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HomeMy WebLinkAbout2002 10 30 Regular Item C INVESTMENT ADVISORY AGREEMENT AGREEMENT, made this _day of ,2002, by and between the BOARD OF TRUSTEES OF THE CITY OF WINTER SPRINGS GENERAL EMPLOYEES RETIREMENT PLAN (" the Board") and Trusco Capital Management ("the Manager"). WIT N E SSE T H: WHEREAS, the Board administers the plan created by the City of Winter Springs, Florida and known as the City of Winter Springs General Employees Retirement Plan ("Trust"); and WHEREAS, the Manager has represented to the Board that it possesses an expertise in portfolio management and holds all necessary licenses to perform portfolio management services for the Board; and WHEREAS, the Board desires to retain the Manager as an investment adviser and portfolio manager as to the assets of the Trust, and the Manager is agreeable to the same. NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Board and the Manager agree as follows: 1. The above and foregoing recitals are true and correct. 2. The Board hereby appoints Trusco Capital Management as the Manager, pursuant to the provisions of the Trust with. respect -to that portion of the. assets -of the Trust set forth-on-Exhibit-A; .------.. attached hereto and made a part hereof by reference. Said assets shall be collectively identified as the City of Winter Springs General Employees Retirement Plan Account ("the Account"). The Board shall have the right to add to and withdraw assets from the Account upon written notice to the Manager. Proceeds will be transferred by the 3rd business day following notification. 3. During the term of this Agreement, the Manager shall manage investment of the Account consistent with the provisions of the Trust; all applicable laws, statutes, rules and regulations; and the City of Winter Springs, Florida General Employee Retirement System Investment Policy Statement, approved on September, 2002 set forth on Exhibit B, attached hereto and made a part hereof by reference. The Board may amend or clarify its investment objectives and guidelines at any time, and from time to time, and shall communicate any such amendment or clarification in writing to the Manager, whereupon the Manager shall comply with the same. When the Manager allocates assets to commingled funds, the Manager will ensure compliance with the Board's investment objectives. 4. The Manager shall receive on behalf of the Plan and shall take custody of such Plan assets as are acceptable to the Manager and are transferred to the Manager by the Trustee. The Named Fiduciary shall deliver a schedule of such assets to the Manager. The Manager shall establish a custodial account ("Account") for the safekeeping of such Plan assets as may be delivered to the Manager from time to time pursuant to this Agreement plus any proceeds therefrom or additions thereto, and less any losses thereon or withdrawals therefrom. 5. The Manager shall exercise all rights, powers and privileges incident to ownership of assets in the Account, including but not limited to subscription, conversion and proxy rights. Anything herein to the contrary notwithstanding, the Manager shall vote proxies in accordance with any guidelines therefor which may be provided by the Board to the Manager. The Manager shall maintain a written record of its proxy voting and shall report the same to the Board no less frequently than quarterly. ., 6. All of the Manager's notices and directions under this Agreement to the Board shall be in writing. An officer of the Manager shall from time to time certify to the Board the name or names of the person or persons authorized to act for the Manager, and shall furnish to the Board signature specimens. Any individ,ual so certified shall be deemed to be the Manager's authorized representative. When any individual so certified shall cease to have such authority, the Manager shall promptly notify the Board, but until the Board receives such notice, such individual shall continue to be an authorized representative of the Manager. 7. All of Board's notice and directions to the Manager shall be in writing signed by the chairman or vice-chairman, or designee. The Manager shall be entitled to rely conclusively upon any such written instrument received by it, and shall act and shall be fully protected in acting in accordance therewith. From time to time the Board will furnish the Manager with evidence of the appointment and termination of the office of chairman or the vice-chairman. The Board agrees to notify the Manager of any amendments to the Trust, which affect its responsibilities under this Agreement. See Exhibit C. 8. The Manager.shall provide-the Board.with.suchperiodic.reports concerning the status. of ..... ........ the Account as the Board may reasonably request from time to time, but in no event shall reports be provided less frequently than quarterly. The Manager shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions involving the Account and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by the Board or persons designated by the Board. A representative of the Manager shall personally meet with the Board no less frequently than quarterly, unless otherwise notified by the Board. 9. Without in any way limiting liability hereunder, the Manager shall maintain during the life of this agreement general liability insurance in an amount not less than $100,000,000. In addition, the Manager shall maintain employee fidelity bonds in an amount of _% of the Account, with a minimum of $100,000,000. Furthermore, the Manager shall maintain investment adviser errors and omissions 2 liability insurance in an amount not less than $100,000,000. The.Manager shall furnish the Board with certiticates of insurance evidencing such coyerages and providing that cancellation or modification of insurance shall not be effective until thirty days after written notice to the Board. 10. The Manager shall be compensated for its services hereunder in accordance with the schedule set forth on Exhibit D, attached hereto and made a part hereof by reference. Fees will be billed quarterly, and paid upon authorization from the Plan. 11. This Agreement shall continue,until modified or terminated, but may be modified at any time upon mutual written agreement of the Board and the Manager. This Agreement may be terminated unilaterally at any time by the Board (upon written notice) or by the Manager (upon 60 days written notice). -I2. This Agreement is executed and delivered in the State of Florida, shall be governed by the laws of the State of Florida as to validity and construction and shall be enforced in the State or Federal courts of Florida. 13. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors of the parties hereto. 14. No agreement or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 15. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. No assignment of this Agreement (as defined by the Investment Advisers Act of 1940 or otherwise) shall be made by the Manager without the prior written consent of the Board (which may be arbitrarily withheld). 17. Prior to execution .of. this Agreement,. the .Manager. has delivered. to. .the Board. copies .of alL. 00 . _00 ... _00' information and documentation required by law and requested in the City of Winter Springs, Florida, Request for Proposal for Investment Management Services for Defined Benefit Pension Plan Funds, including Manager's most recently audited financial statements, Form ADV Parts I and II, Certificate of Insurance, and proof of state registration. During the term of this Agreement, the Manager shall provide the Board with all information and documentation required by law. 18. The Manager recognizes and understands that it is a fiduciary with respect to the Board, the Trust and this Agreement. 19. The Bank or the Manager shall not be liable under this agreement provided that it discharges its duties under this agreement (i) with the skill, care, prudence and diligence under the -3 circumstances then prevailing that a prudent expert 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 the Investment Policy statement and applicable laws, as the same may be amended from time to time. 20. Where the Bank or the Manager places orders for execution of portfolio transactions for the Investment account, the manager may allocate such transactions to such brokers and dealers, including its affiliates, for execution on such markets, at such prices and at such commission rates as in the good faith judgement of the manager will be in the best interest of the investment account. The Bank shall only have trades executed on a "best execution" basis (i.e. competitive costs as well as reliability and quality of the execution). IN WITNESS WHEREOF, the paf!:ies hereto have caused this agreement to be duly executed the day and year first above written. BOARD OF TRUSTEES OF THE CITY OF WINTER SPRINGS GENERAL EMPLOYEES' RETIREMENT PLAN By: Chairman ATTEST: Secretary TRUSCO CAPITAL MANAGEMENT By: Vice President ATTEST: (Corporate Seal) Vice President -4 Cert(fication oj Authorized Signers ............................................................................................................................................................................................................................................................................................................................................................... SUNTRusr Employee Benefits Services AGREEMENT REGARDING REQUESTS FOR WIRE TRANSFERS & DISTRIBUTIONS FROM ACCOUNT SunTrust Bank [the Bank] is serving as Investment Manager of the City of Winter Springs account plan pursuant tolnvestment Management Agreement dated _' Under the terms of that agreement the Bank may be requested or required