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HomeMy WebLinkAboutR-82-0149RESOLUTION NO. 8 2 s 1 4 9 A RESOLUTION RATIFYING, APPROVING AND CONFIRMING 4 ATTACHED INVESTMENT ADVISORY AGREEMENTS BETWEEN THE BOARD OF TRUSTEES OF THE MIAMI CITY EMPLOYEES' RETIREMENT SYSTEM AND 4 DESIGNATED INVESTMENT MANAGERS THEREBY PROVIDING INVESTMENT MANAGEMENT SERVICES TO SAID SYSTEM, USING MONIES THEREFOR PREVIOUSLY APPROPRIATED FOR THE OPERATION OF SAID SYSTEM. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The attached investment advisory agreements between the Board of Trustees of the Miami City Employees' Retirement System and the following 4 firms are hereby ratified, approved and confirmed thereby providing investment management services to said System, using monies therefor previously appropriated for the operation of said System: Alliance Capital Management Corporation Bankers Trust Company Invesco Capital Management, Inc. Kemper Financial Services Inc. PASSED AND ADOPTED this 11 day of FEBRUARY ATTEST: RAL G . 01 GIE CITY CLERK PREPARED AND APPROVED BY: ROBERT F. CLARK DEPUTY CITY ATTORNEY APPR-aV.ZD AS TO FO GEORG F. KNOX, JR. CITYfAjrTORNEY MAURICE A. FERRE M A Y 0 R ORRECTNESS: , 1982. CITY COMMISSION MEETING OF F E B 1 1 1982 82-14 RESOU=N NO..........e.;...." REMAfM -we"............been.... INVESTMENT ADVISORY AGREEMENT AGREEMENT, made this day of ,�C: , �:_ �i ► ' 1981, by and between The Board of Trustees ("Trustees") of The Miami City Employees' Retirement System (" tem") and Alliance Capital Management Corporation, Dal ^a.'j �Xas�;� ("General Investment Advisor") .r WITNESSETH: ��..198, WHEREAS, The Miami City Employees Reti�t�7.'•tea� System Trust is an irrevocable Trust established by Ordinance, effective January 1, 1940; and WHEREAS, the City Commission of the City of Miami appointed by Ordinance No. 8207, dated November 21, 1973, a Successor Trustee known as the Board of Trustees of The Miami City Employees' Retirement System to administer the Trust previously created by Ordinance; and WHEREAS, Section 7 of Ordinance No. 8207, a copy of which is attached as Exhibit A, authorizes the Trustees to appoint and designate investment advisors to manage portions of the Trust Fund; and WHEREAS, the Trustees have heretofore designated and the Commission of the City of Miami, Florida has approved the designation of Alliance Capital Management Corporation, Dallas, Texas, as a General Investment Advisor to manage a portion of Trust assets, pursuant to the investment objectives and guidelines adopted by the Trustees; NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Trustees and the General Investment Advisor agree as follows: 1. The Trustees hereby appoint Alliance Capital Management Corporation, Dallas, Texas, as a General Investment Advisor, pursuant to the appointing Ordinance with respect to that portion of the assets of the Trust Fund set forth LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 8i ^ y A (1 `� 1 `t a7 0 . a a on the schedule attached hereto as Exhibit B, which assets collectively shall be identified as The Miami City Employees' Retirement System -- Alliance Capital Management Account (hereinafter referred to as the "Account") upon the records of the Trustees and the General Investment Advisor. The Trustees shall have the right to add to and withdraw assets from the Account upon written notice to the General Invest- ment Advisor. 2. During the term of this Agreement, the General Investment Advisor shall manage the investment of the Account consistent with the provisions of the authority delegated to the Trustees, pursuant to the "Investment Authority" contained in Section 7, of the appointing ordinance. The General Investment Advisor is authorized to invest, sell and reinvest the assets of the Account, including all income, proceeds and additions accruing thereto in any and all stocks, bonds, debentures, notes, equipment trust certificates, investment trust certificates, certificates of indebtedness, acceptances, bills of exchange, treasury bills, savings bank deposits and commercial paper, provided, however, that the General Investment Advisor shall strictly comply with each and every condition and specification set forth by the Trustees in their "Investment Objectives and Guidelines" which are attached to this Agreement as Exhibit C. The Trustees by resolution may amend or clarify their "Investment Objectives and Guidelines" from time to time and shall commu- nicate any such amendments in writing to the General Investment Advisors. Such amendments or clarifications shall be strictly adhered to by the General Investment Advisor as if they were a part of the original "Investment Objectives and Guide lines. " 3. The General Investment Advisor is not authorized to take physical possession of the assets of the Account and a custodian (the "Custodian") designated by the Trustees, - 2- LAW OFFICES OF EDMOND J. GONG . 8555 SUNSET DRIVE 9 MIAMI. FLORIDA 33143 "i 2 - 1 4 9 subject to the approval of the City Commission of the City of Miami, shall have sole responsibility for holding and safekeeping such assets. The Trustees shall authorize the Custodian to make settlement of purchases and sales of such assets upon orders placed by the General Investment Advisor, pursuant to the Custodian's established operating procedures. 4. Upon receipt of timely notice from the Trustees, the General Investment Advisor shall exercise all rights, powers, and privileges incidental to ownership of the assets in the Account, such as subscription, conversion and proxy rights. Documents required in connection with the exercise of such rights, powers and privileges shall be executed in blank by the Trustees and mailed with such notice to the General Investment Advisor, and the General Investment Advisor shall take such action with respect thereto as it may deem appropriate. 5. All of the General Investment Advisor's notices and directions under this Agreement to the Trustees shall be in writing. An officer of the General Investment Advisor shall from time to time certify to the Trustees the name or names of the person or persons authorized to act for the General Investment Advisor, and shall furnish to the Trustees a specimen of their signatures. Any individual so certified shall be deemed to be the General Investment Advisor's authorized representative. When any individual so certified shall cease to have such authority, the General Investment Advisor shall promptly notify the Trustees, but until such notice is received by the Trustees, such individual shall continue to be an authorized representative. 