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HomeMy WebLinkAbout12-08-2022 Agendarnva HOME OF PELICAN ISLAND PUBLIC NOTICE — THE POLICE PENSION BOARD WILL HOLD A SPECIAL MEETING THURSDAY, DECEMBER S, 2022 AT 5:00 P.M. THE PUBLIC CAN ACCESS THE MEETING VIRTUALLY VIA ZOOM BY FOLLOWING THE DIRECTIONS SHOWN AT THE BOTTOM OF THIS AGENDA. HOWEVER. THE PUBLIC IS ADVISED TO CHECK THE CITY WEBSITE FOR UP-TO-DATE INFORMATION ON ANY CHANGES TO THE MANNER IN WHICH THE MEETING WILL BE HELD AND THE LOCATION. AGENDA A. CALL TO ORDER B. ROLL CALL C. VOTE TO EXCUSE ABSENT BOARD MEMBER(S) D. APPROVAL OF MINUTES: 1. September 8, 2022 Regular Quarterly Meeting E. OLD BUSINESS: 1. Approval of Payments: a. Highland Capital — July to September — Value, ADR $ 5,451.74 b. Highland Capital — July to September — Fixed Income $ 3,242.85 c. Boston Partners — July to September $ 5,555.27 d. Fiera Capital — July to September $ 2,578.51 e. Renaissance — July to September $ 2,063.02 f. Polen Capital — July to September $ 2,038.65 g. Graystone Consulting — July to September $ 3,375.00 h. Klausner, Kaufinann, Jensen & Levinson August to October $ 7,499.95 i. Division of Administrative Hearings — William Grimmich $ 90.00 j. City of Sebastian — Administrative Services July to September $ 6,000.00 k. City of Sebastian — Janet Graham 09/08/2022 Meetings $ 108.00 1. Travelers Insurance — November 1, 2022 Annual Policy $ 2,991.00 m. FPPTA 2023 Membership $ 750.00 n. Salem Trust — April to June $ 5,689.33 2. Consideration of Online Portal for Plan Members F. NEW BUSINESS: 1. Presentation of October 1, 2022 Actuarial Report 2. Presentation by Fiera Capital 3. Report from Investment Monitor G. LEGAL UPDATES: Klausner, Kaufinan, Jensen & Levinson 1. Update and Consideration of Any Action Needed on Grimmich Forfeiture Process a. Order Granting Extension of Time b. Notice of hearing By ZOOM Conference/Instructions c. Order of Pre -Hearing Instructions 2. Public Safety Officer Support Act of 2022 3. SEC Proxy Voting Disclosure Rules 4. Delaware Law Change Permits Companies to Insulate Corporate Officers From Liability for Reckless Conduct 5. Other Legal Matters Chairperson Chairperson Chairperson Chairperson Ken Killgore, Plan Administrator Doug Lozen, Foster & Foster Doug Lozen, Foster & Foster Fiera Capital Representative, Mark Harrell Andy Mcllvaine, Morgan Stanley Bonni S. Jensen, Board Attorney H. PLAN ADMINISTRATOR REPORTS Ken Killgore, Plan Administrator 1. Florida Department of Management Services Pension Conference (Rescheduled) 2. Budget vs. Actuals Report/Calendar of Board Activities/Other Administrative Matters I. NEXT SCHEDULED OUARTERLY MEETING: March 9, 2022 ADJOURN Chairperson Please note: In accordance with Florida Statue 286.0105: any person who desires to appeal any decision at this meeting will need a record of the proceedings and for this purpose may need to ensure that a verbatim record of the proceedings is made which includes the testimony and evidence upon which the appeal is based. In accordance with Florida Statute 286.26: Persons with disabilities needing assistance to participate in any of these proceedings should contact the Administrative Services Department at least 48 hours prior to the meeting at kkillsore( ,citvofsebastian.org or telephone 772-388-8205. Join Zoom Meeting: httos:Hus02web.zoom.us/i/81024751468 Or One tap mobile: US: +13052241968„81024751468# or +13126266799„81024751468# Or Telephone: Dial(for higher quality, dial a number based on your current location): US: +1 305 224 1968 or +1 312 626 6799 or +1 646 931 3860 or +1 929 436 2866 or +1 301 715 8592 or +1 309 205 3325 or +1 719 359 4580 or +1 253 205 0468 or +1 253 215 8782 or +1 346 248 7799 or +1 360 209 5623 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 669 444 9171 or +1 669 900 6833 or +1 689 278 1000 Webinar ID: 810 2475 1468 International numbers available: https://us02web.zoom.us/u/ksa6OXwOFhttas://usO2web.zoom.us/[/89553726031. CITY OF SEBASTIAN POLICE PENSION BOARD MINUTES OF SPECIAL MEETING SEPTEMBER 8, 2022 I. Call to Order -- Chairman Tim Wood called the meeting to order at 5:00 p.m. II. Roll Call Present: Board Members: Ms. Ring Detective McDonough Captain Wood Mr. Reeves Mr. Puscher Also Present: Bonni Jensen, Klausner, Kaufman, Jensen & Levinson, Attorney for the Board of Trustees Ken Killgore, Plan Administrator Scott Owens, Graystone Consulting John Forelli, Boston Partners Elizabeth Sheerin, Boston Partners John Gunther, Polen Capital Barbara Brooke -Reese, MIS Manager Janet Graham, Recording Secretary III. Vote to Excuse Absent Board Members Chairman Wood announced that there are no absent Board members. IV. Acvroval of Minutes: A. June 9, 2022, Regular Quarterly Meeting There being no corrections or additions, a motion approving the Minutes of June 9, 2022 was made by Mr. Puscher, seconded by Captain Wood, and approved unanimously via voice vote. V. Old Business POLICE PENSION BOARD MINUTES OF SPECIAL MEETING OF SEPTEMBER 8, 2022 1. Approval of Payments: a. Highland Capital -- April to June -- Value, ADR b. Highland Capital -- April to June -- Fixed Income C. Boston Partners -- April to June d. Fiera Capital -- April to June e. Renaissance -- April to June f. Polen Capital -- April to June g. Graystone Consulting -- April to June h. Foster & Foster -- Meeting Cost, 112,664 Compliance, etc. i. Klausner, Kaufmann, Jensen & Levinson, May, June, and July j. City of Sebastian -- Administrative Services April to September k. City of Sebastian -- Janet Graham 03/24/2022 and 06/09/2022 Meetings I. FPPTA 2022 Membership M. Registration, Meals and Mileage for Annual Conference n. Salem Trust -- January to March • C1W: $ 5,983.04 3,378.18 5,848.57 2,550.57 2,258.36 2,131.77 3,375.00 3,924.50 11,662.50 12,000.00 198.00 750.00 4,105.70 5,895.01 Chairman Wood called for a motion to approve the above payments. A motion approving the payment of the above amounts was made by Mr. Puscher, seconded by Chairman Wood, and approved unanimously via voice vote. 2. Presentation by Boston Partners Ms. Sheerin introduced herself and John Forelli. She stated that Mr. Forelli is head of Boston Partners' Portfolio Research, and she gave a short synopsis of his experience. She stated that she is the Relationship Manager for the Pension Board's account. She made a PowerPoint presentation (SEE ATTACHED) which describes what activities Boston Partners performs for the Police Pension Board. She then called on Mr. Forelli for his presentation. John Forelli reviewed slides (SEE ATTACHED), which covered Boston Partners' performance for the time period April to June 2022. Mr. Puscher asked questions regarding the number of transactions by Boston Partners over the subject time period which Mr. Forelli addressed. 3. Presentation by Polen Capital POLICE PENSION BOARD PAGE 3 MINUTES OF SPECIAL MEETING OF SEPTEMBER 8, 2022 John Gunther (via Zoom) introduced himself and reviewed his position with Polen Capital. He added that Steve Atkins, who is a senior member of Polen's investment team, is attending this meeting via Zoom also. Mr. Atkins reviewed the portfolio via a PowerPoint presentation (SEE ATTACHED). There were questions/comments by the Board members and Mr. Owens which Mr. Gunther addressed. VI. New Business Report from Investment Monitor Scott Owens provided Board members with an in-depth report (SEE ATTACHED), including a review of the history of the market and how it affects the Pension Board assets. The report also sets forth the managers' performances. He asked the Board members for their thoughts/comments/questions. There were several questions and comments by the Board members. Mr. Owens explained that his staff are looking at Renaissance and have been doing a search regarding Renaissance. After more discussion regarding choosing a manager, he asked if there is a motion on what direction he should proceed. A motion approving ClearBridge as a new manager was made by Mr. Puscher, seconded by Captain Wood, and approved unanimously via voice vote. After more discussion, Mr. Owens recommended taking Renaissance down to 5%, so it would be an underweight of 2.5%, and the Pension would still be within the bounds of the IPS. He also recommended adding it to the global infrastructure or fixed income, depending on how more defensive the Board would want to be. Mr. Puscher favored infrastructure. Mr. Owens agreed. A motion in favor of implementing Mr. Owens' recommendation was made by Mr. Puscher, seconded by Captain Wood, and approved unanimously via voice vote. Mr. Owens stated he will contact Ms. Jensen and get the contract for the manager. He added that typically his staff attempts to move everything in kind for the new manager so that you are not really out of the market, and they will start building a portfolio. It will take 30 days or so, and his staff will start working on that immediately. He stated that, if anyone wants to contact him directly, Mr. Killgore knows how to reach him. 2. Consideration of Fees Proposed by the Actuary, Foster & Foster Doug Lozen identified himself and stated that he would be speaking about fee increases this evening. He reviewed what Foster & Foster does for the Pension Fund (SEE ATTACHED). He stated that Foster & Foster has been this Pension's actuary for over 30 POLICE PENSION BOARD PAGE 4 MINUTES OF SPECIAL MEETING OF SEPTEMBER 8, 2022 years. He reviewed some of the activities that were achieved during that time. The fee that is in place has been in place for approximately 1.0 years. He added that his company would normally have come to the Pension Board with fee increases sooner than this, but with pension reforms, etc., you had fees passed along to you because of that. So they did not feel that they should come and ask for a fee change. The proposal that the Board members were provided was summarized by Mr. Lozen. If the Board approves the increase —and it would go into effect next fiscal year —his best guess is that it would be $2,500.00 more than under the current fee structure. The other request beginning fiscal year 2023 and later is that the Board would apply an automatic increase. The proposal is based on the consumer price index of June 30th, whether it is up or down. If CPI is 5%, they will get a 5% increase. If it is zero, they would get no raise the next year. He emphasized that they are going to all of their clients with this proposal. There are alternatives to CPI. One: a CPI with a maximum of 5% and the minimum would be 2%. The other option is a 4% flat rate. This is annually. The contract is with 30 days' notice. He then asked for questions/comments from the Board members. There were questions/comments from the Board members, which Mr. Lozen addressed. A motion to use the CPI as the basis for fee adjustments was made by Ms. Ring, seconded by Mr. Reeves, and approved unanimously via voice vote. 3. Approve 2023 Meeting Dates: March 9, June 8, September 14 and December 14 Mr. Killgore stated that the proposed meeting dates for 2023 would be March 9, June 8, September 14, and December 14. A motion accepting the proposed meeting dates for 2023 was made by Captain Wood, seconded by Mr. Puscher, and approved unanimously via voice vote. 4. Approve 2022/2023 Proposed Budget Mr. Killgore called everyone's attention to the schedule in the agenda packet (SEE ATTACHED). This proposal is based on the current year costs. He stated the budget was increased mostly for the administrative costs. Investment expenses are also increased based on the historical costs for each of the managers. A motion approving the proposed budget was made by Mr. Puscher, seconded by Captain Wood, and approved unanimously via voice vote. VII. Legal Updates: Klausner, Kaufman, Jensen & Levinson 1. Updates on Grimmich Forfeiture Process b, i, Y POLICE PENSION BOARD PAGE 5 MINUTES OF SPECIAL MEETING OF SEPTEMBER 8, 2022 Ms. Jensen stated that the attorney is in place. The notices have been served. She said she has had a difficult time getting Ireland served. Eventually, they had it delivered to the local Walgreens, which is a local pick-up for FedEx. However, Ireland was not able to get it there. Her staff are still working on this, and she will notify Mr. Killgore when service has been made on Ireland. 2. $227,003.04 Received from State Premium Tax/Schedule of Payments to Other Cities Ms. Jensen reported that the 185 money has been determined. Mr. Killgore stated the City has received the funds. 3. Increase in IRS Mileage Rate Ms. Jensen reported that the IRS mileage rate has increased effective July 1 st to $0.62.5. 4. Other Legal Matters Regarding conferences, Ms. Jensen said the State is putting on its conference, which is going to be held in Orlando, beginning on the 26th of September. VIII, Plan Administrator Revorts 1. Florida Department of Management Services Pension Conference Mr. Killgore asked Board members to coordinate with him if they intend to attend that conference. He has enclosed the materials relating to the conference in the agenda packet. 2. Budget vs. Actuals Report/Calendar of Board Activities/Other Administrative Matters Mr. Killgore stated he has provided the Budget and Actual Report that is in the agenda packet. He stated the Pension Fund is within budget on almost every category. As to the Calendar of Board Activities, he is on schedule to accomplish all those items as well. IX. Next Scheduled Quarterly Meeting: December 8, 2022 X. Adiourn POLICE PENSION BOARD PAGE 6 MINUTES OF SPECIAL MEETING OF SEPTEMBER 8, 2022 There being no further business, Captain Wood adjourned the meeting at 7:42 p.m. M PLO] Date: �-hland. Capital MANAGEMENT, LLC October3, 2022 Invoice Number: 31643 MANAGEMENT FEE: SEBASTIAN POLICE OFFICERS' RETIREMENT 9/30/2022 Portfolio Value: $ 4,361,477.53 Exclude Dividend Accrual - 87.50 Billable Value $ 4,361,390.03 Quarterly Fee Based On: $ 4,361,390 @ 0.50% per annum $ 5,451.74 Quarterly Fee: $ 5,451.74 For the Period 7/l/2022 through 9/30/2022 Paid by Debit Direct ($ 0.00) Please Remit $ 5,451.74 Account Account Value Ouarterly Fee (sebast0l) SEBASTIAN POLICE OFFICERS' RETIREMENT VALUE $ 3,533,114.50 $ 4,416.40 (sebasti4) SEBASTIAN POLICE OFFICERS' RETIREMENT ADR $ 828,275.53 $ 1,035.34 Total $ 4,361,390.03 $ 5,451.74 Mailing Check: Wiring Instructions: Highland Capital Management, LLC Contact: srunyanCa:,highlandcap.coru 850 Ridge Labe Blvd. Suite 205 Memphis, TN 38120 *****Note New Address******* J laid Capital __...._......... MANAGEMENT, LLC October 3, 2022 MANAGEMENT FEE: 9/30/2022 Portfolio Value: Quarterly Fee Based On: $ 4,323,803 @ 0.30% per annum Invoice Number: 31642 SEBASTIAN POLICE OFFICERS' RETIREMENT FIXED INCOME Quarterly Fee: For the Period 7/1/2022 through 9/30/2022 Mailing Check: Highland Capital Management, LLC 850 Ridge Lake Blvd. Suite 205 Memphis, TN 38120 *****Note New Address******* $ 3,242.85 Paid by Debit Direct Please Remit Wiring Instructions: Contact: srunyanrhighlandcap.com $ 4,323,803.20 $ 3,242.85 ($ 0.00) $ 3.242.85 C. 1, L ostonPartners Ken Killgore City of Sebastian 1225 Main Street Sebastian, FL 32958 Invoice Dab: 09/30/2022 Invoice Number: 20220930-690-A Billing Portlollo(s): 00844 - City of Sebastian Police Officers' Retirement System Billing Period: 07/01 /2022 to 09/30/2022 SUMMARY FOR INVESTMENT SERVICES Current Period Amount Due: $ GAW.27 OUARTEREND Fee Invoice City of Sebastian Police Officers' Retirement 20220930-690-A System Toal .amount Due Current Period Due 30-60 Days 60-90 Da. s Over 90 Days Total 5,555.27 5,555.27 5,555.27 5.555 27 Please contact James Vitelli directly at 212-908-0149 with any billing inquiries. As always, you may also direct any questions to your Relationship Manager. We watdd appreciate r@ s0 your pint Wong with the ramlffanca eltp w0hln 30 days of mcslpt of this lwmh a WIRE / TRANSFER FUNDS TO: JP Morgan Chase; ABA #021000021; AC CT #066-654610 REFERENCE: Boston Partners Ref Acct #: 00844 MAIL REMITTANCES TO: Accounts Receivable Boston Partners One Grand Central Place, 60 East 42nd Street, Suite 1550 New York, NY 10165 Email jvitelli@boston-partners.com Thank You 6--r.C.