Acta

CIVILIAN AND POLICE PENSION BOARDS The Civilian and Police Pension Boards met on February 9, 2011 at 3:00 p.m. with Ret. Lt. Mullaney presiding until the arrival of Mr. Leary at 3:03 p.m. Members present were Dr. McGlumphy, Mr. Blakeman, Mr. Clendaniel, Mrs. Rigby, Ret. Lt. Knotts, Ret. Cpl. Stallings, Chief Hosfelt, and Mrs. Mitchell. Mr. DePrima was absent. AGENDA ADDITIONS/DELETIONS Ret. Lt. Knotts moved for approval of the agenda as presented, seconded by Dr. McGlumphy and unanimously carried. APPROVAL OF MINUTES By motion of Ret. Lt. Knotts, seconded by Mrs. Mitchell, the minutes of the Civilian and Police Pension Board meeting of August 20, 2010, were unanimously approved. QUARTERLY INVESTMENT PERFORMANCE ANALYSIS REPORT - PRESENTED BY PEIRCE PARK GROUP Mr. Lee Martin, Principal and Senior Investment Consultant, Peirce Park Group, advised members that Peirce Park has made some organizational changes, including the addition of two (2) new staff members. He explained that Mr. Christopher Thorsheim joined the firm and is responsible for performing due diligence on investment managers and funds for the Group, and Ms. Sarah Wilkerson joined the staff as a consultant. He noted that Peirce Park is growing and has opened an office in Pittsburgh, PA, in addition to their headquarters in West Chester, PA and office in Wilmington, DE. He noted that the Group now handles $4 billion in investments, which is an increase from $2 billion seven (7) to eight (8) years ago. He indicated that Peirce Park now provides additional consulting services to five (5) of their clients which involve exercising discretionary authority to hire and fire managers and perform timely rebalancing. He noted that passing on this type of fiduciary responsibility has become a trend in the industry and may be an option that the City would like to consider in the future. Mr. Martin reviewed the Quarterly Investment Performance Analysis Report dated December 31, 2010. He explained that the U.S. market finished ahead of many international markets in 2010. Mr. Martin noted that the recession appears to be ending; however, unemployment remains a problem. He noted that the current unemployment rate is 9.4%, compared to a historical rate of 5% to 5.5%. Mr. Martin stated that industrial production and consumer spending increased in the fourth quarter and that the dollar was fairly low compared to other currencies, which led to good growth of exports to emerging markets. He indicated that inflation has not been a problem in the U.S.; therefore the Federal Reserve has kept interest rates low to encourage reinvestment in capital and to stimulate the job market. Mr. Martin noted that fixed income fund returns were reduced to 1.3% for the quarter and continue to be reduced in 2011. He stated that the strong bull market for fixed income investments has prevailed for 30 years; however, he felt that this trend will not hold true in the future. He explained that there is a general feeling that 3.0% to 3.5% is a more realistic expected rate of return for fixed income investments and suggested that the Boards may wish to discuss how the 7.5% or 8% assumed rate of return can be achieved, possibly by increasing the equity allocation or utilizing other types of investments.

CIVILIAN AND POLICE PENSION BOARDS MEETING OF FEBRUARY 9, 2011 PAGE 2 Referring to Page 2 of the report, Mr. Martin indicated that market returns for December 2010 were the best in 20 years and that, after two (2) years, Standard and Poor’s (the S & P) has returned to the rate which was in effect just prior to the market collapse in 2008. He indicated that small caps performed best for the quarter and for the last year and that growth investments outperformed value in 2010; however, over a ten (10) year period, value outperformed growth. Mr. Martin explained that Peirce Park prefers a value tilt to porfolios because value funds provide reasonable returns in good markets and are more stable when the market is down. Mr. Martin noted that cyclical growth sectors, including energy and materials, performed better than defensive sectors, such as health care, utilities, and consumer staples, noting that this situation was reversed when the Boards last met in August. He noted that this illustrates the importance of maintaining a diversified portfolio of investment managers and funds. Referring to Page 4 of the report, Mr. Martin indicated that the U.S. outperformed the international market during the fourth quarter, noting that the U.S. tends to do better than most of the developed world when emerging from a recession. In reference to Page 5 of the report, Mr. Martin stated that the City’s Employees’ Fund returned 7.0% for the quarter and 12.6% for the year. He provided members a City of Dover Employees’ Pension Plan Provisional Performance Summary dated February 8, 2011 (Attachment #1) and noted that the Summary reflects an additional 3% gain for 2011 and that the fund balance now exceeds $21M. In response to Mrs. Mitchell, he indicated that these figures reflect gross returns and that fees amount to 30 basis points annually or 7.5 points per quarter. Mr. Martin advised members that the five (5) and seven (7) year returns for this fund rank it in the top 15% of all public funds, yet lower volatility than the policy index has been maintained. Mr. Martin indicated that this fund gained $1.3M in the fourth quarter and ranked in the 19th percentile, despite a value tilt to the fund. Mr. Martin provided members a City of Dover Police Pension Plan Provisional Performance Summary dated February 8, 2011 (Attachment #2) and stated that the Police Fund typically mirrors the Employee Fund; however, the allocations are slightly different due to benefit withdrawals and timing. He noted that the fund increased 12% over the quarter, 3.2% for the year, and has a balance of more than $11.3M. In addition, he noted that this fund ranks in the 15th percentile over the long term. Referring to Page 8 of the Investment Performance Report, Mr. Martin stated that the Employees Fund’s one (1) year return is 12.6%, which exceeds the policy index of 12.3%. He felt that this was a strong performance, especially since the City’s portfolio has a value tilt and value investments underperformed growth last year. Mr. Martin stated that he was generally satisfied with the performance of the City’s individual domestic equity and international funds and that the various funds balance each other to provide a diversified portfolio. Noting that he would be presenting information on global investing later in the meeting, Mr. Martin suggested that, should the City opt to pursue this strategy, it may be appropriate to remove funds from the American Funds Growth and American Funds Europacific Growth Funds for this purpose. When reviewing Fixed Income Investments, Mr. Martin noted that short-term bonds did well compared to the benchmark and that intermediate bonds were down 2.9% for the quarter. Referring to the City of Dover Employees and Police Pension Plan Provisional Performance Summaries dated