to make payments to the undersigned or to third parties designated by the undersigned. Some parties to the account may ask that the Bank make those payments by electronic Funds Transfers also known as "Wires." The undersigned acknowledges that such transfers may cause the almost instantaneous transfer of significant sums of money, without the opportunity to recall the transfer, upon the basis of relatively little contact between themselves or an intended beneficiary of the transfer, and the Bank, and that it is a common and wise practice for banks and those dealing with them by means of such transfers to institute security procedures to protect against errors or fraud in transfers. In order to induce the Bank to make payments by means of Funds Transfers the undersigned selects the Security Procedure initialed below [the "Procedure"] and agree(s) that: 1. The undersigned will cause all requests for transfers and changes or cancellations to such requests ["Requests"] to be delivered to the Bank in a manner which complies with the Procedure ["In Compliance"]. 2. If the Bank receives a Request which is not In Compliance, it shall not make the transfer so requested but shall make a reasonable effort to cure the lack of Compliance or inform the person making the Request that the Bank will not act upon it and inform the undersigned by telephone call to Mr.lMrs.lMs. at phone number that a Request which was not In Compliance has been received. 3. If the Bank makes a transfer pursuant to a Request which it reasonably believes it received In Compliance, it Shall not be liable to the undersigned or to any person for whose .benefit the undersigned intended to make the Request. 4. The undersigned will indemnify the Bank against claims arising from transfers made as a result of Requests delivered In Compliance and transfers not made pursuant to Requests not delivered In Compliance, and will defend the Bank, or at the Bank~s option pay for the cost of defending the Bank against such claims. 5. The procedures for wire transfers will be as follows: Security Procedure #1 Call Back Procedure (If the standard procedure is selected, the undersigned must initial here: _) Upon receipt of a Request the Bank, regardless of the means by which the request was transmitted, will initiate a telephone call to: at phone # at phone # at phone # , or . or If any person reached at the number described above shall identify himself/herself as the designated person for that number and shall confirm the Request in all its terms, the Bank shall treat the Request as being In Compliance. If the Bank is unable to obtain confirmation of the Request after reasonable efforts, the Bank shall treat the Request as not In Compliance. The designations of persons and phone numbers made above may be-Changed only by a writing signed by the undersigned and referring to this agreement. - OR - Security Procedure #2 Mutually Agreed Procedurr::~lWJ1rtjJ9t.uthorized Signers ............................................................................................................................................................................................................................................................................................................................................... p",,,,,, T..,,, (If an attached procedure is requested, the undersigned must initial here: _) The Undersigned and the Bank agree that they will use the security procedure described in the attached writing which refers to this paragraph of this agreement and is signed by the Bank and the Undersigned. I, , the undersigned, hereby certify to SunTrust Bank that I am the duly elected Secretary of 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: Print Name Official Signature Print Name Official Signature Print Name Official Signature Print Name Official Signature I further certify that SunTrust Bank is authorized to accept direction from any (if blank, only one required) of the above listed individuals, and that SunTrust Bank 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 I have selected the Procedure above for wire transfer requests and agree to be bound by the terms of the agreement. 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 and that receipt of such notice shall not affect any action taken by SunTrust Bank prior thereto. IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary pursuant to due and lawful authority this day of ,20_. Corporate Secretary File INew IWire2 Exhibit A Assets of the Trust 5 rn C) c .- 'C - o :I: 't- o .... rn .- ...J 'lI:t N N ..... 0) co U) It) N - M Q U) It) .;.; N U Q U Q <( N :!E 0 _ M m ... c ! ~ i - - u Co U) CI) (!) ~ z 0 D:: rn a.. CO U) .! D:: CO w C to- CI) z "C 3E ~ . 'Q ~ ;f!.;f!. ';/. ;f!. ';/. ;f!. ';/. ;f!.;f!. ';/. ';Ie. coE ~:200 o-:gll'l 8~\C Q\ ~'t Nvi to: \Ci C! ~ C! 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