HomeMy WebLinkAboutInvestment Agm Museum Durow Trust/Associated Trust '_. JUN 0 4 20'12
INVESTMENT AGENCY AGREEMENT
Associated Trust Company
Oshkosh Public Museum- Durow Trust Fund("Principal")hereby deposits the assets listed on
the attached Receipt with ASSOCIATED TRUST COMPANY, NATIONAL ASSOCIATION
("Agent"). The Principal and the Agent agree that the assets so deposited in this account, together with
any additional assets deposited by Principal, or any other person with their authority ("deposited
property"), shall be administered in accordance with the provisions of this Agreement and the Oshkosh
Public Museum Durow Trust Fund Investment & Fund Management Policy (IMP), a copy of which is
attached hereto and incorporated herein by reference. Should the IMP change during the course of this
Agreement, Principal shall promptly provide to the Agent a copy of the current policy.
1. Investment Responsibilities. Principal shall have the option from time-to-time by written notice,
signed and acknowledged by Principal, and accepted and acknowledged by Agent, to elect any
one of the following two (2) options, and to change any option previously elected, with respect to
the investment of the deposited property:
1.1 Custody Only. The Principal shall direct the retention, investment, reinvestment, sale,
purchase, exchange, or lease of the deposited property, and the Agent shall be responsible
only for executing with reasonable diligence, such written directions as the Principal may
from time-to-time give to the Agent. At Agent's discretion excess cash may be
temporarily invested in open-end demand notes, savings accounts, commercial paper,
obligations of the United States Government, or its agencies, or similar short term
investments. Agent is specifically authorized to transact purchases and sales through its
Investment Department.
1.2 Full Investment Service: The Agent shall, in its sole discretion, retain, invest, and
reinvest the deposited property pursuant to Paragraph 3 below.
2. Pursuant to Paragraph 1 above, the Principal elects Investment Option 1.2 of said Paragraph until
such time as Principal makes a written request to change the Investment Option.
3. Agent's Powers. Subject to the powers reserved by the Principal in Paragraph 1, the Agent is
empowered to do any act which it considers to be in the best interest of the Principal in the same
manner and to the same extent as the Principal might do with respect to his or her own property.
Without limiting this general grant of power by the following enumeration, it shall include the
power and discretion: to vote or refrain from voting any securities held by Agent, in person or by
proxy; to give limited or unlimited proxies; to take any action in connection with any
reorganization, recapitalization, consolidation, merger, dissolution, liquidation, or similar
transaction involving an organization, or an interest which is held by the Agent; to pay,
compromise, settle, contest, or abandon claims against or in favor of the Principal; to option, sell,
lease, or exchange deposited property or rights; to allocate receipts and disbursements between
principal and income according to generally accepted rules of accounting where there is no
statutory provision therefore, and to charge its expenses and compensation to income regardless of
any statute; to carry deposited property in its own name without disclosure of this agreement or in
the name of any nominee; to distribute principal in cash or in kind, or both, without any
INVESTMENT AGENCY AGREEMENT PAGE 2
requirement that each item be distributed or divided ratably; to retain, invest, and reinvest
deposited property, in property of any kind, including time and demand deposit accounts with the
Agent or affiliate, regardless of any statute or rule of law except that amounts must be within
FDIC insurance limits (including requirements for diversification) regulating Agent investments;
to employ and pay reasonable compensation to agents required or convenient to manage and
protect deposited property which shall be in addition to any compensation to which the Agent is
entitled; and to place orders for the purchase or sale of securities with brokers of its choice. Agent
shall not be liable for any error in judgment, or for any loss resulting from the exercise of any
discretionary power herein conferred upon it in connection with administering the deposited
property, and the Agent shall be fully protected in any action or inaction taken in good faith,
including any action or inaction taken at the advice of the counsel. This shall not protect the agent
from acts of gross negligence and fraud.
4. Distributions. Agent may pay to, or use for the benefit of the Principal such income and principal
of the deposited property, as the Principal requests from time-to-time. Agent shall not be
responsible for the application by other persons of income and/or principal distribution.
5. Termination or Amendment. Principal may by written notice to Agent revoke either in whole or
in part, or amend this Agreement. No amendment changing the powers or duties of the Agent
shall be effective unless approved in writing by the Agent. Upon termination,the Agreement shall
terminate, and all deposited property, less the amount of all reimbursement and compensation.due
Agent, shall be distributed to Principal. Agent may resign by written notice to Principal,
whereupon this Agreement shall terminate, and all deposited property, less the amount of all
reimbursement and compensation due Agent, shall be distributed to the Principal. Principal
understands that any distribution may be delayed depending on the liquidation of the investments.
6. Duties. Agent shall: keep all deposited property safe; collect income and proceeds of sales,
maturities, and redemptions; invest and distribute net income and principal as provided herein;
send periodic statements to the Principal; and per the IMP and upon reasonable request from the
Principal, provide information and attend meetings, including meetings with the Oshkosh Public
Museum Board.
7. Reimbursement and Compensation: Agent shall receive compensation for its services
hereunder, as set forth in its Fee Schedule, attached hereto, and incorporated herein by reference,
subject to its proposal to the City of Oshkosh dated January 13, 2012. The Fees set forth in the
proposal shall not be modified for five years from the date of this agreement. Thereafter, fees may
only be amended through a sixty (60) day notice to the City of Oshkosh and with a written
amendment to this Agreement agreed to by both Principal and Agent.
8. The periodic statements of the account issued by the Agent are acceptable to the Principal as
sufficient notice with respect to the investment transactions in lieu of the detailed notification
within one (1) business day of the date of the transaction, as required by 12 C.F.R. 12.5
9. If Agent is acting in custodial role, no assurances can be made to the accuracy of market values
and estimated annual income figures contained on the periodic statements. These values are
estimates only and have been obtained from sources believed to be reliable.
INVESTMENT AGENCY AGREEMENT PAGE 3
10. The validity and construction of this agreement shall be governed by the laws of the State of
Wisconsin.
IN WITNESS WHEREOF, Principal(s) and Agent have executed this Agreement, as of the
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Peggy SteerrotDirector of Finance Principal Soc. Sec. or Tax ID Number
ASSOCIATED TRUST COMPANY,
NATIONAL ASSOCIATION,AGENT
BY: �
Robert J. rrian
Senior Vice President