deemed added to the end of Paragraph 2 of the Agreement as amended on April 1,2009: My F nam4**uuuwi-.n pi

Transcription

1 NOW, THEREFORE, in consideration of their mutual promises as hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: 1. INCORPORATION OF RECITALS. The above Recitals are incorporated into the Second Amendment as though set forth in full. 2. INCORPORATION OF AGREEMENT. A full and complete copy of the Agreement between FCERA and the AUDITOR, including its Exhibits "A" (FCERA s RFP), Exhibit "B" (AUDITOR s Proposal), Exhibit "C" (AUDITOR s "Sealed Dollar Cost Bid to Provide Auditing Services for the Years Ending June 30, 2006 through June 30, 2008"), and the First Amendment to Auditing Services Agreement are attached hereto as Exhibit "1" and incorporated herein by this reference as if set forth in full, 3. Notwithstanding the date this Second Amendment is signed, the parties hereby amend the Agreement (Exhibit "1"), effective retroactively to and including April 1, 2010, as set forth below: A. The parties amend Paragraph 5, entitled "TERM AND TERMINATION", to add an additional three years of service. The original term of three years as amended was expressed as commencing on April 1, 2006 and extending for four years thereafter. Upon April 1, 2010, the following additional paragraph shall be deemed added to the end of Paragraph 5 of the Agreement as amended on April 1, 2009: "Notwithstanding the foregoing, this Agreement, as amended by the Second Amendment, shall be in effect for an additional three years, starting April 1, 2010, and ending March 30, No other changes are made to Paragraph 5 by the First Amendment." B. The parties further amend Paragraph 2" PAYMENTS FOR AUDITING SERVICES", as amended on April 1, 2009 to add a Fee Schedule for the additional three (3) years of Auditing Services, a true and correct copy of which is attached hereto as Exhibit "2" and incorporated herein as set forth in full. Upon April 1, 2010, the following additional paragraph shall be

2 deemed added to the end of Paragraph 2 of the Agreement as amended on April 1,2009: My EXaS. rw fl JIs F nam4**uuuwi-.n pi 31MI 01" WIN!,s a noflxc$d sevjtftjks starting Apriffi-MOMWOMridinjiMare 4Q4J$ No other changes are made to Paragraph 2 by the Second Amendment. Thus, all provisions of Paragraph 2 of the Agreement not modified herein or in the First Amendment to the Agreement for the fifth through seventh years shalt continue in full force and effect. 4. All remaining provisions, terms, covenants, conditions and promises contained in the Agreement dated March 15, 2006 as amended by the First Amendment dated April 15, 2009, not modified in this Second Amendment, shall remain in full force and effect for the fifth through seventh years of the Agreement, as amended hereby. It is expressly understood and mutually agreed that this Second Amendment shall not effect an overlap in services rendered or of compensation owed therefore. THIS SECOND AMENDMENT IS EXECUTED AND AGREED TO by the parties as set forth above. BROWN ARMSTRONG PAULDEN MCCOWN STARBUCK & KEETER, ACCOUNTANCY CORPORATION By: FRESNO COUNTY EMPLOYEES RETIREMENT ASSOCIATION E Its: CHAIR

3 \Q \ SECOND AMENDMENT tjj\ to AUDITING SERVICES AGREEMENT BROWN ARMSTRONG PAULDEN MCCOWN STARBUCK & KEETER, ACCOUNTANCY CORPORATION This Second Amendment to Auditing Services Agreement (hereinafter "First Amendment") is made this day ofjafle._, 2010, by and between the FRESNO COUNTY EMPLOYEES RETIRMENT ASSOCIATION (hereinafter referred to as "FCERA") and BROWN ARMSTRONG PAULDEN MCCOWN STARBUCK & KEETER, ACCOUNTANCY CORPORATION (hereinafter referred to as "AUDITOR"). RECITALS WHEREAS, on March 15, 2006, the FCERA and the AUDITOR entered into an Auditing Services Agreement (hereinafter referred to as the "Agreement") for a term of three (3) years, for the auditing of Financial Statements for the Years ending June 30, 2006 through June 30, 2008, subject to the express ability to extend the term upon mutual agreement; and WHEREAS, the FCERA staff and FCERA Administrator and the AUDITOR discussed an extension of the Agreement for one year, potentially at an increase in price; WHEREAS, on April 15, 2009, the FCERA and the AUDITOR mutually agreed to amend such Agreement as to both price and length of Agreement by adopting the First Amendment; WHEREAS, the FCERA staff and FCERA Administrator and the AUDITOR discussed an extension of the Agreement for three additional years, potentially at a decrease in price; WHEREAS, on February 17, 2010, the FCERA and the AUDITOR mutually agreed to amend such Agreement as to both price and length of Agreement by adopting the Second Amendment; WHEREAS, the parties mutually desire and agree to amend such Agreement as set forth in this Second Amendment; and

