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EMPLOYEES PENSION FUND INVESTMENT ADVISER ~ I I , .; /::-~; , ~ '. ~/l'k.-:'~; .:...','........."..':;:::-\,. < r' ... 4 ~..i,._, ., ';'.:1 -~":;~M: ~.. , I tl'~';;::~~;;. . C I T Y OF CLEARWATER POST OFFICE BOX 4748 CLEARWATER. FLORIDA 33518 June 23, I 982 Aetna Capital Management, Inc. 151 Farmington Avenue Hartford, CT 06 156 RE: City of Clearwater Employees' Pension Fund Gentlemen: The undersigned ("Client") being duly authorized, hereby appoints Aetna Capital Management, Inc. ("Adviser") as investment adviser for such portion of the Plan assets (the "Account") as Client may from time to time determine by written notice to Adviser on the following terms and conditions: I. Authority. Adviser will have the following power and authority with respect to the Account from the effective date as referred to in the attached Schedule of Fees: Adviser will supervise and direct the investments of the Account, subject to such limitations as Client may impose by notice in writing. Adviser, as agent and attorney-in-fact with respect to the Account, when it deems appropriate, without prior consultation with Client, may, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, and (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as Adviser may select. 2. Services of Adviser. By execution of this Agreement, Adviser accepts the appointment of investment adviser and agrees to supervise and direct the investments of the Account in accordance with the investment objectives of Client as communicated to Adviser in writing from time to time. 3. Transaction Procedures. Adviser shall not act as custodian for the account, or under any circumstances have custody or physical control of any assets of the Account, but may issue such instructions to the Custodian as may be appropriate in connection with the settlement of transactions initiated by Adviser pursuant to Paragraph I hereof. Instruction of Adviser to the Custodian shall be made in writing sent by first-class mai I or, at the option of Adviser, orally and confirmed in writing promptly thereafter, and Adviser shall instruct all brokers and dealers executing orders on behalf of the Account to forward to the Custodian copies of all confirmations or average- price-trade reports, as the case may be, promptly after execution of transact ions. f1 /1 ' -:t L':Y L Cl/l c.c~ . C \...., I _ ..,1_ . /, ',' ,.'\ Z<. "., '/' , '1': l ....~ .,' I..;,.) , . I -I-/} , , ....' ,I .~ _ _' "Equal Employment and Affirmative Action Employer" -. .. (c- (y) ~--- I I -2- 4. Records, Reports and Exchange of Information. Adviser will provide Client with such periodic reports concerning the status of the Account as Client may reasonably request. Adviser shall maintain accurate and detailed records of all investments of the Account and of all receipts, disbursements and other transactions hereunder affecting the Account. All such records shall be open at all reasonable times and under reasonable conditions to inspection and audit by any person or persons designated by Client to do so on its behalf. The Client and the Adviser agree to provide to each other such information as the Adviser or the Client, as the case may be, may reasonably request to enable it to carry out its duties, obligations and responsibilities with respect to the Plan. It is agreed, however, that adviser, in the maintenance of its records, does not assume responsibility for the accuracy of information furnished by Client. 5. Confidential Relationship. All information and advise furnished by either party to the other hereunder, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as required by law. 6. Service to Other Clients. It is understood that Adviser performs investment advisory services for various clients. Client agrees that Adviser may give advice and take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Account, so long as the Adviser, to the extent practical, allocates investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. It is understood that Adviser shall not have any obligation to purchase or sell, or to recommend for purchase or sale, for the Account any securities which Adviser, its principals, affiliates or employees may purchase or sell for its or their own accounts or for the account of any other client, if in the opinion of Adviser such transaction or investment appears unsuitable, impractical or undesirable for the account. 7. Allocation of Brokerage. When Adviser places orders for the execution of portfolio transactions for the Account, Adviser may select brokers and dealers for execution of such transactions. In making such a selection, Adviser will, bearing in mind the best interest of the Account, use its best efforts to obtain for the Account the most favorable net price and execution available. The Adviser may, subject to its obligation to use its best efforts to obtain for the Account the most favorable net price and execution available, execute average price transactions, provided a general description of this type of transaction has been provided to the Client by the Adviser. 