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HomeMy WebLinkAboutAgenda Police Pension 021814Agenda City of Palm Beach Gardens Police Officers' Pension Fund MEETING OF FEBRUARY 18, 2014 LOCATION: City Council Chambers' 10500 North Military Trail Palm Beach Gardens, FL 33410 TIME: 9 AM 1. Call Meeting To Order 2. Roll Call: • Jay Spencer, Chairman • David Pierson, Secretary • Brad Seidensticker, Trustee • Greg Mull, Trustee • Marc Glass, Trustee 3. Salem Trust Bank - (Karen Russo & Brad Rinsem) 4. Investment Manager Report - ICC Capital (Steve Stack) 5. Investment Consultant Report - Thistle Asset Consulting (John McCann) 6. Attorney Report - Law Offices of Perry & Jensen (Bonni Jensen) ■ Proposed Fee Increase Letter ■ Memo - IRS Mileage Rate for 2014 7. Administrator Report - Resource Centers (Audrey Ross) • Ratification of the 2014 Fiduciary Liability Insurance Renewal • Ratification of the 9/30/2013 Audit Engagement Letter (Cherry Bekaert) • GRS Supplemental Study Regarding Plan Changes 8. Approval of Minutes • October 18, 2013 Regular Meeting 9. Disbursements 10. Benefit Approvals 11. Financial Statements 12. Other Business 13. Public Comments 14. Adjourn Next Meetinn Date: Friday April 18, 2014 @ 9AM PLEASE NOTE: Should any interested party seek to appeal any decision of this Board with respect to any matter considered at such meeting or hearing, s/he will need a record of the proceedings and for such purpose may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. In accordance with the Americans With Disabilities Act of 1990, persons needing a special accommodation to participate in this meeting should contact the The Pension Resource Center, LLC no later than four days prior to the meeting. M N I MX, UMN January 13, 2014 Karen Russo Salem Trust Company 455 Fairway Drive, Suite 103 Deerfield Beach, FL 33441 Dear Karen, Due to the problems with your system conversion, a few of our mutual clients were unable to receive their reports in a timely manner and have been forced to hold special meetings as a result. Consequently, the Boards for the Cooper City General Retirement Plan, the Palm Beach Gardens Police Pension, and the Bal Harbour Police Pension fund have asked us to write this letter requesting a 33% refund of your fee for the quarter ended June 30, 2013, and a 100% refund of your fee for the quarter ended September 30, 2013. Thank you for your attention to this matter. Sincerely, John McCann, CIMA° Palm Beach Gardens Police Pension Fund Executive Summary Report Table of Contents SECTION PAGE Market Snapshot 1 Index Comparisons 2 Compliance Report 3 Total Portfolio Pie Chart 4 Manager Pie Chart 5 Asset Allocation Table 6 Gain/Loss Table 7 Total Ranks Table 8 Manager Ranks 9 Scatterplot Graphs: Total Fund Graph 11 Rhumbline Equities Graph 12 ICC Fixed income Graph 13 Beta Graph 14 Alpha Graph 15 Beta/ Alpha Table 16 Batting Average Graph 17 Batting Average/R-Squared Table 18 Other Managers' Page 19 Page 2 Index Comparison December 31, 2013 -10.00 0.00 10.00 20.00 30.00 40.00 50.00 3 Months Last 12 Months Last 3 Years (Annualized) Re t u r n ( % ) Barclays Gov/Credit Bond Barclays Gov/Credit-Intermediate S&P 500 Russell 1000 Growth Russell 1000 Value Russell 2000 Growth Russell 2000 Value Russell 3000 MSCI EAFE 10.51%S&P 500 -0.03% BCGC 43.30%R2000G 16.82%R2000G 2.91% BCIGC-2.35%BCGC 1. 2. 3. 1. 2. 3. 4. 5. 6. 1. 2. 3. 4. 5. 6. Page 3 Is the minimum quality rating of the domestic bond investments BBB from Standard & Poor's or BAA from Moody's? Did the fixed income return, over the trailing 5-year period, rank in the top 40% of the Mobius Broad Fixed Income Universe? [74th] Did the total return of the fund over the trailing 3-year period equal or exceed 7.3% (actuarial assumption rate of return)? [11.18 vs. 7.30] TOTAL FIXED INCOME Did the fixed income return, over the trailing 3-year period, exceed the 89% BCGC and 11% Non-US World Gov't Bond? [3.14 vs. 2.99] Is the amount invested in any single security less than or equal to 5% of the market value of the total equity portfolio? Is the amount invested in any single industry less than or equal to 20% of the market value of the total equity portfolio? Did the fixed income return, over the trailing 5-year period, exceed the BCGC? [4.21 vs. 4.23] Did the fixed income return, over the trailing 3-year period, rank in the top 40% of the Mobius Broad Fixed Income Universe? [69th] Is the amount invested in any single security (with exception of U.S. Government and its agencies) less than or equal to 5% of the market value of the total fixed income portfolio? Palm Beach Gardens Police Pension Fund Compliance Report December 31, 2013 YES NO Did the equity return, over the trailing 3-year period, exceed the 38.4% S&P 500, 15.4% S&P 400, 15.4% S&P 600, 15.4% R1000G index and 15.4% EAFE? [15.33 vs. 15.38] Did the equity return, over the trailing 5-year period, exceed the 38.4% S&P 500, 15.4% S&P 400, 15.4% S&P 600, 15.4% R1000G index and 15.4% EAFE? [19.48 vs. 18.79] Did the equity return, over the trailing 3-year period, rank in the top 40% of the Mobius 38.4% Broad Large Cap, 15.4% Mid Cap, 15.4% Small Cap, 15.4% Broad Large Cap Growth and 15.4% International Universe? [9th] Did the equity return, over the trailing 5-year period, rank in the top 40% of the Mobius 38.4% Broad Large Cap, 15.4% Mid Cap, 15.4% Small Cap, 15.4% Broad Large Cap Growth and 15.4% International Universe? [11th] TOTAL FUND Did the total return, over the trailing 3-year period, exceed the policy, which is comprised of 25% S&P500, 10% S&P400, 10% S&P600, 10% R1000G, 10% EAFE, 29% BCGC , 4% Non US $ World Gov. Bond & 2% RE? [11.18 vs. 11.26] TOTAL EQUITY Did the total return, over the trailing 3-year period, rank in the top 40% of the Universe comprised of 25% Mobius Broad Large Core, 10% Mid Cap, 10% Small Cap, 10% Broad Large Cap Growth, 10% International Equity, 29% Broad Fixed, 4% International Fixed Income & 2% NCREIF? [46th] 1. J. Andrew Richey's shares were purchased by ICC existing shareholders. 2. No 3. Vittorio Fratta, CFA, assistant portfolio left ICC to pursue other carrer opportunities. 4. ICC lost roughly 8% of its total AUM. 5. ICC gained roughly 4% of its total AUM. 6. No 7. No 8. No 9. 0% 10. No 11. Steve Stack, CCO/COO Page 3a Manager Compliance Questionnaire December 31, 2013 Have there been any changes in your organization? Have you undergone any change in ownership or control? Are you invested in any unhedged and/or levereged derivatives? What percentage of equity is international? The manager must immediately notify the Board and the Consultant when the international exposure reaches ten percent (10%). An explanation will be needed as to why the manager is changing their discipline. (This does not apply to managers that are 100% international equity and to those that have been previously given permission by the board and the consultant) Are you invested in any companies on the SBA's website? (Please review list of scrutinized companies on the following website: http://www.sbafla.com/fsb/Home/ProtectingFloridasInvestmentAct/tabid/751/Default.aspx Name of person completing this form (please include company name)? Have there been any changes in your investment philosophy? Have there been any changes in your staff of investment professionals? Have you lost a substantial amount of business (amount of percentage of assets under management)? Have you gained a substantial amount of business (amount of percentage of assets under management)? Have there been any new investigations begun by any state or federal government or their agencies, or any charges filed, with regard to any division or unit of your company, and in particular anyone who directly or indirectly performs services for this client? Please provide details (if there is any doubt, please err on the side of providing too much information). For managers, with fixed income portfolios that we monitor, are you currently invested in commercial mortgage backed securities (CMBS)? (If yes, please give % of fixed portfolio) 1. We have not experienced any organiazational or ownership changes during 4th QTR 2013. 2. No. 3. No. 4. No. 5. No. 6. None. 7. For our Core Bond Pooled Index Fund, the % of commercial mortgage backed securities was 2.52% as of December 31, 2013. 8. No. 9. Not Applicable. 10. No. 11. Sarah Duncan, RhumbLine Advisers Page 3b Manager Compliance Questionnaire December 31, 2013 Have there been any changes in your organization? Have you undergone any change in ownership or control? Are you invested in any unhedged and/or levereged derivatives? What percentage of equity is international? The manager must immediately notify the Board and the Consultant when the international exposure reaches ten percent (10%). An explanation will be needed as to why the manager is changing their discipline. (This does not apply to managers that are 100% international equity and to those that have been previously given permission by the board and the consultant) Are you invested in any companies on the SBA's website? (Please review list of scrutinized companies on the following website: http://www.sbafla.com/fsb/Home/ProtectingFloridasInvestmentAct/tabid/751/Default.aspx Name of person completing this form (please include company name)? Have there been any changes in your investment philosophy? Have there been any changes in your staff of investment professionals? Have you lost a substantial amount of business (amount of percentage of assets under management)? Have you gained a substantial amount of business (amount of percentage of assets under management)? Have there been any new investigations begun by any state or federal government or their agencies, or any charges filed, with regard to any division or unit of your company, and in particular anyone who directly or indirectly performs services for this client? Please provide details (if there is any doubt, please err on the side of providing too much information). For managers, with fixed income portfolios that we monitor, are you currently invested in commercial mortgage backed securities (CMBS)? (If yes, please give % of fixed portfolio) Fixed Income 25% Palm Beach Gardens Police Pension Fund Total Assets December 31, 2013 Real F,state C'a.al/ ■ Equities ■ Fixed Income ■ Real Estate Lshj quities 70% Page 4 Palm Beach Gardens Police Pension Fund Total Assets December 31, 2013 r%'r FiYod A---,:--- V —11 Intl. Bonds 2% ICC Lg. Grc 13% ine S&P500 ?7% :humbline S&P400 11% 8% 12% ■Rhumbline S&P500 ■Rhumbline S&P400 ■Rhumbline S&P600 OIntl. Equity ■ICC Lg. Growth ■Intl. Bonds ■ICC Fixed OAmerican Realty CIlistle wt Crolmultitig Page 5 Palm Beach Gardens Police Pension Fund Performance Evaluation Summary December 31, 2013 Manager Equities Fixed Income Real Estate Cash Total % of Total Rhumbline S&P500 $18,064,000 $0 $0 $0 $18,064,000 26.6% of Rhumbline S&P400 $7,602,000 $0 $0 $0 $7,602,000 11.2% 10.0� Rhumbline S&P600 $8,016,000 $0 $0 $0 $8,016,000 11.8% 10.0% Intl. Equity $5,406,000 $0 $0 $0 $5,406,000 8.0% 10.01 ICC Lg. Growth $8,761,000 $0 $0 $0 $8,761,000 12.9% 10.0% Intl. Bonds $0 $1,509,000 $0 $0 $1,509,000 2.2% 4.0% ICC Fixed $0 $15,459,000 $0 $1,166,000 $16,625,000 24.5% ?Q. 0 American Realty $0 $0 $1,981,000 $0 $1,981,000 2.9% . O(T Total $47,849,000 $16,968,000 $1,981,000 $1,166,000 $67,964,000 100.0% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 100.0 - - - - - - - - - - - - - - - - - - - - % of Total 70.4% 25.0% 2.9% 1.7% 100.0% Target % 65.0% 33.0% 2.0% 0.0% 100.0% C',11Wk Asut LungultingW Page 6 Por olio Total Fund Total Equities ICC Large Growth Rhumbline S&P 500 Rhumbline S&P 400 Rhumbline S&P 600 International Equity International Bonds ICC Fixed Income Real Estate ------------------------------ �hT�tic Palm Beach Gardens Police Pension Fund Performance Evaluation Summary December 31, 2013 Last Qtr. MV Net Flows $63,580,000 $43,022,000 $7,337,000 $16,350,000 $7,021,000 $7,297,000 $5,016,000 $1,502,000 $15,488,000 $1,672,000 -------------------- $18,000 $554,000 $527,000 $0 $0 $0 $0 $0 -$29,000 $240,000 ---------------- Inv GO This Qtr. MV $4,366,000 $67,964,000 $4,273,000 $47,849,000 $896,000 $8,761,000 $1,714,000 $18,064,000 $582,000 $7,602,000 $719,000 $8,016,000 $389,000 $5,406,000 $7,000 $1,509,000 $1,000 $15,459,000 $69,000 ------------------------------------------ $1,981,000 Page 7 Palm Beach Gardens Police Pension Fund Performance Evaluation Summary December 31, 2013 Current Fiscal Year uarter FYTD One Year Three Years Five Years 2013 2012 2011 2010 2009 TOTAL FUND (Net of Fees)[Inception 3-31-19921 Return 6.87% 6.87% 20.89% 11.18 % 13.53 % 14.53% 18.63 % 0.22 % 10.09 % 5.62% Ranking (*) 14 14 55 46 73 79 86 34 38 6 Policy Return 5.97 % 5.97 % 19.79 % 11.26 % 13.96 % 14.21 % 19.60 % 1.76 % 10.82 % 1.64 % Policy Ranking (*) 64 64 79 41 59 85 70 5 a 54 TOTAL EQUITIES(Net of Fees)[Inception 6-30-2000] Return 9.85% 9.85% 34.14% 15.33 % 19.48% 24.43% 28.59% -2.62 % 12.36% -1.00% Ranking (***) 11 11 13 9 11 25 8 51 15 20 Policy Return (38.4 % S&P500, 15.4%S&P400, 15.4%S&P600, 15.4 % R1000G, 15.4 % EAFE) 9.32 % 9.32% 32.71 % 15.38 % 18.79 % 23.27% 27.80 % -0.50 % 11.44 % -4.36 % Policy Ranking (***) 39 39 37 8 28 49 21 11 29 71 TOTAL FIXED INCOME(Net of Fees)[Inception 3-31-1994](International Fixed Inception 9-30-2010) Return 0.03% 0.03% -2.94 % 3.14% 4.21 % -2.93 % 5.83% 4.78 % 7.63 % 11.10 % Ranking (Broad Fixed) 69 69 69 69 74 75 71 14 45 53 Policy Return (89 % BCAB and 11 % Non -US World Gov't Bond) -0.26 % -0.26 % -2.30 % 2.99 % 4.23 % -2.12 % 4.98 % 5.21 % 7.79 % 11.19 % Policy Ranking (Broad Fixed) 82 82 59 71 74 61 76 10 44 53 * 25 % Broad Large Cap Core, 10 % Mid Cap, 10 % Small Cap, 10 % Broad Large Growth, 10 % International, 4 % Intl. Bond, 29 % Broad Fixed & 2 % RE ** 25 % S&P500, 10 % S&P400, 10 % S&P600, 10 % R1000G, 10 % EAFE, 4 % Intl. Bond, 29 % BCAB & 2 % NCREIF *** 38.4 % Broad Large Cap Core, 15.4 % Mid Cap, 15.4 % Small Cap, 15.4 % Broad Large Cap Growth, 15.4 % International Gold indicates equal to or beat the index, or in upper 40 % of universe Red indicates bottom 40 % of universe T11istte Asset T811 11ltittg Page 8 Current Fiscal Year Quarter FYTD One Year Three Years Five Years 2013 2012 2011 2010 2009 10.48%10.48%32.29%16.18%17.95%19.31%30.17%1.19%10.21%-6.49% Ranking (Br.Large Cap Core)34 34 52 28 40 66 21 20 29 55 10.51%10.51%32.39%16.18%17.94%19.34%30.20%1.15%10.16%-6.91% Policy Ranking (Br.Large Cap Core)30 30 50 28 41 66 20 20 30 62 8.28%8.28%33.36%15.74%21.95%27.56%28.90%-1.17%17.77%-2.77% 67 67 56 36 25 46 28 26 12 100 8.33%8.33%33.50%15.64%21.89%27.68%28.54%-1.28%17.78%-3.10% 66 66 55 37 26 44 30 27 12 100 9.85%9.85%41.21%18.40%21.29%31.40%33.27%0.21%14.14%-10.54% Ranking (Broad Small Cap)25 25 24 14 39 39 18 26 37 86 9.83%9.83%41.32%18.42%21.37%31.52%33.35%0.21%14.21%-10.61% Policy Ranking (Broad Small Cap)25 25 24 14 38 37 18 26 36 86 11.65%11.65%39.99%15.36%22.22%28.72%27.52%-6.48%14.62%15.30% Ranking (Broad Large Cap Growth)16 16 7 53 12 1 55 94 8 1 10.44%10.44%33.49%16.45%20.39%19.27%29.18%3.78%12.65%-1.85% 48 48 55 30 27 73 40 14 20 35 7.76%7.76%25.22%9.59%15.31%23.71%19.38%-11.11%9.09%2.30% 17 17 18 16 20 28 20 50 32 48 5.75%5.75%23.29%8.66%12.96%24.29%14.33%-8.94%3.71%3.79% 58 58 26 25 43 24 68 25 65 39 Page 9 Return Policy (R1000G) Policy (S&P 600) Ranking (Broad Mid Cap) ICC LARGE CAP GROWTH EQUITY PORTFOLIO(Inception 9-30-2007) Return Policy Ranking (Broad Mid Cap) INTERNATIONAL EQUITY(Inception 9-30-2006) Return Ranking (International Equity) Policy (MSCI EAFE) Return Gold indicates equal to or beat the index, or in upper 40% of universe Policy (S&P 400) Red indicates bottom 40% of universe Policy Ranking (Broad Large Cap Growth) Policy Ranking (International Equity) Return Palm Beach Gardens Police Pension Fund Performance Evaluation Summary December 31, 2013 RHUMBLINE S&P 500 EQUITY PORTFOLIO(Inception 6-30-2000) RHUMBLINE S&P 400 EQUITY PORTFOLIO(Inception 12-31-2002) Policy(S&P500) RHUMBLINE S&P 600 EQUITY PORTFOLIO(Inception 10-31-2003) Palm Beach Gardens Police Pension Fund Performance Evaluation Summary December 31, 2013 Current Fiscal Year uarter FYTD One Year Three Years Five Years 2013 2012 2011 2010 2009 ICC FIXED INCOME PORTFOLIO (Inception 3-31-1994) Return -0.02% -0.02% -2.82 % 3.20 % 4.20 % -2.54 % 6.07% 5.66% 8.10 % 11.96% Ranking (Broad Fixed) 72 72 67 68 75 69 69 8 42 46 Policy(BCAB) -0.14% -0.14% -2.02% 3.27% 4.45% -1.68% 5.16% 5.29% 8.17% 10.56% Policy Ranking (Broad Fixed) 78 78 55 66 72 53 75 9 41 57 INTERNATIONAL FIXED INCOME PORTFOLIO (Inception 9-30-2010) Two Years Three Years Return 0.47% 0.47% -4.04% 2.74% 2.33% -2.82% 7.89% 0.33 % n/a n/a Policy (Non -US World Bond) -1.24 % -1.24 % -4.57% -1.58 % 0.62 % -5.65 % 3.46 % 4.14 % n/a n/a AMERICAN REALTY PORTFOLIO(Inception 6-30-2012) Inception Return 3.62 % 3.62 % 12.62% 11.53% n/a 11.10 % n/a n/a n/a n/a Policy (NCREIF) NA NA 8.25 % 8.87 % n/a 11.00 % n/a n/a n/a n/a NA=Not Available Gold indicates equal to or beat the index, or in upper 40 % of universe Red indicates bottom 40 % of universe �h,Wk. ref rmul#tng ot Page 10 December 31, 2013 EXPLANATION OF RISK/REWARD SCATTERPLOT GRAPHS The crossing lines represent the 5-year return (horizontal line) and 5-year standard deviation or volatility or risk (vertical line) of the index against which the Fund is being measured. Each point represents the Fund's 5-year return (vertically) and standard deviation or volatility (horizontally), relative to the index. If a point is in the southwest quadrant, for example, the 5-year return of the Fund has been less than (below) the index line, and the 5-year standard deviation (volatility) has also been less than (to the left of) the index line. There are four points, one for each of the last four quarters. The earliest one is the smallest and the quarter just ended being the largest. Each point shows the 5-year relative position of the Fund versus the index for that quarter. The movement of the points shows the trend, or direction, over time. As noted in the graph, the best place to be is the northwest quadrant (less risk and a higher return); the worst place to be is the southeast quadrant (more risk and a lower return). E1i�tir Awl (follollin Palm Beach Gardens Police Pension Fund Total Fund Trailing 5-Years (versus 25% S&P500, 10% S&P400, 10% S&P600, 10% R1000G, 10% EAFE, 4% Non -US World Bond, 29% BCGC, 2% RE) 3 December 31, 2013 Good Aggressive • Conservative Bad -3 0 Risk (Difference in Standard Deviations) • 12/31/2013 4 913012013 ❑ 613012013 ♦ 313112013 I M W ' Ilide wt 6115111ting Page 11 3 Palm Beach Gardens Police Pension Fund Total Equity Trailing 5-Years (versus 38.4% S&P 500, 15.4% S&P 400, 15.4% S&P 600, 15.4% R1000G & 15.4% Intl. ) December 31, 2013 Good Aggressive Conservative Bad -3 0 Risk (Difference in Standard Deviations) • 12/31/2013 0913012013 0613012013 ♦ 313112013 I 3 Lhistlr Autt cuttoullinq Page 12 3 Palm Beach Gardens Police Pension Fund Total Fixed Income 5-Year Trailing (versus 89% BCGC, 11 % Non -US World Gov't Bond) December 31, 2013 Good Aggressive AL El Conservative Bad -3 0 Risk (Difference in Standard Deviations) 12/31/2013 0913012013 0613012013 ♦ 313112013 I 04 (? fli�tty .kgrt ��1rP llftitll�+ i 3 Page 13 Dec-13 Sep-13 Jun-13 Mar-13 Palm Beach Gardens Police Pension Fund Beta: Trailing 5-Year Risk (or Inception ifLess) December 31, 2013 0.30 0.40 0.50 0.60 0.70 0.80 0.90 1.00 1.10 1.20 ■ Total Fund ❑ Large Cap ❑ Mid Cap ❑ Small Cap ■ Total Fixed ❑ International ■ Large Growth W 0ltistle Asset Grnnsniting W Page 14 Palm Beach Gardens Police Pension Fund Alpha: Trailing 5-Year Reward (or Inception ifLess) December 31, 2013 TOTAL FUND & INDIVIDUAL MANAGERS 12.0 10.0 8.0 6.0 4.0 2.0 0.0 -2.0 Dec-13 Sep-13 Jun-13 Mar-13 ■ Total Fund ❑ Large Cap ❑ Mid Cap ❑ Small Cap ® Total Fixed ❑ International ■ Large Growth ►iill�t�P5�faIII�tlri Page 15 Palm Beach Gardens Police Pension Fund Alpha & Beta: 5-Years Trailing (or Inception if Less) December 31, 2013 BETA Current Policy Dec-13 Sep-13fun-13 Mar-13 Total Fund * 0.89 0.86 0.88 0.88 Managers, Fixed Income Total Fixed BCAB 0.88 0.83 0.91 0.88 Managers, Equities Large Cap S&P500 1.00 0.99 0.99 0.99 Mid Cap S&P400 1.00 0.99 0.99 0.99 Small Cap S&P600 0.99 0.99 0.99 0.99 International EAFE 0.37 0.37 0.41 0.41 Large Growth R1000G 1.13 1.06 1.08 1.10 Real Estate NCREIF -0.35 ALPHA Total Fund 1.08% 1.56% 0.90% 0.99% Managers, Fixed Income Total Fixed BCAB 0.50% 0.74% -0.13% 0.36% Managers, Equities Large Cap S&P500 0.090/0 0.17 % 0.19 % 0.19 % Mid Cap S&P400 0.14% 0.21 % 0.20% 0.21 % Small Cap S&P600 0.07% 0.06% -0.07% 0.04% International EAFE 10.48% 5.41% 1.16% 