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AGENCY AND INVESTMENT MANAGEMENT AGREEMENT (2) I I , AGENCY AND INVESTMENT MANAGEMENT AGREEMENT; "- THIS AGREEMENT is made and entered into by and between the Trustees of the City of Clearwater Firemen's Relief and Pension Fund (hereafter referred to as "Trustee") and the Exchange Bank and Trust Company of Florida this /3~day of March, 1980. WHEREAS, the City of Clearwater has established and con- tinued to maintain the Firemen's Fund for the purpose of providing , retirement benefits to certain of its employees; and WHEREAS, the Trustee is empowered with the authority to appoint one or more "Investment Counsels" hereafter referred to as "Investment Managers" to manage the investment of trust property; and WHEREAS, the Trustee is empowered with the authority to . appoint one or more Agents to hold the assets of the Fund; and WHEREAS, the Truste~ wishes to appoint the Exchange Bank and Trust Company of Florida as Investment Manager with respect to certain of the assets in the Trust Fund, and the Exchange Bank and Tr~st Company of Florida wishes to serve as Investment Manager with respect to such assets; WHEREAS, the Trustee wishes to appoint the Exchange Bank and Trust Company of Florida as the Agent to hold the assets of the trust; NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. The Trustee hereby appoints and retains Exchange Bank and Trust Company of Florida, and the Exchange'Bank and Trust Company of Florida agrees to serve, as an Investment Manager upon and subject to the terms hereof, beginning at the opening of business on March /3 , 1980, and continuing until Exchange Bank and Trust ~ompany of Florida investment responsibility or this" Agreement is terminated in accordance with the terms hereof. '/' /- r~ \ . .., t-~_. ) I I 2. . The Trustee hereby appoints and retains the Exchange Bank and Trust Company of Florida and the Exchange Bank and Trust Company of Florida agrees to serve as Agent upon and subject to the terms hereof, beginning at the opening of business on March /3 , 1980 and continuing until the fund does not have any assets, or this Agreement is terminated in accordance with the tenus hereof. 3. The responsibilities and duties of Exchange Bank and Trust Company of Florida as Investment Manager shall be limited to the assets of the Investment Account at the Exchange Bank and Trust Company of Florida (the "Account") which assets shall be part of the assets of the Trust Fund. Initially, the Account shall consist of such assets and securities as designated by the Trustee. From time to time, the Trustee may transfer other assets of the Trust Fund to the Account or withdraw any of the assets from the Account upon w~itten notice to Exchange Bank and Trust Company of Florida. Nothing in this agreement shall con- stitute a cornmittment by the Trustee to maintain any minimum amount of assets in the Account. 4. Exchange Bank and Trust Company of Florida shall have full responsibility for determining the investment of the Account unless the Exchange Bank and Trust Company of Florida is under the written direction of the Trustee. 5. In carrying out its responsibilities as Investment Manager~ the Trustee hereby authorizes and empowers the Exchange Bank and Trust Company of Florida to invest, reinvest, sell, deliver, or retain any property (including Group Annuity Contracts) in the Account, or may itself place orders to buy, sell or other- wise trade in any security or other property, including Group Annuity Contracts, in the Account with brokers or dealers selected by it, so long as the investments are not contrary to Statu~e. The Trustee further directs Exchange Bank and Trust Company of Florida to be fully empowered and authorized as agent for the Trustee to pay for securities, and/or Group Annuity Contracts, purchased against receipt thereof or to deliver securities and/or Group Annuity Contracts sold against payment therefore, as the case may be. -2- \ v) I I 6. The Trustees may exercise one or more powers granted to the Investment Manager under Sections 5 and 19 of this agr~ent. These written directions may be of a continuing nature, or otherwise, and may he revoked in writing by the Trustees at any time. The Investment Manager shall take action directed by the Trustee and -the Trustees shall indemnify the Investment Manager for any loss or liability incurred by the Investment Manager which may result from the Investment Manager following such directions or from the actions taken pursuant to such directions. If the powers granted to the Investment Manager under Sections 5 and 19 are exercised in writing by the Trustee in their discretion, the Exchange Bank and Trust Company.of Florida's only duties under Section 5 and 19 shall be to: (a) pay for securities and/or Group Annuity Contracts, purchased against receipt thereof or to deliver securities against payment therefore, as the case may be; (b) follow the written directions of the Trustee when exercising provisions of the contracts present in the Account. 7. Exchange Bank and Trust Company of Florida shall keep full and complete records of all transactions in the Account and shall render a statement thereof to the Trustee at the end of each year during the term of this Agreement. 8. At the end of any calendar quarter during the term of this Agreement, Exchange Bank and Trust Company of Florida shall, upon the request of the Trustee, review the transactions in the Account with the Trustee. 9. Exchange Bank and Trust Company of Florida's annual compensation for its services hereunder shall be set forth in schedule "C" attached hereto. The Group Annuity Contracts fair market value(s) will be determined by the appropriate insurance company issuing such contract. -3- I I 10~ Exchange Bank and Trust Company of Florida shall - from time to time certify to' the Trustee the name of the person or persons authorized to act on its behalf and shall give the Trustee a specimen of his or their signatures. Any person so certified shall be the authorized representative of Exchange Bank and Trust Company of Florida for the purposes of j:his Agreement and his authority to act on behalf of Exchange Bank and Trust Company of Florida shall continue until notice to the contrary is given by Exchange Bank and Trust Company of Florida and received by the Trustee. 