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HomeMy WebLinkAbout99-154 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 99- 154 A by-law to authorize The Corporation of the Municipality of Clarington (the "Corporation") to enter into the Agency Agreement, 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 Mayor and Clerk to execute the necessary documents for that purpose. WHEREAS the Municipal Act 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 be those parties or their agents; AND WHEREAS the Corporation proposes to enter into an Agency Agreement dated May 31, 1999 (the "Agency Agreement") between CHUMS Financing Corporation, a duly incorporated wholly-owned 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, as 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 to be in the interest of the Corporation of the Municipality of Clarington to enter into the Agency Agreement and to enrol in the Funds; NOW, THEREFORE, THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON ENACTS AS FOLLOWS: 1. The Mayor and Clerk are authorized to execute the Agency Agreement in the form attached as Schedule "A" and to affix the corporate seal. 2. The Treasurer is hereby authorized and directed to enter into and execute any other necessary documents, including without limitation enrolment 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. READ A FIRST AND SECOND TIME THIS 25TH DAY OF OCTOBER, 1999. READ A THIRD TIME AND FINALLY PASSED THIS 25TH DAY OF OCTOBER, 1999. Mayor.. Clerk �r`Qab►ic SeCr Schedule w $Y AGE IGX AGREEMENT- Dated as of May 31, 1999 Between AGENT and ELIGIBLE INVESTORS MCMrLLAN BiNctt BARRISTERS&SOLICITORS TABLE OF CONTENTS SECTION 1 - INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (a) Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (c) Banking Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I (d) . CHUMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 (e) Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2 (f) Eligible Investor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (g) Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (h) Fund Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (i) Fund Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (j) Fund Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (k) Investment Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (1) Investment Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (m) Investor . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . (n) LAS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ? — (o) Municipal Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ? (p) Payment Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (q) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 2 - AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 _ 2.01 Appointment of Agent, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.02 Fund Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.03 Resignation of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.04 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. . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . I . . . . . . . 6 3.04 Representations and Warranties of Investor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.05 Limitation on liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.06 Addition of parties to this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 7 ?.07 List of Investors and Investor information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 SECTION -t - THE CUSTODIAN, PAYMENT SERVICER. VALUATOR, RECORDKEEPER AND Iv'VEST,MENT COUNSEL 7 4.01 authority . . . . . . . . . 4.02 Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4.03 Payment Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4.04 Valuator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4.05 Recordkeeper. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4.06 Investment Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 _ (a) Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (b) Insurance 8 SECTIONS - THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5.01 Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5.02 investment policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Fees andxti ;°w . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S 5.04 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5.05 Investment and withdrawal of funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 5.06 Income on investments . . . . . . . . . . . . . . . . w, 9 5.07 Default in payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .^. . . . . . . . 9 5.08 Wind-up of a Fund by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 SECTION 6 - GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 6.01 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (a) Address for notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l0 (b) Effective date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 6.02 No partnership or deemed agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 6.03 No fiduciary duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04 No assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . 11 6.05 Further action . . . . . . . . . . . . . 6.06 Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I1 6.07 Attornment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 6.0S Counterparts . