City and County of San Francisco Employees’ Retirement · history of the Charter Amendment. John Stenson, spoke in support of COLAs for pre‐1996 retirees and in opposition to

City and County of San Francisco Employees’ Retirement System

RETIREMENT BOARD MEETING MINUTES

Wednesday, July 13, 2016

1145 Market Street, 6th Floor San Francisco, CA 94103

1:00 p.m. MISSION STATEMENT

San Francisco City and County Employees’ Retirement System is Dedicated to Securing, Protecting and Prudently Investing the Pension Trust Assets, Administering Mandated Benefit Programs, and Providing Promised Benefits.

RETIREMENT BOARD MEMBERS

President Malia Cohen

Vice President Herb Meiberger, CFA

Commissioners Leona Bridges

Joseph Driscoll

Victor Makras

Wendy Paskin‐Jordan

Brian Stansbury

Jay Huish Executive Director

Retirement Board Minutes July 13, 2016 Page 2 of 28

DISABILITY ACCESS

The San Francisco Employees' Retirement System is wheelchair accessible. Accessible seating is available for persons with disabilities. To obtain a disability‐related modification or accommodation, including large print agendas, American Sign Language interpreters, FM sound amplification system and auxiliary aids or services, please contact Norman Nickens at (415) 487‐7025 at least two (2) business days before the meeting. There is accessible parking in the vicinity of 1145 Market Street at Civic Center Plaza. Accessible MUNI lines are available at the corner of Market Street and 8th Street. The closest accessible MUNI /BART station is Civic Center Station. Materials accompanying the agenda are available for public inspection and copying at SFERS, 1145 Market Street, 7th Floor. For additional information, please contact Norman Nickens, Executive Assistant, at (415) 487‐7025. In order to assist the City’s efforts to accommodate persons with severe allergies, environmental illness, multiple chemical sensitivity or related disabilities, attendees at public meetings are reminded that other attendees may be sensitive to various chemical based products. Please help the City to accommodate these individuals. The ringing of and use of cell phones, pagers and similar sound‐producing electronic devices are prohibited at this meeting. Please be advised that the Chair may order the removal from the meeting room of any person(s) responsible for the ringing or use of a cell phone, pager, or other similar sound‐producing electronic devices.

Know Your Rights Under the Sunshine Ordinance

(Chapter 67 of the San Francisco Administrative Code)

Government's duty is to serve the public, reaching its decisions in full view of the public. Commissions, boards, councils and other agencies of the City and County exist to conduct the people's business. This ordinance assures that deliberations are conducted before the people and that City operations are open to the people's review. FOR MORE INFORMATION ON YOUR RIGHTS UNDER THE SUNSHINE ORDINANCE OR TO REPORT A VIOLATION OF THE ORDINANCE, CONTACT THE SUNSHINE ORDINANCE TASK FORCE.

Sunshine Ordinance Task Force City Hall

1 Dr Carlton B. Goodlett Place, Room 244 San Francisco, CA 94102‐4689

(415) 554‐7724 by fax at (415) 554‐7854

or by email at [email protected]

Citizens interested in obtaining a free copy of the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of the San Francisco Administrative Code on the Internet, http://www.sfgov.org/sunshine/ Any materials distributed to the Retirement Board (or committee) within 72 hours of the meeting or after distribution of the agenda packet to Board (or committee) members are available for public inspection at SFERS, 1145 Market Street, 7th Floor, during regular office hours.

Lobbyist Registration and Reporting Requirements

Individuals and entities that influence or attempt to influence local legislative or administrative action may be required by the San Francisco Lobbyist Ordinance (San Francisco Campaign and Governmental Conduct Code sections 2.100 – 2.160) to register and report lobbying activity. For more information about the Lobbyist Ordinance, please contact the Ethics Commission at 25 Van Ness Avenue, Suite 220, San Francisco, CA 94102, telephone (415) 252‐3100, fax (415) 252‐3112 and web site: www.sfgov.org/ethics Meetings are recorded by SFGovTV, the Government Channel 26. For DVD copies and rebroadcast scheduling call (415) 554‐4188. Video on demand is available at: http://sfgovtv.org


OPENING CALENDAR

President Cohen called the meeting to order at 1:05 PM. 1. Pledge of

Allegiance

2. Roll Call

Commissioner Malia Cohen 1:05 PM Commissioner Leona Bridges 1:05 PM Commissioner Joseph D. Driscoll 1:05 PM Commissioner Victor Makras Absent Commissioner Herb Meiberger, CFA 1:05 PM Commissioner Wendy Paskin‐Jordan 1:05 PM Commissioner Brian Stansbury 1:05 PM

3. 07132016‐03 Action Item CLOSED SESSION

President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. The Board entered closed session at 1:07 PM. Conference with Legal Counsel under Government Code Section 54956.9(d)(4) and San Francisco Administrative Code Section 67.10(d)(4): Anticipated litigation as defendant, number of potential cases: one. The following individuals were present for the closed session: Commissioners Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, and Stansbury; Jay Huish, Executive Director; Caryn Bortnick, Deputy Executive Director; Norm Nickens, Board Secretary; and Ashley Dunning, Nossaman LLP. The Board left Closed Session at 1:32 PM. Action: Moved by Commissioner Meiberger, Seconded by Commissioner Bridges to return to Open Session and not disclose discussions held in Closed Session. Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

4. 07132016‐04 General Public Comment ‐ Not earlier than 1:30 PM

President Cohen called for public comment. John Stenson addressed the Board in opposition to investment in hedge funds. Herb Weiner, retiree, addressed the Board regarding investment in hedge funds and requested additional information on the possible domiciling of funds in the Cayman Islands.


John Furlan addressed the Board and urged focusing on downside risk protection. There were no additional comments from the public and President Cohen closed public comment.

