Executive Summary - InformationalTO:State Investment BoardFROM:Dave HunterDATE:May 14, 2021SUBJECT: SIB Meeting Materials – May 21, 2021Our May SIB meeting will include Callan’s Quarterly Performance Review as of March 31,2021. RIO will highlight recent in-state investment program initiatives including 50 SouthCapital and Bank of North Dakota updates. The SIB Audit Committee will provide an importantupdate on recent board governance matters in order to highlight best practices and potentialchallenges when expanding an in-state investment program.Asset and Performance Overview – Over 99% of our SIB clients generated net returns whichexceeded their approved policy benchmarks for the 5 years ended 3/31/2021 includingLegacy, PERS, TFFR, WSI and Budget Stabilization. For the 1-year ended 3/31/2021, Legacy,PERS and TFFR net returns were 31.0%, 31.8% and 31.2%, respectively. WSI and BudgetStabilization also performed well with net returns of 16.13% and 7.98%, respectively, in the currentyear and exceeding Policy Benchmark Returns.Legacy Fund 8.4 billionTotal Fund Return - NetPolicy Benchmark ReturnTotal Relative ReturnCurrentFYTD3/31/20211 Yr Ended 3 Yrs Ended 5 Yrs S 3.78 billionTotal Fund Return - NetPolicy Benchmark ReturnTotal Relative -0.12%10.20%9.78%0.43%TFFR 3 billionTotal Fund Return - NetPolicy Benchmark ReturnTotal Relative %-0.22%10.07%9.74%0.34%WSI 2.2 billonTotal Fund Return - NetPolicy Benchmark ReturnTotal Relative 31%7.25%6.08%1.17%Budget Stabilization 752 millionTotal Fund Return - Net3.45%Policy Benchmark Return0.31%Total Relative %0.48%
Diversified Real Assets – RIO will recommend a 150 million follow-on commitment to ISquared Capital (ISQ III) and a 65 million follow-on commitment to Macquarie InfrastructurePartners (MIP V). The I-Squared commitment is targeted for Legacy Fund ( 90 million) and Pension( 60 million), while MIP V is targeted for Legacy ( 30 million), Pension ( 20 million) and Insurance( 15 million) noting we are underweight this sector of diversified real assets given very strong equityreturns in the past year. The SIB previously committed 140 million to MIP IV in October of 2018 and 100 million to MIP V in May of 2020 following a comprehensive due diligence process with Mercer’sreal asset team in 2018 and Callan’s infrastructure specialist Jan Mende in mid-2020. The SIBpreviously approved a 140 million commitment to ISQ II in March of 2018 after a similarcomprehensive due diligence process with Mercer in 2018, noting that ISQ II results have exceededexpectations to date with a Net Internal Rate of Return of 17.2% as of March 31, 2021. MIP IV returnshave also been strong at 12.72% over the last year.SIB Committee Reports - RIO will request the Board to accept sub-committee reportsprovided by the SIB Executive Review Committee and SIB Audit Committee.Quarterly Monitoring Reports – Board acceptance will be requested for Quarterly MonitoringReports on Executive Limitations/Staff Relations, Budget/Financial Conditions, andInvestment Ends and SIB Watch List. RIO is not recommending any Watch List revisions at thistime. Also included is the TFFR recently revised Investment Policy Statement.
ND STATE INVESTMENT BOARD MEETINGFriday, May 21, 2021, 8:30 a.m. (CST)Workforce Safety & Insurance1600 E Century Avenue, Bismarck, NDTeleconference 701-328-0950, Conference ID: 580157280#REVISED AGENDAI.CALL TO ORDER AND ACCEPTANCE OF AGENDAII.ACCEPTANCE OF MINUTES (April 23, 2021)III.INVESTMENTSA. Asset and Performance Overview - Mr. Hunter (10 minutes) Board AcceptanceB. Callan Quarterly Performance Review (15 minutes)1. Market Update - Mr. Paul Erlendson and Mr. Alex Browning2. Pension, Insurance, and Legacy Fund Performance Measurement Board AcceptanceC. Infrastructure Update and Recommendation – Mr. Darren Schulz Board Action (15 minutes)1. I-Squared Capitala. Global Fund III Overview2. Macquarie Infrastructure PartnersD. 50 South Capital Update – Mr. Trey Hart, Ms. Bridget Schweihs, Mr. Bob Morgan, Ms. Tamara Doi Beck (10 min)1. ND Growth Fund IPS – Mr. Hunter Board ActionIV.GOVERNANCE (45 minutes)A. Executive Review Committee - Ms. Smith Board ActionB. Audit Committee - Ms. Sauter Board Action1. Governance Review * – SIB (to follow)* Potential Executive Session pursuant to N.D.C.C. 44-04-19.2 and N.D.C.C. 44-04-18.4to review and discuss confidential financial information of a privileged nature.V.QUARTERLY MONITORING 3/31/2021 Board Acceptance (10 minutes)A. Executive Limitations/Staff Relations - Mr. HunterB. Budget/Financial Conditions - Ms. FlanaganC. Investment Ends / Watch List - Mr. SchulzD. TFFR IPS - Ms. MurthaVI.OTHERA. Resolution for Ms. GumeringerNext Meetings: SIB - July 23, 2021, 8:30 a.m., Bismarck State CollegeVII.ADJOURNMENTAny individual requiring an auxiliary aid or service, please contact the Retirement and Investment Office(701) 328-9885 at least three (3) days prior to the scheduled meeting.
