COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS ADOPTION AGREEMENT
EATON VANCE TRUST COMPANY
COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS
ADOPTION AGREEMENT
Agreement made as ofthe 19th day of February, 2008, by and between
City of Clearwater, Florida (the "Fiduciary") on behalf of the City of Clearwater Employees
Pension Plan (the "Plan") and Eaton Vance Trust Company, as trustee ("EVTC"). Terms
not defined herein have the meanings given them in the Declaration of Trust (defined below).
WHEREAS, the Fiduciary desires to permit certain assets of the Plan, to be invested as
part of the Eaton Vance Trust Company Collective Investment Trust for Employee Benefit Plans
(the "Collective Trust") established by EVTC pursuant to a certain Declaration of Trust dated as
of December 23,2004, including any amendments and Supplemental Declarations thereto (the
"Declaration of Trust"); and
WHEREAS, EVTC consents to the admission ofthe Plan as a Participating Trust (as
such ternl is defined in the Declaration of Trust) in the Collective Trust;
NOW, THEREFORE, the parties hereby represent and agree as follows:
1. Establishment of Account. The Fiduciary hereby retains EVTC and EVTC
hereby agrees to provide investment management services for such portion ofthe Plan's assets as
may be designated by the Fiduciary and agreed upon by EVTC from time to time (hereafter
referred to as the "Account").
2. Authority and Adoption.
(a) EVTC is authorized to invest all the Account assets delivered to it
pursuant to this Adoption Agreement in the Large Cap Value Fund, the Investment Grade
Income Fund, the High Yield Fund, Emerging Markets Fund and/or the Large Cap
Growth Fund (the "Funds"), which Funds are established and maintained under the
Collective Trust, except for amounts held temporarily before admission to or after
withdrawal from the Funds and such amounts designated by the Fiduciary in writing to be
invested in such other investments designated by Fiduciary and agreed to by EVTC,
including one or more other commingled investment funds established and maintained by
EVTC. The Collective Trust is hereby specifically adopted as part of the Plan, and the
Declaration of Trust effective December 23,2004, as may be amended from time to time,
is hereby specifically incorporated as part of the Plan. The Plan acknowledges having
received a copy of such Declaration of Trust and agrees to be bound by its terms. Assets
of the Account managed under this Adoption Agreement may be commingled with assets
of other tax qualified employee benefit trusts (and entities in which such trusts
participate) that are eligible to participate in the Coll(~ctive Trust.
(b) EVTC is authorized to maintain the allocation of the Account's assets
among the Funds maintained under the Collective Trust initially in accordance with the
Fiduciary's instructions as set forth in Exhibit A hereto and to vary the allocations among
the Funds to achieve the investment objective specified in writing by the Fiduciary from
time to time. EVTC shall advise the Fiduciary of the allocation of such funds as of each
month-end. EVTC is hereby authorized to adopt on behalf of the Plan (without further
action on behalf of the Fiduciary) the declaration of trust of any other common,
collective, or commingled trust fund maintained or advised by EVTC or its affiliates
(which meets the requirements of Revenue Ruling 81-100) as part of the Plan for
purposes of providing one or more investment vehicles for Account assets as EVTC may
deem advisable. Such declaration of trust, as it may be amended from time to time, shall
be specifically incorporated as part of the Plan and this Adoption Agreement, and the
Plan agrees to be bound by its terms.
3. Withdrawals. At the Fiduciary's request by notice to EVTC, EVTC shall
withdraw assets of the Account from the Collective Trust as of the next date of valuation of the
Collective Trust's assets ("Valuation Date") for which a withdrawal notice is timely made in
accordance with the provisions of the Declaration of Trust and pay the proceeds of such
withdrawalto the Plan, as directed by the notice and in accordance with the Declaration of Trust.
