07/13/2009
4 PENSION TRUSTEES AGENDA
Location: Council Chambers - City Hall
Date: 7/13/2009- 9:00 AM
1. Call to Order
2. Approval of Minutes
2.1 Approve the minutes of the June 15, 2009 Pension Trustees Meeting as submitted in written summation
by the City Clerk.
Attachments
3. Pension Trustee Items
3.1 Approve a contract with Cap Trust Advisors, LLC as pension investment consultant to the Employees'
Pension Plan and authorize the appropriate officials to execute same.
Attachments
4. Other Business
5. Adjourn
Meeting Date:7/13/2009
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve the minutes of the June 15, 2009 Pension Trustees Meeting as submitted in written summation by the City Clerk.
SUMMARY:
Review Approval: 1) Clerk
Cover Memo
Item # 1
Attachment number 1
Page 1 of 8
TRUSTEES OF THE EMPLOYEES' PENSION FUND MEETING MINUTES
CITY OF CLEARWATER
June 15, 2009
Unapproved
Present: Chair/Trustee Frank Hibbard, Trustee George N. Cretekos, Trustee John
Doran, Trustee Paul Gibson, and Trustee Carlen Petersen.
Also William B. Horne II - City Manager, Jill S. Silverboard - Assistant City
present: Manager, Rod Irwin - Assistant City Manager, Pamela K. Akin - City Attorney,
Cynthia E. Goudeau - City Clerk, and Rosemarie Call - Management Analyst.
To provide continuity for research, items are in agenda order although not
necessarily discussed in that order.
Trustee George N. Cretekos moved to approve the minutes of the May 18, 2009
Pension Trustees Meeting as submitted in written summation by the City Clerk. The
motion was duly seconded and carried unanimously.
3. Pension Trustee Items
3.1 oloy s listed low be acceote into the City of CI a at is oloy s'
Trustee Paul Gibson moved to accept the listed employees into membership in the City
of Clearwater's Employees' Pension Plan. The motion was duly seconded and carried
unanimously.
3.2 Clarence Jones9 ulic rvic s; I n ahnic9 Engineering: ring; Louis ace 9 arks
and Recreation; Kenneth Anderson, ublic Services; Marv
Robert Wile, n ral Services/ Solid ast ; Arl n Heger, Library; Ja s
Seymour, arks and Recreation; William hillios, Develop nt and i. h orhoo
Pension Trustees 2009-6-15 1 Item # 1
Attachment number 1
Page 2 of 8
Clarence Jones, Public Services Technician II, Public Services Department, was
employed by the City on July 21, 1975, and his pension service credit is effective
on that date. His pension will be effective June 1, 2009. Based on an average
salary of approximately $43,523 per year over the past five years, the formula for
computing regular pensions, and Mr. Jones' selection of the Joint & Survivor
Annuity, this pension will approximate $40,498 annually.
Glen Bahnick, Assistant Engineering Director, Engineering Department, was
employed by the City on April 18, 1983, and his pension service credit is effective
on that date. His pension will be effective June 1, 2009. Based on an average
salary of approximately $80,444 per year over the past five years, the formula for
computing regular pensions, and Mr. Bahnick's selection of the 75% Joint &
Survivor Annuity, this pension will approximate $58,049 annually.
Louis Dacey, Parks Service Technician III, Parks & Recreation Department, was
employed by the City on January 17, 1987, and his pension service credit is
effective on that date. His pension will be effective May 1, 2009. Based on an
average salary of approximately $44,360 per year over the past five years, the
formula for computing regular pensions, and Mr. Dacey's selection of the Joint &
Survivor Annuity, this pension will approximate $37,864 annually.
Kenneth Anderson, Tradesworker, Public Services Department, was employed by
the City on December 12, 1981, and his pension service credit is effective on that
date. His pension will be effective October 1, 2009. Based on an average salary
of approximately $42,884 per year over the past five years, the formula for
computing regular pensions, and Mr. Anderson's selection of the 100% Joint &
Survivor Annuity, this pension will approximate $32,928 annually.
Mary Case, Senior Staff Assistant, Public Services Department, was employed by
the City on December 22,1980, and her pension service credit is effective on that
date. Her pension will be effective June 1, 2009. Based on an average salary of
approximately $39,560 per year over the past five years, the formula for
computing regular pensions, and Ms. Case's selection of the Joint & Survivor
Annuity, this pension will approximate $30,902 annually.
Robert Wile, Solid Waste Worker, Solid Waste/General Services Department, was
Pension Trustees 2009-6-15 2 Item # 1
Attachment number 1
Page 3 of 8
employed by the City on February 23, 1982, and his pension service credit is
effective on that date. His pension will be effective June 1, 2009. Based on an
average salary of approximately $34,105 per year over the past five years, the
formula for computing regular pensions, and Mr. Wile's selection of the 100%
Joint & Survivor Annuity, this pension will approximate $24,978 annually.
