MINUTES OF THE CITY OF SARASOTA POLICE OFFICERS' PENSION PLAN BOARD OF TRUSTEES SPECIAL MEETING DECEMBER 19, 2022 Present: Chair Demetri Konstantopoulos, Vice Chair Johnathan Todd, Secretary/Treasurer Shayla Griggs, Trustee Ronnie K. Baty, Trustee Joseph Jody" Hudgins. Others: Attorney Scott Christiansen, Pension Plans Administrator Debra Martin, and Pension Specialist Peter Gottlieb. Absent: None. 1. CALL MEETING TO ORDER: Presenter(s): Chair Konstantopoulos. Chair Konstantopoulos called the special meeting of the Police Officers' Pension Plan (Plan) Board of Trustees to order at 10:01 a.m. 2. PLEDGE OF ALLEGIANCE: Presenter(s): Chair Konstantopoulos. Chair Konstantopoulos led the Board and those in attendance in the Pledge of Allegiance. 3. PLEDGE OF CIVILITY: Presenter(s): Chair Konstantopoulos. Chair Konstantopoulos stated for the record, "We may disagree, but we will be respectful of one another. We will direct all comments to issues. We will not engage in personal attacks." 4. ROLL CALL: Presenter: Pension Plans Administrator Martin. Pension Plans Administrator Martin called roll. All trustees were present. 5. PUBLIC INPUT: None. 6. UNFINISHED BUSINESS: 6.1. Presentation and Discussion Re: Robbins, Geller, Rudman & Dowd, Rent-the-Runway Complaint. Presenter(s): Robert Robbins, Partner; Laura Stein, Of Counse!; Robbins, Geller, Rudman & Dowd. Laura Stein and Robert Robbins of Robbins, Geller, Rudman & Dowd (RGRD) appeared before the Board elephonically and introduced themselves. Larry Cole of Burgess, Chambers & Associates also appeared telephonically before the Board and introduced himself. Book 1 Page 324 12-19-2022 8:15 a.m. Book 1 Page 325 12-19-2022 8:15 a.m. Attorney Stein advised that RGRD's contract, as amended by Attorney Christiansen, is presented to the Board. She reiterated that the contract is a contingent fee/contingent cost retainer, there would be no out- of-pocket costs, and that the Plan's only investment would be its time. She discussed a similar case which has recently concluded in which the Ft. Myers Police Pension provided guidance and oversight in litigation brought against Luckin Coffee and recovered all of its losses. At Ms. Stein's request, Attorney Christiansen explained his and pension staff's roles in securities litigation, and that typically, staff time is minimal. He explained that, although he would charge for his services to review documents in the matter sO that he may present them to and discuss them with the Board, RGRD typically reimburses him for those fees SO that the Plan would not pay out of pocket for his services. He stated that, in a case such as Rent-the-Runway (RTR), staff involvement would likely be limited to documenting the ownership of the stock, and that similar cases have been litigated without the need for staff depositions. Trustee Hudgins noted that the contract allowed for a referral fee. Ms. Stein noted that item 9 in the contract indemnifies the Plan against counter-Itigation, although she has not witnessed counter-litigation in her experience. To Trustee Baty's question, Attorney Christiansen confirmed he had no conflicts of interest representing the Plan, along with RGRD representing the Plan, in the matter. To Chair Konstantopoulos' 's and Vice Chair Todd's questions, Attorney Stein confirmed RGRD requests the Plan file for lead plaintiff in litigation against RTR. She further explained that she does not know if other parties will move for lead plaintiff as well; on the due date for motions, the judge will review each petitioner and determine which is the most appropriate to represent themselves and all other participants in the class. Attorney Robbins noted the amount lost by the Plan and the infrequency in which a company loeses 90% of its value in the year following its initial public offering (IPO), as Rent-the-Runway did, but that to date, none of RGRD's clients have moved for lead plaintiff in this matter. Chair Konstantopoulos noted the infrequency in which the Board petitions for lead plaintiff; he asked the Board to discuss if the RTR matter was different from prior cases in which the Board declined to petition for lead plaintiff. Attorney Robbins explained that because the stock's decline occurred immediately following its IPO, and the Plan bought at the IPO, the itigation falls under the Securities Act of 1933 (1933 Act) which affords additional protections to investors than under other periods of a stock's decline. He explained that the suit currently includes claims under Sections 8 and 15, however, because the Plan purchased at the initial offering, it may add a claim under Section 12(a)(2); he asserted a claim under 12(a)(2) will strengthen the suit and increase the possibility of a recovery as it precludes a common defense strategy. Trustee Hudgins asked a series of questions regarding RGRD's staff and billing. Attorney Robbins explained that a case like this would typically involve one or two partners and two or three junior associates, and that all work, including discovery, document management, litigation, and appeals, would be performed by RGRD. Attorney Robbins's hourly rate is approximately $900 per hour and junior associates bill up to $800 an hour based on their experience, although their ultimate rates would be subject to review and approval by the presiding judge. Attorney Christiansen stated that he would bill at his usual rate for any work in this matter. Trustee Hudgins explained that RTR's stock comprised less than 1.5% of the Plan's assets with Franklin Templeton, and less than 0.005% of the entire Plan portfolio balance; in the context of the money raised in the IPO, the investment balance was not meaningful because it was a de minimis amount. He noted that fund managers are allowed to buy stocks which have been traded less than one year only if the market value oft those stocks is less than 25% of the market value of portfolio. Trustee Hudgins asserted the Board's position is, not to quibble over the misses," * of a fund manager, but to, 4 : pass judgment on the overall performance. . He explained that Franklin Templeton has beaten its benchmark over the past 5- and 10- year horizons as well as the Plan's assumed rate of investment return. He asserted RGRD's customary and routine contract is missing important details, including the number of attorneys working on the