4. Representations of Plan.
(a) The Plan through the Fiduciary represents and warrants to EVTC that: (i)
the Fiduciary has authority to appoint EVTC as trustee and investment manager, and to
enter into this Adoption Agreement on behalf of the Plan, and the trust documents and
other documents under which the Plan is operated provide the Fiduciary with the
authority to incorporate the Declaration of Trust by general or specific reference and to
make the investment and grant the approvals provided herein; and (ii) (A) the Plan is a
pension, profit-sharing, or other employee benefit trust exempt from Federal income
taxation under Section 501(a) of the Code by reason of qualifying under Section 401(a)
of the Code and, if the Plan covers one or more self-employed individuals within the
meaning of Section 401(c)(1) of the Code, which satisfies the applicable requirements of
the Securities Act of 1933, as amended from time to time (or Rule 180 ofthe Securities
and Exchange Commission thereunder, or any successor ruling, regulation, or similar
pronouncement), regarding participation in a collective investment trust; (B) the Plan is
any of the following plans which satisfies the applicable requirements of the Securities
Act of 1933 and the Investment Company Act of 1940, as each is amended from time to
time (or any applicable rules of the Securities and Exchange Commission thereunder),
regarding participation in a collective investment fund: (1) a plan established and
maintained for its employees by the u.S. Government, by the government of any State or
political subdivision thereof, or by any agency or instrumentality of the foregoing, within
the meaning of Section 414( d) of the Code, (2) an eligible defelTcd compensation plan
within the meaning of Section 457(b) of the Code established and maintained by an
eligible governmental employer described in Section 457(e)(1)(A) of the Code; or (3) any
other governmental plan or unit described in Section 818(a)(6) of the Code; or (C) the
Assets held in the Account are and shall remain assets of a separate account maintained
in connection with a contract of an insurance company which consists solely of the assets
of trusts and plans described in clauses (A) and (B) ofthis paragraph. The Fiduciary
shall furnish EVTC with a copy of the Plan's most recent favorable determination letter
from the Internal Revenue Service establishing its exempt status or with other evidence
satisfactory to EVTC that Fiduciary qualifies to invest in the Collective Trust.
(b) If the Plan is a collective trust which is exempt fi'om tax under Section
501(a) of the Code by reason of meeting the requirements of Revenue Ruling 81-100, the
Plan represents and warrants, in addition, that each of the representations made in Section
4(a)(ii) of this Adoption Agreement is true and correct with respect to each investor in the
Plan.
5. Broker, Subadviser and Subcustodian. Transactions for each Fund shall be
effected through a broker selected by EVTC. All brokerage fees shall be paid from the relevant
Fund. EVTC, in its sole discretion, may retain the services of a subadviser and/or .subcustodian
for the Collective Trust.
6. Confidential Relationship. All information, recommendations, and advice
furnished by EVTC to the Plan under this Agreement shall be regarded as confidential by the
Plan and by Fiduciary. By acceptance of this Agreement, EVTC agrees to keep in strict
confidence all information concerning the affairs of the Plan and Fiduciary.
7. Securities Lending. If EVTC lends securities held in the Funds to broker-dealers
and certain financial institutions, such loans will be continuously secured by collateral consisting
of cash, U.S. Government securities, and such other forms of collateral as may be pennitted from
time to time by Prohibited Transaction Exemption 2006-16 issued by the U.S. Department of
Labor, as amended from time to time, or any successor exemption, or otherwise, in an amount at
least equal to the market value of the securities loaned. .
8. Scope ofEVTC's Discretion. It is understood that EVTC may for various reasons
have different recommendations to, or take different investment action for, other clients or make
recommendations to, or direct investment action for, different clients at different times.
9. Limitation on Investment Authority and Responsibility. EVTC and its affiliates
shall have no authority or responsibility pursuant to this Agreement to advise the Fiduciary
regarding any assets of the Plan not designated by the Fiduciary for the Account. In addition,
EVTC shall have no authority or responsibility with respect to any Plan assets managed by any
affiliate, pursuant to any agreement or understanding other than this agreement. The Fiduciary
shall give EVTC prompt written notice if the Plan deems its investment in the Collective Trust,
or any transactions contemplated by this Agreement to be in conflict with restrictions in the Plan
or its related trust and/or any current or future laws of any state and/or any other contract or
instrument that purports to bind the Fiduciary or the Plan.
