MINUTES MEETING WEDNESDAY, AUGUST 10, :00 AM MISSION STATEMENT

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1 MINUTES RETIREMENT BOARD CITY AND COUNTY OF SAN FRANCISCO 30 Van Ness Avenue, Suite 3000 San Francisco, CA MEETING WEDNESDAY, AUGUST 10, :00 AM MISSION STATEMENT San Francisco City and County Employees Retirement System is Dedicated to Securing, Protecting and Prudently Investing the Pension Trust Assets, Administering Mandated Benefit Programs, and Providing Promised Benefits. RETIREMENT BOARD MEMBERS Commissioner Al Casciato President Commissioner Brenda Wright Vice President Commissioner Joseph Driscoll Commissioner Sean Elsbernd Commissioner Victor Makras Commissioner Herb Meiberger Commissioner Wendy Paskin-Jordan Gary A. Amelio Executive Director

2 Page 2 of 8 Pledge of Allegiance Roll Call: Commissioner Al Casciato 10:00 Commissioner Joseph D. Driscoll 10:00 Commissioner Sean Elsbernd 10:00 Commissioner Wendy Paskin-Jordan 10:00 Commissioner Victor Makras 10:00 Commissioner Herb Meiberger Absent Commissioner Brenda Wright 10:00 Public Comment Commissioner Casciato reviewed the procedures for public comment. Louie Givt, retiree, addressed the Board regarding the method for calculating pension shortages. OPENING CALENDAR 1. Approval of Minutes of the July 13, 2011 Board Meeting Moved by Commissioner Elsbernd, Seconded by Commissioner Paskin-Jordan to Approve the Minutes of the July 13, 2011 Board Meeting as amended. Ayes: Casciato, Driscoll, Elsbernd, Makras, Paskin-Jordan, Wright Absent: Meiberger INVESTMENT CALENDAR 2. Approval of Clarification of Staff Authority Regarding Emerging Market Equity Gary Amelio, Executive Director, David Kushner, Deputy Director for Investments, and Bob Shaw, Managing Director, presented an oral and written report on this item. Mr. Amelio noted that the Board would be provided with specific recommended language for all motions on action items in the future. Mr. Kushner reported that at its July 13, 2011 meeting, the Retirement Board of the San Francisco Employees Retirement System ( SFERS or the Trust ) passed the following motion with respect to the funding of new Emerging Market Equity investment mandates (the Mandates ): Authorizing Staff to move up to $250 million. $100 to the DFA Small Cap and equal amounts to the other two products. Move from the ETF account first and amounts from Mondrian and Wellington that achieve the purpose. After reviewing the motion and having discussions with the City Attorney s office and the Executive Director, Investment Staff ( Staff ) is asking for clarification of the actions that Staff is authorized to undertake with respect to the mandates. Specifically, the clarifications involve: A. Initial Funding. Staff requests that the $250 million be designated as initial funding such that Staff will have the authority to rebalance and make additional investments as changes in the markets and the Trust s asset allocation and sub-asset class structure warrant.

3 Page 3 of 8 B. $100 million to the DFA Small Cap and equal amounts to the other two products. Staff requests that the funding to be defined as initial funding to Dimensional Fund Advisors (DFA ) Emerging Markets Small Cap Equity and that the other two products (DFA Emerging Markets Core Equity and Capital International ( CI ) Emerging Market Growth Fund) be specifically mentioned and that the reference to equal amounts be removed. This will give Staff the authority and flexibility to adjust allocations should it be needed at the time of initial funding or in the future. C. Authorizing Staff to engage, and fund at Staff s discretion, the DFA Emerging Markets Value Equity product, with a requirement that Staff inform the Retirement Board when funding takes place. In response to a question from Commissioner Makras, Mr. Kushner noted that he would provide regular reports on future funding activities under the Deputy Director for Investments report. Moved by Commissioner Paskin-Jordan, Seconded by Commissioner Elsbernd: A. Initial funding for DFA Emerging Markets Small Cap Equity, DFA Emerging Markets Core Equity and CI Emerging Markets Growth Fund shall not exceed $250 million in the aggregate; B. The initial funding will come first from the Emerging Market ETF account and then from the existing Wellington and Mondrian Emerging Markets equity accounts; C. Investment Staff is authorized to make initial investments of up to: $100 Million in DFA Emerging Markets Small Cap Equity; $75 Million in DFA Emerging Markets Core Equity; and $75 Million in the CI Emerging Markets Growth Fund. D. Additional future funding of the above referenced Mandates will be at the discretion of Staff and consistent with Retirement Board approved Asset and Sub-asset Class targets and ranges. E. Staff is authorized to place under contract the DFA Emerging Markets Value Equity Fund, and may utilize the product at Staff s discretion. Staff must inform the Retirement Board upon initial funding of the product. Ayes: Casciato, Driscoll, Elsbernd, Makras, Paskin-Jordan, Wright Absent: Meiberger 3. Approval of Investment Guidelines for Emerging Market Equity David Kushner, Deputy Director for Investments, and Bob Shaw, Managing Director, presented an oral and written report on this item. At its July 13, 2011 meeting, the Retirement Board approved Capital International and Dimensional Fund Advisors (DFA) as Emerging Markets Equity Managers. Based upon discussions between these managers, Staff, and Angeles Investment Advisors (General Consultant), guidelines were prepared to define the benchmark for the managers as well as portfolio objectives and constraints consistent with the managers investment processes. Following approval by the Retirement Board, the guidelines will be incorporated into the Investment Management Agreement for each respective manager. Moved by Commissioner Paskin-Jordan, Seconded by Commissioner Wright to Approve Investment Guidelines for:

