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CUSTODIAL AGENCY AGREEMENT (3) " I I CUSTODIAL AGENCY AGREEMENT WHEREAS, the City of Clearwater has engaged the services of the various companies (see Exhibit A), hereafter referred to as the "Investment Advisors," with the responsibility to manage a portion of the City of Clearwater Employee Pension Fund; and WHEREAS, the Trustees of the City of Clearwater Employees Pension Fund, hereafter referred to as the "Trustees," would like to appoint an Agent to perform certain services as enumerated below; and WHEREAS, the Sun Bank, N.A., a Florida Corporation, hereafter referred to as the "Agent," would like to provide such services to the Trustees; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Trustees and the Agent agree as follows: SECTION I The Agent shall establish separate accounts for each Investment Advisors, and will account separately by Investmant Advisors for all contributions, withdrawals, sales, purchases, interest and dividends. Monthly custodial reports for each Investment Advisors will be submitted to Trustees no later than the 15th of the following month. A custodial report for the combined fund as a whole will be submitted to the Trustees on a quarterly basis no later than the 15th day following the end of the quarter. SECTION II The Agent upon the written direction of the Investment Advisors shall: (a) Buy, sell, exchange, convey, transfer, or otherwise dispose of any assets in the Fund; (b) Vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and pay any assessments or charges in connection therewith; and, to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property held in the Fund. ce. : /""'i i'_~../ ~. '?J.L,' . {~ , -1- I /.,,.--' ! I, .~. i ~i '-, j 1~.." ; 00 -l)Y2 -00 (;3) I I SECTION 11\ The Agent in exercising the above directions may: (a) Cause the securities 'held by it to be registered in the name of a nominee or in the form of street certificates or in any other form, even though the same may fail to disclose the fact that the same is held in trust, and the terms upon which such property is held. (b) Accept and retain for such time as the Trustees may deem advisable any securities or other property received or acquired by the Investment Advisors hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; SECTION IV The Agent shall be under no duty to question any direction of the Investment Advisors, or to make any suggestions to the Investment Advisors with respect to the investment and reinvestment of any Investment Advisors account. The Agent shall be fully protected in acting or omitting to act in accordance with, or in the absence of written directions from the Investment Advisors. The Agent shall be under no liability for any loss that may result by reason of any action taken or omitted by it in accordance with any direction of the Investment Advisors, or by reason of inaction in the absence of direction from the Investment Advisors. SECTION V The Agent shall be empowered and authorized to use one or more short term investment vehicles to keep invested the idle cash balance unti I directed otherwise by the Investment Advisors. SECTION VI The Agent shall: (a) Keep accurate and detai led accounts of all investments, receipts, disburse- ments, and other transactions hereunder. All accounts, books and records relating to such transactions with respect to the assets held in the Fund shall be open to inspection and audit at all reasonable times by any person designated by the Trustees administering such Fund. (b) Within thirty (30) days following the close of each Fiscal Year of the Fund, at such other times as the Trustees and Agent agree, and within thirty (30) days after the resignation of the Agent as provided in Section IX, the Agent shall file with the Trustees a written account setting forth all investments, receipts, disbursements and other transactions effected by it during such fiscal year or during the period from the close of the last fiscal year -2- I I to the date of such resignation. Upon the expiration of sixty (60) days from the date of filing such annual or other account, the Agent shall be forever released and discharged from all liability and accountability to anyone with respect to the propriety of its acts and transactions shown in such Fund except with respect to any such acts or transactions as to which the Trustees shall file with the Agent written objections within such sixty-day period. SECTION VII The Agent shall be entitled to rely upon the certification of the Trustees with