MINUTES OF THE CITY OF SARASOTA FIREFIGHTERS PENSION PLAN BOARD OF TRUSTEES REGULAR MEETING OF MAY 22, 2024 Present: Chair Michael Hartley, Vice Chair Charles Joseph, Secretary/Treasurer Shayla Griggs, Trustee Scott Snow, and Trustee Heather Mushrush. Others: Attorney Madison Levine telephonic), Pension Plans Administrator Debra Martin, and Pension Specialist Peter Gottlieb. Absent: None. 1. CALL MEETING TO ORDER: Presenter(s): Chair Hartley. Chair Hartley called the Sarasota Firefighters' Pension Plan (Plan) Board of Trustees Regular meeting to order at 9:01 a.m. 2. PLEDGE OF ALLEGIANCE: Presenter(s): Secretary/reasurer Griggs. Secretary/Treasurer: Griggs led the Board and meeting attendees in the Pledge of Allegiance. 3. PLEDGE OF CIVILITY: Presenter(s): Chair Hartley. Secretary/Treasurer Griggs stated for the record, "We may disagree, but we will be respectful to one another. We will direct all comments to issues. We will not engage in personal attacks." 4. ROLL CALL: Presenter(s): Debra Martin, Pension Plans Administrator. Pension Plans Administrator Martin called roll; all trustees were present. 5. PUBLIC INPUT: None. 6. APPROVAL OF MINUTES: 6.1. Approval Re: Minutes of the Firefighters' Pension Plan Board of Trustees Regular Meeting of April 24, 2024. Presenter(s): Chair Hartley Vice Chair Joseph made a motion to approve the minutes of the April 24, 2024, Regular meeting; Trustee Mushrush seconded the motion. The motion passed unanimously (5-0). 11. OTHER MATTERS: Book 1 Page 424 05-22-2024 9:00 a.m. Book 1 Page 425 05-22-2024 9:00 a.m. At the Chair's request, the Board consented to changing the order of the day to hear items 11.1., 11.2., and 11.3. next. 11.1 Appointment Re: Selection of Chair. Presenter(s): Chair Hartley. Chair Hartley offered to continue to serve as Chair at the Board's pleasure, effective July 1, 2024. Vice Chair Joseph nominated Chair Hartley to continue serving as Board Chair; Secretary Griggs seconded the motion. The Board approved Chair Hartley's nomination to Board Chair on consent. 11.2. Appointment Re: Selection of Vice Chair. Presenter(s): Chair Hartley. Secretary Griggs nominated Vice Chair Joseph to continue serving as Board Vice Chair, effective July 1, 2024; Trustee Snow seconded the motion. The Board approved Vice Chair Joseph's nomination to Board Vice Chair on consent. 11.3. Appointment Re: Selection of Secretary/Treasurer. Presenter(s): Chair Hartley. Chair Hartley nominated Secretary/Treasurer Griggs to continue serving as Board SecretanylTreasurer, effective July 1, 2024; Trustee Mushrush seconded the motion. The Board approved Secretary/Treasurer: Griggs' nomination to Board Secretary/Treasurer on consent. 7. INVESTMENT PERFORMANCE REVIEW: 7.1. Presentation and Discussion Re Graystone Consulting, Quarterly Performance Review as of March 31, 2024. Presenter(s): Scott Owens CFA, CIMA, Managing Director - Wealth Management, Institutional Consulting Director, Corporate Retirement Director, Impact Investing Director, Alternative Investment Director; Theodore Loew, CFA, Vice President, Institutional Consultant; Graystone Consulting. Scott Owens and Theodore Loew of Graystone Consulting (Graystone) appeared before the Board and introduced themselves and their presentation. Noting that 1 year ago, market analysts' 12-month forecasts have shown to have been entirely wrong, Mr. Owens stated that the portfolio had a strong performance in 2023. Over the trailing 12 months, the market's large cap growth sector is up 40%, the S&P 500 is up 30%, and the portfolio is up 12.94% on a net basis. Graystone's Chief Investment Officer anticipates earnings to be higher than forecasted because the market's growth was attributed to multiple expansion. Mr. Loew reviewed the Capital Market Returns pages of the materials, noting the S&P 500 return Quarter- to-Date in 2024 is almost equal to the 10-year annualized return; Graystone asserted the market's exuberance is due to anticipation that the Federal Reserve (Fed) will begin to reduce short-term interest rates during 2024. The market has been reacting contrary to expectations as rallies occurred after lower- than-expected Gross Domestic Product and labor numbers were reported; this bodes well for an economic soft-landing" in which inflation is brought under control while employers avoid having significant layoffs. The possibility of a soft-landing notwithstanding, investors are now in a speculative market and analysts recommend caution. Large cap growth has outperformed value for the quarter and trailing 12 months. The "magnificent 7" stocks, which previously drove the