1761NORTH DAKOTA STATE INVESTMENT BOARDMINUTES OF THEApril 23, 2021, BOARD MEETINGMEMBERS PRESENT:Brent Sanford, Lt. Governor, ChairRob Lech, TFFR Board, Vice ChairTroy Seibel, PERS Board, ParliamentarianThomas Beadle, State TreasurerJon Godfread, Insurance CommissionerToni Gumeringer, TFFR BoardKeith Kempenich, Legacy/Budget Stab. Adv. BoardBryan Klipfel, Director of WSIAdam Miller, PERS BoardMel Olson, TFFR BoardJodi Smith, Commissioner of Trust LandsYvonne Smith, PERS BoardSTAFF PRESENT:Eric Chin, Chief Risk Officer/Senior CIOBonnie Heit, Admin SVS SpurDavid Hunter, Exec Dir/CIOJan Murtha, Dep Exec Dir/CROAnn Nagel, Investment AccountantSara Sauter, Spur of Internal AuditDarren Schulz, Dep CIOSusan Walcker, Senior Financial AccountantDenise Weeks, Retirement Program ManagerGUESTS:Alex Browning, Callan LLCTamara Doi Beck, Northern Trust/50 SouthBrian Bark, Sun MountainJodi Bjornson, WSIDan Brooks, Sun MountainSally Corning, Sun MountainJessica Davis, Insurance Dept.Dean DePountis, Attorney General’s OfficePaul Erlendson, Callan LLCTrey Hart, Northern Trust/50 SouthPerry Hopper, Callan LLCCandace Johnson, Securities Dept.Pete Keliuotis, Callan LLCJerry Klein, LBSFABRachel Kriege, Insurance Dept.Scott Litman, GCM GrosvenorAdam Mathiak, Legislative CouncilBob Morgan, Northern Trust/50 SouthLee Rand, Sun MountainBryan Reinhardt, PERSTodd Steinwand, BNDMax Sango, InvescoGreg Tevin, Emerging PrairieKaren Tyler, Securities Dept. CommissionerJared Ungar, Callan LLC14/23/2021
1762CALL TO ORDER:Dr. Rob Lech, Vice Chair, called the State Investment Board (SIB) regular meeting toorder at 8:31 a.m. on Friday, April 23, 2021. The meeting was held at Workforce Safety& Insurance, 1600 E Century Ave., Bismarck, ND.A roll call vote taken and a quorum of the SIB was present.AGENDA:The Board considered the agenda for the April 23, 2021, meeting,IT WAS MOVED BY MR. OLSON AND SECONDED BY MS. GUMERINGER AND CARRIED BY A VOICE VOTETO ACCEPT THE AGENDA FOR THE APRIL 23, 2021, MEETING.AYES: MR. KLIPFEL, COMMISSIONER GODFREAD, MR. OLSON, MR. MILLER, TREASURER BEADLE. MS.GUMERINGER, MS. SMITH, COMMISSIONER SMITH, DR. LECH, AND MR. SEIBELNAYS: NONEMOTION CARRIEDABSENT: LT. GOVERNOR SANFORDMINUTES:IT WAS MOVED BY MS. SMITH AND SECONDED BY MS. GUMERINGER AND CARRIED BY A VOICE VOTETO APPROVE THE MARCH 26, 2021, MINUTES AS DISTRIBUTED.AYES: DR. LECH, TREASURER BEADLE, MR. OLSON, MR. SEIBEL, MR. MILLER, COMMISSIONERGODFREAD, MS. GUMERINGER, MS. SMITH, COMMISSIONER SMITH, AND MR. KLIPFELNAYS: NONEMOTION CARRIEDABSENT: LT. GOVERNOR SANFORDLt. Governor assumed the role of Chair.INVESTMENTS:In-State Investment Program Due Diligence Overview – Mr. Hunter provided an update onthe In-State Investment Program. SIB Investment Staff and Callan LLC completed additionaldue diligence on the top three candidates advanced by the SIB at their March 26, 2021,meeting; GCM Grosvenor, 50 South Capital, and Sun Mountain Capital. SIB Investment Staffand Callan identified 50 South Capital and Sun Mountain Capital as the top two finalists.All three firms were deemed to be strong candidates to expand the Legacy Fund In-StateInvestment Program by providing needed capital to drive economic development in NorthDakota. However, SIB Investment Staff and Callan ranked 50 South and Sun Mountain higherthan GCM Grosvenor largely due to their proposals being more closely aligned with thedesire to promote new capital formation for both new and existing entrepreneurs in NorthDakota in order to further diversify the economy and create jobs. Sun Mountain and 50South Capital also committed to establishing physical presence in North Dakota.Discussion followed on the process and HB 1425.The Board recessed at 8:55 a.m. and reconvened at 9:11 a.m. due to technical issues.Discussion continued on the process and HB 1425. After discussion, 50 South Capital andSun Mountain Capital presented additional information on their proposals for the NorthDakota In-State Investment Program.The Board recessed at 10:41 a.m. and reconvened at 10:54 a.m.24/23/2021