-/ eriod Rule - Custom (USD) City of Sebastian Police Officers' Retirement System - 00844 Monthly Values 06/30/2022 Market Value 07/31/2022 Market Value 08/25/2022 Capital Change 08/31/2022 Market Value 09/30/2022 Market Value AdjusW Input Annual Fee Schedule (IMFEE - USD) 0.00 and above Quarbrly Fee Calculation (IMFEE - USD) 2,469,009.17 - 90.00 BPS Fw D dMb: Total IMFEE (00844) Fee Total: Invoice Summary Fee Totals: 2,447,429.41 2,648,735.25 (45,000.00) 2,505,103.15 2,253,189.11 90 / 360 = Schedule Total: Fee Total For IMFEE: Total Amount Due: 2,447,429.41 2,648,735.25 2,505,103.15 2,253,189.11 $ 2,469,009.17 90.00 BPS 5,555.27 $ 5,555.27 5,555.27 $ 5,5W.27 5,555.27 $ 5,555.27 en tee Investment Management October 04, 2022 Mr. Kenneth W. Killgore Administrative Services Director City of Sebastian 1225 Main Street Sebastian, FL 32958 Billing Period: FROM 07/01/2022 TO 09/30/2022 Custodian Account No: XXXXXX1532 Account #: IE0496 - City of Sebastian Police Officers Retirement System PortfolioValue ................................................... Amount Due, PAYABLE UPON RECEIPT: ........................... FEE CALCULATION '(Rate x Portfolio Value) x (# of days in quarter I # of days in year) Rate Aoolied: For Assets Under Management Amount Due 0.6500 % On the remainder: 1,259,201 2,063.02 Total Fee: 2,063.02 $1,259,20139 $2,063.02 Please compare this fee bill prepared by our firm to your custodial account statement for any discrepancies. Minor variations may occur because of reporting dates, accrual methods of interest and dividends, and other factors. Your custodial statement is the official record of your account. If you are not receiving statements from your custodian at least quarterly, if there have been any changes in your financial situation, investment objectives, or if you wish to initiate or modify any reasonable restrictions on the management of your account, please notify Mary Meiners at 513-723-4554 or mcm@reninv.com. Return this section with your fee to the address below or in the enclosed envelope: RENAISSANCE INVESTMENT MANAGEMENT 3551 Solutions Center #773551 /,•I'/'� Chicago, IL 60677-3005 Acct:IE0496� / Custodian Account No: XXXXXX1532 50 EAST RIVERCP.NTER BOULFVARD • SUITE 1200 COVINGTON, KY 41011 a 800.837.3863 a 513.723.4500 a FAX 513.723.4512 a asix.rcn,n-com . e. enneth Killgore REMITTANCE COPY NA October 7, 2022 STATEMENT OF MANAGEMENT FEES Quarterly Fee calculated for assets under management as of September 30, 2022 for the billing period from July 1, 2022 to September 30, 2022. Custodian Account Number: 0740007216 Account Number: CITY0162 Account Name: CITY OF SEBASTIAN POLICE OFFICERS RETIREMENT SYSTEM Management Fee Calculation Detail Breakpoints Annual Rate Account Assets Fee Total Portfolio: Balance 0.650 $1,244,329 $2,038.65 Please remit the total fee amount to Polen Capital at the address indicated below. Payment for this invoice can be sent via mail or wire: By Mail Overnight Address By Wire SunTrust Bank Check payable to: EIS Lockbox/Cust Svc 1000 Peachtree St., N.E., Atlanta, GA Polen Capital Management Attn: Polen Capital Management LLC #919766 ABA: 061 000104 P.O. Box 919766 2290 Premier Row Account Name: Polen Capital Management Orlando, FL32891-9766 Orlando, FL32809 LLC Account #:1000214295577 SEC RULE 204.3 REQUIRES US TO OFFER IN WRITING TO DELIVER TO YOU UPON REQUEST A WRITTEN DISCLOSURE STATEMENT CONTAINING INFORMATION CONCERNING OUR BACKGROUND AND BUSINESS PRACTICES. Keep a copy of this invoice for tax purposes polencapital.^om Boca Raton ; Boston 1 London 182S NW Corporate Elvd., Suite 300 Boca Raton, FL 33431 Telephone: +1 (561)..241-2425 ctober 24, 2022 It��IJlll��l�l�����lt�l�l�l�ll�l��l�lt�lll'I�t��l�'���IJI�I�IL 000007 MSHS9JA1 100000 745 070 CITY OF SEBASTIAN POLICE ATTN: KENNETH KILLGORE 1225 MAIN ST. SEBASTIAN FL 32958 Graystone Consulting - A A business of Morgan Stanley Invoice Number: 10129922297 Graystone Consulting Tampa, FL Financial Advisor www.morganstanley.com IMPORTANT NOTICE INVESTMENT ADVISORY FEE PAYMENT REQUIRED ACTION REQUIRED — PLEASE REMIT PAYMENT IN THE ENCLOSED BUSINESS REPLY ENVELOPE We value you as a client and thank you for the opportunity to serve your investment needs. Please see below for the investment advisory fee(s) due. ACCOUNT CLIENT NAME TOTAL FEE AMOUNT 745-038962 CITY OF SEBASTIAN POLICE $3,375.00 Total Fee: $3,375.00 Prior Balance: $0.00 Net Amount: $3,375.00 For additional details please see Invoice Detail and Remittance Instructions on pages to follow. 3, 375� Investments and services offered through Morgan Stanley Smith Barney LLC. Member SIPC. 0 Graystone Consulting is a business of Morgan Stanley. C— L J q ,— 1of2 i S 000007 MSHS9JA1 000019 DVISORY INVOICE DETAILS Account: 745-038962 Billing Period Number of Days Fee Amount Graystone Consulting - A business of Morgan Stanley Invoice Number: 10129922297 07/01/2022 — 09/30/2022 92 $3,375.00 loft Investments and services offered tbrougb Morgan Stanley Smitb Barney LLC. Member SIPC. Graystone Consulting is a business of Morgan Stanley. 000007 MSHS9JA1 000020 EMITTANCE INSTRUCTIONS Account Total Fee Amount 745-038962 $3,375.00 Total Fee: $3,375.00 Prior Balance: $0.00 Net Amount: $3,375.00 Graystone Consulting - A business of Morgan Stanley Invoice Number: 10129922297 Payment Due: 11/23/2022 Please note that cash payments cannot be accepted. ACH, wire, and check payment instructions are below. For tracking purposes, electronic payments are preferred. If a check is used for payment, the Remit page of the invoice must be accompanied with the check. Any payments that do not include the payment instructions provided or Remittance page may result in delayed processing or return of the payment. Please expect longer processing times for payments by check. By ACH (Preferred) Bank name: UMB Bank, N.A. (United Missouri Bank) Transit Routing number: 044000804 Checking Account number: 4790000101299 For Benefit of Morgan Stanley & Co, Incorporated By Wire Bank Name: Citibank, New York ABA: 021000089 For Benefit Of Morgan Stanley & Co Incorporated Beneficiary Account: 40611172 For Further Credit to: 980000163 Ref: Invoice 0101299 By Check Morgan Stanley Global Banking Operations ATTN: Advisory Fee Billing 1300 Thames Street Wharf, 4th Floor Baltimore, MD 21231-9907 Ref: Invoice 10129922297 lofl N Investments and services offered tbrougb Morgan Stanley Smith Barney LLC. Member SIPC. Graystone Consulting is a business of Morgan Stanley. 000007 MSHS9JA1 000021 lausner, Kaufman, Jensen & Levinson A Partnership of Professional Associations Attorneys At Law 7080 N.W. 4th Street Plantation, Florida 33317 Tel. (954) 916-1202 Fax (954) 916-1232 SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Attn: KEN KILLGORE 1225 MAIN STREET SEBASTIAN, FL 32958 www.klausnerkauftnan.com Tax 1.D.: 454083636 October 31, 2022 Bill # 31599 CLIENT: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM :170042 MATTER: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM :170042 Professional Fees Date Attorney Description Hours Amount 10/04/22 BSJ REVIEW STATUS OF GRIMMICH 2.20 935.00 MATTER; EMAIL TO KEN KILLGORE AND CYNTHIA WATSON; REVIEW APPEAL DOCUMENT FROM IRELAND GRIMMICH EMAIL BY DAWN BIEHL; FOLLOW UP WITH DOAH ON HEARING OFFICER SERVICES; EMAIL RESPONSE TO DAWN BIEHL; REVIEW AND RESPOND TO EMAIL FROM PAUL DARAGJATI REGARDING FILING WITH DOAH; EMAIL DOAH AGREEMENT TO KEN KILLGORE FOR SIGNING BY TRUSTEES; RESEARCH GUARDIAN PROVISIONS UNDER FLORIDA STATUTES §744.301 AND REVIEW MAUGERI V. PLOURDE 10/04/22 PARA COMMUNICATION REGARDING 0.20 25.00 IRELAND GRIMMICH RESPONSE REQUESTING HEARING. 10/10/22 PARA REVIEW E-MAIL FROM KEN KILLGORE 0.30 37.50 REQUESTING VOTING PROXY, REVIEW FILE; EMAIL OPERATING RULES AND PROCEDURES AND B. JENSEN'S 2020 EMAIL ENCLOSING LAST UPDATE TO PROXY VOTING TO KEN KILLGORE 10/14/22 LG REVIEW CLEARBRIDGE COMMENTS 1.00 425.00 TO IMA Continued . . lient: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM October 31, 2022 Matter: 170042 - SEBASTIAN POLICE OFFICERS' RETIREMENT Page 2 Professional Fees Continued... Date Attorney Description Hours Amount 10/18/22 BSJ REVIEW AND REVISE CLEARBRIDGE 0.70 297.50 AGREEMENT; RESEARCH SOFT DOLLAR SAFE HARBOR 10/18/22 BSJ REVIEW EMAIL WITH ATTACHED 0.30 127.50 PARTIALLY SIGNED DOAH AGREEMENT; EMAIL TO PATRICIA KENYON 10/20/22 LG ADDITIONAL EDITS TO CLEARBRDIGE 1.00 425.00 1MA; CONSULT WITH INVESTMENT CONSULTANT ON AGREEMENT: EDITS TO IMA; EMAIL DRAFT TO CLEARBRIDGE 10/21/22 BSJ REVIEW AND RESPOND TO EMAIL 0.30 127.50 FROM JOYCE PLUMMER WITH FULLY EXECUTED DOAH AGREEMENT; EMAIL AGREEMENT TO KEN KILLGORE 10/24/22 BSJ EMAIL REQUEST FOR HEARING TO 1.50 637.50 CHIEF JUDGE BRIAN NEWMAN; REVIEW FLORIDA STATUTES; PREPARE EXHIBITS AND ATTACHMENTS 10/25/22 BSJ COORDINATE ELECTRONIC FILING OF 0.20 85.00 REQUEST FOR HEARING OFFICER 10/26/22 BSJ RESEARCH ISSUES RELATED TO 0.30 127.50 HEARING PROCESS 10/26/22 BSJ REVIEW FINAL REGULATIONS ON 0.20 85.00 REQUIRED MINIMUM DISTRIBUTIONS AND CRITERIA FOR PTSD RECOGNITION OF LINE OF DUTY BENEFIT FOR FEDERAL PUBLIC SAFETY OFFICER BENEFIT 10/27/22 BSJ TELEPHONE CALL WITH PAUL 0.50 212.50 DARAGJATI REGARDING DOAH ORDER AND COORDINATION OF FILING RESPONSE; REVIEW EMAIL FROM PAUL DARAGJATI TO DAWN BIEHL; EMAIL BENEFICIARY FORM TO PAUL DARAGJATI Total for Services 8.70 $3,547.50 Continued lieht SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Matter: 170042 - SEBASTIAN POLICE OFFICERS' RETIREMENT CURRENT BILL TOTAL AMOUNT DUE Past Due Balance AMOUNT DUE October 31, 2022 Page 3 $ 3,547.50 �% �7,'r99.9� 3,96.2AS $7,499.95 lausner, Kaufman, Jensen & Levinson A Partnership of Professional Associations Attorneys At Law 7080 N.W. 4th Street Plantation, Florida 33317 Tel. (954) 916-1202 Fax (954) 916-1232 SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Attn: KEN KILLGORE 1225 MAIN STREET SEBASTIAN, FL 32958 CLIENT: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM MATTER: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Professional Fees www.kiausnerkaufinan.com Tax I.D.: 45-4083636 September 30, 2022 Bill # 31421 170042 :170042 Date Attorney Description Hours Amount 09/07/22 PARA REVIEW E-MAIL FROM KEN KILLGORE 0.10 12.50 ENCLOSING GRAYSTONE CONSULTING QUARTERLY REPORTS FOR SEPTEMBER 8 2022 MEETING 09/07/22 PARA REVIEW E-MAIL FROM KEN KILLGORE 0.10 12.50 ENCLOSING POLEN CAPITAL PRESENTATION FOR SEPTEMBER 8 2022 MEETING 09/07/22 BSJ PREPARE FOR MEETING; REVIEW 0.50 212.50 AGENDAAND MEETING BACK UP, INCLUDING MINUTES 09/08/22 BSJ TRAVEL TO AND FROM MEETING 3.00 637.50 09/08/22 BSJ ATTEND MEETING 2.20 935.00 09/08/22 PARA PREPARATION OF MEETING 1.00 125.00 MATERIALS FOR UPCOMING MEETING. 09/09/22 PARA CORRESPONDENCE RE- 0.20 25.00 CONFIRMATION OF DELIVERY OF FEDEX PACKAGE. 09/12/22 LG DRAFT ACTUARIAL SERVICES 1.30 552.50 ADDENDUM 09/14/22 LG UPDATE ACTUARIAL SERVICES 0.20 85.00 ADDENDUM 09/14/22 LG DRAFT INVESTOR MANAGEMENT 1.20 510.00 AGREEMENT RE CLEARBRIDGE 09/20/22 BSJ REVIEW STATUS OF GRIMMICH 0.10 42.50 MATTER; FED EX DELIVERY TO IRELAND 09/22/22 BSJ REVIEW AND REVISE INVESTMENT 0.50 212.50 MANAGER AGREEMENT Continued .. / / j . lient: Matter: Date 09/23/22 SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM September 30, 2022 170042 - SEBASTIAN POLICE OFFICERS' RETIREMENT Page 2 Professional Fees Continued... Attorney Description Hours LG FINALIZE DRAFT OF IMA; EMAIL DRAFT 0.20 TO CLEARBRIDGE FOR REVIEW/COMMENT Total for Services 1 ti.60 Costs Date Description 08101/22 FEDEX IRELAND GRIMMICH 08/29/22 FEDEX GRIMMICH 09/08/22 FEDEX GRIMMICH PHOTOCOPIES thru 09/30/22 Total Costs CURRENT BILL TOTAL AMOUNT DUE Past Due Balance AMOUNT DUE Amount 85.00 $3,447.50 Amount 19,59 10.97 17.14 9.75 $57.45 3,504.95 44T50 $3,952.45 lausner, Kaufman, Jensen & Levinson A Partnership of Professional Associations Attorneys At Law 7080 N.W. 4th Street Plantation, Florida 33317 Tel. (954) 916-1202 Fax (954) 916-1232 SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Attn: KEN KILLGORE 1225 MAIN STREET SEBASTIAN, FL 32958 CLIENT: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM MATTER: SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Professional Fees www.kiausnerkaufman.com Tax I.D.: 454083636 August 31, 2022 Bill # 31244 :170042 :170042 Date Attorney Description Hours Amount 08/01/22 PARA COMMUNICATION WITH COURTNEY 0.20 25.00 HOWARD REGARDING UPDATING ADDRESS FOR OUR RECORDS. 08/01/22 PARA COMMUNICATION WITH BOARD 0.20 25.00 MEMBER ON COURTNEY HOWARD NEW HOME ADDRESS FOR FUND RECORDS. 08/09/22 BSJ REVIEW COMMISSION ON ETHICS 0.10 42.50 WEBSITE REGARDING TRUSTEE FORM 1 FILING 08/11/22 BSJ REVIEW STATE PREMIUM TAX 0.20 85.00 DISTRIBUTION AMOUNTS; COMPARE WITH LAST YEAR'S NUMBERS; EMAIL INFORMATION TO TRUSTEES 08/11/22 PARA COMMUNICATION WITH DAWN BIEHL 0.20 25.00 REGARDING IRELAND GRIMMICH GETTING NOTICE PROPOSED AGENCY FOR HER ACTION 08/12/22 BSJ REVIEW STATE PREMIUM TAX 0.20 85.00 DISTRIBUTION AMOUNTS; COMPARE WITH LAST YEAR'S NUMBERS; EMAIL INFORMATION TO TRUSTEES 08/15/22 BSJ REVIEW STATUS OF DELIVERY OF 0.20 85.00 DOCUMENTS TO IRELAND GRIMMICH; COORDINATE FOLLOW UP 08/15/22 PARA COMMUNICATION WITH DAWN BIEHL 0.20 25.00 REGARDING NOTICE PROPOSED AGENCY RE-ROUTED PACKAGE TO THE NEAREST WALGREENS. Continued ... Division of Administrative Hearings 1230 Apalachee Parkway Tallahassee, Florida 32399-3060 Bill To: Sebastian Police Officers' Retirement System City of Sebastian Police Officer's Retirement System Ken Killgore, Finance Director 1225 Main Street Sebastian, Florida 32958 Date Charge ALJ 22-003265 10/27/22 Review of BOGAN Documentation 11 /02/22 Preparation of BOGAN Orders/Notices For Billing Inquires Call (850)488-9675 x5427. 