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SERS Board Resolutions - 2021

MOTION: 2021-77 ADJOURNMENT
Meeting Date: December 8, 2021

MOTION: 2021-76 5- DAY VERIFICATION LEAVE
Meeting Date: December 8, 2021
By motion that was moved and seconded, but with five board members voting YES and six board members voting NO, the motion failed:
That the State Employees’ Retirement Board
(1) Excludes from the “Five-Day Verification Leave,” as identified in any future Executive Board resolution, the following SERS employees: Employees subject to the Compensation Policy for Investment Professional Staff – State Employees’ Retirement System, effective January 1, 2017, amended Effective January 1, 2019; Counsel in the Office of Chief Counsel; and Excludes from the “Five-Day Verification Leave,” as identified in any future Executive Board resolution, the payout of any remaining balance of the five-day paid leave if not used by March 31, 2022, for all A-3 management employees, excluding employees subject to the Compensation Policy for Investment Professional Staff – State Employees’ Retirement System and counsel in the Office of Chief Counsel; and Direct the Secretary and SERS administrative staff to take such actions as necessary to effectuate this motion.

MOTION: 2021-75 EXECUTIVE DIRECTOR APPOINTMENT
Meeting Date: December 8, 2021

RESOLVED: That the State Employees’ Retirement Board appoint Joseph A. Torta as Secretary and Executive Director subject to: (1) Board Chair approval of a completed Pennsylvania Office of State Inspector General background investigation, (2) successful salary and start date negotiations, (3) salary approval by the Governor’s Executive Board, and (4) any other necessary clearances and approvals.

MOTION: 2021-74 COMPENSATION POLICY FOR INVESTMENT PROFESSIONAL STAFF
Meeting Date: December 8, 2021

RESOLVED: That the board accepts the recommendation of the Board Governance and Personnel Committee to approve the annual aggregate pay increase budget for 2022 to be set at 4.5% of the aggregate salary of all staff compensated on the investment professional pay schedule for positions below that of the Chief Financial Officer and the Chief Investment Officer, with the actual pay increases for all staff compensated on the investment professional pay schedule including the Chief Financial Officer and the Chief Investment Officer to be determined in accordance with the Compensation Policy for Investment Professional Staff – State Employees’ Retirement System.

MOTION: 2021-73 SERS BOARD TRAVEL POLICY
Meeting Date: December 8, 2021

RESOLVED: That the board accepts the recommendations of the Board Governance and Personnel Committee to approve the amendments to the SERS Board Travel Policy (2018 POL-BD-10), as set forth in the attachment.

MOTION: 2021-72 TEMPORARY PAY ADJUSTMENT FOR JEFFREY MEYER
Meeting Date: December 8, 2021

RESOLVED: That the board accepts the recommendations of the Board Governance and Personnel Committee to approve and grant Managing Director of Investment Operations Jeffrey Meyer a temporary 6% hourly pay increase to $139.93 retroactive to July 19, 2021, when he temporarily assumed oversight of the private market and real estate portfolios, through October 8, 2021, when he relinquished those duties.

MOTION: 2021-71 BOARD CHAIRPERSON AND ASSISTANT CHAIR POSITION DESCRIPTION
Meeting Date: December 8, 2021

RESOLVED: That the board accepts the recommendation of the Board Governance and Personnel Committee to approve the amendment to the Pennsylvania State Employees’ Retirement System Board Chairperson and Assistant Chair Position Description, as set forth in the attachment.

MOTION: 2021-70 COMMITTEE WORK PLAN PROCEDURES
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to approve the Committee Work Plan Procedures (2021 POL-BD-01), as set forth in the attachment.

MOTION: 2021-69 EXTENSION OF NEPC CONTRACT
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to authorize an extension of the contract between SERS and NEPC, LLC for real estate consulting services for 18 months (until December 1, 2023), with an amended fee schedule, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, prior to its expiration.

MOTION: 2021-68 EMERGING INVESTMENT MANAGER PROGRAM UPDATE TO DEFINED BENEFIT PLAN
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to approve the updates to the Emerging Investment Manager Program section of the Defined Benefit Plan’s Investment Policy Statement, which updates are provided in the attached meeting materials entitled “5h DB Plan IPS EIM Update 2021.12.7.pdf”.

