HomeMy WebLinkAboutSuntrust Bank Investment Management Agreement -1998 07 08
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INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT, made this 8 day of July, 1998 ,by and between the
City of Winter Springs, as Authorized Representative of the Pian referred to below, (hereinafter
referred to as the "Principal") and Sun Trust Bank, Central Florida, National Association
(hereinafter referred to as the "Bank"),
WHEREAS, by the teITl)s of the Money Purchase Pension Plan and Trust for Employees
of the City of Winter Springs and the floor offset plan known as the Defined Benefit Plan and
Trust for Employees of the City of Winter Springs (hereinafter referred to as the "Plans"),
effective October 1, 1984 (MPPP) and October 1, 1997 (DBPP) and the amended Trust
Agreement effective October 1, 1989 (MPPP only), the Trustees are charged with the duty of
rec~iving funds under Plans; and
WHEREAS, Principal(s) are authorized by the terms of Plans to appoint an Investment
Manager for the management and. investment of the trust fund held by them thereunder.
NOW, THEREFORE, Princip.al(s) and Bank agree as follows:
1. Appointment ofInvestment Manager: Principal(s) hereby appoint(s) Bank as the
Investment Manager with respect to those as~ets of said trust fund transferred to
it, together with the income therefrom (hereinafter referred to as the "Investment
Account"). Bank shall manage, invest and reinvest the Investment Account
pursuant to the provisions hereinafter set forth and shall collect the income from
the Investment Account and make payments therefrom in accordance with the
provisions of this Agreement or as directed by the Trustee(s), Plan Administrator,
Administrative Committee, or Employer. At no time shall any part of the corpus
or income of the Investment Account be used or diverted forthe purposes other
than for the exclusive benefit of employees and their beneficiaries as provided in
the Plans and for defraying reasonable expenses of administering Plans, to the
extent that such expenses are not borne by resources of Plans. By execution of
this Agreement, Bank acknowledges that it is a fiduciary with respect to Plans
within the meaning of the Employee Retirement Income Security Act of 1974
("ERISA").
2. Powers of Bank: Bank will have the following powers with respect to any and all
monies and securities at any time held by it and constituting part or all of the
Investment Account, such powers to be exercised by it in its sole discretion:
A. With any cash at any time held by it, to purchase or subscribe for and
invest in any securities. and to retain such securities in the Investment
Account.
B. To sell, transfer and convey, redeem, exchange for other securities, or
otherwise to dispose of any securities at any time held by it.
C. To exercise any conversion privilege and/or subscription right available in
connection with any securities at any time held by it; to oppose or to
consent to the reorganization, consolidation, merger, or readjustment of
the finances of any corporation, company or association or to the sale,
mortgage, pledge or lease of the property of any corporation, company or
Code 148
Revised 11/13/97
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association, any of the securities of which may at any time be held by it,
and to do any act with reference thereto, including the exercise of options;
the making of agreement or subscriptions and the payment of expenses,
assessments or subscriptions, which may be deemed necessary or
advisable in connection therewith, and to hold and retain any securities
which it may so acquire.
D. To vote, personally or by general or limited proxy, any shares of stock
which may be held by it at any time and, similarly, to exercise, personally
or by general or limited proxy, any right appurtenant to any securities held
by it at any time.
E. To register any securities held by it hereunder in its own name or in the
name of a nominee, or any form permitting title to pass by delivery,
provided the records of Bank shall clearly indicate the ownership of any
assets in the Investment Account.
F. To make, execute and deliver any and all mortgages, contracts, waivers,
releases or other instruments in writing necessary or proper for the
accomplishment of any of the foregoing powers.
G. Any other provision hereof or of Plans to the contrary notwithstanding,
Bank is authorized, subject, however, to any requirements of consultation,
approval, consent or direction herein, or in the Plans otherwise required, as
to investments, to. invest and reinvest all or any portion of the Investment
Account collectively with funds or other trusts qualifying under Section
401 of the Internal Revenue Code in units of participation in one or more
of the funds of the collective trust for Employee Benefit Plans established
and maintained by STI Capital Management, N.A. (or any subsidiary of
SunTrust Banks, Inc.), or through the medium of any other common,
collective or commingled trust fund that may be established and
maintained by STI Capital Management, N.A. (or any subsidiary of
. .SunTrust Banks, Inc.) the instrument or instruments establishing such trust'
fund or funds, as amended, being made part of this Agreement so long as
any portion of the Investment Account shall be invested through the
medium thereof.
H. The term "securities" used in this Agreement shall not be deemed to be
restricted to include only legal investments for a trustee under statutes or
rules oflaw applicable thereto. Without in any way intending to limit the
generality of the foregoing, the said term "securities" shall include, but not
be limited to, common or preferred stocks (whether or not listed on any
exchange), bonds, notes, debentures, mortgages, equipment trust
certificates, investment trust certificates, mutual funds or other securities,
real estate, personal property, limited partnership units, stock options
(including puts and calls), guaranteed insurance contracts, repurchase
agreements, commercial paper and such other investments (including its
own savings accounts and certificates of deposit), including those
securities issued by the employer or employees participating under the
Plan; provided, however, that no stock indebtedness of said employer or
employees shall be acquired by or held in the Investment Account unless
.such acquisition or investment would constitute a permissible transaction
into which the Investment Account may enter under the terms of ERISA
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and the regulations thereunder, as the same may be amended from time to
time.
