SAN DIEGO CITY EMPLOYEES RETIREMENT SYSTEM STAFF REPORT INVESTMENT DIVISION

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1 SAN DIEGO CITY EMPLOYEES RETIREMENT SYSTEM STAFF REPORT INVESTMENT DIVISION DATE : March 5, 2007 TO : SDCERS' Investment Committee FROM : Doug McCalla, Chief Investment Officer SUBJECT : Status Report - Investment Division I Trust Fund Status and Transactions On February 27 th, a wire totaling $11.0 million was sent from the custodial bank to SDCERS operating trust fund on deposit with the City Treasurer s investment pool. These funds were used to pay retirees and beneficiaries, to process withdrawals, and to fund SDCERS' operating expenses. Additionally, a real estate fund investment wire of $500,000 was sent on February 26 th to the Cornerstone Hotel Income and Equity Fund. Also, 4 th quarter 2006 manager fee invoices totaling $1.083 million were paid. To fund the above, cash was raised from the following managers: Grantham Mayo Van Otterloo (Int l. equity small cap value) $ 7.5 million Nicholas-Applegate (Int l. equity small cap growth) $ 7.5 million Total $15.0 million There have been no other rebalancing activities since last month s report. II Status of Realized and Unrealized Gains / Losses The chart of realized and unrealized gains / losses through January 2007 is included in the Status Reports section of the Investment Committee Board materials. The realized gains for the first seven months of FY 2007 totaled $241.2 million. The level of unrealized gains at January 31, 2007, totaled $737 million. These values are unaudited. III Corporate Governance Operations A. Monthly Proxy Voting During the month of February, 66 proxies were voted by SDCERS voting agent, including eight referred proxies that were voted by staff. Six of these referred proxies were voted in accordance with SDCERS proxy voting policy and guidelines as the vote recommendations of ISS and the investment managers were in agreement. Two of these proxies required further analysis, as ISS and the investment managers were not in agreement in their vote recommendations. A vote record summary report documenting all of the proxy voting activity for the month of February is on file with SDCERS Investment staff.

2 Investment Division - Status Report March 5, 2007 Page 2 of 3 IV Investment Operations A. Portfolio Review and Monitoring Staff has reviewed investment manager monthly and quarterly reports and investment activity appears to be in compliance with investment guidelines. B. Real Estate 1. Cornerstone Apartment Venture III (CAV III) Commingled Fund SDCERS has closed as an investor in this fund with a $20 million commitment. SDCERS staff and outside Legal Counsel, Cox Castle, were able to negotiate more favorable terms to the LLP Agreement to provide for Cornerstone s removal without cause (with supermajority vote of 75% of investors) after all acquisition and development activity is completed, the financial obligations of MassMutual are released, and the investors have taken title to the apartment assets. Removal without cause is an industry standard provision that provides improved oversight/management control to investors. 2. Cornerstone Hotel Income and Equity Fund (CHIEF) Commingled Fund On February 26 th, SDCERS made its fourth capital contribution to CHIEF totaling $500,000 for its share of the Raleigh Marriott Hotel acquisition. This brings SDCERS total equity investment in CHIEF to just under $7.9 million. These four equity contributions represent approximately 79% of SDCERS $10 million total commitment to this fund. SDCERS has a 3.33% equity ownership share in this $300 million (total equity capital) fund. C. Research Activities Investment staff met with or engaged in discussions with the following firms to review products, processes, operations and services: Sit Investment Associates, Western Asset, Mellon, Putnam, Morgan Stanley Capital International and Institutional Investor. D. Consultant RFP Process A comparative matrix of the three firms (Callan Associates, R.V. Kuhns and Associates and Ennis Knupp+Associates) responding to the RFP has been included in the March Board materials. Interviews of the three firms have been scheduled for the March Investment Committee meeting. Presentation materials from each firm have also been included in the Board materials for review in advance of the meeting. E. International Equity Manager Transition Process As reported at last month s meeting, the CIO conducted an on-site due diligence visit at McKinley Capital s office in Anchorage, Alaska on February 14th. The visit verified that McKinley had all the represented resources and staffing in place to manage an international growth equity for SDCERS. The Legal division was extremely effective in completing all the necessary contract documents for both McKinley (large cap growth) and GlobeFlex (small cap) in time to allow the transitioning of the $360 million Putnam portfolio to the two new accounts on

