BYLAW - Prudent Investor Enabling Bylaw - 20230523 - 6502-23The Corporation of the Town of Aurora
By-law Number 6502-23
Being a By-law of The Corporation of the Town of Aurora to authorize, as
a Participating Municipality, the approval of the completed Municipal
Client Questionnaire, the adoption of an Investment Policy Statement, the
entering into of a Joint Investment Board Agreement through which
Participating Municipalities will invest under the Prudent Investor Regime,
the establishment of a Code of Conduct and the delegation to the Joint
Investment Board of the authority to appoint its Integrity Commissioner
and its Closed Meeting Investigator.
Whereas section 418.1 of the Municipal Act, 2001 (the “Act”) provides that effective
January 1, 2019, 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”);
And whereas pursuant to section 418.1 of the Act a municipality may invest money that
it does not require immediately in any security provided that in doing so it exercises the
care, skill, diligence and judgment that a prudent investor would exercise in making
such an investment and that it satisfies the requirements prescribed for the purposes of
section 418.1 on the day that the municipality passes the Prudent Investor Enabling By-
law;
And whereas paragraph 3 of section 15 of O. Reg. 438/97 (Part II) (the “Regulation”)
provides that a municipality may pass a Prudent Investor Enabling By-law under the
authority of that paragraph if the municipality satisfies the requirement prescribed in
that paragraph (the “Prescribed Requirement”) on the day such municipality passes the
Prudent Investor Enabling By-law;
And whereas paragraph 3 of section 15 of the Regulation requires that before 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 passes its Prudent
Investor Enabling By-law it must have entered into an agreement with the Joint
Investment Board and any other municipalities investing through the Joint Investment
Board on the day the municipality passes its Prudent Investor Enabling By-law
(individually such municipality is a “Participating Municipality”, collectively
“Participating Municipalities”);
And whereas subsection 17 (3) of the Regulation provides that a Participating
Municipality that satisfies the Prescribed Requirement may invest money and
investments that it does not require immediately only by having a Joint Investment
Board that meets the following criteria do so on its behalf: (i) the Joint Investment
Board is the subject of an agreement referred to in paragraph 3 of section 15; and (ii)
the Joint Investment Board has been given the control and management of the
Participating Municipality’s money and investments, by the Participating Municipality
delegating to the Joint Investment Board, a) the Participating Municipality’s powers to
make the investments, and b) the Participating Municipality’s duties under section 418.1
of the Act;
By-law Number 6502-23 Page 2 of 4
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 whereas the Treasurer of The Corporation of the Town of Aurora (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 on behalf of the Founding Municipalities under
that agreement and that ONE JIB will also invest under that agreement for other Ontario
municipalities, as Participating Municipalities, from time to time (the “ONE JIB
Agreement”) 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,
including the Founding Municipalities, consent to other municipalities that comply with
the applicable requirements and criteria under the Act and the Regulation entering into
the ONE JIB Agreement from time to time;
And whereas ONE JIB is subject to all applicable provisions of the Act, including having
a code of conduct established by the councils of each of the municipalities for which it
is a local board and by having an Integrity Commissioner and Closed Meeting
Investigator appointed by the councils of the municipalities for which it is a local board.
It has a been determined 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 pursuant to an Authorizing By-law
that is substantially the same as this By-law, established the code of conduct that is
attached to the ONE JIB Agreement as part of the Terms of Reference as the code of
conduct for ONE JIB (the “Code of Conduct”) and authorized ONE JIB to make future
changes to the Code of Conduct;
By-law Number 6502-23 Page 3 of 4
And whereas the Founding Municipalities directed 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. The ONE JIB Secretary
worked with ONE Investment staff and two representatives of the Founding
Municipalities’ municipal clerks in connection with the RFP process. The results were
shared with the Founding Municipalities. Thereafter the recommended candidate(s)
were submitted to ONE JIB for its consideration and ONE JIB appointed the
recommended candidate(s) as its Integrity Commissioner and its Closed Meeting
Investigator;
And whereas each Founding Municipality pursuant to an Authorizing By-law that is
substantially the same as this 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 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, ONE JIB and the Municipality
will agree upon on an effective date for the ONE JIB Agreement vis à vis the
Municipality as a Participating Municipality and such effective 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 Town of Aurora hereby enacts
as follows:
1. The Municipality hereby 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 hereby adopts the IPS and hereby 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.
3. The Municipality hereby 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 is 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 Participating Municipalities as at the day this By-
law is passed by each such municipality delegating to ONE JIB its power to make
investments and its duties under section 418.1 of the Act with an effective date
that is the Municipality’s Prudent Effective Date and the Treasurer is hereby
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 will establish 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 establish the Code of Conduct for ONE JIB in its
By-law Number 6502-23 Page 4 of 4
capacity as a local board of that municipality and the Municipality 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 successors from time to time that is
described in the Terms of Reference which form part of the ONE JIB Agreement
the Municipality hereby delegates 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.
6.The delegation to ONE JIB of the power to appoint an initial Integrity
Commissioner and an initial Closed Meeting Investigator and their successors
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.
7.The Municipality hereby authorizes the application of section 41 8.1 of the Act to
it on the basis that the effective date of the ONE JIB Agreement vis a vis the
Municipality as a Participating Municipality will be the same date as the Prudent
Effective Date described in this By-law.
8.The Treasurer, is and on behalf of the Municipality, 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.
g.Sections 1 to 6 inclusive and section 8 of this By-law shall take effect on the day
of passing and section 7 of this By-law shall take effect on the Municipality's
Prudent Effective Date.
X/raomxrabas,xayor
Enacted by Town of Aurora Council this 23rd day of May, 2023.
Clerk
Municipal Client Questionnaire
3DJHRI
Recommended Review: Annually. However, if
a. there is a significant change in the Municipality’s circumstances (or)
b. there is a significant change in reserves/expenses
then a review is recommended within three months of the occurrence of such change.
1. CLIENT INFORMATION
1.1 NAME OF MUNICIPALITY: _____________________________________________________________________________________________________________________________________
(Municipality)
1.2 NAME OF THE TREASURER:
1.3 NAME OF PRIMARY DAY-TO-DAY CONTACT**:
1.4 TITLE OF PRIMARY DAY-TO-DAY CONTACT: ____________
1.5 ADDRESS: d
1.6 PHONE NUMBER OF TREASURER: _____________________________________________________________________________________
1.7 PHONE NUMBER OF PRIMARY DAY-TO-DAY
CONTACT: _______________________________________________________________________________________
1.8 FAX NUMBER: _______________________________________________________________________________________
1.9 EMAIL OF TREASURER: ______________________________________________________________________________________________________________________________________
1.10 E-MAIL OF PRIMARY DAY-TO-DAY CONTACT: ______________________________________________________________________________________________
1.11 DATE OF PREVIOUS MUNICIPAL CLIENT QUESTIONNAIRE:
1.12 If there have been no material changes to the information contained in the last Municipal
Client Questionnaire provided to ONE Investment, indicate here:
_______________________________________________________________________________________________________________________________________________________________________
1.13 Is the Municipality invested under Legal List with ONE Investment? Ƒ Yes Ƒ No
1.14 Is the Municipality invested under Prudent Investor Regime?Ƒ Yes Ƒ No
**Primary day-to-day contact should have a comprehensive understanding of the Municipality’s
financial position and investment needs.
Town of Aurora
Rachel Wainwright-van Kessel
Laura Sheardown
Financial Management Analyst
100 John West Way, Aurora ON L4G 6J1
905-726-4772
905-727-3123 x4136
905-727-1953
rvankessel@aurora.ca
lsheardown@aurora.ca
n/a
✔
✔
By-law Number 6502-23
Schedule "A"
By-law Number 6502-23
Schedules A, B, C Page 1 of 132
Municipal Client Questionnaire
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1.15 Please provide the following information for all individuals authorized to provide instructions to
ONE Investment:
NAME TITLE EMAIL
2. INVESTMENT KNOWLEDGE AND EXPERIENCE
2.1. Which statement best describes the Municipality’s level of investment knowledge and
experience with financial markets and products?
ԐVery limited knowledge
ԐBasic knowledge and minimal experience
ԐGood knowledge and some investment experience
ԐStrong knowledge and experience
ԐAdvanced knowledge and extensive experience
2.2 Please confirm that the Municipality is prepared to have exposure to the equity markets in
accordance with its IPS and the corresponding Investment Plan. If no such exposure is
contemplated, so state.
2.3 Check the following statements that apply to the Municipality’s current investment portfolio?
[Check all that apply]
ԐCanadian money market securities (e.g. Cash, bank accounts, HISA etc.)
ԐLocked In Investments (GIC’s PPN’s etc.)
ԐLocal Distribution Corporation Securities (cemetery, trusts, hydro funds etc.)
ԐFixed income (government and/or corporate bonds)
ԐEquities
Rachel Wainwright-van Kessel Director of Finance - Treasurer rvankessel@aurora.ca
Jason Gaertner
Manager, Financial Management jgaertner@aurora.ca
Elizabeth Quattrociocchi Manager, Accounting & Revenue
equattrociocchi@aurora.ca
Laura Sheardown
Financial Management Analyst lsheardown@aurora.ca
■
Yes.
■
■
■
■
By-law Number 6502-23
Schedules A, B, C Page 2 of 132
Municipal Client Questionnaire
3DJHRI
3. INVESTMENT OBJECTIVES AND RISK TOLERANCE
This section of the Questionnaire asks about the Municipality’s Money Not Required 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 for 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
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.
3.1 Which of the following best reflects the Municipality’s investment objectives for its MNRI?
ԐCapital preservation is the main objective. Willingness to accept low returns in order to
avoid any years with losses.
ԐAchieve moderate growth without excessive risk to capital
ԐWillingness to accept higher risk, including risk of loss of capital, for potentially higher
returns over the longer term
3.2 What is the Municipality’s risk tolerance for its MNRI?
ԐLow (Conservative Approach: A very small chance of loss of capital over a 5 year period)
ԐModerate (Moderate chance of loss of capital over a 5 year period)
ԐHigh (Greater uncertainty with potential of higher returns over a 5 year period)
3.3 Annual Return Expectations: Which range best reflects the Municipality’s expected annual
return for its MNRI?
Ԑ0% to 2% gain
Ԑ5% loss to 5% gain
Ԑ10% loss to 10% gain
3.4 Other information: Is there any other information about the Municipality’s investment
objectives and risk tolerance for its MNRI that is relevant to the IPS or Investment Plan?
_______________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________
Sections 4 and 5 of this Questionnaire asks about the Municipality’s assets, liabilities and cash flow
and is not limited to MNRI. It is intended to assist ONE Investment in obtaining an understanding
of the Municipality’s financial circumstances, including its cash flow needs.
■
■
■
By-law Number 6502-23
Schedules A, B, C Page 3 of 132
Municipal Client Questionnaire
3DJHRI
4. FINANCIAL INFORMATION
4.1 Size of Assets and Liabilities
Description Amount
Total Assets
Short Term Assets
Long Term Assets
Long Term Debt
Total Revenues
Reserves
Reserve Funds
Trust Funds
Sinking Funds
Pension Funds
Operating Funds
4.2 Cash Flow Projections by Year (e.g. Revenue Fund, Reserve Fund, Trust Fund etc.)
Type 2019 2020 2021 2022 2022-2030
Funding/Expenditure Analysis
4.3 Has the Municipality completed a cash flow analysis?
Ƒ Yes Ƒ No
Please answer 4.4 through 4.8 if cash flow analysis has been completed by the Municipality.
4.4 How often is a cash flow analysis of reserves, reserve funds and expected expenditures
completed by the Municipality?
$162,674,000
78,615,770
84,058,230
9,694,000
107,811,000
49,358,740
23,058,347
0
0
0
4,695,383
R & R Funds 8,841,210 17,443,097 14,459,816 9,930,141 70,043,909
Growth & New Funds 34,987,550 3,253,700 43,600,450 4,667,240 26,215,680
Studies & Other Funds 980,000 1,090,000 300,000 32,100 1,972,800
■
Please note that the information provided in 4.2 are approvals and we do not expect significant draw downs on MRNI in the next five years.
By-law Number 6502-23
Schedules A, B, C Page 4 of 132
Municipal Client Questionnaire
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4.5 Please specify month and year of the last update to the cash flow analysis.
4.6 How confident is your municipality with your current cash flow forecast?
Ƒ Very Confident Ƒ Moderately Confident Ƒ Considerable Uncertainty
4.7 How many years did the cash flow analysis forecast extend?
Ƒ One year Ƒ Two years Ƒ Three years Ƒ Five years Ƒ Seven years Ƒ 10 years or more
4.8 How sensitive are the expenditures of the municipality to inflation? Does the investment plan
need to emphasize sensitivity to inflation?
4.9 How much and how often does the Municipality require funds from the operating reserves?
Type of Operating Reserve Amount Needed Frequency
4.10 How does the Municipality manage unanticipated requests for funding? When was the last
occurrence and how was it handled?
_______________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________
4.11 If the Municipality has completed a capital budget and asset management plan, how many
years out does this forecast extend?
Ƒ Less than 3 years Ƒ 3-5 Years Ƒ 5-10 Years Ƒ 10 years or more
Tax Rate Stabilization varies varies
Unanticipated requests for funding are managed through reports to Council during the year.
This happens on a regular basis and the cash flow needs are managed through the monies required immediately.
■
By-law Number 6502-23
Schedules A, B, C Page 5 of 132
Municipal Client Questionnaire
3DJHRI
4.12 Are the capital reserves growing annually for the Municipality?
Ƒ Yes Ƒ No
4.13 If yes, what approximate annual rate are the capital reserves growing by?
Ƒ 1 to 2 % Ƒ 3 to 4 % Ƒ Greater than 5 %
4.14 If no, at what approximate annual rate is the Municipality’s capital reserves declining by?
Ƒ 1 to 2 % Ƒ 3 to 4 % Ƒ Greater than 5 %
4.15 What annual rate is the Municipality’s capital expenditures rising by?
Ƒ 1 to 2 % Ƒ 3 to 4 % Ƒ Greater than 5 %
4.16 Is there a particular year when the Municipality has unusual, large expected capital
expenditure(s)?