4 Page 4 of 8 DFA Emerging Markets Core Equity DFA Emerging Markets Small Cap Equity DFA Emerging Markets Value Equity Capital International Emerging Markets Growth Fund Ayes: Casciato, Driscoll, Elsbernd, Makras, Paskin-Jordan, Wright Absent: Meiberger 4. Deputy Director for Investments Report David Kushner, Deputy Director for Investments, and Bob Shaw, Managing Director, presented an oral and written report on this item. The DDI reported: As of July 31, 2011, the fund was valued at approximately $15.3 billion dollars. The DDI provided the Board with reports detailing movement of funds between sub-asset classes for the month ended July 31, 2011, as well as current asset and sub-asset class allocation information. The DDI cautioned that these are preliminary estimates of return and valuation. The DDI informed the Board of the following compliance issues: o Aberdeen/Western/Prima/Artio/Oaktree/Pyramis/Stone Harbor each have holdings in securities violating credit quality guidelines due to downgrades by ratings agencies. All these securities were in compliance at time of purchase. Staff has approved continued retention at discretion of manager, with monthly reporting requirements. o Real Estate is below the allowed target range. Staff continues to evaluate selective opportunities and expects to make recommendations for additional investments in the near future. o Global REITs are slightly above allowed allocation. Staff expects to request Board approval in the near future to allow a range as a percentage of the Real Estate exposure as opposed o to a single point target. Emerging Markets Debt is slightly above allowed ranges. Staff anticipates addressing this as part of the sub-asset class allocation currently under way The DDI reported that William Nemerever, portfolio manager for the GMO Emerging Markets Debt portfolio, has announced he will retire at the end of the year. This is not unexpected, and there has been a transition of responsibilities under way for some time. The DDI reiterated to the Board that the Fund remains solid, and sufficient liquidity exists to meet the Fund s needs for the foreseeable future. Commissioner Wright requested an update on the monthly Active Risk Summary report included in the written report. Mr. Kushner reported that an update on the Risk Management Project is scheduled to be presented to the Investment Committee at the November meeting. Commissioner Wright requested brief verbal monthly updates as part of the regular DDI report. This was a discussion only item.

5 Page 5 of 8 DEFERRED COMPENSATION PLAN CALENDAR 5. Deferred Compensation Manager Report Carol Cypert, Deferred Compensation Manager, presented an oral and written report on this item. Target Date Fund implementation has been set for February 24, Ms. Cypert provided an update on the status of the Stable Value Fund in regard to current market conditions. This was a discussion only item. ADMINISTRATION CALENDAR 6. Presentation of the Retirement System Travel Expense Report for the period Ending June 30, 2011 Gary Amelio, Executive Director, presented an oral and written report on this item. Commissioner Wright left the meeting at 10:25 AM. Commissioner Driscoll requested an update on the staffing and resources available to the Investment Division, based upon observation of international travel expenses incurred by the Investment Division which were detailed in the report. Moved by Commissioner Driscoll, Seconded by Commissioner Paskin-Jordan to Approve the Retirement System Travel Expense Report for the period Ending June 30, Ayes: Casciato, Driscoll, Elsbernd, Makras, Paskin-Jordan Absent: Meiberger, Wright 7. Executive Director s Report Gary Amelio, Executive Director, presented an oral and written report on this item. Mr. Amelio reported that the San Francisco Deferred Compensation Plan (SFDCP), has received a 2011 Leadership Recognition Award through the National Association of Government Defined Contribution Administrators' (NAGDCA). This award recognizes the SFDCP for outstanding achievements in Effective Communication. NAGDCA will recognize the 2011 award winners at the September Annual Conference in Albuquerque, New Mexico. Carol Cypert, Deferred Compensation Manager, will accept the award on behalf of the SFDCP. Mr. Amelio reported that he has responded in writing to the request regarding Prima from Commissioner Meiberger that was made at the last meeting; President Casciato was also copied on the written response.