CIVILIAN AND POLICE PENSION BOARDS MEETING OF FEBRUARY 9, 2011 PAGE 3 February 8, 2011, he advised members that the Vanguard Short Term Bond Index is down 0.4% for the year and the Vanguard Intermediate Bond Index is down 1.6% for the year. He suggested that the City consider rebalancing its portfolio back to long-term strategic targets. EDUCATION REGARDING UTILIZING GLOBAL FUND MANAGERS - PRESENTED BY PIERCE PARK GROUP Mr. Martin provided members with a revised City of Dover Global Education Presentation dated February 9, 2011 (Attachment #3). He explained that the investment market is increasingly subject to global influences and that many U.S. based companies receive more than 50% of their revenue from overseas, and the reverse is also true. Mr. Martin advised members that it is becoming increasingly important to invest in emerging markets as well as developed markets. He noted that global fund managers are not restricted to U.S. or international funds but can invest in either. Mr. Martin explained that investors have increasingly been taking advantage of global investment opportunities to achieve greater diversification and flexibility, to take advantage of global sectors and currency trends, and to decrease volatility. Mr. Martin stated that adopting a Global Tactical Asset Allocation approach would allow for a global manager who has the capability to purchase bonds as well as stocks and make technical decisions. He did not advocate this approach for the City at this time; however, wanted to make members aware that this type of service is available. Mr. Martin provided members “Style Map Pages” for the City of Dover Police and Employee Funds (Attachment #4), which provided a breakdown of the percentage of each individual investment fund invested in U.S., International, Value/Growth, and Large/Medium/Small Cap funds and listed the percent of portfolio allocation. He stated that the City’s portfolio should be targeted at 60% value funds and 40% growth funds with a ratio of 65% large cap, 25% medium cap, and 10% small cap funds. He noted that the Police Plan has slightly more invested in large cap funds and is slightly below the targeted value allocation. In response to Ret. Lt. Mullaney regarding specific recommendations, Mr. Martin noted that the members could request Peirce Park to provide additional information regarding global fund management for discussion at the Joint Pension Board meeting scheduled for August 2011. Alternatively, he suggested that if members wished to move forward with such a change immediately, they could consider investing in New Perspective, a global fund under the American Funds umbrella which has many of the team members who manage the American Funds Growth Fund and the American Funds Europacific Growth Funds. These managers could be given a global mandate rather than an international and a large cap mandate. Mr. Martin provided members with a style map which provided information regarding how City funds could be rebalanced while incorporating global investment (Attachment #5). In response to Mr. Leary, Mr. Martin stated that Peirce Park’s recommendation would be to retain its current 14.9% overseas allocation and dedicate a portion of this to global investments. The global investments, when added to the DFA International Value Fund investments, would total approximately 14.9% of the portfolio. He noted that a global manager may invest slightly above or below the international target, depending on how they evaluate the U.S. market compared to the rest of the world. Responding to Mrs. Mitchell, Mr. Martin indicated that he would recommend rebalancing the City’s funds at this time, regardless of the Board’s decision regarding global investing.

