Loading...
HomeMy WebLinkAbout02-11-2004 Minutes General Employees Pension Board Board Meeting—February 11,2004 Page 1 Loy Minutes of the Quarterly Meeting of the CITY OF OCOEE GENERAL EMPLOYEES PENSION BOARD Held on February 11,2004 At 150 N.Lakeview Drive Ocoee,FL 34761 Chairperson Tom Ison called the meeting to order at 10:05 a.m. He then called the roll. Trustees Patricia Cornell,Ed Bishop,Jerry Sauerwein,Jean Grafton were all present,constituting a quorum. Attending the meeting by invitation were Attorney H. Lee Denner,Larry Cole representing Merrill Lynch,and Jo Ann Lacey,Recording Secretary of the Meeting. Chairperson Ison called for review of the Minutes of the Meeting held on November 12,2003. Copies of those Minutes had been previously circulated to the Trustees. The Trustees were asked if there were any corrections or additions to the Minutes. There being none,it was on motion made by Trustee Cornell and seconded by Trustee Bishop,unanimously RESOLVED that the Minutes of the Quarterly Meeting of the Board of Trustees of the General Employees Pension Board of November 12,2003,be and they are hereby approved. Chairperson Ison called upon Mr.Larry Cole for the Money Monitor's report as Mr. Tim Nash, representing TRUSCO Capital Management would be arriving late for the meeting. Mr.Cole advised the Board he would be presenting a lot of data for consideration by the Board and would ask for their guidance as to how it should be used. Before starting into that discussion,Mr.Cole called the Board's attention to the basic report. He reported that the news for the quarter was very good with earnings of$631,930,resulting in the market value of the fund being reported as$9,737,432. He reported that stocks make up about 61%of the portfolio with the rest in bonds and cash. He advised that the management teams look for different characteristics in the stocks they buy stating that a value manager typically looks for stocks that have been beaten up a bit with earnings or other problems but the stock sells at a cheap valuation relative to its earnings,cash flow,or book value of the company. The value managers then go in and look at a forecast to determine what is or has happened at the company which is going to allow the market to revalue the company at a more appropriate level. He then explained that growth managers look for companies which have had very consistent growth in their earnings year after year and are projected to continue that consistent growth. He said that these are more expensive than typical value stocks because buyers are willing to pay a bit more for that consistent earnings delivery. He said that in international,the investment was now up to 8%of the index fund and has done well and though Merrill Lynch is not a fan of the index fund as they think things could be done better,in this particular market environment the index fund has done well. He advised that the other two funds are the retirement small-cap and the retirement mid-cap. He reminded the Board that the small cap was added into the fund in the fourth quarter of last year to compliment the mid-cap fund and that the mid-cap fund is the one where there were issues about a year ago,with a change of the portfolio manager and a subsequent restructuring of the portfolio which eliminated the small-cap exposures and went into mid-size companies. He said that it went from somewhat of a growth tilt to somewhat of a middle of the road core tilt and the transition was a complete flop that underperformed the index quite a bit. He called the Board's attention to a handout that he had given them which had some yellow highlighting. He said that handout had actually been provided by Tim Nash from TRUSCO,but Merrill Lynch had verified the numbers which indicated a performance of 13.23%in the mid-cap fund. He said the mid-cap index had performed a little higher at 13.97%so it had underperformed but only by a little over one-half of a percent. He added that for the year,it had underperformed the index by about 12%. He asked the Board to recall that the excuse for the underperformance was the transitioning that was going on. He said that is a reasonable excuse,but it did hurt the client. He reported that the small-cap growth fund General Employees Pension Board Board Meeting—February 11,2004 Page 2 that had just been added to the portfolio was doing well,that it was up 14.1%which outperformed the Lew Russell 2000 growth index and the S&P small-cap 600. He said that was good news but there was also bad news,it was not owned by the Fund at that time. He advised that the equity allocation was about 61%at the end of the quarter which indicates that this Fund has a bit more in stocks than the average public pension fund of 57%,so it is slightly more aggressive but very well diversified with the different disciplines that TRUSCO has the Fund invested in. He said the return for the quarter was up 7.1%which was in the 67th percentile as ranked against other public pension funds around the country, so this was a little below average. He reported that what had really drug the overall return down was the underperformance in the equity. He said that one of the reasons for this was the nature of the market rally in terms of the higher quality stocks underperforming the lower quality stocks. He said that was also true of the bond market. He said this particular trend had been going on for four straight quarters. He said it is unusual to see that kind of disparity between a lower and higher quality stock and that,for the most part,particularly in the large-cap disciplines,TRUSCO goes after higher quality companies. He said they have stayed true to that which is a good thing because there should start to be