draft memorandum of agreement

8/18/2019 Draft Memorandum of Agreement

1/19

MEMORANDUM OF AGREEMENT

This agreement is made and entered on __________ day of

_______________, 2016 into by and between:

_______________________________________________________________, a corporation duly organized and existing under thelaws of the hilippines with business address at

________________________________________________________ represented by its resident

_____________________________________, hereinafter referred toas the !"lient#

$nd

_________________________________________, a corporationduly organized and existing under the laws of %apan withbusiness address at1___________________________________________________ represented by its resident _______________________________,hereinafter referred to as the !"onsultant#

&'( )T )* +-./ $- as follows:

(+-$*, "lient is engaged in the construction, fabrication andsupply industry

(+-$*, "onsultant is engaged in in3estment and 4nancialconsultancy and management of assets

(+-$*, "lient hereby retains "onsultant to pro3ide theconsulting ser3ices described below with respect to certain of "lient5s cash, securities, and other property and assets from timeto time designated by "lient the ! Assets#7 on the terms andconditions set forth below8

T-9* $& "'&)T)'&*:


2/19

1. Services of Consultant

"onsultant agrees to pro3ide "lient with the in3estment

consulting ser3ices and in3estment management ser3icesstipulated in SCHEDUE A8

!. Client "nfor#ation

"lient agrees to pro3ide, or cause its administrator, attorney,trustee, present or former in3estment consultant, actuary,consultants, other third parties, or in3estment managershereinafter referred to as !Representatives#7 to pro3ide"onsultant with any and all reasonably necessary and appropriate

information for "onsultant to begin to perform its obligationsunder this $greement8 This information includes liuidity needs,historical performance information, in3estment guidelines, andother pertinent information, in each case to the extent reasonablya3ailable, as reuested by "onsultant from time to time,including, without limitation, a written summary of anyin3estment limitations or restrictions8

"lient, directly or through its -epresentati3es, also agrees to

inform the "onsultant as soon as reasonably possible of anychange in circumstances a;ecting the needs or goals of the"lient, as the case may be8 "lient understands that in pro3idingits ser3ices hereunder, "onsultant will rely on the informationfrom time to time pro3ided to it by "lient and "lient5s-epresentati3es8 "onsultant shall not be reuired to 3erify anyinformation obtained from "lient or "lient5s -epresentati3es8"onsultant shall not be liable for the accuracy and completenessof information furnished or representation made by such-epresentati3es8

$. i#its of Res%onsi&ilit'

"onsultant5s ad3ice to "lient pursuant to this $greement islimited to recommendations and "lient shall retain absolutediscretion o3er and responsibility for the implementation of


3/19

"onsultant5s recommendations8 &othing herein shall reuire"lient to engage any in3estment managers recommended by"onsultant or to follow any recommendation pro3ided by"onsultant8 "onsultant ma


4/19

"onsultant cannot be and is not responsible for di3ersifyingany of the "lient in3estments, e3en if those assets ha3e animpact on or would be a;ected by the in3estment program"onsultant is ad3ocating8

)f "lient is or will be acting in connection with themanagement or in3estment of assets a !lan#7 sub=ect to thelaws of the hilippines, "onsultant hereby ac


5/19

contractor, "onsultant hereby holds "lient harmless from any andall claims that a third party may bring alleging that "lient is"onsultant5s employer under this $greement8

&othing in this $greement may be interpreted or construedto assert that "onsultant will audit the in3estment manager withrespect to its compliance with the in3estment policy statement8+owe3er, "onsultant does ha3e the duty to perform due diligencein assessing the in3estment ad3iced to the "lient8

(. Fees

)n consideration of the ser3ices to be rendered by"onsultant, "lient shall pay "onsultant in accordance with the

fees stipulated in SCHEDUE A !Fees#78 )f this $greement isterminated by either "lient or "onsultant e;ecti3e as of a datewhich is not the end of a calendar uarter, "lient shall pay"onsultant a pro rata portion of the @ee payable hereunderthrough the written receipt of such notice based on the actualnumber of days elapsed8 $ representati3e of "onsultant, who is


6/19

@ees for in3estment manager searches or any additionalser3ices pro3ided by "onsultant will be billed as such ser3ices areperformed8 $ll undisputed in3oices for @ees shall be payable

within thirty B07 days of receipt8

. Con2,entialit'

$ll information recei3ed by "onsultant directly or indirectlyfrom "lient shall be regarded and treated as con4dential8"onsultant shall not be free to di3ulge or to act upon suchinformation with respect to the performance of its ser3iceshereunder8 $ll information and ad3ice furnished by "lient to"onsultant, including "onsultant5s agents and employees, shall be

treated as con4dential and not disclosed to third parties except asagreed upon in writing by "lient or reuired by law8

@urthermore, "lient ac


7/19

and recommendations, pro3ided they act in good faith butnothing herein contained shall be construed to protect "onsultant,its a?liates and employees, against any liability by reason of negligence, willful misconduct, bad faith, or a 3iolation or rec


8/19

$greement, except to the extent that such losses are caused byor result from "onsultant5s negligence, willful misconduct, badfaith, or a 3iolation or rec


9/19

of them has or may ha3e substantial economic interest, unlessthe "onsultant either determines in good faith that it mayappropriately do so without disclosing such conCict to "lient ordiscloses such conCict to the "lient prior to rendering such ad3ice

or ser3ices with respect to the ortfolio 7. Aut+orit'

"lient and "onsultant each represent that the personexecuting and deli3ering this $greement on their behalf has fullpower and authority to do so and that this $greement is binding8ach party underta