CIVILIAN AND POLICE PENSION BOARDS MEETING OF FEBRUARY 9, 2011 PAGE 4 Ret. Lt. Mullaney moved to request Peirce Park Group to rebalance the City’s investment funds at this time per the current model and to request additional information from Peirce Park regarding global fund managers for review and discussion at the Pension Board Meeting scheduled for August 19, 2011, seconded by Dr. McGlumphy. The motion carried unanimously. DISCUSSION - JOINT PENSION BOARD REPRESENTATION ON THE HEALTH BENEFITS COMMITTEE Ret. Lt. Mullaney stated he had received a number of inquiries from retirees regarding how decisions made by the Health Benefits Committee might affect retirees. Although he acknowledged that this was not strictly a pension issue, he inquired if other members had received similar communications. He questioned whether members were comfortable with the current level of representation on the Health Benefits Committee. Mr. Leary noted that all three (3) bargaining units and non-bargaining employees are represented on the Committee and that Mr. Richard Hudson, a retiree, also serves on the Committee. Mr. Mullaney suggested that members of the Civilian and Police Pension Boards be advised regarding Health Benefits Committee meetings. Concurring, Mr. Leary requested that the Clerk’s Office be requested to notify members of the Joint Pension Board when meetings of the Health Benefits Committee are scheduled. Ret. Lt. Mullaney moved for adjournment, seconded by Mr. Blakeman, and unanimously carried. Meeting adjourned at 4:03 P.M. Respectfully submitted, Thomas J. Leary Chairman of the Civilian Pension Board Ret. Lt. Timothy Mullaney Chairman of the Police Pension Board TJL/TM/JS/ac/dd/tm Attachments to Original and File Copy Attachment #1 - City of Dover Employees Pension Plan Provisional Performance Summary dated February 8, 2011 Attachment #2 - City of Dover Police Pension Plan Provisional Performance Summary dated February 8, 2011 Attachment #3 - Revised Presentation - City of Dover Global Education dated February 9, 2011 Attachment #4 - “Style Map Pages” - City of Dover Police and Employee Plans Attachment #5 - “Style Map Pages” - City of Dover Police and Employee Plans Adding New Perspective; Rebalance Back to Targets

ATTACHMENT #1 Civilian and Police Pension Boards Meeting of 02/09/2011 City of Dover Employees Pension Plan Provisional Performance Summary ASSET TARGET TOTAL FUND YTD RETURN TOTAL ASSETS ALLOCATION ALLOCATION TOTAL FUND (Gross) 3.4 21,183,555 100.0% 100.0% Policy Index 3.2 DOMESTIC EQUITIES VANGUARD VALUE INDEX 6.1 4,817,697 22.7% MSCI US Prime Market Value 6.1 VANGUARD PRIMECAP CORE 4.3 1,867,143 8.8% MSCI US Prime Market 750 5.5 VANGUARD MORGAN GROWTH ADM. 5.9 1,581,479 7.5% Russell 3000 Growth 5.7 AMERICAN FUNDS GROWTH FUND (R5) 4.2 1,314,341 6.2% Russell 1000 Growth 5.9 DFA U.S. TARGETED VALUE 4.9 1,313,998 6.2% Russell 2500 Value 4.7 ROYCE VALUE PLUS 4.4 873,974 4.1% Russell 2000 Growth 4.3 TOTAL DOMESTIC EQUITIES 11,768,634 55.6% 51.0% INTERNATIONAL AMERICAN FUNDS EUROPACIFIC GROWTH (R5) 2.3 1,369,489 6.5% MSCI EAFE (Net) 5.5 DFA INTERNATIONAL VALUE 7.5 1,777,918 8.4% MSCI EAFE VALUE (Net) 7.7 TOTAL INTERNATIONAL 3,147,407 14.9% 14.0% ATTACHMENT #1 FIXED INCOME VANGUARD INTERMEDIATE BOND INDEX (1.6) 2,169,949 10.2% Barclays 5-10 YR US Govt/Credit (1.6) VANGUARD SHORT TERM BOND INDEX (0.4) 3,780,077 17.8% Barclays 1-5 YR US Govt/Credit (0.4) TOTAL FIXED INCOME 5,950,025 28.1% 35.0% CASH & EQUIVALENTS Civilian and Police Pension Boards Meeting of 02/09/2011 MONEY MARKET 317,489 1.5% Performance updated through February 8, 2011