11 /07/22 Invoice Invoice No. 006398A Description Qty Rate Amount WILLIAM GRIMMICH VS. CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM Receipt and preliminary review of file. Rev'd Motion for Extension and issued Order .25 180.00 45.00 .25 180.00 45.00 Case Total 90.00 vl. f Total Due $90.00 Due upon receipt CCFF Cuff J'"Li ; &- - - —" 2� W HOME OF PELICAN ISLAND City of Sebastian 1225 Main Street Sebastian, Florida 32958 INVOICE TO: Sebastian Police Pension Trust Fund INVOICE: 1225 Main Street Date: 11/18/2022 Sebastian, FL 32958 Amount: $6,000.00 AMOUNT DESCRIPTION DUE Agreement With City of Sebastian Dated June 14, 2017 for Plan Administrator Services for July, August and September 2022. $6,000.00 PAYMENT DUE UPON RECEIPT. PLEASE RETURN COPY OF INVOICE WITH PAYMENT THANK YOU. TOTAL AMOUNT DUE �l $6,00000.00 Remit To: City of Sebastian - Attention Ken Killgore 1225 Main Street Sebastian, Florida 32958 l Account Code001501-349620 JANET M. GRAHAM JANET M. GRAHAM 97 OVERLOOK DRIVE SEBASTIAN, FL 32976 SEPTEMBER 27, 20222 Invoice for Police Pension Board transcript, 9-8-2022 6 pages $108.00 f c-n�y a�sFa�s�RJ RAVELERS�J r ACENTRIA INSURANCE f` 4634 GULFSTARR DR DESTIN FL 32541 00721-L6 CITY OF SEBASTIAN POLICE OFFICERS' RETIR 1201 MAIN STREET SEBASTIAN FL 32958 Account Name CITY OF SEBASTIAN POLICE OFFIC ACCOUNT BILLING SUMMARY POLICY PRINCIPAL/INSURED POLICY PERIOD 0106195885 LB CITY OF SEBASTIAN POLICE 0 11/01/22 TOTAL BALANCE TRANSACTIONS SINCE LAST STATEMENT Total Transactions (See Transaction Detail Section) TOTAL BALANCE TRANSACTION DETAIL Page 01 of 03 Account Bill Account No. 986OK9214 Date of This Bill 10/12/22 TOTAL BALANCE $3,091.00 MINIMUM DUE $3,091.00 PAYMENT MUST BE RECEIVED BY: NOVEMBER 01, 2022 MIN. DUE $3,091.00 $3,091.00 POLICY NUMBER 01Renewal 85 LB LIABILITY 11/01/22 Renewal ��// �f 1 7 0�s��SI �A4 l� BALANCE CO $3,091.00 12 $3,091.00 +31091.00 $3,091.00 3,091.00 TOTAL TRANSACTIONS $3,091.00 CONTINUED ON NEXT PACE ri'o 7'!f ECf �J Please detach the payment coupon and mail with your payment in the enclosed envelope to: TRAVELERS CL REMITTANCE CENTER, PO BOX 660317, DALLAS, TX 75266-0317. .............................................................................................................................., 648842H 2O22285 0353 247 ODFG24 Payment Coupon Make checks payable to: TRAVELERS ACENTRIA INSURANCE Include Account Number on the check. CITY OF SEBASTIAN POLICE OFFIC 9860K9214 F-1 Change of Address? TOTAL BALANCE Place an "X" here. $3,091.00 Print changes on reverse side. MINIMUM DUE PAYMENT MUST BE RECEIVED BY $3,091.00 TRAVELERS CL REMITTANCE CENTER NOVEMBER 01, 2022 PO BOX 660317 I AMOUNT ENCLOSED DALLAS, TX 75266-0317 I! 9939383630113932313440393939393800030910000030910020 FPPT FLMDA PUSUc PENSiCl% TRUSTEes Ash &I.o1a SINCE 1"4 INVOICE Sebastian Municipal Police Officers' Fund (Sebastian Municipal Police Officers' Fund) 1225 MAIN ST SEBASTIAN, FL 32958 United States Description 2023 Membership - Pension Board Payment: Credit Card (Amex: 1030) Invoice Date: 11/18/2022 Invoice Number: INV_8245 Reference: Online Payment: Membership Dues W Florida Public Pension Trustees Association 2946 WELLINGTON CIR TALLAHASSEE, FL 32309 United States mj@fppta.org 8506688552 Quantity Unit Price Sales Tax Amount USD 1 $750.00 - $750.00 Sub Total $750.00 TOTAL Sales Tax $0.00 TOTAL USD $750.00 11 /18/22 ($750.00) Amount Paid ($750.00) AMOUNT DUE: $0.00 Cf. VV.. SALEM TRUST City of Sebastian Kenneth Kilgore 1225 Main Street Sebastian, FL 32958 kkil aore(@citvofsebastian. ora Fee Advice for Period Total Market Value for Fund: Detail of Calculation: Market Value Total Market Value Account Number 0740001482 Highland Large Cap 0740001508 Boston Partners 0740001516 Fiera Capital 0740001524 Highland Int'I Value 0740001532 Renaissance 0740001540 R&D 0740002985 Highland Fixed Income 0740007166 iShares 0740007174 Lazard 0740007216 Polen July 1, 2022 $ 17,495,837.28 Basis Point Rate 0.000525 Activty Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Buy / Sell Total 1n Annual Fee $9,185.31 Amount 12 664 20 1 10 0 18 0 0 29 754 Total Amount Due These fees will automatically be charged to your account. If you have any questions, please contact Karen Russo at (954) 815-6928. October 14, 2022 M70870 Sebastian Police September 30, 2022 $4.50 Quarterly Fee $ 2,296.33 Charge 3,393.00 5,689.33 1715 N. WESTSHORE BLVD., SUITE 750 TAMPA, FL 33607 TEL (877) 382-5268 FAX (813) 301-1295 www.salcmtrust.com I � . f , h e SECOND ADDENDUM TO ACTUARIAL SERVICES AGREEMENT BOARD OF TRUSTEES OF THE CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM and FOSTER & FOSTER CONSULTING ACTUARIES, INC. This is the Second Addendum to the original Agreement dated May 30, 2012, and as amended effective October 1, 2017, between the BOARD OF TRUSTEES of the CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM ("BOARD"), and FOSTER & FOSTER CONSULTING ACTUARIES, INC. ("ACTUARY"). This Addendum is effective October 1, 2022. In consideration of the agreements, covenants and conditions hereinafter set forth, the BOARD and ACTUARY agree to amend the original Agreement as set forth below. SECTION 1. Paragraph 3 is deleted in its entirety and the below is inserted in its place: 3. Durinq the agreement period the Actuary shall also perform such additional actuarial services as may be requested by the Board includina, but not limited to: A. Perform special actuarial studies to determine the costs associated with the implementation of alternative benefit improvements. B. Calculate monthly retirement benefits for retiring and terminating members under current plan provisions. The fee for the calculation and certification of the normal form of payment and all optional forms is $300.00 per calculation and certification. These calculations will be performed and the results provided to the Board within 10 working days after receipt by Actuarv. A standardized form will be provided to the Board as an addendum to this agreement and will {00220552.DOCX;1} serve as a template for submitting data requests for benefit calculations. C. Calculate monthly retirement benefits due to death, disability or benefits to terminated vested persons who left under prior plan provisions at a cost of $300.00 per calculation. These calculations will be performed and the results provided to the Board within 10 working days after receipt by the actuary. D. Prepare the supplemental actuarial and financial information for inclusion in the required Summary Plan Description for $500.00. E. Provide updates of quarterly DROP balances, if any, for $100.00 per member, per Quarter for those participants who choose to accrue plan earnings or losses. For those participants who choose to accrue interest, a one-time fee of $100.00 will be charged. F. Calculate standard prior service and military buy-back contribution requirements for $300.00. G. Calculate refunds of employee contributions for $125.00. H. Conduct meetings with employee qroups to explain plan provisions and answer questions. Analyze fundinq trends to predict future contribution requirements. J. General or specific consultinq services performed via telephone, e- mail or other correspondence. K. Prepare the Annual Report to the Department of Management Services for $3,300.00. L. Preparation of GASB 67 for $1,600.00. M. Preparation of GASB 68 for $2.500.00. N. Preparation of F.S. 112.664 reporting for $3.500.00. O. Preparation of No Impact Letters for $600.00. P. Prepare required Actuarial Impact Statements to describe the costs associated with the implementation of alternative benefit {00220552.DOCX;1} improvements or changes in actuarial assumptions and methods for a minimum of $1,500.00 Per statement. Q. Prepare Member Statements for $25.00 per member for a minimum of $500.00. R. Electronic submission of the Annual Valuation for $300.00. S. If and when approved by the Board, maintain an Online Portal for use by plan members for an annual fee of $3,500.00/$5.000.00. depending on whether pensionable earnings are provided on an annual or biweekly basis. There is a one-time implementation fee of $2,500.00 for software coding of benefit provisions. 1. Actuary will use commercially reasonable efforts, consistent with industry standards, to provide security for the portal and member data to protect against unauthorized access. The Fund shall use commercially reasonable efforts to maintain the confidentiality of anv passwords and similar authentication mechanisms to which it has access or control. 2. Actuary represents and warrants that the portal will be routinelv checked with a commercially available, industry standard software application with up-to-date virus definitions. Actuary will reuulariv update the virus definitions to ensure the definitions are as up-to-date as is commercialiv reasonable. Actuary will promptly purge all viruses discovered during checks. If there is a reasonable basis to believe that a virus may have been transmitted to the Fund. Actuary will Promptly notifv the Fund of such possibility. 3. Actuary acknowledges that it is responsible for the security and privacv of the Fund's records and shall be held liable for a breach of its securitv which results in the improper or unauthorized release of personal information, member data or anv other tvve of protected information. For all special protect work, the fees will be based upon the amount of time required to complete each task. Foster & Foster will provide a firm fee quotation prior to commencing anv work the Board requests. Hourly charges as follows: Senior Consulting Actuary $375.00 Junior Consulting Actuary $325.00 {00220552.D0CX;1} � , a" - Actuarial Analyst $275.00 Administrative/Clerical $150.00 Effective October 1. 2023 and each October 1st thereafter. all fees listed above will be adjusted annually based upon the Consumer Price Index for all Urban Customers ;CPI-W percent change for the preceding twelve (12) month period ending June 30tn SECTION 2. Paragraph 4 is amended to read as follows: 4. In consideration of the satisfactory performance of services and delivery of work products provided in paragraphs 1 and 2 of this Agreement, the Board agrees to pay the Actuary an annual fee of $9.773.00 for the October 1, 2022 valuation. , the OcAebeF 1, 201v 2 va . This-Ftiv 0all be incFre. S d by fide nornont (6%) eaGh Yea: thereafter. These fees shall be guarenteed f- t -(2) yeaFG from the date of this AgreemeNonstandard valuations include those which include changes to assumptions, methods or benefit provisions and will result in additional hourly charges due to the extra work involved. Effective October 1, 2023 and each October 1st thereafter, the annual valuation fee will be adjusted annually based upon the Consumer Price Index for all Urban Customers iCPI-U) percent chance for the preceding twelve (12) month period endincr June 30 h. SECTION 3. Paragraph 7 is amended to read as follows: _ 7. This Agreement shall remain in effect until terminated by either party as provided for in this paragraph 7. The Board may terminate this Agreement at any time upon thirty (30) days written notice to Actuary. In the event that the Board determines to terminate this Agreement without cause, or in the event that the Board fails to perform any of its duties hereunder for a period of more than sixty (60) days after written notice by the Actuary of such failure, the Actuary may terminate this agreement and be entitled to compensation to the date of such termination, based on the actual work performed. The termination notice from the Actuary to the Trustees shall be addressed to: Board of Trustees Citv of Sebastian Police Officers' Retirement Svstem C/O Ken Killgore 1225 Main Street {00220552.D0CX;1} a - ^ Il Sebastian, Florida 32958 with copies of such notice furnished to the Board's Legal Counsel: Bonni S. Jensen Klausner, Kaufman. Jensen & Levinson 7080 NW 4"' Street Plantation, Florida 33317 The termination notice from the Trustees to the Actuary shall be addressed to: Foster & Foster Consultinq Actuaries, Inc. 13420 Parker Commons Blvd., Suite 104 Fort Myers, Florida 33912 SECTION 4. A new Paragraph 17 is added as follows: 17. E-Verify Section 448.095, Florida Statutes The Actuary agrees to register with and use the E-Verify system to verify the work authorization status of all employees hired on and after January 1, 2021. Additionally, the Actuary agrees to require any subcontractor to provide them with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized person. SECTION 5. Except as provided in this Addendum, all of the terms, conditions, contracts, and understandings contained in the original agreement, as amended, shall remain unchanged and in full force and effect, and the same is hereby ratified and confirmed by the parties. {00220552.DOCX;1} IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their respective authorized representatives on this day of 2022. FOSTER & FOSTER CONSULTING THE BOARD OF TRUSTEES OF THE ACTUARIES, INC. CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM By: By' Title: Title: Name: Name: ATTEST: ATTEST: By- By: Title: Title: Name: Name: {00220552.DOCX;1} l:, f a - TATE OF FLORIDA DIVISION OF ADMINISTRATIVE HEARINGS WILLIAM GRIMMICH, Petitioner, VS. Case No. 22-3265 CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM, Respondent. ORDER GRANTING EXTENSION OF TIME This cause having come before the undersigned on Respondent's Motion for Extension of Time to File Response to Initial Order, and the undersigned having reviewed the record in this cause, it is, therefore, ORDERED that: 1. Respondent's motion is GRANTED. 2. The response to Initial Order shall be filed with the undersigned no later than November 9, 2022. DONE AND ORDERED this 2nd day of November, 2022, in Tallahassee, Leon County, Florida. COPIES FURNISHED: Bonni Spatara Jensen, Esquire (eServed) LINZIE F. BOGAN Administrative Law Judge 1230 Apalachee Parkway Tallahassee, Florida 32399-3060 (850) 488-9675 www.doah.state.fl.us Dawn M. Biehl (Address of Record) 6s 1 bt -- I en Killgore (Address of Record) Petitioner (Address of Record) Paul Andrew Daragjati, Esquire (eServed) Ireland Grimmich (Address of Record) TATE OF FLORIDA DIVISION OF ADMINISTRATIVE HEARINGS WILLIAM GRIMMICH, Petitioner, VS. Case No. 22-3265 CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM, Respondent. NOTICE OF HEARING BY ZOOM CONFERENCE A hearing will be held in this case on February 16, 2023, at 9:30 a.m., Eastern Time, or as soon thereafter as can be heard by Zoom conference, which can be accessed via the internet, cell phone, or landline. Witnesses, parties, representatives, and/or attorneys, shall be available at the time of the hearing and must be in an appropriate and quiet place free of distractions. The Administrative Law Judge will be at a Tallahassee site. Continuances will be granted only by order of the Administrative Law Judge for good cause shown. ISSUE: As alleged in the Amended Notice of Proposed Agency Action. AUTHORITY: Chapter 120, Florida Statutes; and Florida Administrative Code Chapter 28-106, Parts I and II. The parties shall arrange to have all witnesses and evidence available at the time of hearing. Subpoenas will be issued by the Administrative Law Judge upon request of the parties. Registered a -filers shall request subpoenas through eALJ. All parties have the right to present oral argument and to cross-examine opposing witnesses. All parties have the right to be represented by counsel or other qualified representative, in accordance with Florida Administrative Code Rule 28-106.106. As with any hearing, the failure to appear may constitute a waiver of the right to present evidence, or be grounds for closure of the file without further proceedings. ZOOM CONFERENCE INSTRUCTIONS A. The HearinL-: AT LEAST 10 MINUTES BEFORE THE HEARING START TIME, PARTICIPANTS MAY JOIN THE ZOOM CONFERENCE ONE OF TWO WAYS: G-.f.b,—I OPTION ONE - Comnuter or Cell Phone with Web Camera: If you have a stable internet connection and either a computer or cell phone with a camera, access the following website to join the meeting: httns://zoom.us/loin. You will be prompted to download/run the Zoom application. You may then join the hearing by clicking the "Join" button and entering the following information: Meeting ID: 816 3062 1332 You will be placed in a virtual waiting room until the hearing is called. You should immediately enable your computer audio and then start your web camera. (For options, click on the "Audio' and "Start Video' icons in the tool bar along the bottom left of the Zoom window). Once the hearing begins, you will be able to see and hear all other participants who have a webcam, and you will be able to hear any participants who are participating by phone. This option is the preferred method for attending the hearing. But if you have trouble staying connected, you should call in using option 2. OPTION TWO - Cell Phone without Camera or Landline: If you do not have stable internet access or a computer/cell phone with a camera, you may participate in the hearing by calling from a cell phone or regular landline phone and entering the following information: Telephone Number: 1929 436 2866 Meeting ID: 816 3062 1332 Participant ID: press the pound symbol (#) You will be placed in a virtual waiting room until your hearing begins. Once your -hearingis called to order; you will be able to hear all of the participants. If you have trouble connectinc to the hearinLr: Please call the Division of Administrative Hearings and ask to speak to my assistant. Let her know that you want to participate in the hearing and describe the problems you are having, and she will try to help you connect. You can also try calling in using option 2 (cell phone/landline call). B. Snecial rules for Zoom hearing's: Please read each of them carefully. 1. This is a legal proceeding, so please ensure that you dress appropriately. During the proceeding, you should position yourself in an appropriate and quiet place that is free from distractions and background noise. Charge your devices several hours before the hearing so they have sufficient power by hearing time. 2 6./.6.-,�_ . I will have the ability to mute your microphone. When your microphone is not muted, please try to not move around or rustle papers, as your movements may interfere with other's ability to hear the person speaking. If you have to move or are interrupted, you should put your microphone on mute. If too much background noise comes from your connection, I may mute your microphone so the noise does not interfere with the person speaking. 