497-Police Custody Service Agre NATIONSBANK OF FLORIDA, N.A.
TRUST SERVICES CUSTODY SERVICES AGREEMENT
THIS CUSTODY SERVICE AGREEMENT, (the "Agreement") made this 15th
day of July , 19 93 , by and between City of Sanford Police
Officers' Retirement System Trust (the "Owner") and Nationsbank of
Florida, N.A., (the "Custodian");
WITNESSETH:
WHEREAS, the Owner represents that it has all requisite authority
to enter into this Agreement, including the authority to designate
investment managers and/or custodians, and the Owner represents
that all actions required for the execution of this Agreement by
the Owner and the appointment of the Custodian have been duly
taken;
WHEREAS, Owner has deposited a pool of cash and securities with the
Custodian; and
WHEREAS, such pool of cash and securities is to be held by the
Custodian together with other cash and securities that may
hereafter be deposited and brought within the operation of this
Agreement ("the Custodial Property"); and
WHEREAS, the parties desire to set forth in the writing the terms
and conditions under which Custodian shall hold such cash and
securities,
NOW THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:
1. Appointment of Custodian:
The Owner hereby designates and appoints NationsBank as the
Custodian of the Account, and the Custodian hereby accepts
such appointment and agrees to marshal the Account and carry
out Owner's directions regarding the investment and
reinvestment of assets of the Account.
2. Safekeeping of Custodial Property.
(a) The Custodian will provide safekeeping and accounting
services for the Custodial Property.
(b) The owner hereby authorizes the Custodian to maintain the
Custodial Property in a correspondent bank or banks or with a
depository bank, if the Custodian so desires. The Owner also
authorizes the Custodian to hold all eligible Custodial
Property at a clearing house corporation under the rules and
regulations of such clearing house corporation if the
Custodian so desires.
(c) All securities held under the Agreement which require
registration will be registered in NationsBank's nominee name
or unregistered in such form that transfer may be effected by
delivery. All securities shall not be pledged, hypothecated,
or otherwise encumbered by the Custodian and shall be held
exclusively for the Owner.
(d) By execution of this Agreement, the Custodial
acknowledges that it is a fiduciary of the Fund within the
meaning of the Ch.112,656, Florida Statutes.
3. Additions to the Custodial Property.
(a) Until the Owner gives contrary written instructions, the
income produced by the Custodial Property shall be:
X added to the Custodial Property and invested
pursuant to Paragraph 5 (b).
Other: N/A
(b) Collections. The Custodian will collect, receive and
deposit for the account of the Owner all income and other
payments with respect to the securities deposited under this
agreement, and will execute ownership and other certificates
and affidavits for the collection of bond and note coupons,
and will take all other action necessary and proper in
connection-with the collection, receipt and deposit of such
income and other payments including but not limited to the
presentation for payment of all coupons and allother income
items requiring presentation on all securities which may
mature or be called, redeemed, retired or otherwise become
payable, and the endorsement for collection in the name of the
Owner of all checks, drafts, and other negotiable instruments.
The Custodian will receive and collect all stock dividends,
rights and other similar items and will deal with the same
pursuant to the proper instructions. Securities or other
property received through exchange, contribution, purchase or
otherwise also shall be held as part of the Custodial
Property.
1) All income received will be reinvested in this
account.
(c) Purchases. Upon receipt of proper instructions as
defined by Paragraph 5 hereof, or by subsequent, properly
authorized amendments hereto, and insofar as funds are
available for the purpose the Custodian will pay for and
receive all portfolio securities purchased for the account of
the Owner, payment being made to the bank, securities dealer
or broker representing the seller only upon receipt by the
Custodian or its agent of the securities in form for transfer
satisfactory to the Custodian.
(d) Sales. Upon receipt of proper instructions the Custodian
or its agent will make delivery of portfolio securities sold
for the account of the Trustee, such delivery to be made only
upon payment therefore:
a) In lawful money of the United States paid to the
Custodian or its agent.
Pursuant to proper instructions under the terms of this
agreement, the Custodian will arrange such stock or bond
transfers as are necessary prior to sale in order to effect
delivery in a form satisfactory to the buyer.