11. The Trustee may from time to time designate any person or agent to act on its behalf in giving instructions, directi9ns, notices or other communications to Exchange Bank and Trust Company of Florida and shall certify the name of such person to Exchange Bank and Trust Company of Florida and give Exchange . Bank and Trust Company of Florida a specimen of his signature. The authority of any such person or agent to act on behalf of the Trustee shall continue until notice to the contrary is given by the Trustee and received by Exchange Bank and Trust Company of Florida. 12. Any instruction or direction from Exchange Bank and Trust Company of Florida to the Trustee may be given in any manner acceptable to Exchange Bank and Trust Company of Florida and th~ Trustee; provided that all such instructions or directions to the Trustee shall be given or confirmed in writing by the authorized representative of Exchange Bank and Trust Company of Florida. Any instruction, direction, notice or other communication from Exchange Bank and Trust Company of Florida to the Trustee shall be mailed or delivered to such address as the Trustee notified Exchange Bank and Trust Company of Florida. 13. Any notice or other communication from Exchange Bank and Trust Company of Florida to the Trustee shall be mailed or delivered to: -4- I I, Any notice or other communication to Exchange Bank and Trust Company of Florida shall be mailed or delivered to: Exchange Bank and Trust Company of Florida P~ 0.. Box 1469 Tampa, Florida 33601 Attn: E~ployee Benefit Section Either party may change the address for notices or other com- munications to it by written notice to the other stating the new address. Notices from either party to the other shall be effective when received by the addressee. 14. This agreement may be terminated at any time by agreement between Exchange Bank and Trust Company of Florida and the Trustee,upon sixty days written notice by either party to the other. 15. Exchange Bank and Trust Company of Florida hereby acknowledges receipt of a copy. of the Plan. The Trustee agrees to provide ExchangeBank~anduTrust Company of Flor,idawi th a copy of any future amendments to the Plan or the Trust Agreement, plus investment guidelines as developed. 16. The Trustee agrees to provide all information Exchange . Bank and Trust Company of Florida may require or reasonably request for the performance of its duties and responsibilities hereunder. The Trustee represents and warrants that Exchange Bank and Trust Company of Florida has been appointed Investment Manager pursuant to City of Clearwater Special Acts, Chapter 67- 1213~2. 17. Exchange Bank and Trust Company of Florida represents and warrants that it is a bank as defined in the Investment Advisors Act of 1940, as amended, and that it has completed, obtained or performed all other registrations, 'filings, approvals, authorizations, consents or examinations required by any govern- ment or governmental authority for the performance of the acts contemplated by this Agreement. 18. Exchange Bank and Trust Company of Florida acknowledges in its capacity as Investment Manager that it is a fiduciary with respect to the Plan and accordingly, it shall discharge its duties and responsibilities with respect to the Account in accordance with fiduciary standards or conduct. -5.,.. I I 1,9. The Trustee hereby authorizes and 'empow~rs the Exchange Bank and Trust Company of Florida to exclusively -- deal with the issuers of Group Annuity Contracts when exercising provisions of the contracts present in the account. 20. Exchange Bank and Trust Company of Florida, as agent, will-hold all assets including Group Annuity Contracts, for the trustee. Securities and Group Annuity Contracts hereto may be registered in the name of agent's nominee or otherwise as Exchange Bank and Trust Company of Florida may determine. 21. The Exchange Bank and Trust Company of Florida shall be entitled to act upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by a named Fiduciary or persons, and the Exchange Bank and Trust Company of Florida shall 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. The City of Clearwater and Trustees agree to indemnify the Exchange Bank and Trust Company of Florida against any liability imposed as,a result of a claim asserted by any person . or persons under the laws of any state or the federal government where the Exchange Bank and Trust Company of Florida has acted under this Agreement, in good faith in reliance on a written direction of the Trustee administering the Fund, or in reliance on an instrument, certificate or paper, issued by a named Fiduciary, which the Exchange Bank and Trust Company of Florida believed to be genuine. For purposes of this section and agreement, a named fiduciary shall be defined in accordance with the State of Florida Statutes, Chapter 112.656 as amended from time to time. 22. This Agreement constitutes the entire Agreement between the Trustee and Exchange Bank and Trust Company of Florida and all representatives with respect to the subject matter hereof. -6- I I 23. To the extent that state laws apply, this Agreement shall be construed and the r,ights and obligations of the parties hereunder enforced in accordance with the laws of the State of Florida. 24. Exchange Bank and Trust Company of Florida shall ~ . not assign this Agreement without the consent of the Trustee. 25. This Agreement may be amended in whole or in part by the Exchange Bank and Trust Company of Florida or the Trustee upon mutual consent of all parties. IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first above written. TRUSTEES OF THE RELIEF AN .Y WITNESS: THE EXCHANGE" BANK AND TRUST COMPANY OF FLORIDA ~gj~~ ~~.~ By: ~ //.~~ COrpol""n.-fe.' , Trust 'Offi er -7- I I SCHEDULE "C" Annual Charge - Based upon the market value of Trust Assets. $4.00 per $1,000 on the first $ 500,000 $3.25 per 1,000 on the next 500,000 $2.50 per 1,000 on the next 1,000,000 $1. 7 5 per 1,000 on the next 1,000,000 Minimum Annual Charge $500.00 Fees will be billed quarterly. 70: / I :,<1 c;. id \--t..i) >)\ I, "'.,:, "r,) lJ"' " (' '