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HomeMy WebLinkAbout2007 01 31 Document Given Out To Board Members On January 25, 2007 For MeetingDate: January 31, 2007 THE FOLLOWING DOCUMENT WAS GIVEN TO THE BOARD OF TRUSTEE MEMBERS ON JANUARY 25, 2007 FOR THE JANUARY 31, 2007 REGULAR BOARD OF TRUSTEES MEETING. k 1458 ~ ~ # ~ To: From: Re: DEPARTMENT OF GENERAL SERVICES MEMORANDUM January 25, 2007 Board of Trustees Kevin Smith, General Services Director BOT January 31, 2007 Meeting I. Investment Manger RFP Enclosed please find presentation materials for each firm scheduled for interview for Investment Manager Services to the City's Defined Benefit Pension Plan. Also enclosed is a sample contract for Investment Manager Services as prepared by Bogdahn Consulting. Interview schedule is as follows: Date: Wednesday, January 31, 2007 Time: 5:00 PM Location: East Training Room, City Hall Time Manager 5:15 p.m. DG Capital 5:45 p.m. Lateef Asset Mgmt. • 6:15 p.m. Renaissance Investment Mgmt. 6:45 p.m. Fifth Third Asset Mgmt. 7:15 p.m. Oppenheimer Capital 7:45 p.m. Snow Capital Mgmt 8:15 p.m. Galliard Capital Mgmt. 8:45 p.m. MBIA Asset Mgmt. Mandate Broad Growth Broad Growth Broad Growth Broad Value Broad Value Broad Value Domestic Fixed Income Domestic Fixed Income • Presentation materials were due to City Hall by 5:00 PM on January 24, 2007. Lateef Asset Mgmt. did not submit materials by this deadline, nor have they been received as of the date of this memo. Staff and Bogdahn Consulting are contacting representatives from Lateef to discuss this issue. We will transmit materials from Lateef as soon as they are received. Each firm has been allotted 20 minutes for their presentation and 10 minutes for questions. I I. SunTrust 4th Quarter 2006 Report Additionally, enclosed please find SunTrust's Fourth Quarter 2006 Report for your review. Due to the full schedule for this meeting, SunTrust was asked not to present their report. cc: City Manager Finance Director U:\docs\wordWlemos KLS\BOT Investment Manager IV.doc SAMPLE INVESTMENT MANAGER CONTRACT INVESTMENT' MANAGEMEN'T' AGREEMENT ~~ THIS AGREEMENT, made this ~ day of ~ , 2006, by and between THE .BOARD OF TRUSTEES OF THE CITY RETIREMENT PLAN, not individually, but as Tnistees of the Retirement Plan refetred to below :(hereinafter referred.. to as the "Trustees"j, and MANAGEMENT, LP (hereinafter referred to as the "Manager"). WHEREAS, by the terms of the City of Retirement Plata (hereinafter referred to as the. Retirement Plan), the 'Trustees are charged with the duty of receiving and investing funds under the Retieinetit Plan; and WHEREAS, the Trustees are authorized. by the terms of the Retirement Platx to appoint an i.nvesitnent manager for the management and inveshuent of the trust fund held by theirs thereunder. NOW, THEREFORE, the Trustees and the Manager agree as fi~llows: A. APPOINTMENT QF INVESTIVIEN'I' MANAGER. The Trustees hereby appoiJit the Manager a.5 the Investment Manager with respect to those assets of said Retirement Plan placed under its management, together with the income therefrom (hereinafter referred to as the "investment Account"). The Manager shall tnat~age, invest and reinvest the luvest7nent Account pursuant to the provisions hereinat~er set forth. Manager shall i7ot take or have possession of the assets iu the lnvestnlent Account. At no time shall any pat•t of the corpus or income of the Investment Account.6e used or diverted for the purposes other than for the exclusive benefit oi' employees and their beneficiaries as provided in the Retirement Plan and For defraying reasonable expenses of administering the Retirement Plan, to the extent that such expenses are not borne by .resources otherthan resources ofthe Retirement Plan. Byexecution ofthis Agreement, the Manager acknowledges that it is a fiduciary of the Plan within fhe meaning of the Employee Retirement. lncotne Security Act of 1974 ("ER1SA") and § i 12.(56, Florida. Statutes and that it is registered and meets all local state .and federal laws recluixed for the performance of its duties under this Agreement. SAMPLE INVESTMENT MANAGER CONTRACT B. POWERS AND DUTIES OF THE MANAGER. The Manager will have the following powers and duties with respect to any and all raoiues and securities a.t any tune managed by it and constituting part or all of the In~~estment Account, such powers to be exercised by it in its sole discretion, except as otherwise provided herein. l . Wth_any cash. at any time in the Investment Account, to purchase or subscribe for and invest in any securities and to retain such securities in the. Il~vestnient Account withui the restrictions set forth u~ the Retirement Plan and Investment Policy Statement as amended from tune to nine, and be in accordance with State and federal laws. If Manager makes or invests in, or holds any prohibited investment, the Manager shall make the Fund whole for any Ions incurred in the divestiture of such investment. 