3. Before a witness testifies, I will swear him/her in by video conference or by phone. You do not need a notary public with you. But the witness will need to have his/her driver license number or state identification card number. 4. On or before February 9, 2023, the parties shall provide the Administrative Law Judge with copies of all of the proposed exhibits. A notice of filing the proposed exhibits shall be filed electronically through the eALJ system and shall be served on all parties. The proposed exhibits, along with a copy of the electronically filed notice of filing, shall be submitted by mail or hand -delivery to the Division of Administrative Hearings and shall be served on all parties. The exhibits will not be considered until they are admitted into evidence during the final hearing. 5. The Zoom recording feature will not be used. The agency shall be responsible for preserving the testimony at the final hearing. Fla. Admin. Code R. 28-106.214. November 14. 2022 � -- 5 U S" LINZIE F. BOGAN COPIES FURNISHED: Bonni Spatara Jensen, Esquire (eServed) Ken Killgore (Address of Record) Petitioner (Address of Record) Administrative Law Judge 1230 Apalachee Parkway Tallahassee, Florida 32399-3060 (850) 488-9675 www.doah.state.fl.us 3 Dawn M. Biehl (Address of Record) Paul Andrew Daragjati, Esquire (eServed) Ireland Grimmich (Address of Record) In accordance with the Americans with Disabilities Act, persons needing a special accommodation to participate in this proceeding should contact the Judge's assistant no later than ten days prior to the hearing. The Judge's assistant may be contacted at (850) 488-9675, via 800-955-8771 (TTY), 800-955-1339 (ASCII), 800-955-8770 (Voice), or 844-463-9710 (Spanish) Florida Relay Service. 4 G-I•6 Y TATE OF FLORIDA DIVISION OF ADMINISTRATIVE HEARINGS WILLIAM GRIMMICH, Petitioner, VS. Case No. 22-3265 CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM, Respondent. ORDER OF PRE -HEARING INSTRUCTIONS This cause having been scheduled for final hearing, it is, therefore, ORDERED that: 1. Counsel for all parties shall meet no later than 15 days prior to the date for final hearing in this cause and shall: (a) Discuss the possibility of settlement; (b) Stipulate to as many facts_ and issues as possible,•__ (c) Prepare the pre -hearing stipulation as required by this Order; (d) Examine all exhibits (except for impeachment exhibits) proposed to be offered into evidence at the hearing; (e) Furnish opposing counsel the names and addresses of all witnesses (except for impeachment witnesses); and (f) Complete all other matters which may expedite the hearing in this case. 2. Counsel for Petitioner shall initiate arrangements for the attorneys' conferences. However, all attorneys in this cause are charged with the duty of meeting in such conferences and of complying with the schedule set forth in this Order. 3. The pre -hearing stipulation shall contain: (a) A concise statement of the nature of the controversy; (b) A brief, general statement of each party's position; (c) A list of all exhibits (except for impeachment exhibits) to be offered at the hearing, noting any objections thereto, and the grounds for each objection; (d) A list of the names and addresses of all witnesses (except for impeachment witnesses) to be called at the hearing by each party, with expert witnesses being so designated; (e) A concise statement of those facts which are admitted and will require no proof at hearing, together with any reservations directed to such admission; (f) A concise statement of those issues of law on which there is agreement; (g) A concise statement of those issues of fact which remain to be litigated; (h) A concise statement of those issues of law which remain for determination by the Administrative Law Judge; (i) A concise statement of any disagreement as to the application of the rules of evidence; (j) A list of all pending motions or other matters which require action by the Administrative Law Judge; (k) An estimate as to the length of time required for the hearing; and 0) The signature of counsel for all parties. 4. The parties shall file their pre -hearing stipulation no later than 10 days prior to the date set for final hearing in this cause. If for any reason the pre -hearing stipulation cannot be executed by all counsel, each attorney shall file and serve a separate proposed pre -hearing statement no later than 7 days before the final hearing with a statement of reasons why no agreement was reached on the stipulation. 5. Exhibits. (a) Exhibits shall be pre -marked in advance of the hearing, consistent with the numbering used in the joint pre -hearing stipulation. The parties are encouraged to 2 (:;1, C. - a-- lan and coordinate discovery depositions so that the numbering of deposition exhibits is consistent with the numbering of hearing exhibits in order to avoid confusion in the hearing record if the deposition is entered in evidence. (b) No later than February 9, 2023, each party shall file all of the proposed exhibits electronically through the DOAH a -filing portal, with notice of such filing served on all parties. The exhibits will not be considered until they are admitted into evidence during the final hearing. (c) The parties shall stipulate to the introduction of as many exhibits as possible so as to minimize the amount of time spent at the hearing laying a foundation for exhibits. (d) The pages of each multi -paged exhibit shall be consecutively numbered. (e) The parties are responsible for ensuring that confidential information is redacted from exhibits prior to their introduction into evidence or their filing with DOAH. 6. Failure to comply with the requirements of this Order may result in cancellation of the hearing on the Administrative Law Judge's own motion, or may result in the exclusion of witnesses or exhibits not previously disclosed. DONE AND ORDERED this 14th day of November, 2022, in Tallahassee, Leon County, Florida. COPIES FURNISHED: Bonni Spatara Jensen, Esquire (eServed) Ken Killgore (Address of Record) Petitioner (Address of Record) LINZIE F. BOGAN Administrative Law Judge 1230 Apalachee Parkway Tallahassee, Florida 32399-3060 (850) 488-9675 www.doah.state.fl.us Dawn M. Biehl (Address of Record) Paul Andrew Daragjati, Esquire (eServed) Ireland Grimmich (Address of Record) 3 C,1. r-o -3 MEMORANDUM TO: Board of Trustees FROM: Klausner, Kaufman, Jensen & Levinson RE: Public Safety Officer Support Act of 2022 DATE: November 2022 On August 16, 2022, the Omnibus Crime Control and Safe Streets Act of 1986 was amended by Congress to authorize public safety officer death benefits to officers suffering from post -traumatic stress disorder (PTSD) or acute stress disorder. The Act is entitled the "Public Safety Officer Support Act of 2022." Summary+ of Congressional Findings: • Public safety officers are routinely called to respond to stress, and potentially traumatic situations, often putting their own lives at risk. • In addition to putting public safety officers at risk for harm, serious injury and cumulative and acute trauma, it places them at up to 25.6 times higher risk for developing PTSD when compared to those without such experiences. • Psychological evidence indicates that law enforcement officers experience significant job -related stressors and exposures that may indicate increased risk for mental health morbidities, and accelerated mortality. • Public safety officers often do not have the resources or support they need, leaving them at risk for long term health effects. • While the Department of Defense already considers suicides to have occurred in the line - of -duty and offers support to eligible surviving families, the Federal Government does not recognize public safety officer suicides to have occurred in the line -of -duty. • Public safety officers who have died or become disabled as a result of suicide or PTSD do not qualify for the Public Safety Officers' Benefits Program, despite the fact that they are more likely to die by suicide than any other line -of -duty cause of death. Summary of the Act: The Act directs the Public Safety Officers' Benefit Program to label disabilities from PTSD and acute stress disorders resulting from exposure to qualifying traumatic events as work -related injuries. This line -of -duty designation also extends to those public safety officers who become permanently disabled as a result of attempted suicide. Additionally, the Act allows for surviving families of those public safety officers who die as a result of trauma induced suicide to apply for PSOB death benefits by designating suicides as line -of -duty deaths in qualifying circumstances where there is evidence that PTSD or acute stress disorder was the cause of bodily injury. <�-. -a , aL 2 MEMORANDUM To: Board of Trustees From: Bonni S. Jensen Subject: SEC Proxy Voting Disclosure Rules Date: November 2022 On November 2, 2022, the Securities and Exchange Commission ("SEC") adopted a rule to make the proxy voting of mutual funds, ETFs and other registered investment companies more transparent to investors. Rule 14Ad-1 under the Securities Exchange Act of 1934 requires: • The proxy voting disclosure form (Form N-PX) to: o Use a computer format that is easier to search o Use standardized order of information disclosure o Disclose the number of shares voted o Disclose the number of shares loaned and not recalled for voting purposes. • The proxy voting disclosure form must report all votes on executive compensation votes. The SEC Chair Gary Gensler stated "these amendments ... will allow investors to better understand an analyze how their funds and managers are voting on shares held on their behalf ... " Please add this item to your agenda for your next meeting. 7080 NORTHWEST 4111 STREET, PLANTATION, FLORIDA 33317 PHONE: (954) 916-1202 — FAX: (954) 916-1232 www.kiatisnerkaufman.com V.� 00224405.DOCX;1 KLAUSMR KAUFMAN JENSEN LEVINSON MEMORANDUM To: Board of Trustees From: Bonni S. Jensen Subject: Delaware Law Change Permits Companies to Insulate Corporate Officers From Liability for Reckless Conduct Date: November 2022 The securities monitoring law firm of Bernstein Litowitz Berger & Grossman has informed us of a law change in Delaware that may affect your Fund's ability to collect from companies that have acted recklessly in managing companies in which you invest. A longstanding principle of corporate law is that both directors and officers of corporations owe the fiduciary duties of care and loyalty to their stockholders. Delaware, the state of incorporation for many companies across the world, recently amended their law to permit corporate charter provisions exempting officers from liability to stockholders for grossly negligent conduct. Delaware Statutes Section 102(b)(7). Since for about 40 years, Delaware's corporate law statute permitted corporations to include provisions in a company's charter to protect members of corporate Boards of Directors from personal liability for breaching their duty of care, unless they acted in bad faith or for self-interest. This protection makes sense, in part, because outside directors rely on corporate officers and senior managers for the day-to- day management of the companies. This year, the Delaware Legislature amended the law this same protection to corporate officers. To make the changes, companies will need to revise their charters, which will require a vote of the shareholders. Since the Board of Trustees of this Fund does not vote their own proxies, we suggest that the following be added to your proxy policy: Corporate Charter Provisions Addressing Director and Officer Exculpation from Personal Liability 00223650.DOCX;1 Delaware Law Change Permits Companies to Insulate Corporate Officers From Liability for Reckless Conduct November 2022 Page 2 1. Outside and non -conflicted directors are often expected to, and often should, rely on the care and diligence exercised by corporate officers in performing their day-to-day managerial roles for the corporation. Charter provisions exculpating outside and non -conflicted directors from personal financial liability for breaches of the duty of care can, in many instances, be consistent with the relationship among directors and officers, and can help encourage qualified individuals to serve as outside directors. Accordingly, the Fund will, in typical circumstances, support corporate charter provisions that exculpate outside directors for breaches of the fiduciary duty of care. 2. However, exculpating corporate officers from breaches of the duty of care, including grossly negligent and reckless conduct, is inconsistent with the logic for exculpating outside directors for breaches of the duty of care. Accordingly, the Fund does not support extending exculpation and immunity from personal financial liability to corporate officers, and will vote against any proposed charter amendments seeking to provide such immunity. If the Board does not have a proxy voting policy we recommend that the Board consider communicating this information to each individual managers that votes proxies, recommending that they vote against the proposal. Please add this item to your agenda for your next meeting. 00223650.DOCX;1 Kenneth Kiligore From: Jeanette Williams on behalf of cityseb Sent: Monday, November 07, 2022 1:14 PM To: Kenneth Killgore Subject: FW: 51st Annual Police Officers' & Firefighters' Pension Trustee Conference Dec. 13-15, 2022 - Orlando Florida (Rescheduled) From: Florida Retirement System[mailto:donotreply@info.frs.fl.gov] Sent: Tuesday, October 25, 2022 5:17 PM To: cityseb Subject: 51st Annual Police Officers' & Firefighters' Pension Trustee Conference Dec. 13-15, 2022 - Orlando Florida (Rescheduled) CAUTION: This email originated from OUTSIDE our email system. PLEASE exercise caution when opening ANY attachments or clicking on .links_ ESP18CIALLY from unknown senders. TO: Board of Trustee Members and Other Interested Parties FROM: Florida Department of Management Services (DMS) Division of Retirement Municipal Police Officers' and Firefighters' Pension Office SUBJECT: 51" Annual Police Officers' & Firefighters' Pension Conference Dec. 13 - 15, 2022 - Orlando, Florida The 51st Annual Police Officers' & Firefighters' Pension Conference, sponsored by DMS' Division of Retirement, is scheduled for Dec. 13 through 15, 2022. As part of our commitment to public service, we are pleased to offer this program to assist you as members, trustees, administrators, and agency representatives stay current on issues and legislation that may affect Chapters 175 and 185 Municipal Police Officers' and Firefighters' retirement plans. There is no registration fee to attend. The conference will be held at the DoubleTree by Hilton Orlando Airport located at 5555 Hazeltine National Drive, Orlando, FL 32812. Please reserve your hotel room now by clicking here. It is essential to use this link or state that you are attending the Police Officers' and Firefighters' Pension Conference when booking your hotel room. This rate includes the use of the facilitv and supports the continued operation of the conference. The itinerary is as follows: Tuesday, Dec. 13, 2022 This program is designed specifically for new trustees, those interested in becoming trustees, or those who want a basic understanding of the operation of Chapter 175 and 185 Pension Plan. We will offer an overview of how the pension plan works and will include lectures from a plan attorney, actuary, and the Division of Retirement on the trustees' responsibilities. In addition, participants will be encouraged to ask questions and participate in group discussions focusing on the fundamentals of pension fund management. All new trustees are encouraged to join this program. Wednesday, Dec. 14, 2022 and Thursday, Dec. 15, 2022 This program is designed for both new and seasoned trustees. We will feature presentations on legal, actuarial, investment, administrative, and