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05/15/2007 TRUSTEES OF THE EMPLOYEES' PENSION FUND MEETING MINUTES CITY OF CLEARWATER May 15, 2007 Present: Frank Hibbard Chair Carlen Petersen Trustee John Doran Trustee George N. Cretekos Trustee Paul Gibson Trustee Also Present: William B. Horne, II City Manage Garry Brumback Assistant City Manager Rod Irwin Assistant City Manager Leslie Dougall-Sides Assistant City Attorney Cynthia E. Goudeau City Clerk Patricia O. Sullivan Board Reporter The Chair called the meeting to order at 8:34 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 April 16, 2007 Pension Trustees meeting as submitted in written summation by the City Clerk. Trustee Petersen moved to approve the minutes of the April 16, 2007 Pension Trustee meeting, as recorded and submitted in written summation by the City Clerk to each Trustee. motioncarried The was duly seconded and unanimously. 3 - Pension Trustee Items 3.1 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 Renaldo Rios, Custodial Worker/Parks & Recreation 02/05/07 02/05/07 Benedetto Matttiace, Parks Service Tech. l/Parks & Rec. 02/05/07 02/05/07 Sara Josuns, Environmental Specialist/Engineering 02/05/07 02/05/07 Joe Harrar, Solid Waste Wkr./Solid Waste/General Services 02/05/07 02/05/07 Sammy Cruz, Field Service Rep. I/Customer Service 02/05/07 02/05/07 John Sadowski, WWTP Operator A/Public Utilities 02/05/07 02/05/07 Wendy Arnold, Firefighter/Fire 03/19/07 03/19/07 Pension Trustees 2007-05-15 1 Michael Cannarelli, Firefighter/Fire 03/19/07 03/19/07 Travis Connolly, Firefighter/Fire 03/19/07 03/19/07 Patrick Davis, Jr., Firefighter/Fire 03/19/07 03/19/07 James Groth, Firefighter/Fire 03/19/07 03/19/07 Jason Haynor, Firefighter/Fire 03/19/07 03/19/07 Andrew Leeth, Firefighter/Fire 03/19/07 03/19/07 Eric Miller, Firefighter/Fire 03/19/07 03/19/07 Sean Premo, Firefighter/Fire 03/19/07 03/19/07 Ryan Snelling, Firefighter/Fire 03/19/07 03/19/07 Robert Winer, Firefighter/Fire 03/19/07 03/19/07 Mark Wing, Firefighter/Fire 03/19/07 03/19/07 Ryan Pauly, Police Communications Operator/Police 03/19/07 03/19/07 Trustee Doran 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. 3.2 Robert J. Caruso, Gas Department; Frank Riotto, Marine & Aviation Department; and Larry Hamrell, Library 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. Robert Caruso, Gas Supervisor, Gas Department was employed by the City on January 10, 1977, and his pension service credit is effective on July 30, 1977. His pension will be effective May 1, 2007. Based on an average salary of approximately $51,709 per year over the past five years, the formula for computing regular pensions, and Mr. Caruso’s selection of the Joint & Survivor Annuity, this pension will approximate $42,292 annually. Frank Riotto, Marine Facility Operator, Marine & Aviation Department, was employed by the City on March 21, 1994, and his pension service credit is effective on December 11, 1995. His pension will be effective April 1, 2007. Based on an average salary of approximately $33,445 per year over the past five years, the formula for computing regular pensions, and Mr. Riotto’s selection of the Life Annuity, this pension will approximate $10,936 annually. Larry Hamrell, Librarian I, Library Department, was employed by the City on November 3, 1986, and his pension service credit is effective on June 21, 1989. His pension will be effective May 1, 2007. Based on an average salary of approximately $45,906 per year over the past five years, the formula for computing regular pensions, and Mr. Hamrell’s selection of the Joint & Survivor Annuity, this pension will approximate $22,545 annually. These pensions were approved by the Pension Advisory Committee on April 12, 2007. 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. Caruso qualifies under both the age 55 and twenty years of service and thirty years of service criteria. Mr. Riotto and Mr. Hamrell qualify under the age 65 and ten years of service criteria. Pension Trustees 2007-05-15 2 Trustee Cretekos moved that Robert J. Caruso, Gas Department; Frank Riotto, Marine & Aviation Department; and Larry Hamrell, Library Department, be granted a regular pension under Section(s) 2.393 and 2.397 of the Employees’ Pension Plan as approved by the motion carried Pension Advisory Committee. The was duly seconded and unanimously. 