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HomeMy WebLinkAbout2012-04-26 - Agendas - Final Lione[d Jordan Chairman Pete Reagan Position 2 Retired Sondra E.Smith Secretary Dennis Mullens Position 3 Retired Marion Doss Position I Retired Taye I Ron Wood Position 4 Retired ARKANSAS Firemen's Pension and Relief Fund Board of Trustees Meeting Agenda April 26, 2012 A meeting of the Fayetteville Firemen's Pension and Relief Fund Board of Trustees will be held at 3:00 PM on April 26, 2012 in Room 326 of the City Administration Building. Approval of the Minutes: November 30, 2011, December 8, 2011, December 14, 2011, January 5, 2012 special meeting minutes, and January 26, 2012, meeting minutes. Pension List Changes: None Approval of the Pension List: Approval of the May, June and July 2012 Pension Lists. New Business: * Revenue and Expense report 0 Projected Insolvent Status - Letter to PRB dated January 31, 2012 regarding projected insolvent status. 0 Projected Insolvent Status - Response letter from PRB dated February 6, 2012 regarding projected insolvent status follow up. 0 2012 Elections: Marion Doss and Pete Reagan are up for election. 1. Do we need to call a special meeting to open the ballots and count the votes? Garrison Financial: 0 list Quarter reports Informational: 2012 Meeting Schedule Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes Novernber 30,2011 Page I of 2 Uoneld Jordan Chairman Pete Reagan Position 2 Retired Sondra E.Smith Secretary Dennis Mullens Position 3 Retired Marion Doss Position I Retired Ron Wood Position 4 Retired Fayvlee;ille ARKANSAS Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes Novembeir-30,2011 A special meeting of the Fayetteville Firemen's Pension and Relief Fund Board of Trustees was held at 3:00 PM on November 30, 2011 in Room 326 of the City Administration Building. Mayor Jordan called the meeting to order. PRESENT: Mayor Jordan, Dennis Mullens, Pete Reagan, Ronnie Wood, Sondra Smith Paul Becker,Finance Director,Andrea Rasco, Purchasing Agent. ABSENT: Marion Doss New Business: Selection Committee: Review Financial Advisor Services RFQ 11-13 submittals and determine who to interview. Fayetteville Firemen's Pension & Relief Board Reference: RFQ 11-13, Financial Advisor Services The following is a list of scheduled meetings regarding the RFQ process. Wednesday, November 23, 2011 Pick up set of Statements of Qualification City Clerk's Office-City Hall No earlier than 4:00 PM Wednesday, November 30,2011 3:00 PM -5:00 PM Selection Committee Meeting: RFQ 11-13, Financial Advisor Trustee Services *Will select firms to be interviewed Wednesday, December 07,20113:00 PM-5:00 PM Note: Interviews were changed to December 8, 2011 at 8:00 a.m. in Room 326 Interviews with selected firms: RFQ 11-13, Financial Advisor Trustee Services *Intend to vote on which firm to enter into negotiations with Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes November 30,2011 Page 2 of 2 Companies that submitted RFQ's are: Arvest Asset Management First Security Garcia,Hamilton & Associates, L.P Garrison Financial Andrea Rasco, Purchasing Agent went through the RFQ process and made sure that all Board members had copies of the RFQ's. After reviewing and discussing the RFQ's that were received the Firemen's Pension and Relief Fund Board of Trustees decided to interview the.following: Arvest Asset Management First Security Garrison Financial The meeting adjourned. Special Firemen's Pension and Relief Fund Board Members Board of Trustees Meeting Minutes ***"V December 8,2011 Mayor Jordan Chairman Page I of 20 Sondra E.Smith Secretary Marion Doss Position I/Retired Pete R�gan Position 2/Retired lFaye Dennis Mullens Position 3/Retired ARKANSAS Ronnie Wood Position 4/Retired Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 A special meeting of the Fayetteville Firemen's Pension and Relief Fund Board of Trustees was held at 8:00 a.m. on December 8, 2011 in Room 326 of the City Administration Building. Mayor Jordan called the meeting to order. PRESENT: Mayor Jordan, Marion Doss, Dennis Mullens, Pete Reagan, Ronnie Wood, Deputy City Clerk Lisa Branson, Andrea Rasco, Purchasing Agent, Garrison Financial and Arvest Asset Management. (Note: Marion Doss arrived immediately following roll call.) ABSENT: Sondra Smith New Business: RFQ I I-13, Financial Advisor Trustee Services Interviews with selected firms Mayor Jordan turned the meeting over to Andrea Rasco, City of Fayetteville Purchasing Agent. Garrison Financial Interview Andrea Rasco, Purchasing Agent: Welcome and thank you for submitting your qualifications to the City. We really appreciate. I know a lot of time goes into preparing those documents. I appreciate you being flexible with scheduling this meeting. I would like everyone to introduce themselves. Those attending the meeting were: Andrea Rasco,Purchasing Agent Mayor Lioneld Jordan Deputy City Clerk Lisa Branson Dennis Mullens, retired Ronnie Wood,retired Pete Reagan,retired Marion Doss,retired Kerry Bradley, Garrison Financial 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 2 of 20 Glenn Atkins, Garrison Financial James Bell, Garrison Financial Andrea Rasco: We will take about 15 minutes and allow you to visit with us and then we will allow 15 minutes for questions and answers. Glenn Atkins, Garrison Financial: Thank you for having us. We would like to spend a couple minutes and talk about our firm. We have about six or seven questions that you have asked us to go through. Garrison Financial is the largest pure SEC Registered Investment Advisor in the area. That is all we do is manage money, we don't have a bank, we don't have an insurance company or sell product to our customer. We are a fee only registered investment advisor. That is what we do ten hours a day five days a week. We have had some past relationships with the City. I think you will find our level of service to be above and beyond in terms of responsiveness in what the board and staff needs. Our investment philosophy is what we call total return. We are trying to generate capital gains and income while at the same time minimizing risk and capital. We take a long term view of the market, we don't try to time it, we do not trade a lot and we do our own fundamental company research in house. I have been in this business almost 25 years doing research on companies trying to pick good bonds. I do the fixed income for Garrison, Kerry Bradley is the President and does the stock side of our portfolio and James Bell works primarily on the stocks. It is a very intensive research driven process. We like to buy a company and hold onto it as long as the theme works for the company. Page 4 is a brief overview of our investment process. It starts with the economic outlook and sector expectations both internationally and domestically. It is very research driven at the individual company level. We research companies and the market, and try to find the very best companies to buy mutual funds for our clients. We invest our own capital very similar as we do for clients. When we put something in your portfolio it is not because we are going to earn a commission on it, we think it is the best thing at that moment to be in your portfolio, whether it be a stock, bond or mutual ftind. On page 5 we think the stock market is cheap and the bond market is expensive. If you compare this current stock market to early 2000 the evaluations are much better than they were. We expect the economy to continue to struggle along. We are not anticipating a second recession right now. We think there will be slow growth over time to reduce the excesses and bring the employment rate down. On page 7 there is a chart of the price earnings ratio of the stock market since 1990. That is a measure of the expensiveness of the market. As you can see that rate is the lowest it has been the entire decade except the small spike down in 2008. We think stocks are cheap right now. In terms of fixed income, what we are doing is keeping the quality of our investments very high and the maturity of our investments relatively short. The longer you invest in bonds the more subject you are to price risk as interest rates change. We think bonds are expensive and we are being 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees;Meeting Minutes December 8,2011 Page 3 of 20 very conservative on the bond side keeping the quality high and the maturities fairly short. We think interest rates will be stable out to 2013. The Fed has basically said that is what they are going to do but we expect the volatility to continue. The next page shows the interest rate on the ten year Treasury bond back to 1962. The lower the graph the more expensive bonds are. We think it is a very critical time in the bond market and it is hard to see how that market can go much higher. That is the reason we are being conservative in our investments and our quality levels. Same kind of snapshot on page 10 over the last 18 months or so, and this