1.11% Large Growth R1000G -0.83% 2.42 % 1.05 % 1.51 % Real Estate NCREIF 14.59% * 25 % S&P 500, 10 % S&P400, 10 % S&P600, 10 % R1000G, 10 % SAFE, 4 % Non -US World Gov't Bond, 29 % BCAB, 2 % RE W1 Auct T0116111fllllo i Page 16 100 90 80 70 60 50 40 30 20 10 0 Palm Beach Gardens Police Pension Fund Batting Average: 5--Years Trailing (or Inception ifLess) December 31, 2013 TOTAL FUND & INDIVIDUAL MANAGERS Dec-13 Sep-13 Jun-13 Mar-13 ■ Total Fund ❑ Large Cap ❑ Mid Cap ❑ Small Cap ■ Total Fixed ■ International ■ Large Growth (;hitle��ef �unrtltin� Page 17 Palm Beach Gardens Police Pension Fund Batting Average: 5--Years Trailing (or Inception ifLess) December 31, 2013 BATTING A VERAGE Current Policy Dec-13 Sep-13fun-13 Mar-13 Total Fund 30.00 30.00 30.00 35.00 Managers, Fixed Income Total Fixed BCAB 55.00 50.00 50.00 55.00 Managers, Equities Large Cap S&P500 45.00 50.00 55.00 60.00 Mid Cap S&P400 55.00 60.00 60.00 60.00 Small Cap S&P600 30.00 30.00 30.00 35.00 International EAFE 60.00 55.00 55.00 55.00 Large Growth R1000G 50.00 50.00 50.00 55.00 Real Estate NCREIF 50.00 40.00 40.00 R-SQUARED Total Fund 0.98 0.98 0.98 0.98 Managers, Fixed Income Total Fixed BCAB 0.81 0.84 0.77 0.74 Managers, Equities Large Cap S&P500 1.00 1.00 1.00 1.00 Mid Cap S&P400 1.00 1.00 1.00 1.00 Small Cap S&P600 1.00 1.00 1.00 1.00 International EAFE 0.21 0.22 0.28 0.28 Large Growth R1000G 0.93 0.92 0.92 0.92 Real Estate NCREIF 0.38 0.44 0.44 25 % S&P 500, 10 % S&P4001 10 % S&P600, 10 % R1000G, 10 % EAFE, 4 % Non -US World Gov't Bond, 29 % BCAB, 2 % RE 1''Ilide Awt T011511ttiq W Page 18 Qtr YTD 1Yr 3Yr 5Yr 10Yr Advanced Investment Partners - Large Cap - Gross Size 11.60 11.60 38.50 17.85 18.69 8.87 Atlanta Capital Management Co., LLC - High Quality Growth Plus - Gross Size 12.20 12.20 31.28 14.26 18.84 7.77 ICC Capital Management, Inc - Core Value - Gross Size 10.17 10.17 33.18 13.46 16.26 7.49 Logan Capital Management - Large Core 60/40 - Gross Size 11.21 11.21 30.96 16.10 21.00 9.91 Madison Investment Advisors, Inc. - Large Cap Equity (Instl) - Gross Size 10.00 10.00 30.52 15.03 17.79 7.27 Rhumbline Advisers Corporation - Russell 1000 Index Fund - Gross Size 10.20 10.20 33.01 15.61 18.25 7.68 Valley Forge Asset Management - Large Cap Core - Gross Size 8.62 8.62 21.45 11.60 12.57 7.57 Russell 1000 10.23 10.23 33.11 16.30 18.59 7.78 S&P 500 10.51 10.51 32.39 16.18 17.94 7.41 Dana Investment Management - Large Growth - Gross Size 11.00 11.00 35.03 16.61 18.72 9.37 Denver Investment Advisors, LLC - Growth - Gross Size 10.71 10.71 34.30 16.23 20.84 8.53 Garcia Hamilton & Associates - Quality Growth - Gross Size 10.91 10.91 28.27 13.16 17.94 6.84 ICC Capital Management, Inc - Large Cap Growth Equity - Gross Size 10.96 10.96 36.73 14.42 21.14 7.56 Logan Capital Management - Large Cap Growth - Gross Size 12.15 12.15 37.16 14.02 23.42 9.23 Montag & Caldwell, Inc. - Large Cap Growth - Gross Size 10.99 10.99 28.92 15.22 17.00 8.30 Polen Capital Management - Large Cap Growth - Gross Size 11.54 11.54 23.88 14.98 19.70 9.35 Rhumbline Advisers Corporation - Russell 1000 Growth Index Fund - Gross Size 10.36 10.36 33.35 16.43 20.40 7.87 Sawgrass Asset Management, LLC - Large Cap Growth Equity - Gross Size 11.21 11.21 35.53 19.18 19.22 8.22 Silvant Capital - Select LCG Stock - Grosss Size 11.91 11.91 32.60 12.77 17.03 8.01 Russell 1000 Growth 10.44 10.44 33.48 16.45 20.39 7.83 S&P 500/Citigroup Growth 11.15 11.15 32.75 16.77 19.24 7.69 Rhumbline Large Cap(FYE)10.48 10.48 32.29 16.18 17.95 7.52 Rhumbline Mid Cap(FYE)8.28 8.28 33.36 15.74 21.95 10.47 Rhumbline Small Cap(FYE)9.85 9.85 41.21 18.40 21.29 10.74 International Equity(FYE)7.76 7.76 25.22 9.59 15.31 n/a ICC Large Growth(FYE)11.65 11.65 39.99 15.36 22.22 n/a Page 19 Performance of Other Managers December 31, 2013 CORE EQUITY GROWTH EQUITY Qtr YTD 1Yr 3Yr 5Yr 10Yr BRC Investment Management Large Cap Value - Gross Size 10.43 10.43 33.19 17.88 18.55 11.36 Buckhead Capital Management - Value Equity - Low P/E - Gross Size 9.08 9.08 28.87 13.85 14.81 6.52 Ceredex Value Ad Large Cap Value 9.75 9.75 35.28 16.28 18.69 9.76 Eagle Asset Management - Value - Institutional - Gross Size 9.55 9.55 39.85 16.01 17.49 8.91 Earnest Partners - Large Cap Value - Gross Size 10.38 10.38 31.96 12.07 17.21 8.05 ICC Capital Management, Inc - Core Value - Gross Size 10.17 10.17 33.18 13.46 16.26 7.49 Missouri Valley Partners - Large Cap Value - Gross Size 9.08 9.08 31.57 15.10 15.05 6.21 Rhumbline Advisers Corporation - Russell 1000 Value Index Fund - Gross Size 10.02 10.02 32.54 16.06 16.7 7.65 The Boston Company Asset Mgmt., LLC - US Large Cap Value Equity Management 11.34 11.34 39.15 16.25 18.07 9.73 RBC Global Asset Management, Inc. - Large Cap Value - Gross Size 9.29 9.29 29.43 15.87 16.14 8.79 RNC Genter Capital - Dividend Income Equity - Gross Size 8.55 8.55 28.08 15.79 16.51 9.03 Westwood Management Corporation - LargeCap Equity - Gross Size 9.20 9.20 30.70 15.15 14.73 9.21 Russell 1000 Value 10.01 10.01 32.53 16.06 16.67 7.58 S&P 500/Citigroup Value 9.83 9.83 31.99 15.62 16.61 7.03 Amalgamated Bank - LongView 400 MidCap Index Fund - Gross Size 9.38 9.38 34.75 15.99 22.11 10.46 Batterymarch Financial Mgmt., Inc. - US Mid Cap Russell - Gross Size 9.78 9.78 37.82 16.83 21.41 10.36 Chicago Equity Partners, LLC - Mid Cap Core Equity - Gross Size 9.41 9.41 35.36 18.20 24.05 9.92 Rhumbline Advisers Corporation - S&P 400 Index Fund - Gross Size 8.28 8.28 33.38 15.64 21.88 10.00 Robeco Investment Management, Inc. - BPAM Mid Cap Value Equity - Gross Size 11.63 11.63 41.04 19.76 24.94 13.56 Russell Midcap 8.39 8.39 34.76 15.88 22.36 10.22 S&P Midcap 400 8.33 8.33 33.50 15.64 21.89 10.36 Advanced Investment Partners 11.16 11.16 43.29 21.68 25.17 12.03 AtlantaCapital Management - High Quality SMID - Gross Size 9.50 9.50 37.64 19.29 23.67 Eagle Asset Management - SMID Core - Institutional - Gross Size 10.13 10.13 35.27 14.10 18.67 11.42 Earnest Partners - SMID Core - Gross Size 9.72 9.72 32.93 15.95 23.14 Kayne AndersonRudnick - SMID Core - Gross Size 9.03 9.03 31.60 15.81 19.56 8.66 New Amsterdam Partners - SMID Active Equity - Gross Size 8.90 8.90 44.18 23.20 24.11 13.38 Westwood Management Corporation - SMID Cap Equity - Gross Size 8.62 8.62 35.08 15.08 21.39 15.22 Russell 2500 8.66 8.66 36.80 16.28 21.77 9.81 Rhumbline Large Cap(FYE)10.48 10.48 32.29 16.18 17.95 7.52 Rhumbline Mid Cap(FYE)8.28 8.28 33.36 15.74 21.95 10.47 Rhumbline Small Cap(FYE)9.85 9.85 41.21 18.40 21.29 10.74 International Equity(FYE)7.76 7.76 25.22 9.59 15.31 n/a ICC Large Growth(FYE)11.65 11.65 39.99 15.36 22.22 n/a Page 20 Performance of Other Managers December 31, 2013 VALUE EQUITY MID-CAP EQUITY SMID-CAP EQUITY Qtr YTD 1Yr 3Yr 5Yr 10Yr Advanced Investment Partners - AllCap - Gross Size 12.00 12.00 37.18 19.10 19.47 8.30 BuckheadCaptial Management - All Cap - Gross Size 9.12 9.12 28.18 13.01 14.16 7.42 Chartwell Investment Partners - Premium Yield Equity - Gross Size 8.98 8.98 28.90 15.41 17.47 7.59 HGK Asset Management - All Cap - Gross Size 10.16 10.16 34.02 15.68 16.97 8.86 ICC Capital Management, Inc - Multi-Cap Eq. - Gross Size 7.58 7.58 20.58 7.24 14.95 10.57 Intrepid Capital Management, Inc. - Intrepid Multi-Cap Equity - Gross Size 3.94 3.94 18.10 10.07 15.97 9.00 Oak Ridge Investments, LLC - All-Cap - Gross Size 7.94 7.94 36.04 15.64 18.64 9.26 Russell 3000 10.10 10.10 33.55 16.24 18.71 7.88 Dow Jones Wilshire 5000 (Full Cap)10.11 10.11 33.09 15.98 18.59 7.98 Atlanta Capital Management Co., LLC - High Quality Small Cap - Gross Size 10.81 10.81 42.31 20.77 23.06 13.68 BuckheadCaptial Management - Small Cap Value - Gross Size 11.65 11.65 40.03 13.52 17.91 8.83 Ceredex - Value Ad Small Cap Value - Gross Size 9.84 9.84 36.36 16.32 23.03 13.16 DePrince, Race, Zollo, Inc. - Small Cap Value - Gross Size 9.84 9.84 33.67 15.99 23.53 10.71 Eagle Asset Management - Small Cap Core - Institutional - Gross Size 9.29 9.29 34.14 14.68 18.58 10.86 GW Capital, Inc. - Small Cap Value Equity - Gross Size 8.48 8.48 32.86 15.12 21.46 14.22 Intrepid Capital Management, Inc. - Intrepid Small Cap - Gross Size 4.18 4.18 13.79 9.02 15.82 11.15 Kayne Anderson Rudnick Invst. - Small Cap - Gross Size 7.36 7.36 30.09 17.63 21.86 11.71 Missouri Valley Partners 12.11 12.11 42.68 20.50 27.83 10.24 Sawgrass Asset Management, LLC - Small Cap Growth Equity - Gross Size 10.07 10.07 42.99 18.62 18.89 6.21 Silvant Capital - Small Cap Growth - Gross Size 8.99 8.99 46.28 19.84 23.59 10.06 Russell 2000 8.72 8.72 38.82 15.67 20.08 9.07 S&P SmallCap 600 9.83 9.83 41.31 18.42 21.37 10.65 American Realty Advisors - Core Equity Real Estate-Sep. Accts. - Gross Size 3.39 12.25 12.25 13.29 0.19 6.00 Intercontinental - US REIF - Gross Size 3.62 18.04 18.04 15.75 -0.80 JPMorgan Asset Management - Strategic Property Fund - Gross Size 4.15 14.95 14.95 15.12 2.17 8.29 Principal Global - Real Estate Core - Gross Size 2.91 13.35 13.35 15.27 1.11 6.89 Dow Jones Wilshire REIT Index -3.03 5.28 5.28 12.49 5.56 9.43 NCREIF Property Index 2.59 11.00 11.00 12.67 3.35 8.66 Altrinsic Global Advisors - International Equity - Gross Size 4.82 4.82 20.25 7.06 12.11 7.54 DePrince, Race, Zollo, Inc. - International Equity - Gross Size 5.13 5.13 16.41 4.39 13.98 7.63 Harding Loevner - International Equity - Gross Size 4.76 4.76 16.00 8.48 16.84 9.98 Harding Loevner - Emerging Mkts. Equity - Gross Size 4.77 4.77 5.66 3.40 17.88 13.95 ICC Capital Management, Inc - International ADR Equity - Gross Size 7.50 7.50 23.34 8.99 14.20 6.99 INVESCO - International EM Equity - Gross Size 1.59 1.59 -0.62 -7.23 12.30 OFI Institutional Asset Mgmt. - Emerging Mkts.Equity - Gross Size 3.97 3.97 9.76 3.70 21.50 The Boston Company Asset Mgmt., LLC - International Core Equity Management 8.89 8.89 29.77 12.02 14.90 8.31 Thornburg Investment Mgmt. - International Equity - Gross Size 4.52 4.52 16.81 6.24 13.02 9.71 WHV - WHV International Equity - Gross Size 6.53 6.53 14.58 3.98 16.68 13.66 MSCI EAFE 5.75 5.75 23.29 8.66 12.96 7.39 MSCI EMERGING MARKETS 1.86 1.86 -2.27 -1.74 15.15 11.52 Rhumbline Large Cap(FYE)10.48 10.48 32.29 16.18 17.95 7.52 Rhumbline Mid Cap(FYE)8.28 8.28 33.36 15.74 21.95 10.47 Rhumbline Small Cap(FYE)9.85 9.85 41.21 18.40 21.29 10.74 International Equity(FYE)7.76 7.76 25.22 9.59 15.31 n/a ICC Large Growth(FYE)11.65 11.65 39.99 15.36 22.22 n/a Page 21 Performance of Other Managers December 31, 2013 ALL CAP EQUITY SMALL CAP EQUITY REAL ESTATE (9/30/2013) INTERNATIONAL EQUITY Qtr YTD 1Yr 3Yr 5Yr 10Yr Atlanta Capital Management Co., LLC - High Quality Broad Market - Gross Size -0.30 -0.30 -1.89 2.84 3.30 4.49 Denver Investment Advisors - Core Bond Gov't/Corp. - Gross Size 0.02 0.02 -1.76 3.94 5.17 4.90 Eagle Asset Management - Core Fixed Institutional - Gross Size -0.81 -0.81 -3.05 3.23 4.78 4.67 Garcia Hamilton & Associates - Fixed Aggregate - Gross Size 0.97 0.97 0.08 5.21 7.16 6.31 ICC Capital Management, Inc - Core Fixed Income - Gross Size 0.12 0.12 -2.51 3.56 4.45 4.22 Integrity Fixed Income Mgmt, LLC - Core Fixed Income - Gross Size 0.27 0.27 -0.85 4.37 5.48 Montage & Caldwell Inc. - Core Fixed Income - Gross Size 0.02 0.02 -1.44 2.71 3.21 4.66 Sawgrass Asset Management, LLC - Core Fixed Income - Gross Size -0.06 -0.06 -1.63 3.54 4.93 4.98 RBC Global Asset Management, Inc. - Broad Market Core - Gross Size -0.05 -0.05 -1.68 3.53 5.87 4.41 Seix Advisors - Core Fixed Income - Gross Size -0.25 -0.25 -2.33 3.52 5.22 5.09 Wedge Capital Management - Core Fixed Income - Gross Size 0.14 0.14 -1.00 4.01 5.39 5.26 Barclays Aggregate Bond -0.14 -0.14 -2.02 3.26 4.44 4.55 Barclays Gov/Credit Bond -0.03 -0.03 -2.35 3.63 4.40 4.52 Barclays High Yield US Corporate Bond 3.58 3.58 7.44 9.32 18.93 8.62 Denver Investment Advisors - Intermediate Fixed - Gross Size 0.45 0.45 -0.13 3.76 5.17 4.75 Eagle Asset Management - Institutional Conservative - Gross Size -0.32 -0.32 -1.53 3.04 4.25 4.46 Garcia Hamilton & Associates - Intermediate Fixed Income - Gross Size 1.36 1.36 1.21 4.78 6.48 5.66 Integrity Fixed Income Mgmt, LLC - Intermediate Fixed Income - Gross Size 0.32 0.32 0.16 3.80 5.41 Missouri Valley Partners - Intermediate Government/Credit Fixed Income - Gross Size 0.04 0.04 -1.09 2.99 4.01 4.63 RBC Global Asset Management, Inc. - Intermediate Core - Gross Size 0.19 0.19 -0.26 3.27 5.23 3.83 Seix Advisors - Intermediate Fixed Income - Gross Size 0.07 0.07 -0.76 3.19 4.27 4.72 Sit Investment Associates, Inc. - Intermediate Govt/Corp - Gross Size 0.18 0.18 -0.48 3.84 7.35 5.21 Barclays Intermediate Aggregate -0.14 -0.14 -1.02 2.79 4.18 4.30 Barclays Gov/Credit-Intermediate -0.02 -0.02 -0.86 2.91 3.96 4.09 Brandywine Global - International Fixed Invst. Grade - Gross Size -0.03 -0.03 -1.57 5.71 6.76 6.14 Federated Investors - Non-US Fixed Income Unhedged - Gross Size -1.24 -1.24 -5.32 0.73 2.92 3.92 PIMCO - Non US Fixed Income Unhedged - Gross Size -0.33 -0.33 -5.23 3.40 7.89 5.87 Wells Capital Mgmt. - Global Fixed Income Ex-US - Gross Size 0.85 0.85 -3.20 2.55 5.36 5.86 Citigroup World Government Ex-US -1.24 -1.24 -4.57 0.62 2.27 4.10 ICC Fixed Income(FYE)-0.02 -0.02 -2.82 3.20 4.20 3.73 International Bonds(FYE)0.47 0.47 -4.04 2.33 n/a n/a American Realty(FYE)3.62 3.62 12.62 n/a n/a n/a Page 22 INTERMEDIATE FIXED INCOME INTERNATIONAL FIXED INCOME Performance of Other Managers December 31, 2013 CORE FIXED INCOME ULLICO ORGANIZED LABOR PROTECTION GROUP, LLC a voluntary membership organization operating pursuant to the Liability Risk Retention Act of 1986 and 'whose principal office is: 1625 Eye Street, NW, Washington, DC 20006 GOVERNMENTAL FIDUCIARY LIABILITY INSURANCE PREMIUM QUOTATION DATE ISSUED: 12/04/2013 UNDERWRITER: Ann Hughes QUOTATION NO: QT0000016843 RENEWAL: Y ISSUED BY: Alterra America Insurance Company INSURANCE REPRESENTATIVE: Ullico Casualty Group, Inc. 1625 Eye St., NW Washington, DC 20006 PRODUCER: United Members Insurance, Inc. ADDRESS: 6826 Linebaugh Avenue Tampa, FL 33625 TRUST(S) OR PLAN(S): Palm Beach Gardens Police Officers Pension Fund ADDRESS: C/O The Resource Center 4360 Northlake Blvd Suite 206 Palm Beach Gardens, FL 33410 POLICY PERIOD: 12/01/2013 to 12/01/2014 PRIOR & PENDING LITIGATION DATE: 12/01/2002 LIMITS OF LIABILITY: (a) $1,000,000 Aggregate Limit of Liability for all Loss (b) $1,000,000 HIPAA & PPACA Fines and Penalties Sub -Limit: Aggregate Limit of Liability for all Loss in the form of civil fines and penalties imposed pursuant to HIPAA & PPACA (included within and not in addition to the maximum Aggregate Limit of Liability set forth in Item 04(a) of the Policy Certificate. (c) $100,000 Voluntary Compliance Program Expenditure Sub -Limit: Aggregate Limit of Liability for all Voluntary Compliance Program Expenditures (included within and not in addition to the maximum Aggregate Limit of Liability set forth in Item 04(a) of the Policy Certificate. SELF -INSURED RETENTION: $0 each Claim GOV-1000-Q (10/2012) Page 1 of COVERAGE: Alterra America Insurance Company Governmental Fiduciary Liability Insurance Claims -Made Policy Form GOV-1000 (10/2012), Claims Expenses Inclusive PREMIUM: (a) $5,389.00 Basic Premium (b) $177.84 Tax/Other (c) $5,566.84 Total CONDITIONS/COVERAGE SUBJECT TO: Nothing else required THE FOLLOWING ENDORSEMENTS WILL ATTACH TO THE POLICY: END NO.1REF NO. ENDORSEMENT 1. GOV-FL (01/13) Florida Amendatory Endorsement This quotation is valid for a period of thirty (30) days from the Issue Date shown above unless amended or withdrawn by Alterra America Insurance Company (Insurer), with or without cause, prior to its acceptance and binding, and is subject to the terms and conditions of the policy (ies) to be issued. If the information supplied by the Trust or Plan in the application changes between the date of the application for this insurance and the Effective Date of the insurance or the time when the policy is bound (whichever is later), the Trust or Plan must immediately notify Insurer in writing of such changes and the Insurer may withdraw or amend any outstanding quotations based upon such changes. Ullico Organized Labor Protection Group, LLC is administered by U111co Casualty Group, Inc., alk/a Ullico Insurance Agency, Inc. in CA, and Ullico Casualty Agency in NY. CA License #OH86030 and FL (Craig Arneson) License # A008437. GOV-1000-Q (10/2012) Page 2 of Alterra America Insurance Company 9020 Stony Point Parkway, Suite 325 Richmond, VA 23235 GOV-FL Issue Date: Policy Number: Trust or Plan: Endorsement Number: Endorsement Effective Date: (12:01 a.m. Local Time) Florida Amendatory Endorsement It is agreed that the above -numbered policy is amended as follows: 1. Section V Exclusions, Part A is amended by adding the following new exclusion: - Based, upon, arising from, or in consequence of the manufacturing, handling, selling, distribution, disposal, existence, use of, or exposure to asbestos dust, asbestos fibers, or asbestos products or materials. Section VI Conditions, Item I (Cancellation) and J (Non -Renewal) are amended by adding the following wording and supersedes any provision to the contrary: Cancellation of Policies in Effect for Ninety (90) Days or Less If this policy has been in effect for ninety (90) days or less, the Insurer may cancel it by mailing or delivering to the Insured shown in Item 02 of the Policy Certificate, written notice of cancellation, accompanied by the reasons for cancellation, at least: Ten (10) days before the Effective Date of cancellation if the Insurer cancels for non-payment of premium; or 2. Twenty (20) days prior to the Effective Date of cancellation if the Insurer cancels for any other reason, except the Insurer may cancel immediately if there has been: a. A material misrepresentation; or b. A failure to comply with underwriting requirements established by the Insurer. Cancellation of Policies in Effect for More Than Ninety (90) Days If this policy has been in effect for more than ninety (90) days, the Insurer may only cancel it for one or more of the following reasons: a. Non-payment of premium; b. The policy was obtained by a material misstatement; c. There has been a failure to comply with underwriting requirements within ninety (90) days of the effective date of coverage; d. There has been a substantial change in the risk covered by the policy; e. The cancellation is for all Insureds under such policies for a given class of Insureds. If the Insurer cancels this policy for any of the above reasons, it will mail or deliver to the Insured shown in Item 02 of the Policy Certificate written notice of cancellation, accompanied by the reasons for cancellation, at least: 1. Ten (10) days before the Effective Date of cancellation if the cancellation is for non-payment of premium; or 2. Forty-five (45) days before the Effective Date of cancellation if the cancellation is for any other reason stated above, except non-payment of premium. Page 1 of 2 GOV-FL (01/2013) Non -Renewal of Policy 1. If the Insurer elects not to renew this policy, it shall mail or deliver to the Insured shown in Item 02 of the Policy Certificate written notice of non -renewal, accompanied with the reasons for non - renewal, at least forty-five (45) days prior to the expiration of this policy. 2. Any notice of non -renewal will be mailed or delivered to the last known address of the Insured shown in Item 02 of the Policy Certificate. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. Section II Definition S (Pollutants) is deleted in its entirety and replaced with the following definition: S. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Nothing contained herein shall vary, alter or extend the terms, conditions and limitations of the policy except as stated above. This Endorsement is part of the above numbered policy and is effective as of the Endorsement Effective Date shown above. ALTERRA AMERICA INSURANCE COMPANY Authorized Representative Page 2 of 2 GOV-FL (01/2013) 11 PALM BEACH GARDENS POLICE PENSION FUND Benefit Approvals I Meeting of February 18, 2014 APPLICATION FOR REFUND OF CONTRIBUTIONS BRANDON RADANOVICH DATE OF BIRTH DATE OF HIRE DATE OF TERMINATION YEARS OF SERVICE TOTAL REFUND TAX WITHHOLDING (20%) TOTAL NET REFUND 04/25/1985 12/08/2008 05/24/2010 1 YEAR, 5 MONTHS & 16 DAYS $6,852.16 $1,370.43 (cash) $5,481.73 APPLICATION FOR DISTRIBUTION OF DROP ACCOUNT (1/15/2014) WAYNE SIDEY DATE OF RETIREMENT DATE OF BIRTH TYPE OF DISTRIBUTION TOTAL GROSS DISTRIBUTION TAX WITHHOLDING (20%) TOTAL NET DISTRIBUTION CURRET DROP ACCOUNT BALANCE ROBERT WUMMER APPLICATION TO EXIT THE DROP DATE OF BIRTH DATE OF HIRE DROP ENTRY DATE DATE OF TERMINATION FORM OF BENEFIT MONTHLY BENEFIT AMOUNT SUPPLEMENTAL BENEFIT 04/30/2012 11/01/1961 PARTIAL LUMP SUM -CASH $20,000.00 $ 4,000.00 $16,000.00 $318,233.48 11/14/1963 04/02/1984 04/02/2009 11/29/2013 MODIFIED CASH ANN. $6,409.02 $ 312.50 CHAIRMAN ,SECRETARY DATE Pension Resource Centers Accounts Payable Check Register FOR: PALM BEACH GARDENS POLICE Meeting 2/18/2014 Check Number Date Payee and Description Amount 2531 November 1, 2013 City of Palm Beach Gardens $13,414.82 Retiree Insurance 2532 November 7, 2013 Pension Resource Centers $2,596.60 Administration Fee- November 2013 2533 November 8, 2013 Perry & Jensen, LLC $427.00 Legal Services Rendered through 10/15/13 2534 November 8, 2013 ICC Capital Management $26,294.14 Investment Management Fees- 3rd Qtr 2013 2535 December 13, 2013 United Members Insurance, Inc $5,566.84 Renew Fiduciary Liability Policy 12/01/13 - 12/01/14 2536 December 13, 2013 FPPTA $450.00 Register Winter FPPTA Conference - Ron Glass 2537 December 13, 2013 Perry & Jensen, LLC $1,046.45 Legal Services Rendered through 11/15/13 2538 December 13, 2013 Gabriel Roeder Smith and Company $1,998.00 Actuarial Services Rendered 10/31/13 2539 December 13, 2013 Hyatt Regency Jacksonville $537.00 Reservations/Winter Conference - Ron Glass 2540 December 13, 2013 FPPTA $600.00 2014 Membership Renewal 2541-2551 VOID $0.00 Computer Printing Error 2552 November 29, 2013 City of Palm Beach Gardens $13,414.82 Retiree Insurance 2553 December 1, 2013 City of Palm Beach Gardens $829.70 Retiree Insurance 2554 December 4, 2013 Pension Resource Centers $2,575.00 Administration Fee- December 2013 2555 January 1, 2014 City of Palm Beach Gardens $14,244.52 Retiree Insurance 2556 January 6, 2014 Pension Resource Center $2,590.42 Administration Fee - January 2014 2557 January 6, 2014 Gabriel Roeder Smith & Company $1,461.00 Actuarial Services Rendered 11/30/13 2558 January 6, 2014 Perry & Jensen LLC $310.00 Legal Services Rendered 12/15/13 2559 February 1, 2014 City of Palm Beach Gardens $13,718.02 Retiree Insurance 2560 February 4, 2014 Pension Resource Center $2,597.20 Administration Fee - February 2014 2561 February 4, 2014 Cherry Bekaert & Holland $5,000.00 Progress Billing year ended 9/30/13 2562 February 4, 2014 Gabriel Roeder Smith & Company $9,640.00 Actuarial Services Rendered 12/31/13 2563 February 4, 2014 ICC Capital Management $26,921.02 Investment Management Fees - 4th Quarter 2013 2564 February 4, 2014 Perry & Jensen LLC $93.55 Legal Services Rendered through 1/15/14 2565 February 4, 2014 Rhumbline Advisors $5,534.00 Investment Management Fees - 4th Quarter 2013 2566 February 4, 2014 Thistle Asset Management $5,052.00 Performance Monitoring ending 12/31/13 Total: $156,912.10 Chair Secretary. Date GT Gabriel Roeder Smith & Company One East Broward Blvd. 954.527.1616 phone 1�{`J Consulaart, & Actuaries Suite 505 954.525.0083 fax Ft. Lauderdale, FL 33301-1804 vww.gabrielruedencom December 18, 2013 Ms. Audrey Ross Resource Centers, LLC RE�'—' •�1�: i'r 4360 Northlake Blvd., Suite 206 Palm Beach Gardens. Fl. 33410 Re: Palm Beach Gardens Police Officers' Pension Fund Dear Audrey: As requested on November 25, 2013 by Pension Board members, we have prepared the enclosed Supplemental Actuarial Valuation Report which measures the financial impact of the following potential Plan changes: • Changing the eligibility conditions for Normal Retirement for members with less than 10 Years of Credited Service on September 13, 2012 from age 59 with 10 Years of Credited Service to the earlier of age 55 with 10 Years of Credited Service or 25 Years of Credited Service regardless of age (this change is included in Scenarios 1 and 2). • Changing the eligibility conditions for entry into the DROP so that a participant may delay DROP entry until he or she has accrued the maximum benefit of 75% of his or her Final Average Earnings (Scenarios 2 and 3). Currently, the option to participate in the DROP is forfeited if not exercised within the first 25 years of service. • Changing the eligibility conditions for Normal Retirement for members with less than 10 Years of Credited Service on September 13, 2012 from age 59 with 10 Years of Credited Service to the earlier of age 59 with 10 Years of Credited Service or 25 Years of Credited Service regardless of age (Scenario 3). The baseline figures for the fiscal year ending September 30, 2014 (prior to any assumption changes) match the figures shown in our Actuarial Valuation Report dated April 11, 2013. The projections under the current Plan benefits versus the proposed Plan benefits reflect the continued phase -in of the change in the investment return assumption from 7.3% to 6.5% over the next 8 years. The only other assumption changes were adjustments to the retirement rates under the proposed Plan benefits to reflect the proposed revisions to the Notarial Retirement eligibility provisions. Chapter 185 Revenue It is our understanding that under the Division of Retirement's current interpretation of Chapter 185, all Chapter 185 funds aray be allocated towards the annual contribution requirement as long as the additional premium tax revenues (the increase in Chapter 185 funds since 1998) are insufficient to fund the cost of Chapter minimum benefits (and the cost to provide current benefits, if any are below Chapter minimums). We have previously demonstrated (and provided supporting documentation to the Division of Retirement) that the additional Chapter 185 premium tax revenues received by the Palm Beach Gardens Police Officers' Pension Fund are currently less than the cost to fund Chapter minimum benefits (and less than the cost to fund the current benefits that are below Chapter minimums), so all Chapter 185 funds currently being received gray be permissibly allocated towards the annual contribution requirement for the Pension Fund. Under the Division of Retirement's previous interpretation (prior to the "Naples Letter"), which had stood for more than 13 years, any increases in Chapter 185 funds above the "Base Amount" received in 1998 could only be used to provide additional or improved benefits. Increases in pension benefits would increase the "Base Amount" by the increase in the annual contribution requirement resulting from the benefit increase. Ms. Audrey Ross December 18, 2013 Page 2 'The original "Base Amount" for the Palm Beach Gardens Police Officers' Pension Fund in 1999 was $235,818. This "Base Amount" was increased in 2006 to $412,644 due to the passage of Ordinance 8-2006, which increased the benefit multiplier from 3.0% to 3.5%, increased the maximum benefit from 75% of Average Monthly Earnings to 100%, and added a supplemental benefit of $12.50/month per year of service. In September of 2012, Ordinance 24-2012 reduced the benefit multiplier from 3.5% to 2.75%, reduced the maximum benefit to 75% of Average Monthly Earnings from 100%, changed the definition of pensionable Compensation to base pay, and delayed the Normal Retirement Date for non -vested members. These changes resulted in benefits that are below the benefits which were in place in 2006 - prior to the passage of Ordinance 8-2006. However, no changes were made to the Chapter 185 "Base Amount" when Ordinance 24-2012 was initially analyzed and discussed because it was believed that all Chapter 185 revenue would be forfeited going forward, as the "Naples Letter" had not yet surfaced and benefits were being reduced below Chapter 185 minimums and below the benefit levels which were in place in March of 1999. The ongoing true "Base Amount" will be less than $412,644 after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. The Pension Fund has an Accumulated Excess Chapter 185 Contribution Reserve of $538,552 as of October 1, 2012. This reserve is an accumulation of prior years' Chapter 185 funds received in excess of the "Base Amount" and has been set aside to provide additional benefits in the future. Under the Division's current interpretation of Chapter 185 (as revised by the "Naples Letter"), the Accumulated Excess Reserve should only be used for additional benefits, and its use is subject to collective bargaining. The benefit changes being considered in this Supplemental Actuarial Valuation Report would be considered improvements over the benefits currently in place (post -Ordinance 24-2012), but they would not be improvements over the benefits which were in place prior to September 13, 2012. Therefore, we believe the use of additional Chapter 185 revenue and the use of the Accumulated Excess Reserve in connection with these benefit changes should not be automatic, but should instead be subject to collective bargaining. In our previous Supplemental Actuarial Valuation Report dated May 29, 2013, which analyzed similar scenarios to those analyzed in this report, it was assumed that the Accumulated Excess Reserve would be used and the ongoing Chapter 185 funds would be increased to reflect the benefit improvements. In this report, however, both for the reasons described above and to highlight the fact that the use of additional and excess Chapter 185 contributions should be subject to collective bargaining, we have prepared the results in two different ways: (1) Reflecting the use/release of the Accumulated Excess Chapter 185 Contribution Reserve of $538,552 (which increases the Plan's net assets and reduces the Plan's unfunded liability by this amount), and allowing all Chapter 185 funds to be allocated towards the annual contribution requirement for the Pension Fund; and (2) Reflecting no changes in Chapter 185 Funds (keeping the "Base Amount" at the 2006-2012 level of $412,644, which is actually higher than the true "Base Amount" will be going forward after it is recalculated to reflect the benefit reductions under Ordinance 24-2012) and not using/releasing the Accumulated Excess Chapter 185 Contribution Reserve. It is important to keep in mind that these are not the only two options. The increase in Chapter 185 funds and the use of the Excess Contribution Reserve are subject to collective bargaining, so a different arrangement could be agreed upon besides these two options. It is also important to keep in mind that proposed Senate Bill 246, if passed in the Spring of 2014, may result in significant changes to Chapter 185 and may nullify the Division of Retirement's current interpretation under the "Naples Letter". Gabriel Roeder Smith & Company Ms. Audrey Ross December 18, 2013 Page 3 Summary of Findings Assuming Chapter 185 Revenue Increased & Excess Reserve Funds Released Net FY 2014 Req'd City Contribution Change Unfunded Liability Change Funded Ratio Change Baseline $2,712,635 N/A $22,297,433 N/A 69.1% N/A Scenario l $2,733,583 +$20,948 $22,437,798 +$140,365 69.2% +0.1 % Scenario 2 $2,727,397 +$14,762 $22,406,050 +$108,617 69.2% +0.1 % Scenario 3 $2,695,948 -$16,687 $22,253,596 -$43,837 1 69.4% +0.3% Assuming No Changes in Chapter 185 Revenue * & Excess Reserve Not Used Net FY 2014 Req'd City Contribution Change Unfunded Liability Change Funded Ratio Change Baseline $2,712,635 N/A $22,297,433 N/A 69.1% N/A Scenario 1 $2,858.020 +$145,385 $22,976,350 +$678,917 68.5% -0.6% Scenario 2 $2,851,834 +$139,199 $22,944,602 +$647,169 68.5% -0.6% Scenario 3 $2,819,870 +$107,235 $22,792,148 +$494,715 68.6% -0.5% * Reflects $412,644 in annual Chapter 185 money, which is higher than the true "Base Amount" will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. Actuarial Assumptions and Methods, Financial Data and Member Census Data The actuarial assumptions and methods, financial data, and member census data used for the purposes of this Supplemental Actuarial Valuation Report are the same as those used in our October 1, 2012 Actuarial Valuation Report with the following exceptions: ■ The investment return assumption is lowered by 0.1 % per year throughout the projection period until it reaches 6.5% in 2020. ■ The assumed retirement rates under Scenarios 1-3 have been revised to reflect the proposed revisions to the Normal Retirement eligibility provisions. Please see pages 5-6 for details regarding the changes to the assumed retirement rates. Future annual Chapter 185 revenue is expected to increase 2.0% per year throughout the projection period, starting from the actual Chapter 185 revenue received in August 2013 ($475,215). Administrative expenses are expected to increase 3.0% per year. Throughout the forecast period new members are assumed to be hired each year at a rate sufficient to maintain a constant active headcount, or stationary population. New employees are assumed to have the same average demographic characteristics (age, gender, salary — adjusted each year for inflation) as members hired over the past five years. Gabriel Roeder Smith & Company Ms. Audrey Ross December 1 g, 2013 Page 4 Projections are deterministic and throughout the projection period Plan experience is expected to match the assumptions. Required Disclosures This report was prepared at the request of the Board and is intended for use by the Retirement System and those designated or approved by the Board. This report may be provided to parties other than the Board only in its entirety and only with the permission of the Board. The purpose of this report is to describe the financial effect of the proposed plan changes. This report should not be relied on for any purpose other than the purpose described above. The calculations in this report are based upon information furnished by the Plan Administrator for the October I, 2012 Actuarial Valuation concerning Plan benefits, financial transactions, plan provisions and active members, terminated members, retirees and beneficiaries. We reviewed this information for internal and year-to-year consistency, but did not otherwise audit the data. We are not responsible for the accuracy or completeness of the information provided by the City or Plan Administrator. Except as noted above, the assumptions and methods used for this report are the same as those shown in the October I. 2012 Actuarial Valuation Report. The calculations are based upon assumptions regarding future events, which may or may not materialize. Future actuarial measurements may differ significantly from the current measurements presented in this report due to such factors as the following: plan experience differing from that anticipated by the economic or demographic assumptions; changes in economic or demographic assumptions; increases or decreases expected as part of the natural operation of the methodology used for these measurements (such as the end of an amortization period or additional cost or contribution requirements based on the plan's funded status); and changes in plan provisions or applicable law. If you have reason to believe that the assumptions that were used are unreasonable, that the plan provisions are incorrectly described, that important plan provisions relevant to this proposal are not described, or that conditions have changed since the calculations were made, you should contact the author of the report prior to relying on information in the report. The undersigned actuaries are members of the American Academy of Actuaries and meet the Qualification Standards of the American Academy of Actuaries to render the actuarial opinions contained herein. The undersigned actuaries are independent of the plan sponsor. This report has been prepared by actuaries who have substantial experience valuing public employee retirement systems. To the best of our knowledge the information contained in this report is accurate and fairly presents the actuarial position of the Plan as of the valuation date. All calculations have been made in conformity with generally accepted actuarial principles and practices, and with the Actuarial Standards of Practice issued by the Actuarial Standards Board and with applicable statutes. Respectfully submitted, Peter N. Strong, ASA, MA , FCA J Tr Amrose, MAAA Enrolled Actuary No. 1 I-0 7'5 m I ed Actuary No. 11-06599 Enclosures Gabriel Roeder Smith & Company Plan SUPPLEMENTAL ACTUARIAL VALUATION REPORT City of Palm Beach Gardens Police Officers' Pension Fund Valuation Date October 1, 2012 Date of Report December 18, 2013 Report Requested by Board of Trustees Prepared by Peter N. Strong Group Valued All active and inactive members of the Plan. Benefit Provisions Being Considered for Change ■ Changing the eligibility conditions for Normal Retirement for members with less than 10 Years of Credited Service on September 13, 2012 from age 59 with 10 Years of Credited Service to the earlier of age 55 with 10 Years of Credited Service or 25 Years of Credited Service regardless of age (this change is included in Scenarios 1 and 2). ■ Changing the eligibility conditions for entry into the DROP so that a participant may delay DROP entry until he or she has accrued the maximum benefit of 75% of his or her Final Average Earnings (Scenarios 2 and 3). Currently, the option to participate in the DROP is forfeited if not exercised within the first 25 years of service. ■ Changing the eligibility conditions for Normal Retirement for members with less than 10 Years of Credited Service on September 13, 2012 from age 59 with 10 Years of Credited Service to the earlier of age 59 with 10 Years of Credited Service or 25 Years of Credited Service regardless of age (Scenario 3). Actuarial Assumptions and Methods Being Considered for Change Same as October 1, 2012 Actuarial Valuation Report with the following exceptions: Under Scenario 1, the probability of normal retirement for members affected by the proposed change in Normal Retirement eligibility has been changed from 100% when first eligible (at age 59 with 10 Years of Credited Service) to the following rates: Revised Retirement Rates S 42 - 49 50 - 54 55 56 57 58 59 60 e 10 0.0% 2.5% 20.0% 20.0% 20.0% 55.0% 65.0% 100.0% r 11 - 19 0.0% 2.5% 10.0% 10.0% 10.0% 47.5% 57.5% 100.0% v 20 0.0% 2.5% 30.0% 40.0% 45.0% 70.0% 80.0% 100.0% i 21 - 22 0.0% 2.5% 12.5% 15.0% 15.0% 47.5% 65.0% 100.0% c 23 - 24 0.0% 2.5% 15.0% 15.0% 15.0% 47.5% 65.0% 100.0% e 25 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%v 100.0% 100.0% 5 Under Scenario 2, the probability of normal retirement for members affected by the proposed change in Normal Retirement eligibility has been changed from 100%c when first eligible (at age 59 with 10 Years of Credited Service) to the following rates: Revised Retirement Rates S 42 - 49 50 - 54 55 56 57 58 59 60 10 0.0% 2.5% 20.0% 20.0% 20.0% 55.0% 65.0% 100.0% e 11 - 19 0.0% 2.5% 10.0% 10.0% 10.0% 47.5% 57.5% 100.0% r 20 0.0% 2.5% 30.0% 40.0% 45.0% 70.0% 80.0% 100.0% v 21 - 22 0.0% 2.5% 12.5% 15.0% 15.0% 47.5% 65.0% 100.0% c 23 - 24 0.0% 2.5% 15.0% 15.0% 15.0% 47.5% 65.0% 100.0% c 25 - 26 15.0% 15.0% 15.0% 15.0% 15.0% 47.5% 65.0% 100.0% e 27 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Also, if at any point a member reaches the maximum benefit of 75% of his or her Average Monthly Earnings, his or her probability of retirement is assumed to be 100%. Under Scenario 3, the probability of normal retirement for members affected by the proposed change in Normal Retirement eligibility has been changed to the following rates: Revised Retirement Rates 42 - 49 50 - 54 55 56 57 58 59 60 S 10 0.0% 2.5% 2.5% 2.5% 2.5% 2.5% 100.0% 100.0% e 11-19 0.0% 2.5% 2.5% 2.5% 2.5% 2.5% 100.0% 100.0% r 20 0.0% 2.5% 2.5% 2.5% 2.5% 2.5% 100.0% 100.0% v 21 - 22 0.0% 2.5% 2.5% 2.5% 2.5% 2.5% 100.0% 100.0% i 23 - 24 0.0% 2.5% 2.5% 2.5% 2.5% 2.5% 100.0% 100.0% c 25 - 26 15.0% 15.0% 15.0% 15.0% 15.0% 47.5% 100.0% 100.0% e 27 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Also, if at any point a member reaches the maximum benefit of 75% of his or her Average Monthly Earnings, his or her probability of retirement is assumed to he 100%. Amortization Period for Any Change in Actuarial Accrued Liability 15 years Summary of Data Used in Report See attached page Actuarial Impact of Proposal(s) See attached page(s) Special Risks Involved with the Proposal That the Plan Has Not Been Exposed to Previously None Other Cost Considerations As of October 1, 2012 the Actuarial Value of Assets exceeds the Market Value of Assets by $714,862. This difference will be gradually recognized over the next several years. In turn, the computed employer contribution rate will increase by approximately 1.6% of covered payroll in the absence of offsetting gains. R ANNUAL REQUIRED CONTRIBUTION (ARC) (With Increases in Chapter 185 Revenue) Scenario l Scenario 2 Scenario 3 A. Valuation Date October 1, 2012 October 1, 2012 October 1, 2012 October 1, 2012 Baseline Proposed Proposed Proposed Plan Provisions: Plait Provisions: Plant Provisions: 55 & 10, 25 & out 55 & 10, 25 & out 59 & 10, 25 & out Delayed DROP