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HomeMy WebLinkAbout2002 08 12 Informational C Defined Benefit Pension Plan ~ COMMISSION AGENDA ITEM C CONSENT INFORMATIONAL X PUBLIC HEARING REGULAR 1.).- ~ Allellst~, 2002 Meeting MGR ~EPT~ A lIthori7Rtion REQUEST: The Finance Department informing the Commission that the Pension Board of Trustees has elected to go out for RFP for Investment Management Services for the Defined Benefit Pension Plan. PURPOSE: To inform the City Commission that the Pension Board is seeking proposals for investment management services over the pension funds. CONSIDERATIONS: . The Pension Board felt it was an appropriate time to evaluate providers of investment management services over pension funds given the City's new retirement investment policy. . Our current contract for investment management services with SunTrust has no expiration date. The contract is dated 7/6/98. Notice of termination may be given in writing by either party with 60 days notice. . The RFP was designed by our Investment Consultant, Steve Alexander, with Public Financial Management (PFM) and reviewed and approved by the Pension Board. . The Pension Board, Investment Consultant and the Finance Director will participate in the evaluation and recommendation of the various proposers. . According to the attached timeline, we expect to have the recommendation before the City Commission on 10/28/2002 for their final approval. . Investment Management over pension funds is expected to occur under new contract beginning January 1,2003. ATTACHMENTS: . RFP . Retirement Investment Policy . Timeline RECOMMENDATION: N/A - Information Only. COMMISSION ACTION: . REQUEST FOR PROPOSAL 1 . FOR INVESTMENT MANAGEMENT SERVICES FOR DEFINED . .. : BENEFIT PENSIO~ PLAN FUNDS I .. . For City of Winter Springs, Florida RFP Number: #019-02/LF Due Date: Friday, August 30, 2002 by 3:00pm Page I. INTRODUCTION 2 II. GENERAL SPECIFICATIONS 2 III. BACKGROUND 2 IV. EXAMINATION OF RFP 3 V. SCOPE OF WORK 3 VI. MINIMUM QUALIFICATIONS 4 VII. PAYMENT 4 VIII. ADDITIONAL INFORMATION 4 IX. CONTRACT TERM 5 X. SPECIAL PROVISIONS 5 XI. RESPONSE TO THE REQUEST FOR PROPOSALS .6 XII. SUBMISSION OF PROPOSAL 9 XIII. EVALUATION OF PROPOSALS 9 XIV. AWARD OF CONTRACT 9 XV. CITY COMMISSION APPROVAL 9 XVI. ANTICIPATED CONTRACT TERMS AND CONDITIONS 9 XVII. PROPOSER'S WARRANTY 14 XVIII. ATT ACHMENT 15 General Employee Retirement System Investment Policy Statement Timeline City of Winter Springs, Florida I REQUEST FOR PROPOSAL FOR I INVESTMENT MANAGEMENT SERVICES FOR DEFINED BENEFIT PENSION PLAN FUNDS I I. INTRODUCTION Pursuant to its Purchasing Policies and Procedures, The City of Winter Springs, Florida, invites the submission of proposals to provide Investment Management Services for its Defined Benefit Pension Plan funds. All proposals must be submitted in a sealed envelope marked "Proposal-Investment Management Services" and received by the Office of the Director of Finance, 1126 East State Road 434, Winter Springs, Florida 32708, no later than 3:00 P.M. Friday, August 30,2002. Proposals will be acknowledged and evaluated by an ad hoc committee of city staff, the pension Board of Trustees, and outside consultants. A final determination on the placement of funds will be made by the City Commission at a date and time to be determined. It is understood that the City of Winter Springs reserves the right to reject any or all proposals as it determines to be in the best interest of the City. II. GENERAL SPECIFICATIONS The City of Winter Springs (the "City") invites proposals from qualified financial institutions interested in providing investment management services for the City's pension funds. The City wishes to contract for services with a firm registered with the Securities and Exchange Commission (SEe) under the Investment Advisor's Act of 1940, which will act in a fiduciary capacity. The successful proposer will be required to manage the funds in accordance with the laws of the State of Florida, and investment policies and procedures outlined in the City's pension plan documents. III. BACKGROUND The City of Winter Springs, Florida, is a home-rule municipality operating under the Council-Manager form of government. The City Commission is comprised of five voting members. A separately elected mayor votes only in the case of a tie. The City is located in south Seminole County, approximately 15 miles northeast of Orlando, Florida, and has a population of approximately 31,000. It is primarily an upscale, suburban, residential community, with home values generally ranging between $150,000 to over $1,000,000. The city has adopted plans for extensive commercial development in a central city core called the Town Center. The city's workforce numbers almost 251, and at six months of service, all employees are required to participate in the pension plan. Each employee contributes 3% of hislher compensation to the fund, and the city contTibutes the equivalent of 8% of each employee's compensation. As of June 30, 2002, the Defined Benefit Pension Plan fund contained just over $5,875,000 and is currently managed by SunTrust Bank in Orlando. IV. EXAMINATION OF RFP The City encourages interested parties to examine this RFP carefully. The Investment Manager and/or its affiliates will be required to attain the highest possible yields on the fund, consistent with directives in the pension plan documents, mandates of the Board of Trustees, and the laws of the State of Florida. The Investment Manager shall act solely in a fiduciary capacity, and shall receive fees or compensation pursuant to the provisions of its contract with the City. V. SCOPE OF WORK Specific responsibilities of the Investment Manager will include, but will not be limited to the following: I. Execute purchases and sales of securities with approved brokers/dealers in accordance with state law and directives of the city. 2. Provide monthly reports on investment activities, earnings, the value of the portfolio holdings, and projected portfolio cash flows. These reports must include a market-to-market valuation and other information needed for the City to report investment holdings under GASB 31. The Investment Manager must maintain accurate reports of investments including the diversity of investments and compliance with applicable investment policies of the City and the State of Florida. 