EMPLOYES' RETIREMENT SYSTEM OF THE CITY OF MILWAUKEE ANNUITY AND PENSION BOARD. Minutes of the Annual Meeting held January 28, 2013

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1 EMPLOYES' RETIREMENT SYSTEM OF THE CITY OF MILWAUKEE ANNUITY AND PENSION BOARD Minutes of the Annual Meeting held January 28, 2013 The meeting was called to der at 9:05 a.m. Board Members Present: Board Members Not Present: Retirement System Staff Present: John Barme, Chair William C. Carey Larry Holland Martin Matson Carmelo Patti Gust Petropoulos Michael J. Murphy (arrived at 9:20 a.m.) Ron Walter (arrived at 9:37 a.m.) Bernard J. Allen, Executive Direct Beth Cleary, Deputy Direct Thomas Rick, Chief Investment Officer David Silber, Pension Investment Analyst Erich Sauer, Pension Investment Analyst Suzanne Ftier, Board Stenographer Others Present: Rudy Konrad and Margaret Daun, City Attney s Office; Jean Burnside, Retirees Association; and Bradley DeBraska, MPSO. Introduction of New Board Member. Mr. Barme and the Board welcomed Mr. Patti, who is a Sergeant on the Milwaukee Police Department. Officers f Election of Chair. Mr. Barme asked f a motion f nominations f Chair. It was moved by Mr. Petropoulos and seconded by Mr. Carey to nominate Mr. Barme f Chair. Mr. Barme asked three me times f any further nominations. There being no further nominations, it was moved by Mr. Carey, seconded by Mr. Holland, that nominations be closed and a unanimous vote be cast f Mr. Barme as Chair of the Annuity and Pension Board. Election of Vice-Chair. Mr. Barme asked f a motion f nominations f Vice- Chair. It was moved by Mr. Carey and seconded by Mr. Holland to nominate Mr. Petropoulos f Vice-Chair. Mr. Barme asked three me times f any further nominations. There being no further nominations, it was moved by Mr. Carey, seconded by Mr. Patti, that nominations be closed and that a unanimous vote be cast f Mr. Petropoulos as Vice-Chair of the Annuity and Pension Board.

2 of Minutes. Mr. Allen presented the minutes of the Regular Meeting held December 20, It was moved by Mr. Carey, seconded by Mr. Matson, and unanimously carried, to approve the Minutes of the Regular Meeting held December 20, Chief Investment Officer Rept. As a matter of infmation, Board members received a copy of the CIO Rept. Mr. Rick handed out an updated perfmance rept. Mr. Silber repted that the Fund ended December with a return of 1.6 percent outperfming its benchmark by 20 basis points. F the year that put the Fund s return at 14.2 percent gross of fees with outperfmance of 130 basis points, and the Fund s value at the end of 2012 was $4.23 billion. Mr. Silber briefly talked about the real estate numbers, which lag in repting. He spoke about the 2012 full year perfmance summary showing the attribution f the ERS Fund s return. He also repted that the Fund is up 3.6 percent through January 25, 2013; 8 of the Fund s 14 active managers are outperfming year-to-date, the Fund s global equity and fixed income composites are outperfming year-to-date, and the Fund s approximate value as of January 25, 2013 is $4.37 billion. Mr. Silber repted that in 2012, the Fund had year-to-date: capital market gains of $544.6 million; paid out $320.4 million in benefits and expenses; and received contributions of $62.1 million. Also as of January 25, 2013, year-to-date, the Fund had: capital market gains of $136 million; paid out $2 million in benefits and expenses; and received contributions of $2.5 million. He stated that based on the actuarial rept the Fund is 96 percent funded, which results in a required contribution from the City and its agencies of slightly over $70 million, which are due January 31, Mr. Silber stated that based on the receipt of the money, the Fund will not have to withdraw any money from investment managers f January, and possibly February. Discussion ensued. Mr. Rick spoke about the changes Nthern Trust is doing with their securities lending program. He stated that the investment staff has reviewed the document from Nthern Trust and they have some potential issues with it and the City Attney s office is now reviewing the document. Mr. Rick stated he hoped to bring this back to the Board in February. Discussion ensued. Investment Committee Rept. Mr. Rick repted that at the January 23 meeting the Committee heard a presentation from Mr. Fuss of Loomis Sayles regarding the market outlook, and his thoughts on the future f the strategy. Mr. Fuss does plan on potentially recommending some changes to the guidelines to take advantage of some of his expertise and opptunities out in the marketplace. Administration and Operations Committee Rept. Mr. Barme repted that the Committee received updates on the following: Internal Audit rept, the IT Projects Ptfolio, ganizational/personnel update, paperless board packets demonstration and the HELPS retiree health insurance deduction initiative. 2

