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HomeMy WebLinkAboutAgenda Police Pension 112812 Agenda City of Palm Beach Gardens Police Officers’ Pension Fund MEETING OF NOVEMBER 28, 2012 LOCATION: City Council Chambers’ 10500 North Military Trail Palm Beach Gardens, FL 33410 TIME: 9 AM 1. Call Meeting To Order 2. Roll Call: • Lt. Jay Spencer, Chairman • David Pierson, Secretary • Brad Seidensticker, Trustee • Greg Mull, Trustee • Marc Glass, Trustee 3. Actuary – GRS (Steve Palmquist & Pete Strong) • Letter Regarding Retirement 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) • Revised Ordinance with Impact Statement & Response Letter from The Division of Retirement • Class Action Filing (Kessler, Topaz, Meltzer & Check and Salem Trust) • Addendum to PRC Agreement 7. Administrator Report – Resource Centers (Audrey Ross) • Discussion Regarding Active Member’s Deceased Benefit • 2013 Meeting Dates 8. Approval of Minutes • August 9, 2012 Special Meeting 9. Disbursements 10. Benefit Approvals 11. Other Business • 9/30/2012 Audit Engagement Letter • Fiduciary Liability Insurance Renewal • Letter From Salem Trust Regarding Class Action Processing (with follow-up letter) • Salem Trust 9/30/2012 Class Action Report 12. Public Comments 13. Adjourn Next Meeting Date: Thursday January 31, 2013 @ 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. PALM BEACH GARDENS POLICE PENSION FUND Benefit Approvals Meeting of November 28, 2012 APPLICATION TO ENTER THE DROP ANDREW SPRAGG DATE OF BIRTH 06/29/1965 DATE OF HIRE 11/15/1989 DATE OF TERMINATION 02/01/2012 AGE AT RETIREMENT 46 YRS & 8 MTHS YEARS AT SERVICE 22 YRS & 3 MTHS FORM OF BENEFIT MODIFIED CASH ANN. MONTHLY BENEFIT AMOUNT $8,343.58 SUPPLEMENTAL BENEFIT $ 275.00 CHRISTOPHER BARCA DATE OF BIRTH 01/17/1967 DATE OF HIRE 02/26/1992 DATE OF TERMINATION 02/26/2012 AGE AT RETIREMENT 45 YRS & 1 MTH YEARS AT SERVICE 20 YRS & 0 MTHS FORM OF BENEFIT 100% J&S ANNUITY MONTHLY BENEFIT AMOUNT $7,524.80 SUPPLEMENTAL BENEFIT $ 250.00 GARY CARMACK DATE OF BIRTH 03/22/1952 DATE OF HIRE 09/27/1989 DATE OF TERMINATION 09/27/2011 AGE AT RETIREMENT 59 YRS & 6 MTHS YEARS AT SERVICE 22 YRS & 0 MTHS FORM OF BENEFIT 100% J&S ANNUITY MONTHLY BENEFIT AMOUNT $6,338.66 SUPPLEMENTAL BENEFIT $ 275.00 JACK SCHNUR DATE OF BIRTH 07/14/1963 DATE OF HIRE 05/12/1992 DATE OF TERMINATION 06/03/2012 AGE AT RETIREMENT 48 YRS & 11 MTHS YEARS AT SERVICE 20 YRS & 1 MTH FORM OF BENEFIT 100% J&S ANNUITY MONTHLY BENEFIT AMOUNT $6,620.41 SUPPLEMENTAL BENEFIT $ 250.00 JEFFREY MAIN DATE OF BIRTH 04/28/1960 DATE OF HIRE 05/12/1992 DATE OF TERMINATION 05/12/2012 AGE AT RETIREMENT 52 YRS & 1 MTH YEARS AT SERVICE 20 YRS & 0 MTHS FORM OF BENEFIT MODIFIED CASH ANN. MONTHLY BENEFIT AMOUNT $7,128.32 SUPPLEMENTAL BENEFIT $ 250.00 RALPH KRANCHICK DATE OF BIRTH 06/21/1956 DATE OF HIRE 08/23/1995 DATE OF TERMINATION 07/10/2012 AGE AT RETIREMENT 56 YRS & 1 MTH YEARS AT SERVICE 16 YRS & 11 MTHS FORM OF BENEFIT 10 YEAR CERTAIN ANN MONTHLY BENEFIT AMOUNT $4,814.54 SUPPLEMENTAL BENEFIT $ 200.00 ROBERT CHRISTOFFERS DATE OF BIRTH 05/30/1969 DATE OF HIRE 09/03/1992 DATE OF TERMINATION 09/11/2012 AGE AT RETIREMENT 43 YRS & 4 MTHS YEARS AT SERVICE 20 YRS & 0 MTHS FORM OF BENEFIT 10 YEAR CERTAIN ANN MONTHLY BENEFIT AMOUNT $5,302.44 SUPPLEMENTAL BENEFIT $ 250.00 APPROVED: __________________________________, CHAIRMAN APPROVED _________________________________, SECRETARY _________________________________, DATE Minutes 8-9-12.doc Page 1 of 3 City of Palm Beach Gardens Police Officers’ Pension Fund Minutes of the Meeting Held August 9, 2012 The regular meeting of the Board of Trustees of the City of Palm Beach Gardens Police Officers’ Pension Fund was called to order at 9:01 AM by David Pierson in the Council Chambers at the Palm Beach Gardens City Hall at 10500 North Military Trail, Palm Beach Gardens, Florida. TRUSTEES PRESENT OTHERS PRESENT David Pierson, Secretary Audrey Ross (Resource Centers) Brad Seidensticker, Trustee Bonni Jensen (Law Offices of Perry & Jensen) Greg Mull, Trustee Donna Kramer (PBG Clerk’s Office) Marc Glass, Trustee Steve Stack (ICC Capital Management) John McCann (Thistle Asset Consulting) INVESTMENT MANAGER REPORT ICC Capital Management – Presented by Steve Stack Mr. Stack discussed the current fixed income market environment and stated that the 10 year Treasuries are starting to sell off. The market is still rallying and there is still a lot of cash sitting on the sidelines waiting to be invested. He commented that it has become a traders market over the last 5 years and that the elections will have a big impact on Corporates. For the quarter ending June 30, 2012 the total fixed income fund was behind at 1.72% versus the benchmark at 2.06%, and for the fiscal year to date the fund was also behind at 3.17% versus 3.52%. Mr. Stack briefly reviewed the equity portfolio and stated that the market is negative at this time. It has been a tough run on equities and they are behind the benchmark for the quarter at -5.39% versus -4.02%, and for the fiscal year to date they are positive but still behind at 18.77% versus 21.75%. Mr. Stack spoke about ICC’s outlook and reported that they will be selling off more in Treasuries and they will continue to look for more yield on the fixed income side. INVESTMENT CONSULTANT REPORT Thistle Asset Consulting – Presented by John McCann Mr. McCann reviewed the Plan’s compliance checklist and commented that the total fund is behind for the 3 year period as well as the quarter. He stated that it was not a good quarter and all equities were negative and fixed income was the only sector that was positive. He reviewed the asset allocation and stated that we are inline with the Plan’s policy. Mr. McCann reported that returns for the quarter and noted that American Realty is not reflected in this report so there are a little more assets on the book then what is reflected here. The total fund for the quarter net of fees was negative and behind the benchmark at -2.25% versus -1.91%, and the total equities were in the same position at -4.25% versus -4.02%. Fixed income had a slightly better quarter at 1.87% versus 1.86%. Mr. McCann stated that it is a nicely diversified portfolio and long term they have outperformed the benchmark. Lastly the board discussed ICC’s recent underperformance and what has contributed to it. They are still carrying last September’s poor performance on the books and also the past 2 quarters have hurt them as well. ICC is not doing anything different in regards to their investment process, but rather the markets have been tough on Minutes 8-9-12.doc Page 2 of 3 their strategy. Mr. McCann noted that he is not making any recommendations at this time. ATTORNEY REPORT Law Offices of Perry & Jensen - Presented by Bonni Jensen Ms. Jensen reviewed the draft ordinance changes that were passed on first reading by the City Council and will also be on the agenda for the second reading this week. She stated that the board will need to authorize the Plan’s Actuary, GRS to prepare the Impact Statement relating to the proposed ordinance. MOTION: Mr. Pierson made a motion to authorize and approve GRS to prepare the impact statement relating the proposed draft ordinance. SECOND: Mr. Mull seconded the motion. CARRIED: The motion carried unanimously 4-0. ADMINISTRATOR REPORT Resource Centers – Presented by Audrey Ross Ms. Ross presented that board with the PRC fee retainer letter. She commented that PRC was hired by the board in 2006 and their initial monthly retainer was $2,275 and was guaranteed for 3 years. PRC has not addressed the fees since then and now they are asking for a one time monthly fee increase to $2,575 effective September 1, 2012. In addition PRC is also asking for a COLA increase of 3.5% effective each January 1. The Trustees discussed the proposed fee increase and commented that they would like to wait until the Chairman is here to discuss the COLA part of the increase. MOTION: Mr. Pierson made a motion to approve PRC’s monthly fee increase from $2,275 to $2,575 effective September 1, 2012. SECOND: Mr. Mull seconded the motion. CARRIED: The motion carried unanimously 4-0. Ms. Ross noted that the State Annual Report was approved and that we should be receiving the money by this week. MINUTES MOTION: Mr. Pierson made a motion to approve the minutes from the January 26, 2012 regular meeting, April 19, 2012 regular meeting, and the May 10, 2012 special meeting. SECOND: Mr. Glass seconded the motion. CARRIED: The motion carried unanimously 4-0. DISBURSEMENTS APPROVALS MOTION: Mr. Pierson made a motion to approve the disbursements. SECOND: Mr. Glass seconded the motion. CARRIED: The motion carried unanimously 4-0. Minutes 8-9-12.doc Page 3 of 3 BENEFIT APPROVALS MOTION: Mr. Glass made a motion to approve the applications to exit the DROP for Don Ammon and George Betscha. SECOND: Mr. Pierson seconded the motion. CARRIED: The motion carried unanimously 4-0. MOTION: Mr. Glass made a motion to approve the application for distribution of DROP account (due to retirement) for