Arlene Heger, Library Assistant, Library Department, was employed by the City on
March 15, 1986, and her pension service credit is effective on July 27, 1989. Her
pension will be effective August 1, 2009. Based on an average salary of
approximately $31,704 per year over the past five years, the formula for
computing regular pensions, and Ms. Heger's selection of the Joint & Survivor
Annuity, this pension will approximate $17,437 annually.
James Seymour, Parks Service Supervisor I, Parks & Recreation Department,
was employed by the City on April 21, 1986, and his pension service credit is
effective on that date. His pension will be effective June 1, 2009. Based on an
average salary of approximately $51,496 per year over the past five years, the
formula for computing regular pensions, and Mr. Seymour's selection of the Joint
& Survivor Annuity, this pension will approximate $32,697 annually.
William Phillips, Building Construction Inspector, Development & Neighborhood
Services Department, was employed by the City on April 11, 1988, and his
pension service credit is effective on that date. His pension will be effective June
1, 2009. Based on an average salary of approximately $60,570 per year over the
past five years, the formula for computing regular pensions, and Mr. Phillips'
selection of the 100% Joint & Survivor Annuity, this pension will approximate
$34,185 annually.
Cristofor Focsan, Engineering Specialist III, Engineering Department, was
employed by the City on March 11, 1991, and his pension service credit is
effective on that date. His pension will be effective June 1, 2009. Based on an
average salary of approximately $61,774 per year over the past five years, the
formula for computing regular pensions, and Mr. Focsan's selection of the 75%
Joint & Survivor Annuity, this pension will approximate $31,462 annually.
Jennie Keegan, Accounting Clerk, Finance Department, was employed by the City
on April 9, 1973, and her pension service credit is effective on November 17,
1989. Her pension will be effective October 1, 2009. Based on an average salary
of approximately $36,914 per year over the past five years, the formula for
computing regular pensions, and Ms. Keegan's selection of the 10-Year Certain &
Life Annuity, this pension will approximate $14,351 annually.
Michael Kohn, Public Service Heavy Equipment Operator, Public Services
Department, was employed by the City on January 17, 1977, and his pension
service credit is effective on that date. His pension will be effective June 1,
2009. Based on an average salary of approximately $45,677 per year over the
Pension Trustees 2009-6-15 3 Item # 1
Attachment number 1
Page 4 of 8
past five years, the formula for computing regular pensions, and Mr. Kohn's
selection of the 75% Joint & Survivor Annuity, this pension will approximate
$41,005 annually.
Margo Walbolt, Cultural Affairs Manager, Parks & Recreation Department, was
employed by the City on May 6, 1974, and her pension service credit is effective
on December 16, 1974. His pension will be effective June 1, 2009. Based on an
average salary of approximately $63,823 per year over the past five years, the
formula for computing regular pensions, and Mr. Walbolt's selection of the Life
Annuity, this pension will approximate $65,472 annually.
Jerald Davis, Tradesworker, Solid Waste/General Service Department, was
employed by the City on July 11, 1994, and his pension service credit is effective
on that date. His pension will be effective October 1, 2009. Based on an average
salary of approximately $39,922 per year over the past five years, the formula for
computing regular pensions, and Mr. Davis' selection of the 100% Joint & Survivor
Annuity, this pension will approximate $16,003 annually.
Paul Hoven, Fleet Mechanic Supervisor, Solid Waste/General Services
Department, was employed by the City on December 31, 1979, and his pension
service credit is effective on that date. His pension will be effective June 1,
2009. Based on an average salary of approximately $68,827 per year over the
past five years, the formula for computing regular pensions, and Mr. Hoven's
selection of the Life Annuity, this pension will approximate $60,119 annually.
Terry Schmidt, Special Events Manager, Parks & Recreation Department, was
employed by the City on June 13, 1983, and his pension service credit is effective
on that date. His pension will be effective October 1, 2009. Based on an average
salary of approximately $72,743 per year over the past five years, the formula for
computing regular pensions, and Mr. Schmidt's selection of the 100% Joint &
Survivor Annuity, this pension will approximate $51,529 annually.
Mary K. Diana, Assistant City Clerk, Official Records & Legislative Services
Department, was employed by the City on May 12, 1986, and her pension service
credit is effective on that date. Her pension will be effective October 1,
2009. Based on an average salary of approximately $71,362 per year over the
past five years, the formula for computing regular pensions, and Ms. Diana's
selection of the Joint & Survivor Annuity, this pension will approximate $45,861
annually.
Ronald Hamm, Gas Supervisor, Gas Department, was employed by the City on
June 25, 1979, and his pension service credit is effective on that date. His
pension will be effective June 1, 2009. Based on an average salary of
approximately $70,428 per year over the past five years, the formula for
computing regular pensions, and Mr. Hamm's selection of the 100% Joint &
Survivor Annuity, this pension will approximate $56,685 annually.