market, have pared down to just 4 stocks referred to as the "Fab 4;" Because the Fab 4 stocks hold such a concentration in the index that investors who do not have similarly substantial positions in them will underperform on a relative basis. Ini international markets, Mr. Loew reminded the Board that equity trading requires investors to first convert US Dollars into local currencies before making the investment and then convert back to US Dollars at divestment. Because the US Dollar has been improving, investors lose value when they convert from local dollars to US Dollars at divestment; for this reason, the MSCI EAFE quarter- and year-to-date returns in Local Currencies are almost twice those in US Dollars. Mr. Loew explained that the strong demand for US Dollars is related to 2 wars which are stressing local economies, as well as advancements in artificial intelligence (AI) in American companies; as the world normalizes, the US Dollar will lose value and investors will benefit when converting from local currencies to US Dollars, and it would be advantageous at that time to overweight in international equities. In Emerging Markets, however, negative returns in China have dragged down the entire MSCI EM index over the 3-year period. He noted that China's economy is experiencing a real estate crisis similar to what occurred in the United States in 2008 and 2009, deflation, and rising unemployment; China is lowering interest rates to in attempts to spur growth. In Fixed Income, almost all the domestic indexes have negative quarter-to-date returns, again demonstrating that, as interest rates rose from 3.8% to 4.5%, fixed income returns decline. That notwithstanding, rising interest rates produce higher yields on new investments and Graystone has begun recommending investors add to the asset class while the yield curve is inverted and 1-month, 6-month, and 1-year bonds pay more than 5- and 10-year bonds. Turning to pages 8 and 9 of the materials, Mr. Loew explained that the NYSE FANG+ stocks have produced the majority of the gains in the S&P 500, and that the growth market has further concentrated over the last 12 months in technology stocks. In this environment, the market is driven by stock prices instead of fundamentals and investors experience "fear of missing out;" he reminded the Board that the technology sector is very cyclical and that 5 years ago, Nvidia, which is currently one of the most volatile stocks, had no revenue and was a lagging stock. Further, that volatility can disappear almost instantly and could lead to a crash. On the Recession Indicators page of the materials, Mr. Loew explained that there can be a significant lag from when the economy shifts from periods of expansion to contraction, as happened during the 1980s; he noted that Google, Nike, Wal-Mart, Tesla, and Amazon have either announced layoffs or have already laid off employees recently, suggesting a period of economic slowdown. As the economy is consumer-driven, more consumers will be delinquent on debt payments, further stressing the economy: The Inventories VS. Demand page shows, as indicated by the dark blue line, inventories are increasing which suggests sales are decreasing; as inventories grow, retailers may begin reducing prices and holding sales to encourage purchasing. The light blue line is manufacturing, and rates under 50% indicate the economy is slowing. On page 15, Mr. Loew reminded the Board that the US economy has never been. in recession with unemployment below 4%; although current unemployment levels have neared 4%, it has remained below, and a full labor market has helped keep the economy out of recession, albeit with sticky inflation. On the PCE Inflation and the Fed's Target page, Mr. Loew noted that over the last several months, the annualized rate of inflation is approximately 3.6% which caused a market sell-off in April 2024. Until inflation consistently trends down and is within the Fed's target of 2% to 2.5%, Graystone anticipates more market volatility and for interest rates to remain higher. Pension Specialist Gottlieb left the meeting at 9:24 a.m. and returned at 9:25 a.m. Turning to the Asset Allocation & Time Weighted Performance pages of the materials, Mr.