Firefighters' Retirement System Pension Board of Trustees

CITY OF BRADENTON FIREFIGHTERS' RETIREMENT SYSTEM PENSION BOARD OF TRUSTEES QUARTERLY MEETING MINUTES FIRE STATION #1 1010 9™ AVENUE W, BRADENTON, FL 34205 TRUSTEES PRESENT: TRUSTEES ABSENT: OTHERS PRESENT: Tuesday, March 5, 2024, at 9:30AM Brian Canaday Steve Rissler Dave Foxall Larry Covins Corey Phipps Scott Christiansen, Christiansen & Dehner Brad Hess, AndCo Consulting Sara Carlson, Foster & Foster Ferrell Jenne, Foster & Foster Tiffany Fair, Foster & Foster Maureen Pingree, Walters & Associates (via phone) Doug Huffman, Plan Retiree Tom Woods, Plan Retiree Members of the Public 1. Call to Order - Brian Canaday called the meeting to order at 9:37 AM. 2. Roll Call - As reflected above. 3. Public Comments a. Tom Woods stated he wanted to make a public records request. Tom stated he was on the Board for 34 years. Tom stated he had been working with Sara Carlson on information on the annuity factors that were used in his benefit calculation. Tom stated the benefit calculation fee was $500 for a new benefit calculation and commented this showed all the benefit options if the member had a joint annuitant. Tom stated he was asking for the mortality table information for his 100% Joint & Survivor option and had to pay $1,300 for this information. Tom agreed Sara Carlson had provided information via email that was not billed to him. Tom asked the Board if there was a problem with the actuary providing the annuity information. By consensus, the Board stated they did not have an issue, as long as Tom was paying for the information, based on the time it took the actuary to gather the information. Sara Carlson stated she cannot teach Tom how to calculate annuity factors. Tom stated he would like the data. Sara explained the process for doing benefit calculations. Tom further discussed different components of the pension plan, liabilities, and funding for future liabilities. Tom stated he was looking for the data that was used to derive his benefit options. Sara stated the components of what 1

was utilized was provided to Tom, but not the formulas. Brian Canaday stated the Board would not take any action. Sara reiterated the formulas were proprietary information. Scott Christiansen reminded the Board and Tom Woods that a public records request were existing documents, nothing needed to be created. Scott stated background information and formulas were not subject to a public records request. Sara stated she felt that she was at the end of the road with what she could provide Tom Woods. 4. Approval of Minutes a. December 4, 2023, quarterly meeting The minutes from the December 4, 2023, quarterly meeting were approved with the discussed revision, upon motion by Steve Rissler and second by Dave Foxall; motion carried 3-0. b. Brian Canaday requested the title for Lance Williams be changed to City Chief Operating Officer. 5. New Business a. SEC fair fund distributions i. Ferrell Jenne reminded the Board they used Kessler Topaz to provide securities litigation services and claims processing. Historically, the Kessler Topaz fees were taken from any recovery amounts and then a check was written to the plan for the remainder. The SEC was now requiring Kessler Topaz to invoice the plan for their fees under the SEC fair fund distributions. Ferrell confirmed there was no change in the agreement with Kessler Topaz, but the way the fees were paid. 6. Reports (Attorney/Consultants) a. Walters & Associates, Maureen Pingree, Board Auditor i. September 30, 2023, audit report 1. Maureen Pingree thanked the Board to be able to present the audit via teleconference. Maureen stated they issued a clean unmodified opinion, which was the highest level of assurance. Maureen reviewed the assets, liabilities, and stated there was an increase in assets of approximately $3. 7 million. Maureen stated there was an increase in the fiduciary net position to $67, 623,353. 2. Maureen Pingree reviewed the required communication letter, and the Board had no questions. The Board voted to approve the September 30, 2023, audit as presented, upon motion by Dave Foxall and second by Steve Rissler; motion carried 3-0. b. Foster & Foster, Sara Carlson, Board Actuary i. October 1, 2023, valuation report 2