3.3 Jeffrey A. Patterson, Fire Department, be allowed to vest his pension under Section(s) 2.397 and 2.398 of the Employees’ Pension Plan as approved by the Pension Advisory Committee. , Jeffrey A. Patterson, Fire Lieutenant, Fire Departmentwas employed by the City on July 29, 1991, and began participating in the Pension Plan on that date. Mr. Patterson terminated from City employment on March 25, 2007. The Employees’ Pension Plan provides that should an employee cease to be an employee of the City of Clearwater after completing ten or more years of creditable service (pension participation), such employee shall acquire a vested interest in the retirement benefits. Vested pension payments commence on the first of the month following the month in which the employee normally would have been eligible for retirement. Section 2.393 (p) provides for normal retirement eligibility when a participant has completed twenty years of credited service in a type of employment described as “hazardous duty” and further specifically defines service as a Fire Lieutenant as meeting the hazardous duty criteria. Mr. Patterson would have completed 20 years of service on July 29, 2011. His pension will be effective August 1, 2011. This pension was approved by the Pension Advisory Committee on April 12, 2007. Trustee Gibson moved that Jeffrey A. Patterson, Fire Department, be allowed to vest his pension under Section(s) 2.397 and 2.398 of the Employees’ Pension Plan as approved by motion carried the Pension Advisory Committee. The was duly seconded and unanimously. 3.4 Accept the Actuary's Report for the Employees' Pension Plan for the plan year beginning January 1, 2007. The January 1, 2007, actuary report for the Employees' Pension Plan indicates a City employer contribution of $12,520,399, equivalent to 15.77% of covered payroll, is required for Fiscal 2008. This is a decrease from the Fiscal 2007 required contribution of $15.4 million. The current required contribution of $12.5 million, in accordance with Florida statutes, exceeds the minimum required contribution per the plan ordinance of 7% of payroll ($5.6 million). The decrease in the required employer contribution was primarily due to recent plan assumption changes (termination, retirement, and mortality assumptions). These changes, approved by the Pension Trustees on January 16, 2007, were the result of a comprehensive review of plan assumptions in conjunction with the implementation of a new governmental accounting standard related to other post employment benefits. Per the draft actuary report, assumption changes caused the current year required contribution to decrease from $15.5 million, or 19.51% of covered salaries, to $12.5 million, or 15.77% of covered salaries. Pension Trustees 2007-05-15 3 Also contributing to the decrease in the required contribution was an actuarial investment return (5-year weighted average) of 7.87% versus an assumed rate of 7.5%. This was due to three years of investment performance that exceeded the 7.5% assumed rate - 20.08%, 9.73%, and 11.80% for calendar years 2003, 2004, and 2006, respectively; partially offset by two years of investment earnings below the assumed rate - (8.83)% and 6.67% for calendar years 2002 and 2005. The actuarial investment return five-year average of 7.87% was an improvement from the January 1, 2006 report’s average return of 4.58% due to the dropping off of a negative return of (5.16)% for calendar 2001 from the five-year average, replaced by 11.80% for calendar 2006. Also contributing to the decrease in the required contribution were actual salary increases of 5.15% versus the assumption of 6.00%. Prior year actual salary increases were 5.49%. The plan has a current "credit balance" of $15,046,922, which can be used to subsidize future City employer contributions. The employer contribution for Fiscal 2007 was budgeted at 13% of covered payroll, and the balance of the required 20.31% required contribution was funded from the credit balance. This reduced the credit balance from $18.8 million to the current $15.0 million level. Any difference between the budgeted funding and the required employer contribution would continue to be funded from the credit balance. Pension Plan Actuary Steve Metz reported the City Pension Plan is currently well funded; future funding costs should range from 16% to 20% of salaries. In response to a question, Finance Director Margie Simmons said the City used 13% of the credit balance last year, and will use 15% this year. Funding costs are approximately 10% of the budget. Mr. Metz said the careful management of the plan during good years avoided serious shocks when the City’s contribution had to increase. Ms. Simmons said the goal is to retain a credit balance equal to one year’s contribution. Mr. Metz said assumption changes, which remain conservative, reduced plan liabilities by an estimated $800,000. Trustee Petersen moved to accept the Actuary's Report for the Employees' Pension motion Plan for the plan year beginning January 1, 2007. The was duly seconded and carried unanimously. 