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HomeMy WebLinkAboutAgreement_Pension_10/03/2009• • Laserfiched 1012.7501 CUSTODY AGREEMENT THIS AGREEMENT is entEred into this °~ day of ~~.~~~~- , 2005 by and between the BOARD OF TRUSTEES OF THE TEQUESTA GENERAL EMPLOYEES PENSION FUND ,hereinafter referred to as the "Trustees," and SALEM TRUST COMPANY, hereinafter referred to as the "Custodian." WITNESSETH: WHEREAS, the Tequesta General Employees Pension Fund ,hereinafter referred to as the "Fund," has been established for the purpose of providing retirement and related benefits to eligible Participants and Beneficiaries and defraying reasonable expenses of administering the Plan; and WHEREAS, the Pension Plan Document provides that the Trustees are solely responsible for administering the Fund; and WHEREAS, the Trustees desire that the Custodian serve as custodian with respect to all of the assets of the Fund and the Custodian is willing to so serve. NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is covenanted and agreed as follows: 1. Appointment of Custodian. The Trustees retain and appoint the Custodian to provide safekeeping of all assets of the Fund. The Trustees authorize the Custodian to open and maintain a custodian account for the Trustees for the assets managed by Dana investment Advisors, Inc. ("Investment Manager"). The Investment Manager will be responsible for the investment of the Fund assets. These accounts are to hold all cash, 1 • ~ 1012.7501 stocks, bonds, securities and other property from time to time deposited with or collected by the Custodian, subject to the following instructions and other instructions as may from time to time be furnished by the Trustees or their authorized agents. The Custodian acknowledges receipt of a written list of all such funds and securities. The Custodian may employ suitable agents and counsel, and pay their reasonable expenses and compensation. Such agents and counsel may only be employed after consultation with and approval of the Trustees. 2. Duties of the Custodian: a. The Custodian shall collect all interest, dividends, proceeds of called and matured securities and all other monies which shall arise from, or accrue to, or on account of the property from time to time, and shall credit such collections to the account of the Trustees. b. The Custodian may hold any or all property in the account of the Trustees in its name as agent, in the name of its nominee, in the name of the Trustees, or in bearer form, but the books and records of the Custodian shall at all times show that all such property is part of the account of the Trustees. c. All investments, reinvestments, payments, sales and other changes in the property shall be made only upon direction of the Investment Manager, or by direction of the Trustees. The Investment Manager will give direction only to as to their respective assets. d. The Custodian shall receive all dividends, interest and other income on property held in the account of the Trustees when due and made available for payment. e. The Custodian shall provide to the Investment Manager, or to the Trustees, all proxy requests, notices of shareholder meetings and the like. The Custodian shall not vote upon any stocks, bonds or other securities, or exercise any proxies with respect to same, unless the ballots or other similar materials are delivered to the Custodian by the Investment Manager or Trustees, with explicit written instructions as to the action to be taken by the Custodian. 2 • • 1012.7501 The Custodian is authorized to execute as agent in the name of the Trustees all necessary documents that may be required by the appropriate governmental authorities. 3. Designation of Agent(s). The Trustees hereby designate as their agents, Dana Investment Advisors, Inc., as Investment Manager, who shall have the right to give instructions to the Custodian regarding the Investment Asset account for the Trustees. The Trustees may change agents or add additional agents by written notice to the Custodian. Any designation respecting an agent shall continue in effect until the Custodian receives a written revocation from the Trustees. 