3 of Statement of Wk Experis. As a matter of infmation, Board members received a copy of the Internal Audit Update, dated January 15, It was moved by Mr. Petropoulos, seconded by Mr. Barme, and unanimously carried, to approve the Statement of Wk f Experis. New Business. Authization to Sign Vouchers. The Secretary presented the following resolution in accdance with Section (11) of the Retirement Act: RESOLVED, That the following persons are hereby designated and authized to sign vouchers f payments from funds of the Employes' Retirement System to authize fund transfers with the custodian bank: And be it Any two of the following: Chairman, John Barme Vice Chairman, Gust Petropoulos City Comptroller, Martin Matson Special Deputy Comptroller, Glenn Steinbrecher Deputy Comptroller, John Egan Or Secretary & Executive Direct, Bernard J. Allen Deputy Direct, Beth Conradson Cleary Or Chief Investment Officer, Thomas A. Rick FURTHER RESOLVED, That a duly-attested copy of this resolution, bearing on its face specimen signatures of the above-designated persons, shall be fwarded to the City Treasurer and the Custodian Bank. 3

4 It was moved by Mr. Carey, seconded by Mr. Holland, and unanimously carried, to approve the Authization to Sign Vouchers. Retirements, Death Claims, and Refunds. Mr. Allen presented the following activity, as well as Service Credits f the month of December Active Death Benefits repted $29, Retired Death Benefits repted $63, Refund of Member Contributions paid $130, It was moved by Mr. Holland, seconded by Mr. Matson, and unanimously carried, that the above-indicated retirements, death claims, and refunds be approved. Conference Requests. Mr. Allen repted that requests to attend the following conferences had been submitted: Beth Cleary NAPPA Winter Section Meeting Spons: National Assn. of Public Pension Attneys Washington, DC Date(s): February 5 7, 2013 Estimated Cost: $1,600 Mike Becker, Margaret Daun, David Silber, Erich Sauer & Tom Rick Service Level Review and Contract Negotiations Spons: Nthern Trust Chicago, IL Date(s): February 13, 2013 Estimated Cost: $85 per person Tom Rick & David Silber Due Diligence Spons: BlackRock and Callan San Francisco, CA Date(s): March 10 12, 2013 Estimated Cost: $1,500 per person Erich Sauer & David Silber Due Diligence Spons: Earnest Partners Atlanta, GA Date(s): April 8 9, 2013 Estimated Cost: $800 per person John Barme Roundtable f Public and Taft-Hartley Plans Spons: Institutional Invest Los Angeles, CA Date(s): April 24 26, 2013 Estimated Cost: $1,500 4