3 Investment Division - Status Report March 5, 2007 Page 3 of 3 February 21 st. This allowed SDCERS to take advantage of higher than usual liquidity due to the transition of several other international portfolios that day exceeding $1.5 billion in size. State Street Global Advisors performed well as the transition manager. Only 7% of the portfolio held by Putnam was retained by the two new managers. Ordinarily, this would have resulted in a very large portion of the transition having to trade in the open markets, thus generating larger market impact expenses. However, the ability to access the additional liquidity available on February 21 st resulted in 29% of the trades being internally crossed and 23% of trades being externally crossed. The crossing transactions resulted in no market impact on prices. With almost 99% of the transition completed, only 36% of the transition trades have been placed in the open market resulting in an implementation shortfall of only about 0.63% on the entire transition process. F. SDCERS FY 2005 Audit Investment staff has been working with the Finance and Administration staff to provide Macias Gini & O Connell with information related to their FY 2005 audit field work concerning investments, portfolio accounting, and internal controls. G. Training and Related Activities The Asst. Chief Investment Officer, Ms. Clark, attended Institutional Shareholder Services 2007 Proxy Season Briefing in New York City. The Asst. Chief Investment Officer, Ms. Clark, and Investment Analyst, Ms. Hamrick, attended the CFA Society of San Diego 2007 Forecast Dinner in La Jolla, CA, which featured speakers Charles Brandes, founder of Brandes Investment Partners, Horacio Valeiras, CIO of Nicholas-Applegate, and Howard Roth, Chief Economist with the California State Dept. of Finance. Attachments: 1. Proxies Referred to Staff (8) February Proxy Analysis Document (2) W:\INVEST\BOARD Reports\Status Reports\CY 2007\Mar 2007 Status Report.doc

4 Proxies Referred to Staff February 2007 Company Name CUSIP Meeting Date Analysis Required * Equity Office Properties Trust /7/2007 MWI Veterinary Supply, Inc X105 2/7/2007 Avaya Inc /15/2007 X National Fuel Gas Co /15/2007 Sterling Financial Corp /21/2007 Joy Global, Inc /22/2007 X CVS Corporation /23/2007 Quanex Corp /27/2007 * X in this column indicated staff conducted analysis and made a vote decision. NOTE: None of the Referred Proxies in February required further analysis. G:\SHARED\WPDATA\INVEST\PROXY\Reports - Current\2007\2007 Referred Proxies

5 AVAYA INC. Annual Meeting: February 15, 2007 CUSIP Item 4 Performance-Based and/or Time Based Equity Awards Dodge & SDCERS ISS MGMT SSI Intech* Cox 205,750 Recommends Recommends 42,550 16,000 24,750 FOR FOR AGT FOR NVR AGT * Intech is a quantitative investment manager and does not perform fundamental analysis on the companies it invests in nor does it involve itself in the corporate governance activities at those companies. As such, Intech utilizes the proxy voting policy of ISS to vote its clients proxies and does not provide SDCERS with vote recommendations. This shareholder proposal requests that the Compensation Committee of Avaya s Board establish a pay-for-superior performance standard in the company s executive compensation paid to senior executives. The shareholder requests that the award plan incorporate the following: 1) performance criteria versus a peer group; 2) the financial and/or stock price benchmarked versus a peer group; and, 3) the company s documents disclose the correlation between pay and performance. The shareholder proponent states that failure to tie executive compensation to superior corporate performance has fueled the escalation of executive compensation and detracted from the goal of enhancing long-term corporate value. Avaya s Board states that they appropriately benchmark executive compensation. The Compensation Committee requires flexibility to assign different performance metrics to different types of compensation. The implementation of this shareholder proposal would severely limit the Compensation Committee s ability to design a program to attract, motivate and retain executive officers. It is their opinion that this shareholder proposal is a one-size-fits-all plan that would deprive the Compensation Committee of the flexibility it needs. The Board states that it has demonstrated application and determination of the appropriate metrics to be applied to each element of executive compensation. ISS evaluates pay for performance shareholder proposals based on the following: 1) what aspect of the incentive compensation program to senior executives is performance-based; 2) can shareholders assess the correlation between pay and performance, and 3) what industry does the company belong to and what stage of the business cycle it that industry in? In ISS analysis of Avaya, ISS determined that Avaya s incentive compensation programs do not sufficient meet the shareholder s requirements. Therefore, ISS recommends a vote FOR the shareholder proposal. SSI recommends voting FOR this shareholder proposal in accordance with their firm's proxy voting guidelines. Dodge and Cox recommends a vote AGAINST it. Staff reviews most shareholder proposals on a case-by-case basis in accordance with SDCERS Proxy Voting Policy and Guidelines. Consistent with SDCERS policy is the desire to have disclosure of executive compensation available to shareholders. Attachment to Investment Division Status Report Dated March 5, 2007, A-1 page 1 of 2 W:\INVEST\PROXY\Reports - Current\2007\Proxy Analysis Documents\Avaya Inc.perf based awards.doc

