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03-23-2015 CITY OF EDGEWATER FIREFIGHTERS' PENSION BOARD QUARTERLY MEETING MINUTES City Hall Council Chambers Monday March 23, 2015, at 5:OOPM TRUSTEES PRESENT: Dominick Fede Justin Nickels Scott Hopkins Gary Butt TRUSTEES ABSENT: None OTHERS PRESENT: Ferrell Jenne, Plan Administrator Doug Lozen, Plan Actuary Ken Harrison, Plan Attorney David Kelly, Investment Manager Mark Rhein, CFO of Salem Trust Company Donna Looney, Personnel Director John Thinnes, Performance Monitor Consultant 1. Call to Order Dominick Fede called the meeting to order at 5:OOPM 2. Roll Call As reflected above. 3. No Public Comment 4. Approval of Minutes The minutes from the December 15. 2014 quarterly meeting were approved upon motion by Scott Hopkins and second by Gary Butt, motion carried 40. 5. New Business a. Discussion of Senate Bill 1128. i. Ferrell Jenne directed the Board to the letter dated January 26, 2015 and informed them that both the General and Police Plans are having the Attorney prepare an Ordinance amendment allowing replenishment. ii. Ken Harrison stated that replenishment is up to the Collective Bargaining Unit and if interested, the board will need to alert the Union and they will need to address this with the City Manager. b. Discussion of board member vacancy. i. Ferrell Jenne informed the board that there are no applicants to date. ii. Ken Harrison stated that the board will need to keep working on this because the State at some point will question the board operating with only four(4) members. c. Discussion of Summary Plan Description (SPD). i. Ken Harrison states that a SPD needs to be done every two (2)years per statute, whether there have been changes or not, and handed out to all active members. ii. The board briefly discussed the SPD. The board approved the Summary Plan Description as presented upon motion by Justin Nickels and second by Scott Hopkins, motion carried 40. 6. Old Business a. Discussion of the IRS Determination Letter. i. Ken Harrison stated that the IRS now requires a determination letter to be filed every five (5)years. In the past there was no cycle. 1 ii. For the first cycle there was a grace period and the board opted not to submit. We are now well into the second cycle and the letter needs to be done. iii. The determination letter would be good until January 2019 if the Plan applied this cycle. iv. The IRS fee is$2,500. The fee for Sugarman &Susskind to file and prepare the determination letter is$8,500. v. Ferrell inquired whether the determination letter would still be valid if changes were made to the Plan. Mr. Harrison confirmed that the letter would still be valid and that the changes would simply be included in the next cycle. The board approved for the IRS Determination Letter to be done by Sugarman &Susskind for a fee not to exceed $11,000, upon motion by Scott Hopkins and second by Gary Butt, motion carried 4-0. 7. Reports a. Foster &Foster, Doug Lozen. i. Presentation of the October 1, 2014 Actuarial Valuation Report. 1. The contribution amounts of the October 1, 2014 report are applicable for plan/fiscal year ended September 30, 2016. 2. The Plan experienced a gain, meaning all actuarial assumptions were beat in total. Primarily due to a decrease in average pensionable compensation and an investment return of 10.1% which exceeded the 7.5%assumption. 3. The total required contribution reduced from 31.8% of payroll to 29.9% of payroll. 4. The balance due from the City reduced from 21.3%of total annual payroll to 19.4% of total annual payroll. 5. Doug Lozen states that the UAAL started at$790,815 and has decreased to$203,928 as of October 1, 2014. 6. There is still approximately$1 million in investment gains yet to be experienced. The Pension Plan will be an asset to the City once these investment gains are realized. 7. This Plan under the new GASB will currently show as an asset to the City. The board voted to approve the October 1, 2014 Valuation Report as presented, upon motion made by Justin Nickels and second by Gary Butt, motion carried 4-0. The board voted the declaration of returns for the Plan to be 7.5%for the next year, the next several years, and the long-tern thereafter net of investment related expenses, upon motion made by Justin Nickels and second by Scott Hopkins, motion carried 4-0. ii. Justin Nickels asked when the Plan will reach a point where they can begin discussing benefit improvements. 1. Ken Harrison stated that the Board can make a recommendation to the City for benefit improvements once they get the UAAL to zero or below zero. 2. Doug Lozen commented when the board is ready they can give him the goals of the Plan. For example, reduce contributions, reduce retirement age, increase multiplier, etc. and he can perform a study based on the goals. iii. Dominick Fede asked if the administration expenses shown in the valuation report are in-line with other plans. 1. Doug Lozen stated that they are, it's at 3% of payroll and that is only because of the size of the Plan (assets). This Plan is a relatively small size compared to the larger Plans using the same service providers. b. Bowen, Hanes, &Company, David Kelly 2 i. Quarterly Report as of December 31, 2014, and updated report as of March 18, 2015. 1. Assets have increased to approximately$10.6 million; estimated annual income is$164,165. 