some rotation from that low-cap area over to some of the higher quality names again and they should be there when that happens. He reminded the Board that they should not overreact to short term market swings and that even in the guidelines that there are three to five year objectives that are looked at to measure performance and that, over a three to five year period in rankings relative to other public pension forms,the Fund has done fairly well. He said that,relative to the target index,the Fund was lagging a little bit for all periods except the four year which was a little above. He said the conclusion on the equity portfolio is pretty much average and when you combine everything it has been middle of the road. He said this one year has drug some of the longer term numbers down to average or a little below and reminded that TRUSCO does an extremely good job protecting the Fund's assets in the down market but struggles to keep up in the up market. Mr.Cole called attention to the other handout which he had distributed which compares the large-cap growth portfolio to other large-cap growth portfolios. He said this compares this Fund against others who say their growth managers are reliable. He said that this report looks extremely good longer term and the reason is it isn't really a growth fund and growth funds haven't done well so that is really to the Fund's benefit. He said that is one of the reasons they overweight that fund versus the value fund. He said if they put the same amount of weight in this and the value fund,there would be a more value oriented tilt to the portfolio,subjecting the portfolio to more volatility. He said TRUSCO tries to balance the fact that this is not a pure growth fund which he believes is a good strategy. He reminded the Board that this is a pension fund so the concern is for the long term. He said that Merrill Lynch's concern is the mid-cap portfolio which has really struggled. Trustee Bishop asked if this was the fund with the manager change. Mr.Cole said that it was and stated that it is almost impossible to look at long term historical performance when there has been a change of managers. He stated that the confidence level for the manager of the mid-cap fund is not very high. He said that they were transitioning during a very bullish market and any time cash is held for any amount of time in a bull market,it can cause the fund to get hurt. He went on to say the transition was out of small-cap stock, moving into mid-cap stock,trying to structure the portfolio like a mid-cap index and it just didn't work. He said it could have gone the other way if it had been a down market and everything had gone great. Trustee Bishop asked why this particular portfolio was almost$100,000 more at the quarter ended 9/30/03. Mr.Cole responded that it was not because of market value,it was because they added the small- cap fund into the portfolio. Chairperson Ison asked Attorney Dehner and the Board Members if they could move the money from this fund and direct it somewhere else. Attorney Denner said it could be done, if so advised by the consultant. Mr.Cole said that at the moment,that would be a hard call. He said that adding the fund in with the Police&Fire funds gives a lot more options. Trustee Bishop said he noticed that the Police&Fire returns were more than this Fund,performance wise. Mr.Cole said he couldn't say why the difference because both Funds have the same managers. Mr.Tim Nash had arrived at the meeting and replied that the Police&Fire didn't historically have international where this Fund did all along. He said it is helping this Fund in the near term but it did not help three years ago. He advised that now,both General Employees Pension Board Board Meeting—February 11,2004 Page 3 Funds have a similar asset application. Mr.Cole added that international was struggling relative to domestic stocks when the dollar was at an all time high against other country's currencies. He said that reversed itself in the last two years and international is up relative to domestic stocks and that,over the long term,it is good to have international exposure. Trustee Bishop asked if that was a decision made by the Board at that time. Mr.Cole advised that TRUSCO has full asset allocation within the policy guidelines what Merrill Lynch had helped establish and TRUSCO implemented. Mr.Nash said that prior to 1998 there was a general Board policy that Police&Fire could not invest in international funds,that it had been a decision by the State of Florida not allowing foreign securities in any police and fire pension funds. After 1998,the State changed the statute and allowed the boards to invest in international if they so chose. Mr. Cole explained that one of the reasons it was not in the police and fire plans was union driven. He said that a lot of people did not believe these American agencies should invest in foreign companies. He said that line had changed because a lot of foreign companies employ 20,000+people in the U.S.while a lot of companies thought to be true-blue American,such as Dunkin' Donuts and Smith&Wesson,are foreign, while companies such as Jaguar which is thought of as foreign,is American because it was purchased by Ford. He added that twelve to fifteen years ago,two-thirds of the investible companies with the world were in the U.S.and since that time,the ratio has flipped so if you say no to international now,you are saying no to two-thirds of the world's investible companies. He concluded by saying there were a lot of reasons to have international exposure and it was highly recommended. He called the Board's attention to the information he had prepared regarding information about other managers.He said this was