1. Sara Carlson reminded the Board the contributions in the valuation report were applicable to fiscal year-end September 30, 2025. 2. The City required contribution was $2,122,766. Plan experience was unfavorable overall on the basis of the plan's actuarial assumptions. Sources of actuarial loss included an average salary increase of 12.51 % which exceeded the 6.00% assumption, an investment return of 5.87% (Actuarial Asset Basis) which fell short of the 7.00% assumption, and more retirements than expected. There were no significant sources of actuarial gain. 3. Sara Carlson reminded the Board the City could use up to $700,000 in State Monies to offset their contributions. Sara stated the City also had a prepaid of $1,030,623 they could use to offset their contributions. Sara confirmed the City's prepaid amount did not participate in the plan's gains or losses. 4. Sara Carlson reviewed the participant data, assets, and liabilities. Sara reviewed the market value of assets (MVA) versus actuarial value of assets (AVA) and stated there were losses that still needed to be realized by the plan. Sara reminded the Board they used a four-year smooth, so gains/losses were realized by the plan 25% at a time. Sara reviewed the five-year comparison and stated the plan would need to get a 12.9% investment return to hit the smoothed investment return assumption. 5. Sara Carlson reviewed the unfunded actuarial accrued liability (UAAL) and the funded ratio. The funded ratio as of September 30, 2023, was 86%. 6. Sara Carlson reviewed the normal cost and the present value of benefits. Brad Hess stated based off the current MVA, the funded ratio for present value of benefits was approximately 99%. 7. Sara Carlson stated the salary assumption hadn't aligned over the last five fiscal years. Doug Huffman asked how the assumptions were set. Sara stated they did an experience study every three to five years to look at the current plan assumptions and compare them to actual experience to see if any adjustments needed to be aligned so the assumption mirrored actual plan experience. Sara stated the last experience study was done in 2017, so it was time to perform another study. Sara confirmed the experience study also showed the cost impact with any assumption changes. Sara stated the experience study was also important in case the State had any questions on the assumptions. Note: Dave Foxall left at 10:50AM 8. Doug Huffman asked about the 1.44% salary increase in fiscal year-end September 30, 2020. Doug stated he didn't think that 3

was accurate. Sara Carlson explained it was pensionable salary and the information came from the City. Sara stated DROP participants were not included in the pensionable salary increases, as they were considered retirees. Note: Dave Foxall returned at 10:53AM The Board voted to approve the October 1, 2023, valuation report as presented, upon motion by Dave Foxall and second by Steve Rissler: motion carried 3-0. ii. Update on cost study 1. The Board discussed the experience study, the timing of the new collective bargaining agreement, and the inflationary environment which was prompting higher salary increases. The Board voted to approve Foster & Foster to perform an experience study for a fee not to exceed $12,500, upon motion by Dave Foxall and second by Steve Rissler: motion carried 3-0. 2. Sara Carlson stated she was still working on the cost study for the City and Union regarding a health subsidy being put in the plan based on years of service. Sara stated there was a discussion on if a cap could be put in place that ensured the subsidy didn't exceed actual medical premiums. Scott Christiansen stated he did research on the topic and didn't find anything that prohibited it. Scott stated the cap made him a bit uncomfortable in case a member was on a spouse's medical plan. Scott stated most health subsidiaries were based on years of service, regardless of the medical premium amounts. Doug Huffman stated the goal was to make everyone even on what medical stipend they received. The Board further discussed the stipend. Doug stated the medical stipend was not being created so that a retiree had a windfall. Ferrell Jenne discussed some administrative questions they had regarding possible annual changes and if the stipend would continue to the joint annuitant, if one of those options was chosen as the benefit election. Doug stated they were proposing 50% continued to the spouse and then ceased once the spouse reached Medicare age. Ferrell asked if the stipend would continue if the joint annuitant wasn't a spouse. Doug stated they hadn't discussed that. c. AndCo Consulting, Brad Hess, Investment Consultant i. Quarterly report as of December 31, 2023 1. Brad Hess stated he would table the private debt primer for the next quarterly meeting, as it was for educational purposes and the meeting was already lengthy. 2. Brad Hess gave a firm update and stated they had 90 employees and every employee would be going over to Mariner 4

