Anexo

SPECIAL CIVILIAN PENSION BOARD AGENDA MARCH 10, 2014 - 5:30 P.M. CITY HALL CONFERENCE ROOM 15 LOOCKERMAN PLAZA DOVER, DELAWARE Public comments are welcomed on any item and will be permitted at appropriate times. When possible, please notify the City Clerk (736-7008 or e-mail at CityClerk@dover.de.us) should you wish to be recognized. AGENDA ADDITIONS/DELETIONS 1. Approval of Minutes - Civilian Pension Board Meeting of November 14, 2013 Civilian Pension Board Meeting of February 26, 2014 2. Investment Manager Recommendation - Replacement of Harding Loevner Global Equity Institutional Fund with Oppenheimer International Growth Y Fund (Staff recommends approval of the recommendation) 3. Adjournment by 5:55 p.m. TO ASSURE THAT THERE WILL BE A QUORUM, PLEASE RSVP BY CONTACTING THE CITY CLERK’S OFFICE BY EMAIL AT CITYCLERK@DOVER.DE.US OR BY CALLING 736-7008 AS SOON AS POSSIBLE. /js S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Misc-Agendas\PENSION BOARDS\2014\03-10-2014 CIVILIAN PENSION BOARD AGENDA.wpd THE AGENDA ITEMS AS LISTED MAY NOT BE CONSIDERED IN SEQUENCE. THIS AGENDA IS SUBJECT TO CHANGE TO INCLUDE THE ADDITION OR THE DELETION OF ITEMS, INCLUDING EXECUTIVE SESSIONS.

CIVILIAN PENSION BOARD The Civilian Pension Board meeting was held on November 14, 2013 at 11:00 a.m. with Chairman Lynn presiding. Members present were Mr. Blakeman, Mr. Clendaniel, Mrs. Hettinger, Mr. Koenig, and Mrs. Mitchell. Mr. Bonar was absent. AGENDA ADDITIONS/DELETIONS Mr. Blakeman moved for approval of the agenda as presented, seconded by Mrs. Hettinger and unanimously carried. Approval of Minutes - Civilian Pension Board Meeting of August 8, 2013 During the Civilian Pension Board Meeting of August 8, 2013, the Board approved amending the Investment Policy for the City of Dover Employees’ Pension Board to include a statement that the City of Dover Employee’s Pension Plan investment policy would be adopted by the Board of Trustees and that the policy will be reviewed with the Investment Manager at least once every year by the Board of Trustees, which is charged with considering the existing policy and any recommendations to modify the policy. Mr. Blakeman moved to amend the minutes to reflect that the above motion to amend the Investment Policy for the City of Dover Employees’ Pension Plan was seconded by Mrs. Hettinger. The motion was seconded by Mr. Clendaniel and unanimously carried. Mr. Koenig moved to amend Attachment #1 to the August 8, 2013 minutes - Investment Policy for the City of Dover Employees’ Pension Board, as amended, to include the correct signature sheet for Amendment II to the policy. The motion was seconded by Mrs. Hettinger and unanimously carried. Mr. Clendaniel moved for adoption of the minutes as amended, seconded by Mrs. Hettinger and unanimously carried. Quarterly Performance Review (Quarter Ending September 30, 2013) (Milliman, Inc.) Mr. Jeff Marzinsky, Principal and Employee Benefits Consultant, Milliman, Inc., reviewed the Quarterly Performance Monitor Report for the Quarter Ending September 30, 2013. Referring to Page 3, Market Indices, he noted that most equity categories had positive returns for the year to date. He stated that international and emerging markets had been areas for concern and that the rise in interest rates had affected bonds negatively; however, he noted that rising interest rates caused the liability of the plan to decrease. Mr. Marzinsky stated that positive economic signs were being seen globally. Unemployment was lessening, jobs were being added, the gross domestic product (GDP) was expanding, and personal spending increased. There were indications that domestic and global interest rates would be kept low, which would help the economy to improve. Mr. Marzinsky stated that there were many positive economic signs; however, the Dow Jones and Standard and Poor markets were high and a pull-back of equities could occur. He stated that the current outlook was “optimistic but cautious.” Referring to the Investment Committee Meeting Notes dated November 14, 2013, Mr. Marzinsky stated that as of September 30, 2013, plan assets totaled $30.91M, which was an increase from $30.26M at the end of the previous quarter due to contributions and appreciation. He stated that the