10. Representations ofEVTC. EVTC confirms that it is a bank, as defined in the
Investment Advisers Act of 1940, and acknowledges that it is an "Investment Managers" and
fiduciary with respect to the assets in the Account, which EVTe has been given authority to
manage. EVTC also represents that it has insurance coverage for fiduciary liability.
11. List of Affiliates. The Fiduciary hereby agrees to, upon request, identify the
sponsor of the Plan, and provide a current list of affiliates of the sponsor of the Plan and any and
all further information which EVTC may deem necessary or appropriate in connection with the
Plan's investment in the Collective Trust.
12. Notices. Notices and other communications pursuant to this Agreement shall be
deemed duly given if transmitted to the following address or at such other addresses as either
party may from time to time designate in writing:
To the Fiduciary and/or the Plan:
Finance Director
City of Clearwater
PO Box 4748
Clearwater, FL 33756-5520
To EVTC:
Eaton Vance Trust Company
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
Attn: Frederick S. Marius
13. Term of Agreement. The tcrm of this Adoption Agreement shall begin on the
date the Adoption Agreement is accepted by EVTC, as set forth below, and may be terminated at
any time without penalty by written notice delivered by either party to the other. Upon
termination, the Plan may withdraw assets of the Account from the Collective Trust only in
accordance with the provisions of the Declaration of Trust. During the interim between notice of
termination and the date of payment, EVTC shall continue to serve in accordance with the
Declaration of Trust and this Adoption Agreement for assets of the Account remaining in the
Collective Trust. The effective date of termination shall be specified in such notice. In the event
of termination of this Adoption Agreement, all fees payable to EVTC shall be pro-rated to the
date of payment, and all assets of the Account then held in a custodial capacity by EVTC shall be
transferred as soon as possible to any persons or entities as directed by Fiduciary. EVTC shall
have no liability for making any such transfer of assets.
14. Non-Exclusivity. EVTC acknowledges that this Agreement is not an exclusive
contract and that, during its term, the Plan may contract with others to act as custodian, trustee,
or investment manager of other assets.
15. No Assignment. Neither party shall assign this Agreement without the written
consent of the other party.
16. Representations by Fiduciary. The execution and delivery of this Adoption
Agreement by the Fiduciary shall constitute a representation by the Plan that the teml,s hereof do
not violate any obligation by which the Plan is bound and that the Plan possesses the legal power
and authority to enter into and execute this Adoption Agreement. If the Fiduciary is a
corporation, such execution and delivery constitutes a representation that this Agreement has
been duly authorized by appropriate corporate action and that the Fiduciary will, on request,
supply to EVTC a certified corporate resolution or such other documentation as EVTC may
reasonably require which evidences authority.
. ,
. .
IN WITNESS \VHEREOF, the parties have executed this Adoption Agreement as ofthe
date and year first above written.
Dated: O~/~
City of Clearwater Employees Pension Plan
(Full Name of Plan)
Plan Year End: December 31 st
Plan Sponsor: City of Clearwater, Florida
Plan Sponsor EIN: 59-6000289
Plan Number: NI A
(e.g., 001, 002, etc.)
By:
FID
FIDUCIARY SIGNATURE (on behalf of itself, as
to the representations in Sections 4(a) and 16 only)
BOARD OF TRUSTEES OF THE
EMPLOYEES' PENSION PLAN OF THE
CITY OF CLEARWATER, FLORIDA
Attest:
~.:. LAd>. .D.! .
Cynthia E. Goudeau .
City Clerk
AGREED and ACCEPTED, this ~ day of January, 2008.
ATTEST:
BY~~
EATON VANCE TRUST COMPANY
~/A/IA'L f1wAr>~t .
