MINUTES OF THE BOARD MEETING OF AUGUST 4, 2016

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1 ITEM: C.1.a MINUTES OF THE BOARD OF FIRE AND POLICE PENSION COMMISSIONERS BOARD MEETING OF AUGUST 4, 2016 The Board of Fire and Pension Commissioners of the City of Los Angeles met in the LAFPP Sam Diannitto Boardroom, located at the Los Angeles Fire and Pensions Building, 701 East 3rd Street, Suite 400, Los Angeles on Thursday, August 4, COMMISSIONERS PRESENT: Pedram Salimpour, MD, President Ruben Navarro, Vice President George Aliano Corinne T. Babcock Adam Nathanson Brian Pendleton COMMISSIONER ABSENT: DEPARTMENT OF FIRE AND POLICE PENSIONS: CITY ATTORNEY'S OFFICE: Sam Diannitto Belinda Vega Robert von Voigt Raymond P. Ciranna, General Manager William Raggio, Executive Officer Tom Lopez, Chief Investment Officer Joseph Salazar, Assistant General Manager Evange Masud, Executive Administrative Assistant Joshua Geller, Deputy City Attorney President Salimpour called the meeting to order at 8:40 a.m. All of the above-listed Commissioners were present at the start of the meeting with the exception of Commissioner Babcock who arrived at 8:44 a.m. A. ITEMS FOR BOARD ACTION 1. FOLLOW UP TO INTERNAL REVENUE CODE OPERATIONAL COMPLIANCE AUDIT AND POSSIBLE BOARD ACTION Mr. Joseph Salazar, Assistant General Manager, Pensions Division presented the report to the Board. Commissioner Aliano commended the Department on their diligence. The report was

2 Page 2 received and filed. 2. PRESENTATIONS BY SPECIALIZED PRIVATE EQUITY INVESTMENT MANAGERS AND POSSIBLE BOARD ACTION D FAIRVIEW CAPITAL PARTNERS, INC. D PORTFOLIO ADVISORS, L.L.C. D STEPSTONE GROUP, L.P. D TORREYCOVE CAPITAL PARTNERS, L.L.C. D WILSHIRE PRIVATE MARKETS Ms. Erin Kenney, Departmental Audit Manager, stated that Internal Audit Section received the required disclosure information regarding gifts, campaign contributions, and charitable contributions; and that there is nothing to report under LAFPP's contractor disclosure policy with the exception of Portfolio Advisors. Their information has been distributed to the Board. Ms. Susan Liem, Investment Officer II, presented the report to the Board. DISCUSSION/SELECTION The following managers were interviewed by the Board: Fairview Capital Partners, Inc.. Representatives: Ms. JoAnn Price, Co-founder and Managing Partner, Ms. Cynthia Tsong, CFA and Principal, Mr. Douglas Boains, Partner and CFO/COO, and Ms. Lesley Nettles, Principal Portfolio Advisors, L.LC Representatives: Messrs. Todd Hughes, CFA, Gregory Garrett, Managing Director, and Ms. Elisabeth Campbell, Senior Vice President Stepstone Group, L.P. Representative: Messrs. Brey Jones, Director, John Coelho, Partner, and Ms. Natalie Walker, Vice President Torreycove Capital Partners, L.L.C. Representatives: Messrs. David Fann, President and CEO, Jeff Goldberger, CFA and Senior Vice President, and Ms. Heidi Poon, CFA, CAIA, and Senior Vice President Wilshire Private Markets Representatives: Messrs. Marc Friedberg, CFA and Managing Director, and Bill Bracamontes, Vice President Interview topics included fee structure, fund performance, LGBT managed funds, diversity,