5. 07132016‐05 Action Item Consideration of Protect Our Benefits’ Request for Reconsideration of the Board’s Previous Determination regarding Payment of Supplemental COLAs to pre‐1996 Retirees and Continuants

Documents provided to the Retirement Board prior to the current meeting: Staff memorandum; Letter dated July 7, 2016 from Ashley Dunning, Nossaman, LLP; Alternative Resolutions #1 and #2 Jay Huish, Executive Director, and Ashley Dunning, Nossaman LLP, presented an oral and written report on this item. Mr. Huish reported that the Retirement System retained Nossaman LLP as independent legal counsel to the Board for the purpose of advising the Board whether it has the authority and discretion to provide supplemental COLA benefits to pre‐1996 retirees without applying the full funding condition in Charter Section A8.526‐3(d) in view of the decision in Protect our Benefits v. City and County of San Francisco (2015). Ashley Dunning, Nossaman, advised the Board in closed session at its June 8, 2016 Board meeting regarding POB's request for the Board to reconsider its previous decision on this topic. Ms. Dunning noted that Article 16, Section 17 of the California Constitution and Section 12.100 of the City and County of San Francisco Charter ("Charter") grant SFERS' governing Board "plenary authority and fiduciary responsibility" for administration of the fund, including a primary duty to members, and a duty of impartiality as among members, as it administratively interprets and implements provisions of the Charter. Reasonable minds may differ with respect to the appropriate response to the question posed by the SFERS Board in this instance regarding interpretation of the Charter in light of the judicial conclusions in the POB decision. In light of the POB decision, the SFERS Board has the constitutional authority and discretion either to interpret the fully funded provision in subdivision (d) of Charter section AS.526‐3: (i) as inapplicable to the pre‐November 6, 1996 retirees, if the Board construes the City of San Francisco ("City") voters' intent as not to impose a more rigorous funding precondition to the grant of supplemental COLAs to longtime retirees than previously existed unless all pre‐passage active and retired SFERS members could be treated equally; or (ii) as applicable to the pre‐November 6, 1996 retirees, if the Board construes the City voters' intent when passing the 2011 amendment to that provision as intending to change, and make more difficult, the eligibility for supplemental COLAs for any retirees as to whom it could constitutionally be applied in order to strengthen the funding of the system to the greatest extent possible notwithstanding the differences in the treatment of pre‐passage active


members and retired SFERS members. Ms. Dunning presented alternative resolutions for the Board to consider in addressing the Protect Our Benefits' request that the Board reconsider its previous determination regarding payment of supplemental COLA benefits to pre‐1996 retirees and continuants. She noted that the Board may exercise its constitutionally provided fiduciary discretion and plenary authority, subject to judicial review, to adopt either of the proposed alternative resolutions. Ms. Dunning advised the Board that because the effect of the SFERS Board's decision on implementation of POB decision will apply equally, and without the exercise of individualized discretion, as to all active members with respect to any impact on their contributions, and to pre‐November 6, 1996 retired members and their beneficiaries, as applicable to each such large representative group, no recusals of SFERS Board members, or staff, on this topic is required. President Cohen called for public comment. John Bettencourt, retiree, spoke in support of COLAs for pre‐1996 retirees. Rudy Faltes, retiree, United Educators, retiree, spoke in support of COLAs for pre‐1996 retirees and submitted a letter on behalf of United Educators. Tony Digovinni, retiree, spoke in support of COLAs for pre‐1996 retirees. Dorothy McTaggart, retiree, spoke in support of COLAs for pre‐1996 retirees. Herbert Weiner, retiree, spoke in support of COLAs for pre‐1996 retirees. Larry Barsetti, Protect Our Benefits, commended Ms. Dunning for her work and spoke in support of COLAs for pre‐1996 retirees. Claire Zvanski, RECCSF, spoke in support of COLAs for pre‐1996 retirees. Susan Blomberg, retiree, spoke in support of COLAs for pre‐1996 retirees. Frank Kelly, retiree, spoke in support of COLAs for pre‐1996 retirees and reviewed the history of the Charter Amendment. John Stenson, spoke in support of COLAs for pre‐1996 retirees and in opposition to investment in hedge funds. Joseph Asaro, retiree, spoke in support of COLAs for pre‐1996 retirees. Sharon Johnson, retiree, spoke in support of COLAs for pre‐1996 retirees and expressed appreciation for the Board’s consideration of the matter.


There were no additional comments from the public and President Cohen closed public comment. Commissioner Driscoll moved that the Board adopt proposed Resolution No. 1 from the Nossaman memorandum and that the Board determines as follows: 1) As a result of the court's determinations in the POB decision that the "fully funded" provision in Charter section AS.526‐3, subdivision (d) does not reflect the intent of the CCSF voters when originally enacting the section in 2008 and may not constitutionally be implemented as to POB Decision‐Protected SFERS Members, subdivision (d) should not be given effect also for the oldest SFERS members who retired prior to November 6, 1996 and their beneficiaries. 2) SFERS will pay supplemental COLAs to the pre‐November 6, 1996 SFERS retirees and their beneficiaries on the same terms and conditions that it pays supplemental COLAs to POB Decision‐Protected SFERS Members and their beneficiaries; provided, however, that such payments will be made without the addition of the interest on the mandatorily ordered payments awarded by the San Francisco Superior Court as a result of the POB decision. Commissioner Meiberger seconded the motion to adopt Resolution No. 1. Commissioner Stansbury noted that the Board has a fiduciary duty to all members, active and retired. He noted that the Board was confronted with a unique set of circumstances as a result of the POB litigation, and that the Board had retained outside counsel who had indicated that the Board has the authority to provide the COLA to pre‐1996 retirees under these circumstances. He reviewed the history of the development of Proposition C though discussions between the City and its labor organizations. He stated that it was important for the Board to consider the intent of Proposition C and to do the right thing. Commissioner Driscoll spoke in support the motion to approve COLAs for pre‐1996 retirees. He noted the Board has a responsibility to all members and beneficiaries, active and retired. He reviewed the history of COLAs under the Charter and the development of Proposition C. He noted that where there is ambiguity the Board has an obligation to decide in favor of members and he therefore would be voting in support of the motion. He further noted that he was unable to interpret the judge’s opinion in the POB decision without adding language, and that he was therefore unable to reach a plain language interpretation. Commissioner Paskin‐Jordan stated that it was not the intent of voters to create two separate classes of retirees under Proposition C, and that she would be voting in support of Resolution No. 1 to approve COLAs for pre‐1996 retirees. Commissioner Meiberger expressed his appreciation to the members who have brought this matter before the Board. He noted that the Board has a fiduciary duty to its members and that ambiguities should be decided in favor of members.


