HomeMy WebLinkAboutFSD-015-24Staff Report
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Report To: General Government Committee
Date of Meeting: April 8, 2024 Report Number: FSD-015-24
Submitted By:
Reviewed By:
Authored by:
File Number:
Report Subject:
Trevor Pinn, Deputy CAO/Treasurer, Finance and Technology Mary-
Anne Dempster, CAO Resolution#: GG-052-24
Trevor Pinn
By-law Number: 2024-016
Adoption of Prudent Investor Standard and Agreement with ONE JIB
Recommendations:
1.That Report FSD-015-24, and any related delegations or communication items, be
received;
2.That the By-law attached to Report FSD-015-24, as attachment 1, be approved with
the effective date to be determined upon the successful execution of the agreement
with ONE JIB;
3.That the Draft Investment Policy, as attachment 2, be approved with the same
effective date as the by-law mentioned above, and that Staff be directed to update
references in the policy for the effective date of the prudent investor standard;
4.That Policy CP-003 Investment Policy be renamed, Policy CP-003 Investment Policy
(Legal List);
5.That the Mayor and CAO be authorized to execute the agreement with ONE JIB,
substantially in the form as included as Attachment #3 to Report FSD-015-24;
6.That the Deputy CAO, Finance and Technology/Treasurer be directed to complete
the required documentation client questionnaire; and
7.That all interested parties listed in Report FSD-015-24, and any delegations be
advised of Council’s decision.
Municipality of Clarington Page 2
Report FSD-015-24
Report Overview
Council has directed staff to work with local area municipalities to determine next steps for
adopting the Prudent Investor Standard. This Report outlines the local interest, and next
steps for adopting the Prudent Investor Standard for the Municipality of Clarington.
Staff, are recommending joining the existing ONE JIB as there is not significant interest at
this time for a local joint board. As well, the Region of Durham is joining the ONE JIB utilizing
a new model of investment administration which provides greater options for investment
opportunities. Staff are recommending that the Municipality follow the Region’s entry into
ONE JIB effective the fall of 2024 and that staff are directed to complete the necessary
agreements, questionnaires and by-laws to facilitate this arrangement.
1. Background
1.1 The author of this report wishes to disclose that they are a member of the Board of
Directors of ONE Investment Inc. This position is a volunteer position representing the
Municipal Finance Officers’ Association of Ontario’s interests. It should be noted that the
Municipality already invests through the legal list portfolios of ONE Investment Inc.
Further, ONE JIB is not controlled by ONE Investment, ONE JIB is a joint municipal
services board which uses the services of ONE Investment.
Direction to adopt prudent investor standard
1.2 At its October 16, 2023 meeting General Government Committee passed Resolution
#GG-172-23 from Report FSD-036-23 which stated
That the Deputy CAO/Treasurer be directed to create the necessary documents
and agreements, such as investment policies and enabling by-laws, to facilitate
the adoption of the prudent investor standard;
That the Deputy CAO/Treasurer works with the Region of Durham and interested
local municipalities to explore whether there is sufficient support for establishing
a new local Joint Investment Board (JIB) under the prudent investor standard;
That the Deputy CAO/Treasurer work with ONE Investment Inc. to facilitate the
Municipality joining the ONE JIB if there is insufficient support for a local option
1.3 The Prudent Investor Standard has been an option for municipalities since 2018. In
2020, the ONE JIB was created as a joint municipal services board. To date it is the
only joint investment board in Ontario.
Municipality of Clarington Page 3
Report FSD-015-24
1.4 Only the Cities of Barrie and Ottawa have created Investment Boards for their own
purposes under the Municipal Act, 2001. The City of Toronto has a board under sim ilar
requirements in their act.
Key Considerations
1.5 There are several key considerations that have been highlighted in previous reports;
however, it is important that Council is fully aware of the impact of moving to the
Prudent Investor Standard.
1.6 Under the legislation, all funds that are defined as Money Not Immediately Required are
required to be transferred to the control of the Joint Investment Board (JIB) or
Investment Board (IB).
1.7 Investment and Joint Investment Boards cannot include any elected officials or staff.
The only exception is that up to 25 percent of the board may include municipal
treasurers.
1.8 Once a municipality elects to adopt the Prudent Investor Standard, only a ministerial
order may allow it to exit the standard. The Municipality is able to move from JIB to JIB
or create its own IB, however it must at all times be part of a JIB or have an IB in place .
1.9 Council approves the investment policy which must be followed by the investment
board. The policy must be reviewed annually, this provide s Council with the ability to
have strategic control of risk and allowable investments.
Local Interest in Prudent Investment
1.10 In speaking with other Treasurers at local area municipalities and the Region of
Durham, a local board would not be feasible for several years. A local JIB would require
an exemption from the Ontario Securities Commission, something that can take one to
two years to get in place; the ONE JIB already has this exemption.
1.11 The Town of Whitby is a founding member of the ONE JIB.
1.12 The City of Pickering and the Town of Ajax are exploring options, however at this time
they do not have direction to move forward with adopting the Prudent Investor Standard.
1.13 The smaller local municipalities are not interested at this time; however, they may be
interested in the future.
1.14 The Councils for Clarington and the Region of Durham have approved moving forward
with the Prudent Investor Standard, although the enabling by-laws have not yet been
passed.
Municipality of Clarington Page 4
Report FSD-015-24
Outsourced Chief Investment Officer Model
1.15 Based on the existing interest locally, staff at both the Region of Durham and the
Municipality of Clarington are recommending joining the ONE JIB. This would mean that
two local municipalities and the Region would be members of the same JIB.
1.16 It is not financially feasible or expedient for the Municipality of Clarington and the Region
of Durham to create its own JIB at this time. This is not to mean that a local board would
not eventually be created if there was more interest locally.
1.17 A similar report to this report is going to the Finance and Administration Committee at
the Region of Durham on April 9, 2024. The recommendation by staff will be for the
Region to join the ONE JIB through their new Outsourced Chief Investment Officer
(OCIO) model. This model allows ONE JIB to service larger municipalities through
outsourcing administration to PH&N Investment Services, the service provider hired by
ONE JIB through a competitive process. The Region will be the first member using this
model when they are expected to join at the June meeting, the Municipality would join in
September. In discussion with ONE Staff, it is expected that the onboarding of the
Region would utilize existing resources, we are recommending a staged approach to
allow for smooth transitions for all parties.
1.18 It is Staff’s understanding that ONE JIB is increasing its Board of Directors to
accommodate an additional Treasurer on the Board. This additional treasurer would be
the Region of Durham’s Treasurer. This addition would also allow Clarington to have
indirect representation at the ONE JIB Board.
2. Steps to Adopting Prudent Investor Standard
Enabling By-law
2.1 To approve the use of the Prudent Investor Standard, Council must pass an enabling
by-law indicating that it meets the requirements of the Act and wishes to adopt the
standard. Once the by-law is effective the Municipality must give funds to either its
investment board or its joint investment board.
2.2 The draft by-law, as attachment 1, has an effective date equal to when the Municipality
executes its agreement with ONE JIB. This is expected to be in September 2024. Until
the enabling by-law is effective, the Municipality must continue to follow the legal list
investment regime.
2.3 Once effective, only a ministerial order can remove the Municipality from the Prudent
Investor Standard.
Municipality of Clarington Page 5
Report FSD-015-24
Draft Investment Policy
2.4 The Municipality is required to have an Investment Policy under the Municipal Act,
2001. With the adoption of prudent investors, it was felt that a new policy would be more
efficient as there were substantial changes in the scope and requirements compared to
the existing policy.
2.5 The new Investment Policy is attached to this report as attachment 2. The policy has
been adapted from the template provided by ONE JIB to meet Clarington’s formatting
standards and investment needs.
2.6 Key aspects to the policy include the definition of Money Not Required Immediately, the
money that is managed internally, as that which is needed within 36 months. The funds
that are not required within this frame are to be transferred to the ONE JIB to be
managed by the board.
2.7 The policy also creates three investment objectives, short-term, medium-term and long-
term. These objectives will help the investment board create the investment plan to
properly balance the investment portfolio to meet our objectives.
2.8 The policy states that there are no prohibited investments, Council may at its discretion
identify investments that are not allowed to be included in the investment plan.
2.9 The policy states that the investment in the Local Distribution Company (LDC) is a
restricted investment which Council retains sole decision making on.
Rename Existing Investment Policy / Transition
2.10 The existing policy is recommended to be renamed CP-003 Investment Policy (Legal
List) and will be the basis for which the funds required in the next 36 months will be
invested and managed. This has been identified and referenced in the new Investment
Policy
2.11 This policy will solely follow the legal list requirements and will be updated annually to
better reflect the short-term needs of the Municipality’s investment portfolio for working
capital.
Agreement to Join ONE JIB
2.12 A draft agreement is included as attachment 3 to this Report. It is expected to be
substantially in the form as attached, however it will not be executed unt il September
once the ONE JIB approves our entry into the board.
Municipality of Clarington Page 6
Report FSD-015-24
2.13 The agreement is the standard agreement that all other municipalities have executed.
Staff are recommending that authority be given to the Mayor and CAO to execute the
agreement provided it remains substantially in the form as attached.
Municipal Client Questionnaire
2.14 As part of the onboarding process, ONE JIB asks municipalities to fill out a
questionnaire (an example is in attachment 4) to get a better understanding of its clients
needs and investment risk. This is similar to Know Your Client forms that customers fill
out or go through at financial institutions.
2.15 Staff will be working throughout the summer to fill in this questionnaire in advance of
the September ONE JIB meeting to facilitate the onboarding process.
3. Financial Considerations
3.1 Implementing the prudent investor standard provides access to greater diversification of
investment, since the Municipality is no longer required to only invest in prescribed
investments. This reduces certain risks such as concentration risk.
3.2 Joining an existing JIB is cost effective as the Municipality does not need to invest in the
costs to create a new JIB, and is able to share the cost of governance with multiple
municipalities. Further, the ability to access institutional investment managers may not
be available to the Municipality due to its relatively smaller investment portfolio when
compared to a joint board.
3.3 It should be noted that prudent investor does not guarantee increased revenues, there
are factors outside of the control of the Municipality that will impact investment income.
The move to prudent provides more options to the Municipality with which to diversify its
investment portfolio and seek investment income opportunities.
4. Strategic Plan
4.1 The investment policy supports the expected result L.2: Finances and operations are
efficiently and responsibly managed.
4.2 Investment income is used as a funding source to the Municipality. Investment income
can be used as part of the long-term financial planning framework to mitigate tax
increases while providing a source of funds for capital investment. This meets action
L.2.5 funding strategy and proposed service levels for all assets.
Municipality of Clarington Page 7
Report FSD-015-24
5. Concurrence
Not Applicable.
6. Conclusion
It is respectfully recommended that Council approve the enabling by-law to move to
Prudent Investor, approve the execution of the agreement to join ONE JIB, approve the
new Investment Policy and direct staff to complete the necessary steps to join ONE JIB.
Staff Contact: Trevor Pinn, CPA, CA, Deputy CAO, Finance and Technology/Treasurer, 905-
623-3379 ext.2602 or tpinn@clarington.net.
Attachments:
Attachment 1 – Draft By-law Authorizing Adoption of Prudent Investor Standard and
Agreement with ONE JIB
Attachment 2 – Draft Policy – Investment Policy
Attachment 3 – Sample ONE JIB Agreement
Attachment 4 – Sample ONE JIB Municipal Client Questionnaire
Interested Parties:
The following interested parties will be notified of Council's decision:
ONE Investment
ONE JIB
Region of Durham
Attachment 1 to Report FSD-015-24
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The Corporation of the Municipality of Clarington
By-law 2024-XXX
Being a by-law to authorize the Corporation of the Municipality of Clarington to invest its
money and investments that it does not require immediately in the Prudent Investor
Program of ONE Joint Investment Board (“ONE JIB”) pursuant to section 418.1 of the
Municipal Act, 2001, to approve various documents, the entering into of specific
agreements and the delegation of certain powers and duties.
Whereas section 418.1 of the Municipal Act, 2001 (the “Act”) permits a municipality that
meets certain requirements to invest money that it does not require immediately in any
security in accordance with the Act and the related regulations in any securities
provided that it exercises the care, skill, diligence and judgment that a prudent investor
would exercise in making such an investment;
Whereas section 418.1 of the Act provides that a municipality may, pursuant to
subsection 418.1 (2) of the Act, pass a by-law to have section 418.1 apply to the
municipality (the “Prudent Investor Enabling By-law”) provided that the municipality
satisfies the prescribed requirements on the day the municipality passes the by-law and
the Act further provides that subsection 418.1(2) will apply to the municipality as of the
effective date set out in the by-law;
And whereas paragraph 3 of section 15 of O. Reg. 438/97 (Part II) (the “Regulation”)
requires that a municipality that intends to invest pursuant to section 418.1 of the Act
through a Joint Investment Board that was established by other municipalities must
have entered into an agreement with the Joint Investment Board and any other
municipalities investing through the Joint Investment Board before it passes its Prudent
Investor Enabling By-law;
And whereas section 18 of the Regulation provides that the council of a municipality
shall adopt and maintain an investment policy in relation to investing under section
418.1 of the Act, and section 25 of the Regulation provides that a municipality may enter
into an agreement described in paragraph 3 of section 15 and may adopt an investment
policy under section 18 of the Regulation before a municipality passes a Prudent
Investor Enabling by-law;
And whereas the treasurer of The Corporation of the [insert name of the relevant
municipality] (the “Municipality”) completed a draft Municipal Client Questionnaire, in the
form attached hereto as Schedule “A” (the “Municipal Client Questionnaire”) and
Attachment 1 to Report FSD-015-24
prepared the draft investment policy statement attached hereto as Schedule “B”, which
is referred to as its Investment Policy Statement (the “IPS”) and the Municipality intends
to approve the completed draft Municipal Client Questionnaire and adopt the IPS, in
accordance with section 18 of the Regulation;
And whereas effective on May 19, 2020 The Corporation of the Town of Bracebridge,
The Corporation of the Town of Huntsville, The Corporation of the Town of Innisfil, The
Corporation of the City of Kenora, The District Municipality of Muskoka and The
Corporation of the Town of Whitby (collectively the “Founding Municipalities”)
established a Joint Investment Board pursuant to an Initial Formation Agreement as a
joint municipal service board pursuant to section 202 of the Act (the “Initial Formation
Agreement”), which Joint Investment Board is called ONE Joint Investment Board
(“ONE JIB”) and all of the Founding Municipalities agreed un der the Initial Formation
Agreement to invest through ONE JIB;
And whereas ONE JIB and the Founding Municipalities have entered into an agreement
that provides that ONE JIB will invest under section 418.1 of the Act on behalf of the
Founding Municipalities under that agreement (the “ONE JIB Agreement”) and that ONE
JIB will also invest under that agreement on behalf of other Ontario municipalities from
time to time (each such municipality, including each Founding Municipality is a
“Participating Municipality”, collectively the “Participating Municipalities”) on the basis
that: (i) before any new Participating Municipality passes its Prudent Investor Enabling
By-law it will have entered into the ONE JIB Agreement with ONE JIB and with all of the
other Participating Municipalities on the day such new Participating Municipality passes
its Prudent Investor Enabling By-law; and (ii) ONE JIB has met the criteria set out in
subsection 17 (3) of the Regulation, and will, in accordance with section 418.1 of the
Act, the Regulation and the ONE JIB Agreement, invest on behalf of the Participating
Municipalities;
And whereas pursuant to the ONE JIB Agreement, all Participating Municipalities,
consent to other municipalities entering into the ONE JIB Agreement from time t o time
so long as they comply with the applicable requirements and criteria under the Act and
the Regulation;
And whereas ONE JIB is subject to all applicable provisions of the Act, including having:
(i) a code of conduct established by the councils of each of the municipalities for which it
is a local board (ii) an Integrity Commissioner and Closed Meeting Investigator
appointed by the councils of the municipalities for which it is a local board; and (iii) a
records retention by-law that establishes retention periods during which the records of
ONE JIB must be retained and preserved in accordance with the Act;
And whereas it has been determined by ONE JIB that it would be prudent to have one
code of conduct, one Integrity Commissioner and one Closed Meeting Investigator for
ONE JIB, rather than one from each of the Founding Municipalities and one from each
Attachment 1 to Report FSD-015-24
of the other municipalities that subsequently enter into the ONE JIB Agreement;
And whereas each of the Founding Municipalities and Participating Municipa lities that
subsequently entered into the ONE JIB Agreement pursuant to an authorizing by-law
that is substantially in the same form as this By-law (“Authorizing By-law”), established
the code of conduct for ONE JIB that is attached to the ONE JIB Agreement as part of
the Terms of Reference (the “Code of Conduct”) and authorized ONE JIB to make
future changes to the Code of Conduct;
And whereas after consultation with ONE Investment staff the Founding Municipalities
directed ONE JIB’s agent, ONE Investment, to undertake a Request for Proposals
(“RFP”) process to retain the services of both an Integrity Commissioner and a Closed
Meeting Investigator for ONE JIB. After completion of the RFP process the
recommended candidate was submitted to ONE JIB for its consideration and ONE JIB
appointed the recommended candidate as its Integrity Commissioner and its Closed
Meeting Investigator;
And whereas each Founding Municipality, pursuant to an Authorizing By-law, delegated
to ONE JIB the authority to appoint its initial Integrity Commissioner and its initial Closed
Meeting Investigator and their respective successors, from time to time, in accordance
with the process set out in the Terms of Reference which form part of the ONE JIB
Agreement;
And whereas a records retention by-law was passed by ONE JIB on February 28, 2024
(the “Records Retention By-law”) and at that time more than a majority of the
Participating Municipalities in their capacity as “affected municipalities” as that term is
used in sections 254 and 255 of the Act, approved the establishment of the retention
periods during which the records of ONE JIB must be retained and preserved and all of
the Participating Municipalities at that time delegated the necessary powers and duties
in respect of the records of ONE JIB to the Secretary of ONE JIB in accordance with the
Records Retention By-Law;
And whereas the Municipality is required to have entered into the ONE JIB Agreement
before the Municipality can pass its Prudent Investor Enabling By-law;
And whereas after ONE JIB confirms its acceptance of the Municipality as a
Participating Municipality under the ONE JIB Agreement and after the Municipality, ONE
JIB and ONE Investment have signed the ONE JIB Agreement ONE JIB, through its
agent ONE Investment, and the Municipality will agree upon on an effective date which
date will be the effective date of the Municipality’s authorization of the application of
section 418.1 of the Act to it, which effective date will also be known as the “Prudent
Effective Date”;
Now therefore the Council of the Municipality of Clarington enacts as follows :
Attachment 1 to Report FSD-015-24
1. The Municipality delegates the completion of the Municipal Client Questionnaire
for and on behalf of the Municipality to the Treasurer.
2. The Municipality adopts the IPS and acknowledges and agrees that control and
management of its money and investments that it does not require immediately
will be given to ONE JIB pursuant to the ONE JIB Agreement as at the Prudent
Effective Date described in section 8 of this By-law.
3. The Municipality authorizes the entering into of the ONE JIB Agreement after
ONE JIB has accepted the Municipality as a Participating Municipality under the
ONE JIB Agreement, substantially in the form attached hereto as Schedule “C”,
pursuant to which ONE JIB will be given the control and management of the
Municipality’s money and investments that it does not require immediately
together with that of all of the other Participating Municipalities as at the day this
By-law is passed with an effective date that is the Municipality’s Prudent Effective
Date as described in section 8 of this By-law and the [head of council] and the
treasurer are authorized to execute the ONE JIB Agreement for and on behalf of
the Municipality.
4. Pursuant to the ONE JIB Agreement which the Municipality has authorized under
this By-law, the Municipality agrees to the establishment of the Code of Conduct
for ONE JIB as a local board of the Municipality on the basis that each
municipality that invests through ONE JIB will similarly agree to the
establishment of the Code of Conduct for ONE JIB in its capacity as a local board
of that municipality and the Municipality hereby authorizes ONE JIB to make
future changes to the Code of Conduct without further approval from the
Municipality.
5. In accordance with the process for appointing an Integrity Commissioner and a
Closed Meeting Investigator and their respective successors from time to time
that is described in the Terms of Reference which form part of the ONE JIB
Agreement the Municipality acknowledges that ONE JIB has appointed its initial
Integrity Commissioner and its initial Closed Meeting Investigator and the
Municipality approves such initial appointments by ONE JIB and the delegation
to ONE JIB of the authority to appoint their respective successors from time to
time.
6. The Municipality acknowledges that ONE JIB as a local board of the Municipality
has established the retention periods during which it must retain and preserve its
records in accordance with the Act and that more than a majority of the
Participating Municipalities at the time approved or shortly thereafter approved
the establishment of such retention periods and the Municipality approves of the
retention periods set out in the Records Retention By-law and hereby delegates
to the Secretary of ONE JIB the necessary powers and duties in respect of the
Attachment 1 to Report FSD-015-24
records of ONE JIB as described in the Records Retention By-law.
7. The delegation to ONE JIB of the power to appoint the successors of the initial
Integrity Commissioner and of the initial Closed Meeting Investigator and the
delegation to the Secretary of ONE JIB of the aforesaid powers and duties in
respect of the records of ONE JIB will not be revoked prior to the end of the term
of the council of the Municipality that made such delegations. These delegations
may be revoked at any time thereafter. These delegations remain in effect unless
and until such revocation occurs.
8. The Municipality hereby authorizes the application of section 418.1 of the Act to it
after the ONE JIB Agreement has been signed by the Municipality, ONE JIB and
ONE Investment on the basis that the effective date of the ONE JIB Agreement
vis à vis the Municipality as a Participating Municipality will be the date that is set
out as the Prudent Effective Date in a Prudent Effective Date Agreement
substantially in the form attached hereto as Schedule “D” and the treasurer of the
Municipality is hereby authorized to execute such agreement on behalf of the
Municipality.
9. Any one or more of the Mayor, the treasurer and the clerk are, for and on behalf
of the Municipality, each hereby authorized to do all things and to execute all
other documents, instruments and papers in the name of the Municipality
necessary or desirable to give control and management of its money and
investments that it does not require immediately to ONE JIB and to deliver all
documents, instruments and papers as required and as authorized by this By-law
and such execution shall be conclusive evidence that such documents,
instruments and papers so executed are the documents, instruments and papers
authorized by this By-law.
10. Sections 1 to 7 inclusive and sections 9 and 10 of this By-law shall take effect on
the day of passing and section 8 of this By-law shall take effect on the
Municipality’s Prudent Effective Date.
Passed in Open Council this XX day of MMMM, 2024.
_____________________________________
Adrian Foster, Mayor
_____________________________________
June Gallagher, Municipal Clerk
Attachment 2 to Report FSD-015-24
Page 1 of 22
Number: CP-XXX
Title: Investment Policy
Type: Financial Management
Sub-type: Investments
Owner: Finance and Technology
Financial Planning
Approved By: Council
Approval Date: April 22, 2024
Effective Date: TBD
Revised Date: Click or tap to enter a date.
Applicable to: Finance and Technology
1. Legislative or Administrative Authority:
1.1. This policy was developed in accordance with Section 418.1 of the Municipal
Act, 2001, which authorizes a municipality to invest money that it does not
require immediately in accordance with the prudent investor standard. The
policy follows the Ontario Regulation 438/97, Eligible Investments, Related
Financial Agreements and Prudent Investment.
2. Purpose:
2.1. This Investment Policy Statement (IPS) governs the investment of the
Municipality's Money Not Required Immediately (MNRI) and Money Required
Immediately (MRI). lt is intended, among other things, to direct the Deputy
CAO, Finance and Technology/Treasurer in the investment of MRI and to
direct ONE Joint Investment Board (ONE JIB) in the investment of MNRI by
implementing the Authorizing By-law (by-law name/number) pursuant to which
the Municipality authorized the establishment of guidelines for the prudent
management of the Municipality's MNRI pursuant to section 418.1 of the Act.
2.2. ln addition to the Municipality's MRI and MNRI, the Municipality is from time to
time entrusted with the management of money and investments for a third -
party beneficiary ("third-party trust funds").
2.3. There are also sources of money in which the Municipality may have an
indirect interest but which the Municipality currently has no authority to invest.
Such sources of money, referred to in this IPS as "designated funds", are listed
in Schedule A attached hereto. The designated funds are identified in this IPS
for the sole purpose of enabling the Municipality to better see, on an
aggregated basis, the various financial assets in which the Municipality has an
interest. The Municipality is not responsible for the investment activities or
performance of designated funds.
2.4. The goals of this IPS are to:
Attachment 2 to Report FSD-015-24
Page 2 of 22
a) Define and assign responsibilities for investment of MRI and MNRI;
b) Describe the Municipality’s responsibilities with respect to third -party trust
funds and designated funds;
c) Ensure compliance with the applicable legislation;
d) Direct ONE JIB as to the Municipality’s investment goals and risk
tolerance;
e) Provide guidance and limitations regarding the investments and their
underlying risks;
f) Establish a basis of evaluating investment performance and the
underlying risks; and,
g) Establish a reporting standard to Council.
2.5. This IPS applies to employees of the Municipality, to ONE JIB and to the
employees of ONE Investment. ONE JIB, the Deputy CAO, Finance and
Technology/Treasurer, and any agent or advisor providing services to ONE JIB
in connection with the investment of the portfolio shall accept and strictly
adhere to this IPS.
3. Scope:
3.1. This policy includes all funds that are managed by the Municipality of
Clarington.
4. Definitions:
4.1. Act – means the Municipal Act, 2001, S.O. 2001, c. 25, as amended from time
to time.
4.2. Agent – means any administrator, Custodian, payment servicer, portfolio
manager, investment counsel, consultant, banker, broker, dealer or other
service provider engaged or appointed by ONE JIB and authorized by ONE JIB
to exercise any of the functions of ONE JIB pursuant to a written agreement, in
the manner and to the extent provided in the Regulation and without limiting
the generality of the foregoing, Agent includes ONE Investment.
4.3. Asset Class – An asset class is a specific category of assets or investments,
such as cash, fixed income, equities, alternative investments, real estate etc.
Attachment 2 to Report FSD-015-24
Page 3 of 22
4.4. Asset Mix (or Asset Allocation) – means the proportion of each asset class
in a portfolio. Asset classes include bank deposits, money market securities,
bonds and equities, among other things.
4.5. Authorizing By-law – means a by-law of a Founding Municipality which
authorizes: (i) the entering into of the Initial Formation Agreement; (ii) the
establishment of ONE JIB; (iii) the approval of the Client Questionnaire and the
adoption of the IPS; and (iv) the entering into of the ONE JIB Agreement.
4.6. Benchmark – means an index that is representative of a specific securities
market (e.g. the S&P/TSX Composite Index, the FTSE/TMX 91 Day T -bill
Index, etc.) against which investment performance can be compared.
Performance benchmarks refer to total return indices in Canadian dollar terms.
4.7. CFA Institute – refers to the global, not-for-profit professional association that
administers the Chartered Financial Analyst (CFA) and the Certificate in
Investment Performance Measurement (CIPM) curricula and examination
programs worldwide, publishes research, conducts professional development
programs, and sets voluntary, ethics-based professional and performance
reporting standards for the investment industry.
4.8. Credit Risk – means the possibility of a loss resulting from a borrower’s failure
to repay a loan or meet contractual obligations. That is, the risk that a lender
may not receive the owed principal and interest.
4.9. Custodian – means a specialized financial institution that is responsible for
safeguarding a municipality’s investments and is not engaged in “traditional”
commercial or consumer/retail banking. Global custodians hold investments
for their clients in multiple jurisdictions around the world, using their own local
branches or other local custodian banks (“sub-custodians” or “agent banks”).
4.10. Derivative – A derivative is a contract between two or more parties whose
value is based on an agreed-upon underlying financial asset (like a security) or
set of assets (like an index). Common underlying instruments include bonds,
commodities, currencies, interest rates, market indexes, and stocks.
4.11. Environmental, Social and Governance (ESG) Investing – means
considering and integrating ESG factors into the investment process, rather
than eliminating investments based on ESG factors alone. Integrating ESG
information can lead to more comprehensive analysis of a company.
4.12. Interest Rate Risk – refers to the possibility that the value of a bond or other
fixed-income investment will suffer as the result of a change in interest rates.
Interest rate risk can be managed to help improve investment outcomes.
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4.13. Internal Controls – means a system of controls that may include authorities,
policies, procedures, separation and segregation of duties, compliance checks,
performance measurement and attribution, reporting protocols, measures for
safekeeping of property and data, and the audit process.
4.14. Investment Plan – means the investment plan applicable to the Long-Term
Money investments and adopted by ONE JIB under the Regulation, as it may
be amended from time to time.
4.15. Investment Policy Statement (IPS) – means the investment policy applicable
to the Municipality’s investments adopted and maintained by the Council of the
Municipality for Long-Term Money under the Regulation, and for Short-Term
Money, as the same may be amended from time t o time. The IPS may also
apply to the money and investments held by the Municipality for the benefit of
persons other than the Municipality itself and may make reference to source(s)
of money in which the Municipality may have an indirect interest but whic h the
Municipality has no authority to invest.
4.16. JIB – is short for Joint Investment Board and means a joint municipal service
board that is established under section 202 of the Act by two or more
municipalities for the purposes of Part II of the Regulation.
4.17. Legal List Securities – means the securities and other investments and
financial instruments that are included from time to time in Part I of the
Regulation.
4.18. Leverage – means an investment strategy of using borrowed money—
specifically, the use of various financial instruments or borrowed capital—to
increase the potential return of an investment. Typically leverage also tends to
increase investment risks.
4.19. Local Distribution Corporation or LDC – means a corporation incorporated
under section 142 of the Electricity Act, 1998.
4.20. Long-Term Money – means money that the municipality has defined as long-
term and characterized as money that is not required immediately by the
Municipality as described in section 5.16 Monies that are Long Term Money
will be invested in accordance with the Prudent Investor Standard.––
4.21. Modern Portfolio Theory – means a theory of portfolio management that
looks towards the portfolio as a whole, rather than towards the prudence of
each investment in the portfolio. This is found in the CFA Institute Standards of
Practice Handbook.
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4.22. Money Required Immediately (MRI) – municipal funds not included in the
Money Not Required (MNRI) definition included in this policy, funds are
governed in accordance with Section 418 of the Act.
4.23. Money Not Required Immediately (MNRI) – long term municipal funds
defined in this policy, that are governed by the Prudent Investor Standard in
accordance with Section 418.1 of the Act.
4.24. Municipality – means the Municipality of Clarington.
4.25. OCIO Offering - means the comprehensive investment program made
available through ONE JIB pursuant to which a duly qualified investment
manager who is an External Portfolio Manager is engaged by ONE Investment
to advise a participating municipality with regard to the investment of the
participating municipality’s Managed Assets and to invest and manage such
Managed Assets in accordance with the terms and conditions set out in the
ONE JIB Agreement.
4.26. ONE JIB - means ONE Joint Investment Board, established by certain
founding municipalities under section 202 of the Act as a JIB for purposes of
Part II of the Regulation, which is the duly appointed JIB for the Municipality, as
constituted from time to time and which acts in accordance with the Act, the
Regulation, the ONE JIB Agreement, including the Terms of Reference, this
IPS and the Investment Plan.
4.27. ONE JIB Agreement – means the agreement effective as of TBC, entered into
in accordance with the requirements of the Regulation, pursuant to which ONE
JIB has control and management of the Municipality’s Long-Term Money.
4.28. Participating Municipality - means from time to time each of the
municipalities for whom ONE JIB acts as the JIB under the terms of th e ONE
JIB Agreement.
4.29. Pooled Fund - means a unit trust established under a trust instrument,
generally not available to the public, in which institutional, sophisticated or high
net worth investors contribute monies that are invested and managed by an
External Portfolio Manager. Monies are pooled or combined with monies of
other investors.
