519-Firefighters Retirement Sys INVESTMENT MANAGE1VIENT AGREEMENT
/ 19 4, by and
T~II~ AGIlF~F. MF-NT, made this / day of ,
between THE BOARD OF TRUSTEES OF TIlE CITY OF SANFORD
FIREFIGS' RETIREMENT SYSTEM, not individually, but as Trustees of the Flan
referred to below (here'mafter referred to as the ~Trustees"), and ~ INVESTMENT
COUNSEL COMPANY, (hereinafter referred to as the "Manager").
WI:rF. REAS, by the terms of the City of Sanford Firefighters' Retirement System
(hereinafter referred to as the Retirement System), the Trustees are charged with the duty
of receiving and investing funds under the System; and
WttEREAS, the Trustees are authorized by the terms of the Retirement System to
appoint an investment manager for the management and investment of the trust fund held by
them thereunder.
NOW, THERF, FORE, the Trustees and the Manager agree as follows:
A. APPOINTMENT OF INVESTMENT MANAGER. The Trustees hereby
appoint the Manager as the Investment Manager with respect to those assets of said trust fund
placed under its management, together with the income therefrom (here'mailer referred to as
the "Investment Account"). The Manager shall manage, invest and re'invest the Investment
Account pursuant to the provisions hereinafter set forth. At no time shall any part of the
corpus or income of the Investment Account be used or diverted for the purposes other than
for the exclusive benefit of employees and their beneficiaries as provided in the Retirement
System and for defraying reasonable expenses of administering the Retirement System, to
the extent that such expenses are not borne by resources other than resources of the
Retirement System. By execution of this Agreement, the Manager acknowledges that it is
a fiduciary with respect to the Retirement System within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA") and §112.656, Florida Statutes.
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B. POWERS AND DUTIES OF TIlE MANAGER. The Manager will have the
following powers and duties with respect to any and all monies and securities at any time
managed by it and constituting part or all of the Inveslrnent Account, such powers to be
exercised by it in its sole discretion, except as otherwise provided herein.
1. With any cash at any time in the lnveslrnent Account, to purchase or
subscribe for and invest in any securities and to retain such securities in the Investment
Account within the restrictions set forth in the Retirement System and Investment Policy
Statement.
2. To sell, transfer, and convey, redeem, exchange for other securities,
or otherwise to dispose of any securities at any time held by it.
3. T o 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 re-
organization, 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 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
4. 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 security held by it at any time in accordance with
the Proxy Policy Voting Statement adopted by the Trustees.
5. The term "securities" used in this Agreement shall be deemed to be
restricted to include only legal investments for the Trustees under the statutes and rules of
law applicable thereto.
6. To monitor items requiring action by the Trustees with respect to the
assets, such as stock dividends, rights, offerings, calls or redemptions of bonds or other
iteff~h_lC)with~l~e~dctKto which Manager is notified by the Custodian of the assets, ~
;~'r G~~''' NY OF FLORIDA, N.A. Manager is authorized to direct the Custodian
c)~ac f~u~'e assets to lake any action with respect to the assets which Manager is authorized to take
hereunder. Ti~e to the assets shall remain in the Trustees.
7. Any other provision hereof to the contrary notwithstanding, the Manager
is authorized, upon prior approval of the Trustees, to invest and reinvest all or any portion
of the Investment Account collectively with funds or other Ixusts qualifying under Section
401 of the Internal Revenue Code or with other eligible investors, in units of participation
or investment in any common, collective or commingled trust fund or limited partnerships
that have been approved by the Trustees. Manager shall invest assets in the Investment
Account in any such common, collective or cornmingled trust or limited partnership only if
all investments made in such common, collective or commingled trust or limited parmership
must meet all restrictions for investments set forth in the Retirement System and Investment
Policy Statement, as these documents may be amended from time to time.
C. MAINTENANCE OF ACCOUNTS. The Manager shall maintain accounts
showing the fiscal transactions of the Investment Account. The Manager shall prepare at
least quarterly, 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. Manager shah also provide a report showing proxy
voting records and a report of brokerage commissions incurred.
D. DISCHARGE OF DUTIES. The Manager shall discharge its duties under
this Agreement solely in the interests of the participants in the Retirement System and their
beneficiaries and (i) with the care, skill, prudence, and diligence under the circumstances
then prevailing that a prudent investor acting in a like capacity and familiar with such matters
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would use in the conduct of an enterprise of like character and with like aims; and (ji) in
accordance with the provisions of this Agreement insofar as they are consistent with the
provisions of the Retirement System, Investment Policy Statement and applicable laws, as
the same may be amended from time to time. Manager shall only have trades executed on
a ~best execution~ basis within the meaning of ERISA Technical Release No. 86~1 (i.e.
competitive commission cost as well as reliability and q,~l~ty of the execution).