Institutional. Brad gave an overview of the market environment during the quarter and the possible market outlook. Brad stated growth stocks continued to be strong in the fourth quarter. Brad stated he would like to cease the additional contributions to the unmanaged growth index, as the index was too concentrated. Brad stated he would like some funds managed by an active growth manager. 3. Brad Hess reviewed the current asset allocation and stated everything was within the Investment Policy Statement (IPS) ranges. Note: Brian Canaday left at 11:06AM 4. Brad Hess reviewed the financial reconciliation quarter to date and stated the plan had approximately $4 million in capital appreciation. Brad confirmed the DRIP for Intercontinental was turned off. Brad reviewed the distribution from Intercontinental of $69,031 and the incentive fee they had in their contact. 5. The market value of assets (MVA) as of December 31, 2023, was $71,672,768 and the fiscal year-to-date total fund net return was 6. 93%. The total fund quarterly net returns as of December 31, 2023, were 6.93%, underperforming the benchmark of 8.31 %. The trailing total fund net returns for the 1, 3, and 5-year periods were 11.15%, 3.52%, and 8.71% compared to the benchmarks of 14.35%, 4.60%, and 9.38% for the same respective periods. Note: Brian Canaday returned at 11:11AM 6. Brad Hess reviewed the performance of each manager. Brad discussed Integrity Core and stated he had recommended other plans to move to the Core U.S. aggregate. Scott Christiansen stated they would need to change the JPS if there was a change in the mandate. Scott reminded the Board the updated IPS was not effective until 31 days after it had been filed. The Board voted to amend the Investment Policy Statement to strikeout the intermediate aggregate bond index and replace with the U.S. aggregate bond. upon motion by Steve Rissler and second by Dave Foxall; motion carried 3-0. The Board approved sending a letter to Integrity Core outlining the new benchmark once the Investment Policy Statement is effective, upon motion by Dave Foxall and second Steve Rissler; motion carried 3-0. 7. Scott Christiansen reminded Brad Hess Integrity Core had an addendum to the JPS, so that would also need to be sent to the manager. 5

8. Brad Hess reviewed the January 31, 2024, flash report and stated the fiscal year-to-date return through February was approximately 10% and the MVA as of March 4, 2024, was approximately $73.3 million. The Board discussed the real estate redemption queue. The Board tabled the execution of the Harrison Street documents until the next meeting, upon motion by Steve Rissler and second by Dave Foxall: motion carried 3-0. 9. The Board discussed the analysis of portfolio risk and illiquidity of assets. Brad Hess discussed market cycles and the maturity and growth of the plan membership. Brad stated they had a research team and operational team that looked at each investment. Brad confirmed there was a lot of due diligence that was done on every client portfolio. 10. Brad Hess reviewed Allspring and stated they were up 13.5% year-to-date but didn't know if they were the long-term solution. Brad recommended not to put any further funds into Allspring, and he would bring a growth manager analysis at the next meeting. The Board further discussed the concentration of the index. Note: Steve Rissler left at 11:29AM and returned at 11:33AM 11. Brad Hess reviewed the international equity portfolio and recommended to equalize the managers. The Board voted to approve a $700.000 redemption from Polaris and move 50% of the proceeds to GSIYX and 50% to RERGX, upon motion by Brian Canaday and second by Dave Foxall; motion carried by 3-0. 12. Brad Hess stated they were being acquired by Mariner, who had previously solely focused on individual wealth management. Brad stated 100% of their employees would come over to create Mariner Institutional. Brad stated he would continue to be on the plan and there were no changes to the support staff or research team. Brad stated from a SEC perspective this was a change in control, which required the Board's consent. Brad stated the partners were not selling their equity positions but gaining ownership in the new firm. Scott Christiansen explained the Board was still contracted with AndCo, but the firm name was changing. Scott recommended to update the contract with the new firm name. The Board authorized the Chairman to sign the AndCo Consent agreement and authorize Scott Christiansen to update the contract. upon motion by Steve Rissler and second by Dave Foxall: motion carried 3-0. 6