4.30. Portfolio - means any collection of funds that are grouped together and
required for specific purposes.
4.31. Proxy Voting - means a legal transfer to another party of a shareholder’s right
to vote thereby allowing shareholders who cannot attend meetings to
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participate. External Portfolio Managers usually vote proxies on behalf of their
clients.
4.32. Prudent Effective Date - means the date on which the prudent investor
regime applies to the Municipality.
4.33. Prudent Investor Standard - means the standard that applies when the
Municipality invests money that it does not require immediately under section
418.1 of the Act. It requires the Municipality to exercise the care, skill, diligen ce
and judgment that a prudent investor would exercise in making such an
investment and the standard does not restrict the securities in which the
Municipality can invest. The Prudent Investor Standard makes use of Modern
Portfolio Theory and applies the standard of prudence to the entire portfolio in
respect of the Municipality’s Long-Term Money rather than to individual
securities. It identifies the fiduciary’s central consideration as the trade-off
between risk and return as found in the CFA Institute Standards of Practice
Handbook.
4.34. Regulation – means Ontario Regulation 438/97.
4.35. Risk – means the uncertainty of future investment returns or chance of loss of
capital.
4.36. Risk Tolerance – means the financial ability and willingness to absorb a loss
in return for greater potential for gains.
4.37. Securities Lending – means loaning a security to another market participant.
The borrower is required to deliver to the lender, as security for the loan,
acceptable collateral with value greater than the value of the securities loaned.
The Securities Lending program is managed by the Custodian or another
appointed agent on behalf of investors. A Securities Lending program is widely
used by institutional investors to generate additional marginal returns on the
total portfolio.
4.38. Short-Term Money – means money that is required immediately by the
Municipality as described in section 5.14 and which remains under the control
and management of the Municipality. The money can be invested in
appropriate Legal List Securities.
4.39. Sinking Fund – means a fund established to fulfil the requirements to make
annual contributions in respect of various debenture issues wherein money is
to be regularly set aside for the payment of the principal of the debentures at
maturity.
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4.40. Sinking Fund Required Contributions (Annual Sinking Fund
Requirement) – means the amount of money to be set aside each year for
deposit into a sinking fund or a retirement fund, as applicable, for each sinking
fund and term debenture issue in accordance with the Municipality’s debenture
by-laws.
4.41. Sinking Fund Required Earnings – means the investment earnings needed
for the Sinking Fund Contributions to continue to grow to a value sufficient to
repay the principal at maturity for each issue of sinking fund and term
debentures.
4.42. Sinking Fund Excess Earnings – means the investment earnings in excess
of the required earnings.
4.43. Treasurer – means the Deputy CAO, Finance and Technology/Treasurer, or
other individual appointed by Council to fill role of Treasurer as required by the
Municipal Act, 2001
5. Policy Requirements:
General Statements
5.1. Investments of Money Required Immediately (MRI) will, in accordance with this
IPS, only be made in Legal List Securities.
5.2. Investments of Money Not Required Immediately (MNRI) are governed by the
Prudent Investor Standard in accordance with Section 418.1 of the Act. This
standard is similar to that which governs trustees and pension fund
administrators and creates a fiduciary responsibility. Prudent investment in
compliance with the Act and the Regulation enhances the potential for the
Municipality to earn improved risk-adjusted rates of return.
5.3. Money and investments that the Municipality holds as third-party trust funds or
has an interest in as designated funds will be subject to applicable legislation
and any related agreements or instruments.
5.4. The Act provides that the Municipality, and therefore ONE JIB, must consider
the following criteria in planning investments of MNRI, in addition to other
criteria relevant to the circumstances:
a) General economic conditions;
b) The possible effect of inflation or deflation;
c) The role that each investment plays within the Municipality’s total portfolio
of investments;
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d) The expected total return from income and the appreciation of capital;
and
e) Needs for liquidity, regularity of income and preservation or appreciation
of capital.
5.5. Use of Prudent Investor Standard
5.5.1. For MNRI, the standard to be used by the Municipality and ONE JIB shall be
the Prudent Investor Standard as required by section 418.1 of the Act and Part
II of the Regulation in the context of managing the Municipality’s MNRI and
investments thereof. Investments shall be made with the care, skill, diligence,
and judgment, taking into account the prevailing circumstances, that persons of
prudence, discretion and integrity would exercise in the management of
investments, considering the necessity of preserving capital as well as the
need for income and appreciation of capital. The Act includes a duty to obtain
the advice that a prudent investor would obtain under comparable
circumstances.
5.5.2. Officers, employees and investment agents acting in accordance with written
procedures and the IPS and exercising due diligence shall take all necessary
actions to optimize performance of investments on a portfol io basis, taking into
account the prescribed risk and other parameters set out in this IPS and
market factors. The Municipality’s staff acting in accordance with written
procedures and this IPS, shall be relieved of personal responsibility for an
investment’s performance, provided underperformance relative to expectations
is reported to Council and the liquidation or sale of investments is carried out in
accordance with this IPS.
Determination of Money Required Immediately and Money Not Required
Immediately
5.6. Determination of the Municipality’s MNRI is the responsibility of Council. In
making the determination, Council may consider:
5.6.1. the time horizon within which the monies are needed to meet financial
obligations;
5.6.2. the purpose for which the monies have been collected or set aside and are to
be used;
5.6.3. the source of the money; or
5.6.4. any combination of the foregoing
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5.7. There is no legislated definition of MRI or MNRI and no guidance is provided..
The municipality has the responsibility to define the basis of MNRI in a way
that is most appropriate for their circumstances.
5.8. The Municipality defines MNRI as funds that are, in the opinion of the
Treasurer, required within the next 36 month period
5.9. For certainty, all money and investments of the Municipality that have not been
identified as MNRI (other than third-party trust funds and any designated funds
referenced in Section 5.3) shall be deemed for purposes of this IPS to be MRI.
5.10. Determination of the Municipality’s MNRI and MRI may be modified at any time
and from time to time by action of Council and with respect to specific money
by the Treasurer in accordance with the provisions of Section 5.35.
5.11. Any changes in this IPS regarding the Municipality’s MNRI and MRI must be
communicated immediately in writing to ONE JIB.
5.12. The Municipality’s portfolios represent funds required for specific purposes. A
high-level description of each of these portfolios and their objectives is
provided in Section 5.17 below. This IPS applies to the following money of the
Municipality, its agencies, boards and commissions including:
5.12.1. MRI which is invested in Legal List Securities; and/or
5.12.2. MNRI which is invested under the Prudent Investor Standard.
Investment
5.13. The Municipality’s MRI is described in this IPS as Short-Term Money. Short-
Term Money consists of money that is needed to meet the short-term financial
obligations of the Municipality and are controlled and managed by the, Finance
Treasurer or designate.
5.14. Short-Term Money: Investment Objectives
5.14.1. The main focus of the investment of Short-Term Money is cash management,
and the interest income generated by the investment of these monies
contribute to municipal revenues. To the extent possible, the Municipality shall
attempt to match its investments with anticipated obligations.
5.14.2. Capital preservation is the paramount objective for short-term investments, and
these investments need to be highly liquid. Consequently, only high-quality,
short-term investments that are also Legal List Securities will be held in this
portfolio. The Municipality may invest in fully liquid money market securities
and deposit accounts. The Municipality aims to maximize returns subject to the
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constraints set out in Part I of the Regulation, as amended from time to time,
with a view to preserving capital and to further manage risk through
diversification by issuer and credit quality.
5.14.3. The investment objectives for short term money, ranked in priority, are as
follows:
a) Security of Principal
The primary objective for MRI is to ensure the security of principal. To minimize
the risk of loss, investments shall be subject to minimum credit ratings and
shall be diversified by maturity, type of investment and issuer. Investing
activities will be reviewed on a regular basis as actual, revised and forecasted
operating and capital plans are completed. Maturity dates should be structured
so that investment cash inflows occur when needed.
b) Liquidity Requirements
Liquidity is measured by the ease with which securities can be converted to
cash to meet forecast spending. The investments that are eligible under
Ontario’s Eligible Investments and Related Financial Agreements Regulation
possess different features and thus market prices will vary depending on
market conditions, as well as the particular features of the type of investment.
To ensure adequate liquidity, the Municipality’s investments shall be diversified
by holding securities of various terms to maturity and by various types of
investments and issuers and to the extent possible, the term of such
investments shall match the forecasted requirements for such monies to meet
expenditures.
c) Rate of Return
The Municipality’s money shall be invested to maximize the rate of return
within acceptable risk levels while respecting the security of principal, legal
constraints and the liquidity needs of each investment portfolio.
The composition of each portfolio, including its term to maturity and type of
investments, shall be adjusted within the guidelines of this Policy to take
advantage of market opportunities. Such changes shall be made with the
periodic interest rate outlook and target portfolio structure approved by the
Treasurer.
5.15. Short-Term Money: Eligible Investments
5.15.1. Short Term Money may be invested in high quality, short-term investments that
are also Legal List Securities available from banks, dealers and other financial
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institutions. Investments issued or guaranteed by approved institutions will be
permitted by this Policy, as deemed eligible by Onta rio Regulation 438/97 or as
authorized by subsequent provincial regulations. Investments will be limited to
securities issues maintaining a minimum credit rating by an appropriate credit
rating agency.
5.15.2. The Municipality’s existing Investment Policy CP-003, which is referred to in
Part I of the Regulation as a statement of investment policies and goals, is
attached as Appendix III and will apply to its Short-Term Money. Necessary
modifications will apply and in the event of a conflict between this IPS and the
attached investment policy in respect of the Short-Term Funds, the provisions
of the CP-003 Investment Policy (Legal List) will prevail.
5.16. MNRI: Long-Term Money
5.16.1. The Municipality’s MNRI is described in Section 5.8 as Long-Term money. In
accordance with the ONE JIB Agreement and this IPS, ONE JIB has exclusive
control and management of the Long-Term Money and the investments made
therewith.
5.16.2. From time to time, the Municipality may require money immediately to meet
financial obligations and may require ONE JIB to liquidate one or more
investments in order to generate money to meet those obligations. ONE JIB
will select the investment(s) to be liquidated. The timing of such liquidation will
be determined by ONE JIB in consultation with the Treasurer.
5.17. Long-Term Money: Investment Objectives
5.17.1. In setting the objectives noted below, the Municipality has taken into account
the following considerations:
a) Preservation of capital;
b) Adequate liquidity that takes into account the needs of financial
obligations and reasonably anticipated budgetary requirements;
c) Diversification by asset class, market, sector, issuer, credit quality and
term to maturity;
d) Income and capital appreciation; and,
e) Macro risks, such as inflation, economic growth and interest rates.
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5.17.2. Investment of long-term money is to be managed by ONE JIB in a way that
balances the investment objectives, expected returns and risk, to develop
asset allocations that achieve the Municipality’s financial needs with stated risk
tolerances.
5.17.3. The investment objectives for MNRI are as follows:
MNRI Horizon Objective Risk Tolerance
Investment
Horizon
Short Term Preservation of
Capital
Low Risk 3-4 years
Medium Term Contributions
towards capital
projects, mitigating
inflation impacts
and meeting target
funding
requirements
Moderate Risk 5-10 years
Long Term Contributions
towards capital
projects, mitigating
and meeting target
funding
requirements.
Emphasis on long
term inflation
adjusted growth
Moderate to
Moderate High
Risk
> 10 Years
5.17.4. The MNRI invested with ONE JIB will be broadly diversified to help reduce the
volatility of investment returns. Returns have an impact on revenues, as well
as a longer-term impact on future years’ budgets and should, at a minimum,
keep pace with inflation. To the extent possible, the Long-Term Money’s
investment horizons are aligned with the Municipality’s obligations and cash
flow requirements and may consist of liquid and non-liquid securities based on
future cash flow requirements.
5.18. Long-Term Money: Eligible Investments
5.18.1. Eligible investments for Long-Term Money include any Pooled Fund or other
collective investment vehicle or institutional investment management product
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that is part of the OCIO Offering for the Prudent Investment Program (Prudent
Investment Offering), provided always that the products and the selection of
products comply in all material respects with the IPS.
5.18.2. Additionally, nothing in this IPS prevents Long-Term Money from being held in
cash, short-term money market instruments, or overnight deposits.
5.19. Long-Term Money: Sinking Funds
5.19.1. There are no provisions applicable for sinking funds.
5.20. Long-Term Money: Local Distribution Corporation (LDC) Securities
5.20.1. The direct investment in LDC shares and/or promissory notes, as may be
applicable, prior to the Prudent Effective Date, shall be permitted and included
as part of the Long-Term Money/MNRI held by ONE JIB. Specific details of this
investment shall be approved by Council in its sole and absolute discretion,
and ONE JIB shall adhere to all terms and conditions as directed by the
Municipality. More specifically, ONE JIB shall be prohibited from selling,
transferring, assigning, or pledging the LDC shares.
5.20.2. LDC shares are considered restricted, special assets and remain in the
custody of the Municipality. LDC shares are to be viewed as separate
standalone investments with the subject matter expertise and administrative
functions remaining under the purview of the Municipality of Clarington. Council
retains direct, de facto control of the LDC shares and ONE JIB shall adhere to
all terms and conditions as directed. More specifically, Council controls all
acquisition and disposition decisions related to current and future LDC assets.
Any voting related to LDC shares will be undertaken solely by the Municipal ity.
5.20.3. The investment in LDC shares will not be included in calculations regarding
asset mix/allocations or other constraints that apply to the Long-Term Money.
5.20.4. The investment in Elexicon Corporation is considered to be an investment in
an LDC for the purposes of this policy as it is the sole shareholder of Elexicon
Energy which is an LDC.
5.21. Third-Party Trust Funds and Designated Funds
5.21.1. ln addition to the Municipality's own money, the Municipality is from time to
time entrusted with third-party trust funds, and the Municipality's
responsibilities and obligations with respect thereto may be subject to other
legislation and governed by other agreements and instruments. To the extent
that there is any conflict or inconsistency between the provisions of this IPS
and the terms and conditions contained in such other legislation, agreements
or instruments applicable to third-party trust funds, the latter shall prevail.
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5.21.2. The Municipality's third-party trust funds and the designated funds are listed in
Schedule A.
5.21.3. For certainty, the third-party trust funds and the designated funds are not MNRI
of the Municipality, and such monies are not under the control or management
of ONE JIB.
Investment Management
5.22. Investment Management of Short-Term Money
5.22.1. The investment of Short-Term Funds shall be controlled and managed by the
Treasurer.
5.23. Investment Management of Long-Term Money
5.23.1. The investment of Long-Term Money shall be controlled and managed by ONE
JIB in accordance with this IPS.
5.23.2. An Outsourced Chief Investment Officer (“OCIO”) and/or External Portfolio
Managers shall be appointed by ONE JIB, and they shall each enter into an
agreement with ONE Investment that complies with this IPS and Part II of the
Regulation and provide for delivery of compliance and performance reports. In
accordance with the applicable regulatory requirements, ONE JIB shall make any
OCIO and/or External Portfolio Managers changes deemed in the best interest of
the participating municipalities. ONE Investment shall agree on a set of
operational guidelines including constraints, discretion limits, diversification and
quality standards, and performance expectations, which are documented in the
OCIO’s and/or External Portfolio Managers’ guidelines.
5.24. Transition to Prudent Investor Regime
5.24.1. Until the Prudent Effective Date, the Municipality will continue to control and
manage its MRI, MNRI and investments in Legal List Securities. Some Legal
List investments were made with MRI and some with MNRI.
5.24.2. Upon and after the Prudent Effective Date, the control and management of
money and investments that are determined to be not required immediately
shall be given to ONE JIB. Nothing in this IPS requires that such investments
need be liquidated or disposed of. It is not contrary to this IPS for investment s
that the Municipality does not require immediately to be held, and to continue
to be held by, ONE JIB in instruments such as term deposits, guaranteed
investment certificates or principal protected notes issued by a financial
institution. They can be held to maturity and invested upon receipt of cash
proceeds.
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5.24.3. Management of third-party trust funds and any designated funds is not directly
affected by the Prudent Effective Date.
Investment Constraints
5.25. Environmental, Social and Governance (ESG) Investing
5.25.1. The Municipality supports ESG investing for Short-Term and Long-Term
Money. The Municipality believes that well-managed companies are those that
demonstrate high ethical and environmental standards and respect for their
employees, human rights, and the com munities in which they do business, and
that these actions contribute to long term financial performance.
5.25.2. The Municipality has chosen to monitor the developments of ESG factors and
will reconsider its approach to ESG investing for the Short-Term Portfolio as
and when appropriate to do so.
5.25.3. For the investment of Long-Term Money, ONE JIB is required to explore how
External Portfolio Managers are implementing responsible investing principles
at the time of hiring and during periodic reviews. It may report on r esults
periodically, if requested.
5.26. Securities Lending
5.26.1. For the investment of Short-Term Money, Securities Lending is not permitted.
5.26.2. For the investment of Long-Term Money, the Municipality may invest in pooled
funds, and other investment funds that are managed by an External Portfolio
Manager who may engage in Securities Lending if the policies of the External
Portfolio Manager permit such an action.
5.27. Derivatives
5.27.1. Derivatives may not be used for speculative purposes. They may be used for
the investment of Long-Term Money where they are fully covered by a backing
asset, e.g., as for currency or other hedging, to change portfolio duration or in
covered call strategies.
5.28. Use of Leverage
5.28.1. Nothing in this IPS prevents the use of leverage, provided it is prudent to do
so. Leverage is inherent in the use of certain types of investment strategies
and instruments. Where leverage is employed, ONE JIB (for MNRI) and the
Treasurer (for MRI) shall have in place monitoring procedures to manage
overall exposure to any counterparty Leverage is not a strategy currently
employed by ONE JIB but may be considered at a later date.
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5.29. Pooled Funds
5.29.1. All investment strategies may be pursued directly through holdings of corporate
and government issuers and indirectly via pooled funds and investment funds
or any combination thereof. The investment strategies may also include
allocations to cash or short-term investment vehicles.
5.30. Currency Hedging
5.30.1. The Short-Term Portfolio may consider the utilization of currency hedging only
in cases where the Municipality can allocate the hedge to a specific capital
purchase denominated in a foreign currency.
5.30.2. The Municipality’s funding requirements are in Canadian dollars. However,
some exposure to foreign currencies in the Long-Term Portfolio may be
advantageous to provide diversification and potentially enhance returns.
Therefore, it shall not be a violation of this IPS for investments in global
mandates to be unhedged, in whole or in part, where the diversification
benefits embedded in the currency exposure are considered to be beneficial or
desirable by ONE JIB.
5.31. Prohibited Investments
5.31.1. There are no investments specifically listed as prohibited.
5.32. Performance Monitoring, Rebalancing and Management
5.32.1. Short-Term Money
5.32.2. Reporting of Short-Term Money shall be in accordance with policy CP-003
Investment Policy (Legal List).
5.32.3. Long-Term Money
5.32.4. For the investment of Long-Term Money, ONE JIB shall establish parameters
for monitoring investments and rebalancing through policy or directly within the
investment plan.
5.32.5. Investments are expected to achieve returns at least equal to their benchmarks
measured over a rolling five-year period. At minimum, ONE JIB shall provide
reporting described in Section 6.7 that shows the Municipality’s holdings,
declares compliance with this IPS, and shows External Portfolio Manager
performance.
Administrative Policies
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5.33. Flow of Money and Annual Municipal Budget
5.33.1. On an annual basis, as part of the Municipality’s Annual Review process, the
Municipality shall identify the amount, if any, of Long-Term Money that it holds.
Any Long-Term Money not already under the control and management of ONE
JIB shall be transferred to ONE JIB as soon as practicable.
5.33.2. On an annual basis, ONE JIB shall be notified by the Treasurer as to the
amount, if any, required by the Municipality from the Long-Term Money then
under the control and management of ONE JIB for the Municipality’s
operational purposes. Such amount shall be deemed to be Short-Term Money
and shall be returned to the Municipality in a lump sum or by way of periodi c
payments, as directed by the Treasurer.
5.34. Flow of Money Otherwise than through the Budget Process
5.34.1. The Short-Term Funds capture revenues received by the Municipality during
each year after the approval of the Municipality’s budget for the year. Any
amounts deemed to be MNRI by the Treasurer at any such time during the
year shall be transferred to ONE JIB to be under its management and control
as Long-Term Funds. Amounts so transferred will be recorded annually in the
Investment Plan and allocated by ONE JIB in accordance with the Investment
Plan.
5.35. Contingencies
5.35.1. The Treasurer is authorized to direct ONE JIB to return any amounts
determined by the Treasurer to be required to meet expenditures for
unexpected contingencies not anticipated by the Municipality’s budget in force
for that year, provided however that the aggregate of the amounts to be
returned to the Municipality under this Section 6.2.2 during the year shall not
exceed 25% of the Long-Term Money under the control and management of
ONE JIB as at the date that the Municipality approved its budget for the year
(the Budgeted Long-Term Money). In determining the Budgeted Long-Term
Money for purposes of calculating the 25% limit, any Long-Term Money to be
transferred to the control and management of ONE JIB in accordance with that
year’s Annual Review pursuant to Section 5.41.2 shall be included and any
amount to be returned by ONE JIB to the Municipality pursuant to Section 6.1.2
shall be excluded.
5.36. Valuation of Investments
5.36.1. Investments shall be valued according to the values provided by the
Custodian(s). For the investment of Long-Term Money, values of unitized
vehicles shall be valued according to the unit values published by the
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Custodian. Other investments shall be valued at their market value when that
is available from regular public trading. If a market valuation of an investment is
not available, then a fair value shall be supplied by the External Portfolio
Manager to the Custodian no less frequently than quarterly.
5.37. Voting Rights
5.37.1. Subject to the provisions of Section 5.2.4 with respect to LDC securities, where
External Portfolio Managers have been appointed, such External Portfolio
Managers shall assume the responsibility of exercising voting rights and will
report their voting policies to ONE JIB annually. The Municipality may access
these policies at any time.
5.38. Internal Controls
5.38.1. The Treasurer shall establish an annual process of review of all investments
made under this IPS. This review will provide internal control by assuring
compliance with governing legislation and with policies and procedures
established by the Treasurer. To the extent ONE JIB’s input is needed, these
requirements will be communicated in advance to ONE JIB.
5.39. Custodians
5.39.1. All investments and assets of the investment portfolios shall be held by a
Custodian and any of the Custodian's sub-custodians or nominees. For Long-
Term Money, the Custodian shall be acceptable to ONE Investment. For Short-
Term Money the Custodian shall be acceptable to ONE Investment if ONE
Investment products are being used for the investment of the Municipality’s
Short-Term Money, otherwise the Custodian shall be acceptable to the
Municipality.
5.40. Reporting
5.40.1. For the investment of Short-Term Money (MRI), the Treasurer shall report at
least annually to Council, the report to be in a form and contain such content
as Council may request. Subject to any reporting obligations contained in the
Municipality’s Investment Policy (Legal List) the report to Council shall include
investment performance during the period covered and any other information
required under the Regulation and that the Treasurer may consider to be
pertinent.
5.40.2. The Regulation provides that ONE JIB shall submit an investment report to
Council in respect of the investment of Long-Term Money (MNRI) at least
annually. This report shall include the following.
a) Investment performance during the period covered by the report;
Attachment 2 to Report FSD-015-24
Page 19 of 22
b) Asset mix of the total portfolio;
c) A listing of individual investments held at the fund level at the end of the
reporting period showing, where appropriate, book value, market value,
realized/unrealized gains/losses and actual income received;
d) A list of all transactions including the security name, trade date, and the
purchase and/or sale price;
e) A statement by the Treasurer as to whether all investments were made in
accordance with the IPS and as to whether all investments were made in
accordance with the Investment Plan; and
f) Any other pertinent information in the opinion of the Treasurer.
5.40.3. All securities invested on behalf of the Municipality by ONE JIB or with the
assistance of ONE Investment shall be held for safekeeping in the name of the
Municipality by a Custodian.
5.41. Approval, Subsequent Modifications and Effective Date
5.41.1. Policy CP-003 Investment Policy shall be renamed CP-003 Investment Policy
(Legal List) and will be reviewed on an annual basis.
5.41.2. At least annually, Council shall review the IPS and update it, if required. In the
course of reviewing the IPS, Council may request comments from the
Treasurer with respect to the investment of Short-Term Money and from ONE
JIB with respect to the investment of Long-Term Money.
5.41.3. Following the Council’s review of the IPS, ONE JIB shall review the Investment
Plan and update it, if required.
5.41.4. At a minimum, the annual IPS review will consider:
a) the adequacy of funding for capital works;
b) the Municipality’s ability to reduce other spending;
c) flexibility of the timeframe to payout; and
d) sensitivity to loss.
5.42. Effective Date
5.42.1. This IPS is adopted by Council of the Municipality, and will come into force
effective the date of the Prudent Effective Date Agreement as signed by ONE
Attachment 2 to Report FSD-015-24
Page 20 of 22
JIB and the Municipality.. The Treasurer is directed to sign a copy of this IPS to
evidence approval and to deliver a copy of this IPS to ONE JIB.
6. Roles and Responsibilities:
6.1. Council is responsible for:
6.1.1. Approving the Municipality’s Investment Policy and reviewing the policy on an
annual basis.
6.2. Chief Administrative Officer (CAO) is responsible for:
6.2.1. Ensuring compliance with this policy
6.3. Deputy CAO, Finance and Technology/Treasurer is responsible for:
6.3.1. This IPS is approved and adopted by Council with input from the Treasurer,
and from ONE JIB with respect to MNRI. MRI of the Municipality, and any third-
party trust funds referenced in Section 5.3, remain under the control and
management of the Treasurer.
6.3.2. Consistent with this IPS, the Treasurer is responsible for the implementation of
the investment program and the establishment of investment procedures which
shall include:
a) Investment management of MRI and any third-party trust funds
referenced in Section 5.3 by, or under the direction of, the Treasurer;
b) The deposit or withdrawal of MNRI, under the explicit delegation of
authority regarding MNRI, and the investment thereof, to ONE JIB, which
is responsible for the control and management of such funds and
investments; and,
c) A system of controls exercised by the Treasurer to regulate the activities
of employees.
6.3.3. No person including, without limitation, ONE JIB, may engage in an investment
transaction except as provided under the terms of this IPS.
6.3.4. In the management of MRI of the Municipality, and any third-party trust funds
referenced in Section 2.1, the Treasurer may engage one or more agents and
service providers. ONE Investment can assist with the investment of the
Municipality’s MRI, in Legal List Securities, and with the investment of third-
party trust funds, in accordance with the terms of the applicable trust, if
permitted, at the request of the Municipality.
Attachment 2 to Report FSD-015-24
Page 21 of 22
6.4. ONE JIB is responsible for:
6.4.1. ONE JIB has been appointed by the Municipality in accordance with the
requirements of the Act and the Regulation and on the terms and conditions
set out in the ONE JIB Agreement (Appendix I).
6.4.2. ONE JIB exercises control and management of the Municipality’s MNRI and
the investments made by it in accordance with the objectives and risk tolerance
established in this IPS.
6.4.3. Among the responsibilities of ONE JIB are the following:
a) Reviewing this IPS;
b) Adopting and maintaining an Investment Plan that complies with this IPS;
c) Engaging External Portfolio Managers, Custodians, administrators and
other investment professionals (Agents);
d) Allocating the money and investments under its control and management
among External Portfolio Managers and their funds in compliance with
this IPS;
e) Monitoring the performance of the Agents; and,
f) Reporting to the Municipality.
6.4.4. The foregoing is subject to the more detailed terms and conditions contained in
the ONE JIB Agreement.
6.4.5. ONE JIB, in its capacity as a joint municipal service board, in addition to being
a local board of each member Municipality is subject to a Code of Conduct a s
required by the Municipal Act, 2001 (the “Act”). This Code of Conduct applies
to the Chair and the other Members of ONE JIB acting in their capacity as
Members of ONE JIB.
6.5. All Staff are responsible for:
6.5.1. Individuals who are responsible for the Municipality’s Short-Term Portfolio shall
comply with the Municipality’s Conflict of Interest guidelines and any relevant
professional codes of conduct (e.g., the CPA Code of Professional Conduct).
