JOURNAL OF PROCEEDINGS BOARD OF TRUSTEES OF THE POLICE AND FIRE RETIREMENT SYSTEM OF THE CITY OF DETROIT 9:00 A.M.

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1 JOURNAL OF PROCEEDINGS BOARD OF TRUSTEES OF THE POLICE AND FIRE RETIREMENT SYSTEM OF THE CITY OF DETROIT 9:00 A.M. RETIREMENT SYSTEMS CONFERENCE ROOM ONE DETROIT CENTER 00 WOODWARD AVENUE 30 TH FLOOR DETROIT, MICHIGAN PRESENT JUNE ADAMS ANGELA R. JAMES EDSEL JENKINS SEAN P. NEARY GEORGE ORZECH JEFFREY PEGG JOHN SERDA MICHAEL A. SIMON LOUIS M. SINAGRA EX/OFFICIO TRUSTEE/CORPORATION COUNSEL ALTERNATE EX/OFFICIO TRUSTEE (POLICE) (MAYORAL DESIGNEE) EX/OFFICIO TRUSTEE (FIRE) (MAYORAL DESIGNEE) ELECTED TRUSTEE ELECTED TRUSTEE ELECTED TRUSTEE/VICE CHAIRMAN ELECTED TRUSTEE ELECTED RETIRANT TRUSTEE (FIRE) ELECTED RETIRANT TRUSTEE (POLICE) ALSO PRESENT DAVID CETLINSKI RYAN C. BIGELOW JOESEPH E. TURNER JANET S. LENEAR ASSISTANT EXECUTIVE DIRECTOR INVESTMENT OFFICER GENERAL COUNSEL RECORDING SECRETARY EXCUSED MARK DIAZ MATTHEW GNATEK BRENDA JONES CYNTHIA A. THOMAS ELECTED TRUSTEE/CHAIRMAN ELECTED TRUSTEE EX/OFFICIO TRUSTEE/CITY COUNCIL PRESIDENT EXECUTIVE DIRECTOR ABSENT NONE

2 MEETING NUMBER 3002 THURSDAY AUGUST 28, CHAIRMAN VICE CHAIRMAN FOLLOWING A VERBAL ROLL CALL, TO ORDER AT CALLED THE MEETING AUGUST 28, 2014 AGENDA BY TRUSTEE SIMON SUPPORTED BY TRUSTEE ORZECH RESOLVED, THAT TODAY S AGENDA BE APPROVED AS PREPARED AND SUBMITTED BY THE BOARD S RECORDING SECRETARY: DROP APPLICATIONS BY TRUSTEE NEARY SUPPORTED BY TRUSTEE ORZECH RESOLVED, THAT THE BE APPROVED: WHICH ARE REFERENCED BELOW DROP APPLICATIONS NAME, TITLE, DEPARTMENT: STANLEY KROPIK, JR. OFFICER - POLICE RETIREMENT TYPE, PLAN: DROP - NEW SERVICE CREDIT, EFFECTIVE DATE: NAME, TITLE, DEPARTMENT: TED DORAIS SERGEANT - FIRE RETIREMENT TYPE, PLAN: DROP - NEW SERVICE CREDIT, EFFECTIVE DATE:

3 MEETING NUMBER 3002 THURSDAY AUGUST 28, CONTINUATION OF DROP APPLICATIONS RETIREMENT APPLICATION BY TRUSTEE SIMON SUPPORTED BY TRUSTEE ADAMS RESOLVED, THAT THE DESIGNATED BELOW BE APPROVED: (SERVICE) WHICH IS RETIREMENT APPLICATION NAME, TITLE, DEPARTMENT: SHAWN GARGALINO LIEUTENANT POLICE RETIREMENT TYPE, PLAN: SERVICE - NEW SERVICE CREDIT, EFFECTIVE DATE: CONFIRMATIONS BY TRUSTEE ORZECH SUPPORTED BY TRUSTEE SIMON RESOLVED, THAT THE AND WHICH ARE OUTLINED BELOW BE CONFIRMED:

4 MEETING NUMBER 3002 THURSDAY AUGUST 28, CONTINUATION OF CONFIRMATIONS MANAGEMENT FEES, LEGAL FEES AND ADMINISTRATIVE AND OTHER EXPENSES BY TRUSTEE ORZECH SUPPORTED BY TRUSTEE NEARY WHEREAS, THE BOARD HAS BEEN PRESENTED WITH A SCHEDULE OF, AND AND (SAID SCHEDULE IS REFERENCED BELOW), AND WHEREAS, THE BOARD HAS BEEN REQUESTED TO APPROVE PAYMENT OF SAID MANAGEMENT FEES, LEGAL FEES AND ADMINISTATIVE AND OTHER EXPENSES, THEREFORE BE IT

