Executive Summary - Informational TO: State Investment Board FROM: Dave Hunter DATE: August 16, 2019 SUBJECT: SIB Meeting Materials – August 23, 2019 The August SIB meeting will include a high-level performance update as of June 30, 2019, noting that we pushed our comprehensive annual investment performance review (with Callan) to September 27th due to very tight fiscal year end reporting time constraints. RIO’s CFO Connie Flanagan and Senior Financial Accountant Susan Walcker have been hounding our managers to finalize their June 30, 2019, results and valuations since July 1. Due to Connie’s and Susan’s relentless efforts, we effectively “closed” our books this morning. RIO will now seek to confirm and reconcile all investment valuations, cash flows and returns with our custodian (Northern Trust) and consultant (Callan) over the next week in advance of our auditors (Clifton Larson Allen) coming onsite the last week of August to complete their fiscal year end audit procedures. The August SIB meeting materials will address the following topics: 1. Asset and Performance Overview – Given the above noted time constraints, RIO will distribute this high level asset and performance update on or about August 22nd. 2. Public and Private Equity – Darren Schulz and Eric Chin will provide updates on the comprehensive review of our $6.4 billion public equity and $200 million private equity programs. Board Action will be requested to approve up to a $75 million commitment to Adams Street Partners 2019 Global Fund. RIO notes that Adams Street is our largest private equity manager and their Global Funds for 2015, 2016, 2017 and 2018 have performed well and ranked in the 1st or 2nd quartile by Callan as of March 31, 2019. Jeff Diehl, Managing Partner and Head of Investments, and Miguel Gonzalo, Head of Investment Strategy and Risk Management, from Adams Street have been invited to provide a firm and market update in addition to a review of our Adams Street portfolio and private equity investment strategy. 3. Legacy Fund Earnings Committee – RIO reviewed historical earnings of the Legacy Fund and explained the challenges faced in estimating future “earnings” based on the current definition. RIO also shared how other similar investment funds, like the Alaska Permanent Fund and North Dakota’s Common Schools Trust Fund, have used the Percent of Market Value approach for estimating future “earnings” and developing a sustainable spending policy. 4. Large Transfers and AG Settlement Fund – RIO notes the Budget Stabilization Fund is expected to increase to approximately $665 million following recent transfers in excess of $545 million. Board Action will be requested to approve the Office of the Attorney General as a new contractual investment client relating to the $1.1 million AG Settlement Fund. 5. BND Match Loan CD Program – In response to BND requesting a $100 million increase in this BND CD investment program, RIO respectfully requests the SIB to consider increasing the program size from $200 million to $300 million while extending fixed rate terms from 5 years to 10 years. RIO obtained indicative pricing spreads from our largest fixed income managers to obtain evidence the spread being charged to like term U.S. Treasury’s was sufficient to compensate for the incremental liquidity risk. RIO notes that “economically targeted investing” is prohibited unless the investment meets the “exclusive benefit rule” whereby: a) the cost does not exceed the fair market value at time of investment; b) the investment offers an equivalent or superior rate of return for a similar investment with a similar time horizon and similar risk; c) sufficient liquidity is maintained in the fund to permit distributions in accordance with plan terms; and d) the safeguards that a prudent investor would adhere to our present. 6. Annual Governance Manual Review – If the SIB concurs, RIO intends to conduct our annual Governance Manual Review over the next four months in order to facilitate a more meaningful review. Under this proposal, the SIB and RIO would review Section A on Executive Limitations and Section B on Governance Process this month. At the conclusion of our monthly board discussions, the SIB may make a motion to accept recommended changes, if any, to our Governance Manual. 7. Review of Governance Expert Proposed Ideas – RIO will summarize the ideas shared last month by Amy McDuffee on best practices in board governance. Shared ideas will include the desired form and length of executive summaries, succession planning, use of consent agendas, the development of a core curriculum for all board members versus a custom oriented approach tailored to meet individual needs, the desire to formally engage our consultant in board member orientation (or “on boarding”), and consideration of informal board dinners or lunches to stimulate more open board member discussion and/or expand discussion on the roles and responsibilities of the board, staff, consultants, managers or other outside experts. 