Ƒ Yes Ƒ No
4.17 If so, please explain the timing and nature of the expenditure(s)
4.18 What are the total capital reserves available for investment as the Municipality’s MNRI?
Ƒ less than $5 million Ƒ between $5 and $10 million Ƒ between $10 and $20 million
Ƒ between $20 and $49 million Ƒ between $50 million and $99 million Ƒ over $100 million
5. PORTFOLIO INFORMATION
No. Description Amount ($)
5.1 Total Amount of MNRI
5.2 Total Amount of “Money Required Immediately” - MRI
5.3 MNRI currently invested with ONE Investment
5.4 MRI currently invested with ONE Investment
5.5 Total Amount currently invested with ONE Investment
5.6 Total Locked In portion of MNRI that is not available for
investment moving to ONE JIB (e.g. local Hydro company
shares)
5.7 Total Locked In portion of funds not moving to ONE JIB due
to legislation or other requirements (e.g. cemetery trust)
■
■
■
■
2019 Cultural Centre, 2021 New Recreation Centre, 2025 New Sidewalk (growth)
■
35,000,000
92,579,068
4,189,529
3,457,738
7,647,267
0
0
By-law Number 6502-23
Schedules A, B, C Page 6 of 132
Municipal Client Questionnaire
3DJHRI
5.8 Please list the name of securities with amounts invested and maturity dates that are not fully
liquid (e.g. GIC’s, PPN’s etc.) which will be pledged as part of the Municipality’s Prudent Investor
investments (it is contemplated that proceeds from these investments will be transitioned into ONE
Investments Prudent Investor pools at maturity or earlier if instructions given to liquidate prior to
maturity.)
Type/Description Amount Maturity Date
5.9 What percentage of the MNRI portion of the portfolio is required by the Municipality in the
following time periods? ( Timeframes can be changed based on the Municipality’s requirement)
___________________________________
___________________________________
___________________________________
[@@@@@]to [@@@@@] year:
[@@@@@]to [@@@@@]years:
[@@@@@]to [@@@@@@] years:
More than 10 years: ___________________________________
6. PORTFOLIO MANAGEMENT AND ASSET ALLOCATION
Section 6 of this Questionnaire asks about the Municipality’s existing investment policies, if any.
Such policies may apply to MNRI and to MRI.
6.1 Are the Municipality’s investments subject to any prohibited investment or other similar
restrictions (Y/N)? If yes, please list:
_______________________________________________________________________________________________________________________________________________________________________
6.2 Are the Municipality’s investments subject to any investment concentration limits?
_______________________________________________________________________________________________________________________________________________________________________
GICs 8,810,471 various
Deposit Notes 9,000,000 various
Coupons & Bonds 13,000,000 various
ONE Fund Equity 4,189,529 TBD
2523
2546
30710
20
No
No
By-law Number 6502-23
Schedules A, B, C Page 7 of 132
Municipal Client Questionnaire
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6.3 Are the Municipality’s investments subject to any specific diversification requirements?
_______________________________________________________________________________________________________________________________________________________________________
6.4 Please provide here any other restrictions and constraints (i.e. other than as contained in
Municipal legislation) relating to the Municipality’s investments:
_______________________________________________________________________________________________________________________________________________________________________
7. ACKNOWLEDGEMENT
I confirm that information provided to ONE Investment in this form is complete and accurate as at
the date hereof.
Dated this _________________ day of ______________________________, 20______
_________________________________________________________ _________________________________________________________
__________________________________________________________
Name and Signature of Treasurer
_________________________________________________________
Second Signature (if Required)
No
N/A
By-law Number 6502-23
Schedules A, B, C Page 8 of 132
13197104.14
By-law Number 6502-23
Schedule "B"
INVESTMENT POLICY STATEMENT
FOR
THE CORPORATION OF THE TOWN OF AURORA (the “Municipality”)
MARCH 7, 2023
By-law Number 6502-23
Schedules A, B, C Page 9 of 132
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13197104.14
TABLE OF CONTENTS
OVERVIEW ................................................................................................................................................. 1
1. GLOSSARY AND DEFINITIONS .................................................................................................... 2
2. PURPOSE AND LEGISLATIVE FRAMEWORK ........................................................................... 6
2.1 Purpose of Policy ....................................................................................................................... 6
2.2 Governing Legislation ................................................................................................................ 6
2.3 Prudent Investor Standard ........................................................................................................ 7
3. MONEY REQUIRED IMMEDIATELY AND MONEY NOT REQUIRED IMMEDIATELY ........ 7
3.1 Determination of MNRI and MRI .............................................................................................. 7
3.2 Overview of Portfolios ................................................................................................................ 8
4. ROLES AND RESPONSIBILITIES ................................................................................................. 8
4.1 Role of ONE JIB ......................................................................................................................... 8
4.2 Role of Municipal Staff ............................................................................................................... 9
5. INVESTMENT .................................................................................................................................... 9
5.1 MRI: Short-Term Funds............................................................................................................ 9
5.1.1 Short-Term Funds: Investment Objectives .................................................................. 10
5.1.2 Short-Term Funds: Eligible Investments ..................................................................... 11
5.2 MNRI: Long-Term Funds ........................................................................................................ 11
5.2.1 Long-Term Funds: Investment Objectives ................................................................... 11
5.2.2 Long-Term Funds: Eligible Investments ....................................................................... 12
5.2.3 Long-Term Funds: Sinking Funds ................................................................................. 12
5.2.4 Long-Term Funds: Local Distribution Corporation (LDC) Securities ........................ 13
5.2.5 Long-Term Funds: Other ................................................................................................. 13
5.3 Third Party Trust Funds and Designated Funds ................................................................. 13
5.4 Investment Management ......................................................................................................... 13
5.4.1 Investment Management of Short-Term Funds ........................................................... 13
5.4.2 Investment Management of Long-Term Funds ........................................................... 13
5.5 Transition to Prudent Investor Regime ................................................................................. 13
5.6 Investment Constraints ............................................................................................................ 14
5.6.1 Environmental, Social and Governance (ESG) Investing .......................................... 14
5.6.2 Securities Lending ............................................................................................................ 14
5.6.3 Derivatives ......................................................................................................................... 14
5.6.4 Use of Leverage ............................................................................................................... 15
5.6.5 Pooled Funds .................................................................................................................... 15
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13197104.14
5.6.6 Currency Hedging ............................................................................................................ 15
5.7 Performance Monitoring, Rebalancing and Management ................................................. 15
5.7.1 Short-Term Funds ............................................................................................................ 15
5.7.2 Long-Term Funds ............................................................................................................. 15
6. ADMINISTRATIVE POLICIES ....................................................................................................... 16
6.1 Flow of Funds and Annual Municipal Budget ...................................................................... 16
6.1.1 Transfer to ONE JIB as Part of Budget Process ......................................................... 16
6.1.2 Transfer to Municipality as Part of the Budget Process ............................................. 16
6.2 Flow of Funds Otherwise than through the Budget Process ............................................. 16
6.2.1 Surplus Funds ................................................................................................................... 16
6.2.2 Contingencies ................................................................................................................... 16
6.3 Valuation of Investments ......................................................................................................... 16
6.4 Voting Rights ............................................................................................................................. 17
6.5 Internal Controls ....................................................................................................................... 17
6.6 Custodians................................................................................................................................. 17
6.7 Reporting ................................................................................................................................... 17
6.7.1 Short-Term Funds ............................................................................................................ 17
6.7.2 Long-Term Funds ............................................................................................................. 18
7. APPROVAL, SUBSEQUENT MODIFICATIONS AND EFFECTIVE DATE............................ 18
7.1 Revocation / Amendment of Previous Investment Policy .................................................. 18
7.2 Modifications to the IPS ........................................................................................................... 18
7.3 Effective Date ............................................................................................................................ 19
Appendix I: ONE JIB Agreement .......................................................................................................... 20
Appendix II: ONE External Portfolio Manager Mandates .................................................................. 21
Schedule A Third Party Trust Funds and Designated Funds ........................................................... 22
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Schedules A, B, C Page 11 of 132
13197104.14
Town of Aurora
Investment Policy Statement
OVERVIEW
Municipalities that are subject to the Municipal Act, 2001 (the “Act”) have no general power
to invest money. Such powers must be found either in express provisions of the Act or by
necessary implication.
Historically, municipalities that are subject to the Act had very limited express investment
powers under section 418 of the Act. Section 418 continues to apply to all municipalities that
are subject to the Act unless they elect to pass a by-law pursuant to the new section 418.1.
Section 418 of the Act provides that “money that is not required immediately” (MNRI) can
only be invested in securities prescribed by the Province in O. Reg. 438/97 (the
“Regulation”). These prescribed securities are generally referred to as the “Legal List
Securities” and are included in Part I of the Regulation.
Effective January 1, 2019, the new section 418.1 of the Act came into force. Section 418.1
provides that MNRI can be invested under that section in any security, provided that in
making the investment the municipality exercises the care, skill, diligence and judgment that
a prudent investor would exercise in making the investment. If a municipality elects to pass
a by-law under section 418.1, the effect will be that its MNRI must be invested in
accordance with the prudent investor regime. The rules, conditions and procedures that
apply to investments under section 418.1 are set out in Part II of the Regulation.
Investing MNRI in Legal List Securities or in accordance with the prudent investor regime
are mutually exclusive alternatives. That is to say, section 418 does not apply to a
municipality that has adopted the prudent investor regime under section 418.1.
Every municipality, regardless of whether section 418 or 418.1 applies to it, has MNRI and
also money that is required immediately (MRI). Municipalities retain the management and
control of their MRI. The Act does not include any express provisions that deal with the
investment of MRI. However, it is consistent with prudent practice to invest such money
until it is actually spent, in order to preserve the capital value of that money. Accordingly, it
is necessarily implied that a municipality has the power to invest such money on a short
term basis. Because the Act is silent as to how municipalities are to deal with MRI and
because of the historical investment powers under the Act, a conservative approach is to
invest MRI in appropriate Legal List Securities.
Municipalities that elect to pass a by-law pursuant to the new section 418.1 include in their
investment policy:
(i) the basis upon which they distinguish between MNRI and MRI,
(ii) principles governing the investment of each category of money, and
(iii) This Investment Policy Statement (IPS) is intended to respond to the foregoing
requirements.
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Town of Aurora staff and Council understand that the funds being invested belong to the
residents of Aurora. This investment and procedures documentation will ensure that all
funds are invested with care, diligence and judgement of a prudent investor with a primary
objective of principal preservation while maximizing returns.
1. GLOSSARY AND DEFINITIONS
The following capitalized terms are defined terms which have the meanings set out belo w:
Act: means the Municipal Act, 2001, S.O. 2001, c. 25, as amended from time to time.
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.
Asset Class: An asset class is a specific category of assets or investments, such as cash,
fixed income, equities, alternative investments, real estate etc.
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.
Authorizing By-law: means a by-law of a Participating Municipality which authorizes: (i) the
approval of the Client Questionnaire and the adoption of the IPS; and (ii) the entering into of
the ONE JIB Agreement.
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.
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.
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.
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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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.
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.
External Portfolio Managers: means external third-party investment management firms
whose investment offerings are accessed by ONE JIB directly or through services provided
to a Pooled Fund. External Portfolio Managers are agents authorized by ONE JIB in
accordance with Part II of the Regulation.
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.
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.
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.
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.
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.
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.
Leverage: means an instrument strategy of 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.
Local Distribution Corporation or LDC: means a corporation incorporated under section
142 of the Electricity Act, 1998.
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Long-Term Money: means the 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 5.2. Monies that are Long Term Money will be invested in accordance with the
Prudent Investor Standard.
MNRI: means money that is not required immediately
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.
MRI: means money required immediately.
Municipality: means The Corporation of the Town of Aurora.
ONE JIB: means ONE Joint Investment Board, established by certain founding
municipalities under section 202 of the Act as a JIB for purposes of Part II of the Regulation,
which is the duly appointed JIB for the Municipality, as constituted from time to time and
which acts in accordance with the Act, the Regulation, the ONE JIB Agreement, including
the Terms of Reference, this IPS and the Investment Plan.
ONE JIB Agreement: means the agreement effective as of DATE TBD, 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.
Outcome: in the context of the municipality’s IPS the word ‘outcome’ is used
interchangeably with ‘solutions’. Investment outcomes are a set of investment allocations
with varying risk/return characteristics. The outcomes assigned to each investor are
intended to reflect the needs and circumstances of the municipality. MNRI may be invested
into several outcomes based on the characteristics of the municipality’s accounts/reserves
and its saving and spending needs.
ONE JIB’s Outcome Framework: a set of Investment Outcomes designed by the ONE JIB
to categorize the potential goals of investing MNRI. Each Outcome has a unique Asset
Allocation with risk/return characteristics that are aligned with the intended use of the money
assigned to the outcome.
Operational: means the funds required to meet annual operating and capital plan needs.
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.
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.
Portfolio: means any collection of funds that are grouped together and required for specific
purposes.
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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.
Prudent Effective Date: means DATE TBD, the date on which the prudent investor regime
applies to the Municipality.
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.
Regulation: means Ontario Regulation 438/97.
Risk: means the uncertainty of future investment returns or chance of loss of capital.
Risk Tolerance: means the financial ability and willingness to absorb a loss in return for
greater potential for gains.
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.
Short-Term Money: means money that is required immediately by the Municipality as
described in section 5.1 and which remains under the control and management of the
Municipality. The money can be invested in appropriate Legal List Securities.
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.
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 when such debentures are issued.
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.
Sinking Fund Excess Earnings: means the investment earnings in excess of the required
earnings.
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2. PURPOSE AND LEGISLATIVE FRAMEWORK
2.1 Purpose of Policy
This IPS governs the investment of the Municipality's MNRI and MRl. It is intended,
among other things, to direct the 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 XXXX-23 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.
ln addition to the Municipality's MRI and MNRI, the Municipality is from time to time
entrusted with the management of money and investments for a third-party
beneficiary ("third party trust funds").