entry Delaved DROP entry B. ARC to Be Paid During Fiscal Year Ending 9/30/2014 9/30/2014 9/30/2014 9/30/2014 C. Assumed Date of Employer Contrib. Quarterly Quarterly Quarterly Quarterly D. Annual Payment to Amortize Unfunded Actuarial Liability S 1,905,316 S 1,919,952 S 1,916,642 S 1.900,745 E. Employer Normal Cost 944,743 1,006,264 1,003,817 990.834 F. ARC if Paid on the Valuation Date: D+E 2,850,059 2,926,216 2,920,459 2,891,579 G. ARC Adjusted for Frequency of Payments 2,976,630 3,056,169 3,050,157 3.019,994 H. ARC as % of Covered Payroll 60.62 % 62.24 % 62.12 % 61.51 % I. Assumed Rate of Increase in Covered Payroll to Contribution Year 5.00 % 5.00 % 5.00 % 5.00 % J. Covered Payroll for Contribution Year 5,155,524 5,155,524 5,155,524 5,155,524 K. ARC for Contribution Year: H x J 3,125,279 3,208,798 3,202,612 3,171,163 L Estimate of Annual State Revenue in Contribution Year 412,644 475,215 * 475,215 * 475,215 M. Required Employer Contribution (REC) 2,712,635 2,733,583 2,727,397 2,695,948 in Contribution Year N. REC as % of Covered Payroll in Contribution Year: M _ J 52.62 % 53.02 % 52.90 % 52.29 % O. Change in REC from Baseline 20,948 14,762 (16,687) P. Change in REC as % of Covered Payroll from Baseline 0.40 % 0.28 % (0.33) % * This assumes that, subject to collective bargaining, the accumulated excess Chapter revenue ($538,552 as of October 1, 2012) would be used to help offset the impact of these plan changes, since the proposed plan changes would be improvements over the benefits currently in place, so assets have been increased by $538,552 to reflect the expected release of these funds. In addition, and also subject to collective bargaining, all annual Chapter revenue is assumed to be used to offset the required contribution since the cost to provide Chapter 185 minimum benefits exceeds the amount of Chapter revenue currently being received. fl ACTUARIAL VALUE OF BENEFITS AND ASSETS (With Increases in Chapter 185 Revenue) Scenario 1 Scenario 2 Scenario 3 A. Valuation Date October 1, 2012 October 1, 2012 October 1, 2012 October 1, 2012 Baseline Proposed Proposed Proposed Plan Provisions: Plan Provisions: Plan Provisions: 55&10,25&out 55&10,25&out 59&10,25&out Delayed DROP entry Delayed DROP entry B. Actuarial Present Value of All Projected Benefits for 1. Active Members a. Service Retirement Benefits $ 26.846,938 $ 28,053,935 $ 28,023,570 $ 27,986,694 b. Vesting Benefits 1,217,271 1,369,956 1,369,956 1,196,728 c. Disability Benefits 4,133,242 3,348,617 3,428,741 3,451,825 d. Preretirement Death Benefits 457,605 395,229 402,387 397,781 e. Return of Member Contributions 14,349 14,349 14,349 14.349 f. Total 32,669,405 33,182,086 33,239,003 33,047.377 2. Inactive Members a. Service Retirees & Beneficiaries 48,572,874 48,572,874 48,572,874 48,572,874 b. Disability Retirees 2,920,636 2,920,636 2,920,636 2.920,636 c. Terminated Vested Members 279,574 279,574 279,574 279.574 d. Total 51,773,084 51.773,094 51,773,094 51,773,094 3. Total for All Members 94,442,489 94,955,170 85.012,087 84,820.461 C. Actuarial Accrued (Past Service) Liability per GASB No. 25 72,156,731 72,835,648 72,803,900 72,651,446 D. Actuarial Value of Accumulated Plan Benefits per FASB No. 35 N/A N/A N/A N/A E. Plan Assets I . Market Value 49,144,436 49,682,988 * 49,682,988 * 49,682,988 * 2. Actuarial Value 49,859,298 50,397,850 * 50,397,850 * 50,397,850 * F. Unfunded Actuarial Accrued Liability: C-E2 22,297,433 22,437,798 22,406,050 22,253,596 G. Actuarial Present Value of Projected Covered Payroll 52,548,809 47,426,382 47,956,572 48,424,639 H. Actuarial Present Value of Projected Member Contributions 4.519,197 4.078,669 4,124,265 4,164,519 1. Funded Ratio: E2/C 69.1 % 69.2 % 69.2 % 1 69.4 % * This assumes that, subject to collective bargaining, the accumulated excess Chapter revenue ($538,552 as of October 1, 2012) would be used to help offset the impact of these plan changes, since the proposed plan changes would be improvements over the benefits currently in place, so assets have been increased by $538,552 to reflect the expected release of these funds. ANNUAL REQUIRED CONTRIBUTION (ARC) (No Changes in Chapter 185 Revenue) A. Valuation Date October 1, 2012 Scenario t October 1, 2012 Scenario 2 October 1, 2012 Scenario 3 October 1, 2012 Baseline Proposed Proposed Proposed Plan Provisions: Plan Provisions: Plan Provisions: 55 & 10, 25 & out 55 & 10, 25 & out 59 & 10, 25 & out Delayed DROP entr v Delayed DROP entry B. ARC to Be Paid During Fiscal Year Ending 9/30/2014 9/30/2014 9/30/2014 9/30/2014 C. Assumed Date of Employer Contrib. Quarterly Quarterly Quarterly Quarterly D. Annual Payment to Amortize Unfunded Actuarial Liability $ 1,905,316 $ 1,976,108 $ 1,972,798 $ 1.956,901 E. Employer Normal Cost 944,743 1,006,264 1,003.817 990,834 F. ARC if Paid on the Valuation Date: D+E 2,850,059 2,982,372 2,976,615 2.947,735 G. ARC Adjusted for Frequency of Payments 2,976,630 3,114,819 3,108,806 3,078,644 H. ARC as % of Covered Payroll 60.62 % 63.44 % 63.32 % 62.70 % I. Assumed Rate of Increase in Covered Payroll to Contribution Year 5.00 % 5.00 % 5.00 % 5.00 % J. Covered Payroll for Contribution Year 5,155,524 5,155,524 5,1.55,524 5,155,524 K. ARC for Contribution Year: H x J 3,125,279 3.270,664 3,264,478 3,232,514 L Estimate of Annual State Revenue in Contribution Year 412,644 412,644 * 412,644 * 412,644 M. Required Employer Contribution (REC) 2,712,635 2,858,020 2,851,834 2,819,870 in Contribution Year N. REC as % of Covered Payroll in Contribution Year: M : J 52.62 % 55.44 % 55.32 % 54.70 % O. Change in REC from Baseline 145,385 139,199 107,235 P. Change in REC as % of Covered Payroll from Baseline 2.82 % 2.70 % 2.08 % * $412,644 is actually higher than the true "Base Amount" will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. ACTUARIAL VALUE OF BENEFITS AND ASSETS (No Changes in Chapter 185 Revenue) A. Valuation Date October I, 2012 Scenario 1 October 1, 2012 Scenario 2 October 1, 2012 Scenario 3 October 1, 2012 Baseline Proposed Proposed Proposed Plan Provisions: Plan Provisions: Plan Provisions: 55 & 10. 25 & out 55 & 10. 25 & out 59 & 10. 25 & out Delayed DROP entry Delayed DROP entry B. Actuarial Present Value of All Projected Benefits for 1. Active Members a. Service Retirement Benefits S 26,846.938 S 28.053,935 $ 28,023,570 S 27,986,694 b. Vesting Benefits 1,217,271 1,369,956 1,369,956 1,196,728 c. Disability Benefits 4,133,242 3,348,617 3,428,741 3.451,825 d. Preretirement Death Benefits 457,605 395,229 402.387 397,781 e. Return of Member Contributions 14.349 14,349 14,349 14,349 f. Total 32,669.405 33,182,086 33,239,003 33,047.377 2. Inactive Members a. Service Retirees & Beneficiaries 49,572,874 48.572,874 48,572,874 48.572,874 b. Disability Retirees 2,920,636 2,920,636 2,920,636 2,920,636 c. Terminated Vested Members 279.574 279.574 279,574 279.574 d. Total 51,773,084 51,773,084 51,773,094 51,773,084 3. Total for All Members 84,442,489 84,955,170 85,012,087 84,820,461 C. Actuarial Accrued (Past Service) Liability per GASB No. 25 72,156.731 72,835,648 72,803.900 72,651.446 D. Actuarial Value of Accumulated Plan Benefits per FASB No. 35 N/A N/A N/A NIA E. Plan Assets l . Market Value 49,144,436 49,144,436 * 49.144,436 * 49.144,436 * 2. Actuarial Value 49,859,298 49,859,298 * 49.859,298 * 49,859,298 * F. Unfunded Actuarial Accrued Liability: C-E2 22,297,433 22,976,350 22,944,602 22,792,148 G. Actuarial Present Value of Projected Covered Payroll 52,548,809 47,426,382 47,956,572 48,424,639 H. Actuarial Present Value of Projected Member Contributions 4,519,197 4,078,669 4.124,265 4,164,519 1. Funded Ratio: E2/C 69.1 % 68.5 % 68.5 % 68.6 * This assumes that under collective bargaining, the accumulated excess chapter revenue would not be used to offset the impact of these plan changes, since the proposed plan changes would not be improvement over the benefits in effect before September 13, 2012. 10 CALCULATION OF EMPLOYER NORMAL COST A. Valuation Date October 1, 2012 Scenario 1 October 1, 2012 Scenario) October I, 2012 Scenario 3 October 1, 2012 Baseline Proposed Proposed Proposed Plan Provisions: Plan Provisions: Plan Provisions: 55 & 10, 25 & out 55 & 10, 25 & out 59 & 10, 25 & out Delayed DROP entry Delayed DROP entry B. Normal Cost for 1. Service Retirement Benefits $ 887,980 $ 962.546 $ 957.894 $ 953.000 2. Vesting Benefits 89,091 98.419 97.952 90.763 3. Disability Benefits 230,964 209,442 211.986 211,437 4. Preretirement Death Benefits 25,544 24,217 24.403 24,086 5. Return of Member Contributions 9,859 10,335 10.277 10.243 6. Total for Future Benefits 1243.438 1,304,959 1,302.512 1,289.529 7, Assumed Amount for Administrative Expenses 123,567 123,567 123.567 123.567 8. Total Normal Cost 1,367,005 1,428,526 1,426,079 1,413.096 As % of Covered Payroll 27.84 % 29.09 % 29.04 % 28.78 % C. Expected Member Contribution 422,262 422,262 422,262 422,262 As % of Covered Payroll 8.60 % 8.60 % 8.60 % 8.60 % D. Net Employer Normal Cost: B8-C 944,743 1,006,264 1,003,817 990,834 As % of Covered Payroll 19.24 % 20.49 % 20.44 % 20.18 % PARTICIPANT DATA Scenario l Scenario 2 Scenario 3 October 1, 2012 October 1, 2012 October 1, 2012 October I, 2012 Baseline Proposed Plan Proposed Plan Proposed Plan Provisions: Provisions: Provisions: 55 & /0, 25 & out 55 & 10, 25 & out 59 & 10, 25 & out Delayed DROP Delayed DROP Entn' Entry ACTIVE MEMBERS Number 74 74 74 74 Covered Annual Payroll $ 4,910,023 $ 4,910,023 $ 4,910,023 S 4.910,023 Average Annual Payroll S 66,352 S 66,352 $ 66,352 S 66,352 Average Age 40.2 40.2 40.2 40.2 Average Past Service 10.7 10.7 10.7 10.7 Average Age at Hire 29.5 29.5 29.5 29.5 RETIREES, BENEFICIARIES & DROP* Number 54 54 54 54 Annual Benefits $ 3,934,797 $ 3,934.797 $ 3,934,797 $ 3,934,797 Average Annual Benefit S 72,867 $ 72,867 $ 72,867 $ 72.867 Average Age 54.8 54.8 54.8 54.8 DISABILITY RETIREES Number 10 10 10 10 Annual Benefits S 272,822 $ 272,822 S 272,822 S 272,822 Average Annual Benefit S 27,282 $ 27,282 $ 27,282 $ 27,282 Average Age 56.2 56.2 56.2 56.2 TERMINATED VESTED MEMBERS Number 1 1 l l Annual Benefits $ 49,452 $ 49,452 S 49,452 S 49,452 Average Annual Benefit $ 49.452 $ 49,452 S 49.452 S 49,452 Average Age 41.0 41.0 41.0 41.0 * Does not include deferred supplemental benefits for DROP members 12 City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of Required City Contributions Scenario 1 (2.75% Multiplier; Age 55&10 or 25 & Out); 6.5% phased -in Current Plan; 6.5% phased -in (Reflects Increase in Chapter 185 Revenue and Use of Excess Reserve) Required City Required City Contribution Contribution Estimated Actual10 Funded Estimated Actual10 Funded Fiscal Actual Payroll year AAL on Ratio on Actual Payroll year AAL on Ratio on Valuation Year during Fiscal payroll % of Valuation Valuation during Fiscal payroll % of Valuation Valuation Date F,ndine Year >tmwth Amount Payroll Date Date Year erowth S Amount Payroll pate Date 10/12012 2014 1,155,524 -1.26% 2,712,635 52.62% 72,156,731 69.10% 5,155524 -1.26% 2,733,583 53.02% 72.835,648 69.19% 10/12013 2015 5,444,394 -1.24% 2,681,909 49.26% 75,222,963 70.08% 5,445.297 -1.24% 2,742,796 50.37% 76,021.717 69.52% 10/1/2014 2016 5,815586 -1.77% 2,850,219 49.01% 78,448,808 70.80% 5,817.484 -1.77% 2.955.282 50.80% 79,377.896 69.75% 10/1/2015 2017 6,155.764 -1.93% 3.014,478 48.97% 81,828.419 71.36% 6,158540 -1.93% 3,158,715 51.29% 82,899.653 69.92% 10/12016 2018 6546123 -2.61% 3.248236 49.62%r 85.251.283 71.50% 6548.117 -2.61% 3.439,726 52.53% 86,499.420 69.81% 10/12017 2019 6,955524 -2.68% 3,440,898 49.47% 88,776.357 72.27% 6,957,071 -2.68% 3,669,855 52.75%r. 90.234,151 70.39% 10/1/2018 2020 7.259,334 -3.06% 3570,140 49.18% 92.430545 73.16% 7260.442 -3.05% 3,826,979 52.71% 94.124.968 71.19%n 10/12019 2021 7.688,325 -2.08% 3.793.419 49.34% 96,025,871 74.04% 7,683531 -2.08% 4,088,407 53.21% 97.982,871 72.08% 10/12020 2022 7.791,803 -0.63% 3,821,100 49.04% 99,667.667 74.95% 7,795310 -0.64% 4.129,176 52.97% 101.917.617 73.06% 10/1/2021 2023 8,311,418 3.51% 3 560,611 42.84% 102,132.737 76.66% 8,308.852 3.52% 3,871,094 46.59% 104,698,688 74.85% 10/12022 2024 8,686,465 5.79% 3.470,243 39.95% 104,582,325 78.42% 8,668.645 5.79% 3,778,663 43.59% 107 519,871 76.67% 10/12023 2025 9,012,044 5.48% 3233,521 35.88% 107.066,839 79.82% 9.009248 5.46% 3536,130 39.25% 110,382.610 78.11% 10/12024 2026 9,406587 5.17% 3.378,846 35,92% 109.452.966 81.05% 9388.882 5.16% 3.713,303 39.55% 113214,747 79.38% 10/12025 2027 9.697 273 4.93% 3,386,288 34.92% 111,835.939 82.01% 9.690243 4.90% 3.746,248 38.66% 116.097.043 80.36% 10/12026 2028 10,070,974 4.65% 4.313,398 42,83% 114.167,925 83.04% 10,021.102 4.64% 4.808,125 47.98% 118,942,151 81.40% 10/1/2027 2029 10,486,304 4.40% 4.682,135 44.65%: 116,440,089 84.029, 10,358.266 4,35% .5,216,423 50.36% 121,725,660 82.40% 10/12028 2030 10,790,371 4.19% 4,763,949 44.15% 118.736.052 85.78% 10.435242 4.06% 5251.014 50.32% 124,458.628 84.23% 10/12029 2031 1 1245,71 1 4.04% 4.895.258 43.53% 121,025,012 87.84% 10,673 241 3.69% 5,429,478 50.87% 126.868 510 86.33%c 10/12030 2032 11A49,497 3.88% 4.372 563 38,19% 123.354.166 89.97% 10,731,355 3.34% 4,879547 45.47% 129,006.079 88.46% 10/12031 2033 11,894,881 3.92% 4265,504 35.86% 125,657 502 92.18% 11,134,127 3.25% 4,881,201 43.84% 130,834,434 90.72% Total 73,455,350 79,855,745 Total Present Value 40,759,873 43,848,506 Cost/(Savings) Amount 20,948 60,887 105,063 144.237 191,490 228,957 256,839 294,988 308.076 310,483 308,420 302.609 334,457 359,960 494,727 534.288 487,065 534220 506,984 615,697 6,400,395 3,088,633 % of Payroll 0.41% 1.12% 1.81% 2.34% 2.92% 3.29% 3.54% 3.84% 3.95% 3.74% 3.56% 3.36% 3.56% 3,71 % 4.94% 5.16% 4.67% 5.01 % 4.72% 5.53% 13 City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of Required City Contributions Scenario 1 (2.75% Multiplier; Age 55&10 or 25 & Out); 6.5% phased -in Current Plan; 6.5% phased -in (With No Increases in Chapter 185 Revenue) � Required City Required City Contribution Contribution Cost/(Savings) Estimated Actual10 Funded Estimated Actual10 Funded Fiscal Actual Payroll year AAL on Ratio on Actual Payroll year AAL on Ratio on Valuation Year during Fiscal payroll % of Valuation Valuation during Fiscal payroll % of Valuation Valuation % of Date Ending Year amwth Amount Payroll Date Dag Year Qrnwth Amoun Payroll Date Date unt Payroll 10/12012 2014 5,155524 -1.26% 2,712.635 52.62% 72.156,731 69.10% 5.155.524 -1.26% 2,858,020 55.44% 72,835,648 68.45% 145,385 2.82% 10/12013 2015 5,444.394 -1.24% 2,681.909 49.26% 75,222,963 70.08% 5,445297 -1.24% 2,874,572 52.79% 76,021,717 68.82% 192,663 3.54% 10/12014 2016 5.815 586 -1.77% 2,850.219 49.01% 78,448,808 70.80% 5,817,484 -1.77% 3.091,993 53.15% 79.377,896 69.16% 241,774 4.16% 10/12015 2017 6,155,764 -1.93% 3,014.478 48.97% 81.828,419 71.36% 6,158340 -1.93% 3.300,978 53.60% 82,899,653 69.44% 286500 4.65% 10/12016 2018 6546.223 -2.61% 3.248.236 49.62% 85251,283 71.50% 6548,117 -2.61% 3587,713 54.79% 86,499,420 69.43% 339,477 5.18% 10/12017 2019 6,955 524 -2.68% 3,440,898 49.47% 88,776,357 72.27% 6,957,071 -2.68% 3,823,606 54.96% 90.234,151 70.10% 382,708 .5.50% 10/l2018 2020 7,259334 -3.06% 3570,140 49.18% 92,430545 73.16% 7.260,442 -3.05% 3,9859982 54.90% 94,124,968 70.99% 415,842 5.73% 10/12019 2021 7,688,32.5 -2.08% 3,793,419 49.34% 96,02.5,871 74.04% 7,683531 -2.08% 4.254,371 55.37% 97.982,871 71.96% 460,952 6.00% 10/12020 2022 7,791,803 -0.63% 3,821,100 49.04% 99,667,667 74.95% 7.795310 -0.64% 4.300,673 55.17% 101,917,617 73.01% 479573 6.15% 10/12021 2023 8,311,418 3.51% 3560,611 42.84% 102,132,737 76.66% 8,308,852 3.52% 4,052,227 48.77% 104,698,688 74.88% 491,616 5.92% 10/l2022 2024 8,686,465 5.79% 3,470,243 39.9.5% 104,582,325 78.42% 8,668,645 5.79% 3,966,772 45.76% 107 519,871 76.75% 496 529 5.73% 10/12023 2025 9,012,044 5.48% 3.233521 35.88% 107,066,839 79.82% 9,009.248 5,46% 3.738,838 41.50% 110.382,610 78.26% 505 317 5.61% 10/l/2024 2026 9,406587 5.17% 3,378,846 35.92% 109.452.966 81.05`k 9,388,882 5.16% 3,925,492 41.81% 113214,747 79.59% 546,646 5.82% 10/l2025 2027 9,697.273 4.93% 3,386,288 34.92% 111,835,939 82.01% 9,690.243 4.90% 3,969,124 40.96% 116,097,043 80.64% 5829836 6.01% 10/12026 2028 10,070.974 4.65% 4,313,398 42.83% 114.167.925 83.04% 10,021,102 4.64% 5,021574 50.11% 118.942,151 81.75% 708,176 7.07% 10/12027 2029 10,486304 4.40% 4,682.135 44.65% 116,440,089 84.02% 10.358266 4.35% 5,361,439 51.76% 121,725,660 82.81% 679,304 6.56% 10/I/2028 2030 10,790,371 4.19% 4,763,949 44.151A 118,736,052 85.78% 10,435,242 4.06% .5,387,716 51.63% 124,458,628 84.70% 623,767 5.98% 10/l2029 2031 11,245,711 4.04% 4,895,258 43.53% 121,025,012 87.84% 10,673.241 3.69% 5562,893 52.12% 126,868,510 86.78% 667,635 6.26% 10/12030 2032 11,449,497 3.88% 4,372,563 38.19% 123,354,166 89.97% 10,731,355 3.34% 5,035,152 46.92% 129,006,079 88.88% 662589 6.17% 10/12031 2033 11,894,881 3.92% 4.265 504 35,86% 125,657502 92.18% 11,134,127 3.25% 5,040,419 45.27% 130,834,434 91.10% 774,915 6.96% Total 73,455,350 83,139,554 9,684,204 Total Present Value 40,7599873 45,722,587 4,962,713 * Reflects $412,644 in annual Chapter 185 money, which is higher than the true "Base Amount" will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. 14 City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of Required City Contributions Scenario 2 (Age 55&10 or 25&Out; May delay DROP); 6.5% phased -in Current Plan; 6.5% phased -in (Reflects Increase in Chapter 185 Revenue and Use of Excess Reserve) Required City Contribution Estimated Actual10 Funded Estimated Fiscal Actual Payroll year AAL on Ratio on Actual Payroll Valuation Year during Fiscal payroll % of Valuation Valuation during Fiscal P-ok Ending YSM growth $ Amoun Am Payroll Pak Date Year 10/1/2012 2014 5,155524 -1.26% 2.712,635 52.62% 72.156.731 69.10% 5,155524 10/1/2013 2015 5,444.394 -1.24% 2.681,909 49.26% 75222,963 70.08% 5,445.297 10/1/2014 2016 5.815586 -1.77% 2.850.219 49.01% 78.448,808 70.80% 5.817.484 10/1/2015 2017 6,155.764 -1.93% 3,014,478 48.97% 81.828,419 71.36% 6,158540 10/1/2016 2018 6,546.223 -2.61% 3.248.236 49.62% 85,251.283 71.50% 6 548,117 10/1/2017 2019 6,955,524 -2.68% 3,440.898 49.47% 88.776.357 72.27% 6,957,071 10/1/2018 2020 7,259,334 -3.06% 3,570,140 49.18% 92,430,545 73.16% 7,260,442 10/1/2019 2021 7,688.325 -2.08% 3.793,419 49.34% 96.025,871 74.04% 7,683531 10/1/2020 2022 7,791,803 -0.63% 3.821,100 49.04% 99,667.667 74.95% 7.795,310 10/1/2021 2023 8.311.418 3.51% 3 560.611 42.84% 102,132,737 76.66% 8,308,852 10/1/2022 2024 8.686,465 5.79% 3,470.243 39.95% 104582,325 78.42%c 8,668,645 10/1/2023 2025 9.012,044 5.48% 3.233,521 35.88% 107,066,839 79,82% 9,009 248 10/1/2024 2026 9.406.587 .5.17%> 3,378,846 3.5.92% 109.452.966 81.05% 9,388,882 10/1/2025 2027 9,697.273 4,93% 3.386.288 34.92% 111,835,939 82.01% 9,690243 10/1/2026 2028 10,070,974 4.65% 4.313,398 42.83% 114,167,925 83.04% 10.021,102 10/1/2027 2029 10,486,304 4.40%c 4.682,13.5 44.65% 116.440,089 84.02% 10.362,946 10/1/2028 2030 10.790.371 4.1917t 4,763,949 44.1.5% 118,736.052 85.78% 10554572 10/I/2029 2031 l 1.245,711 4.04% 4,895 258 43.53% 121.025,012 87.84% 10,747,04.5 10/IP030 2032 11,449,497 3.88% 4,372563 38.19% 123,354.166 89.97% 10,903.323 10/1P-031 2033 11,894,881 3.927c 4,265.504 35.86% 125,657,502 92.18% 11212,361 Total 73,455,350 Total Present Value 40,759,873 Required City Contribution Actual 10 year payroll % of erowth Amount Payroll -1.26% 2,727.397 52.90% -1,24% 2,736.262 50.25% -1.77% 2,948,883 50.69% -1.93% 3,152557 51.19% -2.61 % 3,433,832 52.44% -2.68% 3.664.289 52.67% -3.05% 3,821.170 52.63% -2.08%r. 4,083,029 53.14% -0.64% 4.124,499 52.91 % 3.52% 3,867.771 46.55% 5.79% 3.775,195 43.55% 5.46% 3 532526 39.21 % 5.16% 3,709547 39.51 % 4.90%r: 3.742,372 38.62% 4.64% 4,805,118 47.95% 4.35% 5.220,852 .50.38% 4.07% 5,319504 50.40%c 3.81 % 5.422,959 50.46% 3.41 % 4.937,024 45.28% 3.41 % 4.854,953 43.30% 79,879,739 43,831,340 AAL on Valuation Date 72,803,900 75.984.959 79 335,930 82,852.425 86,446,601 90.175,716 94.060.954 97.913.483 101,843,301 104,618219 107.433334 110.289,669 113.1 15,357 115,991,058 118,829,452 121,606,351 124,339,680 126.916,989 129.205,043 131,320,450 Funded Ratio on Valuation Pak 69.22% 69._56% 69.78% 69.94% 69.83% 70.40% 71.20% 72.09%) 73.06% 74.85% 76.66% 78.107c 79.37% 80.34% 81.38% 82.38% 84.21 % 86.33% 88.50% 90.777c Cost/(Savings) moun 14,762 54.353 98.664 138.079 185.596 223,391 251,030 289,610 303,399 307.160 304,952 299.005 330.701 356.084 491,720 538,717 555 555 527.701 564.461 589,449 6,424,389 3,071,467 % of 0.29% 1.00% 1.70% 2.24% 2.83%: 3.21 % 3.46% 3.77% 3.89% 3.70% 3.52% 3.32%. 