7. Related Documents:
7.1. CP-003 Investment Policy (Legal List)
Attachment 2 to Report FSD-015-24
Page 22 of 22
7.2. O.Reg.438/97: Eligible Investments, Related Financial Agreements and
Prudent Investment
8. Inquiries:
8.1. Manager, Financial Planning/Deputy Treasurer
8.2. Deputy CAO, Finance and Technology/Treasurer
9. Revision History:
Date Description of Changes Approved By
20194110.3
March 4, 2024
MASTER COPY
ONE JOINT INVESTMENT BOARD AGREEMENT
Between
ONE JOINT INVESTMENT BOARD
and
ONE INVESTMENT
and
Each of the Municipali�es Listed in Schedule A hereto
(PARTICIPATING MUNICIPALITIES)
and
[NAME OF MUNICIPALITY]
THE APPLICANT MUNICIPALITY
Approved on May 19, 2020
Dated as of July 2, 2020
As updated to December 15, 2023
20194110.3
Table of Contents
Page
i
Sec�on 1 - INTERPRETATION ......................................................................................................................... 2
1.01 Defini�ons. .......................................................................................................................... 2
1.02 Governing Law. .................................................................................................................... 5
1.03 Headings and Table of Contents. ........................................................................................ 5
1.04 Number and Gender. .......................................................................................................... 5
1.05 Severability. ......................................................................................................................... 5
Sec�on 2 - ONE JOINT INVESTMENT BOARD ................................................................................................ 5
2.01 Appointment. ...................................................................................................................... 5
2.02 Exclusive Appointment. ...................................................................................................... 5
2.03 Delega�on. .......................................................................................................................... 6
2.04 Acceptance. ......................................................................................................................... 6
2.05 Acceptance by Par�cipa�ng Municipali�es. ....................................................................... 6
Sec�on 3 - DUTIES OF ONE JIB ...................................................................................................................... 6
3.01 Du�es. ................................................................................................................................. 6
3.02 Engagement of Agents. ....................................................................................................... 6
3.03 Role of ONE Investment. ..................................................................................................... 7
3.04 Monitoring Performance. ................................................................................................... 7
3.05 Further Authoriza�ons. ....................................................................................................... 7
3.06 OCIO Offering. ..................................................................................................................... 8
Sec�on 4 - REPRESENTATIONS AND WARRANTIES ........................................................................................ 8
4.01 Representa�ons and Warran�es of Applicant Municipality. .............................................. 8
4.02 Representa�ons and Warran�es of Par�cipa�ng Municipali�es. ...................................... 8
4.03 Representa�ons and Warran�es of Founding Municipali�es. ............................................ 9
4.04 Representa�ons and Warran�es of ONE JIB. ...................................................................... 9
4.05 Representa�ons and Warran�es of ONE Investment. ........................................................ 9
Sec�on 5 - INVESTMENT POLICY AND INVESTMENT PLAN ......................................................................... 10
5.01 Investment Policy. ............................................................................................................. 10
5.02 Investment Plan. ............................................................................................................... 11
5.03 Amendments. .................................................................................................................... 11
5.04 Addi�ons and Withdrawals of Money and Investments. .................................................. 12
Sec�on 6 - AGENTS...................................................................................................................................... 13
6.01 Authority. .......................................................................................................................... 13
6.02 Administrator. ................................................................................................................... 13
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6.03 Custodian. ......................................................................................................................... 14
6.04 External Por�olio Managers. ............................................................................................ 14
6.05 No rights to assets. ............................................................................................................ 14
Sec�on 7 - COMPOSITION AND GOVERNANCE OF ONE JIB ........................................................................ 14
7.01 Appointment and Term of Members. ............................................................................... 14
7.02 Prohibi�on re Membership. .............................................................................................. 14
7.03 Municipal Treasurers. ........................................................................................................ 15
7.04 Procedural and Other Maters Rela�ng to ONE JIB. ......................................................... 15
7.05 Paramountcy. .................................................................................................................... 15
Sec�on 8 - REPORTING ................................................................................................................................ 15
8.01 Annual Investment Report. ............................................................................................... 15
8.02 Compliance Repor�ng. ...................................................................................................... 16
Sec�on 9 - FEES AND EXPENSES .................................................................................................................. 16
9.01 Fees and expenses. ........................................................................................................... 16
9.02 Fees Payable to Agents. .................................................................................................... 16
Sec�on 10 - STANDARD OF CARE AND LIMITATION OF LIABILITY ............................................................... 16
10.01 Standard of Care. .............................................................................................................. 16
10.02 Limita�on on liability. ........................................................................................................ 16
10.03 Indemnifica�on. ................................................................................................................ 16
10.04 Performance of Trusts. ...................................................................................................... 17
10.05 Where IPS Imprudent. ...................................................................................................... 17
Sec�on 11 - COMPLAINTS HANDLING ......................................................................................................... 17
11.01 Ini�al Complaints. ............................................................................................................. 17
11.02 Escala�on. ......................................................................................................................... 18
Sec�on 12 - AMENDMENTS TO THE AGREEMENT ...................................................................................... 18
12.01 Amendments not Requiring Approval of Par�cipa�ng Municipali�es. ............................ 18
12.02 Amendments Requiring Approval of Par�cipa�ng Municipali�es. ................................... 19
12.03 Restatements. ................................................................................................................... 20
Sec�on 13 - WITHDRAWAL ......................................................................................................................... 20
13.01 Withdrawal from ONE JIB by Regula�on. ......................................................................... 20
13.02 Withdrawal from ONE JIB by a Par�cipa�ng Municipality that is not a Founding
Municipality....................................................................................................................... 20
13.03 Withdrawal from ONE JIB by a Founding Municipality. .................................................... 20
20194110.3
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13.04 Procedures re Withdrawal. ............................................................................................... 21
Sec�on 14 - DIRECTIONS, INSTRUCTIONS AND NOTICES ............................................................................ 21
14.01 Cer�ficate re Authorized Persons. .................................................................................... 21
14.02 Reliance on Authorized Persons. ...................................................................................... 22
14.03 Reliance on Experts and Others. ....................................................................................... 22
Sec�on 15 - TERM AND TERMINATION ....................................................................................................... 23
15.01 Termina�on of Agreement. ............................................................................................... 23
15.02 Par�cipa�ng Municipali�es may not Dissolve ONE JIB. .................................................... 23
Sec�on 16 - GENERAL ................................................................................................................................. 23
16.01 No�ce. ............................................................................................................................... 23
16.02 Applica�on of the Municipal Affairs Act. .......................................................................... 24
16.03 Further ac�on. .................................................................................................................. 24
16.04 Benefit. .............................................................................................................................. 24
16.05 Counterparts. .................................................................................................................... 24
16.06 Electronic Signatures. ........................................................................................................ 24
SCHEDULE A PARTICIPATING MUNICIPALITIES (INCLUDING ADDRESS FOR NOTICES) ................................ 27
SCHEDULE B FORM OF AUTHORIZING AND PRUDENT INVESTOR ENABLING BY-LAW FOR APPLICANT
MUNICIPALITIES .......................................................................................................................................... 28
SCHEDULE C TERMS OF REFERENCE FOR ONE JIB ...................................................................................... 32
1. ESTABLISHMENT & PURPOSE .............................................................................................................. 32
2. DEFINITIONS AND INTERPRETATION ................................................................................................... 32
3. DUTIES AND RESPONSIBILITIES ........................................................................................................... 32
3.1 Compliance with Municipal Legisla�on ............................................................................ 32
3.2 Member Responsibility to Comply with Act and Regula�on ............................................ 33
3.3 Enumerated Du�es ........................................................................................................... 33
3.4 ONE JIB Reports to the Par�cipa�ng Municipali�es ......................................................... 34
3.5 ONE JIB Reports to the Municipal Treasurer ..................................................................... 34
3.6 ONE JIB Reports to Securi�es Regulatory Authori�es ...................................................... 35
3.7 Secretary to ONE JIB ......................................................................................................... 35
3.8 Legal and Other Advisors .................................................................................................. 35
4. CONSTITUTION .................................................................................................................................... 35
4.1 Number and Quorum ........................................................................................................ 35
4.2 Qualifica�on ...................................................................................................................... 35
20194110.3
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4.3 Appointment of Members and Nomina�ng Commitee................................................... 36
4.4 Consent ............................................................................................................................. 36
4.5 Adherence to Code of Conduct ......................................................................................... 36
4.6 Vacancies of Office ............................................................................................................ 37
4.7 Resigna�ons ...................................................................................................................... 37
4.8 Removal of Member ......................................................................................................... 38
4.9 Terms ................................................................................................................................. 38
4.10 Orienta�on and Con�nuing Educa�on ............................................................................. 38
4.11 Chair and Vice-Chair.......................................................................................................... 38
4.12 Commitees ....................................................................................................................... 39
4.13 Self Assessments ............................................................................................................... 39
5. MEETINGS OF ONE JIB......................................................................................................................... 40
5.1 Calling and Place of Mee�ngs ........................................................................................... 40
5.2 No�ce of Mee�ng ............................................................................................................. 40
5.3 Persons En�tled to Par�cipate .......................................................................................... 40
5.4 Conduct of Mee�ngs ......................................................................................................... 40
5.5 Minutes of the Mee�ngs and other Records .................................................................... 40
6. CONFLICTS OF INTEREST ..................................................................................................................... 41
6.1 Applica�on of the Municipal Conflict of Interest Act........................................................ 41
6.2 Duty to Disclose ................................................................................................................ 41
7. STANDARD OF CARE AND INDEMNITY ................................................................................................ 41
7.1 Standard of Care ............................................................................................................... 41
7.2 Indemnifica�on ................................................................................................................. 42
7.3 Liability .............................................................................................................................. 42
7.4 Insurance ........................................................................................................................... 42
8. FEES AND EXPENSES ............................................................................................................................ 43
8.1 Compensa�on ................................................................................................................... 43
8.2 Reimbursement of Expenses ............................................................................................ 43
9. CONFIDENTIALITY ................................................................................................................................ 43
9.1 Maintaining Confiden�ality .............................................................................................. 43
9.2 Public Statements and Dealing with Media ...................................................................... 44
10. AMENDMENTS .................................................................................................................................... 44
10.1 General .............................................................................................................................. 44
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10.2 Amendments ..................................................................................................................... 44
10.3 Electronic Delivery ............................................................................................................ 45
10.4 Computa�on of Time ........................................................................................................ 45
10.5 Omissions and Errors ........................................................................................................ 45
EXHIBIT A ONE JOINT INVESTMENT BOARD CODE OF CONDUCT ....................................................... 46
APPENDIX A ONE JOINT INVESTMENT BOARD CODE OF CONDUCT COMPLAINT PROTOCOL ............ 58
EXHIBIT B CLOSED MEETINGS PERMITTED OR REQUIRED .................................................................. 72
EXHIBIT C ONE JIB MAY REFUSE DISCLOSURE OF A RECORD .............................................................. 74
EXHIBIT D COMPENSATION FOR ONE JIB MEMBERS .......................................................................... 75
EXHIBIT E PROCESS TO APPOINT INTEGRITY COMMISSIONER AND CLOSED MEETING INVESTIGATOR
............................................................................................................................................................. 76
SCHEDULE D FEES AND EXPENSES .............................................................................................................. 77
20194110.3
1
ONE JOINT INVESTMENT BOARD AGREEMENT
This Agreement Amended and Restated as of December 15, 2023 made between
ONE JOINT INVESTMENT BOARD
and
ONE INVESTMENT
and
Each of the Municipali�es Listed in Schedule A hereto
and
[NAME OF MUNICIPALITY]
THE APPLICANT MUNICIPALITY
RECITALS:
A. ONE Joint Investment Board was established by the Founding Municipali�es as a Joint Investment
Board under sec�on 202 of the Municipal Act, 2001 (the Act) and in accordance with Part II of
Ontario Regula�on 438/97 (the Regula�on);
B. The Regula�on provides that ONE Joint Investment Board (ONE JIB) is a joint municipal service
board established under sec�on 202 of the Act for the purposes of Part II of the Regula�on;
C. The Founding Municipali�es have entered into the Ini�al Forma�on Agreement pursuant to which
they agreed to establish and invest through ONE JIB and they have agreed to invest through ONE
JIB in accordance with this Agreement;
D. The Applicant Municipality wishes to make investments pursuant to the provisions of sec�on
418.1 of the Act, and in connec�on therewith, the Applicant Municipality proposes to pass a by-
law (the Prudent Investor Enabling By-law) to have sec�on 418.1 of the Act apply to it;
E. Under the Regula�on, the Applicant Municipality, provided that it is not a Founding Municipality,
must have entered into an agreement with the par�es hereto before the day that the Applicant
Municipality passes its Prudent Investor Enabling By-law;
F. ONE JIB is commited to performing its du�es and responsibili�es in a manner that is consistent
with the Municipal Legisla�on, as defined below;
20194110.3
2
NOW THEREFORE, in considera�on of the mutual covenants of the par�es hereto, and other good and
valuable considera�on, the receipt and sufficiency of which is hereby acknowledged by each of the par�es,
the par�es hereto agree as follows:
SECTION 1 - INTERPRETATION
1.01 Defini�ons.
In this Agreement
Act means the Municipal Act, 2001, S.O. 2001, c. 25, as amended from time to time;
Administrator means at any time an entity approved by ONE JIB from time to time to provide
administrative and recordkeeping services including receiving and implementing investment
instructions, keeping records of holdings and providing reports of such holdings;
Agent means any Administrator, Custodian, Payment Servicer, External Portfolio Manager,
consultant, banker, broker, dealer, or other service provider engaged or appointed by ONE JIB
and authorized by ONE JIB to exercise any of the functions of ONE JIB pursuant to a written
agreement, in the manner and to the extent provided in the Regulation and without limiting the
generality of the foregoing, Agent includes ONE Investment;
Agreement means this agreement, any schedules attached to this agreement from time to time
as the agreement and the schedules may be added, amended, deleted, supplemented, restated,
renewed or replaced from time to time;
Authorized Person has the meaning set out in Section 14.01;
Authorizing By-law means any by-law or other action of the Applicant Municipality (whether or
not it is also a Founding Municipality) or a Participating Municipality to authorize such
Municipality to enter into and be bound by this Agreement and to do all things in furtherance of
this Agreement, including the approval and adoption of such Municipality’s IPS, but in the case of
a Founding Municipality, an Authorizing By-law does not include the Municipality’s Prudent
Investor Enabling By-law and in the case of a Participating Municipality that is not a Founding
Municipality, an Authorizing By-law can also include such Municipality’s Prudent Investor Enabling
By-law;
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;
CHUMS means CHUMS Financing Corporation and its successors;
Custodian at any time means a financial institution which at such time has been approved by ONE
JIB to provide custodial and other custody related services in connection with the Participating
Municipality’s investments;
External Portfolio Managers means external third-party investment management firms whose
investment and advisory services and product offerings are accessed by ONE JIB directly (including
in connection with the OCIO Offering) or through services provided to a ONE Investment Pool.
20194110.3
3
External Portfolio Managers are agents authorized by ONE JIB in accordance with Part II of the
Regulation;
Founding Municipalities means the municipalities of The Corporation of the Town of Bracebridge,
The Corporation of the Town of Huntsville, The Corporation of the Town of Innisfil, The
Corporation of the City of Kenora, The District Municipality of Muskoka, and The Corporation of
the Town of Whitby, who established ONE JIB pursuant to the Regulation and pursuant to the
Initial Formation Agreement;
Initial Formation Agreement means the agreement between the Founding Municipalities dated
as of May 19, 2020 under which ONE JIB was formed;
Investment Account means an account or accounts maintained by an Agent in which the Managed
Assets of the Participating Municipality are managed or held;
Investment Board means a municipal service board that is established under section 196 of the
Act by a municipality for the purposes of Part II of the Regulation and includes for the purposes
of Section 13 of this Agreement, the Toronto Investment Board;
IPS, with respect to a Participating Municipality, means the investment policy as adopted and
maintained by the council of the Participating Municipality under the Regulation;
Investment Plan, with respect to a Participating Municipality, means the investment plan as
adopted and maintained by ONE JIB for the Participating Municipality under the Regulation;
Investment Program Agreements means the agreements entered into, from time to time, by or
under the authority of ONE JIB, for and on behalf of the Participating Municipality, with ONE
Investment, an Administrator, a Custodian, an External Portfolio Manager and such other persons
as ONE JIB considers appropriate for the purpose of carrying out the objectives of the Investment
Plan and the IPS;
Joint Investment Board means a municipal service board that is established under section 202 of
the Act by two or more municipalities for the purposes of Part II of the Regulation;
LAS means Local Authority Services and its successors;
Managed Assets means, with respect to a Participating Municipality, the assets of the
Participating Municipality managed and controlled by ONE JIB pursuant to, and subject to, the
terms and conditions set out in this Agreement;
Municipal Legislation means all applicable legislation that applies to ONE JIB including, without
limitation, the Act, the Municipal Conflict of Interest Act, R.S.O. 1990, c. M.50, as amended from
time to time, the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.
M.56, as amended from time to time, the Regulation and any other applicable regulations made
under such Acts, as they may be amended from time to time;
Municipal Treasurer Representative means a member of ONE JIB who has been nominated by
ONE JIB and ONE Investment, in consultation with the Participating Municipalities, to represent
20194110.3
4
the views and interests of the municipal treasurers of the Participating Municipalities, and who
holds the office of treasurer or duly appointed deputy treasurer of a Participating Municipality;
NI 31-103 means National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations, of the Canadian Securities Administrators;
OCIO Offering means the comprehensive investment program made available through ONE JIB
pursuant to which a duly qualified investment manager who is an External Portfolio Manager is
engaged by ONE Investment to advise a Participating Municipality with regard to the investment
of the Participating Municipality’s Managed Assets and to invest and manage such Managed
Assets in accordance with the terms and conditions set out in this Agreement;
ONE Investment means the not-for-profit corporation founded by CHUMS and LAS which provides
certain management, administrative and other services to ONE JIB in connection with the ONE
Investment Offering;
ONE Investment Offering means the comprehensive suite of products and services relating to
investment by municipalities in Ontario made available through ONE Investment and includes the
ONE Pools Offering and the OCIO Offering;
ONE Investment Pool means a pooled investment vehicle managed by ONE Investment whose
securities are available to Participating Municipalities through ONE Investment as part of the One
Pools Offering;
ONE JIB means the ONE Joint Investment Board, established by the Founding Municipalities as a
Joint Investment Board under Part II of the Regulation, as constituted from time to time and acting
pursuant to its Terms of Reference as set out in Schedule C;
ONE JIB Services Agreement means the service agreement effective as at May 19, 2020 between
ONE JIB and ONE Investment pursuant to which ONE Investment has been appointed an Agent of
ONE JIB to, among other things, provide certain management, administrative and other services
to ONE JIB;
ONE Pools Offering means the comprehensive investment program made available through ONE
JIB pursuant to which ONE Investment advises the Participating Municipality with regard to the
investment of the Participating Municipality’s Managed Assets and the underlying investment
products consist of ONE Investment Pools and other investment products offered by ONE
Investment from time to time;
Participating Municipalities means from time to time each of the municipalities for whom ONE
JIB acts as the Joint Investment Board under the terms of this Agreement and includes the
Founding Municipalities, any other Participating Municipalities from time to time and also, upon
execution by the Applicant Municipality of this Agreement, the Applicant Municipality;
Payment Servicer means at any time a Canadian financial institution which at such time has been
approved by ONE JIB to facilitate the transfer of assets of a Participating Municipality between
the Participating Municipality’s financial institution and an Investment Account;
20194110.3
5
Prudent Effective Date means the effective date set out in the Prudent Investor Enabling By-law
as the date on which section 418.1 applies to the Applicant Municipality;
Prudent Investor Enabling By-law means, with respect to a Municipality, the by-law under which
the Municipality makes section 418.1 of the Act apply to it as of the effective date set out in such
by-law; and
Regulation means Ontario Regulation 438/97 made under the Act, as it may be amended from
time to time;
1.02 Governing Law.
This Agreement is governed by, and is to be construed and interpreted in accordance with, the
laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.
1.03 Headings and Table of Contents.
The division of this Agreement into sections, subsections, paragraphs, subparagraphs, clauses and
schedules, the insertion of headings and the provision of a table of contents are for convenience
of reference only and are not to affect the construction or interpretation of this Agreement.
1.04 Number and Gender.
Unless otherwise specified, words importing the singular include the plural and vice versa and
words importing gender include all genders.
1.05 Severability.
If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality,
validity or enforceability of any of the remaining provisions of this Agreement.
SECTION 2 - ONE JOINT INVESTMENT BOARD
2.01 Appointment.
The Applicant Municipality hereby appoints ONE JIB to be its Joint Investment Board, to invest
money and investments that the Applicant Municipality, as a Participating Municipality, does not
require immediately on behalf of such municipality and to exercise control and management of
such money and investments, in accordance with the Act and the Regulation and subject to the
terms and conditions of this Agreement.
2.02 Exclusive Appointment.
The appointment of ONE JIB as the Applicant Municipality’s Joint Investment Board is exclusive
and during the term of this Agreement, the Applicant Municipality, as a Participating Municipality,
shall not appoint any other Investment Board or Joint Investment Board to have management or
control of any of its money that it does not require immediately under section 418.1 of the Act
unless it withdraws from ONE JIB in accordance with Section 13.
20194110.3
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2.03 Delega�on.
To the fullest extent required by the Act and the Regulation, the Applicant Municipality hereby
gives control and management of its money and investments that it does not require immediately
to ONE JIB, and hereby delegates to ONE JIB (i) the Applicant Municipality’s powers to make the
investments and (ii) the Applicant Municipality’s duties under section 418.1 of the Act.
2.04 Acceptance.
ONE JIB hereby accepts the foregoing appointment and delegation and hereby agrees to invest
money and investments that the Applicant Municipality, as a Participating Municipality, does not
require immediately on behalf of such municipality in accordance with the Act, the Regulation
and such municipality’s IPS and subject to the terms and conditions of this Agreement.
2.05 Acceptance by Par�cipa�ng Municipali�es.
On execution and delivery of this Agreement and on and after the subsequent Prudent Effective
Date, each of the Participating Municipalities shall be deemed to acknowledge and agree that the
Applicant Municipality has made the foregoing appointment for ONE JIB to invest money and
investments that the Applicant Municipality, as a Participating Municipality, does not require
immediately and that the Applicant Municipality is added as a party to this Agreement such that
ONE JIB shall act as the Joint Investment Board of such Applicant Municipality, as a Participating
Municipality, on and after the Prudent Effective Date.
SECTION 3 - DUTIES OF ONE JIB
3.01 Du�es.
ONE JIB shall have the following duties and responsibilities in connection with investing for and
on behalf of the Participating Municipalities:
(a) review the Par�cipa�ng Municipality’s IPS, and at the request of the Par�cipa�ng
Municipality, provide advice and recommenda�ons with respect thereto;
(b) adopt and maintain an Investment Plan for the Par�cipa�ng Municipality in accordance
with the terms hereof;
(c) engage one or more Administrators, Custodians, Payment Servicers, External Por�olio
Managers, bankers, brokers, dealers, and other Agents as may be required to implement
the Investment Plan in accordance with the IPS;
(d) monitor the performance of the Agents; and
(e) report to the Par�cipa�ng Municipality as required by the Act and the Regula�on.
3.02 Engagement of Agents.
ONE JIB may authorize an Agent to exercise any of its functions to the same extent that a prudent
investor, acting in accordance with ordinary investment practice, would authorize an agent to
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exercise any investment function. Any such engagement and authorization may be made only
pursuant to an Investment Program Agreement with the Agent which includes the following
provisions:
(a) a requirement that the Agent comply with the requirements contained in each applicable
IPS and each applicable Investment Plan;
(b) a requirement that the Agent report to ONE JIB at regular intervals as specified in the
writen agreement with the Agent; and
(c) a requirement that the Agent comply with any reasonable direc�ons to the Agent given
by ONE JIB.
3.03 Role of ONE Investment.
The Applicant Municipality hereby acknowledges and agrees that in the discharge of its duties and
obligations hereunder, ONE JIB requires certain support and administrative services. To obtain
such services, ONE JIB hereby engages ONE Investment as its Agent hereunder and under the ONE
JIB Services Agreement. Notwithstanding such engagement, ONE JIB confirms that it will at all
times be responsible to the Applicant Municipality in the manner contemplated in the Act and the
Regulation and as set out herein. The Applicant Municipality further acknowledges and agrees
that any fees and expenses payable by it hereunder, directly or indirectly, shall be paid to ONE
Investment, who has been duly authorized on behalf of ONE JIB, LAS and CHUMS to collect all
such fees and expenses.
3.04 Monitoring Performance.
ONE JIB shall exercise prudence in selecting an Agent, in establishing the terms of the Agent’s
authority and in monitoring the Agent’s performance to ensure compliance with those terms.
Prudence in monitoring an Agent’s performance includes:
(a) reviewing the Agent’s reports;
(b) regularly reviewing the agreement between ONE JIB and the Agent and how it is being
put into effect, including assessing whether the requirements included in each applicable
IPS and each applicable Investment Plan are being complied with;
(c) considering whether direc�ons should be provided to the Agent or whether the Agent’s
appointment should be revoked; and
(d) providing direc�ons to the Agent or revoking the appointment if ONE JIB considers it
appropriate to do so.
3.05 Further Authoriza�ons.
Except as may be consented to by the Participating Municipalities in accordance with Section
12.02, ONE JIB shall not permit any further authorization (or sub-delegation) of investment
functions by any Agent (other than ONE Investment) to third parties unaffiliated with the Agent.
The ONE JIB Services Agreement provides that ONE Investment similarly will not permit further
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authorization (or sub-delegation) of investment functions by any Agent to third parties
unaffiliated with the Agent, and ONE JIB shall require ONE Investment to include provisions with
substantially similar effect in all agreements with Agents.
3.06 OCIO Offering.
Any Participating Municipality may agree with ONE JIB and ONE Investment to have the
Participating Municipality’s Managed Assets invested pursuant to the OCIO Offering. The
provisions of this Agreement, including Section 3.05, shall not be read so as to prevent ONE JIB or
ONE Investment from properly delegating by written agreement to any External Portfolio
Manager the powers and authorities necessary or desirable to give effect to the OCIO Offering.
For the avoidance of doubt, nothing herein derogates from the duties and responsibilities of ONE
JIB set out in Section 3.01 hereof.
SECTION 4 - REPRESENTATIONS AND WARRANTIES
4.01 Representa�ons and Warran�es of Applicant Municipality.
The Applicant Municipality represents and warrants to ONE JIB, ONE Investment and each of the
Participating Municipalities that:
(a) it has prepared a writen IPS which complies with the Act and has been approved by
council and such IPS has been delivered to ONE JIB and ONE Investment in the manner
set out in Sec�on 16.01.
(b) it has taken all ac�ons necessary to authorize it to enter into this Agreement, including
passing an Authorizing By-law substan�ally in the form atached hereto as Schedule B
(which Authorizing By-law also cons�tutes the Applicant Municipality’s Prudent Investor
Enabling By-law); and
(c) under Sec�on 8 of the Applicant Municipality’s Authorizing By-law its treasurer has been
authorized to determine the Applicant Municipality’s Prudent Effec�ve Date in
consulta�on with ONE Investment and to enter into an agreement with ONE Investment
confirming its Prudent Effec�ve Date (a�er the Applicant Municipality has entered into
this Agreement and a�er it has been signed by ONE JIB and by ONE Investment) at which
�me the Applicant Municipality shall be deemed to be a Par�cipa�ng Municipality under
this Agreement.
4.02 Representa�ons and Warran�es of Par�cipa�ng Municipali�es.
Each of the Participating Municipalities, provided that it is not a Founding Municipality, represents
and warrants to the Applicant Municipality, ONE JIB and ONE Investment that:
(a) it has taken all ac�ons necessary to authorize it to enter into this Agreement, including
passing such Authorizing By-law as the Par�cipa�ng Municipality has deemed necessary
(which Authorizing By-law can also cons�tute the Par�cipa�ng Municipality’s Prudent
Investor Enabling By-law);
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(b) it has duly passed a Prudent Investor Enabling By-law (which can be included in the
Par�cipa�ng Municipality’s Authorizing By-law) under which sec�on 418.1 of the Act
applies to it as of the specified Prudent Effec�ve Date, and such Prudent Investor Enabling
By-law is in full force and effect; and
(c) this Agreement cons�tutes a valid and binding obliga�on of such Par�cipa�ng
Municipality.
4.03 Representa�ons and Warran�es of Founding Municipali�es.
Each of the Participating Municipalities, which is also a Founding Municipality, represents and
warrants to the Applicant Municipality, ONE JIB and ONE Investment that:
(a) it has taken all ac�ons necessary to authorize it to enter into this Agreement, including
passing an Authorizing By-law;
(b) it has passed a Prudent Investor Enabling By-law under which sec�on 418.1 of the Act
applied to it as of the Prudent Effec�ve Date set out therein; and
(c) this Agreement cons�tutes a valid and binding obliga�on of such Municipality.
4.04 Representa�ons and Warran�es of ONE JIB.
ONE JIB represents and warrants to the Applicant Municipality and each of the Participating
Municipalities that:
(a) it was duly established by the Founding Municipali�es as a Joint Investment Board which
meets the requirements of the Act and the Regula�on;
(b) it has taken all ac�ons necessary to authorize it to enter into this Agreement;
(c) this Agreement cons�tutes a valid and binding obliga�on of ONE JIB; and
(d) on the date of the Applicant Municipality’s Authorizing By-law, all other Par�cipa�ng
Municipali�es are par�es to this Agreement.
4.05 Representa�ons and Warran�es of ONE Investment.
ONE Investment represents and warrants to the Applicant Municipality and each of the
Participating Municipalities that:
(a) it is a duly incorporated not-for-profit corpora�on formed by LAS and CHUMS for the
purpose of facilita�ng the ONE Investment Offering;
(b) it has taken all ac�ons necessary to authorize it to enter into this Agreement; and
(c) this Agreement cons�tutes a valid and binding obliga�on of ONE Investment.
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SECTION 5 - INVESTMENT POLICY AND INVESTMENT PLAN
5.01 Investment Policy.
(a) Without limi�ng the provisions of Sec�on 4.01, the Applicant Municipality acknowledges
that in the formula�on of its IPS, the Applicant Municipality is required to obtain the
advice that a prudent investor would obtain under comparable circumstances. The
Applicant Municipality further acknowledges that in planning its investments, it is
required to consider, in addi�on to any other criteria that are relevant in the
circumstances, the following:
(1) general economic condi�ons;
(2) the possible effect of infla�on or defla�on;
(3) the role that each investment or course of ac�on plays within the Applicant
Municipality’s por�olio of investments;
(4) the expected total return from income and the apprecia�on of capital; and
(5) needs for liquidity, regularity of income and preserva�on or apprecia�on of
capital.
(b) The Applicant Municipality confirms that its IPS has been arrived at a�er careful
considera�on of the foregoing and that it has been adopted by an Authorizing By-law of
the council of the Applicant Municipality in compliance with the Act. The IPS includes the
Applicant Municipality’s (i) objec�ves for return on investment and risk tolerance; (ii)
need for liquidity including, for greater certainty, an�cipated needs for funds for planned
projects and needs to have funds available for unan�cipated con�ngencies; and (iii) other
requirements with respect to investment maters that the council of the Applicant
Municipality considers to be in the interests of the Applicant Municipality. For certainty,
notwithstanding any assistance that the Applicant Municipality may have sought and
obtained in the prepara�on of its IPS, including through consulta�ons with ONE JIB or
ONE Investment, the Applicant Municipality acknowledges and agrees that its IPS, and
the en�re contents thereof, is solely the responsibility of the Applicant Municipality and
can only be amended or modified by the Applicant Municipality.
(c) The Applicant Municipality, as a Par�cipa�ng Municipality, shall provide writen no�ce to
the board secretary of ONE JIB (the Secretary of ONE JIB) of any amendment or
modifica�on to its IPS. ONE JIB shall be under no obliga�on to make investments for an
Applicant Municipality, as a Par�cipa�ng Municipality, other than in accordance with its
writen IPS and any amendments thereto made in wri�ng and no�fied to ONE JIB as
provided herein.
(d) Where ONE JIB in its sole discre�on determines that the IPS of a Par�cipa�ng Municipality
is inconsistent with the obliga�ons of the Par�cipa�ng Municipality under the Act to
exercise the care, skill, diligence and judgment that a prudent investor would exercise in
making investments, ONE JIB may decline to apply the IPS in whole or in part. If ONE JIB
determines to rely on this Sec�on 5.01 (d), ONE Investment shall promptly no�fy the
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Par�cipa�ng Municipality. In these circumstances, upon sending such no�ce, ONE JIB
shall thereupon be relieved of its du�es and obliga�ons as set out in Sec�on 10.05.
5.02 Investment Plan.
(a) Without limi�ng the provisions of Sec�on 3.01, ONE JIB acknowledges that the applicable
Investment Plan, adopted and maintained by ONE JIB in respect of the Applicant
Municipality, as a Par�cipa�ng Municipality, is required to deal with how ONE JIB will
invest such municipality’s money consistent with such municipality’s IPS and is required
to set out ONE JIB’s projec�ons of the propor�ons of such municipality’s por�olio of
investments to be invested at the end of the year in each type of security selected by ONE
JIB and may include other requirements. The Investment Plan for the Applicant
Municipality shall be delivered to the Applicant Municipality in the manner set out in
Sec�on 16.01.
(b) Amendments to the Applicant Municipality’s Investment Plan shall only be made as set
out in Sec�ons 5.03 and 5.04.
5.03 Amendments.
(a) ONE JIB and the Applicant Municipality acknowledge that under subsec�on 18(4) of the
Regula�on, the council of the Applicant Municipality is required to review, and if
necessary, update the IPS of the Applicant Municipality, as a Par�cipa�ng Municipality, at
least annually (the Annual Policy Review). In connec�on with such Annual Policy Review,
ONE JIB may make recommenda�ons to such municipality to amend, modify, supplement,
restate or replace its IPS. The treasurer of the Applicant Municipality, as a Par�cipa�ng
Municipality, is responsible for arranging the Annual Policy Review by its council. Such
municipality shall advise ONE JIB, on an annual basis, (i) of the date as of which the Annual
Policy Review was made; (ii) whether any updates or amendments were made to the IPS,
and where applicable, the text of any such update or amendment; and (iii) of other
comments or observa�ons regarding the municipality’s IPS as the municipality considers
to be necessary or desirable. Any amendment to the IPS must be provided to the
Secretary of ONE JIB as soon as prac�cable and in any event within 15 days of approval
by the municipality’s council.
(b) ONE JIB and the Applicant Municipality acknowledge that under subsec�on 19(3) of the
Regula�on, ONE JIB is required, following the Annual Policy Review, to review, and if
necessary, update the Investment Plan of the Applicant Municipality, as a Par�cipa�ng
Municipality (the Annual Plan Review). ONE JIB shall, within a reasonable period of �me,
not to exceed 90 days from the date that ONE JIB receives the results of the Annual Policy
Review, conduct the Annual Plan Review for the municipality. If, following the comple�on
of the Annual Plan Review, ONE JIB considers that an update or amendment of the
Investment Plan is required (whether following from the results of the municipality’s
Annual Policy Review or otherwise), ONE JIB shall make the appropriate updates or
amendments to the municipality’s Investment Plan and shall provide a copy of the
updated and amended Investment Plan to the municipality.