6. All of the Trustees' notices and directions to the General Investment Advisor shall be in writing signed by the Chairman or the Vice Chairman, and attested by the Secretary. The General Investment Advisor shall be entitled -3- LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 `3 0 0 to rely conclusively upon any such written instrument received by it, and shall act and shall be fully protected in acting in accordance therewith. From time to time the Trustees will furnish the General Investment Advisor with evidence of the appointment and termination of office of the Trustees and of successors to such Trustees. The Trustees agree to notify the General Investment Advisor of any amendments to the appointing Ordinance. 7. The Trustees shall arrange to provide the General Investment Advisor with such periodic reports concerning the status of the Account as the General Investment Advisor may reasonably request from time to time. The General Investment Advisor shall provide the Trustees with such periodic reports concerning the status of the Account as the Trustees may reasonably request from time to time, but in no event shall reports be provided less than quarterly. The General Investment Advisor shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions involving the trust property and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by the City of Miami, the Trustees or persons designated by the Trustees. 8. The General Investment Advisor shall not be liable for the making, retention or sale of any investment or reinvestment made by it as herein provided nor for the making of recommendations as to investments as herein provided nor for any loss to or diminution of the property in the Account, except such as is due to its own negligence, willful misconduct, or "lack of good faith. The General Investment Advisor shall not be responsible for any loss incurred by reason of any act or omission of any broker, the Custodian or the Trustees, unless such loss is due to the General Investment Advisor's own negligence, willful misconduct or lack of good faith. -4- LAW OFFICES OF EDMOND J. GONG . 8585 SUNSET DRIVE . MIAMI, FLORIDA 33143 I 8 2 _ 1 4 9 el a 9. The General Investment Advisor shall be compensated for its services hereunder in amounts calculated in keeping with the schedule attached hereto as Exhibit D. The Trustees shall compensate the General Investment Advisor from funds provided and appropriated by the City of Miami for operation of the System. 10. This Agreement shall continue until modified or terminated. It may be modified at any time upon mutual written agreement of the Trustees and the General Investment Advisor and may be terminated unilaterally at any time by the Trustees or the General Investment Advisor upon thirty (30) days written notice or upon such lesser period of notice as may be mutually satisfactory. Expenses incurred by the General Investment Advisor for services rendered subsequent to the termination of this Agreement will be compensated for at the rate and in the manner specified in Paragraph 9 above. 11. This Agreement is executed and delivered in the State of Florida and shall be governed by the laws of the State of Florida as to validity and construction. 12. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors of the parties hereto. 13. No agreement or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement•of the change, waiver, discharge or termination is sought. 14. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- LAW OFFICES OF EDMOND J. GONG . 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 8 2 ` 1 't ) r BOARD OF TRUSTEES MIAMI CITY EMPLOYEES' RETIREMENT SYSTEM By f J t (Seal) B�,� tom( 'I � .�, '_ _ (Seal) d Plummer, Jr. , 6hpeirman Edward Jar ko B (Seal) By (Seal) ar ern ei Donald March i 1 B \ (Seal) By '��,,� % (Seal) u C r er ; mph McC f � ti al By f�,vc d '/!!; _ .'-a `.,,< (Seal) By Kenneth Harrison Aurelio -Perez -Lug s ATTEST: B�'�;' ��lf_ �<< (Seal) Robert Weilbacher Elena Rodrigueq Administrator Witnesses as to Trustees: � �11i` v ATTES i ���yL?�� I(/ Secretary ALLIANCE CAPITAL MANAGEMENT CORPORATION General Investment Advisor By (Corporate Seal) Witnesses as to General Investment Advisor: LAW OFFICES OF EDMOND J. GONG • 6585 SUNSET DRIVE • MIAMI, FLORIDA 33143 82-149 0 El 7) INVESTMENT OBJECTIVES AND GUIDELINES The Board of Trustees of the Employees' Retirement System, to Effectively Manage the Investment Process in its Broadest Sense, Have Establ-ished the Following Basic Precepts: 1. To establish an appropriate statement of investments and objectives. 2. To select appropriate investment managers to execute the Board's stated investment policy and objectives. 3. To adequately monitor the investment activities of the investment managers. And the Following Goals: 1. Retain 4 money managers with funds divided among money managers on an approximately equal basis. 2. Managers to compete on the same basis, being able to invest in money market, bonds, and equities. 3. Limit stocks to 60% with no upper limit on bonds or cash, except that bonds must have at least an "A" rating. 4. Continue quarterly reports; Rate managers against each other (and against the NYSE index): Managers to state objectives and projections. 5. Restrict stock purchases to companies which have 4 million or more shares. Limit holdings of one stock to no more than 3% company's holdings or 10% of the money manager's share of the funds, whichever is lesser. 6. Continual evaluation period with removal for bad performance. 7. Establish a minimum goal of overall average yearly earnings of 15%, with performance within the top 25% of DeMarche Associates' (asset management evaluator) universe. 8. Managers shall submit plan for board approval before any initial or radical change. 