Don Ammon. SECOND: Mr. Pierson seconded the motion. CARRIED: The motion carried unanimously 4-0. FINANCIAL STATEMENTS The board reviewed and discussed the financial statements that were provided through May 2012. The board received and filed the financial statements through May 2012. OTHER BUSINESS Ms. Ross presented the board with the June 30, 2012 Salem Trust class action report. She noted that there were no class actions filed or settlements received on behalf of the plan for the quarter. PUBLIC COMMENTS N/A AJOURN There being no further business, and the future meetings are scheduled for the 3rd Thursday of the first month proceeding the quarter. The next regular meeting was scheduled for Thursday October 18, 2012 at 9AM; the Trustees officially adjourned the meeting at 10:11AM. Respectfully submitted, _____________________________ DAVID PIERSON, Secretary 1 ORDINANCE 24, 2012 2 3 4 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PALM 5 BEACH GARDENS, FLORIDA AMENDING CHAPTER 50-POLICE 6 OF THE CODE OF ORDINANCES OF THE CITY OF PALM BEACH 7 GARDENS, FLORIDA, AT ARTICLE Ill, POLICE OFFICERS' 8 RETIREMENT TRUST FUND. IN ORDER TO IMPLEMENT THE CITY 9 COUNCIL'S ACTON RESOLVING THE IMPASSE IN COLLECTIVE 10 BARGAINING NEGOTIATIONS BETWEEN THE CITY OF PALM 11 BEACH GARDENS AND THE PALM BEACH COUNTY POLICE 12 BENEVOLENT ASSOCIATION; AMENDING SECTION 50-61. 13 DEFINITIONS., BY REPEALING THE DEFINITION OF "SALARY" 14 AND READOPTING SAME, AS REVISED; BY REPEALING 15 SECTION 50-116. NORMAL RETIREMENT. AND READOPTING 16 SAME, AS REVISED IN ORDER TO AMEND THE NORMAL 17 RETIREMENT DATE AND BENEFITS; BY REPEALING SECTION 18 50-135. ANNUAL ADJUSTMENTS. AND READOPTING SAME, AS 19 REVISED IN ORDER TO AMEND THE COST OF LIVING 20 ADJUSTMENT; PROVIDING A CONFLICTS CLAUSE, A 21 SEVERABILITY CLAUSE, AND AUTHORITY TO CODIFY; 22 PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. 23 24 25 WHEREAS, the City Council recently took final action to resolve the impasse in 26 collective bargaining negotiations between the City and the Palm Beach County Police 27 Benevolent Association; and 28 29 WHEREAS, one of the issues at impasse involved certain changes to pension 30 benefits for members of the City of Palm Beach Gardens Police Officers' Retirement 31 Trust Fund; and 32 33 WHEREAS, to implement the City Council's action, it is necessary to amend the 34 Police Officers' Retirement Trust Fund ordinance; 35 36 WHEREAS, the City Council deems approval of this Ordinance to be in the best 37 interests of the health, safety, and welfare of the residents and citizens of the City of 38 Palm Beach Gardens and the public at large. 39 40 41 NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF COUNCIL OF THE 42 CITY OF PALM BEACH GARDENS: 43 44 SECTION 1. The foregoing recitals are hereby affirmed and ratified. 45 46 Page 1 of 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Ordinance 24, 2012 SECTION 2. Chapter 50. Police. of the Code of Ordinances of the City of Palm Beach Gardens, Florida is hereby amended at Article Ill. Police Officers' Retirement Trust Fund. by amending Section 50-61. Definitions. by repealing the definition of "Salary" and readopting same as revised; providing that the revised definition of "Salary" shall be listed alphabetically within Section 50-61 and shall hereafter read as follows: Sec. 50-61. Definitions. As used herein, unless otherwise defined or required by the context, the following words and phrases shall have the meaning indicated: (All Definitions, except Salary, shall remain in full force and effect as previously adopted.) * * * Salary means the average monthly earnings reported to the Internal Revenue Service for income tax purposes, plus deferred compensation. Beginning with salary after December 31, 2008, and pursuant to Internal Revenue Code Section 414(u)(7), the definition of salary includes amounts paid by the city as differential wages to members who are absent from employment while in qualified military service. Notwithstanding the preceding two sentences. effective September 13. 2012, salary will henceforth mean base pay. excluding all other compensation; provided that the salary of any member employed on September 13, 2012, shall include payment for unused accrued sick and annual leave up to the dollar amount of unused sick and annual leave that the member has accrued as of September 13. 2012. However. in no event. will the salary of any member who is employed on September 13. 2012. be less than the member's salary on September 12. 2012. as determined in accordance with the definition of salary in effect on September 12. 2012. * * * SECTION 3. Chapter 50. Police. of the Code of Ordinances of the City of Palm Beach Gardens, Florida is hereby amended at Article Ill. Police Officers' Retirement Trust Fund. by repealing Section 50-116. Normal Retirement. and readopting same, as revised; providing that Section 50-116 shall hereafter read as follows: Sec. 50-116. Normal Retirement. (a) Date. A member's normal retirement date shall be upon the attainment of age 52, provided the officer has at least ten years of service, or upon completion of 20 years of service, regardless of age. Notwithstanding the preceding sentence. for police officers with less than ten years of creditable service on September 13. 2012. and police officers hired on or after that date. the normal retirement date shall be upon the attainment of age 59 and at least ten years of creditable service. (b) Benefit. The monthly amount of normal retirement benefit payable to a police officer who retires on the normal retirement date shall be an amount equal to 3.5 percent multiplied by the number of years of credited service, up to a maximum of 100 percent, multiplied by average monthly earnings. Notwithstanding the preceding Page 2 of 4 Ordinance 24, 2012 1 sentence, for police officers who are employed and have not attained the normal 2 retirement date prior to September 13, 2012. the monthly amount of normal retirement 3 benefit payable to a police officer who retires on or after the normal retirement date shall 4 be an amount equal to 3.5 percent multiplied by the number of years of credited service 5 prior to the effective date of this ordinance, plus 2.75 percent multiplied by the number 6 of years of credited service on and after the effective date of this ordinance, up to a 7 maximum of 75 percent. multiplied by the police officer's average monthly earnings; and 8 for police officers hired on or after the effective date of this ordinance the monthly 9 amount of normal retirement benefit payable to a police officer who retires on or after 10 the normal retirement date shall be an amount equal to 2.75 percent multiplied by the 11 number of years of credited service on and after the effective date of this ordinance. up 12 to a maximum of 75 percent. multiplied by the police officer's average monthly earnings. 13 In no event will the benefit paid be less than 2 percent per year of service. 14 15 (c) (This subsection shall remain in full force and effect as previously enacted.) 16 17 SECTION 4. Chapter 50. Police. of the Code of Ordinances of the City of Palm 18 Beach Gardens, Florida is hereby amended at Article Ill. Police Officers' Retirement 19 Trust Fund. by repealing Section 50-135. Annual Adjustments. and readopting same, as 20 revised; providing that Section 50-135 shall hereafter read as follows: 21 22 Sec. 50-135. Annual adjustments. 23 24 (a)-(d) (These subsections shall remain in full force and effect as previously 25 enacted.) 26 27 (e) Notwithstanding the provisions in paragraphs (a)-(d). for police officers who 28 are employed and have not reached the normal retirement date prior to September 13, 29 2012. there shall be no cost of living adjustment applied to benefits earned based on 30 creditable service on and after that date: and for and police officers hired on or after 31 September 13. 2012, there shall be no cost of living adjustment. 32 33 SECTION 5. Each and every other section and subsection of Chapter 50-Police 34 shall remain in full force and effect as previously enacted. 35 36 SECTION 6. All ordinances or parts of ordinances in conflict herewith be and the 37 same are hereby repealed. 38 39 SECTION 7. Should any section or provision of this Ordinance or any portion 40 thereof, any paragraph, sentence, or word be declared by a court of competent 41 jurisdiction to be invalid, such decision shall not affect the validity of the remainder of 42 this Ordinance. 43 44 SECTION 8. Specific authority is hereby granted to codify this Ordinance. 45 46 SECTION 9. This Ordinance shall become effective immediately upon adoption. Page 3 of4 Ordinance 24, 2012 1 2 3 PASSED this f~ day of_~ft11~'.:....:v~::..!.r ___ , 2012, upon first reading. PASSED AND ADOPTED this 1.31lf day of .Je/'rctt\6« 4 second and final reading. 5 6 7 CITY OF PALM BEACH GARDENS 8 9 10 BY: 11 12 13 14 15 16 17 18 19 20 21 D~ Robert G. Premuroso, Vice Mayor FOR 22 -:,•oe.-;(l ~~~~-~~~~~~-- ' 2-3 ----Eri ab , ., 22'"tr,~vM7~L"-i' :\,} :::; ·" / _/:::Y_ . 