5 MEETING NUMBER 3002 THURSDAY AUGUST 28, 2014 CONTINUATION OF MANAGEMENT FEES, LEGAL FEES AND ADMINISTRATIVE AND OTHER EXPENSES RESOLVED, THAT SUBJECT TO FINAL APPROVAL OF ALL TRANSACTION DOCUMENTS BY THE BOARD S GENERAL COUNSEL AND SUBJECT TO STAFF AUDIT, THE BOARD APPROVES PAYMENT OF SAID MANAGEMENT FEES, LEGAL FEES AND ADMINISTRATIVE AND OTHER EXPENSES:

6 MEETING NUMBER 3002 THURSDAY AUGUST 28, REFUNDS OF ACCUMULATED CONTRIBUTIONS BY TRUSTEE ORZECH SUPPORTED BY TRUSTEE NEARY RESOLVED, THAT THE CONTRIBUTIONS TO THE ANNUITY SAVINGS FUND BY MEMBERS OF THE POLICE AND FIRE RETIREMENT SYSTEM OF THE CITY OF DETROIT, AS SET FORTH ON LIST, IN THE AMOUNT OF, INCLUDING INTEREST, BE REFUNDED PENDING AUDIT BY RETIREMENT SYSTEM ACCOUNTING STAFF: 1974 DEFINED CONTRIBUTION PLAN (EMPLOYEE LOAN PROGRAM) BY TRUSTEE NEARY SUPPORTED BY TRUSTEE ORZECH RESOLVED, THAT THE DEFINED CONTRIBUTION PLAN LOAN REQUEST LIST SUBMITTED THIS DATE BE APPROVED AND THE AMOUNT OF BE DISBURSED PENDING AUDIT BY RETIREMENT SYSTEM ACCOUNTING STAFF: ASSISTANT EXECUTIVE DIRECTOR S REPORTS ASSISTANT EXECUTIVE DIRECTOR DAVID CETLINSKI ASKED THE BOARD TO APPROVE THE EXECUTION OF 2013 TAX RETURNS PERTAINING TO ONE DETROIT CENTER INVESTMENT CORPORATION AND ONE DETROIT CENTER, LLC.

7 MEETING NUMBER 3002 THURSDAY AUGUST 28, Re: PFRS One Detroit Center Investment Corp.: 2013 Tax Returns By Trustee Simon Supported by Trustee Adams WHEREAS, The Board is the sole shareholder of the corporation, and WHEREAS, The Board has been requested to approve the execution of a (i) 2013 U.S. Corporation Income Tax Return dated August 28, 2014, (ii) 2013 Michigan Corporate Income Tax Annual Return, dated August 28, 2014, and (iii) 2013 City of Detroit Income Tax Corporation Return dated August 28, 2014 by an officer of the corporation, and WHEREAS, The execution of said documents has been recommended by the Board s Special Legal Counsel, F. Logan Davidson, P.C., and WHEREAS, The execution of said documents has been reviewed and approved as to form by the Board s legal counsel and the execution of said documents is consistent with prior action of the Board, therefore be it RESOLVED, That said documents be executed by the appropriate corporate officers on behalf of the corporation: Re: PFRS One Detroit Center, LLC: 2013 Tax Returns By Trustee Simon Supported by Trustee Adams WHEREAS, The Police and Fire Retirement System is the sole shareholder of the PFRS One Detroit Center Investment Corp. (the Corporation ), and WHEREAS, The Police and Fire Retirement System and the Corporation are the sole members of PFRS One Detroit Center, LLC (the Company ), and

8 MEETING NUMBER 3002 THURSDAY AUGUST 28, Re: PFRS One Detroit Center, LLC: 2013 Tax Returns Continued WHEREAS, The Board has been requested to approve the execution of a (i) 2013 U.S. Return of Partnership Income dated August 28, 2014, and (ii) 2013 City of Detroit Income Tax Partnership Return, dated August 28, 2014, by a manager on behalf of the Company, and WHEREAS, The execution of said documents has been recommended by the Board s Special Legal Counsel, F. Logan Davidson, P.C., and WHEREAS, The execution of said documents has been reviewed and approved as to form by the Board s legal counsel and the execution of said documents is consistent with prior action of the Board, therefore be it RESOLVED, That said documents be executed by a manager on behalf of the Company:, the Board is in receipt of a memorandum dated August 2, 2014 from Seminole Advisory Services, LLC which manages the above-referenced fund (the Fund ) on behalf of the Board (the Memorandum ); and, the Memorandum requests direction from the Board regarding its preference for either a distribution or for reinvestment of certain liquid assets of the Fund resulting from the proceeds of the sale of real property of the Fund; and, the Board has considered this matter in open session, in consultation with its Investment Officer, therefore be it, the Board prefers a distribution of liquid assets in the Fund; and be it further, that Seminole Advisory Services, LLC, shall receive a copy of this resolution:

