MINUTES OF THE CITY OF SARASOTA GENERAL EMPLOYEES' PENSION PLAN BOARD OF TRUSTEES MEMBERSHIP MEETING OF MARCH 27, 2025 Present: Chair Ryan Chapdelain, Treasurer Kelly Strickland, Secretary Shayla Griggs, Trustee Robert Reardon, Trustee Barry Keeler, and Trustee Jan Thornburg. Others: Attorney Stuart Kaufman, Pension Plans Administrator Debra Martin, Senior Pension Analyst Anthony Ferrer, and Pension Specialist Peter Gottlieb. Absent: Vice Chair Mark Nicholas. 1. CALL MEETING TO ORDER: Chair Chapdelain called the City of Sarasota (City), General Employees' Pension Plan (Plan) Board of Trustees Regular meeting to order at 10:02 a.m. 2. PLEDGE OF ALLEGIANCE: Presenter(s): Secretary Griggs. The Board and meeting attendees stated the Pledge of Allegiance. 3. PLEDGE OF CIVILITY: Presenter(s): Chair Chapdelain. Chair Chapdelain stated for the record, "We may disagree, but we will always be respectful to one another. We will direct all çomments to issues, and we will not engage in personal attacks.' 4. ROLL CALL: Presenter(s): Debra Martin, Pension Plans Administrator. Pension Plans Administrator Martin called roll. Vice Chair Nicholas and Trustee Keeler were not present. 5. PUBLIC INPUT: None. 6. APPROVAL OF MINUTES: 6.1. Approval Re: Minutes of the General Employees' Pension Plan Board of Trustees Regular Meeting of February 20, 2025. Presenter(s): Chair Chapdelain. Treasurer Strickland made a motion to approve the minutes of the February 20, 2025, Regular Meeting; Secretary Griggs seconded the motion. The motion passed unanimously (5-0). 7. BOARD OF TRUSTEE REPORTS: 7.1. Presentation and Discussion Re: Annual Board Report for 2024. Presenter(s): Secretary Griggs. Book 1 Page 478 03-27-2025 10:30 a.m. Book 1 Page 479 03-27-2025 10:30 a.m. Secretary Griggs presented the Annual Board Report for 2024 and thanked the trustees for their exemplary service to the Plan. Trustee Thornburg made a motion to accept the Annual Board Report for 2024; Treasurer Strickland seconded the motion. The motion passed unanimously (5-0). Chair Chapdelain and the Board thanked Pension Administration for their efforts and support. 7.2. Presentation and Discussion Re: Proposed Annual Budget for Fiscal Year 2025 - 2026. Presenter(s): Secretary Griggs. Secretary Griggs presented the Proposed Annual Budget for Fiscal Year 2025 - 2026. To Trustee Thornburg's question, Secretary Griggs and Pension Plans Administrator Martin explained that the increase in the total proposed budget from the fiscal year (FY) 2025 budget was due to inflation and increases in Personnel Services, Legal and Judicial, and in Training, Travel & Conferences. A brief discussion amongst the trustees and Pension Plans Administrator Martin ensued. While the Board may increase the budget and individual line items at its discretion, a budget adjustment is not required if an individual line actual cost exceeded its respectively budgeted amount provided that the total expended amount for that year does not exceed the total budgeted amount. Although the actual cost for Training, Travel & Conierences in FY: 2024 was less than thel budgeted line amount, the: approved amount has remained the same for several years. The Board agreed by consent to increase the proposed budget line for Training, Travel & Conferences by $5,000 to $25,000. Trustee Thornburg made a motion to approve the Proposed Annual Budget for Fiscal Year 2025 - 2026 as amended to allow $25,000 for Training, Travel & Conferences; Secretary Griggs seconded the motion. The motion passed unanimously (5-0). 8. APPROVAL OF RETIREMENT REQUESTIS): None. 9. INVESTMENT PERFORMANCE REVIEW: 9.1. Presentation and Discussion Re: ClearBridge Investments, Performance Review as of December 31, 2024. Presenter(s): Jeffrey Layn, Client Portfolio Manager, ClearBridge Investments (Telephonic); Stephen Votto, Relationship Manager, Private Wealth. Division, Franklin Templeton (Telephonic). Matthew Reardon, Assistant Vice President, Client Portfolio Manager of ClearBridge Investments (ClearBridge), appeared before the Board elephonically, introduced himself, and advised that Mr. Votto and Mr. Layn were unable to attend. Mr. Reardon advised that Managing Director Peter Bourbeau retired in 2024 and has been replaced internally by Erica Furfaro; Ms. Furfaro's former position as Portfolio Analyst on the Large Cap Growth Strategy has been filled by Brian Hinkes. The Portfolio Management team page of the materials provides brief overviews of their respective experiences within the industry and ClearBridge tenure. Secretary Griggs left the meeting at 10:10 a.m. and returned at 10:12 a.m. Mr. Reardon provided a brief market and performance overview. He noted that a core principle of this strategy is diversification, however the large cap space and broader market have both been extremely concentrated in a select few mega-cap technology stocks, informally known as the "magnificent 7" which does not favor the portfolio; while the portfolio returned 28.8% on an absolute basis in 2024, it trailed its benchmark by approximately 4.5%. He explained that the largest detractors from performance in 2024, especially in Q4 2024, were defensive stocks in the health care sector which are not as economically sensitive as other sectors, as well as its underweight positions in the magnificent 7 stocks. Many of the portfolio's defensive stocks whichu underperformed in 2024 are outperforming in 2025 as the market broadens