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11-17-2003AGENDA PENSION TRUSTEES 11/17/03 AGENDA Board of Trustees of the Employees' Pension Fund November 17, 2003 - 9:00 A.M. 1 - Call to Order 2 -Approval of Minutes: 10/13/03 3 - Request for acceptance into membership: Pasquale Calabrese, Joel Conklin, Frank McCollister, Freda Dixon, Billie Kirkpatrick, Verl Emrick, John Stone, Lynne Johnson, Robert Lane, Suzanne Wakefield, Charles Thornton, Niki Cushing, Sherry Watkins, Christianna Kretschmann, Robert Reagan. 4 - Regular Pension(s) to be granted: Ezekiel Taylor, John Richter, and Kenneth Emerson. 5 - Approve the contract with Dodge & Cox as fixed income managers for the Employee's Pension Plan. 6 - Other Business 7 - Adjourn 1 City Commission Clearwater Agenda Cover Memorandum Tracking Number: 273 Actual Date: 11/20/2003 Subject/ Recommendation: Accept the employees listed below into membership in the City of Clearwater Employees' Pension Plan. Summary: Pension Elig. Name, Job. Class, & Dept./Div. Hire Date Date Pasquale Calabrese, Police Officer/Police 5/19/03 5/19/03 Joel Conklin, Gas Technician I/Gas 8/25/03 8/25/03 Frank McCollister, Gas Technician I/Gas 8/25/03 8/25/03 Freda Dixon, Recreation Programmer/Parks& Recreation 8/25/03 8/25/03 Billie Kirkpatrick, Library Assistant/Library 12/18/01 8/23/03 * Verl Emrick, Planner II/Planning 9/8/03 9/8/03 John Stone, Fleet Mechanic/Solid Waste/General Services 9/8/03 9/8/03 Lynne Johnson, Utilities Chemist/Public Utilities 9/8/03 9/8/03 Robert Lane, Field Service Rep./Customer5ervice 9/8/03 9/8/03 Suzanne Wakefield, CUSt. Ser. Coord./Customer Service 9/8/03 9/8/03 Charles Thornton, Parks Service Tech. I/Parks &Rec. 11/21/02 9/8/03 ** Niki Cushing, Field Service Rep./CustomerService 9/17/03 9/17/03 Sherry Watkins, Development Review Tech. I/Dev.Ser. 10/9/00 8/25/03 Christianna Kretschmann,Drafting & Mapping Tech./Eng. 9/22/03 9/22/03 Robert Reagan, Parks Service Supv.I/Parks & Recreation 9/22/03 9/22/03 originally hired as part-time on 12/18/01; status changed to full-time and pension eligible as of 8/23/03. 1,4 originally hired as temporary on 11/21/02; status changed to full-time and pension eligible as of 9/8/03. * ' » originally hired on 10/9/00; resigned and withdrew pension contributions; withdrew resignation and returned to work effective 8/25/03. Originating: Human Resources Section Consent Agenda Ctecoy_: Other Public Hearinci: No Finanrial In(nrniatinn: Vie: Other Bid Re uired? No Bid Exceptions: Impractical to Bid C City Commission Clearwater -_ Agenda Cover Memorandum TJ_acking_Number: 272 Actual Date: 11/20j2003 Subject./ Recommenclation: Ezekiel Taylor, Solid Waste Department; John Richter, Public Works Departr7lent; and Kenneth Emerson, Public Utilities Department, be granted regular pensions under Section(s) 2.393 and 2.397 of the Employees' Pension Plan as approved by the Pension Advisory Committee. Summary: Ezekiel Taylor, Solid Waste Equipment Operator, Solid Waste Department, was employed by the City on September 26, 1973, and his pension service credit is effective on that date. His pension will be effective October 1, 2003. Based on an average salary of approximately $38,304 per year over the past five years, the formula for computing regular pensions, and Mr. Taylor's selection of the 1000/0 Joint & Survivor Annuity, this pension will approximate $31,082 annually. John Richter, Senior Planner, Public Works Department, was employed by the City on July 5, 1977, and his pension service credit is effective on that date. His pension will be effective November 1, 2003. Based on an average salary of approximately $61,250 per year over the past five years, the formula for computing regular pensions, and Mr. Richter's selection of the 100% Joint & Survivor Annuity, this pension will approximate $43,047 annually. Kenneth Emerson, Wastewater Treatment Plant Operator C, Public Utilities Department, was employed by the City on December 6, 1973, and his pension service credit is effective on that date. His pension will be effective January 1, 2004. Based on an average salary of approximately $37,867 per year over the past five years, the formula for computing regular pensions, and Mr. Emerson's selection of the 50% Joint & Survivor Annuity, this pension will approximate $29,466 annually. These pensions were approved by the Pension Advisory Committee on October 9, 2003. Section 2.393 (p) provides for normal retirement eligibility when a participant has reached age 55 