There are also source(s) of money in which the Municipality may have an indirect
interest but which the Municipality currently has no authority to invest. Such
source(s) of money, referred to in this IPS as "designated funds", are listed in
Schedule A attached hereto. The designated funds are identified in this IPS for the
sole purpose of enabling the Municipality to better see, on an aggregated basis, the
various financial assets in which the Municipality has an interest. The Municipality is
not responsible for the investment activities or performance of designated funds.
The goals of this IPS are to:
● Define and assign responsibilities for investment of MRI and MNRI;
● Describe the Municipality’s responsibilities with respect to third party trust
funds and designated funds
● Ensure compliance with the applicable legislation;
● Direct ONE JIB as to the Municipality’s investment goals and risk tolerance;
● Provide guidance and limitations regarding the investments and their
underlying risks;
● Establish a basis of evaluating investment performance and the underlying
risks; and,
● Establish a reporting standard to Council.
This IPS applies to employees of the Municipality, to ONE JIB and to the employees
of ONE Investment. ONE JIB, the 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.
2.2 Governing Legislation
Investments of MRI will, in accordance with this IPS, only be made in Legal List
Securities.
Investments of 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.
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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.
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:
● General economic conditions;
● The possible effect of inflation or deflation;
● The role that each investment plays within the Municipality’s total portfolio of
investments;
● The expected total return from income and the appreciation of capital; and
● Needs for liquidity, regularity of income and preservation or appreciation of
capital.
2.3 Prudent Investor Standard
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.
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.
3. MONEY REQUIRED IMMEDIATELY AND MONEY NOT REQUIRED IMMEDIATELY
3.1 Determination of MNRI and MRI
Determination of the Municipality’s MNRI is the responsibility of Council. In making
the determination, Council may consider:
● the time horizon within which the monies are needed to meet financial
obligations
● the purpose for which the monies have been collected or set aside and are
to be used
● the source of the money
● any combination of the foregoing
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The Municipality’s MNRI will be comprised of money that is to be used to meet
financial obligations that become due more than 18 months from the date of receipt
of such money by the Municipality.
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 2.1) shall be deemed for purposes of this IPS to be MRI.
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 6.2.
Any changes in this IPS regarding the Municipality’s MNRI and MRI must be
communicated immediately in writing to ONE JIB.
3.2 Overview of Portfolios
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 below. This IPS applies to the following money of the Municipality, its
agencies, boards and commissions including:
● MRI which is invested in Legal List Securities; and/or
● MNRI which is invested under the Prudent Investor Standard.
4. ROLES AND RESPONSIBILITIES
4.1 Role of ONE JIB
ONE JIB has been appointed by the Municipality in accordance with the
requirements of the Act and the Regulation and on the terms and conditions set out
in the ONE JIB Agreement (Appendix I).
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.
Among the responsibilities of ONE JIB are the following:
● Reviewing this IPS;
● Adopting and maintaining an Investment Plan that complies with this IPS;
● Engaging External Portfolio Managers, Custodians, administrators and other
investment professionals (Agents);
● Allocating the money and investments under its control and management
among External Portfolio Managers and their funds in compliance with this
IPS;
● Monitoring the performance of the Agents; and,
● Reporting to the Municipality.
The foregoing is subject to the more detailed terms and conditions contained in the
ONE JIB Agreement.
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4.2 Role of Municipal Staff
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 2.1, remain under the control and management of
the Treasurer.
Consistent with this IPS, the Treasurer is responsible for the implementation of the
investment program and the establishment of investment procedures which shall
include:
● Investment management of MRI and any third-party trust funds referenced in
Section 2.1 by, or under the direction of, the Treasurer;
● 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,
● A system of controls exercised by the Treasurer to regulate the activities of
Deputy Treasurers and Financial Management Advisors.
No person including, without limitation, ONE JIB, may engage in an investment
transaction except as provided under the terms of this IPS.
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.
4.3 Ethics and Conflicts of Interest
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).
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.
5. INVESTMENT
5.1 MRI: Short-Term Money
The Municipality’s MRI is described in this IPS as Short-Term Money. Short-Term
Money consist of money that is needed to meet the short-term financial obligations
of the Municipality coming due within 18 months from the date of receipt of such
money and are controlled and managed by the Treasurer.
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5.1.1 Short-Term Money: Investment Objectives
The investment objectives, in the order of priority, for the Municipality for Short-Term
Money are:
● Compliance with Portfolio Restrictions: The legal authority to invest funds
comes from the Act. All investments acquired shall be in conformity with
portfolio restrictions and permissions set out in O. Reg. 438/97 – Eligible
Investments and Related Financial Agreements, as amended from time to
time. The Municipality shall not invest in a security that is expressed or
payable in any currency other than Canadian dollars.
● Preservation of Principal: Investments shall be undertaken in a manner
that seeks to ensure the preservation of principal in the overall portfolio.
Investments shall be made with judgement and care, not for speculation, but
for investment, considering the probable safety of the principal invested as
well as the probable income derived. Staff shall also endeavor to mitigate
credit and interest rate risk by: pre-qualifying the financial institutions,
brokers/dealers and advisors with which the Municipality does business;
diversifying the investment portfolio; structuring the investment portfolio so
that maturing securities meet ongoing cash flow requirements; and investing
operating funds primarily in shorter-term securities or approved liquid
investment pools.
● Maintenance of Liquidity: The investment portfolio shall remain sufficiently
liquid to meet all operating requirements that may be reasonably anticipated.
All non-equity investments shall be interest bearing in nature and equity
exposure will be limited to investments in the ONE Investment Program
equity funds. The Municipalities portfolio should be well staggered, using a
ladder approach which allows investments to mature at various times and
provides the Municipality the opportunity to build up the portfolio based on
market conditions/opportunities. A portion of the portfolio may be placed in
the ONE Investment Program, which offers compliance and liquidity.
● Maximization of the Rate of Return: The Investment Portfolio shall be
designed with the goal of maximizing the rate of return through budgetary
and economic cycles, considering the investment risk constraints and
liquidity needs. Staff will explore and utilize any eligible investment vehicles
in building the Municipality’s investment portfolio. The investment portfolio
will be managed with prudent investor principles, to maximize returns within
established risk parameters. To take advantage of short-term fluctuations in
interest rates, securities may be sold prior to maturity. Investments shall be
purchased once multiple bids are received and analysed. The highest
yielding bid, which meets the Municipality’s cash flow requirements, will be
accepted. If the highest yielding bid is not selected, an explanation
describing the rationale shall be provided. Staff involved will retain written
records of each transaction, including the name of the financial institutions,
rates quoted, description of the security, investment selected, and any
special considerations that had an impact on the decision. With the goal of
maximizing the rate of return on its investments, staff may utilize eligible
investment vehicles for which there is a sole available supplier, such as the
ONE Investment Program products. In instances such as this, multiple bids
will not be solicited.
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5.1.2 Short-Term Money: Eligible Investments
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.
5.2 MNRI: Long-Term Money
The Municipality’s MNRI is described in Section 3.2 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.
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.
5.2.1 Long-Term Money: Investment Objectives
In setting the objectives noted below, the Municipality has taken into account the
following considerations:
• Preservation of capital;
• Adequate liquidity that takes into account the needs of financial obligations
and reasonably anticipated budgetary requirements;
• Diversification by asset class, market, sector, issuer, credit quality and term
to maturity;
• Income and capital appreciation; and,
• Macro risks, such as inflation, economic growth and interest rates.
The municipality’s investment objectives for its Long-Term Money (MNRI) can be
achieved via allocations to the Outcomes defined within the ONE JIB’s Outcome
Framework. The table below provides a summary of this framework.
Outcome
Category
Outcome Strategy Objective Risk Tolerance,
Liquidity
Investment
Horizon
Cash Cash Preservation of
Capital
Low risk; high
liquidity
< 3 years
Stable Return Stable Return Income Generation;
To generate returns
to fund recurring
needs
Moderate risk with
emphasis on
growth and stable
returns, regular
liquidity
> 5 years
(Perpetual)
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Contingency Contingency Contributions for
unexpected and
infrequent events
Higher risk;
emphasis on
longer-term capital
growth with some
liquidity
> 5 years
(Perpetual)
Asset Mgt Reserves Contributions to
generate returns to
fund asset
management
reserves
Higher risk;
emphasis on
longer-term capital
growth low liquidity
> 10 years
(Perpetual)
Target Date Target Date 3-5 yrs Preservation of
capital
Low risk; high
liquidity
3 – 5 years
Target Date 5-10
yrs
Contributions
toward capital
projects, mitigate
inflation impacts
and meet target
funding
requirements
Moderate risk,
liquid
5 – 10 years
Target Date 10+ yrs Contributions
toward capital
projects, mitigate
inflation impacts
and meet target
funding
requirements
Higher risk,
emphasis on long-
term inflation-
adjusted growth
> 10 years
Investment of long-term money is to be managed by ONE JIB, in a way that
balances the investment objectives, with a level of risk that is appropriate for the
municipality. The MNRI invested with ONE JIB will be broadly diversified to help
reduce the volatility of 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.
5.2.2 Long-Term Money: Eligible Investments
Eligible investments for Long-Term Money include any Pooled Fund or other
collective investment vehicle or institutional investment management product
sponsored or managed by ONE Investment 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
Additionally, nothing in this IPS prevents Long-Term Money from being held in cash,
short term money market instruments, or overnight deposits.
5.2.3 Long-Term Money: Sinking Funds
Not applicable.
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5.2.4 Long-Term Money: Local Distribution Corporation (LDC) Securities
Not applicable.
5.2.5 Long-Term Funds: Other
Not applicable.
5.3 Third Party Trust Funds and Designated Funds
Not applicable.
5.4 Investment Management
5.4.1 Investment Management of Short-Term Money
The investment of Short-Term Funds shall be controlled and managed by the
Treasurer and his/her designate as documented in By-law #6219-19, Schedule “C”.
5.4.2 Investment Management of Long-Term Money
The investment of Long-Term Money shall be controlled and managed by ONE JIB
in accordance with this IPS.
Competent External Portfolio Managers shall be appointed by ONE JIB and they
shall enter into an agreement with ONE Investment that complies with this IPS and
Part II of the Regulation and provide compliance and performance reports. In
accordance with the applicable regulatory requirements, ONE JIB shall make any
External Portfolio Manager changes deemed in the best interest of the Municipality.
For each External Portfolio Manager, 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 each
External Portfolio Manager’s guidelines.
5.5 Transition to Prudent Investor Regime
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.
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.
Management of third-party trust funds and any designated funds is not directly
affected by the Prudent Effective Date.
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5.6 Investment Constraints
5.6.1 Environmental, Social and Governance (ESG) Investing
The Municipality supports ESG investing for Short-Term and Long-Term Money. The
Town believes that well-managed companies are those that demonstrate high
ethical and environmental standards and respect for their employees, human rights,
and the communities in which they do business, and that these actions contribute to
long term financial performance.
For the investment of short-term funds will be done in compliance with the
investment objectives identified in section 5.1.1. Accommodating specific ESG
considerations may not be possible due to conflicts with the investment objectives.
The Town 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.
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.
5.6.2 Securities Lending
For the investment of Short-Term Money securities lending is permitted through
ONE Investment Program investments only.
For the investment of Long-Term Funds, 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.
5.6.3 Derivatives
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.
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5.6.4 Use of Leverage
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.
5.6.5 Pooled Funds
All investment strategies may be pursued directly through holdings of corporate and
government issuers and indirectly via pooled funds and investment funds or any
combination thereof. The investment strategies may also include allocations to cash
or short-term investment vehicles.
5.6.6 Currency Hedging
The Short-Term Portfolio will not utilize currency hedging.
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.
5.7 Performance Monitoring, Rebalancing and Management
5.7.1 Short-Term Money
For the investment of Short-Term Money, Municipality staff will monitor the cash flow
needs of the Municipality on a periodic basis. Should the needs on the Municipality
no longer be met by the asset mix, staff will make changes, at the discretion of the
Treasurer, taking into consideration the Short-Term Investment objectives.
5.7.2 Long-Term Money
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.
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 6.6 that shows the Municipality’s holdings, declares
compliance with this IPS and shows External Portfolio Manager performance.
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6. ADMINISTRATIVE POLICIES
6.1 Flow of Money and Annual Municipal Budget
6.1.1 Transfer to ONE JIB as Part of Annual Review Process
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.
6.1.2 Transfer to Municipality as Part of the Annual Review Process
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.
6.2 Flow of Money Otherwise than through the Budget Process
6.2.1 Surplus Funds
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
Money. Amounts so transferred will be recorded annually in the Investment Plan and
allocated by ONE JIB in accordance with the Investment Plan.
6.2.2 Contingencies
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 6.1.1 shall be
included and any amount to be returned by ONE JIB to the Municipality pursuant to
Section 6.1.2 shall be excluded.
6.3 Valuation of Investments
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
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13197104.14
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.
6.4 Voting Rights
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.
6.5 Internal Controls
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.
6.6 Custodians
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 Funds the following is a list of financial institutions authorized to
provide investment services to the Municipality. This list will be maintained and
updated as the business environment changes:
● TD Canada Trust
● CIBC Wood Gundy
● BMO Nesbitt Burns Inc.
● RBC Dominion Securities Inc.
● Raymond James Ltd.
● Canaccord Genuity
● ONE Investment
6.7 Reporting
6.7.1 Short-Term Money
For the investment of Short-Term Funds, the Treasurer shall provide an annual
investment report to Council. The Investment report shall contain:
● A statement about the performance of the investments during the period
covered by the report;
● A statement by the Treasurer as to whether or not, in their opinion, all
investments are consistent with the investments policies and goals of the
Municipality;
● Listing of all investments by maturity date;
● Percentage of total portfolio that each type of investment represents; and
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● Such other information that Council may request, or that the Treasurer may
consider pertinent.
6.7.2 Long-Term Money
The Regulation provides that ONE JIB shall submit an investment report to Council
in respect of the investment of Long-Term Money at least annually. This report shall
include the following.
