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APFC Fund Managers Board of Trustees Annual Meeting September 26-27, 2018 TABLE OF CONTENTS Tab No. Title 1 Agenda 2 Approval of Minutes Memo a) May 23-24, 2018 b) July 24, 2018 3 CEO’s Reports a) Pending Board Matters b) Trustee Education c) Disclosure Report d) Travel e) Due Diligence Log f) Staff Education & Training 4 Communications 5 Financials 6 Cash Flow 7 Monthly Performance Report 8 Strategic and Tactical Moves 9 Investment Management Fee Report 10 FY19 Budget Report a) Capital Project Appropriations Report 11 Chief Investment Officer’s Report 12 Report of Annual Audit Memo a) Presentation: KPMG Annual Audit 13 Callan APFC Performance Review Memo a) Presentation: Callan APFC Performance 14 Risk Overview Memo a) Presentation: Risk Dashboard 15 Asset Class Updates: Public Equites Memo a) Presentation: Public Equities 16 Asset Class Updates: Fixed Income Memo a) Presentation: Fixed Income 1/462 17 Asset Class Updates: Private Equity & Special Opportunities Memo a) Presentation: Private Equity & Special Opportunities 18 Asset Class Updates: Asset Allocation Strategies Memo a) Presentation: Asset Allocation Strategies Review 19 Asset Class Updates: Real Assets Memo a) Presentation: Real Assets: Infrastructure, Special Income, Real Estate, Absolute Return 20 Strategic Plan Review Memo a) Strategic Plan Review 21 FY20 Budget Approval Memo a) Presentation: FY20 Proposed Budget b) FY20 Proposed Budget Request 22 Legislative Requests Memo 23 Investing in Global Real Estate Memo a) Presentation: RCLCO b) Presentation: CBRE c) Presentation: Brookfield 24 Investing in Alaska Emerging Managers Memo a) Presentation: Hamilton Lane b) Presentation: GCM Grosvenor 25 Alaska Investment Policy Memo a) Proposed Alaska Investment Policy SEPTEMBER 2018 b) Resolution 18-03 In-State Emerging Manager Program 26 Chief Investment Officer Interviews Memo 27 Election of Corporate Officers Memo 28 Calendar of Upcoming Board Meetings Memo a) 2019 BOT Meetings b) 2020 BOT Meetings 2/462 Separator Page Agenda 3/462 ANNUAL MEETING OF THE BOARD OF TRUSTEES September 26-27, 2018 Anchorage Marriott Downtown 820 West 7th Avenue, Anchorage, AK 99501 Webinar Access (click link to join webinar) Join via WebEx and enjoy the ability to listen on your computer and follow presentations: https://alaskapfc.webex.com/join/apfc Teleconference Access Call-in toll-free number: 1-844-740-1264 / Access Code (Meeting Number): 809 584 681 AGENDA WEDNESDAY, SEPTEMBER 26, 2018 8:30 a.m. CALL TO ORDER ROLL CALL (Action) APPROVAL OF AGENDA (Action) APPROVAL OF MINUTES (Action) May 23-24, 2018 July 24, 2018 SCHEDULED APPEARANCES AND PUBLIC PARTICIPATION 8:45 a.m. CHIEF EXECUTIVE OFFICER’S REPORTS (Information/Standard Reports) Pending Board Matters, Trustee Education Report, Disclosures, Travel, Due Diligence Log, Staff Education & Training Communications Financials Cash Flow Monthly Performance Report Strategic and Tactical Moves Investment Management Fee Report 9:00 a.m. CHIEF INVESTMENT OFFICER’S REPORT (Information) Marcus Frampton, Acting Chief Investment Officer 9:15 a.m. REPORT OF ANNUAL AUDIT (Action) Beth Stuart, Office Managing Partner, KPMG Valerie Mertz, Chief Financial Officer 9:45 a.m. PERFORMANCE REVIEW (Information) Greg Allan and Steve Center, Callan Associates Inc. 4/462 10:45 a.m. BREAK 11:00 a.m. RISK OVERVIEW (Information) Marcus Frampton, Acting Chief Investment Officer ASSET CLASS UPDATES (Information) 11:45 p.m. PUBLIC EQUITIES Fawad Razzaque, Director of Public Equities 12:15 p.m. BREAK / LUNCH 12:45 p.m. FIXED INCOME Jim Parise, Director of Fixed Income 1:15 p.m. PRIVATE EQUITIES & SPECIAL OPPORTUNITIES Steve Moseley, Director of Private Equity & Special Opportunities 1:45 p.m. ASSET ALLOCATION STRATEGIES Valeria Martinez, Director of Risk & Asset Allocation 2:15 p.m. BREAK 2:30 p.m. REAL ASSETS, PRIVATE INCOME, & ABSOLUTE RETURN Marcus Frampton, Acting Chief Investment Officer Rose Duran, Director of Real Estate Jared Brimberry, Senior Portfolio Manager 3:00 p.m. REVIEW OF STRATEGIC PLAN Angela Rodell, Chief Executive Officer 3:45 p.m. FY20 BUDGET APPROVAL (Action) Valerie Mertz, Chief Financial Officer 4:30 p.m. LEGISLATIVE REQUESTS (Action) Angela Rodell, Chief Executive Officer 5:00 p.m. RECESS FOR THE DAY AGENDA CONTINUED ON NEXT PAGE 5/462 THURSDAY, SEPTEMBER 27, 2018 8:30 a.m. MEETING RECONVENES 8:35 a.m. INVESTING IN GLOBAL REAL ESTATE (Information) Moderator: Marcus Frampton, Acting Chief Investment Officer Taylor Mammen, RCLCO, Managing Director, Institutional Ben Maslan, RCLCO, CFA Principal Myles Sanger, CBRE, Portfolio Director Tim Munn, CBRE, Director Separate Accounts EMEA, Head of Inbound Capital Chris Harris, Brookfield, Senior Vice President Barry Blattman, Brookfield, Senior Managing Partner and Vice Chairman 10:00 a.m. BREAK 