4. Instructions to the Custodian: a. The Custodian need not take any action that the Trustees or their authorized agent do not specifically request in this Agreement or which is not otherwise set forth in writing signed by both the Trustees and the Custodian. (See attached Exhibit B). b. Unless the Trustees or their authorized agent advise the Custodian differently, the Custodian is requested to invest all cash held in the account of the Trustees from time to time in a money market deposit account (including such an account in the Custodian's bank) or in a money market fund (including such a fund managed, administered or held by the Custodian) which invests in any one or any combination of the following: United States Treasury and agency obligations, commercial paper, certificates of deposit, and othersimilar money market instruments, variable amount notes, master notes, master savings accounts, master certificates of deposit or any similar instruments, subject to the restrictions on investments set forth in the Retirement Plan and Trust. The Custodian need not provide confirmations of such purchases and sales other than by reporting them to the Trustees in the monthly statements of account furnished by the Custodian. The Custodian may establish reasonable increments for investing of cash in the account. 3 • • 1012.7501 5. Reports. Copies of a monthly accounting showing all income and principal transactions, including a listing of assets held in the account of the Trustees shall be sent to the Trustees, the Trustees Investment Monitor, the Pension Fund Coordinator and Counsel to the Trustees and such other individuals as directed by the Trustees. 6. Liability. The Custodian shall be liable for losses caused by negligent actions, omissions, or actual wrongdoing, or by its failure to comply with the provisions of this Agreement; and in the performance of the Custodian's duties. The Custodian shall be governed by rules applying to trusts and similarfiduciaryretationships and recognizes that it is a fiduciary under Florida Statutes 112.656. It is understood and agreed that the Custodian shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Custodian in writing or to appear in or defend any suit with respect thereto unless requested by the undersigned in writing and indemnified to the Custodian's satisfaction. The Custodian shall not be responsible for any action or non-action taken in accordance with written instructions or notice received and may rely upon and shall be protected in acting upon any written order from the Trustees or authorized agent or any other notice, request, consent, certificate, or other instrument reasonably believed by the Custodian to be genuine and to have been properly executed hereunder. 7. Confidential Information. The Custodian shall maintain and protect in strictest confidence any and all data, information or documents of, and concerning the 4 c' • • 1012.7501 finances, business and affairs of, the Fund which the Custodian acquires in its performance of this Agreement. The Custodian agrees that none of the aforesaid data, information or documents, and none of the reports prepared by the Custodian, shall be disclosed to anyone except the Trustees, the Administrative Manager of the Trustees, the Investment Monitor, or legal counsel to the Trustees, except as otherwise agreed upon in writing or as required by law. 8. Fee Schedule. The fee for services rendered under this Agreement shall be as outlined in Exhibit A attached hereto and no other fees shall be due and payable unless specifically approved by the Trustees. Such fees or expenses will be charged to the Trustees or against the account, if necessary, and continue to be a liability until paid. If payment is not received, the Custodian has the authority to charge the Account for all- outstanding fees and expenses. 9. Fidelity Bond. The Custodian agrees to obtain and maintain at least a Fifteen Million Dollar ($15,000,000.00) Fidelity Bond. The Custodian agrees to immediately notify the Trustees, in writing, in the event of any change in its fidelity bond and to immediately notify the Trustees if said insurance is terminated, canceled or discontinued, in whole or in part. 10. Errors and Omissions Insurance. The Custodian agrees to obtain and maintain at least a Five Million Dollar ($5,000,000.00) Errors and Omissions Policy. The Custodian agrees to immediately notify the Trustees, in writing, in the event of any change 5 • • 1012.7501 in its Errors and Omissions Policy and to immediately notify the Trustees if said insurance is terminated, canceled or discontinued, in whole or in part. 11. Withdrawal of Assets. Upon receipt of an instruction from the Trustees, or their authorized agent, withdrawing certain assets, the property to which such instruction pertains shall be delivered to the Trustees