2006-048 Agency Agreement with CHUMS Financing Corporation and Local Authority Services LimitedTHE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
BY-LAW NO. 2006-048
A By-law to authorize The Corporation of the Township of Oro-Medonte (The
Corporation) to enter into the Agency Agreement, as defined herein, between
CHUMS Financing Corporation and Local Authority Services Limited,
as Agent, and Eligible Investors with respect to
"ONE - The Public Sector Group of Funds" and to authorize the Treasurer to
execute the necessary documents for that Purpose
WHEREAS the Municipal Act, 2001, S.O. 2001, c. 25, as amended and Ontario
Regulation 438/97 as amended provides that the power of a municipality to invest
money includes the power to enter into an agreement with any other municipality, and
with any school board, college, university, hospital or such other person or classes of
them as may be prescribed by regulation for the joint investment of money by those
parties or their agents;
AND WHEREAS the Corporation proposes to enter into an Agency Agreement dated as
of May 31, 1999(the "Agency Agreement") between CHUMS Financing Corporation, a
duly incorporated subsidiary of the Municipal Finance Officers' Society of Ontario, and
Local Authority Services Limited, a duly incorporated wholly-owned subsidiary of the
Association of Municipalities of Ontario, as Agent, and eligible Investors, and defined
therein, to permit the Corporation to be an investor, through "ONE - The Public Sector
Group of Funds" investment funds for joint investments as set out in schedules to the
Agency Agreement (the Funds);
AND WHEREAS the Council of the Corporation deems it in the interest of the
Corporation to enter into the Agency Agreement and to enroll in the Funds;
NOW THEREFORE the Council of the Township of Oro-Medonte hereby enacts as
follows:
The Agency Agreement attached hereto as Schedule 1 is hereby authorized.
The Treasurer is hereby authorized and directed to enter into and execute the
Agency Agreement and any other necessary documents, including without
limitation, enrollment documents and documents in connection with payment
services for the Fund, and to do anything necessary or desirable, on behalf of the
Corporation, to give effect to the purpose, and the Treasurer is hereby authorized
to affix the corporate seal of the Corporation to the Agency Agreement and to
any other documents which are necessary or desirable to give effect to the
Agency Agreement or to the purpose.
3. This by-law shall take effect on the final passing thereof.
BY-LAW READ A FIRST AND SECOND TIMETHIS 17TH DAY OF MAY, 2006.
BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 17TH DAY OF MAY,
2006.
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
M, 96r, J. Neil Craig
Cler)C, Mari PennyJ
coo
SCHEDULE 1 BY-LAW NO. 2006-48
eJ ucllc S'ira^
SA
AGENCY AGREEMENT
Dated as of May 31, 1999
Between
AGENT
and
ELIGIBLE INVESTORS
MCMILLAN BINCH
BARRISTERS & SOLICITORS
TABLE OF CONTENTS
SECTION I -
INTERPRETATION
1
1.01
Definitions
..1
(a) Agent
..1
(b) Agreement
..1
(c) Banking Day
...1
(d) CHUMS
...1
(e) Custodian
...2
(f) Eligible Investor
...2
(g) Fund
...2
(h) Fund Agreements
...2
(i) Fund Committee
...2
G) Fund Schedule
...2
(k) Investment Account
...2
(1) Investment Counsel
...2
(m) Investor
...2
(n) LAS
...2
(o) Municipal Act
...2
(p) Payment Servicer
...3
(9) Recordkeeper
...3
(r) Valuator
...3
1.02
Governing Law
...3
1.03
Headings and Table of Contents
...3
1.04
Number and Gender
3
1.05
Severability
...3
SECTION 2 -
AGENT
...3
2.01
Appointment of Agent, etc
...3
2.02
Fund Committee..
3
2.03
Resignation of Agcnt
...4
104
Automatic Termination of CHUMS or LAS as Agent
...4
2.05
Successors
...5
2.06
Termination of Agreement
5
2.07
Obligations survive
...5
2.08
No rights to assets
...5
SECTION 3 -
INVESTORS
...5
3.01
Becoming an investor
...5
3.02
No obligation to invest
...6
3.03
Ceasing to be an Investor
6
3.04
Representations and Warranties of Investor
6
3.05
Limitation on liability
...6
3.06
Addition of parties to this Agreement
...6
3.07
List of Investors and Investor information
7
SECTION 4 -
THE CUSTODIAN, PAYMENT SERVICER, VALUATOR, RECORDKEEPER AND
INVE
STMENT COUNSEL
...7
4.01
Authority
...7
4.02
Custodian
7
4.03
Payment Servicer
...7
4.04
Valuator
...7
4.05
Recordkeeper
....7
4.06
Investment Counsel
7
(a) Registration
....7
(b) Insurance
..........................................7
SECTION 5 -
THE FUNDS
8
5.01
Funds
..........................................8
5.02
Investment policy
..........................................8
5.03
Fees and expenses
..........................................8
5.04
Amendments
..........................................8
5.05
Investment and withdrawal of funds
8
5.06
Income on investments
..........................................8
5.07
Default in payment
8
5.08
Wind-up of a Fund by Agent
..........................................9
SECTION 6 -
GENERAL
..........................................9
6.01
Notice
..........................................9
(a) Address for notices
..........................................9
(b) Effective date
..........................................9
6.02
No partnership or deemed agency
10
6.03
No fiduciary duties
........................................10
6.04
No assignment
........................................10
6.05
Further action
10
6.06
Benefit
........................................10
6.07
Attornment
........................................10
6.08
Counterparts
........................................10
AGENCY AGREEMENT
This agreement dated as of May 31, 1999 is between
CHUMS FINANCING CORPORATION and
LOCAL AUTHORITY SERVICES LIMITED
as Agent
and
ELIGIBLE INVESTORS
RECITALS
A. CHUMS and LAS are combining their efforts to act as agent for municipalities in connection with
joint municipal investment funds in Ontario under a single investment program called "ONE - The Public
Sector Group of Funds".
