<p>JAMES M. CONCIALDI, CH JOEL THOMPSON Appointed Representative Plan Administrator VONDA MAURO Elected Representative DEBRA MANSELL Elected Representative</p><p>ADELBERT OLIVAS County Treasurer</p><p>JUDY A. MARTINEZ Appointed Representative</p><p>BOARD OF RETIREMENT PUEBLO COUNTY, COLORADO MINUTES August 26, 2013</p><p>ROLL CALL</p><p>Board of Directors:</p><p>James Concialdi, CH Present Debra Mansell Present Vonda Mauro Present Del Olivas Present</p><p>Also in attendance:</p><p>Cindy Birley DG&S Sharon Bonner Employee Dale Connors Watershed Investment Calvin Hamler Employee Ethan Nutter DG&S Hamish Parker Mondrian Peter Riviello Mondrian Joel Thompson Plan Administrator</p><p>CALL TO ORDER</p><p>A quorum was established and James Concialdi, chairman, called the meeting to order at 1:30 p.m. </p><p>APPROVAL OF MINUTES</p><p>Minutes for the regular meeting held on July 22 were reviewed. No corrections were noted, and the minutes were approved. </p><p>ADMINISTRATOR'S REPORT</p><p>Mr. Thompson presented the Administrator’s Report for the month of July 2013. No corrections were noted, and the Administrator’s report was approved. Minutes August 26, 2013 Page 2</p><p>LINE ITEM BUDGET REPORT</p><p>Mr. Thompson presented the Line Item Budget Report for the month ended July 31, 2013.</p><p>CASH FLOW PROJECTION</p><p>The Cash Flow Report for the month of August 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. </p><p>INVESTMENT MANAGER REPORT - MONDRIAN</p><p>Mr. Hamish Parker, Director of Mondrian Investment Partners Limited and Peter Riviello, Assistant Vice President, Client Services presented the Pueblo County Retirement System Report (attached). Mondrian is 100% owned by the employees. Since inception, Mondrian has produced a relative performance of .6% above the benchmark. For 2013, Mondrian is outperforming the benchmark by 2.9% with an absolute return of 2.9%. </p><p>QUARTERLY INVESTMENT PERFORMANCE REPORT - WATERSHED </p><p>Mr. Dale Connors, managing director of Watershed Investment Consultants, presented the Quarterly Investment Performance Evaluation report as of June 30, 2013, and then gave an update on the monthly performance through July 31 (reports attached). Through July 31, 2013, the fund has a balance of $116.5 million in investment assets. The Fund has a positive investment gain for the year of 6.65%, net of fees, but is trailing the index by a variance of -0.22% through the seven months of 2013. </p><p>STATEMENT OF INVESTMENT POLICY - WATERSHED</p><p>Mr. Connors presented the Statement of Investment Policy and the Strategic Asset Allocation and Investment Structure documents to be reviewed by the Board. The Investment Policy has been changed, pending Board approval, to be a standalone document that will contain an overview of the Plan polices, investment objectives, responsibilities, asset allocation strategy, investment guidelines, and review standards. What it does not contain are the individual investment managers. In this way, the Investment Policy does not need to be amended each time the Board makes a change to its investment manager groups. The Strategic Asset Allocation and Investment Structure document will contain the information on each individual investment manager, including contact information, fee structure, target allocations, and benchmarks. Each purchase of a new investment or dissolution of a current investment will trigger an update to the document. </p><p>Mr. Connors will bring the documents to the September meeting and ask for the Board’s approval. Minutes August 26, 2013 Page 3</p><p>LEGAL UPDATE AND REVIEW – DAVIS GRAHAM & STUBBS</p><p>Ms. Cindy Birley from Davis Graham & Stubbs was present to give a comprehensive update to the Board on various items, including legal updates, potential statutory changes, and Plan administration and to address areas of concern to the Board. The four broad topics covered were for Plan Administration, including Board governance, Legal updates, Actuarial overview, and Investments. One of the main items was the review of the Plan’s Bylaws which have been rewritten as a preliminary document by the Administrator and legal representatives from Davis Graham and Stubbs. During discussion with the Board members, many changes were expressed, and noted. These changes will be incorporated into the Bylaws, will be redistributed prior to the next meeting for review by Board members, and presented at the September meeting for approval. </p><p>The Board agreed to use Robert’s Rule of order as a guide to meetings. As such, there were a couple of decisions that were made, as follows: </p><p>To use a Consent Agenda, this will contain the previous meeting minutes, the Administrator’s report, and the YTD Line Item Budget report. </p><p>The Administrator will post a signup sheet at each meeting for attendees. The signup sheet will include names and will have a place for non Board members to check if they would like to be allowed five minutes at the end of the normal meeting to speak. Prior to the start of each meeting, this list will be presented to the Chair. (Ms. Birley’s agenda and handouts are attached). </p><p>NEW BUSINESS</p><p>Mr. Concialdi asked that the Board nominate a member of the Board to act as secretary in order to adhere to Robert’s Rule of order. Mr. Olivas moved that the Board approve Ms. Vonda Mauro to be secretary for the retirement Board. Ms. Mansell seconded and the Board approved. </p><p>Mr. Thompson was asked to find out the status of liability insurance covering Board members. This will be presented at the next meeting. </p><p>OLD BUSINESS</p><p>Mr. Thompson updated the Board on the website calculator. Although the testing was still being done, the product was put in to production along with other major changes to the employee portal on the Pueblo County website. There are no more issues identified in the testing, though one more series of tests needs to be completed prior to the testing being complete. When Mr. Thompson and the IT group are agreed as to the accuracy of the calculations being presented, there will be a countywide email sent, informing contributors of the new link in their website employee page. </p><p>There was one applicant for the appointed Board seat vacated by Ms. Melissa Lujan. Ms. Judy A. Martinez responded to the advertisement in the Pueblo Chieftain via letter. Ms. Martinez comes highly recommended for her background in accounting and investments. Mr. Olivas moved that the Board present Ms. Martinez as nominee to the Board of County Commissioners. Ms. Mansell seconded and the Board approved. Minutes August 26, 2013 Page 4</p><p>NEXT MEETING</p><p>The next regular meeting will be held on September 30, 2013, at 1:30 pm. Meeting place to be determined</p><p>ADJOURNMENT</p><p>There being no further business, the meeting was adjourned at 4:55 pm.</p><p>Joel Thompson Plan Administrator</p><p>PUEBLO COUNTY COURTHOUSE 215 WEST 10 TH STREET, PUEBLO CO 81003-2992 (719) 583-6026 FAX: (719) 583-6549</p>