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ARKANSAS TEACHER RETIREMENT SYSTEM December 2, 2019 1400 West Third Street BOARD ROOM Little Rock, AR 72201 Board of Trustees Me

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ARKANSAS TEACHER RETIREMENT SYSTEM December 2, 2019 1400 West Third Street BOARD ROOM Little Rock, AR 72201 Board of Trustees Me ARKANSAS TEACHER RETIREMENT SYSTEM December 2, 2019 1400 West Third Street BOARD ROOM Little Rock, AR 72201 Board of Trustees Meeting 12:30 p.m. Trustees Danny Knight, Chair Dr. Richard Abernathy, Vice Chair Anita Bell Lloyd Black Kathy Clayton Kelly Davis Shawn Higginbotham Bobby G. Lester Chip Martin Robin Nichols Janet Watson Ex Officio Trustees Candace A. Franks, State Bank Commissioner Johnny Key, Education Commissioner Honorable Andrea Lea, State Auditor Honorable Dennis Milligan, State Treasurer AGENDA ARKANSAS TEACHER RETIREMENT SYSTEM BOARD OF TRUSTEES December 2, 2019 12:30 p.m. 1400 West Third Street Little Rock, AR 72201 I. *Call to Order/Roll Call. page 1. II. *Motion for Excused Absences. III. *Adoption of Agenda. page 2. IV. Executive Summary. (Attachment No. 1) page 7. V. *Approval of Prior Meeting Minutes. A. *October 7, 2019 Minutes. (Attachment No. 2) page 24. B. *June 3, 2019 Minutes - Scriverner's error. (Attachment No. 3) page 39. C. *September 11, 2019 - Scriverner's error. (Attachment No. 4) page 53. VI. Authority to Transact Business. A. *Resolution 2019-45. (Attachment No. 5) page 57. VII. Preliminary Active Actuarial Valuation. Judy Kermans and Brian Murphy of Gabriel, Roeder, Smith and Company (Attachment No. 6) page 58. VIII. Statement of Financial Interest. (Attachment No. 7) page 104. IX. *Proposed 2020 Board of Trustees Schedule. (Attachment No. 8) page 122. X. Report of Member Interest Waived Under A.C.A. Sec. 24-7-205. No Member interest waived this reporting period. * Action Item 2019-11-25 14:39:48.406746 2 Board of Trustees -- Agenda December 2, 2019 Page 2 of 5 XI. Report of Employer Interest and Penalties Waived Under A.C.A. Sec. 24-7-411. One (1) Employer penalties and interest was waived this reporting period in the amount of $168.96. (Attachment No. 9) page 123. XII. Manifest Injustice Report. (Attachment No. 10) page 124. XIII. *Manifest Injustice For Board Approval. A. *In Re: MI-2018-006. 1. *Question as to whether a Manifest Injustice exists. 2. *Question as to waiving the look-back period. 3. *Question as to billing LRSD for employer contributions. 4. *Question as to billing LRSD interest from FY 2015 to FY 2020. 5. *Question as to billing LRSD interest from FY 1997 to FY 2014. 6. *Question as to future interest. XIV. *Member Appeal. Martha Miller, General Counsel, and Kevin Odum, Attorney Specialist A. *In Re: Benny Tunstall MA-2019-001. (Attachment No. 11) page 125. XV. Audit Committee Report. Kelly Davis, Audit Committee Chair A. Internal Audit Follow-up Report: Implementation of Legislation Enacted by the 91st General Assembly for the Period December 24, 2017 - April 30, 2019. (Attachment No. 12) page 133. B. Internal Audit Report: Board Resolutions Effective July 1, 2018/July 1, 2019. (Attachment No. 13) page 135. C. Internal Audit Department Updates. 1. Arkansas Continuity of Operations Program (ACOOP) Plan Review Scores. (Attachment No. 14) page 143. 2. Changes in Internal Audit Staff. XVI. Investment Committee Report. Robin Nichols, Investment Committee Chair A. Arkansas Related and Investment Update. 1. List of Fund Closings. a. KPS Special Situations Fund V, L.P., a Private Equity Turnaround Fund that will Invest in Large Manufacturing Companies with Solvable Operating and Financial Difficulties, the Board Authorized Commitment of up to $30 Million Dollars on September 11, 2019 was Accepted and Closed on October 15, 2019. * Action Item 2019-11-25 14:39:48.406746 3 Board of Trustees -- Agenda December 2, 2019 Page 3 of 5 b. KPS Special Situations Mid-Cap Fund, L.P., a Private Equity Turnaround Fund that will Invest in Middle Market Manufacturing Companies with Solvable Operating and Financial Difficulties, the Board Authorized Commitment of up to $30 Million Dollars on September 11, 2019 was Accepted and Closed for $20 Million Dollars on October 15, 2019. 2. Investment Manager Guideline Update. B. General Investment Consultant Report. 1. Preliminary Performance Report for the Month Ending October 31, 2019. (Attachment No. 15) page 145. C. Real Assets Consultant Report. 1. Performance Report for the Quarter Ending June 30, 2019. (Attachment No. 16) page 169. 2. *2020 Real Assets Commitment Pacing (Total Pacing $330 Million Dollars). (Attachment No. 17) page 219. a. Core Real Estate No New Allocation. b. Value Added Real Estate $180 Million Dollars. c. Opportunistic Real Estate $100 Million Dollars. d. Infrastructure $50 Million Dollars. 3. *Recommendation to Commit up to $50 Million Dollars In Long Wharf Real Estate Partners Fund VI, L.P., a Value Added Real Estate Fund Focused on Acquiring a Diversified Portfolio of Assets at Significant Discounts to Values. (Attachment No. 18) page 223. a. *Resolution 2019-42. (Attachment No. 19) page 243. D. Private Equity Consultant Report. 