3. Provide quarterly investment reports including, but not limited to, a description of market conditions, investment strategies employed, performance, and suggested changes to investment strategy. Investment performance must be provided on a total return basis and compared to appropriate benchmarks. 4. Maintain a list of approved broker/dealers that have met the City's approved criteria, and furnish evidence of compliance with those criteria to the City. 5. Provide professional presentations to the Board of Trustees on portfolio status and performance. 6. Provide customized reporting on investment activity, earnings, and portfolio status. 1'''''<<K~~~~''.i~_ VI. MINIMUM QUALIFICATIONS To be considered by the City, proposers must: I. Have a minimum of five years experience in managing pension fund assets for state and/or local governments, including experience managing portfolios with assets in excess of five million dollars. 2. Assign an account manager to the City's account who has a minimum of five years experience in providing investment services to public entities equivalent in workforce size to the City of Winter Springs. 3. Be familiar with all applicable Florida statutes with regard to qualified investments for public entities. 4. Be registered with the Securities and Exchange Commission under the Investment Advisor's Act of 1940 and be properly registered to provide investment management services in Florida. 5. Be financially solvent and adequately capitalized to be able to service the City for the duration of the contract. 6. Be either completely independent of any financial institution or securities brokerage firm, or fully and continuously disclose to the City any such relationships with such financial institution or securities brokerage firm, specifically as that relationship impacts the firm's dealings with the city. 7. Have Errors & Omissions and Fiduciary Liability Insurance coverage of at least ten (10) million dollars. 8. Adhere to the Code of Professional and Ethical Standards as described by the Association for Investment Management and Research (AIMR). VII. PAYMENT The successful proposer will only receive payment for rendered servIces after the city receives properly prepared invoices. VIII. ADDITIONAL INFORMATION Inquiries regarding this RFP shall be directed to: Ms. Louise C. Frangoul Finance Director City of Winter Springs 1126 East S.R. 434 Winter Springs, Florida 32708 Phone (407) 327-5960 Fax to (407) 327-4753 1~_~I~~B~~~~R~.UM)_ IX. CONTRACT TERM The successful proposer will be awarded a three (3) year contract effective January 1, 2003, through January 1, 2006 It may be extended for two (2) additional one (I) year terms, provided all terms and conditions (except for the contract period being extended) remain unchanged and in full force and effect. This option, if exercised, is to be executed in the form of a Letter of Agreement, to be issued not sooner than ninety (90) days prior to the expiration of this contract, nor later than the final day of the contract period. The decision to renew the contract will be at the sole discretion of the City. Refusal by the City to exercise this renewal option will cause the contract to expire on the original or mutually agreed date. The total period of this contract, including all renewals as a result of exercising this option, may not exceed a maximum combined period of five (5) years. X. SPECIAL PROVISIONS Proposers are encouraged to submit concise and clear responses to the RFP. Responses that are excessive in length or complexity are discouraged. The City reserves the right to include the entire selected proposal or any part thereof in the final contract. Emphasis should be on completeness and clarity of content. By submission of a proposal, the proposer certifies, and in the case of a joint proposal each party certifies, that in connection with any cost proposal submitted, the prices quoted are not the product, direct or indirect, of any collusion with any other proposer, and have not been knowingly disclosed by the proposer, either directly or indirectly, to any other proposer prior to submission to the City. All proposals must state the period for which the proposal shall remain in effect. Such period shall not be less than 90 days from the proposal due date. Notwithstanding any other provisions of this RFP, the City reserves the right to award this contract to the proposer that best meets the requirements of the RFP. Further, the City reserves the right to reject any or all proposals prior to execution of the contract, with no penalty to the City. Potential proposers are prohibited from directly or indirectly communicating with City Commission members regarding proposer qualifications, or the award of a contract. Also prohibited is contact with City staff, unless submitting an inquiry in compliance with the provisions of "ADDITIONAL INFORMATION" above. Any violation will result in immediate disqualification of the proposer from the selection process. 1lII1~'_~lSG_~EDsr!~sl~~Sjfii'RJP_ XI. RESPONSE TO THE REQUEST FOR PROPOSALS At a minimum, responses to this RFP must include the following: A. FIRM BACKGROUND: 1. Describe the organization, date founded, and ownership of your firm. Has it experienced significant change in organizational structure, ownership, or management during the past three years and, if so, please describe. 2. Describe any other business affiliations (e.g., subsidiaries, joint ventures, and "soft dollar" arrangements with brokers). 3. Describe your firm's policy on soft dollars. 4. Does your firm have an office in the State of Florida? 5. Is your firm a registered investment advisor under the Investment Advisor's Act of 1940? 6. Describe any SEC, NASD or any other regulatory censure or litigation involving your firm or its employees during the past five (5) years. 