4 Agenda Rem No. Roberto L. Peha Retirement Administrator FRESNO COUNTY EMPLOYEES RETIREMENT ASSOCIATION BOARD OF RETIREMENT Eulalio Gomez, Chair James E. Hackett, Vice Chair Michael Cardenas Nick Comacchia Franz Criego Vicki Crow Steven J. Jolly Phil Larson John P. Souza Ronald S. Frye, Alternate DATE: June 2, 2010 TO: FROM: Trustees, Board of Retirement Becky Van Wyk Assistant Retirement Administrator SUBJECT: Amendment to Contract With Brown Armstrong to Perform Financial Audit I have attached a partially executed contract to extend the agreement with Brown Armstrong to perform the financial audit for the years ended June 30, 2010, 11, and 12. This contract includes the decrease of approximately 15% (a reduction of $10,230) approved by your Board on February 17, 2010, for a contracted amount of $55,000 for each of the three years. I have attached a copy of the minutes from that meeting for your reference. Please note that the contract amendment was reviewed by fiduciary counsel Jeffrey R Rieger, Reed Smith, and approved as to legal form. I recommend that your Board approve the contract amendment as drafted and authorize the chair to execute the contract amendment. I am available to answer any questions. Thank you H Street, Fresno, CA 93721, Tel Fax

5 February 19, 2010 Roberto Pena Retirement Administrator Fresno County Employees Retirement Association 1111 H Street Fresno, California Dear Mr. Pena: We are pleased to confirm our understanding of the services we are to provide Fresno County Employees Retirement Association for the year ended June 30, We will audit the basic financial statements of Fresno County Employees Retirement Association as of and for the year ended June 30, Accounting Standards Generally Accepted in the United States provide for certain required supplementary information (RSI), such as Management s Discussion and Analysis (MD&A), to accompany the basic financial statements. As part of our engagement, we will apply certain limited procedures to Fresno County Employees Retirement Association s RSI. These limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation, which management is responsible for affirming to us in its representation letter. Unless we encounter problems with the presentation of the RSI or with procedures relating to it we will disclaim an opinion on it. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited. 1. Management s Discussion and Analysis Supplementary information other than RSI also accompanies Fresno County Employees Retirement Association s basic financial statements. We will subject the following supplementary information to the auditing procedures applied in the audit of the basic financial statements and will provide an opinion on it in relation to the basic financial statements. 1. Required Supplemental Information 2. Other Supplemental Information The following additional information accompanying basic financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements and for which our auditing procedures will disclaim an opinion. I. Investment Section 2. Actuarial Section 3. Statistical Section RECEIVED FE5 2 2 R[GISTFR[D with the Public Company Accounting Oversight Board and MIMBIR of the American Institute of died Public kcothlfollt5 Retir., Fresno Count Employ ees.

