14-0601 Marquette Assooc. COVERSHEET
Agreement/Document Attached
Document Name in Laserfiche:
14-0601 Marquette Assoc.
INVESTMENT CONSULTING AGREEMENT
This Agreement is made and entered into as of June 1, 2014 by and between Marquette Associates, Inc.,
an Illinois corporation("Marquette"), and the City of Elgin Retiree Health Insurance Trust("Client").
I. ENGAGEMENT OF MARQUETTE. Client hereby agrees to retain Marquette to perform the
"Services" set forth in Section II of this Agreement and Marquette agrees to perform such
Services. The Services of Marquette to Client are not exclusive and Marquette shall be free to
render similar services to others so long as such other services do not impair its ability to
perform hereunder. Marquette shall be free to retain such employees as it may determine and
assign to them such responsibilities, including responsibilities relating to the performance
hereunder, as it may determine. It is understood and agreed that the relationship between the
parties hereto shall be that of independent contractors and nothing herein shall be construed to
constitute or appoint Marquette or its officers and employees as an agent of Client.
II. SERVICES. The Services to be performed by Marquette for the Client shall include the
following:
1. Systems Review. Marquette will conduct an initial, comprehensive review of the
current investment program. Our review will include the following:
(a) an assessment of the program's current design;
(b) a review of the current portfolio structure;
(c) an evaluation of the current investment manager lineup; and a written report
containing our observations and recommendations for the program where
appropriate.
2. Development of Investment Policy and Guidelines. Marquette will meet with the
representatives of Client to develop written investment policies and guidelines that will
govern future management of the client's assets. In formulating such policies and
guidelines, Marquette will consider the following:
(a) current financial condition of Client and its future plans;
(b) the plan's liabilities, liquidity and distribution needs;
(c) level and nature of contributions, if any;
(d) desired investment policy and risk profile;
(e) the risk tolerances and preferences of the trustees; and
(f) quantitative asset allocation analysis and portfolio optimization techniques.
3. Selection of Investment Manager(s). Marquette will assist the Client in selecting an
investment manager(s) if and when needed. Marquette's assistance will consist of:
(a) analyzing investment manager(s) recommended by the Client and performing
complete due diligence on each such investment manager(s);
(b) recommending new investment manager(s) to the Client, as necessary;
(c) discussing and reviewing with the Client the qualifications of potential
investment managers;
(d) interviewing potential investment manager(s) and reviewing with the Client the
results of such interview(s); and
(e) organizing final presentations by the investment manager(s) and assisting the
Client in the final selection of an investment manager(s).
4. Performance Evaluation. On a calendar-quarter basis, Marquette will calculate the rates
of return for each component of the Client's investment program. Marquette will
prepare quarterly written reports that will include:
(a) an analysis and summary of the most recent events in the financial markets;
(b) an analysis of the allocation of Client's investments across asset classes and/or
managers and changes in that allocation; and
(c) a review of the investment results of all managers, funds and asset classes in the
context of their objectives and benchmarks, along with specific commentary on
factors affecting performance.
5. Meetings. Marquette shall meet with Client at minimum on a quarterly basis (provided
that Client is available) to discuss the investment program.
6. General Consultation. Marquette will accommodate all reasonable requests for
information and/or analysis of a general nature.
III. INFORMATION AND STATEMENTS. Client shall provide or cause to be provided to
Marquette information, including periodic financial statements and periodic written statements
of assets and transactions, as Marquette may reasonably request from time to time in the
performance of its Services, and Marquette may rely on such reports without further inquiry or
review. Marquette agrees that it and its officers and employees will treat as confidential any
information received from Client except as may be required to be disclosed (i) in connection
with performing its Services to be rendered hereunder or (ii) by law or legal process. It is
understood and agreed that Marquette, in the preparation of its reports, does not assume
responsibility for the accuracy of any information furnished by Client, the selected investment
advisor(s) or any other person, firm or corporation.
