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TEQUESTA GENERAL EMPLOYEES' PENSION TRUST FUND
REGULAR BOARD MEETING MINUTES
JUNE 13, 2017
CALL TO ORDER
The Regular Quarterly Board Meeting of. the Tequesta General Employees' Pension Trust
Fund was held in the Village Chambers, 345 Tequesta Drive, Tequesta, Florida, on June 13,
2017. The meeting was called to order at 9:38 a.m.
ROLL CALL
A roll call was taken by Pension Administrator Kerry Dutton. In attendance at the meeting
were: Chairman Michael Rhodes, Secretary Bernard Ward, Board Member Michelle Gload,
Board Member Dennis Rick, and Board Member Jesse Oakley III.
Also in attendance were Attorney Bonni Jensen, Pension Administrator Kerry Dutton,
Investment Monitor Tyler Grumbles(vis Telephone) and Investment Manager Greg Peters.
PUBLIC COMMENT
None
APPROVAL OF AGENDA
MOTION:
Board Member Ward made a motion to approve the agenda as amended. Board Member
Rick seconded the motion, which carried by 4-0 vote.
APPROVAL OF MINUTES
1. Tequesta General Employees' Pension Trust Fund Board of Trustees Regular Quarterly
Meeting Minutes -- February 31, 2017.
One correction was made regarding the Village Council Presentation review.
MOTION:
Board Member Ward made a motion to approve the February 2, 2017 Regular Quarterly
Meeting Minutes as amended. Board Member Oakley seconded the motion, which
carried by 5-0 vote
PRESENTATIONS
2. Quarterly Performance Report as of March 31, 2017 - Tyler Grumbles, & Co Consulting
Mr. Grumbles stated the overall environment was positive. He briefly reviewed the
performance of the market environment, for major market indexes as of March 31, 2017.Mr.
Grumbles reported that for quarter ending March 31, 2017 the Plan's market value was
$4,446,913 and the asset allocations were as follows; Domestic Equity 50.7%, International
Equity 15.1%, Domestic Fixed Income 19.7%, Global Fixed Income 5.2%, total Real Estate
8.4% and Cash Equivalent 0.9%. He explained the Real Estate Allocation is below the target of
10% and recommended increasing the commitment to this allocation. Mr. Grumbles noted
Vanguard Total is reflected in this report since the two-step process has been completed. Mr.
Grumble's reviewed the fiscal year returns for each manager. He reviewed the financial
reconciliation stating the income to be $18,862 with capital gains of$199,799 resulting in the
total market value of$4,446,913. He reported that the trailing returns for quarter and the Plan's
Total Fund (Gross) was at 5.20% versus the benchmark at 4.69%. Dana Core Equity was
7.90% versus the benchmark at 6.07%, Vanguard Total was 5.79% versus the benchmark at
5.74%, EuroPacific fund was 9.37% versus the benchmark at 7.98%, Dana fixed Income was
0.68% versus the benchmark at 0.68%, Templeton was 4.56% versus the benchmark at
2.83%, and ASB Real Estate was 1.32% versus the benchmark at 1.81%. He reviewed the
market environment during the quarter. He stated the fund is too small in size to take
advantage of alternative investments, but would like to increase the allocation to Real Estate.
He noted it was a very strong second quarter. He stated the fund is well ahead the fiscal year
expected rate of return. There was a brief discussion on the contributing factors to Dana's
increased performance,
3. Update on Disclosure Brochure & Privacy Notice - Tyler Grumbles, & Co Consulting
Mr. Grumbles reviewed the updates made to the documents to reflect the changes the Board
was previously made aware of. He noted this is partially resulted from the firms name change.
4. Discussion on adding to Real Estate - Tyler Grumbles, & Co Consulting
Mr. Grumbles recommended increasing the allocation to Real Estate. He reviewed the current
environment of the real estate market in depth. He explained this allocation is a long term
performance fund. He stated the market is now more mature along with ASB Real Estate being
more of a conservative manager. He recommended increasing the allocation to the ASB real
Estate Fund by $100,000.00. He noted this is the minimum to enter for capital call with this
manager. He reviewed the process that would take place to move forward with this
recommendation. Ms. Jensen confirmed this additional allocation commitment would stay
within the guidelines of the Investment Policy Statement.
MOTION:
Secretary Ward made a motion to approve the recommendation to add $100,000.00 to
the ASB Real Estate to maintain the 10% allocation. Board Member Gload seconded the
motion, which carried by unanimous 5-0 vote.
MOTION:
Secretary Ward made a motion to approve the And Co Consulting March 31, 2017
Investment Performance Report as presented. Board Member Rick seconded the
motion, which carried by unanimous 5-0 vote.