CIVILIAN PENSION BOARD MEETING OF NOVEMBER 14, 2013 PAGE 2 asset allocation was generally in line with targets discussed during the Board’s August meeting and that asset allocation would continue to be reviewed through development of the ongoing investment policy for the plan, which would be adjusted as the economy and plan valuation change. Referring to Page 2 of the Investment Committee Meeting Notes, Mr. Marzinsky explained that the previous investment advisor had included two (2) global investments in the plan that overlapped with some of the other funds. He stated that Milliman, Inc. would return to the Board with recommendations for potential replacements for these investments. He noted that the performance of these funds had been adequate; however, from a diversification perspective, this overlap could be problematic. Referring to Page 10 of the Quarterly Investment Monitor - Investment Policy Review - Active Management, Mr. Marzinsky stated the Return Rank indicated that funds were ranking well in their categories, noting that the Ivy High Income I Fund ranked first. He noted some underperformance compared to the index; however, the Relative Standard Deviation column revealed a lower level of risk than the benchmark. He stated that Milliman was comfortable with the performance of the plan overall, other than the two (2) changes mentioned previously. Referring to the Investment Option Return Summary on Page 12 of the Report, he stated that most funds were performing very well compared to indexes and that Milliman, Inc. would monitor performance and recommend potential changes if any underperformance continued. No immediate changes to the plan were recommended. He noted that the overall rate of return for the plan for the past year was approximately 6%, which he stated was in line with the 6% - 7% target for the plan. The plan had positive returns over the last three (3) months, Year to Date, One (1) Year, and Three (3) Years. He noted that adjustments made during the summer of 2013 generally led to appreciation. In summary, he noted that the plan assets had shown improvements in value for the quarter and over the last year, due to contributions to the plan and investment returns of the plan. Individually, the investments were performing well in relation to their peer groups. The potential overlap with the two (2) global equity funds in place prior to engagement of Milliman, Inc. would be examined and recommendations would be provided at the Board’s next meeting in February. Milliman, Inc. would research funds available on the Wells Fargo platform and make specific recommendations regarding potential replacements. He noted that Milliman, Inc. had drafted a new investment policy for the plan that would be more streamlined and easier to read, and planned to present it to the Board for approval prior to the Board’s discussion of investment policy and asset allocation. Mrs. Donna Mitchell, Controller/Treasurer, advised members that funds were allocated for the Pension Fund during the last week of June 2013 when the final budget ordinance for Fiscal Year 2013/2014 was adopted. She noted that the excess carry-forward was approximately $6.8M and that Mr. Marzinsky had prepared trade tickets to place the funds into pension investments. Mrs. Mitchell indicated that she had asked staff to determine how much of the funds should remain in the bank to cover pension payments and to reduce the amount to be invested accordingly; this would prevent an immediate need to redeem investments to make pension payments. She explained that after Mr. Marzinsky prepared the trade tickets, staff missed an email and the investments were not made until September 6th, therefore, the money remained in a cash account from June 28 until September.