away from concentration. He reviewed some of the new and eliminated positions in 2024 with focus on the portfolio's healthcare holdings. Trustee Keeler joined the meeting at 10:15 a.m. Mr. Reardon reviewed the Portfolio Composition page of the materials. He highlighted how the portfolio's relative underweight to technology and overweight to healthçare hindered performance in 2024, however those positions are now benefiting performance in 2025. He discussed ClearBridge' 's decision to reduce its exposure to the semiconductor industry in 2025 as well as its positions in Apple and Microsoft; the pages titled The Divergent 7 and The Divergent 7 - Portfolio Allocation show that Apple and Microsoft had the least price volatility of the magnificent 7. The portfolio now has overweight allocations in Amazon and Meta which are expected to boost performance as the market broadens and investors' euphoria associated with artificial intelligence (AI) stocks begins to dissipate. Mr. Reardon noted that year-to-date in 2025, the portfolio is down approximately 4% while the index is down more than 7.5%, which reflects how well the defensive positions in the portfolio are performing. The Performance During Risk-Off Periods page of the materials further shows the portfolio's history of outperformance during draw-down periods in the market. The Board had no questions for Mr. Reardon and thanked him for his presentation. 9.2. Presentation and Discussion Re: Lazard Asset Management, Performance Review as of December 31, 2024. Presenter(s): Ben Young, Vice President, Lazard Asset Management. Ben Young of Lazard Asset Management (Lazard) appeared before the Board and introduced himself and his presentation. Mr. Young reviewed the page of the materials titled Lazard Global Listed Infrastructure (USD Hedge); he explained that Lazard considers itself a deep value investor which aims to capture 80% of global equity's upside with less volatility and risk. The portfolio maintains a constant passive hedge to remove the volatility associated with converting into and out of local currencies. He asserted the currency hedge reduces volatility by 1/3 compared to an un-hedged version of the portfolio. He reviewed the sypes of companies Lazard invests in, as listed on the page titled Not All Infrastructure is Created Equal, noting that it seeks companies with consistent, predictable, and even regulated returns, in industries with high barriers to entry; Lazard avoids volatile companies, such as those which are sensitive to energy prices, master limited partnerships, and some types of utility companies. To Chair Chapdelain's and Trustee Reardon's questions, Mr. Young clarified that the broadcast towers Lazard invests in have been for cellular telephone networks; while the portfolio has not held any broadcast tower companies in some time, the asset fits within Lazard's investment criteria because it tends to have stable and consistent income. Turning to the Portfolio by Country and Sector page, Mr. Young reviewed the geographic allocation. The allocation to the United States is significantly underweight relative to its benchmark which ranges from 50% to 60%; the portfolio is underweight as it avoids many of the energy-sensitive utilities which are prevalent in the benchmark. The porfolio's exposure to utilities comes predominantly from Europe. He added that the portfolio is holding approximately 7.5% in cash while short term interest rates are high, and it waits for infrastructure valuations to decline and become more attractive. He noted that the largest sector allocation isi in Toll Roads, and that Lazard also has a fondness for publicly traded airports because airline usage fees and vendor usage fees generate stable and consistent income. Book 1 Page 480 03-27-2025 10:30 a.m. Book 1 Page 481 03-27-2025 10:30 a.m. To Trustee Reardon's question regarding any declines in travel-related industries, Mr. Young explained that Lazard has noticed very little negative performance in the toll road and airport sectors; in Q4 2024 the portfolio added an airport in New Zealand, and Ferrovial, a toll road operator, was one of the largest contributors to performance in 2024. Mr. Young reviewed the Performance Summary page of the materials. Year-to-date through close of business on March 26, 2025, the portfolio returned, net of fees, 5.07%; the MSCI World Index returned 0.3%, and the S&P 500 returned -2.5%. Mr. Young compared the 1-year return to the Global Infrastructure Index. Al has dominated world economies, and the energy demands of Al data centers have been sufficiently substantial to drive up values of utility companies; in 2024, the sector was up approximately 25% and narrowly outpaced the S&P 500. Because Lazard tends to favor energy distributors over energy producers, the portfolio lagged its index over the 1-year timeframe. He discussed some of the specific portfolio holdings, noting that while it leans away from energy producers due to their general volatility, it does hold some energy producers in the portfolio, such as Ferrovial. Turning to the Stock Contribution - Top Contributors and Detractors page, Mr. Young discussed how SES and Eutelstat, which are satellite operations companies, detracted from performance in Q4 2024 and the entire year, but are now up year-to-date 70% and 270% respectively because European countries are realizing they will each need to increase their respective military spending