7. Summarize fidelity bond coverage, errors and omissions, employee dishonesty, fiduciary liability insurance, or other fiduciary coverage your firm carries, and provide a current Certificate of Insurance. 8. Provide a copy of your firm's ~ost recent audited financial statement. 9. Describe your firm's revenue sources and comment on your firm's financial condition. 10. Does your firm adhere to the Code of Professional and Ethical Standards as described by. AIMR? B. EXPERIENCE: I. Describe your firm's experience in managing investment portfolios for public funds and governmental entities. 2. Summarize your assets under management (institutional only) over the past five years. 3. What is your firm's experience in developing investment policies and portfolio management guidelines for public employee pension funds? 4. Does your firm act as a broker or as a primary dealer in securities or receive any other form of additional compensation (including soft dollars) for client transactions aside from the direct fee paid by clients? 1~~'iRit~~lisgsm~.~~Q~~l!_ 5. Provide five client references (public sector) for which you provide similar services including client name, contact personnel, address, phone number, and length of time you have managed their assets. 6. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm. 7. List your most comparable municipal clients and the length of time they have been clients. 8. How many accounts have you gained in the last 12 months? How many accounts have you lost in the last 12 months, and provide an explanation for the loss of each of these accounts. Provide contact name and number for each of the accounts lost in the last 12 months. C. PERSONNEL: 1. Provide an organizational chart showing analytical, investment and research staff, other decision support, and back office support. Identify the primary contact and describe the roles of each key person. 2. Provide detailed resumes and biographical information for all key investment professionals who will be directly responsible for the investment of the City of Winter Springs pension funds. Include the following information: title, number of years at your firm, total number of years of experience, professional designations or licenses. 3. Describe your firm's activities to keep portfolio managers informed of developments relevant to the management of public sector investment portfolios. D. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE: 1. Briefly describe your firm's investment management philosophy, including your approach to managing public employee pension funds. 2. How are portfolios managed (e.g., by team, individual manager)? What is the back up when the manager is away? 3. What are the strategies employed by your firm for adding value to portfolios (e.g., market timing, credit research, etc.)? 4. Describe the in-house technical and research support services you have available. What other sources does the firm utilize on a regular basis? 5. How will you handle fluctuating cash flows and the cash forecasting process? 6. Describe the investment program you are proposing for the City, including the type of securities you propose to purchase, how the funds will be managed after the initial investments are made and how you will provide liquidity. 1~~~~_~Gsm.i~lii1ll~a.I_ 7. Provide your firm's investment performance as compared to the benchmarks listed in the City's General Employee Retirement System Investment Policy Statement for the past I, 3, 5 and 10 -year periods. Please show annualized quarterly returns gross of all management fees. 8. How frequently would you suggest your staff make contact with the City's staff? Who will make contact? 9. Briefly describe any additional feature, attributes or conditions that the City should consider in selecting your firm. E. ACCOUNTING AND REPORTING: 1. Describe the investment accounting and reporting system used by your firm an<;l whether it complies with AIMR standards. 2. Describe the frequency and format of reports that your firm would provide to the City, including the methods and formulas used to calculate yield and performance. Provide a sample of all reports that will be provided. F. FEES: 1. Describe your firm's fee schedule. Is there a minimum fee? What expenses would be covered through the fee structure? 2. What additional expenses, not covered by the fee schedule, will the City be expected to pay in order to implement your investment services? 3. What fees would be required to provide specific advice concerning aspects of the present portfolio? .. 4. Provide a description and/or example of the billing method that will be used. G. SUPPLEMENTAL INFORMATION: 1. Provide a copy of your firm's most recent Form ADV, Parts I, and II as on file with the SEC. 2. Provide proof of state registration. 3. Provide any contract language your firm would request or require in a contract with the City. 4. Provide assurances that the proposer will be cognizant of, comply with, and enforce all applicable Federal, State and Local statutes and ordinances. 1~~~__m~~~~5~v.'~~sl~~~S*0~_..~]1_ XVI. XVII. XVIII. XIX. XVI. SUBMISSION OF PROPOSAL Seven (7) copies of the proposal must be submitted. Proposals received after the above date and time will not be considered. The City is under no obligation to return proposals. EVALUATION OF PROPOSALS An ad hoc committee as previously described will evaluate proposals submitted in response to this RFP. The selection of a proposal and the execution of a contract, while anticipated, are not guaranteed by the City. The City reserves the right to determine which proposal is in the City's best interest and to award the contract on that basis. The City may reject any and all proposals, waive any irregularities of any proposal, negotiate with any potential proposer (after proposals are opened) if such is determined to be in the best interest of the City. After all proposals are reviewed, proposers may be selected for interviews or oral presentations as may be necessary. The City makes no commitment to any respondent to this RFP beyond consideration of the written response to this RFP. AWARD OF CONTRACT After selection