Investment Committee Meeting Minutes

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Investment Committee Meeting Minutes – 1 MINUTES OF MARIN COUNTY INVESTMENT COMMITTEE MEETING PRETRETT ASSOCIATION One McInnis Parkway, 1st Floor Retirement Board Chambers San Rafael, CA March 13, A.M. CALL TO ORDER President Brenk called the meeting to order at 9:03 A.M. CLASSIFIEDS: Bartfeld, Bolger, Brenk, Given, Gladstern, McFarland, Piombo, Shaw (official settlement), (waived) Cooper (alternative safety), A. FIRST TIME FOR THE STATE’S COMMENT Note: The iwi to speak to the Committee about a topic when the Committee chooses the topic. There is no public comment. B. MANAGER’S ANNUAL REPORT 1. Callan Associates Manager Overview Jim Callahan, Chief Executive Officer of Callan Associates, introduced the panelists for their annual financial review. Charlie van Horne, Marketing and Customer Service Representative, and Katie Stokel, Chief Operating Officer, will report on private equity fund Abbott Capital Management (Abbott). Sue Bonfeld, Wellington (Wellington) Management Company Relationship Manager, will review the core portfolio and budget. 2. Abbott Capital Management Private Equity President Brenk asked for an update on the timing of the fund’s distribution. Mr van Horne reminded the Committee that Abbott only invests in private equity. To align interests with its investors, Abbott takes a position in each fund. Funding for MCERA’s first $100 million commitment to ACE VI began in the third quarter. Early investments returned 7% at the end of February. MCERA committed $35 million to ACE VII funding in Ms. Stokel said private equity funds are comprised of funds that vary widely in age, strategy and geography. Sales and Special Procedures MCERA 3/13/14 Investment Committee Meeting Minutes Page 1 of 6

2 represents two-thirds of the holdings, the rest in the right positions. Ms. Stokel on all expenses and internal rates of return, stating that the internal rate of return is 15% as of September 30, in response to President Brenk’s question about the use the advantage of general partners, Ms. Stokel. Stokel explained that recovery is common at the front end and increases in later years. Shore Guard asks about measuring risk and return. In response, Ms. Stokel estimates that the expected return of 2 to 2.5 is expected depending on the level of risk, and the returns are compared to industry benchmarks and other venture capital funds. 3. Wellington Management Domestic Domestic Fixed Income Ms. Bonfeld gave an overview of the Wellington core and fixed income portfolio, reporting that Portfolio Manager Campe Goodman was elected as a partner with the firm. Ms. Bonfeld is the fund that outperformed the Barclays US Aggregate over one, three, and five years. As of December 31, 2013, the fund returned a negative 1.00% in fees (and a negative 2.02% for the benchmark). In general, he said, there are too many holdings to benchmark in government banks and too much in the corporate sector, with added value in the sector and the safe option. At this time, Mr. Goodman is at risk because of the cautious view of the markets in relation to the current prices, according to Ms. Bonfeld. As a result, there is a movement of high quality bags in a high yield area. In response to Director Bolger’s question about the impact of the Federal Reserve’s actions and market sentiment on interest rates, Mrs. He also said that the Federal Reserve’s reduction in mortgage purchases would result in less money in the markets. Ms. Bonfeld on the relationship of the yield curve and market returns. Spreads don’t work, he says, because forward rates are low and most corporations are cash-strapped. For example, he noted the narrowing of the spread between investment grade and high yield bonds. President Brenk adjourned the meeting at 10:41 A.M., and resumed at 10:48 A.M. C. NEW BUSINESS 1. Structure of Morgan Stanley and Investment Properties (Shares) Consider and work to move to separate accounts proposed by Mr. . for a total cost of $ 50, 000. The concept was proposed as a way to reduce investment manager fees, which will be lower with separate accounts. Mr. Callahan about obstacles to such a transition, including the need to set up custodial accounts in multiple countries. Bo Abesamis and Mark Kinoshita of Callan Associates will lead the project, coordinating efforts with State Street’s investment managers and trustees. MCERA 3/13/14 Investment Committee Meeting Minutes Page 2 of 6