2'Ef;..-AT-n~s~:,-~-~ .~ .</~~ .....::2. . ·.· . -·' . r·2i..,_;_...-~;:--~~---" (•' ·....--' ~ Jd, / / (.)a·--~( ~g~'-:~y~ 30 · 'r;.':;r--Patricia Snider, CMC, City Clerk 31 32 33 APPROVED AS TO FORM AND 34 LEGAL SUFFICIENCY 36 35 ~ 37 BY: .4~~~~~~:=::::::::=:=--- 38 39 40 41 42 43 44 45 46 47 G:\attorney_share\ORDINANCES\2012\0rdinance 24 2012-PBG Police Pension.docx Page 4 of 4 AGAINST , 2012, upon ABSENT ------------------------------- Meeting Date: September 13, 2012 Ordinance 24, 2012 EXHIBIT "A" -------------------------------------------------, GRS August 15, 2012 Gabriel Roeder Smith & Company Consultants & Actuaries Ms. Audrey Ross Resource Centers, LLC 4360 Northlake Blvd., Suite 206 Palm Beach Gardens, FL 33410 One East Broward Blvd. Suite505 Ft. Lauderdale, FL 33301-1804 Re: City of Palm Beach Gardens Police Officers' Pension Fund Dear Audrey: 954.527.1616 phone 954.525.0083 fax www.gabrielroeder.com As requested, we have prepared the enclosed Actuarial Impact Statement for the proposed ordinance which would amend the Plan as follows: • The benefit multiplier would be lowered from 3.500/o to 2.75% per year of service for service accrued after the effective date of the ordinance. This change would not apply to members who are eligible for nonnal retirement as of the effective date of the ordinance. • The total maximum benefit that may be accrued under the Plan would be reduced from 100% to 75% of Average Final Compensation. However, any member who has accrued a greater percentage as of the effective date of the ordinance would retain that percentage but would not accrue an increased percentage. This change would not apply to members who are eligible for nonnal retirement as of the effective date ofthe ordinance. • Compensation would be changed from total W -2 earnings to base pay excluding all other pay. However, compensation for pension purposes after the effective date would not be less than the compensation on the day before the effective date under the previous defmition. • The amount of unused leave pay included in compensation is limited to the dollar amount accrued on the effective date of the ordinance. • The nom1al retirement date would be changed to age 59 with 10 years of service from the earlier of age 52 with 1 0 years of service or 20 years of service regardless of age. This change would not apply to members who have at least ten years of service as of the effective date of the ordinance. • The COLA provided by actuarial gains after the effective date ofthe ordinance would be eliminated. Since this plan provision is not pre~ funded, this change would have no impact on the required contribution. The Statement must be filed with the Division of Retirement before the final public hearing on the ordinance; Please have a member of the Board of Trustees sign the Statement. Then send the Statement along with a copy of the proposed ordinance to Tallahassee. Summary of Findings • The City's required contribution would decrease by approximately $607,000 the first year. • The unfunded accrued liability would decrease by $6.7 million, from $29.8 million to $23.1 million. • The Plan's funded ratio (assets divided by actuarial accrued liability) would rise to 66.4% from 60.5%. Ms. Audrey Ross August 15, 2012 Page2 Other Cost Considerations • The enclosed results are based on the October 1, 2011 valuation which recognizes a 7.40% investment return assumption. The investment return assumption will be lowered to 7.30% effective October 1, 2012 and will be further lowered by 0.1% each yearuntil6.5% is reached; as such, the funding requirements in future years will be higher regardless of whether or not the proposed plan changes are adopted. • As of October 1, 2011 the Actuarial Value of Assets exceeds the Market Value of Assets by $5.3 million. This difference will be recognized over the next several years. In turn, the computed employer contribution rate will gradually increase in the absence of offsetting gains. • The payment on the unfunded accrued liability (UAL) is computed as a level percent of covered payroll under the assumption that covered payroll will rise by 5% per year. According to Florida Law, this payroll growth assumption may not exceed the average growth over the last ten years which was 1.55% (after reflecting the plan changes described above). If this ten-year average falls below this rate in future years, the amortization payments will increase. • Currently, the allowable amount of State contribution that the City can take as a credit against the required contribution is $412,644. The Division of Retirement has taken the position that this revenue will be forfeited if benefits are reduced below those in effect as of March 12, 1999. The proposed changes described above could trigger this forfeiture. The enclosed calculations reflect the forfeiture of Chapter 185 revenue. However, the Plan may receive Chapter 185 revenue in 2013 based on the tax revenue collected from January 1, 2012 through the effective date of the ordinance. It should be noted that the Division's position on this issue may be changing in the near future. Additional 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. No statement in this report is intended to be interpreted as a recommendation in favor of the proposed changes, or in opposition of them. 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 1, 2011 Actuarial Valuation concerning Plan benefits, financial transactions, plan provisions and active members, terminated members, retirees and beneficiaries. The calculations are also based on base pay and unused leave data provided by the City for the fiscal year ending September 30, 2011. 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 Plan Administrator or City. The actuarial assumptions and methods used in this report are the same as those shown in the October l, 20 II Actuarial Valuation Report with the following exceptions: • The probability of normal retirement for men:i.bers affected by the change in normal retirement eligibility is 100% when first eligible. The probability of early retirement for these members is 2.5% for each year eligible. Gabriel Roeder Smith & Company Ms. Audrey Ross August IS, 2012 Page3 • The payroll growth assumption used to amortize the Unfunded Accrued Liability was lowered from 3.57% to 1.55% in order to limit the rate to the actual 1 0-year average payroll growth based on the payroll under the proposed definition in accordance with Florida Statutes. The calculations are based upon assumptions regarding future events, which may or may not materialize. They are also based on the assumptions, methods, and plan provisions outlined in this report. .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 ofthe 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 infomiation 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, --fuiiu~.Mt.R...~ Melissa R. Algayer, · , CA Enrolled Actuary No. 11--6467 Enclosures Gabriel Roeder Smith & Company City of Palm Beach Gardens Police Officers' Pension Fund Impact Statement-August 15, 2012 Description of Amendments The proposed ordinance would amend the Plan as follows: • The benefit multiplier would be lowered from 3.50% to 2:75% per year of service for service accrued after the effective date of the ordinance. This change would not apply to members who are eligible for normal retirement as of the effective date of the ordinance. • The total maximum benefit that may be accrued under the Plan would be reduced from 100% to 75% of Average Final Compensation. . However, any member who has accrued a greater percentage as of the effective date of the ordinance would retain that percentage but would not accrue an increased percentage. This change would not apply to members who are eligible for normal retirement as of the effective date of the ordinance. • Compensation would be changed from w .. 