(e) The Owner may contribute or purchase additional property
for the account.governed by this Agreement, if such property
is acceptable to the Custodian.
(f) Fractional shares of stock and denominations of par bonds
which cannot be issued in certificate form received as a
result of stocksplits, dividends, contributions, or otherwise
will not be held as Custodial Property but rather will be
sold.
4. Disbursements/Withdrawals from the Custodial Property.
(a) The Custodian will pay or cause to be paid insofar as
funds are available for the purpose, such bills, statements
and other obligations of the Owner (including but not limited
to obligationsin connection with the conversion, exchange or
surrender of securities owned by the Owner,.interest charges,
mail or insurance expense, dividend disbursements, taxes,
management fees, and other similar expenses) that may be
approved either generally or from time to time by such person
or persons that the Owner may .by resolution designate or
authorize, provided that no disbursements be made to an
officer or an employee of the Owner until the Custodian has
received the proper instructions pursuant tothe terms of this
agreement.
(b) The Owner reserves the right to withdraw any part of the
Custodial Property after giving written notice to the
Custodian, and the Custodian will deliver such Custodial
Property in accordance with the written instructions of the
Owner.
5. Investment of ~ustodial Property.
(a) The Custodian's~ services specifically do not include
investment advice, and the Custodian shall be under no duty to
make any investment recommendations with regard to the
Custodial Property. Investment transaction will be directed
in writing by the Owner. In addition, until such time that
the Owner otherwise advises the Custodian in writing, The
Investment Counsel Company (the "Investment Advisor") also is
authorized to direct investment transactions for this account.
Neither the Owner nor the Investment Advisor will direct any
purchases or sales of securities which are not marketable
under the securities laws of the State of Florida, nor will
either of them direct any investment changes which would be
illegal under federal, state orlocal laws. The Owner agrees
to furnish the Investment Advisor with a copy of this
Agreement. The Owner agrees to furnish Custodian with a copy
of the Agreement with the Investment Advisor. The Custodian
shall be entitled to rely on, and be protected in acting on,
instructions, either written or oral, from the Investment
Advisor. The Investment Advisor at no time shall have
possession of the assets in this account. The Investment
Advisor must provide the Custodian with a standard letter of
agreement before affirming trades and must also provide
written authorization of trades for documentation purposes.
(b) The Owner directs the Custodian to invest available cash
balances in such short-termmoney market investment vehicles
as the Owner had designated on the attached Exhibit A.
(c) The Custodian is not authorized to use NationsBane
Securities, Inc., Brokerage to purchase and sell securities in
my account.
6. Reports.
(a) The Custodian will furnish the Owner with a monthly
report of all transactions (principal and income, held and
distributed) in this account and a list of all Custodial
Property. Such report of the assets in the Account shall show
units, description, carrying values, estimated income and
estimated market values on a monthly basis. Such information
will be on the form used for this purpose by the Custodian and
will show valuations as to the end of the month prior to date
prepared. In addition the Custodian will furnish the Owner
with an annual report of all transactions in this account for
each calendar year and a list of all Custodial Property at
year end. The Custodian shall transmit and certify the
accuracy of the information of the Account, within thirty (30)
days after the Account year end.
(b) Upon receipt of a written request from the Owner, the
Custodian will provide securities purchase and sale
transaction'advises at no charge.
7. Notices.
Notices, requests, instructions and other writings delivered
to the Owner to the attention of:
Chairman or
Secretary of the Board of Trustees
City of Sanford
P.O. Box 1788
Sanf0rd, FL 32772-1788
or mailed postage prepaid tothe Owner at such address or to
either such address that the Owner may have designated in
writing shall be deemed to be properly delivered or given to
the Owner hereunder, and notices, requests, instructions and
other writings delivered to the Custodian at:
NationsBank Trust
Institutional Trust & Investments
1650 Prudential Drive
Suite 104
Jacksonville, FL 32207-8148
shall be deemed to be properly delivered or given to you
hereunder.
8. Proxies.
The Custodian shall not vote proxies for any securities held
in any account governed by this Agreement. Proxies will be
forwarded within ten (10) business days after receipt by the
Custodian to either the Owner or the Owner's Designee, as
indicated below.