Commissioner Bridges spoke in support of COLAs for pre‐1996 retirees and expressed her appreciation to the members who have brought this matter before the Board. Commissioner Cohen spoke in support of COLAs for pre‐1996 retirees and expressed her appreciation to the members who have brought this matter before the Board. She indicated that it was not the intent of the voters to distinguish between groups of retirees. President Cohen commended the members for their organizing efforts and the compassion that they brought to this issue. She noted that it was not the intent of the voters to be divisive and separate retirees into classes. She also expressed her appreciation to the Retirement Board staff for their efforts. Jay Huish, Executive Director, noted that the Board had received and included in their consideration a letter from Ben Rosenfield, Controller and Mickie Callahan, Director of Human Resources. Action: Moved by Commissioner Driscoll, seconded by Commissioner Meiberger to adopt Alternative Resolution #1 Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras The Board recessed 2:35 – 2:50 PM

9. 07132016‐09 Action Item Approval of Minutes of the June 8, 2016 Retirement Board Meeting

Documents provided to the Retirement Board prior to the current meeting: Minutes of the June 8, 2016 Retirement Board Meeting President Cohen called for public comment. Claire Zvanski, RECCSF, noted a correction to the name of an individual who spoke under public comment. There were no additional comments from the public and President Cohen closed public comment. Action: Moved by Commissioner Driscoll, seconded by Commissioner Cohen to Approve the Minutes of the June 8, 2016 Retirement Board Meeting as amended. Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

CONSENT CALENDAR


All matters listed hereunder constitute a Consent Calendar, are considered to be routine by the Retirement Board and will be acted upon by a single vote of the Retirement Board. There will be no separate discussion of these items unless a member of the Retirement Board so requests, in which event the matter shall be removed from the Consent Calendar and considered as a separate item.

10. 07132016‐10 Action Item Consent Calendar

07132016‐10a Action Item Consent Calendar

07132016‐10b Action Item Voluntary Retirement Board List No. 1‐16

07132016‐10c Action Item Decisions of Hearing Officers

Melissa L. Benzinger Effective Date: 9/30/15

Q2 Police Officer Police

Industrial Disability Retirement Granted

Rodney S. Blalock Effective Date: 4/9/15

2716 Custodian Assistant MTA

Ordinary Disability Retirement Granted

Nancy Brewer Effective Date: 7/1/14

Q52 Sergeant III Police


Joseph P. Coggan Effective Date: 11/9/13

Q4 Police Officer III Police


Richard L. Corriea Effective Date: 10/25/14

0490 Commander III Police


Frances D. Culp Effective Date: 1/1/16

2820 Sr. Health Program Planner DPH‐CMHS


Carolyn Hinton Effective Date: 4/1/14

9202 Airport Communic. Dispatcher Airport

Ordinary Disability Retirement Denied

Marcin Kazinski Effective Date: 7/1/15

5322 Graphic Artist Library


Daniel Lee Effective Date: 7/1/16

1824 Prin. Admin. Analyst MTA


James D. Meisenbach 9332 Piledriver Supervisor I Ordinary Disability Retirement


Effective Date: 2/1/14 Port Comm. Denied

Miguel D. Mendoza Effective Date: PERS

8304 Deputy Sheriff Sheriff

CalPERS ‐ Disability Retirement Certified

Mario R. Navarro‐Sunol Effective Date: 1/1/16

2944 Protective Services Supervisor Human Services


George J. Petty Effective Date: 1/15/14

H‐2 Firefighter Fire

Industrial Disability Retirement Denied

Jennifer M. Stow Effective Date: 8/1/15

H3 Firefighter/Paramedic Fire


Stephen M. Tittel Effective Date: 4/26/14

Q‐82 Captain III Police


Kristine Verstl Effective Date: PERS

8320 Counselor, Juvenile Hall Juvenile Probation

CalPERS ‐ Disability Retirement Certified

07132016‐10d Action Item Petition for Rehearing

Carolyn Hinton Effective Date: 4/1/14

9202 Airport Communic. Dispatcher Airport

Ordinary Disability Retirement Denied

George J. Petty Effective Date: 1/15/14

H‐2 Firefighter Fire

Industrial Disability Retirement Denied

07132016‐10e Action Item Travel Requests

Request Travel Approval for Commissioner Leona Bridges to attend the FIS Group Investment Conference, August 11‐12, 2016, Philadelphia, PA. Request Travel Approval for Commissioner Leona Bridges to attend CII’s 2016 Fall Conference, September 28‐30, 2016, Chicago, IL. Documents provided to the Retirement Board prior to the current meeting: Voluntary Retirement Board List, Hearing Officer Decisions, Travel Requests President Cohen called for public comment.

There were no comments from the public and President Cohen closed public comment. Action: Moved by Commissioner Meiberger, Seconded by President Cohen to approve the


Consent Calendar. Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

INVESTMENT CALENDAR

11. 07132016‐11 Discussion Item Investment Committee Report

Documents provided to the Retirement Board prior to the current meeting: Investment Committee Report Commissioner Bridges, Chair of the Investment Committee, presented and oral and written report on this item. At their meeting of June 15, 2016 the Investment Committee:

Approved the Minutes of the March 16, 2016 Investment Committee meeting;

Received an educational presentation on Investment Process from Allan Martin, NEPC and Phil Paroian, Washington State Investment Board; and,

Received an educational presentation on Risk Management from Ellen Brownell, Director Asset Allocation, Risk Management and Innovation; Philip Nelson, NEPC; and, Michael Connor, PIMCO.