3.5 Annual Pension Investment Update Presentation Cash & Investments Manager Steve Moskun provided a PowerPoint presentation. Last nd calendar year’s performance: 1) Domestic Equity – 13.03% - 92; 2) International Equity – ndth; th; 27.63% - 22; 3) Domestic Fixed Income – 5.07% - 164) Total Fund - 11.76% - 845) ndth Benchmark - 12.05% - 82; and 6) Public Fund - 13.88% - 50. The last three calendar years’ nd performance: 1) Domestic Equity – 11.42% - 48; 2) International Equity – 19.32% - 82; and 3) stth Domestic Fixed Income – 3.86% - 41; 4) Total Fund – 9.44% - 79; 5) Benchmark - 8.61% - thth 86; and 6) Public Fund - 11.01% - 50. The Actual Return was 11.76%. Since December 31, 2006, the Plan has hired Independence Capital, a Small Cap Growth Manager and Wedge Capital, a Mid Cap Value Manager. The Plan is adding Large Pension Trustees 2007-05-15 4 Cap Value Manager Atletheia Research & Management and Northern Trust Russell 1000 Value Index and terminating Ark Asset. The Plan is reducing its Domestic Equity Exposure from 55% to 50% and its Fixed Income Exposure from 35% to 40%, while increasing International Exposure from 10% to 20%. The Plan also is adding REITS (Real Estate) and International Emerging Markets. Had these changes been in place last year, the Actual Return would have increased by 1.8%. Concern was expressed that the poor performance of Plan investments increases City funding requirements. Mr. Moskun said investments were based on risk tolerance. Ms. Simmons said staff responded proactively to disappointing returns on Plan investments by performing an investment allocation study, expanding Plan investment opportunities via referendum approval, and changing managers. Investment policy changes will improve opportunities to increase returns. Recommendations were made to develop a new system to track investments, consider long term needs, focus on returns, and that investments not be reckless nor too conservative. 3.6 Approve Pension Plan investment policy as amended On March 11, 2007, the voters of Clearwater changed the allowable investment in the Employees Pension Plan. The following changes are being recommended to the investment policy to reflect that event: 1) Page 2 - remove “licensed to do business in the State of Florida” due to the growing nature of the investment universe; 2) Page 3a - remove “insured by the Federal Government or any agency thereof or collateralized by United States Government Agency securities” due to the privatization of the government sponsored entities; 3) Page 3f - change “County bonds that containing a pledge of the full faith and credit of the county involved, bonds of the Florida Development Commission, or of any other state agency, which have been approved as to legal and fiscal sufficiency by the state board of administration” to read “Securities of countries, states, municipalities and county governments or their public agencies, which are rated investment grade or equivalent by Standard and Poor's, Moody's Fitch, or other recognized national rating agencies.” to reflect the more global nature of the investment community; 4) Page 3g - change “Obligations of any municipal authority issued pursuant to the laws of this state; provided, however, that for each of the five years next preceding the date of investment, the income of such authority available for fixed charges shall have been not less than one and one-half times its average annual fixed charge requirements over the life of its obligations. The bonds of the municipal authority shall be rated in any of the three highest rated categories by either of the three nationally recognized rating services; provided that if the bonds are split rated that the bond must be rated in one of the two highest classifications by one of the firms” to read “Asset-backed securities, which are rated investment grade or equivalent by Standard and Poor's, Moody's