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CUSTODIAL ACCOUNT - BARNETT BANK --'~-' '. Ii I CUSTODIAL ACCOUNT AGREEMENT THIS AGREEMENT, made, executed and delivered in duplication this .'1.~ ~ day of ~ ' 1977, by and between the CITY OF CLEARWJ\TER EMPLOYEES PENSION FUN, hereinafter called Owner, and BARNETT BANK OF CLEARWATER, N.A., here- inafter called Bank: WITNESSETH: 1. CUSTODY AND REMITTANCE OF INCOME: Bank agrees to hold and safely keep, as agent for Owner, such stocks, money, certificates, bonds and other securities as may be delivered to it by or for the accounts of Owner and to collect the income, interest and dividends paid in cash on the property held by it pursuant to this agreement and the same will be paid or credited to Owner in the follow- ing manner: Separate accounts will be established for each Investment Manager named in 4 below or hereafter appointed by Owner. All receipts will be credited to the account which generates the income, or if new money is deposited by Owner for the Investment Manager accounts, pursuant to instructions of the Owner. All cash coming into Invest- ment Manager accounts will be deposited immediately in a savings account in the name of the appropriate Manager account pending instructions from the Investment Manager. 2. PRINCIPAL CASH AND DIVIDENDS IN KIND: All principal cash received or collected, and any stock dividends or other dividends in kind paid or received in respect to the property in these accounts will be credited to appropriate Manager Account or Accounts in the manner prescribed in 1. above. 3. RESIDENCE: Owner is an incorporated City in the State of Florida. 4. INVESTMENT MANAGERS: 1. The Boston Company of The Southeast Southeast National Bank Building 201 East Pine, Orlando, Florida 32801, 2. Loomis, Sayles & Co., Inc. Investment Counsel 888 17th Street NW Washington, D. C. 20006, are hereby designated by Owner as Investment Managers for these accounts. Each Investment Manager shall have all the powers and authority of Owner and Bank is authorized and directed to follow the instructions of such Investment Managers. The designation of the Investment Managers may be changed by an amendment to this agreement signed by both Owner and Bank. 5. STATEMENTS: Statem~nts of principal and income will be submitted to Owner and Investment Managers monthly. 6. INVESTMENT POWERS: Bank will carry out the instructions of each Investment Manager in writing and received by Bank, regarding all investments, the purchase, sale, or exchange of any securities or other property held in that Manager's account under this agreement. Bank is authorized to use for the purchase of any security or property directed by any Investment Manager, any uninvested funds held in that Manager account under this agreement on behalf of Owner. Funds of ,the separate Manager accounts will not be commingled for this or any purpose. 7. INVESTMENT VALUATIONS: Bank will prepare and furnish to Owner and Investment Managers a report of the property in each account showing units, descriptions, carrying values, estimated income and estimated market values on a quarterly basis. Such information will be on the form used for this purpose by Bank and will show valuations as of the end of the month prior to date prepared. Reports will be prepared as of the end of any other months, if arranged in advance. Properties will be carried on the books at values furnished by Owner or at cost if purchased for the account. -1- 00 ~.()SJ.. ( c ~ - " J I 8. REGISTRATION: All ecurities held under this agreement which required registration may be registered in Owner's name or 8ank's nominee. 9. VOTING: Bank shall be under no obligation whatsoever with respect to the voting, or failure to do so, of any stock or other securities hereunder, but Bank will vote proxies on written instructions of Investment Managers. 10. REPORTS: Bank will furnish to Owner as soon as practicable after the end of each calendar quarter, a report of all sales in each account made during the preceding quarter showing carrying value and net proceeds of sale. 11. INDEMNITY: All actions taken by Bank under the terms of this agreement shall be for the account and at the risk of Owner. 12. FEE: Charges will be based upon the aggregate of the two Manager accounts as follows: $3 per $1,000 on the first $500,000 $2 per $1,000 on the next $500,000 $1 per $1,000 on all assets over $1 million Minimum annual fee, $500 Additionally a reasonable charge may be made for unusual assets, activities and distribution costs. Billings for fees will be forwarded to the City of Clearwater Employees Pension Fund in care of the City Treasurer, City Hall, Post Office Box 4748, 112 South Osceola Avenue, Clearwater, Florida 33518, for direct payment. 13. AMENDMENT AND MODIFICATION: This agreement may be altered, amended or modified at any time in such manner as may be mutually agreed upon between Bank and Owner. 14. WITHDRAWAL AND TERMINATION: Owner may withdraw any or all of the property held hereunder by Bank and either party hereto may terminate this agreement upon receipt by the other party of written notice of such withdrawal or termination. 15. SPECIAL AGREEMENT OR INSTRUCTIONS: In the matters of Rights, Fractional shares, Savings accounts, Barnett Bank will act only in accordance with instructions of Investment Managers named in Paragraph 4 above or here- after appointed by Owner. IN WITNESS WHEREOF the parties hereto have set their hands and seals the. day and year first above written. Countersigned By ~~~~ Mayor-Commission& .. ~/ Attest: ~..,/J '-, ~ y C er BARNETT BANK OF CLEARWATER, N.A. By It ~Th", .d. :1f'".. . t ' Vice rresident & T st Officer Witnesses: A~P~ /~ , ~ ~ -'," - ~mJc..... s to<<:l ty <~/ v -2-