EMPLOYES' RETIREMENT SYSTEM OF THE CITY OF MILWAUKEE ANNUITY AND PENSION BOARD. Minutes of the Regular Meeting held May 30, 2014

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1 EMPLOYES' RETIREMENT SYSTEM OF THE CITY OF MILWAUKEE ANNUITY AND PENSION BOARD Minutes of the Regular Meeting held May 30, 2014 The meeting was called to order at 9:05 a.m. Board Members Present: Board Members Not Present: Retirement System Staff Present: Tom Klusman Martin Matson Mark Nicolini Gerald Pace Carmelo Patti Gust Petropoulos, Vice Chair John Barmore (excused) Larry Holland (excused) Michael J. Murphy (excused) Ron Walter (excused) Bernard J. Allen, Executive Director Beth Cleary, Deputy Director Erich Sauer, Pension Investment Analyst Tom Courtright, Pension Investment Analyst Mary McNellis, Investment Intern Karen McElwee Lloyd, Disability Benefits Coordinator Suzanne Fortier, Board Stenographer Others Present: Miriam Horwitz and Maurita Houren, City Attorney s Office. of Minutes. Mr. Allen presented the minutes of the Regular Meeting held April 28, Ms. Cleary noted a correction to add Mr. Pace as present. It was moved by Mr. Pace, seconded by Mr. Patti, and unanimously carried, to approve the Minutes of the Regular Meeting held April 28, 2014 as amended. Chief Investment Officer Report. As a matter of information, Board members received a copy of the CIO Report. Mr. Sauer handed out a copy of the Performance Update Charts. He introduced Ms. McNellis, the new Investment Intern, to the Board. Mr. Courtright reported that the Fund ended the month of April with a value of $4.98 billion, underperforming the blended benchmark by 31 basis points. He reported that, as of May 29, 2014, the Fund is up approximately 1.7 percent and has a value of $5.04 billion. Mr. Courtright stated the Fund s return year-to-date is up approximately 4.0 percent. Mr. Courtright stated that, as of May 29, 2014, the Fund has year-to-date: capital market gains of $178.6 million; paid out $144.9 million in benefits and expenses; and received contributions of $84.7 million. He indicated that the Fund withdrew $22 million in May: $6 million from MFS, $5 million from Brandes, $4 million from Polen, $4 million from GMO, $3 million from Earnest, and $2 million from DFA International to pay monthly benefits and expenses.

2 Mr. Sauer reminded the Board of the Investment Committee meeting schedule for June 5, 2014 to interview the Hedge Fund of Fund manager finalists. He also reported on some upcoming due diligence trips. of Polen Guideline Change. As a matter of information, Board members received a copy of a memo from Mr. Sauer, dated May 27, Mr. Sauer spoke about the guideline update requested by Polen. He stated it was the recommendation of both ERS Staff and Callan to approve the change. After discussion, it was moved by Mr. Patti, seconded by Mr. Matson, and unanimously carried, to approve the Polen guideline change. Investment Committee Report. Mr. Petropoulos reported that at the May 1 meeting, the Investment Committee received an update from Callan regarding the Hedge Fund of Funds search that was approved in April. The Committee also heard presentations from Brandes Investment Partners, and MFS. He noted that ERS Staff presented the Fund s 1 st quarter performance report, which showed the ERS generating a net of fee return of 1.8%, in-line with its blended benchmark. ERS Staff also presented the Loomis Sayles due diligence report. of Private Equity Small Buyout Fund of Funds Search. As a matter of information, Board members received a copy of a memo from Mr. Silber, dated May 1, Mr. Petropoulos noted that it was the recommendation of the Investment Committee to approve the search. It was moved by Mr. Matson, seconded by Mr. Patti, and unanimously carried, to approve the Private Equity Small Buyout Fund of Funds Search. Mr. Petropoulos also reported that at the May 19 meeting, the Investment Committee met in closed session with ERS Staff and Callan to discuss and approve the Hedge Fund of Funds Manager Search Finalists. The selected finalists have been invited to present at the Thursday, June 5 Investment Committee meeting. (Please note the Board did not convene in closed session on Item III. B. as noticed.) of Hedge Fund of Funds Manager Search Finalists. After brief discussion, it was moved by Mr. Klusman, seconded by Mr. Pace, and unanimously carried, to approve the Hedge Fund of Funds manager selection finalists. Administration and Operations Committee Report. Mr. Patti reported that the A & O Committee received updates on the IT Portfolio, organizational/personnel re-classes. of Internal Audit Charter. As a matter of information, Board members received a copy of the Internal Audit Charter May 2014 and the Administration & Operations Committee Audit Charter. Mr. Patti reported that the committee reviewed the Internal and Administration & Operations Committee Audit Charters. The Committee recommends approval of the changes that are before you today for Board approval. It was moved by Mr. Patti, seconded by Mr. Matson, and unanimously carried, to approve the Internal Audit Charter. 2

