AGENCY AND INVESTMENT MANAGEMENT AGREEMENT
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AGENCY AND INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made and entered into by and between the CitY,Commission
of the City of Clearwater acting as Trustees cithe City of Clearwater Pension
Fund and The Exchange National Bank of Tampa this
6th
day of
August
, 1979.
WHEREAS, the City of Clearwater has established and continued to maintain
the Employees Pension 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 "Agents" and "Investment Counsels" hereafter referred to as "Investment
Managers" to manage the investment of trust property; and
WHEREAS, the Trustee wishes to appoint The Exchange National Bank of
Tampa as Investment Manager with respect to certain of the assets in the
Trust Fund, and The Exchange National Bank of Tampa wishes to serve as
Investment Manager with respect to such assets;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed as follows:
1. The Trustee hereby appoints and retains The Exchange TIational Bank of
Tampa, and The Exchange National Bank of Tampa agrees to serve, as an Invest-
ment Manager upon and subject to the terms hereof, beginning at the opening of
business on
August 6
, 1979, and continuing until ENB of
Tampa investment responsibility or this Agreement is terminated in accordance with
the terms hereof.
2. The responsibilities and duties of ENB of Tampa as Investment Manager
shall be limited to the assets of the Investment Account at the ENB of Tampa
(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 Trust Fund from the Account
upon written notice to ENB of Tampa. Nothing in this agreement shall constitute
a commitment by the Trustee to maintain any minimum amount of assets in the
Account.
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3. ENB of Tampa shall have full responsibility for determining the
investment of the Account unless the ENB of Tampa is under the written direction
of the Trustee.
4. In carrying out its responsibilities as Investment Manager, the
Trustee hereby authori20es and empowers the ENB of Tampa 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 otherwise trade in any security or other-property, including Group Annuity
Contracts, in the Account with brokers or dealers selected by it. ENB of
Tampa shall promptly give the Trustee written notice of each such order.
The Trustee further directs ENB of Tampa 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.
5. The Trustees may exercise one or more powers granted to the Investment
Manager under Sections 4 and 18 of this agreement.
These written directions may be of a continuing nature, or otherwise,
and may be 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 4 and 18
are exercised in writing by the Trustee in their discretion, the ENB of
Tampa's only duties under Section 4 and 18 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.
6 . ENB of Tampa 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.
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7. At the end of any calendar quarter during the term of this
Agreement, ENB of Tampa shall, upon the request of the Trustee, review the
transactions in the Account with the Trustee.
8. ENB of Tampa'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.
9. ENB of Tampa 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 ENB of Tampa for the purposes of
this Agreement and his authority to act on behalf of ENB of Tampa shall
continue until notice to the contrary is given by ENB of Tampa and received
by the Trustee.
10. The Trustee may from time to time designate any person or agent
to act on its behalf in giving instructions, directions, notices or other
communications to ENB of Tampa and shall certify the name of such person to
ENB of Tampa and give ENB of Tampa 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 ENB of
Tampa.
11. Any instruction or direction from ENB of Tampa to the Trustee may
be given in any manner acceptable to ENB of Tampa and the Trustee; provided
that all such instructions or directions to the Trustee shall be given or
confirmed in writing by the authorized representative of ENB of Tampa. Any
instruction, direction, notice or other communication from ENB of Tampa to
the Trustee shall be mailed or delivered to such address as the Trustee notified
ENB of Tampa.
12. Any notice or other communication from ENB of Tampa to the Trustee
shall be mailed or delivered to:
City Treasurer
City of Clearwater
P. O. Box 4748
Clearwater, FL 33518
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Any notice or other communication to ENB of Tampa shall be mailed
or delivered to:
Exchange National Bank of Tampa
P. O. Box 1469
Tampa, Florida 33601
Attn: Mr. Ed Trocke
J,
Either party may change the address for notices or other communications 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.
13. This agreement may be terminated at any time by agreement between
ENB of Tampa and the Trustee, or upon sixty days written notice by either
party to the other.
14. ENB of Tampa hereby acknowledges receipt of a copy of the Plan.
The Trustee agrees to provide ENB of Tampa with a copy of any future amend-
ments to the Plan or the Trust Agreement, plus investment guidelines as
developed.
15. The Trustee agrees to provide all information ENB of Tampa may
require or reasonably request for the performance of its duties and responsi-
bilities hereunder. The Trustee represents and warrants that ENB of Tampa
has been appointed Investment Manager pursuant to City of Clearwater Ordinance
No. 1832, Section 2-47(2).
16. ENBof Tampa 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, authoriza-
tions, consents or examinations required by any government or governmental
authority for the performance of the acts contemplated by this Agreement.
17. ENB of Tampa 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.
18. The Trustee hereby authorizes and empowers the ENBof Tampa to
exclusively deal with the issuers of Group Annuity Contracts when exercising
provisions of the contracts present in the account.
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19. ENB of Tampa, as agent, will hold all assets including Group
Annuity Contracts, for the trustee. Securities and Group Annuity Co~tracts
hereto may be registered in the name of agent's nominee or otherwise as
ENB of Tampa may determine.
20. This Agreement constitutes the entire Agreement between the
Trustee and ENB of Tampa and all representatives with respect to the subject
matter hereof.
21. To the extent that state laws apply, this Agreement shall be
construed and the rights and obligations of the parties hereunder enforced
in accordance with the laws of" the State of Florida.
22. ENB of Tampa shall not assign this Agreement without the consent
of the Trustee.
23. This Agreement may be amended in whole or in part by the ENB of
Tampa 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.
WITNESS:
THE MjGE NATIONAL BANK OF ~~
BY ~:Ffl~' 4 {
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SCHEDULE "G"
All Guaranteed Return Contracts acquired in the account by the
Exchange National Bank of Tampa as investment manager will be exempted
from the consultation fee and will be assessed a fee negotiated by all
parties to this agreement at the time of acquisition.
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