2 earnings to base pay excluding all other pay. However, compensation for pension purposes after the effective date would not be less than the compensation on the day before the effective date under the previous definition. • The amount of t.mused leave pay included in compensation is limited to the dollar amount accrued on the effective date of the ordinance. • The normal retirement date would changed to age 59 with 10 .years of service from the earlier of age 52 with l 0 years of service or 20 years of service regardless of age . This change would not apply to members who have at least ten years of service as of the effective date of the ordinance. • The COLA provided by actuarial gains after the effective date Of the ordinance would be eliminated. Since this plan provision is not pre-funded, this change would have no impact on the required contribution. Funding Implications of Amendment An actuarial cost estimate is attached. Certification of Administrator I believe the amendment to be in compliance withPart VII, Chapter 112, Florida Statutes and Section i4, Article X of the Constitution of the State ofFlorida. For the Board of Trustees as Plan Administrator SUPPLEMENTAL ACTUARIAL VALUATION REPORT Plan City of Palm Beach Gardens Police Officers' Pension Fund Valuation Date October 1, 2011 Date of Report August 15, 2012 Report Requested by Board ofTrustees Prepared by J. Stephen Palmquist Group Valued All active and inactive members of the Plan. Benefit Provisions Being Considered for Change Present Provisions Before Changes • The benefit multiplier is 3.50% per year of service. • The total maximum benefit that may be accrued under the Plan is 100% of Average Final Compensation. • Compensation is actual compensation reported to the Internal Revenue Service for income tax purposes, plus deferred compensation. • Accumulated unused leave pay is included in Average Final Compensation in calculating pension benefits. • The normal retirement date is the earlier of age 52 with l 0 years of service or 20 years of service regardless of age. • There is an ad-hoc COLA provided by actuarial gains. Proposed Changes • The benefit multiplier would be 2.75% per year of service accrued after the effective date of the ordinance. · • The total maximum benefit that may be accrued under the Plan would be 75% of Average Final Compensation. However, any member who has accrued a greater pertentage as of the effective date of the ordinance would retain that percentage but would not accrue an increased percentage. • Compensation would be base pay excluding all other pay. However, compensation for pension purposes after the effective date would not be less than the compensation on the day before the effective date under the previous definition. • The amount of unused leave pay included in Average Final Compensation is limited to the dollar amount accrued on the effective date of the ordinance. • The normal retirement date would be age 59 with l 0 years of service. • The COLA provided by actuarial gains would be eliminated. Since this plan provision is not pre-funded, this change would have no impact on the required contribution. '--------------~------···-·--· ---------·-----···--·-·-··-----------··--------·-·-·-·····----·-·-----·------------···········-----------------• Participants Affected The changes would apply to current and future active members who terminate after the effective date .of the ordinance. However, the changes in the benefit multiplier and benefit limit do not apply to members who are eligible for normal retirement as of the effective date of the ordinance. The change in nonnal retirement eligibility would not apply to members who have at least ten years of service as of the effective date of the ordinance. Actuarial Assumptions and Methods Same as October 1, 2011 Actuarial Valuation Report with the following exceptions: • • The probability of normal retirement for members affected by the change in normal retirement eligibility is 100% when first eligible. The probability of early retirementfor these members is 2.5% for each year eligible. The payroll growth assumption used to amortize the Unfunded Accrued Liabilitywas lowered from 3.57% to 1.55% in order to limit the rate to the actual I 0-year average payroll growth based on the payroll under the proposed defmition in accordance with Florida Statutes. Some of the key assumptions/methods are: Investment Return -7.40% Salary increase -7.50% per year Cost Method -Entry Age Normal Amortization Period for Any Change in Actuarial Accrued Liability 15 years Summary of Data Used in Report See attached page. Same as data used for the October!, 2011 Actuarial Valuation Report. The calculations are also based on base pay and unused leave data provided by the City for the fiscal year ending September 30, 2011. 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 • The enclosed results are based on the October 1, 2011 valuation which recognizes a 7.40% investment return assumption. The investment return assumption will be lowered to 7.30% effective October 1, 2012 and will be further lowered by 0.1% each year unti16.5% is reached; as such, the funding requirements in future years will be higher regardless of whether or not the proposed plan changes are adopted. · • As of October 1, 2011 the Actuarial Value of Assets exceeds the Market Value of Assets by $5.3 million. This difference will be recognized over the next several years. In turn, the computed employer contribution rate will gradually increase in the absence of offsetting gains. • The paymerit on the unfunded accrued liability (VAL) is computed as a level percent of covered payrol1 under the assumption that covered payroll will rise by 5% per year. According to Florida Law, this payroll growth assumption may not exceed the average growth Over the last ten years which was 1.55% (after reflecting the plan changes described above). If this ten-year average falls below this tate in future years, the amortization payments will increase. • Currently, the allowable amount of State contribution that the City can take as a credit against the required contribution is $412,644. The Division ofRetirement has taken the position that this revenue will be forfeited if benefits are reduced below those in effect as of March 12, 1999. The proposed changes described above could trigger this forfeiture. The enclosed calculations reflect the forfeiture of Chapter 185 revenue. However, the Plan may receive Chapter 185 revenue in 2013 based on the tax revenue collected from January 1, 2012 through the effective date of the ordinance. It should be noted that the Division's position on this issue may be changing in the near future. I ANNUAL REQUIRED CONTRIBUTION (ARC) -. . . -. . A. Valuation Date October l, 2011 October 1, 2011 Baseline Proposed Change Ordinance B. ARC to Be Paid During Fiscal Year Ending 9/30/2013 9/30/2013 c. Assumed Date of Employer Contrib. Quarterly Quarterly D. Annual Payment to Amortize Unfunded Actuarial Liability $ 1,998,931 $ 1,716,176 $ (282,755) E. Employer Normal Cost 1,767,840 1,121;518 (646,322) F. ARC if Paid on the Valuation Date: D+E 3,766,771 2,837,694 (929,077) G. ARC Adjusted for Frequency of Payments 3,936,276 2,965,390 (970,886) H. ARC as % of Covered Payroll 56.46 % 51.80 % (4.66)% I. Assumed Rate of Increase in Covered Payroll to Contribution Year 5.00 % 5.00 % 0.00 % J. Covered Payroll for Contribution Year 7,319,773 6,010,436 (I ,309,337) K. ARC for Contribution Year: H x J 4,132,744 3,113,406 (1,019,338) L. Estimate of Annual State Revenue in Contribution Year 412,644 0 * (412,644) M. Required Employer Contribution (REC) 3,720,100 3,113,406 (606;694) in Contribution Year N. REC as % of Covered Payroll in Contribution Year: M + J 50.82 % 51.80 % 0.98 % *The Plan may receive Chapter 185 revenue in 2013 based on the tax revenue collected from January 1, 2012 through the effective date ofthe ordinance. I '------------------····-·-·-··--·-··-··-··-·····-·-··· -------·-·---·-··--··-···----·--··---------~------~------1 ACTUARIAL V ALUEOFBFNEFITS AND ASSEI'S A. Valuation Date October 1, 2011 October 1, 2011 Baseline Proposed Change Ordinance B. Actuarial Present Value of All Projected Benefrts for ]. Active Merrbers a. Service Retiretn:nt Benefits $ 44,785,102 $ 32,085,576 $ (12,699,526) b. Vesting Benefits 1,774,049 1,341,710 (432,339) c. Disability Benefits 4,170,088 4,584,i37 414,049 d. Preretirement Death Benefits 493,976 514,978 21,002 e. Return ofMemberContnbutions 20,293 19,655 ~638~ f. Total 51,243,508 38,546,056 (12,697,452) 2. Inactive Members a. Service Retirees & Beneficiaries 41,515,012 41,515,012 0 b. Disability Retirees 2,944,145 2,944,145 0 c. Tenninated Vested Merrbers 254,908 254;908 0 d. Total 44,714,065 44,714,065 0 3. Total for All Members 95,957,573 83,260,121 (12,697,452) c. Actuarial Accrued (Past Service) Liability perGASB No. 25 75,529,455 68,822,738 (6,706,717) D. Actuarial Value of Accutmlated Plan Benefits perF ASB No. 35 N/A N/A N/A E. Plan Assets 1. Market Value 40;379,486 40,379,486 0 2. Actuarial Value 45,709,740 45,709,740. 0 F. Unfunded Actuarial Accrued Liability: C-F1 29,819,715 23,112,998 (6;706,717) G. Actuarial Present Value of Projected Covered Payroll 63,912,054 59,908,329 (4,003,725) H. Actuarial Present Value of Projected MemberContnbutions 5,496,437 5,152,116 (344,321) I. Funded Ratio: F1/C 60.5% 66.4% 5.9% CALCULATION OF EMPLOYER NORMAL COST A. Valuation Date October 1, 2011 October 1, 2011 Baseline Proposed Change Ordinance B. Nonnal Cost for 1. SeJVice Retii-ement Benefits $ 1,774,197 $ 1,088,926 $ (685,271) 2. Vesting Benefits 138,517 102,624 (35,893) 3. Disability Benefits 293,271 267,504 (25,767) 4. Preretirement Death Benefits 32,643 29,213 (3,430) 5. Return ofMemberContributions 14,695 11,493 ~3,202! 6. Total for Future Benefits 2,253,323 1,499,760 (753,563) 7. Assumed Arrount for Administmtive Expenses 114,041 114,041 0 8. Total Nonnal Cost 2,367,364 1,613,801 (753,563) As %of Covered Payroll 33.96 % 28.19 % (5.77)% c. Expected Merrber Contribution 599,524 492,283 (107,241) As %of Covered Payroll 8.60 % 8.60 %. 