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MIAMI SHORES VILLAGE-POLICE MINUTES 10-30-20181 MIAMI SHORES VILLAGE POLICE OFFICERS’ RETIREMENT SYSTEM BOARD MEETING The Miami Shores Village General Employee Pension Board and Police Retirement Board jointly met on Tuesday, October 30, 2018, at the C. Lawton McCall Community Center. The General Employee Pension Board meeting called to order at 8:36 AM. The following individuals were present for the meeting: PRESENT: ABSENT: Alice Burch, Chairwoman Jonathan Meltz, Trustee John Bolton, Secretary Christopher McDonald, Trustee Shmueal Mauda, Trustee Also present were Pension Plan Administrators, Doug Falcon and Yolanda Shea FHA-TPA Benefit Administrators, Inc., Karen Russo, Salem Trust, Dave West, AndCo Consulting, and Pension Attorney Adam Levinson, Klausner Kaufman Jensen & Levinson. CUSTODIAN – Salem Trust – Karen Russo Ms. Russo thanked the Board for allowing Salem Trust the opportunity to be the custodian for the Plan. She advised them that Salem holds their relationship with highest regard and remain committed to do everything possible to ensure the success of their relationship which has been for 17 years. She informed the Board that a recent review of the level of service being utilized is greater than what was contemplated in 2013, despite the increased consumption level of custodial services they have been able to honor their fee arrangement for 3 years after its intended expiration. As a result Salem Trust is proposing a necessary fee arrangement to be fairly compensated for the current level of services required by the Plan. The fees affected by the increase is as follows: CURRENT: Fees of custody services will be calculated at the rate of 7.5 basis points (.00075) per year applied to the assets of the account Minimum fee $6,000.00. 300 Security Trades (additional trades $6.00 each) PROPOSED: Fees of custody services will be calculated at the rate of 7.5 basis points (.00075) per year applied to the assets of the account Minimum fee $7,000.00. Security Trades $6.00 per buy/sale Trustees asked Ms. Russo questions regarding the services and asked if there was any room for negotiating the Security Trades. Ms. Russo agreed to the following and said she would amend the Schedule of Fees accordingly. Listed below is the revision: Security Trades: $6.00 per buy/sale over 150, Effective 10/1/2018-9/30/2019 $6.00 per buy/sale Effective 10/1/2019 2 The fee will be guaranteed for two years from effective date. A motion made by trustee Bolton seconded by trustee Mauda to approve the Salem Trust fee increase with the amended items as stated above motion passed unanimously. The next item Ms. Russo discussed was the renegotiation contract with Chicago Clearing Corporation (CCC) for pursuing securities class action lawsuits for their clients. Due to the length of their relationship, and the volume of settlements they have processed for their clients, their clients will receive a reduction to 12% on settlements after April 13, 2018. Claims that have already settled will remain at the previous rate of 20%. CCC will continue to not charge a fee to file a class action lawsuit. There is no charge or compensation by Salem Trust for this service. Ms. Russo advised the Board that the form Directions for Processing Class Actions had two options and they as a Board needed to pick one of the two options. The options were as follows: Option A: Salem Trust Company should provide class action service to our plan. If you choose this option, Salem Trust will provide complete class action service on your behalf. After any claim is settled, CCC will deduct from the monetary award, a current fee equal to 12% of the award. Salem will deposit the net proceeds to the pension plans account Option B: Salem Trust Company should NOT provide class action service. If you choose this option, should a class action claim apply to a security held in your account. Salem Trust will not notify you nor will we pursue a claim on your behalf. All class action claims processing activities need to be provided by other service providers. A motion made by trustee McDonald seconded by trustee Bolton to select Option A, motion passed unanimously. The next item Ms. Russo discussed was the Salem Trust Company Information Technology Security and distributed a copy of the document illustrating an Overview of their practices and Certificate of Liability Insurance. She advised the Board that Salem Trust takes very seriously cyber security and therefore have taken extra steps to ensure the data is secured including employee training. The next item discussed was the Salem Trust Service Report Summary. The report’s purpose is to provide transparency. Each quarter they publish the report of operation stability and performance for the benefit of every client and industry partner. The service report tracks 5 primary categories essential to core custody services. The summary is condensed from a comprehensive quarterly performance scorecard containing 17 discrete tasks, also available by request. Based on data used by their independent auditors and government regulators, they objectively compare how they have performed in relation to their goals with the objective to deliver better service to their clients. 