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HomeMy WebLinkAbout2007 02 21 Board of Trustees Special Minutes CITY OF WINTER SPRINGS~ FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING FEBRUARY 21~ 2007 CALL TO ORDER The Board of Trustees Special Meeting was called to Order by Chairman A. Mark Sardo on Wednesday~ February 21~ 2007 at 6:17 p.m. in the City Commission Chambers of the Municipal Building (City Hall~ 1126 East State Road 434~ Winter Springs~ Florida 32708). Roll Call: Chairman A. Mark Sardo~ present Vice Chairman Michael S. Blake~ present Board Member Guy DeMaio~ absent Board Member V ernon Rozelle~ Jr.~ present Chairman Sardo led the Pledge of Allegiance and then offered a Moment of Silence. PUBLIC INPUT No one spoke. REGULAR AGENDA REGULAR 300. Office Of The City Manager Bogdahn Consulting, LLC, To Present Part II Of The Results Of The RFP (Request For Proposal) For Investment Manager And Custodial Bank Services. The Board Of Trustees To Select Firms For Interviews To Be Held At A Date To Be Determined. Mr. Kevin Smith~ Director~ General Services Department addressed the Board. Mr. David West, CFA, Bogdahn Consulting, LLC, 340 West Central Avenue, Suite 300, Winter Haven, Florida: distributed copies of the 'City of Winter Springs Employees~ Pension Plan International Equity Manager Review and Institutional Custody Services' booklet~ and an outline on what was to be discussed during this Meeting. CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21, 2007 PAGE 2 OF 9 Regarding the Request for Proposal related to Real Estate, Mr. West stated, "The Real Estate portion was not publicized when the RFP (Request for Proposal) went out. So, we'll wait on that; we'll run that one again. It's our recommendation though that we proceed on track and go through the process. I think we can certainly have a very smooth program transition once everything is ultimately approved with or with the Real Estate. We've got - actually ninety-five percent (95%) if we go by the asset allocation of the Fund. We'll have ninety-five percent (95%) of the allocation set, ready to go, including ultimate selection of a Custodian and we can bring in the Real Estate at a later point. . And we'll go ahead and advertise that and run that Real Estate search between now and then." Chairman Sardo said, "So my understanding is we will have everything, but the Real Estate piece; that we will have to work on it at a different date. Mr. West stated, "Yes." Continuing, Chairman Sardo added, "Kevin (Smith), do you want to go ahead - with this at this point and make sure that we have these two (2) other pieces, International and Custodian, and let the Real Estate go before we make a recommendation, or would you prefer us doing a hundred percent (100%), including the Real Estate before you make a recommendation to the City?" Mr. Smith replied, "It's the pleasure of the Board, Mr. Chairman. I'd be interested in your input. My thought process would be in the interest in time, let's move ahead and go forward, but again, it's the Board's discretion." Discussion ensued on the overview process. Mr. West said, "That brings us down to the six (6) for review this evening. Specifically Freedom Capital Management, [LLC], which I need to inform the Board, is now Voyager Capital Management and we have done due diligence on that." Mr. . West then explained that "Voyager [Capital Management] purchased Freedom [Capital Management, LLC] and assumed the Voyager [Capital Management] name." Mr. West continued, "So just make that note that it is Voyager [Capital Management], not Freedom [Capital Management, LLC] now. Lazard [Asset Management, LLC], again another candidate, a New York firm; Neuberger Berman, [LLC], another New York firm; SSgA [State Street Global Advisors]; Tradewinds [NWQ Global Investors, LLC] which is a spin off of, if you're familiar with the NWQ group, out in the west California area. Tradewinds [NWQ Global Investors, LLC] spun off ofNWQ which is a value shop. Wentworth, Hauser and Violich, which is also a California firm. Each of these firms made our quantitative screening; have product suitable for us here." CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21, 2007 PAGE 3 OF9 With further brief comments, Mr. West added, "Our preferences as far as product delivery was to find commingled funds since this is an international product, we recommend using a commingled product because, again, I think we had this conversation, as everyone is aware, it can take ten (to) to fifteen (15) days to settle international securities. It can cost five (5) to nine hundred dollars ($900.00) and