HomeMy WebLinkAbout941641.tiff ASSET MANAGEMENT SERVICES AGREEMENT
between
Miller Anderson &Sherrerd
One Tower Bridge
West Conshohocken,Pennsylvania 19428
and
Weld County Pension Trust
915 Tenth Street
Greeley, CO 80631
effective
December 15, 1994
941641
11e
Miller Anderson & Sherrerd (the "Adviser") is a partnership (the "Partnership") formed in 1969
and is located at One Tower Bridge, West Conshohocken, Pennsylvania 19428. The Adviser
provides investment counseling services to employee benefit plans, endowment funds,
foundations and other institutional investors.
The Adviser serves as investment adviser for MAS Funds (the "Fund"), an Investment Company
as defined under the Investment Company Act of 1940, subject to Securities and Exchange
Commission regulation,commonly known as a"mutual fund." Miller Anderson & Sherrerd also
serves as Administrator to the Fund. The Adviser represents and warrants that it is an investment
manager as defined in Section 3(38) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") and that it will notify Weld County Pension Trust ("Weld County") of
any change in its status as such an investment manager. The Fund was established under
Pennsylvania law by a Declaration of Trust dated February 15, 1984. The Fund manages assets
in accordance with its objectives and policies for its shareholders which include corporations,
pension and profit sharing plans and other employee benefit trusts and to charitable, educational,
religious and other similar institutions.
Weld County desires to utilize the Adviser's investment services through investing in the Fund
with respect to certain assets thereafter referred to as "the Account". The Adviser is willing to
provide its services through investment in shrs of the Fund. By its acceptance of this
Agreement. the Adviser acknowledges that it is a fiduciary with respect to Weld County, with
regard to investment of the Account, and assumes the duties,responsibilities and obligations of a
fiduciary under ERISA.
Therefore, in addition to the representations, warranties and covenants made above, the Adviser
and Weld County agree as follows:
1. SERVICES PROVIDBD BYTHE ADVISER.
A. The Adviser will serve as an investment manager for Weld County, with regard to the
Account
B. The Adviser will conduct, at the request of Weld County, regular client meetings to (i)
review the investment program which the Adviser has implemented; and (ii) review the
investment results of the Fund; and (iii) provide such other assistance with respect to the
investment of the assets which Weld County shall reasonably request The Adviser shall receive
no additional compensation for provision of these services.
2. REPORTS,
A. Weld County will receive the following reports from the Adviser or Fund: (i) Portfolio
Valuations (Semi-Annually or as requested); (ii) Cumulative Transaction Statements (following
a purchase, sale or distribution); (iii) Semi-Annual Financial Statements for the Fund(March 31 -
unaudited and September 30-audited).
B. The Adviser will also provide such other reports and analyses concerning the investment
performance of the Fund as shall be reasonably requested.
3. FEES
A. The only compensation for services rendered by the Adviser shall be the fees paid to it by
and subject to any agreements with the Fund, whereby each Pordolio in the Fund pays the
Adviser a fee calculated by applying a prorated annual rate to the Portfolio's average daily net
assets for the period. These fees shall include any administrative fees payable to Miller
Anderson tit Sherrerd as Administrator :o the Fund.
B. The current version of the Prospectus for the Fund shall set forth a description of all
applicable fees.
C. All fees charged, including Advisory and Administration fees, are charged directly to the
Fund, and deduction of those fees is reflected in the daily calculation of net asset values. The
Net Asset Value Per Share of each Portfolio is determined by dividing the total market value of
the Portfolio's investments and other assets, less any liabilities (which include daily accrual in
anticipation of fees payable to the Adviser and other fees), by the total outstanding shares of the
Portfolio.
4. ASSIGNMENT, No assignment of this Agreement shall be made by either patty hereto,
and the Adviser shall not make an "assignment" of this Agreement as that term is defined in
Section 202(a) (1) of the Investment Advisers Act of 1940, without the written consent of Weld
County.
5. EFFECTIVE DATE AND DURATION OF AGREEMENT, This Agreement shall
become effective on December 15, 1994, and shall continue in effect until terminated by either
party as provided in Section 6,below.
6. TERMINATION AND AGREEMENTS UPON TERM:NATION. This Agreement may
be terminated by either party under the following circumstances and in the following manner: •
A. Weld County may terminate this Agreement at any time without penalty upon written
notice to the Adviser. A complete or substantially complete redemption of shares of the Fund
held by the Weld County shall be treated as and result in immediate termination of the
Agreement.
B. The Adviser may terminate this Agreement at any time without penalty upon 30 days'
written notice to Weld County.
C. Upon either party's termination of this Agreement pursuant to Section 6(A) or (B) above,
Weld County agrees to redeem within 30 days all shares of the Fund which the Weld County
holds; and in the event Weld County fails to do so,Weld County hereby irrevocably appoints the
Adviser as its agent and authorizes the Adviser to effect such redemption and transmit the
proceeds.
•
• 7. p4RTNFRSHT? CHANGES. The Adviser will notify Weld County within a reasonable
period of time of changes in the Partnership.
8. AMENDMENT. This agreement may be amended at any time by written agreement
between Weld County and the Adviser.
9. DELIVERY OF DOCUMENTS. Weld County hereby acknowledges receipt of the
Fund's current prospectus.
10. APPLICABLE LAW, To the extent that state law shall not have been preempted by the
provisions of any laws of the United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed, and enforced
according to the laws of the Commonwealth of Pennsylvania.
11. NOTTCES. Notices hereunder shall be in writing and shall be delivered or mailed by
first-class mail,postage prepaid,to the principal business office of the recipient.
ACCEPTED AND AGREED TO:
Weld County Pension Trust
By:
Title: l'i1.4:_ on. a- . •
—
Miller Anderson at Sherrerd
By: .
Partner
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