-Owens discussed the portfolio's returns. He noted the portfolio slightly trailed the benchmark over the 1-year timeframe Book 1 Page 426 05-22-2024 9:00 a.m. Book 1 Page 427 05-22-2024 9:00 a.m. because the portfolio is defensive, and the portfolio was positioned especially defensively in 2023. The Asset Allocation Compliance on page 25 shows the portfolio is overweight in stocks and cash and underweight in fixed income and alternatives; he noted that the cash overweight is defensive because money market accounts are paying relatively well now due to high short-term interest rates. Page 26 of the materials shows each sector is allocated very close to its respective target, with the exception of the large cap growth space which has been the best performing sector. Mr. Owens reviewed each of thet fund managers. Wedge has consistently outperformed its benchmark over all timeframes; its high alpha, or risk-adjusted measurement of performance, outweighs its risk and affords al higher return. Hudson Edge has a negative alpha because it provided the same return as its benchmark but at a higher risk; Graystone continues to monitor Hudson and may recommend in the future to move some portion ofl Hudson's investment into Wedge to reduce risk. Sawgrass underperformed relatively which was entirely predictable. Mr. Owens reiterated the difficulty active managers have in the large cap growth space due to the outperformance of the Magnificent 7, and now Fab 4 stocks, as well as the benchmark's concentration in them; active managers are typically prevented from holding such high concentrations. He added that when the Magnificent 7 stocks underperformed in 2022, Sawgrass outperformed. Chair Hartley noted that Sawgrass appeared at the Board's April 24, 2024, meeting and similarly explained their performance; he noted Sawgrass' long history with the Plan. Mr. Owens advised the Board that Sawgrass will continue to underperform in bull markets and outperform in bear markets. Chair Hartley advised that he compares Sawgrass to Brown, which has a nearly identical 3-year return, demonstrating it is performing as intended. Mr. Owens agreed and noted that Brown has a positive alpha over longer timeframes. He explained to the Board that when he polls his clients if they prefer to preserve more asset values in down markets in exchange for less returns in up markets when other fund managers have higher up-capture rates, most of his clients tend to prefer downside protection, especially if the fund has a positive alpha and their portfolios are meeting their actuarial assumptions. Mr. Owens discussed DePrince, Race & Zollo (DRZ). Despite DRZ's 106.66% up-capture and 95.78% down-capture, the small cap value market has been driven by the largest companies while DRZ's portfolio tends to hold smaller companies; Mr. Owens noted DRZ's performance over time and expressed confidence it will rebound. Oak Ridge continues to underperform; over the 1-year period, it has underperformed by 10.19%. He noted that there are other SMID growth managers which are similarly low risk but have higher up-capture rates. Lazard outperformed both in the current quarter and 1-year timeframes, although it underperformed when the Plan initially invested and is reflected in the Since Inception timeframe. To Chair Hartley's question, Mr. Owens explained that Lazard is a value manager operating in a growth- favored environment, and its current outperformance is the anomaly. He noted that international funds further split their investments between emerging and developed markets depending on which is favored at the time and is analogous to a SMID manager. Lazard's outperformance over the last few time periods is likely a result of good stock-picking choices. Mr. Owens reminded the Board that Renaissance keeps a 2% weighting in 50 stocks in its portfolio, and it will sell off the portions which grow beyond 2%, and then reinvest the proceeds into allocations which are less than 2% and expected to outperform; he called this process alpha through rebalancing. He noted that in 2022 or 2021, Renaissance's 1-year and 3-year performance numbers were negative, and a few good quarters have brought up those averages. While Renaissance's strategy will not produce positive returns when the entire market consistently rises, it will outperform during periods of volatility as seen in the current environment. He stressed the importance of investing in fund managers that serve specific purposes within a portfolio, and not selecting a manager because of attractive pricing. Richmond Capital, as a fixed income manager, continues to perform consistently. Mr. Owens noted the dramatic difference between the Fiscal YTD and 1-year numbers, which reflects how unexciting the fixed income market had been, and the Current Quarter, which reflects the unexpected rise in interest rates and is driving returns down. UBS TPF, along with most every other real estate fund, remains illiquid; however, because real estate fund