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					                                     RETIREMENT BOARD

                                      REGULAR MEETING

                                       CLOSED SESSION

Pursuant to the Ralph M. Brown Act, Government Code Section 54956.9 and the Sunshine Act,
San Francisco Administrative Code Section 67.11, the Retirement Board met in closed session.

             CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
                     Subdivision (a) of Government Code §54956.9

                     City and County of San Francisco, et al. v. Hartford, et. al.,
                             San Francisco Supreme Court No 300090

Dan Maguire, Deputy City Attorney, updated the Retirement Board on pending litigation against
Hartford Life Insurance Company.


                                      PUBLIC COMMENT

President Breall reviewed the Public Comment procedure for the attendees. No comments were
made at this time.


                                 INVESTMENT CALENDAR
1.      REVIEW AND RECOMMENDATION REGARDING DOMESTIC EQUITY
        STRUCTURE

        Carl Wilberg, Senior Investment Officer, and Leslie Kautz and Larry Davanzo of Asset
        Strategy Consulting (ASC), presented a written and oral report to the Board on this
        item.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff. The Board requested additional data from staff and consultant.

        ACTION:            This item was continued to the June 8, 1999 Board meeting.

2.      PERFORMANCE REVIEW FOR THE PERIOD ENDED MARCH 31, 1999.

        Carolyn Hamilton, Chief Investment Officer’ Dick Piket, Senior Investment Officer;
        Carl Wilberg, Senior Investment Officer, and Leslie Kautz of Asset Strategy Consulting


Retirement Board Minutes                      May 25, 1999                               Page 1
        presented a written and oral presentation reviewing the performance of the Retirement
        Fund for the period ending March 31, 1999.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        Commissioner Casciato suggested that a committee of the board be formed to deal with
        the Real Estate Issues. President Breall took the suggestion under advisement.

        This was an informational item only, no action taken.

3.      RECOMMENDATION FOR THE ALLOCATION OF FUNDS FOR THE PERIOD
        ENDED AUGUST 31, 1999

        Carolyn Hamilton, Chief Investment Officer, presented a written and an oral report to
        the Board recommending allocations of income and assets to fund benefits and new
        investments.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        ACTION:            It was moved by Meiberger, seconded by Casciato to approve staff’s
                           recommendation to allocate income and assets to fund benefits and new
                           investments; motion passed 7-0.

4.      REVIEW OF BROKERAGE COMMISSIONS GENERATED BY THE FUND
        DURING THE QUARTER ENDED MARCH 31, 1999

        Richard Piket, Senior Investment Officer, and Carl Wilberg, Senior Investment Officer,
        presented a written and oral report on the total brokerage commissions, minority, and
        women owned brokerage commissions generated by the Retirement Fund during the
        quarter ended March 1999.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        This was an informational item only, no action taken.

5.      RECOMMENDATION TO APPROVE INVESTMENT OF UP TO $75 MILLION IN
        HORSLEY BRIDGE VI

        Glen Schwartz, Senior Investment Officer, Barbara Lynch, and Jennifer Urdan from
        Cambridge Associates made a written and oral presentation to the Board.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

Retirement Board Minutes                      May 25, 1999                                 Page 2
        Commissioner Driscoll questioned the overlap between Horsely Bridge and the other
        fund of funds. Barbara Lynch replied that historically, the overlap has been fairly
        limited, however, given the target of investment in the top quartile funds, the limited
        overlap should be positive for the Plan.

        ACTION:            It was moved by Meiberger, seconded by Martel to approve
                           recommendation to invest up to $75 million in Horsley Bridge VI;
                           motion passed 7-0.

6.      RECOMMENDATION TO APPROVE INVESTMENT OF UP TO $30 MILLION IN
        HELLMAN-FRIEDMAN CAPITAL PARTNERS IV

        Glen Schwartz, Senior Investment Officer, Barbara Lynch and Jennifer Urdan from
        Cambridge Associates made a written and oral presentation to the Board.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        ACTION:            It was moved by Meiberger, seconded by Martel to approve
                           recommendation to invest up to $30 million in Hellman-Friedman
                           Capital Partners IV; motion passed 7-0.