ATTACHMENT #2 Civilian and Police Pension Boards Meeting of 02/09/2011 City Of Dover Police Pension Plan Provisional Performance Summary ASSET TARGET TOTAL FUND YTD RETURN TOTAL ASSETS ALLOCATION ALLOCATION TOTAL FUND - (Gross) 3.2 11,353,389 100.0% 100.0% Policy Index 3.2 DOMESTIC EQUITIES VANGUARD VALUE INDEX 6.1 2,311,169 20.4% MSCI US Prime Market Value 6.1 VANGUARD PRIMECAP CORE 4.3 862,373 7.6% MSCI US Prime Market 750 5.5 VANGUARD MORGAN GROWTH ADM. 5.9 831,196 7.3% Russell 3000 Growth 5.7 AMERICAN FUNDS GROWTH FUND (R5) 4.2 761,667 6.7% Russell 1000 Growth 5.9 DFA U.S. TARGETED VALUE 4.9 659,674 5.8% Russell 2500 Value 4.7 ROYCE VALUE PLUS 4.4 497,173 4.4% Russell 2000 Growth 4.3 TOTAL DOMESTIC EQUITIES 5,923,253 52.2% 51.0% INTERNATIONAL AMERICAN FUNDS EUROPACIFIC GROWTH (R5) 2.3 778,509 6.9% ATTACHMENT #2 MSCI EAFE (Net) 5.5 DFA INTERNATIONAL VALUE 7.5 884,586 7.8% MSCI EAFE VALUE (Net) 7.7 TOTAL INTERNATIONAL 1,663,095 14.6% 14.0% FIXED INCOME VANGUARD INTERMEDIATE BOND INDEX (1.6) 1,188,494 10.5% Barclays 5-10 YR US Govt/Credit (1.6) VANGUARD SHORT TERM BOND INDEX (0.4) 2,282,146 20.1% Barclays 1-5 YR US Govt/Credit (0.4) TOTAL FIXED INCOME 3,470,640 30.6% 35.0% Civilian and Police Pension Boards Meeting of 02/09/2011 CASH & EQUIVALENTS MONEY MARKET 296,401 2.6% Performance updated through February 8, 2011

ATTACHMENT #3 Civilian and Police Pension Boards Meeting of 02/09/2011 ATTACHMENT #3 Civilian and Police Pension Boards Meeting of 02/09/2011

Global Investing • World is one global marketplace • Dismantled trade barriers • Creation of Eurozone •Global markets affect each other • News in one country affects business in another • Emergence of China and India has delivered a billion people to the marketplace •Advances in technology and communications • Helps reduce cost of doing business around the world 1

Definitions? • Domestic Markets • Issuing Company is Incorporated in the U.S. • Primary Listing is in the U.S. (Microsoft, GE) • International Markets • Listed and Incorporated outside the U.S. • Developed – (EAFE) • Emerging – (BRIC – expected 65% of global growth in 2011) • Frontier – (New emerging countries) • Global • Both U.S. and all other International Markets • Go anywhere in the world to pick the best investment ideas. 2

History of International Investing for U.S. Investors Pre-1980 1980's 1990's 2000's Very Few Large Corporate & Endowment Most Large US Institutional Investors All Types Institutional & Retail Investor Type Some Public Funds DC Plans & Retail Some Middle Market (e.g. PA Counties) Asset Majority in the UK Regional Firms Emerge Global Multi-product Firms US-based Managers Gain Asset Flows Managers Boutiques Emerge Dominated by UK, European & US EAFE Developed Public Primarily EAFE EAFE plus Emerging Markets Global Markets Global Equity Emerging Markets Concentrated Strategies Regional Mandates International Small Cap Global Macro Hedge Funds Strategies Global Balanced & TAA Style-based Investing (Growth & Value) Regional Mandates on the Decline Quantitative and Fundamental Processes Hedge Funds Global Fixed Income Local Markets & Exchanges Markets & Exchanges Develop Developed Markets open Emerging Markets and Economies Market Environment Limited Access by Foreign Barriers to Entry Ease Emerging Markets Develop Larger Firms Dominate & Trends Investors Currency Hedging Strategies Technology Improves Access Global Sector Research Growth in Wealth of Investor Base v v v v v 1970 1980 1990 2000 2010 3

Why did they Invest in “International” Markets? • Diversification • Low Correlation with the U.S. Markets • Better Investment Opportunities outside of the U.S. • Higher Growth in Smaller, Less Developed Markets • Currency • Devaluation in U.S. $ helps International Returns Historic Returns 9/1980-9/1985 9/1985-9/1990 9/1990-9/1995 9/1995-9/2000 9/2000-9/2005 9/2005-9/2010 U.S. International U.S. U.S. International International International U.S. International International U.S. U.S. 4

What has Happened Recently? • Globalization of Markets • Correlation between U.S. & International returns have increased - both move in tandem, in up & down markets • Do not get the diversification benefits like you used to 3-Year Rolling Correlation of MSCI World ex US Index to the S&P 500 1.0 0.9 0.8 0.7 0.6 Correlation 0.5 0.4 0.3 0.2 0.1 0.0 1975 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 5

Why Invest in Global Strategies? • U.S. is only 41% of the entire Investible Global Market • Time periods when International outperforms U.S.: vice-versa • Global manager gives you flexibility as they can under or overweight U.S. or International Markets based upon their outlook • Investment Managers analyze investment opportunities throughout the Globe even if they manage U.S. or International strategies only • Why limit their opportunities? • Opens up full global universe to find investment opportunities • Investment Managers can take advantage of relative currency movements to add “alpha” 6