President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This was a discussion only item.

12. 07132016‐12 Action Item Staff Recommendation on Implementation of Investment Restrictions for Firearm and Ammunition Manufacturers

Documents provided to the Retirement Board prior to the current meeting: Staff Memorandum Jay Huish, Executive Director, and Bob Shaw, Managing Director for Public Markets, presented an oral and written report on this item. On June 28, 2016, the San Francisco Board of Supervisors passed a resolution urging SFERS and the Retirement Board to divest from its holdings in firearm and ammunition manufacturing companies. The Board of Supervisors passed a similar resolution in early 2013 following the shooting massacre at Sandy Hook Elementary School in Newtown, Connecticut in December 2012. The Retirement Board considered divestment from firearms and ammunitions manufacturing firms at its March 13, 2013 Board meeting; however, no action was taken by the Retirement Board at that time.


For the Retirement Board's consideration, staff provided information related to the business and investment risks posed by SFERS’ investment in firearms and ammunitions manufacturers in accordance with the SFERS Social Investment Policy and Procedures. Investments in firearms and ammunitions put SFERS' portfolio at greater risk than comparable investments in companies whose products do not pose such a threat to public health and safety. The firms that make these firearms and ammunitions are subject to considerable litigation and regulatory risk. The SFERS Social Investment Policy and Procedures provide that the Retirement Board, as fiduciaries to the beneficiaries of the SFERS Trust, must give adequate recognition to the social consequences of corporate actions and investment decisions to achieve maximum long term investment return from Trust assets while ensuring that, in no event, will the tenets of the policy take precedent over the fiduciary responsibility of producing investment returns for the exclusive benefit of the members and beneficiaries. Staff recommended that the Retirement Board direct staff to provide an implementation plan and timeline for engaging with or divesting from its current public markets holdings in these firearms and ammunitions manufacturing companies as well as the other firearms and ammunitions manufacturing firms in which SFERS is not currently invested. The item was calendared before the Retirement Board at the request of President Cohen and Commissioner Makras to provide direction to staff. President Cohen spoke in support of resolution adopted by the Board of Supervisors. Commissioner Driscoll noted that there are definitional issues with the resolution adopted by the Board of Supervisors, such as what is a “firearm” or “ammunition” for purposes of providing direction to staff and managers. He also noted that the resolution did not address the issue of percentage of revenues derived from firearm or ammunition manufacturing for purposes of providing direction to staff and managers. President Cohen noted the Board of Supervisors had used a very broad definition in their resolution. Commissioner Bridges noted that a Level III divestment action would have minimal impact on the portfolio given the limited number of firms identified by staff in their report. Commissioner Paskin‐Jordan noted the Board’s obligation to not act solely on the basis of social policy, but further noted the minimal impact on the portfolio. She noted that other public funds have adopted targeted divestment programs in regard to firearms. President Cohen invited Jess Montejano, Legislative Aide to Supervisor Ferrall, to address the Board regarding the Board of Supervisors resolution. Mr. Montejano addressed the issue of gun violence, gun sales, and the resolution adopted by the Board of Supervisors calling for divestment from firms that participate in the manufacture of firearms and ammunition. He noted that some other public funds in California have already adopted similar investment restrictions.


Commissioner Paskin‐Jordan asked why was a broad definition of firearms was being used, as opposed to focusing on assault weapons. She urged a more focused definition, noted the resolution did not distinguish between different types of gun manufacturers, and recommended that staff conduct additional research on what has been done by other plans. Mr. Montejano noted the need to adopt common sense gun safety policies. President Cohen reviewed similar actions taken by other public pension plans in California as identified in the staff report. Commissioner Paskin‐Jordan spoke in support of the staff recommendation and requested additional information on the size of the allocations divested from other funds. Commissioner Stansbury requested clarification for the intent of the resolution adopted by the Board of Supervisors. Mr. Montejano noted the obligation of cities and states to move the issue of firearms violence forward in the absence of strong federal action. The Board of Supervisors resolution urges use of the Retirement Board’s existing Social Investment Policy. Commissioner Stansbury discussed the potential impact of divestment, the need to apply the provisions of the Board’s Social Investment Policy, and recommended additional discussion and research. Commissioner Meiberger read a letter in support of divestment from Senator Diane Feinstein into the record. He noted the primary impact of divestment would be the simple transfer of ownership of stock, and would not have any impact on the manufacturing and impact of firearms. He requested that the item be continued to allow staff to gather additional information to address the Board’s concerns regarding definitional issues. Mr. Huish noted that other funds have targeted manufacturers of specific weapons. President Cohen called for public comment. John Stenson spoke in opposition to divestment. Jeremy Pollack, Legislative Aide to Supervisor Avalos, spoke in support of fully divesting from firearms manufacturers. There were no additional comments from the public and President Cohen closed public comment. Action: Moved by Commissioner Meiberger, Seconded by President Cohen to direct staff to bring the item back at the September Board meeting. Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

13. 07132016‐13 Action Item Staff Recommendation on Implementation of Investment Restrictions for Thermal Coal Companies


