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PROXY POLICIES AND PROCEDURES " CAPITAL GUARDIAN TRUST COMPANY 120 South Stale College Blvd, (E-I), Brea, CA 92821 Telephone (714) 672-1708 Fax (714) 672.1684 DA VlD TREJO Contracts Account Administrator August 9, 2001 VIA FEDERAL EXPRESS Mr. Steve Moskun Clearwater Employees' Pension Fund 100 South Myrtle Avenue Clearwater, FL 34618-4748 Re: CITY OF CLEARWATER EMPLOYEES' PENSION FUND (the "Public Fund") Dear Mr. Moskun: In connection with the Public Fund's proposed investment in the Capital Guardian U. S. Equity Fund for Retirement Plans (the "Fund"), please find enclosed the following: I. For Review, Execution and Return: (i) Investment Mana~ement Agreement (the "Agreement") to be entered into with Capital Guardian Trust Company ("CGTC") with respect to services to be provided to the Public Fund, together with the (a) relevant Fee Schedule and (b) Fund's Characteristics. (ii) Commingled Fund Authorization Letter - as required under Section 2.02(a) of the governing Declaration of Trust (the "Trust") under which the Fund is established and maintained. Two (2) originals of each of the above referenced documents are enclosed; please return one (1) duly executed set to my attention. n. For your information and reference: (i) A copy of the Trust. (ii) CGTC's Proxy Voting Policy. C''),-''1 C-o.. O/l ~_.. . I..' ,.,. (tf) Pursuant to Section I of the Agreement, and given that CGTC is acting in a fiduciary capacity with respect to the Public Fund, please send us a copy of the Statutes or other governing documents pursuant to which the Public Fund is established and maintained at your earliest convenience. This will provide us with the opportunity confirm that such instrument (i) permits investments in collective funds established and maintained by designated investment managers, and (ii) adopts the CGTC Trust as part of the Public Fund, in accordance with Internal Revenue Service Revenue Ruling 81-100. If the enclosures meet with your approval, please execute and return one duly executed original of each of the documents requested above, together with a copy of the Public Fund's Statutes or other governing documents, in the self-addressed envelope provided. Otherwise, if you have any questions with regard to the enclosures, please do not hesitate to contact me directly at (714) 672-1708. Thank you. Sincerely, =:.::;:~o ~ Enclosures cc: Michael Casagranda (CGTC) B PROXY POLICIES AND PROCEDURES FOR CAPITAL GUARDIAN TRUST COMPANY POLICY Capital Guardian Trust Company ("CGTC") votes all proxy proposals on an individual basis, weighing CGTC's knowledge about a company, its current management and management's past record against the merits of each proxy issue. CGTC's process in dealing with proxy issues is both thorough and reasonable, and is geared to promote maximum long-term shareholder value. CGTC seeks to discharge its fiduciary duty in voting proxies solely in the interest of its clients. To act prudently in the voting of proxies, CGTC considers those factors which would affect the value of the client's investment and acts solely in the interest of, and for the exclusive purpose of providing benefits to, its clients. On behalf of retirement plans subject to ERISA and governmental plans, CGTC will perform the above solely in the interest of the participants and beneficiaries and will not subordinate the interest of participants and beneficiaries in their retirement income to unrelated objectives. PROCEDURE CGTC reviews all proxies that are received. All custodian banks are notified of their responsibility to forward to CGTC all proxy materials. CGTC regularly reviews whether it has received all expected proxies. Even if no proxy is received, CGTC will direct the custodian to vote in accordance with CGTC's instructions. The list of items and the previous year's proxy votes are compared and reviewed by the Investment Committee on an annual basis. CGTC has tailored the review and voting of proxies based on the domicile of the company and the nature of the clients holding the security. u. S. Equity - Institutional Standard items are voted with management. Non-standard items are sent to the appropriate industry analyst for review and recommendation based on his or her in-depth knowledge of the company. Recommendations to vote with management on certain items are voted accordingly. All other issues and recommendations are then presented to the Investment Committee for discussion and a formal vote. A record of each vote is maintained in the database for at least two years, along with a brief explanation of those proposals that were discussed by the Investment Committee. All analyst memoranda dealing with issues and recommendations are retained for a period of at least one year. Non-U.S. Equity - Institutional Standard items are voted with management. Non-standard items are sent to the appropriate analyst for review and recommendation based on his or her in-depth knowledge of the company. The analyst's recommendations are presented to the GIG International Proxy Voting Committee ("Committee") for discussion and a formal vote. In the event the security is not covered by an analyst, the issues are forwarded to the Committee for discussion and a formal vote. At any stage of the process, a decision may be made not to vote a proxy because the costs of voting the proxy outweigh the benefits. A record of each vote or non-vote is maintained for at least two years, along with a brief explanation of those proposals that were discussed by the Committee, In addition, all analyst memoranda dealing with issues and recommendations are retained for a period of at least one year. J:\GuidelineslProxy -policy _ 898.doc Capital Guardian Trust Company Fee Schedule ~ U.S. Equity Investment Management Services- Accounts Invested Solely in the Capital Guardian Commingled Funds Minimum Annual Fee (based upon an account size of $25 million) ........