3 New Business. Retirements, Death Claims, and Refunds. Mr. Allen presented the following activity, as well as Service Credits for the month of April Active Death Benefits reported $7, Retired Death Benefits reported $24, Refund of Member Contributions paid $446, It was moved by Mr. Nicolini, seconded by Mr. Matson, and unanimously carried, that the above-indicated retirements, death claims, and refunds be approved. Conference Requests. Mr. Allen reported that requests to attend the following conferences had been submitted: Erich Sauer & Tom Courtright Due Diligence Trip Sponsor: MFS, Wellington and GMO Location: Boston, MA Date(s): August 4 5, 2014 Estimated Cost: $875 per person Mr. Petropoulos indicated that he would like to be added to the due diligence trip request to Boston. He also noted that Mr. Allen, Mr. Silber, Mr. Sauer and Mr. Courtright are requesting approval to attend the due diligence trip to see Mesirow on June 26, 2014 and William Blair on July 10, 2014, both in Chicago, IL. Mr. Sauer noted that the cost would be $85 each per trip. It was moved by Mr. Patti, seconded by Mr. Klusman, and unanimously carried, to approve the conference requests submitted by Messrs. Allen, Silber, Sauer, Courtright, Petropoulos. It was moved by Mr. Patti, seconded by Mr. Klusman, and unanimously carried, to approve the conference requests submitted by Messrs. Allen, Silber, Sauer, Courtright, Petropoulos. to Suspend Disability Benefits for Non-Compliance with Periodic Medical Re-examinations Deronn Gillum. As a matter of information, Board members received a memorandum from Ms. McElwee Lloyd dated May 22, Mr. Allen spoke about the request to suspend Mr. Gillum s disability benefits and updating the Board members on all the steps taken to date. After discussion, it was moved by Mr. Patti, and seconded by Mr. Klusman to suspend Mr. Gillum s benefit until he chooses to comply*. Mr. Nicolini called for the question, but requested clarification from Mr. Patti. Mr. Petropoulos suspended further discussion. He called for the question. Ms. Cleary asked for clarification as to the time frame to suspend the benefit. After further discussion, the motion carried by the following roll call vote: AYES: Messrs. Klusman, Matson, Nicolini, Pace, Patti, and Petropoulos. NOES: None. *See minutes of 6/23/2014 for correction. 3

4 to Submit Request to Finance & Personnel Committee re: MCC Mr. Allen handed out a copy of Milwaukee Common Council File , along with copies of proposed release dates/times for Mr. Barmore, Mr. Patti and Mr. Petropoulos and spoke about the release time for individuals who serve on any Boards/Commissions, which is governed by Chapter After discussion, it was moved by Mr. Patti, seconded by Mr. Klusman to authorize communication to the Finance & Personnel Committee to request approval of additional hours beyond the 32 hours provided in the ordinance, and also refer this issue to the Legislative Committee. Medical Reports. All Duty & Ordinary Disability Applications & Re-examinations. Mr. Allen presented certifications of the Fire and Police Medical Panel Physicians and the Medical Council relative to Duty & Ordinary Disability Retirement benefits as follows: Police Re-examinations Alejandro Arce Virgil Cotton Christian Hlavinka Craig Wachowiak Fire Re-examinations Craig Halpert Martin Hinsenkamp Steven Laabs Jeffrey Pruske Terry Saugstad Paul Baerwald GC New Applications Duty Sonya Bullock Alan Carsky (MPD) GC New Applications Ordinary Sonya Bullock Effective 1/21/2014 Willie Huerta (MPD) Effective 5/1/2014 Wendy Lu Cox Effective 3/25/2014 Daniel Lazarski (Fire) Denial Denial 4