3 Page 3 specialized and emerging managers, client base, the definition of a high quality private equity emerging manager, and diversity in hiring practices. President Salimpour recessed the meeting for a break at 10:36 a.m. and reconvened at 10:44 a.m. 1st motion Commissioner Navarro moved that the Board: 1. Approve Portfolio Advisors and a second manager as specialized private equity managers for the Fund, and, 2. Increase the total investment by $20 million to a total of $120 million, $60 million per manager, which was seconded by Commissioner Aliano and failed by the following vote: ayes, Commissioners Babcock, Nathanson, Navarro, and President Salimpour - 4; nays, Commissioners Aliano and Pendleton 2 2nd motion Commissioner Pendleton moved that the Board: 1. Approve Portfolio Advisors as the specialized private equity manager for the Fund, and, 2. Investment $100 million, which was seconded by Commissioner Aliano, and failed by the following vote: ayes, Commissioners Aliano and Pendleton 2; nays, Commissioners Babcock, Nathanson, Navarro, and President Salimpour rd motion Commissioner Navarro moved that the Board: 1. Approve Portfolio Advisors as the specialized private equity manager for the Fund, and, 2. Increase the total investment by $20 million to a total of $120 million, which was seconded by Commissioner Pendleton, and failed by the following vote: ayes, Commissioners Aliano Navarro, and Pendleton 3; nays, Commissioners Babcock, Nathanson, and President Salimpour rd motion Commissioner Aliano moved that the Board: 1. Increase the investment by $50 million for a total investment of $150 million, and 2. Approve Portfolio Advisors as a specialized private equity manager for the Fund with an investment of $100 million, and 3. Approve Fairview as a specialized private equity manager for the Fund with an investment of $50 million, which was seconded by Commissioner Navarro, and approved by the following vote: ayes, Commissioners Aliano, Babcock, Nathanson, Navarro, Pendleton, and Salimpour 6; nays, none. Commissioner Aliano moved that the Board: RESOLUTION Select Portfolio Advisors, LLC, as a specialized private equity manager for a three-year term, and a $100 million allocation, and

4 Page 4 2. Select Fairview Capital Partners, Inc., as a specialized private equity manager for a threeyear term, and a $50 million allocation, and 3. Allocate an additional $50 million for the Special Private Equity Program for a total of $150 million, and 4. Authorize Staff to negotiate terms and conditions of the contract with Portfolio Advisors, LLC, and Fairview Capital Partners, Inc., and 5. Authorize the President of the Board, on behalf of the Board, to execute the contract, subject to City Attorney approval as to form, which was seconded by Commissioner Navarro, and approved by the following vote: ayes, Commissioners Aliano, Babcock, Nathanson, Navarro, Pendleton, and Salimpour 6; nays, none. President Salimpour recessed the meeting for a break at 12:09 p.m. and reconvened at 12:18 p.m. Item F was taken out of order. F. DISABILITY CASE DISABILITY CLAIMS NEW CLAIMS TIER 3 Richard Driscoll (P) Officer III (Terminated) As recommended by staff and concurred in by the applicant, nonservice-connected disability pension is granted at 50% with no foreseeable purpose for review. Motion made by Commissioner Navarro, seconded by Commissioner Salimpour and adopted by the following vote: ayes, Commissioners Aliano, Babcock, Nathanson, Navarro, Pendleton, and President Salimpour - 6; nays, none. Mr. Driscoll was present and represented by his attorney Thomas J. Wicke, Esq. (JG) B. REPORTS TO THE BOARD 1. SEMI-ANNUAL REVIEW OF CORE AND SPECIALIZED MANAGER PRIVATE PROGRAMS AND THE COMMODITIES ALLOCATION TO PRIVATE EQUITY This item was continued. The following item was taken out of order. 3. VERBAL UPDATE ON STATUS OF CITY PROPOSAL TO TRANSFER AIRPORT POLICE TO LOS ANGELES FIRE AND POLICE PENSIONS The deadline to submit a ballot argument is August 5, 2016.