Pension Trustees 2009-6-15 4 Item # 1
Attachment number 1
Page 5 of 8
Susan Phillips, Assistant to City Manager, City Manager Department, was
employed by the City on February 27, 1986, and her pension service credit is
effective on that date. Her pension will be effective June 1, 2009. Based on an
average salary of approximately $57,987 per year over the past five years, the
formula for computing regular pensions, and Ms. Phillips' selection of the 50%
Joint & Survivor Annuity, this pension will approximate $38,344 annually.
Joe Lain, Water Safety Supervisor, Marine & Aviation Department, was employed
by the City on October 28, 1987, and his pension service credit is effective
January 2, 1989. His pension will be effective June 1, 2009. Based on an
average salary of approximately $52,941 per year over the past five years, the
formula for computing regular pensions, and Mr. Lain's selection of the Life
Annuity, this pension will approximate $32,766 annually.
Milton Bradley, Gas Technician II, Gas Department, was employed by the City on
June 6, 1983, and his pension service credit is effective on that date. His pension
will be effective June 1, 2009. Based on an average salary of approximately
$42,115 per year over the past five years, the formula for computing regular
pensions, and Mr. Bradley's selection of the Joint & Survivor Annuity, this pension
will approximate $30,070 annually.
Bernard Revelia, Fire Lieutenant, Fire Department, was employed by the City on
January 7, 1980, and his pension service credit is effective on that date. His
pension will be effective June 1, 2009. Based on an average salary of
approximately $80,020 per year over the past five years, the formula for
computing regular pensions, and Mr. Revelia's selection of the 100% Joint &
Survivor Annuity, this pension will approximate $63,717 annually.
Christopher Menendez, Fire Lieutenant, Fire Department, was employed by the
City on February 4, 1980, and his pension service credit is effective on that
date. His pension will be effective May 1, 2009. Based on an average salary of
approximately $80,496 per year over the past five years, the formula for
computing regular pensions, and Mr. Menendez' selection of the 100% Joint &
Survivor Annuity, this pension will approximate $63,739 annually.
James Ruggiero, Fire Lieutenant, Fire Department, was employed by the City on
March 21, 1983, and his pension service credit is effective on that date. His
pension will be effective June 1, 2009. Based on an average salary of
approximately $70,199 per year over the past five years, the formula for
computing regular pensions, and Mr. Ruggiero's selection of the 100% Joint &
Survivor Annuity, this pension will approximate $49,458 annually.
David Hogan, Fire Medic, Fire Department, was employed by the City on July 10,
1989, and his pension service credit is effective on that date. His pension will be
effective August 1, 2009.
Pension Trustees 2009-6-15 5 Item # 1
Attachment number 1
Page 6 of 8
Based on an average salary of approximately $63,581 per year over the past five
years, the formula for computing regular pensions, and Mr. Hogan's selection of
the 100% Joint & Survivor Annuity, this pension will approximate $34,460
annually.
Nancy Miller, Police Lieutenant, Police Department, was employed by the City on
August 20, 1979, and her pension service credit is effective on that date. Her
pension will be effective October 1, 2009. Based on an average salary of
approximately $99,317 per year over the past five years, the formula for
computing regular pensions, and Ms. Miller's selection of the 100% Joint &
Survivor Annuity, this pension will approximate $81,413 annually.
Dewey Williams, Deputy Police Chief, Police Department, was employed by the
City on March 14, 1977, and his pension service credit is effective on that
date. His pension will be effective October 1, 2009. Based on an average salary
of approximately $99,618 per year over the past five years, the formula for
computing regular pensions, and Mr. Williams' selection of the 100% Joint &
Survivor Annuity, this pension will approximate $87,521 annually.
These pensions were approved by the Pension Advisory Committee on May 14,
2009.
Section 2.393 provides for normal retirement eligibility when a participant has
reached age 55 and completed twenty years of credited service, has completed
thirty years of credited service, or has reached age 65 and completed ten years of
credited service. Section 2.393 also provides for normal retirement eligibility
when a participant has completed twenty years of credited service or has reached
age 55 and completed ten years of credited service in a type of employment
described as "hazardous duty" and further defines service as a Fire Lieutenant,
Fire Medic, Police Lieutenant, and Deputy Police Chief as meeting the hazardous
duty criteria. Mr. Bahnick, Mr. Dacey, Mr. Anderson, Ms. Case, Mr. Wile, Ms.
