Appointed Representative Plan Administrator

JAMES M. CONCIALDI, CH JOEL THOMPSON

Appointed Representative Plan Administrator

KATHY KOEN

Elected Representative

MARK MEARS

Elected Representative

ADELBERT OLIVAS

County Treasurer

JUDY A. MARTINEZ

Appointed Representative

BOARD OF RETIREMENT

PUEBLO COUNTY, COLORADO

MINUTES

June 26, 2017

ROLL CALL

Board of Directors:

James Concialdi, CH Present

Kathy Koen Proxy to DO

Mark Mears Present

Judy Martinez Present

Del Olivas Present

Also in attendance:

Dale Connors Ellwood

Bill Detweiler Conduent

Andy Fiegel Ellwood

David Kershner Conduent

Michael Komori Western Asset

Tina Seburg US Bank

Donnie Sedillo Employee

Joel Thompson Plan Administrator

CALL TO ORDER

Mr. Concialdi welcomed Mr. Mark Mears who was elected by the employees of Pueblo County to a four-year term beginning June 15, 2017.

A quorum was established and James Concialdi, chairman, called the meeting to order at 1:00 p.m.

APPROVAL OF CONSENT AGENDA

Mr. Concialdi asked for approval of the consent agenda. Ms. Martinez moved for approval. Mr. Olivas seconded and the Board approved.

Minutes

June 26, 2017

Page 2

TRUSTEE BANK UPDATE – US BANK

Ms. Tina Seberg, Vice President/Relationship Manager visited from the US Bank Denver office to give an update to the Board. (Presentation attached).

INVESTMENT MANAGER REPORT – WESTERN ASSET MANAGEMENT

Mr. Michael Komori, CFA, Director and Portfolio Specialist of Western Asset Management visited from his office in Pasadena, CA to give an overview of the holdings in the core plus bond fund holdings. Although a new asset to the Plan, Western Asset has netted an impressive year to date gain of 4.1% topping the index of 2.4%. Current target allocation for Western Asset is 5%. (Presentation attached).

ACTUARIAL VALUATION DATED JAN 1, 2017 – CONDUENT

Conduent HR services, formerly Buck Consultants was represented by David Kershner, and Bill Detweiler who presented the Actuarial Valuation Results, dated January 1, 2017.The number typically used to measure the health of the retirement Plan is the Funded Ratio. This year our Funded Ratio increase from 63.3% in 2016 to 63.7% due partly to a slightly higher than anticipated investment return. No changes to the actuarial assumptions were proposed at this time. (Presentation attached).

MONTHLY INVESTMENT SUMMARY - ELLWOOD

Mr. Dale Connors, CFA, Senior Consultant and Mr. Andrew Fiegel, CFA for Ellwood were on hand to give several presentations, and to consult in the rebalancing of the portfolio. Mr. Connors gave the preliminary performance update for the month ending May 31, 2017. The month of May, though positive showed an overall loss to the policy index, mainly attributable to the MLP holdings, which will be addressed in the rebalance. Overall the year to date gain is 5.3% compared to the strategy index of 5.5%. The Fund balance is at $134.6 million – a high water mark for the Plan.

GLOBAL EQUITY MANAGER REVIEW– ELLWOOD

Mr. Fiegel presented a case for Global Equity which gives the investment managers many advantages to the more traditional international approach. The Board members were introduced to three new Global managers, and compared to Mondrian who has been in our portfolio for several years. Presentation attached.

DEFENSIVE STRATEGY EQUITY MANAGER REVIEW – ELLWOOD

The Board had requested that Ellwood review the Hedge Fund of Funds area to see if there is another complimentary strategy which would give the Plan a better return than Grosvenor has produced. Mr. Connors introduced Parametric Defensive Equity, headquartered in Seattle, designed to maintain a stable risk/return, by blending equity and treasury bills. Parametric was founded as The Clifton Group in 1792.

After completing the discussions above, the Board reviewed the rebalance proposals offered by Ellwood. Ms. Martinez made the following motion:

Minutes

June 26, 2017

Page 3

To terminate Santa Barbara Dividend Growth portfolio, terminate Mondrian ACWI ex-US commingled fund, reduce Harvest MLP from 10% target to 5% of Plan assets (moving to the Harvest commingled product in a new separate account), add Vanguard Total International Stock Market Index fund at a 5% target, add Dodge & Cox Global Stock Fund at 10% index, and finally exchange EuroPacific Growth fund assets (currently 7.5% target) into New Perspectives fund with a target of 10%. Mr. Olivas seconded, and the Board approved unanimously. Mr. Olivas also moved that Grosvenor be reduced from a 10% target to 5% and use the proceeds to open a new Parametric Defensive Equity account with a 5% target. Ms. Martinez seconded and the Board approved unanimously.

ELECTION OF OFFICERS

Mr. Concialdi reviewed the current officers, as follows: Chair, Mr. Concialdi; Vice Chair, Ms. Koen; Treasurer, Mr. Olivas; Secretary, Ms. Martinez. Mr. Olivas moved that the seats remain as shown. Ms. Martinez seconded and the Board approved unanimously.

OLD BUSINESS

None

NEW BUSINESS

None

NEXT MEETING

The next regular meeting will be held on Monday, July 24, 2017, at 1:00 pm in the third floor conference room of the Courthouse.

ADJOURNMENT

There being no further business, the meeting was adjourned at 3:55 pm.

Joel Thompson

Plan Administrator

PUEBLO COUNTY COURTHOUSE

215 WEST 10 TH STREET, PUEBLO CO 81003-2992

(719) 583-6026

FAX: (719) 583-6068