MOTION: 2021-67 REAL ESTATE-LEM MULTIFAMILY FUND VI, L.P.
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to commit up to $75 million to LEM Multifamily Fund VI, L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Real Estate asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-66 PRIVATE CREDIT-ARES PA OPPORTUNITY FUND, L.P.
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to commit up to $100 million to Ares PA Opportunities Fund L.P., to be invested in Ares Special Opportunities Fund II L.P., and related co-investments, plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as investments within the Private Credit asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-65 PRIVATE EQUITY OPPORTUNITY-TSG9 L.P.
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to commit up to $100 million to TSG9 L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Equity asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-64 PRIVATE EQUITY OPPORTUNITY-PSG EUROPE II, L.P.
Meeting Date: December 8, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to commit up to €70 million euros (not to exceed $75 million USD) to PSG Europe II L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Equity asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION 2021-63 APPROVAL OF CONSENT CALENDAR
Meeting Date: December 8, 2021

RESOLVED That the board approves the Consent Calendar items, as listed, for the December 8, 2021, board meeting.

MOTION: 2021-62 ADOPTION OF THE AGENDA
Meeting Date: December 8, 2021

RESOLVED That the board adopts the agenda for the December 8, 2021, board meeting.
A. Approving Board Meeting Minutes – September 29, 2021
B. Approving Statement of Changes in Fiduciary Net Position for the Periods Ending – July 31 and August 31, 2021
C. Approving Deferred Compensation Plan (DCP) Statement of Changes Report Ending – July 31 and August 31, 2021
D. Approving Defined Contribution Plan Statement of Changes Report Ending – July 31 and August 31, 2021

MOTION : 2021-61 ADJOURNMENT
Meeting Date: September 29, 2021

MOTION: 2021-60 COMMITTEE CHARTERS AMENDMENT
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendations of the Audit, Risk and Compliance Committee, the Board Governance and Personnel Committee, the Finance and Member and Participant Services Committee, the Investment Committee, and the Securities Litigation Committee, to approve the amendments to their respective charters, as set forth in the attachments (ATTACHMENTS D, E, F, G and H).

MOTION: 2021-59 SERS BYLAWS AMENDMENT
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Board Governance and Personnel Committee to amend the Commonwealth of Pennsylvania State Employees’ Retirement System Bylaws, as set forth in the attachment (ATTACHMENT C).

MOTION: 2021-58 FIDUCIARY REVIEW POLICY
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Board Governance and Personnel Committee to amend the Fiduciary Review Policy, as set forth in the attachment (ATTACHMENT B).

MOTION: 2021-57 BOARD SELF-ASSESSMENT 6.4 AND 6.5
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Board Governance and Personnel Committee to amend the Pennsylvania State Employees’ Retirement System Committee Chair & Assistant Chair Position Description, as set forth in the attachment (ATTACHMENT A).

MOTION: 2021-56 BOARD SELF-ASSESSMENT 6.3 AND 6.6
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Board Governance and Personnel Committee that for procurements under the request for proposals (RFP) process of the Commonwealth Procurement Code, 62 Pa.C.S. Sections 101 et seq., the State Employees’ Retirement System issuing office is directed to obtain approval from the Board Chairperson in the selection of voting members of the evaluation committees, provided that when the board has determined a need to procure independent outside counsel, the evaluation committees shall be comprised exclusively of board members.

MOTION: 2021-55 PRIVATE CREDIT SIXTH STREET OPPORTUNITIES PARTNERS V, L.P.
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Investment Committee to commit up to $50 million to Sixth Street Opportunities Partners V, L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Credit asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months

MOTION: 2021-54 PRIVATE EQUITY & PRIVATE CREDIT CLEARLAKE CAPITAL PARTNERS III, L.P.
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Investment Committee to commit up to $75 million to Clearlake Opportunities Partners III, L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Credit asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-53 PRIVATE EQUITY & PRIVATE CREDIT CLEARLAKE CAPITAL PARTNERS VII, L.P.
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Investment Committee to commit up to $100 million to Clearlake Capital Partners VII, L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Equity asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-52 BAAM KEYSTONE PORTFOLIO
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Investment Committee to authorize SERS staff to move the BAAM Keystone portfolio from the Private Credit asset class to the Opportunistic Fixed Income sub-asset class, in furtherance of the current rebalancing initiative.