5. Dana's Quarterly Performance Report as of March 31, 2017 — Greg Peters, Dana
Investment Advisors
Greg Peters, Dana Advisor, presented to the Board the Dana Advisors Investment Performance Report
as of March 31, 2017. He reviewed the bond characteristics for the quarter. He stated the portfolio is of
high quality. He continued to review the asset allocation stating in the past 2 quarters the market has
started to stabilize. He provided a brief overview of fixed income yield curve and the equity performance
by sector. He reviewed the performance gross fees through March 31, 2017. He reviewed the
performance of the market environment during quarter. Mr. Peters explained Dana's investment
strategy including the sector basis. He noted the change in the market has been more favorable to the
firm's strategy. He continued to explain the 3 year dividend growth. Mr. Peters noted the top
performance contributors and the top performance detractors during this quarter. He reviewed the price
to earnings ratios. He reviewed the top 50 performers stating a few of the most recognizable names.
There was a brief discussion on the driving contributors to last year's performance. He reviewed the
historical market which captured the down turn and that shows limiting on the downside of market
performance while participating in the upside of the market performance.
MOTION:
Board Member Gload made a motion to approve the Darla Quarterly Investment Report as
presented, Board Member Oakley seconded the motion, which carried by 5-0 vote.
CONSENT AGENDA
6. Ratification of invoices paid since last quarterly meeting
Check# Paid Date Vendor I Description Amount
1268 2/1512017 Gabriel Roeder Smith&Company $6,373.00
Actuarial Services Rendered through 12-31-16
Invoice#426761 Date 1/1/17
1269 2/1512017 DANA Investment Advisors $522.87
Management Fee-3rd Quarter 2016
Account#451856610 Invoice#50828
1270 2/15/2017 DANA Investment Advisors $3,662.84
Management Fee-3rd Quarter 2016
Account#451856620 Invoice#50887
1271 2/1512017 DANA Investment Advisors $512.20
Management Fee-4lh Quarter 2016
Account#451856610 Invoice#52933
1272 2/15/2017 DANA Investment Advisors $3,346.62
Management Fee-4th Quarter 2016
Account#451856620 Invoice#52986
1273 3/9/2017 Pension Resource Centers $800.00
Administrator Fee-February 2017
Invoice#15287
1274 3/9/2017 Klausner, Kaufman,Jensen&Levinson $67.50
Legal Services Rendered through 1131/17
Invoice#19442
1275 3/9/2017 Klausner, Kaufman,Jensen&Levinson $1,080.00
Legal Services Rendered through 2/28/17
Invoice#19585
1276 4/12/2017 Pension Resource Centers $800.00
Administrator Fee-March 2017
Invoice#15353
1277 4/12/2017 &Co Consulting, LLC $3,125.00
1st Quarter 2017
Invoice 921515
1278 5/15/2017 Pension Resource Centers $800.00
Administrator Fee-April 2017
Invoice#15420
9279 5/15/2017 Klausner,Kaufman,Jensen&Levinson $990.00
Legal Services Rendered through 3/31/17
Invoice#19726
1280 5/15/2017 Gabriel Roeder Smith&Company $4,905.00
Actuarial Services Renderer!through 3-31-17
Invoice#429649 Date 415/17
1281 5/15/2017 DANA Investment Advisors $546.68
Management Fee- 1th Quarter 2017
Account#451856610 Invoice#54709
1282 5/16/2017 DANA Investment Advisors $2,153.61
Management Fee-1th Quarter 2017
Account#451856620 Invoice#54758
PAID BY CUSTODIAN
December 31,
2017 ASB Capital Management $1,149.76
4th Qtr 2016 Fee
March 31, 2017 ASB Capital Management $1,161.38
1st Qtr 2017 Fee
January 18,2017 Fiduciary Trust International R&D $281.55
4th Qtr 2016 Fee
January 25,2017 Fiduciary Trust International PE $119.77
4th Qtr 2016 Fee
January 25,2017 Fiduciary Trust International GE-DANA EQ $223.65
4th Qtr 2016 Fee
April 13,2017 Fiduciary Trust International GE-DANA R&D $651.68
1th Qtr 2017 Fee
April 25,2017 Fiduciary Trust International GE-PE $247.62
1th Qtr 2017 free
April 25,2017 Fiduciary Trust International GE- DANA EQ $391.63
1th Qtr 2017 Fee
TOTAL $33,912.36
7. Payments to be reviewed and approved
Invoice Date Vendor/Description Amount
April 28,2017 Resource Centers, LLC $809.56
April 30,2017 Klausner, Kaufman,Jensen&Levinson $619.00
May 30,2017 Kiausner,Kaufman,Jensen&Levinson $180.00
TOTAL TO BE APPROVED $1,608.56
8. Reporting of new applicants for participation in Pension Plan:
Katherine Hannon
Christopher Sean Quirk
9. Approval of withdrawal of contributions:
Timothy English —payment issued 312117
10.Terminated employees who have not yet taken their contributions:
Following members were notified via mail on April 24, 2017:
Derek Watson
Brett Steele
Nathan Litteral
Martin Meehan
Simon Jamason
Akino Seino
11.Benefit Approvals — Plan Administrator Kerry Dutton, Pension Resource Centers
END OF CONSENT AGENDA
Items 6 & 7 were pulled for a later discussion.