Owner
X The Investment Counsel Company (Designee).
9. Information to Third Parties.
SEC Rule 14b-1 provides that unless the Owner objects, the
Custodian must furnish the Owner's name, address, and share
position to companies which issue securities held as Custodial
Property. The intent of the rule is to facilitate
communications between issuers of securities and shareholders.
The Custodian is 'authorized to disclose Owner's
name, address and share position.
X The Custodian is not authorized to disclose
Owners's name, address, and share position.
10. Venue.
Any action under this agreement shall be brought in Seminole
County, Florida.
11. Instructions from Owner or Investment Advisor.
All written directions in regard to this account must be
personally signed by the Owner or Investment Advisor. The
Custodian will not be liable to the Owner for any losses or
unfavorable results arising from its compliance with the
Owner's or Investment Advisor's directions. However, the
Custodian, in its sole discretion, may accept a direction from
the Owner or Investment Advisor, whether given orally, by
telephone, telegraph, cable, radio or otherwise, which it
believes to be genuine.
12. Fees and Expenses.
In consideration of the promise of the Custodian to render the
foregoing services, the Owner agrees to pay the Custodian
compensation in the amounts set forth in Exhibit B.
13. Termination of Agreement.
(a) The Owner reserves the right to terminated this Agreement
by giving written notice to the Custodian at least thirty (30)
days before its effective date of such termination. The
Custodial Property will be delivered as the Owner directs.
(b) The Custodian may terminate this Agreement by giving the
Owner written notice at least thirty (30) days before its
effective date of such termination and delivering the
Custodial Property to the Owner or as directed by the Owner.
14. Governing Law.
,This Agreement shall be construed in accordance with the laws
of the State of Florida.
15. Attorney's Fees.
Should it become necessary to engage the services of an
attorney to enforce any of the provisions of this Agreement,
the prevailing party shall be entitled to a reasonable
attorney's fee, including such fees and costs_on appeal.
16. Authorization.
The following are the names and specimen signatures of
individuals authorized by the Owner to execute and direct
NationsBank under this Agreement· NationsBank will rely on
the so designated individuals for all direction.
The following signature(s) is/are required for direction:
NAME SIGNATURE
(Please print or type)
Mayor Bettye D. Smith, Chairman
Carolyn C. Small, Secretary/Treasurer
Chief Ralph W. Russell, Trustee
Number of signature(s) required 1
17. Entire Agreement.
This instrument constitutes the entire agreement between the
parties. It may be amended by mutual consent in writing, but
its terms may not be changes or altered by verbal statements
made prior to subsequent to the execution hereof.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year above written:
City of Sanford Police Officers' Retirement System Trust
Owner (Type FullLegal Name of Owner)
BY:
ner
Mailing Address: P.O. Box 1788
Sanford, FL 32772-1788
Telephone No:
( 407 ) 330-5610
Tax Identification Number of Owner 59-6000425
WIS~~ ~4~ NationsBa~k of Florida, N.A.
" ~u
Address of~stodian: NationsBank Trust
Institutional Trust& Investments
1650 Prudential Drive, Suite 104
Jacksonville, FL 32207-8148
EXHIBIT A
I direct NationsBank of Florida, N.A. as Custodian to utilize the
following investment for cash management in my custody account
( check one ):
Nations Prime Portfolio - Nations Prime is a money
market mutual fund that invests in high quality
money market securities. Investments in the fund
typically include (but not limited to) treasury
bills, federal agency notes, commercial paper,
certificates of deposit, bankers acceptances, and
repurchase agreements. Interest is accrued on a
daily basis, based upon the net earnings rate of
the securities held within the fund. The interest
is then paid to the custody account on the second
business day of the following month.
X Nations Treasury Portfolio - Nations Treasury is a
money market mutual fund that invests in treasury
securities. All of the securities held by the fund
are issued or guaranteed by the U.S. Government or
are invested in repurchase agreements
collateralized by securities issued or guaranteed
by the U.S. Government. Interest is accrued on a
daily basis, based upon the net earnings rate of
the securities held within the fund. The interest
is then paid to the custody account on the second
business day of the following month.