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . SCHEDULEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Al MONEY MARKET FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . At SCHEDULES . . . . . . . . . BI BONDFUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . , . . . . BI SCHEDULEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CI ISSUING INVESTMENT, WITI-7RAWAL AND TRANSFER INSTRUCTIONS TO THE RECORDKEEPER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C 1 AGENCY AGREEMENT - This agreement dated as of May 31, 1999 is between CHTRVIS FINANCING CORPORATION and LOCAL AUTHORITY SERVICES LEMTED 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 1 - 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 gr ��>.. time to tynrre as the agreement,'tl Fund Schedules or any of the other schedules may e 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; 1 2 (e) Custodian at any time means a financial institution which at such time has been approved by the Agent to provide custodial, fund accoundng.and other custody related services in connection with the Funds; V (f) Eligible Investor means, in respect of a Fund, a municipality, college, hospital. school board, or university, as defined under the Municipal .pct or such other persons or classes of persons as may be prescribed under the Municipal Pict, 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 Servicer, Valuator, Recordkeeper, Investment Counsel and such other persons as the Agent considers appropriate for the purpose of carrying out the objectives of Bach Fund; (i) Fund Committee means the committee described in Section 2.02; Fund Schedule means a schedule to this Agreement, as added, amended, deleted, supplemented, restated, renewed or replaced 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) Investment Account 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. (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; non s 3 -- (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 r... 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 ui any jurisdiction, the illegality, invalidity or unenforceability 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. AGREafc"13:Or7 n 'l n -� T L 4 3.03 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«•i-itten notice to each Investor specifying the date on which the resignation is to be effective and by ,,iving notice in accordance with Section 5.08 to wind-up all of the Funds. 2.04 .automatic Termination of CHUMS or LAS as Agent. If: -- (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 arrangement with creditors to take advantage of f any 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 part 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 cnforce 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. rl r 5 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 of the 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 withdra "(` ac ordance 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. 2.07 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 C 6 that ail necessary actions have been taken by the Eligible Investor to authorize such persons to give investment, withdrawal or transfer instructions, J (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 thdd Agent cease to be an Investor. 3.04 Representations and Warrantless 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 Recordkeeper 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 Investor's 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 f � Agent. the Custodian, the Payment Servicer, the Valuator, the Recordkeeper and the Investment Counsel from anv loss,cost,damage,or expense that anv 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 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 r, 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 SERVICER, 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. n 7 8 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. SECTION 5 - THE FUNDS 5.01 Funds. The Investor agrees with the Agent and akl 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 tithe, 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. 5.45 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 f GREMENAVE Ct J 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 (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 persona 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 wntten notice to all Investors that it intends to wind-up a Fund, wired-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. 10 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 se the Agent and in the case of the Agent t out in the in tn forakion sheets in respect of each Investor kept by to: ONE -The Public Sector Group of Funds c/o CHUMS Financing Corporation, 121 John Street,Main Floor Toronto, Ontario MSV 2E2 ... Attention: Executive Vice-President, CHUMS Facsimile: (416) 979-1060 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 Banldng Day)or, if mailed,on the second Banking Day following the day in which it is mailed, If a 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 3:00 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. 6.42 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. 4GREMEI S.0NE ll 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 party 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 atforns 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. - --AGREME13.ONE _.___._.__-- C 1z 1--- -- - 12 The parties have executed this Agreement. CHUMS FINANCING CORPORATION BY: Xz Heather Bell,Executive Vice-President LOCAL AUTHORITY SERVICES LIMITED BY: Sharad Kerur,President COUNTERPART OF THE AGENCY AGREEMENT DATED AS OF MAY 31, 1999 BETWEEN f CHUMS FINANCING CORPORATION AND LOCAL AUTHORITY SERVICES LIMITED L - AND - ELIGIBLE INVESTORS (AS DEFINED IN THE AGREEMENT) BY; PRINT NAME: PRINT TITLE: ORGANIZATION: K:1REVnV10�41` lE?JA©LVtEV SMAGREAMIS,OME GRErtfE13.Ow 848— SCHEDULE A MONEY MARKET FUND 1. 