Oregon Investment Council 7 29

Oregon
Investment
Council
~ Agenda ~
July 29, 2009 - 9:00 AM
PERS Headquarters
11410 S.W. 68th Parkway
Tigard, OR 97223
Oregon
Investment
Council
Katy Durant
Chair
Office of The
State Treasurer
Ben Westlund
State Treasurer
Ronald Schmitz
Chief Investment Officer
OREGON INVESTMENT COUNCIL
2009 Meeting Schedule
Meetings Begin at 9:00 am

at
PERS Headquarters Building
11410 SW 68th Parkway
Tigard, OR 97223
January 28, 2009
February 25, 2009
April 17, 2009 Workshop
April 29, 2009
May 6, 2009 Telephonic Meeting
May 27, 2009
June 15, 2009 Telephonic Meeting
July 20, 2009 Workshop
July 29, 2009
September 30, 2009
October 28, 2009
December 2, 2009
Agenda
July 29, 2009

9:00 AM
PERS Headquarters
11410 S.W. 68th Parkway
Tigard, Oregon
Time A. Action Items Presenter Tab
9:00-9:05 1. Review & Approval of Minutes Ron Schmitz 1

May 27, 2009 Chief Investment Officer
June 15, 2009
July 20, 2009
9:05-9:45 2. Real Estate Annual Plan Brad Child 2

OPERF Real Estate Senior Investment Officer
Nori Gerardo Lietz
Chief Strategist Private Real Estate, Partners Group
Eliza Bailey
Partners Group
9:45-10:00 3. Oregon Savings Growth Plan Consultant Mike Viteri 3

Investment Officer
10:00-10:30 4. Internal Equity Management Policies and Procedures Mike Viteri 4

OPERF Public Equity
10:30-10:45 ----------------Break---------------------
B. Information Items
10:45-11:00 5. Annual Audits Update Andrea Belz, CPA 5

Chief Audit Executive, OST
11:00-11:30 6. Annual Proxy Voting Update Jennifer Peet 6

Contracts & Corporate Governance Officer
Robert McCormick
Vice President of Proxy Research and Operations, Glass Lewis & Co.
Katy Durant Harry Demorest Ben Westlund Richard Solomon Keith Larson Paul Cleary
Chair Vice-Chair State Treasurer Member Member PERS Director
(Ex-officio)
11:30-11:45 7. Asset Allocations & NAV Updates Ron Schmitz 7
a. Oregon Public Employees Retirement Fund
b. SAIF Corporation
c. Common School Fund
d. HIED Pooled Endowment Fund
8. Calendar—Future Agenda Items Ron Schmitz 8
9. Other Items Council

Staff
Consultants
C. Public Comment Invited

15 Minutes
Katy Durant Harry Demorest Ben Westlund Richard Solomon Keith Larson Paul Cleary
Chair Vice-Chair State Treasurer Member Member PERS Director
(Ex-officio)
TAB 1 – REVIEW & APPROVAL OF MINUTES:
May 27, 2009
June 15, 2009
July 20, 2009
Oregon Investment Council
MINUTES
May 27, 2009
Members Present: Ben Westlund, Paul Cleary, Harry Demorest, Katy Durant, Keith Larson, Dick
Solomon
Staff Present: Josh Balloch, Brad Child, Natalya Cudahey, Michael Cutler, Stacey Dycus, Jay
Fewel, Sam Green, John Hershey, Brooks Hogle, Julie Jackson, Perrin Lim,
Tom Lofton, Ben Mahon, Mike Mueller, Kevin Nordhill, Jen Peet, Ron Schmitz,
James Sinks, Michael Viteri, Judy Whaley-Fultz
Consultants Present: Allan Emkin and Mike Moy from PCA, Nori Lietz from Partners Group, John
Meier and Mike Beasley from SIS, and David Fann from PCG
Legal Counsel Present: D. Kevin Carlson, Oregon Department of Justice

Ted Falk, Oregon Department of Justice
Deena Bothello, Oregon Department of Justice
The Oregon Investment Council was called to order at 9:04 a.m. by Katy Durant, Chair.
IA. 9:04 a.m.: Review and Approval of Minutes

MOTION: Ms. Durant brought approval of the April 17, April 29, and May 6, 2009 OIC minutes to the table. Mr.
Solomon moved to approve the minutes. The motion was seconded by Mr. Demorest and passed by a vote of
4/0 (Treasurer Westlund had not yet arrived).
1B. Ratification of October 15, 2008 OIC Emergency Meeting Vote

MOTION: Ms. Durant brought the ratification of the October 15, 2008 OIC meeting vote to the table. Mr. Solomon
moved approval. The ratification was seconded by Mr. Demorest and passed by a vote of 4/0 (Treasurer
Westlund had not yet arrived).
II. 9:05 a.m.: Perspectives on the Current Market

Howard Marks, Chairman, from Oaktree Capital Management gave his perspective on the current market. Mr.
Marks talked about the “era of increasing willingness” (willingness to accept new paradigms, to forgo liquidity, to
relax due diligence and forget to question skeptically are a few examples) that carried markets to higher highs and
set the stage for a major correction of attitudes and behavior. Consumers, Corporations, Homeowners,
Governments, and Investors all increased the use of credit, which accomplished the goal of expanding activity,
but not without negative consequences. Mr. Marks went on to talk about leverage and how it does not make
something a better investment, it merely magnifies both gains and losses.
Mr. Marks also discussed how to “get out of this mess” and avoid negative consequences. The essential elements
of recovery consist of delevering our economy at all levels, dealing with the related capital destruction, and
restoring faith.
There was a brief question and answer period following the presentation.
III. 9:54 a.m.: AQR Capital Management-OPERF Opportunity Portfolio

Staff and SIS recommended a commitment of $150 million to AQR/CNH subject to the negotiation of the requisite
legal documents with staff working in concert with the Department of Justice. Staff and SIS have reviewed the
AQR/CNH convertible arbitrage strategy and believes that it presents an attractive investment alternative for the
Opportunity Portfolio. Staff and SIS believe this is an appropriate opportunity for the following reasons:
• The strategy captures the arbitrage opportunity between the convertible bond price and the underlying
fundamental values while hedging the credit and interest rate risk of the portfolio and offers a more
attractive risk/reward scenario than a long only strategy.
• The team has a successful history of managing dedicated convertible arbitrage strategies.
1
2009.05.27 OIC Minutes
• The firm has a long term relationship with the OIC and has an alignment of interest with clients through
principal investments in their own funds.
John Hershey, Alternatives Investment Officer introduced Gregor Andrade and Michael Mendelson, with AQR
Partners and Mark Mitchell with CHN. AQR/CHN offers four strategies that OPERF can choose from to best
match its risk/return objectives to build a largely “buy and hold” portfolio. For all strategies, the expected time for
the “cheapness factor” to return to “fair value” is approximately two years. Staff and SIS have focused primarily on
the fully hedged/unlevered strategies that will remove some of the risks that are taken elsewhere in the portfolio.
Convertible bonds are a combination of a bond and an equity option. As such, their trading price can be
compared to the “theoretical” value of the option and the bond combined. The difference between the trading
value and the theoretical value is known as a “cheapness” factor which can be positive (attractive) or negative
(unattractive). For example, the median cheapness factor was - 3% for much of 2002-2003 (indicating the bonds
traded at levels higher than their theoretical value). Conversely, the cheapness factor has been as high as a + 3%
in 1998 and in 2000, which indicated bonds were trading at values below their intrinsic value. Typically, bonds
trade “cheap” when liquidity premiums are particularly high.
In 2007, the cheapness factor hovered around 0%. In 2008, after the Bear Stearns and Lehman Bros problems,
the cheapness factor spiked to over 10%, higher than it’s even been. This spike resulted in convertible bonds
losing 35.7% in 2008 when many investors were forced to sell their positions. While the cheapness factor has
receded some from its highs, it is still very high based on historical prices. Mr. Demorest questioned what would
happen if the cheapness factor goes away; we would need to reevaluate the strategy.
There was a brief question and answer session following the presentation. Council asked Mr. Hershey to
specifically tell them which strategy he is recommending for approval. Mr. Hershey recommended the fully
hedged strategy where the best risk adjusted returns are apparent, with a modest amount of leverage (in the
range of 1.0-1.5X).
MOTION: Mr. Larson moved approval of the staff recommendation. Treasurer Westlund seconded the motion.
The motion was passed by a vote of 4/1 with Mr. Solomon voting no.
IV. 11:00 a.m.: Fischer Lynch Co-Investment Discussion/Negotiation of Investment Terms –

Possible Executive Session
The meeting did not go in to Executive Session.
Staff and OIC Consultants discussed the current negotiation status with Fisher Lynch, vis-à-vis the recently
adopted OIC Principles. There was discussion around fees and where specifically the disagreement was. Council
did not vote on the staff recommendation-pending more information to come from Mike Beasley, SIS.
V. 11:47 a.m.: Oak Hill Advisors LP & Fixed Income Recommendations-OPERF Fixed Income
Staff recommended approval of: (1) a $1 billion commitment to Oak Hill Advisors, subject to the satisfactory
negotiation of the required legal documents, working in concert with the DOJ; (2) the termination of Pyramis
Global Advisors as a Core Plus fixed income manager; and (3) the revision to the core plus investment guidelines
constraining below investment grade securities to 15%.
Perrin Lim, Sr. Investment Officer gave some background on Oak Hill Advisors. Staff is extremely impressed with
Oak Hill. They are a very experienced and deeply resourced investment manager of bank loans, high yield bonds
and stressed/distressed investments with a close strategic relationship with Robert Bass, Oak Hill Capital
Partners and other Oak Hill investment businesses. Oak Hill is one of OPERF’s strongest private equity
relationships. In addition to prior meetings in Portland and NYC in 2008, staff and SIS conducted a due diligence
meeting with OHA investment professionals on January 22, 2009.
Mr. Lim introduced Glenn August, President and Senior Partner, and Bill Bohnsack, COO and Senior Partner from
Oak Hill Advisors. The OHA investment process incorporates vigorous bottom-up, value oriented credit analysis,
emphasizing careful consideration and understanding of relative value across industries and up and down
company capital structures. As the current opportunities in the bank loan market are realized, staff foresees
revisions to the investment guidelines to allow OHA to rotate additional exposure out of bank loans. Longer term,
2
the mandate may well evolve to include other areas where OHA sees relative value, such as stressed/distressed
and structured investments, subject to prior approval by the OIC.
Mr. Lim and John Meier with SIS summarized each part of the staff recommendation and answered questions
from the Council.
MOTION: Mr. Demorest moved approval of all staff recommendations. Mr. Solomon seconded the motion. The
motion passed by a vote of 5/0.
VI. 12:24 p.m.: State Accident Insurance Fund Annual Update

Mike Mueller, Deputy CIO introduced SAIF representatives Brenda Rocklin, President and CEO, Theresa
McHugh, Vice President of Financial Operations, and Jerry Dykes, CFO. An overview of their handouts showed
that there was a decrease in policy holders, a decrease in premium dollars they take in equaling about 8.5% and
a decrease in surplus. Most of these decreases directly relate to the slowing economy. Mr. Dykes highlighted
investment performance, including investment income which has steadily increased in 2008. There were some
significant realized losses-the majority of that was for impaired bonds. Ms. McHugh talked about claim counts,
which have steadily gone down since 2007. There has also been a shift in types of claims entered, with the more
serious claim numbers staying about the same and all other claims going down.
VII. 12:55 p.m.: External Public Equities Manager Recommendation

Kevin Nordhill, Senior Public Equities Investment Officer and John Meier of SIS gave some background on why
the changes to the public equities managers are warranted. After a brief question and answer period and some
discussion, Mr. Nordhill brought the following recommendations to the Council:
• Adopt OIC Policy 4.05.01, the red-line changes to OIC Policy 4.01.18 and the Investment Objectives and
Policy Framework, and eliminate OIC Policies 4.05.11, 4.05.12, and 4.05.13. Re-number the existing OIC
Policy 4.05.01 to 4.05.02.
• Terminate Goldman Sachs global equity mandate.
• Terminate Franklin Portfolio Associates domestic equity mandate.
• Terminate BGI U.S. and non-U.S. Alpha Tilts mandates (including the mandates for SAIF and the CSF
which will be indexed in the products with the same benchmarks).
• Hire SSgA to manage a World ex-U.S. index fund.
• Extend Next Century’s role to include a small cap growth allocation.
• Rebalance assets from terminated managers to passive strategies.
MOTION: Mr. Solomon moved approval of all staff recommendations. Mr. Demorest seconded the motion. The
VIII. 1:15 p.m.: Eudaimonia Asset Management

Mr. Nordhill introduced Travis Prentice, President and Chief Investment Officer of Eudaimonia Asset
Management. US Micro Cap securities present an attractive opportunity to capture an inefficient segment of the
market. The Oregon Investment Council includes a micro cap manager in their portfolio and has benefited from
this portion of the manager structure. Eudaimonia Asset Management offers the OIC an option for increasing their
exposure to micro cap with a familiar team. Staff performed a variety of undertakings in determining the
appropriateness in recommending this manager for funding, including on-site due diligence and one-on-one
meetings with all investment professionals and compliance officers. After complete due diligence, staff
recommended hiring Eudaimonia Asset Management for a Microcap Growth mandate and fund them with $50
million. Also, designate the Russell Microcap Growth index as the mandates benchmark and assign an excess
return objective of 2.5 percent (net of fees).
MOTION: Mr. Solomon moved approval of staff recommendation. Mr. Demorest seconded the motion. The
IX. 1:30 p.m.: Shamrock Holdings-OPERF Opportunity Portfolio

The OIC approved a $200 million commitment to the Shamrock Activist Value Fund, LP in April 2006 for the
OPERF Opportunity Portfolio to pursue a concentrated, small cap public equity shareholder activist strategy. The
original commitment (which began funding in August 2006), included a three year lock-up which expires in August
3
2009. During that time there have been some management changes at Shamrock, which have impacted the
confidence staff has with Shamrock.
Staff believes there are other activist managers with a deeper team that might be worth considering. Given the
change in portfolio manager, a lack of confidence in the current team, and the benefit of increased liquidity, staff
recommends that the OIC authorize staff to begin an orderly redemption of its account as soon as the lock-up and
terms of the contact allow. Staff recommended redeeming the Shamrock Activist Value Fund L.P. (“Shamrock”).
MOTION: Mr. Demorest moved approval of the staff recommendation. Mr. Solomon seconded the motion. The
motion was passed by a vote of 5/0.
X. 1:32 p.m.: OPERF First Quarter Review

Mike Beasley from Strategic Investment Solutions gave an update on the OPERF 1st quarter performance and
the current market environment.
XI. 1:45 p.m.: Asset Allocation and NAV Updates

Mr. Schmitz reviewed the Asset Allocations and NAV’s for the period ended April 30, 2009. OPERF and SAIF are
basically right on target; Real Estate, CSF and HIED are also within range.
XII. 1:47 p.m.: Calendar – Future Agenda Items

Mr. Schmitz highlighted future agenda topics.
XIII. 1:50 p.m.: Other Business

There was no other business discussed.
1:51 p.m.: Public Comments

There were no public comments.
The meeting adjourned at 1:51 p.m.
Respectfully submitted,
Julie Jackson
Executive Support Specialist
4
RONALD D. SCHMITZ PHONE 503-378-4111
CHIEF INVESTMENT OFFICER FAX 503-378-6772
INVESTMENT DIVISION
STATE OF OREGON
OFFICE OF THE STATE TREASURER
350 WINTER STREET NE, SUITE 100
SALEM, OREGON 97301-3896