5 It was moved by Mr. Holland, seconded by Mr. Petropoulos, and unanimously carried, to approve the afementioned conference requests. Referral to A & O Committee Close out of 2012 Budget. Mr. Allen noted this was an annual housekeeping item. It was moved by Mr. Petropoulos, seconded by Mr. Holland, and unanimously carried to refer this item to the A & O Committee. Referral to A & O Committee Baker Tilly Financial Audit Communication. Mr. Allen noted this is an annual housekeeping item. It was moved by Mr. Holland, seconded by Mr. Patti, and unanimously carried, to refer this item to the A & O Committee Securities Lending Budget. As a matter of infmation, Board members received a copy of the Annual Summary of Securities Lending Income and Expenses: 2012, Projected Expenses from Securities Lending f 2013 and the Security Lending Program Revenue f Mr. Rick updated the Board on the Securities Lending Budget and recommended approval of transferring the $2.11 million from the expense account to ERS cash account to use f paying ERS expenses. It was moved by Mr. Holland, seconded by Mr. Carey, and unanimously carried, to approve transfer of the $2.11 million to ERS cash account. Perfmance Evaluation of Executive Direct. Mr. Barme advised that the Annuity and Pension Board may vote to convene in closed session on the following item (G.), as provided in Section (1) (c), Wisconsin State Statues, f considering employment, promotion, compensation perfmance evaluation data f any public employe over which the governmental body has jurisdiction exercises responsibility. The Board may then reconvene in open session following the closed session. It was moved by Mr. Petropoulos, and seconded by Mr. Holland, that the Board convene in closed session. The motion prevailed by the following roll call vote: AYES: Messrs. Carey, Holland, Matson, Murphy, Patti, Petropoulos, and Barme. NOES: None. The Board convened in closed session at 9:32 a.m. and reconvened in open session at 9:45 a.m. (Mr. Walter arrived at during closed session at 9:37 a.m.) Mr. Murphy stated that he and Mr. Walter had an earlier meeting so they arrived late, but indicated that they would like to be recded as voting in fav of Mr. Barme as Chair and Mr. Petropoulos as Vice Chair. Medical Repts. 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: 5

6 Fire Re-examinations Jeffery Beamon Patrice Brusk Martin Kozlowski Thomas Ptak Michael Ziems Phillip Quigley Police Re-examinations Robert Enters Cindy Warren GC New Applications Ordinary Connie West Effective 12/24/12 GC Re-examinations Ordinary Linda Huerta Joseph Camuy James Martel Elizabeth Shannon James Hobbs GC Re-examinations Duty Jonathan DeCa It was moved by Mr. Petropoulos, seconded by Mr. Patti, and unanimously carried, to accept the afementioned recommendations of the Fire and Police Medical Panel Physicians and the Medical Council. Disability Findings: Rosemary Beix. Mr. Allen presented the findings submitted by Hearing Examiner Gerlach, whose Decision states It is recommended that the decision of the Medical Council denying Rosemary Beix s request f duty disability status be affirmed. Crespondence was also received from the City Attney s Office dated December 14, 2012 indicating it did not intend to file a brief. It was moved by Mr. Carey, seconded by Mr. Holland, and unanimously carried, to accept the recommendation of Hearing Examiner Gerlach denying Rosemary Beix duty disability retirement. Susan E. Parkman. Mr. Allen presented the findings submitted by Hearing Examiner Neeb, whose Decision states The application of Susan E. Parkman f Ordinary 6