or any authorized agent in a reasonable time. 12. Notices. All written communications from the Custodian to the Trustees shall be addressed to: Board of Trustees Village of Tequesta General Employees' Pension Fund Posh Office Box 3273 250',Tequesta Drive, Suite 300 Tequesta, Florida 33469-0273 Copies of such notices shall also be sent to Fund Counsel: Bonni S. Jensen, Esquire Hanson, Perry & Jensen, P.A. 400.Executive Center Drive Suitt 207 West Palm Beach, Florida 33401 All written communications from the Trustees to the Custodian shall be addressed to: Salem Trust Company Karen Russo 445 Fairway Drive, Suite 103 Deerfield Beach, FL 33441 Notices addressed in the above manner and sent by certified mail, registered mail or delivered ~y hand, shall be sufficient under this Agreement. Any party may 6 • • 1012.7501 designate a different address by notifying the other party of such new address in writing. 13. Assignability This Agreement may not be assigned without the prior written consent ofi the Trustees. 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto. 15. Modification. This Agreement may be modified or revised only by written amendment signed by the Trustees' Chairman and Secretary and by an officer of the Custodian. 16. Prior Agreements. This Agreement supersedes all prior agreements with the Custodian, oral or written. 17. Online Access to Account Information. Custodian agrees to provide, as systems allow, read-onlyelectronicaccess to accountinformation and/oronlinestatements to Board of Trustees, investment managers, consultants, and other parties as the Board of Trustees may ',direct. Board of Trustees directs that the parties designated by it to receive statements are also authorized to have read-only access to account information and/or online statements. 18. Applicable Law. This Agreement shall be interpreted in accordance with the laws of the State of Florida. 19. Termination. This Agreement may be terminated by the Trustees with 30 days written notice to the Custodian or the Custodian with 180 days written notice to the 7 • • 1012.7501 Trustees. Upon termination the property held by the Custodian shall be delivered to the Trustees or any authorized agent in a reasonable time. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the • • date(s) indicated below. BOARD OF TRUSTEES OF THE VILLAGE OF TEQUESTA GENERAL EMPLOYEES' PENSION FUND SALEM TRUST COMPANY -~ Chairman ,' ~~ ~~/3 Ali _ ~,. ir,._~~ Secretary Witness Date By: ~c~~ ~ Title ~ ~,- " Wites ~~GIOS Date H:\Tequesta GE 1012\Vendors\CUSTODIAN\Salem Trust\Salem TrustAgmt.wpd • • Exhibit A • Fee Schedule To Custody Agreement Between Village of Tequesta General Employees' Pension Fund and Salem Trust Company A. For Assets Comprised of Individual Securities: Annual Administrative/Custody Fees First $20 million of assets @ 4.0 basis points (.0004), plus Next $30 million of assets @ 3.0 basis points (.0003) Transaction Fees: Security Transactions- $10 each Other Fees for Optional Services: Monthly Benefit Payments $3.00 each Lump Sum Distribution & Other Payments - $15 each • Minimum Fee of $1,500.00 (Minimum Fee is inclusive of Transaction Fees and Other Fees for Optional Services.) This minimum fee is contingent on the retention of both the Tequesta Public Safety Pension Fund and Tequesta General Pension Plan. Salem Trust Company provides administrative or shareholder services for the money market funds, for which we are compensated via shareholder servicing fees. These fees range from 0 to 25 basis points as described in the prospectuses. Fees are calculated in arrears and are payable on a quarterly basis. Client _ r ' BY: ~ c TITLE: (~ 4~ U~ ~ ~i lu,~ SALEM TRUST COMPANY BY: Karen M. Russo TITLE: Vice President/Regional Manager Page 1 s ~~~ ~ ~~ ~ Exhibit B Signature Authorization Account Name: Account Numbers: Village of Tequesta General Employees' Pension Fund AUTHORIZATION: The following are the names and specimen signatures of the individuals authorized to execute and direct Salem Trust Company. STC will rely on the following individuals for all direction until notified otherwise: PRINTED NAME :~ b c ~ % ~rgrz L ~nv~z ~ KoL ~-, i -I~ u M /Y.S ~ 1 ~l ~ t.~/V 0 Number of Signatures Required: SIGNATURE -~~~~~~ ~~-,~ ~ i~--fib ~ ~-~~,~, ~~.-~,~. <~ I, ~t~~ ~~~ C - 1~1a~1~~~~1~~ , as ~~C f e~ctc~ ,certify that the above individuals are authorized to direct Sale Trust Company under the terms of the current agreement. Dated this ICS day of L' , 205 ~, `~~ fs (Signature) J