MINUTES APPROVAL OF MINUTES. Trustee Hightman presented the Minutes from the Board meeting of June 10, Trustee Vogel moved that:

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1 MINUTES Meeting of the Board of Trustees of the State Universities Retirement System 10:50 a.m., Friday, September 16, 2011 The Northern Trust, 50 South LaSalle Street London Room B9, Chicago, Illinois The following Trustees were present: Ms. Carrie Hightman, Chairwoman; Dr. John Engstrom, Dr. J. Fred Giertz, Ms. Dorinda Miller, Mr. Steven Rogers, Mr. Antonio Vasquez, and Mr. Mitchell Vogel. Others present: Mr. William Mabe, Executive Director; Mr. Michael Weinstein, General Counsel; Mr. Daniel Allen, Chief Investment Officer; Mr. Douglas Wesley, Deputy Chief Investment Officer; Ms. Phyllis Walker, Chief Financial Officer; Mr. Terrin Krantz, Director of Human Resources; Mr. Steve Hayward, Director of Internal Audit; Ms. Angela Lieb, Director of Member Services; Pam Butler, Director of Outreach; Ms. Stefanie Rice, Executive Assistant; Ms. Mary Pat Burns of Burke, Burns & Pinelli; Ms. Patti Somerville-Koulouris of the Northern Trust Company; Ms. Amy Williams of Gabriel, Roeder, Smith & Company; Ms. Renaye Manley of the Service Employees International Union; Ms. Linda Brookhart of the State Universities Annuitants Association; and Mr. Jason Parks of Loop Capital. Roll call attendance was taken. Trustee Beaulieu, absent; Trustee Berns, absent; Trustee Engstrom, present; Trustee Giertz, present; Trustee Hightman, present; Trustee Miller, present; Trustee Rogers, present; Trustee Vasquez, present; Trustee Vogel, present; Trustee Williams, absent. Trustee Hightman called the meeting to order at approximately 10:50 a.m. APPROVAL OF MINUTES Trustee Hightman presented the Minutes from the Board meeting of June 10, Trustee Vogel moved that: The Minutes from the June 10, 2011, Board meeting be approved as presented. Motion seconded by Trustee Miller and carried with all Trustees present voting in favor. REVIEW OF COMMITTEE ACTION Investment Committee On behalf of the Investment Committee, Trustee Giertz moved that: Fiscal Year 2012 Investment Plan 1. The SURS Fiscal Year 2012 Investment Plan be approved as presented.

2 Implementation Plan of 2011 Asset/Liability Study Outputs/Domestic Equity Structure Analysis* 2. The target weights for the U.S. equity portfolio be approved as presented. 3. A search be conducted to identify qualified domestic small-cap growth equity managers for an allocation within the domestic small-cap equity mandate. Real Estate Search* 4. A search be conducted to identify qualified opportunistic real estate managers. Investment Policies 5. The revised Investment Policy document for the defined benefit plan be approved as presented. 6. The revised Investment Policy document for the Self Managed Plan (SMP) be approved as presented. Securities Lending Provider Review 7. Credit Suisse be retained as a securities lending provider. Custodian Provider Review 8. The Northern Trust Company be retained as SURS master custodian. Custodian/Securities Lending Provider Search* 9. A search be conducted to identify a qualified master trust/custodian provider. 10. A search be conducted to identify a qualified securities lending provider. Consent to Assignment of Investment Management Agreements 11. Consent to the assignment of the investment management agreement with Mondrian Investment Partners be approved, pending legal review, which will result from the purchase of the remaining minority interest from Hellman & Friedman. 12. Consent to the assignment of the investment management agreement with RhumbLine Advisers be approved, pending legal review, which will result from the expected internal purchase of the interest of majority owner, J.D. Nelson. *Quiet period takes into effect beginning September 16, 2011, and runs until the conclusion of the search. Corporate Governance No action required. Audit Committee On behalf of the Audit Committee, Trustee Engstrom moved that: A search for an actuarial audit provider be conducted. The Internal Audit Plan for Fiscal Year 2012 and 2013 be approved.