3.52% 3.67% 4,91 % 5.20% 5.26% 4.91 % 5.18% 5.26% 15 City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of Required City Contributions Scenario 2 (Age 55&10 or 25&Out; May delay DROP); 6.5% phased -in Current Plan; 6.5% phased -in (With No Increases in Chapter 185 Revenue) " Required City Required City Contribution Contribution _ Cost/(Savings) Estimated Actual10 Funded Estimated Actual10 Funded Fiscal Actual Payroll year AAL on Ratio on Actual Payroll year AAL on Ratio on Valuation Year during Fiscal payroll % of Valuation Valuation during Fiscal payroll % of Valuation Valuation % of Date Fndine Year erowth Amount Pavm11 Date Dater growth Amoun 11 Dam DaAmount Payroll 10/1/2012 2014 5,155 524 -1,26% 2,712,635 52.62% 72,156,731 69.10% 5,155 524 -1.26% 2,851,834 55.32% 72,803,900 68.48% 139,199 2.70% 10/12013 2015 5,444,394 -1.24% 2,681,909 49.26% 75,222,963 70.08% 5,4452297 -1.24% 2,868,038 52.67% 75,984,959 68.85% 186,129 3.42% 10/12014 2016 5,815586 -1.77% 2,850,219 49.01% 78,448,808 70.80% 5,817,484 -1.77% 3,085594 53.04% 79,335,930 69.19% 235.175 4.05% 10/l/2015 2017 6.155,764 -1.93% 3,014.478 48.97% 81,828,419 71.36% 6.158 540 -1.93% 3.294,203 53.49% 82,852,42-5 69.46% 279.725 4.54% 10/l/2016 2018 6546.223 -2.61% 3.248.236 49.62% 85.251283 71.50% 6548,117 -2.61% 3581,820 54.70% 86,446,601 69.45% 333584 5.09% 10/1/2017 2019 6,955524 -2.68% 3,440,898 49.47% 88,776,357 72.27% 6,957,071 -2.68% 3,818,040 54.88% 90,175,716 70.11% 377,142 5.42% 10/12018 2020 7.259,334 -3.06% 3570,140 49.18% 92,430545 73.16% 7,260,442 -3.05% 3,980,900 54.83% 94,060,954 71.00% 410,760 5.66% 10/12019 2021 7,688,325 -2.08% 3,793,419 49.34% 96,025,871 74.04%c 7,683531 -2.08% 4,248,993 55.30% 97,913,483 71.96% 455 574 5,93% 10/l2020 2022 7,791,803 -0.63% 3.821,100 49.04% 99,667,667 74.95% 7,795,310 -0.64% 4.295,995 55.11% 101,843.301 73.01% 474,895 6.09% 10/12021 2023 8311.418 3.51% 3560,611 42.84% 102,132,737 76.66% 8.308.852 3.52% 4,048,073 48.72% 104,618,219 74.87% 487,462 5.87% 10/12022 2024 8,686,465 5.79% 3,470,243 39.95% 104582,325 78.42% 8,668,645 5.79% 3,963,305 45.72% 107,433,334 76.75% 493,062 5.69% 10/12023 2025 9,012,044 5.48% 3,233,521 35.88% 107,066,839 79.82% 9,009,248 5.46% 3,73.5,234 41.46% 110,289,669 78.25% 501,713 5.57% 10/12024 2026 9,406587 5.17% 3,378,846 35.92% 109,452,966 81.05% 9,388,882 5.16% 3,921,736 41.77% 113,115,357 79.58% 542,890 5.78% 10/l2025 2027 9,697.273 4.93% 3,386,288 34.92% 111,835,939 82.01% 9,690.243 4.90% 3,966,217 40.93% 115,991,058 80.62% 579,929 5.98% 10/l2026 2028 10,070,974 4.65% 4.313,398 42.83% 114,167,925 83.04% 10,021,102 4.64% 5,018568 50.08% 118,829,452 81.73% 705.170 7.04% 10/12027 2029 10.486.304 4.40% 4,682.135 44.65% 116A40,089 84.02% 10,362.946 4.35% 5,365,934 51.78% 121,606,351 82.79% 683.799 6.60% 10/l2028 2030 10,790,371 4.19% 4,763,949 44.15% 118,736,052 85.78% 10554572 4.07% 5,455,658 51.69% 124,339,680 84.67% 691,709 6.55% 10/12029 2031 11,245,711 4.04% 4,895,258 43.53% 121,025,012 87.84% 10,747,045 3.81% 5,558,372 51.72% 126,916,989 86.78% 663.114 6.17% 10/12030 2032 11,449,497 3.88% 4,372,563 38.19%e 123,354,166 89.97% 10,903,323 3.41% 5,091,852 46.70% 129,205.043 88.92% 719,289 6.60% 10/12031 2033 11,894,881 3.92% 4.265,504 35.86% 125.657:502 92.18% 11.212,361 3.41% .5,015.289 44.73% 131,320,450 91.14% 749,785 6.69% Total 73,455,350 83,165,655 9,710,305 Total Present Value 40,759,873 45,705,%3 4,946,090 * Reflects $412,644 in annual Chapter 185 money, which is higher than the true "Base Amount" will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. EL City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of Required City Contributions Scenario 3 (Age 59&10 or 25&Out; May delay DROP); 6.5% phased -in Current Plan; 6.5% phased -in (Reflects Increase in Chapter 185 Revenue and Use of Excess Reserve) Required City Required City Contribution Contribution Estimated Actual10 Funded Estimated Actual10 Funded Fiscal Actual Payroll year AAL on Ratio on Actual Payroll year AAL on Ratio on Valuation Year during Fiscal payroll % of Valuation Valuation during Fiscal payroll % of Valuation Valuation Date Ending Year grrwv h moun Pavmll Date Date Year emwth Amount Payroll Date Date 10/1/2012 2014 5,155324 -1.26% 2312,635 52.62% 72,156331 69.10% 5,155524 -1.26% 2,695,948 52.29% 72,651,446 69.37% 10/I2013 2015 5,444,394 -1.24% 2,681,909 49.26% 75,222,963 70.08% 5.444,394 -1.24% 2,702,053 49.63% 75,805,211 69.72% 10/1/2014 2016 5,815 586 -1.77% 2,850.219 49,01% 78,448,808 70.80% 5,815 586 -1.77% 2,913.608 50.10% 79,130,077 69.93% 10/12015 2017 6,155.764 -1.93% 3,014,478 48.97% 81,828.419 71.36% 6,155,764 -1.93% 3.118510 50.66% 82,626,941 70.07% 10/12016 2018 6 546.223 -2,61% 3.248,236 49.62% 85,251,283 71.50% 6546223 -2.61% 3.394,217 51.85% 86,182,664 69.93% 10/I2017 2019 6,955 524 -2.68% 3,440,898 49.47% 88,776,357 72,27% 6,955524 -2.68% 3.623,132 52.09% 89,871,314 70.48% 10/1/2018 2020 7259,334 -3.06% 3570.140 49.18% 92,430545 73.16% 7,259,334 -3.06% 3,779,209 52.06% 93,715,067 71,26% 10/1/2019 2021 7.688,325 -2.08% 3,793.419 49.34% 96,025,871 74.04% 7,688.325 -2.08% 4.040.215 52.55% 97523530 72.13% 10/1/2020 2022 7,791.803 -0.63% 3,821,100 49.04% 99,667,667 74.95% 7,791,803 -0.63% 4.075.113 52.30% 101,420,983 73.09% 10/ 12021 2023 8,31 1.418 3.51 % 3560,611 42.84% 102,132,737 76.66% 8,311,418 3.51 % 3,821,590 45.98% 104,150.184 74.87% 10/1/2022 2024 8,686,465 5.79% 3,470,243 39.95% 104 582,325 78.42% 8,686,465 5.79% 3,734,311 42.99% 106,924,660 76.66% 10/12023 2025 9,012.044 5.48% 3.233521 35.88% 107,066.839 79.82% 9,012,044 5.48% 3,480,451 38.62% 109,767,736 78.10% 10/12024 2026 9,406587 5.17% 3.378,846 35.92% 109,452,966 81.05`k 9.406587 5.17% 3,661,044 38.92% 112550,906 79.36% 10/l2025 2027 9,697,273 4.93% 3,386288 34.92% 111,835,939 82.01% 9,697.273 4,93% 3,681,085 37.96% 115,379,915 80.31% 10/1/2026 2028 10,070,974 4.65% 4,313,398 42.83% 114.167,925 83.04% 10,070,974 4.65% 4,764,578 47.31% 118,198,389 81.35% ]0/12027 2029 10.486.304 4.40% 4.682,135 44.65% 116,440.089 84.02% 10.429,897 4.40% 5,187,831 49.74% 121.010548 82.33% 10/12028 2030 10.790.371 4.19% 4,763,949 44.15% 118.736.052 85.78% 10580,373 4.13% 5 256,329 49.68% 123,825,815 84.18% 10/12029 2031 11245,711 4.04% 4,895,258 43.53% 121,025,012 87.84% 10,784579 3.84% 5,387,975 49.96% 126,434,003 86.31% 10/l/2030 2032 11.449,497 3.88% 4,372,563 38.19% 123,354,166 89.97% 10,867.277 3.44% 4,869,627 44.81% 128.746,683 88.47% 10/12031 2033 11,894.881 3.92% 4265.504 35.86% 125.657502 92.18% 11,186.103 3.38% 4,818,973 43.08% 130,830.056 90.73% Total 73,455,350 79,005,799 Total Present Value 40,759,873 43,340,408 Cost/(Savings) Amount (16,687) 20,144 63,389 104.032 145,981 182234 209,069 246.796 254.013 260,979 264,068 246.930 282,198 294,797 451,180 505,696 492,380 492,717 497,064 553,469 5,550,449 2,580,535 % of Payroll -0.33%c 0.37% 1.09% 1.69% 2.23% 2.62% 2.88% 3.21 % 3.26% 3.14% 3.04% 2.74% 3.00% 3.04%n 4.48% 4.85% 4.65% 4.57% 4.57% 4.95% 17 City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of Required City Contributions Scenario 3 (Age 59&10 or 25&Out; May delay DROP); 6.5% phased -in Current Plan; 6.5% phased -in (With No Increases in Chapter 185 Revenue) ° Required City Required City Contribution Contribution Cost/(Savings) Estimated Actual10 Funded Estimated Actual10 Funded Fiscal Actual Payroll year AAL on Ratio on Actual Payroll year AAL on Ratio on Valuation Year during Fiscal payroll % of Valuation Valuation during Fiscal payroll % of Valuation Valuation % of Date Ending Year growth S Amount Payroll Date Date Year gMwth S Amount Payroll Date Date Amount Payroll 10/12012 2014 5,155524 -1.26% 2,712.635 52.62% 72.156,731 69.10% 5.155,524 -1,26% 2,819,870 14.70% 72,651,446 68.63% 107.235 2.08% 10/1/2013 2015 5,444,394 -1.24% 2,681,909 49.26% 75.222,963 70.08% 5,444,394 -1.24% 2,833,807 52.05% 75,805 211 69.01% 151,898 2.79% 10/1/2014 2016 5,815,586 -1.77% 2,850,219 49.01% 78,448.808 70.80% 5,815,586 -1.77%c 3,050,856 52.46% 79,130,077 69.33% 200,637 3.45% 10/1/2015 2017 6.155,764 -1.93% 3,014.478 48.97%c 81,828,419 71.36% 6.155,764 -1.93% 3,260,093 .52,96% 82,626,941 69.58% 245,615 3.99% 10/ 1 /2016 2018 6546.223 -2.61 % 3.248,236 49.62% 85251.283 71.50% 6.546,223 -2.61 % 3.542,161 54.11 % 86.182.664 69.54% 293,925 4.49% 10/1/2017 2019 6,955.524 -2.68% 3,440,898 49.47% 88.776,357 72.27% 6,955,524 -2.68% 3,776,849 54.30% 89,871,314 70.19% 335,951 4.83% 10/1/2018 2020 7,259,334 -3.06% 3570,140 49.18% 92,430,545 73.16% 7,259,334 -3.06% 3,938,188 54.25% 93,715,067 71.06% 368,048 5.07% 10/1/2019 2021 7,688,325 -2.08% 3,793,419 49.34%c 96,025,871 74.04% 7.688.32.5 -2.08% 4.206282 54.71% 97,523,530 72.01% 412,863 5.37% 10/1P-020 2022 7,791.803 -0.63% 3,821.100 49,04% 99.667.667 74.95% 7.791,803 -0.63% 4.245,754 54.49% 101.420.983 73.05% 424,654 5.45% 10/ 1 /2021 2023 8,311,418 3, 51 % 3560.611 42.84% 102,132.737 76.66% 8,311,418 3.51 % 4.001,948 48.15% 104.150,184 74.89% 441,337 5.31 % 10/1/2022 2024 8,686,465 5.79% 3,470,243 39,95% 104,582,325 78.42% 8,686,465 .5.79% 3,922,808 45.16% 106,924,660 76.75% 452,565 5.21% 10/12023 2025 9,012,044 5.48% 3233,521 35.88% 107,066,839 79.82% 9,012,044 5.48% 3,684,123 40.88% 109,767,736 78.25% 450,602 5.00% 10/IR024 2026 9,406587 5.17% 3.378.846 35.92% 109.452.966 81.05% 9.406,587 5.17% 3.873,633 41.18% 112.550,906 79.57% 494,787 5.26% 10/12025 2027 9,697,273 4.93% 3,386,288 34.92% 111,835,939 82.01 % 9,697.273 4,93% 3,905,092 40.27% 115,379,915 80.59% 518,804 5.35% 10/1/2026 2028 10,070,974 4.65`1c 4,313,398 42.83% 114,167,925 83.04% 10,070,974 4.65% 4,978,082 49.43% 118,198„389 81.69% 664,684 6.60% 10/1/2027 2029 10,486,304 4.40% 4,682,135 44.65% 116,440,089 84.02% 10,429,897 4.40% 5,333,849 51.14% 121,010548 82.75% 651,714 6.25% 10/12028 2030 10,790.371 4.19% 4,763,949 44.15% 118,736,052 85.78% 10580,373 4.13% 5.392,816 50.97% 123.825,815 84.64% 628,867 5.94% 10/12029 2031 11,245,711 4.04% 4,895,258 43.53% 121,025,012 87.84% 10.784,579 3.84% -5,522,783 5121% 126,434,003 86.75% 627,525 5.82% 10/12030 2032 11,449,497 3.88% 4,372,563 38.19% 123,354,166 89.97% 10,867,277 3.44% 5.025,029 46.24% 128,746,683 88.88% 652,466 6,00% 10/12031 2033 11,894,881 3.92% 4265,504 35.86% 125,657,502 92.18% 11.186,103 3.38% 4.978,934 44.51% 130,830,056 91.10% 713,430 6.38% Total 73,455,350 82,292,957 8,837,607 Total Present Value 40,759,873 45,215,244 4,455,371 * Reflects $412,644 in annual Chapter 185 money, which is higher than the true "Base Amount" will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. 18 City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of City Contribution Requirement WITH Increases in Chapter 185 Revenue 5,000,000 e 0 a 4,000,000 c 0 U 3,000,000 U t u u v 2,000,000 �Currenl Plan; 6.5% phased -in Scenario 1 (55& 10 or 25); 6.5% phased -in 1,000,000 -i-Scenario 2 (55&10 or 25), Delayed DROP Entry; 6.5% phased -in —*—Scenario 3 (59&10 or 25), Delayed DROP Entry; 6.5% phased -in 0 A b O ry b b 4 O ry ry01 ,10� ,y0~ ,yOry ROR' ROB' 4, Fiscal Year End 19 City of Pahn Beach Gardens Police Officers' Pension Fund 20-Year Projection of City Contribution Requirement 6,000,000 , With No Increases in Chapter 185 Revenue * 5,000,000 o � a 4,000,000 G 0 U 3,000,000 U d u d 'ryo^1 2,000,000 —�—Current Plan; 6.5% phased -in —0—Scenario 1 (55&10 or 25); 6.5% phased -in 1,000,000 - Scenario 2 (55&10 or 25), Delayed DROP Entry; 6.5% phased -in --*-Scenario 3 (59&10 or 25), Delayed DROP Entry; 6.5%n phased -in INS Fiscal Year End * Reflects $412,644 in annual Chapter 185 money, which is higher than the one "Base Amount' will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. 20 70% 60% 50% 40% 30% City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of City Contribution Requirement (% of Pay) WITH Increases in Chapter 185 Revenue 20% Current Plan; 6.5% phased -in Scenario 1 (55& 10 or 25); 6.5% phased -in 10% (Scenario 2 (55& 10 or 25), Delayed DROP Entry; 6.5% phased -in —dr-Scenario 3 (59& 10 or 25), Delayed DROP Entry; 6.5% phased -in [ODA tie ti 1§1 If, 1P ti��o ry��ry Fiscal Year End 21 70% m 60%r 0. w 0 s 50% N 0 O Qfl% a c 30% U T p 20% u u b O rye, 10% City of Palm Beach Gardens Police Officers' Pension Fund 20-Year Projection of City Contribution Requirement (% of Pay) With No Increases in Chapter 185 Revenue * Current Plan; 6.5% phased -in tScenario 1 (55& 10 or 25); 6.5% phased -in tScenario 2 (55& 10 or 25), Delayed DROP Entry; 6.5% phased -in tScenario 3 (59& 10 or 25), Delayed DROP Entry; 6.5% phased -in 'Y�`bT ryp�4 tibryO ryoy`L ryO,`b ryOryb ryQ,16 Fiscal Year End If, • Reflects $412,644 in annual Chapter 185 money, which is higher than the true "Base Amount" will be after it is recalculated to reflect the benefit reductions under Ordinance 24-2012. 22 on iJe(��7L:,-t l,kf No CPAs S< AdvNors November 6, 2013 Board of Trustees Palm Beach Gardens Police Pension Fund Palm Beach Gardens, Florida Board of Trustees: This engagement letter between Palm Beach Gardens Police Pension Fund (hereafter referred to as the "Fund") and Cherry Bekaert LLP (the "Firm" or "CB") sets forth the nature and scope of the services we will provide, the Fund's required involvement and assistance in support of our services, the related fee arrangements and other Terms and Conditions, which are attached hereto and incorporated by reference, designed to facilitate the performance of our professional services and to achieve the mutually agreed upon objectives of the Fund. SUMMARY OF SERVICES We will provide the following services to the Fund as of and for the year ended September 30, 2013: Audit services 1. We will audit the basic financial statements of the Fund as of and for the year ended September 30, 2013. 2. We will audit the schedule of administrative and investment expenses. As part of our engagement, we will apply certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or the financial statements themselves. 3. We will apply limited procedures to the pension plan information and management's discussion and analysis (MD&A)) which will consist of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the financial statements. Accounting and other services We will provide the following additional services: 1. Assist in the preparation of the financial statements and footnotes. YOUR EXPECTATIONS As part of our planning process, we will discuss with you your expectations of CB, changes that occurred during the year, your views on risks facing you, any relationship issues with CB, and specific engagement arrangements and timing. Our services plan, which includes our audit plan, is designed to provide a foundation for an effective, efficient, and quality -focused approach to accomplish the engagement objectives and meet or exceed your expectations. Our service plan will be reviewed with you periodically and will serve as a benchmark against which you will be able to measure our performance. Any additional services that you may request, and that we agree to provide, will be the subject of separate written arrangements. The engagement will be led by Jim Burdick, who will be responsible for assuring the overall quality, value, and timeliness of the services provided to you. BAKER TULY 800 N. Magnolia Avenue, Suite 1300, Orlando, FL 32803 1 P 407.423,7911 1 &h.corn ;NTft >,NAaONN ,z Palm Beach Gardens Police Pension Fund November 6, 2013 Page 2 AUDIT SERVICES The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the Summary of Services section when considered in relation to the basic financial statements taken as a whole. The objective also includes reporting on: • Internal control related to the financial statements and compliance with the provisions of applicable laws, regulations, contracts, agreements and grants, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. The reports on internal control and compliance will each include a paragraph that states that the purpose of the report is solely to describe (1) the scope of testing of internal control over financial reporting and compliance and the result of that testing and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance, and (2) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering internal control over financial reporting and compliance. The paragraph will also state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; Government Auditing Standards, issued by the Comptroller General of the United States; and will include tests of accounting records and other procedures as deemed necessary to enable us to express such opinions and to render the required reports. If any of our opinions resulting from the procedures described above are other than unqualified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or issue a report as a result of this engagement. ACCOUNTING AND OTHER SERVICES Accounting services We will advise Management about the application of appropriate accounting principles, and may propose adjusting journal entries to the Fund's financial statements. Management is responsible for reviewing the entries and understanding the nature of any proposed entries and the impact they have on the Fund's financial statements. If, while reviewing the journal entries, Management determines that a journal entry is inappropriate, it will be Management's responsibility to contact us to correct it. Financial statement preparation We will assist in the preparation of the Fund's financial statements and notes, based on information in the Fund's accounting records. However, the responsibility for the Fund's financial statements and notes remains with Management. This responsibility includes establishing and maintaining adequate records and effective internal controls over financial reporting, the selection and application of accounting principles, the safeguarding of assets, and adjusting the financial statements for any material misstatements as well as reviewing and approving for publication the draft financial statements prepared with our assistance. Palm Beach Gardens Police Pension Fund November 6, 2013 Page 3 Management's responsibilities related to accounting and other services For all nonattest services we perform in connection with the engagement, you are responsible for designating a competent employee to oversee the services, make any management decisions, perform any management functions related to the services, evaluate the adequacy of the services, and accept overall responsibility for the results of the services. Prior to the release of the report, Management will need to sign a representation letter acknowledging your responsibility for the results of these services. FEES The estimated fee contemplates only the services described in the Summary of Services section of this letter. If Management requests additional services not listed above, we will provide an estimate of those fees prior to commencing additional work. The following summarizes the fees for the services described above: Description of Services Estimated Fee Audit services Audit of the financial statements, including assistance with Preparation of financial statements $15,150 If the foregoing is in accordance with your understanding, please sign a copy of this letter in the space provided and return it to us. If you have any questions, please call Jim Burdick at (407)423-7911. Sincerely, CHERRY BEKAERT LLP ATTACHMENT — Engagement Letter Terms and Conditions Palm Beach GardenAPolice Pension Fund ACCEPTED BY: 1 TITLE: DATE: Attachment - Page 1 Cherry Bekaert LLP EnRaRement Letter Terms and Conditions The following terms and conditions are an integral part of the attached engagement letter and should be read in their entirety in conjunction with your review of the letter. LIMITATIONS OF THE AUDIT REPORT Should the Fund wish to include or incorporate by reference these financial statements and our report thereon into any other document at some future date, except the Fund annual report or the annual audit or CAFR of the plan sponsor or employer, we will consider granting permission to include our report into another such document at the time of the request. However, we may be required by generally accepted auditing standards ("GAAS") to perform certain procedures before we can give our permission to include our report in another document such as an annual report, private placement, regulator filing, official statement, offering of debt securities, etc. You agree that you will not include or incorporate by reference these financial statements and our report thereon, or our report into any other document without our prior written permission. In addition, to avoid unnecessary delay or misunderstandings, it is important to provide us with timely notice of your intention to issue any such document. LIMITATIONS OF THE