(c) In addi�on to amendments made as a result of the Annual Policy Review, the par�es
acknowledge that the Applicant Municipality, as a Par�cipa�ng Municipality, may make
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amendments to its IPS, including for the purposes of adding or withdrawing amounts to
be invested as contemplated in Sec�on 5.04, at any �me and from �me to �me by ac�on
of the council of the municipality. Amendments to an IPS for adding and withdrawing
money and investments to be managed by ONE JIB shall be made in accordance with
Sec�on 5.04.
(d) No�ce of any amendment to the IPS of an Applicant Municipality, as a Par�cipa�ng
Municipality (other than amendments made as a result of the Annual Policy Review), shall
be given in wri�ng to the Secretary of ONE JIB or to such other person as ONE JIB may
direct as soon as prac�cable following authoriza�on or adop�on. For purposes hereof,
the Applicant Municipality and ONE JIB recognize that an amendment to an IPS may be
made by by-law or other decision of council (Council Ac�on) that affects or purports to
affect the IPS. ONE JIB has no obliga�on to take no�ce of any such Council Ac�on, whether
or not it was widely publicized, and no obliga�on to assess the validity of any Council
Ac�on. ONE JIB shall under no circumstances be deemed to have knowledge of any
amendment to the IPS of a municipality or of any Council Ac�on unless and un�l writen
no�ce thereof has been provided to ONE JIB by the treasurer of the Par�cipa�ng
Municipality in accordance with Sec�on 5.03(a), Sec�on 5.03(c), or Sec�on 5.03(d) and
the no�ce provisions set out in Sec�on 16.01.
(e) On receipt of a no�ce of amendment to the IPS, where ONE JIB considers in its discre�on
that an update or modifica�on to the corresponding Investment Plan is necessary or
desirable, ONE JIB will update or modify such municipality’s Investment Plan so as to
provide for consistency between the Investment Plan and the IPS. Such update or
modifica�on shall be made and implemented as soon as reasonably prac�cable, having
regard to prevailing economic and market condi�ons. A copy of any such updated or
modified Investment Plan shall be provided to the treasurer of the Par�cipa�ng
Municipality.
(f) Despite any other provision hereof, ONE JIB may make such minor amendments to the
Investment Plan of an Applicant Municipality, as a Par�cipa�ng Municipality, as it may
consider to be necessary or desirable for the more efficient or effec�ve administra�on of
the assets held in such municipality’s Investment Accounts, provided that following such
minor amendment, the Investment Plan con�nues to be consistent with such
municipality’s IPS.
5.04 Addi�ons and Withdrawals of Money and Investments.
(a) The Applicant Municipality’s IPS referenced in Sec�on 5.01 shall include the Applicant
Municipality’s criteria for iden�fying the Managed Assets over which ONE JIB is to have
management and control hereunder. Such Managed Assets shall be held in one or more
Investment Accounts. It is the responsibility of the Applicant Municipality, as a
Par�cipa�ng Municipality, to make contribu�ons to the Investment Accounts in
accordance with its IPS. The treasurer of the Applicant Municipality, as a Par�cipa�ng
Municipality, shall provide ONE JIB with no�ce of such contribu�ons, and follow such
procedures and protocols in connec�on therewith, as ONE JIB may prescribe from �me
to �me.
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(b) The Applicant Municipality, as a Par�cipa�ng Municipality, may from �me to �me amend
its IPS so as to add to or withdraw amounts from the Managed Assets. No such
amendment shall be binding on ONE JIB unless reasonable writen no�ce has been
provided to the Secretary of ONE JIB or other authorized person, in form sa�sfactory to
ONE JIB. Without limi�ng the foregoing, ONE JIB shall have no obliga�on to return
Managed Assets or part thereof to the Applicant Municipality unless a minimum of 30
days’ prior writen no�ce of any request for withdrawal, in form and substance
sa�sfactory to ONE JIB, has been provided to ONE JIB, which no�ce period may be waived
by ONE JIB in its discre�on.
(c) Notwithstanding Sec�on 14.01, ONE JIB shall not be obliged to comply with any no�ce
referred to in paragraphs (a) and (b) of Sec�on 5.04 unless received in wri�ng and signed
by the treasurer of the Par�cipa�ng Municipality.
(d) In all circumstances in which the Applicant Municipality, as a Par�cipa�ng Municipality,
an�cipates a withdrawal of Managed Assets, whether as a result of the planned maturity
of any reserve or otherwise, such Municipality and ONE JIB shall co-operate and work
together so as to ensure an orderly liquida�on where necessary and �mely transfer of
Managed Assets or proceeds thereof.
(e) Notwithstanding Sec�on 5.04(b), if the aggregate dollar amount of the Managed Assets
requested to be returned by a Par�cipa�ng Municipality is so large as to risk causing
prejudice to other Par�cipa�ng Municipali�es or requires addi�onal �me to effect an
orderly liquida�on, ONE JIB, ONE Investment and the Par�cipa�ng Municipality shall work
together to extend the period for the return so that any nega�ve effects of sudden or
un�mely liquida�on are adequately ameliorated.
(f) In extraordinary circumstances, including dislocated capital markets, acts of God, war,
terrorism and the like which prevent normal trading opera�ons in securi�es markets, or
result in the suspension of trading in securi�es markets, ONE JIB may, in the exercise of
its fiduciary obliga�ons, decline to or delay the return of all or a por�on of a Par�cipa�ng
Municipality’s requested Managed Assets. Any Managed Assets not so returned shall be
returned as soon as prac�cable on the cessa�on of the events which gave rise to the
refusal or delay.
SECTION 6 - AGENTS
6.01 Authority.
The Applicant Municipality, as a Participating Municipality, authorizes ONE JIB and ONE
Investment to engage Agents on its behalf and to enter into Investment Program Agreements,
from time to time, as provided in Section 3.02.
6.02 Administrator.
ONE JIB and ONE Investment will enter into an Investment Program Agreement with an
Administrator who is a Canadian chartered Schedule I bank or other regulated Canadian financial
institution or who has otherwise satisfied ONE JIB that it has the demonstrated ability to provide
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and maintain accurate recordkeeping and where required, valuation services for the Investment
Accounts.
6.03 Custodian.
ONE JIB and ONE Investment will only enter into an Investment Program Agreement for custody
and safekeeping of Managed Assets with a Custodian who, at the time of entering into the
Investment Program Agreement, is a Canadian custodian for purposes of NI 31-103.
6.04 External Por�olio Managers.
With respect to
(a) Registra�on - ONE JIB will not enter into an Investment Program Agreement with an
External Por�olio Manager unless the Investment Program Agreement requires the
External Por�olio Manager to maintain at all �mes its status in Ontario as a registered
por�olio manager, unless the External Por�olio Manager is exempt from the requirement
to be registered under applicable Ontario law.
(b) Insurance - ONE JIB will not enter into an Investment Program Agreement with an
External Por�olio Manager unless the Investment Program Agreement requires the
External Por�olio Manager to maintain, in full force and effect, bonding or insurance in
such amounts and of such types as are required from �me to �me by regulatory
authori�es and consistent with industry best prac�ce.
6.05 No rights to assets.
None of ONE JIB, ONE Investment, an Administrator, a Custodian, an External Portfolio Manager
or any other service provider or Agent shall have any beneficial or personal right, title or interest
in or to the Managed Assets in any Investment Account, other than as specifically set out in any
Investment Program Agreement.
SECTION 7 - COMPOSITION AND GOVERNANCE OF ONE JIB
7.01 Appointment and Term of Members.
The initial individual members (Members) of ONE JIB were appointed by the Founding
Municipalities under the Initial Formation Agreement on the establishment of ONE JIB under the
Regulation.
7.02 Prohibi�on re Membership.
Notwithstanding anything to the contrary contained herein or in any schedule hereto, the
following persons may not be appointed to or serve on ONE JIB:
(a) subject to Sec�on 7.03, an officer or employee of a Par�cipa�ng Municipality;
(b) a member of council of a Par�cipa�ng Municipality.
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7.03 Municipal Treasurers.
(a) Municipal treasurers are to be represented on ONE JIB as permited by the Regula�on. To
give effect to such representa�on, up to 25% of the membership of ONE JIB shall be
reserved for Municipal Treasurer Representa�ves. ONE JIB and ONE Investment, in
consulta�on with Par�cipa�ng Municipali�es, shall nominate individuals to serve as
Municipal Treasurer Representa�ves. Such individuals must hold the office of treasurer
or duly appointed deputy treasurer of a Par�cipa�ng Municipality. ONE JIB and ONE
Investment shall work in good faith with the Par�cipa�ng Municipali�es to give voice to
the concerns of municipal treasurers through appropriate Municipal Treasurer
Representa�ves.
(b) In the event that an individual serving as a Municipal Treasurer Representa�ve is a
treasurer or duly appointed deputy treasurer of a Par�cipa�ng Municipality, and such
Par�cipa�ng Municipality withdraws from ONE JIB pursuant to Sec�on 13, such individual
shall be deemed to have resigned as a Member of ONE JIB effec�ve the date of the
Par�cipa�ng Municipality’s withdrawal. Provided however, that if such individual has
been appointed as the treasurer or duly appointed deputy treasurer of another
Par�cipa�ng Municipality prior to or at the �me of the effec�ve date of withdrawal, and
such Par�cipa�ng Municipality agrees, the individual may con�nue to serve as a
Municipal Treasurer Representa�ve.
7.04 Procedural and Other Maters Rela�ng to ONE JIB.
Rules, policies and procedures relating to the appointment, qualifications, conduct, removal, term
of office, compensation of the Members, calling and holding of meetings and all ancillary matters
are set out in Schedule C - Terms of Reference for ONE JIB appended hereto and such Terms of
Reference form part of this Agreement. ONE JIB is intended to self-governing, subject to the
applicable provisions of Municipal Legislation. The parties acknowledge and agree that following
the formation of ONE JIB, the Members have authority to amend the Terms of Reference including
the exhibits and schedules thereto in accordance with the amendment provisions contained in
the Terms of Reference.
7.05 Paramountcy.
In the event of any conflict or inconsistency between a Participating Municipality’s policies, by-
laws, rules and procedures that otherwise apply to such Participating Municipality’s local boards
and the policies, by-laws, rules and procedures that apply to ONE JIB as provided under this
Agreement, the latter shall prevail.
SECTION 8 - REPORTING
8.01 Annual Investment Report.
ONE JIB shall prepare and provide to the council of each of the Participating Municipalities, no
less frequently than once annually, an investment report that includes a statement about the
performance of the Participating Municipality’s Managed Assets during the period covered by the
report and such other information that the council of the Participating Municipality may require
or that, in the opinion of its treasurer, should be included as required by the Regulation.
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8.02 Compliance Repor�ng.
ONE JIB shall prepare or arrange for the preparation and delivery of such compliance reports as
may be reasonably requested by a Participating Municipality. Such compliance report shall
provide information so as to enable the treasurer of the Participating Municipality to state
whether or not the Managed Assets have been invested and are held in a manner consistent with
the Participating Municipality’s IPS and Investment Plan.
SECTION 9 - FEES AND EXPENSES
9.01 Fees and expenses.
Participating Municipalities shall pay the fees and expenses as set out in Schedule D appended
hereto, and such fees and expenses may be changed from time to time in accordance with Section
12.01(c).
9.02 Fees Payable to Agents.
To the extent fees and expenses are directly recoverable from a Participating Municipality, ONE
JIB shall establish and disclose to the Participating Municipality, the maximum aggregate fees and
expenses payable to the Administrator, the Custodian, the External Portfolio Managers and any
other Agents and service providers.
SECTION 10 - STANDARD OF CARE AND LIMITATION OF LIABILITY
10.01 Standard of Care.
In the discharge of its duties hereunder, and in investing money of the Participating Municipality,
ONE JIB shall exercise the care, skill, diligence and judgment that a prudent investor would
exercise in comparable circumstances and in making such investment.
10.02 Limita�on on liability.
Provided that the standard of care set out in Section 10.01 has been met, neither ONE JIB nor any
Members shall incur any liability to a Participating Municipality by reason of acting or not acting
or as a result of any error in instructions. Each Participating Municipality acknowledges and agrees
that ONE JIB makes no representation or warranty as to performance or attaining any yield or
appreciation of the Managed Assets in the Investment Accounts. Neither ONE JIB nor any
Member shall be liable to a Participating Municipality for any loss or damage relating to any
matter arising out of this Agreement, including any loss or diminution in the value of the Managed
Assets so long as they acted in a manner consistent with the standard of care set out in Section
10.01.
10.03 Indemnifica�on.
ONE JIB, ONE Investment, and any of their respective members, directors, officers and employees
(in each case, an Indemnified Party) shall be indemnified by the Participating Municipalities for
all liabilities, claims, damages, losses, costs and expenses incurred by them in connection with any
action, suit or proceeding that is proposed or commenced or any other claim to which such
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Indemnified Party may be subject by reason of the management and control of the Managed
Assets or otherwise arising out of or in connection with acting on behalf of the Participating
Municipalities or in furtherance of the interests of the Participating Municipalities, except that
this indemnity shall not apply to (a) losses arising from such Indemnified Party’s own wilful
misconduct or fraud, or (b) expenses of the Participating Municipalities that the Indemnified Party
has agreed to bear. To the fullest extent permitted by law, expenses (including, without limitation,
legal fees and expenses) incurred by an Indemnified Party in defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Participating Municipalities prior
to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the
Participating Municipalities of an undertaking by or on behalf of the Indemnified Party to repay
such amount if it shall be determined that the Indemnified Party is not entitled to be indemnified
as authorized in this Section 10.03. Amounts required to be paid or advanced to an Indemnified
Party under this Section 10.03 shall be paid by Participating Municipalities in such proportion as
ONE JIB considers to be fair and equitable in the circumstances.
10.04 Performance of Trusts.
ONE JIB shall not be bound to recognize or see to the performance of any trust, express, implied
or constructive, or of any charge, pledge or equity to which any of the Managed Assets or any
interests therein are or may be subject, or to ascertain or inquire whether a contribution or
withdrawal of any such Managed Assets or interests therein by any Participating Municipality or
by its treasurer has been duly and properly authorized, or to recognize any person as having any
interest in the Managed Assets, but shall be entitled to treat all monies and investments provided
to ONE JIB hereunder solely as Managed Assets of the Participating Municipality.
10.05 Where IPS Imprudent.
Neither ONE JIB nor any Members shall incur any liability whatsoever to a Participating
Municipality where ONE JIB has determined in its sole discretion, acting reasonably, that the IPS
of the Participating Municipality is inconsistent with the duty of the Participating Municipality
under the Act to exercise prudence. So long as ONE JIB has provided notice to the Participating
Municipality and acts in good faith, ONE JIB may elect to (a) apply the IPS to the best of its ability;
or (b) decline to apply the IPS in whole or in part and hold the Managed Assets in cash or cash
equivalent instruments pending receipt of an IPS which complies with the Act; or (c) seek direction
from legal counsel and act in accordance with such direction. Until such time as ONE JIB has been
provided with an IPS which complies with the Act, all of ONE JIB’s duties and responsibilities to
the Participating Municipality hereunder shall be suspended, and the Participating Municipality
shall have no entitlement to have its Managed Assets managed by ONE JIB or to receive any
prescribed reports from ONE JIB except to the extent required for ONE JIB to comply with the Act
and the Regulation.
SECTION 11 - COMPLAINTS HANDLING
11.01 Ini�al Complaints.
If a Participating Municipality has a concern or complaint with respect to any aspect of the
management of its money and investments by ONE JIB hereunder, including the operation of one
or more Investment Accounts, such concern or complaint shall in the first instance be brought to
the attention of ONE Investment. Within 30 days of receipt, ONE Investment shall provide the
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Participating Municipality with written acknowledgement of the complaint and proposed
resolution or explanation, if any. If the concern or complaint is one that involves the acts or
omissions of an Agent, ONE Investment, on behalf of ONE JIB, shall make the appropriate inquiries
of the Agent and otherwise pursue the matter with the Agent.
11.02 Escala�on.
In the event that the matter is not resolved to the satisfaction of the Participating Municipality
through the procedure set out in Section 11.01, the Participating Municipality may provide
written notice to the Chair of ONE JIB, with a copy to the Secretary of ONE JIB and to the Chair of
ONE Investment, specifying the nature of the concern or complaint. Upon receipt of such written
notice, ONE JIB, under the authority of its Chair, shall arrange for an independent investigation of
the matter to be conducted by duly qualified persons who are not employees of ONE JIB or ONE
Investment. A written report of the results of such investigation containing an explanation and,
where appropriate, an outline of steps to redress the matter, shall be provided to the Participating
Municipality and made available to all other Participating Municipalities.
SECTION 12 - AMENDMENTS TO THE AGREEMENT
12.01 Amendments not Requiring Approval of Par�cipa�ng Municipali�es.
(a) ONE JIB may, without the approval of, or no�ce to the Par�cipa�ng Municipali�es, but
subject to Sec�on 12.01(b) and Sec�on 12.02, make certain amendments to this
Agreement, including amendments which:
(1) are necessary to remove any internal inconsistencies in this Agreement and the
schedules hereto or to make minor correc�ons, including the rec�fica�on of any
ambigui�es, defec�ve provisions, errors, mistakes, or omissions that are, in the
opinion of ONE JIB, necessary or desirable and not prejudicial to the Par�cipa�ng
Municipali�es;
(2) are intended to ensure compliance with applicable laws, regula�ons or policies
affec�ng the Par�cipa�ng Municipali�es or ONE JIB;
(3) effect certain changes to the policies, by-laws, codes of conduct, rules and
procedures governing ONE JIB as contained in the Terms of Reference, provided
that such changes are made in compliance with Sec�on 12.01(b)(3);
(4) are intended to provide addi�onal protec�on to the Par�cipa�ng Municipali�es;
(5) are necessary to reflect a change that, in the reasonable opinion of ONE JIB is
reasonable, necessary, or appropriate to enable the Par�cipa�ng Municipali�es
to take advantage of, or not be detrimentally affected by, changes in the Income
Tax Act or other taxa�on laws; or
(6) are intended or are necessary to facilitate efficient or cost effec�ve
administra�on of invested money or investments ;
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provided that such amendment is not reasonably expected to materially adversely affect the
interests of the Participating Municipalities.
(b) The following amendments shall only be made as provided below:
(1) amendments requiring the approval of the Par�cipa�ng Municipali�es under
Sec�on 12.02 shall be made in accordance with Sec�on 12.02,
(2) amendments rela�ng to an update or modifica�on of a Par�cipa�ng
Municipality’s IPS or Investment Plan shall be made in the manner set out in
Sec�on 5, and
(3) amendments to the Terms of Reference (including the exhibits and schedules
thereto) shall be made by ONE JIB in accordance with the amending provisions
contained therein, as contemplated in Sec�on 7.04;
(c) Subject to Sec�on 12.01(a) and Sec�on 12.02, any other amendment may be made by
ONE JIB and shall take effect a�er not less than 60 days’ prior writen no�ce of such
amendment has been given to the treasurers of the Par�cipa�ng Municipali�es including,
without limita�on, amendments to fees and expenses made in accordance with Sec�on
9.01.
(d) Notwithstanding anything else contained herein, provided that any such municipality has
first executed a counterpart to this Agreement and has agreed to be bound hereby, the
inclusion of a municipality as a Par�cipa�ng Municipality, and the corresponding
amendment to Schedule A hereto, may be made at the sole discre�on of ONE JIB without
prior no�ce to or the consent of any Par�cipa�ng Municipality.
(e) Subject to the foregoing, in its annual report to each Par�cipa�ng Municipality ONE JIB
shall provide a descrip�on of any material amendments made to the Agreement in the
year to which the report relates and ONE JIB shall, at its sole discre�on, determine
whether an amendment is material for this purpose.
12.02 Amendments Requiring Approval of Par�cipa�ng Municipali�es.
(a) No amendment to this Agreement may enlarge the power or authority of ONE JIB in a
manner inconsistent with the Act or the Regula�on.
(b) Any amendment to this Agreement (including any schedule hereto) which under
applicable law requires the approval of some or all of the Par�cipa�ng Municipali�es shall
be effec�ve upon ONE JIB’s receipt of approvals in wri�ng from the percentage of
Par�cipa�ng Municipali�es prescribed by the applicable law and the writen approval
signed by the treasurers of the Par�cipa�ng Municipali�es shall be in form and substance
appropriate in the circumstances, as determined by the Chair of ONE JIB on the advice of
the Secretary of ONE JIB and shall be delivered to ONE JIB and ONE Investment in the
manner set out in Sec�on 16.01;
(c) Any amendment to this Agreement made under this Sec�on 12.02 shall only be effec�ve
upon writen no�ce to all Par�cipa�ng Municipali�es regardless of whether a
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Par�cipa�ng Municipality was included in the Par�cipa�ng Municipali�es who provided
the necessary approval. The form and substance of such no�ce shall be appropriate in the
circumstances, as determined by the Chair of ONE JIB on the advice of the Secretary of
ONE JIB.
12.03 Restatements.
A restated Agreement, setting forth the terms hereof, as amended to the time of execution, may
be executed at any time and from time to time by ONE JIB.
SECTION 13 - WITHDRAWAL
13.01 Withdrawal from ONE JIB by Regula�on.
A Participating Municipality may withdraw from investing through ONE JIB if it has become subject
to a regulation made under clause 16(d) of section 418.1 of the Act providing that section 418.1
of the Act no longer applies to the Participating Municipality.
13.02 Withdrawal from ONE JIB by a Par�cipa�ng Municipality that is not a Founding Municipality.
By entering into this Agreement, each of the Founding Municipalities and each of the other
Participating Municipalities hereby agree and shall be deemed to agree at all times that any
Participating Municipality which is not a Founding Municipality may withdraw from ONE JIB for
any reason provided that the Participating Municipality wishing to withdraw has effected one of
the following alternatives:
(a) entered into an agreement with another municipality that has established an Investment
Board, that Investment Board and any other municipali�es inves�ng through that
Investment Board to invest through that Investment Board;
(b) entered into an agreement with the municipali�es that have established a Joint
Investment Board, that Joint Investment Board and any other municipali�es inves�ng
through that Joint Investment Board, to invest through that Joint Investment Board; or
(c) established an Investment Board on its own or established a Joint Investment Board with
one or more other municipali�es
and such Participating Municipality has given the Investment Board or Joint Investment Board
through which it will be investing the control and management of its investments by delegating
to the board
(d) the Par�cipa�ng Municipality’s powers to make the investments; and
(e) the Par�cipa�ng Municipality’s du�es under sec�on 418.1 of the Act.
13.03 Withdrawal from ONE JIB by a Founding Municipality.
By entering into this Agreement, each of the Founding Municipalities and each of the other
Participating Municipalities hereby agree and shall be deemed to agree at all times that any
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Founding Municipality may withdraw from ONE JIB for any reason provided that all of the
following conditions are met:
(a) ONE JIB is not dissolved upon the withdrawal;
(b) the other Founding Municipali�es that established ONE JIB have, in the opinion of each
of their treasurers, a combined total of at least $100,000,000 in money and investments
that such municipali�es do not require immediately;
and the Founding Municipality wishing to withdraw has taken one of the actions described in
paragraph (a), (b) or (c) of Section 13.02 and has given the Investment Board or Joint Investment
Board through which it will be investing the control and management of its investments by
delegating to the board;
(c) the Founding Municipality’s powers to make the investments; and
(d) the Founding Municipality’s du�es under sec�on 418.1 of the Act.
13.04 Procedures re Withdrawal.
A Participating Municipality wishing to withdraw from ONE JIB pursuant to Section 13.02 (the
Withdrawing Municipality) must give the Secretary of ONE JIB a minimum of 90 days’ prior
written notice of withdrawal. At least 10 days prior to the effective date of withdrawal (the
Effective Date), ONE JIB must have received a direction (the Transfer Direction) duly authorized
by a by-law of the council of the Withdrawing Municipality, passed in compliance with the Act, in
form and substance satisfactory to ONE JIB. The Transfer Direction shall instruct ONE JIB to (i) pay
to ONE JIB, ONE Investment or any Agents any and all fees and expenses payable or accrued to
the Effective Date, and (ii) thereafter, to transfer and deliver to the successor Investment Board
or Joint Investment Board named in the Transfer Direction, as at the Effective Date, all of the
Withdrawing Municipality’s money, investments and assets over which ONE JIB has control and
management. At the request of the Withdrawing Municipality, ONE JIB shall arrange for the
orderly and secure transfer and transmission of such books and records relating to the Investment
Accounts of the Withdrawing Municipality as may be reasonable and necessary. Upon such
transfer and delivery, ONE JIB shall be relieved and discharged of and from all further obligations
to the Withdrawing Municipality with respect to the money and investments of the Withdrawing
Municipality. Notwithstanding the withdrawal of the Withdrawing Municipality from ONE JIB, the
obligation of such Withdrawing Municipality to indemnify ONE JIB and the Members as set out in
Section 10.03 shall be unaffected and shall survive any such withdrawal. The notice periods
specified in this Section 13.04 may be waived by ONE JIB in its discretion.
SECTION 14 - DIRECTIONS, INSTRUCTIONS AND NOTICES
14.01 Cer�ficate re Authorized Persons.
Each Participating Municipality shall from time to time and upon the written request of ONE JIB,
furnish the Secretary of ONE JIB with a certificate signed by its treasurer setting forth the name(s)
and title(s) of the authorized officer(s) of the Participating Municipality, which shall include the
treasurer and of any other person(s) or representative(s) authorized to act on behalf of the
Participating Municipality (Authorized Persons), together with specimen signatures of all such
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Authorized Persons and ONE JIB shall be entitled to rely upon the identification of such Authorized
Persons as the person(s) entitled to act on behalf of, and provide directions, instructions and
notices for, the Participating Municipality for the purposes of this Agreement until a replacement
certificate respecting the same is delivered to ONE JIB.
14.02 Reliance on Authorized Persons.
Provided ONE JIB has complied with its standard of care set forth in Section 10.01, ONE JIB shall:
(a) not be responsible for:
(1) the proper applica�on by any Par�cipa�ng Municipality of any part of its
Managed Assets so long as payments to the Par�cipa�ng Municipality have been
made in accordance with writen direc�ons of such Par�cipa�ng Municipality or
an Authorized Person or Authorized Persons as herein provided;
(2) the adequacy of the Managed Assets to meet and discharge any and all payments
and liabili�es in respect of a Par�cipa�ng Municipality; or
(3) the compliance by any Par�cipa�ng Municipality with the Act, the Regula�on or
any Municipal Legisla�on with respect to the formula�on, adop�on, or
amendment of its IPS, or any decision with respect to addi�ons or contribu�ons
to the Managed Assets or withdrawals from the Managed Assets or any other
determina�on as to monies or investments which cons�tute Managed Assets;
(b) be fully protected in ac�ng upon any instrument, cer�ficate or other wri�ng believed by
it to be genuine and to be signed or presented by an Authorized Person or Authorized
Persons;
(c) be under no duty to make any inves�ga�on or inquiry as to any statement contained in
any such wri�ng but may accept the same as conclusive evidence of the truth and
accuracy of the statements therein contained; and
(d) be en�tled to decline to take any ac�ons unless it has clear instruc�ons.
14.03 Reliance on Experts and Others.
ONE JIB may rely and act upon any statement, report or opinion prepared by or any advice
received from the auditor of the ONE Investment Pools, solicitors or other professional advisers
with respect to the Managed Assets and shall not be responsible or held liable for any loss or
damage resulting from so relying or acting if the advice was within the area of professional
competence of the person from whom it was received, ONE JIB acted in good faith in relying
thereon, and the professional adviser was aware that ONE JIB was receiving the advice in its
capacity as fiduciary with respect to the Managed Assets. ONE JIB shall in no way be responsible
for, nor incur any liability based on, the action or failure to act or for acting pursuant to or in
reliance on instructions of the Participating Municipality, a Custodian, Administrator, Payment
Agent or External Portfolio Manager or any Agent to whom its responsibilities are properly
delegated.
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SECTION 15 - TERM AND TERMINATION
15.01 Termina�on of Agreement.
Two or more Founding Municipalities may dissolve ONE JIB if no other Participating Municipalities
are investing through ONE JIB and each such Founding Municipality has effected one of the
following alternatives:
(a) entered into an agreement with another municipality that has established an Investment
Board, that Investment Board and any other municipali�es inves�ng through that
Investment Board to invest through that Investment Board;
(b) entered into an agreement with the municipali�es that have established a Joint
Investment Board, that Joint Investment Board and any other municipali�es inves�ng
through that Joint Investment Board, to invest through that Joint Investment Board; or
(c) established an Investment Board on its own or established a Joint Investment Board with
one or more other municipali�es
and each such Founding Municipality has given the Investment Board or Joint Investment Board
through which it will be investing the control and management of its investments by delegating
to the board
(d) the Founding Municipality’s powers to make the investments; and
(e) the Founding Municipality’s du�es under sec�on 418.1 of the Act.
15.02 Par�cipa�ng Municipali�es may not Dissolve ONE JIB.
Participating Municipalities do not, either alone or collectively, have the power to dissolve ONE
JIB.
SECTION 16 - GENERAL
16.01 No�ce.
(a) Address for no�ces. Any no�ce or other communica�on required or permited to be
given under this Agreement shall be in wri�ng and shall be delivered or sent by registered
mail, postage prepaid or email to the addresses or facsimile numbers set out in Schedule
A in respect of each Par�cipa�ng Municipality and in the case of ONE JIB or ONE
Investment to:
ONE Joint Investment Board
155 University Ave., Suite 800
Toronto, ON M5H 3B7
Aten�on: The Secretary with copy to the Chair
email: secretary@oneinvestment.ca
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ONE Investment
155 University Ave., Suite 800
Toronto, ON M5H 3B7
Aten�on: The Secretary - Treasurer
email: amajidi@amo.on.ca
Changes to the addresses and facsimile numbers may be made in the manner set out in
this Section 16.01.
(b) Effec�ve date. Any such no�ce or other communica�on 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 Banking Day) or, if mailed, on the second Banking Day following the
day on 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 no�ce or other communica�on
shall be delivered and not sent by mail.
16.02 Applica�on of the Municipal Affairs Act.
In the event that a Participating Municipality becomes subject to supervision under Part III of the
Municipal Affairs Act, the duties and responsibilities of ONE JIB hereunder, in respect of such
Participating Municipality, may be subject to the special jurisdiction and powers that can be
exercised in respect of the Participating Municipality and ONE JIB as a local board of such
Participating Municipality.
16.03 Further ac�on.
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.
16.04 Benefit.
This Agreement shall enure to the benefit of and be binding upon each party and their respective
successors and permitted assigns.
16.05 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.
16.06 Electronic Signatures.
This Agreement may be executed by the parties electronically in accordance with the Electronic
Commerce Act, 2000, S.O. 2000, c. 17.
[Balance of page intentionally blank]
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The par�es have executed this Agreement on the dates set out below.