JUNE 15, 2009
CONFERENCE CALL MEETING MINUTES
OIC Members Present: Ben Westlund, Paul Cleary, Harry Demorest, Katy Durant, Keith Larson, Dick
Solomon
Staff Present: Darren Bond, Jay Fewel, Sam Green, Andy Hayes, Jennifer Peet, Ron Schmitz,
James Sinks, Michelle Winegar
Consultants Present: David Fann, Sundeep Rana and Mike Krems from PCG

KKR Staff Present: Scott Nuttall
SEIU Reps Present: Linda Burgin and Dave Bolton
The OIC meeting was called to order at 1:30 pm by Katy Durant, Chair.
I. 1:32 pm KKR European Fund III Amendment and KKR European Fund II Annex Investment:
Scott Nuttall with KKR gave a brief overview of the proposed KKR Annex Fund. Mr. Nuttall discussed the history of
Fund II and Fund III and how and why they came up with the structure that they did. Concluding that the Annex
Fund is really the consequence of all discussions; it was decided that they should do this as a rights offering to the
Europe II investors, giving them the opportunity to protect their existing Fund II by shifting up to 15% of the Fund III
commitment amount to the Annex Fund. There is no management fee associated with the Annex Fund and a 20%
preferred return on individual Fund III portfolio companies.
There was a brief question and answer session concluding with the motion.
MOTION: Harry Demorest moved to divert 15% of our commitment to KKR Europe III to the KKR Europe II Annex
Fund; Dick Solomon seconded the motion; the vote passed by a vote of 5/0.
The meeting adjourned at 2:00 pm
Respectfully Submitted,
Julie Jackson
Executive Assistant
RONALD D. SCHMITZ PHONE 503-378-4111
CHIEF INVESTMENT OFFICER FAX 503-378-6772
INVESTMENT DIVISION
STATE OF OREGON
OFFICE OF THE STATE TREASURER
350 WINTER STREET NE, SUITE 100
SALEM, OREGON 97301-3896

JULY 20, 2009
ENERGY INVESTING WORKSHOP
MEETING MINUTES
OIC Members Present: Paul Cleary, Harry Demorest, Katy Durant, Dick Solomon, Ben
Westlund
Staff Present: Darren Bond, Brad Child, Stacey Dycus, Jay Fewel, Sam Green, John
Hershey, Perrin Lim, Kevin Nordhill, Jennifer Peet, Ron Schmitz,
Michael Selvaggio, James Sinks, Michael Viteri
Consultants Present: Eliza Bailey, Partners Group

Guests Present: Ted Sickinger, the Oregonian

Courtney Sherwood, Portland Business Journal
The OIC meeting was called to order at 3:04 pm by Katy Durant, Chair.
I. 3:05 pm Negotiation of Investment Agreements/Principles Discussion-Executive

Session:
Mr. Carlson (DOJ) read ORS 192.660(2)(f)(h)(j). The executive session, held pursuant to stated ORS,
began at 3:07 pm.
Quinn Moss, Partner with Orrick, Herrington & Sutcliffe LLP presented an update on the Private
Partnership Investment Principles specific to OPERF.
There was a brief question and answer period following the presentation.
The meeting returned to public session at 4:39 pm
II. 4:48 pm Energy Investing:

Ron Schmitz introduced Howard Newman, Managing Director with Pine Brook Road Partners, LLC.
Mr. Newman gave a brief history of his firm and their involvement with energy investing. Below is a
summary of topics covered:
• Energy presents a wide range of investment opportunities.

• Returns are supported by the need to attract new investment.
• Volume growth, not price appreciation, is proper mindset.
• Upstream sector remains attractive-especially oil exploration.
• Natural gas requires a change in approach to be successful.
• Infrastructure investing can be very attractive, but lower return area.
At the conclusion of Mr. Newman’s presentation, there was a brief question and answer period.
The meeting adjourned at 5:48 pm
Respectfully Submitted,
Julie Jackson
Executive Assistant
Page 2
TAB 2 – REAL ESTATE ANNUAL REVIEW
OPERF Real Estate
2008 Review &
2009 Overview
What Happened?
Mar 23, 2009:

PPIP announced
Sep 7, 2008:
Fannie, Freddie
takeover
DJIA
Nov 2008:
Citi bailout #1
Jan 2008: May 19, 2009:
BofA buys TALF Legacy
Feb 2007: Countrywide program
Blackstone announced
acquisition of
EOP ($35 bn) Jul 2008: Feb 2009:
FDIC seizes Stimulus signed
Mar 2008: IndyMac
Bear Stearns May 26, 2009:
collapse S&P’s CMBS
Sep 15, 2008: announcement
Lehman BK
Jul 2007:
Bear Stearns
subprime funds
collapse
Oct 2008: Mar 3, 2009:
TARP signed TALF
AAA Spreads announced
Jun-09
AAA Spreads DJIA
It’s the Debt Stupid!!
No Debt – No Deals – No Market Value
Real Estate Recovery will lag

Economic Recovery and
Return of the Debt Markets – As Always
July 29, 2009 Oregon Public Employees Retirement Fund 3

New Issuance Has Ground to a Halt
New issuance of CMBS.

Domestic CMBS Issuance (in $ billions)
2009 Lending Environment
24-48 Months Ago 12 Months Ago Today
Term: 2 to 10 Years 3 to 5 Years Up to 3 Years
Loan to Value: 90% + available 60%-70% <60%
Debt Coverage: Based on pro-forma Based on in-place, Based on T-12, with

contractual income downward adjustments
Loan Spread: Little risk priced into Fear of declining asset Banks required return
deals 100bps- values priced into deals factored into pricing;
over Base Rate 200bps-350bps over 350bps-500bps or
Base Rate higher over Base Rate
Sponsorship: Irrelevant Determining factor Existing relationships,
strong track record
Underwriting: Poor - based Stringent and detail Pessimistic case
requirement to sell oriented
loan
Covenants: “Covenant light” Focused on monitoring Partial to full recourse
financing borrower performance
Capital Availability: Plentiful Difficult to source Extremely scarce
Pending Maturities Will Temper the Recovery
Beware the refinance…
$347 billion in next five years and $905 billion in next 10 years
$1.4 trillion in next five years and $2.0 trillion in next 10 years
Annual Maturities of CMBS & Insurance Company Loans (in $ billions)
Source: The Future Refinancing Crisis in Commercial Real Estate, Deutsche Bank, 4/23/09
Real Estate Market Overview –
Deteriorating Fundamentals
Delinquency rates of mortgages have increased (with the economy).
Property fundamentals (and values) are deteriorating.
16%
14%
U.S. Office Vacancy
12%
10%
8%
6%
Unemployment
4%
2%
CMBS delinquency
0%
Location, Location, Location
Has become: Financing, Timing & Location
Financing: Supports Equity Values
Timing: Can you survive until demand returns?
Location: This is a Global Event

Diversification didn’t help
Where is Demand?

Real Estate Asset Values (all is not lost)
$$$
Market
Purchase Adjustments
Cost Basis
Sale
Debt Balance
Value
Time
2008 Direct CORE Activity
Direct Property Portfolio Net Acquisitions*
Office $115,000,000 acquisition
Industrial $ 71,000,000 acquisitions
Residential $ 30,000,000 sale
Residential $ 13,000,000 development
Retail $112,000,000 acquisitions
Retail $ 14,000,000 sale
Total Net $267,000,000 million
* Gross Acquisition Amounts

Non-Mandate Program
No New Acquisitions in 2008
No Properties Declined for Conflict with Core
Existing Non-mandate Investments 12/31/08

Lincoln Office $16 million NAV
Regency Retail $63 million NAV

2008 Portfolio Debt Limits
CORE Limit 50% of asset value
Aggregate Debt at 12/31/08 less than 37%
Windsor Residential and Lincoln Industrial Portfolios
have exceeded 50% limit as appraisal values have
fallen. Aggregate debt is less than 55% in both cases.
Value-Added Limit 70%
Aggregate Debt at 12/31/08 less than 63%
Guggenheim II, Rockwood VII, CBRE and Buchanan V
Exceeded Debt limits due to value write-downs on
collateral real estate
Guggenheim Equity written to zero

Direct CORE Occupancy
Occupancy 12/31/07 12/31/08 6/30/09
Office 91.5% 92.8% 92.3%
Industrial 88.0% 92.6% 92.1%
Residential 95.8% 96.0% 97.9%
Retail 95.0% 94.0% 93.0%

2008 Fund Activity
2008 Fund Commitments
CB Richard Ellis V $ 100,000,000
Keystone Industrial II $ 100,000,000
GI Partners III $ 200,000,000
Guggenheim IIa * $ 100,000,000
Starwood Hospitality II $ 100,000,000
Rockwood VIII $ 100,000,000
Beacon VI $ 100,000,000
Aetos Asia III $ 100,000,000
Lone Star RE I $ 100,000,000
Lone Star VI $ 500,000,000
Total 2008 Commitments $1,500,000,000
Last New Deal Approved June 2008 (* Co-invest 10/08)
2008 Commitment Unfunded at 6/09 $1,000,000,000

2009 Fund Activity – to date
2009 Fund Commitments
Western National $10,000,000

Lehman Piece
Fortress III PIK $ 7,500,000
Co-Investment
Starwood - SH Group $ 5,000,000
Total Commitments $22,500,000
Adjusting to the New Order

Lone Star Pending
Debt Deals Under Review

REIT Performance Chart
120
OPERF REIT Portfolio
100
NAREIT
2007 Down 16%
80
2008 Down 38%
2009 Q1 Down 32%
60 2009 Q2 up 29%
40
Total Portfolio Index
NAREIT Equity
20 FTSE EPRA Ex-US
-
May-08
Oct-08
May-09
Apr-09
Jun-09
May-07
Jun-07
Aug-07
Sep-07
Oct-07
Mar-08
Apr-08
Jun-08
Aug-08
Sep-08
Jul-08
Nov-08
Jan-09
Feb-09
Mar-09
Jan-07
Feb-07
Mar-07
Apr-07
Jul-07
Nov-07
Jan-08
Feb-08
Dec-08
Dec-07
Dec-06

A Tale of Two Retail Mall REIT’s
Simon vs General Growth
$120
$100
$80
$60
$40
$20
GGP Files BK
$0
Simon Property (SPG) General Growth (GGP)

May 2009 REIT Portfolio Rebalancing
Domestic Allocation Increased $200 Million
$200 Million to LaSalle
Ex-US Allocation Increased $100 Million
$100 Million to Morgan Stanley
May 2009 Flash Report

Showed REIT’s at 18% of Real Estate Portfolio

What to Expect in 2009-10?
Core Real Estate
Net Income weakening due to soft economy
Pricing and Deal Flow constrained due to lack of debt
REITs
Domestic Prices will also hinge on debt availability
We still expect Global REIT investments to provide
Diversification and growth particularly in Asia
Value Add & Opportunity Funds

Looking for Distressed Sellers not Distressed Property
Working through the Pain

Global Investing

New Investment in 2009-10
Core - Cash Flow Orientation
Debt Products
Industrial Products
“Trophy Office” and Class “A” Apartments
from distressed sellers
REITs – Prepare for Recovery

Review Structure of OPERF REIT Portfolio
Domestic Manager Performance & Strategy
CORE, Retail Mall, Preferred Share
Structure Global Mandate versus Ex-US only

New Investment in 2009-10
Value Add and Opportunity Funds

Utilize Unfunded Commitments - opportunistically
Renew with Proven Producers (with discipline)
New Debt Strategies
Global Value Add is a Target
Selective Secondary Opportunities
Operating Platforms
In partnerships or “Club Deals”
Narrow Focus
Fewer LP’s

TAB 3 – OREGON SAVINGS GROWTH PLAN
CONSULTANT
Oregon Savings Growth Plan
Investment Consultant Search
Recommendation
Purpose
To provide a summary of the search process for the Oregon Savings Growth Plan Investment Consultant
RFP and to recommend a consultant to provide Investment and Plan Administration consulting services.
Background
The Oregon Growth Savings Plan (Plan or OGSP) is the State of Oregon’s 457 deferred compensation
plan. It is a voluntary, supplemental retirement plan that provides eligible state and local government
employees the opportunity to defer receipt of a portion of their current salary. These deferrals are
invested in various investment vehicles until they are paid to the employee. Employees choosing to
participate in the Plan build additional savings to supplement Social Security or other retirement benefits
they may later receive. Generally, participants begin receiving payment from this Plan at retirement.
Approximately 23,000 eligible employees participate in the Plan, which has assets totaling more than
$862 million (as of June 30, 2009).
Oversight of the Plan’s investment program is the responsibility of the Oregon Investment Council
and is supported by Treasury staff. The Plan offers an array of eight investment options (Short-Term
Fixed Option, Stable Value Option, Intermediate Bond Option, Large Company Value Stock Option,
Stock Index Option, Large Company Growth Stock Option, International Stock Option, Small/Mid-Size
Company Stock Option) and 10 Target Date Asset Allocations options. OSGP employs a mix of both
passive and active management using both institutional commingled trust funds and mutual funds for
each option. OSGP uses several managers currently engaged for OPERF. The benefits of this structure
include: 1) Lower risk, as measured by tracking error, for each option through manager diversification;
2) More efficient and effective monitoring of managers by staff for those managers that also manage
money for OPERF; and 3) Lower overall management fees. The average investment management
fee/expense ratio for the entire OSGP is 24 basis points. In addition, the current administrative fee is 22
basis points and provides for the expenses of the recordkeeper (14 bps) and OSGP administration (8
bps).
Oversight of the Plan’s non-investment related administrative program is the responsibility of the
Oregon Public Employees Retirement Fund Board (OPERF Board) and is supported by the OSGP
manager. Additional advice is provided by a seven member Deferred Compensation Advisory
Committee, who advise and make recommendations to the OPERF Board concerning various activities
such as:
• The OSGP fee structure and procedures;
• State and federal legislative issues related to the administration of a deferred compensation plan;
• The administration of the catch-up and the financial hardship provisions in Section 457 of the
Internal Revenue Code of 1986, as amended (Code);
• Ways and means to inform and educate eligible employees about the Plan;
• The expressed desires of eligible employees as to the Plan;
• The actuarial characteristics of eligible employees.
At the February 26, 2009, OIC meeting, staff presented a review of the Plan and requested authorization
to conduct a search for a full retainer consultant for the OSGP.
Discussion
OST staff has historically provided all investment related advice and recommendations on the OSGP to
the OIC. The OIC’s general consultant (SIS and previously Russell Consulting) has provided some
limited advice regarding manager/fund replacements, however, consulting services for OSGP are not
provided for in the contract. Additionally, the consulting advice that has been received has generally
been limited to the institutional asset management universe, and has not focused on the mutual fund
universe which constitutes the bulk of assets found within 457 plans. Given that there are over 25,000
different mutual funds available in the market place, staff feels that the OSGP would be better served by
adding a consultant that has the expertise and resources to cover the mutual fund industry as well as the
deferred compensation landscape as a whole.
Given the level of uncertainty and volatility in the capital markets, which have been highlighted by some
spectacular investment management failures, staff believes this is an appropriate time to obtain a full
retainer consultant that would report to the OIC and provide investment consulting services on plan
structure, managers searches, and brokerage window options, as well as provide plan administration
advice and services regarding recordkeeping, technical/retirement services, and communications
consulting to the OSGP manager.
Staff has had numerous discussions with the OSGP Manager over the years about obtaining the services
of full retainer consultant. Although cost has historically been a concern, the decision as to who would
retain and monitor the consulting relationship has also been unclear (OIC or PERS). The OSGP is now
at a size where the existing administrative fee on assets can support the cost of a full retainer consultant.
Staff has met with Paul Cleary and the OSGP Manager specifically on this issue, and they support using
the administrative fees for this purpose.
Staff, with the aid of the Department of Justice, constructed a request for proposal (RFP) that was
ultimately released on May 21, 2009. A total of seven consulting firms tendered responses to the RFP.
An evaluation team comprised of Tom Lofton (OST – Investment Officer), Jen Peet (OST – Contracts
and Governance Officer), Michael Viteri (OST –Investment Officer), Gay Lynn Bath (OSGP - Plan
Manager), and Jason Evers (Deferred Compensation Advisory Committee Chair) each completed an
independent scoring assessment of the seven responses to the RFP. Three semi-finalists were invited to
interview with the evaluation team which took place on July 13, 2009.
All semi-finalists consultants have significant experience with defined contribution plans, and
specifically with 457 plans. The three semi-finalist firms were all deemed very capable of providing the
desired consulting services. Staff checked numerous references for all three semi-finalists, all of which
came back positive. The evaluation team was unanimous in its recommendation to hire Arnerich
Massena who proposed the most favorable fee proposal.
Recommendation
Staff recommends the OIC hire Arnerich Massena to provide consulting services on the OSGP, subject
to successful negotiation of the contract.
TAB 4 – INTERNAL EQUITY MANAGEMENT
POLICIES AND PROCEDURES
OPERF Internally Managed Equity Portfolios
Purpose
Staff is seeking final OIC approval for the initiation of internally managed equity index funds.
Background
At the December 5, 2008, OIC meeting, staff and SIS presented the rationale for implementation
of internally managed equity index funds. Staff also provided a brief presentation on the
recommended mandates, benchmark selection and portfolio strategies that would be utilized in
managing the index funds.
Although the Office of the State Treasurer (OST) staff has managed the Oregon Short Term
Fund (OSTF) and various other fixed income portfolios internally for decades, it wasn’t until
2005 that Oregon law was amended, allowing OST authority to internally manage publicly
traded equity securities. The general motivation for public pension plans to manage equities in-
house is best explained in an e-mail from Allan Emkin (PCA Consulting) to OST staff, where he
stated:
“A number of other large public funds have started to increase their internal
management of assets. This is being driven by two major factors: 1) Costs,
manager fees, transaction costs, custody, etc; 2) Dissatisfaction with traditional
active equity managers, especially in the large capitalization U.S. market. This
has been an evolutionary process. The most common areas of internal
management (other than cash) have been fixed income and domestic equity
indexation”.
The benefits of managing equity index funds internally include:

• Improved staff knowledge of equity markets, trading practices, and risk model platforms;
• Improved revenue sharing and control of collateral reinvestment risk in securities lending
programs;
• Improved corporate governance due to direct ownership of shares in the index portfolio;
• More efficient management of total plan cash flows as it pertains to OPERF benefit
payments, private equity and real estate draw downs (externally managed funds have
lengthy notification deadlines);
• Opportunities to add value by taking minor but controlled tilts away from the index.
The task of initiating internally managed equity index funds does not come without hurdles or
risks, which include:
• Requires adequately trained/skilled staff [mitigant: existing staff with requisite skills and
experience];
• Need to develop appropriate portfolio, trading, back-office, and compliance functions
[mitigant: Similar systems and processes in place for OSTF, easily adapted to equity
portfolios];
• Portfolio management staff may leave [mitigant: Staff to be cross-trained to minimize
“Key man” risk and assets can simply be transferred to an external index fund provider];
• Portfolio may underperform specified benchmarks over the long-term [mitigant: OIC
can terminate internal equity portfolios and move assets to an external index fund
provider].
The proposed internal equity index fund mandates include a $400 million allocation to the S&P
500 index fund and a $100 million allocation to the S&P 400 index fund (mid cap). The
rationale for managing S&P index-based mandates is due to the fact that OST staff has an eight
year track record of managing multi-billion dollar S&P equity index mandates at a previous
public fund pension plan. The S&P indexes differ from the Russell indexes, in that names are
added and deleted continuously throughout the year. Russell rebalances their indexes annually.
The more frequent and smaller composition changes provided by the S & P indexes allow more
opportunity to add value by taking minor, but controlled, short-term tilts away from the index.
Composition changes within the indexes typically occur as a result of market developments
(mergers, acquisitions, bankruptcies), corporate actions (spin-offs, dividends, stock splits), or
companies’ desire to issue/buy-back stock into/from the marketplace. Given the supply and
demand pressures that occur around index composition changes, alpha can be added to a
portfolio by trading ahead of, or after, an index change.
The OIC authorized staff to pursue implementation of internal management of U.S. equity index
funds and recommended that staff return to the OIC to demonstrate that all systems, processes,
policies and procedures are complete prior to seeking final permission to initiate managing the
proposed index funds.
Discussion
Many of the controls and critical resources needed to manage equity assets were already in place,
and have been used to manage the OSTF for years. The Policies and Procedures, trading order
management systems, custody bank back-office functionality, and Investment Accounting
reconciliation/compliance processes that are in place to manage and monitor the OSTF, were
simply duplicated and modified to fit the needs of internal equity management.
The attached Gantt chart (Appendix 1) lists the activities and timelines necessary to build out the
OST internal equity management infrastructure. Appendix 2 contains a trade flow process chart
which illustrates how the sub-components of the internal equity management infrastructure
interact. The following subject header paragraphs provide a brief description of each of the sub-
components of the internal equity infrastructure build-out and are included (and color-coded) in
both the Gantt and Trade Flow Process charts.
Policies & Procedures- Two existing OIC Policies and Procedures (04.01.02-Investment
Trading Authority; 04.01.05-Investment Performance Reports) and the OIC Statement of Fund
Governance for OPERF were modified to include language relating to the internally managed
equity portfolios. Additionally, two new OIC Policies and Procedures were created: Internal
Equity - Portfolio Objectives & Strategies (04.05.03) and Internal Equity - Approved Broker List
(04.05.04). All proposed policies and procedures have been reviewed and edited by OST
Investment Accounting, OST Internal Audit and SIS Consulting. The following is a brief
summary of the proposed policies and changes that follow this write up:
1. 4.01.02: Modified to provide OST staff authority to negotiate and execute trades in
public equities and public equities futures contracts;
2. 4.01.05: Modified to include OST Investment Accounting reporting on internally
managed equity portfolios (purchases/sales, gains/losses) and broker usage reports;
3. 4.05.03 Internal Equity-Portfolio Objectives & Strategies: New policy which provides
for performance objectives, permitted holdings, absolute restrictions, and trade ticketing
procedures with respect to the internally managed equity portfolios;
4. 4.05.04 Internal Equity-Approved Broker List: New policy which provides for the
selection and retention criteria of public equity security and futures brokers; and
5. Statement of Fund Governance: Modified to add language for internal equity
management.
Portfolio Management and Trading Platforms- Bloomberg, which has been in place at OST for
19 years, provides market news, pricing, security analytics, trade routing, trade ticketing
reconciliation functionality, and compliance monitoring (reconciliation and compliance used by
OST Investment Accounting). All OST investment staff has access to Bloomberg platforms.
Bloomberg is a crucial tool utilized for the management of the OSTF and will be likewise used
for management of the internal equity program. BarraOne Equity Portfolio and Risk
Management system was acquired and installed in late 2008 to assist in the oversight of external
equity managers and will be used to manage portfolios and control risk on the internally
managed equity index funds. ITG’s trading platform (called Triton) is a robust trading platform
that provides trade analytics and execution services and was installed in April 2009. Although
ITG is a broker, the Triton trading system is a broker neutral platform (meaning that trades can
be routed to brokers other than ITG).
Custodial Bank- State Street Bank (SSB) has been providing back-office functionality to the
OSTF for several years. Portfolio management for the OSTF and the internal equity program is
facilitated by MyStateStreet, a web-based data interface that provides numerous custody
holdings and accruals reports. Back-office functionality provided by SSB includes, but is not
limited to, corporate action processing, trade affirmation and settlement, and performance
measurement.
Investment Accounting- OST Investment Accounting has been providing portfolio compliance
(facilitated through Bloomberg), portfolio holdings reports, trade reporting, and brokerage usage
reports (facilitated through Investment Accountings record keeping program Eagle/Pace) for the
OSTF, and is duplicating and modifying its processes to accommodate internal equity
management. Portfolio and trading compliance rules are scheduled to be gradually phased in and
“turned on” after internal portfolio management “goes live” to ensure that the programmed rules
function as expected. OST Internal Audit is aware of the timing of the phased compliance rules
and is comfortable with the controls and processes that are currently in place (see Appendix 3).
At the May 27, 2009, meeting, the OIC approved several changes to the public equity asset class
which included the consolidation of OIC Policies that defined the strategic role of the Domestic
Equity Fund (DEF), the International Equity Fund (IEF) and the Global Equity Fund (GEF) into
one Public Equity Fund policy. The OIC also authorized several manager terminations and
increased the allocation to passive index strategies, including the new S&P 500 and S&P 400
index funds. Staff engaged State Street Global Markets (SSgM) to manage all of the asset
transition activity. SSgM created both S&P index portfolios and are managing them until the
OIC gives staff final approval to manage the portfolios internally.
In summary, all Policies and Procedures (if approved), portfolio management and trading
systems, back office functionality, and compliance and reconciliation capabilities are currently in
place. The S&P 500 and S&P 400 index funds have already been constructed with the
recommended allocations of $400 million and $100 million, respectively, and staff is ready to
commence the internally managed index program.
Recommendation
• Adopt the red-line changes to OIC Policies 4.01.02; 04.01.05; and the OIC Statement of
Fund Governance for OPERF.
• Adopt new OIC Policies 04.05.03 and 04.05.04.
• Authorize staff to commence management of the internal equity index funds.
Appendix 1 OST Internal Equity Project Management List
% Complete
May-09
Aug-09
Feb-09
Jun-09
Mar-09
Jan-09
Apr-09
Jul-09
TASK ACTION Start End COMMENT
POLICIES & PROCEDURES
04.01.02 -Investment Trading Authority Modify existing P&P Jan-09 Jul-09 100% Reviewed by Inv Acc, Audit, SIS
04.01.05 -Investment Performance Reports Modify existing P&P Jan-09 Jul-09 100% Reviewed by Inv Acc, Audit, SIS
04.05.03 -Internal Equity - Portfolio Objectives & Strategies Create New Policy & Procedure Jan-09 Jul-09 100% Reviewed by Inv Acc, Audit, SIS
04.05.04 -Internal Equity - Approved Broker List Create New Policy & Procedure Jan-09 Jun-09 100% Reviewed by Inv Acc, Audit, SIS
PORTFOLIO ANALYTICS & TRADING
BarraOne Portfolio Management & Risk Platform Install BarraOne application Jan-09 Jan-09 100% Business Continutity Capable
State Street Bank Data Interface Install My State Street Jan-09 Jan-09 100% Business Continutity Capable
Bloomberg Dedicated Circuit Install Switch over old servers to new server Jan-09 Mar-09 100%
Bloomberg Trading Platform Installation Switched on by Compliance & Bloomberg Jan-09 Jan-09 100% Business Continuity Capable
Bloomberg Trading Platform Training Training on Bloomberg POMS Jan-09 Mar-09 100%
Standard & Poor's licencing for Bloomberg Activate S&P data feeds for Bloomberg Jan-09 Jun-09 100%
U.S. Stock Exchange Pricing Activate Real Time Exchange Pricing Jun-09 Jul-09 100%
Broker Research Feed Commence receipt of index change data Jan-09 Feb-09 100% Index research from 3 brokers
Bloomberg Equity Test Trades Execute 2 series of trades Mar-09 Apr-09 100%
SSB Received Equity Test Trades Receive 2 series of trades Mar-09 Apr-09 100%
Bloomberg Futures Test Trades Execute Futures futures trade Mar-09 Apr-09 100%
SSB Received Futures Test Trades Receive Futures trades Mar-09 Apr-09 100%
ITG Triton Trading Platform Installation Install Triton software Feb-09 Apr-09 100% Business Continuity Capable
ITG Equity Test Trades Route trade from Bloomberg to ITG Jun-09 Jul-09 100%
Establish Equity & Futures Approved Broker List Set up wiring & delivery instructions Jul-09 Jul-09 100%
Establish Futures Broker (Citigroup) Set up account with Citigroup Mar-09 Jul-09 100%
Real Time Cash/Futures Notional Value Exposure Analytics Link & test Analytics SS to Bloomberg Jun-09 Jul-09 100%
Real-Time Buy/Sell List Analytics Link & test Analytics SS to Bloomberg Jul-09 Jul-09 100%
Internal Control
Control Trade Tickets
Tickets Created
Created Create internal trade tickets
tickets Feb
Fe b-09 Jull-09
Ju 100%
CUSTODIAL BANK BACK OFFICE
Affirmation of Confirms SSB to present their process Jan-09 Apr-09 100%
Dividend & Interest Accrual feeds Templates on My StateStreet Jan-09 Apr-09 100%
Trade Ticketing process SSB to present their process Jan-09 Apr-09 100%
Corporate Actions SSB to set up Captain accts Jan-09 Apr-09 100%
Futures variation Margin oversight SSB to present their process Jan-09 Apr-09 100%
Trade Settlement Reconciliations SSB to present their process Jan-09 Apr-09 100%
Proxy Voting Glass Lewis authorization Feb-09 Mar-09 100%
Sec Lending options Discuss/Choose Options Mar-09 May-09 100%
SSB Account S&P 400 Account SSB to set up 59DX account Jan-09 Feb-09 100%
SSB Account S&P 500 Account SSB to set up 59DY account Jan-09 Feb-09 100%
Bloomberg Account set up 59DX & 59DY Set up accounts at Bloomberg Feb-09 Mar-09 100%
Custody Bank Back Office due diligence Site Visit in Boston at SSB Mar-09 Apr-09 100%
INVESTMENT ACCOUNTING/COMPLIANCE
Trading Flow Discussion Discuss operations trade flow Jan-09 Jun-09 100%
Eagle PACE Equity Test Trades Successful routing of trades Feb-09 May-09 100%
Eagle PACE Futures Test Trades Successful routing of trades Feb-09 May-09 100%
Investment Accounting Performance Reports (4.01.05) Creation of IA Performance reports May-09 Jul-09 75% Targeting 8/17/09 for draft reports
Bloomberg Portfolio Compliance Rules Creation of portfolio BB compliance rules May-09 Jul-09 75% Targeting 8/17/09 start date
Bloomberg Trading Compliance Rules Creation of BB trading compliance rules May-09 Jul-09 75% Targeting 8/17/09 start date
AUDIT
Policy & Procedure Review Review Policy & Procedures May-09 Jul-09 100%
DOJ
ITG Contract Review Contract for Trading Platform Jan-09 Jul-09 100%
Ciritgroup Futures Contract Review Legal Sufficiency Apr-09 Jul-09 100%
PORTFOLIO CREATION & MANAGEMENT
SSGM to Transition, Create, and Manage Index Portfolios Manage 59DX & 59DY accunts Jun-09 Jul-09 100%
Portfolio Management Transition to OST Aug-09 Aug-09 0% Targeting 8/17/09 Start Date
Appendix 2 Trade Flow Process
OST MANAGED EQUITY PORTFOLIOS