speaks to the volatility of that market. You are seeing volatility in bonds just like we have in stocks. Page 11, we put a chart in there because we thought it was a cool chart. Basically what it shows is large company stocks, many of the names you would be familiar with typically from the S&P 500. If you had put a dollar in the stock market in 1926 you would have almost $3,000 at the end of last year. That includes the great depression, the oil shock of the 1970's and the decade and a half that we have endured lately. Clearly that is where you get the most growth and the most bang for your buck, if you can stand the year to year volatility. We put that in there because we thought it was some good information. One of the questions that we were asked was our understanding of the state statutes related to your type of investment. Obviously the critical one, I think that your are facing, which brings us here today, is the under $5 million situation where apparently the Attorney General has ruled when you fall below $5 million you have to invest in open ended mutual ftmds, which is fine for us. We have been through all the state statutes that we can find and are very comfortable with investing the portfolio like that with the under funded nature of the plan and the potential state guarantee fund. Other statutes that apply are prudent man, diversification and us acting as fiduciaries on your behalf and we take that responsibility very seriously. We have been through those and we have had experience in the past in dealing with issues exactly like this. The second question we were asked to address is our track record on asset preservation. This bar graph represents a composite of all the money that we manage that is invested 60% in stocks and 40% in bonds and it has a portfolio size of about 150. This is not a cherry picking of one account. This is a conglomeration of all of our accounts. It is our composite performance for all Of our clients that are invested very similarly to how you are back to 1999 or the first quarter of 2000. Page 14 shows the exact same information but it breaks it out by various periods. I would draw your attention to the far right hand number, the inception number, even given the bad market that we have been in, we have almost doubled the value of the index. Our performance has been almost double the value of the index before fees. We were asked will we act as the market maker, will we trade securities in your account in our own account and the answer is no. We do not own and are not affiliated with a market maker. Any time we purchase a bond, stock, or mutual fund our obligation to you is to get the best price and the best execution so there is no conflict of interest by us doing it with a related firm because we do not have one. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 4 of 20 We were asked to touch on recommended portfolio changes. Here is the meat of the matter and I think it depends on the future ftinding status of the portfolio and what the plans are there. If it were under a fully funded status and they were over$5 million clearly an investment mix of 60% stocks and 40% bonds would be very appropriate. I think that is similar to how you are now. What that does is creates your own mutual fund and it takes a level of fees out because you do not have our fees and then fees at the mutual fund level. It also meets all the other statutory requirements. As I understand the situation that we are up against now is a mutual fund situation, in an under funded status we have a couple of options that we can think about. If you said to me I am going to need all this money in five years it might not be a good idea to put it all in the stock market because of the risk. The flip side of that coin is that is the area that you are going to have the most opportunity for the most gains to even come close to fixing the funding issue. The other issue would be, if you don't want to be in the stock market because of the volatility, then we would recommend that you be 100% in fixed income mutual funds. There is this trade off to get the best returns over time, we would recommend that you be in the stock market but given the volatility of it and the perhaps the income needs from this portfolio it might make more sense to shift it back towards bonds. I really think there are a number of different ways that we can go here depending upon what the funding status is going forward and what the plans are for that. Page 17 is a slide that we thought was interesting. Currently you are at $4.9 million, if you assume an 8% return on stocks, which have historically given you about 10%, if you assume a 40% allocation to bonds at a 3% return, deposits of $631,000, expenses of $1.4 million we estimate that the potential proration of the fund would begin in about 2015 and it might be depleted by 2017 if we understand the math correctly. Flipping that around the other way if you look at the bottom the annual returns on stock would need to be greater than 3 1% and for bonds greater than 2 1% for the fund to survive or if you put it all in equities the returns would need to be above 25%. Those kinds of returns, although we have had them in the past they are not going to be there I don't think year end and year out over the next five years. So we wanted to give you a snapshot of some numbers that we ran and looked at these scenarios and analysis of where you are. The other question we were asked to address was policy on investment and research in considerations. We do all of our own research in house. We pick the companies, the stocks, bonds and mutual funds that go into our client's portfolios. We put them in there because we think it is the best investment that we can find. We have no conflict of interest in terms of trading with our own broker dealer. We simply put the investments in there because we think they are the best thing for you portfolio. We were asked to state whether we have any federal or state complaints against us. The answer is no, never,none in the past and none pending. We recommend that clients use Charles Schwab simply because it is free to them and there are no custodial charges. There are if we trade individual stocks a commission of$8.95 per trade that the portfolio would absorb. We do not get any part of that commission so we do not have an incentive to trade. Historically we have used Northern Trust in the past so that is not a problem for us. Our accounting systems will interface with them electronically. In glancing at the 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 5 of 20 October statement that was sent as apart of the RFP it looked like the fund paid around $3,300 in commissions that month and around $300 in custodial fees. Commissions at Schwab, if we had done the same amount of trading, would have been $367 a savings of almost 90%. Thank you for allowing us to be here today. Andrea Raseo: Does the board have any questions? Pete Reagan: What would be your recommendation on our portfolio the balance of stocks versus bonds in the no loads? Glenn Atkins: I think it should be tilted as far towards stocks as you can possibly stand because that is going to give you the most chance for growth but it is also going to give you the most risk. Given the funding nature of the portfolio it would put us in the situation where if the market was down 20%to 30% it would make it worse for the portfolio. Assuming a normal portfolio I think 60% stocks and 40%bonds would be entirely appropriate. Kerry Bradley, Garrison Financial: Looking at the information that Andrea sent I think the portfolios draws were about $800,000 a year. An $800,000 draw on a $5 million portfolio, typically we like to try to generate enough income in the fixed income portion, with rates where they are and the portfolio size that is not possible with this portfolio. There are some great stocks out there that you can get earning 3 plus percent in dividends but you have that volatility. Even the 3%is not going to come close to funding your income needs off this portfolio right now depending on the fimding status. Now if there is a plan to fund it or anything like that then things could change. Glenn Atkins: If it were fully funded a 60% stock and 40% bond allocation would be completely appropriate and very similar to what others in your situation have done. It gives you future growth hopefully on the stock side and some income generation form the bond side. I think it really gets down to what other funding plans are there and how much relative risk we as a team decide to take. We can make recommendations all day long but you should be comfortable with it and be able to sleep at night. We will work as a team to figure out what that appropriate level is. Kerry Bradley: I think with a portfolio draw so large, we hate to go all equities because there might be some external event that would happen that could really hurt the market in a 12 to 18 month time frame. When you are drawing that much on a portfolio that can spiral out of control quickly. We think the stock market is cheap but we can not predict any external event. Glenn Atkins: We think the risks are tilted in favor of stocks right now. James Bell, Garrison Financial: Is there any plan on the table to make up any part of that short fall or underfmded status at this point or are we just working with what we have? Pete Reagan: Reality is here. Try to prolong it as long as possible. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 6 of 20 James Bell: Given that scenario I think we would be comfortable recommending a 60/40 mix. I think that probably gives you your best shot at some growth while also giving you some principle protection on the fixed income side. Glenn Atkins: Nobody is going to look back on you and second guess that. It is very typical and very well within the prudent man sort of idea of being a prudent man. Pete Reagan: How much do you have under management? Kerry Bradley: $220 million Andrea Rasco: What portion of that approximately are pension ftmds? Glenn Atkins: We have about $105 million that we would classify as pension, governmental, institutional, foundation, and endowment. Kerry Bradley: As far as strictly pension money it is about 10% of that. Glenn Atkins: We have had experience in years past managing money for the Municipal League and the Ohio Bureau Workers Compensation, Enterprise Corporation of the Delta, which is very similar in terms of quasi governmental entities. We have good experience interacting with boards, staff and elected officials. Kerry Bradley: A lot of our clients that we work for this is kind of their situation as well. We have to provide for retirement for our clients. We are very comfortable and understand the needs of such a portfolio. If they are not in pensions plans they are in IRA's for individuals that need the exact type of management. Glenn Atkins: One of the things that we do when we pick mutual funds for our clients on the fixed income side We try to find mutual funds that manage money the way that we would if we were picking the individual stocks and bonds that are researched based and focused on middle America and large international industrial companies. James Bell: I think given the situation that you are in, you are less than $5 million, you are going to need to be in no load mutual funds and things like that. We are going to be very sensitive. Glenn mentioned how much you were paying in commission and custody fees and things like that. If you are getting up into the $40,000 to $50,000 a year range just in those kinds of fees that is eating up principle that you can't afford to be giving up. We will be very sensitive to the cost structure on the mutual funds, obviously no load and very low expensive ratio. Every penny that we can keep in that portfolio is working for your benefit and not going elsewhere. That would be our focus given those perimeters. Glennn Atkins: The law says in your case it has to be open ended mutual funds too and there are a million of those for us to choose from. Kerry Bradley: There are very low cost options as well. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 7 of 20 Andrea Rasco: On number four can we touch a little bit more regarding what changes you would immediately make if we turned over everything to you tomorrow. What is the first kind of key things that you see as ideal for the switch over and changing things? James Bell: The first thing that I would recommend is don't do anything at Northern Trust, if you want to hire us then use Schwab. Let us do the reallocation because the commission structure is so much. It will save you thousands of dollars. I think the first thing that we would do on the equity side, given the constraints that we have I don't personally see any reason to go half way about it, I think we would liquidate the equities that we are holding and roll those directly into some very low cost mutual funds. You are still in the market. I think that is the direction that we would go. Selling bonds there are some individual bonds in there and that is a little more complicated than selling stock. Glenn Atkins: We would sell the bonds as we could and then transition into a hand full of mutual fluids. We typically use mutual farlds for very small clients. We would do an orderly transition form individual fixed income securities into mutual turds that we follow and research and that mange money similar to the way that we manage money if we were picking individual bonds and stocks. Pete Reagan: You recommend not using Northern Trust and going with Schwab? Glenn Atkins: I would do it because it is free and the commissions are $8.95 per trade instead of $500 or $300 per trade. You are talking about a substantial savings. The City has had experience with Schwab in the past. They give us very good service and they can give you a very good service. They allow us to give you very good service in terms of holding your assets. Kerry Bradley: Given the nature of the portfolio draws and the size of it now certainly you are on that cusp with $5 million but with the draws so heavy we would have to have a really strong market to get us over that $5 million level where we would feel comfortable getting back into stocks. If it happened we would probably come to you with a recommendation that you would let us to pick the stock and bonds individually given the state laws and regulations. Glenn Atkins: What are you all looking for in the ideal manager for your portfolio? Pete Reagan: Someone that will drag this out as long as possible. We meet quarterly, normally the month after the quarter ends, which would allow you and your firm to have a quarterly report ready. We normally meet on Thursday at 3:00 p.m. Glenn Atkins: You pick the day and time and we are here. James Bell: We report quarterly so that would be in line with our normal operation as well. You would have your quarterly report in hand before the meeting so we could meet and review it. Glenn Atkins: The other thing that hopefully sets us apart is we are the guys and gals that actually manage the money. We are not going to take your money and farm it out to somebody 113 West Mountain 72701 (479)575-8323 TDID(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 8 of 20 in Timbuktu. When you call one of us will answer the phone that is how accessible we are. That is how seriously we take client service, if you have a question give us a shout. There may be perhaps some public disclosure issues related to that we can work within the bounds of Use us as an information resource as we think about markets, client service and portfolio accounting. Andrea Rasco: Does anyone have any questions? Kerry Bradley: What actually happens if and when the Rmd is depleted? Is it just the millage money that comes in that is paid out to the retirees? Andrea Rasco: I don't think that question has been answered at this time. Glenn Atkins: I researched some of the old Attorney General opinions and read the statutes about underfunded plans and I hope you don't get there. Andrea Rasco: We agree with you. Pete Reagan: We are hoping the legislature has pity on us. Glenn Atkins: Maybe that is one of your solutions. Pete Reagan: Little Rock police were in the same predicament that we are in and their city passed a one cent sales tax and dedicated part of that to the police pension food because it was so underfunded. Glenn Atkins: Did that get it on the track to being funded? Pete Reagan: It is a closed fimd just like our fund is but it got it off the depressed pension fund list of the Arkansas Pension Review Board. Glenn Atkins: That's good. Pete Reagan: There is a nice influx of money into that fund now to shore it up. Glenn Atkins: That kind of inflow into this fund would certainly go a long way. Pete Reagan: Oh sure. Glenn Atkins: It might be enough to fully fund it. Andrea Rasco: Any other questions for us? Glenn Atkins: What kind of time frarne are you on?Fairly quick from looking at the RFP? 