E. COMPENSATION OF MANAGER. In consideration for the services
rendered by Manager, Trustees shall pay to Manager an annual fee of 45 basis points, on an
annual basis, prorated and payable quarterly in advance on the first day of each quarter based
on the market value of the assets under management with the lVlanager on that day. A
statement showing the amount paid to date and the amount payable shall be furnished to each
Trustee as part of each quarterly report. This fee is guaranteed not to increase for a period
of three (3) years from the contract date, The fee includes all expenses and costs incurred
by Manager in the performance of this Agreement.
F. REMOVAL AND RESIGNATION. The Manager may resign from its duties
hereunder by filing with the Trustees a written resignation. Such resignation shall take effect
within sixty (60) days after such notice to the Trustees. The Manager may be removed by
the Trustees at any time upon thirty (30) days notice. Such removal shall be effected by
delivery of written notice of removal executed by the Trustees. Upon resignation or
removal, the Manager shall relinquish control and otherwise transfer and deliver the
Investment Account to the Trustees, and be paid only fees earned prorated to the effective
date of resignation or removal and such payment shall be the only payment of any kind or
nature due to the Manager from the Trustees.
G. INSTRUCTIONS. All instructions from the Trustees to the Manager shall
be in writing and shall be signed as designated by the Trustees. The Trustees agree to notify
the Manager prompfiy of any change in the designation.
H. CONSULTATION. The Manager shall attend a Board meeting quarterly and
consult with the Trustees regarding the investment performance of the Investment Account
and the financial requirements of the Retirement System.
I. 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 law.
I. VENUE. Any action under this Agreement shall be brought in Seminole
County, Florida.
K. ACKNOWLEDGEMENT. Trustees acknowledge receipt of documents from
Manager which comply with the Investment Advisers Act of 1940, Rule 204-3. Trustees
have the fight to terminate this Agreement without penalty within five (5) business days after
date of this Agreement.
L. ASSIGNMENT. This Agreement may not be assigned by the Manager
without the consent of the Trustees.
M. PUBLIC ENTITY CRIMES BILL. Pursuant to Section 287.133, Floridtl
Statutes, the Manager must disclose any past, present, or future litigation arising out of
violation of this statute by executing a sworn affidavit herein provided as Exhibit A.
IN WITNESS WI~-REOF, this Agreement has been duly executed the date set forth
above.
WITNESSES: BOARD OF TRUSTEES OF THE CITY
OF SANFORD HREHGHTERS'
RETIREMENT SYSTEM
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ATTEST:
~ INVESTMF~NT COUNSEL
EXHIBIT A
SWORN STATEMENT UNDER SECTION 287.133 (3)(a)
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR
OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted with Bid, Proposal or Contract
Number for the Board of Trustees of the City of Sanford Firefighters'
Ketirement System.
2. This sworn statement is submitted by Grant I. McMurry as Chief Executive Officer of
Investment Counsel Company, whose business address is 255 S. Orange Avenue, Orlando,
FL 32801 and (if applicable) its Federal Employer Identification Number (FEIN) is 59-
1719633.
3. I understand that a "public entity crime" as defined in Section 287.133(1)(g), Florida Statutes,
means a violation of any state of federal law by a person with respect to and directly related to
the transaction of business w'~th any public entity in Florida or with an agency or political
subdivision of any other state or with the United States, including, but not limited to, any bid
or contract for goods or services to be provided to any public entity or an agency or political
subdivision and involv'mg antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or
material misrepresentation.
4. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statues, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought in
indictment or information after July I, 1989, as a result of a jury verdict, non-jury trial, or
entry of a plea of guilty or nolo contendere.
5. I understand that "affiliate" as defined in Paragraph 287.133(1)(a). Florida Statutes, means:
A. A predecessor or successor of a person convicted of a public entity crime; or
B. An entity under the control of any natural person who is active in the management of
the enf~ty and who has been convicted of a public entity crime. The term "affdiate"
includes th6se officers, director, executives, partners, shareholders, employees,
members, and agents who are active in the management of an affiliate. The ownership
by one person of shares constituting a controlling interest in another person, or a
pooling of equipment or income among persons when not for fair market value under
an arm's length agreement, shall be a pfima facie case that one person controls
another person. A person who knowingly enters into a joint venture with a person
who has been convicted of a public entity crime in Florida during the preceding 36
months shall be considered an affiliate.
6. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means
any natural person or entity organized under the laws of any state or of the United States with
the legal power to enter into a binding contract and which bids or applies to bid on contracts
for the provision ofgoods or services let by a public entity. The term "person" indudes those
officers, directors, executives, partners, shareholders, employee, members, and agents who are
active in management of an entity.
7. Neither the entity submitting this sworn statement, nor any officers, directors, executives,
partners, shareholders, employees, members or agents who are active in the management of
Investment Counsel Company, the entity, nor any affiliate of the entity have been convicted of
a public entity crime subsequent to July 1, 1989.
By
Date:
STATE OF FLOK12DA
COUNTY OF OKANGE
The foregoing instrument was acknowledged before me this nO Dff'k day of
a~ Cx/~ouq , 199~, Grant I. McMurry , as Chief Executive Officer of Investment
Counsel Company, who is personally known to me and who did take an oath.
My commission expires:
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