CIVILIAN PENSION BOARD MEETING OF NOVEMBER 14, 2013 PAGE 3 She estimated that this affected the Fund’s return by approximately 1 percentage point for the quarter. Responding to Mr. Blakeman, Mr. Marzinsky stated that approximately $300,000 per month is drawn from the Civilian Pension Fund for benefit payments and confirmed that this is reflected in the Quarterly Activity Reports, “Schedule of Changes in Pension Trusts Fund Assets” that are provided to members. Mr. Blakeman noted that return of the overall market exceeded the Pension Fund’s return. Responding, Mr. Marzinsky explained that when the investment policy was developed, a moderate/conservative allocation was selected rather than an aggressive allocation. He noted that higher volatility would be associated with a more aggressive allocation. He reminded members that the Fund’s portfolio was balanced and that approximately half of the Fund’s investments were in bonds. Mr. Blakeman moved for acceptance of the Quarterly Investment Monitor - Summary Report for the Quarter Ending September 30, 2013, seconded by Mrs. Hettinger and unanimously carried. History - Approval of Routine Applications for Retirement During the Civilian Pension Board meeting held on August 8, 2013, members requested that the City Clerk’s Office be asked to provide a history of a change that occurred in the retirement application review and approval process in approximately 2000, as described by Mrs. Hettinger. Mr. Lynn noted that members recalled that when pensioners retired previously they would appear before the Civilian Pension Board and be given an opportunity to engage in dialog with the Board about their pension benefits prior to retirement. During the meeting held on November 14, 2013, Mr. Lynn noted that the history provided to members appeared to answer many of the questions that had been raised by members of the Board and indicated that retirees would be directed to the Human Resources Department in lieu of the Civilian Pension Board. Mrs. Hettinger noted that the minutes stated that the Board would receive quarterly reports on retiring employees. Mrs. Kim Hawkins, Human Resources Director, stated that this information was now being sent to members on a semi-annual basis. Mr. Blakeman questioned if it would be possible for members to be notified when an employee applies for retirement so that members could contact employees to see if they had any questions. Mrs. Hawkins stated that the Human Resources Department could provide an email to the City Clerk’s Office, which could distribute it to members of the Board. She wished to avoid a situation where employees might receive conflicting information from Board members and the Human Resources Department.

CIVILIAN PENSION BOARD MEETING OF NOVEMBER 14, 2013 PAGE 4 Mrs. Mitchell suggested that, upon receipt of an application for retirement from an employee enrolled in the defined benefit pension plan, the Human Resources Department obtain permission from the employee to sent a notification email to members of the Board, and Mr. Blakeman concurred with this. Mrs. Hawkins stated her preference that employees continue to consult with the Human Resources Department regarding retirement and she expressed her opinion that this function was beyond the role of the Civilian Pension Board, which was tasked with managing investments rather than the retirement process. Mr. Blakeman questioned if receiving such emails would exceed the boundaries of the Civilian Pension Board. Responding, Mr. Lynn stated that the role of the Board had not changed significantly since 2005 when the decision was made by the Board to delegate this responsibility to the Human Resources Department. He did not feel that it was outside the scope of the Board’s function to receive notification emails regarding retirement. For clarification, Mr. Koenig questioned if members were requesting notification when a letter regarding retirement is received and a date is determined. Responding, Mr. Blakeman confirmed that this was the case and that he would like to be able to contact retiring individuals, congratulate them, and offer to help in any way possible. Mr. Clendaniel stated that he had been on the Board since 2009 and felt sure that retiring individuals had questions during that time; however, he noted that no individuals had come before the Board. He indicated that he had received many questions while he was an active employee. Mr. Lynn noted that the minutes excerpt provided from the Civilian Pension Board meeting held on August 23, 2005 stated that “If any questions or concerns are presented, a Pension Board meeting will be held for the entire board to review and consider for approval.” Mrs. Hawkins stated that retirees typically do not have additional questions since they are provided information by the Human Resources Department. Mr. Clendaniel stated that retiring employees need to be informed of the opportunity to come to Board members with any questions that cannot be answered by the Human Resources Department. Mr. Blakeman moved that Civilian Pension Board members be notified at the earliest possible convenience by email when employees have applied for retirement. The motion was seconded by Mrs. Hettinger. For clarification, Mr. Koenig questioned whether the motion would apply only to retirees covered by the defined benefit pension plan. Responding, Mr. Blakeman also stated a desire to be made aware of the retirement of employees outside this plan. Mr. Lynn expressed his opinion that receiving information about the retirement of employees outside the defined benefit plan would be beyond the purview of members of the Civilian Pension Board.

