HomeMy WebLinkAbout2024-016If this information is required in an alternate format, please contact the Accessibility
Coordinator at 905-623-3379 ext. 2131.
The Corporation of the Municipality of Clarington
By-law 2024-016
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 Municipality of Clarington (the
"Municipality") completed a draft Municipal Client Questionnaire, in the form attached
hereto as Schedule "A" (the "Municipal Client Questionnaire") and 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 under 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 to 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
of the other municipalities that subsequently enter into the ONE JIB Agreement;
And whereas each of the Founding Municipalities and Participating Municipalities 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:
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
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 a 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 22nd day of April, 2024.
Adrian Foster, Mayor
June Gallagher, Municipal Clerk
Written approval of this by-law was given by Mayoral Decision MDE-2024-004 dated
April 22, 2024.
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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 some information as Treasurer above
Name:
Phone Number:
Email:
Extension:
*Primary day-to-day contact should have a comprehensive understanding of your Municipality's
financial position and investment needs.
1
Revised ONE JIB 11-29-2023
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
Revised ONE JIB 11-29-2023
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
Section 3 — Investment Objectives and Risk Tolerance
This section of the MCQ asks about your Municipality's MoneythatitDoes 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 /
Capital preservation is the main
Small chance of loss
Less than 5% decline
return
objective.
of capital over a 5-
year
Willingness to accept
period
lower returns to reduce the likelihood of
losses.
Moderate risk
Balanced growth (combination of growth
Moderate chance of
5-15% decline
/ return
and income) is the main objective.
loss of capital over
a 5-year period
®
Willingness to accept moderate level of
risk to achieve moderate growth
without excessive risk to capital.
Higher risk /
Growth of capital is the main objective.
Higher risk of loss
More than 15%
return
of capital over a 5-
decline
Willingness to accept higher risk,
year
including risk of loss of capital, for
period
potentially higher returns.
* 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.
Revised ONE JIB 11-29-2023
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
Revised ONE JIB 11-29-2023
Attachment 4 to Report FSD-015-24
Summary of Money not Required Immediately for Investment Planning Purposes
Example
Investment Horizon of M N R I
Reserve Name or Brief Description or Purpose
Total MNRI
Less than 3 to 5
5 to 10 10+
Category
Amount
3 years years
years 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
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
0
0
0
0
0
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.
6
19721423.2
Attachment 4 to Report FSD-0'
OIL
INVESTMENT Municipal Client Questionnaire (MCQ}
11. If your Municipality has completed a capital budget forecast, how many years does this forecast extend?
Less than 3 years 3-5 Years 1:1 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 1:1 3-5 Years 1:1 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
19721423.2
01��F
INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
8
19721423.2
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
Value*
(M M/DD/YY)
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 +
0
B)
In -Kind securities (Bonds, GICs, PPNs etc.) as
of Date (C)
Total Current MNRI, expected contributions
0
to MNRI and In -Kind securities (A + B + C)
LDC securities as of Date (D)
Total Municipal MNRI, In -Kind securities and
0
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 S 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.
19721423.2
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INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
PPN
CIBC
$5,000,OOG
N/A
February 2030
Blue Chip Growth
Deposit Notes, Series
12
SAMPLE London 3.2% May
Bond
N/A
$1/000,000
$1,098,000
May 9, 2026
9, 2026
SAMPLE Canada 21/1 July 2,
Bond
N/A
$2,000,000
$1,945, 000
July 2, 2028
2028
Security/Investment
Type
Manager/Institution
Book Value
Market Value
Maturity Date (If
applicable)
Other information or comments (if applicable)
1C
19721423.2
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INVESTMENT
Section 7 — Other Information
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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
11
19721423.2
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INVESTMENT
If yes, please specify
Section 9 —Acknowledgement
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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 120
Name and Signature of Treasurer Second Signature (if Required)
12
19721423.2
OI�1E
INVESTMENT
Attachment 4 to Report FSD-0'
Municipal Client Questionnaire (MCQ}
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 120.
Name and Signature of Treasurer Second Signature (if required)
13
19721423.2
Clarington
Council Policy
If this information is required in an alternate format, please contact the Accessibility
Coordinator at 905-623-3379 ext. 2131
Number:
CP-011
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:
April 22, 2024
Revised Date:
Applicable to:
Finance and Technology
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). It 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 2024-016 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. In 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
Page 1 of 24
Clarington
Council Policy
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Coordinator at 905-623-3379 ext. 2131
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:
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.
Page 2 of 24
Clarington
Council Policy
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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.
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").
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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.
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 to 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 which 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.
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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.
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
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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 the 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
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, diligence
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.
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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.
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.
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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;
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.
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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 portfolio 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 5.37.
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.
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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
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.
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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
institutions. Investments issued or guaranteed by approved institutions will be
permitted by this Policy, as deemed eligible by Ontario 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:
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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.
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:
Short Term Preservation of Low Risk 3-4 years
Capital
Medium Term Contributions Moderate Risk 5-10 years
towards capital
projects, mitigating
inflation impacts
and meeting target
funding
requirements
Long Term Contributions Moderate to > 10 Years
towards capital Moderate High
projects, mitigating Risk
and meeting target
funding
requirements.
Emphasis on long
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term inflation
adjusted growth
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
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.
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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 Municipality.
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. In 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.
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
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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 11 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 investments
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.
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
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employees, human rights, and the communities 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 results
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.
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
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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.
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Administrative Policies
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 periodic
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.
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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
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
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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;
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.
Page 21 of 24
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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
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 5.9 by, or under the direction of, the Treasurer;
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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.
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 1).
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,
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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 as
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)
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
April 22, 2024
Updated Policy name
Council
April 22, 2024
Prudent Investment adoption
Council
Page 24 of 24
March 4, 2024
MASTER COPY
Between
ONE JOINT INVESTMENT BOARD
and r
ONE INVESTMENT
and
Each of the Municipalities Listed in Schedule A hereto
(PARTICIPATING MUNICIPALITIES)
29
and
[NAME OF MUNICIPALITY]
THE APPLICANT MUNICIPALITY
Approved on May 19, 2020
Dated as of July 2, 2020
As updated to December 15, 2023
201941 10.3
Table of Contents
Page
Section 1 - INTERPRETATION.........................................................................................................................2
1.01
Definitions...........................................................................................................................2
1.02
Governing Law.....................................................................................................................5
1.03
Headings and Table of Contents.........................................................................................5
1.04
Number and Gender...........................................................................................................
5
1.05
Severability..........................................................................................................................5
Section 2 - ONE
JOINT INVESTMENT BOARD................................................................................................5
2.01
Appointment.......................................................................................................................5
2.02
Exclusive Appointment.......................................................................................................5
2.03
Delegation...........................................................................................................................6
2.04
Acceptance..........................................................................................................................6
2.05
Acceptance by Participating Municipalities........................................................................6
Section 3 - DUTIES OF ONE JIB......................................................................................................................6
3.01
Duties..................................................................................................................................6
3.02
Engagement of Agents........................................................................................................
6
3.03
Role of ONE Investment......................................................................................................7
3.04
Monitoring Performance....................................................................................................7
3.05
Further Authorizations........................................................................................................7
3.06
OCIO Offering......................................................................................................................8
Section 4 - REPRESENTATIONS AND WARRANTIES........................................................................................8
4.01
Representations and Warranties of Applicant Municipality...............................................8
4.02
Representations and Warranties of Participating Municipalities.......................................8
4.03
Representations and Warranties of Founding Municipalities.............................................9
4.04
Representations and Warranties of ONE JIB.......................................................................9
4.05
Representations and Warranties of ONE Investment.........................................................9
Section 5 - INVESTMENT POLICY AND INVESTMENT PLAN.........................................................................10
5.01
Investment Policy..............................................................................................................10
5.02
Investment Plan................................................................................................................11
5.03
Amendments.....................................................................................................................11
5.04
Additions and Withdrawals of Money and Investments...................................................12
Section6 - AGENTS
......................................................................................................................................13
6.01
Authority...........................................................................................................................13
6.02
Administrator . ...................................................................................................................
13
201941 10.3
Table of Contents
(continued)
Page
6.03
Custodian..........................................................................................................................14
6.04
External Portfolio Managers.............................................................................................14
6.05
No rights to assets.............................................................................................................14
Section 7 - COMPOSITION AND GOVERNANCE OF ONE JIB........................................................................14
7.01
Appointment and Term of Members................................................................................14
7.02
Prohibition re Membership...............................................................................................14
7.03
Municipal Treasurers.........................................................................................................15
7.04
Procedural and Other Matters Relating to ONE JIB..........................................................15
7.05
Paramountcy.....................................................................................................................15
Section8 - REPORTING
................................................................................................................................15
8.01
Annual Investment Report................................................................................................15
8.02
Compliance Reporting.......................................................................................................16
Section 9 - FEES
AND EXPENSES..................................................................................................................16
9.01
Fees and expenses............................................................................................................16
9.02
Fees Payable to Agents.....................................................................................................16
Section 10 - STANDARD OF CARE AND LIMITATION OF LIABILITY...............................................................16
10.01
Standard of Care...............................................................................................................16
10.02
Limitation on liability.........................................................................................................16
10.03
Indemnification.................................................................................................................16
10.04
Performance of Trusts.......................................................................................................17
10.05
Where IPS Imprudent.......................................................................................................17
Section 11 - COMPLAINTS HANDLING.........................................................................................................17
11.01
Initial Complaints..............................................................................................................17
11.02
Escalation..........................................................................................................................18
Section 12 - AMENDMENTS TO THE AGREEMENT......................................................................................18
12.01
Amendments not Requiring Approval of Participating Municipalities .............................18
12.02
Amendments Requiring Approval of Participating Municipalities....................................19
12.03
Restatements....................................................................................................................20
Section 13 - WITHDRAWAL
.........................................................................................................................20
13.01
Withdrawal from ONE JIB by Regulation..........................................................................20
13.02
Withdrawal from ONE JIB by a Participating Municipality that is not a Founding
Municipality.......................................................................................................................
20
13.03
Withdrawal from ONE JIB by a Founding Municipality.....................................................20
201941 10.3
Table of Contents
(continued)
Page
13.04 Procedures re Withdrawal................................................................................................21
Section 14 - DIRECTIONS, INSTRUCTIONS AND NOTICES............................................................................21
14.01 Certificate re Authorized Persons.....................................................................................
21
14.02 Reliance on Authorized Persons.......................................................................................22
14.03 Reliance on Experts and Others........................................................................................22
Section 15 - TERM AND TERMINATION.......................................................................................................23
15.01 Termination of Agreement................................................................................................23
15.02 Participating Municipalities may not Dissolve ONE JIB.....................................................23
Section16 - GENERAL.................................................................................................................................23
16.01 Notice................................................................................................................................23
16.02 Application of the Municipal Affairs Act...........................................................................
24
16.03 Further action...................................................................................................................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 Legislation............................................................................32
3.2 Member Responsibility to Comply with Act and Regulation............................................33
3.3 Enumerated Duties...........................................................................................................33
3.4 ONE JIB Reports to the Participating Municipalities.........................................................34
3.5 ONE JIB Reports to the Municipal Treasurer.....................................................................34
3.6 ONE JIB Reports to Securities Regulatory Authorities......................................................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 Qualification......................................................................................................................35
201941 10.3
Table of Contents
(continued)
Page
4.3
Appointment of Members and Nominating Committee...................................................36
4.4
Consent.............................................................................................................................36
4.5
Adherence to Code of Conduct.........................................................................................36
4.6
Vacancies of Office............................................................................................................37
4.7
Resignations......................................................................................................................37
4.8
Removal of Member.........................................................................................................38
4.9
Terms.................................................................................................................................38
4.10
Orientation and Continuing Education.............................................................................38
4.11
Chair and Vice-Chair..........................................................................................................38
4.12
Committees.......................................................................................................................39
4.13
Self Assessments...............................................................................................................39
5.
MEETINGS OF ONE JIB.........................................................................................................................40
5.1
Calling and Place of Meetings...........................................................................................40
5.2
Notice of Meeting.............................................................................................................40
5.3
Persons Entitled to Participate..........................................................................................40
5.4
Conduct of Meetings.........................................................................................................40
5.5
Minutes of the Meetings and other Records....................................................................40
6.
CONFLICTS OF INTEREST.....................................................................................................................41
6.1
Application 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
Indemnification.................................................................................................................
42
7.3
Liability..............................................................................................................................42
7.4
Insurance...........................................................................................................................
42
8.