I. Bank shall have no duty or authority to compute any amount to be paid to
it or to bring any action or proceeding to enforce the collection of any
contribution under the Plans, nor shall it have any duty or authority to
compute any amount to be paid by it under direction from the Trustee(s),
Plan Administrator, Administrative Committee, or Employer. Bank shall
be responsible only for those assets of the trust fund actually transferred to
it.
3. Payments from the Investment Account: Bank shall make. such payments from
the Investment Account, at such time or times, to such person or persons, and in
such amounts as the Trustee(s), Plan Administrator, Administrative Committee, or
Employer shall direct in writing. Bank shall be fully protected in acting upon any
such written direction without inquiry or investigation and shall have no duty to
determine the rights or benefits of any person under the Plans or to inquire into
the right or power of the Trustee(s), Plan Administrator, Administrative
Committee, or Employer to direct any such payment.
4. Maintenance of Accounts: Bank shall maintain accounts showing the fiscal
transactions of the Investment Account. Bank shall prepare at least annually, and
more often as mutually agreed, a report showing in reasonable detail the assets
and liabilities of the Investment Account and giving an account of the operation
of the Investment Account for the past year.
5. Discharge of Duties: Bank shall discharge its duties under this Agreement solely
in the interests of the participants in Plans and their beneficiaries and (i) with the
care, skill, prudence, and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use in
the conduct of an enterprise of like character and with. like aims; and (ii) in
accordance with the provisions of this Agreement insofar as they are consistent
with the provisions of ERISA and the regulations thereunder, as the same may be
amended from time to time; but the duties and obligations of Bank as such shall
be limited to those expressly imposed upon it by this Agreement notwithstanding
any reference herein to Plans.
6. Compensation and Expenses of Banle Bank shall be paid such compensation as
shall from time to time be agreed upon by Principal(s) and Bank. Such
compensation and all expenses of administration of the Investment Account,
including counsel fees incurred with the prior approval of Principal(s), shall be
withdrawn by Bank out of the Investment Account unless paid by the Trustees or
by the employer maintaining the Plan.
7. Removal and Resignation: Bank may resign from its duties hereunder o).i filiiig
with Principal(s) a written resignation. Such resignation shall take effect within
sixty. (60) days after such notice to Principal(s). Bank may be removed by
Principal(s) at any time upon sixty (60) days' notice. Such removal shall be
effected by delivery to Bank of written notice of removal executed by
Principal(s). Upon .resignation or removal, Bank shall transfer and deliver the
Investment Account to Principal(s).
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8. Instructions: . All instructions from the Chairman, to Bank shall be in writing and
shall be signed by the aforementioned party. The Chairman agrees to notify Bank
promptly of any change in the Trustees, and until such notice is received by Bank,
Bank shall be fully protected in continuing to rely on the authority of the
aforementioned parties.
9. Consultation: Bank shall consult at least Quarterly with Principal(s) regarding the
investment performance of the Investment Account and the financial requirements
of Plan.
10. Construction of Agreement: This Agreement shall be construed according to the
laws of the United States, and, where not inconsistent therewith, the State of
Florida and all provisions hereof shall be governed by such laws.
IN WITNESS WHEREOF, this Agreement has been duly executed the date first set forth
above.
Witness:
I~ -fJ~
\J Janice Palladino
Witness:
.f-~ .JJ~
Janice Palladino
Witness:
I( ~ u. 'M-:R r
,
City Manager, Ronald W. McLemore
Witness:
Witness:
Witness:
ATTEST:
SunTrust Bank, Central Florida, N.A.
By:
~~.
I hereby certify that SunTrust Bank, <::entral Florida, N.A. has received a completed and current copy of the
governing Plan and Trust documents, together with any amendments thereto.
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to I . -. .
CERTIFICATION OF AUTHORIZED SIGNERS
Defined Benefit Plan and Trust
for Employees of the City of Winter Springs PLAN
I, Ronald W. McLemore , the undersigned, hereby certify to SunTrust Bank, Central
Florida, N.A. that I am the duly elected Secretary of City of Winter Springs Pension Board
and that the following represents a complete and true list of the individuals, and their official
specimen signatures, who are authorized to sign for the above referenced Plan and Trust on
behalf of the Employer:
Ronald W. McLemore
Print Name
~~<~
/ 0 icial Signature
Print Name
Official Signature
" Print Name
Official Signature .
Print Name
Official Signature
Print Name
Official Signature
I further certify that SunTrust Bank, Central Florida, N.A. is authorized to accept direction
from any of the above listed individuals, and that SunTrust Bank, Central
Florida, N.A. shall be fully protected in relying on any certification contained herein and shall be
indemnified and saved harmless from any claims, demands, expenses, loss, or damage
resulting from, or growing out of, honoring the official signature of any of the above listed
individuals, or refusing to honor the signature of any individual not listed above.
I further certify that the foregoing shall remain in full force and effect until express written
notice of any changes to the foregoing shall have been furnished to 'and received by SunTrust
Bank, Central Florida, N.A., and that receipt of such notice shall not affect any action taken by
SunTrust Bank, Central Florida, N.A. prior thereto.
IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary pursuant
to due and lawful authority this l' .. day of M " 19::J.J!..
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