6 AVAYA INC. Annual Meeting: February 15, 2007 CUSIP Item 4 Performance-Based and/or Time Based Equity Awards Dodge & SDCERS ISS MGMT SSI Intech* Cox 205,750 Recommends Recommends 42,550 16,000 24,750 FOR FOR AGT FOR NVR AGT * Intech is a quantitative investment manager and does not perform fundamental analysis on the companies it invests in nor does it involve itself in the corporate governance activities at those companies. As such, Intech utilizes the proxy voting policy of ISS to vote its clients proxies and does not provide SDCERS with vote recommendations. Consistent with SDCERS philosophy of being an equity stakeholder in a company is to align executive incentive compensation levels with company performance so that company value is created and is accretive to shareholders. This shareholder proposal addresses both issues. In the case of Avaya, staff is in agreement with ISS analysis that Avaya s incentive program, as disclosed, is not significantly tied to definitive performance metrics and hurdles other than stock price. Therefore, SDCERS shares were voted FOR this shareholder proposal in accordance with vote recommendations from ISS and SSI. Attachment to Investment Division Status Report Dated March 5, 2007, A-1 page 2 of 2 W:\INVEST\PROXY\Reports - Current\2007\Proxy Analysis Documents\Avaya Inc.perf based awards.doc

7 JOY GLOBAL, INC. Annual Meeting: February 22, 2007 CUSIP Item 3 Increase Authorized Common Stock SDCERS ISS MGMT Fidelity* TCW 85,750 Recommends Recommends 24,750 61,000 FOR AGT FOR NVR FOR * Fidelity does not share its proxy vote recommendations with any clients; it is considered privileged information as it weighs into their fundamental stock analysis. This proposal seeks shareholder approval to amend the company s certificate of incorporation to increase the number of authorized shares of common stock by 233% to 500 million shares from 150 million shares. Joy Global s Board represented that it is in the company s best interest to have sufficient additional authorized but unissued shares of common stock available in order to provide flexibility for future corporate actions. Joy Global s management believes that the availability of additional authorized shares for issuance in connection with stock splits or dividends, possible acquisitions of other companies, future financings, investment opportunities or for other corporate purposes at the discretion of the Board is desirable. Joy Global s management also stated that the share increase should be sufficient to avoid repeated separate amendments to the company's amended and restated certificate of incorporation, which could require special shareholder meetings incurring expense and delay to future Board actions. ISS quantifies requests for increases in authorized common stock by evaluating the current number of authorized shares versus the number of shares authorized post increase. The number of shares available post increase is then compared to their peer companies from the same Global Industry Classification Standards (GICS) group. In this case, ISS has determined that Joy Global s request of 350 million shares is above the allowable increase threshold of million shares as compared to peer companies in the Capital Goods group. Given that this share increase request exceeds that of its peers, ISS recommends a vote AGAINST this proposal. TCW recommends voting FOR this proposal in accordance with their firm's proxy voting guidelines. The TCW portfolio manager believes that the number of authorized shares outstanding for Joy Global should be increased. The TCW portfolio manager believes that it is acceptable for Joy Global to authorize a greater number of shares than required to give the company flexibility to use more stock as needed to raise additional funds. Fidelity does not release their proxy votes to clients. The potential dilution to shareholders is significant at 233% (150 million current authorized shares as compared to the requested increase of 500 million shares). Joy Global has demonstrated exceptional performance as compared to its peers and the Russell 3000 index over one, three, and five years. Staff typically agrees with ISS quantitative evaluation. In this case, the additional 72.5 million shares (350 million Attachment to Investment Division Status Report Dated March 5, 2007, A-2 page 1 of 2 W:\INVEST\PROXY\Reports - Current\2007\Proxy Analysis Documents\Joy Global.ics.doc

8 JOY GLOBAL, INC. Annual Meeting: February 22, 2007 CUSIP Item 3 Increase Authorized Common Stock SDCERS ISS MGMT Fidelity* TCW 85,750 Recommends Recommends 24,750 61,000 FOR AGT FOR NVR FOR * Fidelity does not share its proxy vote recommendations with any clients; it is considered privileged information as it weighs into their fundamental stock analysis. requested vs million allowable) is 25% higher than shares available to Joy Global s peers but was deemed acceptable given Joy Global s impressive performance. Therefore, staff voted SDCERS shares FOR the increase in accordance with Joy Global s management and TCW s recommendation. Attachment to Investment Division Status Report Dated March 5, 2007, A-2 page 2 of 2 W:\INVEST\PROXY\Reports - Current\2007\Proxy Analysis Documents\Joy Global.ics.doc