small and mid-cap manager information that,should the Board decide to make a change or wanted to look at the possibility of making a change,would provide some comparisons. He advised that TRUSCO numbers were in there to compare. He said he did not think the correct option would be to fire TRUSCO completely and hire a new manager. He said there were options such as pulling out the mid-cap money and finding a better option for that. He advised the Board that when they decided to further diversify the portfolio, it would mean looking at other individual managers or other funds. He said it might be an individual management company to come in and manage the individual assets or it might be a mutual fund option,all of which are on the list provided. He pointed out that the down side to these options is that it will increase the cost of the plan. He reminded that the payment now is for the expertise provided by TRUSCO which is charging a 68 basis point blended rate and that going out to other management would increase that charge to somewhere between 1.0%to a high of 1.30%on that portion of the assets. Attorney Dehner asked when the current manager came on board. Mr.Nash responded that it had been in February,2003. Attorney Dehner stated that throughout the last year as the underperformance had been discussed,Mr.Nash's primary explanation was that transitioning was occurring and for the last quarter of last year,the fund is the closest to the index that it has performed. Mr.Nash agreed and said that actually that quarter only the new manager's stocks in the portfolio and it ranked in Morningstar's universe in the top 25th percentile in the quarter. Attorney Dehner asked if, in view of the information presented when funds closer to the index are finally being seen,if it would be prudent or advisable to give him another quarter or two. Mr.Cole said he had also thought of that and felt that it would be prudent to do so. He stated that the Board understands the implications of changing program versus keeping it the same in terms of cost and that for the quarter in which the new manager had full management,he had almost reached the index. He said that is certainly an improvement over what had been seen during the transition time. He said that if the Board were to choose to do nothing today,it would be absolutely prudent and reasonable. He said it was his job to point out the problems to you and provide some comparisons. He asked the Board to keep their copies of the handout he provided until the next meeting and if the fund should stumble badly in this next quarter,then it could be looked at again and the Board could go from there. Chairperson Ison asked the Trustees if they were satisfied with Mr.Cole's recommendation that they continue to watch the mid-cap fund and take another real good look at it in the next quarterly meeting in May. Each of the Trustees indicated their agreement with this recommendation. Mr. Cole then returned to the Merrill Lynch report and called attention to the policy checklist. He said the fund was in compliance with no exceptions to the policy in the quarter. He said that the performance objectives are also being met. He then called attention to the public fund client list which showed that this General Employees Pension Board Board Meeting—February 11,2004 Page 4 fund ended as 731"d in the ranking. He stated that this was not good but reminded that,when compared against a broader national pension fund data base from three years on out,this fund was in the 38,21,44 and 33 percentile. Chairperson Ison thanked Mr.Cole for his report and then called upon Mr. Tim Nash for the Money Manager's Report. Attorney Dehner asked Mr.Nash to incorporate in his report an update on the corporate governance and to address the recapture issue. Chairperson Ison told Mr.Nash for the record that he had been supplied a copy of the 400+page proxy statement and that Trustee Sauerwein would be put it in the records retention but wanted everyone to know it was available if they would like to read it. Mr.Nash reported that TRUSCO had been mandated by the SEC as a registered investment adviser to get that out after their August 7 deadline. He went on to address the proxy issues. He said that the Board would get an annual report on how TRUSCO voted all of the stocks in the co-mingled funds that are being invested on behalf of this Fund on an annual basis. He reminded that they are using Institutional Shareholder Services (ISS)which is acting as their agent to file the information and that is something they expect to have available in the second fiscal quarter report. He called attention to the last tab in the back of the quarterly report where there is a summary section that is 3 pages long on which there is a physical address,an email address or a toll free number where you can get any information on how TRUSCO has voted any proxies at any time. He said he could also be called at any time. He informed the Board that the reason for the three points of access is,when SEC was updating their legislation as of August 7,all registered investment advisors must keep track of every client request that comes in with regard to proxy information, it must be documented and there must be a 72 hour turnaround time satisfying the request. He report that ISS is acting as their agent and they have a report called The Corporate Governance Quotient. He said it is anticipated that will be available in the second fiscal quarter also. He said this report will look at over fifty factors with regard to the corporate governance of each company and will give it an overall numeric rating. TRUSCO will review that report and advise this Board of any of the companies that may be in