Why Invest in Global Strategies? Performance vs. Risk 30 Years 11 Total Annualized Return, % 10 Yr Returns Relative to Return Std Dev Approach Peer Group Median 10 S&P 500 Index 10.7 15.6 (0.1) Passive MSCI EAFE (Net) 9.1 17.7 0.1 Passive 9 MSCI The World Index (Net) 9.1 15.3 (0.8) Active 30 years through September 30, 2010. All figures annualized. 8 14 15 16 17 18 Total Annualized StdDev, % S&P 500 Index MSCI EAFE ND MSCI The World Index ND • Provides Active Global Managers the opportunity to add “alpha” at a time when it is desperately needed • Historically Global Managers have exhibited lower volatility • Ability to move in/out of volatile markets • Ability to diversify holdings over the whole world • Possible future consideration of Global Tactical Asset Allocation 7

Global Tactical Asset Allocation – (GTAA) 8

ATTACHMENT #4 Civilian and Police Pension Boards Meeting of 02/09/2011 City of Dover Police Plan as of February 8, 2011 Inv. Min. Cost Ticker Fund Name U.S. Int'l Value Growth Large Med Small Portfolio Allocation Equity Portfolio Cost 1,000,000 0.14% VVISX Value Index 100% 0% 75% 25% 85% 15% 0% 20.4% 30.5% 0.0286% Closed 0.54% VPCCX Vanguard PRIMECAP Core 90% 10% 50% 50% 80% 20% 0% 7.6% 11.4% 0.0410% 0 0.37% RGAGX American Funds Growth America 90% 10% 25% 75% 90% 10% 0% 6.7% 10.0% 0.0248% 100,000 0.31% VMRAX Vanguard Morgan Growth 100% 0% 15% 85% 70% 30% 0% 7.3% 10.9% 0.0226% 0 0.41% DFFVX DFA US Targeted Value 100% 0% 70% 30% 0% 25% 75% 5.8% 8.7% 0.0238% 100,000 1.06% RVPHX Royce Value Plus 90% 10% 30% 70% 0% 40% 60% 4.4% 6.6% 0.0466% 0 0.46% DFIVX DFA International Value 0% 100% 100% 0% 84% 15% 1% 7.8% 11.7% 0.0359% 0 0.52% RERGX EuroPacific 0% 100% 40% 60% 95% 5% 0% 6.9% 10.3% 0.0359% 1,000,000 0.12% - Vanguard Interm./ST Bond Indices 33.1% 0.0% 0.0397% 100.0% 100.0% 0.2989% DE 51.00% 50.33% DE Equity Targets are: 98.69% funded Intl 14.00% 16.57% Int'l Equity Targets are: 118.36% funded Total Portfolio Allocations .+/- Target Portfolio Allocations Reit 0.00% 0.00% RE Equity Targets are: #DIV/0! funded Domestic Value Growth Domestic Value Growth Agg 35.00% 66.90% Large 17.86% 15.48% Large 91.01% 118.33% Cash 0.00% Mid 4.95% 5.31% Mid 65.55% 105.44% 100.00% Value Growth Small 3.76% 2.97% Small 124.44% 147.44% ATTACHMENT #4 Overall Value/Growth Split: 56.52% 43.48% Value/Growth Targets: 60.00% 40.00% International Value Growth International Value Growth .+/- targets: 94.20% 108.71% Large 9.63% 4.69% Large 149.00% 108.84% Mid 1.45% 0.46% Mid 58.48% 27.55% Large Medium Small Small 0.16% 0.18% Small 15.81% 27.88% Overall Mkt Cap. Distribution 71.25% 18.18% 10.57% Mkt Cap Targets: 65.00% 25.00% 10.00% Total Value Growth Total Value Growth .+/- targets: 109.62% 72.74% 105.65% Large 27.49% 20.17% Large 105.37% 115.98% Mid 6.40% 5.76% Mid 63.80% 86.14% Small 3.92% 3.15% Small 97.53% 117.83% Civilian and Police Pension Boards Meeting of 02/09/2011