1763SIB Investment Staff reviewed their recommendation and ranked 50 South Capital over SunMountain Capital based on the following:1)Institutional Presence – 50 South Capital is a subsidiary of Northern Trust, whichis a leading global financial services firm with vast financial resources, strong “AA”credit rating, robust compliance department, and a trusted advisor to thousands oflarge, institutional investors in the U.S. and abroad. Northern Trust has 1.4 trillionin assets under management and over 11 trillion in assets under custody as of Dec. 31,2020.2)Investment Performance – Although it is difficult to compare track records forin-state programs given differing investment objectives and opportunities in variedgeographic locations, 50 South Capital returns were generally stronger and more in-linewith RIO’s return expectations on a sector by sector basis in the last 5-years.3)Trusted and Proven Relationship – The SIB and ND Department of Trust Lands havelong-term, valued relationships with the corporate parent of 50 South Capital as NorthernTrust has served as SIB’s primary custodian and record keeper for 30 years.4)Competitive Pricing – All in pricing is competitive between 50 South Capital andSun Mountain. In addition, 50 South is offering a 10% Northern Trust custodial feecredit based on 50 South Management Fees (e.g. 1 million fee savings over 15 years).SIB oversight has effectively fostered the development of a top-performing sovereignwealth fund over the last five years. Net investment returns of the Legacy Fund generallycompare favorably versus larger sovereign wealth funds in the last 5-years includingthe 1.3 trillion Norway Global Government Fund, and the 74 billion Alaska PermanentFund in 2020, while generally having a materially lower allocation to equity investments.These above benchmark returns have been achieved while striving to maintain the highestfiduciary standards without compromise and in accordance with all state and federallaws without exception. SIB Investment Staff strongly believe 50 South Capital is wellaligned with the SIB and RIO to continue to strive to attain the best risk adjustedreturns for its clients in accordance with the intent of recent legislatively mandatedinvestment targets set for the Legacy Fund.SIB Investment Staff recommended the SIB engage 50 South Capital, a subsidiary ofNorthern Trust, to expand the Legacy Fund in-state investment program with a new 250million Private Capital commitment including sector allocations to private equity,venture capital, and private credit. This recommendation is consistent with a Legacyand Budget Stabilization Fund Advisory Board approved mandate for a 3% target allocationto Private Capital with a preference for in-state investments at a competitive rate ofreturn. Legacy Fund is estimated at 8.4 billion at March 31, 2021, such that a 3%allocation would approximate 250 million. In order to minimize the impact of commitmentfees on returns, the initial commitment to 50 South Capital is recommended to be 100million at inception. The commitment size may be increased by RIO on an “as neededbasis” in the upcoming years as compelling investment opportunities are identified,subject to appropriate due diligence, negotiated and funded by 50 South Capital onbehalf of the Legacy Fund and SIB.IT WAS MOVED BY MR. OLSON AND SECONDED BY MS. GUMERINGER AND CARRIED BY A ROLL CALLVOTE TO ACCEPT STAFF RECOMMENDATION AND ENGAGE 50 SOUTH CAPITAL TO EXPAND THE LEGACYFUND IN-STATE INVESTMENT PROGRAM WITH A NEW 250 MILLION PRIVATE CAPITAL COMMITMENTINCLUDING SECTOR ALLOCATIONS TO PRIVATE EQUITY VENTURE CAPITAL AND PRIVATE CREDIT.34/23/2021