MOTION: 2021-51 FISCAL YEAR 2022-2023 BUDGET
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Finance and Member and Participant Services Committee to approve, for Fiscal Year 2022-2023, the following proposed budgets: (1) SERS
Administrative Budget; (2) SERS Investment Budget; (3) State Employees’ Defined Contribution Plan Budget; and (4) Commonwealth’s State Employees Deferred Compensation Plan Budget, each substantially in the same form as presented in the Chief Financial Officer’s September 28, 2021 Report, and each as amended and/or ultimately approved by the Office of the Budget.

MOTION: 2021-50 STRESS TESTING AND RISK ASSESSMENT REPORT
Meeting Date: September 29, 2021

RESOLVED: That the board accepts the recommendation of the Finance and Member and Participant Services Committee to approve the 2021 Stress Testing and Risk Assessment Report prepared by SERS’ actuary, Korn Ferry.

MOTION: 2021-49 APPROVAL OF CONSENT CALENDAR
Meeting Date: September 29, 2021

RESOLVED: That the board approves the Consent Calendar items, as listed, for the September 29, 2021, board meeting.

MOTION: 2021-48 ADOPTION OF THE AGENDA
Meeting Date: September 29, 2021

RESOLVED: That the board adopts the agenda for the September 29, 2021, board meeting.

MOTION: 2021-47 ADJOURNMENT
Meeting Date: July 28, 2021

MOTION: 2021-46 SALARY OF SERS CHIEF INVESTMENT OFFICER
Meeting Date: July 28, 2021

RESOLVED: That the board sets the salary of Chief Investment Officer James G. Nolan at an hourly pay of $166.16, translated to $325,009 annually.

MOTION: 2021-45 APPOINTMENT OF SERS CHIEF INVESTMENT OFFICER
Meeting Date: July 28, 2021

RESOLVED That the board appoints Acting Chief Investment Officer James G. Nolan as Chief Investment Officer for the State Employees’ Retirement Board, effective immediately, subject to: (i) Board Chairman approval of a completed Pennsylvania Office of State Inspector General background investigation; and (ii) any other necessary approvals, and, as such, confirms that he shall have the powers and duties enumerated in the State Employees’ Retirement Code, as well as those which have been or are conferred upon or delegated to such office by the board.

MOTION: 2021-44 SERS STRATEGIC BUSINESS PLAN FY 2021-FY 2023
Meeting Date: July 28, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to approve the FY 2021–FY 2023 SERS Strategic Business Plan, as amended, as set forth in the attachment (ATTACHMENT B).

MOTION: 2021-43 BOARD AND COMMITTEE MEETING OPERATING PROCEDURES
Meeting Date: July 28, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to include in the board and committee meeting operating procedures: (1) roll-call voting being applied to all board meetings for attendance and all motions, except motions for adoption of agenda, consent calendar and adjournment, (2) roll-call voting being applied to all committee meetings for attendance and all motions, except motions for the election of a committee Chair, minutes, and adjournment, and (3) staff to take note of dissenting opinions and concerns on ‘no’ votes, if stated.

MOTION: 2021-42 AMEND SERS FIDUCIARY REVIEW POLICY TO REMOVE THE TERM “NON-ECONOMIC”
Meeting Date: July 28, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to direct the SERS Governance and Personnel Committee to consider taking action at a future meeting to recommend to the board to amend the SERS Fiduciary Review Policy to remove the term “non-economic” in reference to describing SERS’ in-state managers, minority and women-owned programs, etc., which is currently found in the list of topics included in the SERS Fiduciary Review Policy.
MOTION: 2021-41 ADOPTION OF THE ALTERNATIVE TARGET ASSET ALLOCATION POLICY AND UPDATES TO THE SERS DEFINED BENEFIT PLAN’S INVESTMENT POLICY STATEMENT
Meeting Date: July 28, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to adopt the Alternative Target Asset Allocation Policy and corresponding updates to the SERS Defined Benefit Plan’s Investment Policy Statement.

The revised sections are in the attached meeting material entitled “DB Plan IPS Update 2021.7.28.pdf” (ATTACHMENT A).

