02/19/2008
TRUSTEES OF THE EMPLOYEES' PENSION FUND MEETING MINUTES
CITY OF CLEARWATER
February 19, 2008
Present: Frank Hibbard Chair
Carlen Petersen Trustee
John Doran Trustee
George N. Cretekos Trustee
Paul Gibson Trustee
Also Present: William B. Horne, II City Manager
Jill S. Silverboard Assistant City Manager
Rod Irwin Assistant City Manager
Pamela K. Akin City Attorney
Cynthia E. Goudeau City Clerk
Patricia O. Sullivan Board Reporter
The Chair called the meeting to order at 10:01 a.m. at City Hall.
To provide continuity for research, items are in agenda order although not
necessarily discussed in that order.
2 - Approval of Minutes
2.1 Approve the minutes of the January 14, 2008 Pension Trustees meeting as submitted in
written summation by the City Clerk.
Trustee Petersen moved to approve the minutes of the Pension Trustees meeting of
January 14, 2008, as recorded and submitted in written summation by the City Clerk to each
Trustee. The motion was duly seconded and carried unanimously.
3 - Pension Trustee Items
3.1 Approve hiring Eaton Vance and Wellington Management as emerging market equity
managers and authorize staff to sign the appropriate contracts.
At the Pension Trustee meeting on August 13, 2007, the Trustees reaffirmed the
commitment to an 8% allocation to the emerging market sector as recommended in the Asset
Allocation Study. The Trustees also authorized Dahab Associates to assist staff in this search.
Dahab posted a RFQ (Request for Qualifications) on their website and contacted firms,
encouraging them to respond to the City’s search for an emerging market manager. Dahab
received a total of 44 responses to the RFQ. A summary of the RFQ responses has previously
been furnished to the Trustees via email.
Staff reviewed the 44 responses and, working with the consultants, narrowed the list to
three firms for final presentations: 1) Eaton Vance Management; 2) JP Morgan Investment
Pension Trustees 2008-02-19
1
Management; and 3) Wellington Management Company. As a result of the final presentations,
the Pension Investment Committee is recommending the emerging market allocation be split
between Eaton Vance and Wellington Management. The committee feels that the
performance of these two companies will complement each other. This will result in lower
volatility to the Pension Plan.
Eaton Vance uses a top-down process to select companies to invest in that is very
structured and quantitative. Wellington uses a process to select companies that is bottom-up
and very fundamental. Simply put, Eaton Vance believes that the country selection is the most
important factor for performance while Wellington believes that selecting the right companies is
the most important factor for performance. The difference between the two managers can be
summarized by turnover of their portfolios. The City can expect Eaton Vance’s portfolio to
turnover between 5 to 20% a year while Wellington will turnover about 100% per year.
Eaton Vance offers a commingled fund that charges 125 basis points (bps) per year.
Wellington offers a commingled fund that charges 100 bps for the first $25 million and 90 bps
for the next $25 million. Eaton Vance has beaten the MSCI EM benchmark for eight
consecutive years, which is how long the firm has existed. Wellington has beaten the same
benchmark for seven of the last 10 years.
The following is an annualized summary (Gross of Fees) of their recent performance:
Eaton Vance Wellington MSCI EM
Last 3 Years 43.96% 40.20% 38.67%
Last 5 Years 37.77% 33.00% 30.62%
Staff is proposing that the City will average into this asset class over time. Funding for
the new managers will come from the passive EAFE index fund
Trustee Doran moved to approve hiring Eaton Vance and Wellington Management as
emerging market equity managers and authorize staff to sign the appropriate contracts. The
motion was duly seconded and carried unanimously.
3.2 Approve hiring Security Capital Research and Management Inc. as a REIT manager for a
performance based fee and authorize staff to sign the appropriate contracts.
At the Pension Trustee meeting on August 13, 2007, the Trustees reaffirmed the Plan’s
commitment to a 10% allocation to REITs as recommended in the Asset Allocation Study. The
Trustees also authorized Dahab Associates to assist staff in this search. Dahab posted a RFQ
on their website and contacted prospective managers. Dahab received a total of 32 responses
to the RFQ. The RFQ responses have previously been furnished to the Trustees.
Staff reviewed the thirty-two responses and with the consultants narrowed the list to
four firms for finals presentations: 1) Adelante Capital Management; 2) FAF Advisors, Inc.; 3)
T. Rowe Price Associates, Inc.; and 4) Security Capital Research and Management Inc. As a
result of the finals presentation, the Pension Investment Committee is recommending that
Security Capital Research and Management, Inc. be retained as the REIT manager. The
Pension Trustees 2008-02-19
2
product that Security Capital offers has a track record of move than ten years. The securities
in the portfolio are selected using a rigorous bottom-up investment process based on three
disciplines: real estate research, company analysis and market strategy.
The product has the following average returns:
Since Inception Three-year return Five-year return
Security Capital 18.9 % 22.5 % 24.5%
Benchmark 15.2% 19.7% 22.5%
Security Capital offers the following two fees restructures: 1) The first structure is a flat
fee structure based entirely on the value of the portfolio i.e. 100 bp on first $10 million, 75 bp
on next $15 million, 70 bp on next $25 million, and 65 bp on next $25 million. Under the first
fee structure, an account with an average value of $60 million would have an annual fee of
$452,500, and 2) The second structure is a flat fee of 65 bp per annum fee (example $390,000
for $60 million investment), with an annual performance fee equal to 5% of the multiple by the
Wilshire Real Estate Security Index (WARESI) out-performance for the period. As an
example, if the account's average value for the year was $60 million and it out-performed the
WARESI by 2.00%, the performance fee for the period would be $60,000, for a total annual
fee of $450,000.