● Investment performance during the period covered by the report;
● Asset mix of the total portfolio;
● 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;
● A list of all transactions including the security name, trade date, and the
purchase and/or sale price;
● 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
● Any other pertinent information in the opinion of the Treasurer.
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.
7. APPROVAL, SUBSEQUENT MODIFICATIONS AND EFFECTIVE DATE
7.1 Revocation / Amendment of Previous Investment Policy
This policy replaces any existing investment policy of the Municipality, in its entirety,
and all previous investment policies are revoked and repealed.
7.2 Modifications to the IPS
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.
Following the Council’s review of the IPS, ONE JIB shall review the Investment Plan
and update it, if required.
At a minimum, the annual review will consider:
● the adequacy of funding for capital works;
● the Municipality’s ability to reduce other spending;
● flexibility of the timeframe to payout; and
● sensitivity to loss.
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7.3 Effective Date
This IPS is adopted by Council of the Municipality effective DATE TBD. 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.
Signed by:
Treasurer
Date
By-law Number 6502-23
Schedules A, B, C Page 30 of 132
13197104.14
Appendix I: ONE JIB Agreement
By-law Number 6502-23
Schedules A, B, C Page 31 of 132
13197104.14
Appendix II: ONE External Portfolio Manager Mandates
By-law Number 6502-23
Schedules A, B, C Page 32 of 132
13197104.14
Schedule A
Third Party Trust Funds and Designated Funds
Third Party Trust Funds
1. None
Designated Funds
2. None
By-law Number 6502-23
Schedules A, B, C Page 33 of 132
11939006.38
By-law Number 6502-23
Schedule "C"
ONE JOINT INVESTMENT BOARD AGREEMENT
Dated as of July 2, 2020
Between
ONE JOINT INVESTMENT BOARD
and
ONE INVESTMENT
and
Each of the Municipalities Listed in Schedule A hereto
(THE PARTICIPATING MUNICIPALITIES)
And
[----------------------------------------------------------------------------------------------------]
THE APPLICANT MUNICIPALITY
By-law Number 6502-23
Schedules A, B, C Page 34 of 132
Table of Contents
Page
11939006.38
SECTION 1 - INTERPRETATION ..................................................................................................................... 2
1.01 Definitions. ......................................................................................................................... 2
1.02 Governing Law. .................................................................................................................. 4
1.03 Headings and Table of Contents. ....................................................................................... 4
1.04 Number and Gender. ......................................................................................................... 4
1.05 Severability. ....................................................................................................................... 5
SECTION 2 - ONE JOINT INVESTMENT BOARD ............................................................................................. 5
2.01 Appointment. ..................................................................................................................... 5
2.02 Exclusive Appointment. ..................................................................................................... 5
2.03 Delegation. ......................................................................................................................... 5
2.04 Acceptance. ........................................................................................................................ 5
2.05 Acceptance by Participating Municipalities. ...................................................................... 5
SECTION 3 - DUTIES OF ONE JIB ................................................................................................................... 5
3.01 Duties. ................................................................................................................................ 5
3.02 Engagement of Agents. ...................................................................................................... 6
3.03 Role of ONE Investment. .................................................................................................... 6
3.04 Monitoring Performance. .................................................................................................. 6
3.05 Further Authorizations. ...................................................................................................... 6
SECTION 4 - REPRESENTATIONS AND WARRANTIES .................................................................................... 7
4.01 Representations and Warranties of Applicant Municipality. ............................................ 7
4.02 Representations and Warranties of Participating Municipalities. ..................................... 7
4.03 Representations and Warranties of Founding Municipalities. .......................................... 7
4.04 Representations and Warranties of ONE JIB. .................................................................... 8
4.05 Representations and Warranties of ONE Investment. ...................................................... 8
SECTION 5 - INVESTMENT POLICY AND INVESTMENT PLAN ........................................................................ 8
5.01 Investment Policy. .............................................................................................................. 8
5.02 Investment Plan. ................................................................................................................ 9
5.03 Amendments.................................................................................................................... 10
5.04 Additions and Withdrawals of Money and Investments. ................................................ 11
SECTION 6 - AGENTS .................................................................................................................................. 12
6.01 Authority. ......................................................................................................................... 12
6.02 Administrator. .................................................................................................................. 12
By-law Number 6502-23
Schedules A, B, C Page 35 of 132
Table of Contents
(continued)
Page
11939006.38
6.03 Custodian. ........................................................................................................................ 12
6.04 External Portfolio Managers. ........................................................................................... 12
6.05 No rights to assets. .......................................................................................................... 12
SECTION 7 - COMPOSITION AND GOVERNANCE OF ONE JIB ..................................................................... 13
7.01 Appointment and Term of Members. .............................................................................. 13
7.02 Prohibition re Membership. ............................................................................................ 13
7.03 Municipal Treasurers. ...................................................................................................... 13
7.04 Procedural and Other Matters Relating to ONE JIB. ........................................................ 13
7.05 Paramountcy. ................................................................................................................... 13
SECTION 8 - REPORTING ............................................................................................................................ 14
8.01 Annual Investment Report. .............................................................................................. 14
8.02 Compliance Reporting. .................................................................................................... 14
SECTION 9 - FEES AND EXPENSES............................................................................................................... 14
9.01 Fees and expenses. .......................................................................................................... 14
9.02 Fees Payable to Agents. ................................................................................................... 14
SECTION 10 - STANDARD OF CARE AND LIMITATION OF LIABILITY ........................................................... 14
10.01 Standard of Care. ............................................................................................................. 14
10.02 Limitation on liability. ...................................................................................................... 14
10.03 Indemnification. ............................................................................................................... 14
10.04 Performance of Trusts. .................................................................................................... 15
10.05 Where IPS Imprudent. ..................................................................................................... 15
SECTION 11 - COMPLAINTS HANDLING ..................................................................................................... 15
11.01 Initial Complaints. ............................................................................................................ 15
11.02 Escalation. ........................................................................................................................ 16
SECTION 12 - AMENDMENTS TO THE AGREEMENT ................................................................................... 16
12.01 Amendments not Requiring Approval of Participating Municipalities. ........................... 16
12.02 Amendments Requiring Approval of Participating Municipalities. ................................. 17
12.03 Restatements. .................................................................................................................. 18
SECTION 13 - WITHDRAWAL ...................................................................................................................... 18
13.01 Withdrawal from ONE JIB by Regulation. ........................................................................ 18
13.02 Withdrawal from ONE JIB by a Participating Municipality that is not a Founding
Municipality. .................................................................................................................... 18
By-law Number 6502-23
Schedules A, B, C Page 36 of 132
Table of Contents
(continued)
Page
11939006.38
13.03 Withdrawal from ONE JIB by a Founding Municipality. ................................................... 18
13.04 Procedures re Withdrawal. .............................................................................................. 19
SECTION 14 - DIRECTIONS, INSTRUCTIONS AND NOTICES ........................................................................ 19
14.01 Certificate re Authorized Persons. ................................................................................... 19
14.02 Reliance on Authorized Persons. ..................................................................................... 20
14.03 Reliance on Experts and Others. ...................................................................................... 20
SECTION 15 TERM AND TERMINATION ..................................................................................................... 20
15.01 Termination of Agreement. ............................................................................................. 20
15.02 Participating Municipalities may not Dissolve ONE JIB. .................................................. 21
SECTION 16 - GENERAL .............................................................................................................................. 21
16.01 Notice. .............................................................................................................................. 21
16.02 Application of the Municipal Affairs Act. ......................................................................... 22
16.03 Further action. ................................................................................................................. 22
16.04 Benefit. ............................................................................................................................. 22
16.05 Counterparts. ................................................................................................................... 22
16.06 Electronic Signatures. ...................................................................................................... 22
SCHEDULE A PARTICIPATING MUNICIPALITIES (INCLUDING ADDRESS FOR NOTICES) .............................. 25
SCHEDULE B - 1 FORM OF APPLICANT/PARTICIPATING MUNICIPALITY PRUDENT INVESTOR
ENABLING BY-LAW FOR APPLICANT MUNICIPALITIES ..................................................... 26
SCHEDULE B - 2 FORM OF APPLICANT/PARTICIPATING MUNICIPALITY PRUDENT INVESTOR
AUTHORIZING BY-LAW-PARTICIPATING MUNICIPALITY ................................................. .30
SCHEDULE B - 3 FORM OF APPLICANT/PARTICIPATING MUNICIPALITY PRUDENT INVESTOR
ENABLING BY-LAW FOR APPLICANT MUNICIPALITIES ................................................... 365
SCHEDULE B - 4 FORM OF FOUNDING MUNICIPALITY AUTHORIZING BY-LAW ....................................... 398
SCHEDULE B - 5 FORM OF FOUNDING MUNICIPALITY PRUDENT INVESTOR ENABLING BY-LAW ............ .43
SCHEDULE C TERMS OF REFERENCE FOR ONE JIB ................................................................................... 476
SCHEDULE D FEES AND EXPENSES ............................................................................................................ .92
By-law Number 6502-23
Schedules A, B, C Page 37 of 132
ONE JOINT INVESTMENT BOARD AGREEMENT
This Agreement Dated as of July 2, 2020 made between
ONE JOINT INVESTMENT BOARD
and
ONE INVESTMENT
and
Each of the Municipalities Listed in Schedule A hereto
and
[----------------------------------------------------------------------------------------------------]
THE APPLICANT MUNICIPALITY
RECITALS:
A. The 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 the 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;
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:
By-law Number 6502-23
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11939006.38
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 offerings are accessed by ONE JIB directly or through services provided to a ONE
Investment Pool. 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
By-law Number 6502-23
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11939006.38
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 Joint Investment Board
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
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;
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11939006.38
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;
ONE Investment Pool means a pooled investment vehicle whose securities are available to
Participating Municipalities through ONE Investment as part of the One Investment Offering;
ONE JIB means the ONE Joint Investment Board, established by the Founding Municipalities as a
Joint Investment Board under Part II of the Regulation, as constituted from time to time and acting
pursuant to its Terms of Reference as set out in Schedule C;
ONE JIB Services Agreement means the service agreement effective as at May 19, 2020 between
ONE JIB and ONE Investment pursuant to which ONE Investment has been appointed an Agent of
ONE JIB to, among other things, provide certain management, administrative and other services
to ONE JIB;
Participating Municipalities means from time to time each of the municipalities for whom ONE
JIB acts as the Joint Investment Board under the terms of this Agreement and includes the
Founding Municipalities, any other Participating Municipalities from time to time and also, upon
execution by the Applicant Municipality of this Agreement, the Applicant Municipality;
Payment Servicer means at any time a Canadian financial institution which at such time has been
approved by ONE JIB to facilitate the transfer of assets of a Participating Municipality between
the Participating Municipality’s financial institution and an Investment Account;
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.
By-law Number 6502-23
Schedules A, B, C Page 41 of 132
11939006.38
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, 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.
2.03 Delegation. To the fullest extent required by the Act and the Regulation, the Applicant
Municipality hereby gives control and management of its investments 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 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 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;
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(d) monitor the performance of the Agents;
(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 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;
(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
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similarly will not permit further 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.
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 taken all actions necessary to authorize it to enter into this Agreement, including
passing such Authorizing By-law as the Applicant Municipality has deemed necessary
(which Authorizing By-law can also constitute the Applicant Municipality’s Prudent
Investor Enabling By-law), which form of Authorizing by-law is appended hereto as
Schedule B-1;
(b) it has prepared a Prudent Investor Enabling By-law under which section 418.1 of the Act
will apply to it as of the Prudent Effective Date, which form of by-law is appended hereto
as Schedule B-1;
(c) such Prudent Investor Enabling By-law will be passed by the council of the Applicant
Municipality in compliance with the Act and it shall set out a Prudent Effective Date that
is after the date the Applicant Municipality has entered into this Agreement;
(d) it has prepared a written IPS which complies with the Act and has been approved by
council and such IPS shall be delivered to ONE JIB and ONE Investment in the manner set
out in Section 16.01.
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), which form of Authorizing by-law is appended hereto as
Schedule B-1;
(b) it has duly passed a Prudent Investor Enabling By-law under which section 418.1 of the
Act applies to it as of the Prudent Effective Date, which by-law is in full force and effect;
(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:
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(a) it has taken all actions necessary to authorize it to enter into this Agreement, including
passing an Authorizing By-law which form of by-law is appended hereto as Schedule B-2;
(b) it has prepared a Prudent Investor Enabling By-law under which section 418.1 of the Act
will apply to it as of the Prudent Effective Date set out therein, which form of by-law is
appended hereto as Schedule B-3, and will pass such Prudent Investor Enabling By-law
after all Founding Municipalities have entered into this Agreement;
(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.
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;
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(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 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
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.
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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
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
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Municipality in accordance with Section 5.03(a), Section 5.03(d), or Section 5.04(b) 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.
(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
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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 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
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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 (JIB 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.
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 JIB 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 JIB 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
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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.
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. 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 JIB 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 JIB 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 Indemnified Party may be subject by reason of the management and
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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 JIB 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 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.
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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 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 ;
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
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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.
12.02 Amendments Requiring Approval of Participating Municipalities.
(a) No amendment may be made to, or action taken under, this Agreement in respect of the
matters described in subparagraphs (1) through (5) of this paragraph (a) of Section 12.02
except with the approval of the Participating Municipalities representing at least 75% of
the Participating Municipalities who are at that time parties to this Agreement, and who
in the aggregate have not less than 50% by market value of the money or investments
which are then under the control and management of ONE JIB, such approval to be
evidenced by a by-law of the council of an approving Participating Municipality, passed in
compliance with the Act, in form and substance satisfactory to ONE JIB:
(1) removal of any member of ONE JIB;
(2) any increase in the size of ONE JIB;
(3) any change to Section 3.05 relating to further authorizations (sub-delegation);
(4) any change to Section 7.03 relating to municipal treasurers; or
(5) any change to the amendment provisions of this Agreement.
(b) Notwithstanding the provisions of this Section 12.02, no amendment to this Agreement
may enlarge the power or authority of ONE JIB in a manner inconsistent with the Act or
the Regulation.