of a proposer based on qualifications, the City will then enter into negotiations as to the terms of the agreement, all aspects and levels of services, and compensation to be paid. In the event the negotiations between the proposer selected and the City cannot be completed as a result of an inability to reach agreement on the fee for services, or the scope of work to be performed, then at the option of the City, the contract may be awarded to the second most qualified proposer. Negotiations will continue in this sequence until a contract is finalized, or all proposals are rejected. CITY COMMISSION APPROVAL The final contract will be submitted to the City Commissi~n for approval. The selected proposer will be required to assume responsibility for all services offered in their proposal. The selected proposer will be considered the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract. The selected proposer will be required to enter into a written contract with the City in a form approved by the City Attorney. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the final contract. The City reserves the right to negotiate the terms and conditions of the contract with the selected proposer. ANTICIPATED CONTRACT TERMS AND CONDITIONS 1. Standards of Performance A. The performance of all services by the proposer under this Agreement will be by persons appropriately licensed or registered under state, local and federal laws. 1ti31D~1~~I~_~~"lJPig'1s~~~I~s_ B. In performing all services under this Agreement, the firm will use that degree of care and skill ordinarily exercised for similar projects by professional firms who possess special expertise in the types of services involved under this Agreement. C. Any provisions in this Agreement pertaining to the City's review, approval and lor acceptance of written materials prepared by the firm's subsidiaries or sub- contractors in connection with this Agreement will not diminish the firm's responsibility for the materials. D. The firm will perform all of its services in coordination with the City, and will advise the City of data and information it needs to perform its services. The firm will meet with City representatives at mutually convenient times to assemble this data and information. E. In performing all services under this Agreement, the firm will comply with all local, state and federal laws. 2. City's Responsibilities A. The City will provide information to the firm regarding the City's requirements or the firm's services under this Agreement. B. The City will designate an authorized representative to act on the City's behalf with respect to this Agreement. The City will examine documents and information submitted by the firm, and promptly render responses to the firm on issues requiring a decision by the City. . 3. Firm's Records A. All expense records of the firm's personnel will be kept on a recognized accounting basis acceptable to the City, and will be available to the City at mutually convenient times. This provision applies only if the firm is to be reimbursed for any expenses. B. The City, its auditors, and federal and state agencies that have monitoring or auditing responsibilities for this Agreement will have access to any books, documents, papers and records of the firm which are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts, copying and transcriptions. C. The firm will furnish to the City, at such time and in such form as the City may require, financial statements including audited financial statements, records, reports, data and information, as the City may request pertaining to the matters covered by this Agreement. 1~l@'ldi~~_.!_~E~leEJJDIE"~~{E;ctJiia_F~ 4. Ownership and Use of Documents A. All documents prepared by the firm in connection with this Agreement will become the property of the City. B. The firm will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years, except that in the event the firm goes out of business during that period, it will turn over to the City all of its records relating to the City. 5. Term and Termination of Agreement A. The term of this Agreement begins upon its execution by the City, and will end upon the firm's completion, and the City's acceptance, of all services described in this Agreement. B. Either party upon 30 days prior written notice may terminate this Agreement, should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. C. The City upon at least 30 days prior written notice to the firm may terminate this Agreement at will. D. In the event of termination as provided in this Section, the firm will be compensated for all services performed to the termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the firm delivering to the City all information and materials developed or accumulated in performing the services described in this Agreement, whether completed or in progress. 6. Insurance and Indemnity A. The firm will hold harmless, indemnify, and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts, errors or omissions of the firm, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims, demands and .causes of action for personal injuries, death or damages to property. B. The firm will procure and maintain at its expense insurance with insurance companies authorized to do business in the State of Florida, covering all operations under this Agreement, whether performed by the firm or its agents, subcontractors or employees. Before commencing the work, the firm will furnish to the City a certificate or certificates in a form satisfactory to the City, showing that firm has complied with this paragraph. All certificates will provide that the policy will not be canceled until at least 30 days written notice has been given to the City, and will name the City as an additional named insured on all coverage's. The kinds and amounts of insurance required are as follows: Workers' Compensation Insurance in accordance with the statutory provisions of the State of Florida Liability Insurance. Commercial general liability insurance with a combined single limit of $2,000,000 for each occurrence and $2,000,000 in the