8. Agency Update – RIO will highlight recent efforts to make RIO more efficient by redefining roles and responsibilities to address areas of increased emphasis (such as investment risk management and enhanced due diligence reporting and compliance monitoring). RIO is currently seeking to hire a new Investment Accountant (new FTE) and a new Investment Compliance Officer (existing FTE). ND STATE INVESTMENT BOARD MEETING Friday, August 23, 2019, 8:30 a.m. Peace Garden Room, State Capitol 600 E Blvd., Bismarck, ND I. APPROVAL OF AGENDA II. APPROVAL OF MINUTES (July 26, 2019) III. INVESTMENTS A. Asset & Performance Overview - Mr. Hunter (25 minutes) Informational 1. Public Equity Update - Mr. Eric Chin Informational 2. Legacy Fund Earnings Committee Update – Mr. Hunter Informational 3. Investment Update – Large Transfers and AG Settlement Fund Board Action B. Private Equity Update – Mr. Darren Schulz (40 minutes) Informational 1. Adams Street Global Fund 2019 – Mr. Jeff Diehl and Mr. Miguel Gonzalo 2. Staff Recommendation and Pacing Schedule – Mr. Schulz Board Action C. Match Loan CD Program Update - Mr. Hunter (enclosed) (25 minutes) 1. Bank of North Dakota – Mr. Eric Hardmeyer Informational 2. Staff Recommendation – Mr. Hunter Board Action =========================== Break from 10:15 to 10:30 a.m. ============================== IV. GOVERNANCE (enclosed) (90 minutes) A. Annual Governance Manual Review - Mr. Hunter Board Action B. Review of Proposed Ideas by Governance Expert and Board – Mr. Hunter Informational C. Board Education – Conferences Informational D. RIO Agency Update – Mr. Hunter Informational V. OTHER Next Meetings: Securities Litigation Committee – September 4, 2019, 3:00 p.m. RIO Conference Room Audit Committee - September 26, 2019, 10:00 a.m. RIO Conference Room SIB - September 27, 2019, 8:30 a.m., State Capitol, Peace Garden Room VI. ADJOURNMENT Any individual requiring an auxiliary aid or service, please contact the Retirement and Investment Office (RIO) (701) 328-9885 at least three (3) days prior to the scheduled meeting. 1665 NORTH DAKOTA STATE INVESTMENT BOARD MINUTES OF THE JULY 26, 2019, BOARD MEETING MEMBERS PRESENT: Brent Sanford, Lt. Governor, Chair Rob Lech, TFFR Board, Vice Chair Troy Seibel, PERS Board, Parliamentarian Jon Godfread, Insurance Commissioner Toni Gumeringer, TFFR Board Bryan Klipfel, WSI Designee Adam Miller, PERS Board Mel Olson, TFFR Board Yvonne Smith, PERS Board MEMBER ABSENT: Kelly Schmidt, State Treasurer Jodi Smith, Commissioner of Trust Lands STAFF PRESENT: Eric Chin, Senior Investment Officer Connie Flanagan, Chief Financial Officer Bonnie Heit, Admin Svs Suprv David Hunter, Exec Dir/CIO Fay Kopp, Dep ED/CRA Sara Sauter, Audit Svs Suprv Darren Schulz, Deputy CIO GUESTS: Mike Burton, Teachers’ Fund for Retirement Julie Dahle, Choice Financial Group Sen. Jim Dotzenrod, Legacy/Budget Stab. Adv. Board Karlene Fine, Industrial Commission Shane Goettle, Odney Public Affairs Jon Griffin, SIB Audit Committee Eric Hardmeyer, Bank of North Dakota Danelle Hopkins, Governor’s Office Rep. Keith Kempenich, Legacy/Budget Stab. Adv. Board Allen Knudson, Legislative Council Adam Mathiak, Legislative Council Amy McDuffee, Mosaic Governance Advisors Scott Miller, Public Employees Retirement System Anders Odegaard, Attorney General Counsel Andrea Pfennig, Industrial Commission Tim Porter, Bank of North Dakota Angela Rodell, Alaska Permanent Fund Ryan Rauschenberger, Tax Commissioner Sheila Sandness, Legislative Council Mylynn Tufte, Public Employees Retirement System Sen. Rich Wardner, Legislative Assembly CALL TO ORDER: Lt. Governor Sanford, Chair, called the State Investment Board (SIB) regular meeting to order at 8:30 a.m. on Friday, July 26, 2019, at Bismarck State College, National Energy Center of Excellence, Room 335, Bismarck, ND. 1 7/26/19 1666 MINUTES: IT WAS MOVED BY MR. OLSON AND SECONDED BY MS. SMITH AND CARRIED BY A VOICE VOTE TO APPROVE THE MAY 24, 2019, AND JUNE 19, 2019, MINUTES AS DISTRIBUTED. AYES: MR. MILLER, COMMISSIONER GODFREAD, MR. OLSON, MR. KLIPFEL, MS. GUMERINGER, MR. SEIBEL, DR. LECH, MS. SMITH, AND LT. GOVERNOR SANFORD NAYS: NONE MOTION CARRIED ABSENT: TREASURER SCHMIDT, COMMISSIONER SMITH AGENDA: The Board considered the agenda for the July 26, 2019, meeting, IT WAS MOVED BY DR. LECH AND SECONDED BY COMMISSIONER GODFREAD AND CARRIED BY A VOICE VOTE TO ACCEPT THE AGENDA FOR THE JULY 26, 2019, MEETING. AYES: MS. GUMERINGER, MS. SMITH, MR. KLIPFEL, DR. LECH, COMMISSIONER GODFREAD, MR. OLSON, MR. SEIBEL, MR. MILLER, AND LT.