10/14/81 EXHIBIT C 82-149 FEE SCHEDULE The annual fee schedule for assets under investment supervision by the General Investment Advisor is as follows: .25 of 1% on the first $5,000,000 .20 of 1% on the next $20,000,000 .15 of 1% on the balance Fees are billable quarterly at one-fourth the annual rate on the market value of the assets of the previous quarter. EXHIBIT D 62-149 Lo r A* U INVESTMENT ADVISORY AGREEMENT AGREEMENT, made this 24 day of �� ► 1981, by and between The Board of Trustees ("Trustees") of The Miami City Employees' Retirement System ("System") _ and Bankers Trust Company, a New York Corporation, ("General Investment Advisor"). WITNESSETH: WHEREAS, The Miami City Employees' Retirement System Trust is an irrevocable Trust established by Ordinance, effective January 1, 1940; and WHEREAS, the City Commission of the City of Miami appointed by Ordinance No. 8207, dated November 21, 1973, a Successor Trustee known as the Board of Trustees of The Miami City Employees' Retirement System to administer the Trust previously created by Ordinance; and WHEREAS, Section 7 of Ordinance No. 8207, a copy of which is attached as Exhibit A, authorizes the Trustees to appoint and designate investment advisors to manage portions of the Trust Fund; and WHEREAS, the Trustees have heretofore designated and the Commission of the City of Miami, Florida has approved the designation of Bankers Trust Company, New York, New York, as a General Investment Advisor to manage a portion of Trust assets, pursuant to the investment objectives and guidelines adopted by the Trustees; NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Trustees and the General Investment Advisor agree as follows: 1. The Trustees hereby appoint Bankers Trust Company, New York, New York, as a General Investment Advisor, pursuant to the appointing Ordinance with respect to that portion of the assets of the Trust Fund set forth LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAM1, FLORIDA 33143 y 4 9 �i �1 10 subject to the approval of the City Commission of the City of Miami, shall have sole responsibility for holding and safekeeping such assets. The Trustees shall authorize the Custodian to make settlement of purchases and sales of such assets upon orders placed by the General Investment Advisor, pursuant to the Custodian's established operating procedures. 4. Upon receipt of timely notice from the Trustees, the General Investment Advisor shall exercise all rights, powers, and privileges incidental to ownership of the assets in the Account, such as subscription, conversion and proxy rights. Documents required in connection with the exercise of such rights, powers and privileges shall be executed in blank by the Trustees and mailed with such notice to the General Investment Advisor, and the General Investment Advisor shall take such action with respect thereto as it may deem appropriate. 5. All of the General Investment Advisor's notices and directions under this Agreement to the Trustees shall be in writing. An officer of the General Investment Advisor shall from time to time certify to the Trustees the name or names of the person or persons authorized to act for the General Investment Advisor, and shall furnish to the Trustees a specimen of their signatures. Any individual so certified shall be deemed to be the General Investment Advisor's authorized representative. When any individual so certified shall cease to have such authority, the General Investment Advisor shall promptly notify the Trustees, but until such notice is received by the Trustees, such individual shall continue to be an authorized representative. 6. All of the Trustees' notices and directions to the General Investment Advisor shall be in writing signed by the Chairman or the Vice Chairman, and attested by the Secretary. The General Investment Advisor shall be entitled - 3- LAW OFFICES OF EDMOND J. GONG • 6585 SUNSET DRIVE 9 MIAM1, FLORIDA 33143 - 1 t1 9 It 04 to rely conclusively upon any such written instrument received by it, and shall act and shall be fully protected in acting in accordance therewith. From time to time the Trustees will furnish the General Investment Advisor with evidence of the appointment and termination of office of the Trustees and of successors to such Trustees. The Trustees agree to notify the General Investment Advisor of any amendments to the appointing Ordinance. 7. The Trustees shall arrange to provide the General Investment Advisor with such periodic reports concerning the status of the Account as the General Investment Advisor may reasonably request from time to time. The General Investment Advisor shall provide the Trustees with such periodic reports concerning the status of the Account as the Trustees may reasonably request from time to time, but in no event shall reports be provided less than quarterly. The General Investment Advisor shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions involving the trust property and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by the city of Miami, the Trustees or persons designated by the Trustees. 8. The General Investment Advisor shall not be liable for the making, retention or sale of any investment or reinvestment made by it as herein provided nor for the making of recommendations as to investments as herein provided nor for any loss to or diminution of the property in the Account, except such as is due to its own negligence, willful misconduct, or lack of good faith. The General Investment Advisor shall not be responsible for any loss incurred by reason of any act or omission of any broker, the custodian or the Trustees, unless such loss is due to the General Investment Advisor's own negligence, willful misconduct or lack of good faith. -4- LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI. FLORIDA 33143 149 0 on the schedule attached hereto as Exhibit B, which assets collectively shall be identified as The Miami City Employees' Retirement System -- Bankers Trust Company Account (hereinafter referred to as the "Account") upon the records of the Trustees and the General Investment Advisor. The Trustees shall have the right to add to and withdraw assets from the Account upon written notice to the General Invest- ment Advisor. 