Documents provided to the Retirement Board prior to the current meeting: Staff Memorandum Jay Huish, Executive Director, and Bob Shaw, Managing Director for Public Markets, presented an oral and written report on this item. At the May 8, 2013 Retirement Board meeting, the Board received Supervisor Avalos' letter urging the Retirement Board to consider Board of Supervisors (BOS) Resolution #126‐13 asking the Board to divest from the top 200 fossil fuel companies under the Retirement Board's Social Investment Policy and Procedures. At the October 9, 2013 Retirement Board meeting, the Board considered BOS Resolution #126‐13 and voted to direct staff to prepare an analysis and report regarding Level I and Level II engagement of fossil fuel companies under the Retirement Board's Social Investment Policy and Procedures. At the February 19, 2014 special Retirement Board meeting, staff presented its analysis and report regarding a Level I and Level II engagement of fossil fuel companies under the Retirement Board's Social Investment Policy and Procedures and the Board approved a Level I (active proxy voting) engagement of the fossil fuel companies. At the April 9, 2014 Retirement Board meeting, staff presented its report on SFERS' 2014 proxy season votes related to fossil fuels and greenhouse gas issues. Staff provided monthly 2014 proxy season vote updates to the Board at its regular meetings in May and June related to fossil fuels and greenhouse gas issues. At a special Retirement Board meeting on June 18, 2014, the Retirement Board received various educational presentations, organized through Supervisor Avalos' office, on issues related to investment in fossil fuel companies, including the impact of divestment. At the March 11, 2015 Retirement Board meeting, staff presented its analysis and report regarding Level II engagement of fossil fuel companies under the Retirement Board's Social Investment Policy and Procedures and the Board approved a Level II (active corporate engagement) engagement of fossil fuel companies. The Board also directed staff to bring an analysis and report on possible investment in a passive ex‐fossil fuels index fund. At the April 8, 2015 Retirement Board meeting, staff presented its preliminary analysis and report regarding possible investment in a passive ex‐fossil fuels index fund and the Board directed staff to complete its due diligence and bring a recommendation to the Board at a later date. The Board also approved creation of a standing Environmental, Social and Governance (ESG) Committee to review and define the Board's values and policies related to ESG issues. At the May and June 2015 Retirement Board meetings, staff provided monthly 2015 proxy season vote updates to the Board related to fossil fuels and greenhouse gas issues.


At the July 8, 2015 Retirement Board meeting, staff presented its analysis and recommendationregarding investment in a passive ex‐fossil fuels index fund and the Board approved staffs recommendation to invest $100 million in a passive ex‐fossil fuels index fund ‐ this $100 million investment in MSCI USA Ex‐Fossil Fuels index was completed in January 2016. The Board also approved amending its existing proxy voting policy by adopting the Policy on Environmental‐related Shareholder Proposals which created a first‐level screen for support for resolutions that provides additional information related to environmental issues; that require corporate actions beyond reporting of environmental issues; and that establish special corporate committees to address broad corporate policies related to environmental issues. At the December 9, 2015 Retirement Board meeting, staff presented information to the Board related to SB‐185: Public Divestiture of Thermal Coal Companies that was signed by Governor Brown on October 8, 2015 which when fully implemented will prohibit both CalPERS and CalSTRS from owning publicly issued stock, corporate bonds or other debt instruments issued by a company that generates 50% or more of its revenue from the mining of thermal coal. Staff reported on SFERS' holdings in companies that have coal mining operations that could be potentially fall under the SB‐185 restriction. Staff identified a total of 8 holdings with a market value of $21.1 million as of December 2015. The list provided to the Board included holdings that would not fit under the restrictions imposed by SB‐185, namely, global mining firms ‐ BHP Billiton, Rio Tinto, Vale and Glencore ‐which have multiple lines of business and for which thermal coal mining represents less than 10% of the firms' revenues. At its December 9, 2015 meeting, the Board approved the prudent divestment from thermal coal companies and the reinvestment of the proceeds in renewables and directed staff to prepare an implementation plan for implementing the divestment from thermal coal companies. Staff stated that they would come back to the Board with a plan for implementing the divestment from thermal coal companies. At the May and June 2016 Retirement Board meetings, staff provided monthly 2016 proxy season vote updates to the Board related to fossil fuels and greenhouse gas issues (INCR sponsored resolutions). As of June 30, 2016, SFERS held interests in nine companies that are actively involved in the mining of thermal coal with a market value of $50.4 million: 1. Alpha Natural Resources (U.S.); 2. Anglo American PLC (U.K); 3. BHP Billiton LTD (U.K); 4. Black Hills Corporation (U.S.); 5. China Resource Power Holdings (Hong Kong); 6. CLP Holdings (Hong Kong); 7. Glencore (U.K.); 8. Rio Tinto (U.K.); and, 9. Vale (Brazil).


Staff recommended: (A) that, in consideration of certain firms’ recent efforts to address the business risks associated with the mining of thermal coal and/or their relatively small percentage of revenues received from the mining of thermal coal, that the Board continue shareholder engagement (Level II of the SFERS Social Investment Policy and Procedures) for the following companies currently owned by SFERS: 1. Anglo American PLC 2. BHP Billiton LTD 3. Black Hills Corp. 4. China Resource Power HoldingsPresident Cohen called for public comment. 5. CLP Holdings 6. Glencore 7. Rio Tinto 8. Vale (B) that investment restrictions (Level III of the SFERS Social Investment Policy and Procedures) be approved for the following US companies that derive significant revenues from the mining of thermal coal: 1. Alpha Natural Resources 2. Alliance Resource 3. Arch Coal 4. Cloud Peak Energy 5. Consol Coal Resources LP 6. Hallador Energy 7. Peabody Energy 8. Westmoreland Coal For those firms engaged at Level III (investment rerstrictions) under the SFERS Social Investment Policy and Procedures, staff will direct all SFERS public market investment managers that: a. Managers are no longer authorized to purchase the restricted securities listed above; and, b. Managers must develop, in a reasonable period of time, a plan to prudently divest from the restricted securities. Commissioner Driscoll requested clarification of the timeline for divestment. Mr. Huish noted that managers would be requested to prudently invest based on a timeline proposed by the manager. Commissioner Stansbury requested data on alternative energy sources to thermal coal. Mr. Shaw discussed natural gas as an alternative for power production. Commissioner Stansbury spoke in opposition to divestment from thermal coal as a social policy,