1764AYES: TREASURER BEADLE, MR. GUMERINGER, COMMISSIONER GODFREAD, MR. KLIPFEL,COMMISSIONER SMITH, MS. SMITH, DR. LECH, MR. MILLER, MR. SEIBEL, MR. OLSON, AND LT.GOVERNOR SANFORD.NAYS: NONEMOTION CARRIEDBANK OF NORTH DAKOTA (BND) IN-STATE INVESTMENT PROGRAM:BND approached SIB Investment Personnel to determine if a portion of the existing 400million BND Match Loan CD Program could be used to fund a private debt placement backedby a highly rated public entity at a competitive risk adjusted rate of return. SIBInvestment Staff engaged in market due diligence to provide indicative market pricingand terms for this proposed 100 million, fixed rate, 20-year loan. Upon sharing theseindicative terms and pricing with BND, SIB Investment Staff was requested to seek SIBapproval to move forward with the in-state investment opportunity subject to furthernegotiation of final legal terms including a requirement that at least one major ratingagency formally issue a ratings letter indicating the private debt instrument is ratedno less than “A” at inception/funding by the Legacy Fund.The SIB elected to enter into Executive Session for additional details on the potentialin-state investment opportunity including terms which are subject to a non-disclosureagreement.IT WAS MOVED BY DR. LECH AND SECONDED BY MS. SMITH AND CARRIED BY A ROLL CALL VOTE TOENTER INTO EXECUTIVE SESSION PURSUANT TO N.D.C.C. 44-04-19.2 AND N.D.C.C. 44-04-18.4TO REVIEW AND DISCUSS A CONFIDENTIAL PRIVATE MARKET INVESTMENT OPPORTUNITY.AYES: MR. SMITH, MR. MILLER, MR. OLSON, MS. GUMERINGER, DR. LECH, MR. SEIBEL, MR.KLIPFEL, COMMISSIONER GODFREAD, COMMISSIONER SMITH, TREASURER BEADLE, AND LT. GOVERNORSANFORDNAYS: NONEMOTION CARRIEDThe Board entered into Executive Session at 11:21 a.m.The SIB, Ms. Sauter, Mr. Chin, Mr. Hunter, Mr. Schulz, Mr. Steinwand, Mr. DePountis,and Ms. Heit were in attendance.SIB exited Executive Session at 11:36 a.m.IT WAS MOVED BY DR. LECH AND SECONDED BY COMMISSIONER GODFREAD AND CARRIED BY A ROLLCALL VOTE TO AUTHORIZE SIB INVESTMENT STAFF TO MOVE FORWARD WITH ADVANCING THE DIRECTPURCHASE OF FIXED RATE BONDS BY THE SIB FOR THE LEGACY FUND FROM THE NORTH DAKOTATRANSMISSION AUTHORITY.Commissioner Smith, citing a conflict of interest, felt she should abstain from thevote.IT WAS MOVED BY MR. SEIBEL AND SECONDED BY TREASURER BEADLE AND CARRIED BY A ROLL CALLVOTE TO ALLOW COMMISSIONER SMITH TO VOTE.AYES: MR. GUMERINGER, MS. SMITH, MR. KLIPFEL, TREASURER BEADLE, DR. LECH, COMMISSIONERGODFREAD, MR. OLSON, MR. SEIBEL, MR. MILLER, AND LT. GOVERNOR SANFORDNAYS: NONEMOTION CARRIEDABSTAIN: COMMISSIONER SMITH44/23/2021
1765A roll call was taken on the initial motion.AYES: COMMISSIONER SMITH, TREASURER BEADLE, MR. MILLER, COMMISSIONER GODFREAD, MR.OLSON, MR. KLIPFEL, MS. GUMERINGER, MR. SEIBEL, DR. LECH, MS. SMITH, AND LT. GOVERNORSANFORDNAYS: NONEMOTION CARRIEDINVESCO:Mr. Schulz reviewed Invesco’s Real Estate U.S. Fund VI opportunity. Because of futureexpected distributions of capital in the Pension Trust U.S. value-add private realestate commitments, new follow-on commitments are necessary to maintain strategic targetexposures to non-core real estate. SIB Investment Staff recommended a target allocationto non-core private real estate for the Legacy Fund with the goal of further diversifyingexisting core private real