0.00% D. Net Employer Nonnal Cost: B8-C 1,767,840 1,121,518 (646,322) As %of Covered Payroll 25.36 % 19.59 % (5.77)% PARTICIPANT DATA OctoberJ,2011 October 1, 2011 Baseline Proposed Change Ordinance ACTIVEMEVIBFRS Number 84 .84 0 Covered Annual Payroll $ 6,971,212 $ 5;724,225 $ (1,246,987) Average Annual Payroll $ 82,991 $ 68,146 ! $ (14,845) Average Age 40.1 40.1 0.0 Average Past Service 10.5 10.5 0.0 Average Age at Hire 29.6 29.6 0.0 ~. BEN»>CIARIFB & DROP* Number 46 46 0 Annual Benefits $ 3,350,377 $ 3,350,377 $ 0 Average Annual Benefit $ 72,834 $ 72,834 $ 0 Average Age 54.9 54.9 0.0 DJSABll.J'IYREl'IIUlN Number 10 10 0 Annual Benefits $ 272;822 $ 272,822 $ 0 Average Annual Benefit $ 27,282 $ 27;282 $ 0 Average Age 55.2 55.2 0.0 TIRMINATID ~TID MEMB:ms Nurrber l I 0 Annual Benefits $ 49,452 $ 49,452 $ 0 Average Annual Benefit $ 49,452 $ 49,452 $ 0 Average Age 40.0 40.0 0.0 ' -. * Does not include deferred supplemental benefrts for DROP members -----------------------~~--~----------l 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 Palm Beach Gardens Police Pension Fund Executive Summary Report Table of Contents SECTION Page 2 Index Comparison September 30, 2012 0.00 10.00 20.00 30.00 40.00 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 6.98% EAFE 1.40% BCIGC 32.63% R2000V 5.17% BCIGC 14.73% R1000G 4.4% BCIGC 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? [38th] Did the total return of the fund over the trailing 3-year period equal or exceed 7.5% (actuarial assumption rate of return)? [9.39 vs. 7.50] 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? [6.07 vs. 5.98] 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? [5.92 vs. 6.57] Did the fixed income return, over the trailing 3-year period, rank in the top 40% of the Mobius Broad Fixed Income Universe? [51st] 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 September 30, 2012 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? [12.05 vs. 12.32] 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? [1.34 vs. 1.36] 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? [12th] 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? [14th] 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? [9.39 vs. 10.49] 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? [55th] 1. No 2. No 3. No 4. ICC lost assets for the quarter that represent roughly 10% of total firm assets. 5. ICC gained assets for the quarter that represents roughly 3% of total assets. 6. No 7. No 8. 9. 0.00% 10. No 11. Steven Stack, Chief Complinace Officer - ICC Capital Management Page 3a Manager Compliance Questionnaire September 30, 2012 Have there been any changes in your organization? Have you undergone any change in ownership or control? No 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. No. 2. No. 3. No. 4. No. 5. No. 6. No. 7. Not applicable. 8. No. 9. Not applicable. 10. No. 11. Mary Woodward, RhumbLine Advisers Page 3b Manager Compliance Questionnaire September 30, 2012 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) Page 4 Palm Beach Gardens Police Pension Fund Total Assets September 30, 2012 Equities 63% Fixed Income 29% Real Estate 1% Cash 7% Equities Fixed Income Real Estate Cash Page 5 Palm Beach Gardens Police Pension Fund Total Assets September 30, 2012 Rhumbline S&P500 26% Rhumbline S&P400 10% Rhumbline S&P600 10% Intl. Equity 7% ICC Lg. Growth 10% Intl. Bonds 3% ICC Fixed 33% American Realty 1% Rhumbline S&P500 Rhumbline S&P400 Rhumbline S&P600 Intl. Equity ICC Lg. Growth Intl. Bonds ICC Fixed American Realty Manager Equities Fixed Income Real Estate Cash Total % of Total Rhumbline S&P500 $13,704,000 $0 $0 $0 $13,704,000 25.4% 25.0% Rhumbline S&P400 $5,504,000 $0 $0 $0 $5,504,000 10.2% 10.0% Rhumbline S&P600 $5,554,000 $0 $0 $0 $5,554,000 10.3% 10.0% Intl. Equity $3,681,000 $0 $0 $0 $3,681,000 6.8% 10.0% ICC Lg. Growth $5,571,000 $0 $0 $0 $5,571,000 10.3% 10.0% Intl. Bonds $0 $1,546,000 $0 $0 $1,546,000 2.9% 4.0% ICC Fixed $0 $14,239,000 $0 $3,498,000 $17,737,000 32.9% 29.0% $0 $0 $558,000 $0 $558,000 1.0% 2.0% Total $34,014,000 $15,785,000 $558,000 $3,498,000 $53,855,000 100.0% 100.0% % of Total 63.2%29.3%1.0%6.5%100.0% Target %65.0%33.0%2.0%0.0%100.0% Page 6 Palm Beach Gardens Police Pension Fund Performance Evaluation Summary September 30, 2012 American Realty Portfolio Last Qtr. MV Net Flows Inv G(L)This Qtr. MV Total Fund $50,649,000 $947,000 $2,259,000 $53,855,000 Total Equities $32,472,000 -$359,000 $1,900,000 $34,014,000 ICC Large Growth $5,647,000 -$370,000 $294,000 $5,571,000 Rhumbline S&P 500 $12,890,000 $0 $814,000 $13,704,000 Rhumbline S&P 400 $5,223,000 $0 $281,000 $5,504,000 Rhumbline S&P 600 $5,271,000 $0 $283,000 $5,554,000 Intlernational Equity $3,441,000 $0 $240,000 $3,681,000 Intlernational Bonds $1,471,000 $0 $75,000 $1,546,000 ICC Fixed Income $12,829,000 $1,123,000 $287,000 $14,239,000 Real Estate $0 $0 $0 $558,000 Page 7 Palm Beach Gardens Police Pension Fund Performance Evaluation Summary September 30, 2012 Current Fiscal Year Quarter FYTD One Year Three Years Five Years 2011 2010 2009 2008 2007 Return 4.47%18.63%18.63%9.39%3.59%0.22%10.09%5.62%-13.73%11.90% Ranking (*)77 87 87 55 8 34 40 5 31 92 Policy Return (**)4.65%19.60%19.60%10.49%3.63%1.76%10.82%1.64%-12.83%13.68% Policy Ranking (*)65 71 71 23 8 5 29 53 18 61 Return 5.89%28.59%28.59%12.05%1.34% -2.62%12.36%-1.00%-23.28%17.89% Ranking (***)66 10 10 12 14 48 14 19 71 44 Policy Ranking (***)49 21 21 9 14 9 28 68 27 56 Return 2.49%5.83%5.83%6.07%5.92%4.78%7.63%11.10%0.54%4.37% Ranking (Broad Fixed)46 71 71 51 38 14 45 53 28 40 Policy Return (89% BCAB and 11% Non-US World Gov't Bond)1.85%4.98%4.98%5.98%6.57%5.21%7.79%11.19%3.85%5.61% Policy Ranking (Broad Fixed)67 76 76 53 26 10 44 53 13 19 Page 8 Red indicates bottom 40% of universe -4.36%12.32% *** 38.4% Broad Large Cap Core, 15.4% Mid Cap, 15.4% Small Cap, 15.4% Broad Large Cap Growth, 15.4% International TOTAL FIXED INCOME(Net of Fees)[Inception 3-31-1994](International Fixed Inception 9-30-2010) Gold indicates equal to or beat the index, or in upper 40% of universe 6.13%27.80%11.44% * 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 -21.04% Policy Return (38.4%S&P500, 15.4%S&P400, 15.4%S&P600, 15.4% R1000G, 15.4% EAFE)1.36%-0.50% Palm Beach Gardens Police Pension Fund Performance Evaluation Summary September 30, 2012 27.80%17.05% TOTAL FUND (Net of Fees)[Inception 3-31-1992] TOTAL EQUITIES(Net of Fees)[Inception 6-30-2000] Current Fiscal Year Quarter FYTD One Year Three Years Five Years 2011 2010 2009 2008 2007 6.31%30.17%30.17%13.23%1.22%1.19%10.21%-6.49%-21.72%16.63% Ranking (Br.Large Cap Core)45 21 21 19 28 20 29 55 36 39 6.35%30.20%30.20%13.20%1.05%1.15%10.16%-6.91%-21.98%16.44% Policy Ranking (Br.Large Cap Core)39 20 20 20 35 20 30 62 40 43 5.38%28.90%28.90%14.48%4.01%-1.17%17.77%-2.77%-16.54%18.74% 49 28 28 8 3 26 12 100 9 1 5.44%28.54%28.54%14.33%3.83%-1.28%17.78%-3.10%-16.68%18.76% 46 30 30 9 6 27 12 100 9 1 5.36%33.27%33.27%15.09%3.33%0.21%14.14%-10.54%-13.64%15.17% Ranking (Broad Small Cap)44 18 18 17 41 26 37 86 22 51 5.40%33.35%33.35%15.14%3.29%0.21%14.21%-10.61%-13.83%14.93% Policy Ranking (Broad Small Cap)42 18 18 17 41 26 36 86 23 53 5.40%27.52%27.52%10.98%1.75%-6.48%14.62%15.30%-30.79%n/a Ranking (Broad Large Cap Growth)79 55 55 76 51 94 8 1 100 n/a 6.11%29.18%29.18%14.73%3.24%3.78%12.65%-1.85%-20.88%n/a 61 40 40 20 24 14 20 35 32 n/a 6.97%19.38%19.38%5.00%-3.43%-11.11%9.09%2.30%-29.10%27.48% 43 20 20 26 31 50 32 48 36 43 6.98%14.33%14.33%2.59%-4.77%-8.94%3.71%3.79%-30.12%25.38% 43 68 68 55 48 25 65 39 45 57 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 September 30, 2012 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) Current Fiscal Year Quarter FYTD One Year Three Years Five Years 2011 2010 2009 2008 2007 2.31%6.07%6.07%6.60%6.54%5.66%8.10%11.96%1.22%4.98% Ranking (Broad Fixed)52 69 69 43 26 8 42 46 25 27 1.58%5.16%5.16%6.20%6.54%5.29%8.17%10.56%3.66%5.13% Policy Ranking (Broad Fixed)75 75 75 49 26 9 41 57 13 24 5.11%7.89%7.89%n/a n/a 0.33%n/a n/a n/a n/a 3.98%3.46%3.46%n/a n/a 4.14%n/a n/a n/a n/a 2.31%n/a n/a n/a n/a 0.33%n/a n/a n/a n/a 2.34%n/a n/a n/a n/a 4.14%n/a n/a n/a n/a Page 10 INTERNATIONAL FIXED INCOME PORTFOLIO(Inception 9-30-2010) Return Policy (Non-US World Bond) Gold indicates equal to or beat the index, or in upper 40% of universe Red indicates bottom 40% of universe AMERICAN REALTY PORTFOLIO(Inception 6-30-2012) Return Policy (NCREIF) Palm Beach Gardens Police Pension Fund Performance Evaluation Summary September 30, 2012 ICC FIXED INCOME PORTFOLIO(Inception 3-31-1994) Return Policy(BCAB) September 30, 2012 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). Page 11 Palm Beach Gardens Police Pension Fund Total Fund Trailing 5-Years September 30, 2012 (versus 25% S&P500, 10% S&P400, 10% S&P600, 10% R1000G, 10% EAFE, 4% Non-US World Bond, 29% BCGC, 2% RE) -3 0 3 -3 0 3 Di f f e r e n c e i n R e t u r n s ( M a n a g e r - In d e x ) Risk (Difference in Standard Deviations) 9/30/2012 6/30/2012 3/31/2012 12/31/2011 Good Aggressive Conservative Bad Page 12 Palm Beach Gardens Police