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1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ GENERAL EMPLOYEES PENSION BOARD POLICE OFFICERS PENSION BOARD FIREFIGHTERS PENSION BOARD CUSTODIAN INTERVIEWS MINUTES 8:30 a.m. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ I. Call to Order Chairman Mike Marstaller called the meeting to order at 9:00 a.m. General Employees Pension Board members present were Secretary Jayne Timmons and Sam Butler. Police Officers Pension Board members present were Chairman Keith Bandell, Secretary Jim Crimins, and Amanda Hayes. Firefighters Pension Board members present were Chairman Michael Marstaller, Secretary Dominic Morgese, and Chuck Engemann. Also present was Lee Dehner of Christiansen & Dehner. II. Attorney and Consultant Comments Mr. Lee Dehner, Christiansen & Dehner, advised the boards that there were three firms here today that did a significant amount of business in the Florida municipal market. He stated the three factors the trustees should consider in their decision were competency, communications (written and verbal), and a reasonable fee. He stated the interviews were set up for 45 minute time periods with the presentation 30 minutes and 15 minutes for discussion by the boards. Mr. Dehner noted that Mr. Charles Mulfinger of Graystone Consulting had prepared a chart of information regarding the RFPs. He stated he would ask each presenter to review the chart and note any changes. III. A. Comerica Bank Ms. Felecia Relief, Assistant Vice President, stated that Comerica was a diversified, financial services company headquartered in Dallas,

2 Page 2 Texas. Until 2006, she stated they were a Michigan-based bank headquartered in Detroit, Michigan. She stated they moved to Dallas to become a national bank in order to diversify, broaden their scope of services, and branch out nationally. She stated Comerica was established in 1849 and among the 25 largest banking companies with $55 billion in assets. She stated they had offices located in Michigan, Florida, California, Texas, as well as Canada and Mexico. She stated their headquarters in Florida was located in Boca Raton, and they had over 150 colleagues working within the state of Florida at ten current banking centers. She stated they were a full-service bank providing trust services, wealth management, lending, and other banking services. Ms. Relief stated they had over 900 clients with $75 billion in trust assets with trust powers in all 50 states and 400 professionals in Comerica s trust division, which was located in Detroit. She stated they had in-house compliance attorneys. She stated their relationship managers averaged over 18 years in the industry which allowed them to give their clients better service. She stated the relationship management team and operations reported to the same executive and were all located in the same office building in Detroit. Ms. Relief stated that Comerica offered custody and reporting and safekeeping and trade settlement for both domestic and global securities. She stated they had timely and accurate investment accounting and offered GASB 40 and FAS 70 reporting. She stated that services were delivered by a seasoned client service team which had no turnover of key contacts. She stated she had been with Comerica for ten years and had serviced the same clients for the last ten years. She stated they were attentive and responsive to their customers and maintained a return call time usually within the same day. She stated her focus was on municipalities in the state of Florida. She stated they had a competitive fee structure. Ms. Relief stated that they were very proud of their online products such as statements, security blending, benefit payments, etc., that allowed the customer to customize various items they wanted to see on their statement. She stated they were committed to meeting the needs of the pension fund including a semi-annual decedent audit. Ms. Relief stated that the relationship team was responsible for a smooth conversion and would be the same team that would handle our accounts should we hire them. She stated that they went through

3 Page 3 dedicated training before, during, and after the conversion, in order to have minimal impact to the various systems involved. As custody relationship manager, Ms. Relief stated that she had vast experience working with municipalities and participated in various board meetings providing support and assistance. She stated she was experienced and knowledgeable in Comerica s systems and reports and engaged in regular dialogue with the contacts, investment managers, etc., coordinating with other professionals inside and outside of Comerica to ensure that our accounts ran efficiently. She stated she was also a member of the Florida Public Pension Trustees Association (FPPTA). Ms. Relief stated that Comerica felt our plans would be a great fit with Comerica s core competencies and market focus. She stated they had a continual process that was growing, learning, and moving forward in technology and tools. She stated they believed they were the right size so we would be a highly valued Comerica client, ensuring continued focus on service delivery excellence. Mr. Dominic Morgese asked about other municipal trusts; whereby, Ms. Relief stated that municipal trusts were handled out of Detroit which had never presented a problem for her to come down to Florida. Ms. Jayne Timmons asked where the checks were cut; whereby, Ms. Relief stated they came from Detroit. Ms. Timmons asked about retro checks; whereby, Ms. Relief stated that retro checks were cut as onetime lump sums before the pension benefit started. She stated the person that did pension benefits had been employed for 22 years. Mr. Morgese asked about the insurance requirement; whereby, Mr. Dehner stated it was currently a requirement to offer that benefit (direct transfer of money from the fund to provider). Mr. Keith Bandell asked if the fee was contingent that all three plans went with Comerica; whereby, Ms. Relief stated that the fee schedule enclosed was their standard fee schedule and guaranteed for three years. Ms. Relief reviewed Mr. Mulfinger s chart and stated she would eliminate the third party deductions under item 8a. She stated the new retiree setup of $35 fee would be waived if the file was received electronically or manually.