7 Disability is returned to the Annuity and Pension Board f action consistent with this decision. The evidence presented to the undersigned hearing officer demonstrates that Ms. Parkman is totally and permanently incapacitated from being able to perfm her full job description. Crespondence was also received from the City Attney s Office dated January 10, 2013 indicating it did not intend to file a brief. It was moved by Mr. Petropoulos, seconded by Mr. Murphy, and unanimously carried, to accept the recommendation of Hearing Examiner Neeb that Mr. Parkman be granted dinary disability retirement. Heather Shefbuch. Mr. Allen presented the findings submitted by Hearing Examiner Hogan, whose Decision states The decision of the Medical Council and Board denying Ms. Shefbuch duty disability as a result of her March 25, 2010 injury should be reversed. It is recommended to the Annuity and Pension Board accd Ms. Shefbuch permanent duty disability f the reasons stated above. It is recognized that ultimately this decision is within the purview of the Board and this decision is only a recommendation. It is within the Board s power to determine duty disability. However, based on the conclusions above, (sic) strongly recommend that the Board grant her duty disability retirement. Crespondence was also received from the City Attney s Office dated December 18, 2012 indicating it did not intend to file a brief. It was moved by Mr. Petropoulos, seconded by Mr. Walter, and unanimously carried, to accept the recommendation of Hearing Examiner Hogan granting Ms. Shefbuch duty disability retirement. Unfinished Business. Legal Opinion and Service Requests Pending. As a matter of infmation, Mr. Allen presented a list of pending requests f legal opinions and service requests made to the City Attney. time. Legal Opinions Obtained. Mr. Allen stated there were no legal opinions at this Legislation Requests Pending and Proposed Legislation. As a matter of infmation, Mr. Allen presented a list of pending requests f legislation. Mr. Allen briefly spoke about Common Council Files , and of Contract f Actuarial Services. Mr. Barme noted this is posted f closed session and he would like to take this item up as the last item of business. There were no objections. Executive Direct s Rept Inventy of ERS Projects. As a matter of infmation, Mr. Allen presented a rept on the ERS projects and updated the Board on ERS activities. Attached to the ED Rept was the press release from Alderman Murphy, dated January 16, 2013 with respect to the City of Milwaukee Employes Retirement System being rated at the top of city pension system in the U.S., accding to a rept just released by the Pew Charitable Trusts. He did note that Mr. Barme was also quoted in the news release. Mr. Allen handed out the ERS Member Services 2012 Customer Satisfaction Surveys. 7

8 Mr. Murphy stated the Board should all be very proud of the findings as it says a lot about how well this system is managed by both Staff and the Trustees who have paid a lot of attention and put a lot of time and energy fth, along with the City of Milwaukee. He noted that the ERS has made the Wall Street Journal, the Chicago Tribune, Pension and Investments, but our own local paper local newspaper would not cover the sty. Infmational The following is a list of infmational items: 1) Rept on Claims and Litigation Memandum dated January 28, 2013, which gives the status of litigation involving the ERS, as prepared by staff of the ERS and City Attney s office. 2) List of Client Conferences and Trustee Education f ) Class Action Lawsuit Rept. 4) Adjusted Quarterly Cost Basis of Equity December 31, ) Minutes of the Investment Committee Meeting held December 13, ) Minutes of the Administration and Operations Committee Meeting held December 18, ) Copies of the Board Rules and Regulations and ERS Ethics Policy. The following is a list of activities since the last Board meeting, copies sent with meeting notice and attached to minutes: 8) Rept on Bills. 9) Deployment of Assets. 10) Securities Lending Revenue and Budget Repts. 11) Preliminary Perfmance Rept/Asset and Manager Allocation Pie Charts. 12) ERS Holdings Rept. It was moved by Mr. Holland, seconded by Mr. Carey, and unanimously carried, to accept and place on file the afementioned infmational items. of Contract f Actuarial Services. Mr. Barme advised that the Annuity and Pension Board may vote to convene in closed session on the following item (C.), as provided in Section (1) (e), Wisconsin State Statutes, f deliberating negotiating the purchasing of public properties, the investing of public funds, conducting other specified public business, whenever competitive bargaining reasons require a closed session. He noted that it was his intent to adjourn the meeting from closed session. It was moved by Mr. Holland and seconded by Mr. Walter, that the Board convene in closed session. The motion prevailed by the following roll call vote: AYES: Messrs. Carey, Holland, Matson, Murphy, Patti, Petropoulos, Walter and Barme. NOES: None. The Board convened in closed session at 10:08 a.m. The Board reconvened in open session at 10:40 a.m. 8

9 It was moved by Mr. Walter, and seconded by Mr. Murphy, to approve the contract f actuarial services with Buck Consultants. The motion prevailed by the following roll call vote: AYES: Messrs. Holland, Matson, Murphy, Patti, Petropoulos, Walter and Barme. NOES: Mr. Carey. Bernard J. Allen Secretary and Executive Direct (NOTE: All proceedings of the Annuity and Pension Board Meetings and related Committee Meetings are recded. All recdings and material mentioned herein are on file in the office of the Employes Retirement System, 789 N. Water Street, Suite 300.) 9