[MUNICIPALITY]
DATE:
BY:
(Signature)
(Print Name)
ONE JOINT INVESTMENT BOARD
DATE:
BY:
(Signature)
(Print Name)
ONE INVESTMENT
DATE:
BY:
(Signature)
(Print Name)
BY:
(Signature)
(Print Name)
20194110.3
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COUNTERPART OF
ONE JOINT INVESTMENT BOARD AGREEMENT
BY: [INSERT FULL LEGAL NAME OF APPLICANT MUNICIPALITY]
DATE:
BY: [HEAD OF COUNCIL]
(Signature)
(Print Name)
BY: [CLERK]
(Signature)
(Print Name)
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SCHEDULE A
PARTICIPATING MUNICIPALITIES
(INCLUDING ADDRESS FOR NOTICES)
Town of Aurora
100 John West Way
Aurora, ON L4G 6J1
ATTN: Director,
Finance – Treasurer
Phone: (905) 727-1375
Town of Aylmer
46 Talbot Street West
Aylmer, ON N5H 1J7
ATTN: Director of Financial Services/Treasurer
Phone: (519) 773-3164 x4919
Town of Bracebridge
1000 Taylor Court
Bracebridge, ON P1L 1R6
ATTN: Director of Finance/Treasurer
Phone: (705) 645-6319 x262
Town of Huntsville
37 Main St. East
Huntsville, ON P1H 1A1
ATTN: Manager of Finance/Treasurer
Phone: (705) 789-1751 x2251
Town of Innisfil
2101 Innisfil Beach Rd.
Innisfil, ON L9S 1A1
ATTN: Manager, Legal & Clerk Services/Clerk
Phone: (705) 436-3740 x1401
Email: lparkin@innisfil.ca
Municipality of Neebing
4766 Highway 61
Neebing, ON P7L 0B5
ATTN: Clerk-Treasurer
Phone: (807) 474-5331
City of Kenora
1 Main Street South
Kenora, ON P9N 3X2
ATTN: Treasurer
Phone: (807) 467-2013
The District Municipality of Muskoka
70 Pine Street
Bracebridge, ON P1L 1N3
ATTN: Commissioner,
Finance & Corporate Services
Phone: (705) 645-2100 x4255
The Corpora�on of the City of Quinte West
7 Creswell Drive
Trenton, ON K8V 5R6
ATTN: Director of Finance/Treasurer
City of Thunder Bay
500 Donald Street E.,
Thunder Bay, ON P7E 5K4
ATTN: City Clerk
Phone: (807) 625-2236
Town of Whitby
575 Rossland Rd. E.
Whitby, ON L1N 2M8
ATTN: Commissioner,
Corporate Services/Treasurer
Phone: (905) 430-4314
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SCHEDULE B
FORM OF AUTHORIZING
AND PRUDENT INVESTOR ENABLING BY-LAW FOR APPLICANT MUNICIPALITIES
[MUNICIPALITY FULL LEGAL NAME, INCLUDING THE CORPORATION OF THE XXXXX OR UPPER-TIER
MUNICIPALITY FULL LEGAL NAME]
By-law Number [insert number]
A By-law of [Municipality full legal name, including The Corpora�on of
the XXXX or Upper-�er Municipality full legal name] to authorize it to invest its money and
investments that it does not require immediately in the Prudent Investment Program of ONE Joint
Investment Board (“ONE JIB”) pursuant to sec�on 418.1 of the Municipal Act, 2001, to approve various
documents, the entering into of specific agreements and the delega�on of certain powers and du�es
WHEREAS sec�on 418.1 of the Municipal Act, 2001 (the “Act”) permits a municipality that meets certain
requirements to invest money that it does not require immediately in any security in accordance with the
Act and the related regula�ons in any securi�es provided that it exercises the care, skill, diligence and
judgment that a prudent investor would exercise in making such an investment;
WHEREAS sec�on 418.1 of the Act provides that a municipality may, pursuant to subsec�on 418.1 (2) of
the Act, pass a by-law to have sec�on 418.1 apply to the municipality (the “Prudent Investor Enabling By-
law”) provided that the municipality sa�sfies the prescribed requirements on the day the municipality
passes the by-law and the Act further provides that subsec�on 418.1(2) will apply to the municipality as
of the effec�ve date set out in the by-law;
AND WHEREAS paragraph 3 of sec�on 15 of O. Reg. 438/97 (Part II) (the “Regula�on”) requires that a
municipality that intends to invest pursuant to sec�on 418.1 of the Act through a Joint Investment Board
that was established by other municipali�es must have entered into an agreement with the Joint
Investment Board and any other municipali�es inves�ng through the Joint Investment Board before it
passes its Prudent Investor Enabling By-law;
AND WHEREAS sec�on 18 of the Regula�on provides that the council of a municipality shall adopt and
maintain an investment policy in rela�on to inves�ng under sec�on 418.1 of the Act, and sec�on 25 of the
Regula�on provides that a municipality may enter into an agreement described in paragraph 3 of sec�on
15 and may adopt an investment policy under sec�on 18 of the Regula�on before a municipality passes a
Prudent Investor Enabling by-law;
AND WHEREAS the treasurer of The Corpora�on of the [insert name of the relevant municipality] (the
“Municipality”) completed a dra� Municipal Client Ques�onnaire, in the form atached hereto as Schedule
“A” (the “Municipal Client Ques�onnaire”) and prepared the dra� investment policy statement atached
hereto as Schedule “B”, which is referred to as its Investment Policy Statement (the “IPS”) and the
Municipality intends to approve the completed dra� Municipal Client Ques�onnaire and adopt the IPS, in
accordance with sec�on 18 of the Regula�on;
AND WHEREAS effec�ve on May 19, 2020 The Corpora�on of the Town of Bracebridge, The Corpora�on
of the Town of Huntsville, The Corpora�on of the Town of Innisfil, The Corpora�on of the City of Kenora,
The District Municipality of Muskoka and The Corpora�on of the Town of Whitby (collec�vely the
20194110.3
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“Founding Municipali�es”) established a Joint Investment Board pursuant to an Ini�al Forma�on
Agreement as a joint municipal service board pursuant to sec�on 202 of the Act (the “Ini�al Forma�on
Agreement”), which Joint Investment Board is called ONE Joint Investment Board (“ONE JIB”) and all of
the Founding Municipali�es agreed under the Ini�al Forma�on Agreement to invest through ONE JIB;
AND WHEREAS ONE JIB and the Founding Municipali�es have entered into an agreement that provides
that ONE JIB will invest under sec�on 418.1 of the Act on behalf of the Founding Municipali�es under that
agreement (the “ONE JIB Agreement”) and that ONE JIB will also invest under that agreement on behalf
of other Ontario municipali�es from �me to �me (each such municipality, including each Founding
Municipality is a “Par�cipa�ng Municipality”, collec�vely the “Par�cipa�ng Municipali�es”) on the basis
that: (i) before any new Par�cipa�ng Municipality passes its Prudent Investor Enabling By-law it will have
entered into the ONE JIB Agreement with ONE JIB and with all of the other Par�cipa�ng Municipali�es on
the day such new Par�cipa�ng Municipality passes its Prudent Investor Enabling By-law; and (ii) ONE JIB
has met the criteria set out in subsec�on 17 (3) of the Regula�on, and will, in accordance with sec�on
418.1 of the Act, the Regula�on and the ONE JIB Agreement, invest on behalf of the Par�cipa�ng
Municipali�es;
AND WHEREAS pursuant to the ONE JIB Agreement, all Par�cipa�ng Municipali�es, consent to other
municipali�es entering into the ONE JIB Agreement from �me to �me so long as they comply with the
applicable requirements and criteria under the Act and the Regula�on;
AND WHEREAS ONE JIB is subject to all applicable provisions of the Act, including having: (i) a code of
conduct established by the councils of each of the municipali�es for which it is a local board (ii) an Integrity
Commissioner and Closed Mee�ng Inves�gator appointed by the councils of the municipali�es for which
it is a local board; and (iii) a records reten�on by-law that establishes reten�on periods during which the
records of ONE JIB must be retained and preserved in accordance with the Act;
AND WHEREAS it has been determined by ONE JIB that it would be prudent to have one code of conduct,
one Integrity Commissioner and one Closed Mee�ng Inves�gator for ONE JIB, rather than one from each
of the Founding Municipali�es and one from each of the other municipali�es that subsequently enter into
the ONE JIB Agreement;
AND WHEREAS each of the Founding Municipali�es and Par�cipa�ng Municipali�es that subsequently
entered into the ONE JIB Agreement pursuant to an authorizing by-law that is substan�ally in the same
form as this By-law (“Authorizing By-law”), established the code of conduct for ONE JIB that is atached
to the ONE JIB Agreement as part of the Terms of Reference (the “Code of Conduct”) and authorized ONE
JIB to make future changes to the Code of Conduct;
AND WHEREAS a�er consulta�on with ONE Investment staff the Founding Municipali�es directed ONE
JIB’s agent, ONE Investment, to undertake a Request for Proposals (“RFP”) process to retain the services
of both an Integrity Commissioner and a Closed Mee�ng Inves�gator for ONE JIB. A�er comple�on of the
RFP process the recommended candidate was submited to ONE JIB for its considera�on and ONE JIB
appointed the recommended candidate as its Integrity Commissioner and its Closed Mee�ng Inves�gator;
AND WHEREAS each Founding Municipality, pursuant to an Authorizing By-law, delegated to ONE JIB the
authority to appoint its ini�al Integrity Commissioner and its ini�al Closed Mee�ng Inves�gator and their
respec�ve successors, from �me to �me, in accordance with the process set out in the Terms of Reference
which form part of the ONE JIB Agreement;
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AND WHEREAS a records reten�on by-law was passed by ONE JIB on February 28, 2024 (the “Records
Reten�on By-law”) and at that �me more than a majority of the Par�cipa�ng Municipali�es in their
capacity as “affected municipali�es” as that term is used in sec�ons 254 and 255 of the Act, approved the
establishment of the reten�on periods during which the records of ONE JIB must be retained and
preserved and all of the Par�cipa�ng Municipali�es at that �me delegated the necessary powers and
du�es in respect of the records of ONE JIB to the Secretary of ONE JIB in accordance with the Records
Reten�on By-Law;
AND WHEREAS the Municipality is required to have entered into the ONE JIB Agreement before the
Municipality can pass its Prudent Investor Enabling By-law;
AND WHEREAS a�er ONE JIB confirms its acceptance of the Municipality as a Par�cipa�ng Municipality
under the ONE JIB Agreement and a�er the Municipality, ONE JIB and ONE Investment have signed the
ONE JIB Agreement ONE JIB, through its agent ONE Investment, and the Municipality will agree upon on
an effec�ve date which date will be the effec�ve date of the Municipality’s authoriza�on of the applica�on
of sec�on 418.1 of the Act to it, which effec�ve date will also be known as the “Prudent Effec�ve Date”;
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF XXXX, HEREBY ENACTS
AS FOLLOWS:
1. The Municipality ra�fies, confirms and approves the comple�on and execu�on by the treasurer
of the Municipal Client Ques�onnaire for and on behalf of the Municipality.
2. The Municipality adopts the IPS and acknowledges and agrees that control and management of
its money and investments that it does not require immediately will be given to ONE JIB pursuant to the
ONE JIB Agreement as at the Prudent Effec�ve Date described in sec�on 8 of this By-law.
3. The Municipality authorizes the entering into of the ONE JIB Agreement a�er ONE JIB has
accepted the Municipality as a Par�cipa�ng Municipality under the ONE JIB Agreement, substan�ally in
the form atached hereto as Schedule “C”, pursuant to which ONE JIB will be given the control and
management of the Municipality’s money and investments that it does not require immediately together
with that of all of the other Par�cipa�ng Municipali�es as at the day this By-law is passed with an effec�ve
date that is the Municipality’s Prudent Effec�ve Date as described in sec�on 8 of this By-law and the [head
of council] and the treasurer are authorized to execute the ONE JIB Agreement for and on behalf of the
Municipality.
4. Pursuant to the ONE JIB Agreement which the Municipality has authorized under this By-law, the
Municipality agrees to the establishment of the Code of Conduct for ONE JIB as a local board of the
Municipality on the basis that each municipality that invests through ONE JIB will similarly agree to the
establishment of the Code of Conduct for ONE JIB in its capacity as a local board of that municipality and
the Municipality hereby authorizes ONE JIB to make future changes to the Code of Conduct without
further approval from the Municipality.
5. In accordance with the process for appoin�ng an Integrity Commissioner and a Closed Mee�ng
Inves�gator and their respec�ve successors from �me to �me that is described in the Terms of Reference
which form part of the ONE JIB Agreement the Municipality acknowledges that ONE JIB has appointed its
ini�al Integrity Commissioner and its ini�al Closed Mee�ng Inves�gator and the Municipality approves
such ini�al appointments by ONE JIB and the delega�on to ONE JIB of the authority to appoint their
respec�ve successors from �me to �me.
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6. The Municipality acknowledges that ONE JIB as a local board of the Municipality has established
the reten�on periods during which it must retain and preserve its records in accordance with the Act and
that more than a majority of the Par�cipa�ng Municipali�es at the �me approved or shortly therea�er
approved the establishment of such reten�on periods and the Municipality approves of the reten�on
periods set out in the Records Reten�on By-law and hereby delegates to the Secretary of ONE JIB the
necessary powers and du�es in respect of the records of ONE JIB as described in the Records Reten�on
By-law.
7. The delega�on to ONE JIB of the power to appoint the successors of the ini�al Integrity
Commissioner and of the ini�al Closed Mee�ng Inves�gator and the delega�on to the Secretary of ONE
JIB of the aforesaid powers and du�es in respect of the records of ONE JIB will not be revoked prior to the
end of the term of the council of the Municipality that made such delega�ons. These delega�ons may be
revoked at any �me therea�er. These delega�ons remain in effect unless and un�l such revoca�on occurs.
8. The Municipality hereby authorizes the applica�on of sec�on 418.1 of the Act to it a�er the ONE
JIB Agreement has been signed by the Municipality, ONE JIB and ONE Investment on the basis that the
effec�ve date of the ONE JIB Agreement vis à vis the Municipality as a Par�cipa�ng Municipality will be
the date that is set out as the Prudent Effec�ve Date in a Prudent Effec�ve Date Agreement substan�ally
in the form atached hereto as Schedule “D” and the treasurer of the Municipality is hereby authorized to
execute such agreement on behalf of the Municipality.
9. Any one or more of the [head of council], the treasurer and the clerk are, for and on behalf of the
Municipality, each hereby authorized to do all things and to execute all other documents, instruments
and papers in the name of the Municipality necessary or desirable to give control and management of its
money and investments that it does not require immediately to ONE JIB and to deliver all documents,
instruments and papers as required and as authorized by this By-law and such execu�on shall be
conclusive evidence that such documents, instruments and papers so executed are the documents,
instruments and papers authorized by this By-law.
10. Sec�ons 1 to 7 inclusive and sec�ons 9 and 10 of this By-law shall take effect on the day of passing
and sec�on 8 of this By-law shall take effect on the Municipality’s Prudent Effec�ve Date.
ENACTED and PASSED this [COUNCIL MEETING DATE]
[PRINT NAME XXXXX] [PRINT NAME XXXXX]
[HEAD OF COUNCIL XXXXX] [CLERK XXXXX]
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SCHEDULE C
TERMS OF REFERENCE FOR ONE JIB
1. ESTABLISHMENT & PURPOSE
ONE Joint Investment Board (“ONE JIB”) was established by the Founding Municipali�es to invest, on
behalf of each Founding Municipality, money that the Founding Municipali�es do not require
immediately and to invest money that is not required immediately on behalf of other Ontario
municipali�es (such other Ontario municipali�es, together with the Founding Municipali�es, called
the “Par�cipa�ng Municipali�es”) that subsequently enter into the ONE Joint Investment Board
Agreement (the “Agreement”) and to have control and management of such money, in accordance
with the Act and the Regula�on.
Each member of ONE JIB (“Member”) has a duty to manage and to direct the management of the
investments of the Par�cipa�ng Municipali�es over which ONE JIB has been given management and
control in accordance with the Act and the Regula�on.
ONE JIB is a joint municipal service board established under sec�on 202 of the Act.
2. DEFINITIONS AND INTERPRETATION
These Terms of Reference are a schedule to the Agreement and thus form part of the Agreement.
Except as otherwise defined in this Sec�on 2, or unless the context otherwise requires, defined terms
used herein have the meanings ascribed to such terms in the Agreement. In addi�on to the defined
terms found in Sec�on 1.01 of the Agreement, these Terms of Reference repeat the defini�on for
“Act” and contain the following addi�onal defined terms:
“Act” means the Municipal Act, 2001, S.O. 2001, c. 25, as amended from �me to �me;
“Closed Mee�ng Inves�gator” means an individual appointed as the closed mee�ng inves�gator in
accordance with the requirements of the Act.
“Code of Conduct” means the code of conduct applicable to Members in accordance with the Act,
atached as Exhibit A.
“Integrity Commissioner” means an individual appointed as the integrity commissioner of ONE JIB in
accordance with the requirements of the Act.
“Procedure By-law” means the procedure by-law applicable to ONE JIB in accordance with the Act.
All other rules of interpreta�on set out in the Agreement apply equally to these Terms of Reference.
3. DUTIES AND RESPONSIBILITIES
3.1 Compliance with Municipal Legisla�on
ONE JIB shall conduct its business and discharge its responsibili�es in accordance with the Act and any
other applicable provisions found in Municipal Legisla�on.
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As a joint municipal service board established under sec�on 202 of the Act, ONE JIB is required to
adopt a procedure by-law.
As a joint municipal service board established under sec�on 202 of the Act, ONE JIB is required to
have a code of conduct, and the Code of Conduct set out in Exhibit A has been established to apply to
ONE JIB and its Members.
As a joint municipal service board established under sec�on 202 of the Act, ONE JIB is required to
have procedures for the appointment of an integrity commissioner and, if necessary for the
appointment of a closed mee�ng inves�gator. The Integrity Commissioner and the Closed Mee�ng
Inves�gator shall be appointed or engaged in accordance with the process set out in Exhibit E.
3.2 Member Responsibility to Comply with Act and Regula�on
Each Member shall perform the func�ons mandated by, and otherwise comply with, the Act and the
Regula�on, other applicable legisla�on including securi�es legisla�on and these Terms of Reference.
If it is apparent that a Member has failed to comply with the Act, the Regula�on, other applicable
legisla�on or these Terms of Reference in any material respect, a majority of the other Members may
vote to remove the Member and any such removal shall be final and binding and shall not be subject
to any legal challenge by the removed Member or any Par�cipa�ng Municipality. As used herein,
“material” non-compliance means an act or omission (or series of acts or omissions) which is
deliberate and not inadvertent and which either at occurrence or with the passage of �me, can
reasonably be expected to result in (i) the Member being subject to regulatory sanc�on or discipline;
(ii) damage or economic loss, including by way of opportunity cost, to a Par�cipa�ng Municipality; (ii)
damage to the reputa�on of ONE JIB or ONE Investment; or (iv) any detrimental effect on the ability
of ONE JIB to func�on effec�vely.
3.3 Enumerated Du�es
ONE JIB shall perform such services, and have such du�es and responsibili�es, as may be provided in
the Act and the Regula�on and as the Par�cipa�ng Municipali�es may determine and assign to ONE
JIB from �me to �me, including the following:
(a) Review the Par�cipa�ng Municipality’s Investment Policy, and at the request of the
Par�cipa�ng Municipality, provide advice and recommenda�ons with respect thereto,
including the Par�cipa�ng Municipality’s investment objec�ves and strategies;
(b) Adopt and maintain an Investment Plan for the Par�cipa�ng Municipality in accordance with
the Act and the Regula�on and consistent with the Par�cipa�ng Municipality’s Investment
Policy;
(c) Engage one or more Administrators, Custodians, Payment Servicers, External Por�olio
Managers, investment counsel, bankers, brokers, dealers, and other Agents as may be
required to implement the Investment Plan in accordance with the Investment Policy;
(d) Monitor the performance of the Agents;
(e) Report to the Par�cipa�ng Municipality as required by the Act and the Regula�on;
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(f) Provide advice and observa�ons to each Par�cipa�ng Municipality and its council regarding
economic developments including maters affec�ng the business outlook, the investment
environment and similar maters to assist the Par�cipa�ng Municipality and its council in
assessing investment performance and planning;
(g) Review and provide input on investment objec�ves, policies and procedures and appropriate
risk management and mi�ga�on measures with respect to the Par�cipa�ng Municipality’s
investments;
(h) Review and monitor the investment performance of the Par�cipa�ng Municipality’s
investments, including selec�on of or recommenda�ons as to appropriate benchmarks, peer
group and similar metrics; and
(i) Provide advice and recommenda�ons with respect to such other maters as may be requested
from �me to �me by ONE Investment or a Par�cipa�ng Municipality.
3.4 ONE JIB Reports to the Par�cipa�ng Municipali�es
ONE JIB shall, within 90 days of the end of the financial year of the Par�cipa�ng Municipality, prepare
and deliver to the council of the Par�cipa�ng Municipality (to the aten�on of the Treasurer), an
investment report (the “Annual Investment Report”) prepared in accordance with the Regula�on that
contains:
(a) a statement about the performance of the Par�cipa�ng Municipality’s Managed Assets during
the period covered by the report;
(b) a statement by the Treasurer of the Par�cipa�ng Municipality as to whether or not, in the
opinion of the Treasurer, all investments making up the Managed Assets are consistent with
the Par�cipa�ng Municipality’s Investment Policy and Investment Plan; and
(c) such other informa�on related to or incidental to the foregoing that the council of the
Par�cipa�ng Municipality may reasonably require.
Prior to finalizing the Annual Investment Report, ONE JIB shall provide a dra� report to the Treasurer
of the Par�cipa�ng Municipality and shall consider any comments on such dra� report made by the
Treasurer of the Par�cipa�ng Municipality. Where ONE JIB is requested to provide addi�onal
informa�on as contemplated herein, ONE JIB may request that the Par�cipa�ng Municipality prepare
a dra� of the report for ONE JIB’s considera�on and approval.
3.5 ONE JIB Reports to the Municipal Treasurer
ONE JIB shall as soon as prac�cable no�fy the Treasurer of a Par�cipa�ng Municipality where the
Managed Assets include an investment which is not consistent with the Par�cipa�ng Municipality’s
Investment Policy or Investment Plan. Such no�ce shall be accompanied by a writen report of the
results of any assessment which includes a descrip�on of each instance of a breach of the Par�cipa�ng
Municipality’s Investment Policy or Investment Plan, of which ONE JIB is aware or has reason to
believe has occurred, and recommenda�ons for any ac�ons ONE JIB considers should be made to
rec�fy the non-compliance.
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3.6 ONE JIB Reports to Securi�es Regulatory Authori�es
ONE JIB shall, as soon as prac�cable, no�fy in wri�ng the Ontario Securi�es Commission or other
applicable securi�es regulatory authority where ONE JIB becomes aware of the occurrence of a
material breach of applicable securi�es legisla�on applicable to ONE JIB or to ONE Investment. ONE
JIB may also, but is not required to, communicate directly with securi�es regulatory authori�es with
respect to any concerns or issues that it may not otherwise be required to report and any other
mater, but only if it has first communicated its concerns to ONE Investment and to the relevant
Par�cipa�ng Municipality and considered any response received from the Par�cipa�ng Municipality.
3.7 Secretary to ONE JIB
The work of ONE JIB shall be supported by a secretary (the “Secretary to ONE JIB”), who may be
engaged or employed by ONE Investment, but who shall be appointed by ONE JIB, ac�ng on the advice
of ONE Investment, to the office of Secretary to ONE JIB and have a repor�ng rela�onship with the
Chair of ONE JIB. The Secretary shall advise ONE JIB as to certain procedural and jurisdic�onal maters,
including those maters specified in the Procedure By-Law, and be responsible to provide such
secretarial, research, clerical and administra�ve services as ONE JIB may require in the discharge of
its du�es. From �me to �me, ONE JIB, ac�ng on the advice of ONE Investment, may appoint an
alternate Secretary or assistant to the Secretary to provide support as may be required in the
circumstances.
3.8 Legal and Other Advisors
If ONE JIB determines that it is useful or necessary for ONE JIB to carry out its du�es, ONE JIB may
engage, or seek advice from, at the expense of the Par�cipa�ng Municipali�es, legal counsel,
accountants or any other advisors, in each case provided that such person has the requisite knowledge
and experience to provide such advice. ONE JIB has the authority to agree to reasonable
compensa�on and proper expenses for any independent legal counsel and other advisors engaged by
ONE JIB. ONE JIB may retain advisors selec�vely, and only to assist, not replace, ONE JIB decision
making. Prior to retaining an independent advisor, the Chair of ONE JIB will provide advance no�ce to
ONE Investment.
4. CONSTITUTION
4.1 Number and Quorum
ONE JIB shall be comprised of not fewer than seven and not more than [twelve] Members. The
Par�cipa�ng Municipali�es may change the size of ONE JIB in accordance with the Agreement, but
shall seek the input of the Chair of ONE JIB prior to doing so. A majority of Members shall cons�tute
a quorum for the transac�on of business at any mee�ng of ONE JIB.
4.2 Qualifica�on
Each Member shall have such experience and exper�se in investment management, risk
management, finance, corporate governance, accoun�ng, law or in such other areas of exper�se as
may be determined to be appropriate from �me to �me by ONE JIB or a commitee thereof in
consulta�on with ONE Investment.
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No person shall be qualified to be a Member if that person is less than eighteen years of age, is of
unsound mind and has been so found by a court in Canada or elsewhere, has been sanc�oned or
disciplined by a securi�es regulatory authority in Canada or elsewhere within the previous 20 years,
or is not an individual or has the status of a bankrupt.
4.3 Appointment of Members and Nomina�ng Commitee
The Founding Municipali�es have appointed the ini�al Members. Subsequent Members, including
those appointed to fill vacancies as referred to in Sec�on 4.6, are to be appointed as follows by the
then incumbent Members and with the approval of ONE Investment.
ONE JIB in consulta�on with ONE Investment may form a nomina�ng commitee (the “Nomina�ng
Commitee”), made up of no fewer than three and no more than nine persons to iden�fy individuals
to fill vacancies on ONE JIB. The Chair of the Nomina�ng Commitee shall be a Member. The other
persons serving on the Nomina�ng Commitee need not be Members and may be senior officers of
ONE Investment and/or representa�ves of the Par�cipa�ng Municipali�es. The Nomina�ng
Commitee, in recommending a new Member or reappoin�ng a Member, shall consider:
(a) the competencies and skills ONE JIB, as a whole, should possess;
(b) the competencies and skills of each other Member; and
(c) the competencies and skills the prospec�ve Member would bring to ONE JIB.
The then incumbent Members and ONE Investment shall give considera�on to individuals nominated
by the Nomina�ng Commitee and a new Member shall be appointed with the affirma�ve vote of a
simple majority of Members, and the approval of ONE Investment. Members may decline to follow
the recommenda�on of the Nomina�ng Commitee, in which case the Chair of ONE JIB may form a
new Nomina�ng Commitee.
Temporary vacancies may be filled by the the Chair of ONE JIB as the Chair may consider to be
appropriate in the circumstances, provided that the filling of such vacancy receives the consent of a
majority of the Members.
4.4 Consent
Upon first ac�ng as a Member, every Member appointed in accordance with Sec�on 4.3 shall be
deemed to have consented to (a) ac�ng as a Member on the terms and condi�ons set out herein, and
(b) the public disclosure of the existence of ONE JIB, the names of its Members, the maters reviewed
by ONE JIB, the recommenda�ons of ONE JIB, the compensa�on and expenses of the Members, and
any other mater that is required to be disclosed pursuant to the terms of applicable legisla�on and
rules or any decision made under applicable municipal law; provided that the Members, ac�ng
reasonably and promptly following a request, shall be en�tled to review and require changes to the
text of any such disclosure.
4.5 Adherence to Code of Conduct
Every Member shall comply at all �mes with the Code of Conduct for Members of ONE JIB, as amended
from �me to �me.
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4.6 Vacancies of Office
A Member shall cease to hold office:
(a) if the Member dies, resigns by a writen resigna�on received and accepted by the Chair of
ONE JIB in accordance with Sec�on 4.7 or is removed from office in accordance with Sec�on
4.8;
(b) if the Member is a Municipal Treasurer Representa�ve, and is a Treasurer of a Par�cipa�ng
Municipality, and such Par�cipa�ng Municipality withdraws from ONE JIB; provided however,
that if such individual has been appointed as the Treasurer of another Par�cipa�ng
Municipality prior to or at the �me of the effec�ve date of withdrawal, and such Par�cipa�ng
Municipality agrees, the individual may con�nue to serve as a Municipal Treasurer
Representa�ve;
(c) upon the Member accep�ng employment or other engagement with a financial services
provider, unless such employment or engagement has first been approved by the Integrity
Commissioner and the Chair of ONE JIB;
(d) if the Member is of unsound mind as determined by a court in Canada or elsewhere, bankrupt,
prohibited from ac�ng as a director or officer of any issuer in Canada, subject to any penal�es
or sanc�ons made by a court rela�ng to provincial and territorial securi�es legisla�on or a
party to a setlement agreement with a provincial or territorial securi�es regulatory authority;
(e) if the Member is absent from mee�ngs of ONE JIB for three consecu�ve regular mee�ngs,
without being authorized to do so by a resolu�on of ONE JIB;
(f) if the Member’s seat on ONE JIB is declared vacant in any judicial process; or
(g) if the Member’s membership is forfeited under the Act or any other act of the Ontario
legislature.
Clause 4.6(e) does not apply to vacate the membership of a Member who is absent for 20 consecu�ve
weeks or less if the absence is a result of the Member’s pregnancy, the birth of the Member’s child or
the adop�on of a child by the Member.
If a vacancy occurs on ONE JIB, the Members shall fill the vacancy as soon as prac�cable and a person
appointed to fill a vacancy shall con�nue as a Member for the remainder of the term so replaced.
4.7 Resigna�ons
Unless otherwise agreed to by ONE Investment and a majority of the other Members, a Member shall
resign from ONE JIB upon: becoming aware that personal circumstances may have an adverse impact
on the reputa�on of ONE JIB, a material change in employment that may have an adverse effect on
the Member’s contribu�on or effec�veness on ONE JIB or accep�ng a directorship with a financial
ins�tu�on or a company which results in the Member becoming subject to a conflict of interest as
described in Sec�on 6.2.
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A Member may resign by no�ce in wri�ng filed with the Secretary and the Chair of ONE JIB. A
resigna�on is not effec�ve if it would reduce the number of Members to less than a quorum.
4.8 Removal of Member
A Member or Members may be removed from office by a majority vote of the other Members,
including in the circumstances described in Sec�on 3.2 or Sec�on 4.6. Removal shall be effected by
instrument in wri�ng delivered to such Member or Members specifying the effec�ve date of such
removal. If a Par�cipa�ng Municipality recommends to ONE JIB that it remove a Member, ONE JIB
shall consider such recommenda�on, although the final determina�on shall be in the discre�on of
ONE JIB.
4.9 Terms
The term of office of a Member shall be no more than three years and no less than one year, and shall
be set by ONE JIB, ac�ng on the recommenda�on of the Nomina�ng Commitee, at the �me such
Member is appointed. Staggered terms are permited. A Member may not be reappointed for a term
of office that, if served, would result in the Member serving on ONE JIB for longer than nine years
unless ONE JIB, on the recommenda�on of the Nomina�ng Commitee, agrees to such reappointment.
4.10 Orienta�on and Con�nuing Educa�on
ONE Investment and ONE JIB shall provide orienta�on consis�ng of educa�onal or informa�onal
programs that enable a new Member to understand: (a) the role of ONE JIB and its Members
collec�vely; and (b) the role of the individual Member, including the commitment of �me and energy
that is expected from the Member. ONE JIB may supplement such orienta�on, and any orienta�on
provided by ONE Investment on the nature and opera�on of municipal finance with such educa�onal
programs that it reasonably deems necessary or desirable. Each Member shall par�cipate in
orienta�on and con�nuing educa�on programs provided or recommended by ONE JIB or ONE
Investment.
