Fresno County Board of Retirement s6

BOARD OF RETIREMENT FRESNO COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

“Our mission is to administer the retirement benefits for the members and beneficiaries in a prudent, accurate, timely and cost-effective manner, while administering fund assets in a manner that achieves investment and funding objectives within prudent levels of risk”

August 5, 2015

REGULAR MEETING AGENDA MINUTES

Trustees Present:

Laura P. Basua Greg Baxter Dr. Rod Coburn, III Vicki Crow Paul Dictos, CPA Robert Dowell Eulalio Gomez Steven Jolly

Trustees Absent:

Mary Ann Rogozinski, Alternate Vacant Seat

Staff and Service Providers Present:

Donald Kendig, Retirement Administrator Becky Van Wyk, Assistant Retirement Administrator Elizabeth Avalos, Executive Assistant Kelly Prinz, Retirement Benefits Manager Conor Hinds, Supervising Accountant Jeffrey MacLean, Verus Harvey Leiderman, Reed Smith, via tele-conference Dean Stuckenschmidt, County Counsel

Members of the Public that Addressed the Board:

Robert Skowronski, FCERA Member

1. Call to Order

Chair Jolly called the meeting to order at 8:30 AM.

Chair Jolly noted that Trustee Crow was absent and there was one vacancy on the Board [Alternate Trustee Rogozinski was absent as well].

2. Pledge of Allegiance

Recited.

3. Public Comment

Donald Kendig, Retirement Administrator, noted that two handouts were made available to the Trustees, one for Closed Session (Item 7.A.) and another for Item 6.B. (PIMCO Liquid Alternatives book).

08/05/15 Regular Agenda Minutes 2 No other public comments were made.

4. Consent Agenda

On behalf of Robert Skowronski, FCERA Member, Chair Jolly pulled Consent Item 4.E. for comment. Trustee Dowell pulled Consent Item 4.F. for discussion.

A. Retirements July 2015 – RECEIVED AND FILED; APPROVED

B. Public Records Requests and/or Retirement Related Correspondence – RECEIVED AND FILED

C. Budget Status for the Quarter Ended June 30, 2015 – RECEIVED AND FILED

D. FCERA Cash Flow as June 2015 – RECEIVED AND FILED

G. Election Nomination/Declaration Form Revisions – RECEIVED AND FILED; APPROVED

A motion was made by Trustee Gomez, seconded by Trustee Basua to accept Consent Items 4.A. – 4.D. and 4.G. as presented. VOTE: Unanimous (Absent – Crow)

E. Verus Communications and Updates – RECEIVED AND FILED

 TA Realty Personnel Departures  KKR Mezzanine Partners Update: KKR SEC Settlement  Eaton Vance Alternative Service Model Contract Revision  Exchange Traded Funds Introduction

Robert Skowronski, FCERA Member, commented on Exchange Traded Funds.

Trustee Crow joined the Board at 8:34 AM.

A motion was made by Trustee Coburn, seconded by Trustee Dowell, to accept Consent Item 4.E. as presented. VOTE: Unanimous

F. Travel Request from Trustee Basua 6th Annual Hamilton Lane Investors Meeting on October 12-13, 2015 – RECEIVED AND FILED; APPROVED

Trustee Dowell asked if the Hamilton Lane meeting was a due diligence meeting. It was noted Trustee Bausa could conduct due diligence while at the meeting and would be provided a list of pertinent questions and that a report of the findings would be provided/presented to the Board at a following Board meeting.

A motion was made by Trustee Dowell, seconded by Trustee Gomez, to approve Consent Item 4.F. as presented. VOTE: Unanimous

5. Minutes

A. July 15, 2015 Retirement Board Regular Meeting Minutes – APPROVED

08/05/15 Regular Agenda Minutes 3 A motion was made by Trustee Coburn, seconded by Trustee Dictos, to approve Item 5 as presented. VOTE: Unanimous

6. Discussion

A. Consideration of Private Equity Search Recommendations presented by Jeffrey MacLean, Verus

 Private Equity Outlook  Private Equity Search  Private Equity Recommendations

Jeffrey MacLean, Verus, began the Private Equity (PE) presentation with a brief overview the PE current market environment and strategy highlights noting that PE funds have generated solid returns over the past year driven by the accommodative exit environment. The Board engaged in detailed discussion regarding various PE strategies, current exposure & commitment pacing, fees, and risks.