prices have dropped and capitalization rates have increased, now would be a good entry point for portfolios which do not have real estate allocations. The push to bring workers back into office settings full time and low interest rates are positive indicators this class will rebound in the near future, although there currently are few transactions occurring which is driving valuaticns down. The UBS TPI fund functions more like a bond fund as it generates income by investing in the monies lent out for commercial properties; the same issues which plague the TPF also impact the TPI fund. Mr. Owens noted that the Since Inception numbers for both the TPF and TPI fund are higher than the portfolio's bond fund, and therefore real estate has reduced risk through diversification and provided a higher income on an absolute basis, however, being illiquid has prevented timely divestment when the fund price declined. Cohen & Steers had a rocky start but has begun to outperform over the quarter, Fiscal YTD, and 1-year periods. It has lower risk and therefore is a portfolio diversifier, and iti is providing a 4% to 5% income yield. Mr. Owens noted that the only compliance issue is the result of a typographical error on the Investment Policy Statement (IPS) in which the ranges are reversed; a revised IPS is on the agenda to discuss. Mr. Owens concluded his prepared remarks by advising he has no recommendations, other than to hear from SMID managers as stated on the agenda and continue to monitor the large cap value and growth spaces. The Chair and Mr. Owens discussed divesting from its real estate fund managers. Mr. Owens noted that many of his clients' attorneys have confirmed the lliquidity of the asset class. To Chair Hartley's questions, Mr. Owens noted that while Master Limited Partnerships (MLPs) are performing well now, the Board chose to invest with Cohen & Steers because of its exposure to MLPs; other infrastructure funds considered at the time did not. He explained that MLPs incur a specific tax liability if the investment earned money from something other than the company, meaning the fund held an investment that wasn't an MLP, then the shareholder, even a non-taxable entity such as the Plan, could incur a taxes consequence. Further, there are many MLPs which are converting into C-Corporations which negate the benefit of being in an MLP. While Graystone likes MLPs, the advantages were slowly disappearing. He confirmed to Chair Hartley that Brookfield is an MLP. 8. UNFINISHED BUSINESS: 9. NEW BUSINESS: 9.1. Presentation and Discussion Re: Graystone Consulting, Investment Policy Statement as of May 22, 2024. Presenter(s): Scott Owens CFA, CIMA, Managing Director - Wealth Management, Institutional Consulting Director, Corporate Retirement Director, Impact Investing Director; Alternative Investment Director; Theodore Loew, CFA, Vice President, Institutional Consultant; Graystone Consulting. Chair Hartley noted the change is on page 4. Vice Chair Joseph made a motion to approve the updated Investment Policy Statement as of May 22, 2024; Secretary/Treasurer Griggs seconded the motion. The motion passed unanimously (5-0). 9.2. Presentation and Discussion Re: Manager Search, Congress Asset Management Company. Presenter(s): Christopher Lagan CFA, President; Nancy Huynh, Senior Vice President, Chair of the SMid Growth Strategy; Congress Asset Management Company. Christopher Lagan and Nancy Huynh of Congress Asset Management Company (Congress) appeared before the Board and introduced themselves. Mr. Lagan provided a brief firm history and recognized Congress' role as a fiduciary to its clients. It is an independently owned and family-run firm, there are no anticipated changes which may cause concern for Book 1 Page 428 05-22-2024 9:00 a.m. Book 1 Page 429 05-22-2024 9:00 a.m. investors, and the firm serves only 2 clients: its fiduciary intermediaries, and its employees. He advised that Ms. Huynh, an employee since 1988, is the Chair of the SMID Growth Committee and has final authority for all investment decisions in that strategy. Congress' stable team is an assurance the strategy will not drift from its style. The market cap of stocks it typically buys is between $5 Billion and $50 Billion. It looks for earnings positive companies which are growing their revenues and margins, generating free cashflow, and prudently use debt. These criteria have provided, since inception, 100% upside capture and approximate 77% downside capture; he noted that Congress uses these criteria across all of its offered strategies. Its upside and downside capture rates allow itt to