the lower bottom quartile which might reveal a negative ranking. They will tell this Board what the names are,why they are owned and that will become a part of the quarterly presentation. He said it has taken some time to be ready for presenting this information and asked Attorney Dehner if this is what he had requested. Attorney Denner responded that it was and his request was resultant from the mandate that fiduciaries be more proactive on issues involving corporate governance and stated that should TRUSCO report a company in the portfolio that has a low quality ranking the Board will not instruct them to see the security as that is not the role of the Board,but they will want an explanation of the investment and will put on record why TRUSCO believes they should still be in the portfolio. He then commented that besides the three-page summary Mr.Nash had mentioned,they had also been provided a 28-page guideline summary with a date of 11/20/03. He told the Trustees that if they had a chance to review that summary,it would be advisable to affirm that they were appropriate for this Fund. Following a brief discussion, it was on motion by chairperson Ison,seconded by Trustee Jerry Sauerwein,unanimously RESOLVED and the 28 page Guideline Summary,dated November 20,2003,was deemed appropriate for the General Employees Pension Fund and they are hereby adopted as presented. Mr.Nash returned to the presentation of his report. He said that the markets were up with the S&P up 28% for the year. He said this is the first positive year in the marketplace since 1999 and it is the highest percentage increase for the S&P 500 since 1997. He reported that low inflation,stronger corporate profits, low interest rates and tax rebates to consumers had helped the economy in 2003 and that that same trend was expected to continue in 2004. He pointed out that Presidential election years tend to be strong years in the market. He said one of the key drivers for growth in 2004 would be when factories begin to expand. He said that has not happened yet but is something that is being looked for. He added that higher defense spending by the government is significant with over$400 Billion being allocated for defense in the last couple of years helping to fuel a lot of defense contractors who are hiring people and that is cumulative for the economy. He reminded the Board that the economy hinges on every word that Alan Greenspan says, and the indication after the most recent meeting of the Fed was that they would be patient with regard to interest rates. He said they do not expect any increase prior to the election but do expect a one-quarter percent increase in the last quarter.He called the Board's attention to the chart they had included which General Employees Pension Board Board Meeting—February 11,2004 Page 5 showed how markets do pre-election year and then actually in the year of the election. He said the charts Low shows the average gain in the S&P in the year before the election is up about 18%and the good news is that the increase was 28%for this last year. He said the average gain is 7.3%in the actual election year and with things looking as good as they do,the target for this Plan is 12%growth. Mr.Nash reminded the Board that,as in previous quarters,the very low quality company stocks had huge gains for the quarter. TRUSCO still believes in its rationale of purchasing higher quality stock as there are more solid returns over the long term. He reported that for the first fiscal quarter cash flow the Fund had a gain of$631,930 and the Fund closed out at$9,737,432 for that same quarter. Mr.Nash next commented on the mid-cap fund issue—this fund the one in which there had been a manager change. He told the Board that he understood their concern but assured them that TRUSCO's management was watching that manager's performance very closely. He said they expect and believe that there will be a good turnaround story and mentioned again that the 13%for the quarter,in Morningstar's universe,ranked in the 23`d percentile so the trend is looking better. Mr.Nash reminded the Trustees that the diversified portfolio of the Fund is,as always,a great benefit to the Fund. He said it has produced a significantly higher return and there has been a lot less risk taken and that,over the last nine years the Fund has been with TRUSCO,there has been an average 10%return out of the stock and bond portfolio for the period. He reiterated that the more conservative approach over the long term has been successful and is the way they will continue to invest. He reported that two new funds were added during the quarter,one was the small-cap growth fund and the other is that about 10%of the bonds were put in the shorter duration bond fund. Trustee Bishop said he had noticed that equities were 59%in the quarter ending 9/30 and that the recent report indicated that to be 61.2%. Mr.Nash responded that there had been some changes to reduce the mid-cap exposure and to put some of that money to work in the small-cap fund. He added that there had been solid appreciation out of the equity markets and they did move a lot closer to the targets. Mr.Nash advised the Board that there was one issue he wanted to discuss with them regarding the need for transparency within transactions in the mutual fund industry,particularly with how commissions are paid. He said that is currently under a lot of high scrutiny. He said that TRUSCO has always taken the stance that they believe the investors who are investing in co-mingled funds should be able to benefit from the recapture of the underlying commissions going on in the fund. He explained that is called commission recapture which is when a portion of commission recaptured