[Adopted 9-21-2009]
The following definitions shall be applicable to Article III:
The meaning given to it in § 37-24.
Insurance protecting the insured from negligent acts or negligent
failures to act by professional consultants and advisors.
A bond or other equivalent insurance obtained by a fiduciary
to protect the insured against theft or other wrongful use of the
funds for the benefit of a party other than the insured.
A bank, trust company, or other depository institution acting
as a custodian of one or more of the Funds in whole or in part.
Any of the following and "Funds" means two or more of them:
A corporation, partnership, limited liability company, or
limited liability partnership registered with the United States Securities
and Exchange Commission under the Investment Advisors Act of 1940
selected by the Investment Board after a request for qualifications
published by the Town Purchasing Authority.
The Joint Retirement Investment Board established by § 37-19.
A corporation, partnership, limited liability company, or
limited liability partnership, including banks or insurance companies,
selected by the Investment Board after consultation with the Investment
Advisor to invest the Funds.
The Investment Policy and Guidelines adopted by the Investment Board pursuant to § 37-21D, as it may exist from time to time.
Other post-employment benefit.
The Town as administrator of the Employees' Retirement
System, the Police and Fire Retirement Plan, and the OPEBs.
A.
The Investment Board shall consist of the members of the Employees' Retirement Board, acting as trustees of both Funds, and, so long as the direction has been made pursuant to § 37-19B, the members of the Town of Fairfield Police and Fire Retirement Board, acting as trustees of both of their funds, as such Boards may be composed from time to time.
B.
The Investment Board shall provide to each of its new members an
orientation as to the purpose, duties, methods and ethics of the Investment
Board, as well as to the investments and performance of the Funds.
The orientation shall be provided within 60 days after the member's
date of appointment.
C.
The Investment Board shall appoint a Chair and Vice Chair from among
the Investment Board members. The term of office of the Chair and
Vice Chair shall be one year, renewable at the discretion of the Investment
Board.
D.
The Town shall provide, at the Investment Board's expense, a
secretary who shall record the minutes of the regular meetings and
any special meetings of the Investment Board. The secretary shall
maintain the Investment Board's decisions, votes and actions.
All such documents shall be in the custody of the Town Clerk.
E.
The Investment Board shall hold no fewer than four meetings per calendar
year. Special meetings may be called by the Chair, or at the request
of seven or more members, giving at least five days' notice of the
time and place of such special meeting to each Investment Board member
and the Town Clerk.
F.
A quorum for any meeting of the Investment Board shall be a majority of the members of the Investment Board, with the Chair or Vice Chair being present. If the direction has been made pursuant to § 37-19B, no quorum shall exist unless there are present at least three members representing the Police and Fire Retirement Board and at least five members representing the Employees' Retirement Board. The First Selectman may qualify as a representative from either Board, but not both, for purposes of constituting a quorum.
G.
The decisions of the Investment Board shall be taken by majority
vote of the Investment Board members present at the meeting. Each
member, including the First Selectman, has only one vote.
H.
The Investment Board may establish such subcommittees as it deems
advisable to conduct the business of the Investment Board.
A.
The Investment Board shall be the trustees of their respective Funds
and shall have full control and management of such Funds, with the
power to combine such Funds and to invest and reinvest the same in
accordance with the General Statutes respecting the investment of
trust funds.
B.
The Chief Fiscal Officer shall keep an accounting of the relative,
indivisible ownership of the Funds among the trusts that contributed
to the Funds.
C.
The Investment Board shall discharge its duties solely in the interests
of the members and their beneficiaries and for the exclusive purpose
of providing benefits to the eligible members. The Investment Board
shall manage the Funds in accordance with the Investment Policy.
D.
The Investment Board shall establish a statement of Investment Policy
and Guidelines that shall be filed with the Town Clerk. The Investment
Policy shall, at a minimum, set forth:
(1)
The return and risk tolerance objectives of the Funds.
(2)
Fund performance criteria.
(3)
The eligible types of investments for the Funds.
(4)
Target strategic asset ranges for the various types of investments.
(5)
The credit and custodial risk policies for the Funds.
(6)
Procedures for reducing investments in a type of investment when
the target allocation to that type has been exceeded.
E.