6 Roberto Pena Fresno County Employees Retirement Association February 19, 2010 Page Two Audit Objectives The objective of our audit is the expression of an opinion as to whether your basic financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America and to report on the fairness of the additional information referred to in the first paragraph when considered in relation to the basic financial statements taken as a whole. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and will include tests of the accounting records of Fresno County Employees Retirement Association and other procedures we consider necessary to enable us to express such an opinion. If our opinion on the financial statements is other than unqualified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed an opinion, we may decline to express an opinion or to issue a report as a result of this engagement. We will also provide reports (that do not include opinions) on internal control related to the financial statements and compliance with laws, regulations, and the provisions or grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standards. The report on internal control and on compliance will include a statement that the report is intended solely for the information and use of the audit committee, management, and specific legislative or regulatory bodies, and is not intended to be, and should not be used by anyone other than the specified parties. If during the audit we become aware that Fresno County Employees Retirement Association is subject to an audit requirement that is not encompassed in the terms of this engagement letter, we will communicate to management, and those charged with governance, that an audit in accordance with U.S. generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory, or contractual requirements. Audit ProceduresGeneral Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts and direct confirmation investments, system obligations and benefit obligations, and certain other assets and liabilities by correspondence with selected individuals, creditors, and financial institutions (actuaries) and other parties. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the System or to acts by management or employees acting on behalf of the System.

7 Roberto Pena Fresno County Employees Retirement Association February 19, 2010 Page Three Because an audit is designed to provide reasonable, but not absolute, assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct effect on the financial statements. However, we will inform you, of any material errors and any fraudulent financial reporting or misappropriation of assets that comes to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to matters that might arise during any later periods for which we are not engaged as auditors. Audit ProceduresInternal Controls Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risk of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. (Tests of controls are required only if control risk is assessed below the maximum level.) Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal controls issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify reportable conditions. However, during the audit, we will communicate to you and those charged with governance internal control related matters that are required to be communicated under professional standards and Government Auditing Standards. Audit ProceduresCompliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of Fresno County Employees Retirement Association s compliance with the provisions of applicable laws and regulations. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to GovernmentAuditing Standards. Management Responsibilities Management is responsible for establishing and maintaining internal controls, including monitoring ongoing activities; for the selection and application of accounting principles; the acceptance of the actuarial methods and assumptions used by the actuary; and for the fair presentation in the financial statements of the net assets available for benefits and changes in net assets available for benefits of the plan in conformity with accounting principles generally accepted in the United States of America. You are also responsible for management decisions and functions; for designating an individual with suitable skill, knowledge, or experience to oversee any bookkeeping, actuarial, or any other nonattest services we provide; and for evaluating the adequacy and results of those services and accepting responsibility for them.

8 Roberto Pena Fresno County Employees Retirement Association February 19, 2010 Page Four Management is responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud, or illegal acts affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the plan received in communications from employees, former employees, regulators, or others. In addition, you are also responsible for identifying and ensuring that the System complies with applicable laws and regulations, for taking timely and appropriate steps to remedy any fraud, illegal acts, or abuse that we may report. Management is responsible for the establishment and maintenance of a process of tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous audits or other engagements or studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective action taken to address significant findings and recommendations resulting from those audits or other engagement or studies. You are responsible for providing management s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, and the timing and format related thereto. You are responsible for management decisions and functions. As part of the audit, you will be required to review and approve your financial statements prior to their issuance and have responsibility to be in position in fact and appearance to make an informed judgment on those financial statements. Further, you are required to designate a qualified management-level individual to be responsible and accountable for overseeing our services. Audit Administration and Other We understand that your employees will prepare all cash or other confirmations we request and will locate any invoices selected by us for testing. We will provide copies of our reports to Fresno County Employees Retirement Association, however, management is responsible for distribution of the reports and financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Brown Armstrong and constitutes confidential information. However, we may be requested to make certain audit documentation available to a Cognizant Agency or its designee, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Brown Armstrong personnel.

9 Roberto Pena Fresno County Employees Retirement Association February 19, 2010 Page Five Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation will be retained for a minimum of five years after the report release date or for any additional period as requested by any regulatory agency, if applicable. If we are aware that any regulatory agency or the auditee is contesting a finding, we will contact the party(ies) contesting the audit fmding for guidance prior to destroying the audit documentation. All disputes under this agreement shall be submitted to mediation. Each party shall designate an executive officer empowered to attempt to resolve the dispute. Should the designated representatives be unable to agree on a resolution, a competent and impartial third party acceptable to both parties shall be appointed to mediate. Each disputing party shall pay an equal percentage of the mediator s fees and expenses. No suit or arbitration proceedings shall be commenced under this agreement until at least 60 days after the mediator s first meeting with the involved parties. In the event that the dispute is required to be litigated, the court shall be authorized to assess litigation costs against any party found not to have participated in the mediation process in good faith. according to the degree of responsibility tnvolvtd æd the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes 90 days or more overdue and may not be resumed until your account is paid in frill, If we elect to terminate our services for nonpayment, you will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Government Auditing Standards require that we provide you with a copy of our most recent quality control review report. Our January 30, 2009 peer review report accompanies this letter.

