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12-03-2009 - Joint Special General Employees' and Police Pension Boards of Trustees Minutes - Joint Special Meeting December 3,2009 Page I of5 CITY OF EDGEW A TER GENERAL EMPLOYEES' & POLICE OFFICERS' PENSION BOARDS OF TRUSTEES SPECIAL MEETING MINUTES Thursday, December 3,2009 CALL TO ORDER! ROLL CALL/DETERMINA TION OF A QUORUM The Edgewater General Employees' and Police Officers' Pension Boards held a special meeting on Thursday, December 3, 2009 in the City Hall Council Chamber at the City of Edgewater, Florida. Members Absent (General): Gigi Bennington Tyna Hilton Jonathan McKinney Tim Sopko John Brackin Brenda Dewees Bobby Laramore Dan Blazi Gary Conroy Ferd Heeb Lawrence Leaf Kevin Seymour None Mike Welker, The Bogdahn Group Sheila Hutcheson Members Present (General): Members Present (police): Members Absent (police): Performance Consultant: Plan Administrator: The special meeting of the General Employees' and Police Officers' Boards of Trustees was called to order at 9:30 a.m. by Chairman Bennington and Chairman Blazi. The Administrator called roll and both Boards had a quorum. Chairman Blazi welcomed new Police Trustee Kevin Seymour. The meeting opened with a brief overview/summary by Mike Welker, The Bogdahn Group, regarding the five managers to be interviewed. He stated that the Boards should ascertain from the presenters their respective investment philosophy/process. Mr. Welker can then review particulars with the Boards after the presentations. He distributed a report he had prepared for analysis/comparison of the firms and then reviewed the various criteria for evaluation of the managers, noting complementary blends of managers. The hallmarks of each firm are as follows: . Bowen Hanes: thematic manager; . Dana: risk adjusted, sector neutral; . ICC: deals with many Florida public funds; strategy for multicap is opportunistic, which has higher volatility; . Manning & Napier: the largest firm with the most funds and personnel; domestic equity strategy and a unique process (the compensation package for analysts is based on performance of the funds they manage); good performance and risk controls; and . WestEnd: a growing company, that buys mega stocks (big names), but buys fewer stocks. General Employees' and Police Pension Boards of Trustees Minutes - Joint Special Meeting December 3, 2009 Page 2 of5 The five firms were then interviewed and each provided an overview of their respective firms, staffing, scope of services, number of clients, fees, etc. The key information from the presentations was as follows: Bowen Hanes (BH) - David L. Kelly, III, Executive Vice-President Fees: 60 basis points on the first $1 o mill ion and 40 basis points on assets over $lOmillion (the assets of all three Edgewater plans would be grouped for fee purposes). Overview: The firm is based in Atlanta and North Carolina, but has many clients in Florida, including Edgewater Fire, and is the sole manager for the Tampa PolicelFire plan. The firm is small, with only about 110 clients, and it has long-term personnel. Process/Strategy: BH is a top-down, opportunistic manager, that looks at global trends and their analyses' goal is to determine which companies will be the best performers in the next three - five years. BH looks for high quality management and has a conservative approach. Mr. Kelly discussed some specific investments and performance, pointing out the overall excellent average annual return over the past twenty-three years of some clients. He also reviewed three, five, and seven years of historical returns. He concluded by stating that people, process, performance, and price are BH's hallmark traits. Member Heeb asked about the Fire Plan's assets, and Mr. Kelly said the assets are about $4+million, and the fund has been managed by BH for two years. Chairman Blazi asked about BH's work with public and private clients and was told that most of the assets are institutional, not private. He also asked about compliance with Chapters 175/185 and his recommendation for asset allocation; Mr. Kelly recommended a 70/30 (equity/fixed income) allocation and said that the Investment Policy Statement addresses statutory compliance. Dana Investment Advisors - Doug Classen, Senior Vice-President Fees: 65 basis points on the first $10million and 55 basis points on assets over $IOmillion, with further price breaks as assets grow. Overview: Dana has been in business almost thirty years, has forty-five employees, and $2.7billion in assets under management and is in most states, serving institutional clients (not retail clients). The firm works with fifty municipalities in Florida and ninety municipalities nationwide. Dana has a low risk profile, with risk adjusted returns. Mr. Classen stated that all clients want better returns with less risk, and Dana's returns over time are always in the top quartile, and