2. During the term of this Agreement, the General Investment Advisor shall manage the investment of the Account consistent with the provisions of the authority delegated to the Trustees, pursuant to the "Investment Authority" contained in Section 7, of the appointing ordinance. The General Investment Advisor is authorized to invest, sell and reinvest the assets of the Account, including all income, proceeds and additions accruing thereto in any and all stocks, bonds, debentures, notes, equipment trust certificates, investment trust certificates, certificates of indebtedness, acceptances, bills of exchange, treasury bills, savings bank deposits and commercial paper, provided, however, that the General Investment Advisor shall strictly comply with each and every condition and specification set forth by the Trustees in their "Investment Objectives and Guidelines" which are attached to this Agreement as Exhibit C. The Trustees by resolution may amend or clarify their "Investment Objectives and Guidelines" from time to time and shall commu- nicate any such amendments in writing to the General Investment Advisors. Such amendments or clarifications shall be strictly adhered to by the General Investment Advisor as if they were a part of the original "Investment Objectives and Guidelines." 3. The General Investment Advisor is not authorized to take physical possession of the assets of the Account and a custodian (the "Custodian") designated by the Trustees, -2- LAW OFFICES OF EDMOND J. GONG . 6585 SUNSET DRIVE 9 MIAMI. FLORIDA 33143 4 k to rely conclusively upon any such written instrument received by it, and shall act and shall be fully protected in acting in accordance therewith. From time to time the Trustees will furnish the General Investment Advisor with evidence of the appointment and termination of office of the Trustees and of successors to such Trustees. The Trustees agree to notify the General Investment Advisor of any amendments to the appointing Ordinance. 7. The Trustees shall arrange to provide the General Investment Advisor with such periodic reports concerning the status of the Account as the General Investment Advisor may reasonably request from time to time. The General Investment Advisor shall provide the Trustees with such periodic reports concerning the status of the Account as the Trustees may reasonably request from time to time, but in no event shall reports be provided less than quarterly. The General Investment Advisor shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions involving the trust property and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by the city of Miami, the Trustees or persons designated by the Trustees. 8. The General Investment Advisor shall not be liable for the making, retention or sale of any investment or reinvestment made by it as herein provided nor for the making of recommendations as to investments as herein provided nor for any loss to or diminution of the property in the Account, except such as is due to its own negligence, willful misconduct, or r lack of good faith. The General Investment Advisor shall not be responsible for any loss incurred by reason of any act or omission of any broker, the custodian or the Trustees, unless such loss is due to the General Investment Advisor's own negligence, willful misconduct or lack of good faith. -4- pp LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 fi - 4 9 a 9. The General Investment Advisor shall be compensated for its services hereunder in amounts calculated in keeping with the schedule attached hereto as Exhibit D. The Trustees shall compensate the General Investment Advisor from funds provided and appropriated by the city of Miami for operation of the System. 10. This Agreement shall continue until modified or terminated. It may be modified at any time upon mutual written agreement of the Trustees and the General Investment Advisor and may be terminated unilaterally at any time by the Trustees or the General Investment Advisor upon thirty (30) days written notice or upon such lesser period of notice as may be mutually satisfactory. Expenses incurred by the General Investment Advisor for services rendered subsequent to the termination of this Agreement will be compensated for at the rate and in the manner specified in Paragraph 9 above. 11. This Agreement is executed and delivered in the State of Florida and shall be governed by the laws of the State of Florida as to validity and construction. 12. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors of the parties hereto. 13. No agreement or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 14. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- LAW OFFICES OF ED14OND J. GONG • 8555 SUNSET DRIVE • MIAMI. FLORIDA 33143 I 82 - 1 _1 9 BOARD OF TRUSTEES MIAMI CITY EMPLOYEES' RETIREMENT SYSTEM B y lummer , Jr. , By Car la Berne i 0 Cartgr V(Seal) By���� t_� uu..: .---Seal) rman Edward, -Jar ko (Seal) (Seal) BY Donald March '-x (Seal) By I (Seal) Kenneth Harrison ATTEST: i Elena Rodriguez, m1 trator Witnesses as to Trustees: (, (Sea 1) McGue� f ea Lugo es By� l� !/ �1 •. •G, / (Seal) Robert Wei1bacher BANKERS TRUST COMPANY General Investment Advisor ATTEST: �" Arthur Marcus, Vice President 7) VV�' A P_ssistant Secr ary (Corporate Seal) Witnesses as to General Investment Advisor: LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 8 2 — 1 Z a7 a INVESTMENT OBJECTIVES AND GUIDELINES The Board of Trustees of the Employees' Retirement System, to Effectively Manage the Investment Process in its Broadest Sense, Have Established the Following Basic Precepts: 1. To establish an appropriate statement of investments and objectives. 2. To select appropriate investment managers to execute the Board's stated investment policy and objectives. 3. To adequately monitor the investment activities of the investment managers. And the Following Goals: 1. Retain 4 money managers with funds divided among money managers on an approximately equal basis. 2. Managers to compete on the same basis, being able to invest in money market, bonds, and equities. 3. Limit stocks to 60% with no upper limit on bonds or cash, except that bonds must have at least an "A" rating. 4. Continue quarterly reports; Rate managers against each other (and against the NYSE index): Managers to state objectives and projections. 5. Restrict stock purchases to companies which have 4 million or more shares. Limit holdings of one stock to no more than 3% company's holdings or 10% of the money manager's share of the funds, whichever is lesser. 6. Continual evaluation period with removal for bad performance. 7. Establish a minimum goal of overall average yearly earnings of 15%, with performance within the top 25% of DeMarche Associates' (asset management evaluator) universe. 8. Managers shall submit plan for board approval before any initial or radical change. 