7.      CHIEF INVESTMENT OFFICER'S REPORT

        a.       Proxy Votes

                 There were no proxy votes.

        b.       Investment Portfolio: Recent Developments and Updates - Discussion only.

                 Carolyn Hamilton, Chief Investment officer, discussed the review of the high
                 return real estate portfolio and DLJ Real Estate Capital Partners II which the
                 staff and the consultant were still in the midst of finalizing. Both items will be
                 presented at the June 8, 1999, Board meeting.

                 With regret, the announcement was made that Security Analyst Brewster
                 Wyckoff has tendered her resignation effective June 18, 1999. The staff has
                 begun recruiting to fill the impending vacancy.




                                   REGULAR CALENDAR
[Supervisor Yee left during this item]

Retirement Board Minutes                      May 25, 1999                                   Page 3
1.      UNFINISHED BUSINESS LIST

        Clare M. Murphy, Executive Director, reported on the list of tasks requested by specific
        Board members including review of completed items, newly added items and the
        revision of target date, if any.

        Clare Murphy reported on options for conversion of unused sick leave and vacation.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        ACTION:            This item will remain on the unfinished business list for further
                           assessment.

2.      RECOMMENDATION                ON    FY     1999-2000   ACTUARIAL        CONSULTANT
        CONTRACT

        Kieran Murphy, Actuary, presented a written and oral report to the Board on this item.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        ACTION:            It was moved by Driscoll, seconded by Martel to approve the
                           recommendation on FY 1999-2000 Actuarial Consultant Contract;
                           motion passed 6-0.

3.      APPROVAL OF THE OUTSIDE LEGAL COUNSEL LIST

        Clare M. Murphy, Executive Director, and Dan Maguire, Deputy City Attorney,
        presented a written and oral report to the Board on this item.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        ACTION:            It was moved by Driscoll, seconded by Casciato to approve the Outside
                           Legal Counsel List; motion passed 6-0.



4.      FINANCE COMMITTEE REPORT

        a.     Investment Budget Revision

        The Finance Committee heard this item on May 25, 1999 prior to the Board meeting.


Retirement Board Minutes                      May 25, 1999                                 Page 4
        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        ACTION:            It was moved by Casciato, seconded by Martel to approve the Investment
                           Budget Revision; motion passed 6-0.

[Commissioner Martel left during this item]

5.      PRE-TAX BUYBACK PROJECT

        Maria Newport, Administrator Retirement Services, presented a written and oral report
        to the Board on this item.

        The Board reviewed and discussed the material and engaged in a question and answer
        session with staff.

        This was an informational item only, no action taken.


                                    CONSENT CALENDAR
All matters listed hereunder constitute a Consent Calendar, are considered to be routine by the
Retirement Board and will be acted upon by a single vote of the Board. There will be no separate
discussion of these items unless a member of the Board so requests, in which event the matter shall be
removed from the Consent Calendar and considered as a separate item.

1.    VOLUNTARY RETIREMENT BOARD LIST 22-98

2.    DECISION OF HEARING OFFICER
      a. Gerald J. Aquilina
         7355 Truck Driver – Water Dept.
         Ordinary Disability Retirement
         Effective Date:                       October 1, 1997                               Granted
      b. Joseph P. Easton
         8304 Deputy Director – Sheriff Dept.
         PERS                                                                                Granted
      c. Dave Gillam
         0380 Inspector – Police Dept.
         Industrial Disability Retirement/Vesting
         Effective Date:                     January 3, 1995                                 Denied
      d. Leon A. Latno
         Q-2 Police Officer – Police Dept.
         Allowance – Death as a Result of Duty
         Effective Date:                    June 11, 1998                                    Granted
      e. Lillian D. Lyons