(c) Any amendment to this Agreement (including any schedule hereto) which under
applicable law requires the approval of the Participating Municipalities shall be effective
only upon the written approval of such amendment by the treasurers of the Participating
Municipalities, in form and substance satisfactory to ONE JIB.
(d) 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 Municiaplities 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 in to 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 in to 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
Founding Municipality may withdraw from ONE JIB for any reason provided that all of the
following conditions are met:
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(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 JIB 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 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.
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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.
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:
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(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
200 University Ave., Suite 801
Toronto, ON M5H 3C6
Attention: The Secretary with copy to the Chair
email: dkelly@oneinvestment.ca
ONE Investment
200 University Ave., Suite 801
Toronto, ON M5H 3C6
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.
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(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.
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The parties have executed this Agreement on the dates set out below.
ONE INVESTMENT
DATE:
BY:
(Signature)
(Print Name, Title)
DATE:
BY:
(Signature)
(Print Name, Title)
ONE JOINT INVESTMENT BOARD
DATE:
BY:
(Signature)
(Print Name, Title)
DATE:
BY:
(Signature)
(Print Name, Title)
By-law Number 6502-23
Schedules A, B, C Page 60 of 132
24
11939006.38
COUNTERPART OF
ONE JOINT INVESTMENT BOARD AGREEMENT
BY: [__________________________________________________]
DATE:
BY: [HEAD OF COUNCIL (Title) - _______________________________]
(Signature)
(Print Name)
BY: [CLERK (Title) -_____________________________]
(Signature)
(Print Name)
By-law Number 6502-23
Schedules A, B, C Page 61 of 132
25
11939006.38
SCHEDULE A
PARTICIPATING MUNICIPALITIES
(INCLUDING ADDRESS FOR NOTICES)
Town of Bracebridge
1000 Taylor Court
Bracebridge, ON P1L 1R6
ATTN: Director of Finance/Treasurer
Phone: (705) 645-6319 x262
Town of Huntsville
37 Main St. East
Huntsville, ON P1H 1A1
ATTN: Manager of Finance/Treasurer
Phone: (705) 789-1751 x2251
Town of Innisfil
2101 Innisfil Beach Rd.
Innisfil, ON L9S 1A1
ATTN: Manager, Legal & Clerk Services/Clerk
Phone: (705) 436-3740 x1401
Municipality of Neebing
4766 Highway 61
Neebing, ON P7L 0B5
ATTN: Clerk-Treasurer
Phone: (807) 474-5331
City of Kenora
1 Main Street South
Kenora, ON P9N 3X2
ATTN: Treasurer
Phone: (807) 467-2013
The District Municipality of Muskoka
70 Pine Street
Bracebridge, ON P1L 1N3
ATTN: Commissioner, Finance & Corporate
Services
Phone: (705) 645-2100 x4255
The Corporation of the City of Quinte West
7 Creswell Drive
Trenton, ON K8V 5R6
ATTN: Director of Finance/Treasurer
Phone: (613) 392-2841
Town of Whitby
575 Rossland Rd. E.
Whitby, ON L1N 2M8
ATTN:Commissioner,Corporate
Services/Treasurer
Phone: (905) 430-4314
By-law Number 6502-23
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11939006.38
SCHEDULE B - 1
FORM OF APPLICANT/PARTICIPATING MUNICIPALITY
PRUDENT INVESTOR ENABLING BY-LAW FOR APPLICANT MUNICIPALITIES
[__________________________________________________________________________]
By-law Number [_____________]
A By-law of
[____________________________________________________]
to authorize, as a Participating Municipality, the approval of the
completed Municipal Client Questionnaire, the adoption of an
Investment Policy Statement, the entering into of a Joint
Investment Board Agreement through which Participating
Municipalities will invest under the Prudent Investor Regime, the
establishment of a Code of Conduct and the delegation to the
Joint Investment Board of the authority to appoint its Integrity
Commissioner and its Closed Meeting Investigator.
WHEREAS section 418.1 of the Municipal Act, 2001 (the “Act”) provides that effective
January 1, 2019, 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”);
AND WHEREAS pursuant to section 418.1 of the Act a municipality may invest money that it
does not require immediately in any security provided that in doing so it exercises the care,
skill, diligence and judgment that a prudent investor would exercise in making such an
investment and that it satisfies the requirements prescribed for the purposes of section 418.1
on the day that the municipality passes the Prudent Investor Enabling By-law;
AND WHEREAS paragraph 3 of section 15 of O. Reg. 438/97 (Part II) (the “Regulation”) provides
that a municipality may pass a Prudent Investor Enabling By-law under the authority of that
paragraph if the municipality satisfies the requirement prescribed in that paragraph (the
“Prescribed Requirement”) on the day such municipality passes the Prudent Investor Enabling
By-law;
AND WHEREAS paragraph 3 of section 15 of the Regulation requires that before 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 passes its Prudent Investor Enabling By-law it must
have entered into an agreement with the Joint Investment Board and any other municipalities
investing through the Joint Investment Board on the day the municipality passes its Prudent
Investor Enabling By-law (individually such municipality is a “Participating Municipality”,
collectively “Participating Municipalities”);
AND WHEREAS subsection 17 (3) of the Regulation provides that a Participating Municipality
that satisfies the Prescribed Requirement may invest money and investments that it does not
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require immediately only by having a Joint Investment Board that meets the following criteria
do so on its behalf: (i) the Joint Investment Board is the subject of an agreement referred to in
paragraph 3 of section 15; and (ii) the Joint Investment Board has been given the control and
management of the Participating Municipality’s money and investments, by the Participating
Municipality delegating to the Joint Investment Board, a) the Participating Municipality’s
powers to make the investments, and b) the Participating Municipality’s duties under section
418.1 of the Act;
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 WHEREAS the treasurer of The Corporation of the [insert name of the relevant
Participating 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 “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 on behalf of the Founding Municipalities under that agreement
and that ONE JIB will also invest under that agreement for other Ontario municipalities, as
Participating Municipalities, from time to time (the “ONE JIB Agreement”) 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, including
the Founding Municipalities, consent to other municipalities that comply with the applicable
requirements and criteria under the Act and the Regulation entering into the ONE JIB
Agreement from time to time;
AND WHEREAS ONE JIB is subject to all applicable provisions of the Act, including having a code
of conduct established by the councils of each of the municipalities for which it is a local board
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11939006.38
and by having an Integrity Commissioner and Closed Meeting Investigator appointed by the
councils of the municipalities for which it is a local board. It has a been determined 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 pursuant to an Authorizing By-law that is
substantially the same as this By-law, established the code of conduct that is attached to the
ONE JIB Agreement as part of the Terms of Reference as the code of conduct for ONE JIB (the
“Code of Conduct”) and authorized ONE JIB to make future changes to the Code of Conduct;
AND WHEREAS the Founding Municipalities directed 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. The ONE JIB Secretary worked with ONE Investment
staff and two representatives of the Founding Municipalities’ municipal clerks in connection
with the RFP process. The results were shared with the Founding Municipalities. Thereafter the
recommended candidate(s) were submitted to ONE JIB for its consideration and ONE JIB
appointed the recommended candidate(s) as its Integrity Commissioner and its Closed Meeting
Investigator;
AND WHEREAS each Founding Municipality pursuant to an Authorizing By-law that is
substantially the same as this 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 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, ONE JIB and the Municipality will agree upon on an
effective date for the ONE JIB Agreement vis à vis the Municipality as a Participating
Municipality and such effective 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, AS A
PARTICIPATING MUNICIPALITY, HEREBY ENACTS AS FOLLOWS:
1. The Municipality hereby ratifies, confirms and approves the completion and execution
by the treasurer of the Municipal Client Questionnaire for and on behalf of the Municipality.
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2. The Municipality hereby adopts the IPS and hereby 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.
3. The Municipality hereby 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 is 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 Participating Municipalities as at
the day this By-law is passed by each such municipality delegating to ONE JIB its power to make
investments and its duties under section 418.1 of the Act with an effective date that is the
Municipality’s Prudent Effective Date and the [head of council] and the treasurer are hereby
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 will establish 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
establish the Code of Conduct for ONE JIB in its capacity as a local board of that municipality
and the Municipality 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 successors from time to time that is described in the Terms of
Reference which form part of the ONE JIB Agreement the Municipality hereby delegates 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.
6. The delegation to ONE JIB of the power to appoint an initial Integrity Commissioner and
an initial Closed Meeting Investigator and their successors 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.
7. The Municipality hereby authorizes the application of section 418.1 of the Act to it on
the basis that the effective date of the ONE JIB Agreement vis à vis the Municipality as a
Participating Municipality will be the same date as the Prudent Effective Date described in this
By-law.
8. 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
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documents, instruments and papers so executed are the documents, instruments and papers
authorized by this By-law.
9. Sections 1 to 6 inclusive and section 8 of this By-law shall take effect on the day of
passing and section 7 of this By-law shall take effect on the Municipality’s Prudent Effective
Date.
ENACTED and PASSED this [COUNCIL MEETING DATE]
_________________________________ ____________________________________
[_______________________________] [__________________________________]
[HEAD OF COUNCIL - _______________] [CLERK - ____________________________]
12702864.9
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11939006.38
SCHEDULE B - 2
FORM OF APPLICANT/PARTICIPATING MUNICIPALITY
PRUDENT INVESTOR AUTHORIZING BY-LAW-PARTICIPATING MUNICIPALITY (CONSOLIDATED)
[_____________________________________________________________________________]
By-law Number [__________]
A By-law of
[____________________________________________________]
to authorize, as a Participating Municipality, the approval of the
completed Municipal Client Questionnaire, the adoption of an
Investment Policy Statement, the entering into of a Joint
Investment Board Agreement through which Participating
Municipalities will invest under the Prudent Investor Regime, the
establishment of a Code of Conduct for the Joint Investment
Board and the delegation to the Joint Investment Board of the
authority to appoint its Integrity Commissioner and its Closed
Meeting Investigator.
WHEREAS section 418.1 of the Municipal Act, 2001 (the “Act”) provides that effective
January 1, 2019, 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”);
AND WHEREAS pursuant to section 418.1 of the Act a municipality may invest money that it
does not require immediately in any security provided that in doing so it exercises the care,
skill, diligence and judgment that a prudent investor would exercise in making such an
investment and that it satisfies the requirements prescribed for the purposes of section 418.1
on the day that the municipality passes the Prudent Investor Enabling By-law;
AND WHEREAS paragraph 3 of section 15 of O. Reg. 438/97 Part II (the “Regulation”) provides
that a municipality may pass a Prudent Investor Enabling By-law under the authority of that
paragraph if the municipality satisfies the requirement prescribed in that paragraph (the
“Prescribed Requirement”) before the day such municipality passes the Prudent Investor
Enabling By-law;
AND WHEREAS paragraph 3 of section 15 of the Regulation requires that before 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 passes its Prudent Investor Enabling By-law it must
have entered into an agreement with the Joint Investment Board and any other municipalities
investing through the Joint Investment Board on the day the municipality passes its Prudent
Investor Enabling By-law (individually such municipality is a “Participating Municipality”,
collectively “Participating Municipalities”);
By-law Number 6502-23
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11939006.38
AND WHEREAS subsection 17 (3) of the Regulation provides that a Participating Municipality
that satisfies the Prescribed Requirement may invest money and investments that it does not
require immediately only by having a Joint Investment Board that meets the following criteria
do so on its behalf: (i) the Joint Investment Board is the subject of an agreement referred to in
paragraph 3 of section 15; and (ii) the Joint Investment Board has been given the control and
management of the Participating Municipality’s money and investments, by the Participating
Municipality delegating to the Joint Investment Board, a) the Participating Municipality’s
powers to make the investments, and b) the Participating Municipality’s duties under section
418.1 of the Act;
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 (under the Act a
municipal service board is a local board of the municipality for all purposes) 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 on behalf of the Founding Municipalities under that agreement
and that ONE JIB will also invest under that agreement for other Ontario municipalities, as
Participating Municipalities, from time to time (the “ONE JIB Agreement”) 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, including
the Founding Municipalities, consent to other municipalities that comply with the applicable
requirements and criteria under the Act and the Regulation entering into the ONE JIB
Agreement from time to time;
AND WHEREAS ONE JIB is subject to all applicable provisions of the Act, including having a code
of conduct established by the councils of each of the municipalities for which it is a local board
and by having an Integrity Commissioner and Closed Meeting Investigator appointed by the
councils of the municipalities for which it is a local board. It has a been determined 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;
By-law Number 6502-23
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11939006.38
AND WHEREAS each of the Founding Municipalities pursuant to an Authorizing By-law that is
substantially the same as this By-law, established the code of conduct that is attached to the
ONE JIB Agreement as part of the Terms of Reference as the code of conduct for ONE JIB (the
“Code of Conduct”) and authorized ONE JIB to make future changes to the Code of Conduct;
AND WHEREAS the Founding Municipalities directed 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. The ONE JIB Secretary worked with ONE Investment
staff and two representatives of the Founding Municipalities’ municipal clerks in connection
with the RFP process. The results were shared with the Founding Municipalities. Thereafter the
recommended candidate(s) were submitted to ONE JIB for its consideration and ONE JIB
appointed the recommended candidate(s) as its Integrity Commissioner and its Closed Meeting
Investigator;
AND WHEREAS each Founding Municipality pursuant to an Authorizing By-law that is
substantially the same as this 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 [______________________________________________________________]
the “Municipality” would like to invest under section 418.1 of the Act through ONE JIB and
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 WHEREAS the treasurer of 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 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, the Municipality will enter into the ONE JIB
Agreement, thereafter ONE JIB and the Municipality will agree on an effective date for the ONE
JIB Agreement vis-à-vis the Municipality as a Participating Municipality and by a separate by-law
the Municipality will authorize such effective date as 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”;
By-law Number 6502-23
Schedules A, B, C Page 70 of 132
11939006.38
NOW THEREFORE THE COUNCIL OF [_______________________________________________],
AS A PARTICIPATING MUNICIPALITY, HEREBY ENACTS AS FOLLOWS:
1. The Municipality hereby 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 hereby adopts the IPS and hereby 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.