4.11 Chair and Vice-Chair
The Chair and the Vice-Chair of ONE JIB shall be elected for three-year terms by the Members and
upon the resigna�on, death, disqualifica�on or removal of the current Chair or of the Vice-Chair. The
Members shall take into account ONE Investment’s recommenda�ons, if any, when elec�ng the Chair
and the Vice-Chair. Each of the Chair and the Vice-Chair must be a Member. The Chair is responsible
for managing the mandate, responsibili�es and func�ons of ONE JIB. The Chair’s primary func�ons
are to lead ONE JIB mee�ngs, facilitate the opera�ons and delibera�ons of ONE JIB, foster
communica�ons among Members, and ensure ONE JIB carries out its responsibili�es in a �mely and
effec�ve manner. The Chair shall work with the Secretary, who shall act as board secretary of ONE JIB
and set agendas and circulate mee�ng materials for ONE JIB mee�ngs in accordance with the
Procedure By-law, and shall be ONE JIB’s primary contact with ONE Investment in preparing for
mee�ngs. On an ongoing basis, the Chair shall assess whether ONE JIB has appropriate administra�ve
support, access to senior management of ONE Investment and access to outside advisers for the
purpose of ONE JIB fulfilling its mandate.
ONE JIB may, by by-law or resolu�on, appoint a Member to act in the place of the Chair or other
Member designated to preside at mee�ngs in ONE JIB’s Procedure By-law when the Chair or
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designated Member is absent or refuses to act or the office is vacant, and while so ac�ng such Member
has all of the powers and du�es of the Chair or designated Member, as the case may be, with respect
to the role of presiding at mee�ngs.
4.12 Commitees
In addi�on to the Nomina�ng Commitee provided for in Sec�on 4.3, ONE JIB may authorize any other
commitee or subcommitee to assist in carrying out any of its func�ons, except the removal of a
Member. Any such commitee or subcommitee shall be chaired by a Member, and its members
appointed by ONE JIB, but such members of such commitee or subcommitee need not all be
Members. If any such commitee is cons�tuted as an ad hoc commitee, ONE JIB shall by resolu�on
provide it with a writen mandate or terms of reference, and if cons�tuted as a standing commitee
of ONE JIB, ONE JIB shall amend and supplement these Terms of Reference to include a defined
mandate. Any commitee or subcommitee formed under this Sec�on 4.12 shall report on its mee�ngs
to ONE JIB, generally by way of a report filed at the next following mee�ng of ONE JIB, and in any case
at least annually. A commitee or subcommitee formed under this Sec�on 4.12 is authorized to make
recommenda�ons to ONE JIB on a mater within its mandate; however the decision to take ac�on
based on the recommenda�on is reserved to ONE JIB. The Procedure By-law applies to proceedings
of commitees of ONE JIB with necessary modifica�ons.
4.13 Self Assessments
Annually, ONE JIB must review and assess:
(a) its effec�veness as a board, as well as the effec�veness and contribu�on of each of its
Members, including a considera�on of:
(i) the competencies and knowledge each Member is expected to bring to ONE JIB;
(ii) the level of complexity of the issues reasonably expected to be raised by Members in
connec�on with the maters under review by ONE JIB;
(iii) con�nuing educa�on ac�vi�es and industry knowledge of each Member; and
(iv) the ability of each Member to contribute the necessary �me required to serve
effec�vely on ONE JIB;
(b) its structural effec�veness, including a considera�on of:
(i) the frequency of mee�ngs;
(ii) the substance of mee�ng agendas;
(iii) the policies and procedures that ONE Investment has established to refer maters to
ONE JIB;
(iv) the usefulness of the materials provided to Members; and
(v) the collec�ve experience and background of the Members.
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(c) The writen minutes of ONE JIB mee�ngs at which these assessments take place shall form
the basis of the records of such assessments. ONE JIB may also establish a process for and
determine the frequency of addi�onal assessments as it sees fit. ONE JIB shall consider how
to respond appropriately to address any opportuni�es for improvement found in a self-
assessment.
5. MEETINGS OF ONE JIB
5.1 Calling and Place of Mee�ngs
Mee�ngs of ONE JIB shall be called by the Chair of ONE JIB, in accordance with the Procedure By-law
and the schedule of mee�ngs approved by ONE JIB.
Except as may be permited under the Act, mee�ngs of ONE JIB shall be open to members of the
public. Members may par�cipate electronically with all the rights and du�es of the other Members
under the circumstances set out in the Procedure By-law.
Exhibit B sets out the current limited circumstances under which mee�ngs of ONE JIB may or shall be
closed, in accordance with the provisions of the Act.
5.2 No�ce of Mee�ng
No�ce of the �me and place of each mee�ng of ONE JIB shall be given by the Secretary as required
under the Procedure By-law. The no�ce shall iden�fy the main maters to be addressed at the
mee�ng. The Secretary shall arrange for the no�ce of mee�ng to be posted or publicized as required.
Persons wishing to make deputa�ons or representa�ons to a mee�ng on any mater to be addressed
at a mee�ng shall make appropriate arrangements to do so through the Secretary.
5.3 Persons En�tled to Par�cipate
When submi�ng a mater to ONE JIB for its recommenda�on or approval, ONE Investment and its
representa�ves shall be en�tled to be present at mee�ngs of ONE JIB to outline the nature of the
ques�on or mater to be reviewed by ONE JIB. Any other person may par�cipate in the mee�ng in
accordance with the Procedure By-law and on the invita�on of the Chair of the mee�ng or with the
consent of ONE JIB. ONE JIB may hold at least one segment of one mee�ng annually at which ONE
Investment, any en�ty related to ONE Investment or any of their representa�ves are not in
atendance.
5.4 Conduct of Mee�ngs
All other procedural maters pertaining to the conduct of mee�ngs, including vo�ng at mee�ngs, are
governed by the Procedure By-Law.
5.5 Minutes of the Mee�ngs and other Records
Minutes and closed session records of all mee�ngs of ONE JIB and reports of all ONE JIB commitee
mee�ngs shall be kept. The Secretary to ONE JIB or the Secretary’s designee shall be responsible for
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taking the minutes of the mee�ng and otherwise serving as secretary of the mee�ng. Procedures
rela�ng to approval, adop�on and publica�on of minutes are contained in the Procedure By-law.
The Secretary to ONE JIB shall be responsible for maintaining records of these Terms of Reference,
minutes, closed session records and reports of mee�ngs, copies of the agenda and materials provided
to ONE JIB, copies of materials and writen reports prepared by ONE JIB and copies of ONE JIB’s own
determina�ons. ONE JIB may sa�sfy this recordkeeping requirement by arranging for ONE Investment
to keep such records. Other than as set out in Exhibit C, all the foregoing records shall be subject to
disclosure in accordance with the Act and the Municipal Freedom of Information and Protection of
Privacy Act.
6. CONFLICTS OF INTEREST
6.1 Applica�on of the Municipal Conflict of Interest Act
ONE JIB is a local board for purposes of the Municipal Conflict of Interest Act (MCIA) and Members are
subject to this Act. A Member shall comply with this Act.
6.2 Duty to Disclose
Members of ONE JIB are required to make disclosure of their direct and indirect pecuniary interests
in accordance with the requirements of the MCIA and the Code of Conduct. The Code of Conduct
contains addi�onal specific provisions rela�ng to disclosure of pecuniary interests. The Secretary to
ONE JIB shall be available to assist Members of ONE JIB with the disclosure process.
Furthermore, to the extent not covered by the provisions of the MCIA and the Code of Conduct, a
Member shall disclose to ONE JIB and to ONE Investment any circumstances or rela�onships which
exist at the �me of appointment or which arise therea�er, which could cons�tute a conflict of interest.
For purposes hereof, a conflict of interest includes circumstances or rela�onships, including serving
on any other boards or commissions, which (a) a reasonable person would consider to cons�tute a
conflict of interest which could interfere with the Member’s ability to act in good faith and in the best
interests of the Par�cipa�ng Municipali�es; or (b) to a reasonable person would be expected to
interfere with the Member’s exercise of independent judgement.
Having disclosed or declared a conflict of interest, the Member shall thereupon take direc�on from
the Chair of ONE JIB who shall be advised by the Secretary to ONE JIB.
7. STANDARD OF CARE AND INDEMNITY
7.1 Standard of Care
All Members of ONE JIB in exercising their powers and discharging their du�es as a Member shall:
i. act honestly and in good faith with a view to the best interests of each Par�cipa�ng
Municipality; and
ii. exercise the degree of care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.
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7.2 Indemnifica�on
All Members, their respec�ve heirs, executors and assigns, (in each case, an “Indemnified Party”)
shall be indemnified by the Par�cipa�ng Municipali�es for all liabili�es, claims, damages, losses, costs
and expenses incurred by them in connec�on with any ac�on, suit or proceeding that is proposed or
commenced or any other claim to which such Indemnified Party may be subject by reason of the
management and control of the Managed Assets or otherwise arising out of or in connec�on with
ac�ng on behalf of the Par�cipa�ng Municipali�es or in furtherance of the interests of the
Par�cipa�ng Municipali�es, except that this indemnity shall not apply to (a) losses arising from such
Indemnified Party’s own wilful misconduct or fraud, or (b) expenses of the Par�cipa�ng Municipali�es
that the Indemnified Party has agreed to bear. To the fullest extent permited by law, expenses
(including, without limita�on, legal fees and expenses) incurred by an Indemnified Party in defending
any claim, demand, ac�on, suit or proceeding shall, from �me to �me, be advanced by the
Par�cipa�ng Municipali�es prior to the final disposi�on of such claim, demand, ac�on, suit or
proceeding upon receipt by the Par�cipa�ng Municipali�es of an undertaking by or on behalf of the
Indemnified Party to repay such amount if it shall be determined that the Indemnified Party is not
en�tled to be indemnified as authorized in this Sec�on 7.2. Amounts required to be paid or advanced
to an Indemnified Party under this Sec�on 7.2 shall be paid by Par�cipa�ng Municipali�es in such
propor�on as ONE JIB, on the recommenda�on of ONE Investment, considers to be fair and equitable
in the circumstances.
Further, the Members shall not be liable to ONE Investment or the Par�cipa�ng Municipali�es or to
any person for any loss or damages rela�ng to any mater regarding ONE Investment and its
investments, including any loss or diminu�on in the value of the Par�cipa�ng Municipali�es’
investments or assets. To the fullest extent permited by law, expenses (including, without limita�on,
legal fees and expenses) incurred in defending any claim, demand, ac�on, suit or proceeding shall,
from �me to �me, be advanced by the Par�cipa�ng Municipali�es prior to the final disposi�on of such
claim, demand, ac�on, suit or proceeding upon receipt by the Par�cipa�ng Municipali�es of an
undertaking by or on behalf of the Member to repay such amount if it shall be determined that the
Member is not en�tled to be indemnified. The foregoing indemnifica�on applies only if the Member
has acted in a manner consistent with the standard of care set out in Sec�on 7.1 above.
7.3 Liability
Unless otherwise required by applicable legisla�on, no Member shall be liable to ONE Investment or
the Par�cipa�ng Municipali�es or any other person if the Member complied with the standard of care
set forth in Sec�on 7.1, including reliance on advice in the manner contemplated in Sec�on 3.8.
7.4 Insurance
Each Member shall be en�tled to an indemnity by ONE Investment and/or an affiliate of ONE
Investment to the fullest extent permited by applicable law. ONE JIB or ONE Investment may
purchase and maintain (or reimburse individual Members for the cost of) insurance in such amounts
and on such terms as are commercially reasonable on behalf of the Members against any liability that
may be asserted against or expense that may be incurred by Members in connec�on with, or in any
way related to, ac�ng as Members of ONE JIB.
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8. FEES AND EXPENSES
8.1 Compensa�on
The Founding Municipali�es, together with ONE Investment, shall set the ini�al amount of
compensa�on and expenses of the Members. A�er the ini�al compensa�on and expenses are set,
the Members shall be en�tled to receive such reasonable compensa�on and expenses for ac�ng as
Members of ONE JIB as ONE Investment, in consulta�on with ONE JIB, may from �me to �me
determine. Such compensa�on may, but need not, include an annual retainer amount or s�pend for
ac�ng as a Member, as well as compensa�on for atendance at informa�on, con�nuing educa�on and
similar sessions at which no formal business is conducted. The compensa�on shall be set out in Exhibit
D and amended from �me to �me as provided herein. ONE Investment must consider ONE JIB’s most
recent assessment of its compensa�on and ONE JIB’s recommenda�ons, if any, of the amount and
type of compensa�on and expenses in se�ng the compensa�on of Members. In the event ONE JIB
disagrees with ONE Investment’s recommenda�on, ONE JIB shall discuss the issue with ONE
Investment in a good faith atempt to reach an agreement. In determining the appropriate level of
compensa�on, ONE Investment must consider:
(a) the nature and complexity of the investments made by and on behalf of the Par�cipa�ng
Municipali�es;
(b) the nature and extent of the workload of each Member, including the commitment of �me
and energy that is expected from each Member;
(c) industry best prac�ces, including industry averages and surveys on similar board
compensa�on; and
(d) the best interests of the Par�cipa�ng Municipali�es.
8.2 Reimbursement of Expenses
Members shall be en�tled to reimbursement for their reasonable expenses incurred in atending
mee�ngs of ONE JIB and other out of pocket expenses incurred in connec�on with ac�ng as a
Member. ONE Investment will request produc�on of receipts and documents suppor�ng expenses.
9. CONFIDENTIALITY
9.1 Maintaining Confiden�ality
The defini�on of Confiden�al Informa�on is found in the Code of Conduct. Each Member shall, in
accordance with the Act and the Code of Conduct, protect the confiden�ality, and prevent the
unauthorized disclosure or use, of Confiden�al Informa�on. Each Member shall promptly no�fy ONE
JIB’s Chair or ONE Investment of any advertent or inadvertent disclosure, misuse or misappropria�on
of Confiden�al Informa�on of which the Member becomes aware.
The Members shall not be subject to any confiden�ality obliga�on in respect of any Confiden�al
Informa�on that is or was (i) informa�on in the public domain; (ii) disclosed to the Member by a third
person not subject to a confiden�ality obliga�on to ONE JIB, ONE Investment or a Par�cipa�ng
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Municipality; (iii) approved by ONE JIB, ONE Investment or a Par�cipa�ng Municipality for disclosure
to another person or the public; or (iv) required by law to be disclosed by the Member.
9.2 Public Statements and Dealing with Media
In the event ONE JIB, or any of its Members, is contacted by the media or a regulator, in respect of
any issue related to ONE Investment, the request will be referred to the Chair of ONE JIB or the Chair’s
designate.
10. AMENDMENTS
10.1 General
A no�ce or document required to be sent to a Member or to ONE Investment may be sent by prepaid
mail addressed to, or may be delivered personally or by courier to, the Member at the Member’s
latest address provided by the Member to ONE Investment, and to ONE Investment at:
ONE Joint Investment Board
or ONE Investment
155 University Ave., Suite 800
Toronto, ON M5H 3B7
Aten�on: The Secretary with copy to the Chair
email: secretary@oneinvestment.ca
or such other address as ONE Investment may no�fy each Member. A no�ce or document if mailed
to a Member or ONE Investment shall be deemed to have been received at the �me it would be
delivered in the ordinary course of mail unless there are reasonable grounds for believing that the
Member or ONE Investment did not receive the no�ce of the document at that �me or at all.
10.2 Amendments
ONE JIB may amend these Terms of Reference from �me to �me, in consulta�on with ONE Investment
and in compliance with the provisions of the Agreement, including where applicable, receipt of
approval or consent of Par�cipa�ng Municipali�es. A decision by ONE JIB to propose to amend these
Terms of Reference must be approved at a mee�ng of ONE JIB. ONE JIB shall provide ONE Investment
with at least 30 days’ no�ce of any such proposal to amend these Terms of Reference and ONE JIB
must consider ONE Investment’s recommenda�ons rela�ng to such proposed amendment. Upon
expiry of the 30-day no�ce period, and subject to receipt of any other consents or approvals as may
be required, ONE JIB may approve the proposed amendment at a mee�ng of ONE JIB, and such
amendment shall be effec�ve immediately therea�er. As soon as is prac�cable, ONE JIB shall no�fy
ONE Investment that the proposed amendment has been approved and is in effect. Where relevant
to the Par�cipa�ng Municipality, ONE JIB shall include a descrip�on of any material amendments to
these Terms of Reference in its annual report to each Par�cipa�ng Municipality. ONE JIB may not
amend these Terms of Reference (i) in a manner inconsistent with the Act and the Regula�on and any
other provisions of applicable Municipal Legisla�on, (ii) to give ONE JIB func�ons other than those
prescribed by the Act and the Regula�on, or (iii) other than as permited by the Agreement and this
Sec�on 10.2.
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10.3 Electronic Delivery
Provided the addressees have consented in wri�ng or electronically, the no�ce requirements may be
sa�sfied by crea�ng and providing an electronic document. An electronic document is deemed to
have been received when it enters the informa�on system designated by the addressee (provided
that it has been properly addressed) or, if the document is posted on or made available through a
generally accessible electronic source, when the addressee receives no�ce in wri�ng of the availability
and loca�on of that electronic document.
10.4 Computa�on of Time
In compu�ng the �me when a no�ce or document must be given or sent under any provision requiring
a specified number of days’ no�ce of any mee�ng or other event, the day on which the no�ce or
documents is given or sent shall be excluded and the day on which the mee�ng or other event occurs
shall be included.
10.5 Omissions and Errors
The accidental omission to give any no�ce or send any document or the non-receipt of any no�ce or
document or any error in any no�ce or document not affec�ng the substance thereof shall not
invalidate any ac�on taken at any mee�ng held pursuant to such no�ce or otherwise founded on such
no�ce or document.
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EXHIBIT A
ONE JOINT INVESTMENT BOARD
CODE OF CONDUCT
POLICY STATEMENT
This Code of Conduct establishes standards of conduct for Members of the ONE Joint Investment Board
(“ONE JIB”) in the conduct of their official du�es. It is a schedule to the agreement between ONE JIB, each
Par�cipa�ng Municipality and ONE Investment under which all Par�cipa�ng Municipali�es and ONE JIB
agree to the terms pursuant to which ONE JIB will manage and control the money that is not required
immediately of the Par�cipa�ng Municipali�es (the “ONE JIB Agreement”).
Unless the context otherwise requires, defined terms used herein have the meanings ascribed to such
terms in the ONE JIB Agreement. In the event of a discrepancy or inconsistency between the provisions
contained in the ONE JIB Agreement and those contained in this Code of Conduct, the ONE JIB Agreement
shall prevail.
APPLICATION
This Code of Conduct applies to the Chair and the other Members of ONE JIB ac�ng in their capacity as
Members. This includes, but is not limited to, the conduct of Members in the following circumstances:
• in rela�on to maters immediately before, and/or solely within the purview of ONE JIB;
• when interac�ng with ONE JIB and ONE Investment staff and/or another Member;
• in rela�on to business conducted by ONE JIB;
• while on the premises of ONE JIB, whether such premises are owned, leased or simply
occupied by ONE JIB;
• during an event or func�on of ONE JIB;
• while serving on any board, commitee or other body to which the Member was
appointed by ONE JIB; and
• during a non-ONE JIB event or func�on where the Member has been expressly invited or
is par�cipa�ng as a representa�ve of ONE JIB.
PURPOSE
The purpose of this Code of Conduct is to set a standard of conduct for Members of ONE JIB as required
by the Municipal Act, 2001 (the “Act”). Abiding by this standard helps to promote good governance and
maintain public confidence in ONE JIB and the Par�cipa�ng Municipali�es.
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1.0 DEFINITIONS
1.1 The following terms shall have the following meanings in this Code of Conduct:
(a) “Act” means the Municipal Act, 2001, S.O. 2001, c. 25;
(b) “Child” means a child born within or outside marriage and includes an adopted child and
a person to whom a parent has demonstrated a setled inten�on to treat as a child of her
or his family;
(c) “Commitee” means a commitee or sub-commitee established by ONE JIB;
(d) “Confiden�al Informa�on” means any non-public, proprietary or private informa�on,
related to the func�ons of ONE JIB, ONE Investment, the Par�cipa�ng Municipali�es or
any of the investment funds managed by ONE JIB or any agent of ONE JIB and, without
limi�ng the foregoing, includes:
(i) any such informa�on provided orally, in wri�ng or electronically, and
(ii) all or any part of any documented informa�on to the extent that any applicable
legisla�on, including the Act and the Municipal Freedom of Information and
Protection of Privacy Act, permits or requires such informa�on, including personal
informa�on, to be private;
(e) “Integrity Commissioner” means the Integrity Commissioner appointed by ONE JIB;
(f) “Member” means a member of ONE JIB, including the Chair;
(g) “MNPI” means material non-public informa�on;
(h) “Non-pecuniary Interest” means a private or personal interest that a Member may have
that is non-financial in nature but that arises from a rela�onship with a person or en�ty
that would be considered by a reasonable person, apprised of all the circumstances, as
being likely to influence the Member’s decision in any mater in which the Non-pecuniary
Interest arises;
(i) “ONE Investment” means the not-for-profit corpora�on founded by CHUMS Financing
Corpora�on and Local Authority Services which provides certain management,
administra�ve and other services to ONE JIB under the ONE Joint Investment Board
Services Agreement made between ONE JIB and ONE Investment;
(j) “ONE JIB” means the ONE Joint Investment Board that has been established under
subsec�on 202(1) of the Act in accordance with Part II of O. Reg. 438/97, as cons�tuted
from �me to �me, ac�ng pursuant to the ONE JIB Agreement;
(k) “Parent” means a person who has demonstrated a setled inten�on to treat a child as a
member of that person’s family whether or not that person is the natural parent of the
child;
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(l) “Par�cipa�ng Municipali�es” means the municipali�es for whom ONE JIB acts as the
Joint investment Board under the terms of the ONE JIB Agreement from �me to �me;
(m) “Pecuniary Interest” means a direct or indirect interest of a financial nature, including the
interest of the Parent or Spouse or any Child of the Member, if known to the Member;
and
(n) “Spouse” means a person to whom a person is married or with whom the person is living
in a conjugal rela�onship outside marriage.
2.0 STATEMENT OF PRINCIPLES
2.1 The following principles will guide Members and assist with the interpreta�on of this Code of
Conduct:
(a) Members shall serve the public in a conscien�ous and diligent manner;
(b) Members shall always act with integrity, accountability and transparency, and shall avoid
the improper use of influence in their office as well as conflicts of interest, both apparent
and real;
(c) Members shall perform their du�es and arrange their private affairs in a manner that
promotes public confidence and will stand up to public scru�ny;
(d) Members shall observe and comply with the laws of Canada, Ontario and the laws and
policies adopted by ONE JIB, including but not limited to the following:
(i) Criminal Code,
(ii) Municipal Act, 2001,
(iii) Municipal Conflict of Interest Act,
(iv) Municipal Freedom of Information and Protection of Privacy Act,
(v) Occupational Health and Safety Act,
(vi) Human Rights Code,
(vii) Securities Act,
(viii) ONE JIB Procedure By-law; and
(e) Members shall be fair and respec�ul of differences and have a duty to work together for
goodwill, the common good and the public interest.
2.2 The statements set out in Sec�on 2.1 are key principles that are intended to facilitate an
understanding, applica�on and interpreta�on of the Code of Conduct – the principles are not
opera�ve provisions of the Code of Conduct and are not intended to be enforced independently
as such.
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3.0 GENERAL DUTIES
3.1 In exercising the Member’s powers and discharging her or his du�es as a Member, each Member
shall:
(a) act honestly and in good faith with a view to the best interests of ONE JIB and the
Par�cipa�ng Municipali�es;
(b) exercise the degree of care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances;
(c) refrain from making:
(i) any statement known to be false or with the intent to mislead ONE JIB, ONE
Investment staff, the Par�cipa�ng Municipali�es or the public, and
(ii) any disparaging comment or unfounded and specula�ve accusa�on about the
mo�ves of another Member, ONE Investment staff, the Par�cipa�ng
Municipali�es or the public.
4.0 CONDUCT AT MEETINGS
4.1 Members will conduct themselves at all ONE JIB and Commitee mee�ngs with decorum and in
accordance with ONE JIB’s Procedure By-law and any other applicable procedural rules and
policies.
5.0 CONFIDENTIAL INFORMATION
5.1 Members receive confiden�al informa�on from a number of sources as part of their work. This
includes informa�on ONE JIB receives in confidence that falls under the privacy provisions of the
Municipal Freedom of Information and Protection of Privacy Act and other applicable privacy laws
as well as informa�on received during closed mee�ngs of ONE JIB or its Commitees. It also
includes informa�on that a Member is restricted from using or disclosing under the Criminal Code,
the Securities Act, or due to any contractual obliga�ons or policies of ONE JIB or ONE Investment.
(a) Members are only en�tled to informa�on in the possession of ONE JIB that is relevant to
maters before ONE JIB or its Commitees.
(b) Members shall not use confiden�al informa�on for personal or private gain or for the gain
of any other person including, without limita�on, a Parent, Spouse, Child, grandchild,
friend or associate.
(c) Members shall not directly or indirectly benefit, or aid others to benefit, from knowledge
rela�ng to the property and assets of ONE JIB, ONE Investment or any of the Par�cipa�ng
Municipali�es.
5.2 Without limi�ng the generality of any provision of Sec�on 5.0, Members acknowledge that in the
course of discharging their responsibili�es, they may have access to MNPI about securi�es issuers,
including public companies. All such MNPI is considered “confiden�al informa�on.” Any use of
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MNPI to make an investment decision or recommenda�on or to “�p” others who might make an
investment decision on the basis of the MNPI is unethical and illegal and could result in civil and/or
criminal penal�es. If a Member learns of MNPI about an issuer, the Member must refrain from
disclosing it (other than to another person with a need to know) or making use of such informa�on
in any manner un�l the informa�on has been publicly disclosed or is no longer material.
5.3 Members shall not disclose the content of any confiden�al informa�on, or the substance of
confiden�al delibera�ons, of a closed mee�ng of ONE JIB or any of its Commitees. Each Member
has a duty to hold informa�on received at closed mee�ngs in strict confidence for as long and as
broadly as the confiden�ality applies. Members must not, either directly or indirectly, release,
make public or in any way divulge any confiden�al informa�on or any confiden�al aspect of closed
ONE JIB or Commitee delibera�ons to anyone, unless authorized by ONE JIB or as required by
law.
5.4 Members shall not disclose, use or release informa�on in contraven�on of applicable privacy
laws.
6.0 STAFF AND ONE JIB RELATIONS
6.1 ONE JIB, ONE Investment and the Par�cipa�ng Municipali�es approve budgets, policies and other
governance of ONE JIB through their by-laws, resolu�ons and other decisions. Individual Members
do not direct or oversee the func�ons of ONE Investment staff.
6.2 Members shall respect the role of ONE Investment staff in the administra�on of the business
affairs of ONE JIB. Members shall respect that:
(a) staff provide advice and make policy recommenda�ons in accordance with their
professional ethics, exper�se and obliga�ons. Members shall not falsely or maliciously
injure the reputa�on of staff members whether professional or ethical or otherwise;
(b) staff serves ONE JIB as a whole, and the combined interests of all Members as evidenced
through the decisions of ONE JIB. Members shall not:
(c) make requests or statements or take ac�ons which may be construed as an atempt to
influence the independent administra�on of ONE JIB business, or
(d) atempt to in�midate, threaten, or influence any staff member from carrying out that
person’s du�es, including any duty to disclose improper ac�vity;
(e) staff carry out their du�es based on poli�cal neutrality and without undue influence from
any individual Member. Members shall not invite or pressure any member of staff to
engage in par�san poli�cal ac�vi�es or be subjected to discrimina�on or reprisal for
refusing to engage in such ac�vi�es.
7.0 DISCRIMINATION AND HARASSMENT
7.1 ONE JIB is commited to providing and maintaining a working environment that is based on
respect for the dignity and rights of everyone ac�ng in conjunc�on with ONE JIB and mee�ng its
obliga�ons under the Human Rights Code and the Occupational Health and Safety Act. It is ONE
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JIB’s goal to provide a healthy, safe, and respec�ul work environment that is free from any form
of harassment or discrimina�on.
7.2 All Members have a duty to treat members of the public, one another and ONE Investment staff
with respect and without abuse, bullying or in�mida�on and to ensure that their work
environment is free from discrimina�on, harassment and violence. This duty applies to all in-
person ac�vi�es and to all electronic communica�ons, including the use of social media.
8.0 USE OF ONE JIB PROPERTY
8.1 ONE JIB and ONE Investment are the stewards of ONE JIB’s assets. The Par�cipa�ng Municipali�es
and the community place their trust in ONE JIB to make decisions for the public good in rela�on
to these assets.
8.2 By virtue of the Member’s office or appointment, a Member shall not:
(a) use or permit the use of ONE JIB or ONE Investment facili�es, equipment, supplies,
services, staff or other resources for ac�vi�es other than ONE JIB’s business;
(b) seek financial gain for themself, or for any other person including, without limita�on the
Member’s Parent, Spouse, Child, grandchild, friend or associate, from the use or sale of
informa�on owned by ONE JIB or ONE Investment or intellectual property, computer
programs, web or social media accounts, technological innova�ons, or other patents,
trademarks or copyright held by ONE JIB or ONE Investment;
(c) use any informa�on the Member may obtain about any proposed trading ac�vity in, or
other transac�on involving, the investment por�olios of the Par�cipa�ng Municipali�es
to trade for her or his own account or for the account of any other person including,
without limita�on, the Member’s Parent, Spouse, Child, grandchild, friend or associate in
respect of which the Member has trading authority.
9.0 CONFLICTS OF INTEREST
9.1 Members shall take appropriate steps to avoid conflicts of interest, both apparent and real and
are required to comply with the Municipal Conflict of Interest Act. Proac�ve steps to mi�gate
conflicts of interest are important to maintaining public confidence in Members, ONE JIB and the
Par�cipa�ng Municipali�es.
9.2 Members shall seek guidance from the Integrity Commissioner if they believe that they may have
a conflict between their responsibili�es to the public as a Member and any other Pecuniary
Interest or Non-pecuniary Interest.
9.3 To the extent not covered by the Municipal Conflict of Interest Act or the ONE JIB Agreement, a
Member shall disclose to ONE JIB and to ONE Investment any circumstances or rela�onships
which exist at the �me of appointment or which arise therea�er which could cons�tute an exis�ng
or poten�al conflict of interest. For this purpose, a poten�al conflict of interest includes
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circumstances or rela�onships, including serving on any other boards or commissions, which a
reasonable person:
(a) would consider to cons�tute a conflict of interest which could interfere with the
Member’s ability to act in good faith and in the best interests of ONE JIB and the
Par�cipa�ng Municipali�es; or
(b) would expect to interfere with the Member’s exercise of independent judgment.
10.0 BUSINESS RELATIONS
10.1 A Member shall not be a director or hold an execu�ve posi�on with any organiza�on whose
objec�ves and mandate are in conflict with, or may reasonably be perceived to be in conflict with,
the objec�ves and mandate of ONE JIB. Before taking a new execu�ve posi�on, the Member shall
inform the Chair and the Integrity Commissioner to obtain advice about the new circumstances.
10.2 A Member shall not act as a paid agent of ONE JIB or provide goods, consul�ng or other services
to ONE JIB directly or indirectly through a partnership, professional or closely-held corpora�on.
10.3 If a Member becomes aware that an en�ty in which the Member has a material interest, as a
director, employee or agent, may offer or provide goods, consul�ng or other services to ONE JIB,
the Member shall:
(a) disclose those circumstances to the Chair; and
(b) seek writen advice from the Integrity Commissioner about the applica�on of the
Municipal Conflict of Interest Act and whether, in considera�on of the circumstances, the
Member’s ongoing membership is in the best interests of ONE JIB.