5 Page 5 2. PRESENTATION BY PRINCIPAL REAL ESTATE INVESTORS Messrs. William Grayson, Director, Institutional Marketing, and Kelly Rush, Chief Investment Officer, from Principal Real Estate Investors, presented their report. The Board discussed fees, various categories, and leverage. The report was received and filed. 4. President Salimpour asked if any Board Member made any expenditure to influence State legislative or administrative action to which their reply was negative. 5. Miscellaneous correspondence from money managers, consultants, etc. Received and Filed. 6. General Manager's Report a. Benefits Actions approved by General Manager on July 21, 2016 Pursuant to Resolution 04008, adopted by the Board of Fire & Pension Commissioners on August 7, 2003, the following benefit actions have been approved by the General Manager on July 21, DISCONTINUED PENSIONS TIER 1 3 Robert H. Lawrason Fire Service Retired: Died: Venita Picinich Fire Widow Retired: Died: Bernadette Denick Widow Retired: Died: DISCONTINUED PENSIONS TIER 2 6 John W. Brady Fire Service Retired: Died: Edwin W. Burr, Jr. Fire Service Retired: Died: Alfred W. Trembly Service Retired: Died: Mary M. Kearns Fire Widow Retired: Died: Nellie M. Hatcher Widow Retired: Died: Mercedes F. Hill Widow Retired: Died: ELIGIBLE SURVIVING SPOUSE'S PENSION TIER 1 1 Name Joanne P. Helm Deceased Member Laverne C. Helm Member's Class Disability Effective Date ELIGIBLE SURVIVING SPOUSE'S PENSION TIER 2 3 Name Muriel L. Brady Deceased Member John W. Brady Member's Class Fire Service Effective Date

6 Page 6 Barbara A. Kennedy Donna D. Lady Carlton W. Kennedy Kenneth E. Lady Fire Service Service SURVIVING CHILD'S PENSION TIER 1 1 In accordance with the City Attorney's advice, the pension benefit payable to John F. Dean, dependent child of deceased Service Pensioner, Charles H. Dean, effective April 13, 2012, is to be paid to Gloria Rickers, due to his death on August 25, SURVIVING CHILD'S PENSION TIER 5 1 Surviving child benefits are now payable to Dulce L. Congo, surviving child of deceased Officer II, Kevin A. Congo, effective July 15, 2016 due to the attainment of age 18 and the continuation of full-time student status. DECREASE SURVIVING SPOUSE'S PENSION TIER 3 1 Decrease the pension payable to Sylvia R. Cuesta, surviving spouse of deceased Officer II, Filbert H. Cuesta, due to the attainment of age 18 by Sierra R. Cuesta, effective July 7, DECREASE SURVIVING SPOUSE'S PENSION TIER 5 1 Decrease the pension payable to Leticia M. Congo, surviving spouse of deceased Officer II, Kevin A. Congo, due to the attainment of age 18 and full-time student status by Dulce L. Congo, effective July 15, PARTIAL PAYMENT OF PENSION TIER 2 1 the pension payable to Stanley J. Ludwig, Service Pensioner, is to be paid to his former spouse Marilyn K. Ludwig, effective July 1, Ms. Ludwig will receive cost of living adjustments. PARTIAL PAYMENT OF PENSION TIER 4 1 the pension payable to Larry S. Burns, Service Pensioner, is to be paid to his former spouse Elsa L. Burns, effective July 1, Ms. Burns will receive cost of living adjustments. PARTIAL PAYMENT OF PENSION TIER 5 13 the pension payable to David J. Breedlove, Service Pensioner, is to be withheld for his former spouse Mona-Ann I. Breedlove, effective July 14, 2016.