MOTION 2021-40 APPROVAL OF CONSENT CALENDAR
Meeting Date: July 28, 2021

RESOLVED That the board approves the Consent Calendar items, as listed, for the July 28, 2021, board meeting.

MOTION: 2021-39 ADOPTION OF THE AGENDA
Meeting Date: July 28, 2021

RESOLVED That the board adopts the agenda for the July 28, 2021, board meeting.

MOTION : 2021-38 ADJOURNMENT
Meeting Date: June 9, 2021

MOTION: 2021-37 SEARCH FOR EXECUTIVE DIRECTOR CANDIDATES
Meeting Date: June 9, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to direct the Board Governance and Personnel Committee and SERS staff to conduct a search for Executive Director candidates.

MOTION: 2021-36 APPOINTMENT OF ACTING CHIEF INVESTMENT OFFICER
Meeting Date: June 9, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to appoint Deputy Chief Investment Officer James G. Nolan as Acting Chief Investment Officer with the powers and duties of the Chief Investment Officer, such appointment to be effective June 11, 2021, and continue until the board determines otherwise, and; the board approves and grants James G. Nolan a temporary 5% hourly pay increase, effective June 11, 2021, and to continue until the board determines otherwise.

MOTION: 2021-35 INSIGHT PARTNERS XII, L.P.
Meeting Date: June 9, 2021

RESOLVED That the board accepts the recommendation of the Investment Committee to commit up to $50 million to Insight Partners XII, L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Equity asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-34 AUDITED FINANCIAL STATEMENTS OF THE COMMONWEALTH OF PENNSYVANIA STATE EMPLOYEES’ RETIREMENT SYSTEM AND DEFERRED COMPENSATION PLAN
Meeting Date: June 9, 2021

RESOLVED That the board accepts the recommendation of the Audit, Risk and Compliance Committee to accept the audited financial statements of the Commonwealth of Pennsylvania State Employees’ Retirement System, and the Pennsylvania State Employees’ Retirement System Deferred Compensation Plan for years ended December 31, 2020 and 2019, as presented by our independent auditors, KPMG LLP.

MOTION: 2021-33 ELIMINATION OF THE DEFINED CONTRIBUTION COMMITTEE
Meeting Date: June 9, 2021

RESOLVED That the board accepts the recommendation of the Defined Contribution Committee to eliminate the Defined Contribution Committee as a standing committee, to be effective upon board approval of:
amendments to the Investment Committee and Finance and Member Services Committee charters, assuming the responsibilities of the Defined Contribution Committee, as appropriate, consistent with the purpose and responsibilities of those committees, after receiving input from the Board Governance and Personnel Committee; and
amendment to the board’s Bylaws to eliminate the Defined Contribution Committee as a standing committee.

MOTION: 2021-32 457/DEFERRED COMPENSATION PLAN DOCUMENT ADMENDMENTS
Meeting Date: June 9, 2021

RESOLVED That the board accepts the recommendation of the Defined Contribution Committee to amend the Fifth Amended and Restated Deferred Compensation Plan for Officers and Employees of the Commonwealth of Pennsylvania, attached hereto and labeled “ATTACHMENT A,” in accordance with the board motion on March 25, 2021, to:
(1) provide for charging plan participants whose account balance exceeds $5,000 a monthly flat fee of $1 and an annual asset-based fee of 2 basis points of the participant’s account balance, not to exceed $50 annually, with both the flat fee and the appropriate portion of the asset-based fee to be withheld on a monthly basis from individual investment accounts, effective July 1, 2021;
(2) provide for reducing the third-party administrator fee for all participants from $4.95 to $4.65 per month, effective July 1, 2021; and
(3) retitle the plan document accordingly as the Sixth Amended and Restated Deferred Compensation Plan for Officers and Employees of the Commonwealth of Pennsylvania.

MOTION: 2021-31 APPROVAL OF CONSENT CALENDAR
Meeting Date: June 9, 2021

RESOLVED That the board approves the Consent Calendar items, as listed, for the June 9, 2021, board meeting.

MOTION: 2021-30 ADOPTION OF THE AGENDA
Meeting Date: June 9, 2021

RESOLVED That the board adopts the agenda for the June 9, 2021, board meeting.