FEES AND EXPENSES............................................................................................................................43
8.1
Compensation...................................................................................................................43
8.2
Reimbursement of Expenses............................................................................................43
9.
CONFIDENTIALITY
................................................................................................................................43
9.1
Maintaining Confidentiality..............................................................................................43
9.2
Public Statements and Dealing with Media......................................................................44
10.
AMENDMENTS....................................................................................................................................44
10.1
General..............................................................................................................................44
iv
201941 10.3
Table of Contents
(continued)
Page
10.2 Amendments.....................................................................................................................44
10.3 Electronic Delivery............................................................................................................45
10.4 Computation 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
SCHEDULED FEES AND EXPENSES..............................................................................................................77
v
201941 10.3
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 Municipalities Listed in Schedule A hereto
and
[NAME OF MUNICIPALITY]
THE APPLICANT MUNICIPALITY
RECITALS:
A. ONE Joint Investment Board was established by the Founding Municipalities as a Joint Investment
Board under section 202 of the Municipal Act, 2001 (the Act) and in accordance with Part II of
Ontario Regulation 438/97 (the Regulation);
B. The Regulation provides that ONE Joint Investment Board (ONE JIB) is a joint municipal service
board established under section 202 of the Act for the purposes of Part II of the Regulation;
C. The Founding Municipalities have entered into the Initial Formation 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 section
418.1 of the Act, and in connection therewith, the Applicant Municipality proposes to pass a by-
law (the Prudent Investor Enabling By-law) to have section 418.1 of the Act apply to it;
E. Under the Regulation, the Applicant Municipality, provided that it is not a Founding Municipality,
must have entered into an agreement with the parties hereto before the day that the Applicant
Municipality passes its Prudent Investor Enabling By-law;
F. ONE JIB is committed to performing its duties and responsibilities in a manner that is consistent
with the Municipal Legislation, as defined below;
20194110.3
NOW THEREFORE, in consideration of the mutual covenants of the parties hereto, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties,
the parties hereto agree as follows:
SECTION 1 - INTERPRETATION
1.01 Definitions.
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.
2
20194110.3
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
3
20194110.3
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;
ONEJIB means the ONE Joint Investment Board, established by the Founding Municipalities as a
Joint Investment Board under Part 11 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;
PaymentServicer 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;
4
20194110.3
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.
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2.03 Delegation.
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 Participating Municipalities.
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 Duties.
ONE JIB shall have the following duties and responsibilities in connection with investing for and
on behalf of the Participating Municipalities:
(a) review the Participating Municipality's IPS, and at the request of the Participating
Municipality, provide advice and recommendations with respect thereto;
(b) adopt and maintain an Investment Plan for the Participating Municipality in accordance
with the terms hereof;
(c) engage one or more Administrators, Custodians, Payment Servicers, External Portfolio
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 Participating Municipality as required by the Act and the Regulation.
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
written agreement with the Agent; and
(c) a requirement that the Agent comply with any reasonable directions 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 directions should be provided to the Agent or whether the Agent's
appointment should be revoked; and
(d) providing directions to the Agent or revoking the appointment if ONE JIB considers it
appropriate to do so.
3.05 Further Authorizations.
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 Representations and Warranties 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 written 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 Section 16.01.
(b) it has taken all actions necessary to authorize it to enter into this Agreement, including
passing an Authorizing By-law substantially in the form attached hereto as Schedule B
(which Authorizing By-law also constitutes the Applicant Municipality's Prudent Investor
Enabling By-law); and
(c) under Section 8 of the Applicant Municipality's Authorizing By-law its treasurer has been
authorized to determine the Applicant Municipality's Prudent Effective Date in
consultation with ONE Investment and to enter into an agreement with ONE Investment
confirming its Prudent Effective Date (after the Applicant Municipality has entered into
this Agreement and after it has been signed by ONE JIB and by ONE Investment) at which
time the Applicant Municipality shall be deemed to be a Participating Municipality under
this Agreement.
4.02 Representations and Warranties of Participating Municipalities.
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 actions necessary to authorize it to enter into this Agreement, including
passing such Authorizing By-law as the Participating Municipality has deemed necessary
(which Authorizing By-law can also constitute the Participating 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
Participating Municipality's Authorizing By-law) under which section 418.1 of the Act
applies to it as of the specified Prudent Effective Date, and such Prudent Investor Enabling
By-law is in full force and effect; and
(c) this Agreement constitutes a valid and binding obligation of such Participating
Municipality.
4.03 Representations and Warranties of Founding Municipalities.
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 actions 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 section 418.1 of the Act
applied to it as of the Prudent Effective Date set out therein; and
(c) this Agreement constitutes a valid and binding obligation of such Municipality.
4.04 Representations and Warranties 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 Municipalities as a Joint Investment Board which
meets the requirements of the Act and the Regulation;
(b) it has taken all actions necessary to authorize it to enter into this Agreement;
(c) this Agreement constitutes a valid and binding obligation of ONE JIB; and
(d) on the date of the Applicant Municipality's Authorizing By-law, all other Participating
Municipalities are parties to this Agreement.
4.05 Representations and Warranties 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 corporation formed by LAS and CHUMS for the
purpose of facilitating the ONE Investment Offering;
(b) it has taken all actions necessary to authorize it to enter into this Agreement; and
(c) this Agreement constitutes a valid and binding obligation of ONE Investment.
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SECTION 5 - INVESTMENT POLICY AND INVESTMENT PLAN
5.01 Investment Policy.
(a) Without limiting the provisions of Section 4.01, the Applicant Municipality acknowledges
that in the formulation 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 addition to any other criteria that are relevant in the
circumstances, the following:
(1) general economic conditions;
(2) the possible effect of inflation or deflation;
(3) the role that each investment or course of action plays within the Applicant
Municipality's portfolio of investments;
(4) the expected total return from income and the appreciation of capital; and
(5) needs for liquidity, regularity of income and preservation or appreciation of
capital.
(b) The Applicant Municipality confirms that its IPS has been arrived at after careful
consideration 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) objectives for return on investment and risk tolerance; (ii)
need for liquidity including, for greater certainty, anticipated needs for funds for planned
projects and needs to have funds available for unanticipated contingencies; and (iii) other
requirements with respect to investment matters 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 preparation of its IPS, including through consultations with ONE JIB or
ONE Investment, the Applicant Municipality acknowledges and agrees that its IPS, and
the entire 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 Participating Municipality, shall provide written notice to
the board secretary of ONE JIB (the Secretary of ONE JIB) of any amendment or
modification to its IPS. ONE JIB shall be under no obligation to make investments for an
Applicant Municipality, as a Participating Municipality, other than in accordance with its
written IPS and any amendments thereto made in writing and notified to ONE JIB as
provided herein.
(d) Where ONE JIB in its sole discretion determines that the IPS of a Participating Municipality
is inconsistent with the obligations of the Participating 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 Section 5.01 (d), ONE Investment shall promptly notify the
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Participating Municipality. In these circumstances, upon sending such notice, ONE JIB
shall thereupon be relieved of its duties and obligations as set out in Section 10.05.
5.02 Investment Plan.
(a) Without limiting the provisions of Section 3.01, ONE JIB acknowledges that the applicable
Investment Plan, adopted and maintained by ONE JIB in respect of the Applicant
Municipality, as a Participating 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 projections of the proportions of such municipality's portfolio 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
Section 16.01.
(b) Amendments to the Applicant Municipality's Investment Plan shall only be made as set
out in Sections 5.03 and 5.04.
5.03 Amendments.
(a) ONE JIB and the Applicant Municipality acknowledge that under subsection 18(4) of the
Regulation, the council of the Applicant Municipality is required to review, and if
necessary, update the IPS of the Applicant Municipality, as a Participating Municipality, at
least annually (the Annual Policy Review). In connection with such Annual Policy Review,
ONE JIB may make recommendations to such municipality to amend, modify, supplement,
restate or replace its IPS. The treasurer of the Applicant Municipality, as a Participating
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 observations 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 practicable and in any event within 15 days of approval
by the municipality's council.
(b) ONE JIB and the Applicant Municipality acknowledge that under subsection 19(3) of the
Regulation, ONE JIB is required, following the Annual Policy Review, to review, and if
necessary, update the Investment Plan of the Applicant Municipality, as a Participating
Municipality (the Annual Plan Review). ONE JIB shall, within a reasonable period of time,
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 completion
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 addition to amendments made as a result of the Annual Policy Review, the parties
acknowledge that the Applicant Municipality, as a Participating 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 Section 5.04, at any time and from time to time by action
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
Section 5.04.
(d) Notice of any amendment to the IPS of an Applicant Municipality, as a Participating
Municipality (other than amendments made as a result of the Annual Policy Review), shall
be given in writing to the Secretary of ONE JIB or to such other person as ONE JIB may
direct as soon as practicable following authorization or adoption. 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 Action) that affects or purports to
affect the IPS. ONE JIB has no obligation to take notice of any such Council Action, whether
or not it was widely publicized, and no obligation to assess the validity of any Council
Action. ONE JIB shall under no circumstances be deemed to have knowledge of any
amendment to the IPS of a municipality or of any Council Action unless and until written
notice thereof has been provided to ONE JIB by the treasurer of the Participating
Municipality in accordance with Section 5.03(a), Section 5.03(c), or Section 5.03(d) and
the notice provisions set out in Section 16.01.
(e) On receipt of a notice of amendment to the IPS, where ONE JIB considers in its discretion
that an update or modification 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
modification shall be made and implemented as soon as reasonably practicable, having
regard to prevailing economic and market conditions. A copy of any such updated or
modified Investment Plan shall be provided to the treasurer of the Participating
Municipality.
(f) Despite any other provision hereof, ONE JIB may make such minor amendments to the
Investment Plan of an Applicant Municipality, as a Participating Municipality, as it may
consider to be necessary or desirable for the more efficient or effective administration of
the assets held in such municipality's Investment Accounts, provided that following such
minor amendment, the Investment Plan continues to be consistent with such
municipality's IPS.
5.04 Additions and Withdrawals of Money and Investments.
(a) The Applicant Municipality's IPS referenced in Section 5.01 shall include the Applicant
Municipality's criteria for identifying 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
Participating Municipality, to make contributions to the Investment Accounts in
accordance with its IPS. The treasurer of the Applicant Municipality, as a Participating
Municipality, shall provide ONE JIB with notice of such contributions, and follow such
procedures and protocols in connection therewith, as ONE JIB may prescribe from time
to time.
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(b) The Applicant Municipality, as a Participating Municipality, may from time to time 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 written notice has been
provided to the Secretary of ONE JIB or other authorized person, in form satisfactory to
ONE JIB. Without limiting the foregoing, ONE JIB shall have no obligation to return
Managed Assets or part thereof to the Applicant Municipality unless a minimum of 30
days' prior written notice of any request for withdrawal, in form and substance
satisfactory to ONE JIB, has been provided to ONE JIB, which notice period may be waived
by ONE JIB in its discretion.
(c) Notwithstanding Section 14.01, ONE JIB shall not be obliged to comply with any notice
referred to in paragraphs (a) and (b) of Section 5.04 unless received in writing and signed
by the treasurer of the Participating Municipality.
(d) In all circumstances in which the Applicant Municipality, as a Participating Municipality,
anticipates 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 liquidation where necessary and timely transfer of
Managed Assets or proceeds thereof.
(e) Notwithstanding Section 5.04(b), if the aggregate dollar amount of the Managed Assets
requested to be returned by a Participating Municipality is so large as to risk causing
prejudice to other Participating Municipalities or requires additional time to effect an
orderly liquidation, ONE JIB, ONE Investment and the Participating Municipality shall work
together to extend the period for the return so that any negative effects of sudden or
untimely liquidation are adequately ameliorated.
(f) In extraordinary circumstances, including dislocated capital markets, acts of God, war,
terrorism and the like which prevent normal trading operations in securities markets, or
result in the suspension of trading in securities markets, ONE JIB may, in the exercise of
its fiduciary obligations, decline to or delay the return of all or a portion of a Participating
Municipality's requested Managed Assets. Any Managed Assets not so returned shall be
returned as soon as practicable on the cessation 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 Portfolio Managers.
With respect to
(a) Registration - ONE JIB will not enter into an Investment Program Agreement with an
External Portfolio Manager unless the Investment Program Agreement requires the
External Portfolio Manager to maintain at all times its status in Ontario as a registered
portfolio manager, unless the External Portfolio 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 Portfolio Manager unless the Investment Program Agreement requires the
External Portfolio Manager to maintain, in full force and effect, bonding or insurance in
such amounts and of such types as are required from time to time by regulatory
authorities and consistent with industry best practice.