AUDIT PROCESS In conducting the audit, we will perform tests of the accounting records and such other procedures as we consider necessary in the circumstances to provide a reasonable basis for our opinion on the financial statements. We also will assess the accounting principles used and significant estimates made by Management, as well as evaluate the overall financial statement presentation. Our audit will include procedures designed to obtain reasonable assurance of detecting misstatements due to errors or fraud that are material to the financial statements. Absolute assurance is not attainable because of the nature of audit evidence and the characteristics of fraud. For example, audits performed in accordance with GAAS are based on the concept of selective testing of the data being examined and are, therefore, subject to the limitation that material misstatements due to errors or fraud, if they exist, may not be detected. Also, an audit is not designed to detect matters that are immaterial to the financial statements. In addition, an audit conducted in accordance with GAAS does not include procedures specifically designed to detect illegal acts having an indirect effect (e.g., violations of fraud and abuse statutes that result in fines or penalties being imposed on the Fund) on the financial statements. Similarly, in performing our audit we will be aware of the possibility that illegal acts may have occurred. However, it should be recognized that our audit provides no assurance that illegal acts generally will be detected, and only reasonable assurance that illegal acts having a direct and material effect on the determination of financial statement amounts will be detected. We will inform you with respect to errors and fraud, or illegal acts that come to our attention during the course of our audit unless clearly inconsequential. In the event that we have to consult with the Fund's counsel or counsel of our choosing regarding any illegal acts we identify, additional fees incurred may be billed to the Fund. You agree to cooperate fully with any procedures we deem necessary to perform with respect to these matters. If, for any reason, we are unable to complete the audit, or are unable to form, or have not formed an opinion on the financial statements, we may decline to express an opinion or decline to issue a report as a result of the engagement. We will notify the appropriate party within your organization of our decision and discuss the reasons supporting our position. MANAGEMENT'S RESPONSIBILITIES RELATED TO THE AUDIT Management is responsible for the fair presentation of the financial statements in conformity with GAAP, including the appropriate basis of accounting is applied by all component units, if applicable, for making all financial records and related information available to us, for ensuring that all material information is Attachment - Page 2 disclosed to us, and for identifying and ensuring that the Fund complies with the laws and regulations applicable to its activities and with the provisions of contracts and grant agreements. Management is responsible for the preparation of the supplementary information in conformity with GAAP. Management agrees to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. Management also agrees to include the audited financial statements with any presentation of the supplementary information that includes our report thereon or make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Management is also responsible for adjusting the financial statements to correct material misstatements, informing us of events that occurred subsequent to the balance sheet date until the date of the auditors' report that might affect the financial statements or related disclosures and informing us of any discovery of facts related to items that existed at the financial statement date that might affect the financial statements or related disclosures. Management is responsible for informing us of its views regarding the risk of fraud at the Fund. Management must inform us of their knowledge of any allegations of fraud or suspected fraud affecting the Fund received in communications from employees, former employees, regulators, or others and for informing us about all known or suspected fraud affecting the Fund involving (a) Management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. Management is responsible for the design and implementation of programs and controls over financial reporting and to prevent and detect fraud. Appropriate supervisory review procedures are necessary to provide reasonable assurance that adopted policies and prescribed procedures are adhered to and to identify errors and fraud or illegal acts. As a part of our audit, we will consider the Fund's internal control structure, as required by GAAS, sufficient to plan the audit and to determine the nature, timing, and extent of auditing procedures necessary for expressing our opinion concerning the financial statements. An audit is not designed to provide any assurance on internal controls. As part of our consideration of the Fund's internal control structure, we will inform you of matters that come to our attention that represent significant deficiencies or material weaknesses in the design or operation of the internal control structure. Management is responsible for establishment and maintenance of a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying to us previous audits or other engagements or studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits or other engagements or studies. You are also responsible for providing management's views on our current findings, conclusions and recommendations, as well as your planned corrective actions, and the timing and format related thereto. At the conclusion of the engagement, Management will provide to us a representation letter that, among other things, addresses (1) Management's responsibilities related to the audit and confirms certain representations made to us during the audit, including, Management's acknowledgement of its responsibility for the design and implementation of programs and controls to prevent and detect fraud; (2) Management's responsibilities related to the monitoring of internal control over financial reporting; and (3) Management's knowledge, directly or from allegations by others, of fraud or suspected fraud affecting the Fund. The representation letter will also affirm to us that Management believes that the effects of any uncorrected misstatements, if any, pertaining to the financial statements are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. The Firm will rely on Management providing these representations to us, both in the planning and performance of the audit, and in considering the fees that we will charge to perform the audit. Attachment - Page 3 AUDIT PROCEDURES —GENERAL An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve professional judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the Fund or to acts by management or employees acting on behalf of the Fund. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because an audit is designed to provide reasonable, but not absolute assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform you of any material errors and fraud, or illegal acts that come to our attention during the course of our audit. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, creditors and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. AUDIT PROCEDURES — INTERNAL CONTROLS Our audit will include obtaining an understanding of the Fund and its environment, including internal controls, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under professional standards, and Government Auditing Standards. AUDIT PROCEDURES - COMPLIANCE As part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we will perform tests of the Fund's compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Attachment - Page 4 Communications At the conclusion of the audit engagement, we may provide Management and those charged with governance a letter stating any significant deficiencies or material weaknesses which may have been identified by us during the audit and our recommendations designed to help the Fund make improvements in its internal control structure and operations related to the identified matters discovered in the financial statement audit. As part of this engagement we will ensure that certain additional matters are communicated to the appropriate members of the Fund. Such matters include (1) our responsibility under GAAS; (2) the initial selection of and changes in significant accounting policies and their application; (3) our independence with respect to the Fund; (4) the process used by Management in formulating particularly sensitive accounting estimates and the basis for our conclusion regarding the reasonableness of those estimates; (5) audit adjustments, if any, that could, in our judgment, either individually or in the aggregate be significant to the financial statements or our report; (6) any disagreements with Management concerning a financial accounting, reporting or auditing matter that could be significant to the financial statements; (7) our views about matters that were the subject of Management's consultation with other accountants about auditing and accounting matters; (8) major issues that were discussed with Management in connection with the retention of our services, including, among other matters, any discussions regarding the application of accounting principles and auditing standards; and (9) serious difficulties that we encountered in dealing with Management related to the performance of the audit. OTHER MATTERS Access to working papers The working papers and related documentation for the engagement are the property of the Firm and constitute confidential information. We have a responsibility to retain the documentation for a period of time to satisfy legal or regulatory requirements for records retention. Except as discussed below, any requests for access to our working papers will be discussed with you prior to making them available to requesting parties. We may be requested to make certain documentation available to regulators, governmental agencies (e.g., SEC, PCAOB, HUD, DOL, etc.) or their representatives ("Regulators") pursuant to law or regulations. If requested, access to the documentation will be provided to the Regulators. The Regulators may intend to distribute to others, including other governmental agencies, our working papers and related documentation without our knowledge or express permission. You hereby acknowledge and authorize us to allow Regulators access to and copies of documentation as requested. In addition, our Firm, as well as all other major accounting firms, participates in a "peer review" program covering our audit and accounting practices as required by the American Institute of Certified Public Accountants. This program requires that once every three years we subject our quality assurance practices to an examination by another accounting firm. As part of the process, the other firm will review a sample of our work. It is possible that the work we perform for you may be selected by the other firm for their review. If it is, they are bound by professional standards to keep all information confidential. If you object to having the work we do for you reviewed by our peer reviewer, please notify us in writing. Electronic transmittals During the course of our engagement, we may need to electronically transmit confidential information to each other, within the Firm, and to other entities engaged by either party. Although email is an efficient way to communicate, it is not always a secure means of communication and thus, confidentiality may be compromised. You agree to the use of email and other electronic methods to transmit and receive information, including confidential information between the Firm, the Fund and other third party providers utilized by either party in connection with the engagement. Attachment - Page 5 Subpoenas In the event we are requested or authorized by you or required by government regulation, subpoena, or other legal process to produce our working papers or our personnel as witnesses with respect to our engagement for you, you will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expense, as well as the fees and expenses of our counsel, incurred in responding to such a request at standard billing rates. TERMS AND CONDITIONS SUPPORTING FEE The estimated fees set forth in the attached engagement letter are based on anticipated full cooperation from your personnel, timely delivery of requested audit schedules and supporting information, timely communication of all significant accounting and financial reporting matters, the assumption that unexpected circumstances will not be encountered during the audit, as well as working space and clerical assistance as mutually agreed upon and as is normal and reasonable in the circumstances. We strive to ensure that we have the right professionals scheduled on each engagement. As a result, sudden Fund requested scheduling changes or scheduling changes necessitated by the agreed information not being ready on the agreed upon dates can result in expensive downtime for our professionals. Any last minute schedule changes that result in downtime for our professionals could result in additional fees. Our estimated fee does not include assistance in bookkeeping or other accounting services not previously described. If for any reason the Fund is unable to provide such schedules, information and assistance, the Firm and the Fund will mutually revise the fee to reflect additional services, if any, required of us to achieve these objectives. The estimated fees contemplate that the Fund will provide adequate documentation of its systems and controls related to significant transaction cycles and audit areas. In providing our services, we will consult with the Fund with respect to matters of accounting, financial reporting or other significant business issues as permitted by professional standards. Accordingly, time necessary to effect a reasonable amount of such consultation is reflected in our fee. However, should a matter require research, consultation or audit work beyond that amount, the Firm and the Fund will agree to an appropriate revision in our fee. The estimated fees are based on auditing and accounting standards effective as of the date of this engagement letter and known to apply to the Fund at this time, but do not include any time related to the application of new auditing or accounting standards that impact the Fund for the first time. If new auditing or accounting standards are issued subsequent to the date of this letter and are effective for the period under audit, we will estimate the impact of any such standard on the nature, timing and extent of our planned audit procedures and will communicate with you concerning the scope of the additional procedures and the estimated fees. In the event of nonpayment of any invoice rendered by us, we retain the right to (a) suspend the performance of our services, (b) change the payment conditions under this engagement letter, or (c) terminate our services. If we elect to suspend our services, such services will not be resumed until your account is paid. If we elect to terminate our services for nonpayment, the Fund will be obligated to compensate us for all time expended and reimburse us for all expenses through the date of termination. This engagement letter sets forth the entire understanding between the Fund and the Firm regarding the services described herein and supersedes any previous proposals, correspondence, and understandings whether written or oral. Any subsequent changes to the terms of this letter, other than additional billings, will be rendered in writing and shall be executed by both parties. Should any portion of this engagement letter be ruled invalid, it is agreed that such invalidity will not affect any of the remaining portions. THE LAW OFFICES OF ANN H. PERRY aperry@perryjensenlaw.com [IDTRRY &JENSEN, LLC MEMORANDUM TO: Board of Trustees FROM: Bonni S. Jensen ,`- Fund Legal Counsel DATE: December, 2013 SUBJECT: IRS Mileage Rate for 2014 BONNI SPATARA JENSEN bsjensen@perryjensenlaw.com This is to inform you that the Internal Revenue Service ("IRS") released its updated Standard Mileage Rate for 2014. The new rate is 56 cents per mile as of January 1, 2014. As you know from previous years, the mileage rate can fluctuate within the same year. We will do our best to keep you and the administrator informed. You can find the current rate at the link below. http://www.irs.gov/pub/irs-drop/n-13-80.pdf If you have any questions, please do not hesitate to contact us. BSJ/pah H:\AII Miscellaneous\ALL BOARDS\2014\2014 Mileage Rate Memo.wpd 400 EXECUTIVE CENTER DRIVE, SUITE 207 % WEST PALM BEACH, FLORIDA 33401-2922 PH: 561.686.6550 :• Fx: 561.686.2802 ort�wreavneu The Law Offices of Perry & Jensen, LLC 400 Executive Center Drive, Suite 207 West Palm Beach, Florida 33401 2008 FEE SCHEDULE (Current) COSTS/FEES AMOUNT PER Attorney Fees $ 200 Hour Legal Assistant $ 75 Hour Office Assistant $ 25 Hour Travel Time* $ 100 Hour Photocopies $0.15 Page Faxes $0.50 Page Postage is billed at the current rate as posted by the U.S. Postal Service. Other shipping charges are billed at the current rates set by the service provider. 2013 FEE SCHEDULE (Proposed) COSTS/FEES AMOUNT PER Attorney Fees $ 225 Hour Legal Assistant $ 75 Hour Office Assistant $ 25 Hour Travel Time* $ 110 Hour Photocopies $0.15 Page Faxes $0.50 Page Postage and Shipping charges will continue to be billed at the current rates set by the service providers. *Travel time is billed only when traveling on behalf of the Fund outside of Palm Beach County. HAAII Miscellaneous\ALL BOARDS\2013\Atty Fees\FEE Schedule Comparison 2008-2013.wpd THE LAW OFFICES OF PERRY &JENSEN.) LLC ANN H. PERRY BONNI SPATARA JENSEN aperry@perryjensenlaw.com bsjensen@perryjensenlaw.com 29, 2013 j@Perryjensenlaw.com Palm Beach Gardens Police Officers' Pension Fund Board of Trustees 4360 Northlake Boulevard Suite 206 Palm Beach Gardens, FL 33410 Re: Palm Beach Gardens Police Officers' Pension Fund Fee Increase Our File Number 0003 Dear Trustees: Over the past several years, our firm has faced increased expenses in significant areas of our operation such as office supplies, office space, utilities, employee benefits, travel expenses, etc. We have avoided passing these increased costs to our clients by economizing in ways not affecting our quality of service or our ability to respond to your needs. At this time, we must make an adjustment to our fees. Beginning December 16, 2013, your new rate will be $225 per hour. Please note that our last fee increase was in June of 2008. Attached is a breakdown of past fees and proposed fees. We greatly appreciate your business and the opportunity to continue serving you. If you have questions regarding this increase, please contact me. Sincerely yours, Bonni S. Jensen BSJ/Ig Enclosure E-Copy: Administrator H:WII Miscellaneous\ALL BOARDS\2013\Atty Fees\2013-10-29 Fee Increase Ltr.wpd 400 EXECUTIVE CENTER DRIVE, SUITE 207•:• WEST PALM BEACH, FLORIDA 33401-2922 PH: 561.686.6550 •:• Fx: 561.686.2802 13 WE �@4fbinb2 Palm Beach Gardens Police Officers' Retirement Fund Investment Review Quarter Ending December 31, 2013 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Table of Contents Total Return Summary Page 2 Performance Returns for Various Periods Page 3 Performance Metrics Page 5 Equity Sector Allocation and Returns Page 6 Top Ten Holdings Page 7 Portfolio Characteristics Page 8 Fixed Income Characteristics Page 9 Portfolio Holdings & Purchases and Sales Page 13 Commentary Page 27 Period Ending 12/31/2013 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Period Ending 12/31/2013 Total Return Summary - Growth Total Return Summary - Fixed Talue MarketTalueI Quart er Quart - 12/31/13) $16,533,712.47 $16,309,564.19-$224,148.28 $0.00-$246,256.06 $22,107.78 One Year One 3 - 12/31/13) $16,811,961.11 $16,309,564.19-$502,396.92 $700,000.00-$792,836.35-$409,560.57 Five Year $11,959,556.22 $16,309,564.19 $4,350,007.97 $13,539,534.18-$12,189,940.25 $3,000,414.04 (1/1/09 - 12/31/13) ICC'CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Growth Total R1000G 10% 10 Period Ending 12/31/2013 Performance Returns for Various Periods - Growth % 10% 11% 11% 11% 1 32% 33% 34% 35% 36% 1 20% Growth 10.94% 10.44 % 35.53 % 33.49 % Growth Performance Returns for Various Periods - Fixed 20% 20% 20% 20.25 % 20.39% -0.2% -0.1% 0.0% 0.1% 0.2% -2% -2% -2% -2% 4% 4% 4% 4% 4% 5% Core Fixed Core Fixed Core Fixed Quarter One Year Five Year (Annualized) 1 1• Total' 0»14% -2.36% BCAG -0.14% -2.03% -2.36% 4.44% BCGC -0.03 % 4.40% .sk, 3 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Period Ending 12/31/2013 Large Cap Growth - Five Year Performance Metrics vs. Russell 1000 Growth le Metric History ,e` Definition Batting 55.0% 50.0% 50.0% 50.0% The percentage of quarters the portfolio has outperformed the benchmark. Average(%) Alpha (%) 2.15 1.55 2.33 -0.39 The excess return of the portfolio relative to the return of the benchmark index on a risk -adjusted basis. Beta 1.03 1.01 1.00 1.06 A measure of the volatility, or systematic risk, of the portfolio in comparison to the index. Composite 20.56 15.88 18.64 16.86 A measure of the dispersion of the portfolio's historical returns from the average. The Std. Deviation (%) more spread apart the returns, the higher the deviation. Benchmark 19.03 14.11 17.89 15.22 A measure of the dispersion of the benchmark's historical returns from the average. 