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 9 of 20 Andrea Rasco: Yes. We will meet with the second firm in just a few minutes and then immediately following that I think the board will discuss and hopeftilly vote today after the second meeting. Glenn Atkins: If you have any questions for us between now and then give me a call or send me an email. Andrea Rasco: Okay. Glenn Atkins: We appreciate being here. Thanks for having us in. It was nice to meet each and every one of you. Andrea Rasco: If I can get you to sign the sign in sheet that would be great. Dennis Mullens: Who actually is Garrison Financial? I know it is family owned. James Bell: We were acquired in 2005 by the Garrison family out of Harrison. They owned American Freightways. We had an investment management company here in town and they sold American Freightways to Federal Express and had a big capital infusion there and were looking to acquire a money manager to help the family manage their money. We had an existing business here in Fayetteville and so they acquired us. We work with Garrison family and with clients locally and across the country. Pete Reagan: Thank you very much for coming in. Glenn Atkins: Thanks for having us we appreciate the opportunity. Andrea Rasco: It is okay to talk about the fees for the trading company that we use but we have to be very careful about fees and things like that with them. We can not consider that when we vote. Just of keep that in mind. Arvest Manazement Interview Andrea Rasco,Purchasing Agent: I appreciate you for submitting a statement of qualifications to us. I know it is a lot of time and hard work on your part so we appreciate your interest in the project and submitting that information to us. I also want to thank you very much for rescheduling for today. I know that made everyone's schedules a little hectic but we greatly appreciate it. Those attending the meeting were: Andrea Rasco, Purchasing Agent Mayor Lioneld Jordan Deputy City Clerk Lisa Branson Dennis Mullens,retired 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 10 of 20 Ronnie Wood, retired Pete Reagan, retired Marion Doss, retired Barbara Still, Regional Investment Officer for Fayetteville Arvest Brian Wood, Director of Investment Management Group,Arvest Asset Management Tommy Karr, Senior Vice President and Trust Officer, Arvest of Fayetteville Barbara Still: Thank you so much for giving us the opportunity to come out and speak with you. We always like to work with the City. We all participate in this community and we want to make be sure we work together and have the spirit of community that we like to have. Let me tell you a little bit about Arvest. Arvest Asset Management is separate from the bank. We manage about $6 billion of client assets. About $1.5 to $2 billion is managed by Brian's group internally, which is the Investment Management Group, which I am a member of as well. They manage portfolios for endowments, foundations, individuals, pensions, 401-K's and people like you who are more in the income phase of needing the funds. It is not all about growth it is about income and keeping up with taxes and inflation. That is kind of Brian's group. Tommy is the trust administrator who would be responsible for the day to day functioning of questions. Tommy Karr: I would work with your primary contact if we were to win your business and take direction form you. We would provide regular statements to you. I would be your primary contact for most questions. Barbara Still: My job is to determine the asset allocation and the investments and then we three, as a committee, sit down and talk about what needs to happen for the Fayetteville Firemen's Pension. Question N 1: Describe your understanding of State statutes relating to the Firemen's Pension Fund. Barbara Still: We manage a pension fund for a Firemen's group, the Rogers Firemen. We have a real good understanding of it. We have processes and procedures in place to deal with changes that come along. We understand our role is to an investment advisor and we determine the asset allocation and provide that to you when it needs to change. We feel we have a good understanding of the rules and regulations and a process in place to handle changes and things that come along with that. Brian Wood: To give you the background as far as how we manage, there is a caveat there obviously; the money being right at $5 million any drop below that we understand by the statute that it has to be managed in no load mutual funds. I think it is important to tell you how we manage money in that most of our money is managed in pooled accounts and individually managed. We manage money through mutual funds as well. We are going to give you the returns that we have done in previous accounts based on our pool account investments knowing 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page I I of 20 quite simply that if it is below the $5 million we could not invest it that way. I think it is important to give you that information because it shows you what expertise we have in the field. The next page shows the performance from the fixed income and equity money management our performance over the time horizons. One thing about our team that is going to be different than most money managers out there is our team of money managers have been in place for almost 20 years combined, the two money managers of the fixed income and equity, the lead money managers. Our fixed income money manager has celebrated his 25th year with us. All this return information has been under his watch as well as our equity money manger that has been with us 19 years. All the return is what they have done. There has not been a break as far as management is concerned. We are not showing you outside funds this is exactly what they have provided. We have performance that beats the benchmarks for the long term numbers, which are probably the most important to you in those categories. We wanted to give you some blended portfolio asset allocation so you see a 30% equity and 70% bonds, a 50% equity 50% bonds and a 70% equity and 30% bonds. So, there are some asset allocation levels that you can see and how those would have performed over those time periods as well. On the next page one of the things that we like to point out is that our performance based on a risk adjusted basis is very good. The upside downside capture and the risk adjusted return versus the standard deviation, this is risk versus return, the standard deviation is less than the market but we have a higher return, so less volatility with a higher return. Same thing on the top of the page if you are looking from left to right from the middle, the center is 100% downside risk, in other words it is equal to what the market does on the downside when the market goes down. Anything that would be to the left of that center means that you go down less than the market when the market goes down. That is the best place to be. You want to be on that side. The other thing you look at is, are you above or below the line as far as upside capture. How much of the market do you capture when the market goes up. As you can see we are even with the market. We typically do not go down as much when the market goes down but we typically capture almost the exact amount of return for the market when the market is going higher. I think that is important to point out there, same thing on the fixed income side, a higher level of performance on the standard deviation with less risk, less standard deviation, and the same amount of return. Question #3 and # 4: If you were managing this fund would you invest where your firm is the market maker? If so under what circumstances? What holdings would you immediately recommend be changed based on the current investments and actuarial report? Brian Wood: Arvest Asset Management is not a market maker so that is something we would not have an issue with. We do not make a market in any securities. We would have to liquidate based on where the funds are and the information that we have here. We would have to liquidate and go to mutual funds. In the next couple slides we show an asset allocation as well as what those funds would be that we would actually use for that. I will point out to you here that would be somed-ting that we would want to talk about as far as the asset allocation. Typically what we have in accounts would be a 60/40 asset allocation. 60% equity and 40% fixed income. When we consider how the fund has declined in value over time, it may 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 12 of 20 be better to be more fixed income in the allocation, because if you are pulling more money out it would make more sense to have a higher level of fixed income. Typically when we are in a 60/40 asset allocation it is where the money is expected to grow and not have as much money pulled out. In this case it may make more sense to have a higher level of fixed income than that. Mayor Jordan: What would be your recommendation if you can't do 60/40 are you talking about 50/50? Brian Wood: It would be more on the 50/50 or 40/60. It would be somewhat of a flip of that, would be the asset allocation that we would recommend. If the plan was to increase the amount of money that is in this plan, to increase the level of funding, that is the way we would manage that. We would have a lower asset allocation to equity. There is more volatility on the equity side and if you are pulling money out, we always talk about dollar cost averaging into your 401 K, it is a good thing if the markets go down and you are buying, it is a bad thing if we refer to it the other way. It is a dollar loss averaging. If you are pulling money out and the market is down it hurts you worse. It is the opposite of the dollar cost averaging that occurs. In that case you want a lower level of equity in the portfolio. The next couple of pages show what funds we would be investing in. We