Fitch, or other recognized national rating agencies.” This change is to reflect the addition of a new class of Asset Backed securities and the diminished role of municipal securities; 5) Page 4h2 - adding 2. “Unless an asset allocation for less than investment grade corporate bonds is established.” This allows for a future allocation to high yield investments without compromising current City investment grade requirements. This allocation will require approval of the Trustees; 6) Page 5 - delete “Cash as an asset class” and replace it with “REITS/Real Estate.” Adjust the limits of the assets allocation to reflect the Asset Allocation study goals; 7) Page 9 - Add criteria for Pension Trustees 2007-05-15 5 investment manager review; 8) Page 15 - remove “Specialist Manager” from each class description, redefining the asset target allocation to match the Asset Allocation Study’s objectives. Also being added is the asset class of REITS / Real Estate; and 8) In addition to the above, several scrivener changes have been made to the document. In response to questions, Mr. Moskun said spreading out portfolio investments reduces the volatility of the fund and research indicates that commercial real estate remains a good investment. Discussion ensued. It was recommended that a seat be added to the Investment Committee for a resident with investment experience. Staff will return with criteria for the seat. It was recommended that unreasonable costs associated with changing managers be reviewed. Mr. Moskun said staff will review the transition process. Trustee Doran moved to approve the Pension Plan investment policy as amended with changes: 1) page 5, “six” investment classes to read “four” and 2) add resident seat to the motion carried Investment Committee. The was duly seconded and unanimously. 3.7 Authorize the hiring of Aletheia Research and Management, Inc. and Northern Trust’s Russell 1000 Value Index and approve the termination of Ark Asset Management Co. Previously, the Trustees authorized staff to work with Dahab and Associates to find a replacement manager for Ark Asset Management. Dahab received 81 responses to the City’s RFP (Request for Proposals) for a Large Cap Value Manager. Responses included both active and passive investment styles. The pension investment committee and Dahab reduced the list of RFP respondents to six active style finalists: 1) Aletheia Research and Management, Inc.; 2) Brandywine Global Investment Management LLC; 3) Eaton Vance Management; 4) NorthPointe Capital; 5) Numeric Investors LLC; and 6) Rothschild Asset Management Inc. After presentations by the six finalists, the pension investment committee had a unanimous consensus that Aletheia was the best active manager for the pension plan. The committee also agreed that the majority of the assets in the large cap value segment be in a passive investment product. The committee is recommending the Northern Trust Russell 1000 Value Index as the passive investment vehicle. For the last five calendar years, the Russell 1000 Value Index has produced an average return of $10.86%. Aletheia had an average annual return of 16.28% (net of City fees). The employees pension plan currently has assets of more than $620 million. The asset allocation study recommended 10% of the plans assets be in the large cap value segment. The pension investment committee is recommending that Aletheia be funded with $20 million and Northern Trust Russell 1000 Value Index be funded with $40 million. Funding will come from rebalancing the portfolio and $45 million from the termination of Ark Asset Management. The reduction in the fixed-income manager will accomplish another of the Asset Allocation Study’s goals of increasing the plan’s allocation to equities and reducing the allocation to fixed income. Pension Trustees 2007-05-15 6 In response to a question, Mr. Moskun said after two years of good performance, the City will increase its allocation to a manager. The current rate for Northern Trust is 8 basis points. Trustee Cretekos moved to authorize the hiring of Aletheia Research and Management, Inc. and Northern Trust's Russell 1 000 Value Index and approve the termination of Ark Asset Management Co. The motion was duly seconded and carried unanimously. 4 - Other Business - None. 5 . Adjourn The meeting adjourned at 9:52 a.m. ~~~ C'liair Employee's Pension Plan Trustees Attest: (j~J~Z Ji.. D", City lerk ' Pension Trustees 2007-05-15 7