0 Std. Deviation (/) The more read apart the returns, the higher the deviation. p P g R-Squared 0.916 0.924 0.919 0.925 A statistical measure that represents the percentage of portfolio's movements that can be explained by movements in the benchmark index. Up -Market A statistical measure of the portfolio's overall performance in up -markets. It is used to 107.90 104.20 103.10 103.70 evaluate how well the portfolio performed relative to an index during periods when Capture Ratio (%) that index has risen. Down -Market A statistical measure of the portfolio's overall performance in down -markets. It is used 95.80 95.80 89.50 98.80 to evaluate how well the portfolio performed relative to an index during periods when Capture Ratio (%) that index has fallen. Information Ratio 0.33 0.25 0.39 0.13 The information ratio measures a portfolio's ability to generate excess returns relative to a benchmark, but also attempts to identify the consistency of the portfolio. Tracking Error 6.44 6.48 6.26 5.62 This measure reports the difference between the return a portfolio receives and that of the benchmark it is paired against. Sharpe Ratio 0.45 0.45 0.77 1.25 A measure that indicates the average return minus the risk -free return divided by the standard deviation of return. *All metrics are based upon the composite performance. ICC'CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund 30% 25% 20% 15% 10% 5% 0% 20% 15% 10% 5% 0% -5% -10% Growth Sector Allocation Period Ending 12/31/2013 MATERIALS INDUSTRIALS TELECOM. CONS. DISCRETION CONSUMER ENERGY FINANCIALS HEALTH CARE INFO. TECH. UTILITIES STAPLES Growth Sector Returns (4Q13) MATERIALS INDUSTRIALS TELECOM. CONS. DISCRETION CONSUMER ENERGY FINANCIALS HEALTH CARE INFO. TECH. UTILITIES STAPLES O Account 4J R1000G 6 ICC APITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Growth - Top Ten Equity Holdings AMERICAN EXPRESS CORP. 2.80 20.51 IBM 2.48 1.81 AFFILIATED MANAGERS GROUP INC 2.39 18.75 CARDINAL HEALTH INC 2.36 28.69 EBAY INC. 2.30 (1.67) GOOGLE INC CL A 2.27 13.09 LOWES CORP 2.13 4.47 HONEYWELL 2.11 10.60 CBS CORP. CLASS B 2.11 15.78 HOME DEPOT 2.09 9.09 Period Ending 12/31/2013 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Period Ending 12/31/2013 Large Cap Growth - Portfolio Characteristics vs. Russell 1000 Growth Metric History Market Capitalization -Large Cap Growth ($MM) -Benchmark " 112 Definition 61.9 62.5 60.9 74.1 The weighted average of the total dollar market value of each company's 93.7 84.0 87.3 101.1 outstanding shares. Price to Earnings Large Cap Growth +� 14.5 14.3 14.9 16.1 A weighted average of the valuation ratio of each company's current share price compared to its previous year per-share earnings. -Benchmark �r 14.9 16.5 17.5 18.6 Price to Book Large Cap Growth .� 3.3 3.1 3.4 3.8 A weighted average of the valuation ratio of each company's current share price compared to its per-share book value. -Benchmark 4.4 4.4 4.5 4.9 Price to Sales Large Cap Growth0.9 0.9 1.0 1.1 A weighted average of the valuation ratio of each company's current share price compared to its previous year per-share sales. -Benchmark �.�_. 1.8 1.8 1.9 2.0 Price to Cash Flow Large Cap Growth .f�/ 11.3 11.0 11.3 12.1 A weighted average of the valuation ratio of each company's current share price compared to its previous year per-share cash flows. -Benchmark �'f 12.3 12.6 13.3 14.3 Dividend Yield (%) Large Cap Growth `�'�.�� 1.8 1.9 1.7 1.6 A weighted average that shows how much each company pays out in dividends each year relative to its share price. -Benchmark ~��-"�� 1.8 1.7 1.7 1.6 EPS Growth (%) (1 Year) -Large Cap Growth. 10.0 9.0 11.0 13.0 The weighted average of each company's percentage change in earnings per share (EPS), on a historical one-year basis. -Benchmark �, 17.0 10.0 9.0 11.0 EPS Growth (%) -Large Cap Growth (3 Year) -Benchmark ~�+-. 16.0 14.0 12.0 13.0 The weighted average of each company's percentage change in earnings per share (EPS), on a historical three-year annualized basis. " � 20.0 17.0 14.0 15.0 EPS Growth (%) -Large Cap Growth (5 Year) -Benchmark / r; 11.0 12.0 17.0 20.0 The weighted average of each company's percentage change in earnings per share (EPS), on a historical five-year annualized basis. .��f.� 18.0 17.0 18.0 21.0 Return on Assets (%) Large Cap Growth "��� 11.5 11.2 11.0 10.7 The weighted average of how profitable each company is relative to its total assets on a historical five-year basis. -Benchmark �. 15.4 14.8 14.7 14.8 Debt to Equity (%) -Large Cap Growth + 35.0 35.0 36.0 38.0 A weighted average of each company's financial leverage calculated by dividing its total liabilities by stockholders' equity. It indicates what proportion of equity and debt the company is using to finance its assets. -Benchmark 33.0 34.0 34.0 34.0 *Characteristics are based upon the composite. CC`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund ICC Core Fixed Income Portfolio o Corporate Bonds i US Treasuries Gov't Sponsored Mortgage Pools I Municipal Bonds Corporate Bonds 66.9% US Treasuries 4.3% Gov't Sponsored 17.6% Mortgage Pools 10.2% Municipal Bonds 1.0% ee�, Fixed Income Sector Allocation Barclays Capital Government/Credit Index Id Corporate Bonds I US Treasuries I u Gov't Sponsored Corporate Bonds 32.8% US Treasuries 52.5% Gov't Sponsored 14.7% Total00 , Period Ending 12/31/2013 Barclays Capital Aggregate Index I_] Corporate Bonds I US Treasuries i Gov't Sponsored i CMBS ` TABS iUSMBS Corporate Bonds 22.3% US Treasuries 35.7% Gov't Sponsored 10.0% CMBS 1.7% ABS 0.5% US MBS Totalee , 9 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund ICC Core Fixed Income Portfolio 0 AAA W AA oA u BBB Other AAA 6.9% AA 50.2% A 41.7% BBB 0.0% Other 1.3% Fixed Income Quality Allocation Barclays Capital Government/Credit Index o AAA o AA oA BBB Other AAA 60.5% AA 6.7% A 16.1% BBB 16.8% Other Total11', 0.0% Period Ending 12/31/2013 Barclays Capital Aggregate Index kid AAA u AA uA IJ BBB Other AAA 72.4 % AA 4.9% A 11.1% BBB 11.6% Other 0.0% 11', 10 t�C—A—PITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund ICC Core Fixed Income Portfolio Ll <3 Yrs 13-5 Yrs 15-7 Yrs u 7-10 Yrs _1 >10 Yrs <3 Yrs 28.9% 3-5 Yrs 36.4% 5-7 Yrs 13.8% 7-10 Yrs 20.0% >10 Yrs El 1.0% to°° Fixed Income Maturity Allocation Barclays Capital Government/Credit Index 1 <3 Yrs 13-5 Yrs 15-7 Yrs 7-10 Yrs >10 Yrs <3 Yrs 34.2% 3-5 Yrs 22.7% 5-7 Yrs 13.0% 7-10 Yrs 12.6% >10 Yrs Total 17.5% M Period Ending 12/31/2013 Barclays Capital Aggregate Index M. L1 <3 Yrs 13-5 Yrs 15-7 Yrs 7-10 Yrs >10 Yrs <3 Yrs 25.5% 3-5 Yrs 18.5 % 5-7 Yrs 16.0% 7-10 Yrs 21.4% >10 Yrs Total00 18.7% ° 11 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund ICC Core Fixed Income Portfolio E A <3 Yrs 13-5 Yrs 15-7 Yrs u 7-10 Yrs I >10 Yrs <3 Yrs 34.0% 3-5 Yrs 38.4% 5-7 Yrs 11.0% 7-10 Yrs 16.7% >10 Yrs Total00 0.0% , Fixed Income Duration Allocation Barclays Capital Government/Credit Index M <3 Yrs -A 3-5 Yrs u 5-7 Yrs 17-10 Yrs i >10 Yrs <3 Yrs 35.9% 3-5 Yrs 24.2% 5-7 Yrs 13.9% 7-10 Yrs 10.4% >10 Yrs Total00 15.5% , Portfolio Duration vs. Index Duration (Ratio) 1.8% 1.4% 1.0% 0.6% 0.2% 12/31/2011 3/31/2012 6/30/2012 9/30/2012 12/31/2012 3/31/2013 Period Ending 12/31/2013 Barclays Capital Aggregate Index U <3 Yrs U 3-5 Yrs 15-7 Yrs 1 7-10 Yrs i >10 Yrs <3 Yrs 27.1% 3-5 Yrs 25.0% 5-7 Yrs 22.7% 7-10 Yrs 14.6% >10 Yrs Total 10.6% 00 Index Acct 6/30/2013 9/30/2013 12/31/2013 12 ICC„ APITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Portfolio Holdings - Growth Unit Tota I Market • Quantity Security Cost Cost Price Value Assets Yield SUPERVISED ASSETS CASH AND EQUIVALENTS CASH & CASH EQUIVALENTS 316,817.57 316,817.57 3.5 0.1 DIV CASH ACCRUAL ACCT 4,871.50 4,871.50 0.1 0 321,689.07 321,689.07 3.5 0.1 COMMON STOCK MATERIALS 3500 FREEPORT MCMORAN COP & GOLD 45.74 160,078.83 37.74 132,090.00 1.5 3.3 1000 ROCK-TENN COMPANY CL-A 63.71 63,714.09 105.01 105,010.00 1.2 1.3 500 SHERWIN WILLIAMS CO 169.17 84,583.40 183.50 91,750.00 1 0.4 850 WESTLAKE CHEMICAL CORP 85.570 72,733.23 122.07 103,759.50 1.100 0.7 381,109.55 432,609.50 4.8 1.6 INDUSTRIALS 1000 BOEING CO 75.66 75,662.90 136.49 136,490.00 1.5 2.1 1200 CARLISLE COS INC 58.81 70,566.30 79.40 95,280.00 1 1.1 300 CATERPILLAR TRACTOR CO 101.36 30,406.92 90.81 27,243.00 0.3 2.6 1600 DEERE & CO. 93.53 149,644.16 91.33 146,128.00 1.6 2 6400 DELTA AIR LINES, INC 19.1 122,266.88 27.47 175,808.00 1.9 ? 2600 EMERSON ELECTRIC CO. 49.32 128,238.84 70.18 182,468.00 2 2.5 1500 FLOWSERVE CORP 47.21 70,808.30 78.83 118,245.00 1.3 0.7 2100 HONEYWELL 66.55 139,760.88 91.37 191,877.00 2.1 2 1500 IDEX CORP 48.7 73,045.20 73.85 110,775.00 1.2 1.1 4000 MASCO CORP. 19.6 78,394.40 22.77 91,080.00 1 2.8 6200 SOUTHWEST AIRLINES CO. 8.97 55,623.00 18.84 116,808.00 1.3 0.8 2300 THOR INDUSTRIES INC 53.34 122,677.93 55.23 127,029.00 1.4 1.7 1400 WABTEC CORP COM 57.04 79,854.04 74.27 103,978.00 1.1 0.2 900 WHIRLPOOL CORP 135.19 121,671.27 156.86 141,174.00 1.6 1.1 1,318,621.02 1,764,383.00 19.4 1.4 TELECOMMUNICATIONS 3500 VERIZON COMMUNICATIONS 50.31 176,090.25 49.14 171,990.00 1.9 4.3 CONSUMER DISCRETIONARY 1700 A. 0. SMITH 45.01 76,514.96 53.94 91,698.00 1 1.5 2300 AUTONATION INC 45 103,508.97 49.69 114,287.00 1.3 0 Period Ending 12/31/2013 13 ICC`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund 3000 CBS CORP. CLASS B 2300 COMCAST CLASS A 11600 FORD MOTOR CO. 1600 HARLEY DAVIDSON INC 1700 HASBROINC 2300 HOME DEPOT 3900 LOWES CORP 1600 STARBUCKS CORP CONSUMER STAPLES 3600 COCA COLA COMPANY 2100 CVS CAREMARK CORP 3900 FLOWERS FOODS INC 2400 GENERAL MILLS INC. 1300 INGREDION INC 1200 KIMBERLY CLARK CORP 1600 TUPPERWARE CORPORATION 1400 WALGREENS CO. Portfolio Holdings - Growth 31.27 93,812.66 63.74 191,220.00 2.1 0.8 47.57 109,405.94 51.96 119,519.50 1.3 1.5 17.09 198,253.53 15.43 178,988.00 2 2.6 64.59 103,341.60 69.24 110,784.00 1.2 0.9 42.34 71,979.67 55.01 93,517.00 1 2.9 58.96 135,614.07 82.34 189,382.00 2.1 1.4 38.41 149,781.84 49.55 193,245.00 2.1 1.5 56.86 90,977.86 78.39 125,424.00 1.4 1.3 1,133,191.10 1,408,064.50 15.5 1.4 36.77 132,357.18 41.31 148,716.00 1.6 2.5 59.63 125,215.44 71.57 150,297.00 1.7 1.5 18.95 73,909.68 21.47 83,733.00 0.9 2.1 39.73 95,363.18 49.91 119,784.00 1.3 3 56.9 73,966.49 68.46 88,998.00 1 2.5 93.85 112,619.76 104.46 125,352.00 1.4 3.1 68.62 109,787.52 94.53 151,248.00 1.7 2.6 59.8 83,720.56 57.44 80,416.00 0.9 2.2 806,939.81 948,544.00 10.5 2.4 Period Ending 12/31/2013 ENERGY 700 CARBO CERAMICS INC 117.46 82,221.95 116.53 81,571.00 0.9 1 800 CONOCOPHILLIPS 46.87 37,492.76 70.65 56,520.00 0.6 3.9 1400 EXXON MOBIL CORP. 81.89 114,639.59 101.20 141,680.00 1.6 2.3 1100 PHILLIPS 66 40.37 44,403.81 77.13 84,843.00 0.9 2 800 SM ENERGY CO 67.96 54,365.04 83.11 66,488.00 0.7 ? 1000 WHITING PETROLEUM CORP 49.77 49,766.06 61.87 61,870.00 0.7 0 382,889.21 492,972.00 5.4 1.6 FINANCIALS 1000 AFFILIATED MANAGERS GROUP INC 89.7 89,702.08 216.88 216,880.00 2.4 0 500 AMERCO 208.02 104,011.45 237.84 118,920.00 1.3 ? 2800 AMERICAN EXPRESS CORP. 53.59 150,050.04 90.73 254,044.00 2.8 0.9 2900 APARTMENT INVT & MGMT 29.78 86,356.16 25.91 75,139.00 0.8 ? 1900 FIRST REPUBLIC BANK 26.77 50,863.40 52.35 99,465.00 1.1 0.8 2400 LPL FINANCIAL HOLDINGS INC 30.92 74,220.00 47.05 112,920.00 1.2 1.6 14 CG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Portfolio Holdings - Growth Unit Tota I Market • Quantity 600 VISA INC-CLASS A SHARES 118.31 70,988.16 222.68 133,608.00 1.5 0.7 626,191.29 1,010,976.00 11.1 0.6 HEALTH CARE 2200 ABBVIE INC 33.11 72,831.48 52.81 116,182.00 1.3 3 2400 AMERISOURCE BERGEN CORP 46.2 110,876.16 70.31 168,744.00 1.9 1.3 3200 CARDINAL HEALTH INC 41.2 131,833.40 66.81 213,792.00 2.4 1.8 1900 CIGNA CORP 34.89 66,283.61 87.48 166,212.00 1.8 0 600 MCKESSON HBOC INC. 90.6 54,357.66 161.40 96,840.00 1.1 0.6 1600 MEDNAX INC 53.23 85,167.44 53.38 85,408.00 0.9 ? 521,349.75 847,178.00 9.3 1.2 INFORMATION TECHNOLOGY 150 APPLE COMPUTER INC 294.47 44,171.00 561.02 84,153.00 0.9 1.9 3800 EBAY INC. 42.2 160,370.77 54.86 208,487.00 2.3 0 4800 EMC CORP 18.36 88,114.20 25.15 120,720.00 1.3 1.6 1600 GLOBAL PAYMENTS INC 47.57 76,118.24 64.99 103,984.00 1.1 0.1 184 GOOGLE INC CL A 1039.13 191,200.82 1,120.71 206,210.64 2.3 0 1200IBM 199.47 239,362.66 187.57 225,084.00 2.5 1.8 200 MASTERCARD INC 678.62 135,723.86 835.46 167,092.00 1.8 0.5 4600 MICROSOFT CORP. 27.48 126,394.08 37.41 172,086.00 1.9 2.5 2500 ORACLE CORPORATION 31.52 78,794.59 38.26 95,650.00 1.1 1.3 3100 PAYCHEX INC 32.26 100,007.53 45.53 141,143.00 1.6 3.1 6500 SYMANTEC CORP 17.96 116,711.67 23.58 153,270.00 1.7 2.5 1,356,969.42 1,677,879.64 18.5 1.3 6,703,351.40 8,754,596.64 96.5 1.5 7,025,040.47 9,076,285.71 100 1.4 TOTAL PORTFOLIO 7,025,040.47 9,076,285.71 100 1.4 15 Period Ending 12/31/2013 Icc`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Purchases and Sales - Growth PURCHASES Period Ending 12/31/2013 10/4/2013 10/9/2013 2700 A.0.SMITH 45.01 121523.76 11/4/2013 11/7/2013 500 AMERCO 208.02 104011.45 12/20/2013 12/26/2013 400 APARTMENT INVT & MGMT 25.51 10205.16 11/15/2013 11/20/2013 2300 COM CAST CLASS A 47.57 109405.94 12/2/2013 12/5/2013 10100 FORD MOTOR CO. 17.15 173212.98 12/13/2013 12/18/2013 1500 FORD MOTOR CO. 16.69 25040.55 10/29/2013 11/1/2013 127 GOOGLE INC CL A 1031.51 131001.63 11/26/2013 12/2/2013 57 GOOGLE INC CL A 1056.13 60199.19 10/10/2013 10/16/2013 1600 HARLEY DAVIDSON INC 64.59 103341.6 10/16/2013 10/21/2013 4000 MASCO CORP. 19.6 78394.4 10/16/2013 10/21/2013 800 MEDNAX INC 106.46 85167.44 10/16/2013 10/21/2013 500 STARBUCKS CORP 78.05 39027.15 11/14/2013 11/19/2013 3500 VERIZON COMMUNICATIONS 50.31 176090.25 11/13/2013 11/18/2013 1400 WALGREENS CO. 59.8 83720.56 1300342.06 SALES 10/23/2013 10/28/2013 1000 A.0.SMITH 50.05 50048.62 11/15/2013 11/20/2013 2700 ELI LILLY AND COMPANY 50.99 137665.74 10/16/2013 10/21/2013 6600 GRAFTECH INTERNATIONAL LTD 8.09 53417.48 12/9/2013 12/12/2013 1100 HASBROINC 52.15 57363.67 10/9/2013 10/15/2013 400 MCKESSO N HBOC INC. 133.35 53338.07 10/24/2013 10/29/2013 300 MCKESSO N HBOC INC. 149.33 44800.02 12/18/2013 12/23/2013 2900 ORACLE CORPORATION 33.81 98048.74 11/15/2013 11/20/2013 1000 SM ENERGY CO 91.01 91009.51 12/2/2013 12/5/2013 1100 TARGET CORPORATION 63.05 69356.1 10/29/2013 11/1/2013 400 VISA INC-CLASS A SHARES 204.71 81883.93 736931.88 0. ICC`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund SUPERVISED ASSETS CASH AND EQUIVALENTS CASH & CASH EQUIVALENTS Portfolio Holdings - Fixed 848,858.05 848,858.05 5.2 0.1 Period Ending 12/31/2013 CORPORATE BONDS 125000 HONEYWELL INTERNATIONAL 99.560 124,452.50 100.41 125,508.12 0.800 3.900 A A2 3.875% 2/15/14 70000 YALE UNIVERSITY 105.5 73,847.90 101.97 71,381.45 0.4 2.8 AAA Aaa 2.900% 10/15/14 35000 GENERAL ELEC CAP CORP 99.86 34,950.65 104.36 36,526.84 0.2 3.4 AA+ Al 3.500% 6/29/15 165000 MICROSOFT CORP 99.56 164,275.65 102.08 168,436.62 1 1.6 AAA AAA 1.625% 9/25/15 200000 WAL-MART STORES INC 99.09 198,190.00 101.90 203,805.80 1.2 1.5 AA AA2 1.500% 10/25/15 190000 PROCTER & GAMBLE CO/THE 99.2 188,480.00 102.31 194,390.52 1.2 1.8 AA- AA3 1.800% 11/15/15 150000 SAN DIEGO GAS & ELECTRIC 111.890 167,829.00 108.16 162,235.35 1.000 4.9 A+ Aa3 5.300% 11/15/15 150000 MONSANTO CO 99.79 149,680.50 104.25 156,379.80 1 2.6 A+ Al 2.750% 4/15/16 255000 MERCK & CO INC 100.19 255,479.40 99.82 254,553.49 1.6 0.7 AA A2 0.700% 5/18/16 80000 AMERICAN EXPRESS CREDIT 104.82 83,856.80 104.49 83,590.40 0.5 2.7 A- A2 2.800% 9/19/16 160000 PNC FUNDING CORP 103.64 165,830.40 104.31 166,890.08 1 2.6 A- A3 2.700% 9/19/16 245000 MISSISSIPPI POWER CO 103.99 254,770.60 102.82 251,909.00 1.5 2.3 A BAA1 2.350% 10/15/16 240000 AFLAC INC 105.36 252,876.00 103.19 247,658.16 1.5 2.6 A- A3 2.650% 2/15/17 100000 NATIONAL RURAL UTIL COOP 99.68 99,680.00 111.41 111,413.90 0.7 4.9 A+ Al 5.450% 4/10/17 210000 WELLS FARGO & COMPANY 102.87 216,033.30 101.86 213,916.29 1.3 2.1 A+ A2 2.100% 5/8/17 320000 FRANKLIN RESOURCES INC 100.65 322,083.20 97.76 312,830.08 1.9 1.4 AA- Al 1.375% 9/15/17 115000 MCDONALD'S CORP 102.47 117,839.35 115.29 132,585.91 0.8 5 A A2 5.800% 10/15/17 260000 GENERAL DYNAMICS CORP 99.71 259,243.40 96.89 251,920.24 1.5 1 A A2 1.000% 11/15/17 40000 GENERAL ELEC CAP CORP 100.86 40,345.20 99.34 39,736.72 0.2 1.6 AA+ Al 1.600% 11/20/17 200000 METLIFE INC 101.18 202,362.00 98.94 197,878.60 1.2 1.8 A- A3 1.756% 12/15/17 260000 BB&T CORPORATION 99.8 259,493.00 97.37 253,154.20 1.6 1.5 A- A2 1.450% 1/12/18 250000 WELLS FARGO & COMPANY 100.17 250,425.00 99.35 248,385.00 1.5 1.5 A+ A2 1.500% 1/16/18 205000 GOLDMAN SACHS GROUP INC 98.95 202,857.75 100.38 205,779.20 1.3 2.4 A- BAA1 2.375% 1/22/18 335000 BANK OF NEW YORK MELLON 99.86 334,520.95 97.49 326,586.14 2 1.3 A+ Al 1.300% 1/25/18 30000 JPMORGAN CHASE & CO 100.53 30,159.90 99.12 29,736.66 0.2 1.8 A A3 1.800% 1/25/18 175000 CATERPILLAR FINANCIAL SE 100.42 175,731.50 96.96 169,679.30 1 1.3 A A2 1.300% 3/1/18 115000 CONS EDISON CO OF NY 99.96 114,949.40 115.65 132,997.27 0.8 5.1 A- A3 5.850% 4/1/18 260000 APPLE INC 99.86 259,638.60 96.69 251,406.22 1.5 1 AA+ Aa1 1.000% 5/3/18 160000 BANK OF NEW YORK MELLON 99.59 159,344.00 99.63 159,401.60 1 2.1 A+ Al 2.100% 8/1/18 205000 INTERCONTINENTALE EXCHANGE 100.69 206,408.35 100.74 206,507.77 1.3 2.5 A A3 2.500% 10/15/18 160000 ORACLE CORP 100.86 161,374.40 100.90 161,432.32 1 2.4 A+ Al 2.375% 1/15/19 195000 WELLS FARGO & COMPANY 100.27 195,528.45 99.69 194,389.26 1.2 2.2 Ate 2.150% 1/15/19 17 ICC`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Portfolio Holdings - Fixed Period Ending 12/31/2013 80000 PRINCETON UNIVERSITY 114.07 91,252.80 113.08 90,467.52 0.6 4.4 AAA AAA 4.950% 3/1/19 115000 CHEVRON CORP 99.97 114,964.35 113.43 130,445.53 0.8 4.4 AA AA1 4.950% 3/3/19 80000 DARTMOUTH COLLEGE 113.29 90,632.80 111.39 89,114.96 0.5 4.3 AA+ Aal 4.750% 6/1/19 30000 COSTCO WHOLESALE CORP 100.36 30,109.50 96.32 28,896.81 0.2 1.8 A+ Al 1.700% 12/15/19 140000 BAXTER INTERNATIONAL INC 99.61 139,456.80 107.81 150,931.76 0.9 3.9 A A3 4.250% 3/15/20 205000 NATIONAL RURAL UTIL CORP 98.36 201,644.15 96.58 197,989.00 1.2 2.4 A+ Al 2.350% 6/15/20 205000 CHEVRON CORP 98.67 202,277.60 97.31 199,477.30 1.2 2.5 AA Aal 2.427% 6/24/20 155000 GEORGE WASHINGTON UNIVERSITY 100 155,000.00 106.87 165,656.25 1 4.6 A+ Al 4.896% 9/15/20 250000 COCA -COLA CO/THE 99.09 247,730.00 97.13 242,828.50 1.5 2.5 AA- Aa3 2.450% 11/1/20 50000 GENERAL ELECTRIC CAP CORP 103.86 51,930.00 109.04 54,522.35 0.3 4.2 AA+ Al 4.625% 1/7/21 230000 ALABAMA POWER CO 100.14 230,317.40 101.89 234,352.98 1.4 3.9 A A2 3.950% 6/1/21 110000 OCCIDENTAL PETROLEUM COR 100.83 110,917.40 97.40 107,136.81 0.7 3.2 A Al 3.125% 2/15/22 110000 PEPSICO INC 103.44 113,789.50 95.01 104,510.78 0.6 2.9 A- Al 2.750% 3/5/22 225000 UNITEDHEALTH GROUP INC 99.49 223,861.50 95.12 214,026.75 1.3 3 A A3 2.875% 3/15/22 195000 US BANCORP 100.41 195,803.40 96.70 188,559.34 1.2 3.1 A+ Al 3.000% 3/15/22 115000 KAISER FOUNDATION HOSPITAL 103.23 118,713.35 94.79 109,004.36 0.7 3.7 A+ 3.500% 4/1/22 210000 GENERAL DYNAMICS CORP 98.78 207,448.50 89.79 188,552.91 1.2 2.5 A A2 2.250% 11/15/22 360000 MICROSOFT CORP 100.32 361,159.20 90.34 325,220.40 2 2.4 AAA Aaa 2.125% 11/15/22 250000 CONOCOPHILLIPS COMPANY 98.36 245,895.00 91.06 227,653.25 1.4 2.6 A Al 2.400% 12/15/22 205000 GENERAL ELEC CAP CORP 94.25 193,206.35 94.88 194,495.39 1.2 3.3 AA+ Al 3.100% 1/9/23 205000 E.I. DO PONT DE NEMOURS 94.16 193,036.20 91.58 187,747.81 1.2 3.1 A A2 2.800% 2/15/23 245000 PEPSICO INC 95.17 233,171.40 92.56 226,762.69 1.4 3 A- Al 2.750% 3/1/23 210000 MEDTRONIC INC 102.14 214,485.60 92.50 194,247.90 1.2 3 AA- A2 