IV. TERM AND TERMINATION. The term of this agreement shall commence on June 1, 2014
and shall continue in effect until terminated by either party. This agreement may be terminated
(i) upon 30-days written notice by either party to the other party, (ii) upon written notice by
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either party in the event of its inability to perform its obligations (other than payment of the
compensation due as provided in Article V below) notwithstanding its best efforts, caused by
actions or requirements making performance impossible or unfeasible, where the actions or
requirements are from non-affiliated entities not a party to this agreement, (iii) upon written
notice by either party at any time if the other party fails to materially perform its obligations
hereunder. Upon termination, Marquette shall refund any prepaid fees to Client on a pro-rata
basis, and Marquette may deduct from that sum before payment any amounts that Client owes
to Marquette.
V. COMPENSATION TO MARQUETTE.
1. Consulting Fee. For so long as it provides ongoing services rendered under this
agreement as described in Article II, Client shall pay Marquette a fee. The fee may be
adjusted by Marquette upon expiration of this contract and approved by Client. The
current fee is set forth on the schedule of fees attached hereto and made a part hereof as
Exhibit A. Marquette may amend and restate Exhibit A on an as-needed basis to reflect
its current fee, subject to the written approval of Client, and shall provide Client with
such amended and restated Exhibit A. All fees are billed quarterly and are payable
immediately.
2. Other Services. If Marquette is required to perform other services not contemplated
herein, then Client shall pay Marquette additional compensation in an amount to be
agreed upon between Marquette and Client.
VI. INDEMNITY. Client agrees that it will indemnify and hold harmless Marquette of, from and
against any and all costs, claims, losses, demands or liabilities (including legal fees and amounts
paid in settlement) with respect to the acts, transactions, duties, obligations or responsibilities of
Client, the investment manager(s) selected by the Client or any other person, agent, firm or
corporation working with or for the Client.
VII. NOTICES. Any notices, demand, or communication required or permitted hereunder shall be
in writing and shall be deemed duly given for all purposes upon: (i) the actual receipt by the
recipient, if notice is given by personal delivery or any method not described below; (ii) one
business day after deposit of notice, if notice is given by reputable overnight commercial
courier service for next day delivery; (iii) four business days after mailing, if notice is given by
U.S. mail, postage prepaid; and (iv) when sent, if notice is given by facsimile or e-mail and a
confirmation copy of such notice is simultaneously sent by personal delivery, U.S. mail, or
reputable overnight commercial courier service. Notices shall be addressed to Marquette
Associates, Inc. at 180 N. LaSalle St., Suite 3500, Chicago, IL 60601 and to Client at 150 Dexter
Ct., Elgin, IL 60120 or at such other address as shall be specified in each case in a written notice
duly given.
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VIII. ACKNOWLEDGEMENT AND CONSENT OF USE OF CLIENT'S NAME. The Client
acknowledges, consents to, and authorizes Marquette to use the Client's name in Marquette's
brochures, marketing or advertising materials. The Client understands that Marquette's use is
only for the purpose of showing other potential clients that the Client uses the consulting services
of Marquette. Marquette shall not disclose any other information about the Client or its account
assets without the Client's written consent.
IX. MISCELLANEOUS.
1. Compliance With Law. The parties shall comply in all material respects with any and
all applicable Federal, State and local laws and regulations as the same exist and may be
amended from time to time. Notwithstanding any other provision herein, any action of a
party that is required by law or regulation shall not be deemed a breach of this
agreement.
2. Governing Law. This Agreement shall be governed by and construed according to the
laws of the State of Illinois without reference to choice-of-law or conflict-of-law
principles. The venue for the resolution of any disputes or the enforcement of any rights
arising out of or in connection with this agreement shall be in Circuit Court of Kane
County, Illinois.
3. Severability. If, for any reason, any provision of this agreement is held to be
unenforceable, the remainder of the provisions of this agreement as may remain
otherwise intelligible shall nonetheless be valid and enforceable to the maximum extent
allowed by applicable laws except to the extent that the intent of this agreement is
frustrated thereby.