3 This concluded the custodian report. APPROVAL OF MINUTES The Chairman asked if anyone had any questions regarding the minutes of the meeting on July 31, 2018, there being no questions, A motion made by Trustee McDonald seconded by Trustee Bolton to approve the July 31, 2018 minutes motion passed unanimously. PUBLIC COMMENT: None APPROVAL OF PAYMENT WARRANT: 2018-0013 The Chairman asked if there were any questions regarding Warrant 2018-0013 for $2,625.00, there being no further questions, A motion made by trustee Bolton seconded by trustee McDonald to approve the payment of Warrant number 2018-0013 for $2,625.00 motion passed unanimously. RATIFY PAYMENT WARRANTS: 2018-0010 through 2018-0012 The Chairman asked if anyone had any questions regarding Warrant 2018-0012 for $19,229.48, A motion made by trustee Bolton seconded by trustee Mauda to ratify Warrant 2018-012 as stated above motion passed unanimously. The Chairman asked if anyone had any questions regarding Warrant 2018-0011 for $9,941.12, A motion made by trustee Bolton seconded by trustee Mauda to ratify Warrant 2018-011 as stated above motion passed unanimously. The Chairman asked if anyone had any questions regarding Warrant 2018-0010 for $3,000.00, A motion made by trustee Bolton seconded by trustee Mauda to ratify Warrant 2018-010 as stated above motion passed unanimously. INVESTMENT Mr. West discussed the Miami Shores Village Police Officers’ Pension Fund Investment Performance Review Period Ending September 30, 2018. A few of the market observations were as follows: Market returns were mixed across major equity and fixed income indices for the 3rd quarter of 2018 with many themes from the 2nd quarter repeating during the current period. Broad domestic equity indices pushed higher on continued strength in both economic and corporate earnings data. International equity returns finished the quarter slightly positive with the MSCI ACWI ex US Index returning 0.7%. 4 Interest rates on the US Treasury Yield Curve continue their year-to-date rise during the 3rd quarter as investor expectations for further Fed tightening of monetary policy increased during the period. Us equity index returns were positive across the style and capitalization spectrum during the 3rd quarter of 2018. During the quarter, large cap stocks outperformed mid and small cap equities across growth, value and core indices. Growth stocks outperformed value stocks across the market cap spectrum during the 3rd quarter. Both S&P Dow Jones Indices and MSCI made changes to the Global Industry Classification Standard (GICS) sector configurations of their indices, creating a new GICS sector classification called Communication Services which replaced the Telecommunications sector on September 28, 2018. Sector performance was broadly positive across large cap sectors for the 3rd quarter. Quarterly results for small cap sectors were generally lower relative to their large capitalization counterparts. Mr. West advised the Board that at this time there are no recommendations. This concluded the investment report. the objective for the fixed income manager replacement is to look for a replacement for the current manager Insight Core Fixed Income due to lack of performance ATTORNEY REPORT Mr. Levinson reported to the Board that the Records Management Liaison Officer (RMLO) Designation form was completed and would need to be filed with the Division of Library and Information Services once the administrator signs the form concluding the meeting. This concluded the attorney report. ADMINISTRATOR REPORT Mr. Falcon advised the Board that Salem Trust required a Cash Management Sweep Authorization form for the Integrity Accounts. This form allows the Custodian to invest all cash held in the custodial account of the Plan from time to time in a money market mutual fund. The Board has two options as follows: Goldman Sachs Financial Square Treasury Obligations Fund or Goldman Sachs Financial Square Government Fund Mr. West recommended going with Godman Sachs Financial Square Treasury Obligations Fund. 5 A motion made by Trustee Bolton seconded by Trustee Mauda to select the Goldman Sachs Financial Square Treasury Obligations Fund motion passed unanimously. The next pension meeting is January 29, 2019. This concluded the administrator’s report. There being no further business, A motion made by trustee McDonald seconded by trustee Bolton to adjourn the meeting at 9:24 