MyStateStreet S&P Index Changes BarraOne OST Analytics Bloomberg
Download holdings Brokerage Research Generate Trade Lists Real-time Trade Lists Pricing Connectivity
Corporate Actions Manage Risk Real-Time Futures Exposure Market Information
Custody Bank Back Office INV ACC COMPLIANCE SCREEN INV ACC RECONCILIATION
DTC Confirm/Affirm Bloomberg Order Management System EAGLE PACE Record Keeping
Trade reconciliation Inv Acc Trading compliance SSB Reconciliation
Performance Measurement Bloomberg Trade Routing Inv Acc Portfolio Compliance
TRADING PLATFORM
ITG Inc Pre & Post Trade Analytics
ITG Inc Trade & Execution
Trade Routing & Fills from other Brokers
Trade Execution
Approved Broker List Execution
OFFICE OF THE STATE TREASURER Investment Manual
Policies and Procedures Activity Reference: 4.01.02
FUNCTION: General Policies and Procedures

ACTIVITY: Investment Trading Authority
POLICY: As delegated by the Treasurer, a Senior Investment Officer (including the

Chief Investment Officer and the Deputy Chief Investment Officer) has full
authority to purchase or sell investments within the asset class for which the
investment officer has responsibility, except as otherwise noted in the Policies
and Procedures manuals. In exercising this delegated authority, Investment
Officers and Investment Division staff are to invest funds managed as a
prudent investor would do, under the circumstances then prevailing and in
light of the purposes, terms, distribution requirements and laws governing
each investment fund. (ORS 293.726)
PROCEDURES:
1. Short Term Investments. The Short Term Investment Officer may negotiate and
execute trades under the general guidance of the Senior Fixed Income Investment
Officer. The Investment Analyst may trade under the guidance of the Senior Fixed
Income Investment Officer or the Short Term Investment Officer. See also Policy
4.03.02.
2. Fixed Income Investments. The Short Term Investment Officer may negotiate and
execute trades under the general guidance of the Senior Fixed Income Investment
Officer. The Short Term Investment Officer may not trade, without specific
permission, in securities issued by an entity other than one which has issued securities
already held in Oregon's fixed income portfolio. The Investment Analyst may trade
under the specific direction of the Senior Fixed Income Investment Officer or the Short
Term Investment Officer. Such trading will usually be limited to "swapping" one US
Treasury security for another which has a different maturity date in order to take
advantage of interest rate spreads.
3. Real Estate Investments. See Policy 4.04.01.
4. Equity Investments. The Equity Investment Officers may negotiate and execute
trades in public equities and public equity futures contracts under the general guidance
of the Chief Investment Officer. The Equity Investment Officers may make
recommendations and reports to the Council regarding the retention of investment
management firms. The OIC maintains the authority to hire and dismiss investment
management firms at will. The Equity Investment Officers and the Investment Analyst
both have authority to review investment management firm transactions for contract
compliance and consistency with the philosophy and expertise of those firms. While
legally permissible, the OIC has not granted the Office of the State Treasurer
Investment Division staff the authority to invest directly in equity securities.
5. Private Equity Investments. See Policy 4.06.01.
SAMPLE FORMS, DOCUMENTS, OR REPORTS (Attached):
None
Page 1 of 1 Revised 4/20077/2009

FUNCTION: General Policies and Procedures

ACTIVITY: Investment Performance Reports
POLICY: Performance and activity of the investment funds shall be reported in a manner
consistent with the asset class, this may include monthly reporting. The Office of
the State Treasurer (OST) shall produce an Annual Report, including a section on
the investment funds.
PROCEDURES:
1. Short-Term Investments. Each month, OST prepares a summary of the OSTF holdings and a
portfolio compliance report. The information is posted to OST’s website monthly. The master
custodian provides the monthly performance of the OSTF, OST’s Finance Division determines the
interest credited to customer accounts. An annual financial report is prepared by OST and is audited
by the Secretary of State’s Audits Division.
2. Fixed Income Investments. Investment Accounting distributes a monthly trade report to the
Treasurer, the Deputy Treasurer, and to the Chief Investment Officer. The report includes summaries
of internally managed security purchases, sales, and gains/(losses). The Fixed Income section also
receives a report from Investment Accounting on broker usage (distribution) which is used by the
Fixed Income section to create a broker usage report that is delivered to the Chief Investment Officer,
the Deputy Chief Investment Officer, the Treasurer, the Deputy State Treasurer, and other investment
division staff.
The report is accompanied, upon request, by a full portfolio of fixed income securities held by OST on
behalf of the investment funds. In addition, the state’s custodian provides monthly and quarterly
performance information relative to agreed upon benchmarks.
3. Real Estate Investments. A performance reporting firm hired by OST prepares quarterly reports on
holdings and performance relative to benchmarks. This comprehensive report includes market value
and performance information relative to OPERF’s entire real estate portfolio and is distributed to OIC
members and OST staff, as requested. In addition, the real estate advisors, and the OIC’s real estate
consultant, provide quarterly reports to members of the OIC and OST staff.
4. Equity Investments. The state’s custodian prepares monthly and quarterly performance reports
which include equity investments. The reports list the market value of the current holdings managed
by each investment management firm and performance relative to OIC assigned benchmarks. Reports
are distributed to OIC members, the Treasurer, the Deputy Treasurer, the Chief Investment Officer,
and Investment Division staff. The OIC’s full service consultant provides, generally quarterly, a
comprehensive review at an OIC meeting.
Investment Accounting distributes a monthly trade report to the State Treasurer, the Deputy Treasurer,
and to the Chief Investment Officer. The report includes summaries of internally managed security
purchases, sales, and gains/(losses). The Public Equity section also receives a report from Investment
Accounting on broker usage (distribution) which is used by the Public Equity section to create a
broker usage report that is delivered to the Chief Investment Officer, the Deputy Chief Investment
Officer, the Treasurer, the Deputy State Treasurer, and other investment division staff.
5. Private Equity Investments. Private Equity investments are reviewed by the Senior Equity
Investment Officer, the Private Equity Investment Officer, and the Chief Investment Officer, on a
Page 1 of 1 Revised July 20094/2007
OST Investment Manual
Activity Reference: 4.01.05
continuing basis. The Private Equity consultant hired by the OIC reports on the holdings, investments,
and performance of the private equity funds on a quarterly basis. At least annually, a complete
overview of the portfolio is presented to the OIC by the OIC designated consultant.
SAMPLE FORMS, DOCUMENTS, OR REPORTS (Attached) None
Page 2 of 2 Revised July 2009/2007

FUNCTION: Equity Investments

ACTIVITY: Internal Equity – Portfolio Objectives & Strategies
POLICY: All internal equity investments shall be authorized by a public equity

investment officer, authorization shall be documented, and shall be in
accordance with portfolio guidelines established by the Oregon Investment
Council.
PURPOSE
The purpose of this policy is to specify the portfolio strategies staff is authorized to manage
internally and to define the tolerable risk, performance objectives, and permitted investments.
POLICY OBJECTIVES & STRATEGIES

S&P 500 Index Strategy
1. The objective of the S&P 500 Index portfolio is to closely match the S&P 500 Total
Return Index performance through a full replication strategy.
2. The S&P 500 Index Portfolio is expected to outperform the S&P 500 Total Return Index
by approximately 5 basis points annualized over a market cycle with an expected tracking
error of 10 basis points.

1. The objective of the S&P 400 Index portfolio is to closely match the S&P 400 Total
Return Index performance through a full replication strategy.
2. The S&P 400 Index Portfolio is expected to outperform the S&P 400 Total Return Index
by 10 basis points annualized over a market cycle with an expected tracking error below
30 basis points.
PERMITTED HOLDINGS
1. Securities contained in the S&P 500 Index.
2. Securities reasonably expected to be part of the S&P 500 Index at some future date.
3. Securities that have recently been a member of the S&P 500 Index.
4. Exchange Traded Funds (ETFs) which replicate the S&P 500 Index such as: iShares S&P
500 Index Fund (Ticker: IVV) or Spyders (Ticker: SPDR).
5. S&P 500 Index Futures (Large Contracts and Mini’s).
6. U.S. Treasury Bills or other acceptable cash equivalents utilized for equity futures
collateral.

1. Securities contained in the S&P 400 Index.
2. Securities reasonably expected to be part of the S&P 400 Index at some future date.
New July 2009

3. Securities that have recently been a member of the S&P 400 Index.
4. Exchange Traded Funds (ETFs) which replicate the S&P 400 Index such as: iShares S&P
400 Index Fund (Ticker: IJH).
5. S&P 400 Index Futures (Large Contracts and Mini’s).
6. U.S. Treasury Bills or other acceptable cash equivalents utilized for equity futures
collateral.
ABSOLUTE RESTRICTIONS
The Internal Public Equity Portfolios may not purchase the following investments or types of
investments without the specific advanced approval of the Chief Investment Officer and
the Oregon Investment Council:
1. Short sales of securities.
2. Margin purchases or other use of lending or borrowing money or leverage to create
positions greater than 100% of the market value of assets under management.
3. Commodities.
4. Non-U.S. dollar denominated fixed income securities issued by entities incorporated or
chartered outside of the United States.
PROCEDURES:
1. All trades are entered into an Order Management System (OMS) such as Bloomberg
POMS and are authorized by the signature (electronic or handwritten) of a Public
Equity Investment Officer. The Public Equity Investment Officer shall act in
accordance with established procedures and internal controls for the operation of the
investment program consistent with this policy. The Senior Public Equity Investment
Officer will review trades initiated by members of the Public Equity team. The Chief
Investment Officer will review trades initiated by the Senior Public Equity Investment
Officer.
2 New July 2009


ACTIVITY: Internal Equity – Approved Broker List
POLICY: OST staff shall maintain a list of acceptable brokers with whom equity
security trades may be executed for the internally managed portfolios.
Only brokers with adequate financial resources that exhibit the ability to
provide “best execution” shall be eligible for the Approved Broker list. All
trades for the internally managed equity portfolios shall be executed
through brokers on the Approved Broker list. Additions to the Approved
Broker List shall be approved by the Chief Investment Officer.
PURPOSE
To establish the criteria for the selection and retention of brokers to act as authorized agents
or principals in executing trades on behalf of the Oregon Public Employees Retirement Fund
(OPERF).
ACCEPTABLE BROKER CRITERIA

1. Brokers must supply OST with three years of audited financial statements. Brokers on
the Approved Broker list shall supply audited financial statements annually, as soon as
they become available.
2. Brokers must not be under review for serious wrongdoing (penalties for which the
brokerage firm faces severe impairment of its abilities to conduct future business) nor
under suspension by the Securities and Exchange Commission (SEC), Financial Industry
Regulatory Authority (FINRA- Created in July 2007 through the consolidation of NASD
and the member regulation, enforcement and arbitration functions of the New York Stock
Exchange), U.S. Commodity Futures Trading Commission (CFTC), or other U.S.
securities regulatory body.
3. Brokerage firms shall not have conflicts of interests due to direct familial relationships
between a supervisory or contact/executing broker and any direct relative of any OST
Investment Division staff member.
4. The contact broker must have serviced an institutional client with over $1 billion of
equity assets and supply at least one reference to that relationship.
5. OST staff must be satisfied that the broker has the capability to execute trades in a
competent manner.
New July 2009

PROCEDURES
1. Staff shall maintain the Approved Broker List including a history of all changes to the
list.

1. OST - Authorized Broker List
2. OST – Equity & Futures Brokerage Questionnaire
2 Created January 5, 2009

Oregon Investment Council
Statement
of
Fund Governance
for the
Oregon Public Employees Retirement Fund
Adopted: February 27, 2002

Revised: April 28, 2004, January 18, 2006, May 31, 2006, July 29, 2009
1
Contents
1. Purpose
2. Guiding Principles
3. Investment Decisions Retained by Council
4. Investment Decisions Delegated to Treasury Staff
5. Investment Decisions Delegated to Investment Professionals
6. Effective Council Oversight
Glossary of Selected Terms

Terms highlighted in italics are explained in the glossary.
2
1.0 Purpose
1.1 This statement summarizes the governance structure established by the Oregon
Investment Council (the “Council”) to ensure the prudent, effective and efficient
management of the assets of the Oregon Public Employees Retirement Fund
(OPERF).
1.2 The Council approved this governance structure after careful consideration of
alternative approaches to governing a very large and growing pension fund within
an increasingly complex financial and investment environment.
1.3 The Statement has been prepared with five audiences in mind: 1) incumbent, new
and prospective Council members; 2) Treasury staff; 3) OPERF active and retired
members; 4) Oregon State Legislature and Governor; and 5) agents engaged by
the Council to manage and administer OPERF assets.
1.4 The Statement summarizes more detailed policies and procedures documents
prepared and maintained by Treasury staff, and numerous other documents that
govern the day-to-day management of OPERF assets.
1.5 The Council regularly assesses the continued suitability of the OPERF
governance structure, initiates change as necessary, and updates this Statement
accordingly.
2.0 Guiding Principles

2.1 Three principles guided the Council’s development of the OPERF governance
structure:
(a) To fulfill its role as governing fiduciary, the Council retains responsibility
for investment decisions. In accordance with ORS 293.721, the general duty
of the Council “is to make the moneys as productive as possible,” subject to
the standard of judgment and care in ORS 293.726. In addition, the “. . .
assets of [OPERF] may not be diverted or otherwise put to any use that is
not for the exclusive benefit of members and their beneficiaries” (ORS
238.660(2)).
(b) To ensure OPERF assets are prudently, profitably, and efficiently managed
on a day-to-day basis, the Council has chosen to delegate the management
and implementation of specified Council investment policies to qualified
managing and operating fiduciaries. Such delegation is consistent with
ORS 293.726(4)(b), which states the Council must “act with prudence in
deciding whether and how to delegate authority and in the selection and
supervision of agents.” Council delegates have the training, expertise,
experience, tools and time to cost-effectively implement Council policies.
(c) To ensure effective oversight of delegates, the Council requires timely
performance reports that reveal if delegates have complied with their
mandates and guidelines, and indicate how assets under their care have
performed relative to established investment objectives.
3.0 Investment Decisions Retained by the Council
3
3.1 The Council approves the following investment policies:
(a) Total fund investment objective;
(b) Target asset allocation policy;
(c) Asset mix policy re-balancing ranges;
(d) Asset class structural tilts;
(e) Active management exposure within each asset class;
(f) Manager structure within each asset class; and,
(g) Retaining, terminating and replacing investment managers within each asset
class.
3.2 Before approving or amending policy decisions, the Council seeks advice,
guidance and recommendations from Treasury staff, Council-retained investment
consultants, investment managers and other experts or sources as considered
prudent by the Council.
3.3 Private equity investment commitments in first-time funds exceeding $100
million, or exceeding 200% increases in follow-on partnerships, must be brought
to the Council for approval.
3.4 Real estate investment commitments in first-time funds exceeding $100 million,
or exceeding 200% increases in follow-on partnerships or core managers, must be
brought to the Council for approval.
4.0 Investment Decisions Delegated to Treasury Staff