7 Page 7 the pension payable to Michael D. Camacho, Service Pensioner, is to be withheld for his former spouse Bertha Camacho, effective July 1, the pension payable to Gilbert Curtis, Service Pensioner, is to be paid to his former spouse Mona J. Velazquez, effective July 14, Ms. Velazquez will receive cost of living adjustments. the pension payable to Scott B. Gill, Fire Service Pensioner, is to be paid to his former spouse Kimberly J. Gill- Rabinoff, effective July 9, Ms. Gill-Rabinoff will receive cost of living adjustments. the pension payable to Mark A. Gozawa, Fire Service Pensioner, is to be paid to his former spouse Diane T. Stauber, effective July 14, Ms. Stauber will receive cost of living adjustments. the pension payable to Paul A. Hinton, Service Pensioner, is to be withheld for his former spouse Gai M. Tyler Cole-Hinton effective July 14, the pension payable to Randall R. Main, Fire Service Pensioner, is to be withheld for his former spouse Kathy Main effective July 1, the pension payable to Daniel A. Martens, Fire Service Pensioner, is to be paid to his former spouse Elizabeth M. Martens, effective June 29, Ms. Martens will receive cost of living adjustments. the pension payable to Michael R. Monroy, Fire Service Pensioner, is to be paid to his former spouse Anne M. Monroy, effective July 1, Ms. Monroy will receive cost of living adjustments. the pension payable to Karen A. Owens, Service Pensioner, is to be paid to her former spouse Eric C. Owens effective July 1, Mr. Owens will receive cost of living adjustments. the pension payable to Peter R. Pulido, Fire Service Pensioner, is to be paid to his former spouse Ruth A. Pulido, effective July 12, the pension payable to David J. Raya, Fire Service Pensioner, is to be paid to his former spouse Elba L. Jaramillo, effective July 13, Ms. Jaramillo will receive cost of living adjustments.

8 Page 8 the pension payable to Kelly N. Toman, Fire Service Pensioner, is to be paid to his former spouse Marlene M. Toman, effective June 30, Ms. Toman will not receive cost of living adjustments. MODIFIED PARTIAL PAYMENT OF PENSION TIER 5 5 the pension payable to Ramon E. Espinosa, Service Pensioner, being withheld for his former spouse Patricia J. Ferraro, since June 1, 2016, should be released effective July 1, the pension payable to Frank T. Garner, Jr., Fire Service Pensioner, being withheld for his former spouse Debora J. Garner, since May 1, 2016, should be released effective July 1, the pension payable to Harold D. Golden, Fire Service Pensioner, being withheld for his former spouse Toni D. Davis-Golden, since June 30, 2016, should be released effective July 1, the pension payable to Jose A. Morga, Fire Disability Pensioner, being withheld for his former spouse, Rocio C. Morga, since November 1, 2015, should be released effective July 1, Ms. Morga will receive cost of living adjustments. the pension payable to Arturo Yanez, Service Pensioner, being withheld for his former spouse Norma E. Yanez, since June 1, 2016, should be released effective July 1, CONSERVATORSHIP TIER 2 1 A certified copy of the Letters of Conservatorship and Guardianship for Faith L. Bitterolf, issued in the Fifth District Court of the State of Utah, County of Iron, Case Number , appointing Teresa L. Bitterolf, Conservator and Guardian for Faith L. Bitterolf, surviving spouse of deceased Detective III, Gary D. Bitterolf, effective May 24, 2016, has been filed with this office. Pension payments will be paid to Teresa L. Bitterolf for the benefit of Faith L. Bitterolf, effective April 8, DEFERRED SERVICE PENSION TIER 3 1 Steven J. Heglar Sergeant II Eff: Years 262 Days SERVICE PENSION TIER 3 1