2. David Kelly highlighted new companies in the portfolio and gave a brief summary of each. 3. Total portfolio fiscal year to date is 7.0% (September 30, 2014— February 28, 2015). 4. David Kelly's recommended for the Plan to have some international exposure. Currently the Plan has no exposure. a. John Thinnes stated he will talk to David Kelly in- between meetings and get the IPS updated by next meeting to reflect this recommendation. c. Bogdahn Group, John Thinnes i. Quarterly report as of December 31, 2014. 1. John Thinnes explained that he will be the new contact for the board. 2. John Thinnes briefly reviewed the market environment for the quarter. 3. Net earnings for the quarter were 2.33% underperforming the policy benchmark of 2.65% by-0.32% points. 4. Since inception, the fund is at 5.34%, underperforming the policy benchmark of 6.58% by-1.24% points. 5. John Thinnes stated there is no need for rebalancing at this time. 6. Started the fiscal year at approximately$9.9 million. As of December 31, 2014, fund ended at approximately$10.2 million. 7. Ken Harrison directed the board to the compliance checklist and stated that this list compares the portfolio against the IPS. a. John stated that if you see a "no" on the compliance checklist, it doesn't mean you have to make a change, but a discussion item. The Board approved the December 31. 2014 quarterly report from The Bogdahn Group upon motion by Justin Nickels and second by Gary Butt, motion carried 4-0. ii. Discussion of the change of internal control memo. 1. Jon Thinnes explained that Joe Bogdahn sold the majority of his shares to Mike Welker. There has been no change in operations, but the company is moving from a family owned business to an employee owned company. SEC requires that Bogdahn notifies the Board via consent form. The Board approved the execution of The Bocidahn Group consent form upon motion from Scott Hopkins and second by Gary butt, motion carried 4-0. d. Sugarman &Susskind, Ken Harrison i. Ken reviewed the litigation that Salem Trust's subsidiary company, Pennant Management, is involved in, as well as the SSAE 16 Report. 1. Ken explained that only one (1) public pension plan was invested in the fraud investment. 2. Mark Rhein stated that the basis for the adverse opinion, which was the SSAE 16 Report, was due to a review of their internal processes by the auditor. This occurred during the software conversion when 5,000 trades had to be manually entered and filed. Due to the volume of the trades, normal processes were not followed and the documentation for these trades was not retained. Therefore, the auditor had no proof that the transactions occurred. 3. Mark Rhein informed the Board that in a couple of months, another audit will be done and Salem is not expecting an adverse opinion. This is a totally separate issue from the fraud 3 allegations committed against Salem's holding company, Pennant Management. Mark Rhein stated the USDA loans were guaranteed. Hard assets are in the process of being recovered and sold. 70% of assets have been identified to date. 4. Ken Harrison commented that Salem Trust has offered to repay any additional expense that the auditor charged the Plan for extra work associated with the problems Salem Trust encountered during the transition process. 5. Dominick Fede commented that the assets are safe and no benefit checks have been missed, so he is comfortable with not making a change at this time. 6. The Board took no actions on changing custodians. ii. Discussion of Globe Tax 1. Mark Rhein has all documents in place to enroll and will give David Kelly an update by Friday, March 27, 2015. Mark Rhein stated that by the next meeting, the fund should be enrolled. iii. Legislative Update 1. Ken Harrison discussed current bills that will be considered at the spring legislative session. a. Senate Bill 242, if passed, would require all local law plans to use the same mortality table as the FRS. The FRS table is more conservative than the current table being used and will result in an increase in the funding requirements. b. Senate Bill 172 states that if you are going to have a Share Plan it is subject to approval of Plan Sponsor either as a Direct Benefit or Direct Contribution. c. Senate Bill 216 creates municipal tax units that if passed, could bring in additional tax monies. 8. Disbursements Disbursements were approved as presented on the agenda upon motion made by Scott Hopkins and second by Gary Butt, motion carried 40. 9. Staff Reports, Discussion, and Action a. Ferrell Jenne informed the board that the Annual Report has been completed and is ready to be signed by the Chairman and Secretary. b. Ferrell Jenne discussed her letter dated, March 6, 2015 regarding her maternity leave and the firm's hiring of an administrative assistant. c. Ferrell Jenne informed the board about an upcoming conference held in Tallahassee by the Division of Retirement. d. A question on DROP and Share Plan disbursement was discussed. i. Can a member receive disbursement from Share when entering the DROP or do they have to wait until they exit? ii. Ken Harrison stated that he will need to research the issue, but commented that the Share Plan balance will continue to earn interest. 10. Adjournment The meeting adjourned at 7:10PM 11. Next Meeting June 15, 2015 at 5:OOPM Respectfully s mitted by: Approved by: A ��/,Ow err I Jenn , PI n Administrator ominick Fede, Chairman Date Approved By the Pension Board: : 1 4