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2017-02-06 General Meeting & All Funds Individual MeetingsCITY OF OKEECHOBEE GENERAL EMPLOYEES/POLICE/FIRE PENSION BOARDS REGULAR MEETING MINUTES, February 6, 2017 CITY HALL, 55 SE THIRD AVENUE OKEECHOBEE, FL 34974 1. CALL TO ORDER Jack Boon called a meeting of the Board of Trustees for the City of Okeechobee General Employees/Police/Fire Pension Boards to order at 5:00 PM in the Conference Room at Station 83. It was noted that the Firefighters did not have a quorum. TRUSTEES OKEECHOBEE GENERAL Nathan Pippin - Chairman Jackie Dunham - Secretary Melissa Henry Daryl Roehm Jeanna Lanier -Absent POLICE Jack Boon - Chairman Bettye Taylor — Secretary Ray Worley Bill Barlett Ryan Holroyd - Absent Fire Herby Smith — Chairman — Arrived Late Michael Skipper —Secretary -Absent Adam Crum John Koepke Glen Hodges —Absent 2. PUBLIC COMMENT OTHERS Scott Baur, Kyle Tintle & Brittany Park, Resource Centers Scott Christiansen, Attorney Tony Kay, Bogdahn Group (AndCo) There were no additional comments from the public. 3. REPORTS Investment Consultant Report (Tony Kay) Tony Kay explained the name change from Bogdahn Consulting to AndCo. He highlighted the line before the name AndCo to codify the partnership and putting clients first. He reviewed the market environment for the quarter ending December 31, 2016. Fixed income had losses as a result of the election and an interest rate increase. Value funds out performed growth funds for the year. He explained the concept of asset diversification. Mr. Kay reviewed the asset breakdown over the quarter. The General plan ended the year with $4,446,066 in assets. The gross trailing returns for the fund year to date for the General plan were 0.70% versus the policy at 0.80%. The Police plan ended the year with $7,997,826 in assets. The gross trailing returns for the Police fund year to date were 0.15% versus the policy at Meeting February 6, 2017 Page 2 of 5 0.53%.The Fire plan ended the year with $3,562,368 in assets. The gross trailing returns for the Fire's fund year to date were 1.03% versus the policy of 0.53%. AnclCo continued to recommend replacing Dana Investments with 50% to large cap Index, 25% to a large cap Value Manager, and 25% to a large cap Growth Equity Manager. Mr. Kay reviewed the performance for the individual managers. The General Employees Plan and the Police Plan replace Dana Investments last quarter, while the Fire Plan continued to retain the manager. Mr. Kay presented the recommended assets allocations to the Fire replacing the funds currently with Dana Investments. Mr. Kay reviewed two large value equity managers, Becker and Delaware Investments. Becker seeks to identify holdings with both near term and long term potential for gains. Mr. Kay outlined characteristics for typical holdings in the respective manager portfolios. He highlighted their historical performance, showing both risk and return characteristics for the recommended managers. Mr. Pippin asked about the investment process and buying and selling disciplines. The Russell 1000 Value Index is the performance benchmark or the passive index alternative. AnclCo recommends Becker based on lower fees and a better downside protection. The option has a team management and lower standard deviation or volatility. Mr. Pippin questioned the value of active managers, while Mr. Roehm questioned the recommendation for Becker. Some discussion was held on the best way to proceed. Mr. Kay reviewed the growth manager recommendations, Alger Investments and Massachusetts Financial Services (MFS). He contrasted the growth managers to the recommended value managers. He advised MFS for the large growth equity manager based on strength of their research team, lower fees, portfolio diversification, and superior downside protection and lower volatility. Mr. Pippin asked about the expectations for the future strategy and manager changes. He expressed difficulty implementing significant asset changes without more time to consider the options. The Board further considered the impact of the recommended changes. Attorney Report (Scott Christiansen) Mr. Christiansen addressed the Securities Monitoring Agreement. His firm updated the agreements following the split. Each Board will review the agreement and then make a motion, to approve if accepted. He stated that the Summary Plan Description for Police and Fire requires updating. Mr. Christiansen provided a legislative update and reviewed the proposed legislation relating to voting conflicts. Currently Trustees must only abstain from a vote that results in any personal gain. SB306 would prohibit Trustees from making any recommendations where the Trustee might gain in any way. Another bill would expand presumptions for certain changes for Fire. Mr. Christensen provided a brief overview of the Sunshine Law and he will provide an outline for distribution as well. Administrator Report (Scott Baur and Brittany Park) Ms. Taylor asked for DROP statements for employees. There were questions on the Forms and a request for a 1099R for Retired Chief Dennis. No other Administrative report. The Boards adjourned the open session at 6:20 pm and proceeded into their