10/14/81 EXHIBIT C 0 82-149 INVESTMENT OBJECTIVES AND GUIDELINES The Board of Trustees of the Employees' Retirement System, to Effectively Manage the Investment Process in its Broadest Sense, Have Established the Following Basic Precepts: 1. To establish an appropriate statement of investments and objectives. 2. To select appropriate investment managers to execute the Board's stated investment policy and objectives. 3. To adequately monitor the investment activities of the investment managers. And the Following Goals: 1. Retain 4 money managers with funds divided among money managers on an approximately equal basis. 2. Managers to compete on the same basis, being able to invest in money market, bonds, and equities. 3. Limit stocks to 60% with no upper limit on bonds or cash, except that bonds must have at least an "A" rating. 4. Continue quarterly reports; Rate managers against each other (and against the NYSE index): Managers to state objectives and projections. 5. Restrict stock purchases to companies which have 4 million or more shares. Limit holdings of one stock to no more than 3% company's holdings or 10% of the money manager's share of the funds, whichever is lesser. 6. Continual evaluation period with removal for bad performance. 7. Establish a minimum goal of overall average yearly earnings of 15%, with performance within the top 25% of DeMarche Associates' (asset management evaluator) universe. 8. Managers shall submit plan for board approval before any initial or radical change. 10/14/81 EXHIBIT C 0 82-149 FEE SCHEDULE The annual fee schedule for assets under investment supervision by the General Investment Advisor is as follows: .25 of 1% on the first $5,000,000 .20 of 1% on the next $20,000,000 .15 of 1% on the balance Fees are billable quarterly at one-fourth the annual rate on the market value of the assets of the previous quarter. EXHIBIT D 1 4 9 SO a INVESTMENT ADVISORY AGREEMENT 3 A 1 a AGREEMENT, made this i - " day of 3 198/, by and between The Board of Trustees ("Trustees") of The Miami City Employees' Retirement System ("System") and Invesco Capital Management, Inc., a Georgia corporation ("General Investment Advisor"). WITNESSETH: WHEREAS, The Miami City Employees' Retirement System Trust is an irrevocable Trust established by Ordinance, effective January 1, 1940; and WHEREAS, the City Commission of the City of Miami appointed by Ordinance No. 8207, dated November 21, 1973, a Successor Trustee known as the Board of Trustees of The Miami City Employees' Retirement System to administer the Trust previously created by Ordinance; and WHEREAS, Section 7 of Ordinance No. 8207, a copy of which is attached as Exhibit A, authorizes the Trustees to appoint and designate investment advisors to manage portions of the Trust Fund; and WHEREAS, the Trustees have heretofore designated and the Commission of the City of Miami, Florida has approved the designation of Invesco Capital Management, Inc., Atlanta, Georgia, as a General Investment Advisor to manage a portion of Trust assets, pursuant to the investment objectives and guidelines adopted by the Trustees; NOW, THEREFORE, in consideration of the mutual covenants herein and other -good and valuable consideration, the Trustees and the General Investment Advisor agree as follows: 1. The Trustees hereby appoint Invesco Capital Management, Inc., Atlanta, Georgia, as a General Investment Advisor, pursuant to the appointing Ordinance with respect to that portion of the assets of the Trust Fund set forth LAW OFFICES OF EDMOND J. GONG e 8585 SUNSET DRIVE • MIAM1, FLORIDA 33143 8 2 - 1 4 0 on the schedule attached hereto as Exhibit B, which assets collectively shall be identified as The Miami City Employees' Retirement System -- Invesco Capital Management Account (hereinafter referred to as the "Account") upon the records of the Trustees and the General Investment Advisor. The Trustees shall have the right to add to and withdraw assets from the Account upon written notice to the General Invest- ment Advisor. 2. During the term of this Agreement, the General Investment Advisor shall manage the investment of the Account consistent with the provisions of the authority delegated to the Trustees, pursuant to the "Investment Authority" contained in Section 7, of the appointing ordinance. The General Investment Advisor is authorized to invest, sell and reinvest the assets of the Account, including all income, proceeds and additions accruing thereto in any and all stocks, bonds, debentures, notes, equipment trust certificates, investment trust certificates, certificates of indebtedness, acceptances, bills of exchange, treasury bills, savings bank deposits and commercial paper, provided, however, that the General Investment Advisor shall strictly comply with each and every condition and specification set forth by the Trustees in their "Investment Objectives and Guidelines" which are attached to this Agreement as Exhibit C. The Trustees by resolution may amend or clarify their "Investment Objectives and Guidelines" from time to time and shall commu- nicate any such amendments in writing to the General Investment Advisors. Such amendments or clarifications shall be strictly adhered to by the General Investment Advisor as if they were a part of the original "Investment Objectives and Guidelines. " 3. The General Investment Advisor is not authorized to take physical possession of the assets of the Account and a custodian (the "Custodian") designated by the Trustees, - 2- LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 Q 2 _ 1 4 9 All t, subject to the approval of the City Commission of the City of Miami, shall have sole responsibility for holding and safekeeping such assets. The Trustees shall authorize the Custodian to make settlement of purchases and sales of such assets upon orders placed by the General Investment Advisor, pursuant to the Custodian's established operating procedures. 4. Upon receipt of timely notice from the Trustees, the General Investment Advisor shall exercise all rights, powers, and privileges incidental to ownership of the assets in the Account, such as subscription, conversion and proxy rights. Documents required in connection with the exercise of such rights, powers and privileges shall be executed in blank by the Trustees and mailed with such notice to the General Investment Advisor, and the General Investment Advisor shall take such action with respect thereto as it may deem appropriate. 