B. CHUMS, LAS and Eligible Investors are entering into this Agreement for the purpose of appointing
CHUMS and LAS as agent for Investors making investments through the Funds.
FOR VALUE RECEIVED, the parties agree as follows:
SECTION I - INTERPRETATION
1.01 Definitions. In this Agreement,
a) Agent means both CHUMS and LAS acting together and any successor agent or agents
appointed under Section 2.05 or CHUMS or LAS if it is a remaining entity under Section 2.03 or
2.04;
b) Agreement means this agreement, any Fund Schedules and any other schedules attached to
the agreement from time to time as the agreement, the Fund Schedules or any of the other schedules
may be added, amended, deleted, supplemented, restated, renewed or replaced from time to time;
C) Banking Day means a day on which the Payment Servicer and the Custodian are open for
business in Toronto, Ontario, other than a Saturday or a Sunday or a statutory holiday in Toronto,
Ontario;
d) CHUMS means CHUMS Financing Corporation and its successors;
e) Custodian at any time means a financial institution which at such time has been approved by
the Agent to provide custodial, fund accounting and other custody related services in connection with
the Funds;
f) Eligible Investor means, in respect ofa Fund, a municipality, college, hospital, school board,
or university, as defined under the Municipal Act or such other persons or classes of persons as may
be prescribed under the MunicipalAct, with which an Ontario municipality is permitted to enter into
an agreement for the joint investment of money;
g) Fund means an arrangement for joint investment carried on under the program name of
"ONE - The Public Sector Group of Funds" arranged by the Agent for use by the Investors as set out
in a Fund Schedule;
h) Fund Agreements means the agreements entered into, from time to time, by the Agent, as
agent for the Investors, with the Custodian, the Payment Se-vicer, Valuator, Recordkeeper,
Investment Counsel and such other persons as the Agent considers appropriate for the purpose of
carrying out the objectives of each Fund;
i) Fund Committee means the committee described in Section 2.02;
D Fund Schedule means a schedule to this Agreement, as added, amended, deleted,
supplemented, restated, renewed orreplaced from time to time, describing a particular Fund and that
Fund's objectives, eligible investments and such other information as the Agent considers necessary
or desirable;
k) InvestnentAccount means with respect to an Investor an account maintained in the records
of the Recordkeeper evidencing the Investor's undivided percentage ownership interest in the
investments of a Fund;
1) Investment Counsel means at any time one or more professional investment management
firms registered in Ontario as investment counsel and portfolio manager advisors, which at such time
has been approved by the Agent to provide investment management services for a Fund;
m) Investor means an Eligible Investor which has received a duly executed notice from the
Recordkeeper under Section 3.01(c) advising the Eligible Investor that it is an Investor and of its
account number(s) and authorization code(s) and which has not ceased to be an Investor under
Section 2.06 or Section 3.03;
n) LAS means Local Authority Services Limited and its successors;
o) Municipal Act means the Municipal Act, R.S.O. 1990, c. M.45, as amended from time to
time.
Page 2
P) Payment Servicer means at any time a Canadian financial institution which at such time has
been approved by the Agent to facilitate the transfer of assets of an Investor between an Investor's
financial institution and an Investor's Investment Account;
q) Recordkeeper means at any time an entity approved by the Agent from time to time to
provide recordkeeping services to a Fund including receiving and implementing Investor instructions,
keeping records of Investor holdings and providing monthly reporting to Investors.
r) Valuator means at any time an entity approved by the Agent from time to time to provide
valuation services to a Fund.
1.02 Governing Law. This Agreement is governed by, and is to be construed and interpreted in
accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of
Ontario.
1.03 Headings and Table of Contents. The division of this Agreement into sections, subsections,
paragraphs, subparagraphs, clauses and schedules, the insertion of headings and the provision of a table of
contents are for convenience of reference only and are not to affect the construction or interpretation of this
Agreement.
1.04 Number and Gender. Unless otherwise specified, words importing the singular include the plural
and vice versa and words importing gender include all genders.
1.05 Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in
any jurisdiction, the illegality, invalidity or unenforecability of that provision will not affect the legality,
validity or enforceability of the remaining provisions of this Agreement.
SECTION 2 - AGENT
2.01 Appointment of Agent, etc. Each Investor irrevocably appoints and authorizes the Agent to take all
action as an agent on its behalf and to exercise all powers and rights and to perform all duties and to enable
Investors to jointly invest money in accordance with the terms of this Agreement and the Fund Agreements
together with all powers reasonably incidental thereto. In addition to the foregoing, each Investor agrees that
CHUMS and LAS may enter into such agreements and arrangements and do all such things, whether as
principal or agent, as may be necessary or desirable to facilitate payments for investments, maintenance of
accounts in respect of Funds and withdrawals from or redemptions in respect of Funds.
2.02 Fund Committee. Each Investor authorizes the Agent to appoint from time to time a Fund
Committee and, subject to any provision in this Agreement, to delegate to the Fund Committee any or all of
the powers, rights and responsibilities of the Agent for all Funds under this Agreement. Subject to Sections
2.03 and 2.04, CHUMS and LAS shall each appoint an equal number of members. Each member must be a
senior officer who is employed by an Ontario municipality, college, hospital, school board or university or
another person agreed to by each of CHUMS and LAS.
Page 3
2.03 Resignation of Agent. If either CHUMS or LAS becomes unwilling to continue to participate as
Agent, the remaining entity shall continue as Agent and shall be responsible for the appointment of all of the
members of the Fund Committee. The Agent may resign as agent at any time by giving at least 30 days prior
written notice to each Investor specifying the date on which the resignation is to be effective and by giving
notice in accordance with Section 5.08 to wind-up all of the Funds.