and completed twenty years of credited service, has completed thirty years of credited service, or has reached age 65 and completed ten years of credited service. Mr. Richter qualifies under the 20 years of service and age 55 criteria. Mr. Taylor qualifies under the 30 years of service criteria. Mr. Emerson qualifies under the 20 years of service and age 55 and 30 years of service criteria. Ori inating_ Human Resources Section Consent Agenda Category: Other Public Hearing: No Financial Infnrm at inn: Ty pg. Other Bid_Required7 No City Co m mission .Clearwater Agenda Cover Memorandum Tracking Number: 270 Actual Date: 11/20/2003 Subject / Recommendation: Approve the contract with Dodge & Cox as fixed income managers for the Employee's Pension Plan and authorize the appropriate officials to execute same. Summar: This is a Trustee agenda item for the 11-17-03 meeting. The Trustees previously authorized Callan Associates to conduct a search for a fixed Income manager. The following is a list of fixed income managers that Callan recommended to the Investment Committee: 1. Dodge & Cox (D&C) 2. Western Asset Management Co. (WAMCO) 3. Pacific Investment Management Co. (PIMCO) Baird Advisors Banc One Investment Advisors Black Rock Barrow, Handley, Mewhinney & Strauss, Inc Deutsche Asset Management Evergreen Investments Hartford Investment Management Co. Richmand Capital Management Weiss, Peck & Greer Wells Capital Management After reviewing the information provided on the above managers, the Investment Committee ranked the managers and conducted interviews with the top three firms listed above. Based upon the interviews, Dodge & Cox and Western Asset Management were ranked as the top two firms. Representatives from the Investment Committee visited the top two managers. Dodge & Cox is a bit more conservative in their Investment style and the committee felt that Dodge & Cox fit better into our goals and objectives. The Investment Committee recommends to the Trustees that they hire Dodge & Cox. The Investment Committee recommends that Dodge & Cox be funded at $75 million with the funds coming from the Northern Trust Lehman Index Fund. The Northern Trust Lehman Index Fund is where the funds were placed after the termination of EPW and Sirach. Dodge & Cox charges a money management fee based upon the amount invested and will result in the fee of .25 of 1% for $75 million. Additonal amounts about the $75 million will be charged at .15% of 1% up to a total $135 million. We estimate the fees to be approximately $200,000 annually and will vary based upon the market value of the funds managed. This fee Is consistent with Industry norms. Klausner and Kaufman, the Plan's Attorney's have review the contract. City Commission :mater Agenda Cover Memorandum Originating: Finance Section Consent Agenda Category: Agreements/Contracts - with cost Public Hearing: No Financial Information: Typg;. Operating Expenditure Bid Required? No Bid Numbers: Callan Bid Exceptions: Other Other Contract? Callan Associates perfomred the manager search In Current Year Budget? Yes Budget Adjustment: No Current Year Cost: $200,000.00 Annual Operating Cost: $200,000.00 Approeriations Code Amount Appropriations Comment 646-07410-530100-585-000 $200,000.00 Review Approval Tina Wilson 10-21-2003 16:22:11. Cvndie Goudeau 11-12-2003 09:37:23 Bill Horne 11-10-2003 11:51:08 Pam Akin 10-22-2003 12:15:51 Garry Brumback 11-06-2003 17:16:18 DODGE & COX INViS111ENT MANAGERS SAN MANCISCO INVESTMENT MANAGEMENT AGREEMENT Dodge & Cox, a California corporation ("we" or "us"), agrees to manage investments for the City of Clearwater ("you") on the following terms: OurAppointment 1. You appoint us to manage an investment account for you effective when we and you have both signed this agreement. We will manage the securities and/or cash for you held in an account by your designated custodian or trustee ("Custodian"). We will confirm to you or your agent the securities and/or cash under management in the account. You or the Custodian for your account will promptly notify us in writing of any increase or reduction in the amount of your account's assets subject to our investment discretion. OurServices 2. We will make all decisions to buy, sell or hold securities, cash or other investments for your account in our sole discretion and without first consulting you. You give us full power and authority to cant' out these decisions by giving instructions, on your behalf, to brokers and dealers and the