3. The Municipality hereby 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 is 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 Participating Municipalities as at the day the
Municipality’s Prudent Investor Enabling By-law is passed by each such municipality delegating
to ONE JIB its power to make investments and its duties under section 418.1 of the Act.
Thereafter ONE JIB and the Municipality will determine an effective date for the ONE JIB
Agreement vis-à-vis the Municipality as a Participating Municipality and such effective date will
also constitute the Municipality’s Prudent Effective Date and the [head of council] and the
treasurer are hereby 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 will establish 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
establish the Code of Conduct for ONE JIB in its capacity as a local board of that municipality and
the Municipality 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 successors from time to time that is described in the Terms of
Reference which form part of the ONE JIB Agreement the Municipality hereby delegates 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.
6. The delegation to ONE JIB of the power to appoint an initial Integrity Commissioner and
an initial Closed Meeting Investigator and their successors 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.
7. 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
By-law Number 6502-23
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11939006.38
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.
8. This By-law shall take effect on the day of passing.
ENACTED and PASSED this [COUNCIL MEETING DATE]
_________________________________ ____________________________________
[_______________________________] [__________________________________]
[HEAD OF COUNCIL - _______________] [CLERK - ____________________________]
16649960.1
By-law Number 6502-23
Schedules A, B, C Page 72 of 132
11939006.38
SCHEDULE B - 3
FORM OF APPLICANT/PARTICIPATING MUNICIPALITY
PRUDENT INVESTOR ENABLING BY-LAW FOR APPLICANT MUNICIPALITIES
[_______________________________________ ________________________________]
By-law Number [__________]
A By-law of
[____________________________________________________]
to authorize the application of section 418.1 of the Municipal Act,
2001 to it, as a Participating Municipality.
WHEREAS section 418.1 of the Municipal Act, 2001 (the “Act”) provides that effective
January 1, 2019 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”);
AND WHEREAS pursuant to section 418.1 of the Act a municipality may invest money that it
does not require immediately in any security provided that in doing so it exercises the care,
skill, diligence and judgment that a prudent investor would exercise in making such an
investment and that it satisfies the requirements prescribed for the purposes of section 418.1
on the day that the municipality passes the Prudent Investor Enabling By-law;
AND WHEREAS paragraph 3 of section 15 of O. Reg. 438/97 Part II (the “Regulation”) provides
that a municipality may pass a Prudent Investor Enabling By-law under the authority of that
paragraph if the municipality satisfies the requirement prescribed in that paragraph (the
“Prescribed Requirement”) before the day such municipality passes the Prudent Investor
Enabling By-law;
AND WHEREAS the Prescribed Requirement requires that before 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 passes its Prudent Investor Enabling By-law it must have
entered into an agreement with the Joint Investment Board and any other municipalities
investing through the Joint Investment Board on the day the municipality passes its Prudent
Investor Enabling By-law (individually such municipality is a “Participating Municipality”,
collectively “Participating Municipalities”);
AND WHEREAS subsection 17 (3) of the Regulation provides that a Participating Municipality
that satisfies the Prescribed Requirement may invest money and investments that it does not
require immediately only by having a Joint Investment Board that meets the following criteria
do so on its behalf: (i) the Joint Investment Board is the subject of an agreement referred to in
paragraph 3 of section 15; and (ii) the Joint Investment Board has been given the control and
management of the Participating Municipality’s money and investments, by the Participating
Municipality delegating to the Joint Investment Board, a) the Participating Municipality’s
By-law Number 6502-23
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11939006.38
powers to make the investments, and b) the Participating Municipality’s duties under section
418.1 of the Act;
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 on behalf of the Founding Municipalities under that agreement
and that ONE JIB will also invest under that agreement for other Ontario municipalities, as
Participating Municipalities, from time to time (the “ONE JIB Agreement”) 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, including
the Founding Municipalities, consent to other municipalities that comply with the applicable
requirements and criteria under the Act and the Regulation entering into the ONE JIB
Agreement from time to time;
AND WHEREAS each of the Founding Municipalities and ONE JIB have agreed that the effective
date of the ONE JIB Agreement for each Founding Municipality and of the application of section
418.1 of the Act to each Founding Municipality is July 2, 2020.
AND WHEREAS [______________________________________________________________]
the “Municipality” would like to invest under section 418.1 of the Act through ONE JIB, the
Municipality passed an Authorizing Bylaw pursuant to which, among other things, it authorized
the entering into of the ONE JIB Agreement as a Participating Municipality, ONE JIB has
confirmed its acceptance of the Municipality as a Participating Municipality under the ONE JIB
Agreement, the Municipality subsequently executed the ONE JIB Agreement as a Participating
Municipality and thereafter ONE JIB and the Municipality agreed on an effective date for the
ONE JIB Agreement vis-à-vis the Municipality which effective date will also be the Municipality’s
effective date for its authorization of the application of section 418.1 of the Act to it, which
effective date will be known as the “Prudent Effective Date”.
By-law Number 6502-23
Schedules A, B, C Page 74 of 132
11939006.38
NOW THEREFORE THE COUNCIL OF [_____________________________________________],
AS A PARTICIPATING MUNICIPALITY, HEREBY ENACTS AS FOLLOWS:
1. The Municipality hereby declares that section 418.1 of the Act applies to it as at the
Prudent Effective Date on the basis that the ONE JIB Agreement which has already been executed
by the Municipality as a Participating Municipality will have an effective date that is the same as
the Municipality’s effective date for its authorization of the application of section 418.1 of the
Act to it, i.e. the Prudent Effective Date.
2. 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
as authorized by the ONE JIB Agreement as at the Prudent Effective Date 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.
3. This By-law takes effect on the Prudent Effective Date (________________ ) for purposes
of the ONE JIB Agreement and this By-law.
ENACTED and PASSED this [COUNCIL MEETING DATE]
_________________________________ ____________________________________
[_______________________________] [__________________________________]
[HEAD OF COUNCIL - _______________] [CLERK - ____________________________]
16649932.1
By-law Number 6502-23
Schedules A, B, C Page 75 of 132
11939006.38
SCHEDULE B - 4
FORM OF FOUNDING MUNICIPALITY
AUTHORIZING BY-LAW
[_____________________________________________________________________________]
By-law Number [____________]
A By-law of
[_____________________________________________________]
to authorize, as a Founding Municipality, the entering into of the
Initial Formation Agreement pursuant to which a Joint
Investment Board will be established and through which all of the
Founding Municipalities will invest, the approval of the
completed Municipal Client Questionnaire, the adoption of an
Investment Policy Statement and the entering into of a Joint
Investment Board Agreement through which Participating
Municipalities will invest under the Prudent Investor Regime, the
establishment of a Code of Conduct for the Joint Investment
Board and the delegation to the Joint Investment Board of the
authority to appoint its Integrity Commissioner and its Closed
Meeting Investigator.
WHEREAS section 418.1 of the Municipal Act, 2001 (the “Act”) provides that effective
January 1, 2019 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”);
AND WHEREAS pursuant to section 418.1 of the Act a municipality may invest money that it
does not require immediately in any security provided that in doing so it exercises the care,
skill, diligence and judgment that a prudent investor would exercise in making such an
investment and that it satisfies the requirements prescribed for the purposes of section 418.1
on the day that the municipality passes the Prudent Investor Enabling By-law;
AND WHEREAS paragraph 2 of section 15 of O. Reg. 438/97 (Part II) (the “Regulation”) provides
that a municipality may pass a Prudent Investor Enabling By-law under the authority of that
paragraph if the municipality satisfies the requirement prescribed in that paragraph (the
“Prescribed Requirement”) on the day such municipality passes the Prudent Investor Enabling
By-law;
AND WHEREAS paragraph 2 of section 15 of the Regulation requires a municipality that intends
to invest pursuant to section 418.1 of the Act through a Joint Investment Board, together with
one or more other municipalities (individually a “Founding Municipality”, collectively the
“Founding Municipalities”), to have entered into an agreement to establish and invest through
a Joint Investment Board established pursuant to section 202 of the Act and also requires all of
By-law Number 6502-23
Schedules A, B, C Page 76 of 132
11939006.38
the Founding Municipalities to have, in the opinion of each of their treasurers, a combined total
of at least $100,000,000 in money and investments that the Founding Municipalities do not
require immediately;
AND WHEREAS subsection 17 (2) of the Regulation provides that a Founding Municipality that
satisfies the Prescribed Requirement may invest money and investments that it does not
require immediately only by having a Joint Investment Board that meets the following criteria
do so on its behalf: (i) the Joint Investment Board is the subject of an agreement referred to in
paragraph 2 of section 15; and (ii) the Joint Investment Board has been given the control and
management of the Founding Municipality’s money and investments that it does not require
immediately, together with that of all the other Founding Municipalities that are party to the
agreement referred to under paragraph 2 of section 15, by each Founding Municipality
delegating to the Joint Investment Board a) the Founding Municipality’s powers to make the
investments, and b) the Founding Municipality’s duties under section 418.1 of the Act;
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 WHEREAS the treasurer of The Corporation of the [insert name of the relevant Founding
Municipality and delete the name of the relevant Founding Municipality from the list in the
next recital] (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 [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] and the
Municipality have expressed an interest in being Founding Municipalities and in entering into
an Initial Formation Agreement in the form attached hereto as Schedule “C” (the “Initial
Formation Agreement”) pursuant to which a Joint Investment Board will be established as a
joint municipal service board pursuant to section 202 of the Act, which Joint Investment Board
will be called ONE Joint Investment Board (“ONE JIB”), through which all of the Founding
Municipalities will invest their money and investments that they do not require immediately
and pursuant to which the Founding Municipalities will appoint the initial members of ONE JIB;
AND WHEREAS all of the Founding Municipalities have agreed that on or before May 1, 2020
they will have passed a by-law in a form substantially the same as this By-law that, among other
things, authorizes the entering into of the Initial Formation Agreement with an effective date of
May 19, 2020 (the “JIB Effective Date”);
By-law Number 6502-23
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11939006.38
AND WHEREAS as at the JIB Effective Date all of the Founding Municipalities will have, in the
opinion of each of their treasurers, a combined total of at least $100,000,000 in money and
investments that they do not require immediately;
AND WHEREAS on May 19, 2020 after the conclusion of the orientation meeting for the
individuals appointed under the Initial Formation Agreement ONE JIB will commence its initial
meeting during which it will authorize ONE JIB to enter into the ONE Joint Investment Board
Agreement substantially in the form attached as Schedule “D” hereto (the “ONE JIB
Agreement”) that provides that ONE JIB will invest on behalf of the Founding Municipalities on
the basis that the Founding Municipalities have met the Prescribed Requirement and the
criteria set out in subsection 17 (2) of the Regulation and that ONE JIB will also invest on behalf
of other Ontario municipalities that may subsequently enter into such agreement provided that
they meet the requirement set out in paragraph 3 of section 15 of the Regulation and the
criteria set out in subsection 17 (3) of the Regulation;
AND WHEREAS by entering into the ONE JIB Agreement the Founding Municipalities, and all
other municipalities subsequently entering into the ONE JIB Agreement, thereby consent to any
other municipalities entering into the ONE JIB Agreement provided that 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 a code
of conduct established by the councils of each of the municipalities for which it is a local board
and by having an Integrity Commissioner and Closed Meeting Investigator appointed by the
councils of the municipalities for which it is a local board. It has been determined 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 will, pursuant to an Authorizing By-law that
is substantially the same as this By-law, establish the code of conduct that is attached to the
ONE JIB Agreement as part of the Terms of Reference as the code of conduct for ONE JIB (the
“Code of Conduct”) and will authorize ONE JIB to make future changes to the Code of Conduct;
AND WHEREAS the Founding Municipalities directed 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. The ONE JIB Secretary worked with ONE Investment
staff and two representatives of the Founding Municipalities’ municipal clerks in connection
with the RFP process. The results were shared with the Founding Municipalities. The
recommended candidate(s) will be submitted to ONE JIB during its initial meeting for its
consideration;
AND WHEREAS each Founding Municipality will, pursuant to an Authorizing By-law that is
substantially the same as this By-law, delegate to ONE JIB the authority to appoint its initial
Integrity Commissioner and its initial Closed Meeting Investigator, and their respective
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11939006.38
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 each of the Founding Municipalities and ONE JIB are required by the Act to have
entered into the ONE JIB Agreement before any Founding Municipality can pass its Prudent
Investor Enabling By-law;
AND WHEREAS after each of the Founding Municipalities has executed the ONE JIB Agreement,
each Founding Municipality will advise the other Founding Municipalities and ONE JIB that it
has done so and will thereafter pass its Prudent Investor Enabling By-law on or before June 30,
2020. The effective date of the ONE JIB Agreement and of the Prudent Investor Enabling By-law
will be July 2, 2020 (the “Prudent Effective Date”);
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF XXXX, AS A
FOUNDING MUNICIPALITY, HEREBY ENACTS AS FOLLOWS:
1. The Municipality hereby ratifies, confirms and approves the completion and the
execution by the treasurer of the Municipal Client Questionnaire for and on behalf of the
Municipality.
2. The Municipality hereby immediately authorizes the entering into of the Initial
Formation Agreement with May 19, 2020 as its effective date, which date is the JIB Effective
Date and the [head of council] and the treasurer are hereby authorized to execute the Initial
Formation Agreement for and on behalf of the Municipality.
3. The Municipality hereby adopts the IPS and hereby acknowledges and agrees that
control and management of its money and investments that it does not require immediately as
set out in the IPS will be given to ONE JIB pursuant to the ONE JIB Agreement as at the Prudent
Effective Date (July 2, 2020).
4. The Municipality hereby authorizes the entering into of the ONE JIB Agreement after
ONE JIB has executed the ONE JIB Agreement and before the Municipality passes its Prudent
Investor Enabling By-law substantially in the form attached hereto as Schedule “D” pursuant to
which ONE JIB is given the control and management of the Municipality’s money and
investments that it does not require immediately, together with that of all other Founding
Municipalities, by each such municipality delegating to ONE JIB its power to make investments
and its duties under section 418.1 of the Act with an effective date that is the Prudent Effective
Date and the [head of council] and the treasurer are hereby authorized to execute and deliver
the ONE JIB Agreement for and on behalf of the Municipality with such additions and
amendments thereto and such deletions therefrom [as may be approved by-insert required
additional approvals, if any] such approval to be conclusively evidenced by the [head of
council’s] and the treasurer’s execution thereof .