2.04 Automatic Termination of CHUMS or LAS as Agent. W.
(a) CHUMS or LAS
(1) becomes unable, or admits, in writing, its inability to pay its debts generally as they
become due,
(2) makes a general assignment for the benefit of creditors,
(3) files a notice of intention, voluntary petition in bankruptcy or a petition seeking
liquidation, reorganization or an arrangementwith creditors to take advantage ofany
insolvency or other law, or
(4) takes any action for the purpose of effecting any of the foregoing; or
(b) any proceedings (other than proceedings which either CHUMS or LAS demonstrates to the
satisfaction of the other to be frivolous or vexatious) are instituted by or against CHUMS or
LAS seeking to adjudicate it as bankrupt or insolvent or seeking liquidation, winding-up,
reorganization, arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or
applying for, consenting to or seeking the entry of an order for relief by, the appointment of a
receiver, receiver and manager, receiver-manager, liquidator, sequestrator, custodian, trustee
or similar agent or official for all or a substantial or significant pant of its assets; or
(c) any secured creditor, encumbrancer or lienor or any receiver, receiver and manager, receiver-
manager, liquidator, sequestrator, custodian, trustee or similar agent or official appointed by
or acting for any secured creditor, encumbrancer or lienor takes possession of, or forecloses
or retains, or sells or otherwise disposes of or otherwise proceeds to enforce security over,
all or a substantial or significant part of the assets of CHUMS or LAS or gives notice of its
intention to do any of the foregoing;
that party shall on the happening of such event be automatically terminated as Agent and no notice or other
action shall be required on the part of CHUMS, LAS or any Investor to effect the termination of that party as
Agent. If either CHUMS or LAS is terminated as Agent under this Section 2.04, the remaining entity shall
remain the Agent and shall be responsible for the appointment of all the members of the Fund Committee.
Page 4
2.05 Successors. The Agent may appoint a successor agent. When the successor agent accepts the
appointment as Agent, the successor agent shall succeed to and become vested with all the rights, powers and
responsibilities ofthe resigning agent, and the resigning agent shall be discharged from its responsibilities and
obligations under this Agreement. After any resigning agent's resignation as Agent, this Agreement shall
continue in effect for its benefit and for the benefit of the Investors in respect of any actions taken or omitted
to be taken by the resigning agent while it was acting as the Agent.
2.06 Termination of Agreement. The Agent may terminate an Investor's right to request that investments
be made and the right to maintain investments in a Fund by giving the Investor at least 30 days prior written
notice of the termination date. As of the termination date, (a) the Investor receiving the notice may make no
further investment requests and must promptly withdraw (in accordance with Section 5.05 and Schedule C
and any other provisions from time to time relating to withdrawal of funds) all funds which it is entitled to
withdraw and (b) the Investor is no longer an Investor for the purpose of this Agreement. The termination of
an Investor as an Investor shall, as of the date of termination and subject to Section 2.07, terminate this
Agreement between the Agent and the Investor. Such termination will not affect the Agreement as between
the Agent and the remaining Investors.
107 Obligations survive. All obligations (whether contingent or matured, absolute or not) existing
immediately before an Investor ceases to be an Investor under Section 3.03 or a termination under Section
2.06 shall survive such withdrawal or termination.
2.08 No rights to assets. None of the Agent, the Custodian, the Payment Servicer, the Valuator, the
Recordkeeper or Investment Counsel shall have any beneficial or personal right, title or interest in or to the
assets in any Fund, other than as specifically set out in a Fund Agreement or in the Fund Schedules.
SECTION 3 - INVESTORS
3.01 Becoming an Investor. An Eligible Investor is an Investor in respect of a Fund when:
(a) The person or persons authorized to execute this Agreement on behalf of the Eligible
Investor has duly executed a counterpart to this Agreement;
(b) The person or persons authorized to execute this Agreement on behalf of the Eligible
Investor has completed all of the other necessary documents required by the Agent to
become an Investor including, without limitation,
(1) an information sheet on the Eligible Investor,
(2) a certificate confirming passage and enforceability of a by-law substantially in the
form of the sample by-law provided to the Eligible Investor by the Agent on behalf
of ONE - The Public Sector Group of Funds, and designating persons who are
authorized to give investment, withdrawal or transfer instructions and confirming
that all necessary actions have been taken by the Eligible Investor to authorize such
persons to give investment, withdrawal or transfer instructions,
Page 5
(3) a pre-authorized debit authorization letter from the Eligible Investor to its financial
institutions and others; and
(c) The Recordkeeper has notified the Eligible Investor that it is an Investor and of its account
number(s) and authorization code(s).
3.02 No obligation to invest. An Investor has no obligation to invest in any Fund.
3.03 Ceasing to be an Investor. At any time at which an Investor has no investments outstanding in any
Fund and has given no investment instructions it may by notice to the Agent cease to be an Investor.
3.04 Representations and Warranties of Investor. Each Investor represents and warrants to the Agent
that,
(a) the Investor has taken all actions necessary to authorize it to enter into this Agreement,
(b) the Investor is authorized to make investments through any of the Funds which it has
designated to either the Agent or the Recordkecper as being Funds through which it is
authorized to invest, and any money which the investor invests through a Fund designated by
it is money which the Investor may invest through that Fund, and
(c) the Investor has adopted a statement of its investment policies and goals in accordance with
the applicable legislation and such policies and goals permit the Investor to invest in all
investments which are eligible investments for municipalities under the Municipal Act.
The Investor shall be deemed to have repeated the representation and warranty in Section 3.04(x), (b) and (c)
each time it issues investment instructions relating to any Fund. The Agent shall have no obligation to make
any inquiry to confirm the truth or accuracy of any representation or warranty. The Agent shall not be liable
for any loss or damages suffered by the Investor or any other person claiming through the Investor or any
other Investor as a result of any act, including without limitation, the execution of this Agreement by a person
purporting to have authority to act on the Investors behalf.