5. All of the General Investment Advisor's notices and directions under this Agreement to the Trustees shall be in writing. An officer of the General Investment Advisor shall from time to time certify to the Trustees the name or names of the person or persons authorized to act for the General Investment Advisor, and shall furnish to the Trustees a specimen of their signatures. Any individual so certified shall be deemed to be the General Investment Advisor's authorized representative. When any individual so certified shall cease to have such authority, the General Investment Advisor shall promptly notify the Trustees, but until such notice is received by the Trustees, such individual shall continue to be an authorized representative. 6. All of the Trustees' notices and directions to the General Investment Advisor shall be in writing signed by the Chairman or the Vice Chairman, and attested by the Secretary. The General Investment Advisor shall be entitled -S- LAW OFFICES OF EDMOND J. GONG • 6585 SUNSET DRIVE • MIAMI, FLORIDA 33143 O � - 1 4.4 no U to rely conclusively upon any such written instrument received by it, and shall act and shall be fully protected in acting in accordance therewith. From time to time the Trustees will furnish the General Investment Advisor with evidence of the appointment and termination of office of the Trustees and of successors to such Trustees. The Trustees agree to notify the General Investment Advisor of any amendments to the appointing Ordinance. 7. The Trustees shall arrange to provide the General Investment Advisor with such periodic reports concerning the status of the Account as the General Investment Advisor may reasonably request from time to time. The General Invest- ment Advisor shall provide the Trustees with such periodic reports concerning the status of the Account as the Trustees may reasonably request from time to time, but in no event shall reports be provided less than quarterly. The General Investment Advisor shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other trans- actions involving the trust property and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by the City of Miami, the Trustees or persons designated by the Trustees. 8. The General Investment Advisor shall not be liable for the making, retention or sale of any investment or reinvestment made by it as herein provided nor for the making of recommendations as to investments as herein provided nor for any loss to or diminution of the property in the Account, except such as is due to its own negligence, willful misconduct, or lack of good faith. The General Investment Advisor shall not be responsible for any loss incurred by reason of any act or omission of any broker, the Custodian or the Trustees, unless such loss is due to the General Investment Advisor's own negligence, willful misconduct or lack of good faith. -4- LAW OFFICES OF EDMOND J. GONG • 6585 SUNSET DRIVE • MIAMI. FLORIDA 33143 - 1 4 9 LZI 0 9. The General Investment Advisor shall be compensated for its services hereunder in amounts calculated in keeping with the schedule attached hereto as Exhibit D. The Trustees shall compensate the General Investment Advisor from funds provided and appropriated by the city of Miami for operation of the System. 10. This Agreement shall continue until modified or terminated. It may be modified at any time upon mutual written agreement of the Trustees and the General Investment Advisor and may be terminated unilaterally at any time by the Trustees or the General Investment Advisor upon thirty (30) days written notice or upon such lesser period of notice as may be mutually satisfactory. Expenses incurred by the General Investment Advisor for services rendered subsequent to the termination of this Agreement will be compensated for at the rate and in the manner specified in Paragraph 9 above. 11. This Agreement is executed and delivered in the State of Florida and shall be governed by the laws of the State of Florida as to validity and construction. 12. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforce- able by the respective successors of the parties hereto. 13. No agreement or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 14. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. LAW OFFICES OF EDIAOND J. GONG • 8585 SUNSET DRIVE • MIAMI, FLORIDA 33143 8 ry - 1 4 9 N LZZ By L, Car iIn BOARD OF TRUSTEES MIAMI CITY EMPLOYEES' RETIREMENT SYSTEM 9*.1V l, (Seal) Bye' :� - - �� l?�.�(Sea1) irman Edward Jargmko I� (Seal) By Wf%``''— (Seal) (Seal) By (Seal) ATTEST: %i / � 7 Elena Rodriguez Ad nistrator Witnesses as to Trustees: rc C�•-� (Seal) K m r Mcc:u j i B A elio Perez=L "gone 12 B};; I �l �[, ` (Seal) Robert Wei lbacher�,," INVESCO CAPITAL MANAGEMENT, INC. GeneblInvestment Advisor ATTES By t'"� 11. Richard A. Paul Executive Vice President Charles Brady Chairman (Corporate Seal) :itnesses as -to General Investment Advisor: LAW OFFICES OF EDMOND J. GONG • E585 SUNSET DRIVE • MIAMI. FLORIDA 33143 82-149 r Ll INVESTMENT OBJECTIVES AND GUIDELINES The Board of Trustees of the Employees' Retirement System, to Effectively Manage the Investment Process in its Broadest Sense, Have Established the Following Basic Precepts: 1. To establish an appropriate statement of investments and objectives. 2. To select appropriate investment managers to execute the Board's stated investment policy and objectives. 3. To adequately monitor the investment activities of the investment managers. And the Following Goals: 1. Retain 4 money managers with funds divided among money managers on an approximately equal basis. 2. Managers to compete on the same basis, being able to invest in money market, bonds, and equities. 3. Limit stocks to 60o with no upper limit on bonds or cash, except that bonds must have at least an "A" rating. 4. Continue quarterly reports; Rate managers against each other (and against the NYSE index): Managers to state objectives and projections. 5. Restrict stock purchases to companies which have 4 million or more shares. Limit holdings of one stock to no more than 3% company's holdings or 10% of the money manager's share of the funds, whichever is lesser. 6. Continual evaluation period with removal for bad performance. 7. Establish a minimum goal of overall average yearly earnings of 150, with performance within the top 250 of DeMarche Associates' (asset management evaluator) universe. 8. Managers shall submit plan for board approval before any initial or radical change. 