4.1 The Council has delegated to qualified Treasury staff the following investment
management and implementation decisions:
(a) Re-balancing of total fund, asset class and manager exposures to ensure
OPERF assets are within the total fund, asset class strategy and manager
structure guidelines approved by the Council. Re-balancing activity is
included as an information item in the Treasury staff’s monthly report to the
Council.
(b) Recommending retaining, terminating and replacing investment managers
within each asset class. Before recommending a manager change, Treasury
staff will satisfy the Council that the manager change is supported by a
satisfactory level of analysis and due diligence. This will include:
documenting the reasons for the manager change, a list of the managers
considered, the expected improvement in performance attributable to the
change, how the manager complements the existing portfolio, verification
that the change complies with the asset class strategy and manager structure
approved by the Council, and access to all supporting working papers and
reports. One or more Council members may elect to work with Treasury
staff when manager issues are being examined.
(b)(c) The Equity Investment Officers may negotiate and execute trades in public
equities and public equity futures contracts under the general guidance of
the Chief Investment Officer for specific strategies defined in OIC Policy.
4
(c)(d) Preparing, negotiating and executing investment manager mandates,
guidelines and fee agreements.
(d)(e) Overseeing individual investment managers to ensure their portfolios
comply with their respective portfolio mandates and guidelines.
(e)(f) Providing oversight of the master custodian to ensure that the Fund’s rights
to pursue securities class action litigation are appropriately protected.
4.2 In making these decisions, Treasury staff seeks the advice, guidance and
recommendations from Council-retained investment consultants, investment
managers and other experts and sources as considered prudent by Treasury Staff.
5.0 Investment Decisions Delegated to Investment Professionals

5.1 The Council has delegated to qualified investment managers the buying and
selling of individual securities and/or other investments authorized under the
portfolio management guidelines approved by the Council.
5.2 The Council has delegated to a qualified independent third-party the voting of
shareholder proxies that accompany the securities and/or investments held by the
portfolio with oversight by Treasury staff and in accordance with Council voting
guidelines.
6.0 Effective Council Oversight

6.1 The Council approves the criteria for monitoring and evaluating the impact of
different investment decisions on total fund, asset class, and manager level
performance. Performance is monitored and evaluated with respect to investment
risks taken, and investment returns earned.
6.2 Investment risks are monitored and evaluated quarterly by comparing total fund,
asset class and manager holdings to the risk characteristics of suitable
benchmarks. Additionally, the tracking error of the public asset classes and the
total fund is monitored and reported to the Council, quarterly.
6.3 Investment returns are monitored monthly, and evaluated quarterly by comparing
total fund, asset class and manager level returns against suitable benchmarks.
Quarterly attribution reports identify the impact that Council, Treasury staff, and
investment manager decisions have had on total fund, asset class and manager
level returns over different time horizons.
6.4 Before approving or amending the criteria for monitoring and evaluating
investment decisions, the Council seeks advice, guidance and recommendations
from Treasury staff, Council-retained investment consultants, investment
managers and other experts and sources as considered prudent by the Council.
Glossary
Benchmark: A standard by which investment performance can be measured and

evaluated. For example, the performance of US equity managers is often measured and
5
evaluated relative to the benchmark performance of the Russell 3000 Index.
Governing, managing and operating fiduciaries. Terminology increasingly used in the
pension field to distinguish between the governance, management and operations
functions in a pension fund. The governance function is mission choice, funding and
investment policy decisions, organizational design decisions, the monitoring of
organizational effectiveness, and communication of results to stakeholders. This is the
domain of governing fiduciaries. Management acts as advisors to the governing
fiduciaries, devises strategies for achieving the fund mission and implementing the
policies in a cost-effective manner, and organizes and monitors fund operations. This is
the domain of managing fiduciaries. Finally, fund operations in the form of portfolio
management, risk monitoring, and information system management and reporting are
delegated to operating fiduciaries either inside or outside the pension fund organization.
See Ambachtsheer, K. P. and D. Don Ezra, Pension Fund Excellence, Wiley, 1998,
“Mapping the Road to Excellence”, chapter 3.
Investment Objectives: The investment objectives of OPERF are summarized in the
Statement of Investment Objectives and Policy Framework for the Oregon Public
Employees Retirement Fund.
Oregon Investment Council (OIC): Oregon Revised Statute (ORS) 293.706 establishes
the OIC, which consists of five voting members, four of whom are subject to Senate
confirmation (the Treasurer serves by position, and is not subject to confirmation). One
member of the OIC is a public member who serves on the Public Employees Retirement
Board. Three members, who are qualified by training and experience in the field of
investment or finance, are appointed by the Governor, one member is the State Treasurer.
In addition, the Director of the Public Employees Retirement System is an ex-officio
member of the OIC. ORS 293.721 and 293.726 establish the investment objectives and
standard of judgment and care for the OIC: Moneys in the investment funds shall be
invested and reinvested to achieve the investment objective of the investment funds,
which is to make the moneys as productive as possible, subject to the prudent investor
standard.
Oregon Public Employees Retirement Fund (OPERF): Holds the assets of beneficiaries
of the Oregon Public Employees Retirement System (PERS). PERS is a statewide-
defined benefit retirement plan for units of state government, political subdivisions,
community colleges, and school districts. PERS is administered under ORS chapter 238
and Internal Revenue Code 401(a) by the Public Employees Retirement Board (PERB).
For state agencies, community colleges, and school districts, PERS is a cost-sharing,
multiple-employer system. It is an agent multiple-employer system for political
subdivisions. Participation by state government units, school districts, and community
colleges is mandatory. Participation by most political subdivisions is optional but
irrevocable if elected. All system assets accumulated for the payment of benefits may
legally be used to pay benefits to any of the plan members or beneficiaries of the system.
PERS is responsible for administrating the management of the plan’s liability and
participant benefits.
Return: The gain or loss in value of an investment over a given period of time, expressed
as a percentage of the original amount invested. For example, an initial investment of
6
$100 that grows to $105 over one year has earned a 5% return.
Risk: A statistical measure of the possibility of losing or not gaining value. May also be
expressed as the probability of not achieving an expected outcome.
Tracking Error: When using an indexing or any other benchmarking strategy the amount
by which the performance of the portfolio differed from that of the benchmark. In reality,
no indexing strategy can perfectly match the performance of the index or benchmark, and
the tracking error quantifies the degree to which the strategy differed from the index or
benchmark. Usually defined as the standard deviation of returns relative to a pre-
specified benchmark.
- end -
7
TAB 5 – ANNUAL AUDITS UPDATE
Office of the State Treasurer
Audits Update
Purpose
To provide the Oregon Investment Council with an update of the investment-related audit engagements
completed by OST’s Internal Audit Services during the past year.
Background
Oregon Revised Statute (ORS) 293.776 states “The Oregon Investment Council shall provide for an
examination and audit of the investment funds investment program, and for submission to the council of a
report based on the examination and audit, at least once every four years and at other times as the council
may require. The examination and audit, and the report based thereon, shall include an evaluation of
current investment funds investment policies and practices and of specific investments of the investment
funds in relation to the objective set forth in ORS 293.721, the standard set forth in ORS 293.726 and
other criteria as may be appropriate, and recommendations relating to the investment funds investment
policies and practices and to specific investments of the investment funds as are considered necessary or
desirable. The council shall make copies of the report or a summary thereof available for distribution to
interested persons.”
Investment Policy 04.01.12 addresses this requirement as follows:
On an annual basis:
The Office of the State Treasurer’s Internal Audit Services will perform an audit of the internal
control structure over one of the major asset classes (i.e., Real Estate, Fixed Income, Public Equities,
Private Equities, Opportunity Portfolio, or Short-term Investments) for each year ended June 30. The
audit shall be performed in accordance with professional auditor’s standards approved by OST’s
Audit Committee.
At least once every four years:

The Office of the State Treasurer (OST) will obtain the services of a qualified consultant to perform a
procedural (operational) review of the investment portfolio (or area) and its practices as compared
and contrasted to the investment portfolio practices of similarly managed investments in the private
and public sectors.
Annual Internal Control Audits

Beginning with fiscal year 1993, OST began a process of annually reviewing the internal controls of one
of the major assets classes. The reviews performed to date are summarized below:
Year Ended Area Firm

June-1993 Equities KPMG
June-1994 Real Estate KPMG
June-1995 OSTF KPMG
June-1996 Fixed Income KPMG
June-1997 Alternative Equities KPMG
June-1998 Equities Deloitte & Touche
June-1999 Real Estate Deloitte & Touche
June-2000 OSTF Deloitte & Touche
June-2001 Fixed Income Deloitte & Touche
June-2002 Alternative Equities Deloitte & Touche
June-2003 Public Equities Internal Audit Services
June-2004 Real Estate Internal Audit Services
June-2005 Short Term/Fixed Income Internal Audit Services
June-2006 Private Equity Internal Audit Services
June-2007 Real Estate Internal Audit Services
June-2008 Public Equities Internal Audit Services
The Public Equity Internal Controls Audit report was issued by Internal Audit Services on March 31,
2009. All audit findings related to the Public Equity asset class have been resolved as of June 30, 2009.
Operational Review
In 2008 OST obtained the services of Ernst & Young to perform an operational review of the Oregon
Public Employees’ Retirement Fund (OPERF) investment portfolio. A report addressing the firm’s
findings was issued in December of 2008. OST staff are currently working to resolve two of the issues
identified within this report, and expect to complete this work by the end of the calendar year.
Other Investment-Related Audit Engagements

The Investment Valuation and Financial Reporting Audit report was issued by Internal Audit Services on
December 8, 2008. The objectives of this engagement were to identify opportunities to strengthen the
control structure over investment valuation and financial reporting, and to perform limited testing of June
30, 2008, investment portfolio balances to determine if current controls were operating as designed. All
audit findings related to this report have been resolved as of June 30, 2009.
The Internal Controls Audit of Investment Portfolios Audit report was issued by Internal Audit Services
on March 31, 2009. The objectives of this engagement were to: 1) Evaluate the control structure in place
at OST over the Deferred Compensation Investment Program, the Common School Fund, the State
Accident Insurance Fund, the Oregon University System Fund, and the Oregon Growth Account (OGA)(a
fund over which the OIC does not have authority) and determine OST’s level of compliance with
Investment Policy requirements related to these portfolios; and to 2) Evaluate the control structure in
place at CTC Consulting, the OGA Board’s consultant, over the services they provide to the Board and
the OGA portfolio. OST staff are currently working to resolve one remaining finding identified within
this report, and expect to complete this work by the end of September.
The Office of the Secretary of State Audits Division issued a management letter addressing their review
of internal controls over financial reporting for the Office of the State Treasurer for the year ended June
30, 2008, on February 24, 2009. OST staff have made progress in resolving the finding noted within this
letter, and expect to complete their work by the end of the calendar year.
Recommendation
None
TAB 6 – ANNUAL PROXY VOTING UPDATE
2008-09 Proxy Voting Summary and Current Issues
Purpose
To provide a summary of the votes Glass, Lewis and Co. cast on the OIC’s behalf
for the period July 1, 2008 to June 30, 2009, and to provide a review of the recent
proxy voting season and current issues.
Background
At the September 27, 2006 OIC meeting, the Council voted to retain Glass, Lewis
and Co. as its proxy voting agent, and to follow Glass Lewis’ standard Proxy Paper
Policy Guidelines. Glass Lewis replaced Institutional Shareholder Services (ISS),
initially retained by the OIC in 2003 (the same year Glass Lewis was founded).
Glass Lewis describes their proxy voting service as follows:
• The research is fully independent and objective; we are not in the business of providing
consulting services to public companies and can therefore focus solely on the best
interests of investors;
• The focus of the research is the economic and financial consequences of voting and
therefore on improving medium- to long-term value and mitigating risk at public
companies;
• Our approach to corporate governance is to look at each company individually and
determine what is in the best interests of the shareholders of each particular company;
we do not believe there is one answer that applies to every company;
• The research team is highly professional, with more than 70% of our research analysts
holding graduate degrees in fields relevant to our research;
• Our research analysts are available to clients for questions or assistance on specific
companies or meetings or for general corporate governance topics;
• We have a global presence, with research offices in Asia, Australia, North America and
Europe; and
• Our research on proxies covers more than just corporate governance -- we analyze
accounting, executive compensation, compliance with regulation and law, risks and
risk disclosure, litigation and other matters that reflect on the quality of board oversight
and company transparency.
The information for this presentation relates generally to Glass Lewis’ standard proxy
voting policy. A summary of their Guidelines is available upon request.
Information
This report includes a comprehensive summary of the votes Glass Lewis cast on the
OIC’s behalf for the fiscal year ended June 30, 2009. This report is included in
accordance with OIC policy 4.05.06 (attached) that requires “Treasury staff [to] provide a
. . . proxy voting summary to the OIC.”
Staff Recommendation
None. Information only.

ACTIVITY: Exercise of Voting Rights Accompanying Equity Securities
POLICY: The Council recognizes that the quality of corporate governance can affect
the long-term value of investments. In general, the equity markets are highly
efficient; therefore, the OIC’s corporate governance philosophy anticipates
that the OIC and Office of the State Treasurer (OST) staff possess no
knowledge not shared by the market. The OIC therefore avoids attempts to
micromanage companies in which the Fund has voting power, since boards of
directors are elected to represent shareholders at this level. The OIC strives
instead to ensure that corporations follow practices that advance economic
value and allow the market to place a proper value on Fund assets.
The OIC recognizes that voting rights have economic value and must be
treated as such. The voting rights obtained through the holdings of the
OPERF domestic and international equity portfolios shall be exercised by an
independent third party specializing in proxy research and voting (“vendor”)
in accordance with their independent voting standards which they may
revise, at their sole discretion, from time to time. Such vendor shall always
vote shares as a fiduciary, based solely on the ultimate economic value of
OPERF’s investment.
BACKGROUND:
According to the CFA Institute (formerly, the Association for Investment Management and
Research (AIMR)):
Corporate governance can be generally defined as the system by which corporations are
directed and controlled. Common stock shareholders have the power through voting
rights to influence the management of a corporation. Actively exercising these rights
through corporate governance may be an effective way of enhancing portfolio value. Not
exercising these rights ignores a valuable ownership right that could be managed for the
benefit of the portfolio . . . In many instances, security holders and account owners
delegate their right to vote proxies to professionals who manage their investments.
Investment managers must, therefore, adopt procedures to ensure that proxy issues are
sufficiently noted, analyzed, and considered to meet the managers’ fiduciary duty to their
clients. Investment managers have an incumbent responsibility to be thoroughly familiar
with the issues that arise in proxies . . . proxies have economic value and must be voted
in the interest of the ultimate shareholder or plan beneficiary. Standards of Practices
Handbook, 1999.
PROCEDURES:
1. Vendor shall keep a record of how proxies are voted and why.
Such records may be subject to review by OST staff or other designated representatives of
the OIC.
2. OST staff shall provide a calendar year-end (or more frequently if requested by the OIC)
proxy voting summary to the OIC.
Page 1 of 1 Revised 9/2006 Reviewed 4/2007

3. Vendor shall provide any new or revised proxy voting policies or guidelines to OST staff
upon their implementation.
4. Commingled and passive account managers employed by the OIC shall vote their proxies
independent of the OIC’s vendor, but as a fiduciary in the best interest of plan participants.
5. In accordance with the vendor agreement, and the timelines therein, the OIC reserves the
right to vote proxies directly.
None
Page 2 of 2 Revised 9/2006 Reviewed 4/2007

Proxy Voting Management Report
Voting Statistics, By Issue
Votes in Meetings Held Between July 01, 2008 and June 30, 2009
Issue Description Proposals For Votes % For Against % Abstain % No Votes % No With Mgmt % With With % With
(Total) Votes* Against Votes Abstain Votes Mgmt Policy Policy
Allocation of profits/Financial Statements
Allocation of Profits/Dividends 3579 3065 85.6% 21 0.6% 102 2.8% 391 10.9% 3068 96.2% 3183 100.0%
Bonus Dividend/Bonus Share Issue 68 56 82.4% 0 0.0% 0 0.0% 12 17.6% 56 100.0% 56 100.0%
Financial Statements 3306 2400 72.6% 3 0.1% 147 4.4% 756 22.9% 2430 95.3% 2544 100.0%
Stock Dividend/Dividend Reinvestment 67 65 97.0% 0 0.0% 0 0.0% 2 3.0% 65 100.0% 65 100.0%
Category Summary: Allocation of 7020 5586 79.6% 24 0.3% 249 3.5% 1161 16.5% 5619 95.9% 5848 100.0%
profits/Financial Statements
Auditor
Appointment of Auditor 1673 1289 77.0% 105 6.3% 37 2.2% 242 14.5% 1289 90.1% 1428 100.0%
Appointment of Auditor and Authority to 1023 852 83.3% 31 3.0% 77 7.5% 63 6.2% 852 88.8% 960 100.0%
Set Fees
Authority to Set Auditor's Fees 640 524 81.9% 71 11.1% 7 1.1% 38 5.9% 524 87.0% 602 100.0%
Number of Auditors 5 5 100.0% 0 0.0% 0 0.0% 0 0.0% 5 100.0% 5 100.0%
Ratification of Auditor 1558 1513 97.1% 45 2.9% 0 0.0% 0 0.0% 1513 97.1% 1557 99.9%
Ratification of Auditor's Acts 59 0 0.0% 0 0.0% 1 1.7% 58 98.3% 0 0.0% 1 100.0%

(Total) Votes Against Votes Abstain Votes Mgmt Policy Policy
Category Summary: Auditor 4958 4183 84.4% 252 5.1% 122 2.5% 401 8.1% 4183 91.8% 4553 100.0%
Board
Authority to Fill Director Vacancy w/out 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Shareholder Approval
Authorization of Board to Set Board Size 11 9 81.8% 2 18.2% 0 0.0% 0 0.0% 9 81.8% 11 100.0%
Board Size 159 149 93.7% 0 0.0% 5 3.1% 5 3.1% 149 96.8% 154 100.0%
Change in Board Size 18 18 100.0% 0 0.0% 0 0.0% 0 0.0% 18 100.0% 18 100.0%
Election of Board Committee Members 139 75 54.0% 10 7.2% 12 8.6% 42 30.2% 75 77.3% 97 100.0%
Election of Directors 36864 30520 82.8% 4753 12.9% 546 1.5% 1045 2.8% 30649 85.6% 35811 100.0%
Election of Directors (Slate) 4075 3262 80.0% 620 15.2% 68 1.7% 125 3.1% 3262 82.6% 3944 99.8%
Election of Shareholder Representatives 341 321 94.1% 0 0.0% 8 2.3% 12 3.5% 321 97.6% 329 100.0%
Election of Statutory Auditors 2009 1330 66.2% 563 28.0% 30 1.5% 86 4.3% 1330 69.2% 1923 100.0%
Election of Supervisory Board 1067 785 73.6% 151 14.2% 9 0.8% 122 11.4% 786 83.2% 938 100.0%
Misc. Management Proposal Regarding 343 176 51.3% 19 5.5% 25 7.3% 123 35.9% 194 88.2% 220 100.0%
Board
Number of Statutory Auditors 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Removal of Director(s) 3 1 33.3% 2 66.7% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
Removal/Resignation of Director 40 24 60.0% 5 12.5% 0 0.0% 11 27.5% 29 100.0% 29 100.0%
Category Summary: Board 45071 36672 81.4% 6125 13.6% 703 1.6% 1571 3.5% 36827 84.7% 43479 100.0%
Change in Authorized Capital Stock
Amendment to Authorized Common 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%

Stock
Amendment to Authorized Preferred 8 8 100.0% 0 0.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%

Stock
Authority to Create Preferred Stock 20 19 95.0% 1 5.0% 0 0.0% 0 0.0% 19 95.0% 20 100.0%
Authority to Issue Preferred Stock 83 62 74.7% 1 1.2% 11 13.3% 9 10.8% 62 83.8% 74 100.0%
Authority to Repurchase Shares 2069 1745 84.3% 86 4.2% 23 1.1% 215 10.4% 1745 94.1% 1851 100.0%
Cancellation of Authorized Preferred 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%

Stock
Cancellation of Authorized Stock 586 489 83.4% 0 0.0% 4 0.7% 93 15.9% 489 99.2% 493 100.0%
Creation of New Share Class 16 16 100.0% 0 0.0% 0 0.0% 0 0.0% 16 100.0% 16 100.0%
Decrease in Authorized Common Stock 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
Elimination of Dual Class Stock 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Increase in Authorized Capital 981 661 67.4% 209 21.3% 7 0.7% 104 10.6% 661 75.4% 874 99.7%
Increase in Authorized Common Stock 50 30 60.0% 20 40.0% 0 0.0% 0 0.0% 30 60.0% 50 100.0%
Increase in Authorized Preferred Stock 7 7 100.0% 0 0.0% 0 0.0% 0 0.0% 7 100.0% 7 100.0%
Increase in/Authorization of Preferred 9 0 0.0% 9 100.0% 0 0.0% 0 0.0% 0 0.0% 9 100.0%

Stock
Issuance of Repurchased Shares 258 258 100.0% 0 0.0% 0 0.0% 0 0.0% 258 100.0% 258 100.0%
Limit to Capital Increase 158 113 71.5% 45 28.5% 0 0.0% 0 0.0% 113 71.5% 151 95.6%
Reduction in Authorized Capital 8 8 100.0% 0 0.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%

(INACTIVE)
Reduction in Authorized Capital if Shares 2 0 0.0% 0 0.0% 0 0.0% 2 100.0% 0 0.0% 0 0.0%
Repurchased (INACTIVE)
Category Summary: Change in 4261 3422 80.3% 371 8.7% 45 1.1% 423 9.9% 3422 89.2% 3825 99.7%
Authorized Capital Stock
Change in Governance Structure
Adoption of Advance Notice Requirement 11 6 54.5% 5 45.5% 0 0.0% 0 0.0% 6 54.5% 11 100.0%
Adoption of Majority Vote for Election of 39 39 100.0% 0 0.0% 0 0.0% 0 0.0% 39 100.0% 39 100.0%
Directors
Adoption of Poison Pill 2 0 0.0% 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0%
Adoption of Shareholder Rights' Plan 133 19 14.3% 113 85.0% 1 0.8% 0 0.0% 19 14.3% 133 100.0%
Adoption of Supermajority Requirement 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
Amendment to Classified Board 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Amendment to Poison Pill 3 0 0.0% 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0%
Amendment to Share Class Rights 8 8 100.0% 0 0.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%
Amendment to Shareholder Rights' Plan 14 11 78.6% 3 21.4% 0 0.0% 0 0.0% 11 78.6% 14 100.0%
Delisting 14 14 100.0% 0 0.0% 0 0.0% 0 0.0% 14 100.0% 14 100.0%
Elimination of Cumulative Voting 5 5 100.0% 0 0.0% 0 0.0% 0 0.0% 5 100.0% 5 100.0%
Elimination of Supermajority 32 32 100.0% 0 0.0% 0 0.0% 0 0.0% 32 100.0% 32 100.0%

Requirement
End to Supermajority Voting 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%

Requirement
Misc. Proposal Regarding Antitakeover 66 0 0.0% 41 62.1% 0 0.0% 25 37.9% 0 0.0% 41 100.0%
Devices
Opting into State Takeover Law 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
Reincorporation 35 35 100.0% 0 0.0% 0 0.0% 0 0.0% 35 100.0% 35 100.0%
Repeal of Classified Board 17 17 100.0% 0 0.0% 0 0.0% 0 0.0% 17 100.0% 17 100.0%
Requirement for Partial Takeover Bids 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
Restoration of Right to Call a Special 6 6 100.0% 0 0.0% 0 0.0% 0 0.0% 6 100.0% 6 100.0%
Meeting
Supermajority Voting Requirement 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0%
Waiving of Mandatory Takeover 65 64 98.5% 1 1.5% 0 0.0% 0 0.0% 64 98.5% 65 100.0%

Requirement
Category Summary: Change in 461 266 57.7% 169 36.7% 1 0.2% 25 5.4% 266 61.0% 436 100.0%
Governance Structure
Change to Investment Policy
Amendment to Investment 7 7 100.0% 0 0.0% 0 0.0% 0 0.0% 7 100.0% 7 100.0%

Policy/Restrictions
Category Summary: Change to 7 7 100.0% 0 0.0% 0 0.0% 0 0.0% 7 100.0% 7 100.0%

Investment Policy
Compensation
Adoption of Deferred Compensation Plan 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
Adoption of Director Equity 22 21 95.5% 0 0.0% 0 0.0% 1 4.5% 21 100.0% 21 100.0%

Compensation Plan
Adoption of Employee Stock Purchase 44 44 100.0% 0 0.0% 0 0.0% 0 0.0% 44 100.0% 44 100.0%
Plan
Adoption of Equity Compensation Plan 177 123 69.5% 54 30.5% 0 0.0% 0 0.0% 123 69.5% 177 100.0%
Adoption of Restricted Stock Plan 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Advisory Vote on Executive 87 78 89.7% 8 9.2% 1 1.1% 0 0.0% 78 89.7% 87 100.0%

Compensation
Amendment to Bonus/162(m) Plan 56 56 100.0% 0 0.0% 0 0.0% 0 0.0% 56 100.0% 56 100.0%

Amendment to Deferred Compensation 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%

Plan
Amendment to Director Equity 20 19 95.0% 1 5.0% 0 0.0% 0 0.0% 19 95.0% 20 100.0%

Compensation Plan
Amendment to Employee Stock Purchase 88 86 97.7% 2 2.3% 0 0.0% 0 0.0% 86 97.7% 88 100.0%
Plan
Amendment to Equity Compensation 390 294 75.4% 96 24.6% 0 0.0% 0 0.0% 294 75.4% 390 100.0%
Plan
Amendment to Long-Term Incentive Plan 9 9 100.0% 0 0.0% 0 0.0% 0 0.0% 9 100.0% 9 100.0%
(INACTIVE)
Amendment to Restricted Stock Plan 4 4 100.0% 0 0.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%
Amendment to Stock Option Plan 263 221 84.0% 22 8.4% 2 0.8% 18 6.8% 221 90.2% 245 100.0%
Amendment to Stock Purchase Plan 25 25 100.0% 0 0.0% 0 0.0% 0 0.0% 25 100.0% 25 100.0%
Bonus 289 190 65.7% 93 32.2% 3 1.0% 3 1.0% 190 66.4% 286 100.0%
Bonus/162(m) Plan 125 117 93.6% 8 6.4% 0 0.0% 0 0.0% 117 93.6% 125 100.0%
Bonuses for Retiring Directors (JP) 166 158 95.2% 5 3.0% 3 1.8% 0 0.0% 158 95.2% 166 100.0%
Bonuses for Retiring Directors and 154 47 30.5% 102 66.2% 5 3.2% 0 0.0% 47 30.5% 154 100.0%
Statutory Auditors (JP)
Bonuses for Retiring Statutory Auditors 67 43 64.2% 24 35.8% 0 0.0% 0 0.0% 43 64.2% 67 100.0%
(JP)
Compensation Policy 954 648 67.9% 222 23.3% 5 0.5% 79 8.3% 648 74.1% 875 100.0%
Director Participation in Stock 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%

Option/Purchase Plan
Directors' Fees 1140 940 82.5% 24 2.1% 68 6.0% 108 9.5% 940 91.1% 1031 100.0%
Directors' Fees & Audit Fees 41 23 56.1% 0 0.0% 0 0.0% 18 43.9% 23 100.0% 23 100.0%
Employee Share Trust 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%

Exchange/Reprice Options 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0%
Issuance of Bonds with Warrants to 6 1 16.7% 0 0.0% 0 0.0% 5 83.3% 1 100.0% 1 100.0%
Employees
Long-Term Incentive Plan (INACTIVE) 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
Misc. Proposal Regarding Compensation 70 47 67.1% 0 0.0% 6 8.6% 17 24.3% 46 88.5% 53 100.0%
Miscellaneous Proposal Regarding 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%

Executive Pay
Option Exchange/Repricing 27 6 22.2% 21 77.8% 0 0.0% 0 0.0% 6 22.2% 27 100.0%
Related Party Transactions 1349 1190 88.2% 65 4.8% 30 2.2% 64 4.7% 1193 92.8% 1280 99.7%
Statutory Auditors' Fees 44 37 84.1% 2 4.5% 2 4.5% 3 6.8% 38 92.7% 40 97.6%
Stock Option Grants 546 311 57.0% 195 35.7% 0 0.0% 40 7.3% 311 61.5% 506 100.0%
Stock Option Plan 926 758 81.9% 110 11.9% 21 2.3% 37 4.0% 770 86.6% 889 100.0%
Stock Option Plan for Overseas 42 42 100.0% 0 0.0% 0 0.0% 0 0.0% 42 100.0% 42 100.0%
Employees
Stock Purchase Plan 131 117 89.3% 1 0.8% 1 0.8% 12 9.2% 117 98.3% 119 100.0%
Supervisory Board/ Corp Assembly Fees 99 61 61.6% 8 8.1% 0 0.0% 30 30.3% 61 88.4% 69 100.0%
Category Summary: Compensation 7375 5729 77.7% 1064 14.4% 147 2.0% 435 5.9% 5744 82.8% 6933 99.9%
Financing Transaction
Amendment to Terms of Debt 2 1 50.0% 0 0.0% 1 50.0% 0 0.0% 1 50.0% 2 100.0%

Instruments
Approval of Borrowing 6 4 66.7% 0 0.0% 2 33.3% 0 0.0% 4 66.7% 6 100.0%
Authority to Give Guarantees 13 11 84.6% 0 0.0% 2 15.4% 0 0.0% 11 84.6% 13 100.0%

Issuance of Bonds with Warrants 32 32 100.0% 0 0.0% 0 0.0% 0 0.0% 32 100.0% 32 100.0%
Issuance of Common Stock 7 7 100.0% 0 0.0% 0 0.0% 0 0.0% 7 100.0% 7 100.0%
Issuance of Convertible Debt Instruments 225 168 74.7% 4 1.8% 0 0.0% 53 23.6% 168 97.7% 172 100.0%
Issuance of Debt Instruments 97 82 84.5% 7 7.2% 3 3.1% 5 5.2% 82 89.1% 85 92.4%
Issuance of Preferred Stock 2 1 50.0% 1 50.0% 0 0.0% 0 0.0% 1 50.0% 2 100.0%
Price of Reissued Treasury Stock 5 5 100.0% 0 0.0% 0 0.0% 0 0.0% 5 100.0% 5 100.0%
Reauthorization of Share Issuance Limit 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
Category Summary: Financing 392 314 80.1% 12 3.1% 8 2.0% 58 14.8% 314 94.0% 327 97.9%
Transaction
Indemnification of Officers or Directors
Director & Officer 4 4 100.0% 0 0.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%

Liability/Indemnification
Indemnification of Directors/Officers 57 33 57.9% 0 0.0% 11 19.3% 13 22.8% 33 75.0% 44 100.0%
Ratification of Board Acts - Legal 1282 631 49.2% 215 16.8% 44 3.4% 392 30.6% 631 70.9% 886 100.0%
Ratification of Management Acts - Legal 557 368 66.1% 86 15.4% 20 3.6% 83 14.9% 368 77.6% 472 100.0%
Category Summary: Indemnification of 1900 1036 54.5% 301 15.8% 75 3.9% 488 25.7% 1036 73.4% 1406 100.0%
Officers or Directors
Issuance of Stock by Non-US Company
Authority to Issue Shares w/ Preemptive 1126 849 75.4% 237 21.0% 6 0.5% 34 3.0% 849 77.7% 1092 100.0%
Rights
Authority to Issue Shares w/o Preemptive 1357 1155 85.1% 157 11.6% 9 0.7% 36 2.7% 1155 87.4% 1319 100.0%
Rights
Authority to Issue Stock w/ or w/out 233 155 66.5% 70 30.0% 0 0.0% 8 3.4% 155 68.9% 225 100.0%
Preemptive Rights
Issuance of Stock w/ or w/out Preemptive 33 31 93.9% 1 3.0% 0 0.0% 1 3.0% 31 96.9% 32 100.0%
Rights
Issuance of Stock w/ Preemptive Rights 61 51 83.6% 0 0.0% 0 0.0% 10 16.4% 51 100.0% 51 100.0%
Issuance of Stock w/out Preemptive 90 79 87.8% 8 8.9% 0 0.0% 3 3.3% 79 90.8% 87 100.0%
Rights
Issuance of Warrants w/ Preemptive 2 1 50.0% 1 50.0% 0 0.0% 0 0.0% 1 50.0% 2 100.0%

Rights
Issuance of Warrants w/o Preemptive 51 48 94.1% 2 3.9% 0 0.0% 1 2.0% 48 96.0% 50 100.0%
Rights
Category Summary: Issuance of Stock 2953 2369 80.2% 476 16.1% 15 0.5% 93 3.1% 2369 82.8% 2858 100.0%
by Non-US Company
Mgmt Proposal Regarding Misc.
Amendment to Par Value 18 7 38.9% 0 0.0% 0 0.0% 11 61.1% 7 100.0% 7 100.0%
Approval of Political Donation 266 260 97.7% 0 0.0% 5 1.9% 1 0.4% 260 98.1% 265 100.0%
Approve Minutes (INACTIVE) 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Authorization of Charitable Donations 53 11 20.8% 0 0.0% 3 5.7% 39 73.6% 11 78.6% 14 100.0%
Authorization of Legal Formalities 30 26 86.7% 0 0.0% 0 0.0% 4 13.3% 26 100.0% 26 100.0%
Elect Individuals to Adjust the Vote 1 0 0.0% 0 0.0% 0 0.0% 1 100.0% 0 0.0% 0 0.0%
(INACTIVE)
Misc. Management Proposal 172 92 53.5% 9 5.2% 9 5.2% 62 36.0% 92 83.6% 110 100.0%
Misc. Proposal 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 2 66.7% 3 100.0%
Misc. Proposal Regarding Capital 312 205 65.7% 55 17.6% 3 1.0% 49 15.7% 205 77.9% 263 100.0%
Misc. Proposal Regarding the Board 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Opening (INACTIVE) 6 4 66.7% 0 0.0% 0 0.0% 2 33.3% 4 100.0% 4 100.0%

Reduction in Share Premium Account 27 27 100.0% 0 0.0% 0 0.0% 0 0.0% 27 100.0% 27 100.0%
Reverse Stock Split 22 21 95.5% 0 0.0% 0 0.0% 1 4.5% 21 100.0% 21 100.0%
Right to Adjourn Meeting 92 83 90.2% 7 7.6% 0 0.0% 2 2.2% 83 92.2% 89 98.9%
Routine Meeting Item 1713 1240 72.4% 0 0.0% 84 4.9% 389 22.7% 1288 98.4% 1321 100.0%
Stock Split 11 11 100.0% 0 0.0% 0 0.0% 0 0.0% 11 100.0% 11 100.0%
Transact Other Business 176 1 0.6% 144 81.8% 3 1.7% 28 15.9% 2 1.4% 148 100.0%
Transaction of Other Business 46 0 0.0% 46 100.0% 0 0.0% 0 0.0% 0 0.0% 46 100.0%
Use/Transfer of Reserves 73 56 76.7% 0 0.0% 1 1.4% 16 21.9% 56 98.2% 57 100.0%
Category Summary: Mgmt Proposal 3023 2048 67.7% 262 8.7% 108 3.6% 605 20.0% 2097 87.4% 2414 100.0%
Regarding Misc.
Miscellenous
Declaration of Material Interest 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0%
Miscellaneous - Resident Status 10 5 50.0% 0 0.0% 5 50.0% 0 0.0% 10 100.0% 10 100.0%
OTHER 848 738 87.0% 94 11.1% 4 0.5% 12 1.4% 738 88.3% 828 100.0%
Category Summary: Miscellenous 859 743 86.5% 95 11.1% 9 1.0% 12 1.4% 748 88.4% 838 100.0%
Other Amendment to Charter
Adoption of New Articles 319 221 69.3% 91 28.5% 7 2.2% 0 0.0% 221 69.3% 319 100.0%
Amend Articles, Constitution, Bylaws - 944 632 66.9% 235 24.9% 3 0.3% 74 7.8% 632 72.6% 867 100.0%
Bundled
Amendments to Articles (Technical) 1294 1144 88.4% 20 1.5% 4 0.3% 126 9.7% 1143 97.9% 1167 100.0%
Amendments to Articles (Undisclosed) 1 0 0.0% 0 0.0% 1 100.0% 0 0.0% 0 0.0% 1 100.0%
Amendments to Articles - Change in 15 15 100.0% 0 0.0% 0 0.0% 0 0.0% 15 100.0% 15 100.0%

Company Name (INACTIVE)
Amendments to Articles - Change in 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%

Company Purpose (INACTIVE)
Amendments to Articles - Dividend 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%

Distribution Rules (INACTIVE)
Amendments to Articles - Relocation of 3 3 100.0% 0 0.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%

Corporate Headquarters (INACTIVE)
Amendments to Articles, Constitution, 2093 1116 53.3% 404 19.3% 53 2.5% 520 24.8% 1116 70.9% 1571 100.0%
Bylaws
Amendments to Charter/Bylaw - Bundled 17 15 88.2% 2 11.8% 0 0.0% 0 0.0% 15 88.2% 17 100.0%
Company Name Change 8 8 100.0% 0 0.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%
Misc. Article Amendments 38 25 65.8% 13 34.2% 0 0.0% 0 0.0% 27 71.1% 38 100.0%
Misc. Bylaw Amendments 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
Misc. Charter Amendments 16 16 100.0% 0 0.0% 0 0.0% 0 0.0% 16 100.0% 16 100.0%
Technical Amendments to Charter/Bylaw 17 15 88.2% 2 11.8% 0 0.0% 0 0.0% 15 88.2% 17 100.0%
Category Summary: Other Amendment 4772 3217 67.4% 767 16.1% 68 1.4% 720 15.1% 3218 79.4% 4046 100.0%
to Charter
SHP: Auditor
SHP Regarding Limitations on Auditor 6 0 0.0% 6 100.0% 0 0.0% 0 0.0% 6 100.0% 6 100.0%
Services
Category Summary: SHP: Auditor 6 0 0.0% 6 100.0% 0 0.0% 0 0.0% 6 100.0% 6 100.0%
SHP: Board
SHP Minimum Stock Ownership by 2 0 0.0% 2 100.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
Directors or Executives
SHP Regarding Amendments to Board 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0%
Procedures
SHP Regarding Board Composition 99 0 0.0% 99 100.0% 0 0.0% 0 0.0% 99 100.0% 99 100.0%
SHP Regarding Board Independence 38 6 15.8% 32 84.2% 0 0.0% 0 0.0% 32 84.2% 38 100.0%
SHP Regarding Election of Dissident 60 16 26.7% 43 71.7% 0 0.0% 1 1.7% 43 72.9% 59 100.0%
Board Member(s)
SHP Regarding Election of Dissident 5 0 0.0% 0 0.0% 5 100.0% 0 0.0% 0 0.0% 4 80.0%
Supervisory Board Member(s)
SHP Regarding Independent Board 72 72 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 72 100.0%
Chairman/Seperation of Chair and CEO
SHP Regarding Limit on Board 49 0 0.0% 49 100.0% 0 0.0% 0 0.0% 49 100.0% 49 100.0%
Memberships
SHP Regarding Misc. Board Issue 15 4 26.7% 11 73.3% 0 0.0% 0 0.0% 11 73.3% 15 100.0%
SHP Regarding Nominating a Lead 6 6 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 6 100.0%
Director
SHP Regarding Nominating Committee 4 4 100.0% 0 0.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%
SHP Regarding Removal of Director(s) 71 1 1.4% 62 87.3% 8 11.3% 0 0.0% 63 88.7% 71 100.0%
Category Summary: SHP: Board 422 109 25.8% 299 70.9% 13 3.1% 1 0.2% 303 72.1% 420 99.8%
SHP: Compensation
SHP Advisory Vote on Compensation 93 77 82.8% 0 0.0% 0 0.0% 16 17.2% 2 2.6% 77 100.0%
Report (Say on Pay)
SHP Pay for [superior] Performance 8 0 0.0% 8 100.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%
SHP Regarding Advisory Vote on 249 243 97.6% 6 2.4% 0 0.0% 0 0.0% 6 2.4% 249 100.0%
Compensation (Say on Pay)
SHP Regarding Allowing Shareholders to 35 13 37.1% 22 62.9% 0 0.0% 0 0.0% 22 62.9% 35 100.0%
Vote on [Some Aspect] of Compensation
SHP Regarding Compensation 7 7 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 7 100.0%

Consultants
SHP Regarding Disclosure of Executive 4 0 0.0% 4 100.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%
Compensation
SHP Regarding Golden Parachutes 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0%
SHP Regarding Misc. Compensation 8 0 0.0% 8 100.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%
SHP Regarding Opposition to/Change in 23 6 26.1% 17 73.9% 0 0.0% 0 0.0% 17 73.9% 23 100.0%
Executive Compensation
SHP Regarding Performance-Based 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0%

Equity Compensation
SHP Regarding Report on Ratio Between 10 0 0.0% 10 100.0% 0 0.0% 0 0.0% 10 100.0% 10 100.0%
CEO and Employee Pay
SHP Regarding Restricting Executive 91 35 38.5% 56 61.5% 0 0.0% 0 0.0% 56 61.5% 91 100.0%
Compensation
SHP Regarding Stock Option Policy 11 0 0.0% 11 100.0% 0 0.0% 0 0.0% 11 100.0% 11 100.0%
Category Summary: SHP: Compensation 543 385 70.9% 142 26.2% 0 0.0% 16 2.9% 144 27.3% 527 100.0%
SHP: Environment
SHP Regarding Adoption of 7 0 0.0% 7 100.0% 0 0.0% 0 0.0% 7 100.0% 7 100.0%

Comprehensive Recycling Strategies
SHP Regarding Bioengineering / 9 0 0.0% 9 100.0% 0 0.0% 0 0.0% 9 100.0% 9 100.0%

Nanotechnology Safety
SHP Regarding Eliminating Mercury 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Pollution from the Hospital Waste Stream
SHP Regarding Formation of 5 0 0.0% 5 100.0% 0 0.0% 0 0.0% 5 100.0% 5 100.0%

Environmental Committee of the Board
SHP Regarding Formation of 8 0 0.0% 8 100.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%

Environmental/Social Committee of the
Board
SHP Regarding Misc. 20 0 0.0% 20 100.0% 0 0.0% 0 0.0% 20 100.0% 20 100.0%
Energy/Environmental Issues
SHP Regarding Misc. Environmental 49 8 16.3% 35 71.4% 0 0.0% 6 12.2% 35 81.4% 43 100.0%
Issue
SHP Regarding Oil&Gas Transparency 9 0 0.0% 9 100.0% 0 0.0% 0 0.0% 9 100.0% 9 100.0%
Initiative
SHP Regarding Phase out of Nuclear 24 0 0.0% 24 100.0% 0 0.0% 0 0.0% 24 100.0% 24 100.0%
Power
SHP Regarding Report on Environmental 3 0 0.0% 3 100.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
Performance
SHP Regarding Report/Action on Climate 20 0 0.0% 20 100.0% 0 0.0% 0 0.0% 20 100.0% 20 100.0%
Change
SHP Regarding Reporting and Reducing 30 9 30.0% 21 70.0% 0 0.0% 0 0.0% 21 70.0% 30 100.0%
Greenhouse Gas Emissions
SHP Regarding Review Energy Efficiency 2 0 0.0% 2 100.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
& Renewables
SHP Regarding Safe Management of 4 0 0.0% 4 100.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%
Wastes Contaminated by PCBs
SHP Regarding Space Weapons 17 0 0.0% 17 100.0% 0 0.0% 0 0.0% 17 100.0% 17 100.0%
SHP Regarding Sustainability Report 10 0 0.0% 10 100.0% 0 0.0% 0 0.0% 10 100.0% 10 100.0%
Category Summary: SHP: Environment 218 17 7.8% 195 89.4% 0 0.0% 6 2.8% 195 92.0% 212 100.0%
SHP: Labor/Human Rights
SHP Regarding Adopting Sexual 21 9 42.9% 12 57.1% 0 0.0% 0 0.0% 12 57.1% 21 100.0%
Orientation Anti-Bias Policy
SHP Regarding Independent Verification 3 0 0.0% 3 100.0% 0 0.0% 0 0.0% 3 100.0% 3 100.0%
of Contractors' Compliance with Labor
and Human Rights Standa
SHP Regarding MacBride Principles 4 0 0.0% 4 100.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%
SHP Regarding Military Contracts/Sales 9 0 0.0% 9 100.0% 0 0.0% 0 0.0% 9 100.0% 9 100.0%
SHP Regarding Misc. Human/Political 15 0 0.0% 15 100.0% 0 0.0% 0 0.0% 15 100.0% 15 100.0%
Rights Policies
SHP Regarding Misc. Worker 50 0 0.0% 50 100.0% 0 0.0% 0 0.0% 50 100.0% 50 100.0%
Health/Safety
SHP Regarding Monitoring/Adopting ILO 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Conventions
SHP Regarding Report on EEO 2 0 0.0% 2 100.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
SHP Regarding Reporting on Company's 22 4 18.2% 18 81.8% 0 0.0% 0 0.0% 18 81.8% 22 100.0%
Compliance with International Human
Rights Standards
SHP Regarding Review of Global Labor 4 0 0.0% 4 100.0% 0 0.0% 0 0.0% 4 100.0% 4 100.0%
Practices
SHP Regarding Reviewing Operations in 7 0 0.0% 7 100.0% 0 0.0% 0 0.0% 7 100.0% 7 100.0%
Burma/The Sudan
SHP Regarding Reviewing Operations' 13 0 0.0% 13 100.0% 0 0.0% 0 0.0% 13 100.0% 13 100.0%
Impact on Local Groups
Category Summary: SHP: Labor/Human 151 13 8.6% 138 91.4% 0 0.0% 0 0.0% 138 91.4% 151 100.0%
Rights
SHP: Misc. Issues
SHP Regarding Misc. Issue 238 12 5.0% 224 94.1% 2 0.8% 0 0.0% 95 39.9% 142 59.7%
SHP: Misc. Issues 8 0 0.0% 8 100.0% 0 0.0% 0 0.0% 8 100.0% 8 100.0%
Category Summary: SHP: Misc. Issues 246 12 4.9% 232 94.3% 2 0.8% 0 0.0% 103 41.9% 150 61.0%
SHP: Restructuring
SHP Regarding Misc. Capital Issue 14 5 35.7% 9 64.3% 0 0.0% 0 0.0% 2 14.3% 14 100.0%
Category Summary: SHP: Restructuring 14 5 35.7% 9 64.3% 0 0.0% 0 0.0% 2 14.3% 14 100.0%
SHP: Shareholder Rights
SHP Regarding Cumulative Voting 111 111 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 111 100.0%
SHP Regarding Eliminating 19 19 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 19 100.0%