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 Prohibition 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 Section 7.03, an officer or employee of a Participating Municipality;
(b) a member of council of a Participating Municipality.
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7.03 Municipal Treasurers.
(a) Municipal treasurers are to be represented on ONE JIB as permitted by the Regulation. To
give effect to such representation, up to 25% of the membership of ONE JIB shall be
reserved for Municipal Treasurer Representatives. ONE JIB and ONE Investment, in
consultation with Participating Municipalities, shall nominate individuals to serve as
Municipal Treasurer Representatives. Such individuals must hold the office of treasurer
or duly appointed deputy treasurer of a Participating Municipality. ONE JIB and ONE
Investment shall work in good faith with the Participating Municipalities to give voice to
the concerns of municipal treasurers through appropriate Municipal Treasurer
Representatives.
(b) In the event that an individual serving as a Municipal Treasurer Representative is a
treasurer or duly appointed deputy treasurer of a Participating Municipality, and such
Participating Municipality withdraws from ONE JIB pursuant to Section 13, such individual
shall be deemed to have resigned as a Member of ONE JIB effective the date of the
Participating Municipality's withdrawal. Provided however, that if such individual has
been appointed as the treasurer or duly appointed deputy treasurer of another
Participating Municipality prior to or at the time of the effective date of withdrawal, and
such Participating Municipality agrees, the individual may continue to serve as a
Municipal Treasurer Representative.
7.04 Procedural and Other Matters Relating 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 Reporting.
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. I
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 Limitation 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 Indemnification.
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 Initial 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 Escalation.
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 Participating Municipalities.
(a) ONE JIB may, without the approval of, or notice to the Participating Municipalities, but
subject to Section 12.01(b) and Section 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 corrections, including the rectification of any
ambiguities, defective provisions, errors, mistakes, or omissions that are, in the
opinion of ONE JIB, necessary or desirable and not prejudicial to the Participating
Municipalities;
(2) are intended to ensure compliance with applicable laws, regulations or policies
affecting the Participating Municipalities 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 Section 12.01(b)(3);
(4) are intended to provide additional protection to the Participating Municipalities;
(5) are necessary to reflect a change that, in the reasonable opinion of ONE JIB is
reasonable, necessary, or appropriate to enable the Participating Municipalities
to take advantage of, or not be detrimentally affected by, changes in the Income
Tax Act or other taxation laws; or
(6) are intended or are necessary to facilitate efficient or cost effective
administration 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 Participating Municipalities under
Section 12.02 shall be made in accordance with Section 12.02,
(2) amendments relating to an update or modification of a Participating
Municipality's IPS or Investment Plan shall be made in the manner set out in
Section 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 Section 7.04;
(c) Subject to Section 12.01(a) and Section 12.02, any other amendment may be made by
ONE JIB and shall take effect after not less than 60 days' prior written notice of such
amendment has been given to the treasurers of the Participating Municipalities including,
without limitation, amendments to fees and expenses made in accordance with Section
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 Participating Municipality, and the corresponding
amendment to Schedule A hereto, may be made at the sole discretion of ONE JIB without
prior notice to or the consent of any Participating Municipality.
(e) Subject to the foregoing, in its annual report to each Participating Municipality ONE JIB
shall provide a description of any material amendments made to the Agreement in the
year to which the report relates and ONE JIB shall, at its sole discretion, determine
whether an amendment is material for this purpose.
12.02 Amendments Requiring Approval of Participating Municipalities.
(a) No amendment to this Agreement may enlarge the power or authority of ONE JIB in a
manner inconsistent with the Act or the Regulation.
(b) Any amendment to this Agreement (including any schedule hereto) which under
applicable law requires the approval of some or all of the Participating Municipalities shall
be effective upon ONE JIB's receipt of approvals in writing from the percentage of
Participating Municipalities prescribed by the applicable law and the written approval
signed by the treasurers of the Participating Municipalities 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 Section 16.01;
(c) Any amendment to this Agreement made under this Section 12.02 shall only be effective
upon written notice to all Participating Municipalities regardless of whether a
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Participating Municipality was included in the Participating Municipalities who provided
the necessary approval. The form and substance of such notice 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 Regulation.
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 Participating 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 municipalities investing through that
Investment Board to invest through that Investment Board;
(b) entered into an agreement with the municipalities that have established a Joint
Investment Board, that Joint Investment Board and any other municipalities investing
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 municipalities
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 Participating Municipality's powers to make the investments; and
(e) the Participating Municipality's duties under section 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 Municipalities 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 municipalities 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 duties under section 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 Certificate 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 application by any Participating Municipality of any part of its
Managed Assets so long as payments to the Participating Municipality have been
made in accordance with written directions of such Participating 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 liabilities in respect of a Participating Municipality; or
(3) the compliance by any Participating Municipality with the Act, the Regulation or
any Municipal Legislation with respect to the formulation, adoption, or
amendment of its IPS, or any decision with respect to additions or contributions
to the Managed Assets or withdrawals from the Managed Assets or any other
determination as to monies or investments which constitute Managed Assets;
(b) be fully protected in acting upon any instrument, certificate or other writing 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 investigation or inquiry as to any statement contained in
any such writing but may accept the same as conclusive evidence of the truth and
accuracy of the statements therein contained; and
(d) be entitled to decline to take any actions unless it has clear instructions.
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 Termination 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 municipalities investing through that
Investment Board to invest through that Investment Board;
(b) entered into an agreement with the municipalities that have established a Joint
Investment Board, that Joint Investment Board and any other municipalities investing
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 municipalities
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 duties under section 418.1 of the Act.
15.02 Participating Municipalities 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 Notice.
(a) Address for notices. Any notice or other communication required or permitted to be
given under this Agreement shall be in writing and shall be delivered or sent by registered
mail, postage prepaid or email to the addresses or facsimile numbers set out in Schedule
A in respect of each Participating Municipality and in the case of ONE JIB or ONE
Investment to:
ONE Joint Investment Board
155 University Ave., Suite 800
Toronto, ON M5H 3137
Attention: The Secretary with copy to the Chair
email: secretary@oneinvestment.ca
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ONE Investment
155 University Ave., Suite 800
Toronto, ON M51-1 3137
Attention: 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) Effective date. Any such notice or other communication shall be deemed to have been
given and received, if delivered, on the day of delivery (or, if the day is not a Banking Day,
on the next following 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 notice or other communication
shall be delivered and not sent by mail.
16.02 Application 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 action.
Each party shall at all times promptly execute and deliver and cause to be executed and delivered
such documents and take and cause to be taken such action as may be necessary or appropriate
to give effect to the provisions of this Agreement.
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 parties have executed this Agreement on the dates set out below.
[MUNICIPALITY]
DATE:
BY:
(Signature)
(Print Name)
ONE JOINT INVESTMENT BOARD
r
DATE:
BY:
(Signature)
(Print Name)
ONE INVESTMENT
BY:
(Signature)
(Print Name)
BY:
(Signature)
(Print Name)
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20194110.3
COUNTERPART OF
ONE JOINT INVESTMENT BOARD AGREEMENT
BY: [INSERT FULL LEGAL NAME OF APPLICANT MUNICIPALITY]
DATE:
BY: [HEAD OF COUNCIL]
BY:
(Signature)
(Print Name)
v
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201941 10.3
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 Bracebridge
1000 Taylor Court
Bracebridge, ON P1L 1136
ATTN: Director of Finance/Treasurer
Phone: (705) 645-6319 x262
Town of Innisfil
2101 Innisfil Beach Rd.
Innisfil, ON L9S 1A1
ATTN: Manager, Legal & Clerk Services/Clerk
Phone: (705) 436-3740 x1401
Email: (parkin@innisfil.ca
City of Kenora
1 Main Street South
Kenora, ON P9N 3X2
ATTN: Treasurer `
Phone: (807) 467-2013
1� ,,OF
The Corporation of the City of Quinte West
7 Creswell Drive
Trenton, ON K8V 5R6
ATTN: Director of Finance/Treasurer
Town of Whitby
575 Rossland Rd. E.
Whitby, ON L1N 2M8
ATTN: Commissioner,
Corporate Services/Treasurer
Phone: (905) 430-4314
27
Town of Aylmer
46 Talbot Street West
Aylmer, ON N5H 1J7
ATTN: Director of Financial Services/Treasurer
Phone: (519) 773-3164 x4919
Town of Huntsville IRRI&
37 Main St. East
Huntsville, ON P1H 1A1
ATTN: Manager of Finance/Treasurer
Phone: (705) 789-1751 x2251
Municipality of Neebing
4766 Highway 61
Neebing, ON P7L OB5
ATTN: Clerk -Treasurer
Phone: (807) 474-5331
The District Municipality of Muskoka
70 Pine Street
Bracebridge, ON P1L 1N3
ATTN: Commissioner,
Finance & Corporate Services
Phone: (705) 645-2100 x4255
City of Thunder Bay
500 Donald Street E.,
Thunder Bay, ON P7E 5K4
ATTN: City Clerk
Phone: (807) 625-2236
201941 10.3
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 Corporation of
the XXXX or Upper -tier 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 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 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
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"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 under 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 to 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 of the other municipalities that subsequently enter into
the ONE JIB Agreement;
AND WHEREAS each of the Founding Municipalities and Participating Municipalities 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 ("UP") 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;
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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 CORPORATION OF THE MUNICIPALITY OF XXXX, HEREBY ENACTS
AS FOLLOWS:
1. The Municipality ratifies, confirms and approves the completion and execution by the treasurer
of the Municipal Client Questionnaire 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 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.
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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 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 a 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 [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 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.
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 Municipalities to invest, on
behalf of each Founding Municipality, money that the Founding Municipalities do not require
immediately and to invest money that is not required immediately on behalf of other Ontario
municipalities (such other Ontario municipalities, together with the Founding Municipalities, called
the "Participating Municipalities") 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 Regulation.
Each member of ONE JIB ("Member") has a duty to manage and to direct the management of the
investments of the Participating Municipalities over which ONE JIB has been given management and
control in accordance with the Act and the Regulation.
ONE JIB is a joint municipal service board established under section 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 Section 2, or unless the context otherwise requires, defined terms
used herein have the meanings ascribed to such terms in the Agreement. In addition to the defined
terms found in Section 1.01 of the Agreement, these Terms of Reference repeat the definition for
"Act" and contain the following additional defined terms:
"Act" means the Municipal Act, 2001, S.O. 2001, c. 25, as amended from time to time;
"Closed Meeting Investigator" means an individual appointed as the closed meeting investigator in
accordance with the requirements of the Act.
"Code of Conduct" means the code of conduct applicable to Members in accordance with the Act,
attached 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 interpretation set out in the Agreement apply equally to these Terms of Reference.
3. DUTIES AND RESPONSIBILITIES
3.1 Compliance with Municipal Legislation
ONE JIB shall conduct its business and discharge its responsibilities in accordance with the Act and any
other applicable provisions found in Municipal Legislation.
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As a joint municipal service board established under section 202 of the Act, ONE JIB is required to
adopt a procedure by-law.
As a joint municipal service board established under section 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 section 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 meeting investigator. The Integrity Commissioner and the Closed Meeting
Investigator shall be appointed or engaged in accordance with the process set out in Exhibit E.
3.2 Member Responsibility to Comply with Act and Regulation
Each Member shall perform the functions mandated by, and otherwise comply with, the Act and the
Regulation, other applicable legislation including securities legislation and these Terms of Reference.
If it is apparent that a Member has failed to comply with the Act, the Regulation, other applicable
legislation 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 Participating 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 time, can
reasonably be expected to result in (i) the Member being subject to regulatory sanction or discipline;
(ii) damage or economic loss, including by way of opportunity cost, to a Participating Municipality; (ii)
damage to the reputation of ONE JIB or ONE Investment; or (iv) any detrimental effect on the ability
of ONE JIB to function effectively.