10:15 a.m. INVESTING IN ALASKA EMERGING MANAGERS (Information) Steve Moseley, Director of Private Equity & Special Opportunities Paul Yett, Hamilton Lane, Managing Director Investment Committee Jason Howard, GCM Grosvenor, Partner 11:15 a.m. ALASKA INVESTMENT POLICY (Action) Marcus Frampton, Acting Chief Investment Officer Angela Rodell, Chief Executive Officer 12:15 p.m. BREAK/LUNCH 12:45 p.m. CHIEF INVESTMENT OFFICER INTERVIEWS 4:00 p.m. EXECUTIVE SESSION – CIO CANDIDATES (If needed) Angela Rodell, Chief Executive Officer 4:45 p.m. ELECTION OF CORPORATE OFFICERS (Action) Chair and Vice Chair, APFC Board of Trustees 5:00 p.m. OTHER MATTERS 2019 and 2020 Calendar of Board Meetings (Action) Angela Rodell, Chief Executive Officer 5:15 p.m. INVESTMENT ADVISOR COMMENTS (Information) George Zinn 5:30 p.m. TRUSTEE COMMENTS FUTURE AGENDA ITEMS 5:45 p.m. ADJOURNMENT NOTE: TIMES MAY VARY AND THE CHAIR MAY REORDER AGENDA ITEMS (Please telephone Danielle Graham at 907.796.1519 with agenda questions.) 6/462 Separator Page Approval of Minutes Memo 7/462 SUBJECT: Approval of Minutes ACTION: ____X______ DATE: September 26th, 2018 INFORMATION: ___________ BACKGROUND: Staff reviewed the following Board of Trustees meeting summary minutes, draft copies are attached for your approval. May 23-24, 2018 Quarterly Board of Trustees Meeting . July 24, 2018 Special Board of Trustees Meeting RECOMMENDATION: Approval of the summary minutes of the Board of Trustees meetings listed above. 8/462 Separator Page May 23-24, 2018 9/462 ALASKA PERMANENT FUND CORPORATION QUARTERLY MEETING OF THE BOARD OF TRUSTEES May 23-24, 2018 8:00 a.m. Location of Meeting: Atwood Building 550 West 7th Avenue, Suite 104 Anchorage, Alaska 99501 SUMMARY MINUTES Trustees Present: William G. Moran, Chair Carl Brady, Vice Chair Marty Rutherford Andrew Mack Craig Richards Staff Present: Angela Rodell, CEO Russell Read, CIO Valerie Mertz, CFO Chris Poag, General Counsel Paulyn Swanson Valeria Martinez Marcus Frampton Stephen Moseley Fawad Razzaque Jim Parise Chad Brown Robin Mason Danielle Graham Nellie Metcalfe Invited Participants and Others Present: Bob Schroeder, Public Comment Rick Steiner, Public Comment Ceal Smith, Public Comment Chris Rose, Public Comment Clem Tillion, Public Comment Gregory Allen, Callan Associates Inc. Steven Center, Callan Associates Inc. Brian Deese, BlackRock John Goldstein, Goldman Sachs Hilary Irby, Morgan Stanley Michael Abbott, Alaska Mental Health Trust Authority Andrew Stemp, Alaska Mental Health Trust Authority Michael Oak, McLagan Partners Alaska Permanent Fund Corporation 1 Quarterly Board of Trustees Meeting Minutes 10/462 May 23-24, 2018 CALL TO ORDER CHAIR MORAN called the meeting to order at 8:00 a.m. ROLL CALL VICE CHAIR BRADY, TRUSTEE RICHARDS, TRUSTEE RUTHERFORD, TRUSTEE MACK, CHAIR MORAN were present to form a quorum. APPROVAL OF AGENDA CHAIR MORAN stated that on the third page of the agenda, the section on real estate investment pacing, and then a review of the annual asset allocation needed to be switched so that the asset review would be at 11:00 and pacing at 12:30. There were no objections raised to the meeting agenda, as modified. APPROVAL OF MINUTES (February 21-22, 2018; March 15, 2018) CHAIR MORAN stated that there were two sets of minutes, and if there were no changes, they are considered approved. SCHEDULED APPEARANCES AND PUBLIC PARTICIPATION CHAIR MORAN moved to the schedule of appearances and public participation, and stated there were a number of people listed that would like to address the board. Each testimony was limited to two minutes. He recognized Mr. Steiner. MR. STEINER stated that he had two brief asks of the board that, if possible, could be acted on today. He commended the board and staff for organizing the Environmental Social and Governance session, and for the fantastic panel. First, he endorsed the CIO’s recommendation to the board to provide guidance to the staff on the Environmental Social and Governance policy, and asked that the board direct staff to develop a robust, comprehensive ESG policy to bring back to the board for consideration and possible adoption at the next board meeting. Second, he asked to look at the fossil fuel divestment request that hundreds of Alaskans have made since last December’s meeting. He asked that the board direct staff to aggregate and understand the total fossil fuel holdings of the fund, analyze performance over time, and their future risk, and then come to the board with a recommendation regarding divestment from a fiduciary standpoint, even over and above the ESG standpoint. He continued that these two simple steps would be a giant leap forward to progressive government policy. He thanked the board. CHAIR MORAN recognized Ms. Ceal Smith. MS. SMITH stated that
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