6 Page 6 of 8 Commissioner Paskin-Jordan requested an update on the staffing of the Deferred Compensation program. Mr. Amelio presented a brief update on planned Deferred Compensation activities, including implementation of Target Date Funds and a Roth option. Staffing capacity will be reviewed as part of this process. Commissioner Driscoll and Commissioner Paskin-Jordan recommended consideration of adding additional staff in this area. Jay Huish, Deputy Director, noted that no requests for additional staff were made by staff or the Board during the Department s budget process and that funding currently exists in the Deferred Compensation budget to hire temporary staffing if needed. Commissioner Paskin-Jordan requested an update on staffing for the Deferred Compensation program. Mr. Amelio indicated that this would be provided in a separate meeting. Mr. Amelio reviewed the Forward Calendar, including the planned September 16, 2011, Board Retreat. Attachments provided for informational purposes: - Educational Opportunities List - Forward Calendar - Request for Proposal in Progress - Blackout Period List This was a discussion only item. 8. Consent Calendar All matters listed hereunder constitute a Consent Calendar, are considered to be routine by the Retirement Board and will be acted upon by a single vote of the Board. There will be no separate discussion of these items unless a member of the Board so requests, in which event the matter shall be removed from the Consent Calendar and considered as a separate item. 8a. Voluntary Retirement Board List No b. Decision of Hearing Officers Michael S. Block (Deceased - 12/7/02) Effective Date: 12/8/02 Andres Garcia, Jr. Effective Date: 6/30/10 Christine L. Harris Effective Date: 6/25/11 Cecilia E. Jackson Effective Date: 7/1/07 Q-4 Police Officer III Police 4230 Estate Investigator Human Services 3634 Librarian III Public Library 2908 Hospital Eligibility Worker Human Services Death As A Result of Duty Denied Ordinary Disability Retirement Ordinary Disability Retirement /Stip Ordinary Disability Retirement /Stip Denied

7 Page 7 of 8 Michelle A. Kern Effective Date: 6/30/10 Arturo A. Medrano Effective Date: PERS Stephen J. Smith Effective Date: 6/27/09 Deborah I. Young Effective Date: 7/1/10 8c. Petition for Rehearing Michael S. Block (Deceased - 12/7/02) Effective Date: 12/8/02 Q4 Police Officer III Police 8304 Deputy Sheriff Sheriff H-40 Battalion Chief Fire 9163 Transit Operator MTA Q-4 Police Officer III Police Industrial Disability Retirement CAL-PERS - Disability Retirement Industrial Disability Retirement/Stip Ordinary Disability Retirement /Stip Death As A Result of Duty Denied Moved by Commissioner Elsbernd, Seconded by Commissioner Paskin-Jordan to Approve the Consent Calendar Ayes: Casciato, Driscoll, Elsbernd, Makras, Paskin-Jordan Absent: Meiberger, Wright Commissioner Wright returned at 10:50. RETIREMENT BOARD MEMBER S REPORT 9. Board Member Item Hiring of Commission Secretary Commissioner Casciato presented an oral report on this item. Commissioner Casciato noted that a Commission Secretary would assist in ensuring that deadlines are met and keep the Board organized. Caryn Bortnick, Deputy City Attorney, noted that the Charter allows the Board to appoint a Commission Secretary. Commissioner Casciato recommended the appointment of a Commission Secretary. Commissioner Makras recommended that this be noticed through the Committee meeting process. Ms. Bortnick noted that the Board, under the Terms of Reference for the Executive Director, has already appointed the Executive Director as Secretary for the Board. The Executive Director may delegate staff to serve in his place. Mr. Amelio noted that Mr. Nickens, Executive Assistant, and Ms. Armanino, Executive Secretary, and himself are and have been available to accept, process or assign to staff any Board request, and that Ms. Armanino prepares Board expense reports and processes travel and reimbursement requests; Mr. Amelio and Mr. Nickens are and have been available to address a number of other issues.

8 Page 8 of 8 Commissioner Elsbernd spoke against the motion, as the department is currently facing other staffing challenges. Moved by Commissioner Wright and Seconded by Commissioner Makras: to hire a Commission Secretary. Ayes: Casciato, Driscoll, Makras, Paskin-Jordan, Wright Noes: Elsbernd Absent: Meiberger 10. Board Member s Report Commissioner Meiberger submitted a written report regarding his attendance at the 2011 Summer Roundtable, July 13-15, 2011, held in Vancouver, BC 11. Adjournment There being no further business, the Board adjourned its meeting at 11:17 AM. Respectfully submitted, Gary A. Amelio Executive Director