government in the sunshine issues and an update on any legislative changes. In addition, there will be an opportunity for questions and answers after each speaker to provide you with a chance to address concerns specific to your plan. Conference materials will be available for free download on our website on Friday, Dec. 9, 2022, by close of business. Please keep in mind that this conference may possibly be used towards continuing education hours for professional certification. Please remember, we are only able to continue providing these cost-effective conferences for our plans based on satisfactory attendance. To continue providing essential educational opportunities to plan participants and board members, we are encouraging you to consider our programs when making your training plans. Please register for this free conference today using the Eventbrite website by clicking here. I look forward to seeing you very soon! Sincerely, Stephen Bardin Bureau of Local Retirement Systems Municipal Police Officers' and Firefighters' Pension Office This email has been scanned for spam and viruses by Proofpoint Essentials. Click to report this email as spam. Annual Operating Expenses Investment Managers: Highland Capital - Value and ADR Highland Capital - Fixed Income Boston Partners Fiera Capital (APEX) International Growth (Renaissance) Center Coast (Brookfield) Terminated in 202 Polen Capital (from March 18, 2021) Performance Manager - Graystone Salem Trust Company ADR Agent Fee - Foreign Dividends Sub -total Investment Expense Actuarial - Foster & Foster Compliance Disclosures - Foster & Foster State Report Preparation - Foster $ Foster Meetings/Calculations - Foster & Foster On -Line Portal - Foster $ Foster Legal Services Administrative Fee to City Insurance Miscellaneous: Minutes Preparation Codification of Approved Ordinance(s) Functional Capacity Assessments FPPTA Membership Travel Contingency Administrative Hearing on Grimmich Sub -total Administrative Expense Total Operating Expenses p� 7—) CITY OF SEBASTIAN, FLORIDA POLICE PENSION FUND - 2022/2023 BUDGET VERSUS ACTUALS 18-Nov-22 Amended Total Previous Year's Annual Totals 2022/2023 Actual/Estimated 2022/2023 Payments 2022/2023 2021/2022 2020/2021 2019/2020 2018/2019 2017/2018 2016/2017 Budget 10/1-12/31 1 1- 3 31 4/1-6/3 7 1- 9 30 Actual/Est. Actual Actual Actual Actual Actual Actual $ 30,000 $ 5,451.74 $ 5,451.74 $ 26,685.34 $ 45,363.39 $ 52,688.82 $ 34,621.51 $ 67,754.39 $ 60,479.85 15,0001 3,242.85 3,242.85 $ 13,692.08 27,000 5,555.27 5,555.27 24,650.45 15,566.67 7,553.21 6,885.81 6,763.47 - 13,500 2,578.51 2,578.51 12,409.86 11,253.88 6,056.53 5,943.76 5,386.84 11,000 2,063.02 2,063.02 9,955.71 9,189.76 6,489.11 6,874.16 6,451.11 - - - - 972.25 2,427.00 3,113.51 2,909.69 - 12,500 2,038.65 2,038.65 11,300.43 3,455.88 13,500 3,375.00 3,375.00 13,500.00 13,500.00 13,500.00 13,500.00 13,500.00 13,500.00 26,000 5,689.33 5,689.33 23,445.01 27,870.00 24,655.00 26,480.00 28,250.00 7,245.00 1,500 - - - - 1,140.85 1,643.74 581.24 $ 150,000 $ 29,994.37 $ $ $ $ 29,994.37 $ 135,638.88 $ 127,171.83 $ 113,369.67 $ 98,559.60 $132,659.24 $ 81,806.09 9,773 - 9,608.00 14,990.00 17,464.00 16,756.00 17,834.00 13,331.00 7,600 6,750.00 3,500.00 7,500.00 - - - 3,300 3,000.00 3,000.00 3,000.00 3,000.00 - - 1,500 1,853.24 5,000 - 30,000 7,499.95 7,499.95 22,446.25 15,542.50 19,565.00 39,362.45 25,138.80 29,011.01 24,000 6,000.00 6,000.00 24,000.00 24,000.00 24,000.00 24,000.00 24,000.00 3,200 2,991.00 2,991.00 2,991.00 2,991.00 2,585.00 2,585.00 2,585.00 3,021.05 1,000 108.00 108.00 522.00 522.00 636.00 694.00 1,042.00 600 - - - 598.20 - - - 2,700.00 1,344.00 750 750.00 750.00 750.00 4,500 - 4,105.70 10,000 - - 90.00 $ 101,223 $ 17,348.95 $ $ $ $ 17,348.95 $ 76,026.19 $ 64,545.50 $ 74,750.00 $ 89,097.45 $ 72,542.00 45,363.06 $ 251,223 $47,343.32 $ $ $ $ 47,343.32 $ 211,665.07 $191,717.33 $ 189,119.67 $ 187,657.05 $20S,201.24 127,169.15 CITY OF SEBASTIAN POLICE OFFICERS' PENSION PLAN CALENDAR OF BOARD ACTIVITIES — Updated December 2022 JANUARY: No Board activity. FEBRUARY: No Board activity. MARCH: 1st Quarter Board Meeting: • Update and Review Calendar of Activities. • Request update of Summary Plan Description (every two years). • Investment Report and Performance Review. • Receive Annual Report to Division of Retirement. APRIL: No Board activity. MAY: No Board activity. JUNE: 2"d Quarter Board Meeting: • Review Calendar of Board Activities. • Investment Report and Performance Review. • Select Board Chairperson and Secretary (every two years). • Approve and Distribute to Members the Summary Plan Description (if needed). JULY: Board Members should file Financial Disclosure forms by Julylst. AUGUST: Receive State premium tax monies. SEPTEMBER: • 3rd Quarter Board Meeting: • Establish Quarterly Meeting dates for following year. • Review Calendar of Board Activities • Approve Election Process for Police Officer Members (if needed). • Select Board appointed Member and request City Council confirmation (if needed). • Investment Report and Performance Review. • Report on year-to-date expenses and approve budget for the next year. OCTOBER: No Board activity. NOVEMBER: No Board activity. DECEMBER: • 4th Quarter Board Meeting: • Review Calendar of Board Activities. • Consider changes to Operating Rules (if needed). • Report on Actual Operating Expenses for the year. • Investment Report and Performance Review. • Update Investment Policy and Allocation Strategy (if needed). • Accept the Actuarial Report. • Approve Expected Rate of Return. • Confirm renewal of Liability Insurance Policy. Page 1 of 1 INVESTMENT CONSULTING AND ADVISERY AGREEMENT BETWEEN THE BOARD OF TRUSTEES OF THE CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM AND CLEARBRIDGE INVESTMENTS, LLC THIS AGREEMENT, is made and entered into this day of , 2022, by and between the Board of Trustees of the CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM, an autonomous governmental body, hereinafter referred to as the "BOARD" and CLEARBRIDGE INVESTMENTS, LLC, hereinafter referred to as the "INVESTMENT ADVISER": WITNESSETH: WHEREAS, Chapters 112 and 185, Florida Statutes, vest the BOARD with full authority, power and responsibility to manage and administer the Pension Plan; and WHEREAS, the INVESTMENT ADVISER has expressed an interest in serving the BOARD as an investment ADVISER managing a portion of the BOARD'S stock portfolio, hereinafter referred to as the "Account"; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties agree as follows: 1. APPOINTMENT OF EQUITY INVESTMENT ADVISER. The BOARD does hereby appoint the INVESTMENT ADVISER as the manager for a separately managed equity portfolio of the Plan, and any additions thereto, including proceeds of Page 1 of 18 sales, dividends and interest. The INVESTMENT ADVISER hereby accepts such appointment and agrees to manage the investment and reinvestment of such assets of the Pension Plan. 2. TERM. This Agreement shall commence upon execution by both parties. This Agreement may be terminated by the Trustees with thirty (30) days' written notice to the INVESTMENT ADVISER. INVESTMENT ADVISER may terminate this Agreement with ninety (90) days' written notice to the Trustees. 3. COMPENSATION AND EXPENSES. The BOARD shall compensate from the Pension Plan the INVESTMENT ADVISER for all services actually, timely and faithfully rendered hereunder for the period of this Agreement, to be billed and paid at the end of each calendar quarter. Said fee shall be computed according to the attached Exhibit A. A statement showing the amount of the fee payable shall be submitted to the BOARD by the INVESTMENT ADVISER promptly after the close of each quarterly period. It is understood that the INVESTMENT ADVISER shall be responsible and liable for all expenses incurred by it in performing its obligations hereunder, except that any brokerage commissions, stock transfers and other similar charges which may become due on account of transactions for the account shall be payable from the account hereunder. 4. MOST FAVORED NATION. For so long as this Agreement remains effective, the INVESTMENT ADVISER shall promptly advise the BOARD of any fee Page 2 of 18 agreement or arrangement between the INVESTMENT ADVISER and any of its clients that exist for the provision of identical services for said clients in a separately managed account of equal or lesser value that contains terms more favorable than those set forth in the then current Exhibit A (Fee Schedule). The BOARD shall automatically receive the benefit of any such favorable terms at its option. 5. DISCRETION. The INVESTMENT ADVISER hereby acknowledges and agrees that it has been provided with the statement of investment policy duly adopted by the BOARD in accordance with its authority under state law, which is attached hereto as Exhibit "B-1." Consistent with that policy the INVESTMENT ADVISER shall, in the performance of its duties, place orders for the purchase, sale, or exchange of equities on behalf of the Pension Plan whenever the INVESTMENT ADVISER deems it to be in the best interest of the Pension Plan to do so. The INVESTMENT ADVISER shall diligently execute such transactions in a method and manner and at such times as to procure the best realized price. The INVESTMENT ADVISER further acknowledges that it is prepared to participate in a Commission Recapture Program if requested to do so by the BOARD, where it is reasonable to do so. In selecting brokers or dealers for execution, the INVESTMENT ADVISER will consider a number of factors including, but not limited to, price (including commissions or mark-up), the size and difficulty of the order, the reliability, integrity and financial soundness of the broker or dealer, the general operation or execution capabilities of the broker or dealer, the broker or dealer's expertise in particular markets and the research Page 3 of 18 services provided by the broker or dealer. The INVESTMENT ADVISER may pay a broker or dealer a commission in excess of that which another broker or dealer might have charged for executing a transaction, if the INVESTMENT ADVISER determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker or dealer. Research services obtained by brokers or dealers may be used in servicing the International Growth portfolio managed by the INVESTMENT ADVISER or may be used in servicing other clients of the INVESTMENT ADVISER. 6. INVESTMENT OBJECTIVE AND POLICY. The primary objective of the portfolio is to seek as high a level of total return that is consistent with prudent risk through investments in a diversified portfolio of marketable equity securities. The INVESTMENT ADVISER agrees to the investment policy as set forth by the BOARD in Exhibit "B-1." In the event that the INVESTMENT ADVISER should purchase any security in violation of the investment policy of the BOARD, and as a result of any sale thereof realizes a loss as measured by the initial purchase price of the security, the INVESTMENT ADVISER shall make the Board whole for any such losses. Additionally, the decision to continue to hold or dispose of an asset subsequent to its purchase that no longer meets the investment policy standards shall be made in accordance with the BOARD's investment policy. 7. DELIVERY OF SECURITIES. The INVESTMENT ADVISER shall direct that all securities purchased for the Pension Plan be registered in the name of, and be Page 4 of 18 delivered to, the Pension Plan and/or the Trustee, custodian or its nominee. 8. REPORTS. The INVESTMENT ADVISER shall provide the BOARD with a quarterly statement of the status of the Account. In addition, the INVESTMENT ADVISER shall provide quarterly written reviews of the performance of the Account, presented in person to the BOARD at least annually, and such other periodic reports or information as the BOARD may reasonably request. a. All performance reports reported to the BOARD shall be gross of all fees and transaction costs and shall be time weighted. b. The written quarterly report shall outline the overall position of the portfolio with a complete listing of each security showing the cost, market value and yield at the close of the reporting period. C. The report shall also include all portfolio transactions during the preceding quarter. The report shall also include a listing of those transactions in which the Commission Recapture Program was utilized, if applicable. All monthly reports shall include a listing of all trades, broker utilized and the cost of the trade. d. If applicable, the INVESTMENT ADVISER shall provide a listing of the votes on all proxies showing the date each proxy was voted, the issue as to which each proxy was voted, and how each proxy was voted. If a proxy was not voted, the INVESTMENT ADVISER shall provide a written statement indicating the reason that a particular proxy was not voted. 9. NON-DISCRIMINATION. The INVESTMENT ADVISER shall not Page 5 of 18 discriminate in its employment practices during the term of this Agreement on the basis of race, creed, color, sex, age, physical handicap, marital status, or national origin. 10. PROHIBITION AGAINST CONTINGENT FEES. The INVESTMENT ADVISER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the INVESTMENT ADVISER or its affiliate, Legg Mason & Co., LLC, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the INVESTMENT ADVISER or its affiliate, Legg Mason & Co., LLC, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 11. DISCLOSURE. The INVESTMENT ADVISER agrees to disclose, in writing to the BOARD within ten (10) business days, if the INVESTMENT ADVISER becomes the subject of an investigation by the Securities and Exchange Commission for alleged breach of federal securities laws; any investigation by the U.S. Department of Justice for allegations relating to violation of federal securities laws or related allegations of fraud; or if the INVESTMENT ADVISER is named as the defendant in any civil action alleging fraud, negligence or breach of fiduciary responsibility. Additionally, the INVESTMENT ADVISER will also report immediately, any decision to delay or suspend the valuation of the portfolio or to adjust a previously reported value. 