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) 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 pro%ision. 4. Valuation. Valuations of the assets of this Fund will be performed on a market value basis net of accrued fees and expenses. r 5. Time of Valuation.The value of the assets of this Fund will be calculated by the Valuator at 4.00 p.m. Toronto time or such other time as the Valuator may in its discretion determine from time to time on each Banking Day. 6. Minimum Investment. The minimum amount for each investment is$10,000. 7. Minimum Withdrawal. The minimum amount for each withdrawal is $10,000 or, where the balance is less than$10,000, 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$10,000 or, where the balance is less than$10,000, all remaining funds in the investor's Investment Account from which the transfer is being made including any accrued earnings. A2 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 first day on which the Investor's investment is credited to the Money Market Fund and ending on and including the day immediately before 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 ail 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. V (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 receive; (a) a confirmation of each transaction initiated by the Investor,which will be faxed by the Recordkeeper to the Investor on the same Banking Day that the telephone call in which instructions were issued took place; (b) a monthly history statement from the Recordkeeper for that Investor's Investment Account which will be mailed within three Banking Days of the end of the month, 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) a monthly report 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. Malang an Investment, �lGREbf£1 S.ON,E A3. (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 for Instructions. Where investment instructions are issued by the Investor between 8:00 a.m. (Toronto time)and 10:00 a.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 that same Banking Day. Where investment instructions are issued by the Investor after 10:00 a.m.(Toronto time)and by 5:00 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. 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, 13. Maldng a Withdrawal. (a) Instructions irrevocable. Withdrawal instructions made by the Investor are irrevocable and must be issued in accordance with the procedure set out in Schedule C. (- (b) Time of instructions. Where withdrawal instructions are issued by the Investor between 8:00 a.m. (Toronto time)and 10:00 a.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 after 10:00 a.m. (Toronto time) and by 5:00 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 Servicer. (c) Clearance of funds. An Investor may not withdraw funds invested by it which have not been cleaned. For fund clearance purposes, the following time restrictions apply to withdrawals made by the Investor: (1) if the Investor's financial institution (as designated on the pre-authorized debit authorization) is any one of the Bank of Montreal, Royal Bank of Canada, Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, The Toronto-Dominion Bank, National Bank of Canada, or any other financial institution approved by the Payment Servicer and the Agent from time to time, the Investor may not withdraw any amount invested by it through the Fund within eight calendar days after making such investment. 841 A4 (2) if the Investor's financial institution (as designated on the pre.authorized debit authorization) is a financial institution not listed in or approved as set out in (a) above, the investor may not withdraw any amounts invested by it through the Fund within 14 calendar days after making such investment. (d) 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 or to Another Investor. (a) Instructions irrevocable. Instructions made by the Investor for transfers to another Fund or to another Investor are irrevocable and must be issued by the Investor in accordance with the procedure 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 Setvicer and the Investor's Bank Account(s), (c) Transfers to another Investor. Transfers by an Investor from the Investor's account within the Money Market Fund to another Investor are permissible only to the other Investor's account within the Money Market Fund. Where the Investor has issued instructions to transfer funds from the Investor's Investment Account to another Investor's Investment Account within this Fund, before 10:00 a.m. on any Banking Day, such transfer shall be made on the next Banking Day. If transfer instructions are issued to the Recordkeeper after 10:00 a.m. on any Banking Day, the transfer shall be made on the second Banking Day immediately following the day on which transfer instructions were issued by the Investor. The Recordkeeper, in executing such transfer instructions, will cause such transfers to occur directly between the Investor's Investment Account and the other Investor's Investment Account and not by way of the Payment Servicer and the Investor's Bank Account or the other Investor's Bank Account. (d) Deemed .Investment by Transferee. Each Investor agrees that any transfer to that Investor's Investment Account will be treated as an investment by that Investor. 4GRE'MEI5.ONE f SCHEDULE B BOND FUND I. 