3.3 Enumerated Duties
ONE JIB shall perform such services, and have such duties and responsibilities, as may be provided in
the Act and the Regulation and as the Participating Municipalities may determine and assign to ONE
JIB from time to time, including the following:
(a) Review the Participating Municipality's Investment Policy, and at the request of the
Participating Municipality, provide advice and recommendations with respect thereto,
including the Participating Municipality's investment objectives and strategies;
(b) Adopt and maintain an Investment Plan for the Participating Municipality in accordance with
the Act and the Regulation and consistent with the Participating Municipality's Investment
Policy;
(c) Engage one or more Administrators, Custodians, Payment Servicers, External Portfolio
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 Participating Municipality as required by the Act and the Regulation;
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(f) Provide advice and observations to each Participating Municipality and its council regarding
economic developments including matters affecting the business outlook, the investment
environment and similar matters to assist the Participating Municipality and its council in
assessing investment performance and planning;
(g) Review and provide input on investment objectives, policies and procedures and appropriate
risk management and mitigation measures with respect to the Participating Municipality's
investments;
(h) Review and monitor the investment performance of the Participating Municipality's
investments, including selection of or recommendations as to appropriate benchmarks, peer
group and similar metrics; and
(i) Provide advice and recommendations with respect to such other matters as may be requested
from time to time by ONE Investment or a Participating Municipality.
3.4 ONE JIB Reports to the Participating Municipalities
ONE JIB shall, within 90 days of the end of the financial year of the Participating Municipality, prepare
and deliver to the council of the Participating Municipality (to the attention of the Treasurer), an
investment report (the "Annual Investment Report") prepared in accordance with the Regulation that
contains:
(a) a statement about the performance of the Participating Municipality's Managed Assets during
the period covered by the report;
(b) a statement by the Treasurer of the Participating Municipality as to whether or not, in the
opinion of the Treasurer, all investments making up the Managed Assets are consistent with
the Participating Municipality's Investment Policy and Investment Plan; and
(c) such other information related to or incidental to the foregoing that the council of the
Participating Municipality may reasonably require.
Prior to finalizing the Annual Investment Report, ONE JIB shall provide a draft report to the Treasurer
of the Participating Municipality and shall consider any comments on such draft report made by the
Treasurer of the Participating Municipality. Where ONE JIB is requested to provide additional
information as contemplated herein, ONE JIB may request that the Participating Municipality prepare
a draft of the report for ONE JIB's consideration and approval.
3.5 ONE JIB Reports to the Municipal Treasurer
ONE JIB shall as soon as practicable notify the Treasurer of a Participating Municipality where the
Managed Assets include an investment which is not consistent with the Participating Municipality's
Investment Policy or Investment Plan. Such notice shall be accompanied by a written report of the
results of any assessment which includes a description of each instance of a breach of the Participating
Municipality's Investment Policy or Investment Plan, of which ONE JIB is aware or has reason to
believe has occurred, and recommendations for any actions ONE JIB considers should be made to
rectify the non-compliance.
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3.6 ONE JIB Reports to Securities Regulatory Authorities
ONE JIB shall, as soon as practicable, notify in writing the Ontario Securities Commission or other
applicable securities regulatory authority where ONE JIB becomes aware of the occurrence of a
material breach of applicable securities legislation applicable to ONE JIB or to ONE Investment. ONE
JIB may also, but is not required to, communicate directly with securities regulatory authorities with
respect to any concerns or issues that it may not otherwise be required to report and any other
matter, but only if it has first communicated its concerns to ONE Investment and to the relevant
Participating Municipality and considered any response received from the Participating 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, acting on the advice
of ONE Investment, to the office of Secretary to ONE JIB and have a reporting relationship with the
Chair of ONE JIB. The Secretary shall advise ONE JIB as to certain procedural and jurisdictional matters,
including those matters specified in the Procedure By -Law, and be responsible to provide such
secretarial, research, clerical and administrative services as ONE JIB may require in the discharge of
its duties. From time to time, ONE JIB, acting 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 duties, ONE JIB may
engage, or seek advice from, at the expense of the Participating Municipalities, 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
compensation and proper expenses for any independent legal counsel and other advisors engaged by
ONE JIB. ONE JIB may retain advisors selectively, and only to assist, not replace, ONE JIB decision
making. Prior to retaining an independent advisor, the Chair of ONE JIB will provide advance notice to
ONE Investment.
4. CONSTITUTION `1%&
4.1 Number and Quorum
ONE JIB shall be comprised of not fewer than seven and not more than [twelve] Members. The
Participating Municipalities 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 constitute
a quorum for the transaction of business at any meeting of ONE JIB.
4.2 Qualification
Each Member shall have such experience and expertise in investment management, risk
management, finance, corporate governance, accounting, law or in such other areas of expertise as
may be determined to be appropriate from time to time by ONE JIB or a committee thereof in
consultation 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 sanctioned or
disciplined by a securities 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 Nominating Committee
The Founding Municipalities have appointed the initial Members. Subsequent Members, including
those appointed to fill vacancies as referred to in Section 4.6, are to be appointed as follows by the
then incumbent Members and with the approval of ONE Investment.
ONE JIB in consultation with ONE Investment may form a nominating committee (the "Nominating
Committee"), made up of no fewer than three and no more than nine persons to identify individuals
to fill vacancies on ONE JIB. The Chair of the Nominating Committee shall be a Member. The other
persons serving on the Nominating Committee need not be Members and may be senior officers of
ONE Investment and/or representatives of the Participating Municipalities. The Nominating
Committee, in recommending a new Member or reappointing 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 prospective Member would bring to ONE JIB.
The then incumbent Members and ONE Investment shall give consideration to individuals nominated
by the Nominating Committee and a new Member shall be appointed with the affirmative vote of a
simple majority of Members, and the approval of ONE Investment. Members may decline to follow
the recommendation of the Nominating Committee, in which case the Chair of ONE JIB may form a
new Nominating Committee.
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 acting as a Member, every Member appointed in accordance with Section 4.3 shall be
deemed to have consented to (a) acting as a Member on the terms and conditions set out herein, and
(b) the public disclosure of the existence of ONE JIB, the names of its Members, the matters reviewed
by ONE JIB, the recommendations of ONE JIB, the compensation and expenses of the Members, and
any other matter that is required to be disclosed pursuant to the terms of applicable legislation and
rules or any decision made under applicable municipal law; provided that the Members, acting
reasonably and promptly following a request, shall be entitled 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 times with the Code of Conduct for Members of ONE JIB, as amended
from time to time.
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4.6 Vacancies of Office
A Member shall cease to hold office:
(a) if the Member dies, resigns by a written resignation received and accepted by the Chair of
ONE JIB in accordance with Section 4.7 or is removed from office in accordance with Section
4.8;
(b) if the Member is a Municipal Treasurer Representative, and is a Treasurer of a Participating
Municipality, and such Participating Municipality withdraws from ONE JIB; provided however,
that if such individual has been appointed as the Treasurer of another Participating
Municipality prior to or at the time of the effective date of withdrawal, and such Participating
Municipality agrees, the individual may continue to serve as a Municipal Treasurer
Representative;
(c) upon the Member accepting 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 acting as a director or officer of any issuer in Canada, subject to any penalties
or sanctions made by a court relating to provincial and territorial securities legislation or a
party to a settlement agreement with a provincial or territorial securities regulatory authority;
(e) if the Member is absent from meetings of ONE JIB for three consecutive regular meetings,
without being authorized to do so by a resolution of ONE JIB;
(f) if the Member's seat on ONE JIB is declared vacant in anyjudicial 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 consecutive
weeks or less if the absence is a result of the Member's pregnancy, the birth of the Member's child or
the adoption of a child by the Member.
If a vacancy occurs on ONE JIB, the Members shall fill the vacancy as soon as practicable and a person
appointed to fill a vacancy shall continue as a Member for the remainder of the term so replaced.
4.7 Resignations
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 reputation of ONE JIB, a material change in employment that may have an adverse effect on
the Member's contribution or effectiveness on ONE JIB or accepting a directorship with a financial
institution or a company which results in the Member becoming subject to a conflict of interest as
described in Section 6.2.
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A Member may resign by notice in writing filed with the Secretary and the Chair of ONE JIB. A
resignation is not effective 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 Section 3.2 or Section 4.6. Removal shall be effected by
instrument in writing delivered to such Member or Members specifying the effective date of such
removal. If a Participating Municipality recommends to ONE JIB that it remove a Member, ONE JIB
shall consider such recommendation, although the final determination shall be in the discretion 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, acting on the recommendation of the Nominating Committee, at the time such
Member is appointed. Staggered terms are permitted. 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 recommendation of the Nominating Committee, agrees to such reappointment.
4.10 Orientation and Continuing Education
ONE Investment and ONE JIB shall provide orientation consisting of educational or informational
programs that enable a new Member to understand: (a) the role of ONE JIB and its Members
collectively; and (b) the role of the individual Member, including the commitment of time and energy
that is expected from the Member. ONE JIB may supplement such orientation, and any orientation
provided by ONE Investment on the nature and operation of municipal finance with such educational
programs that it reasonably deems necessary or desirable. Each Member shall participate in
orientation and continuing education 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 resignation, death, disqualification or removal of the current Chair or of the Vice -Chair. The
Members shall take into account ONE Investment's recommendations, if any, when electing 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, responsibilities and functions of ONE JIB. The Chair's primary functions
are to lead ONE JIB meetings, facilitate the operations and deliberations of ONE JIB, foster
communications among Members, and ensure ONE JIB carries out its responsibilities in a timely and
effective manner. The Chair shall work with the Secretary, who shall act as board secretary of ONE JIB
and set agendas and circulate meeting materials for ONE JIB meetings in accordance with the
Procedure By-law, and shall be ONE JIB's primary contact with ONE Investment in preparing for
meetings. On an ongoing basis, the Chair shall assess whether ONE JIB has appropriate administrative
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 resolution, appoint a Member to act in the place of the Chair or other
Member designated to preside at meetings in ONE JIB's Procedure By-law when the Chair or
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designated Member is absent or refuses to actor the office is vacant, and while so acting such Member
has all of the powers and duties of the Chair or designated Member, as the case may be, with respect
to the role of presiding at meetings.
4.12 Committees
In addition to the Nominating Committee provided for in Section 4.3, ONE JIB may authorize any other
committee or subcommittee to assist in carrying out any of its functions, except the removal of a
Member. Any such committee or subcommittee shall be chaired by a Member, and its members
appointed by ONE JIB, but such members of such committee or subcommittee need not all be
Members. If any such committee is constituted as an ad hoc committee, ONE JIB shall by resolution
provide it with a written mandate or terms of reference, and if constituted as a standing committee
of ONE JIB, ONE JIB shall amend and supplement these Terms of Reference to include a defined
mandate. Any committee or subcommittee formed under this Section 4.12 shall report on its meetings
to ONE JIB, generally by way of a report filed at the next following meeting of ONE JIB, and in any case
at least annually. A committee or subcommittee formed under this Section 4.12 is authorized to make
recommendations to ONE JIB on a matter within its mandate; however the decision to take action
based on the recommendation is reserved to ONE JIB. The Procedure By-law applies to proceedings
of committees of ONE JIB with necessary modifications.
4.13 Self Assessments V
Annually, ONE JIB must review and assess:
(a) its effectiveness as a board, as well as the effectiveness and contribution of each of its
Members, including a consideration 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
connection with the matters under review by ONE JIB;
(iii) continuing education activities and industry knowledge of each Member; and
(iv) the ability of each Member to contribute the necessary time required to serve
effectively on ONE JIB;
(b) its structural effectiveness, including a consideration of:
(i) the frequency of meetings;
(ii) the substance of meeting agendas;
(iii) the policies and procedures that ONE Investment has established to refer matters to
ONE JIB;
(iv) the usefulness of the materials provided to Members; and
(v) the collective experience and background of the Members.
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(c) The written minutes of ONE JIB meetings 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 additional assessments as it sees fit. ONE JIB shall consider how
to respond appropriately to address any opportunities for improvement found in a self -
assessment.
5. MEETINGS OF ONE JIB
5.1 Calling and Place of Meetings
Meetings of ONE JIB shall be called by the Chair of ONE JIB, in accordance with the Procedure By-law
and the schedule of meetings approved by ONE JIB.
Except as may be permitted under the Act, meetings of ONE JIB shall be open to members of the
public. Members may participate electronically with all the rights and duties of the other Members
under the circumstances set out in the Procedure By-law.
Exhibit B sets out the current limited circumstances under which meetings of ONE JIB may or shall be
closed, in accordance with the provisions of the Act.
5.2 Notice of Meeting
Notice of the time and place of each meeting of ONE JIB shall be given by the Secretary as required
under the Procedure By-law. The notice shall identify the main matters to be addressed at the
meeting. The Secretary shall arrange for the notice of meeting to be posted or publicized as required.
Persons wishing to make deputations or representations to a meeting on any matter to be addressed
at a meeting shall make appropriate arrangements to do so through the Secretary.