Pension Fund Total Equity Trailing 5-Years September 30, 2012 (versus 38.4% S&P 500, 15.4% S&P 400, 15.4% S&P 600, 15.4% R1000G & 15.4% Intl. ) -3 0 3 -3 0 3 Di f f e r e n c e i n R e t u r n s ( M a n a g e r - In d e x ) Risk (Difference in Standard Deviations) 9/30/2012 6/30/2012 3/31/2012 12/31/2011 Good Aggressive Conservative Bad Page 13 Palm Beach Gardens Police Pension Fund Total Fixed Income 5-Year Trailing September 30, 2012 (versus 89% BCGC, 11% Non-US World Gov't Bond) -3 0 3 -3 0 3 Di f f e r e n c e i n R e t u r n s ( M a n a g e r - In d e x ) Risk (Difference in Standard Deviations) 9/30/2012 6/30/2012 3/31/2012 12/31/2011 Good Aggressive Conservative Bad 15451000 15451000 123518000 123518000 264000 264000 139233000 Page 14 Palm Beach Gardens Police Pension Fund Beta: Trailing 5-Year Risk (or Inception if Less) September 30, 2012 0.30 0.40 0.50 0.60 0.70 0.80 0.90 1.00 1.10 1.20 Sep-12 Jun-12 Mar-12 Dec-11 Total Fund Large Cap Mid Cap Small Cap Total Fixed International Large Growth Page 15 Palm Beach Gardens Police Pension Fund Alpha: Trailing 5-Year Reward (or Inception if Less) September 30, 2012 -2.0% -1.0% 0.0% 1.0% 2.0% Sep-12 Jun-12 Mar-12 Dec-11 TOTAL FUND & INDIVIDUAL MANAGERS Total Fund Large Cap Mid Cap Small Cap Total Fixed International Large Growth Sep-12 Jun-12 Mar-12 Dec-11 Total Fund 0.88 0.77 0.77 0.77 Managers, Fixed Income Total Fixed 0.88 0.87 0.86 0.86 Managers, Equities Large Cap 0.99 0.99 0.99 0.99 Mid Cap 0.99 0.99 0.99 0.99 Small Cap 0.99 0.99 0.99 0.99 International 0.39 0.40 0.43 0.42 Large Growth 1.10 1.10 1.11 1.11 Real Estate NCREIF 0.00 Total Fund 0.41%0.77%1.02%0.72% Managers, Fixed Income Total Fixed 0.15%-0.01%-0.01%0.06% Managers, Equities Large Cap 0.18%0.22%0.23%0.21% Mid Cap 0.21%0.22%0.24%0.20% Small Cap 0.06%0.06%0.08%0.11% International -1.56%-1.67%0.43%-0.90% Large Growth -1.82%-1.62%-1.42%-0.99% Real Estate NCREIF 0.00% Page 16 S&P400 * 25% S&P 500, 10% S&P400, 10% S&P600, 10% R1000G, 10% EAFE, 4% Non-US World Gov't Bond, 29% BCAB, 2% RE S&P600 EAFE R1000G Policy S&P500 S&P600 EAFE S&P400 BCAB R1000G BCAB S&P500 * ALPHA Palm Beach Gardens Police Pension Fund Alpha & Beta: 5-Years Trailing (or Inception if Less) September 30, 2012 Current BETA * Page 17 Palm Beach Gardens Police Pension Fund Batting Average: 5-Years Trailing (or Inception if Less) September 30, 2012 0 10 20 30 40 50 60 70 80 90 100 Sep-12 Jun-12 Mar-12 Dec-11 TOTAL FUND & INDIVIDUAL MANAGERS Total Fund Large Cap Mid Cap Small Cap Total Fixed International Large Growth Sep-12 Jun-12 Mar-12 Dec-11 Total Fund 30.00 35.00 35.00 35.00 Managers, Fixed Income Total Fixed 45.00 40.00 40.00 40.00 Managers, Equities Large Cap 65.00 70.00 70.00 65.00 Mid Cap 70.00 75.00 75.00 70.00 Small Cap 45.00 50.00 50.00 55.00 International 55.00 60.00 65.00 60.00 Large Growth 45.00 47.37 50.00 52.94 Real Estate NCREIF 0.00 Total Fund 0.98 0.96 0.96 0.96 Managers, Fixed Income Total Fixed 0.74 0.74 0.75 0.74 Managers, Equities Large Cap 1.00 1.00 1.00 1.00 Mid Cap 1.00 1.00 1.00 1.00 Small Cap 1.00 1.00 1.00 1.00 International 0.26 0.26 0.28 0.27 Large Growth 0.91 0.91 0.91 0.91 Real Estate NCREIF 0.00 Page 18 BCAB BCAB * S&P600 R1000G R-SQUARED S&P500 S&P400 * 25% S&P 500, 10% S&P400, 10% S&P600, 10% R1000G, 10% EAFE, 4% Non-US World Gov't Bond, 29% BCAB, 2% RE S&P600 EAFE R1000G September 30, 2012 EAFE Palm Beach Gardens Police Pension Fund Batting Average: 5-Years Trailing (or Inception if Less) BATTING AVERAGE S&P500 S&P400 Current Policy * Qtr YTD 1Yr 3Yr 5Yr 10Yr Atlanta Capital Management Co., LLC - High Quality Growth Plus - Gross Size 7.01 26.24 26.24 12.20 2.96 8.24 Eagle Asset Management - Conservative Large Cap Equity - Gross Size 6.58 27.03 27.03 10.36 0.56 7.93 ICC Capital Management, Inc - Core Value - Gross Size 6.48 27.04 27.04 8.08 -0.74 7.87 Logan Capital Management - Large Core 60/40 - Gross Size 3.43 25.71 25.71 18.73 4.32 10.36 Madison Investment Advisors, Inc. - Large Cap Equity (Instl) - Gross Size 6.12 26.50 26.50 10.69 2.80 7.31 Rhumbline Advisers Corporation - Russell 1000 Index Fund - Gross Size 6.30 28.53 28.53 12.81 1.19 8.32 Robeco Investment Management, Inc. - WPG Disc Equity Large Cap - Gross Size 6.30 26.29 26.29 12.34 0.82 8.11 South Texas Money Management - Large Cap Core - Gross Size 5.03 24.64 24.64 10.13 0.52 7.80 Russell 1000 6.31 30.06 30.06 13.27 1.22 8.35 S&P 500 6.35 30.20 30.20 13.20 1.05 8.01 Dana Investment Management - Large Growth - Gross Size 5.70 31.43 31.43 13.88 2.73 9.97 Garcia Hamilton & Associates - Quality Growth - Gross Size 6.75 27.19 27.19 13.54 3.10 7.17 Logan Capital Management - Large Cap Growth - Gross Size 4.66 24.45 24.45 14.38 0.51 9.81 Montag & Caldwell, Inc. - Large Cap Growth - Gross Size 6.53 27.01 27.01 12.24 3.92 8.00 Sawgrass Asset Management, LLC - Large Cap Growth Equity - Gross Size 5.53 28.69 28.69 14.56 2.56 7.72 Silvant Capital - Select LCG Stock - Grosss Size 5.21 29.63 29.63 11.11 1.85 8.02 Russell 1000 Growth 6.11 29.19 29.19 14.73 3.24 8.41 S&P 500/Citigroup Growth 6.40 29.65 29.65 14.93 3.55 8.06 Rhumbline Large Cap(FYE)6.31 30.17 30.17 13.23 1.22 8.13 Rhumbline Mid Cap(FYE)5.38 28.90 28.90 14.48 4.01 n/a Rhumbline Small Cap(FYE)5.36 33.27 33.27 15.09 3.33 n/a International Equity(FYE)6.97 19.38 19.38 5.00 -3.43 n/a ICC Large Growth(FYE)5.40 27.52 27.52 10.98 1.75 n/a Page 19 Performance of Other Managers September 30, 2012 CORE EQUITY GROWTH EQUITY Qtr YTD 1Yr 3Yr 5Yr 10Yr Buckhead Capital Management - Value Equity - Low P/E - Gross Size 5.82 24.87 24.87 9.61 0.15 7.74 Ceredex Value Ad Large Cap Value 6.74 29.32 29.32 12.49 1.87 9.80 DePrince, Race, Zollo, Inc. - Large Cap Value Equity - Gross Size 6.58 27.17 27.17 12.05 1.51 9.88 Eagle Asset Management - Value - Institutional - Gross Size 6.35 24.14 24.14 9.55 -0.23 8.44 ICC Capital Management, Inc - Core Value - Gross Size 6.48 27.04 27.04 8.08 -0.74 7.87 Missouri Valley Partners - Large Cap Value - Gross Size 6.68 28.00 28.00 10.32 -0.98 7.07 Rhumbline Advisers Corporation - Russell 1000 Value Index Fund - Gross Size 6.51 30.83 30.83 11.83 -0.74 8.23 RBC Global Asset Management, Inc. - Large Cap Value - Gross Size 6.19 32.42 32.42 11.07 -0.05 9.17 Westwood Management Corporation - LargeCap Equity - Gross Size 5.83 29.49 29.49 11.15 0.05 9.14 Russell 1000 Value 6.51 30.92 30.92 11.84 -0.90 8.17 S&P 500/Citigroup Value 6.30 30.81 30.81 11.39 -1.56 7.85 Chicago Equity Partners, LLC - Mid Cap Core Equity - Gross Size 6.09 30.04 30.04 16.62 2.76 10.11 Rhumbline Advisers Corporation - S&P 400 Index Fund - Gross Size 5.39 28.54 28.54 14.38 3.12 10.41 Robeco Investment Management, Inc. - BPAM Mid Cap Value Equity - Gross Size 5.68 30.84 30.84 15.79 6.21 13.58 Russell Midcap 5.59 28.03 28.03 14.26 2.24 11.18 S&P Midcap 400 5.44 28.54 28.54 14.33 3.83 10.77 Advanced Investment Partners 7.87 35.36 35.36 16.98 3.69 AtlantaCapital Management - High Quality SMID - Gross Size 4.37 30.79 30.79 15.84 8.74 Eagle Asset Management - SMID Core - Institutional - Gross Size 6.04 27.17 27.17 13.37 3.12 11.04 Kayne AndersonRudnick - SMID Core - Gross Size 3.12 20.61 20.61 14.30 3.68 7.92 Westwood Management Corporation - SMID Cap Equity - Gross Size 6.61 27.61 27.61 13.95 6.44 14.82 Russell 2500 5.57 30.93 30.93 14.06 2.80 10.86 Rhumbline Large Cap(FYE)6.31 30.17 30.17 13.23 1.22 8.13 Rhumbline Mid Cap(FYE)5.38 28.90 28.90 14.48 4.01 n/a Rhumbline Small Cap(FYE)5.36 33.27 33.27 15.09 3.33 n/a International Equity(FYE)6.97 19.38 19.38 5.00 -3.43 n/a ICC Large Growth(FYE)5.40 27.52 27.52 10.98 1.75 n/a Page 20 Performance of Other Managers September 30, 2012 VALUE EQUITY MID-CAP EQUITY SMID-CAP EQUITY Qtr YTD 1Yr 3Yr 5Yr 10Yr Advanced Investment Partners - AllCap - Gross Size 6.54 34.95 34.95 14.85 2.43 8.57 BuckheadCaptial Management - All Cap - Gross Size 5.32 23.67 23.67 8.91 -0.64 Diamond Hill Capital Management, Inc. - Diamond Hill Select Equity - Gross Size 5.70 22.69 22.69 9.94 1.46 11.90 ICC Capital Management, Inc - Multi-Cap Eq. - Gross Size 6.15 17.40 17.40 8.55 2.82 12.74 Oak Ridge Investments, LLC - All-Cap - Gross Size 2.63 22.43 22.43 12.94 2.03 9.26 Russell 3000 6.23 30.20 30.20 13.26 1.30 8.49 Dow Jones Wilshire 5000 (Full Cap)6.16 29.90 29.90 13.22 1.35 8.66 Atlanta Capital Management Co., LLC - High Quality Small Cap - Gross Size 4.22 27.93 27.93 16.82 8.74 12.94 BuckheadCaptial Management - Small Cap Value - Gross Size 0.12 25.97 25.97 7.24 -0.53 9.86 Ceredex - Value Ad Small Cap Value - Gross Size 4.29 24.90 24.90 14.10 4.41 13.31 DePrince, Race, Zollo, Inc. - Small Cap Value - Gross Size 6.08 36.15 36.15 12.45 4.69 11.15 Eagle Asset Management - Small Cap Core - Institutional - Gross Size 6.76 27.06 27.06 13.56 2.81 10.79 GW Capital, Inc. - Small Cap Value Equity - Gross Size 7.05 33.80 33.80 14.47 2.93 15.57 Kayne Anderson Rudnick Invst. - Small Cap - Gross Size 2.15 23.19 23.19 17.88 7.41 12.36 Missouri Valley Partners 7.05 41.50 41.50 18.16 5.34 11.34 Rhumbline Advisers Corporation - S&P 600 Index Fund - Gross Size 5.35 33.12 33.12 15.05 3.30 Sawgrass Asset Management, LLC - Small Cap Growth Equity - Gross Size 1.06 22.09 22.09 14.86 -2.04 4.85 Silvant Capital - Small Cap Growth - Gross Size 6.26 33.35 33.35 15.68 2.80 10.16 Russell 2000 5.25 31.91 31.91 12.99 2.21 10.17 S&P SmallCap 600 5.40 33.35 33.35 15.14 3.29 10.74 American Realty Advisors - Core Equity Real Estate-Sep. Accts. - Gross Size 2.72 8.75 12.22 5.44 -0.69 Intercontinental - US REIF - Gross Size 2.52 10.11 13.55 4.99 -2.25 JPMorgan Asset Management - Strategic Property Fund - Gross Size 2.48 8.48 11.98 7.89 0.21 7.60 Dow Jones Wilshire REIT Index 3.71 32.63 13.22 33.62 2.05 10.32 NCREIF Property Index 2.68 8.46 12.04 8.81 2.50 8.29 Altrinsic Global Advisors - International Equity - Gross Size 7.60 12.44 12.44 4.19 -1.70 9.26 DePrince, Race, Zollo, Inc. - International Equity - Gross Size 6.97 12.94 12.94 2.76 -2.82 9.50 ICC Capital Management, Inc - International ADR Equity - Gross Size 6.71 17.42 17.42 3.93 -2.41 8.03 The Boston Company Asset Mgmt., LLC - International Core Equity Management 8.80 19.59 19.59 4.54 -5.98 9.30 Thornburg Investment Mgmt. - International Equity - Gross Size 6.39 15.82 15.82 5.23 -2.57 11.82 WHV - WHV International Equity - Gross Size 6.90 22.49 22.49 6.90 -1.24 15.57 MSCI EAFE 6.98 14.33 14.33 2.59 -4.77 8.69 MSCI EMERGING MARKETS 7.89 17.33 17.33 5.96 -0.98 17.36 Rhumbline Large Cap(FYE)6.31 30.17 30.17 13.23 1.22 8.13 Rhumbline Mid Cap(FYE)5.38 28.90 28.90 14.48 4.01 n/a Rhumbline Small Cap(FYE)5.36 33.27 33.27 15.09 3.33 n/a International Equity(FYE)6.97 19.38 19.38 5.00 -3.43 n/a ICC Large Growth(FYE)5.40 27.52 27.52 10.98 1.75 n/a American Realty(FYE)2.31 n/a n/a n/a n/a n/a Page 21 Performance of Other Managers September 30, 2012 ALL CAP EQUITY SMALL CAP EQUITY REAL ESTATE (6/30/2012) INTERNATIONAL EQUITY Qtr YTD 1Yr 3Yr 5Yr 10Yr Eagle Asset Management - Core Fixed Institutional - Gross Size 1.87 5.58 5.58 6.82 7.01 5.43 Garcia Hamilton & Associates - Fixed Aggregate - Gross Size 3.78 10.81 10.81 8.02 8.86 6.81 ICC Capital Management, Inc - Core Fixed Income - Gross Size 2.18 6.19 6.19 6.41 6.21 4.94 Sawgrass Asset Management, LLC - Core Fixed Income - Gross Size 1.79 6.34 6.34 6.43 7.20 5.68 RBC Global Asset Management, Inc. - Broad Market Core - Gross Size 1.98 6.32 6.32 7.09 6.10 5.16 Barclays Aggregate Bond 1.58 5.16 5.16 6.18 6.53 5.33 Barclays Gov/Credit Bond 1.77 5.69 5.69 6.51 6.64 5.39 Barclays High Yield US Corporate Bond 4.53 19.37 19.37 12.90 9.34 10.99 Eagle Asset Management - Institutional Conservative - Gross Size 1.60 4.97 4.97 5.61 6.57 5.02 Garcia Hamilton & Associates - Intermediate Fixed Income - Gross Size 3.51 9.99 9.99 6.92 7.81 6.04 Missouri Valley Partners - Intermediate Government/Credit Fixed Income - Gross Size 1.46 4.46 4.46 5.59 6.65 5.25 Sawgrass Asset Management, LLC - Intermediate Fixed Income - Gross Size 1.71 5.59 5.59 5.30 6.15 4.90 Sit Investment Associates, Inc. - Intermediate Govt/Corp - Gross Size 1.90 6.33 6.33 7.85 7.16 5.74 RBC Global Asset Management, Inc. - Intermediate Core - Gross Size 1.73 5.08 5.08 5.87 4.97 4.46 Barclays Gov/Credit-Intermediate 1.40 4.40 4.40 5.17 5.71 4.76 Brandywine Global - International Fixed Invst. Grade - Gross Size 5.00 12.54 12.54 7.69 7.73 9.08 Federated Investors - Non-US Fixed Income Unhedged - Gross Size 4.32 4.72 4.72 4.37 6.86 7.70 PIMCO - Non US Fixed Income Unhedged - Gross Size 7.38 10.39 10.39 9.89 10.19 9.37 Wells Capital Mgmt. - Global Fixed Income Ex-US - Gross Size 4.53 5.19 5.19 5.92 8.28 9.20 Citigroup World Government Ex-US 3.98 3.46 3.46 4.02 6.56 7.27 International Bonds(FYE)5.11 7.89 7.89 n/a n/a n/a ICC Fixed Income(FYE)2.31 6.07 6.07 6.60 6.54 5.01 Page 22 INTERMEDIATE FIXED INCOME INTERNATIONAL FIXED INCOME Performance of Other Managers September 30, 2012 CORE FIXED INCOME Date Issued: Binder Period: 8200 Anderson Blvd. Fort Worth, TX 76120 800-877-4567 TRUSTEE AND FIDUCIARY LIABILITY COVERAGE INSURANCE BINDER In accordance with your instructions and in reliance upon the statements made in your application(s), insurance is effected as follows: Binder Number:Renewal: Insurance Representative: Address: Trust(s) or Plan(s): STATE NATIONAL INSURANCE COMPANY 11/20/2012 12/01/2012 to 12/31/2012 YBN0000023962 United Members Insurance, Inc. 6826 Linebaugh Avenue Tampa, FL 33625 Palm Beach Gardens Police Officers Pension Fund Each Claim & Aggregate Coverage: Premium: Each Claim Address: Policy Period: Deductible Amount: Limits of Liability: Basic Trustee and Fiduciary Liability Insurance Claims-Made Policy (TFL-1001),ClaimsExpensesInclusive Conditions/Coverage Subject to: Waiver of Recourse Total Amount Tax/Other C/O The Resource Center 4360 Northlake Blvd Suite 206 Palm Beach Gardens, FL 33410 12/01/2012 to 12/01/2013 $1,000,000 $0 $5,394.00 $178.00 $5,572.00 Nothing else required 1. SFL (02/04) Florida Amendatory Endorsement 2. S-50 (01/12) Modification Endorsement 3. S01 (02/04) IRS Closing Agreement Program (CAP)/Employee Plans Compliance Resolution (EPCRS)(Sublimit:$100,000.00) 4. S-51 (01/12) Amendatory Endorsement (Defense Costs)(Sublimit:$250,000.00) 5. S-52 (01/12) Amendatory Endorsement 502(c) plus PPA(Sublimit:$100,000.00) 6. S06 (02/04) Health Insurance Portability and Accountability Act (HIPAA) Endorsement(Sublimit:$1,000,000.00) 7. SAE (01/12) Manuscript Endorsement - Pending and Prior Litigation Exclusion-1/1/2002 8. SAE (01/12) Manuscript Endorsement - Deletion of Exclusion A.8. 9. SAE (01/12) Manuscript Endorsement - Waiver of Recourse 10. S33 (02/04) Acceptance of Substitute Carrier Application Endorsement Please note: The above conditions must be met before the policy is issued. THETERMSANDCONDITIONSOFTHISINSURANCEBINDERMAYNOTCOMPLYWITHTHESPECIFICATIONSSUBMITTED FORCONSIDERATION.PLEASEREADTHISCAREFULLYANDREVIEWTHEPOLICYFORTHEACTUALCOVERAGES PROVIDED. ______________________________Authorized Representative November 9, 2012 Board of Trustees City of Palm Beach Gardens Police Officers' Pension Fund Palm Beach Gardens, Florida Board of Trustees: This engagement letter between City of Palm Beach Gardens Police Officers' Pension Fund (hereafter referred to as the “Plan”) and Cherry, Bekaert & Holland, L.L.P. (the “Firm” or “CBH”) sets forth the nature and scope of the services we will provide, the Plan’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 this reference, designed to facilitate the performance of our professional services and to achieve the mutually agreed upon objectives of the Plan. SUMMARY OF SERVICES We will provide the following services to the Plan as of and for the year ended September 30, 2012: Audit services We will audit the financial statements of the Plan as of and for the year ended September 30, 2012. Accounting standards generally accepted in the United States provide for certain required supplementary information (“RSI”), such as management’s discussion and analysis (MD&A) and schedules of funding progress and employer contributions, to accompany the Plan’s basic financial statements. As part of our engagement, we will apply certain limited procedures to the Plan’s RSI. These limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation, which management is responsible for affirming to us in its representation letter. Unless we encounter problems with the presentation of the RSI, we will disclaim an opinion on it. Supplementary information, other than RSI, also accompanies the Plan’s basic financial statements. We will subject such supplementary information to the auditing procedures applied in our audit of the basic financial statements and will provide an opinion on it in relation to the basic financial statements. Accounting and other services 1. Assist in the preparation of the financial statements and footnotes. 2. Assist in the preparation of the State Annual Report. City of Palm Beach Gardens Police Officers' Pension Fund November 9, 2012 Page 2 YOUR EXPECTATIONS As part of our planning process, we will discuss with you your expectations of CBH, concerns about any changes in the benefit plan arena, your views on risks facing the Plan, any relationship issues with CBH, and specific engagement arrangements and timing. Our service 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 James Burdick, who will be responsible for assuring the overall quality, value, and timeliness of the services provided to you. 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 statement that the report is intended solely for the information and use of the audit committee, management, and specific legislative or regulatory bodies and is not intended to be and should not be used by anyone other than these specified parties. 