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) 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 Bond Fund. All other capitalized terms used in this Schedule have the meanings given to them in the Agreement. 2. Objective. The principal objective for 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 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 proN ision. 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 4:00 p.m. Toronto time or such other time as the Valuator may in its discretion determine from time to time on each Banking Day. 6. Minimum Investment. The minimum amount for each investment is$10,000. 7. Minimum Withdrawal. The minimum amount for each withdrawal is 510,000 or, where the balance is less than$10,000, 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$10,000 or,where the balance is -- less than$10,000, all remaining funds in the Investor's Investment Account from which the transfer is being made including any accrued earnings. A GREMEIS.ONE C Bz a 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 first day on which the Investor's investment is credited to the'Bond Fund and ending on and including the day immediately before 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 retrains 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 Banldng 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 upon providing 30 days notice of the effective date of such change to all Investors. IL Reporting, Each Investor having investments in the Bond Fund wil I receive: (a) a confirmation of each transaction initiated by the Investor,which will be faxed by the Recordkeeper to the Investor on the same Banking Day that the telephone call in which instructions were issued took place; (b) a monthly history statement from the Recordkeeper for that Investor's Investment Account which will be mailed within three Banking Days of the end of the month, 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) 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. WME!5.ONE TT i. B3 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 between 8:00 a.m. (Toronto time)and 10:00 a.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 that same Banking Day. Where investment instructions are issued by the Investor after 10:00 a.m. (Toronto time)and by 5:00 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. 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) Instructions irrevocable- Withdrawal instructions made by the Investor are irrevocable and must _ be issued in accordance with the procedure set out in Schedule C. (b) Time of instructions. Where withdrawal instructions are issued by the Investor between 8:00 a.m. -- (Toronto time) and 10:00 a.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 third Banking Day following the Banking Day on which withdrawal instructions were issued by the Investor. If investment instructions are issued by the Investor after 10:00 a.m. (Toronto time) and by 5:00 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 and credited to the Investor's Bank Account on the fourth Banking Day following the Banking _. Day on which withdrawal 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) Clearance of funds. An Investor may not withdraw funds invested by it which have not been cleared. For fund clearance purposes,the following time restrictions apply to withdrawals made by the Investor: (1) if the Investor's financial institution (as designated on the pre-adthorized' de it - authorization) is any one of the Bank of Montreal, Royal Bank of Canada, Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, The Toronto-Dominion Bank, A GREbLE1 i.ONE �} .:: B4 National Bank of Canada, or any other financial institution approved by the Payment �- Servicer and the Agent from time to time, the Investor may not withdraw any amount invested by it through the Fund within eight calendar days of making such investment. (2) if the Investor's financial institution (as designated on the pre-authorized debit authorization) is a financial institution not listed in or approved as set out in (a) above, the investor may not withdraw any amounts invested by it through the Fund within 14 calendar days of making such investment. (d) Limits on right to make withdrawals. Despite any other provision in the Agreement or this Schedule, if an Investor has made or makes a withdrawal or transfer request which would be effective on the third Banking Day following the Banking Day on which withdrawal instructions were issued by the Investor, the Agent may delay any such withdrawal or transfer to the next following Banking Day. 14. Making a Transfer to Another Fund or to Another Investor. (a) Instructions irrevocable. Instructions made by an Investor for transfers to another Fund or to another Investor are irrevocable and must be issued by the Investor in accordance with the procedure 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, m executing such transfer instructions, will cause such transfers to occur directly between the Investor's Im estment Accounts and not by way of the Payment Servicer and the Investor's Bank Account(s). (c) Transfers to another Investor. Transfers by an Investor from the Investor's account within the Bond Fund to another Investor are permissible only to the other Investor's account within the Bond Fund. Where the Investor has issued instructions to transfer funds from the Investor's Investment Account to another Investor's Investment Account within this Fund, before 10:00 a,rm.on any Banldng Day, such transfer shall be made on the next Banking Day. If