ag!,rregate. Automobile liability insurance in an amount not less than $2,000,000 for injuries to anyone person, $2,000,000 on account of anyone accident, and in an amount of not less than $2,000,000 for property damages. Professional liability insurance with a combined single limit. of $2,000,000 for each occurrence and $2,000,000 in the aggregate. Employee dishonesty coverage and fiduciary coverage in an amount adequate to cover related assets. C. The stated limits of insurance required by this Paragraph are minimum only-- they do not limit the firm's indemnity obligation, and it will be the firm's responsibility to determine what limits are adequate. These limits may be met by basic policy limits or any combination of basic limits and umbrella limits. The City's acceptance of certificates of insurance that do not comply with these requirements in any respect does not release the firm from compliance with these requirements. 7. Miscellaneous Provisions A. The laws of the State of Florida govern this Agreement. Exclusive venue for any dispute arising under this Agreement is in Seminole County, Florida. B. As to all acts or failures to act by either party to this Agreement, any applicable statute of limitations will commence to run and any alleged cause of action will be deemed to have accrued when the party commencing the cause of action knew or should have known of the existence of the subject act or failure to act. C. The firm agrees not to use funds received by it under the terms of this Agreement for any partisan political activity or to further the election or defeat of any candidate for public office. D. The firm hereby affirms that it has not made or agreed to make any valuable gift whether in the form of service, loan, thing, or promise to any person or any of his/her immediate family, having the duty to recommend, the right to vote upon, or any other direct influence on the selection of firms to provide professional services to the City within the two years preceding the execution of this Agreement. _.m:iS~.~i:~l~S~~~.~lII._ E. In performing the services required under this Agreement, the firm will not discriminate against any person on the basis of race, color, religion, sex, national origin, age or disability. F. All references in this Agreement to any particular gender are for convenience only and will be construed and interpreted to be of the appropriate gender. The term "will" is mandatory in this Agreement. G. Should any provision in this Agreement be found or deemed to be invalid, this Agreement will be construed, as not containing the provision, and all other provisions, which are otherwise lawful, will remain in full force and effect. To that end, the provisions of this Agreement are declared to be severable. H. All services provided pursuant to this Agreement are for the exclusive use and benefit of the City. 1. Florida statutes applicable to public records and the public dissemination thereof govern the City of Winter Springs. J. This Agreement and all written information generated under this agreement may be subject to release. K. The City and the firm, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The City and the firm may not assign, sublet or transfer any interest in this Agreement without the written consent of the other. L. This Agreement represents the entire and integrated Agreement between the City and the firm, and supersedes all prior negotiations, representations or agreements either written or oral. Except as to a change in the scope of services, this Agreement may be amended only by written instrument approved by the City's governing body and signed by both the City and the firm. M. Any exhibits and/or attachments attached to this Agreement are incorporated by reference into this Agreement as though included verbatim herein. N. In the event of any conflict between these Terms and Conditions and the provisions of any exhibit or attachment to this Agreement, these Terms and Conditions will govern and control. 1~~Sf_G~~I~~S:g&~B~~Jt'Tf{O:~~_ XVII. PROPOSER'S WARRANTY The undersigned person by his/her signature affixed hereon warrants that: (a) he/she is an officer of the institution submitting the proposal; (b) he/she has fully read and understands this RFP and has full knowledge of the scope, nature, quantity, and quality of work to be performed; the detailed requirements of the services to be provided, and the conditions under which the services are to be performed; and (c) acknowledges that the institution has no objection to incorporating the Request for Proposal and its responses to it as an attachment to the contract we may mutually develop for the Investment Management Services for the Defined Benefit Pension Plan Funds services. PROPOSER Name of Institution Signature Name (Print or Type) Date Address Telephone Number Fax Number 1_~r~~~_~_~~slL.s~~s_ XVIII. A TT ACHMENT General Employee Retirement System Investment Policy Statement Timeline 1~~~~~~;t!s~e:RfS~DE~_. '\.. . .', . ,GENI;:RAL:~MPLL()YEE~'RETIREMENT SYSTEM ,<;:.,::,. .., .:: INVESTMENT:POLlCY:STATEMENT it'.,..... ~" APPROVED ON 9/12/(flBYTHE'PENSIONBOARD'AND9/24/0.;biBYrE'" . CITY COMMISSION. Retirement System Investment Policy City of Winter Springs Page 2 Table of Contents Page I. SCO PE ......................................................................................... 3 II. INVESTMENT OBJECTIVES ............................................................3 III. PERFORMANCE MEASUREMENT.................... .......... ... . . ........ .... .. ... 3 IV. INVESTMENT AND FIDUCIARY STANDARDS ...................................4 V. A UTHORIZED INVESTMENTS......................................................... 5 VI. MA TURITY AND LIQUIDITY REQUIREMENTS.................................. 6 VII. PORTFOLIO COMPOSITION ............................................................ 7 VIII. RISK AND DIVERSIFICATION .........................................................7 IX. EXPECTED ANNUAL RATE OF RETURN .......................................... 8 X. THIRD PARTY CUSTODIAL AGREEMENTS....................................... 