2.750% 4/1/23 260000 MICROSOFT CORP 100.33 260,868.40 90.47 235,222.78 1.4 2.6 AAA AAA 2.375% 5/1/23 80000 BAXTER INTERNATIONAL INC 99.08 79,265.60 95.53 76,427.92 0.5 3.3 A A3 3.200% 6/15/23 165000 HOWARD HUGHES MEDICAL 101.68 167,768.70 98.34 162,254.40 1 3.6 AAA Aaae 3.500% 9/1/23 255000 SUTTER HEALTH 100 255,000.00 95.65 243,911.32 1.5 1.8 AA- Aa3 1.674% 8/15/53 Accrued Interest 66,033.70 0.4 10,452,242.65 10,359,453.82 63.5 2.5 MUNICIPAL BONDS 140000 COMMONWEALTH FING AUTH PA REV 100 140,000.00 107.59 150,623.20 0.9 5.3 AA- Al 5.653% 6/1/24 Accrued Interest 659.52 0 140,000.00 151,282.72 0.9 5.3 GOVERNMENT BONDS 255000 US TREASURY N/B 99.97 254,920.31 100.05 255,119.59 1.6 0.2 AA+ AAA 0.250% 5/31/15 18 ICG'CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Period Ending 12/31/2013 Portfolio Holdings - Fixed Quantity Security Cost Cost Price Value Assets Yield Ratings Rating % Date 210000 US TREASURY N/B 99.56 209,081.25 99.90 209,786.64 1.3 0.5 AA+ AAA 0.500% 6/15/16 125000 US TREASURY N/B 99.97 124,960.94 99.59 124,492.25 0.8 0.6 AA+ AAA 0.625% 12/15/16 75000 US TREASURY N/B 99.67 74,753.91 97.81 73,359.37 0.4 1 AA+ AAA 1.000% 5/31/18 Accrued Interest 198.66 0 663,716.41 662,956.52 4.1 0.5 MORTGAGE POOLS 4592.87 GNJO M #781313 103.12 4,736.40 104.05 4,778.91 0 5.8 AA+ Aaa 6.000% 7/15/16 13606.1 FNCI M #254371 99.56 13,546.57 106.87 14,540.58 0.1 5.1 AA+ Aaa 5.500% 7/1/17 45348.501 FGCI #E01443 105.41 47,800.16 104.94 47,590.94 0.3 3.3 AA+ Aaa 3.500% 7/1/18 768.38 FGCI N #1313455 99.71 766.11 106.01 814.56 0 4.2 AA+ Aaa 4.500% 4/1/19 18867.25 FNCI N #725445 96.09 18,129.99 106.44 20,082.41 0.1 4.2 AA+ Aaa 4.500% 5/1/19 13836.88 FNCI N #825335 97.31 13,465.01 105.93 14,657.57 0.1 3.8 AA+ Aaa 4.000% 5/1/20 12437.91 FNCI N #255888 97.31 12,103.64 105.91 13,173.46 0.1 3.8 AA+ Aaa 4.000% 8/1/20 6481.03 FNCI N #829053 97 6,286.60 105.91 6,864.23 0 3.8 AA+ Aaa 4.000% 8/1/20 18465.08 FGCI #G12205 96.48 17,815.92 106.26 19,620.55 0.1 4.2 AA+ Aaa 4.500% 6/1/21 980.142 FGCI N #G12323 95.88 939.71 106.25 1,041.40 0 4.2 AA+ Aaa 4.500% 8/1/21 36674.94 GNSF M #552509 98.77 36,222.23 111.24 40,798.89 0.3 5.4 AA+ Aaa 6.000% 4/15/32 9852.4 GNSF M #582153 99.83 9,835.47 111.85 11,020.17 0.1 5.4 AA+ Aaa 6.000% 6/15/32 106024.005 FGLMC#G02268 102.08 108,227.39 111.12 117,815.99 0.7 5.8 AA+ Aaa 6.500% 8/1/36 143984.212 GN POOL#782119 107.08 154,175.60 111.95 161,186.87 1 5.4 AA+ Aaa 6.000% 8/15/36 90477.06 FNCL # 256394 102 92,286.63 111.25 100,657.18 0.6 5.8 AA+ Aaa 6.500% 9/1/36 80055.18 G2 POOL#4194 106.12 84,958.56 110.25 88,261.80 0.5 5 AA+ Aaa 5.500% 7/20/38 35324.712 G2 POOL#4195 99.89 35,286.03 112.59 39,770.79 0.2 5.3 AA+ Aaa 6.000% 7/20/38 126965.044 G2 POOL # 4447 104.81 133,075.24 108.54 137,811.29 0.8 4.6 AA+ Aaa 5.000% 5/20/39 315725.534 G2 POOL # 4496 109.58 345,966.12 108.58 342,811.00 2.1 4.6 AA+ Aaa 5.000% 7/20/39 130646.371 GNSF 5.5% POOL #714005 106.16 138,689.29 109.89 143,565.34 0.9 5 AA+ Aaa 5.500% 10/15/39 223292.9 FG POOL #G05900 108.64 242,586.80 110.38 246,477.85 1.5 5.4 AA+ Aaa 6.000% 3/1/40 Accrued Interest 6,593.62 0 1,516,899.48 1,579,935.39 9.7 5 GOVERNMENT SPONSORED BOND 230000 FREDDIE MAC 100 230,006.90 100.20 230,464.83 1.4 0.5 AA+ AAA 0.500% 8/28/15 225000 FEDERAL HOME LOAN BANK 99.91 224,795.25 100.06 225,137.02 1.4 0.4 AA+ AAA 0.450% 10/26/15 360000 FANNIE MAE 99.87 359,526.32 99.85 359,449.20 2.2 0.4 AA+ AAA 0.375% 12/21/15 160000 FANNIE MAE 99.95 159,920.00 99.74 159,590.88 1 0.6 AA+ AAA 0.600% 8/15/16 40000 FANNIE MAE 100 40,000.00 100.29 40,115.64 0.2 1.5 AA+ AAA 1.500% 3/27/17 19 ICC CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund 205000 FEDERAL HOME LOAN BANK 205000 FANNIE MAE 125000 FANNIE MAE 245000 FANNIE MAE 215000 FANNIE MAE 215000 FREDDIE MAC 365000 FREDDIE MAC 100000 FANNIE MAE 40000 FANNIE MAE Accrued Interest TOTAL PORTFOLIO Portfolio Holdings - Fixed 99.63 204,245.60 99.10 203,151.72 1.2 0.8 AA+ 100 205,000.00 100.73 206,497.73 1.3 1.6 AA+ 99.97 124,968.75 98.50 123,122.12 0.8 0.7 AA+ 99.25 243,157.60 97.79 239,592.85 1.5 1.3 AA+ 99.99 214,978.50 96.25 206,941.15 1.3 1.2 AA+ 99.99 214,978.50 96.00 206,390.54 1.3 1.1 AA+ 100 365,000.00 99.38 362,728.60 2.2 1.8 AA+ 103.17 103,168.00 100.02 100,015.20 0.6 2.5 AA+ 99.95 39,980.00 98.45 39,380.20 0.2 2.3 AA+ 4,499.99 0 2,729,725.42 2,707,077.69 16.6 1.1 16,351,442.01 16,309,564.19 100 2.4 2.4 16,351,442.01 16,309,564.19 100 Period Ending 12/31/2013 Aaa 0.750% 4/17/17 AAA 1.600% 9/19/17 AAA 0.700% 11/15/17 Aaa 1.250% 6/20/18 AAA 1.150% 10/30/18 AAA 1.050% 10/30/18 AAA 1.825% 12/31/18 AAA 2.500% 2/13/20 Aaa 2.250% 10/23/23 20 ICG'CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Purchases and Sales- Fixed Period Ending 12/31/2013 PURCHASES 10/30/2013 11/4/2013 80000 AT&T WIRELESS 90.67 72533.6 2.625% Due 12-01-22 10/30/2013 11/4/2013 80000 BAXTER INTERNATIONAL INC 99.08 79265.6 3.200% Due 06-15-23 11/4/2013 11/7/2013 250000 COCA -COLA CO/THE 99.09 247730 2.450% Due 11-01-20 10/23/2013 10/24/2013 40000 FANNIE MAE 99.95 39980 2.250% Due 10-23-23 11/15/2013 11/18/2013 170000 FANNIE MAE 96.52 164078.9 0.000% Due 06-01-17 11/20/2013 11/22/2013 245000 FANNIE MAE 99.25 243157.6 1.250% Due 06-20-18 11/27/2013 12/2/2013 205000 FEDERAL HOME LOAN BANK 99.63 204245.6 0.750% Due 04-17-17 12/19/2013 12/31/2013 365000 FREDDIE MAC 100 365000 1.825% Due 12-31-18 10/8/2013 10/21/2013 326487.984 G2 POOL # 4496 109.58 357759.41 5.000% Due 07-20-39 10/4/2013 10/9/2013 205000 INTERCONTINENTALE EXCHANGE 100.69 206408.35 2.500% Due 10-15-18 10/23/2013 10/28/2013 245000 PEPSICO INC 95.17 233171.4 2.750% Due 03-01-23 11/12/2013 11/15/2013 100000 PRAXAIR INC 90.41 90413 2.200% Due 08-15-22 12/11/2013 12/16/2013 125000 US TREASURY N/B 99.97 124960.94 0.625% Due 12-15-16 12/13/2013 12/18/2013 195000 WELLS FARGO & COMPANY 100.27 195528.45 2.150% Due 01-15-19 2624232.85 SALES 12/9/2013 12/12/2013 80000 AT&T WIRELESS 2.625% Due 12-01-22 10/28/2013 10/31/2013 230000 BLACKROCK INC 3.375% Due 06-01-22 11/22/2013 11/27/2013 160000 BRISTOL-MYERS SQUIBB CO 21 89.16 71328.8 101.75 234018.1 89.75 143600 CG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Purchases and Sales- Fixed Period Ending 12/31/2013 2.000% Due 08-01-22 12/2/2013 12/2/2013 120000 COCA -COLA CO 100.92 121106.4 3.625% Due 03-15-14 12/2/2013 12/2/2013 135000 COCA -COLA CO 100.92 136244.7 3.625% Due 03-15-14 11/20/2013 11/22/2013 170000 FANNIE MAE 96.61 164237 0.000% Due 06-01-17 11/13/2013 11/14/2013 250000 FREDDIE MAC 100.12 250312.5 0.450% Due 11-24-15 11/4/2013 11/7/2013 80000 GOLDMAN SACHS GROUP INC 97.25 77800.8 3.625% Due 01-22-23 12/18/2013 12/23/2013 255000 IBM CORP 98.4 250920 1.875% Due 05-15-19 12/2/2013 12/5/2013 205000 JPMORGAN CHASE & CO 107.7 220791.15 4.400% Due 07-22-20 11/12/2013 11/15/2013 80000 PRAXAIR INC 105.38 84304 4.050% Due 03-15-21 11/15/2013 11/20/2013 100000 PRAXAIR INC 90.86 90858 2.200% Due 08-15-22 10/23/2013 10/24/2013 40000 US TREASURY N/B 100.55 40221.88 1.375% Due 09-30-18 11/22/2013 11/26/2013 180000 US TREASURY N/B 99.02 178228.12 1.000% Due 05-31-18 11/13/2013 11/18/2013 125000 UTAH ST 108.09 135112.5 4.554% Due 07-01-24 10/23/2013 10/28/2013 115000 VERIZON COMMUNICATIONS 112.92 129855.7 5.500% Due 04-01-17 12/13/2013 12/18/2013 80000 WELLS FARGO & COMPANY 100.69 80552 1.250% Due 07-20-16 2409491.65 PRINCIPAL PAYDOWNS 10/1/2013 10/15/2013 5559.92 FG POOL#G05900 100 5559.92 6.000% Due 03-01-40 11/1/2013 11/15/2013 8097.55 FG POOL #G05900 100 8097.55 6.000% Due 03-01-40 12/1/2013 12/15/2013 4776.38 FG POOL #G05900 100 4776.38 22 ICG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Purchases and Sales- Fixed Period Ending 12/31/2013 6.000% Due 03-01-40 10/1/2013 10/15/2013 2062.09 FGCI#E01443 100 2062.09 3.500% Due 07-01-18 11/1/2013 11/15/2013 1219.52 FGCI#E01443 100 1219.52 3.500% Due 07-01-18 12/1/2013 12/15/2013 4954.91 FGCI#E01443 100 4954.91 3.500% Due 07-01-18 10/1/2013 10/15/2013 487.88 FGCI #G12205 100 487.88 4.500% Due 06-01-21 11/1/2013 11/15/2013 502.89 FGCI#G12205 100 502.89 4.500% Due 06-01-21 12/1/2013 12/15/2013 392.68 FGCI#G12205 100 392.68 4.500% Due 06-01-21 10/1/2013 10/15/2013 30.11 FGCIN #B13455 100 30.11 4.500% Due 04-01-19 11/1/2013 11/15/2013 19.72 FGCIN #B13455 100 19.72 4.500% Due 04-01-19 12/1/2013 12/15/2013 14.66 FGCIN #B13455 100 14.66 4.500% Due 04-01-19 10/1/2013 10/15/2013 23.93 FGCIN #G12323 100 23.93 4.500% Due 08-01-21 11/1/2013 11/15/2013 34.47 FGCI N #G12323 100 34.47 4.500% Due 08-01-21 12/1/2013 12/15/2013 23.07 FGCIN #G12323 100 23.07 4.500% Due 08-01-21 10/1/2013 10/15/2013 760.69 FGLM C #G02268 100 760.69 6.500% Due 08-01-36 10/1/2013 10/15/2013 2595.74 FGLM C #G02268 100 2595.74 6.500% Due 08-01-36 11/1/2013 11/15/2013 1024.911 FGLM C #G02268 100 1024.91 6.500% Due 08-01-36 11/1/2013 11/15/2013 3497.299 FGLM C #G02268 100 3497.3 6.500% Due 08-01-36 12/1/2013 12/15/2013 1059.061 FGLM C #G02268 100 1059.06 6.500% Due 08-01-36 12/1/2013 12/15/2013 3613.829 FGLM C #G02268 100 3613.83 6.500% Due 08-01-36 23 CG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund 10/1/2013 10/25/2013 11/1/2013 11/25/2013 12/1/2013 12/25/2013 10/1/2013 10/25/2013 11/1/2013 11/25/2013 12/1/2013 12/25/2013 10/1/2013 10/25/2013 10/1/2013 10/25/2013 11/1/2013 11/25/2013 11/1/2013 11/25/2013 12/1/2013 12/25/2013 12/1/2013 12/25/2013 10/1/2013 10/25/2013 11/1/2013 11/25/2013 12/1/2013 12/25/2013 10/1/2013 10/25/2013 11/1/2013 11/25/2013 12/1/2013 12/25/2013 10/1/2013 10/25/2013 Purchases and Sales- Fixed 651.33 FNCI M #254371 5.500% Due 07-01-17 746.02 FNCI M #254371 5.500% Due 07-01-17 488.37 FNCI M #254371 5.500% Due 07-01-17 345.1 FNCI N #255888 4.000% Due 08-01-20 254.36 FNCI N #255888 4.000% Due 08-01-20 253.47 FNCI N #255888 4.000% Due 08-01-20 21.483 FNCI N #725445 4.500% Due 05-01-19 692.077 FNCI N #725445 4.500% Due 05-01-19 18.592 FNCI N #725445 4.500% Due 05-01-19 598.948 FNCI N #725445 4.500% Due 05-01-19 18.544 FNCI N #725445 4.500% Due 05-01-19 597.386 FNCI N #725445 4.500% Due 05-01-19 197.17 FNCI N #825335 4.000% Due 05-01-20 200.22 FNCI N #825335 4.000% Due 05-01-20 198.66 FNCI N #825335 4.000% Due 05-01-20 92.57 FNCI N #829053 4.000% Due 08-01-20 271.07 FNCI N #829053 4.000% Due 08-01-20 226.74 FNCI N #829053 4.000% Due 08-01-20 4961.59 FNCL # 256394 Period Ending 12/31/2013 100 651.33 100 746.02 100 488.37 100 345.1 100 254.36 100 253.47 99.99 21.48 100 692.08 99.99 18.59 100 598.95 99.98 18.54 100 597.39 100 197.17 100 200.22 100 198.66 100 92.57 100 271.07 100 226.74 100 4961.59 24 CG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Purchases and Sales- Fixed Period Ending 12/31/2013 6.500% Due 09-01-36 11/1/2013 11/25/2013 3395.18 FNCL # 256394 100 3395.18 6.500% Due 09-01-36 12/1/2013 12/25/2013 1792.03 FNCL# 256394 100 1792.03 6.500% Due 09-01-36 10/1/2013 10/20/2013 3593.48 G2 POOL # 4194 100 3593.48 5.500% Due 07-20-38 11/1/2013 11/20/2013 2477.72 G2 POOL # 4194 100 2477.72 5.500% Due 07-20-38 12/1/2013 12/20/2013 2120.12 G2 POOL # 4194 100 2120.12 5.500% Due 07-20-38 10/1/2013 10/20/2013 1272.11 G2 POOL # 4195 100 1272.11 6.000% Due 07-20-38 11/1/2013 11/20/2013 1219.97 G2 POOL # 4195 100 1219.97 6.000% Due 07-20-38 12/1/2013 12/20/2013 1117.92 G2 POOL # 4195 100 1117.92 6.000% Due 07-20-38 10/1/2013 10/20/2013 3509.52 G2 POOL # 4447 100 3509.52 5.000% Due 05-20-39 11/1/2013 11/20/2013 2862.8 G2 POOL # 4447 100 2862.8 5.000% Due 05-20-39 12/1/2013 12/20/2013 2531.71 G2 POOL # 4447 100 2531.71 5.000% Due 05-20-39 11/1/2013 11/20/2013 5925.54 G2 POOL # 4496 100 5925.54 5.000% Due 07-20-39 12/1/2013 12/20/2013 4836.91 G2 POOL # 4496 100 4836.91 5.000% Due 07-20-39 10/1/2013 10/15/2013 4515.4 GN POOL # 782119 100 4515.4 6.000% Due 08-15-36 11/1/2013 11/15/2013 3584.12 GN POOL # 782119 100 3584.12 6.000% Due 08-15-36 12/1/2013 12/15/2013 2726.7 GN POOL # 782119 100 2726.7 6.000% Due 08-15-36 10/1/2013 10/15/2013 502.23 GNJO M #781313 100 502.23 6.000% Due 07-15-16 11/1/2013 11/15/2013 254.72 GNJO M #781313 100 254.72 6.000% Due 07-15-16 25 ICC`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Purchases and Sales- Fixed Period Ending 12/31/2013 12/1/2013 12/15/2013 250.48 GNJO M #781313 100 250.48 6.000% Due 07-15-16 10/1/2013 10/15/2013 14708.21 GN5F 5.5% POOL #714005 100 14708.21 5.500% Due 10-15-39 11/1/2013 11/15/2013 188.34 GNSF 5.5% POOL #714005 100 188.34 5.500% Due 10-15-39 12/1/2013 12/15/2013 188.14 GNSF 5.5% POOL #714005 100 188.14 5.500% Due 10-15-39 10/1/2013 10/15/2013 7307.24 GNSF M #552509 100 7307.24 6.000% Due 04-15-32 11/1/2013 11/15/2013 111.28 GNSF M #552509 100 111.28 6.000% Due 04-15-32 12/1/2013 12/15/2013 121.07 GNSF M #552509 100 121.07 6.000% Due 04-15-32 10/1/2013 10/15/2013 39.16 GNSF M #582153 100 39.16 6.000% Due 06-15-32 11/1/2013 11/15/2013 1576.29 GNSF M #582153 100 1576.29 6.000% Due 06-15-32 12/1/2013 12/15/2013 34.12 GNSF M #582153 100 34.12 6.000% Due 06-15-32 124347.52 26 CG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Period Ending 12/31/2013 ICC QSG Portfolio Manager Commentary We are pleased to report portfolio results to our clients for 2013. Each of our products outperformed their respective benchmark in 2013, with Growth leading an otherwise close style race for the year. Equity markets rose strongly in this, the fifth year, of the advance following the 2009 credit collapse and now reside over 131% off their lows. The key to our outperformance across strategies can be attributed to our relentless focus on the models as they continuously absorb and compile comparable equity outlooks for each respective benchmark. Most of our clients are aware of the advantage that our quantitative modeling process embodies and our descriptions of its edge. We have often described the portfolio construction dilemma as follows: If you are a stock investor and you don't know why a stock goes up, you lack insight. If you followed a winning stock and decided not to purchase it, then you lack judgment. If you missed a stock opportunity because you never knew it existed, you lack coverage. Our modeling process is designed to address these investing pitfalls in a comprehensive and highly efficient disciplined approach, which we believe, is a strong edge that our investment process has over competitors. Most clients look to the annual reviews for the source of their manager's insight and 2013 will likely see much attention focused on the buzzwords of "Quantitative Easing," "Budget Impasse" and all the other noise that we collectively heard as the markets advanced during the year. We will not be adding to the opinions here, but would offer the insight that this year's advance was striking in its breadth across style. It mattered very little if an investor was a "value" or "growth" style supporter since both indexes went up by about the same magnitude. This is typical of a so called liquidity driven market that favors the asset allocators who have the judgment to just get in as flows move from debt and commodities into the equity markets. Diversification across equity indexes was rewarded due to the broad nature of the advance, but diversification across asset classes was not. As an example of our strength of coverage, let's consider the Russell 1000 Growth Index. We know that the benchmark has over 620 choices in it, and in 2013, 347 names (or over 55% of the index) beat the benchmark for the calendar year. In such a torrid equity environment, one's active management process is best tasked with opening up managers eyes to the shear multitude of opportunities to profit in the advance. Rather than "screening" out names for consideration (a popular fundamental approach), our models objectively rank every security relative to each other, thus giving a small team like ours a broadened and complete opportunity set to build outperforming portfolios in a "target rich environment." Screening only works if the names you screen out underperform. 2013 was not such a year since the average stock beat the benchmark. Our Quant Group takes each market advance and decline as an opportunity to objectively question our process and its results in different markets. The 2013 uniform product outperformance in the advance leaves us with the confidence that we were able to identify and act on the strong signals emerging from the indexes at the beginning of the year, across style disciplines. As 2014 begins we believe that outperforming benchmarks will necessitate an even greater focus on individual stock selection as markets digest the record gains of the past five years. We have witnessed this performance attribution effect cyclically over time and remain confident in the ability of our modeling process to effectively guide our construction process accordingly. 27 ICG`CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Period Ending 12/31/2013 Large Cap Growth Commentary Like the other domestic disciplines, growth models were indicating a tilt toward smaller capitalization in 2013. Portfolios were constructed with a weighted market capitalization of $74.08 Billion vs. $99.03 Billion for the R1000 Growth Index. Key Transacts for ., Decreased McKesson HBOC, Inc 52%Gain Sold A.O Smith 12% Gain Sold Graftech, Intl 32% Loss Decreased VISA 73% Gain Decreased SM Energy 34% Gain Sold Eli Lilly 27% Gain Sold Target Corp 1% Gain Decreased Hasbro, Inc 14%Gain Decreased Oracle Corp 7% Gain ions for Q4 New Purchases for ., AMERCO (U-Haul) A.O. Smith Apartment Investment & Management Comcast Class A Ford Google Harley Davidson, Inc Masco Corp Mednax, Inc Starbucks Corp Verizon Communications Looking at the model at year end, we would note a significant development in the Technology sector. The technology sector within the R1000 Growth index is made up of 105 companies making it the single largest sector by membership count. Our modeling process is deliberately not capitalization weighted, so when a very populous sector changes investment score, its often very actionable since it indicates the type of "target rich environment" we spoke of at the beginning of this piece. Furthermore, it's been our experience that when an investment rating change effects a sector that has been dormant for an extended period, that the return opportunity is significant. 28 ICG'CAPITAL MANAGEMENT Palm Beach Gardens Police Officers' Retirement Fund Multi -Strategy We are thrilled to begin providing a review of the Multi -Strategy Allocation model since surpassing the $100 Million in AUM mark with our new clients. To those not yet familiar, several of our clients have asked us to use our modeling process to actively allocate between our quantitative strategies in response to opportunities that are "inter -period" (periods when clients don't have meetings to address new investment opportunities). We have worked with each of our clients' consultants to determine an appropriate target band of allocation that would allow us to shift investment, for instance, from Growth to Value in response to market events. Referring back to the top of page 1, we note that there was little performance differentiation between large cap growth or value benchmarks during the year, but if a client was adroit enough to underweight International allocations like we did, the return was enhanced by an overweight to domestic equities versus clients aggregate blended index assumptions. Full year clients began 2013 with a neutral to benchmark allocation strategy, but as opportunities unfolded throughout the year, our process rebalanced exposures away from International and towards domestic Large Cap growth. As proud as we are to have outperformed internationally, it's obvious that our Multi -Strategy clients, when measured all together, were better off with a minimum international allocation. Further, our overweight to domestic large cap growth was equally rewarding. Looking forward, we are still waiting for the opportunity to show even more active allocation alpha when market performance begins to meaningfully distinguish between growth and value benchmarks. The graphic below illustrates the strategic allocation shifts throughout 2013 for the Multi -Strategy portfolio 29 $8 $6 0 $4 $2 $0 Period Ending 12/31/2013 Multi -Strategy Asset Allocation for Calendar Year 2013 �0 ■ SECTOR ROTATION ❑ VALUE ❑ GROWTH ❑ INTL EQ The Quant team is looking forward to extending our performance for a twentieth year in 2014. As always, we believe there is always room to improve on our results and are already starting the year with a commitment to bringing new enhancements to our processes to gain greater insight, judgment and coverage for our clients. Once again, we thank you for your business. Quantitative Strategies Group B McMurry R Dombrower IGG'CAPITAL MANAGEMENT