CIVILIAN PENSION BOARD MEETING OF NOVEMBER 14, 2013 PAGE 5 Mr. Blakeman moved to amend the motion to address only members of the defined benefit program, seconded by Mrs. Hettinger. The motion that Civilian Pension Board members be notified by email, at the earliest possible convenience of staff, when employees who are enrolled in the defined benefit pension plan have applied for retirement was unanimously carried. Mr. Clendaniel noted that some employees in the deferred pension plan do not realize that they are not represented by the Civilian Pension Board. Mr. Lynn requested Mrs. Hawkins to let retirees know that they have the option of coming before the full Civilian Pension Board should they choose to do so. By unanimous consent, the meeting adjourned at 11:30 a.m. Sean M. Lynn Chair SML/JS/dd/tm S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Misc-Minutes\PENSION\2013\11-14-2013 Civilian Pension.wpd

CIVILIAN PENSION BOARD The Civilian Pension Board meeting was held on February 26, 2014 at 10:00 a.m. with Mr. Scott Koenig, City Manager, presiding in the absence of Chairman Lynn. Members present were Mrs. Hettinger and Mrs. Mitchell. Mr. Bonar, Mr. Blakeman, and Mr. Clendaniel were absent. Mr. Koenig advised members that no official action could be taken because a quorum was not present; however, the scheduled review and updates would be provided. He noted that the Board may have to schedule a special meeting if official action is required. Approval of Minutes - Civilian Pension Board Meeting of November 14, 2013 Due to the lack of a quorum, the minutes of the Civilian Pension Board Meeting of November 14, 2013 will be placed on a future agenda for consideration. Quarterly Performance Review (Quarter Ending December 31, 2014) (Milliman, Inc.) Mr. Jeff Marzinsky, Principal and Employee Benefits Consultant, Milliman, Inc., reviewed the Quarterly Performance Monitor Report for the Quarter Ending December 31, 2013. Referring to the Board Meeting Notes dated February 12, 2014, he noted that the plan had $32.8M in assets, which was an increase from $30.9M on September 30, 2013 and $24.6M at the end of 2012. The plan had a return of approximately 4% for the quarter, which was generally in line with the index. Performance was approximately 8.72% for the year, slightly below the index, and Mr. Marzinsky noted that the timing of cash contributions through the year had contributed to this return. He advised members that plan assets are rebalanced to target allocations at the end of each quarter and were in line with those allocations at quarter end. Referring to Page 3 of the Report - Market Indices - 4th Quarter 2013, Mr. Marzinsky explained that equity investment categories were positive for the year; however, due to rising interest rates, bond investments had negative returns as did emerging markets. He stated that U.S. stock markets had declined during January and early February 2014 but had begun to rebound. He indicated that the Standard & Poor (S&P) index was flat for the year, after having declined 3% - 4%, and the Dow Jones industrial average had increased from -5% to -2% year to date. Some positives were being seen in that the government had indicated an intent to keep long-term interest rates low for the next 18 months to two (2) years, which he felt could spur the economy. Mr. Marzinsky stated that unemployment was improving slightly and the overall rate was reduced; however, great improvements had not been seen in adding jobs to the economy. He noted that bad weather over December and January had affected job growth, economic conditions, sales, and production. He stated that the overall outlook was cautiously positive. In reviewing Page 9, Asset Allocation, Mr. Marzinsky reiterated that the assets were generally in line with the plan’s asset allocation targets. He informed members that the statistics on Page 10 - Investment Policy Review - Active Management, reflected that the majority of investments ranked well within their peer groups; however, there was a little underperformance in some investments. He noted that PIMCO had a management issue in that its Chief Executive Officer would be leaving the firm within the next couple of months and PIMCO was restructuring its research and upper management sections. Milliman had scheduled a meeting with them this week and would monitor developments within PIMCO, which is the largest fixed income manager in the world. Mr. Marzinsky stated that the Target Small Cap Value Fund also had slight underperformance.