MOTION : 2021-29 ADJOURNMENT
Meeting Date: April 28, 2021

MOTION:  2021-28 CHIEF COMPLIANCE OFFICER
Meeting Date: April 28, 2021

RESOLVED:   That the board delegates to the Chief Counsel the authority to hire a Chief Compliance Officer (Attorney 4) from the pool of applicants who responded to the position posting with an opening date of February 1, 2021, and closing date of February 26, 2021, subject to: (i) Board Chairman approval of the candidate to be hired, (ii) successful salary and start date negotiations and (iii) any other necessary approvals.

MOTION: 2021-27 AMENDMENT TO BYLAWS
Meeting Date: April 28, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to amend section 1.1 of the Commonwealth of Pennsylvania State Employees’ Retirement System Bylaws, as set forth in the attachment (ATTACHMENT C).

MOTION: 2021-26 SERS FIDUCIARY REVIEW AND SELF-ASSESSMENT FINAL REPORT
Meeting Date: April 28, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to:
(1) accept Funston Advisory Services LLC’s SERS Fiduciary Review and Self-Assessment Final Report (Final Report) dated April 19, 2021, as set forth in the attachment (ATTACHMENT B), and
(2) direct staff to engage with the appropriate standing committees to: (a) review the Final Report’s recommendations, and (b) make recommendations to the board for action, as appropriate.

MOTION:  2021-25 INVESTMENT POLICY STATEMENT
Meeting Date: April 28, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to approve the following enhancements to the Defined Benefit Plan’s Investment Policy Statement:

  1. Enhanced U.S. Equity Structure section – (Section 20, Page 32); and
  2. Updated Policy Target Asset Allocation percentages, Estimated Risk percentages, and Liquidity levels (Section 21, Page 39; Section 23, Page 41; and Section 24, Page 42).

The revised sections are in the attached (ATTACHMENT A) meeting material entitled “Public Equity Manager Structure Analysis Defined Benefit Plan IPS Update 2021.04.28.pdf”.

MOTION:  2021-24 U.S. COVERED CALL STRATEGY
Meeting Date: April 28, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to approve a new 3% target allocation to a U.S. Covered Call Strategy within the U.S. Equity asset class, with a corresponding reduction to the U.S. Large/Mid-Cap strategy target allocation to 18%.

MOTION:  2021-23 U.S. MICRO-CAP STRATEGY
Meeting Date: April 28, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to approve a new 2% target allocation to a U.S. Micro-Cap Strategy within the U.S. Equity asset class, with a corresponding reduction to the Private Equity asset class target allocation to 12%.

MOTION:  2021-22 ABEL NOSER TRANSACTION COST CONSULTANT
Meeting Date: April 28, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to authorize the retention of Abel Noser as its investment transactions cost analysis consultant under a new Consulting Agreement, subject to successful completion of contract negotiations prior to the expiration of the current Agreement between SERS and Abel Noser.

MOTION:  2021-21 ACTIVE LONG CREDIT MANAGER
Meeting Date: April 28, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to delegate authority to the Chief Investment Officer to hire actively-managed long credit mandates to increase efficiencies in the implementation of the enhanced Fixed Income structure through the following process:

1. The Chief Investment Officer and the board’s general investment consultant will provide recommendation memos via email to the Investment Committee which detail the rationale to hire the actively-managed long credit mandates;
2. Investment Committee members will have two weeks from the timestamp on the sent email to review the recommendation;
3. If Investment Committee members are comfortable with the hire and there are no objections during the two-week period, SERS will proceed with hiring the actively-managed long credit mandates; and
4. If any Investment Committee members objects, SERS will postpone the hiring process and provide the recommendation at the next Investment Committee meeting for a formal vote.