compound capital at an accelerated rate; in this strategy, it has compounded capital slightly less than 3 times while the benchmark has compounded capital only 2 times. He reiterated what Congress looks for in companies in which they invest. To Chair Hartley's questions, Mr. Lagan explained that he and his 2 brothers own 100% of the voting shares in the firm; the remaining shares are owned by other family members. He noted that his father, a founding partner of the firm, passed away 10 years ago. He has no plans to retire, change ownership, or change the investment decision making process. He added that, although he is an owner of the firm, Ms. Huynh has final decision-making authority in this strategy. Ms. Huynh reviewed the Congress SMID Growth Investment Team page of the materials and discussed the SMID Growth Investment Policy Committee's decision-making process as supported by the Equity Research Team. She expanded upon each of the Key Investment Tenets listed on page 6 of the materials and explained how the Case Study of PTC exemplifies Congress' Fundamental Research Process and leads to its decision to purchase a stock. Turning to the Sell Discipline page, Ms. Huynh noted their market cap ceiling is $50 billion, and it will sell stocks which reach that threshold. She discussed the Portfolio Characteristics on page 11, noting the portfolio is underleveraged relative to the Russell 2500 Growth benchmark which provides significant upside protection. To Chair Hartley's questions, Mr. Lagan and Ms. Huynh advised that the portfolio holds 40 to 50 stocks and currently ithas 42. Congress typically trims positions at 5% of the portfolio value, and its allocation in Comfort Systems USA, at 6.1%, was due to an unexpected run over the last 18 months; it has begun to rebalance that holding. Ms. Huynh explained, regarding thel Portfolio Allocation page, that Congress is "benchmark aware, * but does not explicitly tie its weightings to the benchmark. While it looks to the benchmark for stocks which exemplify Congress' key tenets, its overweight positions are in the sectors in which it finds the most opportunities. Mr. Lagan discussed the portfolio's characteristics over time as shown on the Congress SMID Growth Growth Characteristics pages. Market cap has traditionally been higher than the benchmark's but within an acceptable range; beta has been less than the benchmark's. The portfolio's operating margin and net margins, and Free Cash Flow Yield are consistently above the benchmark; its long-term Debt/Cap is consistently lower than the benchmark's. He asserted Congress' 30+ year experience has taught them how to construct a durable portfolio. He reviewed the Congress SMid Growth Factors Exposures, Composite Risk/Return Profile, and Composite Up/Down Market Capture Ratios pages. He added that Congress makes its investment decisions only on pecuniary factors, as required by Florida law. To Chair Hartley's and Trustee Snow's questions, Congress manages portfolios for some public entity funds in St. Petersburg, as well as in Broward County. Congress has clients which are closed plans and is comfortable those funds shift investment strategy from generating income to drawing down principle. Mr. Owens asked, considering the market is currently being driven by large cap stocks, what Congress' average stock's capitalization was relative to the benchmark. Mr. Lagan explained that it is typically very close to that of the benchmark, it is not overweighting larger stocks, and they typically sell when a stock's capitalization reaches $50 Billion. To Trustee Snow's questions, Mr. Owens explained that although the Russell 2500 Growth benchmark is not one of the indices presented in Graystone's materials, Graystone's independent Global Investment Analysis process determined that is the most appropriate benchmark for the fund; while it may not be listed on ai full list of indices, it would be listed on the individual manager's page. To Vice Chair Joseph's question, Mr. Lagan advised that Congress charges 50 basis points; the minimum initial investment is well below the Plan's mandate. The Board had no further questions for Congress and thanked them for their presentation. 