can be directed to help offset consulting costs or other costs that the Fund experiences. He said that TRUSCO made a change in September to coincide with the fiscal year end because under the heightened scrutiny that is out there,they no longer feel comfortable paying commissions out of the co-mingled funds. He said it is expressly prohibited from mutual funds and they believe the SEC will be taking stance with regard to co-mingled funds so the program has been discontinued within the funds. He said that one of the things they have to offer to their clients where there can be transparency and they can still be able to take advantage of these programs is to individually manage the portfolios. He said to do this,TRUSCO will open up two additional accounts and will buy individual stocks—all of the stocks will be in the same percentages the funds owns,they will just be owned directly and handled by the same managers. He said that from the client's standpoint,it would be basically seamless other than just seeing the fund,all of the individuals holdings would be seen which is in the interest of providing the most transparency. All information regarding the stock—when it is traded, broker traded with,price paid,etc. He said this would be very easy to track and follow and with the individual securities the Fund would continue getting the direct program to offset expenses. He said this is a program that is being put in place for all of their municipal clients and as of the end of February or the first week in March,they would try to transition the portfolios. He said this is recommended by TRUSCO and actually allows a little more flexibility than with participation in a fund. Attorney Dehner commented that the advantage is to be able to continue to recapture commissions. Mr.Nash said that was the most significant issue and added that one disadvantage might be that,since two additional accounts would be opened,there is normally a cost for that. He said there would not be any additional costs from TRUSCO's perspective but the actuary may charge a little more. He said that is something to consider,to determine if it is worth moving over to the individual securities to be able to participate in commission recapture and General Employees Pension Board Board Meeting—February 11,2004 Page 6 said that because of the size of the Fund,he felt confident it would positive for the Fund,but that was an option. Trustee Sauerwein asked why the Board would want do to that. Mr.Nash again stated that this allowed the Fund to take advantage of recapturing the commissions. He said this has been being done on a pro rata basis for all of their clients but this would be for this Fund individually. He said this could now be done because of the technology advances that are now available. He said minimums to individually manage accounts was$5 million and for their municipal client base,since this issue has come into place,with the technology available,they could now manage$500 thousand per discipline. Mr.Larry Cole commented that if the Board did not do this,there would be a fee increase. He explained that there is a directive on file from this Board that says,to the extent possible, if not detrimental to the fund,trades should be made through Merrill Lynch. As an example,he cited that if the cost to trade is 6 cents per share,3 cents of that comes back to the Fund in the form of a credit on the fee billing from Merrill Lynch. He said that is not seen at present because it is all being done within the Fund environment so within the fund they are generating a lot of commissions and pro rating that out to the clients. He said if they did not make this change and just stopped paying out any credit for commissions,there would be nothing to offset and there would be a hard dollar bill from Merrill Lynch for the full amount of the contract with no credits. He said that this Pension Fund owns and is entitled to the rebate. He said he agrees with the decision made by TRUSCO which has sound reasoning behind it. He did indicate, however,frustration that Merrill Lynch had not heard of this solution up until just a couple of days ago and had not yet had a chance to determine how this could be monitored without increasing costs significantly. He said Merrill Lynch does a lot of analysis on the accounts each quarter and with this change there would be separate portfolios for each of the individually managed accounts instead of a single analysis for multiple clients invested in one type of fund. He said he did not have an answer for the Board at present about how this would be done but still felt that this would be better than if they received no credits. Trustee Sauerwein asked if that means there will be a decrease on the TRUSCO bill and an increase on the Merrill Lynch bill. Mr.Cole said that is a possibility but he does not yet have an answer. He said that the TRUSCO senior management did not communicate this situation very well. They discontinued paying commissions September 30 of last year and Merrill Lynch was not aware of it until they noticed—at a meeting similar to this—that there were no credits coming in. He said they would have to have more time to work with TRUSCO to determine how this could be handled. He said they will try to keep the fees down and make this as uniform as possible across the Board.Trustee Sauerwein asked for an example of the amount that credit might be. Mr.Cole responded that it is typically worth about 20 basis points to the equities. In the case of$6 million,20 basis points would result in a$12.000 credit. He said that,in most cases,there was enough of a credit that it was not necessary to send a bill. Chairperson Ison asked if this would be a wash? Mr.Cole