10 Roberto Pena Fresno County Employees Retirement Association February 19, 2010 Page Six We appreciate the opportunity to be of service to Fresno County Employees Retirement Association and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Sincerely, BROWN ARMSTRONG ACCOUNTANCY CORPORATION AJP:bnd:jam Enclosure 1\.\29030\Audit 2010\Engagement Letterdoc RESPONSE: This letter ec ly sets forth the understanding of Fresno County Employees Retirement Association, By: Title: Date:

11 II I WEAVER TIDWELL LIP. CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS System Review Report T tha Shareholders of Brown Armstrong Paulden McCown Starbuck Thornburgh & Keeler, A.C. and the National Peer Review Committee We have reviewed the system of quality control for the accounting and auditing practice of Brown Armstrong Paulden McCown Starbuck Thornburgh & Keeter, A.C. (the firm) in effect for the year ended October 31, Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm s compliance therewith based upon our review. The nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at As required by the standards, engagements selected for review included engagements performed under Government Auditing Standards and audits of employee benefit plans. In our opinion, the system of quality control for the accounting and auditing practice of Brown Armstrong Paulden McCown Starbuck Thornburgh & Keeter, A.C. in effect for the year ended October 31, 2008, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiencyftes) or fail. Brown Armstrong Paulden McCown Starbuck Thornburgh & Keeter, A.C. has received a peer review rating of pass. (fret,ktj1ht4(t,l.l-( WEAVER AND TIDWELL, L.L.P. Dallas, Texas January 30, 2009 Three Forest P/aFg Merit Dritie Suite 1400 Dallas, Texas P AN INDEPENDENT MEMBER OF OFFICES IN BAKER lilly INTERNATIONAL DALLAS FORT WORTH HOUSTON

12 I FIRST AMENDMENT to AUDITING SERVICES AGREEMENT BROWN ARMSTRONG PAULDEN MCCOWN STARBUCK & KEETER, ACCOUNTANCY CORPORATION This First Amendment to Auditing Services Agreement (hereinafter "First Amendment") is made this I 9I4t day of &f, \, 2009, by and between the FRESNO COUNTY EMPLOYEES RETIRMENT ASSOCIATION (hereinafter referred to as "FCERA") and BROWN ARMSTRONG PAULDEN MCCOWN STARBUCK & KEETER, ACCOUNTANCY CORPORATION (hereinafter referred to as "AUDITOR"). RECITALS Whereas, on March 15, 2006, the FCERA and the AUDITOR entered into an Auditing Services Agreement (hereinafter referred to as the "Agreement") for a term of three (3) years, for the auditing of Financial Statements for the Years ending June 30, 2006 through June 30, 2008, subject to the express ability to extend the term upon mutual agreement; and WHEREAS, the FCERA staff and FCERA Administrator and the AUDITOR discussed an extension of the Agreement for one year, potentially at an increase in price; WHEREAS, the parties mutually desire and agree to amend such Agreement as set forth in this First Amendment; and NOW, THEREFORE, in consideration of their mutual promises as hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: 1. INCORPORATION OF RECITALS. The above Recitals are incorporated into the First Amendment as though set forth in full. 2. INCORPORATION OF AGREEMENT. A full and complete copy of the Agreement between FCERA and the AUDITOR, including its Exhibits "A" (FCERA s RFP), Exhibit "B" (AUDITOR s Proposal) and Exhibit "C" (AUDITOR s