d. Christiansen & Dehner, Scott Christiansen, Board Attorney i. Scott Christiansen reviewed the financial disclosure forms and confirmed they were still due each July 1 st, but the forms would be done online through the EFDMS site. Scott stated Form 6 did not apply to pension board trustees, it was for elected officials only. ii. Scott Christiansen reviewed the declaration of return requirement and Brad Hess confirmed 7% was a reasonable rate of return. The Board voted the declaration of returns for the plan shall be 7 .00% for the next year, the next several years, and the lon& -term thereafter net of investment related expenses, upon motion by Dave Foxall and second by Steve Rissler; motion carried 3- 0. iii. Scott Christiansen stated there were no proposed changes to Chapter 175 pension plans. Scott stated there might be a new exemption for public records, which would include veterans. Scott stated there might be an impact on future State Monies due to a potential credit to insurance policy holders. iv. Scott Christiansen reminded the Board House Bill 3 passed which mandated the plan to file a comprehensive report. Scott confirmed the plan was compliant. v. Scott Christiansen stated he would be retiring on August 1, 2024, and he was proposing to transition all of his clients to Klausner, Kaufman, Jensen & Levinson (KKJL). Scott stated Adam Levinson would be the attorney assigned to the plan and he would bring Adam to the next meeting. Scott stated Debbie McCord would also become a full-time staff member of KKJL. The Board discussed the location of KKJL. 7. Old Business- None. 8. ConsentAgenda a. Invoices for ratification i. Warrant #44 1. FPPTA, invoice #10837, $1,800.00 2. Christiansen & Dehner, invoice #36054, $154.80 3. FPPTA, invoice #10991, $750.00 4. FPPTA, invoice #11057, $850.00 5. FPPTA, invoice #11059, $150.00 6. RBC Global Asset Management invoice #20231130-148-B, $109.96 7. And Co, invoice #46420, investment consulting $11,875.00 8. Christiansen & Dehner, invoice #36105, $1,430.40 9. Integrity Fixed Income Management, invoice #357166, $7,694.73 10. Brandywine Global, invoice #BW_10007_1, $11,774.15 11. Foster & Foster, invoice #29759, $2,511.09 12. Christiansen & Dehner, invoice #36141, $1,032.00 7

13. Salem Trust, 4th quarter fees, custodial services (AUTO DEDUCT) $5,401.76 14. Foster & Foster, invoice #30002, $2,400.00 15. Corey Phipps, reimburse mileage, hotel and per diem for Winter Trustee School, $1,007.29 16. Steve Rissler, reimburse mileage, hotel and per diem for Winter Trustee School, $739.54 b. New invoices for payment approval- None. c. Fund activity report for November 28, 2023 - February 27, 2024 The consent agenda was approved as presented, upon motion by Brian Canaday and second by Steve Rissler: motion carried 3-0. 9. Staff Reports a. Foster & Foster, Ferrell Jenne, Plan Administrator i. Educational opportunities 1. Ferrell Jenne reviewed the upcoming FPPTA annual conference. 2. Ferrell Jenne stated they had completed the State Annual Report and were waiting on the audit for submittal. 3. Ferrell Jenne introduced Tiffany Fair and explained she was a new plan administrator for the firm. Tiffany lives in Tampa and would be attending meetings in the area. 10. Trustees' Reports, Discussion, and Action - None. 11. Adjournment-The meeting adjourned at 12:02PM. 12. Next Meeting - June 3, 2024, Quarterly Meeting at 9:30AM. This pension board meeting has been recorded. If you wish to obtain details on specific discussions that took place during this meeting, a copy of the recording will be provided upon receipt of a public records request. App ~ Brian Canaday, Chairman Date Approved by the Pension Board: 8

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CITY OF BRADENTON FIREFIGHTERS’ RETIREMENT SYSTEM

PENSION BOARD OF TRUSTEES QUARTERLY MEETING

FIRE STATION#1

1010 9TH AVENUE W, BRADENTON, FL 34205

AGENDA

Tuesday, March 5, 2024 – 9:30AM

Pursuant to Chapter 286, F.S., if an individual decides to appeal any decision made with respect to any

matter considered at a meeting or hearing, that individual will need a record of the proceedings and will

need to ensure that a verbatim record of the proceedings is made. In accordance with the Americans with

Disabilities Act, persons needing assistance to participate in any of these proceedings should contact City of

Bradenton ADA/Title VI Coordinator at (941) 932-9400 or adacoordinator@cityof bradenton.com prior to

the meeting.

I. CALL TO ORDER/ROLL CALL/DETERMINATION OF A QUORUM

II. PUBLIC COMMENTS

III. APPROVAL OF MINUTES

1\. December 4, 2023 quarterly meeting

IV. NEW BUSINESS

1\. SEC fair fund distributions

V. REPORTS (ATTORNEY/CONSULTANTS)

1\. Walters & Associates, Maureen Pingree, Board Auditor

a. September 30, 2023 audit report

2\. Foster & Foster, Sara Carlson, Board Actuary

a. October 1, 2023 valuation report

b. Update on cost study

3\. AndCo Consulting, Brad Hess, Investment Consultant

a. Quarterly report as of December 31, 2023

b. Flash report as of January 31, 2024

c. Private debt primer

d. Update on AndCo

4\. Christiansen & Dehner, Scott Christiansen, Board Attorney

a. Electronic financial disclosure form

b. Legislative update

c. Update on Christiansen & Dehner