EMPLOYEES PENSION FUND / COLLECTIVE FUND CUSTODY AGREEMENT
COLLECTIVE FUND CUSTODY AGREEMENT
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This Collective Fund Custody Agreement is made as of this ;Sday of May, 2003,
between CITY OF CLEARWATER (Florida) EMPLOYEES' PENSION FUND and
Northern Trust Investments, Inc. ("NTI"), an Illinois trust company.
1. Appointment
The Investment Fiduciary hereby appoints NTI as custodian to maintain in the name of
the Trust a custody account for the purpose of facilitating investment in one or more
collective funds maintained by NTI as collective fund trustee under the Plan and Declaration
of Trust of the Northern Trust Global Investments Collective Fund Investment Trust for
Employee Benefit Plans and the Declaration of Trust of the Northern Trust Global
Investments-Quantitative Management Collective Funds Trust, as amended from time to time
(each, a "Declaration", collectively, the "Declarations"), or any collective fund maintained by
any ofNTI's affiliates ("Fund"). A copy of each Declaration is attached as Exhibit A.
2. Collective Fund Investments
(a) NTI shall, as soon as practicable, invest the assets transferred to it from the
Trust pursuant to separate written instruction from the Investment Fiduciary in one or more of
the Funds identified on Exhibit B ("Designated Funds") in such amount or proportion as
directed.
(b) If it is not practicable for NTI to immediately invest any cash received by it as
directed, then NTI shall invest such cash in The Northern Trust Company Short-Term
Investment Fund until investment in the Designated Fund is practicable. The Northern Trust
Company Short-Term Investment Fund is a collective fund maintained by The Northern Trust
Company as trustee.
(c) The Investment Fiduciary may change the Designated Funds from time-to-time
by filing a new Exhibit B with NTI, provided that the timing of any such change must be in
accordance with Fund rules.
(d) NTI shall have no responsibility or accountability for Trust assets until they are
received by it.
(e) In the event of termination of this Agreement, Federal law precludes continued
participation by the Trust Fund in any Designated Fund. Accordingly, NTI must withdraw
the value ofthe Trust Fund's investment from all Designated Funds on the next valuation date
(as defined in the Declarations) immediately following the date of termination. Pursuant to
the terms of the Declarations, NTI in its capacity as collective fund trustee retains and will
exercise discretion, based solely on its own judgment, to pay over the value on such valuation
date of the Trust Fund's investment in the Funds in cash, in-kind, or in any combination
thereof to such entity as the Investment Fiduciary directs, Written notice of termination by
either party is irrevocable. Following the valuation date after termination, participation in the
NTI/NTI-QMCollective Fund Custody Agmt.
Funds may continue only upon execution of a new agreement by the mvestment Fiduciary
and NTI or its affiliate.
3. Collective Fund Withdrawals
NTI shall make withdrawals from the Fund and shall distribute or invest assets so
withdrawn pursuant to written direction of the mvestment Fiduciary. The mvestment
Fiduciary understands that the collective fund trustee may require that part or all of any
withdrawal from the Fund be made in-kind.
4. Representation and Warranties by mvestment Fiduciary
The mvestment Fiduciary represents and warrants to NTI as follows:
(a) The mvestment Fiduciary is authorized to execute this Agreement under the
terms of the Trust and applicable plans:
(b) The Trust is a retirement pension, profit sharing or stock bonus trust or
collective trust fund composed of assets which are exempt from federal income taxation under
Section 501 of the mternal Revenue Code of 1986, as amended ("Code"), by reason of
qualifying under Section 401 (a) of the Code or is a governmental plan within the meaning of
Section 414(d) of the Code:
( c) The agreement or legislation creating the Trust ("Trust Agreement") authorizes
investment in collective funds and provides that any declaration pursuant to which the Fund is
maintained is incorporated by reference in the Trust. Agreement and shall prevail over any
contrary provisions of the Trust Agreement or this Agreement; and
(d) mvestment of Trust assets in the Fund pursuant to this Agreement is In
accordance with applicable law and the terms of the applicable plan and Trust Agreement.
The mvestment Fiduciary further warrants that the foregoing representations shall be deemed
to be continuing so long as the trust participates in the Fund and that the Investment Fiduciary
shall notify NTI in writing before or immediately upon the occurrence of any event which
causes a change to the representations and warranties made hereunder.
5. Representation and Warranties by NTI
NTI represents and warrants to the mvestment Fiduciary as follows:
(a) NTI has full power and authority to execute, deliver and perform this
Agreement and has taken all necessary and proper action to authorize the execution and
delivery of this Agreement; and
(b) NTI will perform its obligations hereunder in accordance with the terms of this
Agreement; and
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(c) NTI acknowledges that, n its capacity as collective fund trustee, it is a
fiduciary with respect to Trust assets invested in any Fund maintained under
the Declarations.
NTI further warrants that the foregoing representations shall be deemed to be continuing so
long as the Trust participates in the Fund and that NTI shall notify the Investment Fiduciary in
writing before or immediately upon the occurrence of any event which causes a change to the
representations and warranties made hereunder.
6. Statements and Reports
NTI shall deliver to the Investment Fiduciary the following statements and reports:
(a) Monthly statements of the Trust account showing all investments, receipts,
disbursements and other transactions as of the close of business on the last business day of
each month, with copies of such statements and reports delivered to the trustee of the Trust;
(b) Such periodic Fund statements as may be required under the Declaration
governing the Fund; and
(c) Such additional reports or statements as may be agreed from time to time by
the Investment Fiduciary and NT!.