Mr. MacLean noted that the PE recommendation includes one direct private equity fund (Warburg Pincus) and one PE Fund of Funds (Hamilton Lane). Historically, FCERA has invested on both a direct basis and through PE Fund of Funds (FOF). FCERA has a successful track record investing with both of these firms and the pairing of a direct and FOF strategy provides substantial diversification and a lower combined fee relative to FOF investments alone. Therefore, it was recommended that the Board invite Hamilton Lane and Warburg Pincus to present to the Board for further consideration and education.

A motion was made by Trustee Baxter, seconded by Trustee Crow, to invite Hamilton Lane and Warburg Pincus to present to the Board for further consideration and education as recommended. VOTE: Unanimous

RECEIVED AND FILED; APPROVED

B. Consideration of Hedge Fund Implementation Options (Cont’d) including Hedge Fund Management Request for Information (RFI) Results presented by Donald Kendig, Retirement Administrator –

Donald Kendig, Retirement Administrator, opened discussions by confirming that on May 6, 2016 Jeffrey MacLean of Verus provided an overview on all significant on hedge fund implementation options, and reminding that on June 3, 2015 the Board received further education from Grosvenor on all by the Specialty Consultant option, and that the Board directed Staff to issue a Request for Information (RFI) for potential Hedge Fund Allocation options. It was noted that 55 responses were received. Based on those responses and to close the educational loop, Staff recommended issuing an invitation to Cliffwater LLC to present an educational on non-discretionary to discretionary specialty consulting for the September 2, 2015 Regular meeting, and the Board should have all the education it needs at that time to make an informed decision.

A motion was made by Trustee Gomez, seconded by Trustee Baxter, to approve Staff’s recommendation as presented. VOTE: Unanimous

08/05/15 Regular Agenda Minutes 4 RECEIVE AND FILE; APPROVED

C. Finalize Annual Offsite Agenda Topics

Donald Kendig, Retirement Administrator, opened discussions with a brief overview of the suggested topics of discussion for the upcoming Off-site Educational Summit. Mr. Kendig recommended the addition of a presentation on the history of the current investment consultant relationship, and the consulting profession in general.

A motion was made by Trustee Coburn, seconded by Trustee Crow, to approve the topics of discussion as modified to include the history of the investment consultant and consulting. VOTE: Unanimous

APPROVED

7. Closed Session:

A. Conference with Legal Counsel – Existing Litigation and Settlement Agreement re Attorneys Fees/Costs - pursuant to G.C. §54956.9: Thomas Alberda v. Board of Retirement of FCERA, Fresno County Superior Court Case No. 10 CE CG 02961 and Fifth District Court of Appeal Case Nos. F064017 and F069466 – APPROPRIATE ACTION

B. Disability Retirement Applications – Personnel Exception – pursuant to G.C. §54957: - APPROPRIATE ACTION(S)

1. Kristin Wilson 2. Charlotte Thompson 3. Frances Coronado

8. Oral Reports:

A. Report out of Closed Session

7.A.No reportable action.

7.B.1. Wilson – Decision – To correct the years of general service for the Applicant based on the Amended Findings of Fact and Decision. M – Jolly. S – Basua. VOTE: Unanimous

7.B.2. Thompson – Decision – To approve the service connected disability benefits based on the Findings of Fact and Decision. M – Coburn. S – Baxter. VOTE: Yes – Basua, Baxter, Coburn, Crow, Dictos, Dowell, Gomez. No – Jolly. MOTION PASSED.

7.B.3. Coronado – Decision – To approve the service connected disability benefits based on the Findings of Fact and Decision. M – Basua. S – Dictos. VOTE: Yes – Basua, Baxter, Coburn, Crow, Dictos, Dowell, Jolly. No – Gomez. MOTION PASSED. 08/05/15 Regular Agenda Minutes 5

B. FCERA Administration

Administration reported on the following:

Administration received Board support to schedule a two-day training course for the Board and Staff on Crucial Conversations. The training will take place on September 17-18, 2015 in the FCERA Board Chambers. Staff will notify the Members of the officer closure.

C. Board Counsel

Board Counsel had nothing to report.

D. Committee Reports

There were not Committee reports.

E. Board Members

Trustee Basua recommended projecting any presentations on the over-head screen in order that the public can follow along.

There being no further business, the meeting adjourned at 11:25 AM.

Donald C. Kendig, CPA Secretary to the Board

08/05/15 Regular Agenda Minutes