2. To sell, transfer; and convey, .redeem, exchange for other securities, or otherwise to dispose of any securities in the Investment Account. 3. To exercise any conversion privilege and/or subscription right available in connection with any securities; to oppose or to consent to the reorganization, calisolidation,rnerger, or readjustment of the fu3ances of any corporation, company or association or to tl~e-sale, mortgage, pledge or lease of the property of any corporation, company or association, any of the securities of which tuay at any tune be held in the Investment Account, aiici to do any act with reference thereto, including the exercise of options, the making of agreement or subscriptions, which. may be deemed necessary ar a.dvisable in connection therewith, and to hold and retain any securities which it may so acquire. 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 prosy, any right appurtenant to any security he1cl by it in the Inveshneiit Account at any time in accordance with the Manager's Proxy Policy Votittig Statement upon affirmation of such statement by the Tntstees. 5. The teen "securities" used in this Agreement shall 6e deemed to be resu-icted to include only legal. invesinents foa• the Trustees under the statutes,. orduatlces aiid nrles of law applicable thereto. _~_ SAMPLE INVESTMENT MANAGER CONTRACT 6. To Monitor items requiting action by the Trustees with respect to the assets, such as stock dividends, rights, offerings, calls or redemptions. of bonds or other items, with respect to which Manager is notified by the Custodian of the assets. Manager is authorized. to direct the Custodian ofthe assets to take any action with respect to the assets which. Manager is authorized to take hereunder. Title to the assets shall remain in the Trustees. 7. Any other provision hereof'to the contrary notwithstanding, tl2e .Manager is authorized, upon prior approval of the Trustees, to invest and teitivest all or any portion of the Investment Account collectively with funds or other trusts qualifying under Section 4Dl of the Internal Revenue Code or with other eligible investors, in tu>sts of participation ar irivesttnent in any catvrnon, collective orcommittgled trust fitn.d approved by the Trustees. 1Vlanager shall invest assets in the h2vestrnent Accoutyt it1 any such common, collective or commingled ri~ust only if all investments made in such common, collective or commingled trust must nreei all restrictions for investments set forth in the Retirement Plan and Investment Policy Statement, as amended from time to time and. be in accordance with State and federal laws. If Manager makes or invests in, ar halls any prohibited investrnent; the Manager shall snake the Fund whale for any loss incurred in tl7e divestiture of such investment. ~. To report at each quarterly meeting the quality of corporate governance practices of all companies u~ the investment Accp>:urt. C. MAINT: r'NAPV CE OF ACCOUNTS. The Manager shall mauitain ac:caunts showing the fiscal transactions of the Invesiment Account. The IVlanager 5hali 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 ofthe operation. of the Investment Account for the past year. Manager shall also provide a report showing proxy voting records .and.. a report of brokerage commissions incurred. D. I3ISCHASGE OF DUTIES. The Manager shall discharge its duties under this Agreetneut solely in the: interests ofthe participants in the Retirement Plan acid tlieirbeneficiaries~nd (i) with the care, skill, prudence, and dili:genee urtder the circumstances there prevaiiirlg that a prudent investor acting in a like. capacity and farnlliar with such matters would use in the .conduct of an -3- SAMPLE INVESTMENT MANAGER CONTRACT enterprise of like character and with like aims; and (ii) in accordance with the provisions of this A~•eement insofar as they are consistent with the provisions of the Retirement Flan, Inveshuent 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. $6-1 (i,e, competitive eonunission cost as well as reliability and quality of the execution). Manager agrees to cooperate with the Tnastees in thew. establishment ofand participation in any reasonable find lawful commission recapture