individual sessions. Ms. Park will go to the Police Board; Ms. Tintle will go to the Fire Board and Mr. Baur to the General Board. Meeting February 6, 2017 Page 3of5 INDIVIDUAL SESSION: POLICE BOARD Jack Boon called the individual meeting of the Police Trustees to order at 6:23 pm. The Trustees noted that Mr. Holroyd was absent. Ms. Taylor made a motion to authorize the Attorney to update the Summary Plan Description. The motion received a second by Mr. Bartlett, approved by the Trustees 4-0. Ms. Taylor made a motion to approve the Minutes from the November 7, 2016 meeting. The motion received a second by Mr. Bartlett, approved by the Trustees 4-0. The Board discussed the listed termination dates and the need to verify and correct them if needed. Mr. Bartlett made a motion to approve the December 31, 2016 financial statement. The motion received a second by Mr. Worley, approved by the Trustees 4-0. Mr. Bartlett made a motion to approve the Warrant dated February 6, 2017. The motion received a second by Ms. Taylor, approved 4-0. Mr. Bartlett made a motion to invest 50% in the Vanguard S&P 500 Index and 25% into MFS and 25% into Becker as Mr. Kay recommended. The motion received a second from Ms. Taylor, approved by the Trustees 4-0. The Police Board adjourned their individual session at 6:35 pm. INDIVIDUAL SESSION: FIRE BOARD Mr. Smith called the individual meeting of the Fire Trustees to order at 6:23 pm. Mr. Crum made a motion to authorize the Attorney to update the Summary Plan Description. The motion received a second by Mr. Koepke, approved by the Trustees 3-0. Mr. Smith made a motion to sell off Dana and invest 50% in the Vanguard S&P 500 Index and 25% into MFS and 25% into Becker as Mr. Kay recommended. The motion received a second from Mr. Crum, approved by the Trustees 3-0. Mr. Koepke made a motion to approve the December 31, 2017 financial statement. The motion received a second from Mr. Smith, approved by the Trustees 3-0. The Fire Board adjourned their individual session at 6:40 pm. INDIVIDUAL SESSION: GENERAL BOARD Mr. Baur called the individual meeting of the General Board Trustees to order at 6:22 pm. Ms. Dunham made a motion to approve the November 7, 2016 meeting minutes as amended. The motion received a second by Mr. Roehm, approved by the Trustees 4-0. Meeting February 6, 2017 Page 4 of 5 The Salem Trust Company offered a fee reduction based on the fact that there was no longer a separate account. Ms. Henry made a motion to approve the agreement for Salem Trust. The motion received a second by Ms. Dunham, approved by the Trustees 4-0. The Board reviewed the fee structure stating it remained the same for Christiansen & Dehner, $407 an hour and % time for travel. Mr. Roehm made a motion to approve the agreement for Christensen &Dehner. The motion received a second from Ms. Dunham, approved by the Trustees 4-0. Mr. Christensen addressed the auditor agreement. He contacted Mr. Jay McBee for the next engagement letter for 2017. Mr. Roehm made a motion to approve the Summary Plan Description that was update by Christensen & Dehner. The motion received a second by Ms. Dunham, approved by the Trustees 4-0. Mr. Roehm made a motion to engage the securities monitoring firm, Robbins Geller. The motion received a second by Ms. Henry, approved by the Trustees 4-0. Ms. Dunham made a motion to accept the Pension Resource Center's (PRC) fee reduction from $1,500 to $1,040 and directed Christensen& Dehner to prepare an addendum to the contract. The motion received a second from Ms. Henry, approved by the Trustees 4-0. Mr. Christensen will prepare an addendum that reduces the fee from $1,500 to $1,040 effective January first. The discussion of the operating rules was tabled until the May meeting. Mr. Christensen will review the changes to the operating rules at the next meeting. Mr. Baur explained the interim financial statements that were then received and filed by the Board. Mr. Roehm made a motion to approve the warrant dated February 6, 2017. The motion received a second by Ms. Henry, approved by the Trustees 4-0. The Board requested the Resource Centers to email a Travel & Expense Reimbursement to Mr. Pippin. The Board discussed the new member enrollments. Mr. Christensen suggested the Trustees make a motion since Ms. Clark is a Council Member. Ms. Dunham made a motion to approve new members, Ms. Clark and Ms. Kelly, to the Plan. The motion received a second by Mr. Roehm, approved 4-0. A discussion was held regarding investment reports and where members can view them. The Board discussed the manner of distribution for the Summary Plan Description. The Trustees considered distributing them with the pay stubs. Meeting February 6, 2017 Page 5 of 5 The Board considered recommendations that were presented by the Investment Consultant. The Investment Consultant is independent and does not benefit by any suggestions made. Ms. Henry made a motion to take 50% from the Vanguard S&P 500 Index and to invest 25% to MFS and 25% to Becker. The motion received a second from Mr. Roehm, approved 3-1. The Board reviewed the fiduciary roles and responsibilities of the Trustees. The General Board adjourned their individual session at 6:55 pm.