3.05 Limitation on liability. The Agent, the Custodian, the Payment Servicer, the Valuator, the
Recordkeeper and the Investment Counsel may, in their discretion, honour instructions purporting to be issued
by an Investor given by telephone, facsimile or other electronic transmission, without the necessity of any
verification or enquiry. None of the Agent, the Custodian, the Payment Servicer, the Valuator, the
Recordkeeper or the Investment Counsel shall incur any liability to an Investor by reason of acting or not
acting on or any error in such instructions, and the Investor shall indemnify and hold harmless each of the
Agent, the Custodian, the Payment Servicer, the Valuator, the Recordkeeper and the Investment Counsel from
any loss, cost, damage, or expense that any of them may suffer or incur by relying on such instructions.
3.06 Addition of parties to this Agreement. Eligible Investors may be added as parties to this
Agreement from time to time after the date of this Agreement. Each of the Agent and the Investor agrees that
this Agreement is binding on it regardless of when it became a party to this Agreement and the addition of
Page 6
other Eligible Investors as parties to this Agreement. Upon becoming an Investor, the Investor shall become a
party to and shall be bound by this Agreement as if it had been an original party to this Agreement.
3.07 List of Investors and Investor information. The Agent will keep an up-to-date list of the names of
Investors and may make the list available to Eligible Investors and other persons. The Agent shall ensure, to
the best of its ability, the confidentiality of all other information pertaining to an Investor and the Investor's
investments through any Fund whether the Investor continues to be an Investor or the Investor has ceased to
be an Investor. This does not apply to information which is otherwise available to the public or to
information which the Agent is required by law to disclose.
SECTION 4 -'THE CUSTODIAN, PAYMENT SERVICF.R, VALUATOR, RECORDKEEPER AND
INVESTMENT COUNSEL
4.01 Authority. Each Investor authorizes the Agent to enter into Fund Agreements, from time to time, as
agent of the Investor.
4.02 Custodian. The Agent will not enter into a Fund Agreement with a Custodian unless at the time of
entering into the Fund Agreement the Custodian is a Canadian chartered Schedule I bank or trust company
registered under the laws of Ontario.
4.03 Payment Servicer. The Agent will not enter into a Fund Agreement with a Payment Servicer unless
the Payment Servicer is a Canadian chartered Schedule I bank or other regulated Canadian financial
institution.
4.04 Valuator. The Agent will not enter into a Fund Agreement with a Valuator unless the Valuator has
satisfied the Agent of the ability of the Valuator to provide and maintain accurate valuation services for the
Funds.
4.05 Recordkeeper. The Agent will not enter into a Fund Agreement with a Recordkeeper unless the
Recordkeeper has satisfied the Agent of the ability of the Recordkeeper to provide and maintain accurate
recordkeeping and instruction services.
4.06 Investment Counsel.
(a) Registration. The Agent will not enter into a Fund Agreement with an Investment Counsel unless
the Fund Agreement requires the Investment Counsel to maintain at all times its status in Ontario as a
registered investment counsel and portfolio manager while it is Investment Counsel for any Fund.
(b) Insurance. The Agent will not enter into a Fund Agreement with any Investment Counsel unless the
Fund Agreement requires the Investment Counsel to maintain, in full force and effect, bonding or insurance in
such amounts and of such types as are required from time to time by appropriate regulatory authorities.
Page 7
SECTION 5 - THE FUNDS
5.01 Funds. The Investor agrees with the Agent and all other Investors that each Fund is an aggregation
of assets. At any time, each Investor who has made investments through a specific Fund has at that time,
subject to Section 5.07, an undivided percentage ownership interest in all investments made through that Fund
at that time proportional to the amount of investments made through that Fund by the Investor at that time.
Each Investor agrees that investments of a Fund will be valued as set out in the Fund Schedule. No Investor
has the right to require distribution of any specific investment.
5.02 Investment policy. The investment policy of a Fund will be set out in the Fund Schedule for that
Fund. The policy may be subject to further restrictions approved from time to time by the Agent. A copy of
the investment policy, as amended from time to time, will be made available to the Investors. Any agreement
with the Investment Counsel will permit Investment Counsel to make investments based only on the
investment policy. None of the Agent, the Custodian, the Payment Servicer, the Valuator or the
Recordkeeper is responsible for investment decisions.
5.03 Fees and expenses. For each Fund, the Agent shall establish and disclose in the Fund Schedule for
that Fund, the maximum aggregate fees and expenses payable, out of the investments made through that Fund,
to the Custodian, the Payment Servicer, the Valuator, the Recordkeeper, the Investment Counsel and the
Agent. The Agent may change the maximum aggregate fees and expenses stated in a Fund Schedule upon
providing such prior notice to all Investors as is set out in the Fund Schedule.
5.04 Amendments. The Agent may from time to time, upon providing 30 days prior written notice to all
Investors, amend the Agreement by adding schedules and amend, delete, supplement, restate, renew and
replace schedules to this Agreement.
5.05 Investment and withdrawal of funds. Each Investor shall abide by the procedures for issuing
investment, withdrawal and transfer instructions set out in a Fund's Fund Schedule and in Schedule C. Before
an Investor provides investment instructions and arranges for any transfer from its account at its financial
institution to a Fund, the Investor shall ensure that sufficient funds are then available to cover the amount of
such investment.
5.06 Income on investments. Subject to Section 5.07, at any time each Investor has an undivided
percentage ownership interest in the income on all investments made through a Fund proportional to the
Investor's undivided percentage ownership interest in the aggregate investments made through that Fund at
that time. Income on investments will be automatically re-invested through the Fund on the same basis as
investments.