$125,000 . Base Fee Calculated on Total Assets Incremental Annual Fee Rate as a Percentage of Market Value On the first $25 million ..................................................................... .50 of 1 % $25 million to $50 million .................................................................. .35 of 1 % Over $50 million .............................................,................................. .225 of 1010 . Non-U.S./Globallnvestments Incremental Additional Fee Non-U.S./Global Equity Securities up to $250 million ....................., .20 of 1% Non-U.S./Global Equity Securities over $250 million ....................... .15 of 1 % Fees will be calculated at each quarter end and are based on the market or appraised value of the account at the close of each quarter. For purposes of calculating the fees, the quarter-end value shall be adjusted on a prorated basis for significant contributions and withdrawals made during the quarter. Fee Aggregation Policies The first additional account within a new country will be charged on the first $25 million at the initial breakpoint rate for the appropriate mandate. Any incremental assets over $25 million will be aggregated and charged at the incremental rate for the appropriate mandate. Fee aggregation will apply to all accounts managed by Capital Group companies, except for emerging markets equity investments and investments in funds with internally charged fees ("Eligible Accounts"). In order to achieve the benefit of fee aggregation, the combined actual fees must exceed the combined total of the minimum fee applicable to each of the client's Eligible Accounts. For additional Eligible Accounts with the same investment objectives and guide- lines, all assets for these Eligible Accounts will be aggregated for fee calculation purposes. For additional Eligible Accounts with different investment objectives and guide- lines: Each account will be charged on the first $1 0 million at the initial breakpoint rate for the appropriate mandate. Any incremental assets over $1 0 million will be aggregated and charged at the incremental rate for the appropriate mandate. Assets invested in commingled funds will be aggregated and charged at the incremental rate for the appropriate mandate. 1 LA1/NB/F/USlEOIlGCAPICOM 1/1/00 For fee aggregation purposes, Eligible Accounts will be aggregated in the following order: balanced, equity-developed markets, convertible, fixed-income- high yield, fixed-income--emerging markets, and fixed-income--developed mar- kets. Unless otherwise requested, the benefit from fee aggregation for clients with multiple accounts will be calculated by comparing total aggregated fees to total unaggregated fees for all Eligible Accounts. The resulting percentage discount will be applied to each Eligible Account's unaggregated fees. If all Eligible Accounts are not denominated in the same currency, the local currency assets of each Eligible Account and the related fees calculated on an unaggregated basis will be converted to a designated base currency using the applicable foreign exchange rate. The total of such fees will be compared to the Eligible Accounts' total aggregated fees. The resulting percentage discount will then be applied to each Eligible Account's unaggregated fee as determined in the applicable currency. - ~~ Fee Discounts and Elimination of Fee Breakpoints The following fee discount will be applied based upon the total aggregated fees: Clients between $1.25 million to $4 million .............. 5% discount Clients between $4 million to $8 million ................. 7.5% discount Clients between $8 million to $12 million ................ 10% discount Clients over $12 million ........................................ 12.5% discount For this purpose, aggregated fees will include all fees from separate accounts, commingled funds, and funds with intemally charged fees managed by Capital Group companies, except for investments in American Funds' mutual funds. The resulting fee discount percentage will be applied to each account's fees (exclud- ing fees related to investments in funds with intemally charged fees). For clients whose total aggregated fees (before discounts) exceed $3 million, fee breakpoints will be eliminated and each account will be charged at the lowest marginal fee rate applicable to the account's fee schedule. To determine the applicable fee discount level and breakpoint elimination threshold, the total aggregated fees for the quarter will be annualized. For this purpose, all local currency fees will be converted to a designated base currency. Fees related to investments in funds with internally charged fees will be estimated by multiplying the quarter end value of the Investment (adjusted on a prorated basis for any contributions or withdrawals during the quarter) by the fund's effective fee. For this purpose, the effective fee will be based on the value of the fund's quarter end assets and the fund's current fee schedule. Applicable discount levels and the elimination offee breakpoints will be effective beginning with the first quarter a discount threshold is exceeded and will remain in effect unless the total fees fall below the discount threshold due to a significant withdrawal of assets. A decline in the market alone will not cause the reinstate- ment of a lower discount level or fee breakpoints. 2 LA 1/NB/F/US/EQ/LGCAP/COM 1/1/00 Valuation For the purpose of the fee calculation, the market value of the securities of the account shall be determined as of the close of business on the last business day of each calendar month as follows: (a) listed securities shall be valued at readily available market quotations which may be the .composite price" or such other market quotations representing the fair market value on the valuation day, or if no sale, at the last reported bid price on a national securities exchange; and (b) unlisted securities shall be valued at readily available market quotations which may be the .composite price" or a quote obtained from a market maker. Shares or units held of any collective, commingled or common trust fund shall be valued at the unit value of the fund coinciding with, or first preceding the valuation day of the account; and (c) all fixed-income securities shall be valued at prices obtained from a recog- nized bond pricing service, or a quote obtained from a market-maker; and (d) if a price cannot be obtained for a security or the above obtained price is not representative of the security's fair value, such security shall be valued at the fair value at which it is expected that it may be resold, as determined in good faith by the Manager; and (e) assets or liabilities expressed in currencies other than the account's base currency will be translated into the account's base currency at the exchange rate prevailing at the time of valuation,