4. No Third-Party Beneficiaries. This agreement is for the sole benefit of the parties
hereto, and nothing in this agreement is intended nor shall be deemed to confer any
rights, remedies, or benefits to, or be enforceable by, any other individual or legal entity.
5. Amendments. This agreement may not be amended, modified, or repealed except by a
written amendment or other document signed by both of the parties hereto; provided,
however, that Marquette may amend and restate Exhibit A on an annual basis to reflect
its current fee for services pursuant to the terms of this agreement.
6. Entire Agreement. This Agreement constitutes the entire agreement among the parties
hereto and contains all the agreements among such parties with respect to the subject
matter hereof and supersedes any and all other agreements, whether oral, implied or
written, between such parties with respect to the subject matter hereof
7. Assignment. Neither party may assign this agreement without the prior written consent
of the other party.
8. Binding Effect. This agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors and assigns.
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9. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument.
10. Acknowledgements. The Client hereby acknowledges receipt of Marquette's ADV Part
2A and Privacy Policy.
11. Claims to Interest. Marquette hereby waives any and all claims to interest on money
claimed to be due pursuant to this Agreement, and any and all such rights to interest to
which it may otherwise be entitled pursuant to law, including, but not limited to,
pursuant to the Local Government Prompt Payment Act, as amended (50 ILCS 505/1, et
seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et seq.).
12. Execution. This agreement may be executed in counterparts, each of which shall be an
original and all of which shall constitute one and the same agreement. For the purposes
of executing this agreement, any signed copy of this agreement transmitted by fax
machine or e-mail shall be treated in all manners and respects as an original document.
The signature of any party on a copy of this agreement transmitted by fax machine or e-
mail shall be considered for these purposes as an original signature and shall have the
same legal effect as an original signature. Any such faxed or e-mailed copy of this
agreement shall be considered to have the same binding legal effect as an original
document. At the request of either party any fax or e-mail copy of this agreement shall
be re-executed by the parties in an original form. No party to this agreement shall raise
the use of fax machine or e-mail as a defense to this agreement and shall forever waive
such defense.
13. Compliance with Law. Notwithstanding any other provision of this Agreement, it is
expressly agreed and understood that in connection with the performance of this
Agreement, Marquette shall comply with all applicable federal, state, city and other
requirements of law, including, but not limited to, any applicable requirements
regarding prevailing wages, minimum wage, workplace safety and legal status of
employees. Without limiting the foregoing, Marquette hereby certifies, represents and
warrants to the Client that all of Marquette's employees and/or agents who will be
providing products and/or services with respect to this Agreement shall be legally
authorized to work in the United States. Marquette shall also, at its expense, secure all
permits and licenses, pay all charges and fees, and give all notices necessary and
incident to the due and lawful prosecution of the work, and/or the products and/or
services to be provided for in this Agreement.
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IN WITNESS WHEREOF,the parties have entered this Agreement on the date first written above.
Marqu- • - Assoc'. -. Inc.
By:
Brian Wrubel
President/C.E.O.
City of Elgin Retiree Health Insurance Trust
By: 66(.6e1-4?--(Y)(te
Name: Colleen Lavery
Title: Chief Financial Officer j P • �dei-rt
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Exhibit A
Schedule of Fees
Period: From June 1, 2014 to May 31, 2016
Marquette Associates, Inc. has agreed to provide the Client with consulting services as described in
Article II of the Investment Consulting Agreement dated June 1, 2014. For purposes of Section V.1.,
Marquette's annual fee for the above-referenced period shall be $15,000. Marquette will review its
fee agreement with Client upon expiration of this Schedule.
Marquette's fees are billed quarterly, in advance, and are payable immediately.
ACKNOWLEDGED:
Marqu-• Associa , Inc.
\.
By:
Brian Wrubel
President/C.E.O.
City of Elgin Retiree Health Insurance Trust
By: �/ _'—'_.
Name: Colleen Lavery
Title: Chief Financial Officer j