12. PUBLIC RECORDS. (a) The INVESTMENT ADVISER acknowledges that it is fully familiar with the Page 6 of 18 laws of the State of Florida governing public employee retirement systems and is fully familiar with the provisions of the Pension Plan relating specifically to the investment management of this Pension Plan. The Agreement shall be performed in accordance with all applicable federal, state, and local laws and administrative regulations and shall in its interpretation be governed by the laws of the State of Florida. (b) Additionally, the INVESTMENT ADVISER understands that as a governmental pension plan, the BOARD is also subject to the operation of Florida's Sunshine law and public records law. Pursuant to Florida Statutes §119.0701, INVESTMENT ADVISER will comply with public records laws, specifically to: (1) Keep and maintain public records required by the BOARD to perform the service. (2) Upon request from the BOARD or its public records custodian, provide the BOARD with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if INVESTMENT ADVISER does not transfer the records to the public agency. Page 7 of 18 (4) Upon completion of the contract, transfer, at no cost, to the BOARD all public records in possession of INVESTMENT ADVISER or keep and maintain public records required by the BOARD to perform the service. If INVESTMENT ADVISER transfers all public records to BOARD upon completion of the contract, INVESTMENT ADVISER shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, except as provided by law. If INVESTMENT ADVISER keeps and maintains public records upon completion of the contract, INVESTMENT ADVISER shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the BOARD, upon request from the BOARD or its public records custodian, in a format that is compatible with the information technology systems of the Fund. IF INVESTMENT ADVISER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: KEN KILLGORE ADMINISTRTIVE SERVICES DIRECTOR/CFO 1225 MAIN STREET Page 8 of 18 SEBASTIAN, FLORIDA 32958 PHONE: 772-589-5330 KKILLGORE@CITYOFSEBASTIAN.ORG 13. GENERAL. (a) The INVESTMENT ADVISER warrants that it is registered as an investment ADVISER under the Investment Advisers Act of 1940, and that it will maintain such registration during the term of this Agreement. The INVESTMENT ADVISER acknowledges that it is a fiduciary with respect to the management of the assets of the Fund and that it is subject to and shall be governed by the "prudent investor rule" as those terms are defined and interpreted under the provisions of the Employee Retirement Income Security Act, and under the provisions of the law of Florida, including Florida Statutes §112.656 and Florida Statutes Chapter 518. (b) The INVESTMENT ADVISER agrees to register with and use the E-Verify system to verify the work authorization status of all employees hired on and after January 1, 2021, as required by Section 448.095, Florida Statutes. Additionally, the INVESTMENT ADVISER agrees to require any subcontractor, if any, used in connection with the provision of its services under this Agreement, to provide them with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. (c) The parties agree that any acts performed under this Agreement are deemed performed in Florida. In any action to enforce the provisions of this Agreement Page 9 of 18 venue shall be in Indian River County, Florida, and should any action be necessary to enforce the terms of this Agreement, the prevailing party shall be made whole, including any costs and legal fees. (d) The BOARD agrees to furnish the INVESTMENT ADVISER with all documents, authorizations and powers as might be reasonably required by the INVESTMENT ADVISER to carry out its obligations according to the terms of this Agreement. (e) The INVESTMENT ADVISER shall, on an annual basis, provide the BOARD with Securities and Exchange Commission Form ADV and a copy of the annual company report. Attached as Exhibit Cis the INVESTMENT ADVISERS' authority to do business in the State of Florida. (f) The INVESTMENT ADVISER shall, for the term of this Agreement, maintain an errors and omissions insurance policy in the amount of Ten Million ($10,000,000.00) Dollars. Additionally, the INVESTMENT ADVISER will maintain a fidelity bond satisfying the requirements of Section 412 of ERISA and shall include the BOARD in its coverage. The INVESTMENT ADVISER shall furnish the BOARD with proof of its coverage insurance and Bond, which are attached hereto as Exhibit "D." Should there be any change in the coverage or cancellation or non -renewal of the policy, the INVESTMENT ADVISER shall immediately notify the BOARD. (g) The INVESTMENT ADVISER shall for the term of this Agreement maintain a Cyber Liability insurance policy in the amount of $5,000,000.00 dollars, and shall Page 10 of 18 include the BOARD as an additional insured. The INVESTMENT ADVISER shall furnish the BOARD with proof of its coverage insurance. Should there be any change in the coverage or cancellation or non -renewal of the policy, the INVESTMENT ADVISER shall immediately notify the BOARD. The INVESTMENT ADVISER shall furnish the BOARD with proof of its coverage, which is attached hereto as part of Exhibit "D." (h) All proxy materials relating to any security held by the INVESTMENT ADVISER shall be voted in accordance with the proxy voting policy adopted by the BOARD, or otherwise in the discretion of the INVESTMENT ADVISER. (i) The INVESTMENT ADVISER shall notify the BOARD of any change in the INVESTMENT ADVISER's ownership, key personnel, investment strategy, style or philosophy, or employees assigned to manage the BOARD's account within a reasonable time after such changes take place, not to exceed thirty (30) days. 0) In the event of a dispute between the parties, the parties may by mutual consent agree to submit the matter to binding arbitration. (k) Pav to Play. INVESTMENT ADVISER hereby discloses that, to the best of its knowledge, neither INVESTMENT ADVISER nor its employees has made any contributions which are more than de minimis to any candidates or incumbents for the Elected officials of the City of Sebastian over the past two years. INVESTMENT ADVISER agrees to provide quarterly disclosures regarding any such contributions, or lack thereof. (1) Public Entitv Crimes Bill. Section 287.133, Florida Statutes, provides that a person or affiliate who has been placed on the convicted vendor list following a conviction Page 11 of 18 for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. (m) This Agreement constitutes the entire understanding of the BOARD and the INVESTMENT ADVISER and may be amended only by written instrument executed by both parties. 14. NOTICES. All written communications from the INVESTMENT ADVISER to the BOARD shall be addressed to: City of Sebastian Police Officers Retirement System c/o City of Sebastian, Administrative Services Department Attn: Ken Killgore, Administrative Services Director/CFO 1225 Main Street Sebastian, FL 32958 KKillaore(@citvofsebastian.ora Copies of such notices shall also be sent to Fund Counsel: Bonni S. Jensen Klausner, Kaufman, Jensen & Levinson 7080 NW 4t" Street Plantation, FL 33317 bonni(@robertdklausner.com All written communication from the BOARD to the INVESTMENT ADVISER shall Page 12 of 18 be addressed to: Terrence J. Murphy, CEO 620 Eighth Avenue, 48t" Floor New York, NY 10018 Email: tjmurphy@clearbridge.com With a copy to: Jasna Dolgov, Esq. jdolgov@clearbridge.com IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective authorized representatives on the dates indicated below. CITY OF SEBATIAN POLICE OFFICERS' RETIREMENT SYSTEM By: As Chair By: As Secretary Date: WITNESS: As to Trustees CLEARBRIDGE INVESTMENTS, LLC By: C�� Title: CFO 11 /30/2022 Date: WITNESS: NicoGe TtwUo Page 13 of 18 As to Investment Adviser EXHIBIT A CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM AND CLEARBRIDGE INVESTMENTS, LLC Fee Schedule All assets 0.75% Such fee shall be payable quarterly in arrears and shall be computed upon the market value of the total assets covered by this Agreement as of the last day of the preceding quarter end. If the services to be rendered hereunder shall commence on a day other than the first day of the above months or terminate other than on the last day of December, March, June, or September, the above fee shall be fairly and equitably prorated. Total assets shall mean the sum of the values taken at market of all the Investment Assets under this Agreement. If during the quarter assets are added or deleted by the BOARD and made subject to or removed from management of the Manager, then the above fee shall be equitably prorated with respect to such added or deleted assets. In the event of termination, total assets for fee purposes shall mean the account value at the date of notice of termination. The fee is guaranteed not to increase for a period of three years from this date of this Agreement. Page 14 of 18 EXHIBIT B-1 CITY OF SEBASTIAN POLICE OFFICERS' RETIREMENT SYSTEM STATEMENT OF INVESTMENT POLICY Page 15 of 18 City of Sebastian Police Officers' Retirement System Statement of Investment Policy Goals and Guidelines Adopted September 15, 2020 Introduction The City of Sebastian Police Officers' Retirement System is a defined benefit plan established by Ordinance of the City of Sebastian to provide retirement benefits for its employees. The City of Sebastian is the "plan sponsor". The Plan is administered by the Police Pension Fund Board of Trustees. The Plan is a pension plan maintained to provide retirement, disability, termination and death benefits to participants in accordance with the express provisions of the Plan. The Plan and the benefits provided thereunder are funded by contributions by the City of Sebastian, tax rebates from the State of Florida pursuant to Chapter 185, Employees' contributions, interest income and other income in accordance with the underlying Plan documents. The Board of Trustees of the City of Sebastian Police Officers' Retirement System has established this Statement of Investment Policy. The trustees are named fiduciaries. The investment of the assets of our retirement plan must be consistent with the written investment policy adopted by the board of trustees. The policies are structured to maximize the financial return to the retirement plan consistent with the risks incumbent in each investment and are structured to establish and maintain an appropriate diversification of the retirement system or plan's assets. To assist the Board in this function, they are authorized to engage the services of investment and actuarial consultants to provide expert assistance. The Board determined this Policy after evaluating the implications of increased investment return versus the increased volatility of return for a number of asset allocation strategies with varying commitments to stocks and bonds. In the view of its consultants and the Board, the investment program defined in this Statement will produce a result over the long term consistent with the Plan's primary objective of preserving and enhancing the purchasing power of assets. Purpose This Policy is intended to complement the investment guidelines provided in all applicable State Statutes and local ordinances. The purpose of this Policy is to define the City of Sebastian Police Officers' Retirement System investment objectives to develop a strategy to help meet investment goals. This statement is meant to clarify risk factors to establish guidelines consistent with the investment profile of the City of Sebastian Police Officers' Retirement System. Through open communication among the Fund, Investment Consultant and Investment Managers, continuity of investment direction can be more easily achieved. This Policy is meant to: 1. Provide the investment consultant and manager(s) a more accurate understanding of the Trustees' investment objectives and, 2. Indicate the criteria by which the investment manager's performance will be evaluated. In the implementation of the investment program, the Plan will employ investment managers who have demonstrated expertise with particular asset classes. Pursuant to the Prudent Investor Rule, the Plan's investment policy will utilize a variety of investment approaches. This diversification of managers and investment approach is intended to increase the risk adjusted return of the portfolio and contribute to a more consistent return. Nonetheless, the systemic risk inherent in the overall market cannot be diversified away. Consequently, there will be periods of time when the fund may experience negative returns. Such periods are not inconsistent with achievement of the targeted long term objective. General Ob i ectives The primary investment objective of the City of Sebastian Police Officers' Retirement System is the preservation of invested capital. The secondary objective is to achieve moderate long term real growth of the assets while minimizing the volatility of returns. To achieve these objectives, the Board seeks to create a conservative, well diversified and balanced portfolio of equity, fixed income, and money market securities. The Board has determined that one or more outside investment managers shall be retained to assure all investments are managed in a prudent and professional manner and in compliance with the stated investment guidelines. N Investment Ob i ectives Investment Objectives are intended to provide quantifiable benchmarks to measure and evaluate portfolio return and risk. Asset allocation requires a full market cycle to allow a diversified portfolio of investment managers to demonstrate their abilities. As a result, performance results will be measured over a full market cycle. Performance over shorter time periods will be monitored as a means of identifying the trend of results. The specific investment objectives of the City of Sebastian Police Officers' Retirement System are as follows: Primary Objective: To earn a total rate of return over the long term (a full market cycle) which exceeds the return of a Target Index. The Target Index for the City of Sebastian Police Officers' Retirement System is defined as: 16.25% Russell 1000 Value, 16.25% Russell 1000 Growth, 12.00% Russell 2500 Value, 8.00% Russell 2500 Growth, 5% MSCI EAFE (Net), 7.50% MSCI ACWI ex US (Net), 25% Bloomberg Barclays U.S. Aggregate, 5.00% Dow Jones Brookfield Infrastructure Composite, 5.00% NCREIF indexes. In addition, it is expected the total rate of return earned by the Fund and the returns earned by the stock, bond, and cash portfolios will rank above average when compared to a representative universe of other similarly managed portfolios. Secondary Objectives: A further goal of the City of Sebastian Police Officers' Retirement System shall be to achieve a return greater than the assumed actuarial rate of return over the longer term. This absolute return objective will be evaluated in the context of the prevailing investment market conditions. In addition, the Fund should earn a return greater than inflation, as measured by the Consumer Price Index, by 3.0% per year. Volatility: The volatility of the Funds total returns is expected to be similar to the Target Index and will be evaluated accordingly. 3 Investment Strate d Guidelines Based on an analysis of Plan assets and expected returns and risks associated with various asset mix strategies, the Board of Trustees has established a target asset allocation for the entire City of Sebastian Police Officers' Retirement System to meet the long term investment goals of the Fund. Investment Policy Portfolio Allocation Asset Class Benchmark Min Target Max EQUITIES 40.00% 65.00% 70.00% Lame Cap Equity Large Cap Value RUSSILL 1000 12.50% 16.25% 22.50% Large Cap Growth RUSSELL 1000 12.50% 16.25% 22.50% GROWTH SMid Cap Equity SMid Cap Value RUSSELL 2500 2.50% 12.00% 15.00% VALUE SMid Cap Growth RUSSELL 2500 2.50% 8.00% 10.50% GROWTH International (INT'L) Int'l Value MSCI EAFE 2.50% 5.00% 7.50% (Net) Int'1Growth MSCIACWIex 5.00% 7.50% 10.00% US (Net) FIXED INCOME 20.00% 25.00% 35.00% Core Fixed Income BLOOMBERG 20.00% 25.00% 30.00% BARCLAY'S U.S. AGGREGATE Cash Equivalents 3-MONTH T- BILLS Infrastructure DOW JONES 0.00% 5.00% 10.00% BROOKFIELD INFRA. COMP. Private Real Estate NCREIF 0.00% 5.00% 10.00% Total Alternatives 0.00% 10.00% 20.00% The allocation to each asset class may vary from the target asset allocation depending upon market conditions. When necessary and/or available, cash may be deployed in a manner consistent with the strategic asset allocation limits set by this statement of investment policy. ►.i Professional MoneN Mana4luers To implement this strategy, the Board has chosen to hire one or more professional investment managers. Within the guidelines and restrictions set forth within, it is the intention of the Board of Trustees to give each investment manager full investment discretion with respect to assets under its management. The investment managers shall discharge their responsibilities in the same manner as if the Fund were governed by the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Although the Fund Trustees acknowledge ERISA does not apply to a governmental fund, the trustees hereby imposes the fiduciary provisions of ERISA upon each investment manager whose performance shall conform to statutory provisions, rules, regulations, interpretations and case law of ERISA. Each investment manager shall acknowledge, in writing, that it is a named fiduciary of the Fund. The signed document shall be attached to this Investment Policy Statement. Each investment manager is expected to provide any reasonable information requested by the Board of Trustees. At a minimum, managers shall provide a quarterly report detailing their investment activity, the portfolios current value and any changes in investment philosophy or strategy. Each investment manager is expected to meet with the Board of Trustees or their designated representatives periodically to review investment performance and philosophy. Unless otherwise provided by the Funds' Custodian, each investment manager will monitor portfolio activity to minimize uninvested cash balances. Each investment manager shall be responsible only for those assets under their management. It will be the responsibility of each investment manager to review the monthly valuations provided by the Funds custodian and to note, in writing, any significant discrepancies from the valuations provided in their own reports. Caution must be used in selecting appropriate money managers to manage the Fund's assets. At a minimum, the money manager must meet the following criteria: 1. Be an investment management company, bank, insurance company, or Investment Consultant as defined by the Registered Investment Advisers Act of 1940. 