Heger, Mr. Seymour, Mr. Phillips, Mr. Hoven, Mr. Schmidt, Ms. Diana, Mr. Hamm,
Ms. Phillips, Mr. Lain, and Mr. Bradley qualify under the age 55 and 20 years of
service criteria. Mr. Jones, Mr. Kohn, and Ms. Walbolt qualify under the thirty
years of service criteria. Mr. Davis, Mr. Focsan, and Ms. Keegan qualify under
the age 65 and 10 years of service criteria. Mr. Revelia, Mr. Menendez, Mr.
Ruggiero, Mr. Hogan, Ms. Miller, and Mr. Williams qualify under the hazardous
duty criteria.
Trustee Carlen Petersen moved that Clarence Jones, Public Services; Glen Bahnick,
Engineering; Louis Dacey, Parks and Recreation; Kenneth Anderson, Public Services;
Mary Case, Public Services; Robert Wile, General Services/Solid Waste; Arlene Heger,
Library; James Seymour, Parks and Recreation; William Phillips, Development and
Neighborhood Services; Cristofor Focsan, Engineering; Jennie Keegan, Finance;
Michael Kohn, Public Services; Margo Walbolt, Parks and Recreation; Jerald Davis,
Pension Trustees 2009-6-15 6 Item # 1
Attachment number 1
Page 7 of 8
Solid Waste/General Services; Paul Hoven, Solid Waste/General Services; Terry
Schmidt, Parks and Recreation; Sue Diana, Official Records and Legislative Services;
Ronald Hamm, Gas; Susan Phillips, City Manager; Joe Lain, Marine and Aviation;
Milton Bradley, Gas; Bernard Revelia, Fire; Christopher Menendez, Fire; James
Ruggiero, Fire; David Hogan, Fire; Nancy Miller, Police; and Dewey Williams, Police, be
granted regular pensions under Section(s) 2.393 and 2.397 of the Employees Pension
Plan as approved by the Pension Advisory Committee. The motion was duly seconded
and carried unanimously.
3.3 Gwen Hollander, Legal Department; onna Tor no, Legal Department; Vincent
Mazza, Public Services part nt; and ar ffl r, Gas Department,
allowed to vest their p nsions under Section(s) 2.397 and 2.398 of the plo ees
Pension Ian as approved by the Pension Advisory Committee.
Gwen Hollander, Legal Staff Assistant, Legal Department, was employed by the
City on August 12, 1999, and began participating in the Pension Plan on that
date. Ms. Hollander will terminate from City employment on September 25, 2009.
Donna Tormeno, Paralegal, Legal Department, was employed by the City on
March 25, 1991, and began participating in the Pension Plan on that date. Ms.
Tormeno will terminate from City employment on September 25, 2009.
Vincent Mazza, Street Sweeper Operator, Public Services Department, was
employed by the City on July 25, 1994, and began participating in the Pension
Plan on that date. Mr. Mazza will terminate from City employment on September
25, 2009.
Larry Leffler, Gas Technician III, Gas Department, was employed by the City on
November 19, 1990, and began participating in the Pension Plan on that date. Mr.
Leffler terminated from City employment on May 22, 2009.
The Employees' Pension Plan provides that should an employee cease to be an
employee of the City of Clearwater or change status from full-time to part-time
after completing ten or more years of creditable service (pension participation),
such employee shall acquire a vested interest in the retirement benefits. Vested
pension payments commence on the first of the month following the month in
which the employee normally would have been eligible for retirement.
Section 2.393 (p) provides for normal retirement eligibility when a participant has
reached age 55 and completed twenty years of credited service, has completed
30 years of credited service, or has reached age 65 and completed ten years of
credited service. Ms. Hollander would have completed at least 10 years of service
and reached age 65 on December 19, 2009. Her pension will be effective January
1, 2010. Ms. Tormeno would have completed at least 20 years of service and
reached age 55 on January 16, 2011. Her pension will be effective April 1,
Pension Trustees 2009-6-15 7 Item # 1
Attachment number 1
Page 8 of 8
2011. Mr. Mazza would have completed 10 years of service and reached age 65
on December 19, 2009. His pension will be effective January 1, 2010. Mr. Leffler
would have completed 10 years of service and reached age 65 on April 30,
2010. His pension will be effective May 1, 2010. These pensions were approved
by the Pension Advisory Committee on May 14, 2009.
Trustee John Doran moved that Gwen Hollander, Legal Department; Donna Tormeno,
Legal Department; Vincent Mazza, Public Services Department; and Larry Leffler, Gas
Department, be allowed to vest their pensions under Section(s) 2.397 and 2.398 of the
Employees Pension Plan as approved by the Pension Advisory Committee. The motion
was duly seconded and carried unanimously.
4. Other Business - None.
5.
The meeting adjourned at 9:47 a.m.