5.3 Persons Entitled to Participate
When submitting a matter to ONE JIB for its recommendation or approval, ONE Investment and its
representatives shall be entitled to be present at meetings of ONE JIB to outline the nature of the
question or matter to be reviewed by ONE JIB. Any other person may participate in the meeting in
accordance with the Procedure By-law and on the invitation of the Chair of the meeting or with the
consent of ONE JIB. ONE JIB may hold at least one segment of one meeting annually at which ONE
Investment, any entity related to ONE Investment or any of their representatives are not in
attendance.
5.4 Conduct of Meetings
All other procedural matters pertaining to the conduct of meetings, including voting at meetings, are
governed by the Procedure By -Law.
5.5 Minutes of the Meetings and other Records
Minutes and closed session records of all meetings of ONE JIB and reports of all ONE JIB committee
meetings 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 meeting and otherwise serving as secretary of the meeting. Procedures
relating to approval, adoption and publication 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 meetings, copies of the agenda and materials provided
to ONE JIB, copies of materials and written reports prepared by ONE JIB and copies of ONE JIB's own
determinations. ONE JIB may satisfy 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 Application 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 additional specific provisions relating 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 relationships which
exist at the time of appointment or which arise thereafter, which could constitute a conflict of interest.
For purposes hereof, a conflict of interest includes circumstances or relationships, including serving
on any other boards or commissions, which (a) a reasonable person would consider to constitute a
conflict of interest which could interfere with the Member's ability to act in good faith and in the best
interests of the Participating Municipalities; 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 direction 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 duties as a Member shall:
act honestly and in good faith with a view to the best interests of each Participating
Municipality; and
exercise the degree of care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.
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7.2 Indemnification
All Members, their respective heirs, executors and assigns, (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 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 7.2. Amounts required to be paid or advanced
to an Indemnified Party under this Section 7.2 shall be paid by Participating Municipalities in such
proportion as ONE JIB, on the recommendation of ONE Investment, considers to be fair and equitable
in the circumstances.
Further, the Members shall not be liable to ONE Investment or the Participating Municipalities or to
any person for any loss or damages relating to any matter regarding ONE Investment and its
investments, including any loss or diminution in the value of the Participating Municipalities'
investments or assets. To the fullest extent permitted by law, expenses (including, without limitation,
legal fees and expenses) incurred 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 Member to repay such amount if it shall be determined that the
Member is not entitled to be indemnified. The foregoing indemnification applies only if the Member
has acted in a manner consistent with the standard of care set out in Section 7.1 above.
7.3 Liability
Unless otherwise required by applicable legislation, no Member shall be liable to ONE Investment or
the Participating Municipalities or any other person if the Member complied with the standard of care
set forth in Section 7.1, including reliance on advice in the manner contemplated in Section 3.8.
7.4 Insurance
Each Member shall be entitled to an indemnity by ONE Investment and/or an affiliate of ONE
Investment to the fullest extent permitted 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 connection with, or in any
way related to, acting as Members of ONE JIB.
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8. FEES AND EXPENSES
8.1 Compensation
The Founding Municipalities, together with ONE Investment, shall set the initial amount of
compensation and expenses of the Members. After the initial compensation and expenses are set,
the Members shall be entitled to receive such reasonable compensation and expenses for acting as
Members of ONE JIB as ONE Investment, in consultation with ONE JIB, may from time to time
determine. Such compensation may, but need not, include an annual retainer amount or stipend for
acting as a Member, as well as compensation for attendance at information, continuing education and
similar sessions at which no formal business is conducted. The compensation shall be set out in Exhibit
D and amended from time to time as provided herein. ONE Investment must consider ONE JIB's most
recent assessment of its compensation and ONE JIB's recommendations, if any, of the amount and
type of compensation and expenses in setting the compensation of Members. In the event ONE JIB
disagrees with ONE Investment's recommendation, ONE JIB shall discuss the issue with ONE
Investment in a good faith attempt to reach an agreement. In determining the appropriate level of
compensation, ONE Investment must consider:
(a) the nature and complexity of the investments made by and on behalf of the Participating
Municipalities;
(b) the nature and extent of the workload of each Member, including the commitment of time
and energy that is expected from each Member;
(c) industry best practices, including industry averages and surveys on similar board
compensation; and
(d) the best interests of the Participating Municipalities.
8.2 Reimbursement of Expenses
Members shall be entitled to reimbursement for their reasonable expenses incurred in attending
meetings of ONE JIB and other out of pocket expenses incurred in connection with acting as a
Member. ONE Investment will request production of receipts and documents supporting expenses.
9. CONFIDENTIALITY
9.1 Maintaining Confidentiality
The definition of Confidential Information is found in the Code of Conduct. Each Member shall, in
accordance with the Act and the Code of Conduct, protect the confidentiality, and prevent the
unauthorized disclosure or use, of Confidential Information. Each Member shall promptly notify ONE
JIB's Chair or ONE Investment of any advertent or inadvertent disclosure, misuse or misappropriation
of Confidential Information of which the Member becomes aware.
The Members shall not be subject to any confidentiality obligation in respect of any Confidential
Information that is or was (i) information in the public domain; (ii) disclosed to the Member by a third
person not subject to a confidentiality obligation to ONE JIB, ONE Investment or a Participating
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Municipality; (iii) approved by ONE JIB, ONE Investment or a Participating 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 notice 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 M51-1 3137
Attention: The Secretary with copy to the Chair
email: secretary@oneinvestment.ca h, (>
or such other address as ONE Investment may notify each Member. A notice or document if mailed
to a Member or ONE Investment shall be deemed to have been received at the time 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 notice of the document at that time or at all.
10.2 Amendments
ONE JIB may amend these Terms of Reference from time to time, in consultation with ONE Investment
and in compliance with the provisions of the Agreement, including where applicable, receipt of
approval or consent of Participating Municipalities. A decision by ONE JIB to propose to amend these
Terms of Reference must be approved at a meeting of ONE JIB. ONE JIB shall provide ONE Investment
with at least 30 days' notice of any such proposal to amend these Terms of Reference and ONE JIB
must consider ONE Investment's recommendations relating to such proposed amendment. Upon
expiry of the 30-day notice period, and subject to receipt of any other consents or approvals as may
be required, ONE JIB may approve the proposed amendment at a meeting of ONE JIB, and such
amendment shall be effective immediately thereafter. As soon as is practicable, ONE JIB shall notify
ONE Investment that the proposed amendment has been approved and is in effect. Where relevant
to the Participating Municipality, ONE JIB shall include a description of any material amendments to
these Terms of Reference in its annual report to each Participating Municipality. ONE JIB may not
amend these Terms of Reference (i) in a manner inconsistent with the Act and the Regulation and any
other provisions of applicable Municipal Legislation, (ii) to give ONE JIB functions other than those
prescribed by the Act and the Regulation, or (iii) other than as permitted by the Agreement and this
Section 10.2.
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10.3 Electronic Delivery
Provided the addressees have consented in writing or electronically, the notice requirements may be
satisfied by creating and providing an electronic document. An electronic document is deemed to
have been received when it enters the information 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 notice in writing of the availability
and location of that electronic document.
10.4 Computation of Time
In computing the time when a notice or document must be given or sent under any provision requiring
a specified number of days' notice of any meeting or other event, the day on which the notice or
documents is given or sent shall be excluded and the day on which the meeting or other event occurs
shall be included.
10.5 Omissions and Errors
The accidental omission to give any notice or send any document or the non -receipt of any notice or
document or any error in any notice or document not affecting the substance thereof shall not
invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on such
notice or document.
IM
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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 duties. It is a schedule to the agreement between ONE JIB, each
Participating Municipality and ONE Investment under which all Participating Municipalities 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 Participating Municipalities (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 acting in their capacity as
Members. This includes, but is not limited to, the conduct of Members in the following circumstances:
• in relation to matters immediately before, and/or solely within the purview of ONE JIB;
• when interacting with ONE JIB and ONE Investment staff and/or another Member;
• in relation 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 function of ONE JIB;
• while serving on any board, committee or other body to which the Member was
appointed by ONE JIB; and
• during a non -ONE JIB event or function where the Member has been expressly invited or
is participating as a representative 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 Participating Municipalities.
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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 settled intention to treat as a child of her
or his family;
(c) "Committee" means a committee or sub -committee established by ONE JIB;
(d) "Confidential Information" means any non-public, proprietary or private information,
related to the functions of ONE JIB, ONE Investment, the Participating Municipalities or
any of the investment funds managed by ONE JIB or any agent of ONE JIB and, without
limiting the foregoing, includes:
(i) any such information provided orally, in writing or electronically, and
(i i) all or any part of any documented information to the extent that any applicable
legislation, including the Act and the Municipal Freedom of Information and
Protection of Privacy Act, permits or requires such information, including personal
information, 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 information;
(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 relationship with a person or entity
that would be considered by a reasonable person, apprised of all the circumstances, as
being likely to influence the Member's decision in any matter in which the Non -pecuniary
Interest arises;
(i) "ONE Investment" means the not -for -profit corporation founded by CHUMS Financing
Corporation and Local Authority Services which provides certain management,
administrative 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
subsection 202(1) of the Act in accordance with Part II of O. Reg. 438/97, as constituted
from time to time, acting pursuant to the ONE JIB Agreement;
(k) "Parent" means a person who has demonstrated a settled intention 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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(1) "Participating Municipalities" means the municipalities for whom ONE JIB acts as the
Joint investment Board under the terms of the ONE JIB Agreement from time to time;
(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 relationship outside marriage.
2.0 STATEMENT OF PRINCIPLES
2.1 The following principles will guide Members and assist with the interpretation of this Code of
Conduct:
(a) Members shall serve the public in a conscientious 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 duties and arrange their private affairs in a manner that
promotes public confidence and will stand up to public scrutiny;
(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 respectful 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 Section 2.1 are key principles that are intended to facilitate an
understanding, application and interpretation of the Code of Conduct — the principles are not
operative 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 duties 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
Participating Municipalities;
(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 Participating Municipalities or the public, and
(ii) any disparaging comment or unfounded and speculative accusation about the
motives of another Member, ONE Investment staff, the Participating
Municipalities or the public.
4.0 CONDUCT AT MEETINGS
4.1 Members will conduct themselves at all ONE JIB and Committee meetings 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 confidential information from a number of sources as part of their work. This
includes information 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 information received during closed meetings of ONE JIB or its Committees. It also
includes information that a Member is restricted from using or disclosing under the Criminal Code,
the Securities Act, or due to any contractual obligations or policies of ONE JIB or ONE Investment.
(a) Members are only entitled to information in the possession of ONE JIB that is relevant to
matters before ONE JIB or its Committees.
(b) Members shall not use confidential information for personal or private gain or for the gain
of any other person including, without limitation, a Parent, Spouse, Child, grandchild,
friend or associate.
(c) Members shall not directly or indirectly benefit, or aid others to benefit, from knowledge
relating to the property and assets of ONE JIB, ONE Investment or any of the Participating
Municipalities.
5.2 Without limiting the generality of any provision of Section 5.0, Members acknowledge that in the
course of discharging their responsibilities, they may have access to MNPI about securities issuers,
including public companies. All such MNPI is considered "confidential information." Any use of
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MNPI to make an investment decision or recommendation or to "tip" 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 penalties. If a Member learns of MNPI about an issuer, the Member must refrain from
disclosing it (otherthan to another person with a need to know) or making use of such information
in any manner until the information has been publicly disclosed or is no longer material.
5.3 Members shall not disclose the content of any confidential information, or the substance of
confidential deliberations, of a closed meeting of ONE JIB or any of its Committees. Each Member
has a duty to hold information received at closed meetings in strict confidence for as long and as
broadly as the confidentiality applies. Members must not, either directly or indirectly, release,
make public or in any way divulge any confidential information or any confidential aspect of closed
ONE JIB or Committee deliberations to anyone, unless authorized by ONE JIB or as required by
law. r '
5.4 Members shall not disclose, use or release information in contravention of applicable privacy
laws.
6.0 STAFF AND ONE JIB RELATIONS
6.1 ONE JIB, ONE Investment and the Participating Municipalities approve budgets, policies and other
governance of ONE JIB through their by-laws, resolutions and other decisions. Individual Members
do not direct or oversee the functions of ONE Investment staff.