use institutional share classes so they we will have the lowest internal cost in those funds that we would be invested in across the board. So your internal costs are very low. The next page shows the fixed income, most of those are Vanguard fimds; those will have very low internal expense ratios, typically somewhere between 10 and 13 basis points. That will keep the cost down low internally for the expenses related to those. If there are no questions, I will go on to question # 5. Question# 5: What is your firm's corporate policy on investment research and investment considerations? Brian Wood: When we talk about our philosophy, as far as managing money, we do our own internal research. We do not rely on external information for our research. It is a disciplined long term approach. Obviously you can not look at the current quarter or the quarter before that. It is important to have a long term approach in our investment style. We always tell everyone that everything you need to learn about investments you can learn from your mom. Mom always said do not put all your eggs in one basket. It is important to have a diversified portfolio. We think today even more so just because of the extreme amount volatility. Question#6: Do you have any complaints filed against you at either the Federal or State level. Question 9 7: If given the opportunity who would you recommend for custodial services,your firm,another provider, or the current provider. Brian Wood: There are no complaints pending against us. Arvest Asset Management would recommend M&I Bank because that is where all our current investments are at. It will cost more if it is somewhere else. That is who we are use to trading through and that is where all of our current assets are at. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 13 of 20 Andrea Rasco: Is there a fee associated with using M&I in addition to what fees you guys would have? Brian Wood: Brian shook his head no. Barbara Still: The last statement that you shared with us in the RFQ, the balance was $4.9 and some change. What are our thoughts once it hits over the $5 million. The Dustin McDaniel letter stated then you can do investment management at any way. What would you say that we would do there? Brian Wood: If we are close or barely above $5 million we probably would still want to stay with the mutual funds. We would not want to get in a situation where we would have to switch back and forth. Let's say we have a couple of really good years in the market and the funds grew back into $6 or $7 million, and we are well above that level, then we could potentially switch over to investing in individual stocks and bonds, because that is lower cost. Obviously there are some internal costs associated with funds that raise the overall expense and we want to keep expenses low. That is one of the most important things in providing good performance is trying to keep cost at a minimum. Barbara Still: I think too once we hit that $5 million mark we have the ability to look at our common trust funds, which the return numbers you see in the report. We could switch into that and retain those even if it dropped a little bit below. The way I understand the letter is that once you own it you can keep it and just manage the allocation. Pete Reagan: Right. Brian Wood: That's a good point. We could also look at the common funds potentially. Barbara Still: Those are even cheaper than the mutual funds because there is no internal operating expense. The whole goal is to, we know that this is a stressed ftmd, so we need to cut those expenses as much as we can but the letter says we have to invest in mutual funds. Those have internal operating expenses. There are no loads but they still have to make some money to keep the lights on. We want to keep that in mind. We want to be conscientious of the situation as it is for the pension fund. We do understand that and want to do our part to help you with that as much as we can. Pete Reagan: There is no additional cost to use M&I as the custodian but there is a built in fee. Barbara Still: You pay Arvest and then out of that fee we are going to take care of the cost. Brian Wood: We take care of the cost associated with that. Some of the cost that we want to bring up as far as additional fees because you want to have full disclosure on this. Andrea Rasco: We can talk about the custodian that holds that assets but as far as individual firm fees we can not discuss that. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Tmistees Meeting Minutes December 8,2011 Page 14 of 20 Barbara Still: We read the actuarial report, but we would want to sit down with the board members, because we put this together based on what we have and what we typically do for pensions in asset allocation. We would want a little more input from you guys to understand a little bit more of the situation, so we can put together the allocation and then we go from there. Pete Reagan: Would you be willing to draw up an investment policy? Barbara Still: Absolutely. We understand that is our responsibility. Tommy Karr: Typically that is more of a collaborative effort. When we meet with a client it is collaborative. We want to sit down and have some conversations. Obviously you are looking for input from us for guidance as an investment advisor but we also need to understand the risk tolerance of this board and take that into consideration. Barbara Still: And a little bit of history too. That helps. Marion Doss: Have you researched the state laws that affect this when it goes under$5 million. It is important that we stay in compliance with state law. Barbara Still: Absolutely. That is something that Tommy is very good at. Tommy Karr: We looked at it from the standpoint of the investment management process. We understand that this board, with oversight from State Board, is responsible for the majority of the workings of the pension fund and making those decisions. We focused our time and effort on making sure we had a good understanding of the investment process that the statutes address. Andrea Rasco: What percentage of your portfolio involves directly with government pension funds? I know you have Rogers, but in the scope of your portfolio how big is that? Brian Wood: Pensions and governmental agencies are two separate things. I do not know the break out on that but we do manage other monies for other cities as well as for Rogers. Andrea Rasco: How long have you had Rogers? Barbara Still: Since 1983. Tommy Karr: It is actually the Police, they did have the Fire too but the Rogers Fire ended up possibility rolling into the State. Barbara Still: We have had it for almost 30 years and it has done well. Andrea Rasco: Does anyone have any questions? Barbara Still: We would want to sit down, if we were awarded, and understand the history so we could make some decisions with you. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes; December 8,2011 Page 15 of 20 Andrea Rasco: We plan to move fairly quickly. You are our last interview and then immediately following this we will get together and discuss the two firms we are looking at and hopefully make a decision today. Barbara Still: Great. Tommy Karr: We welcome the opportunity to work with you. Lisa Branson: Trish wanted me to let you know that she talked to Tina at Longer Investments and they will continue to work with you as long as Northern Trust is the custodian until you decide on a firm. City Attorney Kit Williams: You certainly never need to go into executive session that is an option that sometimes is allowed but never required. It is really only allowed to consider personnel matters, this is more like a contract as opposed to an employee. If you had an employee then you could go into executive session to consider the status of the employee. This is a corporation and you are hiring them as a contractual part so I do not think that works. I would have your meeting and not worry about that. Discuss it and make your decisions. That is what I recommend. You can not make a mistake by leaving it open. Mayor Jordan: What do you all want to do? I will give you my perspective off the top of my head. I think die first group if you want to be a little more aggressive with your stock portfolio, The Garrison folks recommended the 60/40 split. That is a little more risky and these folks will do a 40/60 or a 50/50 or they will probably go with a 60/40 but that will be entirely up to you all. Andrea Raseo: I think both of them are really good firms. If you told either one of them that you wanted to be more conservative I think they will make it that way, if you tell them you want a little bit more risk and a chance for a little bit better return, I think they will do that too. Marion Doss: I think that Arvest, being a bigger company might be a little more able to adjust more to different things. They are here and they are big. Garrison sounded good. Dennis Mullens: He was very good. Mayor Jordan: They gave us some pretty good service here at the City when they were here. Andrea Rasco: The evaluation form I sent I out I took the four firms and put it down to two. Each criteria is weighted. The first one to consider is 30% and it talks about the specialized experience and technical competence of the firms with respect to what they are going to be doing. The second item to consider is capacity and capability of the firm to perform the work in question including services within fine limitations that is 25%. The third criteria is past performance such as workability to meet schedules and deadlines. You can go with the pension lunds direct experience With either firm and if that is not available then it is just their past experience in general with their references. The final criteria is their proximity and familiarity with the area in which the project is located. Both are right here in Fayetteville. There is not much to weight in difference between the two firms on that. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 16 of 20 When you are going through the thought process in your head of which firm best serves the Firemen's Pension fund, the top three criteria especially are what you need to consider weighing your vote on. Ronnie Wood: I think both of the firms made it really hard for me. I think they are both really good firms. I was impressed with both of them. I probably will go along with Marion, Arvest is bigger and they are here. Andrea Rasco: So maybe their capacity is a little greater. Ronnie Wood: Yes. Dennis Mullens: Possibility. With the other one you are not going to get lost in the shuffle. They are trying to build theirs. They are not in the same league as Arvest. I liked it. Andrea Rasco: Garrison had about$220 million in portfolio and Arvest had about$6 billion. Marion Doss: We liked Elaine but when the policy changed she was pretty quick to drop us. I wonder about a smaller firm. Arvest since they are big they are versatile enough to get things changed. I think they are more versed in that respect. They can suit your needs. Pete Reagan: In Longer Investments defense with what you just said, when we hired her in 2002 she told us when she buys the stocks she buys it for everyone of her clients. The reason that she advised us that she could no longer be our investment advisor was because of this AG opinion. Marion Doss: I am not saying anything against her. I think she did a great job for us and I am not complaining a bit about that. A smaller firm may not be as versatile when things change. Dennis Mullens: We know where the pension fund stands and I think the fact that they sounded more impressive. They still have their hands tied. Andrea Rasco: The fees they were talking about between Charles Schwab and M&L Essentially you all can go with whoever you want to go with. Keep that in mind. They were both free. Pete Reagan: Actually they are not free they are figured in to the cost. Andrea Rasco: There is no additional cost on top. Pete Reagan: We all know that anytime anyone handles your money there is a fee for whoever handles it for whatever they do. That is a given. Marion Doss: They can't do it for free. Pete Reagan: It boils down to me to what the fee structure is going to be. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 17 of 20 Andrea Rasco: Right. In comparing them we can not evaluate that by state law. You can vote on which firm you think would best serve the pension fund based on this criteria and this voting form and then we take that top firm and you can negotiate with them. If you are comfortable with their fees enter into a contract with them. If for some reason you are not able to reach a contract with them because of their fees or whatever then you can throw them out and go to the second one. By state law regulations, you are not able to say, what are your fees and compare them and evaluate them when you are ranking them first and second. Pete Reagan: Who changed that law? Andrea Rasco: It changed in 2009 1 believe. I do not know who changed it. The City went out last year for investments and we could not consider fees either. A discussion followed on the state law. Pete Reagan: If we pick a firm today and we are not happy with their fee structure, can we put them on hold and go to the second one and see what their fee structure is? Andrea Rasco: No. You have to accept them or reject them. If you reject them you can't consider them any longer. Once you pass up one you can not go back to them. You have to select them based on their experience, capacity, capability and past performance, their qualifications. Dennis Mullens: That does not affect you being able to negotiate. Andrea Rasco: Not at all. As soon as you pick the first firm you can enter into negotiations for price and get something that you are happy with and comfortable with. Dennis Mullens: In a lot of ways bigger is better but in a lot of ways it is not. Do you not think Arvest is tied to something to negotiate? I really think you can work with a smaller one a little bit. Andrea Rasco: It makes it hard. The documents state it is a RFQ which is a request for qualifications which means you can not talk about price. An RFP is a request for proposal and you can consider price. That is the triggering difference between which solicitation is used when you go out. A discussion continued on the state law. Andrea Rasco: I think you should take a few minutes and look at each one and compare them and give each firm points. I think with these firms being so close it really helps you to arrive at where the breaking point is with who you want first and who you want second. Dennis Mullens: I am stuck on that one because I like the spill. It looks to me like they would be more readily avAable for anything at the drop of a hat, Garrison. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 18 of 20 Andrea Rasco: I think the City has experience with both of them. I think they are both really good firms. Marion Doss: Arvest is easy to deal with too if you need something from them. Dennis Mullens: They are not.going to be as aggressive right. That is die way I understood it. Pete Reagan: They will be as aggressive as we want them to be. We went with a 50/50 and we have had a balanced account since 2002 but there have been times when we had stocks at almost 60%. It is right in that same range. We are not stretching anything. Andrea Rasco: They are just advising you. They can advise 50/50 or 60/40 or whatever and if you say no we want to get more conservative or less they do whatever. Ronnie Wood: Both of them have said they will come in and see what we want. Marion Doss: So when we get ready to vote do we make a motion? Mayor Jordan: I guess however we want to do it. Here is the thing with me and I will be honest with you. It is your retirement and I want you to be happy with whoever gets picked here. Mayor's come and go, but you all are in here for the long haul. I don't think you could go wrong with either one of these firms to be honest with you. Garrison to me seemed a little more aggressive and that is more my flavor. It is all in how you regard stuff. Pete Reagan: Longer Investment uses Schwab as their trading house but they do not use them as the custodian because she did not want them at the same place. That was her option. Mayor Jordan: I am more familiar with Schwab than I am with the other one. They are pretty easy to work with. Andrea Rasco: Do you have any questions for the finns? We can call them back if you have a deciding factor. We can reschedule and meet again if you need more time to think about it. It is important to get it done within the short future because there is a lot of transition that needs to take place before December 3 1. Pete Reagan: If we pick a top firm here today do we as a board sit down with them and go over the fee structure or how does that work? Andrea Rasco: We would probably have to get Kit's opinion on that. I think the board can do it as a whole or the board can appoint one of you to do that. Ronnie Wood: I am really struggling with this. It is so close. I would not mind having a day or two. Mayor Jordan: We told them we would make a decision today. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 19 of 20 Andrea Rasco: I can call and let them know that we will get back to them Monday. Marion Doss: I would just as soon make a decision today since we told them we would. Pete Reagan: I am like Ron, I am real close. Andrea Rasco: If it is that close I would recommend that we appoint one of you to meet with me and we can call references and see if that helps out any. Honestly with both these firms I think the references are going to check out and be absolutely wonderful for every single one of them. I do not mind to do that at all. Ronnie Wood: I do not need that personally. it is just so close. I don't think there will be that much difference. Dennis Mullens: I have my mind made up. Pete Reagan: Why don't you make a motion then? Dennis Mullens: I don't think some of you guys are quite ready. Andrea Rasco: Do you need a few more days to look through their statements of qualifications, that they submitted, and go back through their interview documents? Pete Reagan: I fully understand all the documents. The only problem I have is I want to know what it is going to cost us and evidently we can not find that out. Mayor Jordan: Unless you pick somebody. Marion Doss moved to select Arvest. The motion died for lack of a second. Dennis Mullens moved to select Garrison. Pete Reagan seconded the motion. Upon roll call the motion passed 4-1. Sondra Smith was absent. Marion Doss voted no. Garrison Financial was selected as the Financial Advisor. Andrea Rasco: Now the board needs to decide if you collectively as a group want to negotiate with Garrison or if you want to appoint a board member to work with those negotiations. Even if you appoint someone that person could come back to a board meeting and discuss what the fees are. Pete Reagan: I will be glad to be involved in the process. I think it needs to be done fairly quickly. Andrea Rasco: We can take the current contract with Longer and review it to see if you want to keep everything in that contract or if you want to change it. If you want to change anything now is the time to put that in there before we send it to Garrison for their review and feed back. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 8,2011 Page 20 of 20 Pete Reagan: I think they will have their own investment policy. We should get theirs and compare the two of them. I would get the contract done first. The investment policy is part of that whatever it ends up being. Ronnie Wood: It is up to them to furnish the contract? Andrea Rasco: Not necessarily. We do it both ways, most of the time we like to use our own contract because we like the language in ours a little bit better. Ronnie Wood moved to appoint Pete Reagan as the point of contact. Dennis Mullens seconded the motion. Upon roll call the motion passed 5-0. Sondra Smith was absent. Andrea Rasco: Do you want to start with the existing contract or do you want me to contact Garrison and try to get a contract to look at or do you want to start with the one you have Longer and modify it? Pete Reagan: I think it would be good for us to look at theirs and see what they offer and compare it to the one we currently have. Ronnie Wood: Since you look at these contracts a lot are you comfortable with the one that we have now. Andrea Rasco: It is so different from our city contract because of the nature of the pension. I have not reviewed it in great detail. Mayor Jordan: Once you get both contracts you can see what they are charging. Andrea Rasco: I recommend the board enter into a contract next week if at all possible. Especially if you can't work out fees that you are happy with or can't agree on a contract then you have to start all over With Arvest. Pete Reagan: When I meet with them and bring back a number, I am bringing that number back to this board and if they are not happy with it then we move on. Andrea Rasco: The number and the finalized contract. Meeting adjourned at 9:40 a.m. 113 West Mountain 72701 (479)575-8323 TDD(Telecommunications Device for the Deaf)(479)521-1316 City of Fayetteville Attendance Sheet Tayetrl BID/RFP/RFQ #: 11-3 Description: jWqk Function (circle one) : Bid Opening, Selection Committee Meeting, Pre-Bid, Interview City staff ewrooefl InCludes'@d.f11Yett8V111e ar.us' Name Company Title Phone Email o6coo-,yte e 2'71- 514�-07777 2 e. 3 4 4?7 Alm m 5 Off" TW L/ Coo, L" �AN .1k s-A 7 iY f6 Ot � k 4 77-oA 7-16 45- oil 7 "07-1742 S'33 I 8 Awe 0, 10 Gf faaYk QUA V 12 13 14 15 16 17 is 19 20 City of Fayetteville Attendance Sheet Taye BIC)/AFP/RFQ M f�Q .11-1-3 Description: rof�"C4;rj Function (circle one) : Bid Opening, Selection Commfttee Meetrig, Pre-Bid, Interview Time: MY StOff O:Mall iftudes"Qd.faY6tteY111e.ar,us- Name Company Title Phone Email gy/o 3 7*5�� '-'n 75-f ox 4 _kqL ar .pq 5 /jA' U-5 7 4k eo -2 AU-106d oz I a CIA 1ye.46�J. &f 7? - S 3 0-1171 hL - _Wlel.5 e e-ex. tv er T 525 W5 Its kLra 1—, 31 '1 L W. 575. M) fa 12 13 14 15 16 17 18 19 20 Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 14,2011 Page I of 8 Ron Wood Position 4 Retired Lioneld Jordan Chaiman Pete Reagan Position 2 Retired Sondra E.Smith Secretary Dennis Mullens Position 3 Retired Marion Doss Position 1 Retired Tayve e;11 le ARKANSAS Special Firemen's Pension and Relief Fund Board of Trustees Meeting Agenda December 14,2011 A special meeting of the Fayetteville Firemen's Pension and Relief Fund Board of Trustees was held at 9:30 a.m. on December 14, 2011 in Room 219 of the City Administration Building. Mayor Jordan called the meeting to order. PRESENT: Mayor Jordan, Marion Doss, Pete Reagan, Dennis Mullens, Ronnie Wood, City Clerk Sondra Smith, City Attorney Kit Williams, Garrison Financial, Press and Audience. New Business: Review Investment Management Agreement and Investment Policy Statement Garrison Financial. Pete Reagan: Mayor 1 met, as the Board instructed, with two folks from Garrison Financial and was able to come to an agreement. You have that agreement in front of you for review. I also asked that Paul Becker and Kit Williams receive a copy of it. We have Kerry and Glenn from Garrison Financial with us if we need to ask them any questions. I would ask Kit for his comments on the contract. Vit Williams: I have a question for Garrison specifically about the fees. In paragraph two which says the client will pay the investment advisor as compensation for services under this agreement fees determined in accordance with Schedule B, Schedule B says 50 basis points, which is a half percent I think, of the market value of assets under management. Below that it says asset management fees arc calculated based on the average market value over the billing cycle. Fees are calculated quarterly on an annual basis according to the schedule above and are paid quarterly in arrears. This one half percent I was not sure if that meant annually, quarterly or monthly. Glenn Atkins: The one half percent is an annual rate. Kit Williams: So every quarter it would be a quarter of the 50 basis points. Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 14,2011 Page 2 of 8 Glenn Atkins: Correct. It would be paid in arrears after services have been rendered. We take the preceding four months market value and average that. Kit Williams: Okay. I thought that was what it meant but I was not absolutely sure reading that and I wanted to make sure for the record that we knew exactly what we were talking about. This is basically your standard investment contract that you submit for other funds that you manage? Glenn Atkins: It is. Kit Williams: On page five of nine there is a place for everyone to sign but Garrison. I thought you would probably want to add a signature block for yourself. I think we need a signature line for Garrison on page five. Glenn Atkins: You are correct. We will amend that and send it over. Kit Williams: The Investment Policy Statement appears to be primarily one of your standard investment policy summaries. I would note on page two that it says this investment policy summary is not a contract This investment policy has not been reviewed by any legal counsel and the Advisor and Investor use it at their own discretion. I have reviewed it. I noticed at the end there is a place for everyone to sign even though it says it is not a contract. What concerns me though is, because it is your standard one and I know you put some limitations on the front end, when you look at page 5 of 8, it talks about diversification and permitted asset classes and permitted security types, many of the permitted asset classes the ftmd will be continue its ownership of but it can not purchase. Glenn Atkins: Correct. Yjt Williams: That concerned me a little bit. I also felt like from a financial point of view that this fund now owns many individual stocks, stocks of individual companies plus it owns corporate bonds neither of which can it ever buy again unless somehow we got above $5 million. I think it is in the interest of this board to maintain those holdings. Once you sell one of those corporate bonds that is earring four or five percent interest you are not going to ever get that interest again. I drafted something that I would to probably be included either in the contract or in the policy that would say that Garrison Financial, LLC shall comply with the investment limitations of Arkansas law for this fund to specifically include all the various different statutes that we have talked about. Then I would say corporate bonds and stocks of individual companies currently held by the Firemen's Pension and Relief Fund shall not be sold without the express prior approval of the Fayetteville Firemen's Pension and Relief Fund Board of Trustees since State law prevents the reacquisition of these types of assets by the fund. It might be that you will only want to do that with the bonds. You might want to go ahead and authorize them to sell the individual stocks if you want to because you can buy no load mutual funds which means you are pretty much buying the market when you do that. Most no load mutual funds are like the S&P 500 type index funds? Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 14,2011 Page 3 of 8 Glenn Atkins: There are index funds like that but there are also actively managed funds on the stock and the bond side. Kit Williams: They would still be characterized and meet the State requirement of no load. Glenn Atkins: Yes. If the asset mix was 60%stocks we could buy 60% in no load stock mutual funds and 40%in no load bond mutual funds. Kit Williams: I am more concerned with the corporate bonds that are drawing interest right now. They would never be able to get that good again. Pete Reagan: Is it Garrison's intent to liquidate the assets? Glenn Atkins: Our intent is to do whatever you all decide to do. There are merits and drawbacks to doing both ways. Pete Reagan: Our goal is to make as much money as we possibly can without a high level of risk. That is the reason that we are hiring you to do that. If they see fit and we can make money on the deal down road I would not recommend liquidation of assets all at once on January 1. 1 know that there is some that you intend to sell to get into your investment style. I agree with Kit that we should not liquidate all the assets, dump all our corporate bonds, and take losses and that type of thing. I think there is a time down the road when you will see that we will be able to turn a profit on it and then it will be profitable to sell. Glenn Atkins: This is going to be a very collaborative relationship with you guys. With all of our accounts we do not transition them from whatever they are on day one. We can do that but it is not typically our style. Given this situation we want it to be a collaborative relationship. We would like to have as much flexibility as we can to try to get you the best return that we can. We are not going to jump off January 1 and turn it into something that looks totally different than it is now. Kit Williams: My recommendation then would be in relation to the corporate bonds, which personally I think since they are drawing an interest rate that you can't get, now we should probably hold them to maturity. Even though you would be making a profit on them now because you can't get bonds that pay that interest you have a premium for them right now but once you cash them out then that interest that you have been earning is going to be over and you would be getting something at a lesser rate. On stocks since they can replace the stocks with mutual funds, this is why you would be hiring Garrison as your investment advisor, I think a lot of that could be left to their discretion, with the individual stocks, with the knowledge that they can't buy any more individual stocks. With the bonds unfortunately I don't think we are ever going to get back to the kind of percent interest that you are earning once you liquidate them in the current market. I would want to change this Investment Policy Statement which says it is not a contract to remove some of these asset classes on page 5. They can not have preferred stock, mortgages, and domestic bonds, stuff like that, individual stocks, which we can hold but we can not Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 14,2011 Page 4 of 8 purchase any more. Probably just put in there that we can own the assets allowed by Arkansas law. Mayor Jordan: What you are saying is that we hang onto some of the corporate bonds because we are drawing a pretty good interest rate on them. You want to hang on to those but on the stocks then it is more at the discretion of Garrison. Pete Reagan: As long as they are no load mutual. We can hold individual stocks as long as they do not repurchase. Will your firm be available once a quarter to meet with us? Glenn Atkins: Absolutely. We added a clause on the first page of the Investment Policy that deals with some of the statutes that were referred to. We can certainly put that in the contract or add statutes to the extent that we need to. Kit Williams: I think that would be good for the contract to have. I can work with you to get the right language on that. I also want to make sure that you understand that I am not saying that there would never be a time not to sell a corporate bond. That would be something they should consult with you to do. There could be some unusual circumstance that would come out and they would want to sell and it would make a lot of sense. That would be very rare. Pete Reagan: I think that is going to tie their hands if they have to come to us for approval. We are hiring them to manage our money. If they see the need and it turns a profit then they should have the discretion to do that. Mayor Jordan: If you don't and something suddenly happens we have to try to pull a meeting together for you to give approval. Glenn Atkins: What we normally do when we get a portfolio like this we look at each individual security and make the determination if it makes sense to sell it or hold it. Kit's point is very valid in terms of where interest rates are now. It gets even to finer point than what you were referring to because you mentioned premiums on bonds. We can certainly get similar yield levels in the market today but it is likely that we could not get as a high of a coupon that you have right now without swapping A from B that looks very similar. To the extent that we can hold those higher coupons, the underlying yield will be the same but it would potentially generate more income for the fund. Kit Williams: I think one of the problems is I do not think we could buy new corporate bonds. We are stuck with government bonds at this point in time. Glenn Atkins: My understanding is that we could buy fixed income mutual farlds as well, Kit Williams: I think you probably can. I will leave that up to your expertise on looking at the State law and determining what that is. You might want to talk to Paul Becker our Financial Advisor about that. Glenn Atkins: I did not see anything in the statutes that made a distinction between equity mutual funds and bond mutual funds. Special Firemen's Pension and Relief Fund Board of Trustees Meeting Minutes December 14,2011 Page 5 of 8 Kit Williams: You might be very well correct on that. That is why you are being hired because you are the experts on that. Glenn Atkins: Should we consult with you regarding that or Mr. Becker? Kit Williams: Mr. Becker but also use your own knowledge of the financial situation. I am a lawyer but I am not a financial advisor. I am sure you have much greater expertise in this than I do. Glenn Atkins: What we would normally do in a situation like this that requires mutual funds on the bond side is to try to find mutual funds that manage money very similar to the way we would if we could buy individual corporate bonds. Does that make sense? Kit Williams: Yes. Kerry Bradley: I think as far as the discretion goes, as far selling any of those corporate bonds. I would like to have the flexibility. It is rare that it happens but occasionally a CEO goes to jail. I don't think there are any bonds in your portfolio that might happen to but again we never know. Should there be something in the portfolio that there is a significant news event that could really impact the portfolio rather than try to get the group together to meet. We are certainly going to take direction from you. We certainly would not sell those bonds unless we could replace them with something better. Pete Reagan: I want you all to have that flexibility. Kit Williams: I think you understand the concern and interest of the Board. I don't think there needs to be anything that prohibits you from doing that if that is what the Board's desire is. Glenn Atkins: We take very seriously our responsibility to do what we think is in your best interest at a return. So there is not going to be a situation where we would take an action that we did not think was in your best interest. We take that fiduciary duty very seriously. It is a very serious issue. It is a big responsibility for us. Kit Williams: I would also recommend as part of that or part of a change in the Investment Policy Summary the language about following the Arkansas State law and investing only in the class of investments. Pete Reagan: This is just the contract Kit. Kit Williams: In their Investment Policy they said this is not a contract. So I would like that portion of Arkansas law to actually be included in the contract. I would add on that where it says the trustees of the City of Fayetteville Firemen's Pension Relief Investment portfolio are charged with the responsibility of investing the asset, I would say Garrison Financial, LLC as its investment manager. So both this Board and the manager need to follow the State law. That is the first page of the Investment Policy Statement.