Chair
Employee's Pension Plan Trustees
Attest
City Clerk
Pension Trustees 2009-6-15 8 Item # 1
Meeting Date:7/13/2009
Pension Trustees Agenda
Council Chambers - City Hall
SUBJECT / RECOMMENDATION:
Approve a contract with Cap Trust Advisors, LLC as pension investment consultant to the Employees' Pension Plan and authorize the
appropriate officials to execute same.
SUMMARY:
At the Trustees' direction, staff issued a RFP for investment consultant services for the Employees Pension Plan. Responses were
received from the following nine firms:
Ameriprise Financial
Asset Strategy Consultants
Callan
Cap Trust
Dahab Associates
Mark D. Lencke
Milliman
Segal Advisors
The Bogdan Group
Members of the Pension Investment Committee reviewed the responsesusing the following citeria: organization background,
professional staff, sample quarterly reports, asset allocation strategy and fees. Based on the reviews the following four firms were
selcted for oral presentations:
Firm Annual Fee
Cap Trust $90,000
Asset Strategy Consultants $39,000
Callan $81,000
Dahab Associates $82,500
Based on the RFP, oral presentations, and reference checks, the Committee determined Cap Trust was the best qulaified firm to
recommend to the Trustees.
Cap Trust charges an annual fee of $6,000 per money manager and currently the pension plan has 15 money managers. Cap Trust has a
minimum annual fee of $72,000.
For the above fee, Cap Trust will provide the following services:
Investment Policy Statement Review
Asset Allocation Review
Investment Manager Search Report(s) and Comparisons
Past Performance Review
Quarterly Performance Monitoring Reports
Overlap Analysis
Type:
Operating Expenditure
Cover Memo
Current Year Budget?: None Budget Adjustment: None
Budget Adjustment Comments:
Non budgeted fund
Item # 2
Current Year Cost: $22,500 Annual Operating Cost: $90,000
Not to Exceed: Total Cost: $90,000
For Fiscal Year: 10/1/08 to 9/30/09
Appropration Code Amount Appropriation Comment
0646-07410-530100-585- $90,000
000
Bid Required?: Yes Bid Number: RFP
11-09
Other Bid / Contract: Bid Exceptions: None
Review 1) Financial Services 2) Office of Management and Budget 3) Legal 4) Clerk 5) Assistant City Manager 6) Clerk 7) City
Approval: Manager 8) Clerk
Cover Memo
Item # 2
Attachment number 1
Page 1 of 7
GulTRUSINDEPENSIGHTNDENCE
INTEGRITY Flient Name: rw r
INSTITUTIONAL CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is made as of the date executed by you and CapTrust Advisors, LLC. The terms
"Client", "the undersigned", "you", and "your", refer to the person(s) signing this Agreement. The terms "we", "us", "our" and "ours" refer
to CapTrust Advisors, LLC.
The undersigned retains us to provide certain consulting services in accordance with the terms and conditions set forth in this
agreement.
1. Services
We shall provide the following service(s) to you (please check appropriate services):
Investment Policy Statement Review
Asset Allocation Review
Investment Manager Search Report(s) and Comparisons
Past Performance Review
Quarterly Performance Monitoring Reports
Overlap Analysis
Other (describe)
2. Compensation.
As compensation for the services described above, you agree to pay us $6,000 per year, per manager, as a flat annual fee. Annual
fees are billed quarterly, in advance, and are subject to a minimum of $72,000 per year. These fees do not cover any execution,
custody, clearing, settlement services, or investment management fees of investment managers retained by you. We will
invoice you directly via e-mail, at Steve. Moskun(cDmyClearwater.com.
3. Client's Authority.
(a) Trusts and Similar Fiduciary Accounts. If this Agreement is executed by a trustee or other fiduciary, such trustee or fiduciary
represents and warrants that: (i) the execution, delivery and performance of this Agreement is authorized under the plan, trust and/or
other applicable governing documents and/or under applicable law; (ii) such trustee or fiduciary is duly authorized and empowered to
negotiate this Agreement, including fees, and to execute and deliver this Agreement on your behalf; and (iii) any and all provisions in
any such plan, trust and/or other applicable governing document that (A) restrict, limit or otherwise prescribe the manner in which such
services may be rendered or the manner in which providers of such services may be compensated; (B) relate to your investment
objectives, policies or constraints or risk tolerance or the selection and retention of broker-dealers or investment advisers or managers
(in the event the services provided by us under this Agreement involve such matters); or (C) relate to your authority and the authority of
such trustee or fiduciary to enter into this Agreement) (collectively, "Trust Documentation") have been fully disclosed in writing to us by
you.
(b) Corporations. If you are a corporation, the person executing this Agreement represents and warrants that: (i) the execution,
delivery, and performance of this Agreement are authorized under your governing documents and/or applicable law and (ii) such
person's execution and delivery of this Agreement have been duly authorized by appropriate corporate action.