2. Provide historical quarterly performance data calculated on a time weighted basis, based on a composite of all fully discretionary accounts of similar investment styles, and reported net and gross of fees. 3. Provide detailed information on the history of the firm, key personnel, fee schedules and support personnel. 4. Have no outstanding legal judgments or past judgments that may reflect negatively on the firm. Securities Guidelines In accordance with the policies established by the Board of Trustees, the assets of the City of Sebastian Police Officers' Retirement System shall be invested in a diversified portfolio of fully negotiable equity, fixed income, and money market securities, provided they meet the following criteria: Equity Securities 1. Investments in all equity securities shall be limited to no more than 70% (at market) of the Fund's total portfolio value. 2. All equity investments shall be limited to fully and easily negotiable equity securities. 3. The equity position in any one company shall not exceed 5% of the total plan portfolio at market. 4. Allocation to any one economic sector should not be excessive and should be consistent relative to a broadly diversified equity market and to managers following similar style disciplines. 5. Investments in stocks of foreign companies shall be limited to 25% (at market value) of the total investment portfolio. The definition of a foreign stock for purposes of this policy is found in Florida Statues, Section 185.06(1)(b)4. The compliance and monitoring of this Section (Equity Securities) is the responsibility of the consultant and the trustees. The consultant's responsibility is to report any non-compliance to the trustees each quarter. a.) Lar{�e Cailitalization Value & Growth Stocks Large capitalization stocks are expected to have the greatest weighting in the Pension Fund. They are expected to provide more consistent returns over time than other equity styles. The objective is to maximize investment return over a market cycle by investing in large capitalization equities having the potential to generate investment returns exceeding a passively managed large stock index. Large capitalization equity manager performance parameters include the following: 2 • Performance within the top half of a Universe of Large Capitalization Value or Growth Managers. • Performance comparable to the appropriate Russell indexes commensurate with the recognized level of risk. • The risk associated with the manager's portfolio as measured by the variability of quarterly returns (standard deviation) should not exceed the comparison index without a corresponding increase in performance above the index. • Achieve the performance parameters within a time horizon of a minimum of a full market cycle. b.) Mid/Small Capitalization Stocks Mid/Small capitalization stocks are expected to improve total portfolio diversification and provide opportunities for higher incremental returns in the long run. The objective is to maximize investment return over a market cycle by investing in mid/small capitalization equities having the potential to generate investment returns exceeding a passively managed mid/small stock index. Mid/Small capitalization growth stock managers generally purchase companies with a market capitalization of greater than $500 million. Mid/Small capitalization equity manager performance parameters include the following: • Performance within the top half of a Universe of Mid/Small Capitalization Value or Growth Managers • Performance comparable to the appropriate Russell indexes commensurate with the recognized level of risk. • Achieve the performance parameters within a time horizon of a minimum of a full market cycle for the mid/small capitalization market. c.) Developed & Ememinp- Markets International Stocks International Stocks are expected to improve total portfolio diversification and provide opportunities for higher incremental returns in the long run. The objective is to maximize investment return over a market cycle by investing in international securities through American Depository Receipts (ADRs) as well as any foreign company that trades directly in a U.S. equity market. These equities should generate investment returns exceeding a passively managed international index. 7 Developed & Emerging Markets International equity manager performance parameters include the following: • Performance comparable to to the appropriate MSCI developed and emerging markets international indexes commensurate with the recognized level of risk. • Achieve the performance parameters within a time horizon of a minimum of a full market cycle of the international market. Fixed Income Securities 1. Investments in corporate fixed income securities shall be limited to: a) Those securities rated investment grade by a recognized rating agency. Fixed income securities downgraded below the minimum rating by both entities shall be sold at the earliest beneficial opportunity as determined by the manager. It is the manager's responsibility to notify the board in writing immediately after a security is downgraded below the policy guidelines. The written explanation should describe the manager's intentions regarding the disposition of the security being downgraded. b) Securities issued by a corporation organized under the laws of the United States, any state or organized territory of the United States, or the District of Columbia. c) No more than 10% (at market) of the fixed income portfolio total value may be invested in the securities of any single corporate issuer. 2. Investments in Collateralized Mortgage Obligations shall be limited to 25% of the market value of the total fixed income portfolio and shall be restricted to those issues: a) Those issues backed by the full faith of the U.S. Government, an Agency thereof, or rated AAA by a major rating service. b) PAC (planned amortization class), NAC (non -accelerated securities) or VADM (very accurately defined maturity) securities. 3. There is no limit imposed on investments in fixed income securities issued directly by the United States Government or any agency or instrumentality thereof. Fixed income manager(s) performance parameters include the following: • Performance comparable to the appropriate Bloomberg Barclays Fixed Income Index commensurate with the recognized level of risk. • Achieve the above objectives within a time horizon of a minimum of a full market cycle. Cash Equivalent Securities: 1. The Investment managers may invest only in the following short — term investment vehicles: a) The money market or STIF provided by the Fund's custodian. b) Direct Obligations of the United States Government with a maturity of one year or less. c) Commercial Paper issued by United States corporations with a maturity of one year or less. Infrastructure Infrastructure funds seek total return from both capital appreciation and current income. Investments in Infrastructure shall be managed by experienced and professional investment managers. Investments may be made through a listed infrastructure or private infrastructure fund. Infrastructure manager performance parameters include the following: • Performance comparable to the Dow Jones Brookfield Infrastructure Composite Index commensurate with the recognized level of risk. • Achieve the performance parameters within a time horizon of a minimum of a full market cycle. Private Real Estate Private real estate investments are expected to improve total portfolio diversification and provide income and opportunities for higher incremental returns in the long-term. The objective is to maximize investment return over a market cycle by investment in real estate through private ownership. The investment managers are permitted to invest in private real estate. Private real estate will be purchased through an institutional vehicle. The institutional vehicle provides diversification of property type and geographical location and provides a competitive price structure. These private real estate investments should generate investment returns exceeding a passively managed private real estate index. 7 Private real estate investment performance parameters include the following: • Performance comparable to the National Council of Real Estate Investment Fiduciaries (NCREIF) Property Index or Open -End Diversified Core indexes commensurate with the recognized level of risk. • Achieve the above objectives within a time horizon of a minimum of a full real estate market cycle. Mutual Funds/Commingled Funds/Exchange Traded Funds: The Board of Trustees recognizes and accepts commingled fund, mutual fund, and exchange traded fund investments will be dictated by the investment policies and guidelines of those funds and no additional constraints may be imposed upon them. The decision to invest assets of the City of Sebastian Police Officers' Retirement System in any commingled fund, mutual fund, or exchange traded fund will only be made by the Trustees after a thorough review of the policies and/or prospectuses of those funds and after it has been determined those policies are appropriate and consistent with the investment philosophy of the City of Sebastian Police Officers' Retirement System. Sudan/Iran Divestiture In accordance with the Protecting Florida's Investment Act (Fla. Stat. 215.473), the Board is prohibited from directiv investing in any company identified each quarter by the State Board of Administration on its website as a scrutinized company. The Board shall review its investments each quarter to determine whether it is required to sell, redeem, divest, or withdraw any publicly traded security of a company identified by the SBA as a scrutinized company. Section 112.661 Florida Statutes The Board of Trustees has adopted the following additional provisions to comply with Section 112.661, Florida Statutes: 1. SCOPE: The investment policy applies to those funds under control of the Board. 2. INVESTMENT OBJECTIVES: The investment policy describes the investment objectives of the Board. 3. PERFORMANCE MEASUREMENT: The investment policy specifies performance measures as are appropriate for the nature and size of the assets within the Board's custody. 10 4. INVESTMENT AND FIDUCIARY STANDARDS: In performing its investment duties, the Board and its investment managers shall comply with the fiduciary standards set forth in ERISA (Employee Retirement Income Security Act). 5. AUTHORIZED INVESTMENTS: The Board of Trustees recognizes those assets listed in its attached Statement of Investment Policy. Investments not listed are prohibited. 6. MATURITY AND LIQUIDITY REQUIREMENTS: The investment portfolio shall be structured in such a manner to provide sufficient liquidity to pay obligations as they come due. To the extent possible, an attempt will be made to match investment maturities with known cash needs and anticipated cash -flow requirements. 7. PORTFOLIO COMPOSITION: The investment policy establishes guidelines for investments and limits on security issues, issuers and maturities. These guidelines are commensurate with the nature and size of the funds within the custody of the Board. 8. RISK AND DIVERSIFICATION: The Board of Trustees has developed a diversified investment program to control the risk of loss resulting from over concentration in a specific maturity, issuer, instrument, dealer or bank through which financial instruments are bought and sold. 9. EXPECTED ANNUAL RATE OF RETURN: With consideration to rates of return from different asset classes, the Board of Trustees has crafted its investment program to deliver an expected rate of return similar to the actuarial assumed rate. The Board shall determine for each actuarial valuation, the total expected annual rate of return for the current year, for each of the next several years and for the long term thereafter. The total expected annual rate of return is anticipated to be similar to the actuarial assumed rate of return. This determination is filed with the Department of Management Services and with the plan sponsor and consulting actuary. 10. THIRD -PARTY CUSTODIAL AGREEMENTS: All assets shall be held by a third party custodian selected by the Board. Securities transactions between a broker -dealer and the custodian involving purchase or sale of securities by transfer of money or securities are to be made on a "delivery vs. payment" basis to ensure the custodian will have the security or money in hand at conclusion of the transaction. 11. MASTER REPURCHASE AGREEMENT: Repurchase Agreements are prohibited investments. 11 12. BID REQUIREMENT: To the extent possible, the intention of the Board of Trustees is to determine the approximate maturity date based on cash -flow needs and market conditions, analyze and select one or more optimal types of investment and competitively bid the security in question when feasible and appropriate. Except as otherwise required by law, the most economically advantageous bid is selected. 13.INTERNAL CONTROLS: The Board recognizes the internal controls and operational procedures outlined in the Board's operation rules and procedures, in the plan document, and in the custodial agreement. These controls are reviewed by the Board's independent certified public accountant as part of the financial audit periodically required. The internal controls are designed to prevent losses of funds, which might arise from fraud, error and misrepresentation, by third parties or imprudent actions by the Board or employees of the plan sponsor. 14. CONTINUING EDUCATION: The Board of Trustees relies on its consultants and professionals to provide continuing education on pension and investment issues. The Board of Trustees recognizes state and regional conferences as a source of continuing education. The Trustees are encouraged to attend conferences, schools, and other functions periodically to fulfill this requirement. 15. REPORTING: The Custodian's valuation report is filed annually with the plan sponsor. This report is available to the public. 16. FILING OF INVESTMENT POLICY: The investment policy is promptly filed with the Department of Management Services, plan sponsor and consulting actuary. The effective date of the investment policy and any amendment thereto shall be the 3 1 " calendar day following the filing date with the plan sponsor. 17. VALUATION OF ILLIQUID INVESTMENTS: The Board defines an illiquid investment as one for which a generally recognized market is not available or for which there is no consistent or generally accepted pricing mechanism. Should an investment become illiquid or in the event the fund acquires an illiquid investment, the Board shall develop the methodology for valuation as set forth in the criteria in Section 215.47(6), Florida Statutes (the SBA/FRS methodology for valuation). 12 ASSIGNMENT OF RESPONSIBILITIES. �esp�►tlslbility Table _._____.._____... . -- _ - - -_ .._.�_ . ._.