5.07 Default in payment. If an Investor requests that an investment be made and
(a) there are insufficient funds in the Investor's account at its financial institution to pay
when due for the investment placed by the Investor through a Fund, or
Page 8
(b) the Investor's financial institution is insolvent or for any other reason the Investor
provides no or insufficient funds to pay when due for the investment placed by the
Investor through the Fund,
then the Investor, with respect to that investment, has no interest in the Fund or income relating thereto or
proceeds thereof. The Investor agrees to indemnify the Agent, the Custodian, the Valuator, the Payment
Servicer, the Recordkeeper and the Investment Counsel, and to hold the Agent, the Custodian, the Valuator,
the Payment Servicer, the Recordkeeper and the Investment Counsel harmless from all losses and expenses
(including interest, charges and any loss in value of the investment) incurred by the Agent, on its own account
or on behalf of the Investor, the Custodian, the Valuator, the Payment Servicer, the Recordkeeper or the
Investment Counsel resulting from default or delay in payment. The Agent may assign its rights under this
indemnity to any person. In addition, the Investor agrees to pay the Agent a fee in an amount set by the Agent
from time to time as a fee payable in respect of any delay or default in payment for an investment whether as
a result of Section 5.07(a) or Section 5.07(b). The Agent may authorize the debiting of the credit balance in
an Investor's Investment Account for any Fund and apply the amounts so debited toward the payment of
amounts (whether absolute, contingent, matured or not) payable by the Investor under this Section 5.07.
5.08 Wind-up of a Fund by Agent. The Agent may, on at least 30 days prior written notice to all
Investors that it intends to wind-up a Fund, wind-up a Fund on the date set out in the notice. The Agent shall
within five days of the date of winding-up distribute the proceeds of the sale of the investments made through
that Fund to those Investors with investments through the Fund to the extent of each Investor's undivided
percentage ownership interest at the time of winding-up in the investments made through that Fund.
SECTION 6 - GENERAL
6.01 Notice.
(a) Address for notices. Any notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be delivered or sent by registered mail, postage prepaid or facsimile
(with follow-up mailed copy unless otherwise specified in this Agreement or in a Fund Schedule) to the
addresses or facsimile numbers set out in the information sheets in respect of each Investor kept by the Agent
and in the case of the Agent to:
ONE - The Public Sector Group of Funds
c/o CHUMS Financing Corporation,
512 King Street East, Suite 306
Toronto, Ontario M5A 1M1
Attention: Executive Vice-President, CHUMS
Facsimile: (416) 362-9226
Changes to the addresses and facsimile numbers may be made in the manner set out in this Section 6.01.
(b) Effective date. Any such notice or other communication shall be deemed to have been given and
received, if delivered, on the day of delivery (or, if the day is not a Banking Day, on the next following
Page 9
Banking Day) or, if mailed, on the second Banking Day following the day in which it is mailed. Ifa strike or
lockout of postal employees is in effect or generally known to be impending on the date of mailing, any such
notice or other communication shall be delivered and not sent by mail. If sent by facsimile before 5:00 p.m.
Toronto, Ontario time on a Banking Day, the notice or other communication shall be deemed to have been
received on that day, and if sent after 5:00 p.m. Toronto, Ontario time on a Banking Day, it shall be deemed
to have been received on the Banking Day next following the date of transmission.
6.02 No partnership or deemed agency. The execution of this Agreement and the other arrangements
with respect to a Fund are not intended to create and shall not be treated as having created a general or limited
partnership, joint venture, corporation, joint stock company, investment trust or mutual fund, nor shall:
(a) the Agent, the Custodian, the Payment Servicer, the Valuator, the Recordkeeper nor
Investment Counsel, or their respective agents and employees, except as provided in this
Agreement, or
(b) any other Investor
under any circumstances be deemed the agent or representative of, or have the right to enter into any contract
or commitment on behalf of, an Investor.
6.03 No fiduciary duties. The Agent shall not by reason of this Agreement or any of the discussions
leading to or in connection with this Agreement have a fiduciary or trust relationship with the Investors, or
any other person, or any other obligation other than as specifically stated in this Agreement.
6.04 No assignment. No parry may dispose of the whole or any part of its rights or obligations under this
Agreement without the express written consent of the Agent except as may otherwise be provided for in this
Agreement.
6.05 Further action. Each party shall at all times promptly execute and deliver and cause to be executed
and delivered such documents and take and cause to be taken such action as may be necessary or appropriate
to give effect to the provisions of this Agreement.
6.06 Benefit. This Agreement shall enure to the benefit of and be binding upon each party and their
respective successors and permitted assigns.
6.07 Attornment. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of the
courts of the Province of Ontario.
6.08 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one Agreement.
Page 10
The parties have executed this A.-reement.
CHUMS FINANCING CORPORATION
LOCAL AUTHORITY SERVICES LIMITED
BY: "00,
Heather Bell, Executive Vice-President
BY: IJZ~
Sharad Kerur, President
COUNTERPART OF THE AGENCY AGREEMENT
DATED AS OF MAY 31, 1999
BETWEEN
CHUMS FINANCING CORPORATION AND LOCAL AUTHORITY SERVICES LIMITED
-AND-
ELIGIBLE INVESTORS (AS DEFINED IN THE AGREEMENT)
BY:
PRINT NAME:
PRINT TITLE:
ORGANIZATION
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SCHEDULE A
MONEY MARKET FUND
Definitions. In this schedule
(a) Agreement means the agency agreement dated as of May 31, 1999 between CHUMS Financing
Corporation, Local Authority Services Linvted and the Eligible Investors, as defined in that
agreement, and any schedules attached to it from time to time as that agreement or the schedules
may be added, amended, deleted, supplemented, restated, renewed or replaced from time to time;
and
(b) Bank Account means the bank account at the Investor's financial institution authorized by the
Investor and accepted by the Agent for use by the Investor in the transfer of funds to and from the
Money Market Fund.
All other capitalized terms used in this Schedule have the meanings given to them in the Agreement.
