ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM BOARD OF RETIREMENT 2223 E. WELLINGTON AVENUE, SUITE 100 SANTA ANA, CALIFORNIA

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1 Attendance was as follows: ORANGE COUNTY EMPLOYEES RETIREMENT SYSTEM BOARD OF RETIREMENT 2223 E. WELLINGTON AVENUE, SUITE 100 SANTA ANA, CALIFORNIA INVESTMENT COMMITTEE MEETING MINUTES Present: Absent: Also Present: Chuck Packard, Chair; Thomas Flanigan, Vice Chair; Frank E. Eley, Roger Hilton, Chris Prevatt, David Ball, Robert Griffith, and Shari Freidenrich. Wayne Lindholm and Ray Geagan Steve Delaney, Chief Executive Officer; Girard Miller, CFA, Chief Investment Officer; Shanta Chary, Director of Investment Operations; David Beeson, Investment Officer; Christine Kluger, CFA, Investment Analyst; Anthony Beltran, Visual Technician; and Stina Walander-Sarkin, Recording Secretary Don Stracke, CFA, NEPC, LLC Allan Martin, NEPC, LLC Neil Sheth, NEPC, LLC Matt Mullarkey, CFA, Aksia, LLC Scott Krouse, R.V. Kuhns Dan Krivinskas, R.V. Kuhns Tom Hickey, Foley & Lardner The Vice Chair called the meeting to order at 9:06 a.m. and read the opening statement into the record. Mr. Flanigan led the Pledge of Allegiance. CONSENT AGENDA All matters on the Consent Agenda are to be approved by one action unless a Committee Member or a member of the public requests separate action on a specific item. Ms. Freidenrich pulled item C-3. A motion was made by Mr. Hilton and seconded by Mr. Eley to approve the Consent Agenda. The motion carried unanimously.

2 C-1 COMMITTEE MEETING: Approval of Meeting and Minutes Investment Committee Meeting September 25, 2013 Recommendation: Authorize meeting and approve minutes. C-2 QUIET PERIOD INVESTMENT RELATED SEARCHES Recommendation: Receive and file. C-3 INVESTMENT MANAGER FEE STRUCTURE UPDATES Recommendation: Receive and file. C-4 INVESTMENT MANAGER MONITORING SUBCOMMITTEE MEETING: Approval of Meeting and Minutes Investment Manager Monitoring Subcommittee Meeting September 27, 2013 Recommendation: Authorize meeting and approve minutes. C-5 CONFERENCE REPORT Recommendation: Receive and file. * * * * * * * END OF CONSENT AGENDA * * * * * * * INDIVIDUAL ITEMS AGENDA I-1 INDIVIDUAL ACTION ON ANY ITEM TRAILED FROM THE CONSENT AGENDA Ms. Freidenrich pulled item C-3 for commenting on staff s diligent work on fee negotiations and closings. A motion was made by Ms. Freidenrich, seconded by Mr. Hilton to receive and file Item C-3. The motion carried unanimously. F: Committee/Minutes/Investment Committee/

3 I-2 CIO COMMENTS Mr. Packard arrived at 9:10 a.m. Mr. Miller presented a brief overview of the agenda. I-3 HEDGE FUND FINALIST Mr. Miller briefly discussed the recommended hiring of Gotham and the recommended allocation size. He stated that the hedge fund transition from fund of fund managers to directly hiring hedge fund managers is nearing its conclusion, where Gotham is recommended to be the 14 th hired hedge fund manager out of the targeted 15 in the space. Mr. Mullarkey introduced Gotham and stated that they will complement the existing manager Hoplite well in the long-short equity allocation within OCERS hedge fund portfolio. He also stated that Gotham is a highly liquid diversified value fund and a good performer in the current economic environment due to their systematic approach and ability to take advantage of temporary disruptions of company values in the market. Mr. Mullarkey stated that Gotham has one of the more attractive fee structures; a 1% management fee with a 10% incentive fee or the option of a flat 2% management fee. He emphasized that there is no key man clause since Gotham offers monthly liquidity with a 15 days advance notice. Mr. Ball arrived at 9:21 a.m. Gotham Asset Management, LLC Presentation by Joel Greenblatt and Robert Goldstein The Committee gave guidance to staff on the two fee structures and the majority expressed their preference for a 1% management fee with a 10% incentive fee over the option of a flat 2% management fee. Mr. Miller stated that he welcomes guidance on fees and reminded the Committee that the CIO charter gives the CIO the authority to negotiate manager fees which are to be reported back to the Committee. In this case, there is no further negotiation. A motion was made by Mr. Eley, seconded by Mr. Packard to approve the hiring of Gotham Long/Short 115/65 for the direct hedge fund program with 6% to 8.5% ($45,000,000 to $64,000,000) based on 9/30/13 asset values, and with the fee structure of 1% management fee and 10% incentive fee. The motion passed 7-1, with Mr. Hilton voting no. The Committee recessed at 10:25 a.m. The Committee reconvened at 10:35 a.m. F: Committee/Minutes/Investment Committee/