The Pension Investment Committee recommends the performance fee structure. Staff
will average into this asset class over time. The funding for this new allocation will come from
a rebalancing of the portfolio.
In response to questions, Cash & Investments Manager Steve Moskun said the City will
be informed immediately if the REIT manager leaves the firm. Investments will be in the
domestic market and include commercial and industrial real estate and some apartment
complexes.
Trustee Cretekos moved to approve hiring Security Capital Research and Management
Inc. as a REIT manager for a performance based fee and authorize staff to sign the
appropriate contracts. The motion was duly seconded and carried unanimously.
3.3 Employees listed below be accepted into membership in the City of Clearwater's
Employees' Pension Plan.
Pension Eligible
Name, Job Class, & Dept./Div Hire Date Date
Elmer Foster, Parks Service Tech. I/Parks & Recreation 01/22/08 01/22/08
Eliad Glenn, Police Officer/Police 01/08/08 01/08/08
John Fischer, Maintenance Worker II/General Services 11/13/07 11/13/07
Joi Limpkin O'Neal, Police Comm. Operator Trainee/Police 12/10/07 12/10/07
Michael Quinzi, Parks Service Tech. III/Parks & Recreation 12/03/07 12/03/07
Miguel Tambucho, Recreation Leader/Parks & Recreation 12/10/07 12/10/07
Christopher Britt, Public Utilities Tech. I/Public Utilities 12/10/07 12/10/07
Benjamin Futral, Customer Service Rep./Customer Service 12/10/07 12/10/07
Pension Trustees 2008-02-19
3
Wendy Heminover, Recreation Prog. II/Parks & Recreation 12/08/07 12/08/07
Rayshawn Larry, Police Cadet/Police 12/10/07 12/10/07
David Huff, Police Communications Operator Trainee/Police 12/10/07 12/10/07
Indira Witcombe, Police Comm. Operator Trainee/Police 12/10/07 12/10/07
Michelle Mann, Police Comm. Operator Trainee/Police 12/10/07 12/10/07
Patricia Schauer, Firefighter/Fire 11/26/07 11/26/07
James Stanley, Building Con. Insp./Dev.& Neigh. Services 12/10/07 12/10/07
Trustee Gibson moved to accept the listed employees into membership in the City of
motion carried
Clearwater's Employees' Pension Plan. The was duly seconded and
unanimously.
3.4 Ralph Basnight, Gas Department, be granted a regular pension under Section(s) 2.393
and 2.397 of the Employees’ Pension Plan as approved by the Pension Advisory Committee.
,
Ralph Basnight, Gas Specialist, Gas Departmentwas employed by the City on April
28, 1980, and his pension service credit is effective on that date. His pension will be effective
August 1, 2008. Based on an average salary of approximately $48,888 per year over the past
five years, the formula for computing regular pensions, and Mr. Basnight’s selection of the
Joint & Survivor Annuity, this pension will approximate $37,969 annually.
This pension was approved by the Pension Advisory Committee on January 10, 2008.
Section 2.393 provides for normal retirement eligibility when a participant has reached age 55
and completed twenty years of credited service, has completed thirty years of credited service,
or has reached age 65 and completed ten years of credited service. Mr. Basnight qualifies
under the age 55 and 20 years of service criteria.
Trustee Petersen moved that Ralph Basnight, Gas Department, be granted a regular
pension under Section(s) 2.393 and 2.397 of the Employees’ Pension Plan as approved by the
Pension Advisory Committee. The motion was duly seconded and carried unanimously.
3.5 Alan Uhr, Police Department, and Amy Courtney, Customer Service Department, be
allowed to vest their pensions under Section(s) 2.397 and 2.398 of the Employees’ Pension
Plan as approved by the Pension Advisory Committee.
,
Alan Uhr, Police Communications Operator, Police Departmentwas employed by the
City on November 20, 1989, and began participating in the Pension Plan on that date. Mr. Uhr
transferred from full-time to part-time on January 4, 2008.
Amy Courtney, Customer Service Representative, Customer Service Department, was
employed by the City on November 24, 1986, and began participating in the Pension Plan on
that date. Ms. Courtney terminated employment with the City of Clearwater on December 21,
2007.
The Employees’ Pension Plan provides that should an employee cease to be an
employee of the City of Clearwater or change status from full-time to part-time after completing
Pension Trustees 2008-02-19
4
Section 2.393 (p) provides for normal retirement eligibility when a participant has
reached age 55 and completed twenty years of credited service, has completed 30 years of
credited service, or has reached age 65 and completed ten years of credited service. Mr. Uhr
would have completed at least 20 years of service and reached age 55 on November 20, 2009.
His pension will be effective December 1,2009. Ms. Courtney would have completed 30 years
of service on November 24, 2016. Her pension will be effective December 1, 2016. These
pensions were approved by the Pension Advisory Committee on January 10, 2008.
Trustee Doran moved that Alan Uhr, Police Department, and Amy Courtney, Customer
Service Department, be allowed to vest their pensions under Section(s) 2.397 and 2.398 of the
Employees' Pension Plan as approved by the Pension Advisory Committee. The motion was
duly seconded and carried unanimously.
4 . Other Business
Human Resources Director Joe Roseto introduced Herb McLaughlin, the citizen
member of the Pension Investment Committee.
5 . Adjourn
The meeting adjourned at 10:08 a.m.
J-ilf".e #/~
Employee's Pension Plan Trustees
Pension Trustees 2008-02-19
5