10/19

immediately pay such amounts to "onsultant without furthernotice or demand therefor8 $nything herein to the contrarynotwithstanding, "lient shall ha3e the right to terminate this$greement, without penalty, within 43e business days of the date

of the initial execution of this $greement by "lient and to recei3ea full refund of all amounts paid to "onsultant8

Dpon termination, "onsultant shall: a7 promptly discontinueall wor


11/19

1$. A#en,#ents

This $greement may not be modi4ed or amended except bya writing signed by the parties hereto8

1(. Severa&ilit'

)f any pro3ision of this $greement shall be held or made nonAenforceable by a statute, rule, regulation, decision of a tribunal orotherwise, such pro3ision shall be automatically reformed andconstrued so as to be 3alid, operati3e and enforceable to themaximum extent permitted by law or euity while most nearlypreser3ing its original intent8 The in3alidity of any part of this$greement shall not render in3alid the remainder of this

$greement and, to that extent, the pro3isions of this $greementshall be deemed to be se3erable8

1). Miscellaneous

"onsultant co3enants, represents and warrants thefollowing: a7 "onsultant is registered under the laws of %apan andis licensed to do business b7 "onsultant is duly organized, 3alidlyexisting and in good standing under the laws of the state of its

incorporation or organization c7 "onsultant has the power andauthority to enter into this $greement and to carry out itsobligations hereunder and the execution of this $greement hasbeen duly authorized by "onsultant and no other proceedings onthe part of "onsultant are necessary to authorize this $greementd7 neither the execution of this $greement, nor the actscontemplated hereby, nor compliance by "onsultant with anypro3isions of this $greement, will 3iolate any charter document,contract, agreement, law, or any =udgment, decree, order,regulation or rule of any court or go3ernmental authority with

=urisdiction o3er "onsultant e7 "onsultant has completed,obtained and performed all registrations, 4lings, appro3als,licenses, authorizations, consents or examinations reuired byany go3ernment or go3ernmental authority for entry into the$greement and performance of its acts contemplated by this$greement, and "onsultant shall maintain proper authorizations


12/19

during the term of the $greement f7 "onsultant shall carry outits duties and obligations in accordance with the pro3isions of allapplicable ordinances, regulations and laws of all go3ernmentalentities with =urisdiction o3er the transactions contemplated g7

"onsultant represents and warrants that the rate of the @ee inbasis points7 payable by "lient is not and will not be higher thanany consulting fee paid or payable by any other taxAexempt clientof "onsultant with comparable in3estment ob=ecti3es if "onsultant charges a lower fee to a comparable account, then"onsultant will reduce the @ee for "lient accordingly h7"onsultant shall notify "lient of any material change in theorganizational structure and>or ownership of "onsultant within areasonable period of time following such a change and i7"onsultant shall promptly notify "lient orally and>or in writing if

any of the representations and warranties of "onsultant set forthin this $greement, including but not limited to those set forthbelow, shall cease to be true at any time during the term of this$greement8

&either "onsultant nor, to its


13/19

insol3ency petition or been declared ban


14/19

the sub=ect matter of this $greement is null and 3oid and of noforce or e;ect8

The foregoing resolutions shall remain 3alid and subsisting

unless otherwise re3o$T

who is>are personally oridenti4ed through competent e3idence of identity as de4ned by


15/19

-ules on &otarial ractice, who presented the foregoinginstrument and signed the instrument in my presence, and whotoo< an oath before me as to such instrument8

&otary ublic

oc8 &o8 ______

age &o8 ______

.oo< &o8 ______

*eries of 20__

SCHEDUE A


16/19

SER="CES AND FEES

1. Consultin9 Services

"onsultant agrees to pro3ide the following ser3ices to "lient:

A0 "nvest#ent *olic' an, Asset@ia&ilit' Stu,ies?

18 "onduct an annual comprehensi3e re3iew and analysisof in3estment policies, ob=ecti3es, asset allocation andportfolio structure, and recommend changes, if appropriate8 -e3iew and update at least annually thesystem5s in3estment policy statement8 ro3ide a

detailed written report regarding the foregoing8

28 (or< with sta; and the actuary to conduct anasset>liability study of the fund at least e3ery threeyears, including recommending methodologies,assumptions, asset classes for consideration, andalternati3e asset allocations8

B8 e3elop an appropriate in3estment management

structure for the system and each asset class thatconsiders the role of acti3e 3ersus passi3e strategiesand in3estment management styles under di;erentmar


17/19

and strategies might impro3e the in3estment programand whether they should be implemented8

G8 ro3ide ad3ice and recommendations on 3arious other

in3estment policy issues including, but not limited to:currency management, deri3ati3es, rebalancing, use of soft dollars, securities lending, proxy 3oting, etc8

>0 "nvest#ent Mana9er Oversi9+t Searc+ an,Selection?

18 ro3ide ad3ice and recommendations on in3estmentmanager allocation and structure, manager mandatesand performance benchmartermination and assist inde3eloping a formal manager re3iew process8

E8 ro3ide in3estment manager search and selectionser3ices from time to time and ma


18/19

28 "onduct performance attribution analysis to determinethe 3alue added by in3estment policy, asset allocationand security selection8

B8 resent performance reports on a uarterly basis tothe .oard and a monthly performance summary tosta;8

E8 -ecommend appropriate performance benchmar


19/19

H8 ro3ide education to .oard and sta; on in3estmentissues and participate in ad hoc wor

draft memorandum of agreement

Documents