Investment Committee Meeting Minutes

Investment Committee Meeting Minutes

3 Based on the discussions, President Brenk instructed the staff to create a proof of cost savings due to the changes and cost areas that should be added. 2. The Woodmont special committee report on the special committee meeting Mr. Wickman in a memo outlining the history and structure of Woodmont’s real estate portfolio and summarizing the recommendations of the Woodmont ad hoc Committee (Committee). Committee member Given said Woodmont has been a great partner for MCERA in managing assets that have helped generate revenue for the Fund. Based on the factors listed in the Trustee’s rent book, the Committee recommends long-term housing sales and reinvestment of the proceeds. Wickman said there will be a new contract with Woodmont to handle the transition. The chairman requested comments from representatives of Woodmont Real Estate Services. The President of Woodmont Real Estate Services, Ron Granville, thanked the Committee for the partnership which he said has provided an internal rate of return of 11% since inception. Dismissing the fund, Mr. Granville has a strategic plan for each property that includes capital improvements and marketing. Mr. Granville and Woodmont are the best places to provide these services. He said the transition period for the decommissioning of the lands is less than two years. Ms. Bolger thanked Granville for her financial management and thanked Granville for his partnership with MCERA. M/S Given/Gladstern shall terminate the existing contract with Woodmont and propose and execute a new contract for Woodmont to manage the fund and prepare the property for sale, in accordance with acceptable method. They discussed the creation of a contract with Woodmont on terms of asset management, asset management, and transfer management. Part of the process, Wickman says, is strategic planning for asset transfers. Chairman Brenk led the discussions on Agenda A Case C Consider and act on Amendments to the Statement of Investment Policy on the Statement of Purpose for Fixed Income Intermediaries (Whereas) MCERA 3/13/14 . 3 of 6

Minutes Investment Committee Meeting Marin County Employees Retirement Association

4 Ms. Heaphy formulated the Objective Statement for the intermediate credit strategy for Western Asset’s fixed income portfolio. Changes to the guidelines made since the initial release of the guidelines clarify the process reviewed by Ms. Heaphy. Amendments to the Investment Policy Statement in relation to the Statement of Objectives for the Western Equity Investment Portfolio adopted by M/S Bolger/Piombo. President Brenk led the discussions on Agenda C.4, 5, 7, 8, 9, and 10 related to changes to the Investment Policy Statement related to previous work of the Investment Committee, or the Board. 4. Consider and take action on Amendments to the Policy Statement Except in relation to Final Development Goals and Guidelines, Equity Form 5. Consider and take action on Amendments to the Exception Policy Statement is contained in Appendix A, Strategic Asset Planning and Deployment. long time. (Exercise) 7. Consider and take action on the Amendment to the Statement of Investment Policy regarding the Statement of Objectives for Colchester Global Investors Global Fixed Income (Exercise) regarding the Statement of Objectives for the Eaton Vance Equity Market Emerging ( Action) 9. Consider and take action on Amendments to the Investment Policy Statement based on the Objective Statement for Pathway Capital Management (Activity) to the Investment Policy Statement based on the Objective Statement for Abbott Capital Management (Activity) M/S Piombo/Gladstern to adopt the amendments to the Investment Policy Statement as indicated in Agenda C.4, 5, 7, 8, 9, and 10 above. President Brenk led the negotiations on Agenda C.3. MCERA 3/13/14 Investment Committee Meeting Minutes Page 4 of 6

5 3. The Right Action (Action) Think and act on the investment manager’s travel schedule and participants for 2014 Wickman provided a site visit schedule to the investment managers in These can also be travel before payment. The new directors were provided in the Acts for proper supervision of the Trustees, he said. The rules are simple for those who participate in field trips. M/S Piombo/Gladstern takes the investment manager to watch

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