lawsuit, how much each attorney may charge per hour for their services, if there is any minimum amount of award which is not subject to legal fees, and ifi there is any limit on legal fees. Trustee Hudgins asserted the lawsuit may not be financially feasible for RGRD unless a class action comprised of multiple, public sector institutional investors joins the motion. He questioned the reputational consequences to the Plan and City of being lead plaintiff. Trustee Hudgins made a motion to decline to file for lead plaintiff in litigation against Rent-the-Runway; Trustee Baty seconded the motion. Attorney Robbins explained why attorneys' fees would not subsume any reçovery to the class, noting that even though attorneys in securities litigation will submit their billable hours and rates to the presiding judge at the conclusion of a case, attorneys instead request a percentage of the total recovery, which is typically between 25% and 33%; the amount awarded to the attorneys is subject to that judge's discretion. Further, the percentage RGRD would request would be discussed with the Plan and Plan's attorney before submitting it to the judge; in no case could the attorneys' fees eclipse the recovery to the class. Attorney Stein noted that this action was not a reflection on Franklin Templeton as they were misled by RTR's documents available at the IPO. She further noted that although the losses are relatively small compared to the overall size of the Plan, bad actors who take beneficiaries' money must be held accountable. To Chair Konstantopoulos' questions, Attorney Christiansen stated that, assuming the litigation was brought as a class action and was successful in generating a recovery, the Plan would receive the same amount if ity were lead plaintiff or a passive participant Attorney Christiansen could not confirm if other potential lead plaintiffs had losses comparable to the Plan's, but the Plan has been lead plaintiff in previous securities litigation. To Vice Chair Todd's questions, Attorney Robbins explained that being lead plaintiff would allow the Board to guide the litigation and bring a Section 12(a)(2) claim because it purchased at thei initial offering, but that securities litigation recoveries are of actual losses, and do not include punitive damages. Attorney Stein reiterated that in providing securities monitoring services, RGRD alerts its clients to losses it believes are due to false and misleading statements. Of the nearly 1,000 funds RGRD represents, the Plan is in a unique position because it purchased RTR at the initial offering and therefore allows for a more robust argument as to why RTR should be liable for its investors' losses. To Vice Chair Todd's question, Attorney Robbins advised the Securities Exchange Commission (SEC) has not brought any actions against RTR to date, however the 1933 Act was passed specifically to afford additional protections to investors from false and misleading statements made at IPOS. Mr. Cole stated that Franklin Templeton currently holds RTR, and that most of the damages were experienced in September 2022 as a result of the COVID-19 pandemic. RTR is 0.1% of Franklin Templeton's portfolio as of its November 2022 statement, and while they recommend purchasing RTR stock, Franklin Templeton does not appear bullish on that recommendation. Mr. Cole stated that Franklin Templeton nor he would opine on the merits of the Plan's decision regarding filing for lead plaintiff. The motion carried unanimously (5-0). Chair Konstantopoulos thanked Attorneys Robbins and Stein for their presentation. Vice Chair Todd asked when the Board would consider filing for lead plaintiff in a securities case. Trustee Book 1 Page 326 12-19-2022 8:15 a.m. Book 1 Page 327 12-19-2022 8:15 a.m. Hudgins explained that in this matter, the Board heard RGRD's arguments as to why RTR was at fault, but RGRD did not present any mitigating factors such as disclaimers required for an IPO. He asserted there could be reputational damage to the Plan which may jeopardize its relationships with prospective fund managers, and that RGRD had treated the Board as if it were too unsophisticated to understand the consequences of its actions in the matter. To Vice Chair Todd's question, Trustee Hudgins stated he would be more likely to agree to file for lead plaintiff if defalcation was involved. He asserted RTR has a reasonably strong business model for their localities, but there had been no defalcation and therefore no securities fraud that he could see. Secretary/Treasurer: Griggs noted the difficulty in differentiating between securities fraud and ambulance chasing; Trustee Hudgins noted the plan and City could be damaged by being perceived as engaging in ambulance chasing. Vice Chair Todd reiterated the potential reward to the Plan would be the same whether it was the lead plaintiff or a passive participant, and even if staff time were minimal, being lead plaintiff would require more staff time while being a passive participant would require no staff time. Trustee Hudgins noted that as a passive participant, Attorney Christiansen would have no involvement in the case on behalf of the Plan. To Vice Chair Todd's questions, Attorney Christiansen explained that, although the Board would have input as to what the attorneys would request for a fee, the presiding judge ultimately makes the decision based on the attorneys' time invested in the case, the amount of reward, and other factors. Attorney Christiansen discussed the topic of securities litigation and explained that, frequently, litigants do not recover the entirety of their losses, and in some cases, none at all. However, because the contract was contingent upon recovery, RGRD would bear all of the cost of litigation if no reward were made in the case. Vice Chair Todd asserted that, as described by RGRD in the December 9, 2022 meeting, RTR's actions may have been criminal, which would then be under the purview of the SEC. Attorney Christiansen noted many of his clients ask, in similar circumstances, if the SEC has brought action in a given matter. He explained that the SEC may not bring criminal charges in every circumstance in which action is warranted due to the volume of cases they review. 7. ADJORN. Chair Konstantopoulos adjourned the meeting at 10:47 a.m. D Chair Demetri Konstantopoulos Secretary/freasurer Shayla Griggs