Retirement Board Minutes                      May 25, 1999                                   Page 5
          1404 Clerk – SFGH
          Ordinary Disability Retirement/Vesting
          Effective Date:                  November 1, 1993                               Granted
      f. John T. MacDonald
         H-2 Firefighter – Fire Dept.
         Industrial Disability Retirement/Stipulation
         Effective Date:                    September 10, 1997                            Denied
      g. Lisa Rubin
         1428 Unit Clerk
         Ordinary Disability Retirement
         Effective Date:                   December 1, 1996                               Granted
      h. Milagros C. Rupisan
         2320 Registered Nurse – Public Health
         Ordinary Disability Retirement/Stipulation
         Effective Date:                    February 1, 1998                              Denied
      i. Fay H. Woo
         1658 Chief Accountant – Controller Dept.
         Ordinary Disability Retirement
         Effective Date:                    April 22, 1999                                Granted

3.    REQUEST TO WITHDRAW FUNDS FROM DEFERRED COMPENSATION PLAN

        a. Myrtell Bass

       b. Renee Craig

        c. Augustine Fallay

        a. Claretta Williams

4.    REQUEST AUTHORIZATION FOR RON PUFF, IS MANAGER, TO ATTEND A
      TRAINING WORKSHOP FOR THE BLUEBIRD SYSTEMS COLD/IMAGING SOFTWARE
      TO BE HELD ON JULY 6-9, 1999, IN CARLSBAD, CA

5.    REQUEST AUTHORIZATION FOR MEL JONES, IS ADMINISTRATOR II, TO ATTEND A
      TRAINING WORKSHOP FOR THE BLUEBIRD SYSTEMS COLD/IMAGING SOFTWARE
      TO BE HELD ON AUGUST 10-13, 1999, IN CARLSBAD, CA

6.    REQUEST AUTHORIZATION FOR RON PUFF, IS MANAGER, TO ATTEND THE 1999
      PEOPLESOFT USERS CONFERENCE TO BE HELD ON AUGUST 29 – SEPTEMBER 2,
      1999, IN NEW ORLEANS, LA

             ACTION:                  It was moved by Meiberger, seconded by Driscoll to approve
                               the Consent Calendar; motion passed 5-0.




Retirement Board Minutes                   May 25, 1999                                    Page 6
                           EXECUTIVE DIRECTOR'S REPORT
Clare Murphy, Executive Director, reported on the following items:

1.      Ms. Murphy informed the Board that the SFUSD’s payroll through June 30, 1998 has
        been posted and verified. Staff will issue the annual statement asof June 30, 1998, not
        later than June 7, 1999 to SFUSD participants. The communication to SFUSD
        participants includes a notice that the June 30, 1999 annual statements are likely to be
        delayed.

2.      Ms. Murphy announced that Mr. Jay Huish as been appointed as the Deputy Director
        and will commence work on June 21, 1999.

3.      Ms. Murphy updated the Board on the relocation.

4.      Ms. Murphy informed the Board that the Pre-Retirement Seminar was very successful
        and well received. Staff really did a commendable job in such a short time.

5.      Ms. Murphy updated the Board on the different educational opportunities available for
        the Board to attend.

6.      Ms. Murphy informed the Board that Aetna Retirement Services had incorrectly
        charged the full annual 30 basis points fee on three retail mutual funds; Ariel Growth,
        Janus Twenty, and Lazard Small Cap. These errors were corrected and each
        individual’s accounts were restored as though the error never occurred. This error
        impacted about 6,000 individuals.


                             CITY ATTORNEY’S REPORT

No report was given.
                                ACTUARY’S REPORT

No report was given.




                                  BOARD MEMBERS

1.      Commissioner Meiberger congratulated staff for a job well done with regards to the Pre-
        Retirement Seminar.




Retirement Board Minutes                   May 25, 1999                                   Page 7
2.      Commissioner Casciato thanked Jean Thomas for the retiree’s enrollment packet
        information, which was included in the Pre-Retirement Seminar packets.

3.      Commissioner Casciato informed the Board on his recent attendance to the Wellington
        presentation.

4.      Commissioner Meiberger made mention of the recent Plan Sponsor magazine article on
        Ms. Clare M. Murphy.


                                                  There being no further business, the Board
                                                   adjourned its regular meeting at 4:22 p.m.

                                                   Respectfully submitted,



                                                   Clare M. Murphy
                                                   Executive Director




Retirement Board Minutes                 May 25, 1999                                   Page 8

				
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