5. Pursuant to the ONE JIB Agreement which the Municipality has authorized under this
By-law, the Municipality will establish the Code of Conduct for ONE JIB as a local board of the
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11939006.38
Municipality on the basis that each municipality that invests through ONE JIB will similarly
establish the Code of Conduct for ONE JIB in its capacity as a local board of that municipality
and the Municipality authorizes ONE JIB to make future changes to the Code of Conduct
without further approval from the Municipality.
6. In accordance with the process for appointing an Integrity Commissioner and a Closed
Meeting Investigator and their successors from time to time that is described in the Terms of
Reference which form part of the ONE JIB Agreement the Municipality hereby delegates 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.
7. The delegation to ONE JIB of the power to appoint an initial Integrity Commissioner and
an initial Closed Meeting Investigator and their successors 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. 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.
9. This By-law takes effect on the day of passing.
ENACTED and PASSED this [COUNCIL MEETING DATE]
_________________________________ ____________________________________
[_______________________________] [__________________________________]
[HEAD OF COUNCIL - _______________] [CLERK - ____________________________]
12674479.15
By-law Number 6502-23
Schedules A, B, C Page 80 of 132
11939006.38
SCHEDULE B - 5
FORM OF FOUNDING MUNICIPALITY
PRUDENT INVESTOR ENABLING BY-LAW
[_______________________________________________________________________]
By-law Number [____________]
A By-law of
[________________________________________________]
to authorize the application of section 418.1 of the
Municipal Act, 2001 to it, as a Founding Municipality.
WHEREAS section 418.1 of the Municipal Act, 2001 (the “Act”) provides that effective
January 1, 2019 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”);
AND WHEREAS pursuant to section 418.1 of the Act a municipality may invest money
that it does not require immediately in any security provided that in doing so it exercises
the care, skill, diligence and judgment that a prudent investor would exercise in making
such an investment and that it satisfies the requirements prescribed for the purposes of
section 418.1 on the day that the municipality passes the Prudent Investor Enabling By-
law;
AND WHEREAS paragraph 2 of section 15 of O. Reg. 438/97 (Part II) (the “Regulation”)
provides that a municipality may pass a Prudent Investor Enabling By-law under the
authority of that paragraph if the municipality satisfies the requirement prescribed in
that paragraph (the “Prescribed Requirement”) on the day such municipality passes the
Prudent Investor Enabling By-law;
AND WHEREAS The Corporation of [_________________________________________]
(the “Municipality”) in accordance with the Prescribed Requirement entered into an
Initial Formation Agreement with [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] thereby establishing, pursuant to section 202 of the
Act, and agreeing to invest through, ONE Joint Investment Board (“ONE JIB”) pursuant to
section 202 of the Act (individually a “Founding Municipality”, collectively the “Founding
Municipalities”), effective on May 19, 2020 (the “JIB Effective Date”) and as at the JIB
Effective Date all of the Founding Municipalities certified that in the opinion of each of
their treasurers they had a combined total of at least $100,000,000 in money and
investments that they did not require immediately;
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11939006.38
AND WHEREAS subsection 17 (2) of the Regulation provides that a Founding Municipality
that satisfies the Prescribed Requirement may invest money and investments that it does
not require immediately only by having a Joint Investment Board that meets the
following criteria do so on its behalf: (i) the Joint Investment Board is the subject of an
agreement referred to in paragraph 2 of section 15; and (ii) the Joint Investment Board
has been given the control and management of the Founding Municipality’s money and
investments that it does not require immediately, together with that of all the other
Founding Municipalities that are party to the agreement referred to under paragraph 2 of
section 15, by each Founding Municipality delegating to the Joint Investment Board a)
the Founding Municipality’s powers to make the investments, and b) the Founding
Municipality’s duties under section 418.1 of the Act;
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 WHEREAS the Municipality has adopted the investment policy statement attached
hereto as Schedule “A”, which is referred to as its Investment Policy Statement (the
“IPS”), in accordance with section 18 of the Regulation;
AND WHEREAS each of the Founding Municipalities and ONE JIB are required to have
entered into an agreement referred to in paragraph 2 of section 15 of the Regulation
before any Founding Municipality can pass its Prudent Investor Enabling By-law;
AND WHEREAS on or before May 1, 2020 each Founding Municipality authorized its
entering into of the ONE Joint Investment Board Agreement (the “ONE JIB Agreement”)
that provides that ONE JIB will invest on behalf of the Founding Municipalities (each such
Founding Municipality having at that time met the Prescribed Requirement and the
criteria set out in subsection 17 (2) of the Regulation) and that ONE JIB will also invest on
behalf of other Ontario municipalities that may subsequently enter into the ONE JIB
Agreement, provided that each such municipality meets the requirement set out in
paragraph 3 of section 15 of the Regulation and the criteria set out in subsection 17 (3) of
the Regulation;
AND WHEREAS ONE JIB held its initial meeting on May 19, 2020 during which it
authorized ONE JIB to enter into the ONE JIB Agreement with the Founding Municipalities
and thereafter each of the Founding Municipalities executed the ONE JIB Agreement
before June 1, 2020 on the basis that July 2, 2020 will be the effective date of the ONE JIB
Agreement for the Founding Municipalities and July 2, 2020 will also be the effective date
of the Prudent Investor Enabling By-law for each Founding Municipality, which by-law will
be passed by each Founding Municipality on or before June 30, 2020.
By-law Number 6502-23
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11939006.38
AND WHEREAS each of the Founding Municipalities and ONE JIB have agreed that the
effective date of the ONE JIB Agreement and of the Prudent Investor Enabling By-law that
each Founding Municipality is required to pass on or before June 30, 2020 is July 2, 2020
(the “Prudent Effective Date”).
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF XXXX,
AS A FOUNDING MUNICIPALITY, HEREBY ENACTS AS FOLLOWS:
1. The Municipality hereby declares that section 418.1 of the Act applies to it on the
basis that the ONE JIB Agreement will have the same effective date as this By-law, which
date is described herein as the Prudent Effective Date.
2. 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 as authorized by the ONE JIB Agreement as at the
Prudent Effective Date 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.
3. This By-law takes effect on the Prudent Effective Date (July 2, 2020) for purposes
of the ONE JIB Agreement and this By-law.
ENACTED and PASSED this [COUNCIL MEETING DATE]
_________________________________ ____________________________________
[_______________________________] [___________________________________]
[HEAD OF COUNCIL - ______________] [CLERK - ____________________________]
12701896.8
By-law Number 6502-23
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11940946.23
SCHEDULE C
TERMS OF REFERENCE FOR ONE JIB
ONE JOINT INVESTMENT BOARD
TERMS OF REFERENCE
Effective July 2, 2020
By-law Number 6502-23
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11940946.23 1
TABLE OF CONTENTS
1. ESTABLISHMENT & PURPOSE............................................................................................. 1
2. DEFINITIONS AND INTERPRETATION ................................................................................. 1
3. DUTIES AND RESPONSIBILITIES .......................................................................................... 1
3.1 Compliance with Municipal Legislation ............................................................................. 1
3.2 Member Responsibility to Comply with Act and Regulation ............................................. 2
3.3 Enumerated Duties ............................................................................................................ 2
3.4 ONE JIB Reports to the Participating Municipalities .......................................................... 3
3.5 ONE JIB Reports to the Municipal Treasurer ..................................................................... 3
3.6 ONE JIB Reports to Securities Regulatory Authorities ....................................................... 4
3.7 Secretary to ONE JIB .......................................................................................................... 4
3.8 Legal and Other Advisors ................................................................................................... 4
4. CONSTITUTION ................................................................................................................... 4
4.1 Number and Quorum ......................................................................................................... 4
4.2 Qualification ....................................................................................................................... 4
4.3 Appointment of Members and Nominating Committee ................................................... 5
4.4 Consent .............................................................................................................................. 5
4.5 Adherence to Code of Conduct.......................................................................................... 6
4.6 Vacancies of Office ............................................................................................................. 6
4.7 Resignations ....................................................................................................................... 7
4.8 Removal of Member .......................................................................................................... 7
4.9 Term ................................................................................................................................... 7
4.10 Orientation and Continuing Education .............................................................................. 7
4.11 Chair ................................................................................................................................... 7
4.12 Committees ........................................................................................................................ 8
4.13 Self Assessments ................................................................................................................ 8
5. MEETINGS OF ONE JIB ....................................................................................................... 9
5.1 Calling and Place of Meetings ............................................................................................ 9
5.2 Notice of Meeting .............................................................................................................. 9
5.3 Persons Entitled to Participate ........................................................................................ 10
5.4 Conduct of Meetings ........................................................................................................ 10
5.5 Minutes of the Meetings and other Records ................................................................... 10
6. CONFLICTS OF INTEREST .................................................................................................. 10
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ii
11940946.23
6.1 Application of the Municipal Conflict of Interest Act ...................................................... 10
6.2 Duty to Disclose ............................................................................................................... 10
7. STANDARD OF CARE AND INDEMNITY............................................................................. 11
7.1 Standard of Care .............................................................................................................. 11
7.2 Indemnification ................................................................................................................ 11
7.3 Liability ............................................................................................................................. 12
7.4 Insurance.......................................................................................................................... 12
8. FEES AND EXPENSES ........................................................................................................ 12
8.1 Compensation .................................................................................................................. 12
8.2 Reimbursement of Expenses. .......................................................................................... 13
9. CONFIDENTIALITY ............................................................................................................ 13
9.1 Maintaining Confidentiality ............................................................................................. 13
9.2 Public Statements and Dealing with Media ..................................................................... 13
10. AMENDMENTS ................................................................................................................. 13
10.1 General ............................................................................................................................. 13
10.2 Amendments.................................................................................................................... 14
10.3 Electronic Delivery ........................................................................................................... 14
10.4 Computation of Time ....................................................................................................... 14
10.5 Omission and Errors ......................................................................................................... 14
EXHIBIT A CODE OF CONDUCT ......................................................................................... 15
EXHIBIT B CLOSED MEETINGS PERMITTED OR REQUIRED ............................................... 39
EXHIBIT C ONE JIB MAY REFUSE DISCLOSURE OF A RECORD .......................................... 41
EXHIBIT D COMPENSATION FOR ONE JIB MEMBERS ....................................................... 42
EXHIBIT E PROCESS TO APPOINT INTEGRITY COMMISSIONER AND CLOSED
MEETING INVESTIGATOR .................................................................................... 43
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11940946.23
ONE JOINT INVESTMENT BOARD
TERMS OF REFERENCE
Effective July 2, 2020
1. ESTABLISHMENT & PURPOSE
The ONE Joint Investment Board (“ONE JIB”) has been established by the Founding Municipalities to
invest money that each of the Founding Municipalities does not require immediately on behalf of each
Founding Municipality, to invest money that is not required immediately on behalf of other Ontario
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 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.
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 contain the following additional defined terms:
“Closed Meeting Investigator” means an individual appointed as the closed meeting investigator in
accordance with the requirements of Municipal Legislation.
“Code of Conduct” means the code of conduct applicable to members of ONE JIB in accordance with
Municipal Legislation, attached as Exhibit A.
“Integrity Commissioner” means an individual appointed as the integrity commissioner of ONE JIB in
accordance with the requirements of Municipal Legislation.
“Procedure By-law” means the procedure by-law applicable to ONE JIB in accordance with Municipal
Legislation.
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
ONES JIB shall conduct its business and discharge its responsibilities in accordance with 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 of ONE JIB 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 ONE JIB 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 of ONE JIB 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 ONE JIB 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
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 the
rectify the non-compliance.
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11940946.23
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
4.1 Number and Quorum
ONE JIB shall be comprised of not fewer than seven and not more than ten 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 of ONE JIB 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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11940946.23
No person shall be qualified to be a member of ONE JIB 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 of ONE JIB. Subsequent members of
ONE JIB, including those appointed to fill vacancies as referred to in Section 4.6, are to be appointed
as follows by the then incumbent members of ONE JIB and with the approval of ONE Investment.
ONE JIB and ONE Investment may form a nominating committee (the “Nominating Committee”),
made up of no fewer than three and no more than nine members to identify individuals to fill
vacancies on ONE JIB. The Chair of the Nominating Committee shall be a member of ONE JIB. The
other members of the Nominating Committee need not be members of ONE JIB 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 of ONE JIB; and
(c) the competencies and skills the prospective member would bring to ONE JIB.
The then incumbent members of ONE JIB 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. ONE JIB 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.
Where the Chair of ONE JIB so directs, vacancies may be filled by the Participating Municipalities in
such manner as the Participating Municipalities consider to be appropriate provided, however, that
any vacancy filled by the Participating Municipalities (rather than by ONE JIB itself) shall be effective
only upon at least a simple majority of the Participating Municipalities duly passing a by-law in
compliance with the Act approving the candidate as a member of ONE JIB.
4.4 Consent
Upon first acting as a member of ONE JIB, every member appointed in accordance with Section 4.3
shall be deemed to have consented to (a) acting as a member of ONE JIB 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 of ONE JIB, 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 of ONE JIB, acting reasonably and promptly following a request, shall be
entitled to review and require changes to the text of any such disclosure.
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11940946.23
4.5 Adherence to Code of Conduct
Every member of ONE JIB shall comply at all times with the Code of Conduct for members of ONE JIB,
a copy of which is attached as Exhibit A.
4.6 Vacancies of Office
A member of ONE JIB 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 the greater of (i) three consecutive
months in the event that ONE JIB holds monthly meetings and (ii) three consecutive meetings,
without being authorized to do so by a resolution of ONE JIB;
(f) if a member has his or her seat on ONE JIB declared vacant in any judicial process; or
(g) if a member forfeits his or her membership on ONE JIB 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 of ONE JIB 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 in the office of a member of ONE JIB, ONE JIB shall fill a vacancy on ONE JIB 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.