MOTION:
Board Member Rick made a motion to approve the Consent Agenda items 8,9,10and 11
as presented Board Member Gload seconded the motion, which carried by unanimous
5-0 vote.
OLD BUSINESS
12.Drafted Amendment for the IRS Determination Letter
Ms. Jensen stated the Board had received a favorable determination letter for the IRS. Even
though the previous amendment to the Plan was not timely adopted, there was no sanction for
the delay amendment. The IRS required some language amendments to the Plan. She
reviewed the graft amendments that are required as a result of the determination letter. She
noted the draft is to be presented to the Village Council.
MOTION:
Secretary Ward made a motion to authorize Ms. Jensen to submit the amended
ordinance to the Village Council as presented. Board Member Rick seconded the
motion, which carried by unanimous 5-0 vote.
NEW BUSINESS
13.Village Council Presentation -- Attorney Bonni Jensen, Klausner, Kaufman, Jensen &
Levinson
Ms. Jensen reviewed the draft summary report which will become part of the presentation to
the Village Council. There was a discussion on who would present. Due to conflicting
schedules it was decided to present at the Council meeting in August. There was discussion
on including specific pages of the & Co's and Dana's Quarterly Performance Report.
14.Form 1 Filing — Attorney Bonni Jensen, Klausner, Kaufman, Jensen & Levinson
Bonni Jensen reminded the Trustees of the required filing of the Form 1 due on July 18t. She
explained that this can be filed by the Trustee directly or through her office. She recommended
filing with a confirmed receipt.
15.Top 10 Internal Controls to Prevent & Detect Fraud - Attorney Bonni Jensen, Klausner,
Kaufman, Jensen & Levinson
Ms. Jensen reviewed the discussion at the last meeting regarding the Miami Beach Theft. She
updated the Board on the status of the case. She stated the City has recouped roughly half of
the losses. She reviewed the checklist created by her firm. She reviewed additional insurance
coverage as in cyber liability coverage. She explained the timeframe for notifying participants
due to a system breach is very short. Ms. Jensen recommends the Board review the policy's
held by the Village, plan administrator and the custodian. The Board should also request a
quote for the plan directly. There was a lengthy discussion on processes and procedures
currently in place.
BUDGET REPORT
16.Quarterly Budget Report — Income Statement & Expenditure Report — Board Member,
Michelle Gload, Finance Department
Ms. Gload reviewed the income and expenses report to date. She expressed the budget will
need to be amended for this year. She expressed her recommendation to combine both the
budget report with the discussion on next year's draft budget.
17.FYE 2018 Draft Budget — Board Member, Michelle Gload, Finance Department
Ms. Gload reviewed the current income and expenditure statements year to date. There was a
lengthy discussion on next year's budget allowances based on this year's actual year to date
figures. There was discussion on the listed warrants of items paid specifically the custodian
fees. Ms. Dutton explained the invoices are behind and was listed as paid in error. Ms. Dutton
expressed the issue with the invoices being delayed. The Board requested to have the
invoices issued by the custodian in a timely manner. Ms. Dutton explained the process
currently in place for paying invoices. There was a lengthy discussion on simplifying the
process. The Board requested to have all invoices ratified on one warrant at each quarterly
board meeting.
MOTION;
Secretary Ward made a motion to approve the FYE2018 Budget as amended. Board
Member Rick seconded the motion, which carried by unanimous 5-0 vote,
MOTION:
Board Member Gload made a motion to approve the invoices as amended. Board
Member Oakley seconded the motion, which carried by unanimous 5-0 vote.
ADMINISTRATIVE REPORT
18.Informal Internal Attorney Fee Comparison — Plan Administrator Kerry Dutton, Pension
Resource Centers
There was discussion on the difference of retainer type fee verses a fee by the hour. Chairman
Rhodes noted Ms. Jensen's professionalism.
MOTION:
Secretary Ward made a motion to approve the attorney fee increase to $265 per hour
effective July 1, 2017. Board Member Gload seconded the motion, which carried by
unanimous 5-0 vote.
19.Draft "What to Expect Upon Retirement" Document — Plan Administrator Kerry Dutton,
Pension Resource Centers
Ms. Dutton reviewed the documents created to give member a brief overview when entering
retirement. There was discussion on the time frame listed for the retirement process.
i
20. Upcoming Election — Trustee Gload term expired 8118117 -- Plan Administrator Kerry
Dutton, Pension Resource Centers
Ms. Dutton stated Ms. Gload term is set to expire in August and therefore an election process
will be implemented beforehand.
ANY OTHER MATTER
ADJOURNMENT
here being no further business, the meeting was adjourned at 1:10 p.m.
Board Member
Village of Tequesta General Employees' Pension Plan