~:.-.. D ALL A S@~ . POLICE & FIRE~ PENSlO~ :'Y~TEM ~

Date:

AGENDA

November 5, 2009

The regular meeting of the Dallas Police and Fire Pension System Board of Trustees will be heldat 8:30 a.m. on Thursday, November 12, 2009 in the Second Floor Board Room at 4100Harry Hines Boulevard, Dallas, Texas. Items of the following agenda will be presented to tbeBoard:

A. CONSENT AGENDA

l. Approval of Minutes

a. Special meeting of September 8, 2009b. Regular meeting of September 10, 2009c. Special meeting of September 28,2009d. Special meeting of September 29,2009e. Regular meeting of October 8, 2009

2. Approval of Refunds of Contributions for the Month of October 2009

3. Approval of Activity in the Deferred Retirement Option Plan (DROP) forNovember 2009

4. Approval of Estate Settlements

Deceased(Member (M),

Pensioner (P), orSurvi.or (S))

E. L. Williams(P)Zellon J. Drake(S)

Dept.

FirePolice

Date Of Death

Aug. 7, 2009July 6,2009

Estate Payment To

Elizabeth A. WilliamsJoyce D. BagbyJohn T. Drake

5. Approval of Survivor Benefits - Deceased Retirees

DeceasedRetiree

Claude J. Duke

Dept.

Fire

Date Of Death

Sep.18,2009

10f3

Qualified Survivor

Ouida L. Duke

EstatePayment

No

6. Approval of Service Retirements

MemberSergio H. JaimezRonald P. McFarlandJoe J. MosquedaRussell A. NanceJoseph A. NelsonCheritta L. JohnsonJunius RuckerRichard A. SchauerMark A. Sittner

Dept.FireFireFireFireFire

PolicePolicePolicePolice

EffectiveNov. 1,2009Oct. 28, 2009Nov. 2, 2009Oct. 23, 2009Nov. 11,2009Nov. 3,2009Oct. 28, 2009Oct. 28, 2009Oct. 13, 2009

7. Approval of Alternate Payee Benefits

Alternate Payee Member Dept.Tina M. MainzSherry J. O'ConnorPenny R. Shaw

Parke E. MainzRobert C. O'ConnorSteven G. Shaw

FirePolicePolice

B. DISCUSSION AND POSSIBLE ACTION REGARDING ITEMS FOR INDIVIDUALCONSIDERATION

1. Discussion with Chairman, CEO, and Founder ofNEPC

2. Tnvesco Real Estate

a. Status of existing portfolio and plans for future activities with regard to thatportfolio

b. Educational session on the Public Private Investment Programc. Educational session on structured products

3. Legal issues

Portions of the discussion under these topics may be closed to the public under theterms of Section 551.071 of the Texas Government Code:

Police Officer and Firefighter pay lawsuits

4. Closed Session - Board serving as Medical Committee

Discussion of the following disability recall will be closed to the public under theterms of Section 551.078 of the Texas Government Code:

Request by Richard R. Casillas, retired Police Officer, for relief from futuredisability recall requirements

5. Second reading ofthe 2010 Administrative and Professional Services Budgets

200

6. Investment and financial reports

a. Group Trust's monthly asset allocation report and recommendations forrebalancing the Group Trust's investment portfolio

b. Group Trust's monthly unitization reportc. Performance report unaudited draftd. Unaudited statements of net assets available for benefits

7. Staff and Board Members' reports on due diligence meetings, seminars and/orconferences attended

a. ASPO 2009 International Peak Oil Conferenceb. NCPERS: Public Safety Conferencec. Texas Bar CLE: Advanced Real Estate Strategiesd. DPFPS Annual Board and Staff Workshope. Napa Executive Board Mtg (9 - Voting Members)f. Bankcap Partners Committee Meetingg. Invesco Real Estate Client Conferenceh. Napa Executive Board Meeting

8. Approval of amendment to Hudson Clean Energy contract

9. Required Open Government Training

a. Open Meetings Actb. Public Information Act

C. BRIEFING ITEMS

1. Reports and concerns of active members and pensioners of the Dallas Police andFire Pension System

2. Administrator's report

a. Associations' newsletters• TEXPERS Outlook (October 2009)• NCPERS Monitor (October 2009)

b. Letter from State Representative Vicki Truittc. Future continuing education and investment research programs and conferences

The tcnn ''possible action" in the wording of any Agenda item contained herein serves as notice that the Board may. in its discretion. dispose ofany item by any action in the following non-exclusive list: approval. disapproval. deferral. table, take no action, and receive and file.