In providing writen advice pursuant to Sec�on 10.3(b), the Integrity Commissioner shall consider
the risk of harm to the reputa�on of ONE JIB and the Par�cipa�ng Municipali�es.
10.4 Unless otherwise agreed to by ONE Investment and a majority of the Members, a Member shall
resign from ONE JIB upon becoming aware of:
(a) any personal circumstances that may have an adverse impact on the reputa�on of ONE
JIB;
(b) a material change in employment that may have an adverse effect on the Member’s
contribu�on to ONE JIB; or
(c) a conflict of interest as described in Sec�ons 9.0 or 10.0 resul�ng from the Member
accep�ng a directorship with a financial ins�tu�on or other corpora�on.
11.0 IMPROPER USE OF INFLUENCE
11.1 Members shall not use the influence of their office or appointment for any purpose other than
the exercise of their official du�es.
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11.2 Members shall not use the status of their posi�on to influence the decision of another person
which may affect the Pecuniary Interest or Non-pecuniary Interest of themselves, or of any other
person including, without limita�on, a Parent, Spouse, Child, grandchild, friend or associate, or
for the purpose of crea�ng a disadvantage to another person.
12.0 GIFTS AND BENEFITS
12.1 Gi�s to Members risk the appearance of improper influence. Gi�s may appear to induce influence
or create an incen�ve for Members to make decisions on the basis of rela�onships rather than in
the best interests of ONE JIB or its Par�cipa�ng Municipali�es. Members shall not accept a fee,
advance, gi�, gi� cer�ficate, cash or personal benefit connected directly or indirectly with the
performance of the Member’s du�es.
12.2 A gi�, benefit or hospitality that is connected directly or indirectly to the performance of the
Member’s du�es provided with the Member’s knowledge to a Member’s Spouse, Child, Parent,
grandchild or to a Member’s friend or associate is deemed to be a gi� to that Member.
12.3 Notwithstanding Sec�on 12.1, Members shall be en�tled to accept any gi�s or benefits in their
public capacity in the following circumstances:
(a) compensa�on authorized by law;
(b) gi�s or benefits that normally accompany the responsibili�es of office and are received
as an incident of protocol or social obliga�on;
(c) gi�s or benefits given in recogni�on of services provided without compensa�on by
Members volunteering their �me;
(d) a suitable memento at a func�on honouring the Member;
(e) food, lodging, transporta�on and entertainment provided by:
(i) provincial, regional or local governments or poli�cal subdivisions of them,
(ii) the federal government,
(iii) a foreign government within a foreign country,
(iv) Associa�on of Municipali�es of Ontario,
(v) Local Authority Services,
(vi) Municipal Finance Officers’ Associa�on of Ontario,
(vii) CHUMS Financing Corpora�on,
(viii) ONE Investment, or
(ix) a conference, seminar or event organizer where the Member is either speaking
or atending in an official capacity;
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(f) par�cipa�ng in or consuming food and beverages at banquets, recep�ons, spor�ng
events or similar func�ons, if:
(i) atendance serves a legi�mate business purpose, or supports a charitable cause
in the community, a board of trade or chamber of commerce;
(ii) the person extending the invita�on or a representa�ve of the organizing en�ty is
in atendance; and
(iii) the value is reasonable and the invita�ons infrequent;
(g) gi�s of nominal value (e.g. a baseball cap, t-shirt, flash drive, book);
(h) any gi� or personal benefit, if the Integrity Commissioner is of the opinion, before the gi�
or personal benefit has been accepted, that it is unlikely that receipt of the gi� or benefit
gives rise to a reasonable presump�on that the gi� or benefit was given in order to
influence the Member in the performance of the Member’s du�es.
12.4 The excep�ons set forth in Sec�on 12.3 do not apply where the gi�s or benefits are provided by
poten�al administrators, custodians, payment servicers, por�olio managers, investment counsel,
bankers, brokers, dealers or other agents as may be required to implement the Investment Plan
in accordance with a Par�cipa�ng Municipality’s Investment Policy Statement.
12.5 In the case of Sec�ons 12.3 (b), (d), (e) and (f) of, if the value of the gi� or benefit exceeds $500,
or if the total value of gi�s and/or benefits received from any one source during the course of a
calendar year exceeds $500, the Member shall, within thirty (30) days of receipt of the gi� or
benefit or reaching the annual limit, file a disclosure statement with the Integrity Commissioner.
The disclosure statement will be a mater of public record. The disclosure statement shall provide
the following informa�on:
(a) the nature of the gi� or benefit;
(b) its source and date of receipt;
(c) the circumstances under which it was given or received;
(d) its es�mated value;
(e) what the Member intends to do with the gi� or benefit; and
(f) whether the gi� or benefit will at any point be le� with ONE JIB or ONE Investment.
12.6 On receiving a disclosure statement, the Integrity Commissioner shall examine it to ascertain
whether receipt of the gi� or benefit might, in her or his opinion, create a conflict between a
private interest and the public duty of the Member. In the event that the Integrity Commissioner
makes this preliminary determina�on, the Integrity Commissioner shall call upon the Member to
jus�fy receipt of the gi� or benefit.
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12.7 Should the Integrity Commissioner determine that receipt was inappropriate, the Integrity
Commissioner may direct the Member to return the gi� or benefit, reimburse the donor for the
value of the gi� or benefit if already consumed, or forfeit the gi� or benefit or remit the value of
the gi� or benefit if already consumed to ONE JIB or ONE Investment.
12.8 Except in the cases of Sec�ons 12.3 (a) and (e), a Member may not under any circumstances
accept a gi� or benefit worth in excess of $750 or gi�s and benefits worth in the aggregate in
excess of $750 from one source during a calendar year.
13.0 COMMUNICATION
13.1 Members shall seek to advance the public interest with honesty and refrain from making any
statement through any medium (including and without limi�ng the generality of the foregoing,
through any social media pla�orm) to Par�cipa�ng Municipali�es, other stakeholder groups, the
media or the public unless such statement is authorized by the Chair of ONE JIB or the Chair’s
delegate.
14.0 ELECTION ACTIVITY
14.1 Members are required to conduct themselves in accordance with elec�ons legisla�on as may be
amended from �me to �me, and any ONE JIB policies. The use of ONE JIB resources, including
property and ONE Investment staff �me, for any elec�on-related ac�vity is strictly prohibited.
Elec�on-related ac�vity applies to the Member’s campaign and any other elec�on campaigns for
municipal, provincial or federal office.
15.0 INTEGRITY COMMISSIONER’S ADVICE
15.1 It is the duty of the Member to seek the Integrity Commissioner’s writen advice on any poten�al
situa�on where the Member might reasonably be expected to be in contraven�on of this Code of
Conduct.
15.2 Any writen advice given to a Member by the Integrity Commissioner binds the Integrity
Commissioner in any subsequent considera�on of the conduct of the Member in the same mater
as long as all the relevant facts known to the Member were disclosed to the Integrity
Commissioner and the facts remain unchanged.
16.0 RESPONSIBILITIES
16.1 Members shall:
(a) consult with the Integrity Commissioner if they need any advice or clarifica�on regarding
their obliga�ons under this Code of Conduct; and
(b) adhere to the provisions of this Code of Conduct and ensure compliance with all
applicable legisla�on as well as all procedures, rules or policies of ONE JIB governing their
ethical behaviour.
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16.2 The Integrity Commissioner shall:
(a) inves�gate complaints related to a Member’s alleged contraven�on of this Code of
Conduct;
(b) provide writen advice to Members with respect to their obliga�ons under the Code of
Conduct and the Municipal Conflict of Interest Act;
(c) provide educa�onal informa�on about the Code of Conduct and the Municipal Conflict of
Interest Act; and
(d) provide such advice and opinions as may be from �me to �me requested by ONE JIB.
17.0 CONTRAVENTION
17.1 The Integrity Commissioner shall establish a complaint protocol to inves�gate complaints of
contraven�ons by Members of this Code of Conduct and sec�ons 5, 5.1 and 5.2 of the Municipal
Conflict of Interest Act.
17.2 Members shall not act in reprisal or threaten reprisal against a person who makes a complaint,
files an applica�on or provides informa�on to the Integrity Commissioner during an inves�ga�on.
17.3 Members are expected to cooperate with requests for informa�on during inves�ga�ons rela�ng
to the Code of Conduct and the Municipal Conflict of Interest Act. Members shall not destroy
documents or erase electronic communica�ons or refuse to respond to the Integrity
Commissioner where a complaint has been lodged under the Code of Conduct, the Municipal
Conflict of Interest Act or any process for complaints adopted by ONE JIB.
17.4 Where a report is received from the Integrity Commissioner that there has been a contraven�on
of the Code of Conduct, ONE JIB may impose either of the following penal�es on the Member as
permited by the Act:
(a) a reprimand; or
(b) a suspension of the remunera�on paid to the Member in respect of the Member’s
services on ONE JIB for a period up to 90 days.
17.5 ONE JIB may, on the basis of a recommenda�on from the Integrity Commissioner, also take any
or all of the following correc�ve or remedial ac�ons, and require that the Member:
(a) provide a writen or verbal apology;
(b) return property or make reimbursement of its value or of money spent;
(c) be removed from or not be appointed to the membership on a Commitee;
(d) be removed from or not be appointed as chair of a Commitee; and
(e) comply with any other remedial or correc�ve ac�on or measure deemed appropriate by
the Integrity Commissioner.
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18.0 COMPLAINT PROTOCOL
18.1 The Complaint Protocol is Appendix “A” to this Code of Conduct and applies to Complaints (as
defined in Appendix “A”) under this Code of Conduct and the Municipal Conflict of Interest Act.
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APPENDIX A
ONE JOINT INVESTMENT BOARD CODE OF CONDUCT
COMPLAINT PROTOCOL
Defined terms used herein, unless the context otherwise requires, have the meanings ascribed to such
terms in the Code of Conduct. In the event of a discrepancy or inconsistency between the provisions
contained in the Code of Conduct and those contained in this Complaint Protocol, the Code of Conduct
shall prevail.
PART A - INFORMAL COMPLAINT PROCEDURE
1. Any individual who iden�fies or witnesses behaviour or ac�vity by a Member that they believe
contravenes the Code of Conduct may seek to address the prohibited behaviour or ac�vity
themselves in the following manner by following the Informal Complaint Procedure:
(a) document the incident(s) where the Member may have contravened the Code of Conduct
including dates, �mes, loca�ons, other persons present, and any other relevant
informa�on;
(b) advise another person about the concerns regarding the Member’s ac�ons, to
corroborate the incident;
(c) advise the Member that the behaviour or ac�vity appears to contravene the Code of
Conduct;
(d) iden�fy to the Member the specific provision(s) of the Code of Conduct that may have
been contravened;
(e) encourage the Member to acknowledge and agree to stop the prohibited behaviour or
ac�vity and to undertake to refrain from future occurrences of the prohibited behaviour
or ac�vity;
(f) if applicable:
(i) confirm to the Member that the Member’s response is sa�sfactory, or
(ii) advise the Member that the Member’s response is unsa�sfactory;
(g) consider the need to pursue the mater in accordance with the Formal Complaint
Procedure set out in Part B, or in accordance with any other applicable judicial or quasi-
judicial process or complaint procedure.
2. Individuals are encouraged to pursue the Informal Complaint Procedure as the first means of
remedying behaviour or ac�vity of a Member that they believe contravenes the Code of Conduct.
3. The Integrity Commissioner may be requested to assist in an atempt to setle or resolve the issue
with the Member and the individual but will par�cipate only if both par�es have consented.
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4. The Informal Complaint Procedure is not a precondi�on or a prerequisite to pursuing the Formal
Complaint Procedure related to the Code of Conduct set out in Part B.
PART B - FORMAL COMPLAINT PROCEDURE
Formal Complaints
5.(1) Any individual who iden�fies or witnesses behaviour or ac�vity by a Member that they reasonably
believe contravenes the Code of Conduct may file a formal complaint (“Complaint”) to request an
inquiry by the Integrity Commissioner as to whether a Member has contravened the Code of
Conduct in accordance with the following requirements:
(a) a Complaint shall be in wri�ng on the prescribed form (Formal Complaint Form # 1
atached hereto) and shall be dated and signed by an iden�fiable individual (the
“complainant”);
(b) the Complaint must set out reasonable and probable grounds for the allega�on that the
Member has contravened the Code of Conduct and must be accompanied by a suppor�ng
sworn affidavit se�ng out the evidence in full in support of the allega�on; and
(c) Members of ONE JIB may also file a Complaint against any of its Members of an alleged
contraven�on of the Code of Conduct by passing a resolu�on reques�ng the Integrity
Commissioner to undertake an inquiry.
(2) An elector, as defined in sec�on 1 of the Municipal Conflict of Interest Act, or a person
demonstrably ac�ng in the public interest (collec�vely, a “complainant”) may file a formal
applica�on reques�ng that the Integrity Commissioner carry out an inquiry concerning an alleged
contraven�on of sec�on 5, 5.1 or 5.2 of that statute by a Member in accordance with the following
requirements:
(a) an applica�on (also referred to as a “Complaint” herein) shall be in wri�ng on the
prescribed form (Complaint Form #2 atached hereto), dated and signed by an iden�fiable
individual;
(b) the applica�on shall include a statutory declara�on ates�ng to the fact that:
(i) the complainant became aware of the contraven�on not more than six (6) weeks
before the date of the applica�on, or
(ii) in the case where the complainant became aware of the alleged contraven�on
during the period of �me described in paragraph 1 of subsec�on 223.4.1(5) of the
Municipal Act, 2001, that the complainant became aware of the alleged
contraven�on during that period of �me;
(c) ONE JIB may also pass a resolu�on reques�ng the Integrity Commissioner to undertake
an inquiry respec�ng an alleged contraven�on of sec�on 5, 5.1 or 5.2 of the Municipal
Conflict of Interest Act by a Member and provide a statutory declara�on as required by
Sec�on 5(2) to be sworn by a Member of ONE JIB.
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(3) Complainants who file a formal Complaint under Sec�ons 5(1) or 5(2) must provide a full and
complete record of evidence to substan�ate or support the allega�ons set out in the Complaint
to the Integrity Commissioner who is under no obliga�on whatsoever to, but may, seek addi�onal
informa�on.
Filing of Complaint and Classifica�on by Integrity Commissioner
6.(1) The Complaint may be filed with the Integrity Commissioner by hard copy or by e-mail at the
following mailing or email addresses:
John Mascarin
Aird & Berlis LLP
181 Bay Street, Suite 1800
Toronto, ON M5J 2T9
Email: jmascarin@airdberlis.com
Tel: 416-865-7721
(2) The Integrity Commissioner shall ini�ally classify the Complaint to determine if the mater is, on
its face, a Complaint with respect to a contraven�on of the Code of Conduct and not covered by
other legisla�on or other ONE JIB procedures, policies or rules as set out in Sec�on 7 or whether
it is a Complaint with respect to an alleged contraven�on of sec�on 5, 5.1 or 5.2 of the Municipal
Conflict of Interest Act.
Complaints Outside Integrity Commissioner’s Jurisdic�on or Not for Inves�ga�on
7.(1) If the Complaint, including the suppor�ng affidavit or the statutory declara�on, is not, on its face,
a Complaint with respect to a contraven�on of the Code of Conduct or the Complaint relates to
maters addressed by other legisla�on under another procedure, policy or rule of ONE JIB or
whether it is a Complaint with respect to an alleged contraven�on of sec�on 5, 5.1 or 5.2 of the
Municipal Conflict of Interest Act, the Integrity Commissioner shall advise the complainant in
wri�ng as follows:
Criminal Matter
(a) if the Complaint is, on its face, an allega�on of a criminal nature consistent with the
Criminal Code, the complainant shall be advised that:
(i) the Integrity Commissioner will refer it to the appropriate police service, or
(ii) the complainant may pursue it with the appropriate police service if the
complainant wishes to pursue any such allega�on;
Municipal Freedom of Information and Protection of Privacy Act
(b) if the Complaint is more appropriately addressed under the Municipal Freedom of
Information and Protection of Privacy Act, the complainant shall be advised that the
mater must be referred to the Secretary to deal with under any access and privacy
policies of ONE JIB under that statute;
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Other Procedure, Policy or Rule Applies
(c) if the Complaint appears to fall within the scope of another procedure, policy or rule of
ONE JIB, the complainant shall be advised to pursue the mater under such procedure,
policy or rule with the appropriate official or staff member; and
Lack of Jurisdiction
(d) if the Complaint is, for any other reason not within the jurisdic�on of the Integrity
Commissioner (for example, it relates to a decision of ONE JIB as a whole and not one or
more individual Members), the complainant shall be so advised and provided with any
addi�onal reasons and referrals, if any, as the Integrity Commissioner considers
appropriate.
(2) If it becomes apparent to the Integrity Commissioner at any �me that the Complaint with respect
to a contraven�on of the Code of Conduct or with respect to an alleged contraven�on of sec�on
5, 5.1 or 5.2 of the Municipal Conflict of Interest Act, relates to any of the following maters, the
Integrity Commissioner shall advise the complainant in wri�ng as follows:
Matter Already Pending
(a) if the Complaint is in rela�on to a mater which is subject to an outstanding complaint
under another process such as a court proceeding, a human rights or workplace
harassment complaint or similar process, or to a civil mater that is pending before the
courts, the Integrity Commissioner may, in his/her sole discre�on, suspend any
inves�ga�on, in whole or in part, pending the result of the other process;
Similar Matter Already Pending
(b) if the Complaint is in rela�on to a similar mater which is subject to an outstanding
Complaint before the Integrity Commissioner, the Integrity Commissioner may, in his/her
sole discre�on, consider the mater in conjunc�on with the similar mater or deal with it
separately, including not undertaking an inquiry if the mater can be adequately
addressed in any report and/or recommenda�ons made with respect to the Complaint in
the similar mater; and
Other Ethical Code or Policy Applies
(c) if the Complaint is in rela�on to a mater which is governed by a code of conduct, ethical
code or similar procedure or policy of another body or en�ty which also governs the
Members (for example, another professional or regulatory body to which the Member
may belong), the Integrity Commissioner shall consider the most appropriate forum for
the Complaint and may, in his/her sole discre�on, defer considera�on of the mater
pending any determina�on made by the other body or en�ty and shall so advise the
complainant and, if necessary, the Member.
(3) Nothing in Sec�on 7 precludes the Integrity Commissioner from repor�ng to ONE JIB any mater
that is suspended, summarily dismissed, terminated or not otherwise inves�gated.
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Limita�on Period
8.(1) The Integrity Commissioner shall not accept a Complaint under the Code of Conduct for which the
event giving rise to the Complaint occurred or came to the aten�on of the complainant more
than six (6) months prior to the date of the filing of the Complaint. The complainant must establish
that the event giving rise to the Complaint occurred and/or came to the complainant’s aten�on
within six (6) months of the Complaint being filed in accordance with Sec�on 6.
(2) The Integrity Commissioner shall not accept an applica�on with respect to an alleged
contraven�on of sec�on 5, 5.1 or 5.2 of the Municipal Conflict of Interest Act except in accordance
with the requirements of subsec�ons 8(2)-(7) of that statute and sec�on 223.4.1 of the Municipal
Act, 2001.
Refusal to Conduct Inves�ga�on
9.(1) The Integrity Commissioner has a discre�on as to whether to carry out an inves�ga�on. If the
Integrity Commissioner is sa�sfied at any �me, a�er considering the informa�on contained in the
Complaint, that the Complaint:
(a) is frivolous or vexa�ous,
(b) is not made in good faith,
(c) cons�tutes an abuse of process,
(d) discloses no grounds or insufficient grounds for an inves�ga�on,
(e) does not warrant a full inves�ga�on, or
(f) is not otherwise in the public interest,
the Integrity Commissioner shall not be required to conduct an inves�ga�on and may summarily
dismiss the Complaint, and, where this becomes apparent during the course of an inves�ga�on,
the Integrity Commissioner shall terminate the inquiry and provide no�ce to the complainant and,
if necessary, to the Member. The Integrity Commissioner shall report the refusal to conduct an
inves�ga�on to ONE JIB.
Opportuni�es for Resolu�on
10. Following receipt and review of a formal Complaint or at any �me during an inves�ga�on where
the Integrity Commissioner, in the discre�on of the Integrity Commissioner, believes that an
opportunity to resolve the mater may be successfully pursued without a formal inves�ga�on,
and both the complainant and the Member agree, efforts may be pursued to achieve an informal
resolu�on.
Inves�ga�on
11.(1) The Integrity Commissioner may proceed as follows, except where the Integrity Commissioner
has a full factual record and believes, in the sole discre�on of the Integrity Commissioner, that no
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addi�onal informa�on is required, or where otherwise required by the Public Inquiries Act, 2009,
or where the Integrity Commissioner has not otherwise terminated the inquiry:
(a) provide the Member with a copy of the Complaint but not disclose:
(i) the iden�ty of the complainant, or
(ii) the iden�ty of any witnesses set out in the Complaint or persons that are to be
ques�oned/interviewed by the Integrity Commissioner,
unless it is essen�al for the Member to adequately respond to the Complaint, which
determina�on shall be made in the Integrity Commissioner’s sole and absolute discre�on;
(b) request that the Member provide a writen response to the allega�ons in the Complaint
to the Integrity Commissioner within seven (7) days;
(c) provide a copy of the Member’s response to the complainant with a request that any
writen reply be provided by the complainant to the Integrity Commissioner within seven
(7) days.
(2) If necessary, a�er reviewing the submited materials, the Integrity Commissioner may contact and
speak to or correspond with any other persons, access and examine any other documents or
electronic materials, including any materials on ONE JIB’s computers and servers, and may enter
any ONE JIB work loca�on relevant to the Complaint for the purpose of inves�ga�on and poten�al
resolu�on.
(3) Preliminary or proposed finding(s) may be provided to a Member if the Integrity Commissioner
considers that the Member may have contravened the Code of Conduct.
(4) The Integrity Commissioner may, but is under no obliga�on, to provide the Member and the
complainant with a dra� of the proposed final report on the Complaint.
(5) The Integrity Commissioner may make interim reports to ONE JIB where the Integrity
Commissioner considers it necessary or required to address any instances of interference,
obstruc�on, in�mida�on, delay, reprisal or retalia�on by the Member or by any other person
encountered during the formal Complaint inves�ga�on, and may also disclose such informa�on
as is necessary in the Integrity Commissioner’s opinion for the purposes of the interim report(s).
(6) The Integrity Commissioner is en�tled to make such addi�onal inquiries and provide such
addi�onal reports to ONE JIB where necessary and as required to address any instances of non-
compliance with any decision of ONE JIB including the failure to comply with any penal�es or
correc�ve measure or ac�ons imposed by ONE JIB.
(7) The Integrity Commissioner shall retain all records related to the Complaint and inves�ga�on but
may provide copies of certain records, in confidence, to ONE JIB’s administra�ve staff who are
required to ensure that any such records are securely and confiden�ally retained.
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No Complaint Prior to Municipal Elec�on
12.(1) Notwithstanding any other provision of this Complaint Protocol, no Complaint may be filed with
the Integrity Commissioner, no report shall be made by the Integrity Commissioner to ONE JIB
during the period of �me star�ng on nomina�on day for a regular municipal elec�on year, as set
out in sec�on 31 of the Municipal Elections Act, 1996 and ending on the vo�ng day in a regular
elec�on as set out in sec�on 5 of the Municipal Elections Act, 1996.
(2) If the Integrity Commissioner has received a Complaint and has commenced an inquiry but has
not completed the inquiry before nomina�on day in a regular municipal elec�on year, the
Integrity Commissioner shall terminate the inquiry on nomina�on day but may commence an
inquiry in respect of the same Complaint if within six (6) weeks a�er the vo�ng day in a regular
municipal elec�on the individual who made the request makes a writen request to the Integrity
Commissioner in accordance with subsec�on 223.4(8) of the Municipal Act, 2001.
Advice Provided to Member by Integrity Commissioner
13.(1) Subject to Sec�on 13(2), a Member is en�tled to rely upon any writen advice given by the
Integrity Commissioner to the Member respec�ng the Code of Conduct in any subsequent
considera�on of the conduct of the Member in the same mater provided that the Member fully
disclosed in wri�ng all relevant facts known to the Member to the Integrity Commissioner and
acted in accordance with the writen advice provided by the Integrity Commissioner.
(2) If the Integrity Commissioner applies to a judge under sec�on 8 of the Municipal Conflict of
Interest Act for a determina�on as to whether the Member contravened sec�on 5, 5.1 or 5.2 of
the Municipal Conflict of Interest Act, the Member is en�tled to advise the judge of any writen
advice given by the Integrity Commissioner provided that the Member fully disclosed in wri�ng
all relevant facts known to the Member to the Integrity Commissioner and acted in accordance
with the writen advice provided by the Integrity Commissioner.
(3) A Member under inves�ga�on by the Integrity Commissioner shall not request advice from the
Integrity Commissioner as to the Member’s rights under the Code of Conduct, the Municipal
Conflict of Interest Act or generally at law with respect to any specific mater that the Integrity
Commissioner is inves�ga�ng or reviewing with respect to the Member, nor is the Member
en�tled to rely upon any statement(s) made by the Integrity Commissioner during the course of
any inves�ga�on or review that may impact the Member’s rights under the Code of Conduct, the
Municipal Conflict of Interest Act or generally at law.
(4) If a Member under inves�ga�on by the Integrity Commissioner requests advice, such request shall
be delegated in wri�ng to any person other than a Member that the Integrity Commissioner, in
consulta�on with ONE JIB, considers capable of providing informed advice to the Member.
(5) If the Integrity Commissioner applies to a judge under sec�on 8 of the Municipal Conflict of
Interest Act for a determina�on as to whether the Member contravened sec�on 5, 5.1 or 5.2 of
the Municipal Conflict of Interest Act, the Integrity Commissioner is en�tled to recommend and
advocate for penal�es to the judge under subsec�on 9(1) of the Municipal Conflict of Interest Act.
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Authority to Abridge or Extend
14. Notwithstanding any �meline or �me limit set out in the Code of Conduct or this Complaint
Protocol, the Integrity Commissioner shall retain the right to abridge or extend any �meline or
�me limit therein if the Integrity Commissioner considers it, in the sole and absolute discre�on of
the Integrity Commissioner, to be in the public interest.
Inves�ga�on Report
15.(1) The Integrity Commissioner shall report to the complainant and the Member no later than ninety
(90) days a�er the official receipt of any Complaint under the Code of Conduct. If the inves�ga�on
process is an�cipated to or takes more than ninety (90) days, the Integrity Commissioner shall
provide a brief interim report to ONE JIB and advise the par�es of the approximate date the report
will be available. The Integrity Commissioner may also, at the discre�on of the Integrity
Commissioner, advise any witnesses or other persons of the approximate date the report will be
available.
(2) Where the Complaint is sustained in whole or in part, the Integrity Commissioner shall report to
ONE JIB outlining the findings, the terms of any setlement and/or any recommended remedial or
correc�ve measure or ac�on.
(3) The Integrity Commissioner may provide a copy of the report to the complainant and the Member
whose conduct has been inves�gated in advance of the public release of the report, in strict
confidence un�l the report is publicly released. The Member shall have the right to address the
report if it is considered appropriate by ONE JIB.
(4) Where the Complaint is not sustained, the Integrity Commissioner is not obligated to report to
ONE JIB on the result of the inves�ga�on or any findings but may do so at the discre�on of the
Integrity Commissioner and may also include such informa�on as the Integrity Commissioner
deems necessary in a report or as part of an annual or other periodic report by the Integrity
Commissioner.
(5) The Integrity Commissioner shall complete the inves�ga�on under the Municipal Conflict of
Interest Act no later than one hundred and eighty (180) days a�er the official receipt of any
applica�on validly made under Sec�on 5(2).
Findings
16.(1) If the Integrity Commissioner determines that:
(a) there has been no contraven�on of the Code of Conduct, or sec�on 5, 5.1 or 5.2 of the
Municipal Conflict of Interest Act, or
(b) a contraven�on occurred but:
(i) the Member took all reasonable measures to prevent it, including having sought
and followed the advice of the Integrity Commissioner;
(ii) it was trivial,
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(iii) it was commited through inadvertence, or
(iv) it resulted from an error in judgment made in good faith,
the Integrity Commissioner may so state in the report and may make appropriate
recommenda�ons pursuant to the Municipal Act, 2001, including, but not limited to, a
recommenda�on of no penalty or remedial measures or correc�ve ac�ons.
(2) If the Integrity Commissioner:
(a) considers it appropriate, once the Integrity Commissioner has concluded the inves�ga�on
under Sec�on 5(2), the Integrity Commissioner may apply to a judge under sec�on 8 of
the Municipal Conflict of Interest Act for a determina�on as to whether the Member has
contravened sec�on 5, 5.1 or 5.2 of that statute; or
(b) does not proceed with an applica�on to the judge, the Integrity Commissioner shall so
advise the complainant and the Member in wri�ng.
(3) The Integrity Commissioner shall provide a writen report to ONE JIB providing the reasons for the
decision of the Integrity Commissioner under Sec�on 16(2).
Report to ONE JIB
17.(1) Upon receipt of a report from the Integrity Commissioner with respect to the Code of Conduct,
the Secretary shall place the report on the next regular mee�ng agenda of ONE JIB for
considera�on by ONE JIB.
(2) A report from the Integrity Commissioner may also be considered by ONE JIB in advance of its
next regular mee�ng should ONE JIB agree to hold a special or other mee�ng before its next
regular mee�ng to consider the report.
Duty of ONE JIB
18. ONE JIB shall consider and make a determina�on on the Integrity Commissioner’s report under
Sec�on 17 at the same mee�ng at which the report is tabled.
Public Disclosure
19.(1) The Integrity Commissioner and every person ac�ng under instruc�ons of the Integrity
Commissioner shall preserve confiden�ality where appropriate and where it does not interfere
with the course of any inves�ga�on, except as required by law and as required by this Complaint
Protocol.
(2) The Integrity Commissioner shall retain all records related to the Complaint and inves�ga�on
although copies may be provided to ONE JIB’s administra�ve staff, subject to the duty of
confiden�ality under subsec�on 223.5 of the Municipal Act, 2001.
(3) The iden�ty of the Member who is the subject of the Complaint shall not be treated as confiden�al
informa�on in the Integrity Commissioner’s report to ONE JIB. The iden�ty of the complainant
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and of any other person, including any witnesses, may be disclosed if deemed appropriate and
necessary by the Integrity Commissioner, if consented to by the complainant or any other person,
or such informa�on has already been publicly disclosed.
(4) All reports from the Integrity Commissioner to ONE JIB shall be made available to the public by
the Secretary.
Delega�on by Integrity Commissioner
20. The Integrity Commissioner, in consulta�on with ONE JIB, may delegate in wri�ng to any person,
other than a Member of ONE JIB, any of the Integrity Commissioner’s powers and du�es under
Part V.1 of the Municipal Act, 2001.
Complaint Protocol Applicable to Commitees
21. The provisions of this Complaint Protocol shall apply, with modifica�ons as necessary, to all
commitees or sub-commitees of ONE JIB and their members.
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Code of Conduct — Formal Complaint Form # 1
AFFIDAVIT
I, _________________________________________________________ (first and last name),
of the __________________________________________________ in the Province of Ontario.
MAKE OATH AND SAY (or AFFIRM):
1. I reside at: ________________________________________________ (full address) and
may be contacted at telephone: ______________ and email: ________________________.
2. I have reasonable and probable grounds to believe that:
_____________________________________________________________ (name of Member),
a member of ONE Joint Investment Board has contravened the following sec�on(s) of the Code of Conduct
of ONE Joint Investment Board: _______________________________________. The par�culars of which
are atached hereto.