2. Objective. The principal objective of the Money Market Fund is to provide Investors with
investments in highly-rated money market instruments permitted under the Municipal Act with
maturities of 365 days or less.
3. Permissible Securities for Investments. Investments will be made only in those securities which
are permitted under the Municipal Act and which are securities that are exempt from the
registration and prospectus requirements under Section 35(2) of the Securities Act (Ontario) or an
equivalent provision.
4. Valuation. Valuations of the assets of this Fund will be performed on a market value basis net of
accrued fees and expenses.
5. Time of Valuation. The value of the assets of this Fund will be calculated by the Valuator at such
time as the Valuator may in its discretion determine on each Banking Day.
6. Minimum Investment. The minimum initial investment amount is $10,000. The minimum
amount for each subsequent investment is $5,000.
7. Minimum Withdrawal. The minimum amount for each withdrawal is $5,000 or, where the
balance is less than $5,000, all remaining funds in the Investor's Investment Account from which
the withdrawal is being made including any accrued earnings.
8. Minimum Transfer. The minimum amount for each transfer is $5,000 or, where the balance is
less than $5,000, all remaining funds in the Investor's Investment Account from which the transfer
is being made including any accred earnings.
9. Earnings Allocation and Distribution. Subject to Section 5.07 of the Agreement, income on an
investment made by an Investor accrues beginning on and including the day immediately
following the day on which the Investor's investment is credited to the Money Market Fund and
ending on and including the day on which invested funds are returned to the Investor. The
calculation of investment income of the investments through the Fund and of each Investor's
proportional interest in such income will take place after the close of business on each Banking
Day. Income will be credited to each Investor's Investment Account effective on the last calendar
day of each month. Income credited to an Investor's Investment Account remains in the Fund as
part of the Investor's investment until all of the Investor's investment is withdrawn. If the
Investor is withdrawing all of the remaining funds in the Investor's Investment Account, income
will be credited on the Banking Day before the day on which invested funds are returned to the
Investor.
10. Fees and Expenses.
(a) Amount of Fees. The maximum aggregate fees and expenses payable out of the investments
made through the Money Market Fund to the Custodian, Valuator, Payment Servicer,
Recordkeeper, Investment Counsel and Agent will not exceed 0.19 of one percent, on an annual
basis, of the daily investment balance of the Fund. Other than those fees and expenses and any
amounts payable in the event of default or delay in payment under Section 5.07 of the Agreement,
no fees and expenses will be charged by the Custodian, Valuator, Payment Servicer,
Recordkeeper, Investment Counsel, or Agent. The fees and expenses referred to in this Section
10(a) do not include any fees and expenses charged to the Investor by the Investor's financial
institution.
(b) Changes to Fees. The Agent may change the maximum aggregate fees and expenses payable to
the Custodian, Valuator, Payment Servicer, Recordkeeper, Investment Counsel and Agent at any
time on providing 30 days; notice of the effective date of such change to all Investors.
11. Reporting. Each Investor having investments in the Money Market Fund will:
(a) have access to details of each transaction initiated by the Investor before 4:00 p.m. (Toronto time)
on any Banking Day by electronic means through a password protected web-site established and
maintained by the Agent (the "Agent's Website"), or by such other means as the Agent may
choose, on the following Banking Day;
(b) have access to a monthly history statement for that Investor's Investment Account through the
Agent's Website, or by such other means as the Agent may choose, on the first Banking Day
following the last Banking Day for the month to which the statement applies, showing the
Investor's opening and closing positions, all transactions made by the Investor during the month
and any earnings credited to it for that month; and
(e) receive a monthly repot from the Agent showing the performance of the Money Market Fund and
such other information about the Fund that the Agent deems appropriate for all Investors.
12. Making an Investment.
(a) Instructions Irrevocable. Investment instructions made by the Investor are irrevocable and must
be issued by the Investor in accordance with the procedure set out in Schedule C.
(b) Time of Instructions. Where investment instructions are issued by the Investor and received by
the Recordkeeper before 4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will
instruct the Payment Servicer to facilitate the transfer of the funds so instructed by the Investor
from the Investor's Bank Account to be credited to the Money Market Fund on the next Banking
Day. Where investment instructions are issued by the Investor and received by the Recordkeeper
after 4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will instruct the Payment
Servicer to facilitate the transfer of the funds so instructed by the Investor from the Investor's
Bank Account to be credited to the Money Market Fund on the second Banking Day immediately
following the day on which the instructions were issued by the Investor. The availability of funds
for credit to the Money Market Fund is subject to the clearing requirements and practices of the
Investor's financial institution and the Payment Servicer.
Schedule A - Money Market Fund
Amended March 1, 2005
13. Making a Withdrawal.
(a) Instruction Irrevocable. Withdrawal instructions made by the Investor are irrevocable and must
be issued in accordance with the procedures set out in Schedule C.
(b) Thne of Instructions. Where withdrawal instructions are issued by the Investor and received by
the Recordkeeper before 4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will
instruct the Custodian to effect the transfer of the funds so instructed by the Investor from the
Money Market Fund to be credited to the Investor's Bank Account on the next Banking Day.
Where investment instructions are issued by the Investor and received by the Recordkeeper after
4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will instruct the Custodian to
effect the transfer of the funds so instructed by the Investor from the Money Market Fund to be
credited to the Investor's Bank Account on the second Banking Day immediately following the
day on which instructions were issued by the Investor. The availability of funds for credit to
Investor's Bank Account is subject to the clearing requirements and practices of the Investor's
financial institution and the Payment Servieer.
(c) Limits on Right to make Withdrawals. Despite any other provision in the Agreement or this
Schedule, the Agent may require an Investor to provide duce Banking Days notice to withdraw
funds.