there's various expenses involved and complications in settling international securities." Mr. West continued, "Our preference was to find commingled rather than Mutual Fund, but in the case of Lazard [Asset Management, LLC] and Neuberger [Berman, LLC], it is a Mutual Fund structure, but we are looking at the institutional share class which would be the lowest fee based shared class." In the case of Tradewinds [NWQ Global Investors, LLC] and Wentworth [Hauser and Violich]; the two (2) strategies we're looking at there are separately managed accounts - but in this particular case, both these firms run ADR products, American Depository Receipts - which everyone is aware, trade like regular equities on our Exchange so there are no settlement issues and so, in that particular case, we can have a separately managed International Portfolio." Vice Chairman Michael S. Blake asked Mr. West, "Can you tell us a little bit about the difference between a commingled Fund and Institutional Mutual Fund Account and why we should care about the difference?" Mr. West replied, "Yes, good question. A commingled Fund, the basic difference is, or a major difference is, that an Institutional Mutual Fund will have layers of fees in it, like it is a Mutual Fund where there are - fees or different level of fees that can be shared. The Custodian can take some of those fees." Furthermore, Vice Chairman Blake then inquired, "And these are fees that are not reflected in what we are seeing on our fee structure?" Mr. West replied, ~'Non-investment management fees, yes, bottom line - so, it is effectively adding an additional layer of fees that to get this product - we have to pay that additional layer. That is really the main differences in the Fee structure. As far as functionality, again, both structures are designed to provide the economies to scale, give us the settlement clarity, reduce all those complications, give us one (1) investment vehicle. And again, we are participating in a pool vehicle along side other investors, other qualified investors similar to this Pension program" Mr. West continued and explained, "The big difference is the Fee structure. So again, it's our choice, when possible, to get a commingled product. But in cases where we are looking at some of these very nice management strategies, the only way - for us to get into that strategy and get in below their minimum, in several cases minimums are twenty- five million dollars ($25,000,000.00), is through their commingled Fund. And in these two (2) cases, the only option available for us was an Institutional Share Mutual Fund." CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21, 2007 PAGE 4 OF9 Chairman Sardo asked, "Knowing that, what are recommendations are to the City Commission on the other end, the Snow [Capital Management, LP], the Lateef [Investment Management, LP] and Galliard [Capital Management, Inc.], on the international side, what firms here specifically fit better with those recommendations here? What works well? What firms work well?" Mr. West replied, "And since we are looking at international securities, and I'd like to give a little background. If you're familiar with these Managers, this is a very eclectic group we've put together as far as approaches and mixtures. And I just wanted to give you a little background on that before we go into that. We wanted to give you the best choices, really from each kind of generic style or approach. Any of these Managers would be suitable. I think there are some that stand out and some - with stand-out attributes, as far as what's been discussed in the past, as far as risk management and down market capture, for example. There's a couple of exceptions here. But as far as compatibility, since these are international strategies - reviewing that separately from the domestic equity, any of these would be compatible." Additionally, Mr. West explained, "The Fees you're looking at - that's the extent of the hard dollars Fees. 9bviously there are transaction costs involved in these securities, but the total stated or visible cost to the Plan, if you will, is stated in this Fee schedule. So, obviously that would include, in the cases where we have commingled Funds, that would include custody. and settlement of the assets. They would be held separately from whatever Custodian is selected; unless we go with the two (2) separate Account Managers. Any of the commingled products would be held under separate Custodian." Discussion. Mr. West explained, "Now our recommendation is to proceed with as broad an international strategy as possible, obviously within certain