CIVILIAN PENSION BOARD MEETING OF FEBRUARY 27, 2014 PAGE 2 Referring to Page 12 - Investment Option Return Summary, Mr. Marzinsky stated that, in general, all of the equity funds had positive returns for the year. Emerging markets had a slight negative return for the year to date and in the 1 Year Column; however, the 3 Month return for the plan showed an approximate 4% return for the quarter and close to a 9% return for the year, which was generally in line with the indexes. He noted slight underperformance due to the Pension Fund’s cash allocation, which he stated was a little high during the previous summer, as discussed during the meeting held on November 14, 2013. Mr. Marzinsky stated that the fund appeared to be generally in line in terms of asset allocation and returns and reminded members that the portfolio is diversified and not fully equity based; therefore, it is not realizing high, double-digit returns, but it also has less volatility due to the balanced mix of bonds and stocks. Referring to the Competitor Analysis Report, Mr. Marzinsky stated that the Harding Loevner Global Equity Institutional Fund was initially recommended by the General Employee Pension Fund’s prior advisor as a non-U.S developed market stock fund. He indicated that this fund has a large U.S. stock exposure, which is causing some overlap with its holdings as well as with some of the holdings of other mutual funds in the Civilian Pension Fund’s portfolio. He stated that, with the U.S. exposure, it is really not an international mutual fund, as it should be. It was suggested that a more focused international fund be considered as a replacement. Mr. Marzinsky stated that two (2) potential replacement funds had been examined. The first fund, the MFS Institutional International Equity Fund, has a focused non-U.S. portfolio with large, growing companies outside the U.S. that have good sustained growth financial performance. The second fund, the Oppenheimer International Growth Y Fund, has the same type of strategy, with growing companies that have good economies of scale and new technologies. In reviewing the Trailing Peer Group Performance on Page 1 of the Report, Mr. Marzinsky stated that the Oppenheimer Fund has good returns and ranks well within its category over just about every time period. This fund was recommended as a replacement for Harding Loevner due to its better returns, better rank compared to its peers, lower level of risk for the performance it is generating, and comparable Alpha and Sharpe statistics. It also had expenses comparable to the other funds evaluated. He noted that this fund was also recommended to the Police Pension and Other Post-Employment Benefits (OPEB) Boards. Mr. Marzinsky proposed that the Board consider replacing the Harding Loevner Global Equity Institutional Fund with the Oppenheimer International Growth Y Fund. Mr. Koenig reminded members that the Board could not take official action at this time. Mrs. Hettinger expressed her concurrence with Milliman’s recommendation. Update - 2013 Form 1099's for Retirees Members were provided correspondence from Ms. Virginia Karablacas, Relationship Manager/Vice President, Wells Fargo, dated February 12, 2014 regarding Recent Service Concerns (Attachment #1). Mrs. Donna Mitchell, Controller/Treasurer, advised members that representatives from Wells Fargo were present to speak to members regarding problems experienced in providing Form 1099's for retirees. Mr. Tony Marsella, Wells Fargo Senior Vice President/Managing Director, stated that he was responsible for the Wells Fargo Relationship Management Team in the northeast. He apologized personally for the tax reporting errors and inconvenience caused to retirees. He assured members that he had been involved in several management discussions to ensure that a process was