6.2 Members shall respect the role of ONE Investment staff in the administration of the business
affairs of ONE JIB. Members shall respect that:
(a) staff provide advice and make policy recommendations in accordance with their
professional ethics, expertise and obligations. Members shall not falsely or maliciously
injure the reputation 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 actions which may be construed as an attempt to
influence the independent administration of ONE JIB business, or
(d) attempt to intimidate, threaten, or influence any staff member from carrying out that
person's duties, including any duty to disclose improper activity;
(e) staff carry out their duties based on political neutrality and without undue influence from
any individual Member. Members shall not invite or pressure any member of staff to
engage in partisan political activities or be subjected to discrimination or reprisal for
refusing to engage in such activities.
7.0 DISCRIMINATION AND HARASSMENT
7.1 ONE JIB is committed to providing and maintaining a working environment that is based on
respect for the dignity and rights of everyone acting in conjunction with ONE JIB and meeting its
obligations 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 respectful work environment that is free from any form
of harassment or discrimination.
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 intimidation and to ensure that their work
environment is free from discrimination, harassment and violence. This duty applies to all in -
person activities and to all electronic communications, 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 Participating Municipalities
and the community place their trust in ONE JIB to make decisions for the public good in relation
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 facilities, equipment, supplies,
services, staff or other resources for activities other than ONE JIB's business;
(b) seek financial gain for themself, or for any other person including, without limitation the
Member's Parent, Spouse, Child, grandchild, friend or associate, from the use or sale of
information owned by ONE JIB or ONE Investment or intellectual property, computer
programs, web or social media accounts, technological innovations, or other patents,
trademarks or copyright held by ONE JIB or ONE Investment;
(c) use any information the Member may obtain about any proposed trading activity in, or
other transaction involving, the investment portfolios of the Participating Municipalities
to trade for her or his own account or for the account of any other person including,
without limitation, 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. Proactive steps to mitigate
conflicts of interest are important to maintaining public confidence in Members, ONE JIB and the
Participating Municipalities.
9.2 Members shall seek guidance from the Integrity Commissioner if they believe that they may have
a conflict between their responsibilities 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 relationships
which exist at the time of appointment or which arise thereafter which could constitute an existing
or potential conflict of interest. For this purpose, a potential conflict of interest includes
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circumstances or relationships, including serving on any other boards or commissions, which a
reasonable person:
(a) would consider to constitute 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
Participating Municipalities; 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 executive position with any organization whose
objectives and mandate are in conflict with, or may reasonably be perceived to be in conflict with,
the objectives and mandate of ONE JIB. Before taking a new executive position, 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, consulting or other services
to ONE JIB directly or indirectly through a partnership, professional or closely -held corporation.
10.3 If a Member becomes aware that an entity in which the Member has a material interest, as a
director, employee or agent, may offer or provide goods, consulting or other services to ONE JIB,
the Member shall:
(a) disclose those circumstances to the Chair; and
(b) seek written advice from the Integrity Commissioner about the application of the
Municipal Conflict of Interest Act and whether, in consideration of the circumstances, the
Member's ongoing membership is in the best interests of ONE JIB.
In providing written advice pursuant to Section 10.3(b), the Integrity Commissioner shall consider
the risk of harm to the reputation of ONE JIB and the Participating Municipalities.
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 reputation of ONE
JIB;
(b) a material change in employment that may have an adverse effect on the Member's
contribution to ONE JIB; or
(c) a conflict of interest as described in Sections 9.0 or 10.0 resulting from the Member
accepting a directorship with a financial institution or other corporation.
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 duties.
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11.2 Members shall not use the status of their position 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 limitation, a Parent, Spouse, Child, grandchild, friend or associate, or
for the purpose of creating a disadvantage to another person.
12.0 GIFTS AND BENEFITS
12.1 Gifts to Members risk the appearance of improper influence. Gifts may appear to induce influence
or create an incentive for Members to make decisions on the basis of relationships rather than in
the best interests of ONE JIB or its Participating Municipalities. Members shall not accept a fee,
advance, gift, gift certificate, cash or personal benefit connected directly or indirectly with the
performance of the Member's duties.
12.2 A gift, benefit or hospitality that is connected directly or indirectly to the performance of the
Member's duties 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 gift to that Member.
12.3 Notwithstanding Section 12.1, Members shall be entitled to accept any gifts or benefits in their
public capacity in the following circumstances:
(a) compensation authorized by law;
(b) gifts or benefits that normally accompany the responsibilities of office and are received
as an incident of protocol or social obligation;
(c) gifts or benefits given in recognition of services provided without compensation by
Members volunteering their time;
(d) a suitable memento at a function honouring the Member;
(e) food, lodging, transportation and entertainment provided by:
(i) provincial, regional or local governments or political subdivisions of them,
(ii) the federal government,
(iii) a foreign government within a foreign country,
(iv) Association of Municipalities of Ontario,
(v) Local Authority Services,
(vi) Municipal Finance Officers' Association of Ontario,
(vii) CHUMS Financing Corporation,
(viii) ONE Investment, or
(ix) a conference, seminar or event organizer where the Member is either speaking
or attending in an official capacity;
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(f) participating in or consuming food and beverages at banquets, receptions, sporting
events or similar functions, if:
(i) attendance serves a legitimate business purpose, or supports a charitable cause
in the community, a board of trade or chamber of commerce;
(ii) the person extending the invitation or a representative of the organizing entity is
in attendance; and
(iii) the value is reasonable and the invitations infrequent;
(g) gifts of nominal value (e.g. a baseball cap, t-shirt, flash drive, book);
(h) any gift or personal benefit, if the Integrity Commissioner is of the opinion, before the gift
or personal benefit has been accepted, that it is unlikely that receipt of the gift or benefit
gives rise to a reasonable presumption that the gift or benefit was given in order to
influence the Member in the performance of the Member's duties.
12.4 The exceptions set forth in Section 12.3 do not apply where the gifts or benefits are provided by
potential administrators, custodians, payment servicers, portfolio managers, investment counsel,
bankers, brokers, dealers or other agents as may be required to implement the Investment Plan
in accordance with a Participating Municipality's Investment Policy Statement.
12.5 In the case of Sections 12.3 (b), (d), (e) and (f) of, if the value of the gift or benefit exceeds $500,
or if the total value of gifts 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 gift or
benefit or reaching the annual limit, file a disclosure statement with the Integrity Commissioner.
The disclosure statement will be a matter of public record. The disclosure statement shall provide
the following information:
(a) the nature of the gift or benefit;
(b) its source and date of receipt;
(c) the circumstances under which it was given or received;
(d) its estimated value;
(e) what the Member intends to do with the gift or benefit; and
(f) whether the gift or benefit will at any point be left 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 gift 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 determination, the Integrity Commissioner shall call upon the Member to
justify receipt of the gift 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 gift or benefit, reimburse the donor for the
value of the gift or benefit if already consumed, or forfeit the gift or benefit or remit the value of
the gift or benefit if already consumed to ONE JIB or ONE Investment.
12.8 Except in the cases of Sections 12.3 (a) and (e), a Member may not under any circumstances
accept a gift or benefit worth in excess of $750 or gifts 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 limiting the generality of the foregoing,
through any social media platform) to Participating Municipalities, 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
Lq
14.1 Members are required to conduct themselves in accordance with elections legislation as may be
amended from time to time, and any ONE JIB policies. The use of ONE JIB resources, including
property and ONE Investment staff time, for any election -related activity is strictly prohibited.
Election -related activity applies to the Member's campaign and any other election 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 written advice on any potential
situation where the Member might reasonably be expected to be in contravention of this Code of
Conduct.
15.2 Any written advice given to a Member by the Integrity Commissioner binds the Integrity
Commissioner in any subsequent consideration of the conduct of the Member in the same matter
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 clarification regarding
their obligations under this Code of Conduct; and
(b) adhere to the provisions of this Code of Conduct and ensure compliance with all
applicable legislation 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) investigate complaints related to a Member's alleged contravention of this Code of
Conduct;
(b) provide written advice to Members with respect to their obligations under the Code of
Conduct and the Municipal Conflict of Interest Act;
(c) provide educational information about the Code of Conduct and the Municipal Conflict of
Interest Act; and
(d) provide such advice and opinions as may be from time to time requested by ONE JIB.
17.0 CONTRAVENTION
17.1 The Integrity Commissioner shall establish a complaint protocol to investigate complaints of
contraventions by Members of this Code of Conduct and sections 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 application or provides information to the Integrity Commissioner during an investigation.
17.3 Members are expected to cooperate with requests for information during investigations relating
to the Code of Conduct and the Municipal Conflict of Interest Act. Members shall not destroy
documents or erase electronic communications 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 contravention
of the Code of Conduct, ONE JIB may impose either of the following penalties on the Member as
permitted by the Act:
(a) a reprimand; or
(b) a suspension of the remuneration 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 recommendation from the Integrity Commissioner, also take any
or all of the following corrective or remedial actions, and require that the Member:
(a) provide a written 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 Committee;
(d) be removed from or not be appointed as chair of a Committee; and
(e) comply with any other remedial or corrective action 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.
a
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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 identifies or witnesses behaviour or activity by a Member that they believe
contravenes the Code of Conduct may seek to address the prohibited behaviour or activity
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, times, locations, other persons present, and any other relevant
information;
(b) advise another person about the concerns regarding the Member's actions, to
corroborate the incident;
(c) advise the Member that the behaviour or activity appears to contravene the Code of
Conduct;
(d) identify 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
activity and to undertake to refrain from future occurrences of the prohibited behaviour
or activity;
(f) if applicable:
(i) confirm to the Member that the Member's response is satisfactory, or
(ii) advise the Member that the Member's response is unsatisfactory;
(g) consider the need to pursue the matter 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 activity of a Member that they believe contravenes the Code of Conduct.
3. The Integrity Commissioner may be requested to assist in an attempt to settle or resolve the issue
with the Member and the individual but will participate only if both parties have consented.
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4. The Informal Complaint Procedure is not a precondition 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 identifies or witnesses behaviour or activity 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 writing on the prescribed form (Formal Complaint Form # 1
attached hereto) and shall be dated and signed by an identifiable individual (the
"complainant");
(b) the Complaint must set out reasonable and probable grounds for the allegation that the
Member has contravened the Code of Conduct and must be accompanied by a supporting
sworn affidavit setting out the evidence in full in support of the allegation; and
(c) Members of ONE JIB may also file a Complaint against any of its Members of an alleged
contravention of the Code of Conduct by passing a resolution requesting the Integrity
Commissioner to undertake an inquiry.
(2) An elector, as defined in section 1 of the Municipal Conflict of Interest Act, or a person
demonstrably acting in the public interest (collectively, a "complainant") may file a formal
application requesting that the Integrity Commissioner carry out an inquiry concerning an alleged
contravention of section 5, 5.1 or 5.2 of that statute by a Member in accordance with the following
requirements:
(a) an application (also referred to as a "Complaint" herein) shall be in writing on the
prescribed form (Complaint Form #2 attached hereto), dated and signed by an identifiable
individual;
(b) the application shall include a statutory declaration attesting to the fact that:
(i) the complainant became aware of the contravention not more than six (6) weeks
before the date of the application, or
(ii) in the case where the complainant became aware of the alleged contravention
during the period of time described in paragraph 1 of subsection 223.4.1(5) of the
Municipal Act, 2001, that the complainant became aware of the alleged
contravention during that period of time;
(c) ONE JIB may also pass a resolution requesting the Integrity Commissioner to undertake
an inquiry respecting an alleged contravention of section 5, 5.1 or 5.2 of the Municipal
Conflict of Interest Act by a Member and provide a statutory declaration as required by
Section 5(2) to be sworn by a Member of ONE JIB.
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(3) Complainants who file a formal Complaint under Sections 5(1) or 5(2) must provide a full and
complete record of evidence to substantiate or support the allegations set out in the Complaint
to the Integrity Commissioner who is under no obligation whatsoever to, but may, seek additional
information.
Filing of Complaint and Classification 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: jascarin@airdberlis.com ,
Tel: 416-865-7721
(2) The Integrity Commissioner shall initially classify the Complaint to determine if the matter is, on
its face, a Complaint with respect to a contravention of the Code of Conduct and not covered by
other legislation or other ONE JIB procedures, policies or rules as set out in Section 7 or whether
it is a Complaint with respect to an alleged contravention of section 5, 5.1 or 5.2 of the Municipal
Conflict of Interest Act.