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 test of accounting records and other procedures as deemed necessary to enable us to express such an opinion 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 Plan’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 Plan’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. City of Palm Beach Gardens Police Officers' Pension Fund November 9, 2012 Page 3 Financial statement preparation We will assist in the preparation of the Plan’s financial statements and notes, based on information in the Plan’s accounting records. However, the responsibility for the Plan’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. State Annual Report We will also assist you with the State Annual Report for the period ended September 30, 2012. Management has the final responsibility for the State Annual Report, and therefore, should review the report carefully before signing and filing it. Your responsibility includes making all final decisions and evaluating the adequacy and results of the other services performed, as well as accepting responsibility for the results of services. You also agree to designate a qualified management-level individual to be responsible and accountable for overseeing these services. By undertaking this engagement, we assume no responsibility for the filling the report with the Division of Retirement. 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 Accounting services Financial statement preparation State Annual Report preparation Total $14,850 The fees will be billed periodically. Invoices are due on presentation. City of Palm Beach Gardens Police Officers' Pension Fund November 9, 2012 Page 4 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 James Burdick at (407) 423-7911. Sincerely, CHERRY, BEKAERT & HOLLAND, L.L.P. ATTACHMENT – Engagement Letter Terms and Conditions City of Palm Beach Gardens Police Officers' Pension Fund ACCEPTED BY: ___________________________________________________________________ TITLE: ________________________________________ DATE: ________________________ Attachment - Page 1 Cherry, Bekaert & Holland, L.L.P Engagement 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 Plan wish to include or incorporate by reference these financial statements and our report thereon into any other document at some future date, 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 Plan) on the financial statements. Further, our internal control audit is not designed to disclose deficiencies in internal control over financial reporting that, individually or in combination, are less severe than a material weakness. Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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 Plan’s counsel or counsel of our choosing regarding any illegal acts we identify, additional fees incurred may be billed to the Plan. You agree to cooperate fully with any procedures we deem necessary to perform with respect to these matters. Attachment - Page 2 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 or such other basis of accounting consistently applied as described above, for making all financial records and related information available to us, for ensuring that all material information is disclosed to us, and for identifying and ensuring that the Plan complies with the laws and regulations applicable to its activities and with the provisions of contracts and grant agreements. 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 Plan. Management must inform us of their knowledge of any allegations of fraud or suspected fraud affecting the Plan received in communications from employees, former employees, regulators, or others and for informing us about all known or suspected fraud affecting the Plan 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 Plan’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 Plan’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 Attachment - Page 3 of internal control over financial reporting; and (3) Management’s knowledge, directly or from allegations by others, of fraud or suspected fraud affecting the Plan. 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. 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 Plan or to acts by management or employees acting on behalf of the Plan. 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 Plan 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. Attachment - Page 4 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 Plan'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. 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 Plan 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 Plan. 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 Plan; (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. Government Auditing Standards require that we provide you with a copy of our most recent quality control review report. Our most recent peer review report was previously provided. 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. Attachment - Page 5 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 Plan and other third party providers utilized by either party in connection with the engagement. 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 above 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 Plan 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 Plan is unable to provide such schedules, information and assistance, the Firm and the Plan will mutually revise the fee to reflect additional services, if any, required of us to achieve these objectives. Attachment - Page 6 The estimated fees contemplate that the Plan 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 Plan 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 Plan will agree to an appropriate revision in our fee. The estimated fees set forth in this letter are based on auditing and accounting standards effective as of the date of this engagement letter and known to apply to the Plan at this time, but do not include any time related to the application of new auditing or accounting standards that impact the Plan 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 Plan 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 Plan 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. CLASS ACTION INFORMATION FOR PERIOD 07/01/12 through 09/30/12 Class actions due during the period indicated above: CIT Group PFF Bancorp Allscripts-Misys Healthcare Solutions, Inc. American Capital Ltd Cell Therapeutics, Inc. Meta Financial Group, Inc. Packetport.com, Inc. Tongxin International, Ltd. International Game Technology Koss Corporation Deutsche Alt-A Securities, Inc. SSgA Yield Plus Fund Delphi Financial Group Lehman Brothers Mortgage-Backed Securities Litigation Coinstar, Inc. RINO International Corp. Arbitron, Inc. Sonoco Products Co. SLM Corporation Allwaste, Inc. Debentures (JPMorgan Chase) Artic Glacier Income Fund Securities Litigation TierOne Corporation Alternate Energy Holdings, Inc. Ormat Technologies, Inc. Sturm, Ruger Company ** This list reflects all class actions received or filed by Salem Trust Company for those clients who met the specific class action parameters. This list is not account specific. Please see separate report for class actions filed on behalf of your plan. CLASS ACTION INFORMATION FOR PALM BEACH GARDENS POLICE PENSION FUND PERIOD 07/01/12 through 09/30/12 Class actions filed on behalf of the plan during the period indicated: None The plan received the following class action settlements for the period indicated: None P ALM BEACH GARDENS POLICE OFFICERS’ PENSION FUND AND RESOURCE CENTERS, LLC ADDENDUM TO ADMINISTRATIVE MANAGER AGREEMENT This is an Addendum to the Administrative Manager Agreement dated the 1st day of May, 2006, by and between the BOARD OF TRUSTEES OF THE PALM BEACH GARDENS POLICE OFFICERS’ PENSION FUND, ("Trustees"), and RESOURCE CENTERS, LLC f/k/a THE PENSION RESOURCE CENTER, LLC ("Administrator"). In consideration of the agreements, covenants and conditions hereinafter set forth, the Trustees and Administrator agree to the following: 1. Exhibit A, as attached to the original Agreement dated May 1, 2006, is replaced with the new Exhibit A attached hereto and dated August 2012. 2. All other terms of the Administrative Manager Agreement executed by the parties on May 1, 2006, shall remain in full force and effect except as modified by this new Exhibit A. THIS SPACE LEFT INTENTIONALLY BLANK Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Administrative Manager Agreement effective the _____ day of ______________, 2012, by their respective authorized representatives on the dates indicated below BOARD OF TRUSTEES OF THE PALM BEACH GARDENS POLICE OFFICERS’ PENSION FUND As Chairman As Secretary Date: W ITNESS: As to Trustees RESOURCE CENTERS, LLC Signature By: Please Print Nam e Title: Date: W ITNESS: As to Administrator BSJ/pah August 2012 H:\PBG 0003\Vendor\Admin mgr\PRC\Agreement(s)\2012-08 2ndAdden to PRC.wpd Resource Centers LLC – Omega Recordkeeping Group LLC Pension Resource Center LLC – Financial Resource Center LLC THE RESOURCE CENTERS , LLC 4360 Northlake Boulevard, Suite 206 Palm Beach Gardens, FL 33410 Phone (561) 624-3277 Fax (561) 624-3278 WWW.RESOURCECENTERS.COM PALM BEACH GARDENS POLICE OFFICERS’ PENSION FUND 2013 MEETING DATES THE BOARD MEETS ON THE LAST THURSDAY OF THE 1ST MONTH FOLLOWING THE END OF THE QUARTER @ 9AM January 31, 2013 April 25, 2013 July 25, 2013 October 31, 2013