2017 Board Meeting Resolutions

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby accepts the results of the Commonwealth Request for Proposals for Direct Contract Medicare Employer Group Waiver Prescription Drug Plan And Pharmacy Benefit Management Services Effective January 1, 2018 upon mutual written consent of the parties, subject to negotiations of terms and conditions satisfactory to the Director, Health Insurance Office, the Office of Chief Counsel and the Executive Director.

PSERB Resolution 2017 - 02
Re: PSERS RFP 2016-2 – Medicare Employer Group Waiver (Indirect Contract) Prescription Drug Plan and Pharmacy Benefit Management Services
Effective January 1, 2018
March 10, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby rejects all bids submitted in response to PSERS RFP 2016-2 – Medicare Employer Group Waiver (Indirect Contract) Prescription Drug Plan and Pharmacy Benefit Management Services Effective January 1, 2018.

PSERB Resolution 2017- 03
Re:  Investment Objectives and Guidelines
March 10, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the amendment to the Investment Policy Statement, Objectives, and Guidelines for the Public School Employees’ Retirement System pursuant to the recommendation of Joseph W. Sheva, Senior Risk Manager, dated February 17, 2017.

PSERB Resolution 2017- 04
Re:  Ares U.S. Real Estate Fund IX, L.P.
March 10, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $100 million plus reasonable normal investment expenses, in Ares U.S. Real Estate Fund IX, L.P. (and/or related investment vehicles), in accordance with the recommendation of William P. Stalter, Senior Portfolio Manager, dated February 10, 2017 and Courtland Partners, Ltd. recommendation dated February 3, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract. 

PSERB Resolution 2017- 05
Re:  Carlyle Realty Partners VIII, L.P.
March 10, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $200 million plus reasonable normal investment expenses, in Carlyle Realty Partners VIII, L.P. (and/or related investment vehicles), in accordance with the recommendation of William P. Stalter, Senior Portfolio Manager, dated February 10, 2017 and Courtland Partners, Ltd. recommendation dated February 3 , 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017- 06
Re:  U.S. and Non-U.S. Proxy Voting Policies
March 10, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the proposed U.S. and Non-U.S. Proxy Voting Policies pursuant to the recommendation of Lenann T. Engler, Manager of Investment Processes, dated February 21, 2017.

PSERB Resolution 2017-31
Re: Health Care Consulting and Project Management Services
Effective February 1, 2018
October 5, 2017 

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby accepts the results of the Commonwealth Request for Proposals for the Health Care Consulting and Project Management Services and enters into a contract with Segal Consulting with an initial term of two (2) years beginning February 1, 2018 with options to renew the contract, upon mutual consent of the parties, annually for three additional years.

The final terms and conditions of the contract must be satisfactory to the Health Insurance Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on the implementing contract or by a memo to that effect appended to the implementing contract.

PSERB Resolution 2017-32
Re: CMS Part D Compliance Activities Services and Pharmacy Benefit Consulting
Effective February 1, 2018
October 5, 2017 

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby accepts the results of the Commonwealth Request for Proposals for the CMS Part D Compliance Activities Services and Pharmacy Benefit Consulting and enters into a contract with BluePeak Advisors with an initial term of two (2) years beginning February 1, 2018 with options to renew the contract, upon mutual consent of the parties, annually for three additional years.

The final terms and conditions of the contract must be satisfactory to the Health Insurance Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on the implementing contract or by a memo to that effect appended to the implementing contract.

PSERB Resolution 2017-33
Re:  Amendment to the PSERB Statement of Organization, Bylaws, and Other Procedures
October 5, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the proposed changes to the Statement of Organization, Bylaws, and Other Procedures of the Public School Employees Retirement Board pursuant to the recommendations of Joseph E. Wasiak, Jr., Assistant Executive Director, contained in the memorandum dated October 3, 2017, SUBJECT: Change to the Statement of Organization, Bylaws and Other Procedures.

PSERB Resolution 2017-34 
RE:  2018-19 Administrative Budget,Defined Contribution Budget, and Directed Commissions Recapture Program Budget
October 5, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby approves the (i) 2018-19 Administrative Budget, not to exceed $51,637,000, subject to adjustments by the Governor’s Budget Office or the General Assembly, (ii) the 2018-19 Defined Contribution Budget, not to exceed $4,950,000, subject to adjustments by the Governor’s Budget Office or the General Assembly, and (iii) the 2018-19 Directed Commissions Recapture Program Budget, not to exceed $2,000,000, for the Public School Employees’ Retirement System as more particularly set forth in the attached summaries.

PSERB Resolution 2017-35
Re:  Financial Statements and Ratification of Payments
October 5, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby accepts the June 30, 2017 Financial Statements prepared by the Public School Employees’ Retirement System’s Office of Financial Management and ratifies all payments that are reflected in the June 30, 2017 Financial Statements.

PSERB Resolution 2017-36
Re:  Report of Independent Public Accountants
October 5, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby approves the accompanying Report of Independent Public Accountants prepared for the Public School Employees’ Retirement System by SB & Company, LLC, for the fiscal year ended June 30, 2017. 

PSERB Resolution 2017-37
Re:  Portfolio Advisors Secondary Fund III, L.P.
October 5, 2017 

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby (i) invests an initial amount not to exceed $125 million plus reasonable normal investment expenses, in Portfolio Advisors Secondary Fund III, L.P. (and/or related investment vehicles “the Fund”), and (ii) the creation of a separately managed account through which PSERS is authorized to invest, paripassu with the Fund, additional capital in an amount not to exceed $200 million to exploit market dislocations if and when they occur, in accordance with the recommendation of Luke M. Jacobs, Manager, Private Markets, dated September 20, 2017 and Hamilton Lane, LLC dated September 7, 2017.  Any additional capital deployed through the separately managed account shall be reported to the Board in a timely manner.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-38
Re:  PAI Europe VII, L.P.
October 5, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed €125 million plus reasonable normal investment expenses, in PAI Europe VII, L.P. (and/or related investment vehicles), in accordance with the recommendation of Darren C. Foreman, Senior Portfolio Manager, dated September 8, 2017 and Hamilton Lane, dated September 5, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-39
Re:  Orchid Asia VII, L.P.
October 5, 2017  

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $75 million plus reasonable normal investment expenses, in Orchid Asia VII, L.P. (and/or related investment vehicles), in accordance with the recommendation of Michael J. Tyler, Portfolio Manager, dated September 18, 2017 and Hamilton Lane, dated September 5, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-40
Re:  PIMCO BRAVO Fund III, L.P.
October 5, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $250 million plus reasonable normal investment expenses, in PIMCO BRAVO Fund III, L.P. (and/or related investment vehicles), in accordance with the recommendation of James F. Del Gaudio, Portfolio Manager, dated September 18, 2017 and Aksia, LLC, dated September 6, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-41
Re:  Management Fees
December 8, 2017

RESOLVED, that the Board hereby directs the Investment Office staff and the Board’s investment consultants, to present to the Board at the June 2018 Investment Committee meeting for consideration, a long-term plan or series of recommendations for the reduction of investment management fees, by a set percentage, paid to external managers over a three-year period.  The plan should identify annual goals and address the wide disparity in how “management fees” are reported among public pension funds and may include recommendations for alternate fee structures, which distinguish between “base fees” and “profit sharing” and other fee-structuring and reporting practices. 

PSERB Resolution 2017-42
Re:  Operational Consolidation
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board directs the PSERS Executive Office and Investment Office, in cooperation with its counterpart at the State Employees’ Retirement System and an independent and expert consultant, if deemed appropriate, to identify opportunities for operational consolidation, collaboration and/or contracting cost savings and to report to the Board, within six months.  The report should identify, without limitation, (1) common operations, similar professional service contracting, shared Act 5 implementation mandates, and redundancies in administrative support operations among the pension systems that may be consolidated or more efficiently managed; (2) potential cost savings within the System’s investment operations; and (3) legal and personnel management considerations or statutory changes necessary to implement.

PSERB Resolution 2017-43
Re:  Voluntary Supplemental Retirement Savings Plans
December 8, 2017

RESOLVED, the Public School Employees’ Retirement System Board hereby directs the Executive Office to prepare a report addressing the state of voluntary supplemental retirement savings plans available to school employees in Pennsylvania.  The report should include data concerning the existence and utilization of current school district plans; the steps necessary should the PSERS Board choose to implement such a Section 403 (b) or 457 plan; and a plan of action to encourage greater participation in such plans.  The report and recommendations shall be presented to the Board for consideration by the Board at its March 2018 Board Meeting.

PSERB Resolution 2017-44
Re:  Actuarial Valuation
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (PSERB) hereby accepts the June 30, 2017 actuarial valuation report prepared by Conduent, and adopts the actuarial factors, assumptions, and methodologies contained therein, which result in an employer contribution rate of 33.43% for Fiscal Year July 1, 2018 through June 30, 2019.

RESOLVED FURTHER, that the PSERB certifies and retains the current T-E member contribution rate of 7.5% and T-F member contribution rate of 10.3% for the three-year period from July 1, 2018 to June 30, 2021 in accordance with the “shared risk” provisions of Act 120 of 2010. 

PSERB Resolution 2017-45
Re: Health Options Program Budget
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the proposed Health Options Program Budget and two supplemental budgets for the sponsor’s Administrative and Medicare Prescription Drug Program (PDP) for the Plan Year 2018 in the aggregate amount of $413,781,000 as presented by Franca M. D’Agostino at the December 7, 2017 Health Care Committee meeting.

PSERB Resolution 2017-46
Re:  Internal Audit Office Charter
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the Internal Audit Office Charter pursuant to the recommendation of Alicia E. James, Internal Auditor, dated November 17, 2017.

PSERB Resolution 2017-47
Re:  RFP Results for Financial Audit Services
Effective March 1, 2018
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby accepts the results of the Commonwealth Request for Proposals for the Financial Audit Services and enter into a contract with CliftonLarsonAllen LLP with an initial term of two (2) years beginning March 1, 2018 with options to renew the contract, upon mutual consent of the parties, annually for three additional years.                    

The final terms and conditions of the contract must be satisfactory to the Internal Auditor, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on the implementing contract or by a memo to that effect appended to the implementing contract.

PSERB Resolution 2017-48
Re:  Amendment to the PSERB Education Policy
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the proposed changes to the Education Policy of the Public School Employees Retirement Board pursuant to the recommendations of Joseph E. Wasiak, Jr., Assistant Executive Director, contained in the memorandum dated November 16, 2017, SUBJECT: Review of Guidance on Changes to the Education Policy and Revised Appendix 1.

PSERB Resolution 2017-49
Re:  2018 PSERB Training Program
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby adopts the proposed 2018 PSERB Training Program of the Public School Employees Retirement Board pursuant to the recommendations of Joseph E. Wasiak, Jr., Assistant Executive Director, contained in the memorandum dated November 28, 2017, SUBJECT: 2018 PSERB Training Program.

PSERB Resolution 2017-50
Re:  Investment Objectives and Guidelines
December 8, 2017 

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) adopt proposed changes to Sections V. Performance Objectives; and VI. Risk Management and Controls of the Investment Policy Statement, Objectives, and Guidelines, as amended, for the Public School Employees’ Retirement System pursuant to the recommendation of Joseph W. Sheva, Senior Risk Manager, dated November 15, 2017.

PSERB Resolution 2017-51
Re:  The Children’s Investment Fund, LP
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $400 million plus reasonable normal investment expenses, in The Children’s Investment Fund, L.P. (and/or related investment vehicles), in accordance with the recommendation of Raymond J. Schleinkofer, Senior Portfolio Manager, dated November 8, 2017 and Aksia, LLC, dated November 8, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-52
Re:  Almanac Realty Securities VIII, L.P.
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $150 million plus reasonable normal investment expenses, in Almanac Realty Securities VIII, L.P. (and/or related investment vehicles), in accordance with the recommendation of William P. Stalter, Senior Portfolio Manager, dated November 8, 2017 and Courtland Partners, Ltd., dated October 27, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract. 

PSERB Resolution 2017-53
Re:  Blue Point Capital Partners IV, L.P.
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $70 million plus reasonable normal investment expenses, in Blue Point Capital Partners IV, L.P. (and/or related investment vehicles), in accordance with the recommendation of Michael Tyler, Portfolio Manager, dated November 7, 2017 and Hamilton Lane, dated October 13, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-54
Re:  Bridgepoint Europe VI, L.P.
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed €100 million plus reasonable normal investment expenses, in Bridgepoint Europe VI, L.P. (and related investment vehicles), in accordance with the recommendation of Darren C. Foreman, Senior Portfolio Manager, dated November 7, 2017 and Hamilton Lane, dated October 25, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-55
Re:  Equistone Partners Europe Fund VI, SCSp
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed €85 million plus reasonable normal investment expenses, in Equistone Partners Europe Fund VI, SCSp (and/or related investment vehicles), in accordance with the recommendation of Luke M. Jacobs, Portfolio Manager, dated November 7, 2017 and Hamilton Lane, dated October 30, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-56
Re:  Clearlake Capital Partners V, L.P.
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $200 million plus reasonable normal investment expenses, in Clearlake Capital Partners V, L.P. (and/or related investment vehicles), in accordance with the recommendation of James F. Del Gaudio, Portfolio Manager, dated November 6, 2017 and Hamilton Lane Advisors, L.L.C., dated October 12, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-57
Re:  Denham Mining Fund, LP
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $150 million plus reasonable normal investment expenses, in Denham Mining Fund, LP (and/or related investment vehicles), in accordance with the recommendation of Raymond J. Schleinkofer, Senior Portfolio Manager, dated November 7, 2017 and Hamilton Lane, dated October 30, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-58
Re:  Insight Venture Partners X, L.P.
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”) hereby invests an amount not to exceed $100 million plus reasonable normal investment expenses, in Insight Venture Partners X, L.P. (and/or related investment vehicles), in accordance with the recommendation of Luke Jacobs, Portfolio Manager, dated November 30, 2017 and Hamilton Lane, dated November 16, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-59
Re: Act 5 Implementation
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”), in accordance with the recommendation of the Pension Consultant for Act 5 Implementation Request for Proposal Evaluation Committee for PSERS RFP 2017-6, recommends that the Board retain Charles W. Cammack Associates as the Pension Consultant for a contract term not to exceed five-years.  The final terms and conditions of the investment contract must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-60
Re: Investment Book of Record (IBOR)
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (the “Board”), in accordance with the recommendation of the Pension Consultant for Investment Book of Record Request for Proposal Evaluation Committee for PSERS RFP 2017-5, recommends that the Board retain Ernst & Young, LLP as the Pension Consultant for a contract term not to exceed five-years.  The final terms and conditions of the investment contract must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-61
Re: 812 Market, LLC
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (Board) hereby invests an amount not to exceed $5 million, in 812 Market, LLC for the purpose of acquiring real property located in Harrisburg, Pennsylvania, in accordance with the recommendation of Charles J. Spiller, Deputy Chief Investment Officer, Non-Traditional Investments, dated December 6, 2017.  The final terms and conditions of the investment must be satisfactory to the Investment Office, the Office of Chief Counsel, and the Executive Director, as evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the implementing investment contract.

PSERB Resolution 2017-62
Re: Legal Counsel – Hiring
December 8, 2017

RESOLVED, that, effective January 1, 2018, the Public School Employees’ Retirement Board (Board) hereby retains Charles K. Serine as its Chief Counsel, at his current annual salary, and authorizes the retention of all attorneys currently on staff at their current titles and annual salaries, as set forth in OCC organizational chart dated November 2017, and, with the concurrence of the Executive Director, to retain or hire any other counsel, either in-house counsel or outside counsel, as they deem necessary and appropriate.

PSERB Resolution 2017-63
Re: Legal Counsel 
December 8, 2017

RESOLVED, that the Public School Employees’ Retirement Board (Board) hereby authorizes the Secretary of the Board to notify the Governor’s Office of General Counsel that, pursuant to section 8501(e) of the Public School Employees’ Retirement Code, 24 Pa.C.S. §8501(e), and section 409 of the Act of June 12, 2017, P.L. 11, No. 5, the Board will commence employing its own legal counsel for all of the Board’s legal services, effective January 1, 2018.

PSERB Resolution 2017-64
Re: Legal Counsel – Transition
December 8, 2017

The Board hereby authorizes the Executive Office, working with its Chief Counsel, to perform any actions as necessary or prudent to effectuate the transition under section 8501(e) of the Public School Employees’ Retirement Code, 24 Pa.C.S. §8501(e), including, but not limited to:

1. 1. Developing a Policy Manual for Attorneys;
   2. Revising current contracts with outside counsel and Hearing Examiners, as necessary;
   3. Developing procedures for hiring outside counsel and Hearing Examiners;
   4. Revising the Memorandum of Understanding with the Pennsylvania Municipal Retirement System (PMRS), as necessary;
   5. Developing procedures for contract approval by, and debt collection and criminal referrals to, the Office of Attorney General; and
   6. Developing procedures to continue cooperation with the State Employees’ Retirement System (SERS) on legal issues.