(c) Partnerships. If you are a partnership, the person executing this Agreement represents and warrants that: (i) the execution,
delivery and performance of this Agreement is authorized under your partnership agreement and/or applicable law and (ii) such person
is a general partner of such partnership with full power and authority to execute and deliver this Agreement.
4. Certain Representations and Warranties by Client.
In addition to the representations and warranties made elsewhere in this Agreement, you represent and warrant that:
(a) All information and documentation provided by you will be true and complete in all material respects as of the date provided,
and you will inform us promptly and in writing, of (i) any material change in such information and documentation and (ii) any material
change in your financial or other affairs that reasonably may be expected to be relevant to us in connection with providing services
under this Agreement.
(b) You will inform us promptly and in writing, of (i) any material change in the Trust Documentation, in the event this Agreement is
executed on behalf of Client by a trustee or other fiduciary; (ii) any event which might affect your continuing authority or the propriety of
your continuing to be a party to this Agreement; and (iii) any discrepancies between your records and confirmations or statements (if
any) sent to you under this Agreement.
(c) You will promptly provide us or will give written instructions to other parties (e.g., custodians, investment managers) promptly
to provide us, such information and documentation as we may from time to time reasonably request in order to perform our duties
and/or calculate our compensation under this Agreement.
Version March, 2009 Item # ? of 7
Attachment number 1
Page 2 of 7
WTRUSINDEPENDENCE NSIGHT
INTECRfY Client Name: City of Clearwater
(d) You will treat as confidential all information, recommendations and advice furnished to you under this Agreement. In this
regard, to the extent that any portion of the reports, statements, or other information submitted to you under this Agreement contains
material that is copyrighted, you shall observe the protection of such material as provided under applicable copyright laws.
Notwithstanding the foregoing, we recognize your obligations under Florida Sunshine Laws, including but not limited to, Florida Statutes
§112, §286.011 and Chapter 119 of the Florida Public Records Act.
5. Certain Acknowledgments by Client.
In addition to the acknowledgments and agreements made elsewhere in this Agreement, you acknowledge and agree that:
(a) We will provide the services described hereto on a "non-discretionary basis" (i.e., our role will be to make recommendations or
provide information to you or your agents, and we will not have authority to implement these recommendations or cause you or your
agents to act upon recommendations made or information provided to you or your agents).
(b) You have received, read, and understand this Agreement, our ADV Part II, and our Privacy Notice.
(c) Notwithstanding any other provision of this Agreement, we shall not be obligated to provide any services under this Agreement
with or for the Account if, in our reasonable judgment, this would (i) violate any applicable federal or state law or any applicable rule or
regulation of any regulatory agency or self-regulatory organization, or (ii) be inconsistent with any internal policy maintained by us from
time to time relating to business conduct with our clients.
(d) Subject to the duty of "best execution" and in the absence of written instructions from you to the contrary, each investment
manager retained by you will be free to select the broker-dealers to effect purchase and sale of transactions with/or for the Account.
(e) Each investment manager retained by you will act solely as agent for you and not for us.
(f) Except for services under this Agreement that do not constitute "investment advice" within the meaning of 29 CFR 2510.3-
21(c) (1), as interpreted by the Department of Labor, we acknowledge that we are a "fiduciary" as defined in Section 3(21) of ERISA,
including the associated duties and obligations imposed on a fiduciary under ERISA, for the investment consulting and/or advisory
services to be provided under this Agreement. We, however, expressly disclaim that we have any fiduciary duties or obligations with
respect to the Plan other than for the investment consulting and/or advisory services to be performed by us under this Agreement.
6. Reports.
(a) In connection with performing certain of the services described in this document, we and our representatives ((including the
representative responsible for managing your relationship (the "Investment Consultant')), may obtain and utilize information and data
from a wide variety of public and private sources (including, without limitation: (i) financial publications that monitor market indices,
industry research materials and other materials prepared by parties other than us and (ii) information and data concerning investment
management firms obtained from both the investment management firms and/or from third party vendors). We and our representatives
will not utilize any such information or data if we have reason to believe it to be inaccurate. However, we will not independently verify,
and cannot guarantee, such information and data, and make no representations or warranties with respect to any reports or statements
prepared by us for you to the extent such reports or statements are based on such information or data or our analysis thereof.
(b) In recognition of our continuing desire to improve the reports and statements we may prepare for you under this Agreement,
we may from time to time modify the format of and/or the types of information contained in such reports and statements without your
prior approval.
7. Assignment.
This Agreement may not be assigned by either party without the prior consent of the other. For purposes of the foregoing, the term
"assignment" shall have the meaning given to that term in Section 202(a) (1) of the Investment Advisers Act of 1940, as amended (the
"Advisers Act').
8. Terms and Termination.
(a) This Agreement shall be effective as provided in Section 13(b) and shall remain in effect until terminated by either party by
giving written notice to the other, which notice shall be effective when received by the other party; provided, however, that Client may
terminate this Agreement within five business days of its signing without penalty.