8 XI. MASTER REPURCHASE AGREEMENT............. ............... . .......... . . . .... 8 XII. BID REQUIREMENT..................................................... ..... .. ...... ... .. 8 XIII. INTERNAL CONTROLS.................................................................. 8 XIV. C{)NTINUING EDUCATION.............................................................9 XV. REPO R TIN G . . . . . .. .. . . . . .. . .. . . . . . . .. . . . . .. . . .. . . .. . .. . . .. . . .. .. . .. . . . . . . . . . . . . . . . . . . . . . . . . .. 9 XVI. FILING OF INVESTMENT POLICy................................................... 9 XVII. V ALUA TION OF ILLIQUID INVESTMENTS....................................... 9 Retirement System Investment Policy City of Winter Springs Page 3 CITY OF WINTER SPlUNGS GENERAL EMPLOYEES' RETIREMENT SYSTEM INVESTMENT POLICY STATEMENT I. Scope A. The City Commission of Winter Springs ("City") has adopted this investment policy statement for the investment of the General Employees' Retirement System ("Plan") assets to be administered by the Board of Trustees ("Board") of the General Employees' Retirement System in accordance with applicable Florida State Statutes and City Ordinances. To that end, this investment policy is intended to set forth the investment objectives and parameters for the management of those assets in a manner designed to fulfill the requirements of the Board's fiduciary investment responsibilities. B. The Board recognizes their responsibility for the investment of the Plan's assets, and in order to implement this function, the Board is authorized by law to retain the services of Investment Managers who possess the necessary skilled personnel and facilities to provide the expertise with respect to the investment of the Plans funds. C. This investment policy will be reviewed annually by the Board and may be revised upon the City's approval. II. Investment Objectives A. The foremost objective of this investment policy is the proper investment of the assets of the Plan in order to provide ongoing pension benefits to the Plan's members and their beneficiaries. B. The Board will strive to increase the Plan's total rate of return through capital appreciation and income while limiting the amount of risk exposure to the Plan. The methodology to determine the Plan's risk/return characteristics is through a diversification of investments across various asset classes detailed in Section V. C. Additionally, the Board will try to keep losses at a minimum due to erosion of market value or from security defaults. To that end, investment managers will trade securities from time to time to improve yield, maturity, quality, credit risk, and total return potential. D. The assumed actuarial rate of return, over a market cycle (3-5 years), along with the annualized total return for the Plan should exceed the rate of inflation as measured by the Consumer Price Index ("CPI") by 4 percent. III. Performance Measurements A. The Board shall adopt performance measurements for the Plan's assets to be reviewed on a quarterly basis and evaluated based on a market cycle of 3-5 years. The Board may retain the . Retirement System Investment Policy City of Winter Springs Page 4 services of an independent investment consultant to assist in monitoring the investment performance of the Plan's individual investment managers. Such performance is measured to determine the following: 1. If the investment manager has performed according to this investment policy. 2. If the investment manager has performed within the appropriate investment style. 3. How the manager has performed in relation to the performance measurements for the appropriate asset class. B.. The performance measurement indexes on the asset categories are as follows: 1. The Plan's total fund return will be compared to the CPI Index as an inflationary measurement and the actuarial interest assumption as described in Section IX. 2. The Plan's fIxed income portfolio return will be compared to the weighted average return of the Lehman Aggregate Bond Index or equivalent. 3. The Plan's domestic equity portfolio return will be compared to the weighted average return of the Standard and Poor's 500 Index or equivalent. 4. The Plan's international portfolio return will be compared to the weighted average return of the Morgan Stanley Europe, Australia, & Far East (EAFE) Index or equivalent. 5. The Plan's emerging markets portfolio return will be compared to the weighted average return of the MSCI Index for Emerging Markets or equivalent. IV. Investment and Fiduciary Standards A. The Plan's assets will be invested in a manner consistent with the standards set forth in: 1. The Employee Retirement Income Security Act of 1974 at 29 US.c. s. 1104(a)(1)(A)- (C). 2. Chapters 112 and 518, Florida Statutes. 3. City of Winter Springs Ordinances. 4. The Plan's Investment Policy Statement. 5. The Pension Plan document. 6. In the event of a conflict within these provisions or any other provisions of law authorizing investments, the investment and fIduciary standards set forth in Section 112.661(4), Florida Statutes and item I above shall prevail. B. The Board will adhere to the Prudent Person standard and this standard shall be applied in the context of managing the overall Plan. The Prudent Person standard is as follows: Retirement System Investment Policy City of Winter Springs Page 5 "Iiwestments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived from the investment." C. Any person or firm hired or retained to invest, monitor, or advise concerning these assets shall be held to the higher standard of Prudent Expert. The standard shall be that in investing and reinvesting moneys and in acquiring, retaining, managing, and disposing of investments of these funds, the contractor shall exercise: the judgment, care, skill, prudence, and diligence under the circumstances then prevailing, which persons of prudence, discretion, and intelligence, acting in a like capacity and familiar with such matters would use in the conduct of an enterprise oflike character and with like aims by diversifying the investments of the funds, so as to minimize the risk, considering the probable income as well as the probable safety of their capital. V. Authorized Investments A. Funds placed with investment managers are to be invested only in those authorized classes of investments as contained in this investment policy. Investments should be made subject to the Plan's cash flow needs and such cash flows are subject to revision due to changes in the Plan's needs and market conditions. Investments not listed in the investment policy are prohibited. B. The authorized classes of investments for the Plan are as follows: I. Obligations guaranteed as to principal.and interest by the United States government. 