4 Page 4 Mr. Morgese asked if the funds were covered for losses involving failed trades (6d); whereby, Ms. Relief stated that they had a process for handling trade notifications. Mr. Bandell asked about Ms. Relief s support staff (Beth, Cindy); whereby, Ms. Relief stated that Cindy was Beth s back up so that Cindy could do Beth s job should Beth leave employment, and Dan Berd was Ms. Relief s backup. Ms. Timmons noticed that Comerica did semi-annual decedent audits and she asked if they also sent out a letter to the retirees annually; whereby Ms. Relief replied that they did that as well, which there was no cost to do so. Mr. Dehner stated that oftentimes the retiree will respond once their benefit was stopped. Mr. Morgese asked about a retiree s benefit who was declared missing; whereby, Mr. Dehner stated that the benefit payment would be suspended, not forfeited. Ms. Relief stated that the rest of the chart was correct. Mr. Dehner asked about the check reissuance charge fee of a $2 per check charge in today s presentation book and the RFP submission fee of $15 per check. He asked which fee was correct; whereby, Ms. Relief stated she would have to get clarification. With respect to the market custody fee, Mr. Dehner asked if she would combine the value of assets for all three funds for application of a fee schedule of 5 bps. on the first $50 million with 2.5 bps on the next $50 million; whereby, Ms. Relief stated she would take this to senior management for negotiations. With respect to fiduciary acknowledgement, Mr. Dehner stated a few months ago she indicated she would make ARISA acknowledgement and he asked if this was still the case; whereby, Ms. Relief stated that it was. He stated her answer referred to Section 112. With respect to the line item fees, Mr. Dehner asked if any of those were subject to change, other than the ones she mentioned, or deletion of the ones mentioned; whereby, Ms. Relief replied there would not be a change.

5 Page 5 Mr. Dehner asked Ms. Relief if this fee schedule was as favorable as offered to any of their clients that were similarly situated; whereby, Ms. Relief replied that it was. B. Fifth Third Bank Mr. Andrew Sinclair and Kimberly Kutlenios were present for today s interview. Mr. Sinclair stated that Fifth Third had offices in Orlando and Tampa. He verified the assets size, investment structure, and other aspects of the plans. Mr. Sinclair asked if there was a reason the boards were looking for a new custodian; whereby, Ms. Timmons stated that Salem had raised their fee and the boards were just taking a look at other custodians. Ms. Kutlenios asked if there were any other issues with Salem Trust; whereby, the boards replied that Salem provided excellent service to the plans. Mr. Sinclair stated that Fifth Third Bank was founded in 1858 in Cincinnati, Ohio. He stated that today there was $112 billion in assets under management and it was among the 20 largest bank holding companies in one country. He stated they were a boutique shop that could design and broker around our plans. He stated they looked at themselves as more of a partner moving forward. Mr. Sinclair stated that Fifth Third global securities services had over 80 years of custody experience with $190 billion in assets. He stated in Florida they held $3.7 billion in custody assets of which $1.5 billion was in public funds. Ms. Kutlenios stated that Fifth Third had direct membership in all major domestic depositories (Federal Reserve, etc.). She stated that they could shadow mutual funds and common funds; whereby, the boards replied that the funds did not hold mutual funds. She stated they collected all income, dividends, interest on a timely basis, and on a daily basis all cash was swept into a money market vehicle so that no cash was left uninvested. She stated they would perform all class action processing and proxy services and had robust internet reporting. She stated they had a dedicated conversion team that would be assigned to our plans. She stated they also provided benefit payment services.

