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01-24-2001 Special Meeting• MIAMI SHORES VILLAGE POLICE PENSION BOARD SPECIAL MEETING JANUARY 24, 2001 1. CALL TO ORDER The special meeting of the Miami Shores Village Police Pension Board was held on Wednesday, January 24, 2001 in the Conference Room of the Village Hall. The meeting was called to order at 8:05 A.M. 2. ROLL CALL In order for the record to reflect those present the roll was called with the following members present: Mayor Mark Ulmer, Chairman Vice Mayor Robert Blum Sergeant Robert Frame Absent: Detective Timothy Dearden William Heffernan Also Present: Steve Cypen, Pension Board Attorney Mark A. Malatak, Plan Administrator Lisa Keeley, Recording Secretary Jeff Swanson, Merrill Lynch (via telephone) 3. BACKGROUND AND PURPOSE OF MEETING - Mark A. Malatak Mr. Malatak explained the meetings primary function was to determine whether the Board would like to continue with Sanford C. Bernstein as a value fund manager. In light of recent changes presented to the Village by the firm, Mr. Malatak sought directives on whether or not to continue negotiations with Bernstein. First, the firm now advises that funds invested with their firm will be commingled unless a three million dollar minimum is met by the fund. Originally, a separately managed account was proposed. Second, the firm is advising that management fees will increase from the 60 basis points to include additional 12(B) fees. 4. DISCUSSION REGARDING THE RETENTION OF SANFORD C. BERNSTEIN & CO Mr. Cypen advised that the information should have been disclosed during the original presentation as the firm is governed by their prospectus. Mr. Swanson suggested that these changes could have been an oversight on the part of the presenter, Mr. Joe Lawrence. In most presentations, portfolio managers are not present to fully disclose the firms policies and schedules. There was concern expressed regarding the tactic used by Sanford C. Bernstein during their presentation in so much as the method becomes an ethical issue. Because the Boards' previous experience with the commingled STI fund has been disappointing at best, Mr. Swanson suggested that a separate account, rather a commingled account, would allow for a fund more tailored to the Board's guidelines and objectives. There was discussion regarding any possible misrepresentation from the Village regarding the actual funding amounts. Mr. Malatak indicated that the numbers provided were preliminary. However, Mr. Swanson confirmed that the funding amounts were made very clear. Inquiries as to the performance levels between the two managers were made. Mr. Swanson indicated that there is very little difference on the fixed income investments, although performance has been slightly better with the Boston Company. Mr. Swanson also pointed out that a recent merger between Sanford C. Bernstein and Alliance has created a gigantic company inferring the amount of Village Pension monies is small compared to other clients. He suggested that the Boston Company could more personalize the fund management and investments. Police Pension Board January 24, 2001 Page 2 • Mr. Malatak indicated that the Board should first decide whether to keep Sanford C. Bernstein as the value fund manager. Should the Board decide to terminate with Bernstein, they would then choose an alternative manager. Mr. Blum moved that the current negotiations with Sanford C. Bernstein be discontinued and terminated effective immediately. Sgt. Frame seconded the motion and the vote of the Police Pension Board was unanimous in favor. • 5. DISCUSSION REGARDING OTHER POSSIBLE INVESTMENT MANAGERS Questions arose regarding the Boston Company and if they would commingle the Village funds in addition to having a separate fee schedule. Mr. Malatak confirmed that in conversation with representatives from the Boston Company, they would hold a separate account for any investment monies and the fee schedule would be negotiated, however, would not include a 12(B) fees. Sergeant Frame moved that the plan administrator begin negotiations with the Boston Company, including review of the contract by Mr. Cypen. Pending no complications with the negotiations, the Police Pension funds, originally designated to Sanford C. Bernstein & Co. should be moved to the Boston Company. The motion was seconded by Mr. Blum. The vote of the Police Pension Board was unanimous in favor. 6. DISCUSSION REGARDING ASSET SPLIT BETWEEN GROWTH AND VALUE MANAGER. There was no discussion on this item. 7. OTHER BUSINESS. Mr. Malatak explained that as the current Trustee, SunTrust Banks of Florida, Inc., will no longer be handling the accounts as the Village has terminated the investment manager, STI. As a note in reviewing the contract for the new custodian, Colonial Bank, Mr. Cypen noticed a supplemental fee of 25 basis points for the money market account held by Goldman Sachs. Mr. Malatak indicated that there is very little cash held in that account, thus the fee should be minimal over the year. Mr. Swanson remarked that in general, custodians breakeven on their service fees, but obtain earnings by charging a nominal fee on the money market account. The other proposal received from Salem Trust also included the supplemental fee. As Mr. Malatak has had previous experience with Colonial Bank, the Board agreed to proceed with them. 8. ADJOURNMENT The January 24, 2001 special meeting of the Police Pension Board was adjourned at 8:50 A.M. Mayor Mark Ulmer, Chairperson Lisa Keeley, Recording Secretary imothy Dearden, Secretary • **NOTE: Due to technical difficulties, an audio recording of the January 24, 2001 meeting of the Miami Shores Village Police Pension Board was not furnished.