transfer instructions are issued to the Recordkeeper after 10:00 a,m. on any Banking Day, the transfer shall be made on the second -� Banking Day immediately following the day on which transfer instructions were issued by the Investor. The Recordkeeper, in executing such transfer instructions, will cause such transfers to occur directly between the Investor's Investment Account and the other Investor's Investment Account and not by way of the Payment Servicer and the Investor's Bank Account or the other Investor's Bank Account. CREAM J.ONE BS C s' [d) Deemed investment by transferee. Each Investor agrees that any transfer to that Investor's Investment Account will be treated as an investment by that Investor. A GREME13.ONE i SCHEDULE C ISSUING INVESTMENT, WITHDRAWAL AND TRANSFER INSTRUCTIONS TO THE RECORDKEEPER Instructions. An Investor may issue investment. withdrawal and transfer instructions: (a) by telephone by calling the Recordkeeper' live operator(the "Recordkeeper Operator") at a toll-free telephone number between the hours of 8:00 a.m, (Toronto time) and 5:00 p.m. (Toronto time), or (b) by such other means as the Agent may prescribe from time 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. For security purposes, all investment instructions issued to the Recordkeeper under Section 1(a),veil be tapew.recq�iiyd by the Recordkeeper. Execution by Recordkeeper. Telephone instructions issued to the Recordkeeper will be executed without prior confirmation by the Recordkeeper and the Investor accepts responsibility for all telephone instructions which purport to have been given by the Investor whether or not such instructions were authorized. Cam. 4. Instructions to Payment Servicer. All telephone 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. Confirmation of Instructions. All telephone instructions received by the Recordkeeper during a Banking Day will be confirmed back to the Investor by facsimile on the same Banlarig Day. The Investor accepts responsibility to correct any incorrect instructions and shall make all such corrections and inform the Recordkeeper of such corrections by facsimile before the end of the next .� Banking Day after having received the original facsimile confirmation from the Recordkeeper. b. Procedure for Issuing Instructions to Recordkeeper. On calling the Recordkeeper Operator, the Recordkeeper Operator will ask the representative of the Investor for the following investor information ("Investor Information"): (al the Warne of the individual making the call 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, (c) the authorization code as assigned by the Recordkeeper corresponding to the Investor's account as !' registered by the Investor. AGREME:s.oNE C2 Failure by the representative of the Investor to provide the Recordkeeper Operator with the correct Investor Information will terminate the call and render any instructions given to the Recordkeeper Operator by the representative of the Investor null and void. r. Transaction Information, Where the Investor Information provided by the representative of the Investor to the Recordkeeper Operator has been verified by the Recordkeeper Operator as being correct, the Recordkeeper Operator will ask the Investor to identify the type of transaction (i.e. "an investment" or"a withdrawal" or"a transfer to another fund" or"a transfer to another Investor"): If the instructions are for: (a) an investment, the Recordkeeper Operator will ask for :�-_•'. :::: (ij the dollar amount of the investment, (ii) the investment account name into which the investment will be made, (iii) the authorization code relating to that investment account; (b) a withdrawal, the Recordkeeper Operator will ask for (i) the dollar amount of the withdrawal or "ALL" if the instruction pertains to all monies l belonging to the Investor in the Fund including any accrued earnings, i (ii) the investment account name from which the withdrawal is to be made, (iii) the authorization code relating to that investment account; (c) a transfer to another Fund by the same Investor, the Recordkeeper Operator will ask for (i) the dollar amount of the transfer or"ALL" if the instruction pertains to all monies belonging. to the Investor in a Fund including any accrued earnings, r the investment account name from which the transfer is to be made, (iii) the authorization code relating to that investment account, (iv) the investment account name to which the transfer will be made, f - (v) the authorization code relating to that investment account; (d) a transfer to another Investor, the Recordkeeper Operator will ask for v. ,4GREME15.0NE C3 the dollar amount of the transfer or"ALL" if the instruction pertains to all monies belonging to the Investor in a Fund including any accrued earnings, the investment account name from which the transfer is to be made, (iii) the authorization code relating to that investment account, (iv) the name of the other Investor to which the transfer will be made, (v) the investment account name of the other Investor in the same Fund to which the transfer will be made, (vi) the authorization code relating to that investment account of the other Investor. &• Investor's Responsibility, Before issuing instructions to have fiords transferred to another Investor, the Investor accepts responsibility to ensure that such other Investor continues to be an Investor and is authorized to have investments through the Fund designated by the Investor initiating such transfer. �- 4. 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. y AGREMBI S.ONE