City of Dover Police Plan - proposed rebalancing as of February 8, 2011 Inv. Min. Cost Ticker Fund Name U.S. Int'l Value Growth Large Med Small Portfolio Allocation Equity Portfolio Cost 1,000,000 0.14% VVISX Value Index 100% 0% 75% 25% 85% 15% 0% 23.2% 35.7% 0.0325% Closed 0.54% VPCCX Vanguard PRIMECAP Core 90% 10% 50% 50% 80% 20% 0% 7.6% 11.7% 0.0410% 0 0.37% RGAGX American Funds Growth America 90% 10% 25% 75% 90% 10% 0% 3.0% 4.6% 0.0111% 100,000 0.31% VMRAX Vanguard Morgan Growth 100% 0% 15% 85% 70% 30% 0% 7.3% 11.2% 0.0226% 0 0.41% DFFVX DFA US Targeted Value 100% 0% 70% 30% 0% 25% 75% 7.0% 10.8% 0.0287% 100,000 1.06% RVPHX Royce Value Plus 90% 10% 30% 70% 0% 40% 60% 3.0% 4.6% 0.0318% 0 0.46% DFIVX DFA International Value 0% 100% 100% 0% 84% 15% 1% 7.0% 10.8% 0.0322% 0 0.52% RERGX EuroPacific 0% 100% 40% 60% 95% 5% 0% 6.9% 10.6% 0.0359% 1,000,000 0.12% - Vanguard Interm./ST Bond Indices 35.0% 0.0% 0.0420% 100.0% 100.0% 0.2778% DE 51.00% 49.74% DE Equity Targets are: 97.53% funded Intl 14.00% 15.26% Int'l Equity Targets are: 109.00% funded Total Portfolio Allocations .+/- Target Portfolio Allocations Reit 0.00% 0.00% RE Equity Targets are: #DIV/0! funded Domestic Value Growth Domestic Value Growth Agg 35.00% 65.00% Large 18.90% 13.83% Large 97.43% 106.96% Cash 0.00% Mid 5.24% 4.90% Mid 70.22% 98.49% 100.00% Value Growth Small 4.16% 2.71% Small 139.43% 136.16% Overall Value/Growth Split: 59.39% 40.61% Value/Growth Targets: 60.00% 40.00% International Value Growth International Value Growth .+/- targets: 98.99% 101.52% Large 8.87% 4.44% Large 149.10% 111.89% Mid 1.31% 0.39% Mid 57.12% 25.52% Large Medium Small Small 0.12% 0.13% Small 13.54% 20.64% Overall Mkt Cap. Distribution 70.84% 18.21% 10.95% Mkt Cap Targets: 65.00% 25.00% 10.00% Total Value Growth Total Value Growth .+/- targets: 108.98% 72.83% 109.54% Large 27.77% 18.27% Large 109.56% 108.12% Mid 6.55% 5.29% Mid 67.14% 81.36% funding/hiring Small 4.29% 2.84% Small 109.87% 109.04% redeeming/terminating

City of Dover Employee Plan as of February 8, 2011 Inv. Min. Cost Ticker Fund Name U.S. Int'l Value Growth Large Med Small Portfolio Allocation Equity Portfolio Cost 1,000,000 0.14% VVISX Value Index 100% 0% 75% 25% 85% 15% 0% 22.7% 32.2% 0.0318% Closed 0.54% VPCCX Vanguard PRIMECAP Core 90% 10% 50% 50% 80% 20% 0% 8.8% 12.5% 0.0475% 0 0.37% RGAGX American Funds Growth America 90% 10% 25% 75% 90% 10% 0% 6.2% 8.8% 0.0229% 100,000 0.31% VMRAX Vanguard Morgan Growth 100% 0% 15% 85% 70% 30% 0% 7.5% 10.7% 0.0233% 0 0.41% DFFVX DFA US Targeted Value 100% 0% 70% 30% 0% 25% 75% 6.2% 8.8% 0.0254% 100,000 1.06% RVPHX Royce Value Plus 90% 10% 30% 70% 0% 40% 60% 4.1% 5.8% 0.0435% 0 0.46% DFIVX DFA International Value 0% 100% 100% 0% 84% 15% 1% 8.4% 11.9% 0.0386% 0 0.52% RERGX EuroPacific 0% 100% 40% 60% 95% 5% 0% 6.5% 9.2% 0.0338% 1,000,000 0.12% - Vanguard Interm./ST Bond Indices 29.6% 0.0% 0.0355% 100.0% 100.0% 0.3023% DE 51.00% 53.59% DE Equity Targets are: 105.08% funded Intl 14.00% 16.81% Int'l Equity Targets are: 120.07% funded Total Portfolio Allocations .+/- Target Portfolio Allocations Reit 0.00% 0.00% RE Equity Targets are: #DIV/0! funded Domestic Value Growth Domestic Value Growth Agg 35.00% 70.40% Large 19.68% 16.22% Large 94.17% 116.42% Cash 0.00% Mid 5.35% 5.47% Mid 66.56% 102.12% 100.00% Value Growth Small 3.92% 2.94% Small 121.89% 137.38% Overall Value/Growth Split: 57.77% 42.23% Value/Growth Targets: 60.00% 40.00% International Value Growth International Value Growth .+/- targets: 96.28% 105.58% Large 10.02% 4.48% Large 152.80% 102.40% Mid 1.54% 0.44% Mid 61.18% 26.43% Large Medium Small Small 0.16% 0.17% Small 15.65% 25.61% Overall Mkt Cap. Distribution 71.59% 18.20% 10.22% Mkt Cap Targets: 65.00% 25.00% 10.00% Total Value Growth Total Value Growth .+/- targets: 110.13% 72.78% 102.19% Large 29.70% 20.70% Large 108.17% 113.07% Mid 6.89% 5.92% Mid 65.28% 84.04% Small 4.08% 3.12% Small 96.52% 110.69%