1. *2020 Private Equity Pacing Schedule (Total Pacing $300 Million Dollars). (Attachment No. 20) page 244. a. *Seven Small or Mid Buyout/Growth/Turnaround $30 Million Dollars Each. b. *Debt/Distressed Assets $30 Million Dollars. c. *Franklin Park Venture Fund XIII (formerly the Franklin Park Venture Fund Series 2019) $30 Million Dollars. d. *Franklin Park International Fund X (formerly Franklin Park International Fund 2019) $30 Million Dollars. e. *ATRS/FP Private Equity Fund (Co-Investment Fund) No New Allocation. * Action Item 2019-11-25 14:39:48.406746 4 Board of Trustees -- Agenda December 2, 2019 Page 4 of 5 2. *Recommendation to Commit up to $30 Million Dollars in Franklin Park Venture Fund XIII, L.P., (formerly Franklin Park Venture Fund Series 2019) a Fund of Funds Managed by Franklin Park Investing in Venture Capital Private Equity Funds. (Attachment No. 21) page 250. a. *Resolution 2019-43. (Attachment No. 22) page 259. 3. *Recommendation to Commit up to $30 Million Dollars in Franklin Park International Fund X, L.P. (formerly Franklin Park International Fund 2019), a Fund of Funds Managed by Franklin Park Investing in International Private Equity Funds. (Attachment No. 23) page 260. a. *Resolution 2019-44. (Attachment No. 24) page 266. 4. *ATRS/FP Private Equity Fund, L. P., a Multi-Strategy Fund Focused on Co-Investments and Other Strategies That Will Use Accumulated Recallable Distributions to Fund New Investments in the Near Term. (Attachment No. 25) page 267. 5. *Recommendation to Commit up to $20 Million Dollars in Thoma Bravo Explorer Fund, L.P., a Private Equity Buyout Fund Focused on U.S. Investments in Small and Lower Middle Market Software Companies, with Imminent Need. (Attachment No. 26) page 271. a. *Resolution 2019-47. (Attachment No. 27) page 276. XVII. Operations Committee Report. Bobby Lester, Operations Committee Chair A. Open Forum for Potential Rule or Law Changes by Committee Members and Board Members Present. 1. Open Forum. B. Update on Current Rule Promulgation. XVIII. *Staff Reports. A. *Medical Committee Report. A total of 13 Disability Retirement Applications were Approved. Willie Kincade, Director of Operations (Attachment No. 28) page 278. B. Financial Reports. Curtis Carter, Chief Fiscal Officer 1. Financial Statement Report. (Attachment No. 29) page 280. 2. Travel Report. (Attachment No. 30) page 281. C. *Contracts. Rod Graves, Deputy Director 1. Regular Contracts. 2. *Security Monitoring Contracts. (Attachment No. 31) page 290. * Action Item 2019-11-25 14:39:48.406746 5 Board of Trustees -- Agenda December 2, 2019 Page 5 of 5 D. Personnel Report. Vicky Fowler, Human Resources Director (Attachment No. 32) page 291. XIX. Other Business. A. Recognition of the Retirement of G. Wayne Greathouse. 1. *Resolution 2019-46. (Attachment No. 33) page 292. XX. *Adjourn. * Action Item 2019-11-25 14:39:48.406746 6 EXECUTIVE SUMMARY TO: Board of Trustees FROM: ATRS Staff RE: Executive Summary DATE: December 2, 2019 V. Authority to Transact Business. This is an updated Resolution removing the former Assoc. Director of Investments. This is the only change that is made to this existing Resolution. This is an action item . VI. Preliminary Active Actuarial Valuation. This is a standard part of the ATRS Board agenda toward the end of each calendar year. The actuarial valuation for the 2018-2019 fiscal year and the figures cited below are still preliminary, but near completion. VII. Statement of Financial Interest. This is the reminder that ATRS Trustees must file a Statement of Financial Interest (SFI) by the end of January 2020, for their financial information for calendar year 2019. Included with the portal information are the instructions for completing the SFI, and a blank SFI for your use. Since the SFI may be completed on-line at the Secretary of State's website after creating a user name at the login screen: https://www.ark.org/sos , many Trustees prefer to complete the on-line version of the SFI. ATRS staff will assist in any way possible to help you file this information. ATRS staff will also follow- up from time to time with any Trustee who has not filed their Statement of Financial Interest in the latter half of January 2020. VIII. Proposed 2020 Board of Trustee Schedule. ATRS staff has attached a proposed meeting schedule for 2019. It is subject to changes requested by the Board, and will be posted on the ATRS and State of Arkansas websites when finalized. It follows much the same pattern as in prior years, with Monday meetings to accommodate Trustees who have to travel a long distance to Little Rock. Consideration was given to the NCTR conference, which be held. This is an action item. IX. Report of Member Interest Amount Waived Under A.C.A. Sec. 24-7-205 . ATRS waives interest for members when there is a dispute between ATRS and the member as to whether ATRS made a mistake or otherwise did not do all that was required on the member's account.
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