5 Effective 4/8/2014 GC New Applications Ordinary (cont d) Saverio Bruno Effective 5/15/2014 GC Re-examinations Ordinary Carol Scott Ronald Watson Mary Krzywda Michael Albright (MPD) John Craney (Fire) Craig Weiss (Fire) Carol Gradinjan Judy Breutzmann GC Re-examinations Duty Ricky Daniels Richard Lafford Samuel Gamboa Albert Henry It was moved by Mr. Klusman, seconded by Mr. Matson, and unanimously carried, to accept the aforementioned recommendations of the Fire and Police Medical Panel Physicians and the Medical Council. Disability Findings Kathy Wilder. Mr. Allen presented the findings submitted by Hearing Examiner Kessler, whose Decision states The application of Kathy Wilder for Duty Disability is denied. Correspondence was also received from the City Attorney s Office, dated April 16, 2104, indicating that it did not intend to file a brief. It was moved by Mr. Patti, seconded by Mr. Klusman, that staff send the findings back to Hearing Examiner Kessler for clarification. Unfinished Business. Legal Opinion and Service Requests Pending. As a matter of information, Mr. Allen presented a list of pending requests for legal opinions and service requests made to the City Attorney. Ms. Horwitz spoke about several outstanding items listed on the pending legal opinions and service requests report. After discussion, it was moved by Mr. Matson, seconded by Mr. Patti, and unanimously carried, to request that the City Attorney analyze whether or not the ERS service request regarding the IRS Private Letter Ruling is reasonable. 5

6 Service Requests Obtained. Mr. Allen presented a legal opinion obtained from the City Attorney as follows: Technical Correction to Board Rule III Medical Council and Medical Panel. Requested February 11, 2014, received May 14, Ms. Houren spoke about this service request. It was moved by Mr. Patti, seconded by Mr. Klusman, and unanimously carried, to refer this to the Legislative Committee. Board Rule Changes Required by Common Council File No Mr. Allen referred to the May 21, 2014 correspondence received from the City Attorney s Office regarding this service request. It was moved by Mr. Matson, seconded by Mr. Pace, and unanimously carried, to refer this to the Legislative Committee. Legislation Requests Pending and Proposed Legislation. As a matter of information, Mr. Allen presented a list of pending requests for legislation. Executive Director s Report Inventory of ERS Projects. As a matter of information, Mr. Allen presented a report on the ERS projects and updated the Board on ERS activities. Informational The following is a list of informational items: 1) Report on Claims and Litigation Memorandum dated May 27, 2014, which gives the status of litigation involving the ERS, as prepared by staff of the ERS and City Attorney s office. 2) List of Client Conferences and Trustee Education for ) Class Action Lawsuit Report. 4) Adjusted Quarterly Cost Basis of Equity March 31, ) Minutes of the Investment Committee Meeting held March 6, ) Minutes of the Administration and Operations Committee Meeting held April 15, The following is a list of activities since the last Board meeting, copies sent with meeting notice and attached to minutes: 7) Report on Bills. 8) Deployment of Assets. 9) Securities Lending Revenue and Budget Reports. 10) Preliminary Performance Report/Asset and Manager Allocation Pie Charts. 11) ERS Holdings Report. It was moved by Mr. Matson, seconded by Mr. Pace, and unanimously carried, to accept and place on file the aforementioned informational items. There being no further business, Mr. Petropoulos adjourned the meeting at 10:41 a.m. 6

7 Bernard J. Allen Secretary and Executive Director (NOTE: All proceedings of the Annuity and Pension Board Meetings and related Committee Meetings are recorded. All recordings and material mentioned herein are on file in the office of the Employes Retirement System, 789 N. Water Street, Suite 300.) 7