pro~=ranz or other similar commission rebate program. r. GOMFENSATION OF .:MANAGER. lu .consideration for the services rendered by Manager, Trustees shall pay to Manager air annual fee of the market value of the assets in the investment Accowrt. The amount shall be prorated and payable quarterly in arrears based on the value of assets in the hlvesiYnent Account on the last day of the quarter. The fee includes all expenses and costs incurred by Manager in the performance of this Agreement including, but not limited to, termination fees, transfer fees, statement preparation and other services. rendered, in the event that. another client of Manager, under similar circumstances, with similar strategies and objectives is provided a n.~ore favorable fee schedule, the 'Trustees shall be provided the same mare favorable fee schedule, notwithstanding the provisions of'this Section 1. F. 1tEMOVAL AND'. `RESIGNATION. The Manager may resign fi-oin its duties ]zereunder by filing with the Trustees a written resi~iatiau. Such resignation shall take effect within Winery (90) days after such notice to the Trustees. on a date determined by the Tnistees. The Manager Wray be removed by the Tnistees at any time. Such removal shall be effected by delivery ofwritten notice of removal executed by the Trustees.. Upon resignation or removal, the Manager shall relinquish control and otherwise tral~sfer and. deliver the Investment tlucount tc~ the Trustees, and be paid only fees earned prorated to the effective date of resignation or removal and such pa}nnent shall be the only payment of any kind or nature due to the Manager from. the Trustees. -~- SAMPLE INVESTMENT MANAGER CONTRACT G. INSTRUCTIONS. All instntctions from the Trustees to the Manager shall be in writing and shall be signed as designated by the Trustees. The Ttvstees agree to notify the Manager promptly of any change in the. designation. H. CONSULTATION. The Managershal] attend a 8~ard meeting annuallyand consult with the Trustees. regarding the investmstit per-f~rrnance of the investment Account and the financial reyuireriients of the Retiremen# Plan. 1. CONSTRUCTION OF AGREEMI~NT. This Alrteernetlt shall be construed in accordance with the laws of the,State of Flot•ida to the extent not pre-empted by federal law and the provisions hereof'slaall be goveived by such law. J, VENUE. Any action arising under this A~•eement shall be brought .exclusively in County, Florida. K. DOCUMENTS. The Manager shall provide the Trustees with the documents which comply with the Iuvesttuent Advisers Aci of 1.940, Rule 204-3. Trustees have the right to terminate this Agreement: without penalty within five (5) business days after date of Phis Agreement. L. ASSIGNiV1E1VT. This Agreement may not be assigned by the Manager without the consent of the Trustees. M. PUBLIC ENTI1"Y CRIMES BILL. Section 257. l 33, Florida Statutes, provides that a person or affiliate who has been placed on the convicted vendor list following a conviction fora public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, tnay not submit bids on ].eases of real property to a public entity, may not be awarded or pertiinn work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.17, Florida Statutes, for GATEGO:RY TWO For a period of 3b months from the date of being placed. on the convicted vendor Iist. N. INSURANCE.. The Manager acknowledges that it has and shall maintain errors. and otnissians coverage in th:e amount of _ dollars. Attached hereto as Exhibit A is a copy of the Manager's current certificate of insurance. The Manager agrees t~ immediately notify the -S- SAMPLE INVESTMENT MANAGER CONTRACT Trustees, in writing, in the event of any change in its. policy and to irrunediately notify the Trustees if'said coverage is terminated, cancelled or discontniued, in whole or in part. O. PLAN AML+'NI)MENTS. The Trustees shall provide the Manager, by verbal notice at a meetuig offl~e Board and by copies, when completed, of amendments to the Retirement Plan that ai•e relevant to the Manager's duties hereunder and amendments to the Investment Policy Statement within a reasonable time after the effective date of the atnendment. P. CFEECTIVE DATE. This .Agreement shall become effective upon execution. IN WITNESS WHERECIF, the Trustees have signed duplicates herenf, and 'has caused its corporate name to be,signed to said duplicates by its. proper officers thereinto duly authorized on the day and in the year first above written. By: AS A"1`TEST: ley: As Secretary BOARD OF TRUSTF•k'C nF THr ~y:T _ As Chairnzw A'CTEST: >3y:_ _ As Secretary _{_