9.3. Presentation and Discussion Re: Manager Search, Fiera Capital Corporation. Presenter(s): Eleni Southworth, Principal, Institutional Relationship Manager; Stephen Malone, Client Portfolio Manager; David Cook, Equity Analyst and Portfolio Manager; Fiera Capital. Eleni Southworth, Stephen Malone, and David Cook of Fiera Capital Corporation (Fiera) appeared before the Board and introduced themselves. Ms. Southworth provided a brief firm and strategy overview as listed in the materials on the pages titled Firm Overview (in USD) and SMID Cap Growth Strategy Profile. She noted the SMID strategy is Fiera's flagship strategy, andi it currently has 3 other firefighters' pension plans as clients; they have been clients since 2015. She advised that each investment team operates as its own boutique within the firm, and therefore each team benefits from resources on the scale of a firm which has $122 billion in assets under management. Mr. Malone discussed Fiera's ohilosophy as stated on the Investment Philosophy page of the materials. It seeks companies which are fundamentally solid and are simultaneously backed by long-term secular tailwinds which it believes supports the earnings stream and future growth potential of the company. It tends to hold stocks for 3 to 5 years and the portfolio holds both stable and emerging growth companies which have large, unmet, total addressable markets with paradigm-shifting technologies. Mr. Malone reviewed the Fiera Apex Team, noting it has double coverage in the Health Care, Technology, and Discretionary sectors because those are influential sectors. Mr. Malone added that the investment committee's compensation structure is predicated on the 3- and 5-year outperformance of the strategy relative to its benchmark. Mr. Cook asserted the investment team's depth of experience and sector expertise has led to its relative outperformance over every timeframe, including since inception. The strategy attempts to take a "mature adult" approach to investing by applying screens which are customized for each sector as the investment criteria appropriate for an emerging health care company may not be appropriate for a financial sector company. He noted that while looking for growth in growth sectors, the strategy avoids high growth financials. Fiera identifies economic sectors with solid trends and gaining shares, and then selects leading companies within the identified sectors. Within the portfolio, Fiera tries to balance the portfolio with approximately 60- 80% in stable growth companies and 20-40% in emerging growth companies, which provides the most upside capture with downside protection. When reviewing company-level forecasting against actual performance over time, Mr. Cook asserted that most predictions are widely off base; Fiera accordingly aims for accuracy more than precision. To Chair Hartley's question, Mr. Cook advised he, nor other leaders in the company, have any plans to retire or leave the firm. Mr. Cook noted that Fiera provided 3-year and 5-year Risk Statistics as stated on page1 16 of the materials which prevents disguising either low or high beta, or the measurement of a stock's price compared to the market, as alpha, or how well a stock performs compared to a benchmark. Although Fiera's statistics may look comparable to the broader market, he asserted Fiera outperformed the benchmark 85% to 90% of measured quarters. Mr. Cook discussed Fiera's Add or Delete Discipline on page 12 of the materials which constantly improves the quality of the portfolio. He provided an anecdote ofhow Fiera came to hold a position in Shockwave because of its anticipated advancements to medical technology which exemplifies Fiera's intent to buy emerging growth companies which will later become stable growth companies. To Chair Hartley's questions, Mr. Cook advised that he would likely present performance reviews to the Board, and Mr. Malone advised that Fiera charges 60 basis points. Mr. Malone further explained that, on the Composite Performance Summary page oft the materials, the number of portfolios decreases over time while Assets Under Management increases because of programs in which Fiera participates with investment consultants. Fiera is only allowed to display portfolios it offers directly because the portfolios offered through investment consultants have separate fee structures. Book 1 Page 430 05-22-2024 9:00 a.m. Book 1 Page 431 05-22-2024 9:00 a.m. To Vice Chair Joseph's question, Ms. Southworth advised that Fiera's client list includes firefighter pension plans in Florida from the Cities of Ormond and Sebastian; there is an additional firefighter pension plan however it is outside of Florida. The Board thanked Ms. Southworth, Mr. Malone, and Mr. Cook for their presentation. Mr. Owens appeared before the Board and compared Fiera' and Congress' performance metrics. Fiera has a higher alpha than Congress because it has al higher upside capture, however it also has a higher downside capture; alternately, Congress is