prudent restrictions, which we placed in the Investment Policy Statement already. And all of these Managers - will fall within the realm of the risk parameters that we've set in the Investment Policy Statement. " Furthermore, Mr. West reviewed with the Board, some of the charts in the 'City of Winter Springs Employees' Pension Plan International Equity Manager Review and Institutional Custody Services' booklet. Regarding Wentworth, [Hauser and Violich], Mr. West commented, "If there's an interest in this Manager, we would recommend a partial allocation to an Index Fund as a risk offset to this Manager. The risk metrics we're going to look at for this Manager are outstanding. " CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21, 2007 PAGE50F9 Continuing the discussion on Wentworth, [Hauser and Violich], Mr. West said, "But because of the extremes in nature of this investment process, we would recommend that we utilize maybe a third (3rd) in - Index Fund as a risk offset to Wentworth, [Hauser and Violich]." With further comments regarding the length of time firms have been together, Board Member Vernon Rozelle, Jr. said, "Nobody less than five (5)." Mr. West said, "No." Regarding the ranking of preferences, Vice Chairman Blake remarked, "One (1), two (2), three (3). Freedom Capital Management, [LLC], now known as Voyager [Capital Management]; Tradewinds [NWQ Global Investors, LLC], number two (2); Neuberger [Berman, LLC], number three (3)." Board Member Rozelle said, "FreedomNoyager [Capital Management], one (1); Tradewinds [NWQ Global Investors, LLC], two (2); Wentworth [Hauser and Violich], three (3)." Chairman Sardo said, "Freedom [Capital Management, LLC], one (1); SSgA [State Street Global Advisors], two (2); and Tradewinds [NWQ Global Investors, LLC], number three (3)." Next, Vice Chairman Blake inquired, "How many do we want to bring in, I guess is the question?" Mr. West responded, "If you think it's necessary to interview a Custodian, we'd be happy to set that up." Vice Chairman Blake said, "Well, if we want to look at two (2), then it's fairly clear that it would be Freedom [Capital Management, LLC], now known as Voyager [Capital Management], and Tradewinds [NWQ Global Investors, LLC]. Beyond that - it looks like the next one (1) would be State Street [Global Advisors] where one (1) person voted it second (20d). Two (2) other companies received a single vote, but they were third (3rd), so that would rank them tied. So, definitely FreedomNoyager ~Capital Management]; definitely Tradewinds [NWQ Global Investors, LLC]; a third (3r ) would be State Street [Global Advisors]; and beyond then, it is a tie between Neuberger [Berman, LLC] and Wentworth [Hauser and Violoch]." Chairman Sardo asked, {'And can I have a Consensus to maybe look at Freedom {Capital Management, LLC} at this point and additionally, Tradewinds {NWQ Global Investors, LLC} and interview two (2)? Because - my State Street {Global Advisors} was number two (2) - versus Tradewinds {NWQ Global Investors, LLC} being in number three (3); and that is kind of all that changed. So, 1 would recommend at this point to think about Freedom {Capital Management, LLC} and Tradewinds {NWQ Global Investors, LLC} as being the two (2) interviewees in this area. " CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21, 2007 PAGE 6 OF 9 Vice Chairman Blake asked, "Well, why don't we bring in three (3)?" Chairman Sardo said, "Okay." No objections were voiced. Chairman Sardo said, "So our recommendation is going to be Freedom Capital {Management, LLC], State Street {Global Advisors], and Tradewinds {NWQ Global Investors, LLC], in no particular order at this point." Vice Chairman Blake replied, "Correct." Board Member Rozelle said, "Right." Mr. West pointed out, "There were no respondents to the public RFP (Request for Proposal) for Custodian, including your current Custodian did not submit a Re-Bid or Bid, if you will, for exclusive Custody services. What we did was, since we have done numerous custody searches, we went out and - looked at the six (6) or seven (7) or so providers who are most competitive, have the most number of public funds. We were able to shorten that list down based on Fee to those listed on page 34. We requested generic proposals from each of these Custodians. This is a big book. I'll leave this with Kevin (Smith), in case anyone wants additional information." Vice Chairman Blake asked, "Is there anything out there on State contract someplace, or other municipalities or counties, Special Districts, or anybody that we are aware of, that we can latch onto?" Mr. Smith replied, "I'm not