CIVILIAN PENSION BOARD MEETING OF FEBRUARY 27, 2014 PAGE 3 in place to prevent further recurrence and stressed the importance of his own relationship, as well as Wells Fargo’s relationship, with the City of Dover. Ms. Virginia Karablacas, Wells Fargo Relationship Manager/Vice President, stated that she was ultimately responsible and accountable for the City’s overall satisfaction. She indicated that there were two (2) key issues that brought Wells Fargo to the meeting today, Form 1099 corrections and concerns regarding the issuance of monthly payment confirmations/advices to retirees in a timely manner in January and February 2014. She stated that the City had not experienced the same level of service over the last couple of months as it had prior to these issues. She informed members that Wells Fargo had evaluated the circumstances, identified the root cause of the issues related to both concerns, and put appropriate corrections in place. She indicated that all of the Form 1099R’s had been generated and mailed in early February and pay advices for January, February, and March had been generated and mailed. This matter had received the attention of executive management within Wells Fargo and a number of discussions had been held, which allowed Wells Fargo staff to identify opportunities to enhance their standard operating procedures going forward. Ms. Karablacas stated that her goal was to restore the confidence that the City experienced previously and that Wells Fargo was committed to partnering with Mrs. Mitchell to ensure that the City’s needs are met. Mrs. Hettinger stated that she accepted Wells Fargo’s apologies on behalf of members who were not present; however, she expressed concerns regarding Wells Fargo’s handling of retiree payments. She recalled that when the City was responsible for disbursing checks, if the first of the month occurred on a Saturday, checks were deposited on Friday afternoon and were payable on Saturday. She expressed her opinion that Wells Fargo was not very prompt in getting the checks deposited so that retirees can use funds, noting that many pensions received are small and retirees need quick access to these funds. Mrs. Hettinger felt that this had improved lately; however, it was still “not good.” She expressed additional concerns about difficulties in allocating checks to multiple bank accounts and confusion regarding the way that gross and net pay were reflected on pay statements. She noted that there were many members of the General Employees’ Pension Plan, including herself, who did not understand the numbers included in the statements that they receive each month. Mrs. Hettinger recommended that the City bid out these services when its agreement with Wells Fargo is up for renewal. Ms. Karablacas expressed her appreciation for the feedback received, stating that she was not aware of some of these items. Ms. Karablacas stated that she would look into this matter herself upon returning to her office. She indicated that her goal was to restore the confidence that the City once had with Wells Fargo. She noted that her firm handles these types of services for thousands of clients and “gets it right” most of the time. She stated that they would evaluate what they had heard today and partner with Mrs. Mitchell to make sure that the City is receiving what is needed. Mrs. Mitchell also offered to research these concerns. [Clerk’s Office Note: Subsequent to the meeting, the Clerk’s Office was informed by Mrs. Mitchell that she had researched the concerns expressed by Mrs. Hettinger. She indicated that retiree payments are processed by Wells Fargo with all of their other client retiree payments and that Wells Fargo is following banking regulations when issuing these payments. In addition, she stated that Wells Fargo offers the option to allocate checks to multiple accounts and net pay amounts are being reflected accurately on pay statements.]

CIVILIAN PENSION BOARD MEETING OF FEBRUARY 27, 2014 PAGE 4 Mrs. Hettinger noted that the problem with the Form 1099s cost her $40 because, in the absence of the Form 1099, she had provided her accountant the 2012 form and he had to redo her taxes when the 1099 Form was received. Responding to Mr. Koenig regarding whether these types of concerns should be reported to City staff or Wells Fargo, Mrs. Mitchell explained that either approach can be used. She indicated that retirees can contact City staff with concerns and also have the option to call Wells Fargo directly, although she cautioned that staff answering the bank’s toll free number may not be familiar with their account or with the problems the City has been experiencing. She stated that Wells Fargo sent a letter to each retiree regarding the Form 1099 issue which included contact information for the appropriate contact at the bank. Meeting adjourned at 10:24 a.m. Scott D. Koenig Acting Chair SK/JS/dd/tm S:\AGENDAS-MINUTES-PACKETS-PRESENTATIONS-ATT&EXH\Misc-Minutes\PENSION\2014\02-26-2014 Civilian Pension.wpd Attachment Attachment #1 - Correspondence from Virginia Karablacas, Wells Fargo dated February 12, 2014 - Recent Service Concerns

ATTACHMENT #1 Civilian Pension Board Meeting of 02/26/2014