and urged identification of alternative energy options for investment. Commissioner Paskin‐Jordan spoke in support of giving managers discretion to divest. She requested additional information from staff. Commissioner Paskin‐Jordan noted the positive impact of active constructive engagement without full divestment. President Cohen left the meeting at 3:57 PM and returned at 4:02 PM. Commissioner Bridges noted that the Board had previously provided staff with direction to prepare the materials presented to the Board. She recommended the ESG Committee work with staff to develop an implementation strategy and recommendation. Commissioner Stansbury spoke in support of active constructive engagement and in opposition to simple divestment. He recommended that the Committee consider Level II restrictions. Commissioner Driscoll asked how funds received through divestment would be reinvested. Mr. Shaw noted that the funds would remain with active managers for reinvestment. Commissioner Meiberger noted that the staff recommendation calls for managers to develop a plan for divestment. President Cohen called for public comment. Jed Holtzman, Fossil Free SF, noted that the Board had previously voted for Level III restrictions and the portfolio holdings have increased. Jeremy Pollack, Legislative Aide to Supervisor Avalos, noted that the Board had previously voted for Level III restrictions and the portfolio holdings have increased. John Stenson spoke in opposition to divestment. There were no additional comments from the public and President Cohen closed public comment. President Cohen requested clarification of the Board’s prior action. Mr. Huish reported that the Board had previously voted to adopt Level III restrictions and to develop an implementation plan for presentation to the Board. Commissioner Bridges noted that staff has developed and presented the implementation plan requested by the Board. Commissioner Paskin‐Jordan asked Mr. Coaker to address his experience with investment restrictions. Mr. Coaker noted that he was generally opposed to investment restrictions to address social policy concerns, which should be addressed through legislation, regulation, and


active engagement. Allan Martin, NEPC, noted the Board has a fiduciary obligation to the plan and recommended active engagement; divestment should be the last option considered. Commissioner Meiberger discussed the holdings identified in the staff report and requested additional data. Mr. Huish noted that managers have not been provided with a request to not invest. Action: Moved by Commissioner Stansbury, Seconded by Commissioner Paskin‐Jordan to refer the matter back to the ESG Committee for further analysis and such meeting should occur no later than August 31, 2016. Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

14. 07132016‐14 Discussion Item Report on the Investment Performance of Retirement Fund for the Quarter ended March 31, 2016

Documents provided to the Retirement Board prior to the current meeting: Staff and NEPC memoranda William J. Coaker, Jr., Chief Investment Officer, Bob Shaw, Managing Director for Public Markets, and Allan Martin, NEPC, presented an oral and written report on this item. For the quarter ended March 31, 2016, the Retirement Fund was valued at $20.0 billion, providing a net of fees total return of +l.00% for the quarter and ‐0.13% for the Fiscal Year‐to‐Date. Staff and Consultant presented two reports: • Fund Strategy providing detailed asset class and manager level performance information; and • NEPC's Investment Performance Analysis, providing a detailed review of the market environment as well as risk and return information at the Total Fund and Asset Class for SFERS. NEPC plans to expand this report to include SFERS' individual managers going forward.

Commissioner Driscoll requested updates on Bivium and Sands. President Cohen called for public comment. John Stenson recommended focusing on the S&P 500. John Furlan recommended that the Board focus on mitigating downside risk and urged tail risk hedging. There were no additional comments from the public and President Cohen closed public comment.


Action: This is a discussion only item.

15. 07132016‐15 Discussion Item Report on Managers Under Review

Documents provided to the Retirement Board prior to the current meeting: Staff Memorandum William J. Coaker, Jr., Chief Investment Officer, Bob Shaw, Managing Director for Public Markets, and Allan Martin, NEPC, presented an oral and written report on this item. Each quarter, investment staff and NEPC, SFERS' general investment consultant, provide the Retirement Board with details regarding the current status of Public Market investment managers that have been placed under review in accordance with the Guidelines for Equity and Fixed Income Manager Monitoring and Retention. Managers added to the "Under Review" list effective the quarter ended March 31, 2016: Sands Capital Management (US Large Cap Growth). Sands Capital Management is responsible for a concentrated US Large Cap Growth portfolio ($367 Million as of March 2016) and was retained in 2005. Performance trails its benchmark (Russell 1000 Growth) and the US Large Cap Peer universe for both 3‐ and 5‐years. There have been no organizational changes and the investment process remains in place. Over the past 6‐12 months, Staff has reduced the assets that Sands oversees for purposes of rebalancing and has meet with the investment team, in SFERS' offices and on‐site. Managers removed from the "Under Review" list effective the quarter ended March 31, 2016: No managers were removed from the Under Review list during the quarter ended March 31, 2016. President Cohen called for public comment. John Stenson recommended focusing on an S&P Index fund. John Furlan addressed the Board regarding risk management. There were no additional comments from the public and President Cohen closed public comment. Action: This was a discussion only item.

16. 07132016‐16 Action Item Discussion and Approval to Place Northern Trust on the Manager “Under Review” List

Documents provided to the Retirement Board prior to the current meeting: Calendar Sheet and excerpts from the Board’s Investment Policy Statement and Guidelines for Public Equity and Fixed Income Manager Monitoring and Retention Policy


At the request of Commissioner Makras, this is an action item to discuss and approve putting Northern Trust on the Manager "Under Review" List in accordance with the Board's Investment Policy Statement and Guidelines for Public Equity and Fixed Income Manager Monitoring and Retention Policy. Staff is provided copies of the applicable sections of the Board's Investment Policy Statement and Guidelines for Public Equity and Fixed Income Manager Monitoring and Retention. Staff had no recommendation on this agenda item. Commissioner Driscoll asked if there was a problem with Northern Trust. Mr. Huish noted that Commissioner Makras’ concerns were related to activities in the period 2008‐09 and Securities Lending. President Cohen recommended placing Northern Trust on the Under Review List. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Commissioner Driscoll requested clarification as to which criteria under the Policy would be used for placing them on the list. President Cohen cited non‐responsiveness. Mr. Huish noted that placing them on the Under Review List as custodian would prohibit them from receiving new assets; he recommended that the restriction on receiving additional funds be waived. Commissioner Bridges spoke in opposition to the motion as there is currently an open RFP for custodian. Commissioner Meiberger recommended continuing the item to a future meeting. Commissioner Stansbury spoke in opposition to the motion Action: Moved by President Cohen, Seconded Commissioner Meiberger to approve Placing Northern Trust on the Manager “Under Review“ List and waive restriction on receiving new assets. Ayes: Cohen, Meiberger Nayes: Bridges, Driscoll, Paskin‐Jordan, Stansbury Absent: Makras