City of Dover Employee Plan - proposed rebalancing as of February 8, 2011 Inv. Min. Cost Ticker Fund Name U.S. Int'l Value Growth Large Med Small Portfolio Allocation Equity Portfolio Cost 1,000,000 0.14% VVISX Value Index 100% 0% 75% 25% 85% 15% 0% 23.2% 35.7% 0.0325% Closed 0.54% VPCCX Vanguard PRIMECAP Core 90% 10% 50% 50% 80% 20% 0% 8.8% 13.5% 0.0475% 0 0.37% RGAGX American Funds Growth America 90% 10% 25% 75% 90% 10% 0% 3.5% 5.4% 0.0130% 100,000 0.31% VMRAX Vanguard Morgan Growth 100% 0% 15% 85% 70% 30% 0% 7.5% 11.5% 0.0233% 0 0.41% DFFVX DFA US Targeted Value 100% 0% 70% 30% 0% 25% 75% 9.0% 13.8% 0.0369% 100,000 1.06% RVPHX Royce Value Plus 90% 10% 30% 70% 0% 40% 60% 0.0% 0.0% 0.0000% 0 0.46% DFIVX DFA International Value 0% 100% 100% 0% 84% 15% 1% 6.5% 10.0% 0.0299% 0 0.52% RERGX EuroPacific 0% 100% 40% 60% 95% 5% 0% 6.5% 10.0% 0.0338% 1,000,000 0.12% - Vanguard Interm./ST Bond Indices 35.0% 0.0% 0.0420% 100.0% 100.0% 0.2588% DE 51.00% 50.77% DE Equity Targets are: 99.55% funded Intl 14.00% 14.23% Int'l Equity Targets are: 101.64% funded Total Portfolio Allocations .+/- Target Portfolio Allocations Reit 0.00% 0.00% RE Equity Targets are: #DIV/0! funded Domestic Value Growth Domestic Value Growth Agg 35.00% 65.00% Large 19.45% 14.69% Large 98.25% 111.26% Cash 0.00% Mid 5.39% 4.49% Mid 70.82% 88.35% 100.00% Value Growth Small 4.73% 2.03% Small 155.11% 99.71% Overall Value/Growth Split: 60.31% 39.69% Value/Growth Targets: 60.00% 40.00% International Value Growth International Value Growth .+/- targets: 100.51% 99.23% Large 8.36% 4.29% Large 150.65% 116.04% Mid 1.20% 0.31% Mid 56.30% 21.73% Large Medium Small Small 0.07% 0.00% Small 7.61% 0.00% Overall Mkt Cap. Distribution 71.99% 17.52% 10.48% Mkt Cap Targets: 65.00% 25.00% 10.00% Total Value Growth Total Value Growth .+/- targets: 110.76% 70.09% 104.85% Large 27.82% 18.98% Large 109.72% 112.31% Mid 6.60% 4.80% Mid 67.64% 73.77% Small 4.79% 2.03% Small 122.82% 77.88% funding/hiring redeeming/terminating