9 MEETING NUMBER 3002 THURSDAY AUGUST 28, Yeas Trustees Adams, Neary, Orzech, Simon and Vice Chairman Pegg - Nays None HARVARD KENNEDY SCHOOL - TRUSTEES LEADERSHIP FORUM BY TRUSTEE ORZECH SUPPORTED BY TRUSTEE ADAMS RESOLVED, THAT THE BOARD APPROVE TRUSTEE ANGELA JAMES HAVING ATTENDED HARVARD KENNEDY SCHOOL S TRUSTEES LEADERSHIP FORUM IN CHICAGO, ILLINOIS ON AUGUST 1, 2014, AND BE IT FURTHER RESOLVED, THAT THE BOARD APPROVE THE EXPENDITURES TRUSTEE JAMES INCURRED IN ATTENDING SAID FORUM: GENERAL COUNSEL JOSEPH E. TURNER ENTERED THE MEETING AT 9:24 A.M., AND TRUSTEE EDSEL JENKINS ENTERED AT 9:2 A.M. EXECUTIVE DIRECTOR S REPORTS EXECUTIVE DIRECTOR CYNTHIA A. THOMAS IS EXCUSED FROM TODAY S MEETING. INVESTMENT OFFICER S REPORTS INVESTMENT OFFICER RYAN C. BIGELOW DISCUSSED THE BANK OF NEW YORK MELLON S SECURITIES LENDING PROGRAM.

10 MEETING NUMBER 3002 THURSDAY AUGUST 28, BONY SECURITIES LENDING AGREEMENT AND GUARANTY AND GLOBAL SECURITIES LENDING SUPPLEMENT A SECURITIES LENDING LETTER AGREEMENT, RE: THE ABOVE-CAPTIONED MATTERS, WAS EXECUTED ON BEHALF OF THE POLICE AND FIRE RETIREMENT SYSTEM. PUBLIC RELATIONS ADVISOR S REPORTS PUBLIC RELATIONS ADVISOR BRUCE BABIARZ HAS NOT YET ATTENDED THE MEETING. LOBBYIST S REPORTS LOBBYIST OSCAR W. KING, III HAS NOT YET ATTENDED THE MEETING. RECESS THE BOARD RECESSED AT 9:2 A.M. TRUSTEE JOHN SERDA ENTERED THE MEETING AT 9:40 A.M. TRUSTEE ANGELA JAMES ENTERED THE MEETIING AT 9:47 A.M. LOBBYIST OSCAR W. KING, III ENTERED THE MEETING AT 9:2 A.M., AND PUBLIC RELATIONS ADVISOR BRUCE BABIARZ ENTERED AT 9:3 A.M. VICE CHAIRMAN PEGG RECONVENED THE MEETING AT 9: A.M. WALKER & DUNLOP JEFF GOODMAN (OF WALKER & DUNLOP) AND RONALD A. KING AND SEAN GALLAGHER (OF CLARK HILL, PLC) DISCUSSED WALKER & DUNLOP S REAL ESTATE OPPORTUNITY FUND I (A 40,000 SQUARE FOOT SINGLE-TENANT OFFICE PROPERTY IN AUBURN HILLS) VIA PHONE CONFERENCE.