At any point during the consideration of the above items. the Board may go into Closed Executive Session as per Te",as Government Code.Section 551.071 for consultation with attorneys, Section 551.072 for real estate lnaners. Section 551.074 [or personnel matters, and Section551.078 for review of medical records. An expression of preference or a preliminary vote may be laken by the Board on any briefing item oritem discussed in executive sessioo.

At the discretion or the Board. items on this agt-'tlda may be considered at times other than those indicated above.

30f3

Dallas Police and Fire Pension SystemThursday, November 12, 2009

8:30 a.m.4100 Harry Hines Blvd., Suite 100

Second Floor Board RoomDallas, Texas

Regular meeting, Gerald Brown, Chairman, presiding:

ROLLCALL

Board Members

Present:

Absent:

Others

Gerald Brown, Rector C. McCollum, Richard A. Salinas, Steven G.Shaw, George Tomasovic, Steven H. Umlor, and Richard H. Wachsman

Jerry R. Allen (on City business), Dwaine R. Caraway, John M. Mays,Pauline Medrano, and David A. Neumann (on City business)

Richard Tettamant, Don Rohan, Brian Blake, Talal Elass, Josh Mond,Everard Davenport, John Holt, Pat McGennis, Larry Landfried,Christina Wu, Greg Irlbeck, and Linda Rickley

Gus Fields, Richard M. Charlton, Scott Dennis, Darin Turner, PaulNelson, Blaine Smith, Eric Calhoun, Wayne Antrobus, and W. B.Wilson

********

The meeting was called to order at 8:30 a.m.

* * * * * * * *

Steve Shaw recused himself from the meeting during the Consent Agenda.

A. CONSENT AGENDA

1. Approval of Minutes

a. Special meeting ofSeptember 8, 2009b. Regular meeting of September 10, 2009c. Special meeting of September 28, 2009d. Special meeting of September 29,2009e. Regular meeting of October 8, 2009

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Regular Board MeetingThursday, November 12, 2009

2. Approval of Refunds of Contributions for the Month of October 2009

EMPLOYEE NAMEJohn L. Cook, Jr.Manuel R. Baca, Jr.Ammon M. ConyersJeffrey R. FowlerMark W. FrayserMichael N. FreyYolande Y. Gunnels-WilsonOtis D. HarrisShane M. IversenRichard G. MiddletonChad E. SmithTom M. Thomas, II

DEPT.Fire

PolicePolicePolicePolicePolicePolicePolicePolicePolicePolicePolice

REFUND DATEOct. 9, 2009Oct. 16, 2009Oct. 9, 2009Oct. 16, 2009Oct. 16, 2009Oct. 2, 2009Oct. 2,2009Oct. 9,2009Oct. 16, 2009Oct. 16, 2009Oct. 9, 2009Oct. 16,2009

3. Approval of Activity in the Deferred Retirement Option Plan (DROP) forNovember 2009

New DROP Participants

EMPLOYEE NAME

Gregory W. ClarkGordon C. JohnsonMarcus D. MackLeticia CorralAndrea D. DudleyPhi1lip L. EleryTammie A. HaleClaude S. HallTerri K. HernandezSusan R. Millard

DEPT.

FireFireFire

PolicePolicePolicePolicePolicePolicePolice

Transfer Funds from DROP to 401(k)

Member

Walter H. HarkeyKennieth Hat!eyDanny Watson

20f12

Dept.

FireFireFire

Regular Board MeetingThursday, ovember 12,2009

4. Approval of Estate Settlements

Deceased(Member (M),

Pensioner (P), orSurvivor (S))

E. L. Williams(P)Zellon J. Drake(S)

Dept.

FirePolice

Date Of Death

Aug. 7,2009July 6,2009

Estate Payment To

Elizabeth A. WilliamsJoyce D. BagbyJohn T. Drake

5. Approval of Survivor Benefits - Deceased Retirees

DeceasedDept. Date Of Death Qualified Survivor

RetireeClaude J. Duke Fire Sep. 18,2009 Ouida L. Duke

6. Approval of Service Retirements

Member Dept. EffectiveSergio H. Jaimez Fire Nov. 1,2009Ronald P. McFarland Fire Oct. 28, 2009Joe J. Mosqueda Fire Nov. 2, 2009Russell A. ance Fire Oct. 23,2009Joseph A. Nelson Fire ov.11,2009Cheritta L. Johnson Police ov.3,2009James F. Colleran Police October 9, 2009Junius Rucker Police Oct. 28, 2009Richard A. Schauer Police Oct. 28, 2009Mark A. Sittner Police Oct. 13, 2009

7. Approval of Alternate Payee Benefits

Alternate PayeeTina M. MainzSherry J. O'ConnorPenny R. Shaw

MemberParke E. MainzRobert C. O'ConnorSteven G. Shaw

Dept.Fire

PolicePolice

After discussion, Mr. Wachsman made a motion to approve the items on the ConsentAgenda, subject to the final review and approval of the Administrator. Mr. Umlorseconded the motion, which was unanimously approved by the Board.

