JAMES M. CONCIALDI, CH JOEL THOMPSON Appointed Representative Plan Administrator VONDA MAURO Elected Representative DEBRA MANSELL Elected Representative

ADELBERT OLIVAS County Treasurer

MELISSA LUJAN Appointed Representative BOARD OF RETIREMENT PUEBLO COUNTY, COLORADO MINUTES May 20, 2013

ROLL CALL

Board of Directors:

James Concialdi, CH Present Melissa Lujan Proxy to JC Debra Mansell Present Vonda Mauro Proxy to JC Del Olivas Proxy

Also in attendance:

Sharon Bonner Employee Dale Connors Watershed Investment Cynthia Mitchell County Attorney’s David Santos Employee Joel Thompson Plan Administrator Ed Zablan Watershed Investment

CALL TO ORDER

A quorum was established and James Concialdi, chairman, called the meeting to order at 1:30 p.m.

APPROVAL OF MINUTES

Minutes for the regular meeting held on April 22, 2013, were reviewed. Ms. Mansell moved to accept the minutes as presented. Mr. Olivas seconded, and the Board approved.

ADMINISTRATOR'S REPORT

Mr. Thompson presented the Administrator’s Report for the month of April 2013. Mr. Olivas moved for approval of the benefits. Ms. Mansell seconded, and the Board approved. Minutes May 20, 2013 Page 2

LINE ITEM BUDGET REPORT

Mr. Thompson presented the Line Item Budget Report for the month ended April 30, 2013.

CASH FLOW PROJECTION

The Cash Flow Report for the month of May 2013 was presented by Mr. Thompson. The balance in the operating account is in line with the parameters set by the Board. No adjustment needed at this time.

MONTHLY INVESTMENT PERFORMANCE REPORT

Mr. Dale Connors, managing director of Watershed Investment Consultants, presented the 2013 First Quarter Investment Management fees summary. Year to date, March 31, the Fund has paid $164K in fees. Mr. Connors then summarized the 1st Quarter 2013 investment performance, followed by the April 2013 allocation and performance report. The fund balance continues to rise in direct correlation with record highs experienced in the markets. The April 30, 2013, balance in the investment fund is $116.3 million. The aggregate gain on investments in April of 1.36% brings the Year-to-Date net of fee gains to 6.40%, topping the policy index of 6.04%. (Reports attached.)

Mr. Connors and Mr. Ed Zablan presented the Markets Update and Investment Strategy Recommendations report. (Attached.) After discussion, Mr. Olivas made a motion to reduce the non-U.S. equity exposure by 5% and increase the U.S. equity exposure by 5%, and rebalance the fund as recommended by Watershed. Ms. Mansell seconded, and the Board approved. Mr. Olivas made a motion to split the current 20% PIMCO Total Return Fund allocation for an outcome of 15% PIMCO Total Return Fund and 5% in the PIMCO Unconstrained Fund. Ms. Mansell seconded, and the Board approved.

OLD BUSINESS

Mr. Thompson updated the Board on progress made to the retirement website to include a simple pension calculator. The calculator has been programmed by the IT department and is at a stage where testing will begin. The Administrator will be developing a test scenario in the next month and will work with IT to fix issues that arise.

Mr. Thompson informed the Board that the ING Small Cap Investments fund has been set up, financed by the liquidated Cortina Asset Management funds.

NEW BUSINESS

Mr. Thompson reminded the Board that the election for the expired Board seat, held by Ms. Mansell, will be held on June 11. Minutes May 20, 2013 Page 3

Mr. Concialdi was contacted by Ms. Vonda Mauro via email during the month informing the Chairman that Pueblo County Board of County Commissioners had approved a 1.7% salary increase to all employees. Mr. Concialdi then proposed a 1.7% increase in salary for the Administrator. After discussion, Mr. Olivas made a motion for a 1.7% increase to the Administrator, retroactive to April 1, 2013. Mr. Concialdi seconded. Motion carried. Ms. Mansell opposes.

NEXT MEETING

The next regular meeting will be held in the third floor conference room #333 in the Courthouse on June 24, 2013, at 1:30 pm.

ADJOURNMENT

There being no further business, the meeting was adjourned at 3:05 pm.

Joel Thompson Plan Administrator

PUEBLO COUNTY COURTHOUSE 215 WEST 10 TH STREET, PUEBLO CO 81003-2992 (719) 583-6026 FAX: (719) 583-6549