8. Inside Information. Adviser shall have no obligation to seek to obtain any material non-public ("inside") information about any issuer of securities, or to purchase or sell, or to recommend for purchase or sale, for the Account, the securities of any issuer on the basis of any such information as may come into its possession. 9. Proxies. Adviser will not be required to take any action with respect to the voting of proxies soliciated by or with respect to the issuers of securities in which assets of the Account may be invested from time to time. I I -3- 10. Fees. The compensation of Adviser for its services under this Agreement shall be calculated and paid in accordance with the attached Schedule of Fees. II. Valuation. In computing the market value of any investment of the Account, each security listed on any national securities exchange and for which recent market quotations are readily available shall be valued at the last reported sale price on the principal exchange on which such security is traded, or, if there has been no recent reported sale, at the last reported bid price. Where market quotations are readily available, unlisted securities shall be valued at the current bid price. Any other security or asset shall be valued in a manner determined in good faith by Adviser to reflect its fair market value. 12. Investment Objectives and Restrictions. It will be Client's responsibility to advise Adviser of the investment objectives of the Account and of any changes or modifications therein as well as any specific investment restric- tions applicable thereto and to give Adviser prompt written notice if Client deems any investments recommended or made for the Account to be in violation of such objectives or restrictions, Unless Client notifies Adviser in writing of specific restrictions, the investments made for the Account shall be deemed not to be restricted under the current or future laws of any state or by virtue of the terms of any other contract or instrument purporting to bind CI ient or Adviser. 13. Bond. If required, Adviser agrees to obtain and maintain for the period of this Agreement a bond in the amount as required by law and to include among those covered by such bond Adviser and any of its officers, directors or employees required by law to be so covered. 14. Duties and Liabilities of Adviser. The Adviser shall be an "investment manager," as defined in Section 3(38) of ERISA with respect to the Plan. Adviser shall discharge its duties hereunder at all times with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims. Adviser shall diversify the assets of the Account, subject to any limitations referred to in Paragraph I hereof and any restrictions referred to in Paragraph 12 hereof, so as to minimize the risk of large investment losses, unless under the circumstances it is clearly prudent not to do so. However, it is understood that not all assets of the Plan will be in the Account, and that Adviser shall not be responsible for the overall diversification of the assets of the Plan and shall not be held liable under this Agreement for acts or omissions with respect to assets which have not been entrusted pursuant to this Agreement to its discretionary management. The provisions of this Agreement shall not be interpreted to imply any obligation on the part of the Adivser to observe any standard of care other than as set forth in this Paragraph 14; nor shall the provisions of this Agreement be interpreted to imply any other obliga- tions, or any responsibility or duty, on the part of Adviser other than the obligations, responsibilities and duties imposed upon the Adviser by this Agreement and applicable provisions of law. . ' I I -4- 15. Termination; Assignment. This Agreement may be terminated at any time by either party giving to the other written notice of such termination. Adviser agrees that as soon as it knows or has reason to know that its registration as an investment adviser under the Investment Advisers Act of 1940 may terminate or be terminated, suspended, cancelled or withdrawn it shall immediately notify the Client thereof. If at any time such registration terminates or is suspended, cancelled or withdrawn, this Agreement shall terminate forthwith. Fees paid in advance hereunder will be prorated to the date of termination specified in the notice of termination, and any unearned portion thereof will be returned to Client. No assignment, as that term is defined in the Investment Advisers Act of 1940, of this Agreement shall be made by Adviser without the written consent of Client. 