again responded that he did not know how to answer. He said there would be no credit at all for the mutual funds and on small-cap,mid-cap,and international there would be no credit. He added that in the large-cap growth or the large-cap value,the turnover rate is lower. He said that,in any case,there would probably additional expense to the Plan but he did not think it would be significant in terms of total assets. Attorney Dehner asked if both Mr. Cole and Mr.Nash suggested that Board action be taken immediately so the transition could be made in mid-or late February and if the fee arrangement with Merrill Lynch would remain the same until something else could be presented to the Board. Both agreed and Mr.Cole added that the agreement with Merrill Lynch would stay the same until the May meeting when they could present an answer as to how they are going to handle it. Mr.Nash advised that TRUSCO, because of having to make this change so quickly without notification,realized that it may cause hardship for some of the plans so they have agreed to offset the consultant fees that may be assessed from Merrill Lynch for the quarters ended September 30 and December 31,2003,so when those bill are received,they should be forwarded on to TRUSCO for payment. He indicated that that might be the case for the quarter ending March 31,2004 also,but that had not yet been confirmed. Chairperson Ison asked the Trustees if they had any other questions and if they wanted to make a decision on making this change today. Attorney Denner stated that it would be a net financial gain to the Fund to cor act on this immediately,irrespective of what may happen with the Merrill Lynch fees. Following a brief General Employees Pension Board Board Meeting—February 11,2004 Page 7 discussion,it was on motion made by Trustee Jerry Sauerwein and seconded by Trustee Patricia 1 Cornell,unanimously �r RESOLVED that,based on the representations of the consultants from TRUSCO Capital Management and Merrill Lynch,TRUSCO Capital Management is hereby authorized to arrange for immediate separate account management for the large-cap funds of the City Of Ocoee General Employees Pension Fund in order to allow for commission recapture on transactions. Chairperson Ison then called upon Attorney Denner regarding distribution of a memo to the employee members. Attorney Dehner reminded the Board of previous discussions in which they had determined points on which they felt the employee membership should be advised by memorandum with those items already decided upon being related to forfeiture and the information on the dissolution of marriage policy and the Board involvement in domestic relations orders. He then advised that there are a few other items which he would suggest including,keeping in mind that the document should be as brief as possible so it will more likely be read. The first of the additional items he suggested was to be sure all members are aware that they have current beneficiary designations on file at all times. The second item he suggested was to advise the members that the Board will,once a member is vested,pay to have two specific actuarial calculations for the Plan Member and that if any more than these two are requested,the member will be responsible for payment. Another item he suggested was to include a rule for member communication with the Board. He said that is if a member has a question for the Board or has some communication a member would like to make with the Board,that is to be done in one of two ways;contact the Secretary and ask to be put on the agenda for an upcoming meeting or provide written communication to the Board. All of the Trustees indicated their agreement to including all of the proposed items and Attorney Dehner said he would prepare the document. Chairperson Ison advised the Board Members of a Letter of Resignation,dated February 10,2004,from Patricia Cornell,Vice Chairperson and Secretary. He read the letter aloud to the Board and then thanked Trustee Cornell for the work she has done for this Board. He asked for any comments or discussion,particularly about how this vacant seat would need to be filled. Trustee Grafton advised that the seat being vacated is chosen by the Board. Attorney Dehner stated that the appointment of a new Trustee would not have to be made immediately,therefore,it would give the Trustees time to consider the selection of a new Board Member. Trustee Grafton suggested scheduling a special session in March and present the Board's recommendation to the City Commission so the new Trustee could be affirmed prior to the May meeting. It was decided that the Board would meet for a special session on March 17,2004 at 10:00 a.m. for the purposes of filling this Board vacancy. Chairperson Ison then asked Attorney Dehner for his comments regarding the status of the rehire policy of the City. Attorney Denner advised that,immediately prior to this meeting,he had distributed information regarding suggested actual plan language to the Trustees for review and discussion at the next meeting. He asked all of the Trustees to read that over and perhaps a decision with respect to an Ordinance could be completed at the next meeting. Trustee Bishop was called upon for information regarding payment of bills.He then discussed the bills included with the package and indicated there was nothing out of the ordinary. Following a brief discussion, it was on motion by Trustee Cornell,seconded by Trustee Sauerwein,unanimously RESOLVED that all invoices be approved and paid as presented. Chairperson Ison suggested to the Board that it would be prudent for at least the next two meetings to appoint a Secretary and a Vice-Chairperson. He stated this would be a