always with the least risk. Process/Strategy: Sector bets are the main focus of their strategy and Mr. Classen discussed various investments in past years. Next, he referred to an article he distributed on Bill Miller, an outstanding manager, who outperformed all others for many years and then he lost fifteen years of outperformance in three years. That is not a good process to Dana. Mr. Classen then discussed the down side of sector bets historically and said that Dana's solution is to combine value and growth investments in a sector neutral approach. The firm does not invest more than 2% in any stock, investing in fifty stocks; this is what protects the downside. Dana has a three-step process: valuations, earnings momentum, and fund research, with 80% of the firm's time devoted to fund research. Mr. Classen continued with a review of Dana's risk/reward ratio and their up/down capture rate, noting again their sound returns with less risk. He then reviewed their holdings and dividend payments since October 1, 2008, noting that the firm also knows the importance of which stocks not to own. Their hallmarks are that the firm is lower risk, disciplined and repeatable, and is a consistent performer. General Employees' and Police Pension Boards of Trustees Minutes - Joint Special Meeting December 3,2009 Page 3 of5 Member Heeb asked if Dana invests in individual stocks in the name of the plan; Mr. Classen said that is how Dana invests. Mr. Heeb also asked if the Edgewater plans are too small; he said Dana's average fund size is $7million. Chairman Blazi asked what Dana's best achievements in Florida are; Mr. Classen noted the number of Florida clients and that the firm has never lost any clients in Florida. ICC Capital Management - Steven Stack, Chief Compliance Officer Fees: 50 basis points on total assets. Overview: ICC is a privately held firm headquartered in Orlando, and most of their business is with Chapter 175/185 plans, serving small to very large plans. The firm has twenty-five employees, with eighty-five clients since 1972 (mostly institutional clients). Process/Strategy: ICC has a three-step process for their investment focus: market capitalization, investment style (value vs. growth), and sector allocation. Mr. Stack then reviewed ICC's top ten holdings. There was discussion between Mr. Stack and various Board members and he advised that the Boards' members would be welcome to visit the Orlando office, regardless of whether or not ICC is hired; their process (rotational style) lends itself to some volatility; the firm's Florida plans five-ten year returns have generally exceeded earnings' assumptions and the returns have beat the benchmark over the long term; asset allocation for each client is based on the Investment Policy Statement of the client, and this is reviewed on a quarterly basis with The Bogdahn Group. Note: At the conclusion of the ICC presentation, the Boards recessed at 10:55 a.m. and the meeting resumed at II :03 a.m. Manning & Napier (M&N) - Christopher J. Long, Vice-President, Client Consultant and Greg Woodard, Portfolio Strategist Fees: 75 basis points on the current total assets of$9million, which would be lowered when the assets exceed $1 Omillion. Overview: M&N, an all cap manager with three hundred employees, thirty-four analysts, and over $2billion in assets managed, has three strategies: strategic profile, hurdle weight (for buying cyclical stocks) and bankable deal. The firm uses a team manager approach, not an individual manager for clients. M&N has many clients in Florida and the firm has beat the S&P ten years in a row, a record achieved by less than I % of investment managers. Their pension accounts have made 60% in cumulative returns in past ten years. M&N has offices in Atlanta, St. Petersburg, and Rochester New York, with ten Police/Fire plans in Florida. The firms' accounts range from those as small as $500,000, but the average asset size is about $7-8million. M&N is unique in having an independent audit of their processes each year since 1999. Process/Strategy: Mr. Woodard discussed the firm's group structure that is industry focused to become experts in various areas. The analysts, all of whom are long-term employees and very experienced, recommend stocks for individual portfolios. The analysts' compensation is tied to the performance of their stock selections. If they don't create gains for the client, they do not get a bonus. They can even get a negative bonus if the performance is poor and about 80% of their compensation comes from bonus payments. The senior research group reviews investments based on strategy, fit, and pricing. Member Sopko asked what distinguishes M&N from the other firms, and he noted the General Employees' and Police Pension Boards of Trustees Minutes - Joint Special Meeting December 3,2009 Page 4 of 5 bonus/compensation arrangement and the stability of personnel. Member