against losses in the
Client Account.
Denman shall not in any way be liable for the accuracy of the information on which its advice or actions
were based, provided Denman acted in good faith. The foregoing sentence shall apply to all partners,
officers, directors, employees, independent contractors, agents and affiliates of Denman. Client understands
and acknowledges that Denman may perform similar services for a limited number of qualified clients,
provided, however, that no advice or information provided to such clients shall be inconsistent with the
advice provided to Client or contrary to the best interest of Client.
Client shall compensate Denman for its services as Billows:
A. ADVANCE FEE
An advance fee as a percent of assets deposited in the Client Account by Client as of 5:00 P.M.
Eastern Time on the last day of each month (the "Advance Fee"). This fee shall be billed monthly and shall
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Institutional Portfolio Management, 999 18th St., Suite 2540, Denver, CO 80202 • (303) 296-8877 • FAX: (303) 291-9684
be due and payable within ten (10) days of the date of receipt by Client of the invoice. However, Denman
shall never draw more than the actual "earned fee" for any period.
.05% per month on assets under management
B. FEE ADJUSTMENT
1. Performance Fee Basis Calculation
A performance fee shall be payable to Denman based on that portion of the total return from
investments that exceed the annual rate of return of 8.00%. This performance fee shall be calculated
annually and shall be:
The net cumulative results of (i) all completed purchase and sale transactions, and (ii) all
unrealized profits and losses, calculated based on the value of cash equivalents as of 5:00 P.M. Eastern Time
and the Anniversary Date, and (iii) all interest earnings, actual and accrued; the addition of (i), (ii), and
(iii) minus the product of the average account balance for the year multiplied by 5.00%, APR, shall be the
"Performance Fee Basis".
2. Performance Fee Calculation
The performance fee shall be determined as follows (the 'Performance Fee"):
Thirty three and one third percent (33 1/3%) of the Performance Fee Basis.
3. Base Fee Adjustment
If the Base Fee is less than the Performance Fee, Client shall pay Denman an additional sum
equal to the difference between the Base Fee and the Performance Fee. Such additional amounts shall be
due and payable within ten (10) days after the date of receipt by Client of the invoice.
A formula illustrating Fee computation is set forth in Schedule 1, attached hereto. Client acknowledges
separate receipt, prior to the execution of this Agreement of a copy of Schedule 1 and Part II of Form
ADV, as attached hereto.
Client Initial
Nothing contained in this Agreement, whether expressed or implied, is intended to confer any right or
benefit upon any person or entity other than the parties hereto, and their respective successors and assigns.
Subject to the restrictions against assignments herein, this Agreement shall inure to the benefit of, and
shall be binding upon the assigns, successors in interest, personal representatives, estates, heirs, and legatees
of each of the parties hereto.
The waiving of any of the provisions of this Agreement by any party shall be limited to the particular
instance involved, and shall not be deemed to waive any other term of the Agreement.
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This Agreement contains the entire agreement of the parties hereto, and supercedcs any prior written or
oral agreements between them concerning the subject matter herein. There are no representations,
agreements, arrangements,or understandings, oral or written, between and among the parties hereto, relating
to the subject matter contained in this Agreement which are not fully expressed herein.
This Agreement is not assignable by Client and may not be assigned by Denman without written consent
of Client. It may be amended at any time by mutual agreement in writing. It is understood that this
Agreement will be governed by and construed in accordance with the laws of the State of Colorado.
In the event of any controversy, claim, or dispute between the parties hereto, arising out of, or relating
to, the Agreement, or the breach thereof, the prevailing party shall be entitled to recover from the losing
party reasonable attorneys' fees and costs.
Any controversy or claim arising under of relating to this Agreement, or and breach thereof, shall be
settled by arbitration in Denver County, Colorado, in accordance with the rules of the American Arbitration
Association.
DENMAN AND COMPANY
By jte-er--rPC-frt--,o2V
SfEEN RONLOV, Via; President
ACCEPTED: WELD COUNTY
C
Mil E LOUSTALET, Treasurer
By
G R rman
Boardof County ommissioners
ATTEST:ATTEST: Lia/A7g
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(/ a4e,;‘�%7
V/ELD/C0LJIJY CLERK TO Irr;E BOARD
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DEPUTY CLERK TO THE B0fifi,U_
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SCHEDULE 1
CALCULATION OF FEE ADJUSTMENT FOR PERFORMANCE
BME = Benchmark Earnings
TAE = Total Account Earnings
BMY = Benchmark Yield (S%a APR)
PFB = Performance Fce Basis
AF = Advance Fee
AAV = Average Account Value
PF = Performance Fee
M% = Performance Fee Multiplier
I = Interact Income
RG = Realized Gains
RL = Realized Losses
UG = Unrealized Gains
UL = Unrealized Losses
(RG - RL) = Net realized gain/loss
(UG - UL) = Net unrealized gain/loss
(RG - RL) + (UG - UL) + (1) = TAE
BMY x AAV = BME
TAE - BME = PFB
M% x PFB = PF
If PF is greater than AF, $ difference is remitted to Denman
INFORMATION CONCERNING PERFORMANCE FEE
A 12-month period is used to measure investment performance in order to avoid giving a disproportionate
effect to very short-term gains or losses and to establish a sufficient performance period to more fairly
reflect investment performance over time. However, fees paid using this 12-month performance fee basis
may result in a higher or lower fee than if the fee were based on any different time period.
The performance fee basis also takes into account both unrealized profits and losses. Therefore, Denman
may receive fees based on unrealized gains, or have its fees reduced based on unrealized losses.
The undersigned understands that the fee under the Management Agreement may be substantially higher
than the fee charged by many investment advisors.
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