10/14/81 EXHIBIT C g�-149 0 FEE SCHEDULE The annual fee schedule for assets under investment supervision by the General Investment Advisor is as follows: .25 of 1% on the first $5,000,000 .20 of 1% on the next $20,000,000 .15 of 1% on the balance Fees are billable quarterly at one-fourth the annual rate on the market value of the assets of the previous quarter. EXHIBIT D 8C -149 A U INVESTMENT ADVISORY AGREEMENT AGREEMENT, made this _Z.L__ day of r.' 198;21, by and between The Board of Trustees ("Trustees") of The Miami City Employees' Retirement System ("System") and Kemper Financial Services Inc., a Delaware corporation, Chicago, Illinois ("General Investment Advisor"). WITNESSETH: WHEREAS, The Miami City Employees' Retirement System Trust is an irrevocable Trust established by Ordinance, effec- tive January 1, 1940; and WHEREAS, the City Commission of the City of Miami appointed by Ordinance No. 8207, dated November 21, 1973, a Successor Trustee known as the Board of Trustees of The Miami City Employees' Retirement System to administer the Trust previously created by Ordinance; and WHEREAS, Section 7 of Ordinance No. 8207, a copy of which is attached as Exhibit A, authorized the Trustees to appoint and designate investment advisors to manage portions of the Trust Fund; and WHEREAS, the Trustees have heretofore designated and the Commission of the City of Miami, Florida has approved the designation of Kemper Financial Services, Inc., Chicago, Illinois, as a General Investment Advisor to manage a portion of Trust assets, pursuant to the investment objectives and guidelines adopted by the Trustees; NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Trustees and the General Investment.Advisor agree as follows: 1. The Trustees hereby appoint Kemper Financial Services, Inc., Chicago, Illinois, as a General Investment Advisor, pursuant to the appointing Ordinance with respect to that portion of the LAW OFFICES OF EDMOND J. GONG 0 8555 SUNSET DRIVE 0 MIAM1, FLORIDA 33143 8 2 - 1 4 9 9 .A assets of the Trust Fund set forth on the schedule attached hereto as Exhibit B, which assets collectively shall be identified as The Miami City Employees' Retirement System -- Kemper Financial Services Account (hereinafter referred to as the "Account") upon the records of the Trustees and the General Investment Advisor. The Trustees shall have the right to add to and withdraw assets from the Account upon written notice to the General Investment Advisor. 2. During the term of this Agreement, the General Investment Advisor shall manage the investment of the Account consistent with the provisions of the authority delegated to the Trustees, pursuant to the "Investment Authority" contained in Section 7, of the appointing ordinance. The General Investment Advisor is authorized to invest, sell and reinvest the assets of the Account, including all income, proceeds and additions accruing thereto in any and all stocks, bonds, debentures, notes, equipment trust certificates, investment trust certificates, certificates of indebtedness, acceptances, bills of exchange, treasury bills, savings bank deposits and commercial paper, provided, however, that the General Investment Advisor shall strictly comply with each and every condition and specification set forth by the Trustees in their "Investment Objectives and Guidelines" which are attached to this Agreement as Exhibit C. The Trustees by resolution may amend or clarify their "Investment Objectives and Guidelines" from time to time and shall commu- nicate any such amendments in writing to the General Investment Advisors. Such amendments or clarifications shall be strictly adhered to by the General Investment Advisor as if they were a part of the original "Investment Objectives and Guidelines." 3. The General Investment Advisor is not authorized to take physical possession of the assets of the Account and a custodian (the "Custodian") designated by the Trustees, -2- LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE • MIAMI. FLORIDA 33143 8 2 - 1 4 9 ■ subject to the approval of the City Commission of the City of ;Miami, shall have sole responsibility for holding and safekeeping such assets. The Trustees shall authorize the Custodian to make settlement of purchases and sales of such assets upon orders placed by the General Investment Advisor, pursuant to the Custodian's established operating procedures. 4. Upon receipt of timely notice from the Trustees, the General Investment Advisor shall exercise all rights, powers, and privileges incidental to ownership of the assets in the Account, such as subscription, conversion and proxy rights. Documents required in connection with the exercise of such rights, powers and privileges shall be executed in blank by the Trustees and mailed with such notice to the General Investment Advisor, and the General Investment Advisor shall take such action with respect thereto as it may deem appropriate. 5. All of the General Investment Advisor's notices and directions under this Agreement to the Trustees shall be in writing. An officer of the General Investment Advisor shall from time to time certify to the Trustees the name or names of the person or persons authorized to act for the General Investment Advisor, and shall furnish to the Trustees a specimen of their signatures. Any individual so certified shall be deemed to be the General Investment Advisor's authorized representative. When any individual so certified shall cease to have such authority, the General Investment Advisor shall promptly notify the Trustees, but until such notice is received by the Trustees, such individual shall continue to be an authorized representative. 6. All of the Trustees' notices and directions to the General Investment Advisor shall be in writing signed by the Chairman or the Vice Chairman, and attested by the Secretary. The General Investment Advisor shall be entitled -3- LAW OFFICES OF EDMOND J. GONG 0 6585 SUNSET DRIVE . MIAMI. FLORIDA 33143 8 2 - 1 4 9 1 to rely conclusively upon any such written instrument received by it, and shall act and shall be fully protected in acting in accordance therewith. From time to time the Trustees will furnish the General Investment Advisor with evidence of the appointment and termination of office of the Trustees and of successors to such Trustees. The Trustees agree to notify the General Investment Advisor of any amendments to the appointing Ordinance. 