respect to any instruction or direction of such Trustees and also to rely upon the certification of the Investment Advisors as to the officer allowed to sign on his behalf. The Agent shall be entitled to continue to rely upon either such certification until a subsequent certification is filed with the Agent. The Agent shall be entitled to act upon any instrument, certificate or paper believed by it to be geniune and to be signed or presented by the proper person or persons, and the Agent shall be under no duty to maky 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. SECTION VIII Agent cannot assign this agreement without the prior consent of the Trustees. The Trustees will notify the Agent promptly should there be any change in the status of the Investment Advisors. SECTION IX As compensation for its services hereunder, the Bank, as Agent shall receive fees in accordance with the schedule of fees as enumerated in Exhibit B. The Agent shall submit quarterly invoices to City of Clearwater, Finance Department, P.O. Box 4748, Clearwater, Florida 33518 for all said fees. Fees are to be paid by Trustees within fifteen (15) days after receipt of invoice. SECTION X The Agent may be removed by the Trustees at any time upon sixty (60) days written notice to the Agent. The Agent may resign at any time upon sixty (60) days written notice to the Trustees. Upon such removal or resignation of the Agent the Trustees shall appoint a successor Agent who upon acceptance of such appointment by the successor Agent, the Agent shall assign, transfer, and pay over to such successor Agent the assets then constituting the Fund. The Agent is authorized, however, to reserve such sum of money as it -3- I I deems advisable, for payment of its fees and expenses in connection with the settlement of its account. Any balance of such reserve remaining after the payment of such fees and expenses shall be paid over to the successor Agent. SECTION XI In the event it become impossible for the Agent, Investment Advisors, or the Trustees to perform any acts required by this Agreement, then such Agent, such Investment Advisors, or tthe Trustees may perform such alternative act which most nearly carries out the intent and purposes of this Agreement. SECTION XII The Trustees or Agent may amend in whole or in part any provision of this agreement as mutually agreed. SECTION XIII This Agreement shall be administered, construed and enforced according to the laws of the State of Florida. SECTION XIV The Agent shall not be liable for the making, retention, or sale of any investment or reinvestment made by it as herein provided, nor shall the Agent be liable for any loss to, or diminution of, the Fund, except due to its own negligence, willful misconduct, or lack of good faith. The Agent may consult with counsel, who may be counsel to the Trustees, and shall be fully protected in acting upon the advice of counsel. SECTION XV Acceptance of Agreement The Agent hereby accepts the Agreement and agrees to hold all of the property now or hereafter constituting the Fund hereunder subject to all of the terms and conditions of this Agreement. -4- I I IN WITNESS WHEREOF, Sun Bank, N.A. and the Trustees have executed this Agreement as of November 4, 1985, effective November 4, 1985. THE TRUSTEES OF THE CITY OF CLEARWATER EMPL Y S PENSION FUND ~ ~ ~n '11!t~/) SUN BANK, N.A. WITNESSES: ~ V .I/~- .- 17 (p. \G~ ql'~~~O. ~luil~ BY:~ (l-~ -5- I I EXHIBIT "A" Investment Advisors for City of Clearwater Employees Pension Fund as of date of Agreement are as follows: ( I) Denver Investment Advisors, Inc. Attention: Larry Luchini, Vice President P.O. Box 17487 Denver, Colorado 80217 (2) Aetna Capital Management, Inc. Attention: Peter B. Canoni 151 Farmington Avenue Hartford, Connecticut 06156 (3) Loomis-Sayles and Company Attention: William T. Mullen 5 100 Poplar Avenue, Suite 2002 Memphis, Tennessee 38137 The Trustees reserves the right to add to, delete, or make changes to the above upon written notice to Agent. -6- I I EXHIBIT "S" Fees for serving as Custodian for the General Employees Pension Fund will be as follows: Asset Charges: $2.00 per Thousand on 1st $1 ,000,000 I .50 per Thousand on next $4,000 ,000 .50 per Thousand on next $5 ,000,000 .25 per Thousand on balance of Asset (Assets of all funds will be combined for fee purposes.) Transaction Charges: U . S. Treasury Notes or Government Agency Bonds - GIC1s Equitys No Charge No Charge $5.00 per Transaction The above fees are guaranteed by Agent for a period of three years from date of Agreement. -7-