3. Facts cons�tu�ng the alleged contraven�on (use separate page if required)
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This affidavit is made for the purpose of reques�ng that this mater be reviewed and/or inves�gated by
ONE Joint Investment Board’s Integrity Commissioner and for no other purpose.
SWORN (or AFFIRMED) before me at )
the ___________ of ______________ on )
__________________________ (date) )
)
) (Signature)
A Commissioner for taking affidavits etc. )
Please note that signing a false affidavit may expose you to prosecu�on under ss. 131 and 132 or 134 of the Criminal Code, R.S.C.
1985, c. C-46 and also to civil liability for defama�on.
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Municipal Conflict of Interest Act – Complaint Form # 2
STATUTORY DECLARATION
I, __________________________________________________________ (first and last name), of the
___________________________________________________ in the Province of Ontario.
I SOLEMNLY DECLARE THAT:
1. I reside at: ____________________________________________________ (full address) and may
be contacted at telephone: ____________________________ and email: ________________________.
2. I have reasonable and probable grounds to believe that:
_______________________________________________________ (specify name of Member),
a member of ONE Joint Investment Board, has contravened the following sec�on(s) of the Municipal
Conflict of Interest Act, R.S.O. 1990, c. M.50: ______________________________.
3. I became aware of the facts cons�tu�ng the alleged contraven�on not more than six (6) weeks
ago and they comprise the following: (use separate page if required)
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This declara�on is made for the purpose of reques�ng that this mater be inves�gated by ONE Joint
Investment Board’s Integrity Commissioner and for no other purpose.
DECLARED before me at )
the ___________ of ______________ on )
__________________________ (date) )
)
) (Signature)
A Commissioner for taking affidavits etc. )
Please note that signing a false declara�on may expose you to prosecu�on under ss. 131 and 132 or 134 of the Criminal Code,
R.S.C. 1985, c. C-46 and also to civil liability for defama�on
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EXHIBIT B
CLOSED MEETINGS PERMITTED OR REQUIRED
The provisions of the Act, as amended from �me, currently provide that except as provided in sec�on 239
of the Act, all mee�ngs shall be open to the public.
A mee�ng or part of a mee�ng may be closed to the public in accordance with sec�on 239 of the Act if
the subject mater being considered is,
• the security of the property of ONE JIB;
• personal maters about an iden�fiable individual, including ONE JIB employees;
• a proposed or pending acquisi�on or disposi�on of land by ONE JIB;
• labour rela�ons or employee nego�a�ons;
• li�ga�on or poten�al li�ga�on, including maters before administra�ve tribunals, affec�ng
ONE JIB;
• advice that is subject to solicitor-client privilege, including communica�ons necessary for
that purpose;
• a mater in respect of which ONE JIB may hold a closed mee�ng under another Act;
• informa�on explicitly supplied in confidence to ONE JIB by Canada, a province or territory
or a Crown agency of any of them;
• a trade secret or scien�fic, technical, commercial, financial or labour rela�ons
informa�on, supplied in confidence to ONE JIB, which, if disclosed, could reasonably be
expected to prejudice significantly the compe��ve posi�on or interfere significantly with
the contractual or other nego�a�ons of a person, group of persons, or organiza�on;
• a trade secret or scien�fic, technical, commercial or financial informa�on that belongs to
ONE JIB and has monetary value or poten�al monetary value;
• a posi�on, plan, procedure, criteria or instruc�on to be applied to any nego�a�ons carried
on or to be carried on by or on behalf of ONE JIB;
A mee�ng of ONE JIB or of a commitee of ONE JIB may be closed to the public if the mee�ng is held for
the purpose of educa�ng or training the members provided no member discusses or otherwise deals with
any mater in a way that materially advances the business or decision-making of ONE JIB or commitee.
A mee�ng may be closed to the public during a vote if the mee�ng is one that is closed to the public in
accordance with this Exhibit B and if the vote is for a procedural mater or for giving instruc�ons to officers,
employees or agents of ONE JIB or a commitee of ONE JIB or persons retained by or under a contract with
ONE JIB.
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A mee�ng or part of a mee�ng shall be closed to the public in accordance with sec�on 239 of the Act if
the subject mater being considered is,
• a request under the Municipal Freedom of Information and Protection of Privacy Act if
ONE JIB is the head of an ins�tu�on for the purposes of that Act; or
• an ongoing inves�ga�on respec�ng ONE JIB by the Ombudsman appointed under the
Ombudsman Act, an Ombudsman referred to in subsec�on 223.13(1) of the Act, or the
inves�gator referred to in subsec�on 239.2(1) of the Act.
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EXHIBIT C
ONE JIB MAY REFUSE DISCLOSURE OF A RECORD
The provisions of the Municipal Freedom of Information and Protection of Privacy Act, as amended from
�me to �me, currently provide that ONE JIB may refuse to disclose a record:
• that reveals the substance of delibera�ons of a mee�ng of ONE JIB or a commitee of ONE
JIB if a statute authorizes holding that mee�ng in the absence of the public.
• if the disclosure would reveal advice or recommenda�ons of an officer or employee of an
ins�tu�on or a consultant retained by an ins�tu�on.
• that reveals a trade secret or scien�fic, technical, commercial, financial or labour rela�ons
informa�on, supplied in confidence implicitly or explicitly, if the disclosure could
reasonably be expected to,
(a) prejudice significantly the compe��ve posi�on or interfere significantly with the
contractual or other nego�a�ons of a person, group of persons, or organiza�on;
(b) result in similar informa�on no longer being supplied to ONE JIB where it is in the
public interest that similar informa�on con�nue to be so supplied;
(c) result in undue loss or gain to any person, group, commitee or financial
ins�tu�on or agency; or
• that contains,
(a) trade secrets or financial, commercial, scien�fic or technical informa�on that
belongs to an ins�tu�on and has monetary value or poten�al monetary value;
(b) informa�on whose disclosure could reasonably be expected to prejudice the
economic interests of an ins�tu�on or the compe��ve posi�on of an ins�tu�on;
(c) informa�on whose disclosure could reasonably be expected to be injurious to the
financial interests of an ins�tu�on;
(d) posi�ons, plans, procedures, criteria or instruc�ons to be applied to any
nego�a�ons carried on or to be carried on by or on behalf of an ins�tu�on;
(e) plans rela�ng to the management of personnel or the administra�on of an
ins�tu�on that have not yet been put into opera�on or made public;
(f) informa�on including the proposed plans, policies or projects of an ins�tu�on if
the disclosure could reasonably be expected to result in premature disclosure of
a pending policy decision or undue financial benefit or loss to a person.
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EXHIBIT D
COMPENSATION FOR ONE JIB MEMBERS
• The Chair of ONE JIB will receive an annual $15,000 retainer and $1,100 per board
mee�ng.
• The Vice Chair of ONE JIB will receive an annual $10,000 retainer and $1,100 per board
mee�ng.
• Board members of ONE JIB will receive an annual $5,000 retainer and $1,100 per board
mee�ng.
• All Board members of ONE JIB will also be remunerated $500 for atending business
mee�ngs of ONE JIB.
• Subject to the member complying with all relevant requirements of the member ’s
municipality, the Municipal Treasurer members, who are municipal employees, will have
the annual retainer and Board and Business mee�ng fees paid directly to the municipality
for which they are employed.
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EXHIBIT E
PROCESS TO APPOINT INTEGRITY COMMISSIONER AND CLOSED MEETING INVESTIGATOR
Ini�al Appointment of Integrity Commissioner and Closed Mee�ng Inves�gator
1. Prior to the effec�ve date of the ONE JIB Agreement (July 2, 2020) the Founding Municipali�es
directed ONE Investment to conduct a Request for Proposal (“RFP”) process to retain the services of an
ini�al Integrity Commissioner and an ini�al Closed Mee�ng Inves�gator for ONE JIB.
2. The Secretary to ONE JIB worked with a member of ONE Investment staff and two representa�ves
of the Founding Municipali�es’ clerks (the “Ini�al Appointment Subcommitee”) on the RFP. The results
of the RFP were shared with the Founding Municipali�es.
3. The candidates recommended by the Ini�al Appointment Subcommitee were submited to ONE
JIB during its ini�al mee�ng on May 19, 2020 and therea�er ONE JIB appointed an ini�al Integrity
Commissioner in accordance with sec�on 223.3 of the Act and an ini�al Closed Mee�ng Inves�gator in
accordance with sec�on 239.2 of the Act.
Successor Integrity Commissioner and Successor Closed Mee�ng Inves�gator
4. In the event that ONE JIB determines that the appointment of a successor Integrity Commissioner
or Closed Mee�ng Inves�gator is required it shall direct ONE Investment to conduct an RFP process in
consulta�on with a commitee comprised of the Secretary to ONE JIB, a member of ONE Investment staff
and two representa�ves of the Par�cipa�ng Municipali�es’ clerks (the “Successor Appointment
Commitee”), to retain the services of a successor Integrity Commissioner and a successor Closed Mee�ng
Inves�gator, the results of which RFP shall be shared with the Par�cipa�ng Municipali�es.
5. ONE JIB shall consider the candidate(s) recommended by the Successor Appointment Commitee
at its first mee�ng a�er receipt of such recommenda�on(s).
6. ONE JIB shall appoint a successor Integrity Commissioner and/or successor Closed Mee�ng
Inves�gator and enter into appropriate agreements with each such successor and subsequently no�fy the
Par�cipa�ng Municipali�es of the iden�ty of the successor Integrity Commissioner and/or the successor
Closed Mee�ng Inves�gator, as applicable.
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SCHEDULE D
FEES AND EXPENSES
Approach to Fees and Expenses
As a not-for-profit en�ty, the ONE Investment structures fees so as to recover its opera�ng costs and set
aside appropriate reserves for future investment. Such costs include the design, implementa�on and
con�nuing opera�ons of the ONE Prudent Investment Offering made available to Par�cipa�ng
Municipali�es. Fees also cover the cost of adherence to legal and regulatory requirements, including most
importantly the proper discharge of the responsibili�es of ONE JIB. Neither ONE JIB nor ONE Investment
will charge fees directly to Par�cipa�ng Municipali�es. Rather, these fees are charged as management fees
and expenses of the investment products themselves, or are paid out of the Managed Assets, as described
below. The fees indirectly charged by ONE Investment under the ONE Prudent Investment Offering to
recover the foregoing costs, expenses and reserves are called the “Governance Fees.”
By entering into the ONE JIB Agreement, a Par�cipa�ng Municipality agrees that the Managed Assets
(subject to excep�ons as set out in the Par�cipa�ng Municipality’s IPS and Investment Plan) will be
invested in (i) the ONE Pools Offering – meaning investment in ONE Investment Pools as selected by ONE
JIB on the advice and recommenda�on of ONE Investment; or (ii) the OCIO Offering – meaning investment
in products selected by the ONE Investment OCIO. All Managed Assets, whether in the ONE Pools Offering
or the OCIO Offering, are invested in accordance with, and as set out in, the Par�cipa�ng Municipality’s
IPS and Investment Plan.
The “ONE Prudent Investment Offering” currently refers to the ONE Pools Offering and the OCIO Offering.
To provide for consistency of client experience, as well as simplified and streamlined client onboarding
and repor�ng, ONE Investment intends to transi�on all Par�cipa�ng Municipali�es to the OCIO Offering,
where the OCIO Offering will include investment products substan�ally similar to the ONE Investment
Pools found in the ONE Pools Offering. Once such transi�on is complete, the “ONE Prudent Investment
Offering” will mean the OCIO Offering.
ONE Pools Offering
Par�cipa�ng Municipali�es invest in the ONE Pools Offering and pay a single integrated fee (the “fund
fee”), charged as an expense of the ONE Investment Pools, on the following basis. The ONE Investment
Pools are subject to management fees and other expenses, which are described below. Except for taxes,
ONE Investment expects to bundle such fees and expenses into a single fee, where the rate of such fee will
differ depending on the ONE Investment Pool. In the ONE Pools Offering, fees represen�ng the expenses
associated with the opera�ons of ONE JIB and ONE Investment are not charged separately, but are instead
integrated into the fund fees. Such fees are approved by the ONE Investment Board and are reviewed, at
least annually. The details of the fee structure will be publicly available.
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The following is a representa�ve example of the fund fees as at January 1, 2024:
Cdn Gov’t
Bond Corp. Bond Global Bond Global Equity
Canadian
Equity
Single Fund
Fee 35.0 bps 40.0 bps 45.0 bps 75.0 bps 45.0 bps
Management Fee Discounts
Charging fees on a cost recovery basis makes it difficult to offer Par�cipa�ng Municipali�es significant
discounts. Any discounts that may apply will be offered solely at the discre�on of the ONE Investment
Board of Directors and paid directly by ONE Investment to the Par�cipa�ng Municipality to offset fees
charged to the ONE Investment Pools.
Name of Discount
Discount in
Basis
Points
(bps) Descrip�on
Founding Municipality Discount 4 bps In effect for 10 years from the ONE JIB establishment
date (July 2, 2020)
Managed Asset Tier $50 million 6 bps For Par�cipa�ng Municipality with Managed Assets in
excess of $50 million in ONE Investment Pools. This
rebate is cumula�ve with any other Managed Asset
�er discount.
Managed Asset Tier $100
million
3 bps For Par�cipa�ng Municipality with Managed Assets
in excess of $100 million in ONE Investment Pools.
This rebate is cumula�ve with any other Managed
Asset �er discount.
Managed Asset Tier $200
million
3 bps For Par�cipa�ng Municipality with Managed Assets in
excess of $200 million in ONE Investment Pools. This
rebate is cumula�ve with any other Managed Asset
�er discount.
Managed Asset Tier $300
million
3 bps For Par�cipa�ng Municipality with Managed Assets in
excess of $300 million in ONE Investment Pools. This
rebate is cumula�ve with any other Managed Asset
�er discount.
Understanding Fees and Expenses
The single fund fees outlined above will cover costs associated with External Management Fees and
Opera�ng Expenses as described below. Each ONE Investment Pool incurs certain trading costs and
expenses, as well as HST, and may incur interest charges. These costs are also further explained below.
All fees and expenses reduce the poten�al returns available from the applicable ONE Investment Pool.
Effec�vely, the aggregate fees indirectly incurred by each Par�cipa�ng Municipality will be a propor�on of
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the amount invested. The aggregate fees indirectly incurred by each Par�cipa�ng Municipality are also
influenced by the alloca�on of the investments among the ONE Investment Pools.
External Management Fees
External management and performance fees (if any) charged by external por�olio managers are included
in the single fund fee.
The rate of management fees charged by external managers is generally directly related to the total value
of the assets managed by such manager. As assets under management (AUM) increase, the rate of
management fees can be expected to fall. As a result, ONE Investment investors can expect to benefit from
lower management fees in comparison to inves�ng alone.
Opera�ng Expenses
Each ONE Investment Pool is responsible for its own opera�ng expenses. In addi�on to the services
supplied by ONE Investment to each of the ONE Investment Pools, there are services supplied by third
par�es. Third party services include custody, unitholder recordkeeping, fund accoun�ng, trustee services,
legal, audit and other professional services. These opera�ng expenses are generally paid by ONE
Investment on behalf of the ONE Investment Pools and subsequently recovered by ONE Investment
through the ONE administra�on fee.
ONE Investment charges each ONE Investment Pool a ONE administra�on fee, which is included in the
single fund fee. The ONE administra�on fee compensates ONE Investment for its overhead and other
expenses, including recovery of expenses incurred for or on behalf of the ONE Investment Pools. The ONE
administra�on fee allows ONE Investment to provide compensa�on to, and pay the expenses of, the
members of ONE JIB.
This ONE administra�on fee is not applied at the same rate for all ONE Investment Pools.
ONE Investment intends to monitor the amount of the ONE administra�on fee to ensure that net revenues
remain appropriate, taking into account ONE Investment’s not for profit status. Growth of AUM may result
in a reduc�on in the ONE administra�on fee rate over �me, and the quantum and rate of such fee will be
evaluated on at least an annual basis.
Trading Costs and Expenses
In the normal course of implemen�ng their investment mandates, the ONE Investment Pools will incur
transac�on costs. Such transac�ons costs include trading commissions, exchange fees and du�es, interest,
regulatory fees and similar ancillary expenses that are associated with the implementa�on, execu�on and
setlement of por�olio transac�ons. As is normal industry prac�ce, these transac�on costs are borne by
the applicable ONE Investment Pool.
Taxes and Interest
Management fees and expenses normally atract HST/GST. All such taxes are excluded in the above fee
illustra�ons. Any interest expense incurred or payable by a ONE Investment Pool is charged as an expense
of the applicable ONE Investment Pool.
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All fees and expenses will be accrued daily and paid by the ONE Investment Pools.
OCIO Offering
For the OCIO Offering, Par�cipa�ng Municipali�es are charged management fees in the form of the OCIO
Fee and separately, the Governance Fee, as described below. The Managed Assets are held in investments
selected by the OCIO and are subject to management fees and other expenses, which are described below.
The OCIO calculates a single OCIO Fee, where the rate of such fee will differ depending on the asset mix
of the Managed Assets. Both the OCIO Fee and the Governance Fee are paid from the Managed Assets.
The Par�cipa�ng Municipality provides a direc�on to ONE Investment to apply cash or redeem
investments in order to pay the OCIO Fee and the Governance Fee.
OCIO Fee
Under the OCIO Offering, the ONE Investment OCIO selects the investments which make up the
Par�cipa�ng Municipality’s investment por�olio, as set out in the Par�cipa�ng Municipality’s IPS and
Investment Plan. It is expected that the Par�cipa�ng Municipality’s Managed Assets will be held in pooled
funds and other collec�ve investment vehicles (OCIO Products) managed by the OCIO or one of its
affiliates. OCIO Fees are payable quarterly in arrears based on the market value of the Managed Assets on
the last business day of the quarter. The OCIO calculates the applicable OCIO Fee for each quarter.
The level of fees generally depends on the asset class and investment strategy. Typically, money market
and equivalent products atract the lowest fees, and move higher with short term bond funds and
mortgage funds, then global fixed income products, then North American equi�es, global equi�es, and
assets such as real property and infrastructure at the highest end of the fee scale. In addi�on, the OCIO
Fees are generally �ered, so that the rate of fees declines as assets under management increase.
Opera�ng Expenses
Each OCIO Product is responsible for its own opera�ng expenses, which include regulatory filing fees and
other day-to-day opera�ng expenses, annual fees, mee�ng fees and reimbursement for expenses to
members of the Independent Review Commitee (“IRC”), recordkeeping, accoun�ng and fund valua�on
costs, custody fees, audit and legal fees, and the costs of preparing and distribu�ng annual and semi-
annual reports, prospectuses, fund facts and statements and investor communica�ons. These expenses
are charged to the OICO Product in the from of a fixed administra�ve services fee which is included in, and
forms part of, the OCIO Fee.
An illustra�ve example for the calcula�on of the OCIO Fees is available from ONE Investment on request.
Base Governance Fee
As stated, the Governance Fee for the OCIO Offering is charged separately from the OCIO Fee. The base
Governance Fee is 0.25% of the net asset value of the investment por�olio, and will be reduced as
described in “Governance Fee Discounts” below.
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Governance Fee Discounts
The base Governance Fee declines with increases in the net asset value of the Par�cipa�ng Municipality’s
Managed Assets, as follows:
Discount Discount in
Basis Points (bps)
Descrip�on
On first $10 million 0 bps Net assets up to $10,000,000
On next $40 million 2 bps $10,000,001 to $50,000,000
On next $50 million 6 bps $50,000,001 to $100,000,000
On next $100 million 15 bps $100,000,001 to $200,000,000
On next $300 million 19 bps $200,000,001 to $500,000,000
On next $500 million 20 bps $500,000,001 to $1,000,000,000
On assets above $1 billion 25 bps In excess of $1,000,000,000
Trading Costs and Expenses
In the normal course of implemen�ng their investment mandates, the OCIO Products will incur transac�on
costs. Such transac�ons costs include trading commissions, exchange fees and du�es, interest, regulatory
fees and similar ancillary expenses that are associated with the implementa�on, execu�on and setlement
of por�olio transac�ons. As is normal industry prac�ce, these transac�on costs are borne by the applicable
OCIO Product.
Taxes and Interest
Management fees and expenses normally atract HST/GST. All such taxes are excluded in the above fee
illustra�ons. Any interest expense incurred or payable by an OCIO Product is charged as an expense of the
applicable OCIO Product.
All fees and expenses will be accrued daily and paid to the OCIO.
All fees and expenses reduce the poten�al returns available from the applicable OCIO Product. Effec�vely,
the aggregate fees indirectly incurred by each Par�cipa�ng Municipality will be a propor�on of the amount
invested. The aggregate fees indirectly incurred by each Par�cipa�ng Municipality are also influenced by
the investments selected by the OCIO.
Repor�ng to Par�cipa�ng Municipali�es on Fees
As part of the repor�ng package, Par�cipa�ng Municipali�es will be provided with a fee summary.
For investments in any ONE Investment Pool, in the Pools Offering, fees and expenses charged to the Pool
in ques�on are presented as a single fixed charge.
For Par�cipa�ng Municipali�es in the OCIO Offering, the OCIO Fees and the Governance Fees will be
calculated separately as indicated above.
Municipal Client Questionnaire (MCQ)
1 Revised ONE JIB 11-29-2023
The MCQ needs to be updated and reviewed annually in conjunction with your review of your
Investment Policy Statement.
Additionally, update the MCQ within 90 days if you experience any significant changes, including:
a.A significant change in your municipality’s financial circumstances, or
b.A significant change in the amount of your municipality’s “money that it does not require
immediately”
For changes between annual reviews, provide written notice of changes by using the mid-year MCQ
update form on the last page of this document.
Section 1 – Client Information
Name of Municipality:
Address:
Treasurer Information
Name:
Phone Number: Extension:
Email:
`
Primary Day to Day Contact Information* Check if same information as Treasurer above
Name:
Phone Number: Extension:
Email:
*Primary day-to-day contact should have a comprehensive understanding of your Municipality’s
financial position and investment needs.
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
2 Revised ONE JIB 11-29-2023
Section 2 - Investment Knowledge and Experience
1.Which statement best describes the Municipal staff (person most responsible for managing
investments)’s level of investment knowledge and experience with financial markets and products?
Very limited knowledge
Basic knowledge and minimal experience
Good knowledge and some experience
Strong knowledge and experience
Advanced knowledge and extensive experience
2.If Municipal staff have strong or advanced knowledge, please describe where this knowledge was
acquired (e.g., education, designations experience).
3.Please indicate if your municipality has used / held any of the following investment types within the
past five years. [check all that apply]
Canadian money market securities
Locked-in Investments (e.g., GICs, PPNs etc.)
Local Distribution Corporation Securities (LDC securities)
Securities held in third party trusts (i.e., cemetery trust, legacy fund etc.)
Fixed income (government and/or corporate bonds)
Equities
Other – Please Describe
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
3 Revised ONE JIB 11-29-2023
Section 3 – Investment Objectives and Risk Tolerance
This section of the MCQ asks about your Municipality’s Money that it Does Not Require Immediately (MNRI).
In general, investors can expect a higher annualized rate of return if the investor is also willing to accept
volatility or fluctuation in the market value of their investments. For example, investors can expect that the
average annual rate of return over a five-year period will be higher where the portfolio’s returns are varied
when measured on a year-by-year basis, with some years possibly having negative returns.
A portfolio which has a steady return year over year, with little possibility of negative returns in any year, will
most likely have a lower annualized return when measured on a rolling five-year average.
4. In relation to MNRI, which of the following best reflects your Municipality’s longer-term investment
objectives (return), risk tolerance (volatility of returns) and shorter-term tolerance for losses (actual
or unrealized)?
Description Investment Objective Risk Tolerance Tolerance for short-
term (3 year) losses*
Lower risk /
return
Capital preservation is the main
objective.
Willingness to accept
lower returns to reduce the likelihood of
losses.
Small chance of loss
of capital over a 5-
year
period
Less than 5% decline
Moderate risk
/ return
Balanced growth (combination of growth
and income) is the main objective.
Willingness to accept moderate level of
risk to achieve moderate growth
without excessive risk to capital.
Moderate chance of
loss of capital over
a 5-year period
5-15% decline
Higher risk /
return
Growth of capital is the main objective.
Willingness to accept higher risk,
including risk of loss of capital, for
potentially higher returns.
Higher risk of loss
of capital over a 5-
year
period
More than 15%
decline
* These percentages are for illustrative purposes only, to determine sensitivity to potential capital loss, and do
not represent a guarantee by ONE JIB or ONE Investment.
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
4 Revised ONE JIB 11-29-2023
5. If applicable, is there any other information about your Municipality’s investment objectives and risk
tolerance for its MNRI that is relevant to your Investment Policy Statement or Investment Plan?
6. How sensitive is your municipality to recognizing investment gains and losses from portfolio
adjustments and market fluctuations?
Sections 4 and 5 of this MCQ below ask about your Municipality’s MNRI, cash flow and other financial assets
that may be applicable. It is intended to assist ONE Investment in obtaining an understanding of your
Municipality’s financial circumstances, including its cash flow needs.
Section 4 – Financial Information
7. Please provide your municipality’s MNRI (see note below) by reserve (or reserve categories) with
expected investment time horizons. This information can be provided in the template provided, or
in a separate document.
Note: MNRI can be determined by time, source of funds, purpose of funds, or such other means as your
Municipality may decide is appropriate. It is defined for your municipality in the Investment Policy
Statement approved by your Council. For example, the ‘less than 3 years’ column of MNRI in the template
might not be applicable for all municipalities.
Information has been provided as an attachment to this MCQ
Attachment 4 to Report FSD-015-24
Summary of Money not Required Immediately for Investment Planning Purposes
Example Investment Horizon of MNRI
Reserve Name or
Category
Brief Description or Purpose Total MNRI
Amount
Less than
3 years
3 to 5
years
5 to 10
years
10+
years
Roads Mtnc Reserve Ongoing Maintenance $8,000,000 $1,500,000 $1,500,000 $3,500,000 $3,500,000
Infrastructure Reserve Road Lane Widening $5,000,000 $1,000,000 $4,000,000
Investment Horizon of MNRI
Reserve Name or
Category
Brief Description or Purpose Total MNRI
Amount
Less than
3 years
3 to 5
years
5 to 10
years
10+
years
Total MNRI
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
6 6 19721423.2
8. Please provide your Municipality’s current Cash Flow Projections for MNRI by year. This information
informs the ONE JIB about potential drawdowns /additions to MNRI that you anticipate in coming years.
Supporting documentation may be provided as needed.
Next Year 2 years 3 to 5 years 5 to 10 years Greater than
10 years
Anticipated MNRI
Drawdowns
Anticipated MNRI
Contributions
Net change in MNRI
Other information or comments (if applicable)
9. Does the MNRI drawdown forecasts in Question 8 above reflect:
Drawdowns of current reserve balances
Drawdowns of current reserve balances inclusive of projected future budgetary
contributions
10. What assumptions or factors does your municipality include in the reserve cash flow projections? For
example: inflation assumptions on capital projects, assumptions on future tax-based reserve contributions,
forecasted development charge revenue etc.
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
7 7 19721423.2
11.If your Municipality has completed a capital budget forecast, how many years does this forecast extend?
Less than 3 years 3-5 Years 5-10 Years 10 years or more
12.If your Municipality has completed an asset management plan, how many years does this forecast extend?
Less than 3 years 3-5 Years 5-10 Years 10 years or more
13.To what extent has your Municipal asset management plan been integrated into the capital budget
process?
Funding/Expenditure Analysis
14.How does your Municipality manage unanticipated requests for funding? What is the probability that
your municipality may unexpectedly need to draw down MNRI to fund unexpected budget shortfalls?
15.Is there a particular year(s) in your Capital Forecast or Asset Management Plan when your Municipality
anticipates unusual or large capital expenditure(s)?
Yes No
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
8 8 19721423.2
If yes, please explain the timing and nature of the expenditure(s)
16.Do you anticipate any decisions / factors within the next 24 months that could have a material impact
on your MNRI forecasts – either positive or negative? (e.g., projects contingent on unsecured grants,
potential significant changes to your debt financing strategy, significant acquisitions or
disposals/divestments).
Yes No
If yes, please provide details
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
9 9 19721423.2
Section 5 – Portfolio Information
17.Please provide the breakdown of your MNRI, In-Kind securities and LDC securities by Investment type
Description As of Date
(MM/DD/YY)
Value*
Invested in ONE JIB Outcomes as of Date (A)
Expected contributions (withdrawals) of MNRI and
Date MNRI to be transferred / received (B)
Total MNRI to be invested in ONE JIB Outcomes (A +
B)
In-Kind securities (Bonds, GICs, PPNs etc.) as
of Date (C)
Total Current MNRI, expected contributions
to MNRI and In-Kind securities (A + B + C)
LDC securities as of Date (D)
Total Municipal MNRI, In-Kind securities and
LDC securities (A + B + C + D)
*The market value of In-Kind securities may change between the date control and management is given to ONE
JIB and the date they mature after which the cash proceeds can be invested by ONE JIB.
Other information or comments (if applicable)
Section 6 – Existing Investments
18.Your Municipality may have given control and management of In-Kind securities and LDC securities to
ONE JIB with its MNRI (refer to Section 5 above). If applicable, please identify below any details of In-
Kind securities and LDC securities that your municipality may have. A template and sample have been
provided on the next page for your reference, or you may attach a copy of your statement(s). If your
Municipality has no such In-Kind securities/LDC securities proceed to Section 7 of the MCQ.
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
10 10 19721423.2
The applicable information is provided as an attachment to the MCQ:
Security/Investment Type Manager/Institution Book Value Market Value Maturity Date (If
applicable)
SAMPLE CIBC Global
Blue Chip Growth
Deposit Notes, Series
12
PPN CIBC $5,000,000 N/A February 2030
SAMPLE London 3.2% May
9, 2026
Bond N/A $1,000,000 $1,098,000 May 9, 2026
SAMPLE Canada 2 7/8 July 2, 2028 Bond N/A $2,000,000 $1,945,000 July 2, 2028
Security/Investment Type Manager/Institution Book Value Market Value Maturity Date (If
applicable)
Other information or comments (if applicable)
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
11 11 19721423.2
Section 7 – Other Information
19.If there have been major changes in circumstances since the last MCQ updates (if applicable) that you
would feel would require a reallocation of MNRI for your Municipality. Please advise what has changed
since the last MCQ update.
20.Please provide any additional information or context that you consider relevant to ONE JIB’s
understanding of your municipality’s MNRI, In-Kind securities and LDC securities.
Section 8 – Investment Restrictions
21.Are your Municipality’s investments subject to any prohibited investment or other similar restrictions
that are not fully disclosed in your Municipal Investment Policy Statement?
Yes No
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
12 12 19721423.2
If yes, please specify
Section 9 – Acknowledgement
I confirm that information provided to ONE Investment in this form is complete and accurate to the best
of my knowledge as at the date below.
Dated this day of , 20
Name and Signature of Treasurer Second Signature (if Required)
Attachment 4 to Report FSD-015-24
Municipal Client Questionnaire (MCQ)
13 13 19721423.2
Appendix 1 – Midyear MCQ Updates Form
Please provide details below that explain the nature of your requested change. This should
describe: the money involved, the timing of transactions required, and any other context to
support the change request. This will allow ONE JIB to understand how this update may change
the cashflow characteristics or investment horizons of MNRI and In-Kind securities (and possibly
LDC securities) relative to your current MCQ and Investment Plan.
Acknowledgement
I confirm that information provided to ONE Investment in this form is complete and accurate to the best
of my knowledge as at the date below.
Dated this day of , 20
Name and Signature of Treasurer Second Signature (if required)
Attachment 4 to Report FSD-015-24