Custodian for your account. You also authorize us to provide a copy of this agreement to any broker or dealer with or through which transactions for your account are to be effected as evidence of our authority under this agreement. Your investment objectives and any special instructions or limits that you want us to follow in managing your account are written on Schedule B. You will let us know in writing if you want to change our instructions. You also will let us know if your financial circumstances or investment objectives change in a way that should cause us to change how we are managing your account. We acknowledge that we have read and fully understand your investment policy and the limitations and prohibitions regarding investments contained therein. In the event that we should purchase any security in violation of your investment policy and as a result of any sale thereof realize a loss as measured by the initial purchase price of the security, we shall make you whole for any such losses. Transactions for 3. We will arrange for securities transactions for your account to be executed through YourAccount brokers or dealers that we believe will provide best execution for you. In choosing a broker or dealer, we will consider the broker or dealer's execution capability, reputation and access to the markets for the securities being traded for you. We will seek competitive commission rates, but not necessarily the lowest rates available. Consistent with obtaining best execution, we also may place transactions for your account to brokers who provide research services to us and who may charge higher commissions than other brokers. These research services may be of use to us in managing assets other than your account. If we decide to purchase or sell the same securities for you and for other clients at about the same time, we may combine your order with orders of other clients to allow us to negotiate better prices or lower commission rates and.other transaction pf/word lmm/agreementmaster/ncrisi n I DODGF. & COX [NVF M1ENT MANAGERS SAN FRANCISCO) charges than we could get for your order alone. If we do this, we will allocate securities to your account in accordance with our established procedures. If we cannot fill all the combined orders at prices or for transaction charges that we believe are desirable, we will allocate the securities we do buy or sell as part of the combined orders by following our order allocation procedures. If you instruct us in writing to use particular brokers or dealers to execute transactions for your account, we will do so, but we will not seek better execution services or prices for you from other brokers or dealers and you may pay higher prices or transaction costs as a result. We also may not be able to seek better execution services for you by combining your orders with other client orders. Additions and 4. You may make additions to your account at any time. You may withdraw account Withdrawals assets upon notice to us, subject to the usual and customary securities settlement procedures. Investments in 5. If Schedule B authorizes us to purchase, sell or reinvest in shares of a Dodge & Cox Dodge & Cox mutual fund ("Dodge & Cox Fund") for your account, you acknowledge that you Mutual finds have received and read the Fund's current prospectus ("prospectus") and are aware of the various management fees and expenses which will be incurred through that investment. Should there be any material change to the prospectus, we will provide you with a new one when available. You have been informed about and understand our advisory relationship with the Dodge & Cox Fund; the Dodge & Cox Fund pays an advisory fee to us in connection with that relationship; and that the advisory fees otherwise payable under this agreement to us will be reduced in accordance with Schedule A by the account's managed investment in the Dodge & Cox Fund. CustDdy of Your 6. Your account assets will be held by the independent Custodian you have chosen. Account Assets We will not have custody of any of your assets in your account. You will pay the fees of the Custodian. You give us authority to instruct the Custodian, on your behalf, to purchase, sell, redeem or exchange any security, cash or other investments for your account. You will instruct the Custodian to send you monthly statements showing the assets in and all transactions for your account during the month, and to provide us with copies of those statements. Reports We Will 7. We