Charter of the Investment Committee of the Board of Trustees
The Investment Committee is established by the Board of Trustees (the “Board”) for the primary purpose of:
• overseeing and reviewing the Company’s investment policies and strategies and making recommendations to the Board as to changes to such policies and strategies;
• monitoring the authority delegated to management to execute Delegated Investments (defined below);
• monitoring whether management’s investments are consistent with the Company’s financial objectives and business goals;
• reviewing and approving investment transactions for which management is not otherwise delegated the authority to execute as Delegated Investments and determining whether such investment transactions should be brought to the Board for approval;
• reviewing and approving new product lines and determining whether such new product lines should be brought to the Board for approval;
• overseeing such other matters as the Board deems appropriate and in the best interest of the Company.
The Investment Committee should encourage continuous improvement of, and should foster adherence to, the Company’s investment policies, procedures and practices at all levels. The Investment Committee shall also monitor that the investments made and investment practices used by management meet the criteria of the Company’s governing documents.
The Investment Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as deemed appropriate to perform its duties and responsibilities. The Company shall provide appropriate funding, as determined by the Investment Committee, for compensation to any advisors that the Investment Committee chooses to engage.
The Investment Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section IV of this Charter. The Investment Committee will report regularly to the Board regarding the execution of its duties and responsibilities.
II. COMPOSITION AND MEETINGS
The Investment Committee shall be comprised of at least three Managing Trustees or such greater number as determined by the Board.
The members of the Investment Committee shall be elected in accordance with the By-Laws of the Company by a vote of the Board at the annual meeting or a special meeting (or by unanimous written consent without a meeting) of the Board. The members of the Investment Committee may designate a chairperson by majority vote of the members of the Investment Committee. Investment Committee members may be removed and replaced by the Board in its sole discretion by majority vote at a meeting (or by unanimous written consent without a meeting). Simultaneous service on more than one of the Company’s Board committees will not impair the ability of any Managing Trustee to effectively serve on the Investment Committee.
The Investment Committee shall meet at least four times annually (if possible in advance of the regularly scheduled quarterly meetings of the Board of Trustees) or more frequently as circumstances dictate. The Secretary or an Assistant Secretary of the Company, or a designee thereof, or another person designated by the Investment Committee acting in coordination with the Secretary of the Company, shall record minutes of all Investment Committee meetings, and such minutes shall be maintained with the books and records of the Company. The Investment Committee shall report to the Board at the regularly scheduled quarterly meetings of the Board of Trustees and at such other times as the Investment Committee members deem necessary or appropriate. In addition, as part of the Investment Committee’s responsibility to foster open communication, the Investment Committee should meet periodically with management to discuss any matters that the Investment Committee or management believe should be discussed.
The Investment Committee shall fix such additional rules or procedures for the conduct of its business pursuant to this Charter as the Investment Committee members deem necessary or appropriate. Any such additional rules or procedures shall be consistent with the Company’s trust agreement and by-laws and this Charter, in each case as in effect from time to time, and shall be filed with this Charter in the books and records of the Company.
The Investment Committee may form and delegate authority to subcommittees when and as the Investment Committee deems necessary and appropriate, except as may be otherwise provided by this Charter.
III. DELEGATED INVESTMENTS
This Charter hereby grants to the Executive Officers of the Company as determined annually by the Compensation Committee (the “Executive Officers”), the authority to make Delegated Investments including, without limitation, the authority to negotiate, execute, deliver and perform any and all documents on behalf of the Company relating to such Delegated Investments, without approval of the Investment Committee or the Board.
“Delegated Investments” are defined as investment transactions which (i) comply with the Revenue Bond Investment Policy (attached) or the Tax Credit Equity Investment Policy (attached); (ii) qualify as “Ordinary Course Investments”; (iii) with respect to the activities of PW Funding, Inc. are (x) approved by its board of directors or (y) do not require that the Company (as opposed to PW Funding) fund capital or incur liabilities in excess of $25 million; or (iv) are otherwise delegated to management by the Investment Committee.
“Ordinary Course Investments” are investment transactions substantially similar in nature with no material additional risk (x) of a type made by the Company within the then-trailing 24-month period and (y) which one of the Company’s Executive Officers designate as Ordinary Course Investments.
A certificate of any Executive Officer of the Company certifying that (i) any particular investment transaction is a Delegated Investment (including, if applicable, whether a particular investment is an Ordinary Course Investment) and satisfies the criteria imposed by this Charter and/or the Revenue Bond Investment Policy and/or the Tax Credit Equity Investment Policy and any conditions imposed by the Company's trust agreement or by-laws, and (ii) all approvals required of by this Charter and/or the Revenue Bond Investment Policy and/or the Tax Credit Equity Investment Policy and/or the Company's trust agreement and by-laws have been obtained for such investment transaction, shall be conclusive evidence of such matters and shall be authorized and binding on the Company.
The provision of any such certificate shall not be a condition
precedent for approval or authorization of any matter pursuant to this Charter
and/or the Revenue Bond Investment Policy and/or the Tax Credit Equity
IV. COMMITTEE OPERATING PROCEDURES
To fulfill its responsibilities and duties, the Investment Committee shall:
1. Review and assess the adequacy of this Charter at least annually and recommend to the Board for approval any necessary amendments as conditions dictate.
2. Periodically monitor compliance by management with the delegation of authority to execute Delegated Investments.
3. Have full authority on behalf of the Company to review and approve (i) new product lines and (ii) investment transactions which are not Delegated Investments. The Investment Committee may, in its discretion, present to the Board for approval any investment transaction which is not a Delegated Investment and any new product line.
4. Assist management in determining that the Company has a clearly articulated investment policy that provides reasonable assurance that the Company can meet its business and financial objectives with a reasoned balance between risk, return and cost.
5. In connection with the regularly scheduled quarterly Board meetings, require management to provide the Investment Committee reports which set forth (i) all Revenue Bond and Tax Credit Equity Investment transactions that were completed in the prior quarter; and (ii) detailed reports with all revenue bond and equity transactions completed in the prior quarter that do not comply with all of the criteria listed in Section I.B. of the Revenue Bond Investment Policy or Section I.C. of the Tax Credit Equity Investment Policy.
6. Assist the Company’s Executive Officers in evaluating the qualifications and performance of the Company’s management personnel who are responsible for implementing the Company’s investment policy.
7. Ensure that management reviews portfolio performance against objectives and assesses the performance of the Company’s investment staff.
8. Have authority to obtain advice and assistance from internal or external financial, legal, accounting or other advisors.
9. Review annually its own performance.
10. Have such additional authority, duties and responsibilities as may be granted or assigned to the Investment Committee by the Board from time to time or as may be designated in any documents governing the Company.
11. Appoint any consultants to the Investment Committee that the members of the Investment Committee see fit.