more protective during down markets, and it has a lower standard deviation, volatility, and beta. Chair Hartley noted that Fiera was down significantly more than Congress in 2018, which was a down year for the market. Mr. Owens agreed, noting that type of performance is to be expected, however in up years, Congress will not rise as much as Fiera. Notwithstanding, Congress and Fiera are very comparable strategies. To Vice Chair Joseph's question, Mr. Owens noted that Congress is an older firm than Fiera, however the individual strategies may be younger. To Chair Hartley's and Vice Chair Joseph's questions, Mr. Owens advised he supports, the Board's choice to divest from Oak Ridge for Fiera or Congress; both firms have lower fees and bettèr returns than Oak Ridge, as well as all of the characteristics the Board looks for in a manager. Congress has less risk than Oak Ridge while Fiera's risk is slightly higher. On a 5-year trailing return, Oak Ridge was 8%, Congress was 18%, and Fiera was 17%. On a 10-year trailing basis, Fiera's returni is nearly double that of Oak Ridge. Considering Oak Ridge has positive alpha, and its downside capture is less than 100%, iti is outperforming thel benchmark, however there are better performing and less expensive managers in the space. Chair Hartley expressed support for divesting from Oak Ridge, but cautioned against finding an overly aggressive replacement, and instead looking for a conservative and consistent performing manager. Mr. Owens continued to compare Fiera and Congress, noting that Fiera is more volatile, and Congress is more consistent and less expensive. Vice Chair Joseph noted that Oak Ridge performed the services they were paid to do and performed as expected, however there are better funds in which to invest, and that he would support transitioning to Congress. Vice Chair Joseph made a motion to reallocate the total balance from Oak Ridge to Congress and authorize Chair Hartley to sign on behalf of the Plan, an investment contract with Congress; Secretary/Treasurer Griggs seçonded the motion. The motion passed unanimously (5-0). Mr. Owens advised he would work with Pension Administration and Sugarman & Susskind to finalize a contract between the Plan and Congress and transition the balance at Oak Ridge in kind to Congress sO that Plan assets are never out of the market. Secretary/Treasurer Griggs left the meeting at 10:45 a.m. To Chair Hartley's question, Mr. Owens confirmed the Board advised Congress that because the Plan is closed, it may take regular distributions to cover benefit expenses. Pension Plans Administrator Martin asked Mr. Owens to explain the "in kind" transfer and reminded him that the Plan must maintain ownership of approximately 200 shares of Xponential due to potential litigation. Mr. Owens explained that an "in kind" transfer coordinates which stocks are in Oak Ridge's portfolio with those in Congress' so that, when the same stock is in both portfolios, the Plan isn't charged transaction fees to sell then buy the same stock. He advised he would notify Timothy Haugaaurd at Graystone to confirm 200 shares of Xponential are retained; he asked Pension Plans Administrator Martin to also include that in her correspondence to Sugarman & Susskind as well as with Graystone. Mr. Loew added that the shares may be moved into a separate account sO that they are not accidentally sold. To Trustee Snow's question regarding the real estate redemption queue process, Mr. Owens explained that the Plan could decide to refuse to accept a partial redemption payment and instead have that amount reinvested while the total redemption remained in queue; the real estate fund would continue to make partial redemption payments until the total redemption request is satisfied or the Plan cancelled the request. To Chair Hartley's question, Pension Plans Administrator Martin explained that the current redemption request is for $4 million, and approximately $250,000 has been paid to date; the amount paid to date is being held in the Plan's cash account. The Board thanked Mr. Owens and Mr. Loew for their presentation. 10. ATTORNEY MATTERS: Attorney Madison Levine appeared before the Board telephonically and reminded the Board that trustees must file their Form 1 Financial Disclosure through the Commission on Ethics' (Commission) web portal by July 1, 2024; if the disclosure is not filed by the end of the grace period, the Commission will charge a fee. 12. ADJOURN. Chair Hartley adjourned the meeting at 10:51 a.m. S6 Eg CWair/Michael Hartley SecretarylTidasurer Shayla Griggs Book 1 Page 432 05-22-2024 9:00 a.m.