2. Bonds, securities, and certificates of indebtedness of United States government agencies. 3. Obligations guaranteed as to principal and interest by government-sponsored agencies of the United States government. 4. The Florida Local Government Surplus Funds Trust Fund (SBA). 5. Commercial Paper rated in the highest category by a nationally recognized rating service. If a Letter of Credit (LOC) backs the Commercial Paper, the long-term debt of the LOC provider must be rated A or better by at least two nationally recognized rating services. 6. Bankers Acceptances of United States banks or a federally chartered domestic office of a foreign bank, which are eligible for purchase by the Federal Reserve System, rated in the highest category by a nationally recognized rating service. 7. Corporate bonds or notes, registered or unregistered under Rule 144A, issued by firms organized and operating within the United States or by depository institutions licensed by the United States rated (A) or equivalent by a nationally recognized rating service at the time of purchase. Rule 144A bonds or notes must include rights of registration. Any bond or note that falls below investment quality must be eliminated immediately. 8. General Obligation and/or Revenue Bonds of state or local government taxable or tax- exempt debt rated A, for long term debt, by a nationally recognized rating service or rated MIG-2 or SP-2, for short term debt, by a nationally recognized rating service. Retirement System Investment Policy City of Winter Springs Page 6 9. Intergovernmental investment pools authorized pursuant to the Florida Interlocal Cooperation Act provided in Section 163.01, Florida Statutes. 10. Common and preferred stocks from domestic or foreign corporations. 11. Real estate and real estate securities as deemed proper investments by the Board. 12. Repurchase Agreements a. The Plan's investment managers may invest in repurchase agreements composed of only those investments authorized in numbers 1,2, and 3 (above). All firms are required to sign the Plan's Master Repurchase Agreement prior to the execution of a repurchase agreement transaction. b. A third party custodian with whom the Plan has a current custodial agreement will hold the collateral for all repurchase agreements with a term longer than one (1) business day. A clearly marked receipt that shows evidence of ownership must be supplied to and retained by the Plan's investment manager. c. Securities authorized for collateral must have maturities less than 10 years with a market value for the principal and accrued interest of 102% of the value and for the term of the repurchase agreement. Immaterial short-term deviations from 102% requirement are permissible only upon the approval of the Pension Plan Administrator. 13. Mutual funds registered under the Investment Company Act of 1940. VI. Maturity and Liquidation Requirements A. The Plan's maximum investment maturities for the following securities are as follows: 1. The overall duration of the principal return for the Plan will be less than 140% of the Lehman Aggregate Bond Index. 2. For commercial paper, 180 days or less from the date of purchase. 3. For bankers' acceptances, 180 days or less from the date of purchase. 4. For repurchase agreements, 90 days or less from the date of purchase. B. On a quarterly basis, the Plan's Actuary will notify the investment manager of the plan's liquidity requirements for the payroll and administrative expenses. Retirement System Investment Policy City of Winter Springs Page 7 VII. Portfolio Composition The Board has adopted the following long-term target asset mix for the Plan as shown below. I. 70% of the Plan's assets market value will be allocated to equity investments. Based on market fluctuations, the Board will accept variances of up to five percent (between 65%- 75%) from the above asset target. This target is further allocated as follows: ategory High Grade Equity High Grade Equity Income Small Caps Mid Caps International 10% - 30% 15% - 25% 15% - 30% 15% - 30% 5% - 15% 2. 30% of the Plan's asset market value will be allocated to the fixed income securities. 3. Quarterly, the Board will review the investment portfolio for the purpose of potentially reallocating assets within the individual asset class target ranges based on changes within the capital market environment. 4. The Board will review these asset allocation targets annually and will revise the targets if any significant changes OCCl,lr within the capital market environment. VIII. Risk and Diversification A. The Board has adopted a strategy, described in Section VII, whereby the Plan's assets will be diversified to the extent practicable in order to control the risk of loss which might result from an over-concentration of investments in a specific security, maturity, issuer, dealer, or bank through which financial instruments are bought or sold. B. In a further effort to control the risk of loss and assure adequate diversification, the following limitations are imposed upon the investment of the Plan's assets: 1. A maximum of 5% investment in the outstanding common stock of anyone company or organization. 