11 MEETING NUMBER 3002 THURSDAY AUGUST 28, PUBLIC RELATIONS ADVISOR S REPORTS PUBLIC RELATIONS ADVISOR BRUCE BABIARZ INFORMED THE BOARD THAT HE RECENTLY READ AN ARTICLE IN THE LOS ANGELES TIMES WHICH INACCURATELY CHARACTERIZED THE COMPOSITION OF THE BOARD AND INTENDS TO RESPOND TO SAME. GENERAL COUNSEL S REPORTS GENERAL COUNSEL JOSEPH E. TURNER PROVIDED THE BOARD WITH A STATUS UPDATE, RE: THE FOLLOWING MATTERS: CONTINUATION OF GENERAL COUNSEL S REPORTS RECESS 1. CITY OF DETROIT CHAPTER 9 BANKRUPTCY PROCEEDINGS 2. THE LIFE ASSURANCE FUND 3. USA VERSUS ZAJAC, ET AL THE BOARD RECESSED AT 10:10 A.M., DURING WHICH TIME TRUSTEE LOUIS SINAGRA ENTERED THE MEETING. VICE CHAIRMAN PEGG RECONVENED THE MEETING AT 10:30 A.M. KELLEY CAWTHORNE LOBBYISTS OSCAR W. KING, III, BRETT HENDERSON AND DAVID GREGORY DISCUSSED THE RECENT AUGUST, 2014 PRIMARY ELECTION AS WELL AS THE UPCOMING NOVEMBER, 2014 ELECTION AND JANUARY, 201 LAME DUCK SESSIONS. WILSHIRE ASSOCIATES WILLIAM BENSUR (CFA) AND J.M. RUSCETTI (CFA ASSOCIATE) DISCUSSED THEIR REVIEW OF THE CAPITAL MARKET, AS WELL AS INVESTMENT MANAGER PERFORMANCE FOR THE QUARTER ENDED JUNE 30, 2014.

12 MEETING NUMBER 3002 THURSDAY AUGUST 28, ALPHA PARTNERS NAPOLEON ROGERS (PRESIDENT AND CHIEF COMPLIANCE OFFICER) AND DAWNA EDWARDS ROGERS (EXECUTIVE VICE PRESIDENT AND CHIEF INVESTMENT OFFICER) DISCUSSED LARGE-CAP GROWTH PERFORMANCE. WALKER & DUNLOP REAL ESTATE OPPORTUNITY FUND I, LLC BY TRUSTEE SIMON SUPPORTED BY TRUSTEE ORZECH WHEREAS, The Board of Trustees of the Police and Fire Retirement System of the City of Detroit (the Board ) is in receipt of an August 2, 2014 memorandum from Walker & Dunlop regarding the W&D Real Estate Opportunity Fund I, LLC (formerly known as Inheritance Capital Group, LLC) investment (the Fund ), a Retirement System investment, and the status of a certain investment property of the Fund located at 188 Pond Run Drive, Auburn Hills, Michigan (the Property ), and WHEREAS, Walker & Dunlop provides certain recommendations to the Board regarding the Property, and WHEREAS, On even date, Walker & Dunlop appeared by phone before the Board and advised the Board regarding its August 2, 2014 recommendations, including an update on the opportunity for an extension of the mortgage on the Property, and WHEREAS, On even date, the Investment Officer, General Counsel, and Special Counsel advised the Board regarding Walker & Dunlop s recommendations, and WHEREAS, The Board has been advised that the General Retirement System Board of Trustees, which is the other investor in the Fund, has conditionally agreed with Walker & Dunlop s recommendations regarding the Property, and WHEREAS, After having consulted with Valstone, who the Board expects to provide future advice regarding the Fund, the Investment Officer has considered and agrees with Walker & Dunlop s recommendation regarding the extension of the mortgage on the Property, and WHEREAS, The Board has considered this matter in open session, therefore be it

13 MEETING NUMBER 3002 THURSDAY AUGUST 28, WALKER & DUNLOP REAL ESTATE OPPORTUNITY FUND I, LLC - CONTINUED RESOLVED, That the Board, along with Special Counsel, agrees with Walker & Dunlop s recommendations regarding extension of the mortgage on the Property, and be it further RESOLVED, That Walker & Dunlop; Special Counsel Ronald A. King of Clark Hill, PLC; and the Accounting Division of the PFRS shall receive a copy of this resolution: Yeas Trustees Adams, James, Jenkins, Neary, Orzech, Serda, Simon, Sinagra and Vice Chairman Pegg 9 Nays None PUBLIC FORUM AT, VICE CHAIRMAN DECLARED THE MEETING IN OPEN FORUM FOR GENERAL DISCUSSION BY THE PUBLIC ATTENDING THE MEETING. ADJOURNMENT THERE BEING NO FURTHER BUSINESS BEFORE THE BOARD, VICE CHAIRMAN ADJOURNED THE MEETING AT UNTIL THURSDAY,, AT., IN THE CONFERENCE ROOM OF THE RETIREMENT SYSTEMS, ONE DETROIT CENTER, 00 WOODWARD AVENUE, 30 TH FLOOR, DETROIT, MICHIGAN RESPECTFULLY SUBMITTED, DAVID CETLINSKI, ASSISTANT EXECUTIVE DIRECTOR