3 Governmental Affairs Committee On behalf of the Governmental Affairs Committee, Trustee Hightman moved that: The proposed Administrative Rules Amendments be approved as presented, and be submitted to JCAR for First Notice. Proposed Amendment One to the Restatement of the Self-Managed Plan be approved as presented. Personnel and Resource Committee No action required 2012 MEETING DATES Trustee Hightman presented a list of meeting dates for The second day of the February Investment Committee meeting will be an educational forum that will apply towards trustee educational training required by law. The March Board and Committee meetings will occur in Springfield. A copy of the 2012 Schedule of Board Meetings is incorporated as a part of these Minutes as Exhibit 1. BOARD TRAVEL Trustee Hightman presented Board training requirements and travel for the Board s review and approval. At the recommendation of Trustee Vogel, all State Universities Annuitant Association meeting travels and expenses are incorporated into the current list of meeting and training opportunities. Trustee Vasquez moved that: The Board of Trustees travel to attend conferences or trainings listed on the September 2011 list of Upcoming Training Opportunities as well as all meetings of the State Universities Annuitants Association be approved and that all resulting allowable expenses consistent with SURS travel policy be reimbursed. Motion seconded by Trustee Engstrom and carried with all Trustees present voting in favor. Mr. Allen discussed the Callan October 2011 Regional Breakfast Workshop and advised that attendance would apply towards trustee training requirements. A copy of staff s memorandum entitled Board Training Requirements and Travel Approval and a list of Upcoming Training Opportunities as of September 2011 are each incorporated as a part of these Minutes as Exhibit 2 and Exhibit 3. A copy of Callan Associates October 2011 Regional Breakfast Workshops is incorporated as a part of these Minutes as Exhibit 4. LEGAL SERVICES CONTRACTS Mr. Michael Weinstein discussed the request for proposal seeking investment, tax and litigation legal counsel. Of the fifteen responses received, Thomas, Mamer and Haughey focused on staff representation in disability claims hearings. Background of the firm was provided with the discussions of retention.

4 A list of criteria used in selecting law firms was provided. It was determined that SURS does not currently need a tax attorney; however, the issue will be revisited on an as need basis. Background information was provided as to each of the firms considered for investment counsel. Katten Muchin Rosenman LLP will be retained to assist with investment law. Mayer Brown will continue to be retained for pending matters. BOARD ELECTION UPDATE Mr. Steve Hayward provided a Board of Trustees Election update beginning with reviewing the 2009 election process, which was the first election for the SURS Board of Trustees. Said election was guided by emergency administrative rules. At that time, four contributing member trustees and two annuitant trustees, with either three- or six-year terms, we elected. For the 2012 election, three positions will need to be filled two contributing member openings and one annuitant opening. The new trustees elected in 2012 will serve a six-year term beginning July 15, The election process will be governed by the Administrative Rules previously approved by the Board February 2011, and JCAR rules previously approved June Mr. Hayward reviewed the election process, changes for the 2012 election and important deadlines for said election. A copy of staff s memorandum entitled 2012 Board of Trustees Election Update is incorporated as a part of these Minutes as Exhibit 5. GENERAL COUNSEL S LITIGATION REPORT Mr. Weinstein provided a litigation report updating the Trustees on pending litigation matters. CLOSED SESSION MINUTES DISCUSSION Mr. Weinstein presented a list of stored closed session meeting recordings. According to the Open Meetings Act, said recordings can be destroyed after 18 months after approval and opening of the minutes by the Board. Trustee Rogers moved that: In accordance with the Open Meetings Act, all verbatim meeting recordings listed on Exhibit A be destroyed. Motion seconded by Trustee Miller and carried with all Trustees present voting in favor. INFORMATIONAL ITEMS NOT REQUIRING COMMITTEE ACTION Mr. Weinstein presented the FOIA Report for a brief review. The following items were provided for reference and are incorporated as a part of these Minutes. 1. Exhibit 6 General Counsel s FOIA Report 2. Exhibit 7 - Comparative Financial Reports and Budget Variance 3. Exhibit 8 - Report on Refunds, Disability, Death, Survivor and Disability Retirement Allowance Claims 4. Exhibit 9 - Self-Managed Plan Update for the Quarter ending June 30, 2011

5 There being no further business to come before the Committee, Trustee Vasquez moved that the meeting adjourned. Motion seconded by Trustee Giertz and carried. Respectfully submitted, WEM:ssr Mr. William E. Mabe Secretary, Board of Trustees