sure, to be honest with you. I do not know." Vice Chairman Blake asked, "Is that a hard thing to find out?" Mr. Smith replied, "I wouldn't think it would be. I will- check that out." Vice Chairman Blake then said, "I would be interested to know if there are - as long as they meet certain standards of fiduciary acceptability, I think that the custodial services is - as you said, a commodity, as long as we can get the right level of service from them. I would be interested to know, in addition to what we see here, if there are any." Discussion. Chairman Sardo inquired, "What is our current cost? What are we currently paying for Custodial Fees?" Mr. Smith noted, "You have to understand that it is - bundled. . ." Vice Chairman Blake said, "... We don't know." Mr. West replied, "Yes, you don't know." Discussion ensued on possible Custodial Service companies. Vice Chairman Blake asked, "Are these Fees negotiable at all?" Mr. West replied, "I think - you're looking at most favored nation here. These are very low fees. We've worked with each of these. They've all been though - I think we're getting a little bit of economy of some scale benefit here through Boghdahn Consulting, [LLC]. And I think this is already off the list price." Next, Chairman Sardo said, "So what our state of objective is to come up with - three (3) or a couple - and ask them to come in for interviews or can we just make a call based on the information you provided?" CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21, 2007 PAGE70F9 Mr. Smith commented, "We'd be very interested in increasing our online capabilities and obviously, we're very interested in service." Mr. Smith added, "We'd be very interested in the level of service and firms that provide a good level of service and online capabilities. " Chairman Sardo mentioned they had discussed Fifth Third Bank and Salem Trust. Mr. West agreed and said, "Yes." With further discussion, Board Member Rozelle suggested, "Should we ask them to give us some presentation on - their on-line capability and - so that we can evaluate that?" Mr. West remarked, "If that is the choice, we ask for a formal proposal from both - Fifth Third [Bank] and Salem Trust - a formal proposal. Included in that proposal would be as requested, an example - or a means of at least getting a demonstration. Should the Board want to interview them, that could certainly be a part of the demonstration." Tape I/Side B Chairman Sardo said, "Can ] ask for Consensus for Fifth Third {Bank} and Salem Trust for formal - proposals at this point." Board Member Rozelle said, '~ye." Chairman Sardo said, '~ye." No objections were noted. Chairman Sardo continued, "So recommendation at this point for Fifth Third {Bank} and Salem Trust to provide formal proposals and we'll take it from there. " Mr. West noted, "And for the interviews for the International Managers and now, would the Board like a presentation from Fifth Third [Bank] and Salem Trust?" Vice Chairman Blake said, "I would." Board Member Rozelle said, "I would like to see the internet capabilities, what they can do." Chairman Sardo said, "And Kevin (Smith), you are going to work with this very closely to make sure it fits." Mr. Smith said, "Absolutely." Next, Chairman Sardo continued, "Let's try to consider a date for our Real Estate and bringing the custodian people in." Discussion ensued on a possible date for a follow-up Meeting and a suggested date of March 8, 2007 was discussed, to which VICe Chairman Blake said, "] can do the 11"." Chairman Sardo suggested, "6:30 {p.m.} on March the If' {2007}, at this point." No one voiced an objection. Mr. West then stated, "So we will be doing three (3) things. We'll be interviewing the three (3) finalists, International; two (2) finalists for Custody; and we will be presenting the search report for the listing Real Estate product." 1 f I t CITY OF WINTER SPRINGS, FLORIDA DRAFT MINUTES BOARD OF TRUSTEES SPECIAL MEETING - FEBRUARY 21,2007 PAGE80F9 Chairman Sardo reiterated, "Okay, so at this point, we've covered it. We are on March the 8th, [2007] at 6:30 [p.m.]; and we are going to meet here unless we hear anything different. " Mr. Smith reminded the Board of a "City Commission Meeting on [Friday] March the 9th, [2007] at 5:15 p.m., which will be to discuss the revision and update of the Pension document. " ADJOURNMENT Chairman Sardo adjourned the Special Meeting at 7:08 p.m. RESPECTFULLY SUBMITTED: ANDREA LORENZO-LUACES, CMC, CITY CLERK AND ~ DAN . LLE HARKER fIJ.IiJl[ ASSIST ANT TO THE CITY CLERK. NOTE: These Minutes were approved at the April 24, 2007 Board of Trustees Regular Meeting.