16. Notices. All notices required or permitted by this Agreement shall be deemed given when mailed, certified mail, return receipt requested as follows: If to Client: Jeffrey E. Butler, City Treasurer City of Clearwater P. O. Box 4748 Clearwater, FL 33518 If to Adviser: Aetna Capital Management, Inc. 151 Farmington Avenue Hartford, CT 06156 17. Representations by Client. Client represents and confirms that the appoint- ment of adviser is authorized by the governing documents relating to the Account and that the terms hereof do not violate any obliations by which client is bound, whether arising by contract, operation of law or otherwise, and that this Agreement has been duly authorized by appropriate action and when executed and delivered will be binding upon Client in accordasnce with its terms. 18. Representations by Adviser. By execution of this Agreement, Adviser repre- sents and confirms that it is registered as an investment adviser under the Investment Advisers Act of 1940. With respect to the performance of its duties hereunder with respect to the Account, Adviser acknowledges that it is a "fiduciary" as that term is defined under ERISA. 19. Prohibited Transactions. Client shall provide Adviser with such information as Adviser reasonably deems necessary to comply with ERISA. 20. Governing Law. This Agreement and its performance shall be governed by and construed in accordance with the applicable laws of the United States and, to the extent permitted by such laws, with the laws of the State of Florida (other than laws which limit investments by fiduciaries). . ' " ~t , - =L ~~,~,- ity Clerk ~_.. As to the T rvstees I I -5- City Commission, City of Clearwater, Florida as Trustees of the City of Clearw ployees Pension F '- ~~ r . ~ c I I -6- SCHEDULE OF FEES City of Clearwater Employees' Pension Plan Effective Date: July I, 1982 The fee of Adviser shall be calculated on the basis of the total market value of the assets placed under its supervision as determined as of the close of business on the date preceding the commencement of each successive calendar quarter. Such fee shall be due quarterly in arrears and shall be calculated at the following annual rates: One half of one percent for funds up to $25 million, and three-eights of one percent for funds in excess of $25 million. ~ .. - ~ I I CITY OF CLEARWATER EMPLOYEES' PENSION PLAN Aetna Capital Management Common Stock Investment Goal, Strategy, Performmce Objectives and Securities Selection Criteria Goal: Achieve the highest long-term rate of return consistent with the following investment guidelines. Strategy: The fund will be substantially fully invested, with cash levels usually not exceeding 20%. The target average weighting of cash over each year is 5% to 10%. The investment strategy will emphasize growth companies with high rates of earnings reinvestment, return on equity, and projected growth in earnings per share, and whose common stock is selling at undervalued prices in comparison to the forecasted company earnings potential. (While the long-term objective will emphasize companies with strong growth characteristics, a limited use of income, cyclical and/or defensive stocks as special strategies is authorized as deemed appropriate by the investment manager.) In general, stocks will be purchased for a multi-year holding period, and the target portfolio turnover rate (a sale and a purchase is one transaction) wi II be 30% to 40% per year. It is expected that the fund will be invested in primarily larger capitalization companies (i.e., market value of outstanding common stock exceeding $200 million). Performance Objectives: I. Rate of Return wi II exceed: a. Top 25% of accepted measurement service for all cumulative periods exceeding three years. b. The S & P 500 Stock Index by 200 basis points for all three year periods. c. The S & P Stock Index on a "risk-adjusted" basis net of fee (i.e., have a positive "alpha"). 2. Risk, as measured by the annualized standard deviation of quarterly returns will not exceed the S & P 500 Stock Index. Securities Section Criteria: The portfolio will consist of cash equivalent investment (with maturities of less than one year and with risk characteristics consistent with the fiduciary standards imposed by ERISA requirements) and of common stock of either domestic (i.e., organized under the laws of the United States and any state, territory, or the District of Columbia) or international (i.e., engaged in international business and trade) corporations, provided: a. The corporation is listed on anyone or more of the recognized national exchanges (this criterion is satisfied by OTC stocks listed by NASDAQ); b. Not more than 3% of portfolio market value invested in stock of any one company (valued at cost) without authorization from the City Treasurer; c. Not more than 6% of portfolio market value invested in the stock of anyone company valued at cost; d. Holdings shall not exceed .5% of any company's stock.