__ _ __� Fiduciary Written 1 Written Strategic Asset Allocation Manager Security Performance Level Investment Investment Allocation Within d Search & Selectian�,measurement Policy Strategy Among Asset ! Asset Selection 4 1 _ 4 Trusteed ' 2 2 2 4 3 Investment 2 42 1 Consultant Investment _ 4 —�_ — 1 2.2 4 1 1 - 3 t lNauauer(s) Custodian 4 4 I - ; 4 4 14 4 Delegation of Responsibility: ])Approves 2) Recommends 3) Monitors 4) Informed INVESTMENT POLICY REVIEW The intention of the Board of Trustees is to review this Statement of Investment Policy and its addenda periodically and to amend it to reflect any changes in philosophy or objectives. However, if at any time the Investment managers believe the specific objectives defined herein cannot be met or these guidelines unnecessarily constrict performance, the Trustees shall be so notified in writing. ACCEPTANCE AND AUTHORIZATION This statement of investment policy is adopte Trustees of the City of Sebastian Police signatures appear below. airman. Boar�doATT ustees City of Sebastian Police Officers' Retirement System d September 15, 2020 by the Board of Officers' Retirement System whose 13 Investment Manager's Acknowledgment I, the undersigned, acknowledge I have received the policy statement for the City of Sebastian Police Officers' Retirement System, dated Feb 4, 2021 . I affirm I have read and understand said Policy Statement, and do hereby agree to abide to the guidelines expressed in the Policy Statement. Polen Capital Name of Firm "e7- Signed Feb 4, 2021 Date 14 A Self -Assessment for the Trustees of the City of Sebastian Police Officers' Retirement System • Are investments managed in accordance with applicable by-laws, trust documents, and written investment policy statements? • Are the roles and responsibilities of all involved parties defined, documented and acknowledged? • Are service agreements and contracts in writing? Are they written with provisions that conflict with fiduciary standards of care? • Has an investment time horizon been identified? • Has a risk level been identified? • Has an expected, modeled return to meet investment objectives been identified? • Are selected asset classes consistent with identified risk, return and time horizon? • Are selected asset classes consistent with implementation and monitoring constraints? • Is there an Investment Policy Statement (IPS), which contains the detail to define, implement, and manage a specific investment strategy? • Is the investment strategy implemented in compliance with the required level of prudence? • Does the IPS define appropriately structured, socially responsible investment strategies (where applicable)? • Are Investment vehicles appropriate for the portfolio, size? • Is a due diligence process followed in selecting service providers, including the custodian? • Are there periodic reports comparing investment performance against an appropriate index, peer group, and IPS objectives? • Are periodic reviews made of qualitative and/or organizational changes of investment decision -makers? • Are control policies in place to periodically review policies for best execution, "soft dollar", and proxy voting? • Are fees for investment management consistent with agreements and all applicable laws? • Are "finder's fees" or other forms of compensation that may have been paid for asset placement, appropriately applied, utilized and documented? Is there a process to periodically review the Organization's effectiveness in meeting its fiduciary responsibilities? 15 EXHIBIT B-2 ClearBridge Investments LLC, Investment Guidelines International Growth ADR Strategy Investment Objective: The investment objective of the Strategy is long term growth of capital. The Strategy seeks to obtain its objective by investing primarily in the stocks of companies believed to have above -average potential for growth in revenue, earnings, cash flow, or other similar criteria which are located outside the United States, including across developed and emerging markets. The Strategy's portfolio managers evaluate foreign markets around the world and choose large, mid and small -capitalization companies considered to have above -average growth potential. Permitted Investments: The Strategy will pursue its investment objective by investing in stocks selected for their long-term growth potential. Although investments will be primarily in ADRs, the portfolio managers may invest in securities of non- US companies that trade on US stock exchanges or US companies that have a majority of their operations, primarily as defined by revenues, outside the US. The principal types of securities in which the Strategy may invest in are ADRs, equity securities of foreign companies traded on US exchanges and Exchange Traded Funds ("ETFs"). Securities of companies in emerging markets will be limited to 20% of the Strategy's assets at time of purchase. Restrictions: These guidelines are subject to the applicable restrictions contained in the Client's "Statement of Investment Policy Goals and Guidelines" adopted September 21, 2021, and provided for in Exhibit B-1. Benchmark: MSCI EAFE Page 16 of 18 EXHIBIT C CLEARBRIDGE INVESTMENTS, LLC AUTHORITY TO TRANSACT BUSINESS IN FLORIDA 2022-4-1253680 - ClearBridge Investm Page 17 of 18 EXHIBIT D CLEARBRIDGE INVESTMENTS, LLC INSURANCE COVERAGE POLICY DECLARATION PAGES Franklin Resources Franklin Resources Inc. DO EO Certifica Inc. FI Bond Certificz Page 18 of 18 850-517-5381 10/7/2022 11:27:54 AM PAGE 1/002 Fax Server HL '� 4 W, P. J. D Y-C D'. K<: Cum CK)gca Knc M eni � n VHN HIC Knc Hn of I Oriaa Bppartwnt of ftt Q I certify from the records of this office that CLEARBRIDGE INVESTMENTS, LLC, is a Delaware limited liability company authorized to transact business in the State of Florida, qualified on October 6, 2022. The document number of limited liability company is M22000015407 I further certify that said limited liability company has paid all fees Ndue this office through December 31, 2022, and its status is active. N I further certify that said limited liability company has not filed a HCertificate of Withdrawal. n HED I further certify that this is an electronically transmitted certificate o authorized by section 15.16, Florida Statutes, and authenticated by the �XO code, 922A00022418-100722-M22000015407-1/1, noted below. Authentication Code: 922A00022418-100722-M22000015407-1/1 Given under my hand and the Great Seal of the State of Florida, t Tallahassee, the Capital, this the eventh day of October, 2022 Secretary of State HHE Knc�,.: :RvIVE HN, -�r- C HN n n n n n u BE v� x8vall r, V ARlio ?Xnw�- gm 7i)r 850-617-6381 10/7/2022 11:27:54 AM PAGE 2/002 Fax Server October 7, 2022 CLEARBRIDGE INVESTMENTS, LLC 620 STH AVENUE, 48TH FLOOR NEW YORK, NY 10018US Qualification documents for CLEARBRIDGE INVESTMENTS, LLC were filed on October 6, 2022, and assigned document number M22000015407. Please refer to this number whenever corresponding with this office. Your limited liability company is authorized to transact business in Florida as of the file date. The certification you requested is enclosed. To be official, the certification for a certified copy must be attached to the original document that was electronically submitted and filed under FAX audit number H22000343378. To maintain "active" status with the Division of Corporations, an annual report must be filed yearly between January 1st and May 1st beginning in the year following the file date or effective date indicated above. If the annual report is not filed by May 1st, a $400 late fee will be added. A Federal Employer Identification Number (FEI/EIN) will be required when this report is filed. Apply today with the IRS online at: https://sa.www4.irs.gov/modiein/individual/index.jsp Please notify this office if the limited liability company address changes, it is the responsibility of the corporation to notify this office. Should you have any questions regarding this matter, please contact this office at the address given below. STANTON H ROBERTS Regulatory Specialist II Registration Section Division of Corporations Letter Number: 922A00022418 P.0 BOX 6327 — TaHah�ee, Flanda 32314 APPLICATION BY FOREIGN LIMITED LIABILITY COMPANY FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA IN COMPLIANCE WITHSEC77ON 605.0902, TWRIDA STA7LITES, THE FOLLOWING IS' SUBM177ED 70 REGISTER A FOREIGN LIMITED LIABff 17Y COW ANY7O7RANSACTBUSWE.SS IN77ID STA7EOFFLORIDA: I C1earBridge Investments, LLC (Name of Foreign Limited Liability Company; must include "Limited Liability Company," "L.L.C.," or "LLC.") (If name unavailable, enter alternate name adopted for the purpose of transacting business in Florida. The alternate name must include "Limited Liability Company," "L.L.C," or "LLC.") Delaware 2. 3. (Jurisdiction under the law of which foreign limited liability company is organized) (FEI number, if applicable) 4. (Date first transacted business in Florida, if prior to registration.) (See sections 605.0904 & 605.0905, F.S. to determine penalty liability) 5. 6. (Street Address of Principal Office) (Mailing Address) 620 8th Avenue, 48th Floor 620 8th Avenue, 48th Floor New York, NY 10018 New York, NY 10018 7. Name and street address of Florida registered agent: (P.O. Box NOT acceptable) Name: Office Address: United Agent Group Inc. 801 US Highway 1 North Palm Beach 33408 , Florida (City) (Zip code) Registered agent's acceptance: Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this application, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent. /s/ Joseph Panholzer Joseph Panholzer, Special Secretary (Registered agent's signature) 8. For initial indexing purposes, list names, title or capacity and addresses of the primary members/managers or persons authorized to manage [up to six (6) total]: Title or Capacity: Name and Address: Title or Canacitv: Name and Address: ❑Manager Name: Legg Mason ClearBridge Holdings, LLC ❑Manager Name: 100 International Drive OMember Address: ❑Member Address: Baltimore, MD 21202 ❑Authorized ❑Authorized Person Person ❑ Other ❑ Other ❑ Other ❑ Other ❑ Manager Name: ❑ Manager Name: ❑Member Address: ❑Member Address: ❑ Authorized ❑ Authorized Person Person ❑ Other ❑ Other ❑ Other ❑ Other ❑ Manager Name: ❑ Manager Name: ❑Member Address: ❑Member Address: ❑ Authorized ❑ Authorized Person Person ❑ Other ❑ Other ❑ Other ❑ Other Important Notice: Use an attachment to report more than six (6). The attachment will be imaged for reporting purposes only. Non - indexed individuals may be added to the index when filing your Florida Department of State Annual Report form. 9. Attached is a certificate of existence, no more than 90 days old, duly authenticated by the official having custody of records in the jurisdiction under the law of which it is organized. (If the certificate is in a foreign language, a translation of the certificate under oath of the translator must be submitted) 10. This document is executed in accordance with section 605.0203 (1) (b), Florida Statutes. I am aware that any false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. /s/ Joseph Panholzer Signature of an authorized person Joseph Panholzer, Attorney -in -Fact Typed or printed name of signee Delaware Page The First State 1, JEFFREY W . BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "CLEARBRIDGE INVESTMENTS, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SIXTH DAY OF OCTOBER, A.D. 2022. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "CLEARBRIDGE INVESTMENTS, LLC" WAS FORMED ON THE NINETEENTH DAY OF AUGUST, A.D. 2005. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN PAID TO DATE. 4013798 8300 SR# 20223711950 xw You may verify this certificate online at corp.delaware.gov/authver.shtml Jor' rrr w. ALP ix■ St-mHary of 9W * } Authentication: 204565511 Date: 10-06-22 I DATE(MM/DD/YYYY) A� o CERTIFICATE OF LIABILITY INSURANCE 0�/t2/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME. Aon Risk Insurance Services west, Inc. San Francisco CA Office (A/C. No. Ext): (866) 283-7122 FAX San No.): (800) 363-0105 425 Market Street E-MAIL Suite 2800 ADDRESS: San Francisco CA 94105 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Illinois Union Insurance Company 27960 Franklin Resources, Inc and its subsidiaries INSURER B: one Franklin Parkway San Mateo CA 94403 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570094522573 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR GEN'L AGGREGATE LIMITAPPLIES PER: POLICY PRO ❑ LOC JECT OTHER: AUTOMOBILE LIABILITY ANYAUTO OWNED SCHEDULED — AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED — ONLY AUTOS ONLY UMBRELLA LAB HOCCUR EXCESS LAB CLAIMS -MADE DED RETENTION WURKE S OMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR / PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E O-MPL-Primary EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE PER STATUTE I IOTTH E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT DONG24574878014 06/30/2022 06/30/2023 Professional Liabil D&O E&O Insurance SIR applies per policy terns & condi-ions DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Evidence of Insurance. Coverage Includes external and independent directors for Franklin Resources, Inc. All policie Claims Made. CERTIFICATE HOLDER Franklin Resources, Inc. one Franklin Parkway San Mateo CA 94403 USA CANCELLATION LO N LO m Cl Cl O Z N R V N L) $10,000,000 =i .AL s are L�J �J SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED( REPRESENTATIVE eon eJGad�(c�nd�ct�ncc c/Gtru�Cd �l�Cd���aa �� on ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000032848 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Insurance Services West, Inc. Franklin Resources, Inc POLICY NUMBER See Certificate Number: 570094522573 CARRIER I NAIC CODE See Certificate Number: 570094522573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Franklin Templeton $100M Tower Policy#/Carriers/Limit: #DONG24574878014/Illinois union Ins. Co. $10M Lead #87170122D/ICI Mutual $10M xs $10M #47EPF30159708/Berkshire Hathaway Specialty Ins. Co. $10M xs $20M #013514914/AIG Specialty Ins. Co. $10M xs $30M #ELU18389522/XL Specialty Ins. Co. $10M xs $40M #PO0100012875403/Axis Ins. Co. $10M xs $50M #XMF2200069/Freedom specialty Ins. Co. $10M xs $60M #IAx100002701/Arch Insurance Co. $10Mpo30M xs $70M #425406716/Continental Casualty Co. $7.5Mpo30M xs $70M #EOC429751201/Zurich American Ins. Co. $2.5Mpo30M xs $70M #10DC033017922/Twin City Fire Ins. Co. $10Mpo30M xs $70M ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I DATE(MM/DD/WYY) A� o CERTIFICATE OF INSURANCE 7/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk insurance Services west, Inc. Phone Fax San Francisco CA Office 425 Market Street Suite 2800 E-MAIL San Francisco CA 94105 USA ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Berkshire Hathaway specialty Insurance Co. (Lead) 22276 Franklin Resources, Inc. and its subsidiaries One Franklin Parkway, INSURER B: XL Specialty Insurance Company (Lead) 37885 San Mateo, CA 94403 INSURER C: National Casualty Company (Lead) 11991 INSURER D: National casualty company (Lead) 11991 INSURER E: COVERAGES REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP I LIMITS LTR INSD WVD (MM/DD/YYYYI (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I (OCCUR GEN'LAGGRE ATE LIMIT APP ER: POLICY PRO LOC JECT (1THFR AUTOMOBILE LIABILITY ANYAUTO OWNED CHEDULED AUTOS ONLY AUTOS �HIREDAUTOS NON -OWNED -ONLY AUTOS ONLY UMBRELLALIAB OCCUR EXCESS LIAR CLAIMS -MADE DED I IRETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR / PARTNER / EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below EACH OCCURRENCE DAMAGE TO RENTED I PREMISES lFa. nccurrencsl MED EXP (Any one person) PERSONAL & ADV INJURY GENERALAGGREGATE PRODUCTS-COMP/OPAGG COMBINED SINGLE LIMIT (Ea. accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE (AGGREGATE II Pe eroERn iro I IOTH- ER l E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT A 47EPF31626401 $ ELU18408822 Limit of Liability: Financial Institution Bond 06/30/2022 06/30/2023 $100,000,000 C x3o2108899 excess of $1,000,000 Deductible D X302108900 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 1.1, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. CERTIFICATE HOLDER Franklin Resources, Inc. and its subsidiaries one Franklin Parkway, San Mateo, CA 94403 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD