ABOUT LACERA

BOARD OF INVESTMENTS AGENDA 5-27-09

1. APPROVAL OF THE MINUTES
   1. APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF THE BOARD OF INVESTMENTS OF APRIL 22, 2009.
2. PUBLIC COMMENT
3. REPORT ON CLOSED SESSION ITEMS
4. ACTION ITEMS

   1. Recommendation as submitted by Lisa Mazzocco, Chief Investment Officer, and Christopher J. Wagner, Senior Investment Officer, Private Equity: Approve the attached Investment Policy Statement for the Disclosure of Placement Agent Fees. (Memo dated May 19, 2009.)

   2. Recommendation as submitted by the Corporate Governance Committee: Adopt LACERA’s revised Corporate Governance Committee Policy Statement. (Memo dated May 13, 2009.)

   3. Recommendation as submitted by the Travel Policy Committee: Adopt the proposed revisions to the Education and Travel Policy, as reflected in the attached black-lined version.

   4. Recommendation as submitted by June H. Kim, Senior Investment Officer, Equities: Provide Staff with direction regarding the U.S. Equity 130/30 mandate. (Memo dated May 19, 2009.)

5. REPORTS

   1. Operational Risks of External Custody
      Lisa Mazzocco, Chief Investment Officer
      (Memo dated May 21, 2009.)

   2. Manager Review – Western Asset Management Company
      Robert Z. Santos, Investment Officer, Fixed Income
      (Memo dated May 18. 2009.)

      Western Asset Management Company
      Joseph C. Carieri, Client Service Executive
      Stephen A. Walsh, Chief Investment Officer

   3. Investing in Timber (Memo dated May 20, 2009.)
      John D. McClelland, Principal Investment Officer, Real Estate
      Amit Aggarwal, Investment Officer, Real Estate

   4. Real Estate Performance Measurement for Quarter
      Ended December 31, 2008
      John McClelland, Principal Investment Officer, Real Estate
      (Memo) dated May 12, 2009.)

      The Townsend Group
      Micolyn Yalonis - Principal
      Nakeyshia Kendall - Consultant

   5. Performance Review as of March 31, 2009
      Lisa Mazzocco, Chief Investment Officer
      (For information only.)

6. EXECUTIVE SESSION

   1. Conference with Legal Counsel – Anticipated Litigation (Subdivision (b) of California Government Code Section 54956.9)

   1. Recommendation as submitted by David L. Muir, Chief Counsel: Ratify the Legal Office’s approval to join as a representative plaintiff in the Merrill Lynch Securities Class Action entitled “Public Employees’ Retirement System of Mississippi, et al., v. Merrill Lynch & Co., Inc. et al.,” U.S. District Court, Southern District of New York, Civil Action No. 08 CIV. 10841.

   2. Recommendation as submitted by David L. Muir, Chief Counsel: Authorize the Legal Office to file a letter with the U.S. District Court of Oklahoma County in the case entitled “Louisiana Police Employee Retirement System v. Chesapeake Energy Corp.”, Case No. CJ-2009-2870, in support of a petition to compel inspection of corporate books and records related to the awarding of a $75 million bonus to Chesapeake Energy’s CEO and co-founder, Aubrey McClendon.

7. GOOD OF THE ORDER

   (For discussion purposes only.)

8. 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.

5/22/09