(b) In the event this Agreement is terminated, you shall have no obligation to make additional payments that would otherwise be
required to be made hereunder, but we may submit to you an accounting of the services theretofore provided to you hereunder (which
may include an accounting of our preparations to provide services that would have been provided by us but for such termination) and
you shall be liable to us for the amount set forth thereon (which amount may not exceed the total amount of our compensation as
agreed to by you and us in this Agreement) (the "Termination Obligation"). In the event you have paid any payments prior to such
termination: (i) if the amount of such payments exceeds the Termination Obligation, you shall be entitled to a refund of such excess,
and we shall be entitled to retain the remainder in full satisfaction of the Termination Obligation and (ii) if the Termination Obligation
exceeds the amount of such payments, we shall be entitled to retain such payments, and you shall promptly pay the amount of such
excess in order to satisfy the Termination obligation.
Version March, 2009 Item # ? of 7
Attachment number 1
Page 3 of 7
NStGHT
C
INTEGRITY Flient Name:
(c) Except as provided in Section 8(b), no termination of this Agreement shall affect the liabilities or obligations of the parties
arising from or in connection with services performed prior to such termination. Without limiting the generality of the foregoing, the
provisions of Sections 8(b)-(d) and Sections 9 and 10 of this Agreement shall survive any termination of this Agreement.
(d) Upon the termination of this Agreement, we will not be obligated to recommend any action to you.
9. Standard of Care.
(a) We and our affiliates and our respective present and former directors, officers, employees and agents shall not be liable for: (i)
any act done or omitted by any of us under this Agreement so long as such act or omission shall not have involved negligence,
malfeasance or bad faith on our part, or reckless disregard of our obligations and duties under this Agreement or (ii) any misstatement
or omission contained in information or documentation supplied to us by you or supplied to you or us by any investment manager
retained by you.
(b) The investment managers retained by you, if any, shall be solely responsible for any misstatements or omissions contained in
information or documentation supplied to you or us by such investment managers. While we will not supply any such information or
documentation to you if we have reason to believe it to be inaccurate, we will not independently verify, and cannot guarantee the
accuracy or completeness of such information or documentation.
(c) Notwithstanding the foregoing, you understand that the persons protected from liability as described above may owe certain
duties to you under the Advisers Act, or other federal or state statutes, or rules or regulations thereunder, or the rules or regulations of
self-regulatory organizations, the breach of which may confer upon you certain rights of action against those persons even if such
breach did not involve a violation of the standards of care set forth above. Accordingly, those standards are not intended to constitute
or be considered as a waiver or limitation of any such rights of action.
10. Applicable Law.
This Agreement shall be administered, construed and enforced in accordance with the laws of the State of Florida without giving effect
to the choice of law or conflict of laws provisions thereof; provided, however, that nothing herein shall be construed in any manner
inconsistent with the Advisers Act (or any rule, regulation or order of the U.S. Securities and Exchange Commission promulgated
thereunder), or the investment advisory laws of any state (or any rule, regulation or order thereunder) whose investment advisory laws
apply to the relationship created under this Agreement. All services we provide for you in the Account shall be subject to the rules and
regulation of all applicable federal, state, and self-regulatory agencies or organizations. Jurisdiction for any disputes arising out of the
terms of this agreement shall be in Pinellas County, Florida.
11. Notices.
All notices or other communications required to be given hereunder in writing by one party to the other shall be sent (a) if to us, to such
address or to such facsimile number as we may designate from time to time to you and (b) if to you, to such address as you may
designate from time to time in written notification to us. Any such notice or communication shall be deemed to have been given when
received by the party to whom it was sent.
12. Authorization
CapTrust prepares an annual Representative Client List for use in marketing activities. This list is prepared to provide prospective
clients a sample of the types and variety of clients of CapTrust. CapTrust may also create specialized marketing material which can
include institutional client names. Client gives CapTrust this authorization and acknowledges the use and context of the marketing
materials described above. At any time, the authorization may be revoked by either party by submitting a written request to CapTrust
Advisors, LLC or by checking the box below.
? Client does not permit name to be used by CapTrust Advisors, LLC for Representative Client List and other described above.
13. Miscellaneous.
(a) We represent and warrant that we are registered as an investment adviser under the Advisers Act.
(b) We reserve the right to refuse to accept or renew this Agreement in our sole discretion and for any reason. For purposes of
referring to this Agreement, the effective date of this Agreement shall be the date this Agreement is executed by the parties.
(c) This Agreement represents the entire agreement between the parties with respect to the matters described herein and may
not be modified or amended except by a writing signed by the party to be charged, except that we may modify this Agreement subject
to reasonable prior written notice to you, in which case your continued acceptance of services thereafter shall be deemed to constitute
your consent to such modification.