temporary appointment and then asked for volunteers. Trustee Bishop said he would take the Vice-Chairperson position. Trustee Grafton agreed to handle the position of Secretary. Chairperson Ison thanked both Trustees for their willingness to take over the positions on a temporary basis. L General Employees Pension Board Board Meeting—February 11,2004 Page 8 Chairperson Ison then called upon Trustee Cornell for a report on any correspondence. Trustee Cornell advised that there was a letter from Attorney Dehner's firm advising of a rate increase from$210 to$250 per hour. After a brief discussion, it was on motion made by Chairperson Ison,seconded by Trustee Cornell,unanimously RESOLVED to increase the hourly rate for attorney's fees from$210.00 to$250.00 per hour as requested by correspondence from Attorney H.Lee Dehner. Attorney Denner thanked the Board for approving this increase and told them that it was always a pleasure to attend the meetings of this Board. Trustee Cornell then called attention to the letter to Charles Slavin which she had prepared and signed as "Patricia Cornell for Tom Ison,Chairman"and asked if that was sufficient. Attorney Dehner answered that it had been handled properly. Chairperson Ison called upon Trustee Sauerwein for his report regarding record retention.Trustee Sauerwein advised the Board that he had been going through all of the records and has destroyed those that are over ten years old. He said the State has some classes for records management,one on April 22 in Crystal River and one on May 11 in Altamonte Springs and that he would go to one of the training classes and after attending the class,he would go through the records again and discard the items that do not have to be retained. Chairperson Ison informed Trustee Sauerwein that any travel of a Board Member is considered time on the job and expenses will be reimbursed. Chairperson Ison then mentioned to the Trustees that he had received notice of the annual FPPTA Conference which is to be held in Naples on June 27-30. He encouraged all of the Trustees to attend and told them they would need to call and get their reservations early to be assured of space in the same hotel. He said this could be brought up again at the March 17meeting and he would like everyone who will be able to attend to advise of that at the meeting so a check can be sent to the FPPTA to pay for everyone who chooses to go. Chairperson Ison called upon Attorney Denner for any comments. Attorney Dehner advised the Board of an update on the issue that has been discussed through the year which is the proposal to adopt the Division of Retirement position on use of state insurance rebate monies for Police&Firefighters exclusively for Policy&Firefighter benefits. He reminded that there were two ways to interpret the compliance with the 1999 legislation,one of which is the Division of Retirement opinion that every additional dollar beyond the 1997 amount has to be spent for benefits for Police&Firefighters and the other is the Attorney General's opinion where to determine compliance the actuary does a value differential measurement between the General Employees'Plan and Police&Firefighters and if that gap is equal to or greater than State money, then additional amounts coming in aren't mandated for benefit improvements but could be just a City contribution. He told the Board that the position more favorable for the General Employees is the Division position. He said the legislation passed the Senate and the House last year in two different sessions so it did not become law. He added that with that and litigation on the issue between the League of Cities and Division of Retirement,the administrative law judge ruled in favor of the Division position. He said the League of Cities filed a notice of appeal in October which is in the current in the Court of Appeal,that briefs have been filed and a decision is anticipated in the next month or two out of court. He reported that a bill has been pre-filed with this year's legislature which begins March 2,to essentially do the same thing that the bill last year would have done. He said that,by the next Board meeting,we should know the final results of the court case and the legislation. Attorney Denner then advised the Board about the issue of shareholder class action suits,which are becoming more prevalent. He said it is the responsibility of SunTrust as this Plan's custodian to file a proof of claim when they have a security that this Plan has owned of a company that is defending a class action law suit so this Plan would share in the recovery,if there is a recovery or a portion of the settlement. He advised of a national law firm,Milberg Weiss,which offers to provide a service for this Plan as well as other municipal plans which would be to provide information directly to the Board on the status of any litigation relating to any company in the Plan's portfolio. The firm would,at the Board's direction,provide General Employees Pension Board Board Meeting—February 11,2004 Page 9 updates in status to whoever the Board directs—that would be TRUSCO. He said the advantage to having this service would be that there would be more information than would otherwise be received and that it would be a failsafe to help assure nothing falling through the cracks in terms of filing proof of claim by TRUSCO on the Plan's behalf. He said that, if the Board decides to use this service, it would direct TRUSCO to send a custodial statement showing the securities owned to Milberg Weiss and they would review it each time they got a statement and they would notify the Board and TRUSCO if they identified a company that will be defending class action suits. He reported that there