Heeb asked if the firm invests in fixed income and was advised that fixed income is a large part of their business ($8 bill ion in fixed income investments). WestEnd Advisors - Ned Durden, Partner, Investment Analyst Fees: 55 basis points, regardless of amount managed. Overview: WestEnd is a boutique investment firm headquartered in North Carolina with $750million in assets managed, and has many Florida clients. The firm is employee-owned and has fourteen. Mr. Rob FaIT invented the process used by the firm. WestEnd's sole product is its large cap core equity portfolio. Process/Strategy: The firm's philosophy is to invest in high quality stocks, which will outperform over the long term. They base investments on the economic environment to benefit from economic tailwinds and to avoid the headwinds, picking sectors and then individual stock selections. WestEnd has a screening process for the S&P 500 to determine the best one hundred and twenty stocks therein; from these stocks, the firm then chooses eighteen to twenty stocks with up to 5% investment in each. Next, Mr. Durden reviewed the rolling three-year returns, which have outperformed the index by about 7% consistently over time and noted that their up/down market performance has been good as well. In down markets, the firms' returns are at only about 70% of the downturn. WestEnd believes the economy will improve in the next few quarters even though unemployment may increase. Consumer spending is increasing, but over the next six to eighteen months, the economy will be more of a trend-line environment and there will likely be more government regulation, which may inhibit growth. The firm's investment allocations make them well positioned for the economic environment ahead. Chairman Blazi asked how WestEnd evaluates companies and was told that it is not just performance based, but also based on the companies' personnel and plans for growth. Member Seymour asked about the effect of increased troops in Afghanistan; Mr. Durden said this would impact the economy and would affect timing for investment in industrials. Member Sopko asked about Florida clients and was told the firm has about six, but WestEnd would have staff present to meet with the Boards once each quarter if hired. At the conclusion of the presentations, Mr. Welker asked the Boards for their input as to what they viewed positively or negatively about the firms. Member Conroy said that Dana's risk control was impressive; Mr. Welker advised that he has worked with Dana since 1999. In response to an inquiry from Member Seymour, Chairman Blazi explained that the plans have been with Principal and investment choices were made by Principal, not the Boards. Accordingly, this is the first time the Boards have undertaken this process. Member Heeb asked if more than one manager should be hired and Mr. Welker said it depends on the degree of risk the Boards will take. Certain managers could be good stand-alone managers (Dana and M&N), but the others would need to be complemented by a different type of manager. He said that the Boards should have no more than two managers. Member Heeb also asked about the firms that could handle all types of investments and Mr. Welker said all could, with the exception of WestEnd. However, Mr. Welker recommended that a separate bond manager be hired, based on the amount the three plans would jointly have for fixed income investments. Mr. Heeb then asked about the logistics of transfers from equities to fixed income investments and was told that the Investment Policy Statement addresses the asset allocation and it is reviewed quarterly by The Bogdahn Group to ensure compliance. General Employees' and Police Pension Boards of Trustees Minutes - Joint Special Meeting December 3, 2009 Page 5 of5 The Boards then discussed their ratings of the top firms, finalized their respective preferences, and made the following motions. Police Board: Member Heeb made a motion to hire ICC Capital Management and Dana Investment Advisors for investment management services, subject to successful contract negotiations by Attorney Dehner; Member Leaf seconded the motion, which passed on a roll call vote (4-1), with Chairman Blazi dissenting. General Board: Member Hilton made a motion to hire ICC Capital Management and WestEnd Advisors for investment management services, subject to successful contract negotiations by Attorney Dehner; Member McKinney seconded the motion, which passed unanimously. Both Boards asked to have on the December 14, 2009 quarterly meeting agendas the discussion as to the percentage of assets to be invested with each firm. STAFF REPORTS, DISCUSSION, AND ACTIONffRUSTEES' REPORTS, DISCUSSION, AND ACTION/REQUESTS FROM THE PUBLICIEMPLOYEES PRESENT - None. ADJOURNMENT - The meeting of both Boards was adjourned at 12: 16 p.m. Respectfully Submitted: Approved: ~ Sheila Hutcheson Plan Administrator -- an sion Board