9 Page 9 Merav Tyler Officer III Eff: Years 169 Days SERVICE PENSION TIER 5 1 Yolanda I. Nagata Officer II Eff: Years 0 Days SERVICE PENSION/DROP TIER 3 1 Victor A. Brown Detective II Eff: Years 57 Days SERVICE PENSION/DROP TIER 5 1 Fire Timothy A. Kelly Battalion Chief Eff: Years 43 Days DISCONTINUE DROP TIER 3 4 Darryl L. Lee Retired: Exit Close of: James S. Ross Retired: Exit Close of: Amanda C. Serrano Retired: Exit Close of: Estelle Sison Retired: Exit Close of: DISCONTINUE DROP TIER 4 5 Kellie M. Castillo Retired: Exit Close of: Angela M. Krieg Retired: Exit Close of: Michael E. Piesik Retired: Exit Close of: Louis H. Reyes Retired: Exit Close of: Diana M. Smith Retired: Exit Close of: DISCONTINUE DROP TIER 5 56 Fire Daryl C. Arbuthnott Retired: Exit Close of: Theron E. Baker Retired: Exit Close of: P. D. Bayless Retired: Exit Close of: Gerald M. Bedoya Retired: Exit Close of: Dennis A. Burke Retired: Exit Close of: Jose R. Camunas Retired: Exit Close of: Rafael Garza, Jr. Retired: Exit Close of:

10 Page 10 Scott B. Gill Retired: Exit Close of: Mark A. Gozawa Retired: Exit Close of: Michael A. Greenup Retired: Exit Close of: Kenneth W. Haiston Retired: Exit Close of: Jose Holguin, Jr. Retired: Exit Close of: Daniel R. Hovey Retired: Exit Close of: Reynaldo Lavalle Retired: Exit Close of: Michael R. McKnight Retired: Exit Close of: James Medley Retired: Exit Close of: John F. Murray Retired: Exit Close of: Richard S. Paiz Retired: Exit Close of: Peter R. Pulido Retired: Exit Close of: David J. Raya Retired: Exit Close of: Roy L. Rodriguez Retired: Exit Close of: David S. Zucker Retired: Exit Close of: Margaret J. Adler-Brownell Retired: Exit Close of: Robert E. Barnes Retired: Exit Close of: Patricia L. Blake Retired: Exit Close of: David J. Breedlove Retired: Exit Close of: Gilbert Curtis Retired: Exit Close of: Robert J. Dorazio Retired: Exit Close of: Lester M. Freeman, Ill Retired: Exit Close of: Juan C. Gonzalez Retired: Exit Close of: Orlando T. Green, II Retired: Exit Close of: Rickey L. Green Retired: Exit Close of: Steven W. Griffin Retired: Exit Close of: Steven A. Henderson Retired: Exit Close of: Paul A. Hinton Retired: Exit Close of: John S. Hunt Retired: Exit Close of: Alvin L. Jackson Retired: Exit Close of: Joseph Johnson, Jr. Retired: Exit Close of: Jesus F. Linn Retired: Exit Close of: James I. MacDonald Retired: Exit Close of: Anthony E. Macklin Retired: Exit Close of: Dave M. Martin, Jr. Retired: Exit Close of: John F. Martinez Retired: Exit Close of: Diane E. McNair Retired: Exit Close of: Timothy R. McRath Retired: Exit Close of: Brian J. O'Hara Retired: Exit Close of: David W. Richardson Retired: Exit Close of: Luz G. Rodriguez Retired: Exit Close of: Martha Y. Rodriguez Retired: Exit Close of: Thomas M. Small Retired: Exit Close of:

11 Page 11 Robert Smith, Jr. Retired: Exit Close of: Ronald D. Spicer Retired: Exit Close of: Lorena G. Walsh Retired: Exit Close of: Michael H. Yang Retired: Exit Close of: Ann E. Young Retired: Exit Close of: Janet R. Zumstein Retired: Exit Close of: PARTIAL PAYMENT OF DROP FUNDS TIER 3 1 the DROP funds payable to Darryl L. Lee, Service Pensioner, is to be withheld for his former spouse Cidney P. Walker-Lee, effective July 31, PARTIAL PAYMENT OF DROP FUNDS TIER 5 8 the DROP funds payable to David J. Breedlove, Service Pensioner, is to be withheld for his former spouse Mona-Ann Breedlove, effective July 13, the DROP funds payable to Gilbert Curtis, Service Pensioner, is to be paid to his former spouse Mona J. Velazquez, effective July 13, the DROP funds payable to Scott B. Gill, Fire Service Pensioner, is to be paid to his former spouse Kimberly J. Gill-Rabinoff, effective July 8, the DROP funds payable to Mark A. Gozawa, Fire Service Pensioner, is to be paid to his former spouse Diane T. Stauber, effective July 13, the DROP funds payable to Paul A. Hinton, Service Pensioner, is to be withheld for his former spouse Gai M. Tyler Cole-Hinton, effective July 13, the DROP funds payable to Michael R. McKnight, Fire Service Pensioner, is to be paid to his former spouse Barbara L. McKnight, effective July 10, the DROP funds payable to Peter R. Pulido, Fire Service Pensioner, is to be paid to his former spouse Ruth A. Pulido, effective July 11, 2016.