14. Making a Transfer to Another Fund of the Investor.
(a) Instructions Irrevocable. Instructions made by the Investor for transfers to another Fund are
irrevocable and must be issued by the Investor in accordance with the procedures set out in
Schedule C.
(b) Transfers to Another Fund. If the Investor has issued instructions to transfer funds from the
Investor's Investment Account to another Fund, such transfer shall be made in accordance with the
time restrictions for making withdrawals under this Fund Schedule and the time restrictions for
making investments under the Fund Schedule for the other Fund. The Recordkeeper, in executing
such transfer instructions, will cause such transfers to occur directly between the Investor's
Investment Accounts and not by way of the Payment Servicer and the Investor's Bank Account(s).
Schedule A - Money Market Fund
Amended March 1, 2005
SCHEDULE B
BOND FUND
Definitions. In this schedule
(a) Agreement means the agency agreement dated as of May 31, 1999 between CHUMS Financing
Corporation, Local Authority Services Limited and the Eligible Investors, as defined in that
agreement, and any schedules attached to it from time to time as that agreement or the schedules
may be added, amended, deleted, supplemented, restated, renewed or replaced from time to time;
and
(b) Batik Account means the bank account at the Investor's financial institution authorized by the
Investor and accepted by the Agent for use by the Investor in the transfer of funds to and from the
Bond Fund.
All other capitalized terms used in this Schedule bave the meanings given to them in the Agreement.
2. Objective. The principal objective of the Bond Fund is to provide Investors with investments in
highly-rated fixed income and money market securities permitted under the Municipal Act with
maturities of greater than one year and less than or equal to five years.
3. Permissible Securities for Investments. Investments will be made only in those securities which
are permitted tinder the Municipal Act and which are securities that are exempt from the
registration and prospectus requirements under Section 35(2) of the Securities Act (Ontario) or an
equivalent provision.
4. Valuation. Valuations of the assets of this Fund will be performed on a market value basis net of
accrued fees and expenses.
5. Time of Valuation. The value of the assets of this Fund will be calculated by the Valuator at such
time as the Valuator may in its discretion determine on each Banking Day.
6. Minimum Investment. The minimum initial investment amount is $10,000. The minimum
amount for each subsequent investment is $5,000.
7. Minimum Withdrawal. The minimum amount for each withdrawal is $5,000 or, where the
balance is less than $5,000, all remaining funds in the Investor's Investment Account from which
the withdrawal is being made including any accrued earnings.
8. Minimum Transfer. The minimum amount for each transfer is $5,000 or, where the balance is
less than $5,000, all remaining funds in the Investor's Investment Account from which the transfer
is being made including any accrued earnings.
9. Earnings Allocation and Distribution. Subject to Section 5.07 of the Agreement, income on an
investment made by an Investor accrues beginning on and including the day immediately
following the day on which the Investor's investment is credited to the Bond Fund and ending on
and including the day on which invested funds are returned to the Investor. The calculation of
investment income of the investments through the Fund and of each Investor's proportional
interest in such income will take place after the close of business on each Banking Day. Income
will be credited to each Investor's Investment Account effective on the last calendar day of each
month. Income credited to an Investor's Investment Account remains in the Fund as part of the
Investor's investment until all of the Investor's investment is withdrawn. If the Investor is
withdrawing all of the remaining funs in the Investor's Investment Account, income will be
credited on the Banking Day before the day on which invested funds are returned to the Investor.
10. Fees and Expenses.
(a) Amount of Fees. The maximum aggregate fees and expenses payable out of the investments
made through the Bond Fund to the Custodian, Valuator, Payment Servicer, Recordkeeper,
Investment Counsel and Agent will not exceed 0.4 of one percent, on an annual basis, of the daily
investment balance of the Fund. Other than those fees and expenses and any amounts payable in
the event of default or delay in payment under Section 5.07 of the Agreement, no fees and
expenses will be charged by the Custodian, Valuator, Payment Servicer, Recordkeeper,
Investment Counsel, or Agent. The fees and expenses referred to in this Section 10(a) do not
include any fees and expenses charged to the Investor by the Investor's financial institution.
(b) Changes to Fees. The Agent may change the maximum aggregate fees and expenses payable to
the Custodian, Valuator, Payment Servicer, Recordkeeper, Investment Counsel and Agent at any
time on providing 30 days; notice of the effective date of such change to all Investors.
11. Reporting. Each Investor having investments in the Bond Fund will:
(a) have access to details of each transaction initiated by the Investor before 4:00 p.m. (Toronto time)
on any Banking Day by electronic means through a password protected web-site established and
maintained by the Agent (the "Agent's Website"), or by such other means as the Agent may
choose, on the following Banking Day;
(b) have access to a monthly history statement for that Investor's Investment Account through the
Agent's Website, or by such other means as the Agent may choose, on the first Banking Day
following the last Banking Day for the month to which the statement applies, showing the
Investor's opening and closing positions, all transactions made by the Investor during the month
and any earnings credited to it for that month; and
(c) receive a monthly report from the Agent showing the performance of the Bond Fund and such
other information about the Fund that the Agent deems appropriate for all Investors.
12. Making an Investment.
(a) Instructions Irrevocable. Investment instructions made by the Investor are irrevocable and must
be issued by the Investor in accordance with the procedure set out in Schedule C.
(b) Time oflnstructions. Where investment instructions are issued by the Investor and received by
the Recordkeeper before 4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will
instruct the Payment Servicer to facilitate the transfer of the funds so instructed by the Investor
from the Investor's Bank Account to be credited to the Bond Fund on the next Banking Day.
Where investment instructions are issued by the Investor and received by the Recordkeeper after
4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will instruct the Payment
Servicer to facilitate the transfer of the funds so instructed by the Investor from the Investor's
Bank Account to be credited to the Bond Fund on the second Banking Day immediately following
the day on which the instructions were issued by the Investor. The availability of funds for credit
to the Bond Fund is subject to the clearing requirements and practices of the Investor's financial
institution and the Payment Servicer.