The Investment Policy shall be reviewed and either ratified or modified
at the first meeting of the Investment Board in each fiscal year,
and at such other times as deemed prudent by the Investment Board.
Revision dates shall be noted on the face of the Investment Policy.
Any changes to the asset allocation shall be deemed revisions and
shall be noted in the same manner as other revisions.
F.
The Investment Board shall:
(1)
Retain and monitor the performance of a qualified Investment Advisor;
(2)
Appoint the Funding Agent;
(3)
Select Investment Managers; and
(4)
Employ, as necessary, actuaries, attorneys, accountants and other
consultants, who shall not be fiduciaries merely as a result of their
employment hereunder.
G.
In the event that the Investment Board's contractual relationship
with the Investment Advisor terminates, the Investment Board shall
retain a successor Investment Advisor in a reasonable period of time.
Within 30 days after such termination, a request for qualifications
shall be published. The absence of an Investment Advisor shall not
invalidate any decision, contract or other matter pertaining to the
Funds investment by the Investment Board.
H.
The Investment Board shall impose the following insurance requirements:
(1)
The Investment Advisor, Funding Agent and all Investment Managers
shall maintain errors and omissions insurance and fidelity bonds and
provide evidence to the Investment Board or, in the case of the Investment
Managers, to the Investment Advisor annually that such insurance and
bonds are in effect and in compliance with the Investment Policy.
(2)
All other consultants shall maintain errors and omissions insurance
and provide evidence to the Investment Board annually that such insurance
is in effect and in compliance with the Investment Policy.
I.
Expenses and fees properly incurred by the Investment Board in the
performance of its duties shall be paid from the Funds.
A.
The Investment Advisor shall:
(1)
Recommend on all matters relating to the investment of the Funds;
(2)
Advise the Investment Board on the development, review and revision
of the Investment Policy;
(3)
Monitor the performance of the Investment Managers against benchmarks,
and recommend rebalancing of assets as necessary;
(4)
Recommend issues relating to investment strategies, including the
hiring, retention or dismissal of Investment Managers;
(5)
Provide advice and support on the selection and performance criteria
to be established for Investment Managers;
(6)
Perform due diligence, and other procedures on each Investment Manager;
(7)
Obtain and review audited financial statements of all investments,
excluding separately managed accounts, on a timely basis;
(8)
Obtain evidence of errors and omission insurance and fidelity bonds
for all Investment Managers; and
(9)
Perform any other functions which are specifically allocated to it
in its agreement with the Investment Board.
B.
The Funding Agent shall:
(1)
Maintain custody of the Funds;
(2)
Settle trades and receive and credit dividends, interest and other
income;
(3)
Disburse benefits as instructed by the Plan Administrator or its
agent;
(4)
Pay expenses as directed by the Investment Board; and
(5)
Perform any other functions which are specifically allocated to it
in its agreement with the Investment Board.
A.
Within the first three months of each fiscal year, the Investment
Board shall present to the Representative Town Meeting an annual report
on the following:
B.
The Investment Board shall submit to the Board of Selectmen and Board
of Finance a quarterly statement of fund performance. The statement
shall disclose:
A.
No Investment Board member will engage in conduct, known as a conflict
of interest, which would cause him or her to use his or her position
and influence on the Investment Board for personal gain for the benefit
of others instead of the best interests of the members and/or their
beneficiaries.
B.
Annually, each Investment Board member shall sign a statement that
either the member has no conflicts of interest or, if the member may
have a conflict, discloses the nature and details of any actual or
perceived conflicts of interest with respect to the member's
role on the Investment Board. In addition, disclosure shall be made
to the Investment Board as soon as practicable after the member discovers
a conflict of interest. Upon disclosure, the Investment Board shall
inform the Board of Selectman who shall then determine a suitable
course of action.
C.
Conflicts of interest shall not arise out of an Investment Board
member's (i) participation in the Employees' Retirement
System or the Police and Fire Retirement Fund, nor (ii) ownership
of an investment also made by the Investment Board, provided that
such investment does not constitute more than 5% of the net worth
of such Investment Board member, nor more than 5% of the ownership
of such investment.
D.
The failure of a person to comply with the procedures described in
this section will not of itself invalidate any decision, contract
or other matter pertaining to the Fund's investment.