12 Page 12 the DROP funds payable to David J. Raya, Fire Service Pensioner, is to be paid to his former spouse Elba L. Jaramillo, effective July 12, MODIFIED PARTIAL PAYMENT OF DROP FUNDS TIER 5 4 the DROP funds payable to Ramon E. Espinosa, Service Pensioner, being withheld for his former spouse Patricia J. Ferraro, since May 31, 2016, should be released effective July 1, the DROP funds payable to Harold D. Golden, Fire Service Pensioner, being withheld for his former spouse Toni D. Davis-Golden, since June 29, 2016, should be released effective July 1, the DROP funds payable to Karen A. Owens, Service Pensioner, being withheld for her former spouse Eric C. Owens since June 30, 2016, should be released July 1, the DROP funds payable to Arturo Yanez, Service Pensioner, being withheld for his former spouse Norma E. Yanez, since May 31, 2016, should be released July 1, NON-SERVICE-CONNECTED DISABILITY PENSION TIER 5 1 Name Marlena N. Guzman Member's Rank Percentage Effective Date Board Date Officer II 40% d. Other business relating to Department operations C. CONSENT ITEMS General Manager Ciranna gave the following updates: 1. The City Attorney evaluation survey needs to be completed by the Board. 1. APPROVAL OF TRAVEL AUTHORITY (NAVARRO) NCPERS, 2016 PUBLIC SAFETY EMPLOYEES PENSION & BENEFITS CONFERENCE 2. APPROVAL OF TRAVEL AUTHORITY (NAVARRO) IFEBP, 62ND ANNUAL EMPLOYEE BENEFITS CONFERENCE MOTION Commissioner Navarro moved to approve the consent items, seconded by Commissioner

13 Page 13 Pendleton and approved by the following vote: ayes, Commissioners Aliano, Babcock, Navarro, Nathanson, Pendleton, and President Salimpour 6; nays, none. D. CONSIDERATION OF FUTURE AGENDA ITEMS There were no items referred for consideration. E. GENERAL PUBLIC COMMENT ON MATTERS WITHIN THE BOARD'S JURISDICTION There were no public comments. G. CLOSED SESSION ITEMS FOR POSSIBLE BOARD ACTION 1. CLOSED SESSION PURSUANT TO SUBDIVISIONS (a), (d)(2), AND (e)(1) OF GOVERNMENT CODE SECTION , TO CONFER WITH AND RECEIVE ADVICE FROM LEGAL COUNSEL REGARDING A SIGNIFICANT EXPOSURE TO LITIGATION The Board met in closed session. 2. CLOSED SESSION PURSUANT TO SUBDIVISIONS (a) AND (d)(1) OF GOVERNMENT CODE SECTION TO CONFER WITH LEGAL COUNSEL REGARDING PENDING LITIGATION, IN THE FOLLOWING CASE: ALLEN ET AL. V. OVER AND OVER READY MIX ET AL. (CASE NUMBER BC553839) The item was not discussed. Upon reconvening in open session, President Salimpour stated there was no public report. The meeting adjourned at 1:45 p.m.

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