13. Making a Withdrawal.
(a) Instruction Irrevocable. Withdrawal instructions made by the Investor are irrevocable and must
be issued in accordance with the procedures set out in Schedule C.
Schedule B - Bond Fund
Amended March 1, 2005
(b) Tune oflnstructions. Where withdrawal instructions are issued by the Investor and received by
the Recordkeeper before 4:00 p.m. (Toronto time) on any Banking Day, the Recordkeeper will
instruct the Custodian to effect the transfer of the funds so instructed by the Investor from the
Bond Fund to be credited to the Investor's Bank Account on the next Banking Day. Where
investment instructions are issued by the Investor and received by the Recordkeeper after 4:00
p.m. (Toronto time) on any Banking Day, the Recordkeeper will instruct the Custodian to effect
the transfer of the funds so instructed by the Investor from the Bond Fund to be credited to the
Investor's Bank Account on the second Banking Day immediately following the day on which
instructions were issued by the Investor. The availability of funds for credit to Investor's Bank
Account is subject to the clearing requirements and practices of the Investor's financial institution
and the Payment Servicer.
(c) Limits on Right to make Withdrawals. Despite any other provision in the Agreement or this
Schedule, the Agent may require an Investor to provide three Banking Days notice to withdraw
funds.
14. Making a Transfer to Another Fund of the Investor.
(a) Instructions Irrevocable. Instructions made by the Investor for transfers to another Fund are
irrevocable and must be issued by the Investor in accordance with the procedures set out in
Schedule C.
(b) Transfers to Another Fund. If the Investor has issued instructions to transfer funds from the
Investor's Investment Account to another Fund, such transfer shall be made in accordance with the
time restrictions for making withdrawals under this Fund Schedule and the time restrictions for
making investments under the Fund Schedule for the other Fund. The Recordkeeper, in executing
such transfer instructions, will cause such transfers to occur directly between the Investor's
Investment Accounts and not by way of the Payment Servicer and the Investor's Bank Account(s).
Schedule B - Bond Fund
Amended March 1, 2005
SCHEDULE C
ISSUING INVESTMENT, WITHDRAWAL AND TRANSFER
INSTRUCTIONS TO THE RECORDKEEPER
1. Instructions. An investor may issue investment, withdrawal and transfer instructions:
(a) by fax to the Recordkeeper between the hours of 8:00 a.m. (Toronto tune) and 4:00 p.m. (Toronto
time), or
(b) by such other means as the Agent may prescribe from tune to time.
2. Instructions to Recordkeeper. All investment, withdrawal and transfer instructions issued by an
Investor to the Recordkeeper under Section I (a) or (b) are irrevocable and the Investor shall be
responsible for the accuracy of any instructions issued. All investment instructions issued to the
Recordkeeper under Section I(a) will be kept on file by the Recordkeeper.
3. Execution by Recordkeeper. Fax instructions issued to the Recordkeeper will be executed
without prior confirmation by the Recordkeeper and the Investor accepts responsibility for all fax
instructions which purport to have been given by the Investor whether or not such instructions
were authorized. The Recordkeeper will not execute a transaction which does not include all the
Investor Information (as defined below) and transaction information contained in Schedule 7.
4. Instructions to Payment Servicer. All fax instructions from Investors received by the
Recordkeeper involving investments or withdrawals will be communicated by the Recordkeeper to
the Payment Servicer for proper execution as may be required by the Payment Servicer in order to
transfer the funds in accordance with the investment or withdrawal instructions of the investors.
5. Procedure for Issuing Instructions to Recordkeeper. All fax instructions issued to the
Recordkeeper, must include the following investor information ("Investor Information"):
(a) the name of the individual issuing the fax instructions as registered by the Investor and accepted
by the Agent;
(b) the name of the Investor's organization as registered by the Investor and approved by the Agent;
and
(e) the signature(s) of the authorized municipal officer(s) corresponding to the Investor's signature
card as registered by the Investor.
Failure by the representative of The Investor to provide via fax the
Recordkeeper with the correct Investor Information will render
any instructions given to the Recordkeeper by the representative of
the Investor null and void.
Forms containing "Investor Information" will be made available by the Agent on the Agent's
website.
6. Transaction Information. Where the Investor Information provided by the representative of the
Investor to the Recordkeeper has been verified by the Recordkeeper as being correct, the
Recordkeeper will identify from the fax, the type of transaction (i.e. "an investment" or "a
withdrawal" or "a transfer to another Fund"). If the fax instructions are for:
(a) an investment, the Recordkeeper will require the following information to be provided:
(i) the dollar amount of the investment;
(ii) the investment account name into which the investment will be made; and
(iii) banking information.
(b) a withdrawal, the Recordkeeper will require the following information to be provided:
(i) the dollar amount of the withdrawal or "ALL" if the instruction pertains to all monies
belonging to the Investor in the Fund including any accrued earnings; and
(ii) the investment account nave from which the withdrawal is to be made.
(e) a transfer to another Fund by the same Investor, the Recordkeeper will require the following
information to be provided:
(i) the dollar amount of the transfer of "ALL" if the instruction pertains to all monies
belonging to the Investor in a Fund including any accrued carvings;
(ii) the investment account name from which the transfer is to be made; and
(iii) the investment account name to which the transfer will be made
Deemed Receipt by Recordkeeper. Instructions issued by an Investor to the Recordkeeper shall
be deemed to have been received by the Recordkeeper as soon as the Investor issuing the
instructions has provided the Recordkeeper with all of the information set out in Section 7 above
and they are brought to the attention of the officers of the Recordkeeper to whom they are
addressed.
Schedule C - ISSUING INVESTMENT, WITHDRAWL
AND TRANSFER INSTRUCTION TO THE RECORDKEEPER
Amended March 1, 2005