Complaints Outside Integrity Commissioner's Jurisdiction or Not for Investigation
7.(1) If the Complaint, including the supporting affidavit or the statutory declaration, is not, on its face,
a Complaint with respect to a contravention of the Code of Conduct or the Complaint relates to
matters addressed by other legislation under another procedure, policy or rule of ONE JIB or
whether it is a Complaint with respect to an alleged contravention of section 5, 5.1 or 5.2 of the
Municipal Conflict of Interest Act, the Integrity Commissioner shall advise the complainant in
writing as follows:
Criminal Matter V AL
(a) if the Complaint is, on its face, an allegation 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 allegation;
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
matter 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 matter 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 jurisdiction 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
additional reasons and referrals, if any, as the Integrity Commissioner considers
appropriate.
(2) If it becomes apparent to the Integrity Commissioner at any time that the Complaint with respect
to a contravention of the Code of Conduct or with respect to an alleged contravention of section
5, 5.1 or 5.2 of the Municipal Conflict of Interest Act, relates to any of the following matters, the
Integrity Commissioner shall advise the complainant in writing as follows:
Matter Already Pending
(a) if the Complaint is in relation to a matter 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 matter that is pending before the
courts, the Integrity Commissioner may, in his/her sole discretion, suspend any
investigation, in whole or in part, pending the result of the other process;
Similar Matter Already Pending
(b) if the Complaint is in relation to a similar matter which is subject to an outstanding
Complaint before the Integrity Commissioner, the Integrity Commissioner may, in his/her
sole discretion, consider the matter in conjunction with the similar matter or deal with it
separately, including not undertaking an inquiry if the matter can be adequately
addressed in any report and/or recommendations made with respect to the Complaint in
the similar matter; and
Other Ethical Code or Policy Applies
(c) if the Complaint is in relation to a matter which is governed by a code of conduct, ethical
code or similar procedure or policy of another body or entity 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 discretion, defer consideration of the matter
pending any determination made by the other body or entity and shall so advise the
complainant and, if necessary, the Member.
(3) Nothing in Section 7 precludes the Integrity Commissioner from reporting to ONE JIB any matter
that is suspended, summarily dismissed, terminated or not otherwise investigated.
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Limitation 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 attention 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 attention
within six (6) months of the Complaint being filed in accordance with Section 6.
(2) The Integrity Commissioner shall not accept an application with respect to an alleged
contravention of section 5, 5.1 or 5.2 of the Municipal Conflict of Interest Act except in accordance
with the requirements of subsections 8(2)-(7) of that statute and section 223.4.1 of the Municipal
Act, 2001.
Refusal to Conduct Investigation
eu
9.(1) The Integrity Commissioner has a discretion as to whether to carry out an investigation. If the
Integrity Commissioner is satisfied at any time, after considering the information contained in the
Complaint, that the Complaint:
(a) is frivolous or vexatious,
(b) is not made in good faith,
(c) constitutes an abuse of process,
(d) discloses no grounds or insufficient grounds for an investigation,
(e) does not warrant a full investigation, or
(f) is not otherwise in the public interest,
the Integrity Commissioner shall not be required to conduct an investigation and may summarily
dismiss the Complaint, and, where this becomes apparent during the course of an investigation,
the Integrity Commissioner shall terminate the inquiry and provide notice to the complainant and,
if necessary, to the Member. The Integrity Commissioner shall report the refusal to conduct an
investigation to ONE JIB.
Opportunities for Resolution
10. Following receipt and review of a formal Complaint or at any time during an investigation where
the Integrity Commissioner, in the discretion of the Integrity Commissioner, believes that an
opportunity to resolve the matter may be successfully pursued without a formal investigation,
and both the complainant and the Member agree, efforts may be pursued to achieve an informal
resolution.
Investigation
11.(1) The Integrity Commissioner may proceed as follows, except where the Integrity Commissioner
has a full factual record and believes, in the sole discretion of the Integrity Commissioner, that no
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additional information 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 identity of the complainant, or
(ii) the identity of any witnesses set out in the Complaint or persons that are to be
questioned/interviewed by the Integrity Commissioner,
unless it is essential for the Member to adequately respond to the Complaint, which
determination shall be made in the Integrity Commissioner's sole and absolute discretion;
(b) request that the Member provide a written response to the allegations 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
written reply be provided by the complainant to the Integrity Commissioner within seven
(7) days.
(2) If necessary, after reviewing the submitted 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 location relevant to the Complaint for the purpose of investigation and potential
resolution.
(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 obligation, to provide the Member and the
complainant with a draft 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,
obstruction, intimidation, delay, reprisal or retaliation by the Member or by any other person
encountered during the formal Complaint investigation, and may also disclose such information
as is necessary in the Integrity Commissioner's opinion for the purposes of the interim report(s).
(6) The Integrity Commissioner is entitled to make such additional inquiries and provide such
additional 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 penalties or
corrective measure or actions imposed by ONE JIB.
(7) The Integrity Commissioner shall retain all records related to the Complaint and investigation but
may provide copies of certain records, in confidence, to ONE JIB's administrative staff who are
required to ensure that any such records are securely and confidentially retained.
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No Complaint Prior to Municipal Election
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 time starting on nomination day for a regular municipal election year, as set
out in section 31 of the Municipal Elections Act, 1996 and ending on the voting day in a regular
election as set out in section 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 nomination day in a regular municipal election year, the
Integrity Commissioner shall terminate the inquiry on nomination day but may commence an
inquiry in respect of the same Complaint if within six (6) weeks after the voting day in a regular
municipal election the individual who made the request makes a written request to the Integrity
Commissioner in accordance with subsection 223.4(8) of the Municipal Act, 2001.
Advice Provided to Member by Integrity Commissioner
13.(1) Subject to Section 13(2), a Member is entitled to rely upon any written advice given by the
Integrity Commissioner to the Member respecting the Code of Conduct in any subsequent
consideration of the conduct of the Member in the same matter provided that the Member fully
disclosed in writing all relevant facts known to the Member to the Integrity Commissioner and
acted in accordance with the written advice provided by the Integrity Commissioner.
(2) If the Integrity Commissioner applies to a judge under section 8 of the Municipal Conflict of
Interest Act for a determination as to whether the Member contravened section 5, 5.1 or 5.2 of
the Municipal Conflict of Interest Act, the Member is entitled to advise the judge of any written
advice given by the Integrity Commissioner provided that the Member fully disclosed in writing
all relevant facts known to the Member to the Integrity Commissioner and acted in accordance
with the written advice provided by the Integrity Commissioner.
(3) A Member under investigation 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 matter that the Integrity
Commissioner is investigating or reviewing with respect to the Member, nor is the Member
entitled to rely upon any statement(s) made by the Integrity Commissioner during the course of
any investigation 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 investigation by the Integrity Commissioner requests advice, such request shall
be delegated in writing to any person other than a Member that the Integrity Commissioner, in
consultation with ONE JIB, considers capable of providing informed advice to the Member.
(5) If the Integrity Commissioner applies to a judge under section 8 of the Municipal Conflict of
Interest Act for a determination as to whether the Member contravened section 5, 5.1 or 5.2 of
the Municipal Conflict of Interest Act, the Integrity Commissioner is entitled to recommend and
advocate for penalties to the judge under subsection 9(1) of the Municipal Conflict of Interest Act.
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Authority to Abridge or Extend
14. Notwithstanding any timeline or time limit set out in the Code of Conduct or this Complaint
Protocol, the Integrity Commissioner shall retain the right to abridge or extend any timeline or
time limit therein if the Integrity Commissioner considers it, in the sole and absolute discretion of
the Integrity Commissioner, to be in the public interest.
Investigation Report
15.(1) The Integrity Commissioner shall report to the complainant and the Member no later than ninety
(90) days after the official receipt of any Complaint under the Code of Conduct. If the investigation
process is anticipated to or takes more than ninety (90) days, the Integrity Commissioner shall
provide a brief interim report to ONE JIB and advise the parties of the approximate date the report
will be available. The Integrity Commissioner may also, at the discretion 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 settlement and/or any recommended remedial or
corrective measure or action.
(3) The Integrity Commissioner may provide a copy of the report to the complainant and the Member
whose conduct has been investigated in advance of the public release of the report, in strict
confidence until 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 investigation or any findings but may do so at the discretion of the
Integrity Commissioner and may also include such information 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 investigation under the Municipal Conflict of
Interest Act no later than one hundred and eighty (180) days after the official receipt of any
application validly made under Section 5(2).
Findings IL X
16.(1) If the Integrity Commissioner determines that:
(a) there has been no contravention of the Code of Conduct, or section 5, 5.1 or 5.2 of the
Municipal Conflict of Interest Act, or
(b) a contravention 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 committed 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
recommendations pursuant to the Municipal Act, 2001, including, but not limited to, a
recommendation of no penalty or remedial measures or corrective actions.
(2) If the Integrity Commissioner:
(a) considers it appropriate, once the Integrity Commissioner has concluded the investigation
under Section 5(2), the Integrity Commissioner may apply to a judge under section 8 of
the Municipal Conflict of Interest Act for a determination as to whether the Member has
contravened section 5, 5.1 or 5.2 of that statute; or
(b) does not proceed with an application to the judge, the Integrity Commissioner shall so
advise the complainant and the Member in writing.
(3) The Integrity Commissioner shall provide a written report to ONE JIB providing the reasons for the
decision of the Integrity Commissioner under Section 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 meeting agenda of ONE JIB for
consideration by ONE JIB.
(2) A report from the Integrity Commissioner may also be considered by ONE JIB in advance of its
next regular meeting should ONE JIB agree to hold a special or other meeting before its next
regular meeting to consider the report.
Duty of ONE JIB
18. ONE JIB shall consider and make a determination on the Integrity Commissioner's report under
Section 17 at the same meeting at which the report is tabled.
Public Disclosure
19.(1) The Integrity Commissioner and every person acting under instructions of the Integrity
Commissioner shall preserve confidentiality where appropriate and where it does not interfere
with the course of any investigation, 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 investigation
although copies may be provided to ONE JIB's administrative staff, subject to the duty of
confidentiality under subsection 223.5 of the Municipal Act, 2001.
(3) The identity of the Member who is the subject of the Complaint shall not be treated as confidential
information in the Integrity Commissioner's report to ONE JIB. The identity 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 information 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.
Delegation by Integrity Commissioner
20. The Integrity Commissioner, in consultation with ONE JIB, may delegate in writing to any person,
other than a Member of ONE JIB, any of the Integrity Commissioner's powers and duties under
Part VA of the Municipal Act, 2001.
Complaint Protocol Applicable to Committees
21. The provisions of this Complaint Protocol shall apply, with modifications as necessary, to all
committees or sub -committees of ONE JIB and their members.
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Code of Conduct — Formal Complaint Form # 1
AFFIDAVIT
of the
MAKE OATH AND SAY (or AFFIRM):
1. 1 reside at:
may be contacted at telephone:
and email:
2. 1 have reasonable and probable grounds to believe that:
(first and last name),
in the Province of Ontario.
(full address) and
(name of Member),
a member of ONE Joint Investment Board has contravened the following section(s) of the Code of Conduct
of ONE Joint Investment Board: . The particulars of which
are attached hereto.
3. Facts constituting the alleged contravention (use separate page if required)
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This affidavit is made for the purpose of requesting that this matter be reviewed and/or investigated 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 prosecution under ss. 131 and 132 or 134 of the Criminal Code, R.S.C.
1985, c. C-46 and also to civil liability for defamation.
Ll
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Municipal Conflict of Interest Act— Complaint Form # 2
I
I SOLEMNLY DECLARE THAT:
1. 1 reside at:
be contacted at telephone:
STATUTORY DECLARATION
(first and last name), of the
in the Province of Ontario.
and email:
2. 1 have reasonable and probable grounds to believe that:
(full address) and may
(specify name of Member),
a member of ONE Joint Investment Board, has contravened the following section(s) of the Municipal
Conflict of Interest Act, R.S.O. 1990, c. M.50:
3. 1 became aware of the facts constituting the alleged contravention not more than six (6) weeks
ago and they comprise the following: (use separate page if required)
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This declaration is made for the purpose of requesting that this matter be investigated 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 declaration may expose you to prosecution under ss. 131 and 132 or 134 of the Criminal Code,
R.S.C. 1985, c. C-46 and also to civil liability for defamation
Ll
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EXHIBIT B
CLOSED MEETINGS PERMITTED OR REQUIRED
The provisions of the Act, as amended from time, currently provide that except as provided in section 239
of the Act, all meetings shall be open to the public.
A meeting or part of a meeting may be closed to the public in accordance with section 239 of the Act if
the subject matter being considered is,
• the security of the property of ONE JIB;
• personal matters about an identifiable individual, including ONE JIB employees;
• a proposed or pending acquisition or disposition of land by ONE JIB;
• labour relations or employee negotiations;
• litigation or potential litigation, including matters before administrative tribunals, affecting
ONE JIB;
• advice that is subject to solicitor -client privilege, including communications necessary for
that purpose;
• a matter in respect of which ONE JIB may hold a closed meeting under another Act;
• information 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 scientific, technical, commercial, financial or labour relations
information, supplied in confidence to ONE JIB, which, if disclosed, could reasonably be
expected to prejudice significantly the competitive position or interfere significantly with
the contractual or other negotiations of a person, group of persons, or organization;
• a trade secret or scientific, technical, commercial or financial information that belongs to
ONE JIB and has monetary value or potential monetary value;
• a position, plan, procedure, criteria or instruction to be applied to any negotiations carried
on or to be carried on by or on behalf of ONE JIB;
A meeting of ONE JIB or of a committee of ONE JIB may be closed to the public if the meeting is held for
the purpose of educating or training the members provided no member discusses or otherwise deals with
any matter in a way that materially advances the business or decision -making of ONE JIB or committee.
A meeting may be closed to the public during a vote if the meeting is one that is closed to the public in
accordance with this Exhibit B and if the vote is for a procedural matter or for giving instructions to officers,
employees or agents of ONE JIB or a committee of ONE JIB or persons retained by or under a contract with
ONE JIB.
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A meeting or part of a meeting shall be closed to the public in accordance with section 239 of the Act if
the subject matter being considered is,
• a request under the Municipal Freedom of Information and Protection of Privacy Act if
ONE JIB is the head of an institution for the purposes of that Act; or
• an ongoing investigation respecting ONE JIB by the Ombudsman appointed under the
Ombudsman Act, an Ombudsman referred to in subsection 223.13(1) of the Act, or the
investigator referred to in subsection 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
time to time, currently provide that ONE JIB may refuse to disclose a record:
• that reveals the substance of deliberations of a meeting of ONE JIB or a committee of ONE
JIB if a statute authorizes holding that meeting in the absence of the public.
• if the disclosure would reveal advice or recommendations of an officer or employee of an
institution or a consultant retained by an institution.
• that reveals a trade secret or scientific, technical, commercial, financial or labour relations
information, supplied in confidence implicitly or explicitly, if the disclosure could
reasonably be expected to,
(a) prejudice significantly the competitive position or interfere significantly with the
contractual or other negotiations of a person, group of persons, or organization;
(b) result in similar information no longer being supplied to ONE JIB where it is in the
public interest that similar information continue to be so supplied;
(c) result in undue loss or gain to any person, group, committee or financial
institution or agency; or
• that contains,
(a) trade secrets or financial, commercial, scientific or technical information that
belongs to an institution and has monetary value or potential monetary value;
(b) information whose disclosure could reasonably be expected to prejudice the
economic interests of an institution or the competitive position of an institution;
(c) information whose disclosure could reasonably be expected to be injurious to the
financial interests of an institution;
(d) positions, plans, procedures, criteria or instructions to be applied to any
negotiations carried on or to be carried on by or on behalf of an institution;
(e) plans relating to the management of personnel or the administration of an
institution that have not yet been put into operation or made public;
(f) information including the proposed plans, policies or projects of an institution 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
meeting.
• The Vice Chair of ONE JIB will receive an annual $10,000 retainer and $1,100 per board
meeting.
• Board members of ONE JIB will receive an annual $5,000 retainer and $1,100 per board
meeting.
• All Board members of ONE JIB will also be remunerated $500 for attending business
meetings 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 meeting 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
Initial Appointment of Integrity Commissioner and Closed Meeting Investigator
1. Prior to the effective date of the ONE JIB Agreement (July 2, 2020) the Founding Municipalities
directed ONE Investment to conduct a Request for Proposal ("RFP") process to retain the services of an
initial Integrity Commissioner and an initial Closed Meeting Investigator for ONE JIB.
2. The Secretary to ONE JIB worked with a member of ONE Investment staff and two representatives
of the Founding Municipalities' clerks (the "Initial Appointment Subcommittee") on the RFP. The results
of the RFP were shared with the Founding Municipalities.
3. The candidates recommended by the Initial Appointment Subcommittee were submitted to ONE
JIB during its initial meeting on May 19, 2020 and thereafter ONE JIB appointed an initial Integrity
Commissioner in accordance with section 223.3 of the Act and an initial Closed Meeting Investigator in
accordance with section 239.2 of the Act.
Successor Integrity Commissioner and Successor Closed Meeting Investigator
4. In the event that ONE JIB determines that the appointment of a successor Integrity Commissioner
or Closed Meeting Investigator is required it shall direct ONE Investment to conduct an RFP process in
consultation with a committee comprised of the Secretary to ONE JIB, a member of ONE Investment staff
and two representatives of the Participating Municipalities' clerks (the "Successor Appointment
Committee"), to retain the services of a successor Integrity Commissioner and a successor Closed Meeting
Investigator, the results of which RFP shall be shared with the Participating Municipalities.
5. ONE JIB shall consider the candidate(s) recommended by the Successor Appointment Committee
at its first meeting after receipt of such recommendation(s).
6. ONE JIB shall appoint a successor Integrity Commissioner and/or successor Closed Meeting
Investigator and enter into appropriate agreements with each such successor and subsequently notify the
Participating Municipalities of the identity of the successor Integrity Commissioner and/or the successor
Closed Meeting Investigator, as applicable.
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SCHEDULE D
FEES AND EXPENSES
Approach to Fees and Expenses
As a not -for -profit entity, the ONE Investment structures fees so as to recover its operating costs and set
aside appropriate reserves for future investment. Such costs include the design, implementation and
continuing operations of the ONE Prudent Investment Offering made available to Participating
Municipalities. Fees also cover the cost of adherence to legal and regulatory requirements, including most
importantly the proper discharge of the responsibilities of ONE JIB. Neither ONE JIB nor ONE Investment
will charge fees directly to Participating Municipalities. 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 Participating Municipality agrees that the Managed Assets
(subject to exceptions as set out in the Participating 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 recommendation 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 Participating 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 reporting, ONE Investment intends to transition all Participating Municipalities to the OCIO Offering,
where the OCIO Offering will include investment products substantially similar to the ONE Investment
Pools found in the ONE Pools Offering. Once such transition is complete, the "ONE Prudent Investment
Offering" will mean the OCIO Offering.
ONE Pools Offering
V Mk
Participating Municipalities 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 representing the expenses
associated with the operations 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 representative example of the fund fees as at January 1, 2024:
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 Participating Municipalities significant
discounts. Any discounts that may apply will be offered solely at the discretion of the ONE Investment
Board of Directors and paid directly by ONE Investment to the Participating Municipality to offset fees
charged to the ONE Investment Pools.
Discount in
Basis
Points
Name of Discount
(bps)
Description
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 Participating Municipality with Managed Assets in
excess of $50 million in ONE Investment Pools. This
rebate is cumulative with any other Managed Asset
tier discount.
Managed Asset Tier $100
3 bps
For Participating Municipality with Managed Assets
million
in excess of $100 million in ONE Investment Pools.
This rebate is cumulative with any other Managed
Asset tier discount.
Managed Asset Tier $200
3 bps
For Participating Municipality with Managed Assets in
million
excess of $200 million in ONE Investment Pools. This
rebate is cumulative with any other Managed Asset
tier discount.
Managed Asset Tier $300
3 bps
For Participating Municipality with Managed Assets in
million
excess of $300 million in ONE Investment Pools. This
rebate is cumulative with any other Managed Asset
tier discount.
Understanding Fees and Expenses
The single fund fees outlined above will cover costs associated with External Management Fees and
Operating 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 potential returns available from the applicable ONE Investment Pool.
Effectively, the aggregate fees indirectly incurred by each Participating Municipality will be a proportion of
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the amount invested. The aggregate fees indirectly incurred by each Participating Municipality are also
influenced by the allocation of the investments among the ONE Investment Pools.
External Management Fees
External management and performance fees (if any) charged by external portfolio 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 investing alone.
Operating Expenses
Each ONE Investment Pool is responsible for its own operating expenses. In addition to the services
supplied by ONE Investment to each of the ONE Investment Pools, there are services supplied by third
parties. Third party services include custody, unitholder recordkeeping, fund accounting, trustee services,
legal, audit and other professional services. These operating expenses are generally paid by ONE
Investment on behalf of the ONE Investment Pools and subsequently recovered by ONE Investment
through the ONE administration fee.
ONE Investment charges each ONE Investment Pool a ONE administration fee, which is included in the
single fund fee. The ONE administration 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
administration fee allows ONE Investment to provide compensation to, and pay the expenses of, the
members of ONE JIB.
This ONE administration fee is not applied at the same rate for all ONE Investment Pools.
ONE Investment intends to monitor the amount of the ONE administration 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 reduction in the ONE administration fee rate overtime, 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 implementing their investment mandates, the ONE Investment Pools will incur
transaction costs. Such transactions costs include trading commissions, exchange fees and duties, interest,
regulatory fees and similar ancillary expenses that are associated with the implementation, execution and
settlement of portfolio transactions. As is normal industry practice, these transaction costs are borne by
the applicable ONE Investment Pool.
Taxes and Interest
Management fees and expenses normally attract HST/GST. All such taxes are excluded in the above fee
illustrations. 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, Participating Municipalities 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 Participating Municipality provides a direction 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
Participating Municipality's investment portfolio, as set out in the Participating Municipality's IPS and
Investment Plan. It is expected that the Participating Municipality's Managed Assets will be held in pooled
funds and other collective 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 attract the lowest fees, and move higher with short term bond funds and
mortgage funds, then global fixed income products, then North American equities, global equities, and
assets such as real property and infrastructure at the highest end of the fee scale. In addition, the OCIO
Fees are generally tiered, so that the rate of fees declines as assets under management increase.
Operating Expenses
Each OCIO Product is responsible for its own operating expenses, which include regulatory filing fees and
other day-to-day operating expenses, annual fees, meeting fees and reimbursement for expenses to
members of the Independent Review Committee ("IRC"), recordkeeping, accounting and fund valuation
costs, custody fees, audit and legal fees, and the costs of preparing and distributing annual and semi-
annual reports, prospectuses, fund facts and statements and investor communications. These expenses
are charged to the OICO Product in the from of a fixed administrative services fee which is included in, and
forms part of, the OCIO Fee.
An illustrative example for the calculation 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 portfolio, 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 Participating Municipality's
Managed Assets, as follows:
Discount
Discount in
Basis Points (bps)
Description
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 implementing their investment mandates, the OCIO Products will incur transaction
costs. Such transactions costs include trading commissions, exchange fees and duties, interest, regulatory
fees and similar ancillary expenses that are associated with the implementation, execution and settlement
of portfolio transactions. As is normal industry practice, these transaction costs are borne by the applicable
OCIO Product.
Taxes and Interest
Management fees and expenses normally attract HST/GST. All such taxes are excluded in the above fee
illustrations. 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 potential returns available from the applicable OCIO Product. Effectively,
the aggregate fees indirectly incurred by each Participating Municipality will be a proportion of the amount
invested. The aggregate fees indirectly incurred by each Participating Municipality are also influenced by
the investments selected by the OCIO.
Reporting to Participating Municipalities on Fees
As part of the reporting package, Participating Municipalities 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 question are presented as a single fixed charge.
For Participating Municipalities in the OCIO Offering, the OCIO Fees and the Governance Fees will be
calculated separately as indicated above.
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AGREEMENT MADE IN RESPECT OF CLARINGTON'S PRUDENT EFFECTIVE DATE
BETWEEN:
The Corporation of the Municipality of Clarington
(the "Municipality")
- and -
ONE Joint Investment Board
by its agent ONE Investment
("ONE JIB")
THE PARTIES HERETO agree as follows:
The "Prudent Effective Date" as defined in By-law Number 2024-016 of the Municipality
shall be January 13, 2025
The parties have executed this Agreement on the dates set out below.
THE CORPORATION OF THE MUNICIPALITY OF
CLARINGTON
DATE:
BY:
(Signature)
TREVOR PINN
DEPUTY CAO, FINANCE AND
TECHNOLOGY/TREASURER
ONE JOINT INVESTMENT BOARD
By its agent, ONE INVESTMENT
DATE:
BY:
(Signature)
JUDY DEZELL
CO -PRESIDENT AND CO -CHIEF
EXECUTIVE OFFICER OF ONE INVESTMENT