Urban Outfitters 2014 Annual Report Download - page 183

Compliance and Investment Review
If necessary, Client’s Board of Directors will meet with each professional investment manager as needed.
The investment manager will certify quarterly, in writing, to Client that the operation of its account has been in compliance with this Policy and all
specific guidelines set forth herein. (Certification attached to the Policy as Appendix B) In the event a manager is out of compliance, at any time, through
inadvertence or otherwise, the manager will notify Client within a reasonable period of time, no longer than 3 business days in writing and take remedial action
based on discussions with Client. Any trade or transaction which is not in compliance with this Policy at time of purchase must be reversed by the manager.
The investment manager will be responsible to return to Client all funds invested in the particular trade or transaction plus, if applicable, all interest or monies
earned.
After transactions have been placed, all investment managers will notify Client promptly of any downgrades in rating not in compliance with the investment
guidelines and will provide Client’s authorized officer(s) with a recommended course of action within a reasonable period of time under the circumstances,
which may include selling the security.
Other
This Policy will be reviewed periodically by Client’s Boards of Directors and revised or confirmed as appropriate.
By initial and continuing acceptance of this Policy and all related specific guidelines, the investment manager concurs with the provisions contained herein.
The manager is encouraged to recommend changes to the investment guidelines which may improve performance of the portfolio or make adjustments based
on market trends and/or market risk as appropriate. If at any time the manager believes the objectives cannot be met due to the provisions of the investment
guidelines or for any other reason, Client’s Board of Directors must be notified in writing.
The investment manager, will, on at least an annual basis, provide UO Fenwick, Inc. with written certification that:
• it has controls related to its discretionary investment management business that it believes are appropriate to achieve various control objectives,
including that its current systems and related processes produce accurate financial information and data;
• its current controls are tested by an outside third party; and
• the investment manager has a disaster recovery system in place, which is functioning properly so as to protect Client’s assets and related data.