will provide you written confirmations of transactions and quarterly statements Provide to You showing the assets in your account, cost, income rate and current market value at quarter end. We shall provide you with monthly and quarterly statements of the status of the Account, including performance figures for the month. In addition, we shall provide quarterly written reviews of the performance of the Account, presented in person to you semi-annually, using the most recently published performance presentation standards of A1MR, and such other periodic reports or information as you may reasonably request. All performance reports shall be net of all fees and transaction costs and shall be time weighted. 2 pf/word/tmnVagrccmcn/masicr/ncrisin I DODGE. & Cox INVFS IMENT MANAGERS SAN FRANCISCO Our Fees 8. The fees you will pay for our services will be a percentage of the market value of the assets in your account on the last trading day of each calendar quarter. Our fee schedule, which may be amended upon written notice to you, is shown on Schedule A. Our fees are payable at the end of each quarter for our services in the prior three months. In any partial quarter, our fees will be prorated based on the number of days that we managed your account. If we buy shares of mutual funds (except any Dodge & Cox Fund) or other pooled cash management funds for you, they will be included in calculating the value of your account when we determine our fees. You should understand that the same assets will also be subject to additional advisory and other fees and expenses (which are described in the prospectuses or similar documents of those funds) paid by the funds but ultimately bome by the investor. Please indicate below how you wish to pay our fees (if left blank, we will assume that the first option is selected): 0 The Custodian will deduct from your account and pay us our fees each quarter after we submit a bill to the Custodian. We will send you and the Custodian at the same time a bill showing the amount of our fees, the account value on which we based our fees, and how we calculated our fees. You are responsible for verifying fee computations since custodians are not typically asked to perform this task. The Custodian will send you a quarterly statement showing all amounts paid from your account, including our fees. ® You wish to be billed directly by us and will pay our fees within 30 days of receiving our bill. How We will Value 9. Securities or other investments in your account will be valued in a manner that we the Investments believe in good faith reflects their fair market value. on the valuation date. Such valuation may include the closing price listed on a national securities exchange or on NASDAQ, pricing services or other sources as we deem appropriate. Confidentiality 10. Except as you otherwise agree or as is required by law, we will keep confidential all information concerning your identity, financial affairs or investments. OurOtber 11. We manage investments for other clients and may give them advice or take actions Accounts for them, for our own accounts, or for accounts of persons related to us, that is different from the advice we give you or actions we take for you. We are not obligated to buy, sell or recommend for you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we advise. We will seek to allocate investment opportunities believed appropriate for your account and other accounts advised by us among such accounts equitably and consistent with the best interests of all accounts involved. But, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. pf/word trnm'specmen'muter/raisin I 3 tx)DC:F. & COX I.\ 1'F:ti 1T1F.N I' INA NA(:FFeS SAN M%N('lS('O If we obtain material, non-public infornation about a security or its issuer that we may not lawfully use or disclose, we will not disclose the information to you or use it for your benet It. Risk 12. We cannot guarantee the future performance of your account, promise any specific level of perlbrinance or promise that our investment decisions, strategies or overall management ol'your account will be successful. The investment decisions ?k e will make for you are subject to various market, currency, economic, political and business risks, and will not necessarily be profitable. In managing your account, we will not consider any other securities, cash or other investments you own unless you have told us to do so in your written instructions to us on Schedule 11. Except as may otherwise he provided by law, we will not be liable to you for any loss (i) that you may sull'er as it result of our good titith decisions or actions where we exercise the degree of care, skill, prudence and diligence that a prudent person acting in a fiduciary capacity would use; (ii) caused by following your instructions; or (iii) caused by the Custodian, any broker or dealer to which we direct transactions for your account or by any other person. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and this agreement does not waive or limit your rights under those laws. Legal Actions 13. Unless we otherwise agree, %se will not lie expected or required to take any action other than providing investment-related advice with regard to any legal proceedings, including bankruptcies or class actions, involving securities held or formerly held in your account or the issuers of those securities. Proxy Voting 14. We will vote all proxies fbr securities held lbr your account. You agree to instruct the Custodian to promptly send its all proxies and related shareholder communications for the securities held in your account. Term of Tlris 15. This agreement will continue in effect until we cancel it by giving thirty (30) days Agreement prior written notice to you or you giving us ten (10) days prior written notice. Termination of this agreement will not affect (i) the validity of any action we have previously taken; (ii) your or our liabilities or obligations fix transactions started before termination; or (iii) your obligation to pay our fees through the date of termination. Upon termination, we will have no obligation to recommend or take any action with regard to the securities, c(rsh or other investments in your account. Representations 16. By signing this agreement, you represent and confirm (i) that you have full power and authority to enter into this agreement, (ii) that the terms of this agreement do not violate any obligation by which you arc bound, whether arising by contract, operation of law, or otherwise, (iii) that this agreement has been duly authorized and will be binding upon you in accordance with its terns, and (iv) if this agreement is being signed on behalf of a corporation, partnership, trust or other business or legal entity, you represent that applicable law and governing documents authorize and permit this agreement. If this agreement is entered into by a trustee or other fiduciary, you agree to provide us with copies of the governing instruments 4 pfword tmm'ngmcmen/mastcrr ncrisi n 1 IX)Dr.V A MIX 1*%*NTS TENT NIANACEWS SAN FRANCISCO authorizing establishment of your account. You undertake to advise us of any material change in your authority or the propriety of maintaining your account. We represent to you that we are registered as an investment adviser under the Investment Advisers Act of 1940 ("Advisers Act") and we are authorized and empowered to enter into this agreement. We agree to maintain our registration under the Adviser's Act during the term of this Agreement. Your Death or 17. If you are a natural person, your death, disability or incompetency will not Disability automatically terminate or change the terms of this agreement. However, your executor, trustee, guardian, attorney-in-fact or other authorized representative may cancel this agreement by giving written notice to us. Non-Assignability 18. 't'his agreement may not be assigned (within the meaning of the Advisers Act) by you or us except in writing signed by both you and us. Governing Law 19. In any action arising under this Agreement venue shall lie in state court in Pinellas County, Florida. Should tiny action be necessary to enforce the terms of this Agreement, the prevailing party shall be made whole, including any costs and legal fees. However, nothing in this agreement will be construed contrary to the Advisers Act or any rule or order of the Securities and Exchange Commission under the Advisers Act. Nodees20.You may send notices or other information to us in person, by U.S. mail, overnight courier or facsimile transmission (with a hard copy sent by U.S. mail) at the address shown below or another address we give you in writing. We will send reports and notices to you in person, by U.S. mail or overnight courier or by facsimile transmission (with a hard copy sent by U.S. mail) at the address shown below or another address that you give us in writing. If to us:Dodge & Cox One Sansonme Street, 351i Floor San Francisco, CA 94104 Attention: Dana M. Emery Telephone: 415.981.1710 Facsimile: 415.986.1192 Copy to: Thomas M. Mistele, General Counsel If to you: Finance Director City ofCletuwatcr P.O. Box 4748 Clearwater, FL 337584748 Telephone: 727.562.4534 Facsimile: 727.562.4535 Counterparts 21. This agreement may be executed in any number of counterparts, each of which will be decanted an original, but all of which together will constitute one and the same agreement. pfhvord,bnmlagreemen/magcr/ncrisin 1 5 1x0UGF & COX IN V F_ti IMENT NANAGFRS SAN FRAN(TWO Miscellaneous 22. If any provision of this agreement is or becomes inconsistent with any applicable law or rule, the provision will be deemed rescinded or modified to comply with such law or rule. In all other respects this agreement will continue in full force and effect. No term of this agreement may be waived or changed except in writing signed by both you and us. Failure to insist on strict compliance with this agreement or with any of its terms or any continued conduct will not be considered a waiver by either you or us of our rights under the agreement. This agreement contains the entire understanding between you and us regarding your account. Non-Discrimination 23. We shall not discriminate in our employment practices during the term of this Agreement on the basis of race, creed, color, sex, age, physical handicap, marital status or national origin. Prohibition Against 24. We warrant that we have not employed or retained any company or Contingent Fees person, other than a bona fide employee working solely for Dodge & Cox, to solicit and secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Dodge & Cox, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. Errors and 25. We shall for the term of this Agreement maintain an errors and omissions Omissions Insurance insurance policy sufficient to compensate you for any losses resulting from violations of law, misrepresentations, or violation of any fiduciary duty. We shall furnish you with proof of our errors and omissions insurance as well as a blanket fidelity bond, satisfying the requirements of section 412 of ER1SA and applicable to you and your agents, servants and employees. Audits 26. It is agreed that upon notice of five (5) business days, you may audit all of our records that relate to this Agreement. Such audit shall be conducted during business hours. Disclosure 27. We agree to disclose, in writing, within 10 business days, if we become the subject of an investigation by the Securities and Exchange Commission for alleged breach of federal securities laws, any investigation by the U. S. Department of Justice for allegations relating to violation of federal securities laws or related allegations of fraud, or if we are named as the defendant in any civil action alleging fraud, negligence or breach of fiduciary responsibility. Key Personnel 28. Any portfolio manager assigned by us to performance under this Agreement may not be removed by us without notice to you. Disclosure 29. You have received and reviewed a copy of Part 11 of our Form ADV, as well as a Statement copy of this agreement and our Privacy Notice, at least 48 hours prior to executing this agreement. You have the right to terminate this agreement without penalty within five business days after entering into this agreement. 6 pf/word imm'agreementmaster/naisi n 1 DODGE & COX [NVFSTMENT MANAGERS SAN FRANCISCO By our signatures, the parties agree to the terms of this agreement on this day of October, 2003. CITY OF CLEARWATER By: Name: Title: DODGE & COX By: p f/wordhmmlagr"rmn/mastedncrisin I Dana M. Emery Senior Vice President 7 DODGF & COX INVFS"IMENT SIANAGERS SAN FRANCISCO SCHEDULE A INVESTMENT ADVISORY FEES RE: City of Clearwater Account No. 3882 Date: October , 2003 Investment Advisory Fees. Dodge & Cox's annual ices for services provided under this agreement will be as follows: Fixed Income Account Assets Fees First $10 million .40 of 1% Next $25 million .30 of 1% Next $25 million .20 of 1% Next $65 million .15 of 1% Next $575 million .12 of 1% Thereafter .10 of 1% DOUGF; & COX LNvFsr1tLYr MANAGERS SAN MANCISCO SCHEDULE B RE: City of Clearwater Account No. 3882 Date: October , 2003 Investment Restticdonss and Guidelines. The investment restrictions and guidelines to be followed by Dodge & Cox in managing your account are set forth below. Income Account It is our understanding that the attached "Core Fixed-Income Guidelines and Restrictions" dated October , 2003 shall apply to your account.