MOTION:  2021-20 PRIVATE EQUITY – PSG V, L.P.
Meeting Date: April 28, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to commit up to $50 million to PSG V L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Equity asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-19 2020 ACTUARIAL VALUATION RESULTS AND THE FISCAL YEAR 2021/2022 CERTIFICATION OF DEFINED BENEFIT PLAN EMPLOYER CONTRIBUTION RATES
Meeting Date: April 28, 2021

RESOLVED That the board accepts the recommendation of the Finance and Member Services Committee to:
(A) approve the results of the December 31, 2020 actuarial valuation and, for the commonwealth fiscal year 2021-2022, certify the following contribution rates:
1. Shared risk contribution rate of 0.0%;
2. Employer normal cost contribution rate of 1.50%;
3. Composite employer contribution rate necessary for the funding of the system of 33.76%; and
4. Employer contribution rates by group and class of service of employees as set forth in the actuarial valuation as calculated by SERS’ consulting actuary, Korn Ferry, pursuant to Section 5508 of the State Employees’ Retirement Code;
(B) authorize SERS staff and Korn Ferry to use such rates to develop all the employer rates for the period of July 1, 2021 to June 30, 2022, pursuant to Section 5902(k) of the State Employees’ Retirement Code;
(C) establish an employer contribution rate of 0.05% for the fiscal year 2021-2022 to fund the Benefits Completion Plan established pursuant to Section 5941 of the State Employees’ Retirement Code; and (D) authorize SERS Executive Director to certify such rates to all employers with employees who are active members of SERS, and to the Secretary of the Budget.

MOTION: 2021-18 APPROVAL OF CONSENT CALENDAR
Meeting Date: April 28, 2021

RESOLVED That the board approves the Consent Calendar items, as listed, for the April 28, 2021, board meeting.

MOTION: 2021-17 ADOPTION OF THE AGENDA
Meeting Date: April 28, 2021

RESOLVED That the board adopts the agenda for the April 28, 2021, board meeting.

MOTION : 2021-16 MOTION TO ADJOURN
Meeting Date: April 9, 2021

MOTION: 2021-15 ADOPTION OF THE AGENDA
Meeting Date: April 9, 2021

RESOLVED That the board adopts the agenda for the April 9, 2021, board meeting.

MOTION : 2021-14 ADJOURNMENT
Meeting Date: March 25, 2021

MOTION: 2021-13 DEFINED CONTRIBUTION PLAN FEES AND EXPENSES
Meeting Date: March 25, 2021

RESOLVED That the Board, as authorized by the State Employees’ Retirement Code and in coordination with the Defined Contribution Plan’s third-party administrator, to:

1. assess each defined contribution plan active participant and inactive participant on leave without pay a monthly third-party administrator fee of $4.65 to be withheld from individual investment accounts, effective July 1, 2021.

The motion FAILED to pass with a vote of 2 YEAs and 8 NOs.

MOTION: 2021-12 DEFERRED COMPENSATION PLAN FEES AND EXPENSES
Meeting Date: March 25, 2021

RESOLVED That the board accepts the recommendation of the Finance and Member Services Committee to direct the staff of the Deferred Compensation Plan to work with its investment consultant to develop a proposed fee policy for establishing and periodically reviewing fees and adjusting such fees as needed and to present the proposed fee policy to the board in conjunction with the 2023-2024 budget cycle.

MOTION: 2021-11 DEFERRED COMPENSATION PLAN FEES AND EXPENSES
Meeting Date: March 25, 2021

RESOLVED That the board accepts the recommendation of the Finance and Member Services Committee to direct the staff of the Deferred Compensation Plan to draft proposed conforming amendments to the Fifth Amended and Restated Deferred Compensation Plan for Officers and Employees of the Commonwealth of Pennsylvania document and the Third Amended and Restated Trust Declaration for the Deferred Compensation Plan for Officers and Employees of the Commonwealth of Pennsylvania document to reflect the board’s decision to charge participants the approved fees for board expenses and to present the proposed amendments to the board at its June, 2021, meeting.

MOTION: 2021-10 DEFERRED COMPENSATION PLAN FEES AND EXPENSES
Meeting Date: March 25, 2021

RESOLVED That the board accepts the recommendation of the Finance and Member Services Committee, as authorized by Section 4521.2 of the Fiscal Code, to:
(1) reduce the current monthly third-party administrator fee for the participants of the Deferred Compensation Plan from $4.95 to $4.65, effective July 1, 2021, and
(2) assess all participants of the Deferred Compensation Plan whose account balance exceeds $5,000, a separate fee, for board expenses to administer the Deferred Compensation Plan, consisting of:
(a) a monthly flat fee of $1; plus
(b) an annual asset-based fee calculated as 2 basis points of the account value and not to exceed $50 annually, with both the flat fee and the appropriate portion of the asset-based fee to be withheld on a monthly basis from individual investment accounts, effective July 1, 2021.

MOTION: 2021-09 ADOPTION OF THE AGENDA
Meeting Date: March 25, 2021

RESOLVED That the board adopts the agenda for the March 25, 2021, board meeting.

MOTION : 2021-08 ADJOURNMENT
Meeting Date: February 24, 2021

MOTION: 2021-07 BOARD EDUCATION POLICY
Meeting Date: February 24, 2021

RESOLVED That the board accepts the recommendation of the Board Governance and Personnel Committee to approve the amendments to the Board Education Policy, as set forth in the attached (ATTACHMENT B).

MOTION:  2021-06 STEPSTONE GROUP LLC CONTRACT EXTENSION
Meeting Date: February 24, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to authorize an extension of the Agreement between SERS and StepStone Group LLC for private equity consulting services for 18 months (until October 4, 2022), under the existing terms, services, and fee schedules, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, prior to its expiration.

MOTION:  2021-05 FIXED INCOME – BNYM Mellon BD SL High Yield Beta Fund
Meeting Date: February 24, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to commit up to $500 million to BNYM Mellon DB SL High Yield Beta Fund, as an investment within the Fixed Income asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION:  2021-04 PRIVATE EQUITY – Hellman & Friedman Capital Partners X, L.P.
Meeting Date: February 24, 2021

RESOLVED:   That the board accepts the recommendation of the Investment Committee to commit up to $125 million to Hellman & Friedman Capital Partners X, L.P., plus investment expenses and pro rata share of partnership operating expenses, consistent with executed partnership documents, as a follow-on investment within the Private Equity asset class, subject to successful completion of contract negotiations and execution and delivery of closing documents by all parties, including required Commonwealth legal approvals, within 12 months.

MOTION: 2021-03 FUNDING AGREEMENT WITH SERS EMPLOYER

Meeting Date: February 24, 2021

RESOLVED That the board accepts the recommendation of the Finance and Member Services Committee to:
(1) enter into the attached (ATTACHMENT A) Funding Agreement between the State Employees’ Retirement Board and the Pennsylvania State System of Higher Education, pursuant to Section 5508.1 (a) of the State Employees’ Retirement Code, including the Annual Setoff schedule contained in Exhibit A to the Funding Agreement, subject to required Commonwealth legal approvals;
(2) accept the Pennsylvania State System of Higher Education’s lump sum payment in the amount of $825,000,000 to be applied towards its unfunded actuarial accrued liability pursuant to the Funding Agreement, provided that the payment is received by April 30, 2021, and that the opinion of counsel required in paragraph 6.b. of the Funding Agreement has been provided to the board in a form acceptable to the board and to board counsel;
(3) certify that the Annual Setoff amount for the Pennsylvania State System of Higher Education under the Funding Agreement for fiscal year July 1, 2021 – June 30, 2022, is $79,939,555, effective upon the receipt of a lump sum payment of $825,000,000 pursuant to the Funding Agreement;
(4) certify that for fiscal year beginning July 1, 2021, for the first twenty-four Pay Periods of the bi-weekly Payroll Cycle, the Annual Setoff credit to the Pennsylvania State System of Higher Education shall be $3,330,815, subject to any modification as provided for in the Funding Agreement; and
(5) delegate to the Secretary of the Board and administrative staff of the State Employees’ Retirement System to: (1) determine annually the amount of the Annual Setoff credit allocated to each Pay Period under each Payroll Cycle to the Pennsylvania State System of Higher Education for fiscal years beginning on or after July 1, 2022; and (2) annually certify those credits to the Pennsylvania State System of Higher Education.

MOTION: 2021-02 APPROVAL OF CONSENT CALENDAR
Meeting Date: February 24, 2021

RESOLVED That the board approves the Consent Calendar items, as listed, for the February 24, 2021, board meeting.

MOTION: 2021-01 ADOPTION OF THE AGENDA
Meeting Date: February 24, 2021

RESOLVED That the board adopts the agenda for the February 24, 2021, board meeting.

 

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