7. The Trustees shall arrange to provide the General Investment Advisor with such periodic reports concerning the status of the Account as the General Investment Advisor may reasonably request from time to time. The General Investment Advisor shall provide the Trustees with such periodic reports concerning the status of the Account as the Trustees may reasonably request from time to time, but in no event shall reports be provided less than quarterly. The General Investment Advisor shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other transactions involving the trust property and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by the City of Miami, the Trustees or persons designated by the Trustees. 8. The General Investment Advisor shall not be liable for the making, retention or sale of any investment or reinvestment made by it as herein provided nor for the making of recommendations as to investments as herein provided nor for any loss to or diminution of the property in the Account, except such as is due to its own negligence, willful misconduct, or lack of good faith. The General Investment Advisor shall not be responsible for any loss incurred by reason of any act or omission of any broker, the Custodian or the Trustees, unless such loss is due to the General Investment Advisor's own negligence, willful misconduct or lack of good faith. -4- LAW OFFICES OF EDMOND J. GONG • 8555 SUNSET DRIVE . MIAMI, FLORIDA 33143 8 2 - 1 4 9 5 A 0 9. The General Investment Advisor shall be compensated for its services hereunder in amounts calculated in keeping with the schedule attached hereto as Exhibit D. The Trustees shall compensate the General Investment Advisor from funds provided and appropriated by the City of Miami for operation of the System. 10. This Agreement shall continue until modified or terminated. It may be modified at any time upon mutual written agreement of the Trustees and the General Investment Advisor and may be terminated unilaterally at any time by the Trustees or the General Investment Advisor upon thirty (30) days written notice or upon such lesser period of notice as may be mutually satisfactory. Expenses incurred by the General Investment Advisor for services rendered subsequent to the termination of this Agreement will be compensated for at the rate and in the manner specified in Paragraph 9 above. 11. This Agreement is executed and delivered in the State of Florida and shall -be governed by the laws of the State of Florida as to validity and construction. 12. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors of the parties hereto. 13. No agreement or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 14. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. - 5- LAW OFFICES OF EDMOND J. GONG • 8585 SUNSET DRIVE . MIAMI, FLORIDA 33143 8 2 - 1 4 9 w_ 1 r ' BOARD OF TRUSTEES MIAMI CITY EMPLOYEES' RETIREMENT SYSTEM y i / By (Sal) By_ (Seal) .S. Plummer, , Jr., qh rman Edward' Jaremko I:7 J_ (Seal) By tGzG'� (G� (Seal) Donald March (Seal) By ��v-�/ �,��2"(Seal) (Seal) B ATTEST: G"Cc- Elena Rodriguez , ,A mir%Ystrator Witnesses as to Trustees: AT /; GCG� Secretary (Corporate Seal) (Seal) A lio Perez-LV one9 B�J��� (Sea 1) Robert t-eilbacher KEMPER FINANCIAL SERVICES, INC. General Investment Advisor By � rjej�,W gfe4tZZZ tment Advisor: LAW OFFICES OF EDMOND J. GONG • 6585 SUNSET DRIVE . MIAM1, FLORIDA 33143 Rz-149 i INVESTMENT OBJECTIVES!' -AND GUIDELINES � v The Board of Trustees of the Employees' Retirement System, to Effectively Manage the Investment Process in its Broadest Sense, Have Estab Lished the Following Basic Precepts: 1 1. To establish an appropriate statement of investments and objectives. 2. To select appropriate investment managers to execute the Board's stated investment policy and objectives. 3. To adequately monitor the investment activities of the investment managers. And the Following Goals: 1. Retain 4 money managers with funds divided among money managers on an approximately equal basis. 2. Managers to compete on the same basis, being able to invest in money market, bonds, and equities. 3. Limit stocks to 60% with no upper limit on bonds or cash, except that bonds must have at least an "A" rating. 4. Continue quarterly reports; Rate managers against each other (and against the NYSE index): Managers to state objectives and projections. 5. Restrict stock purchases to companies which have 4 million or more shares. Limit holdings of one stock to no more than 3% company's holdings or 10% of the money manager's share of the funds, whichever is lesser. 6. Continual evaluation period with removal for bad performance. 7. Establish a minimum goal of overall average yearly earnings of 15%, with performance within the top 25% of DeMarche Associates' (asset management evaluator) universe. 8. Managers shall submit plan for board approval before any initial or radical change. 10/14/81 EXHIBIT C 82-149 0 .' ` k �r `a FEE S�VgPULE The annual fee schedule for assets under investment supervision by the General Investment Advisor is as follows: .25 of 1% on the first $5,000,000 .20 of 1% on the next $20,000,000 .15 of 1% on the balance Fees are billable quarterly at one-fourth the annual rate on the market value of the assets of the previous quarter. EXHIBIT D 82-149 R CITY OF MIAMI. FLORIDA 32 INTER -OFFICE MEPAORANDUA TO: Howard Gary DATE January 12, 1982 FILE City Manager SWIJECT Money Manager Contracts for Commission Action gcrEIIENCES: Elena Rodriguez C Administrator Pension Department Recommendation It is recommended by the Miami City Employees' Retirement System Board that the contracts with Allied Capital Management Corporation, Bankers Trust Company, Invesco Capital Management, Inc. and Kemper Financial Services, Inc., providing investment management services to the System, be ratified by the Miami City Commission. Background Currently, the investment of the funds is being administered by 3 money managers. The System Board of Trustees, at their special meeting of September 3, 1981, chose to employ 4 money managers in the future and to update the investment guidelines given to them. The enclosed contracts use the same fee schedule that has been used in the past, and the addition of the fourth money manager will create only a minimal additional expense to the fund which will be compensated by a much higher return on the investments. ER:js cc Bob Clark, Law Department r _, w r � r - c. I J 82-1-1.49