4 I-4 NON-US DIRECT LENDING - FINALISTS Mr. Miller discussed the European direct lending opportunity set and briefly introduced the managers. Mr. Sheth discussed the risks of investing in Europe and the mitigating factors to the risks. He stated that all three managers offer attractive risk-reward dynamics and OCERS total fund would benefit from the investment opportunity. Mr. Sheth stated that for the direct lending space, the supply-demand dynamics in Europe, from a macro perspective, are currently more attractive compared to US middle-market lending. One of the main reasons is that Europe has much less shadow banking than the US and over 70% of the middle-market loans in Europe are supplied by the banks compared to only 30% in the US. Also, nearly 100% of the market in Europe is middlemarket and as a result Europe would not function without middle-market lending. Mr. Sheth stated that NEPC has asked the managers to provide a US dollar sleeve to mitigate the currency risk. He also stated that all three managers have good track records and they issue floating rate loans which will be beneficial in a rising rate environment. He emphasized NEPC s confidence in the managers credit underwriting and recover/default rates where NEPC has analyzed every deal each manager has done. Mr. Sheth also briefly introduced each manager and their respective strategy. Park Square Capital, LLP Presentation by Piers Dennison and Robin Doumar Mr. Eley left at 11:10 a.m. Hayfin Capital Management, LLP Presentation by Glenn Clarke Capula Investment Management, LLP Presentation by Steven Heanly and Ed O'Reilly Mr. Eley returned at 12:50 p.m. Mr. Stracke stated that Park Square and Hayfin are fundamentally acting as banks while Capula is buying assets from banks at a discount. Capula s strategy therefore carries a little more risk, but in addition it is expected to return a higher internal rate of return (IRR). NEPC believes Capula is a good complement and diversifier to the other two firms. A motion was made by Mr. Ball, seconded by Mr. Flanigan to approve the selection of the three managers with corresponding commitments in the Non-U.S. Direct Lending space within the Diversified Credit allocation. The motion passed 7-0, with Mr. Eley abstaining. Park Square Hayfin Capula $50 million $50 million $50 million F: Committee/Minutes/Investment Committee/

5 The Committee recessed at 1:12 p.m. The Committee reconvened at 1:50 p.m. I-8 NEPC, LLC BEST IDEAS EMERGING MARKETS EQUITY MANAGER SEARCH UPDATE Presentation by Allan Martin and Don Stracke, CFA Mr. Stracke gave a brief update of the exploratory best ideas emerging markets equity search. He stated that NEPC is currently reviewing RFIs and is looking to find a manager that can add value and complement OCERS current emerging markets managers. NEPC is expecting to bring a list of semifinalist to the November Investment Committee meeting. A motion was made by Mr. Griffith, seconded by Mr. Eley to receive and file Item I-8. The motion carried unanimously. Mr. Martin discussed NEPC s role as OCERS general consultant in reference to the study produced by Oxford University. He stated that NEPC s clients have largely different asset allocation plans and NEPC works to offer customized solutions. Mr. Martin presented NEPC s clients performance compared to the peer universe where NEPC s clients have outperformed the national average in 24 out of the 27 years NEPC has been in business. He also presented NEPC s clients significant outperformance on a risk-adjusted basis for the 3, 5, 7, and 10 year time frames. Ms. Freidenrich left at 2:10 p.m. I-5 R.V. KUHNS & ASSOCIATES, INC. AMENDMENT TO THE REAL ESTATE STRATEGIC PLAN Presentation by Scott Krouse and Dan Krivinskas Mr. Krouse stated that the recent US core real estate cycle has seen strong capital inflows and returns have also been strong in this space. As a result, R.V. Kuhns has become concerned with the valuations of core real estate and believes the current risk/return characteristics favor noncore real estate investments as core real estate has outstripped the return stream and therefore currently appears more risky than non-core. Mr. Krivinskas discussed R.V. Kuhns recommended amendment to the strategic plan and stated that the Committee must consider new opportunity sets for reinvesting projected proceeds from core real estate in the next 2 years and carefully evaluate current core real estate valuations. A motion was made by Mr. Prevatt, seconded by Mr. Hilton to approve the amendment to portfolio composition target for long-term core and noncore real estate from 70% and 0 to 30%, to 60% and 0 to 40%, respectively. The motion passed 5-2, with Mr. Flanigan and Mr. Packard voting no. F: Committee/Minutes/Investment Committee/