a.m. Approved: Board meeting - January 29, 2019 1 MIAMI SHORES VILLAGE POLICE OFFICERS’ RETIREMENT SYSTEM BOARD MEETING The Miami Shores Village General Employee Pension Board and Police Retirement Board jointly met on Tuesday, October 30, 2018, at the C. Lawton McCall Community Center. The General Employee Pension Board meeting called to order at 8:36 AM. The following individuals were present for the meeting: PRESENT: ABSENT: Alice Burch, Chairwoman Jonathan Meltz, Trustee John Bolton, Secretary Christopher McDonald, Trustee Shmueal Mauda, Trustee Also present were Pension Plan Administrators, Doug Falcon and Yolanda Shea FHA-TPA Benefit Administrators, Inc., Karen Russo, Salem Trust, Dave West, AndCo Consulting, and Pension Attorney Adam Levinson, Klausner Kaufman Jensen & Levinson. CUSTODIAN – Salem Trust – Karen Russo Ms. Russo thanked the Board for allowing Salem Trust the opportunity to be the custodian for the Plan. She advised them that Salem holds their relationship with highest regard and remain committed to do everything possible to ensure the success of their relationship which has been for 17 years. She informed the Board that a recent review of the level of service being utilized is greater than what was contemplated in 2013, despite the increased consumption level of custodial services they have been able to honor their fee arrangement for 3 years after its intended expiration. As a result Salem Trust is proposing a necessary fee arrangement to be fairly compensated for the current level of services required by the Plan. The fees affected by the increase is as follows: CURRENT: Fees of custody services will be calculated at the rate of 7.5 basis points (.00075) per year applied to the assets of the account Minimum fee $6,000.00. 300 Security Trades (additional trades $6.00 each) PROPOSED: Fees of custody services will be calculated at the rate of 7.5 basis points (.00075) per year applied to the assets of the account Minimum fee $7,000.00. Security Trades $6.00 per buy/sale Trustees asked Ms. Russo questions regarding the services and asked if there was any room for negotiating the Security Trades. Ms. Russo agreed to the following and said she would amend the Schedule of Fees accordingly. Listed below is the revision: Security Trades: $6.00 per buy/sale over 150, Effective 10/1/2018-9/30/2019 $6.00 per buy/sale Effective 10/1/2019 2 The fee will be guaranteed for two years from effective date. A motion made by trustee Bolton seconded by trustee Mauda to approve the Salem Trust fee increase with the amended items as stated above motion passed unanimously. The next item Ms. Russo discussed was the renegotiation contract with Chicago Clearing Corporation (CCC) for pursuing securities class action lawsuits for their clients. Due to the length of their relationship, and the volume of settlements they have processed for their clients, their clients will receive a reduction to 12% on settlements after April 13, 2018. Claims that have already settled will remain at the previous rate of 20%. CCC will continue to not charge a fee to file a class action lawsuit. There is no charge or compensation by Salem Trust for this service. Ms. Russo advised the Board that the form Directions for Processing Class Actions had two options and they as a Board needed to pick one of the two options. The options were as follows: Option A: Salem Trust Company should provide class action service to our plan. If you choose this option, Salem Trust will provide complete class action service on your behalf. After any claim is settled, CCC will deduct from the monetary award, a current fee equal to 12% of the award. Salem will deposit the net proceeds to the pension plans account Option B: Salem Trust Company should NOT provide class action service. If you choose this option, should a class action claim apply to a security held in your account. Salem Trust will not notify you nor will we pursue a claim on your behalf. All class action claims processing activities need to be provided by other service providers. A motion made by trustee McDonald seconded by trustee Bolton to select Option A, motion passed unanimously. The next item Ms. Russo discussed was the Salem Trust Company Information Technology Security and distributed a copy of the document illustrating an Overview of their practices and Certificate of Liability Insurance. She advised the Board that Salem Trust takes very seriously cyber security and therefore have taken extra steps to ensure the data is secured including employee training. The next item discussed was the Salem Trust Service Report Summary. The report’s purpose is to provide transparency. Each quarter they publish the report of operation stability and performance for the benefit of every client and industry partner. The service report tracks 5 primary categories essential to core custody services. The summary is condensed from a comprehensive quarterly performance scorecard containing 17 discrete tasks, also available by request. Based on data used by their independent auditors and government regulators, they objectively compare how they have performed in relation to their goals with the objective to deliver better service to their clients. 