estate mandates within the Fund. Based upon current capacityto commit, the market opportunity set, the relative attractiveness of core versus noncore strategies, and the pace of capital deployment from existing managers, SIBInvestment Staff recommended an additional commitment.Mr. Max Sango reviewed Invesco’s Real Estate U.S. Fund VI opportunity.SIB Investment Staff recommended a commitment of 200 million in total to Invesco’sValue Added Fund VI for the Pension Trust and Legacy Fund ( 100 million each).IT WAS MOVED BY COMMISSIONER SMITH AND SECONDED BY TREASURER BEADLE AND CARRIED BY AROLL CALL VOTE TO ACCEPT STAFF RECOMMENDATION AND COMMIT 200 MILLION TO INVESCO’SVALUE ADDED FUND VI FOR BOTH THE PENSION TRUST AND LEGACY FUND ( 100 MILLION EACH)SUBJECT TO SATISFACTORY LEGAL REVIEW AND NEGOTIATION.AYES: MR. OLSON, MR. SEIBEL, COMMISSIONER SMITH, MS. GUMERINGER, COMMISSIONER GODFREAD,MS. SMITH, MR. MILLER, TREASURER BEADLE, MR. KLIPFEL, DR. LECH, AND LT. GOVERNOR SANFORDNAYS: NONEMOTION CARRIEDDr. Lech assumed the role of Chair.PUBLIC EMPLOYEES RETIREMENT SYSTEM (PERS):Mr. Hunter reviewed a revised Investment Policy Statement (IPS) for Job Service NorthDakota. The IPS was approved by the PERS board at their April 13, 2021, meeting.IT WAS MOVED BY TREASURER BEADLE AND SECONDED BY MR. OLSON AND CARRIED BY A ROLL CALLVOTE TO ACCEPT THE REVISED IPS FOR JOB SERVICE NORTH DAKOTA.AYES: MR. KLIPFEL, MR. OLSON, COMMISSIONER GODFREAD, TREASURER BEADLE, COMMISSIONERSMITH, MR. SEIBEL, DR. LECH, MR. MILLER, MS. SMITH, AND MS. GUMERINGERNAYS: NONEMOTION CARRIEDABSENT: LT. GOVERNOR SANFORDLEGISLATIVE UPDATE:Mr. Hunter reviewed Legislation affecting RIO and the SIB particularly RIO’s budget billHB 1022. The Senate Appropriations Committee gave a unanimous Do Pass recommendation toRIO’s amended budget bill to include funding for one additional full-time employee forthe Investment Division, ND Information Technology unification, and office relocationto Workforce Safety & Insurance.54/23/2021
1766TEACHERS’ FUND FOR RETIREMENT (TFFR):Included in the SIB meeting materials was the Teachers’ Fund for Retirement (TFFR) June30, 2020, annual review report. The information provided validates that the TFFR Endspolicies formally adopted by the TFFR Board and accepted by the SIB are beingimplemented.EXECUTIVE REVIEW COMMITTEE:SIB Assessment - The 2021 SIB assessment conducted by the SIB Executive Review Committeewas reviewed and discussed. Overall, the self-assessment and the board-assessment hadpositive results and comments.In comparing the assessment results over the years, the following trends have emerged:1. Fiduciary attendance continues to have one of the lowest scores for multiple years.2. An issue is understanding what authority has been retained by the SIB and what hasbeen delegated to staff.3. All fiduciaries need to be vocal and make sure their voice is heard during meetings.IT WAS MOVED BY MR. OLSON AND SECONDED BY MS. GUMERINGER AND CARRIED BY A VOICE VOTE TOACCEPT THE 2021 SIB ASSESSMENT.AYES: MR. KLIPFEL, COMMISSIONER GODFREAD, MR. OLSON, MR. MILLER, TREASURER BEADLE, MS.GUMERINGER, MS. SMITH, COMMISSIONER SMITH, DR. LECH, AND MR. SEIBELNAYS: NONEMOTION CARRIEDABSENT: LT. GOVERNOR SANFORDAnnual Compensation Survey – Ms. Smith referenced results of an annual compensationsurvey in which RIO participates in. The survey is conducted by a leading investmentconsulting firm along with 50 other U.S. public funds (the SIB was previously sent theresults). Survey results indicate the Executive Director/CIO of RIO is compensated nearthe lowest quartile given the size of the SIB program. The Executive Review Committee(ERC) is working on a p