6 I-6 R.V. KUHNS & ASSOCIATES, INC. REAL ESTATE DEBT COMMINGLED FUND MANAGER SEARCH Presentation by Scott Krouse and Dan Krivinskas Mr. Krouse presented the candidate profile for a non-core real estate debt search and R.V. Kuhns current list of commingled real estate debt funds. He stated that R.V. Kuhns believes that a tactical opportunity exists to invest in real estate debt; lending to high quality real estate assets with a predetermined coupon return without taking on equity risk. Mr. Krouse stated that it is a conservative strategy with attractive risk-adjusted returns, where the investor receives returns from current cash yields while limiting the downside risk. He also stated that R.V. Kuhns and staff will narrow the list of potential real estate debt funds and bring the top two candidates to the Investment Committee. A motion was made by Mr. Hilton, seconded by Mr. Griffith to approve the candidate profile for a real estate debt commingled fund. The motion carried unanimously. E-1 CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION REGARDING PURCHASE OR SALE OF A PENSION FUND INVESTMENT The Committee took no reportable action. I-7 R.V. KUHNS & ASSOCIATES, INC. 2 nd QUARTER 2013 REAL ESTATE PERFORMANCE REPORT Presentation by Scott Krouse and Dan Krivinskas Mr. Krivinskas presented OCERS 2 nd quarter real estate performance report including the portfolio allocation status, the portfolio composition status, the portfolio performance, the portfolio geographic and property type diversifications, the portfolio leverage and investment structure analysis, and the portfolio s sensitivity to a rising interest rate environment. He also presented OCERS real estate portfolio performance vs. the custom benchmark and the peer group as of June 30, Mr. Krouse stated that the REITS portfolio s performance has snapped back in the 3 rd quarter after being heavily impacted by the 2 nd quarter s rapid interest rate increase. Mr. Krouse presented the performance of OCERS core real estate portfolio, non-core real estate portfolio, and the publicly-traded real estate securities portfolio. A motion was made by Mr. Flanigan, seconded by Mr. Hilton to receive and file Item I-7. The motion carried unanimously. The Committee recessed at 3:43 p.m. The Committee reconvened at 3:54 p.m. F: Committee/Minutes/Investment Committee/

7 I-9 FOLEY & LARDNER, LLP INVESTMENT MANAGER CONTRACTS Presentation by Thomas A. Hickey, III Mr. Hickey discussed Foley and Lardner s role as OCERS investment counsel and the process of the investment manager contracts including briefing memorandums, side letters, and investment manager agreements. Mr. Hickey stated that the negotiated side letter will trump any other agreement, such as the investment manager agreement. Mr. Hickey discussed the fiduciary standards including the California Government Code and ERISA prudent person standard, the Investment Advisers Act of 1940, the Delaware law fiduciary duty, and the United Kingdom s Financial Conduct Authority. Mr. Hickey also discussed side letter terms and stated that separate accounts are subject to California venue and jurisdiction. Mr. Delaney asked for guidance as to how to approach issues previously delegated to Ms. Wyne, OCERS internal legal counsel, after her departure. Mr. Hickey stated that issues where guidance from OCERS internal legal counsel is needed will be escalated to the CEO in the interim. Mr. Miller asked if Mr. Hickey has any recommendation on staff s work in the legal review process. Mr. Hickey expressed his comfort level of working with OCERS staff and believes that there is nothing additional OCERS staff should do that his other clients are doing. A motion was made by Mr. Eley, seconded by Mr. Prevatt to receive and file Item I-9. The motion carried unanimously. I-10 ECONOMIC DASHBOARDS AND HOUSE VIEWS Presentation by Girard Miller, CFA and Christine Kluger, CFA Mr. Miller and Ms. Kluger briefly presented the economic dashboards and discussed the business cycle. Mr. Packard asked about historical labor cycle comparisons of full-time vs. part-time employment. A motion was made by Mr. Prevatt, seconded by Mr. Hilton to receive and file Item I-10. The motion carried unanimously. I-11 CIO COMMENTS Mr. Miller gave a brief update on the P4 network and the private equity RFI in process. Mr. Miller informed the Committee that Och-Ziff being a multi-strategy manager is unable to provide strategy limit terms within the side letter, but that their portfolio policies do include diversification limits and maximum limits in various strategies. Mr. Miller said he would proceed with the closing. F: Committee/Minutes/Investment Committee/

8 Mr. Miller gave a brief update on the BlackRock Risk Solutions process and stated that there have been some data feed issues from State Street to BlackRock delaying the process, but a quarterly report is expected next month. Mr. Miller asked the Committee for guidance on bringing an Asian Direct Lending manager, OCP Asia, to the Committee. The Committee expressed their interest learning about the investment opportunity as well as the risks and asked for more information in terms of laws. Mr. Packard requested a disclosure of other public pension plans invested in Asian direct lending as he does not believe OCERS should be a pioneer in that area. Mr. Delaney asked if there would be a discussion on the limit of number of investment managers at an upcoming Investment Committee meeting. Mr. Miller indicated that the build out of the portfolio is nearly complete and a review thereafter would be appropriate. * * * * *END OF INDIVIDUAL ITEMS AGENDA * * * * * F: Committee/Minutes/Investment Committee/

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