as the United States withdraws. He stated that Ferrovial and American Electric Power contributed to performance for the year, showing how the portfolio participates in the energy demand. To Trustee Reardon's question, Mr. Young explained how Lazard invests in toll roads. Most investments are through holding companies which have contracts with local governments, and some are through Capital Expenditures. He added that Lazard favors toll roads, in part, because of the cperator's ability to automatically pass through inflation costs to users without going through industry regulators. Mr. Young concluded his remarks with a market outlook. The page titled Lazard Global Listed Infrastructure VS MSCI World shows the portfolio's price to earnings ratio compared to those of global equities. He noted that the portfolio is currently the least expensive in the last 15 years, making it an attractive component of al broad and diversified portfolio. To Trustee Reardon's question, Mr. Young explained that, based on the long-term annualized performance numbers, the portfolio tends to perform well after periods of low relative price to earnings ratios and tends to be within its 8% to 10% return objective. The Board had no further questions and thanked Mr. Young for his presentation 10. UNFINISHED BUSINESS: None. 11. NEW BUSINESS: None. 12. ATTORNEY MATTERS: 12.1. Presentation and Discussion Re: Segall Bryant & Hamill Correspondence Dated March 14, 2025. Presenter(s): Stuart Kaufman, Klausner, Kaufman, Jensen & Levinson. Attorney Kaufman explained that Segall Bryant & Hamill's (SBH's) parent company, CI Financial Corp., is being acquired Accelerate Holdings Corp., which, as noted in the letter, is controlled by Mubadala Capital; Attorney Kaufman found that Mubadala Capital is owned by United Arab Emirates Sovereign Wealth Fund. He reviewed the matter with Scott Owens of Graystone Consulting, who has no issues with the ownership chain. Attorney Kaufman asked the Board to consent to the transaction. He provided a Memorandum from as separate client regarding a CI Financial Corp. transaction for the Board's review and noted that the United Arab Emirates is not considered a foreign country of concern which would necessitate additional due diligence. Trustee Reardon noted that the Memorandum states that CI Financial Corp's investment thesis asserts it is a better investment on the Canadian stock market, but ithas no indication of being relisted on a domestic market. Attorney Kaufman advised this may be a temporary circumstance. Trustee Thornburg noted that the Board had decided to invest in SBH as a short-term investment. To her question, Attorney Kaufman confirmed that SBH's brand name will remain unchanged during the transaction. Trustee Reardon made a motion to authorize the Chair to execute the consent. Trustee Thornburg seconded the motion. The motion passed unanimously (6-0). Attorney Kaufman advised that he is updating the Summary Plan Description (SPD) as required by law, and he has received the actuarial information from Gabriel, Roeder, Smith, and Company. He will present the updated SPD at the Board's April 24, 2025, regular meeting. To Chair Chapdelain's question, Attorney Kaufman reported that there have been no new legislative initiatives which could impact the Plan. 13. OTHER MATTERS: 13.1. Presentation and Discussion Re: Administrative Expense Budget for October 1, 2024, through December 31, 2024. Presenter(s): Debra Martin, Pension Plans Administrator. Pension Plans Administrator Martin presented the Administrative Expense Budget for the period listed. She noted that the items with no expenditure are due to the timing of the respective invoices. The Board had no questions regarding this item. 13.2. Presentation and Discussion Re: Check Register for October 1, 2024, through December 31, 2024. Presenter(s): Debra Martin, Pension Plans Administrator. Pension Plans Administrator Martin presented the check register for the period listed. The Board had no questions regarding this item. 13.3. Presentation and Discussion Re: Asset Allocation as of February 13, 2025. Presenter(s): Debra Martin, Pension Plans Administrator. Pension Plans Administrator Martin presented the Asset Allocation as of March 17, 2025; the Board had no questions. Pension Plans Administrator Martin advised that Chair Chapdelain's and Trustee Reardon's seats, which are seats GP2 and GP5, respectively, expire on June 30, 2025. Seat GP2 is elected by the membership; Pension Administration determined timelines for the nomination process, and if needed, an election process, in accordance with the Board's current operating rules. Seat GP5 is appointed by the City Commission and applicants who wish to be considered must apply on the City's website under Advisory Boards. Book 1 Page 482 03-27-2025 10:30 a.m. Book 1 Page 483 03-27-2025 10:30 a.m. To Trustee Keeler's question, Pension Plans Administrator Martin advised that the Membership Meeting start time was changed from 10:30 a.m. to 10:00 a.m. to accommodate a City Commission meeting later in the day. The remaining Board meetings in 2025 are tentatively scheduled to start at 10:30 a.m. but may change as needed; Pension Administration will provide notice of any changes to the meeting schedule. 14. ADJOURN. Chair Chapdelain adjourned the General Employees' Pension Plan Board of Trustees mesting at 10:52 a.m. SRL mA Chair Ryan Çhapdelain Secretans Shayla Griggs