would be no expense to the Board with the exception of a fractional part of an hour for him to do the initial direction letters and documents to get all of this into place. Following a brief discussion,it was on motion by Chairperson Ison,seconded by Trustee Grafton,unanimously RESOLVED that Attorney H.Lee Dehner be and is hereby directed to prepare and send direction letters and documents as may be necessary to put into place monitoring services offered by the firm Milberg Weiss in order to have a failsafe to assure inclusion of this Plan in any Class Action Suits in which they may have an interest. Chairperson Ison asked the Trustees if they had any other business to discuss. Trustee Cornell said there had been two issues to come up during the past quarter,both having to do with Foster&Foster,Inc. She reminded the Board Members that Mr.Foster had indicated he would send this Board a letter outlining his fee rate increases and advised that letter had not yet been received. She said the other issue was that she had understood that the$100 charge for the personal actuary evaluation would go into effect with the work in October,2004,however,the$100 fee is already being charged. Trustee Bishop advised the Board that he is not impressed with some of the service being provided by Foster&Foster,Inc. He indicated that he personally had requested an answer with regards to the five year buy-out and paid the fee in June. The answer was not received until August. He stated that he thought that two months response time was too much. Trustee Cornell agreed that over the past four years, she has found their response to be very slow. She also indicated her concern that she was told by Eric Foster that the firm always low-balls the actuarial assessment when people are exiting the City. She said that did not seem to be the thing to do because if you get two free evaluations and they are low-balling the last free one and asked it that means that you have to pay$100 to get an accurate one? Chairperson Ison responded that the numbers from Foster&Foster are presented as an estimate,projected,and he said he would rather give someone a lower estimate than give them a higher one that actually comes back lower. He said that what all of these comments are about is the overall service from Foster&Foster. He suggested that perhaps, in the August meeting,relationships with the money manager and Foster&Foster could be discussed. He said it is time for a review and,with timing of a new Trustee coming on board for the May meeting,August would allow for time for the review to be done by a well-informed experienced Board and that would be good timing to set someone in motion to take over January 1,2005,if it be the pleasure of the Board. Trustee Bishop said he wondered if it would be helpful to work with a firm in the Orlando area. Trustee Grafton said there was a long time that the Board was criticized for having an attorney who came from so far away and they were encouraged to get someone closer to home. She said that she has been in a position to see what is available and has been able to defend the position to have what is considered to be the best-informed attorneys serving this Board —no matter what area they are from. She then asked Attorney Dehner if there is some particular way this problem should be handled. Attorney Denner responded that it is Board policy,when a problem develops with any consultant,the first step is to discuss it with the consultant and see if it can be worked out and that if the problem cannot be solved,in the opinion of the Board,then a replacement is researched. He said his office has lists of consultants who are available in each area. Chairperson Ison suggested a plan of action that he,on behalf of the Trustees,call Ward Foster to be at the next meeting explaining that there are concerns about the level of service and the Board would like to discuss it with him. Trustee Grafton said that she had understood there was a problem with getting incomplete information from the Finance Department and if that was the case,they could not do a good job without complete figures. Trustee Bishop responded that they wanted coy the information in a certain format and the information provided was using a previous format. He did indicate that this was hear say,he did not know that for certain. Attorney Delmer told the Board that his General Employees Pension Board Board Meeting—February 11,2004 Page 10 firm represents several funds in common with Foster&Foster,Inc.and that it was unusual to hear complaints about them. Chairperson Ison asked Trustee Cornell for any additional comments. Trustee Cornell responded by saying that she wanted to thank everyone on the Board. She said she had learned a lot and appreciated her time on the Board. Chairperson Ison thanked Trustee Grafton for taking over the secretary duties on a temporary basis. He then reviewed the information for the Agenda of the next meeting. He reminded that this meeting would include an open forum for the general employees about possible improvements to the plan and that would take place immediately after the meeting is called to order. He said other items to be covered would be a discussion with Attorney Dehner about the rehire policy;a special report from Larry Cole about the mid- cap fund;introduction of new Trustee;election of a permanent Secretary and permanent Vice-Chairman; and a discussion with Foster&Foster,Inc.relative to the$100 charge,the letter which has not been received,and overall services. Chairperson Ison asked for any other discussion or comments. There being none,the meeting was adjourned. Respectfully submitted, Jo Ann Lacey Recording Secretary Approved by: Tom Ison,Chairperson