2. A maximum of 5% investment in the outstanding debt issuance of anyone company or organization. Retirement System Investment Policy City of Winter Springs Page 8 IX. Expected Annual Rate of Return The Board has set the Plan's current expected rate of return at 9% and to the extent the actual rate of return various from the expected rate of return the gains or losses will be spread over a 5 year moving average period. The short term expected rate of return is 9%, and long term expected rate of return to be at least the actuarial interest assumption rate of 9% along with an additional annualized return that exceeds the rate of inflation measured by the CPT. X. Third-Party Custodial Agreements All securities will be held with the custodial bank under a contractual agreement \vith the Board. All securities purchased by and all collateral obtained by the investment managers and/or the Board are designated as assets of the Plan. No withdrawal of securities, or transfer of funds, in whole or in part, can be made from safekeeping except by authorization of the Board and written execution by anyone of the following: the Board Chairman, Vice-Chairman, or the Plan Administrator. Securities transactions between a broker/dealer and the custodial hank involving the purchase or sale of securities by transfer of money or securities must be made on a "delivery vs. payment" basis, if applicable, to ensure that the custodial bank will have the security or money, as appropriate, in hand at the conclusion of the transaction. XI. Master Repurchase Agreement All approved institutions and dealers transacting repurchase agreements will execute and perform as stated in the Master Repurchase Agreement. All repurchase agreement transactions will adhere to the requirements of the Master Repurchase Agreement. XII. Bid Requirements Each investment manager shall obtain competitive bids and offers on investment transactions to the fullest extent possible. The investment managers will make periodic reports to the Board reflecting purchases, sales, or other activity. XIII. Internal Controls A. The Plan Administrator will establish a system of internal controls and written operational procedures to be a part of the Plan's operational procedures. The internal controls should be designed to prevent losses of funds, which might arise from fraud, employee error, and misrepresentation by third parties, or imprudent actions by employees. The written procedures should include reference to safekeeping, repurchase agreements, separation of transaction authority from accounting and record keeping, wire transfer agreements, banking service contracts, collateraVdepository agreements, and "delivery-vs. -payment" procedures. No person may engage in an investment transaction except as authorized under the terms of this investment policy. B. Independent auditors, as a normal part of their annual financial audits, will conduct a review of the system of internal controls to ensure compliance with policies and procedures. Additionally, Retirement System Investment Policy City of Winter Springs Page 9 the Plan's Actuary, Investment Consultant, and the City auditors will complete an annual system revIew. XIV. Continuing Education Annually, members of the Board have the responsibility for completing continuing education programs in matters relating to the Plan's investments by reading the appropriate materials and by attending the appropriate local and national conferences and seminars as authorized by the Board. XV. Reporting On an annual basis, the Board will provide the City with an investment report regarding the Plan's investment portfolio. The annual report shall provide all, but not limited to, the following: name and type of securities in which the funds are invested, the amount invested, income earned, the book value and the market value of the investment portfolio. Investment reports shall be available to the public. XVI. Filing of Investment Policy A. Upon adoption, the Board will promptly file this investment policy statement with the State of Florida's Department of Management Services, the City of Winter Springs, and the Plan's Actuary. B. The effective date of this investment policy shall be the 30u, calendar day following the date filed with the City of Winter Springs. XVII. Valuation of Illiquid Investments All illiquid investments ~or which a generally recognized market is n<?t available or for which there is no consistent or generally recognized pricing mechanism will be. given an actuarial valuation by the Plan's Actuary on an annual basis. For each actuarial valuation, the Board must verify the determination of a fair market value for those investments and ascertain that their determination complies with all applicable state and federal requirements. The Board will disclose each illiquid investment to the State of Florida's Department of Management Services and to the City of Winter Springs. APPROVED AND ADOPTED BY THE GENERAL EMPLOYEE'S RETIREMENT SYSTEM BOARD OF TRUSTEES ON 9/12/01 AND 9/24/01 BY THE CITY COMMISSION.. Retirement System Investment Policy City of Winter Springs Page 10 CITY OF WINTER SPRfNGS REQUEST FOR PROPOSAL INVESTMENT MANAGEMENT SERVICES FOR DEFfNED BENEFIT PENSION PLAN FD = Finance Director PB = Pension Board VD = Yendors Sunday, August 4, 2002 FD - Advertise RFP in Orlando Sentinel Monday, August 5, 2002 FD - Place ad in DemandStar Friday, August 30, 2002 YO - RFP's due at City Week of Sept 2, 2002 PB/FD - Distribute RFP's to Pension Board Members/Consultant for review Week of Sept 23,2002 PB/FD - Special Meeting to discuss proposals and Day TBD arrive at short list for oral presentations Week of Sept 30, 2002 FD - Schedule Presentations Week of Oct 7, 2002 PBND - Oral Presentations Day TBD Week of Oct 14,2002 PB/FD - Special Meeting to review results of oral Day TBD presentations and arrive at a recommendation to the City Commission Friday, Oct 18, 2002 FD - Agenda Item - Pension Board Recommendation for Invst Mngr due to City Manager Monday, Oct 28, 2002 FD - Commission Meeting - Gain Authority to Execute Contract with Recommended Invst Mngr Thursday, Oct 31, 2002 FD - 60 day Written Notice to SunTrust regarding cancellation of existing contract Nov, Dec 2002 NA - Fulfill remaining 60 day notice requirement to SunTrust and execute contract with approved firm Wednesday, January 1,2003 VD - Begin services with selected firm