13 "Sealed Dollar Cost Bid to Provide Auditing Services for the Years Ending June 30, 2006 through June 30, 2008") are attached hereto as Exhibit "1" and incorporated herein by this reference as if set forth in full. 3. Notwithstanding the date this First Amendment is signed, the parties hereby amend the Agreement (Exhibit 1"), effective retroactively to and including April 1, 2009, as set forth below: A. The parties amend Paragraph 5, entitled "TERM AND TERMINATION", to add an additional year of service. The original term of three years was expressed as commencing on April 1, 2006 and extending for three years thereafter. Upon April 1, 2009, the following additional paragraph shall be deemed added to the end of Paragraph 5 of the Agreement: "Notwithstanding the foregoing, this Agreement, as amended by the First Amendment, shall be in effect for a fourth year, starting April 1, 2009, and ending March 30, No other changes are made to Paragraph 5 by the First Amendment." B. The parties amend Paragraph 2" PAYMENTS FOR AUDITING SERVICES"., to add a Fee Schedule for the additional one (1) year of Auditing Services, a true and correct copy of which is attached hereto as Exhibit "2" and incorporated herein as set forth in full.. Upon April 1, 2009, the following additional paragraph shall be deemed added to the end of Paragraph 2 of the Agreement: "Notwithstanding the foregoing, this Agreement, as amended by the First Amendment, shall use a new, additional) Fee Schedule (a true and correct copy of which is attached to the First Amendment as Exhibit 2), for the fourth year of the Agreement, namely for the audit to be prepared for the fiscal year ended June 30, The Fee Schedule (Exhibit 2) reflects a ten percent (10%) cost increase over that set forth in Exhibit "C" to the Agreement and the parties mutually understand and agree that the total amount of $65,230 is a not to exceed total amount for the said fourth year starting April 1, 2009, and ending March 30, No other changes are made

14 to Paragraph 2 by the First Amendment. Thus, all provisions of Paragraph 2 of the Agreement not modified herein for the fourth year shall continue in full force and effect. 4. All remaining provisions, terms, covenants, conditions and promises contained in the Agreement dated March 15, 2006, not modified in this First Amendment, shall remain in full force and effect for the fourth year of the Agreement, as amended hereby. It is expressly understood and mutually agreed that this First Amendment shall not effect an overlap in services rendered or of compensation owed therefore. THIS FIRST AMENDMENT IS EXECUTED AND AGREED TO by the parties as set forth above. BROWN ARMSTRONG PAULDEN MCCOWN STARBUCK & KEETER, ACCOUNTANCY CORPORATION FRESNO COUNTY EMPLOYEES RETIREMENT ASSOCIATION By: Its: CHAIR

15 Agenda Item No. Roberto L. Pena Retirement Administrator FRESNO COUNTY EMPLOYEES RETIREMENT ASSOCIATION BOARD OF RETIREMENT Alan Cade, Jr., Chair Eulalio Gomez, Vice Chair Michael Cardenas Nick Comacchia Vicki Crow James E. Hackett Steven J. Jolly Phil Larson John P. Souza Ronald S. Frye, Alternate DATE: April 15, 2009 TO: FROM: Trustees, Board of Retirement Becky Van Wyk Assistant Retirement Administrator SUBJECT: Amendment to Contract With Brown Armstrong to Perform Financial Audit I have attached a partially executed Contract to extend the agreement with Brown Armstrong to perform the financial audit for the year ended June 30, This contract includes the increase of 10% (an additional $5,930) approved by your Board on April 2, I have attached a copy of the minutes from that meeting for your reference. Please note that the contract amendment was reviewed by Attorney Susan Coberly, County Counsel, and approved as to legal form. I recommend that your Board approve the contract amendment as drafted and authorize the chair to execute the contract amendment. I am available to answer any questions. Thank you H Street, Fresno, CA 93721, Tel ,0681 Fax 559A