17. 07132016‐17 Discussion Item Annual Report on Private Equity Performance by TorreyCove Capital Partners


Documents provided to the Retirement Board prior to the current meeting: Annual Report on Private Equity Performance by TorreyCove Capital Partners William J. Coaker, Jr., Chief Investment Officer, Art Wang, Managing Director for Private Markets, David Fan, TorreyCove presented an oral and written report on this item. TorreyCove, the Private Equity consultant, presented a report on the performance of the Private Equity Portfolio. Due to delays in the availability of manager and peer group performance data, the results presented are lagged by approximately six months. As of December 31, 2015: • Reported Value $2.6 billion (13.0% of Total Plan) • 10 ‐Year performance + 12.1 % (vs + 12.3% for the S&P +500 basis points benchmark) • Since Inception + 16.0% (vs+ 15.1 % for the S&P +500 basis points benchmark) President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This is a discussion only item.

18. 07132016‐18 Discussion Item Annual Report on Real Assets Performance by TorreyCove Capital Partners

Documents provided to the Retirement Board prior to the current meeting: Annual Report on Real Assets Performance by TorreyCove Capital Partners William J. Coaker, Jr., Chief Investment Officer, Art Wang, Managing Director for Private Markets, David Fan, TorreyCove presented an oral and written report on this item. TorreyCove, the Real Assets consultant, presented a report on the performance of the Real Assets Portfolio. Due to delays in the availability of manager and peer group performance data, the results presented are lagged by approximately six months. As of December 31, 2015: • Reported Value $2.16 billion (10.8% of Total Plan) • 10‐Year Performance +6.0% • Since Inception +8.3% President Cohen called for public comment.


John Stenson noted that private equity is a high risk investment and urged the Board to avoid high risk investments. John Furlan urged the Board to address down side risk in all reports. There were no additional comments from the public and President Cohen closed public comment. Action: This was a discussion only item.

19. 07132016‐19 Discussion Item Chief Investment Officer Report

Documents provided to the Retirement Board prior to the current meeting: CIO Report William J. Coaker, Jr., Chief Investment Officer, presented an oral and written report on recent events and developments in the Investment Division and in the economy and capital markets, including but not limited to:

Investment Returns;

Economic Conditions;

Disclosure regarding investments approved in closed session: Bluescape Energy Recapitalization and Restructuring Fund III CIM Urban Income Investments CMC Capital Partners II

Research and Action Plans to reduce risk, increase diversification, and increase alpha generation;

Status of actions on PIMCO’s presentation on risk mitigating options; and,

Results of a hypothetical tail risk hedging program. President Cohen called for public comment. John Furlan noted timing concerns in regard to hedging. There were no additional comments from the public and President Cohen closed public comment. Commissioner Meiberger requested more information on options modeled. Action: This was a discussion only item.

DEFERRED COMPENSATION PLAN CALENDAR

20. 07132016‐20 Discussion Item Deferred Compensation Committee Report


Documents provided to the Retirement Board prior to the current meeting: Deferred Compensation Committee Report Commissioner Driscoll, Chair of the Deferred Compensation Committee, presented an oral and written report on this item. At their meeting of June 22, 2016 the Deferred Compensation Committee:

Approved the Minutes of the May 25, 2016 Deferred Compensation Committee meeting;

Received an update on the SFDCP Target Date Fund Investment Manager RFP process;

Received an education presentation on the SFDCP loan application process from the Third Party Administrator;

Reviewed and forwarded to the full Board for approval proposed revisions to the SFDCP Plan Document;

Reviewed proposed revisions to the SFDCP Loan Policy Document;

Received an update from the Deferred Compensation Plan Manager on the Q3 Stable Value credit rate and plan enrollments year to date; and,

Scheduled their next meeting for July 13, 2016 at 12:00 PM. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This is a discussion only item

21. 07132016‐21 Action Item Approval of proposed revisions to the SFDCP Plan Document

Documents provided to the Retirement Board prior to the current meeting: Proposed SFDCP Plan Document Diane Chui Justen, Deferred Compensation Manager, presented an oral and written report on this item. The SFDCP Plan Document was amended by the Retirement Board on July 8, 2015 to include loan provisions. Staff presented updates to the loan provisions in the SFDCP Plan Document that were approved by the Deferred Compensation Committee. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: Moved by Commissioner Driscoll, Seconded by President Cohen to Approve proposed revisions to the SFDCP Plan Document


Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

22. 07132016‐22 Action Item Approval of proposed revisions to the SFDCP Loan Policy

Documents provided to the Retirement Board prior to the current meeting: Proposed SFDCP Loan Policy Diane Chui Justen, Deferred Compensation Manager, presented an oral and written report on this item. The SFDCP Loan Policy was approved by the Retirement Board on July 8, 2015 and staff presented updates to the SFDCP Loan Policy that were approved by the Deferred Compensation Committee. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Commissioner Driscoll noted that the Loan program is currently being implemented and recognized Staff’s work over the past year. He also mentioned the importance of disclosing the implications that come with taking a loan from a retirement account. President Cohen requested information on the process for informing members about the loan program. Mr. Chui Justen noted that a communication plan and materials were being developed. Mr. Huish noted that computers were being installed in the SFERS/SFDCP lobby to allow participants online access should they want to apply for a loan. President Cohen also inquired about the loan interest rate and the maximum loan amount. Ms. Chui Justen confirmed that the interest rate (1% plus the prime rate) and maximum amount ($50,000) is determined by the IRS. Action: Moved by Commissioner Stansbury, Seconded by President Cohen to approve proposed revisions to the SFDCP Loan Policy Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

23. 07132016‐23 Discussion Item SFDCP Manager Report

Documents provided to the Retirement Board prior to the current meeting: Staff Memorandum and Monthly Activity Report


Diane Chui Justen, Deferred Compensation Manager, presented an oral and written report on this item. Commissioner Driscoll asked whether the SFDCP was able to contract successfully with Callan Associates as the new SFDCP Investment Advisor. Ms. Chui Justen confirmed Callan’s contract completion and that onboarding is underway. Commissioner Driscoll noted that the Target Date Fund Manager, Russell Investments, is honoring their lower fee (as proposed in their RFP) for the length of their contract extension. Commissioner Driscoll also noted the Plan Manager was instrumental in negotiating this reduced fee for plan participants. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This was a discussion only item.