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4.7 Resignations
Unless otherwise agreed to by ONE Investment and a majority of the other members of ONE JIB, a
member of ONE JIB 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.
A member of ONE JIB 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 of ONE JIB to less than a
quorum.
4.8 Removal of Member
A member or members of ONE JIB may be removed from office by a majority vote of the other
members of ONE JIB, 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 as a whole.
4.9 Term
The term of office of a member of ONE JIB shall be no more than three years and no less than one
year, and shall be set by ONE Investment or ONE JIB, as the case may be, 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
Investment 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 ONE JIB 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 of ONE JIB shall participate
in orientation and continuing education programs provided or recommended by ONE JIB or ONE
Investment.
4.11 Chair
After the initial term of the Chair, the Chair of ONE JIB shall be elected annually by the members of
ONE JIB and upon the resignation, death, disqualification or removal of the current Chair. The
members of ONE JIB shall take into account ONE Investment’s recommendations, if any, when electing
the Chair. The Chair must be a member of ONE JIB. 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,
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facilitate the operations and deliberations of ONE JIB, foster communications among ONE JIB
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 of ONE JIB to act in the place of the Chair or
other member of ONE JIB designated to preside at meetings in ONE JIB’s Procedure By-law when the
Chair or designated member is absent or refuses to act or 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 perform any of its functions, except the removal of a member of ONE
JIB. Any such committee or subcommittee shall be chaired by a member of ONE JIB, and its members
appointed by ONE JIB, but such members of such committee or subcommittee need not all be ONE
JIB 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 and more detailed reporting requirements. 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. Delegation of a function to a
committee does not absolve ONE JIB from its responsibility for the function. The Procedure By-law
applies to proceedings of committees of ONE JIB with necessary modifications.
4.13 Self Assessments
At least annually, ONE JIB must review and assess:
(a) the adequacy and effectiveness of itself and any committees or subcommittee to which ONE
JIB has delegated any of its functions;
(b) the independence of its members and the compensation of its members;
(c) its effectiveness as a board, as well as the effectiveness and contribution of each of its
members, including a consideration of:
(i) these Terms of Reference;
(ii) the competencies and knowledge each member is expected to bring to ONE JIB;
(iii) the level of complexity of the issues reasonably expected to be raised by members in
connection with the matters under review by ONE JIB;
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(iv) the attendance record of each member of ONE JIB and his or her participation in
meetings;
(v) continuing education activities and industry knowledge of each member of ONE JIB;
and
(vi) the ability of each member to contribute the necessary time required to serve
effectively on ONE JIB;
(d) 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 of ONE JIB;
(v) the collective experience and background of the members of ONE JIB; and
(vi) the amount and form of compensation the members receive from ONE Investment.
(e) 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 weaknesses 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.
Except as may be permitted under the Act, meetings of ONE JIB shall be open to members of the
public. Provided that the Secretary has confirmed that a meeting meets all requirements of the
Procedure By-law, members may attend and participate by way of conference call or other electronic
facility which allows all meeting participants to hear one another.
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.
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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 shall 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 of all meetings of ONE JIB and reports of all ONE JIB committee meetings shall be kept. The
Secretary to ONE JIB or his or her designee shall be responsible for 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 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 of 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 such Act. A member of ONE JIB shall comply with such 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 of ONE JIB 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
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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 ONE JIB 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 of ONE
JIB shall:
i. act honestly and in good faith with a view to the best interests of the Participating
Municipality; and
ii. exercise the degree of care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.
7.2 Indemnification
All members of ONE JIB, 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 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,
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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 of ONE JIB shall be liable to ONE
Investment or the Participating Municipalities or any other person if the member of ONE JIB 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 of ONE JIB 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 ONE JIB members for the cost of) insurance in such
amounts and on such terms as are commercially reasonable on behalf of the members of ONE JIB
against any liability that may be asserted against or expense that may be incurred by members of ONE
JIB in connection with, or in any way related to, acting as members of ONE JIB.
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 of ONE JIB. After the initial compensation and expenses
are set, the members of ONE JIB, other than the Municipal Treasurer Representatives, 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 ONE JIB 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 ONE JIB 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 of ONE JIB, including the commitment
of time and energy that is expected from each member;
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(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 ONE JIB
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 inadvertent disclosure, misuse or misappropriation of
Confidential Information of which he or she becomes aware.
The members of ONE JIB 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 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 his or her
designate.
10. AMENDMENTS
10.1 General
A notice or document required to be sent to a member of ONE JIB 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
200 University Ave., Suite 801
Toronto, ON M5H 3C6
Attention: The Secretary with copy to the Chair
email: dkelly@oneinvestment.ca
or such other address as ONE Investment may notify each member of ONE JIB. A notice or document
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if mailed to a member of ONE JIB 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. A decision by ONE JIB to propose to amend these Terms of Reference must be approved
at a meeting of ONE JIB at which a quorum is present, by a majority of the members of ONE JIB. ONE
JIB shall provide ONE Investment with 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, a majority of the members of ONE JIB may
agree to amend these Terms of Reference at a meeting of ONE JIB at which a quorum is present, and
such amendment shall be effective no earlier than 30 days after ONE Investment is notified of the
amendment. ONE JIB shall include a description of any material amendments to these Terms of
Reference in its annual report to Participating Municipalities. ONE JIB may not amend these Terms of
Reference (i) in a manner inconsistent with the Act and the Regulation, (ii) to give ONE JIB functions
other than those prescribed by the Act and the Regulation, or (iii) other than as permitted by this
Section 10.2; without the prior written consent of ONE Investment.
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, or, if such notice is sent electronically, when it enters the
information system designated by the addressee.
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 Omission 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.
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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 of ONE JIB.
This includes, but is not limited to, the conduct of ONE JIB 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 of ONE JIB;
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 ONE JIB 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.
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;
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(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
(ii) 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 her or his family whether or not that person is the natural parent of the
child;
(l) “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
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(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.
3.0 GENERAL DUTIES
3.1 In exercising her or his powers and discharging her or his duties as a Member, each Member
shall:
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(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.
5.2 Members are only entitled to information in the possession of ONE JIB that is relevant to
matters before ONE JIB or its Committees.
5.3 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.
5.4 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.
5.5 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 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 (other than to another person with a need to know) or making use of
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such information in any manner until the information has been publicly disclosed or is no longer
material.
5.6 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.
5.7 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:
(i) make requests or statements or take actions which may be construed as an
attempt to influence the independent administration of ONE JIB business, or
(ii) attempt to intimidate, threaten, or influence any staff member from carrying
out that person’s duties, including any duty to disclose improper activity;
(c) 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
JIB’s goal to provide a healthy, safe, and respectful work environment that is free from any form
of harassment or discrimination.
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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 her or his 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 herself or himself, or of any other person including, without
limitation, her or his 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 she or he 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, her or his 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 may 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
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
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(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.
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.
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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 her or his 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;
(f) participating in or consuming food and beverages at banquets, receptions, sporting
events or similar functions, if:
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(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 her or his 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 $300,
or if the total value of gifts and/or benefits received from any one source during the course of a
calendar year exceeds $300, 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, she or he shall call upon the Member to
justify receipt of the gift or benefit.
12.7 Should the Integrity Commissioner determine that receipt was inappropriate, she or he 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.
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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 $500 or gifts and benefits worth in the aggregate in
excess of $500 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 her or his
delegate.
14.0 ELECTION ACTIVITY
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.
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;
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(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 applications under section 5, 5.1 or 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 her or his 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.
18.0 COMPLAINT PROTOCOL
18.1 The Complaint Protocol is Appendix “A” to this Code of Conduct and applies to Complaints (as
defined in Appendix “A”) under this Code of Conduct and the Municipal Conflict of Interest Act.
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APPENDIX “A”
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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 his or her response is satisfactory, or
(ii) advise the Member that his or her 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.
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.
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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.
(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
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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: jmascarin@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
(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.
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(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.
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
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 his or her discretion, 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.
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Investigation
11.(1) The Integrity Commissioner may proceed as follows, except where the Integrity Commissioner
has a full factual record and believes, in his or her sole discretion, that no 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.
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(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.
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 him or her 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 him or her 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.
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(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.
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 his or her sole and absolute
discretion, 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 his or her discretion, 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 his or her discretion
and may also include such information as he/she 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
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:
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(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,
(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 he or she has concluded the investigation under Section
5(2), he or she 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, he or she 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 his
or her decision 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 his or her instructions 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.
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11940946.23
(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 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 V.1 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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11940946.23
Code of Conduct — Formal Complaint Form # 1
AFFIDAVIT
I, _________________________________________________________ (first and last name),
of the __________________________________________________ in the Province of Ontario.
MAKE OATH AND SAY (or AFFIRM):
1. I reside at: ________________________________________________ (full address) and
may be contacted at telephone: ______________ and email:________________________.
2. I have reasonable and probable grounds to believe that:
_____________________________________________________________ (name of Member),
a member of ONE Joint Investment Board has contravened the following section(s) of the Code of Conduct
of ONE Joint Investment Board: _______________________________________. The particulars of which
are are attached hereto.
3. Facts constituting the alleged contravention (use separate page if required)
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
________________________________________
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.
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11940946.23
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.
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11940946.23
Municipal Conflict of Interest Act – Complaint Form # 2
STATUTORY DECLARATION
I, __________________________________________________________ (first and last name), of the
___________________________________________________ in the Province of Ontario.
I SOLEMNLY DECLARE THAT:
1. I reside at: ____________________________________________________ (full address) and may
be contacted at telephone: ____________________________ and email: ________________________.
2. I have reasonable and probable grounds to believe that:
_______________________________________________________ (specify name of Member),
a member of ONE Joint Investment Board, has contravened the following section(s) of the Municipal
Conflict of Interest Act, R.S.O. 1990, c. M.50: ______________________________.
3. I 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)
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
________________________________________
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
By-law Number 6502-23
Schedules A, B, C Page 124 of 132
11940946.23
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,
9. the security of the property of ONE JIB;
10. personal matters about an identifiable individual, including ONE JIB employees;
11. a proposed or pending acquisition or disposition of land by ONE JIB;
12. labour relations or employee negotiations;
13. litigation or potential litigation, including matters before administrative tribunals, affecting
ONE JIB;
14. advice that is subject to solicitor-client privilege, including communications necessary for that
purpose;
15. a matter in respect of which ONE JIB may hold a closed meeting under another Act;
16. information explicitly supplied in confidence to ONE JIB by Canada, a province or territory or a
Crown agency of any of them;
17. 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;
18. a trade secret or scientific, technical, commercial or financial information that belongs to ONE JIB
and has monetary value or potential monetary value;
19. 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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11940946.23
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,
20. 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
21. 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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11940946.23
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:
22. 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.
23. if the disclosure would reveal advice or recommendations of an officer or employee of an
institution or a consultant retained by an institution.
24. 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
25. 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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11940946.23
EXHIBIT D
COMPENSATION FOR ONE JIB MEMBERS
26. The Chair of ONE JIB will receive an annual $10,000 retainer and $750 per board meeting.
27. The Vice Chair of ONE JIB will receive an annual $7,500 retainer and $750 per board meeting.
28. Board members of ONE JIB will receive an annual $5,000 retainer and $750 per board meeting.
29. All Board members of ONE JIB will also be remunerated $500 for attending business meetings of
ONE JIB.
30. Municipal Treasurer Representatives will not be eligible for compensation.
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Schedules A, B, C Page 128 of 132
11939006.38
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.
11940946.23
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Schedules A, B, C Page 129 of 132
11939006.38
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. Neither ONE JIB nor ONE Investment will charge
fees directly to Participating Municipalities. 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 ONE Investment Pools as selected by ONE
JIB on the advice and recommendation of ONE Investment and as set out in the Participating
Municipality’s IPS and Investment Plan.
The ONE Investment Pools will be 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. ONE
Investment fees are approved by the ONE Investment Board and are reviewed, at least annually. The
details of the fee structure will be publically available.
The following is a representative example of the fund fees:
Cdn
Gov’t
Bond
Corp.
Bond
Global
Bond
Global
Equity
Canadian
Equity
Single 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.
Name of Discount Discount in Basis
Points (bps)
Description
Founding Municipality
Discount
4 bps In effect for 10 years from July 1, 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
million
3 bps For Participating Municipality with Managed
Assets in excess of $100 million in ONE
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11939006.38
Name of Discount Discount in Basis
Points (bps)
Description
Investment Pools. This rebate is cumulative
with any other Managed Asset tier discount.
Managed Asset Tier $200
million
3 bps For Participating Municipality with Managed
Assets in excess of $200 million in ONE
Investment Pools. This rebate is cumulative
with any other Managed Asset tier discount.
Managed Asset Tier $300
million
3 bps For Participating Municipality with Managed
Assets in excess of $300 million in ONE
Investment Pools. This rebate is cumulative
with any other Managed Asset tier discount.
The single fee outlined above will cover costs associated with:
External Management Fees
External management and performance fees (if any) charged by external portfolio managers.
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 will be charged third party administration fees, which include the payment
for services provided to the ONE Investment Pool and to the Investment Account(s). Such third party
services include custody, fund administration, fund accounting, trustee services, legal, audit and other
professional services.
ONE Investment will charge each ONE Investment Pool a ONE administration fee. The ONE
administration fee will compensate ONE Investment for its overhead and other expenses. 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 will not be applied at the same rate for all ONE Investment Pools.
ONE Investment intends to monitor the rate of administrative fees 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 rate of the ONE administrative fee over time, and 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,
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11939006.38
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.
All fees and expenses will be accrued daily and paid by the ONE Investment Pools.
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 the amount invested. The aggregate fees indirectly incurred by each Participating
Municipality are also influenced by the allocation of the investments in the ONE Investment Pools.
Reporting to Participating Municipalities on Fees
As part of the monthly and quarterly reporting package, Participating Municipalities will be provided
with a fee summary, with fees and expenses presented as a single fixed administrative charge to each
ONE Investment Pool with taxes on a separate line.
13937490.3
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