Supermajority Provisions
SHP Regarding Improving in Disclosure 10 8 80.0% 2 20.0% 0 0.0% 0 0.0% 2 20.0% 10 100.0%
SHP Regarding Increase in 28 0 0.0% 28 100.0% 0 0.0% 0 0.0% 28 100.0% 28 100.0%

Dividend/Redistribution of Profits
SHP Regarding Majority Vote for Election 30 30 100.0% 0 0.0% 0 0.0% 0 0.0% 2 6.7% 30 100.0%
of Directors
SHP Regarding Misc. Board/Shareholder 4 2 50.0% 2 50.0% 0 0.0% 0 0.0% 2 50.0% 4 100.0%
Rights Issue
SHP Regarding Misc. Meeting/Voting 17 9 52.9% 7 41.2% 1 5.9% 0 0.0% 7 41.2% 16 100.0%
Issue
SHP Regarding Redemption of / 7 7 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 7 100.0%

Shareholder Vote on Poison Pills
SHP Regarding Reincorporation 31 0 0.0% 31 100.0% 0 0.0% 0 0.0% 31 100.0% 31 100.0%
SHP Regarding Right to Call a Special 152 108 71.1% 44 28.9% 0 0.0% 0 0.0% 44 28.9% 152 100.0%
Meeting
SHP Regarding Sale of the Company or 5 0 0.0% 5 100.0% 0 0.0% 0 0.0% 5 100.0% 5 100.0%
Assets
SHP Regarding the Declassification of 32 32 100.0% 0 0.0% 0 0.0% 0 0.0% 4 12.5% 32 100.0%
the Board
SHP Reimbursement of Solicitation 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0%

Expenses
Category Summary: SHP: Shareholder 448 328 73.2% 119 26.6% 1 0.2% 0 0.0% 125 27.9% 447 100.0%
Rights
SHP: Social Issues
SHP Regarding Animal Welfare 34 0 0.0% 34 100.0% 0 0.0% 0 0.0% 34 100.0% 34 100.0%
SHP Regarding Disclosure of Prior 14 0 0.0% 14 100.0% 0 0.0% 0 0.0% 14 100.0% 14 100.0%
Government Service
SHP Regarding Fair Lending Policy 14 0 0.0% 14 100.0% 0 0.0% 0 0.0% 14 100.0% 14 100.0%
SHP Regarding Misc. Social Issue 80 9 11.3% 71 88.8% 0 0.0% 0 0.0% 71 88.8% 80 100.0%
SHP Regarding Reviewing Charitable 11 0 0.0% 11 100.0% 0 0.0% 0 0.0% 11 100.0% 11 100.0%
Spending
SHP Regarding Reviewing Political 104 74 71.2% 30 28.8% 0 0.0% 0 0.0% 37 35.6% 104 100.0%
Spending or Lobbying
SHP Regarding Tobacco/Alcohol 15 0 0.0% 15 100.0% 0 0.0% 0 0.0% 15 100.0% 15 100.0%
Category Summary: SHP: Social Issues 272 83 30.5% 189 69.5% 0 0.0% 0 0.0% 196 72.1% 272 100.0%
Stock Buyback
Amendments to Articles - Repurchase 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%

Shares (INACTIVE)
Authority to Trade in Company Stock 202 90 44.6% 37 18.3% 0 0.0% 75 37.1% 90 70.9% 127 100.0%
Share Repurchase 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Category Summary: Stock Buyback 205 93 45.4% 37 18.0% 0 0.0% 75 36.6% 93 71.5% 130 100.0%
Strategic Transaction or Restructuring
Divestiture/Spin-off 59 40 67.8% 0 0.0% 3 5.1% 16 27.1% 40 93.0% 43 100.0%
Intra-company Contracts/Control 271 248 91.5% 14 5.2% 6 2.2% 3 1.1% 248 92.5% 268 100.0%
Agreements
Joint Venture/Strategic Alliance 4 3 75.0% 0 0.0% 1 25.0% 0 0.0% 3 75.0% 4 100.0%
Liquidation 1 0 0.0% 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0%
Merger/Acquisition 365 297 81.4% 7 1.9% 18 4.9% 43 11.8% 297 92.2% 319 99.1%
Misc. Proposal Regarding Restructuring 94 75 79.8% 4 4.3% 3 3.2% 12 12.8% 75 91.5% 82 100.0%
Property Purchase 2 2 100.0% 0 0.0% 0 0.0% 0 0.0% 2 100.0% 2 100.0%
Property Sale 11 9 81.8% 0 0.0% 0 0.0% 2 18.2% 9 100.0% 9 100.0%
Restructuring/Capitalization 51 33 64.7% 3 5.9% 0 0.0% 15 29.4% 33 91.7% 36 100.0%
Restructuring/Reorganization 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Sale of Assets 1 1 100.0% 0 0.0% 0 0.0% 0 0.0% 1 100.0% 1 100.0%
Category Summary: Strategic 860 709 82.4% 29 3.4% 31 3.6% 91 10.6% 709 92.2% 766 99.6%
Transaction or Restructuring
*For election of directors proposals, this column includes votes withheld as well as votes against.
TAB 7 – ASSET ALLOCATIONS AND
NAV UPDATES
Asset Allocations at June 30, 2009
Regular Account Variable Fund Total Fund
OPERF Policy Target $ Thousands Pre-Overlay Overlay Net Position Actual $ Thousands $ Thousands
Public Equity 41-51% 46% 16,986,830 38.2% 1,517,360 18,504,190 41.6% 803,597 19,307,787
Private Equity 12-20% 16% 8,175,609 18.4% 8,175,609 18.4% 8,175,609
Total Equity 57-67% 62% 25,162,439 56.5% 1,517,360 26,679,799 59.9% 27,483,396
Opportunity Portfolio 943,707 2.1% 943,707 2.1% 943,707
Fixed Income 22-32% 27% 11,821,033 26.6% 234,370 12,055,403 27.1% 12,055,403
Real Estate 8-14% 11% 4,821,474 10.8% - 4,821,474 10.8% 4,821,474
Cash* 0-3% 0% 1,759,108 4.0% (1,751,730) 7,378 0.0% 11,468 18,846
TOTAL OPERF 100% $ 44,507,761 100.0% $ - $ 44,507,761 100.0% $ 815,065 $ 45,322,826

*Includes cash held in the policy implementation overlay program.
SAIF Policy Target $ Thousands Actual
Domestic Equity & Private Equity 7-13% 10.0% $362,086 10.0%

BGI Alpha Tilts 3-7% 5.0% 169,889 4.7%
Total Equity 10-20% 15.0% 531,975 14.7%
Fixed Income 80-90% 85.0% 3,061,569 84.8%
Cash 0-5% 0% 16,707 0.5%
TOTAL SAIF 100% $3,610,251 100.0%
CSF Policy Target $ Thousands Actual
Domestic Equities 25-35% 30% $264,030 32.5%

International Equities 25-35% 30% 298,729 36.8%
Private Equity 0-12% 10% 16,514 2.0%
Total Equity 65-75% 70% 579,273 71.3%
Fixed Income 25-35% 30% 231,289 28.5%
Cash 0-3% 0% 1,436 0.2%
TOTAL CSF $811,998 100.0%
HIED Policy Target $ Thousands Actual
Domestic Equities 25-35% 30% $14,240 26.0%

International Equities 25-35% 30% 17,305 31.6%
Private Equity 0-10% 10% 5,589 10.2%
Total Equity 65-75% 70% 37,134 67.7%
Fixed Income 25-35% 30% 13,959 25.5%
Cash 0-3% 0% 3,755 6.8%
TOTAL HIED $54,848 100.0%

OPERF Asset Allocation
50% 46%
45% 42%
40%
35%
30% 27% 27%
Target
25% 18%
20% 16% Actual
11%
15% 11%
10%
5% 0% 0%
0%
Public Equity Private Equity Fixed Income Real Estate Cash*
SAIF Asset Allocation
85% 85%
90%
80%
70%
60%
50% Target
40% Actual
30%
15% 15%
20% 5% 5%
10% 10%
10% 0% 0%
0%
Domestic Equity BGI Alpha Tilts Total Equity Fixed Income Cash
& Private Equity
CSF Asset Allocation
40% 37%
35% 33%
30% 30% 30%
28%
30%
25% Target
20%
Actual
15% 10%
10%
5% 2% 0% 0%
0%
Domestic International Private Equity Fixed Income Cash
Equities Equities
HIED Asset Allocation
35% 32%
30% 30% 30%
30% 26%
25%
25%
20% Target
15% Actual
10% 10%
10% 7%
5% 0%
0%
Domestic Equities International Private Equity Fixed Income Cash
Equities
TAB 7 - Asset Allocation, 2009.06.30.xls

OPERF NAV
Three years ending June 2009
($ in Millions)
70,000
66,836
65,587
64,96864,870
64,583
65,000 64,285
63,628 63,53563,316 63,403
63,093
62,073 62,161
61,692
61,07460,942 61,221
60,705 60,717
59,959
60,000 59,493
59,019
58,652
57,686
56,933
56,052
55,000 54,378
50,000
47,915
46,05245,796 46,119
45,323
44,113
45,000 43,954
42,070
41,521
40,000
35,000
Jul-06
Jan-07
Jun-07
Jul-07
Jan-08
Jun-08
Jul-08
Jan-09
Jun-09
Feb-08
Aug-06
Sep-06
Oct-06
Nov-06
Dec-06
Feb-07
Apr-07
May-07
Aug-07
Sep-07
Oct-07
Nov-07
Dec-07
Apr-08
May-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Feb-09
Apr-09
May-09
Mar-07
Mar-08
Mar-09
SAIF NAV
($ in Millions)
3,900
3,731 3,737
3,693 3,689
3,700 3,659 3,674
3,651 3,638 3,656
3,607 3,603 3,611 3,598 3,622
3,582 3,610
3,574
3,558 3,551 3,545
3,539
3,514 3,515
3,483 3,476
3,500 3,464
3,446
3,418
3,386 3,401
3,279 3,339 3,345

3,294
3,300 3,256
ons
3,180
Millio
3,100
2,900
2,700
2,500
Jul-06
Aug-06
Sep-06
Oct-06
Nov-06
Dec-06
Jan-07
Feb-07
Mar-07
Apr-07
Jun-07
Jul-07
Aug-07
Sep-07
Oct-07
Nov-07
Dec-07
Jan-08
Feb-08
Mar-08
Apr-08
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
Apr-09
Jun-09
May-07
May-08
May-09
CSF NAV
($ in Millions)
1,300
1,226
1,209
1,196
1,200 1,185 1,187
1,169
1,148 1,153 1,152 1,153
1,138
1,129
1,119 1,123 1,118
1,109
1,100
1,089
1,100 1,083 1,081
1,063
1,045
1,028
1,000 1,006
999
1,000
Millions
899
900
835
812
800 781 780

765 765
725 720
700 678
600
Jul-06
Aug-06
Sep-06
Oct-06
Nov-06
Dec-06
Jan-07
Feb-07
Mar-07
Apr-07
Jun-07
Jul-07
Aug-07
Sep-07
Oct-07
Nov-07
Dec-07
Jan-08
Feb-08
Mar-08
Apr-08
Jun-08
Jul-08
Aug-08
Sep-08
Oct-08
Nov-08
Dec-08
Jan-09
Feb-09
Mar-09
Apr-09
Jun-09
May-07
May-08
May-09
TAB 8 – CALENDAR – FUTURE AGENDA ITEMS
2009 OIC Forward Agenda Topics
September 30: Lone Star VII—Real Estate

CEM Annual Review
CSF Annual Review
October 28: Opportunity Portfolio Annual Review

Fixed Income Structure
December 2: OPERF Private Equity Annual Plan

HIED Annual Review
SAIF Asset/Liability Recommendations
OPERF 3rd Quarter Performance Review
Jan/Feb 2010: Asset Liability Study

Oregon Investment Council 7 29

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Oregon Investment Council 7 29

Uploaded by

Copyright:

Available Formats

Oregon

2009 Meeting Schedule

Meetings Begin at 9:00 am

January 28, 2009

February 25, 2009

April 17, 2009 Workshop

April 29, 2009

May 6, 2009 Telephonic Meeting

May 27, 2009

June 15, 2009 Telephonic Meeting

July 20, 2009 Workshop

July 29, 2009

September 30, 2009

October 28, 2009

July 29, 2009

Time A. Action Items Presenter Tab

9:00-9:05 1. Review & Approval of Minutes Ron Schmitz 1

9:05-9:45 2. Real Estate Annual Plan Brad Child 2

9:45-10:00 3. Oregon Savings Growth Plan Consultant Mike Viteri 3

10:00-10:30 4. Internal Equity Management Policies and Procedures Mike Viteri 4

10:45-11:00 5. Annual Audits Update Andrea Belz, CPA 5

11:00-11:30 6. Annual Proxy Voting Update Jennifer Peet 6

8. Calendar—Future Agenda Items Ron Schmitz 8

9. Other Items Council

C. Public Comment Invited

Legal Counsel Present: D. Kevin Carlson, Oregon Department of Justice

IA. 9:04 a.m.: Review and Approval of Minutes

1B. Ratification of October 15, 2008 OIC Emergency Meeting Vote

II. 9:05 a.m.: Perspectives on the Current Market

III. 9:54 a.m.: AQR Capital Management-OPERF Opportunity Portfolio

IV. 11:00 a.m.: Fischer Lynch Co-Investment Discussion/Negotiation of Investment Terms –

VI. 12:24 p.m.: State Accident Insurance Fund Annual Update

VII. 12:55 p.m.: External Public Equities Manager Recommendation

VIII. 1:15 p.m.: Eudaimonia Asset Management

IX. 1:30 p.m.: Shamrock Holdings-OPERF Opportunity Portfolio

X. 1:32 p.m.: OPERF First Quarter Review

XI. 1:45 p.m.: Asset Allocation and NAV Updates

XII. 1:47 p.m.: Calendar – Future Agenda Items

XIII. 1:50 p.m.: Other Business

1:51 p.m.: Public Comments

The meeting adjourned at 1:51 p.m.

OREGON INVESTMENT COUNCIL

Legal Counsel Present: D. Kevin Carlson, Oregon Department of Justice

KKR Staff Present: Scott Nuttall

SEIU Reps Present: Linda Burgin and Dave Bolton

The meeting adjourned at 2:00 pm

OREGON INVESTMENT COUNCIL

Consultants Present: Eliza Bailey, Partners Group

Legal Counsel Present: D. Kevin Carlson, Oregon Department of Justice

Guests Present: Ted Sickinger, the Oregonian

I. 3:05 pm Negotiation of Investment Agreements/Principles Discussion-Executive

The meeting returned to public session at 4:39 pm

II. 4:48 pm Energy Investing:

• Energy presents a wide range of investment opportunities.

The meeting adjourned at 5:48 pm

Mar 23, 2009:

 No Debt – No Deals – No Market Value

 Real Estate Recovery will lag

July 29, 2009 Oregon Public Employees Retirement Fund 3

New issuance of CMBS.

Loan to Value: 90% + available 60%-70% <60%

Debt Coverage: Based on pro-forma Based on in-place, Based on T-12, with

 Has become: Financing, Timing & Location

 Financing: Supports Equity Values

No Debt – No Deals – No Market Value

Real Estate Recovery will lag

Has become: Financing, Timing & Location

Financing: Supports Equity Values

Timing: Can you survive until demand returns?

Location: This is a Global Event

No Properties Declined for Conflict with Core

Existing Non-mandate Investments 12/31/08

Western National $10,000,000

Total Commitments $22,500,000

Adjusting to the New Order

Value Add & Opportunity Funds

REITs – Prepare for Recovery

Value Add and Opportunity Funds