6 Page 6 Ms. Kutlenios stated she was the senior relationship manager for all the plans, located in Orlando. She stated that Ms. Crystal Mullet was her co-worker and would be responsible for the plans, as well. Ms. Kutlenios stated that each money manager would work directly with a trading team to process all trades. She stated the retirement plan division was also a separate division of the bank that handled pension payments, 1099 tax forms, etc. Mr. Dehner asked Ms. Kutlenios to review their column on the chart comparison prepared by Mr. Mulfinger. Ms. Kutlenios discussed their direct benefit payment process and various features they provided, such as custom forms, annual deceased pensioner reporting, monthly reporting packages, tax reporting, etc. Ms. Timmons asked if Fifth Third sent out annual deceased pensioner letters; whereby, Ms. Kutlenios replied that they did. Mr. Morgese referred to item 8a on the chart regarding the minimum fee waived if all three plans were custodied with Fifth Third; whereby, Ms. Kutlenios stated that each plan would be based on 4 bps. with a minimum fee for each plan of $7,500. She stated there would be no other hard dollar fee. She stated the 4 bps. was not on money in the money market account which had its own fee and was pulled out of the 4 bps. calculation. Mr. Dehner stated that provision was in the written submission of the RFP also; whereby, Mr. Sinclair stated that if all three funds contracted with Fifth Third the first $40 million would be at 4 bps. and over $40 million at 3.5 bps. Mr. Dehner asked if there was another breakpoint as assets increased; whereby, Ms. Kutlenios stated that there was not one, but they would guarantee the fee for three years. She noted that the fees had not been raised in the past five years. Mr. Dehner asked if there were extra charges for co-mingled mutual fund (which the plans did not currently hold); whereby, Ms. Kutlenios replied there would not be any. Mr. Morgese asked how Fifth Third got its name; whereby, Ms. Kutlenios stated that the name came about in the Prohibition era.

7 Page 7 Mr. Dehner asked about the fee if the plans did not use their mutual funds; whereby, Ms. Kutlenios stated that by using outside funds the fee would be 35 bps. for the money market accounts. Mr. Sinclair reiterated that they were a boutique shop that could cater their services to our plans. He stated they would very much like to have our business. Ms. Timmons asked about deductions from retirement checks for insurance; whereby, Mr. Sinclair stated that they made deductions for medical, dental, health, child support, etc. Regarding the chart, under item 4a (Settlement Date Cash Basis), Ms. Kutlenios stated that they had the ability to do settlement date or trade date, or cash or accrual, on the statement. Under item 7i (Distinguish between taxable and non-taxable income), she stated the answer was yes. Under item 8a (Fee), she stated she added not applicable for other fees, pension payment fees and fee notes, as the pricing was all inclusive. Mr. Chuck Engemann asked if they had the option to put special messages on the retirement checks; whereby, Ms. Kutlenios stated that they did not at this point, but they could include a letter or provide mailing labels. Mr. Dehner asked Ms. Kutlenios if this fee schedule was as favorable as offered to any of their clients that were similarly situated; whereby, Ms. Kutlenios replied that it was, if the three accounts were combined. Mr. Sinclair asked when the boards would make a decision; whereby, Mr. Dehner stated the boards would discuss this at their next quarterly meeting in December. Mr. Sinclair stated they would like the opportunity to follow up, if they felt it was appropriate. Ms. Kutlenios stated that their proposal was good for 90 days. Mr. Bandell stated he had received an from Salem requesting to present today, but he stated the boards had decided not to allow it at the last meeting since they had presented their fee schedules at the prior two meetings. He stated he would favor it if they had something new to present, such as a better fee.

8 Page 8 C. Regions Morgan Keegan Trust Mr. David Falconer, Cindy Farrow, and Marcus Hopkins were present for today s interview. Mr. Falconer stated that Ms. Farrow would be the relationship manager and he would be the institutional services relationship manager for the state of Florida. He stated they were based out of Tampa and Mr. Hopkins was based out of Orlando. Mr. Falconer stated that Regions was a large company with a large amount of resources which could be delivered locally. He stated that Financial Corporation had $142 billion in assets and Florida bank deposits were about $18.6 billion with over 394 branches. Mr. Falconer stated that Regions Morgan Keegan (RMK) Trust was the name of their trust department, which had over $70 billion in assets and 37,000 client relationships. He stated they were one of the largest corporate trustees in the country and one of the largest funeral and cemetery trust providers in the United States. He stated they had eight offices in Florida. Ms. Farrow stated that even though they were a large organization, they delivered local client personal service. She stated the most important aspect of being a custodian was being a credible, third party that held the plan assets in safekeeping and accountable for those assets. Ms. Farrow stated that internet access was available for viewing and retrieval of daily transaction activity, portfolio holdings, and accounting statements, which was updated nightly and could be downloaded into many popular formats. Ms. Farrow stated she would be the point of contact person for dayto-day servicing needs of the relationship and responsible for client servicing. She stated the Relationship Manager had the authority to call on the full resources of the organization to deliver client service. Ms. Timmons asked if Salem Trust would provide RKM with a spreadsheet of the retirees information; whereby, Ms. Farrow stated that Salem Trust would provide the information for transition most likely without any problem. She stated she had worked well with Salem in the past. Ms. Falconer asked when the boards would be making their decision; whereby, Mr. Morgese stated they would be discussing the proposals