ATTACHMENT #5 Civilian and Police Pension Boards Meeting of 02/09/2011 City of Dover Police Plan - adding New Perspective, rebalance back to targets as of February 8, 2011 Inv. Min. Cost Ticker Fund Name U.S. Int'l Value Growth Large Med Small Portfolio Allocation Equity Portfolio Cost 1,000,000 0.14% VVISX Value Index 100% 0% 75% 25% 85% 15% 0% 20.4% 31.4% 0.0286% Closed 0.54% VPCCX Vanguard PRIMECAP Core 90% 10% 50% 50% 80% 20% 0% 7.6% 11.7% 0.0410% 0 0.37% RGAGX American Funds Growth America 90% 10% 25% 75% 90% 10% 0% 0.0% 0.0% 0.0000% 100,000 0.31% VMRAX Vanguard Morgan Growth 100% 0% 15% 85% 70% 30% 0% 7.3% 11.2% 0.0226% 0 0.41% DFFVX DFA US Targeted Value 100% 0% 70% 30% 0% 25% 75% 7.5% 11.5% 0.0308% 100,000 1.06% RVPHX Royce Value Plus 90% 10% 30% 70% 0% 40% 60% 4.4% 6.8% 0.0466% 0 0.48% RNPGX New Perspective 41% 59% 40% 60% 95% 5% 0% 10.0% 15.4% 0.0480% 0 0.46% DFIVX DFA International Value 0% 100% 100% 0% 84% 15% 1% 7.8% 12.0% 0.0359% 0 0.52% RERGX EuroPacific 0% 100% 40% 60% 95% 5% 0% 0.0% 0.0% 0.0000% 1,000,000 0.12% - Vanguard Interm./ST Bond Indices 35.0% 0.0% 0.0420% 100.0% 100.0% 0.2955% DE 51.00% 50.10% DE Equity Targets are: 98.24% funded Intl 14.00% 14.90% Int'l Equity Targets are: 106.43% funded Total Portfolio Allocations .+/- Target Portfolio Allocations Reit 0.00% 0.00% RE Equity Targets are: #DIV/0! funded Domestic Value Growth Domestic Value Growth Agg 35.00% 65.00% Large 18.07% 13.75% Large 92.46% 105.57% Cash 0.00% Mid 5.18% 5.10% Mid 68.89% 101.89% 100.00% Value Growth Small 4.65% 3.35% Small 154.70% 167.20% ATTACHMENT #5 Overall Value/Growth Split: 59.33% 40.67% Value/Growth Targets: 60.00% 40.00% International Value Growth International Value Growth .+/- targets: 98.88% 101.67% Large 9.10% 3.67% Large 156.57% 94.66% Mid 1.42% 0.38% Mid 63.39% 25.25% Large Medium Small Small 0.16% 0.18% Small 17.58% 31.01% Overall Mkt Cap. Distribution 68.59% 18.58% 12.84% Mkt Cap Targets: 65.00% 25.00% 10.00% Total Value Growth Total Value Growth .+/- targets: 105.52% 74.31% 128.35% Large 27.16% 17.42% Large 107.15% 103.07% Mid 6.59% 5.48% Mid 67.63% 84.32% funding/hiring Small 4.81% 3.54% Small 123.27% 135.98% redeeming/terminating Civilian and Police Pension Boards Meeting of 02/09/2011

City of Dover Employee Plan - adding New Perspective, rebalancing back to targets as of February 8, 2011 Inv. Min. Cost Ticker Fund Name U.S. Int'l Value Growth Large Med Small Portfolio Allocation Equity Portfolio Cost 1,000,000 0.14% VVISX Value Index 100% 0% 75% 25% 85% 15% 0% 22.7% 34.9% 0.0318% Closed 0.54% VPCCX Vanguard PRIMECAP Core 90% 10% 50% 50% 80% 20% 0% 8.8% 13.5% 0.0475% 0 0.37% RGAGX American Funds Growth America 90% 10% 25% 75% 90% 10% 0% 0.0% 0.0% 0.0000% 100,000 0.31% VMRAX Vanguard Morgan Growth 100% 0% 15% 85% 70% 30% 0% 7.5% 11.5% 0.0233% 0 0.41% DFFVX DFA US Targeted Value 100% 0% 70% 30% 0% 25% 75% 6.2% 9.5% 0.0254% 100,000 1.06% RVPHX Royce Value Plus 90% 10% 30% 70% 0% 40% 60% 4.1% 6.3% 0.0435% 0 0.48% RNPGX New Perspective 41% 59% 40% 60% 95% 5% 0% 7.3% 11.2% 0.0350% 0 0.46% DFIVX DFA International Value 0% 100% 100% 0% 84% 15% 1% 8.4% 12.9% 0.0386% 0 0.52% RERGX EuroPacific 0% 100% 40% 60% 95% 5% 0% 0.0% 0.0% 0.0000% 1,000,000 0.12% - Vanguard Interm./ST Bond Indices 35.0% 0.0% 0.0420% 100.0% 100.0% 0.2871% DE 51.00% 51.00% DE Equity Targets are: 100.01% funded Intl 14.00% 14.00% Int'l Equity Targets are: 99.98% funded Total Portfolio Allocations .+/- Target Portfolio Allocations Reit 0.00% 0.00% RE Equity Targets are: #DIV/0! funded Domestic Value Growth Domestic Value Growth Agg 35.00% 65.00% Large 19.56% 14.16% Large 98.36% 106.78% Cash 0.00% Mid 5.27% 5.14% Mid 68.90% 100.85% 100.00% Value Growth Small 3.92% 2.94% Small 128.07% 144.34% Overall Value/Growth Split: 60.68% 39.32% Value/Growth Targets: 60.00% 40.00% International Value Growth International Value Growth .+/- targets: 101.13% 98.31% Large 9.04% 2.81% Large 165.69% 77.13% Mid 1.48% 0.33% Mid 70.65% 23.72% Large Medium Small Small 0.16% 0.17% Small 18.79% 30.76% Overall Mkt Cap. Distribution 70.12% 18.82% 11.07% Mkt Cap Targets: 65.00% 25.00% 10.00% Total Value Growth Total Value Growth .+/- targets: 107.87% 75.26% 110.68% Large 28.61% 16.97% Large 112.86% 100.40% Mid 6.75% 5.48% Mid 69.27% 84.24% funding/hiring Small 4.08% 3.12% Small 104.54% 119.88% redeeming/terminating