Nations Tax-Exempt Money Market Portfolio - Nations
Tax-Exempt is a money market mutual fund that
invests in high quality short-term securities that
are exempt from federal income tax. These
securities are typically issued by states, cities,
counties, and other political subdivisions.
Interest is accrued on a daily basis, based upon
the net earnings rate of the securities held within
the fund. The interest is then paid to the custody
account on the second business day of the following
month.
Prior to selecting either Nations Prime or Nations Treasury, I
certify I received and reviewed a prospectus for Nations Funds,
Inc. and the Disclosure of Business Relationships between Nations
Funds, Inc. and NationsBank Corporation.
Date: July 15, 1993
Own
EXHIBIT B
NationsBank ~o~ ~
FEE SUMMARY
FOR
CITY OF SANFORD
POLICE & FIRE PENSION
CUSTODY SERVICES
All services inclusive Annual Fee: $10,396.00
· Fees gtmranteed for a period of two years,
· Fees will not alter due to change in activity or market value
~--~
NATIONSBANK OF FLORIDA, N.A.
NOTICE OF REMOVAL/RESIGNATION OF TRUSTEE/CUSTODIAN
AND INSTRUCTIONS FOR TRANSFER
Key Trust Company of City of Sanford Police
TO: Florida, N.A. Officers' Retirement System
(Trustee/Custodian Name) Trust
(Account Name)
111 N. Orange Avenue, Suite 850 0900387
(Address) (Current Account Number)
Orlando, Florida 32801
Key Trust Company of Florida, N.A. is hereby removed as
Trustee/Custodian and NationsBank of Florida, N.A. has been
designated as Trustee/Custodian for the above reference account
effective July 15 , 93 Please transfer all assets of
the account in the following manner:
Liquidation Please liquidate all assets and
forward the proceeds as directed
below.
XX In-Kind All assets are to be transferred in
full shares. Liquidate any
fractional holding and forward as
directed on the attached
instructions. Please contact the
following representative to arrange
for the transfer of assets.
Specific Instructions: N/A
it is also requested that a copy of the current asset statement, as
well as a final account statement be forwarded to the address
below:
(Date)
(407) 330-5610
(Telephone)
NATIONSBANK OF FLORIDA, N.A., hereby accepts the appointments made
above and requests that all liquidated assets be wired in the
following manner: SEE ATTACHED
NationsBank Trust
(Name of Account)
( Account Number )
Please call the undersigned at (904)398-3660 before wiring.
Send Correspondence to: NATIONSBANK OF FLORIDA, N.A.
1650 Prudential Drive F/~~
Suite 104
/131
Jacksonville, Florida 32207 Da[~ / 93
ACCOUNT DELIVERY INSTRUCTIONS
BE SURE TO REFERENCE THE FOLLOWING ACCOUNT NAME AND NUMBER
IN ALL TRANSFER COMMUNICATIONS:
ACCOUNT NAME: CITY OF SANFORD POLICE
OFFICERS' RETIREMENT TRUST
ACCOUNT NUMBER: 06-01-020-0081984
CASH
MAIL BY CHECK, PAYABLE TO:
CITY OF SANFORD POLICE OFFICERS' RETIREMENT TRUST
NATIONSBANK OF FLORIDA, N.A.
1650 PRUDENTIAL DRIVE
SUITE 104
JACKSONVILLE, FLORIDA 32207-8148
ATTENTION: RICHAR~ E. HOLLAND - INSTITUTIONAL TRUST
WIRE INSTRUCTIONS
NATIONSBANK
#1 NationsBank Plaza
Charlotte, N.C.
ABA#053000196
Fo~ Trust Paving & Receiving Acct #00-1544139
Cost Center 2007
Account Name: (PLEASE SUPPLY CORRECT NAME)
Account Number: (PLEASE SUPPLY CORRECT NIFMBER)
Attn: Richard E. Hollamd
Phone: (904) 398-3660
INSTRUCTION FOR SECURITY SETTLEMENTS FOR THE I~v~STMENT
COUNSEL COMPANY
NATIONSBANK CONTACT:
AMY SCHRUMPF
DALLAS, TX
214/508-6259