3 This concluded the custodian report. APPROVAL OF MINUTES The Chairman asked if anyone had any questions regarding the minutes of the meeting on July 31, 2018, there being no questions, A motion made by Trustee McDonald seconded by Trustee Bolton to approve the July 31, 2018 minutes motion passed unanimously. PUBLIC COMMENT: None APPROVAL OF PAYMENT WARRANT: 2018-0013 The Chairman asked if there were any questions regarding Warrant 2018-0013 for $2,625.00, there being no further questions, A motion made by trustee Bolton seconded by trustee McDonald to approve the payment of Warrant number 2018-0013 for $2,625.00 motion passed unanimously. RATIFY PAYMENT WARRANTS: 2018-0010 through 2018-0012 The Chairman asked if anyone had any questions regarding Warrant 2018-0012 for $19,229.48, A motion made by trustee Bolton seconded by trustee Mauda to ratify Warrant 2018-012 as stated above motion passed unanimously. The Chairman asked if anyone had any questions regarding Warrant 2018-0011 for $9,941.12, A motion made by trustee Bolton seconded by trustee Mauda to ratify Warrant 2018-011 as stated above motion passed unanimously. The Chairman asked if anyone had any questions regarding Warrant 2018-0010 for $3,000.00, A motion made by trustee Bolton seconded by trustee Mauda to ratify Warrant 2018-010 as stated above motion passed unanimously. INVESTMENT Mr. West discussed the Miami Shores Village Police Officers’ Pension Fund Investment Performance Review Period Ending September 30, 2018. A few of the market observations were as follows: Market returns were mixed across major equity and fixed income indices for the 3rd quarter of 2018 with many themes from the 2nd quarter repeating during the current period. Broad domestic equity indices pushed higher on continued strength in both economic and corporate earnings data. International equity returns finished the quarter slightly positive with the MSCI ACWI ex US Index returning 0.7%. 4 Interest rates on the US Treasury Yield Curve continue their year-to-date rise during the 3rd quarter as investor expectations for further Fed tightening of monetary policy increased during the period. Us equity index returns were positive across the style and capitalization spectrum during the 3rd quarter of 2018. During the quarter, large cap stocks outperformed mid and small cap equities across growth, value and core indices. Growth stocks outperformed value stocks across the market cap spectrum during the 3rd quarter. Both S&P Dow Jones Indices and MSCI made changes to the Global Industry Classification Standard (GICS) sector configurations of their indices, creating a new GICS sector classification called Communication Services which replaced the Telecommunications sector on September 28, 2018. Sector performance was broadly positive across large cap sectors for the 3rd quarter. Quarterly results for small cap sectors were generally lower relative to their large capitalization counterparts. Mr. West advised the Board that at this time there are no recommendations. This concluded the investment report. the objective for the fixed income manager replacement is to look for a replacement for the current manager Insight Core Fixed Income due to lack of performance ATTORNEY REPORT Mr. Levinson reported to the Board that the Records Management Liaison Officer (RMLO) Designation form was completed and would need to be filed with the Division of Library and Information Services once the administrator signs the form concluding the meeting. This concluded the attorney report. ADMINISTRATOR REPORT Mr. Falcon advised the Board that Salem Trust required a Cash Management Sweep Authorization form for the Integrity Accounts. This form allows the Custodian to invest all cash held in the custodial account of the Plan from time to time in a money market mutual fund. The Board has two options as follows: Goldman Sachs Financial Square Treasury Obligations Fund or Goldman Sachs Financial Square Government Fund Mr. West recommended going with Godman Sachs Financial Square Treasury Obligations Fund. 5 A motion made by Trustee Bolton seconded by Trustee Mauda to select the Goldman Sachs Financial Square Treasury Obligations Fund motion passed unanimously. The next pension meeting is January 29, 2019. This concluded the administrator’s report. There being no further business, A motion made by trustee McDonald seconded by trustee Bolton to adjourn the meeting at 9:24 a.m. Approved: Board meeting - January 29, 2019