By: WftOJIYl if( r:ti11i14[o iJ t CL
EXHIBIT A
TRUST ASSETS ALLOCATED INITIALLY TO THE FUNDS
PORTFOLIO NAME
AMOUNT
Investment Grade Income Fund
$
$
$
Large Cap Value Fund
High Yield Fund
Emerging Markets Fund
$25,000,000
Large Cap Growth Fund
$
Eaton Vance Trust Company
255 State Street, Boston, M/\ 02109
December 20,2007
VIA OVERNIGHT MAIL
Frank V. Hibbard, Chairperson
City of Clearwater Employees Pension Plan
Re: Letter Agreement
DearMayor Hibbard:
Upon execution of the Adoption Agreement dated December 19, 2007 (the "Agreement") by and
between Eaton Vance Trust Company (Eaton Vance) and the City of Clearwater Employees
Pension Plan (City of Clearwater), Eaton Vance expressly acknowledges, represents, warrants and
agrees that it is a "fiduciary" (as that term is defined in Section 3(21)A of ERISA) to the City of
Clearwater 'Nit:, respect to those assets which the City of Clearwater granted Eaton Vance
discretion to invest said assets in the Eaton Vance Collective Investment Tn..:st pursuant to the
terms cmd conditions of the Agreement.
Eaton Vance further acknowledges, represents, warrants and agrees that for any legal action or
proceeding arising out of or in connection with Adoption Agreement, Offering Memorandum.
Declaration of Trust, and/or Supplemental Declaration, Eaton Vance agrees to the jurisdiction of the
courts of the StStto of Florida, with venue in Pinellas County.
If you at~ree to and accept the terms of this letter, please so indicate by signing, dating, and
returning both originals to Frederick S. Marius, a fuliy-executed original lette:" will be mturned to
your attontion. Thank you.
E ton nee Trust Company
_~fhLc_0.~-
Na e: Usa J~A~s
Title: \I:ce President
AGREED AND ACCEPTED:
BOl.\.RD OF TRUSTFES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEAR:ATER'~3A~I~
By: ~v~____%~___v .'
rank V. Hibbard
Chairperson
_.
.A. Kaufman
n Attorney
- .S
1ia E. GoudHau
lerk
Attest:
Eaton Vance Collective Investment Trust Transfer Ae:encv Authorization Form
Emere:ine: Markets Fund
Name of Plan:
_ City of Clearwater Emplovees Pension Plan
Wire Instructions for redemption and distribution proceeds (standing wire instructions unless
instructed by authorized individual).
Bank:
Location:
ABA #
Attention:
Account #: 001260030758
Further Credit: _City of Clearwater, Consolidated
Cash
Bank of America
_Charlotte, NC
026009593
The following people are authorized to act on behalf of this account:
Name
Signature
Telephone ti.
Fax ti.
Margaret L. Simmons_ ~,('.~ (727) 562-4538
Brian" Jay" Ravins 11./L:;~(727) 562-4533
Steven Moskun ~ (721) 562-4532
(727) 562-4538
(727) 562-4535
(727) 562-4535
Wire Policy:
Wires that are received without notification to the Trustee will not be credited until instructions are
received from an authorized individual. If a wire is not received by 3 :00 p.m. on the required date to
fund a purchase, the purchase will be credited to the following day.
Redemption Policy:
Redemption requests will be executed upon receipt of a letter of instruction authorized by the
Fiduciary or authorized officer as listed above. /_.. //./ / :O-/.} . ./
I J ~ ~//?-,/kcY.t.6P
Dated: O~ a 7 2nO~ By: .~H y. /'--I'/- /
I I FID~Y Frank V. Hibbard, Chairperson
BOARD OF TRUSTEES OF THE
EMPLOYEES' PENSION PLAN OF THE
CITY OF CLEARWATER, FLORIDA
Attest:
ynthia E. Goudeau
ity Clerk