ABOUT LACERA

BOARD OF INVESTMENTS AGENDA 1-14-09

1. ELECTION OF OFFICERS (Election of Chair, Vice Chair, Secretary, and Audit Committee Member)
2. APPROVAL OF MINUTES
   1. APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF NOVEMBER 19, 2008.
   2. APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF DECEMBER 10, 2008.
3. PUBLIC COMMENT
4. REPORT ON CLOSED SESSION ITEMS
5. CONSENT AGENDA
   1. Recommendation as submitted by Stuart Mesnik, Senior Investment Analyst: (1) Approve attendance of Board Members and/or staff as designated by the Chief Executive Officer to attend the Second Annual Corporate Governance Roundup to be held on February 23, 2009, at the Sheraton Gateway Hotel at Los Angeles Airport; and (2) Approve reimbursement of all applicable travel costs associated with attendance at the conference in accordance with LACERA's Travel and Education Policy. (Memo dated December 8, 2008.) (Placed on the Agenda at the request of Mr. Pryor.)
   2. Recommendation as submitted by John D. McClelland, Principal Investment Officer, Real Estate: (1) Approve attendance of Board members, and staff as designated by the Chief Executive Officer, at the RREEF Client Conference 2009 on February 24-25, 2009, at the Balboa Bay Club, Newport Beach, California; and (2) Approve reimbursement of all costs associated with Conference attendance in accordance with LACERA's Education and Travel Policy. (Memo dated January 5, 2009.)
6. ACTION ITEMS
   1. Recommendation as submitted by John D. McClelland, Principal Investment Officer, Real Estate: (1) Approve attendance of Board members, and staff as designated by the Chief Executive Officer, at the Institute for Fiduciary Education and seminar "Real Estate Investing - Spring 2009," in Phoenix, Arizona; and (2) Approve reimbursement of all costs associated with Conference attendance in accordance with LACERA's Education and Travel Policy. (Memo dated January 6, 2009.)
   2. Recommendation as submitted by Robert Z. Santos, Investment Officer, Fixed Income: (1) Approve attendance of Board members, and staff as designated by the Chief Executive Officer, at the Information Management Network's (15th Annual Beneficial Owners' International Securities Lending & Repo Summit to be held at the Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch in Scottsdale, Arizona; and (2) Approve reimbursement of all costs associated with the Conference attendance in accordance with LACERA's Education and Travel Policy. (Memo dated January 5, 2009.)
   3. Recommendation as submitted by John D. McClelland, Principal Investment Officer, Real Estate (1) Approve attendance of Board members, and staff as designated by the Chief Executive Officer, at the IREI VIP 2009 Conference, and approve reimbursement of all travel costs incurred in accordance with LACERA's Education and Travel Policy. (Memo dated December 29, 2008.)
   4. Recommendation as submitted by Stuart Mesnik, Senior Investment Analyst: (1) Approve attendance of Board members to attend the Pacific Pension Institute's 2009 Winter Roundtable on February 25-27, 2009, at The Lodge at Torrey Pines in La Jolla, California; and (2) Approve reimbursement of all applicable travel costs associated with attendance at the conference in accordance with the Education and Travel Policy. (Memo dated January 8, 2009.)
   5. Recommendation as submitted by John D. McClelland, Principal Investment Officer, Real Estate: Adopt the NCREIF Property Index minus 25 basis points measured over rolling five-year periods as the overall benchmark for the real estate investment program effective January 1, 2009. (Memo dated January 6, 2009.) The Townsend Group Institutional Real Estate Consultants Micolyn M. Yalonis, Principal
   6. Recommendation as submitted by Christopher J. Wagner, Senior Investment Officer, Private Equity: That your Board approve the Private Equity Strategic Plan. (Memo dated January 7 , 2009.)
   7. Recommendation as submitted by Christopher J. Wagner, Senior Investment Officer, Private Equity: That your Board adopt the 2009 Private Equity Investment Plan. (Memo dated January 7, 2009.)
   8. Recommendation as submitted by June H. Kim, Senior Investment Officer, Equities, and Shannon O'Connell, Senior Investment Analyst, Equities: (1) Authorize Staff to modify the mandate for the enhanced equity portfolio managed by Western Asset Management Company from a U.S. Equity to a fixed income mandate by: (a) Removing the S&P 500 Index futures overlay; and (b) Transferring the portfolio's fixed income assets from LACERA's U.S. equity composite to the fixed income composite; and (2) Authorize LACERA's Chief Investment Officer to sign all necessary legal documents to implement the change, subject to review and approval by LACERA's Legal Office. (Memo dated January 7, 2009.)
   9. Recommendation as submitted by Bob Proctor, Director of Human Resources: (1) That the Board provide the LACERA Chief Executive Officer (CEO) with a 3% salary increase, effective January 1, 2009, and (2) That the Board adopt an Executive Compensation Policy and Program that establishes clear and comprehensive executive compensation guidelines that are in accordance with LACERA's mission, vision and values. (Memo dated January 7, 2009.)
7. REPORTS
   1. Actuarial Funding Policy Gregg Rademacher, Chief Executive Officer (Memo dated January 6, 2009.) Milliman Consultants Karen I. Steffen, FSA, EA, MAAA, Consulting Actuary Nick J. Collier, ASA, EA, MAAA, Consulting Actuary
   2. FIS Group - Fourth Year Review June Kim, Senior Investment Officer, Equities Dale Johnson, Senior Investment Analyst, Equities (Memo dated June 5, 2009.) FIS Group Tina Byles Williams, Chief Executive Officer & Chief Investment Officer Diallo Johnson, Senior Vice President & Director of Manager Research
   3. Operational Safeguards to Prevent Fraud Lisa Mazzocco, Chief Investment Officer (Memo dated January 5, 2009.) (For information only.)
   4. Securities Lending Program - 2008 Annual Review Robert A. Santos, Investment Officer, Fixed Income (Memo dated January 7, 2009.) (For information only.)
8. GOOD OF THE ORDER

   (For discussion purposes only.)

9. ADJOURNMENT

Documents subject to public disclosure that relate to an agenda item for an open session of the Board of Investments that are distributed to members of the Board of Investments less than 72 hours prior to the meeting will be available for public inspection at the time they are distributed to a majority of the Board of Investments Members at LACERA’s offices at 300 N. Lake Avenue, Suite 820, Pasadena, CA 91101, during normal business hours of 9:00 a.m. to 5:00 p.m. Monday through Friday.

Listening Devices are available at days notice before the meeting date. Persons requiring an alternative format of this public notice pursuant to Section 202 of the Americans with Disabilities Act of 1990 may request one by contacting Cynthia Guider at (626) 564-6000, x3327 from 8:30 a.m. to 5:00 p.m. Monday through Friday, but no later than 48 hours prior to the time the meeting is to commence.

1/14/09