9 Page 9 at their December meeting. Mr. Falconer stated they would prefer to start the conversion in Ms. Timmons asked if RMK sent out annual deceased pensioner letters; whereby, Ms. Farrow replied that they usually sent those letters in September or October so that any returned letters could be followed up on before the 1099 s were sent out. She stated they also did a semi-annual death search, which could also be done on a quarterly basis. Mr. Dehner stated that the plans were required to send out an are you alive letter once per year; whereby, Ms. Farrow stated that the letter could be modified to that requirement. Mr. Marcus Hopkins stated his team was focused on serving the pension market with custody. He stated that based on the information provided in the RFP, their fee would be 4.25 bps. of market value on the three plans, with additional fees of $2 per ACH distribution and $3 per physical check distribution. He stated they offered five separate accounts per plan with an additional charge of $350 annually for additional accounts. He stated the fee would be discounted 1 bps. to 3.25 bps. for all three pension plans. Mr. Dehner asked if there was a graduated fee schedule on the master account depending on the amount of assets; whereby, Mr. Falconer stated they did not do a graduated fee schedule but tried to go as skinny as possible at 3.25 bps. Mr. Dehner stated he preferred a three-year fee guarantee; whereby, Mr. Falconer stated that the guarantee could be changed from two years to three years. Mr. Hopkins stated that they pride themselves in their service, technology, and transparency. Mr. Engemann asked if there was a minimum fee; whereby, Mr. Falconer stated there was not, except for the pension checks. He stated the fees would be about $2,250 for all three plans. Mr. Morgese asked if Regions offered free checking accounts to retirees; whereby, Mr. Falconer stated they had a program called Regions at Work where their retail branch people came in to talk to employees of companies/organization about services such as that.

10 Page 10 Ms. Timmons commented that she thought Regions had already offered that service to employees and retirees. Ms. Farrow stated that her team could not offer any type of financial advice, but she could give them contact people within Regions that could meet with them. Trustee Comments Mr. Dehner stated that all three firms met the competency test. Ms. Hayes stated she favored Regions from their presentation and their interaction. She favored their online services, decedent letter, etc., and their fee was much lower. She commented that Comerica s fee was higher because they were a smaller institution. Ms. Timmons questioned why Salem Trust increased the fee to 8 bps. when these companies were so much lower; whereby, Mr. Dehner stated Salem Trust represented that they raised the fees to make money. He stated a difference between Salem and other banks was that Salem did trust business only. Mr. Butler asked about the check fees; whereby, Mr. Morgese stated the check fees were for the annuitants only, not for other checks, such as invoices, travel, etc. Ms. Timmons asked about the $350 charge per account over five accounts; whereby, Ms. Hayes stated she understood this to mean that as long as there were stocks and bonds then there would be an extra $350 charge only if you added mutual funds, etc. Mr. Bandell stated it was his understanding that we would pay $350 for each additional manager over five. Mr. Dehner stated that the contracts were dependent on successful contract negotiations. Ms. Timmons stated she did not favor Fifth Third over Regions bank, but Regions fee was lower. Mr. Dehner stated he would not be in touch with the firms until all three boards were able to act, as the General Employees did not have a quorum today. Ms. Towey asked about a special meeting while the information was fresh in their minds; whereby, the boards favored meeting in December, as the next meeting was only 1½ months away.

11 Page 11 Mr. Morgese asked for clarification under item 8a (Other Fees) on the $350 per account over five accounts and the board requested Ms. Towey to Regions for clarification. Mr. Bandell asked if the banks were insured in case the bank went under; whereby, Mr. Dehner stated the banks were insured, but our assets were not subject to collection, should the bank have a problem and be subject to collection. He stated the only potential loss would be in their money market fund. IV. Other Business V. Adjournment The meeting adjourned at a.m. Respectfully submitted, Attest: Lois Towey, Recording Secretary Jayne Timmons, Acting Chairman General Employees Pension Plan Keith Bandell, Chairman Police Officers Pension Trust Fund Michael Marstaller, Chairman Firefighters Pension Trust Fund