ADMINISTRATION CALENDAR

24. 07132016‐24 Action Item Approve Request to Enclose Combined Charities Campaign Correspondence in the September Retirement Allowances

Documents provided to the Retirement Board prior to the current meeting: Combined Charities Campaign Correspondence Jay Huish, Executive Director, presented an oral and written report on this item. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: Moved by Commissioner Meiberger, Seconded by Commissioner Driscoll to approve the request to enclose Combined Charities Campaign correspondence in the September Retirement Allowances. Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

25. 07132016‐25 Discussion Item Executive Director’s Report

Documents provided to the Retirement Board prior to the current meeting: Executive Director’s Report.


Jay Huish, Executive Director, presented an oral and written report on recent events and developments regarding SFERS, including:

2016 Proxy Voting System – Update on INCR‐sponsored Resolutions through June 2016

Report on SFERS Telephone System Attachments for Informational Purposes: • Conferences and Training Program List • Blackout Period List • Forward Calendar President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This was a discussion only item.

26. 07132016‐26 Discussion Item Retirement Board Member Good of The Order

Retirement Board members may request that any matter be calendared at a future meeting. All such requests shall be calendared in a reasonable time. (Board Operations Policy ¶24.) The Board will not discuss any items requested to be calendared until a subsequent meeting when the matter is included on the agenda with the required public notice. There were no requests presented by the Board members. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This was a discussion only item.

27. 07132016‐27 Discussion Item Retirement Board Member Reports and Comments

Report by Commissioner Wendy Paskin‐Jordan who attended the RFK Compass Conference, June 27‐29, 2016, Hyannis Port, MA. President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: This is a discussion only item


6. 07132016‐06 Action Item Election of Board President

Documents provided to the Retirement Board prior to the current meeting: None The Board's Terms of Reference for President provide that the Board shall, generally at its first regular meeting in June of each year, elect one of its members President who shall hold office for a term ending the first meeting in June of the next year or until a successor has been elected. This item was continued from the June 8, 2016 Retirement Board meeting agenda. Commissioner Stansbury nominated President Cohen for a second term as Board President. Nominations were closed. President Cohen called for public comment. Claire Zvanski, RECCSF, congratulated President Cohen on her service. There were no additional comments from the public and President Cohen closed public comment. Action: To Elect Commissioner Cohen Board President for 2016‐2017 Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras President Cohen was reelected as President for 2016 – 2017.

7. 07132016‐07 Action Item Election of Board Vice President

Documents provided to the Retirement Board prior to the current meeting: None The Board's Terms of Reference for President provide that the Board shall, generally at its first regular meeting in June of each year, elect one of its members President who shall hold office for a term ending the first meeting in June of the next year or until a successor has been elected. This item was continued from the June 8, 2016 Retirement Board meeting agenda. Commissioner Paskin‐Jordan nominated Commissioner Stansbury. President Cohen nominated Commissioner Meiberger. Commissioner Stansbury declined his nomination.


President Cohen called for public comment. Claire Zvanski, RECCSF, spoke in support of Commissioner Meiberger’s nomination. John Stenson spoke in support of Commissioner Meiberger’s nomination. There were no additional comments from the public and President Cohen closed public comment. Action: To Elect Commissioner Meiberger Board Vice President for 2016‐2017 Ayes: Bridges, Cohen, Meiberger, Nays: Driscoll, Paskin‐Jordan, Stansbury Absent: Makras The motion failed. Commissioner Paskin‐Jordan nominated Commissioner Stansbury. President Cohen called for public comment. Claire Zvanski, RECCSF, spoke in support of reconsideration of Commissioner Meiberger’s nomination. John Stenson spoke in opposition of Commissioner Stansbury’s nomination. There were no additional comments from the public and President Cohen closed public comment. Commissioner Paskin‐Jordan spoke in support of the rotation of officers on the Board. Commissioner Meiberger discussed the history of the rotation of officers on the Board. Action: To Elect Commissioner Stansbury Board Vice President for 2016‐2017 Ayes: Bridges, Cohen, Driscoll, Paskin‐Jordan, Stansbury Nayes: Meiberger Absent: Makras Commissioner Stansbury was elected Board Vice President for 2016‐2017.

8. 07132016‐08 Action Item Approval of President’s Committee Assignments

Documents provided to the Retirement Board prior to the current meeting: Proposed Committee Assignments


President Cohen, presented and oral and written report on this item. As provided in the President's Terms of Reference, the President shall recommend to the Board the appointment of trustees and a chair to each standing or ad hoc board committee by the following board meeting after the President is elected. President Cohen recommended the following committee assignments for 2016‐2017:

SFERS COMMITTEE ASSIGNMENTS July 2016 through July 2017

COMMITTEE CHAIR MEMBERS

Investment Bridges Committee of the Whole

Finance Makras Bridges, Cohen, Makras

Personnel Cohen Cohen, Driscoll, Meiberger

Governance Stansbury Makras, Paskin‐Jordan, Stansbury

Deferred Compensation Driscoll Bridges, Driscoll, Stansbury

ESG Paskin‐Jordan Driscoll, Meiberger, Paskin‐ Jordan, Stansbury

President Cohen called for public comment. There were no comments from the public and President Cohen closed public comment. Action: Approve President’s Committee Assignments Ayes: Bridges, Cohen, Driscoll, Meiberger, Paskin‐Jordan, Stansbury Absent: Makras

28. 07132016‐28 Adjournment

Having no further business, the Board adjourned the meeting at 7:30 PM. Respectfully submitted, Jay Huish, Executive Director