(d) This Agreement shall be binding on your heirs, executors, successors, administrators, committee, and/or conservators.
(e) We may withhold any tax to the extent required by law, and may remit any tax so withheld to the appropriate governmental
authority.
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CmTRUST:NDEPENDENCE NSIGHT
INTEGRITY Flient Name: i of
(f) All paragraph headings are for convenience of reference only, and shall not form part of or affect in any way the meaning or
interpretation of this Agreement.
(g) In the event the terms of this Agreement conflict with the terms of any other agreement you have executed with us, the terms
of this Agreement will govern with respect to the implementation of the services under this Agreement.
(h) As used herein, references in the singular shall, as and if appropriate, include the plural, and references in the neuter shall, as
and if appropriate, include the masculine and feminine, and vice versa.
(i) If any term or condition of this Agreement shall be held or made invalid or unenforceable to any extent or in any application,
whether by statute, rule, regulation, decision of a tribunal or otherwise, then the remainder of this Agreement, and such term or
condition except to such extent or in such application, shall not be affected thereby, and each and every term and condition of this
Agreement shall be valid and enforceable to the fullest extent and in the broadest application permitted by law.
0) Except as otherwise agreed to in writing, required by law or necessary to provide the services described herein or in our
Privacy Policy, we will keep confidential all information concerning the identity, financial affairs and investments of the Client.
Version March, 2009 4 of 7
Item # 2
Attachment number 1
Page 5 of 7
CAPTRUST:ND,,,N.EN.E NSIGHT
INTEGRITY
Client Nm of Clearwater
All authorized individuals must sign with title designations. (Examples: Chairman, President, Vice President, Managing
Director, General Partner, Sole Owner, Trustee, Named Plan Fiduciary, Executor/Administrator, etc.)
Name of Client: City of Clearwater
Investment (:nnci iltnnt Mama Inhn I (-riffi+h
Investment Consultant Sig
This agreement is effective on this day of , 2009
BOARD OF TRUSTEES OF THE EMPLOYEES'
PENSION PLAN OF THE CITY OF
CLEARWATER, FLORIDA
By:
Frank V. Hibbard
Chairperson
%ttest:
Cynthia E. Goudeau
City Clerk
CapTrust Advisors, LLC
By:?
Name: Eric W. Bailey
Title: Managing Principal
Date: Uy
Version March, 2009 5 of 7
Item # 2
Attachment number 1
Page 6 of 7
CHTRUSINDEPENDENCE NSIGHT
INTEGRITY
Flient Nam i of g1garwater
Addendum A - List of Assets/Accounts under Fee for Service Agreement.
Name of asset/account Name of Custodian
ING Aeltus Northern Trust
Approximate value as of contract date Account Number
$34.532.802
2.
3.
4.
5.
6.
Name of asset/account Name of Custodian
Aletheia Northern Trust
Approximate value as of contract date Account Number
$ 8,829.501
Name of asset/account Name of Custodian
Northern Trust Northern Trust
Approximate value as of contract date Account Number
$22,089.995
Name of asset/account Name of Custodian
Artisan Partners Northern Trust
Approximate value as of contract date Account Number
$17,490,835
Name of asset/account Name of Custodian
Wedge Northern Trust
Approximate value as of contract date Account Number
$14,274,718
Name of asset/account Name of Custodian
Independence Northern Trust
Approximate value as of contract date Account Number
$21,582,229
Name of asset/account Name of Custodian
Atlanta Capital Northern Trust
Approximate value as of contract date Account Number
$11,104,909
8.
Name of asset/account Name of Custodian
Systematic Financial Northern Trust
Approximate value as of contract date Account Number
$ 7,848,350
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Attachment number 1
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WTRUSINDEPENDENCE NSIGHT
INTEGRrrY
11 Client Name: of Clearwater I
Name of asset/account Name of Custodian
Earnest Partners Northern Trust
Approximate value as of contract date Account Number
$13,011,787
10.
11
12.
13
14.
15.
Name of asset/account Name of Custodian
Wentworth Northern Trust
Approximate value as of contract date Account Number
$12,939,417
Name of asset/account Name of Custodian
Eaton Vance Northern Trust
Approximate value as of contract date Account Number
$ 8,891,596
Name of asset/account Name of Custodian
Wellington Northern Trust
Approximate value as of contract date Account Number
$13,227,037
Name of asset/account Name of Custodian
Security Capital Northern Trust
Approximate value as of contract date Account Number
$19,353,668
Name of asset/account Name of Custodian
Dodge & Cox Northern Trust
Approximate value as of contract date Account Number
$87,377,234
Name of asset/account Name of Custodian
WAMCO Northern Trust
Approximate value as of contract date Account Number
$83,442,063
Version March, 2009 Item # ? 01 7