7. Securities Lending
Pursuant to the terms of the Declarations, certain of the Funds may lend securities
("Lending Funds"). Any such securities lending will be in accordance with Department of
Labor Prohibited Transaction Class Exemptions 81-6 and 82-63. NTI's affiliate, The
Northern Trust Company, has been appointed to serve as securities lending agent for the
Lending Funds, with responsibility for administering the securities lending program. As
compensation for such services, the Investment Fiduciary authorizes the payment by any
Lending Fund in which Trust assets are invested of a monthly fee equal to 40% of the
securities lending revenue earned by such Lending Fund (such revenue to be calculated net of
rebates paid to the borrowers of securities and other expenses. If the Investment Fiduciary
subsequently notifies NTI that it no longer desires Trust assets to be included in the securities
lending program, NTI will cause such Trust assets to be redeemed from any Funds that lend
securities within thirty (30) days following its receipt of such notice.
8. Compensation and Reimbursement
NTI shall be reimbursed for all extraordinary and non-recurring expenses incurred in
the custody and protection of the account, including legal and accounting fees, and shall
receive such reasonable compensation for its services as may be agreed by the parties in
writing from time to time. The initial fees are set forth in Exhibit C to this Agreement.
9. Limitation on Custodian's Liability
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NTI shall be entitled to rely upon any direction, notice or other communication or
document it receives from the Investment Fiduciary pursuant to this Agreement and shall have
no responsibility for any loss to the account that may result from acting in accordance with
the terms of this Agreement.
10. Governing Law
The terms and provisions of this Agreement shall be construed and governed in
accordance with the laws of the State of Florida, to the extent that such laws are not
preempted by the laws of the United States of America. The invalidity of any part of this
Agreement shall not affect the remaining parts thereof.
.11 Notices
Notices or other communications relating to this Agreement shall be sent as follows:
(a) If to NTI:
Northern Trust Investments, Inc.
Attention: Michael L. Lucas
181 West Madison Street
Chicago, IL 60603
(b) If to the Investment Fiduciary:
Mr. Steve Moskun, Cash and Investment Manager
City of Clearwater
Finance Department
Municipal Services Building, 3rd Floor (East End)
100 S. Myrtle Ave.
Clearwater, FL 33756
Tel: 727.562.4532
E-mail: smoskun@clearwater-fl.com
12. Entire Agreement
This Agreement, together with the Declarations, embodies the entire agreement
between the parties and supersedes any and all prior commitments, agreements,
representations and understandings, whether written or oral, relating to the subject matter
hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto.
13. Amendment
The provisions of this Agreement may be amended or waived only by an instrument in
writing signed by the parties hereto.
14. Termination
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Each of the parties hereto may terminate this Agreement by giving to the other party
thirty (30) days written notice of such termination.
15. Assignment
Neither the Investment Fiduciary nor NTI may assign this Agreement without the
prior written consent of the other, except that NTI may assign its rights and delegate its duties
hereunder to any corporation or entity which directly or indirectly is controlled by, or is under
common control with, NT!. Any entity which shall by merger, consolidation, purchase or
otherwise, succeed to substantially all the trust business of NTI shall, upon such succession
and without any appointment or other action by the Investment Fiduciary, be and become
successor custodian hereunder, upon notification to the Investment Fiduciary.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
Approved to Form and Content:
CITY OF CLEARWATER EMPLOYEES' PENSION FUND
By
Attest:
:;~~TME~
Its: VlcePresldenl ~
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EXHIBIT B
DESIGNATED COLLECTIVE FUNDS
Margaret Simmons, Director of Finance; Jay Ravins, Assistant Finance Director; and Steve
Moskun, Cash and Investment Manager on behalf of the CITY OF CLEARWATER
(Florida) EMPLOYEES' PENSION FUND hereby designates the following collective
funds for investment by the Trust from time-to-time in such proportions or amounts as the
Investment Fiduciary shall direct in writing:
NTGI-QM Collective Daily Lehman Brothers Aggregate Index Fund-Lending
Approved to Form and Content:
CITY OF CLEARWATER EMPLOYEES' PENSION FUND
By K/~
Brian J. /un~t~
~L-.C-&d _~--
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EXHIBIT C
FEES
First $100 MM:
Balance:
Six (6) Basis Points
One (1) Basis Point
Approved to Form and Content:
CITY OF CLEARWATER EMPLOYEES' PENSION FUND
By ba;:s-
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Attest:
NORTHE
/:
By:
Year-end for Trust: July 31
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"Name of Plan Sponsor", "Employer Identification Number" and "three-digit plan number" as
reported on Form 5500 and Form 5500-C/R at la, 1 b and 5c or on Form 5500EZ at la, 1b
and 2c:
Plan Sponsor: City of Clearwater (Florida) Employees' Pension Fund
Employer Identification Number:
Three-digit plan number _ _ _
Taxpayer ill Number for this trust: 59-6000289
Frequency for Account Statements: [X] MontWy
[ ] Quarterly
[ ] Semi-Annual
[ ] Annual
Statement to be mailed to: (limited to two (2) recipients)
Steve Moskun. Cash and Investment Manager
Investment Manager's Fees to be:
[ ] Deducted from Account
[Six (6) Basis Points] Invoiced to
Steve Moskun. Cash and Investment Manager
The following are specimen signatures of persons from whom the Investment Manager may
accept written direction with regard to this Account:
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