16 1i(u/43 91i/0s ni Mr. Shanklin noted that SSGM s bid of basis points was substantially less than Russell s estimate of 22.1 basis points. As a result, 55GM was directed to send all of the necessary documentation for implementation of the transition and a termination notice has been prepared for Trust Company of the West and a post trade analysis will be made available at the next Regular Meeting on May 7, RECEIVE AND FILE; NO ACTION TAKEN 20. Discussion and appropriate action on Bradford & Marzec Portfolio Transition Recommendation presented by Thomas ft Shanklin, Wurts & Associates Thomas Shanklin, Wurts & Associates (Wurts), opened discussions by stating that Wurts had reviewed the transition management bids solicited from State Global Markets and Russell as directed by the Board. Based upon information contained in the bids, Wurts recommends delaying the Bradford & Marzec transition until liquidity improves. Given the complete lack of liquidity in the fixed income markets, the overall cost of the transition would be two to three times greater than it would be during a more normal environment. Wurts recommends that FCERA delay the decision to transition the Bradford & Marzec portfolio until after the asset liability study. A motion was made by Trustee Souza, seconded by Trustee Crow, to Accept the recommendations as presented and delay the decision to transition the Bradford & Marzec portfolio. VOTE: Unanimous (Absent - Larsen) Discussion and appropriate action on one-year Contract Extension for financial audit services by Brown Armstrong presented by Roberto L. Pena, Retirement Administrator Roberto L. Pena, Retirement Administrator, opened discussions by reminding the Board that on March 15, 2008 it approved a contact with the audit firm Brown Armstrong to perform the audit of financial statements for the three year period beginning June 30, It was noted that the contract includes a provision for additional years to be negotiated. The audit for the current fiscal year ending on June 30, 2008 is the third and final year of their contract. In order to ensure timely continuation of the audits, FCERA Administration approached Vicki Crow, Chair of the Audit Committee, regarding a possible extension of the audit contract. Ms. Crow recommended seeking an additional one year on the contract. Brown Armstrong has indicated a desire to extend the contract an additional year with a 10% increase in the price. Mr. Pena recommended approval of a one year extension with the price increase, A motion was made by Trustee Larson, seconded by Trustee Crow, to Approve a one-year contact extension for Brown Armstrong with the price increase, VOTE: Unanimous RECEIVED AND FILED; APPROVED O4.,02/08 Regi.flarMeetir% :Mi6UtS

17 41t5101. et 2 Update of Board of Retirement directives to FCERA Administration - RECEIVE AND FILE *7 Quarterly Trustee Travel and Anticipated Travel Report - RECEIVE AND FILE Attachment #1 *8 *9 Meeting of the Boards on April 30, WE AND FILE * 10. *11. 5, 7, 10, and 12 year asset smoothing periods - AND FILE Armstrong as agreed to by the Board on April 2, RECEIVE APPROVE F L(jf Brown Armstrong Contract Extension Aoroval Brown Armstrong First Amendment Exhibit 1 Brown Armstrong Auditing Services Agreement Exhibit 2 Amended Cost Comparison Exhibit A Audit RFP Exhibit B Brown Armstrong Response Exhibit C Brown Armstrong Cost Bid 12. Discussion and approprk Disability retirement ailo FCERA s policy regardin with respect to payments been using since Discussion and appropri Agreement for Overpaid APPROVE AND FILE; APPROVE Attachment #1 - John Murphy - RECEIVE AND FILE; 04/15109 Regular Meeting

18 BOARD OF RETIREMENT FRESNO COUNTY EMPLOYEES RETIREMENT ASSOCIATION Call to Order 2. Pledge of Allegiance Wednesday, April 15, :30 AM FCERA Boardroom 1111 H Street Fresno, CA AGENDA 3. Public Presentations - Any member of the public may address the Retirement Board on any topic within the jurisdiction of the Retirement Board. Individual presentations shall be limited to five (5) minutes. The Retirement Board is generally legally prohibited from taking any action on presentations until a subsequent meeting. Consent Agenda/Opportunity for Public Comment: All items listed with an asterisk (*) are considered to be routine and non-controversial by staff and will be approved by one motion if no member of the Board or public wishes to comment or ask questions. If comment or discussion is desired by anyone, the item will be removed from the consent agenda and will be considered in the listed sequence with an opportunity for any member of the public to address the Board concerning the item before action is taken. Staff recommendations are shown in caps after each item. *4 Summary of monthly statistics from the Retirement Association Office on buybacks, retirement benefit estimates, public service, age adjustments, final compensation calculations, and disability retirement applications for February RECEIVE AND FILE *5 Public Records Requests and/or Retirement Related InformationRequests from - RECEIVE AND FILE. PRA Gordon PRA Hamelin. PRA Miller. PRA Sorondo. PRA Trefz Regular Meeting

19 I I I I I I Brown Amistng Paulden McCown Starbuek & Keeter Accountancy Corporation 4200 Truxtun Avenue, Suite 300 Bakersfield, CA (661) Contact: Andrew I. Paulden, CPA, Principal deihacco Rosaiva Flores, CPA EEO Submitted: October 17, 2005 FRESNO COUNTY EMPLOYEES RETIREMENTASSOCIAT/ON SEALED DOLLAR COST BID TO PROVIDE AUDITING SERVICES FOR THE YEARS ENDING JUNE 30, 2006 THROUGH JUNE 30, 2008

20 A. 1. Name of Finn: Brown Armstrong Paulden McCown Starbuck & Keeter Accountancy Corporation 2. The undersigned is entitled to represent the Firm, empowered to submit the bid., and authorized to sign a contract with FCERA: Signature: Title: 3. Total not-to-exceed maximum price is as follows: B. Rates by salt classification and anticipated hours: See attached schedules C. Out-of-pocket expenses included in the total not-to-exceed maximum price and reimbursement rates: See attached schedules D. Rates for additional professional services: We do not anticipate that additional services will be necessary to complete the audit. In the event that additional services are necessary, or are requested by FCE.RA, the hourly rates noted above will apply to these additional services. it is our Fin policy that additional services will not be billable to FCERA. unless we have submitted a written estimate of the total, costs of such additional services, and such estimate has been approved by FCERA. E. Manner of Payment Brown. Armstrong agrees to interim progress payments on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with our cost bid proposal. Interim billings will cover a period of no less than a calendar month. The firm agrees with the 10% withholding until final report is delivered.

21 A SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE ALIDIT OF THE 2006 FINANCIAL STATEMENTS Standard Quoted Hourly Hourly Hours Rates Rates Total Partners Managers Supervisory Staff Staff 50 S 1.65 S 165 $ 8, , , ,500 Other (specify) Subtotal Sub-Total Professional Services ,000 55,000 Meals and lodging Transportation - 3, Other (specify) Total all-inclusive maximum price 2006 S 59,300 2

22 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF TEE 2007 FINANCIAL STATEMENTS Standard Quoted Hourly Hourly Hours Rates Rates Total Partners Managers Supervisory Staff Staff $ 165 $ 8, , , ,500 Other (specify) Subtotal Sub-Total Professional. Services 560 a 55,000 Meals and lodging 3,500 Transportation 800 Other (speci) Total all-inclusive maximum price 2007 $ 59,300

23 SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE 2008 FINANCIAL STATEMENTS Standard Quoted Hourly Hourly Hours Rates Rates Total Partners Managers Supervisory Staff Staff Other (specilz) Subtotal Sub-Total Professional Services - 50 $165 $165 S 8, , , ,500 55,000 Meals and lodging 3,500 Transportation 800 Other (specify) Total all-inclusive maximum price $59,300 ri

24 Peter C. Brown, CPA Hutton H. Armstrong, CPA, M8T Andrew J. Paulden, CPA Harvey J. McCown, CPA January 5, 2006 Steven P. Starbuck, CPA Aiieen K. Keeter, CPA Chris M. Thornhurgh, CPA Mr. Roberto L. Pefia Eric H. Xin, CPA, MBA Lynn it. Krausse, CPA, MST Retirement Administrator Bradley M. Hankins, CPA Fresno County Employees Retirement Association Rosalva Horn, CPA 1111 H Street Connie M. Perez, CPA Sharon Jones, CPA, MST Fresno, CA Diana Brartthoover, CPA Matthew Gilligan, CPA. Dear Mr. Pena, Dominic Brown, CPA Ryan Johnson, CPA Brown Armstrong acknowledges our original proposal, dated October 17, 2005, is due to expire on January IS, 2006, Per your request we are extending our proposed offer to conduct FCERA s financial audit until January 31, If you have any questions regarding any elements of our proposal I can be reached at (661) or by at 04uldeji@bajn. Sincerely, Brown Armstrong Paulden McCown Starbuck & Keeter Accountancy Corporation AJP:dih Cc: proposal file Andrew J. Paulden, CPA Principal MEMBER of SEC Practice Section of the American institute of Certified Public Accountants