* * * * * * * *

Mr. Shaw rejoined the meeting.

* * * * * * * *30f12

Regular Board MeetingThursday, November 12, 2009

B. DISCUSSION AND POSSIBLE ACTION REGARDING ITEMS FORINDIVIDUAL CO 'SIDERATION

1. Discussion with Founder and CEO ofNEPC

Richard M. Charlton, Chainnan, CEO and Founder ofNEPC, the System'sgeneral investment consultant, was present and discussed an organizationalupdate on the firm. Mr. Charlton also discussed an overview of the financialmarkets.

After discussion, Mr. Wachsman made a motion to receive and file the NEPCpresentation. Mr. Umlor seconded the motion, which was unanimouslyapproved by the Board.

* * * * * * *

The meeting was recessed at 9:28 a.m.

The meeting was reconvened at 9:40 a.m.

* * * * * * *

2. Invesco Real Estate

a. Status of existing portfolio and plans for future activities with regard to thatportfolio

b. Educational session on the Public Private Investment Programc. Educational session on structured products

Scott Dennis, Blaine Smith, Paul Nelson, and Darin Turner were present fromInvesco and discussed the status of the existing portfolio and plans for futureactivities with regard to that portfolio. Invesco is one of the System's real estateinvestment managers.

Invesco also presented an educational session on the Public Private InvestmentProgram (pPlP). The PPlP program was formed under the direction of theTreasury, the Federal Reserve and the FDIC. Invesco is one of the managersapproved under the PPlP to manage those legacy assets of financial institutions.

In addition, Invesco presented an educational session on structured products thathave been issued as securitized investments.

After discussion, Mr. Umlor made a motion to receive and file the Invescopresentations. Mr. Wachsman seconded the motion, which was unanimouslyapproved by the Board.

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Regular Board MeetingThursday, November 12, 2009

* * * * * * *

3. Legal issues

Portions of the discussion under these topics may be closed to the public underthe terms of Section 551.071 of the Texas Government Code:

Police Officer and Firefigbter pay lawsuits

The Board went into a closed executive session -legal at II :33 a.m.

Tbe meeting was reopened at 11:43 a.m.

Mr. Calhoun, the System's outside legal counsel, briefed the Board on the paylawsuits.

No motion was made.

* * * * * * *4. Closed Session - Board serving as Medical Committee

Discussion of the following disability recall will be closed to the public underthe terms of Section 551.078 of the Texas Government Code:

Request by Richard R. Casillas, retired Police Officer, for relief from futuredisability recall requirements

The Board went into a closed executive session - medical at 11:22 a.m.

The meeting was reopened at 11 :33 a.m.

After discussion, Mr. Wachsman made a motion to waive the requirement forfuture disability recall evaluations for Richard R. Casillas, retired PoliceOfficer. Mr. Umlor seconded the motion, which was unanimously approved bythe Board.

*******

5. Second reading of the 2010 Administrative and Professional ServicesBudgets

Mr. Tettamant stated that the proposed Administrative and ProfessionalServices Budgets for Fiscal Year 2010 were presented to the Board for reviewand comments at the September 10, 2009, meeting of the Board.

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Regular Board MeetingThursday, November 12, 2009

5. Second reading of the 2010 Administrative and Professional ServicesBudgets (continued)

The Board authorized the first reading of the budgets to be presented at theOctober 8, 2009, Board meeting. At that time, the Board authorized the secondreading of the budget for the November 12,2009, regular meeting.

The proposed budgets were provided to Active Members in the October andovember issues of the System Active Member newsletter, First Responder.

No changes have been made to the budgets as presented at the September 10and October 8 meetings of the Board.

After discussion, Mr. Wachsman made a motion to approve the second and finalreading of the 2010 Administrative and Professional Services Budgets. Mr.Umlor seconded the motion, which was unanimously approved by the Board.

* * * * * * *

6. Investment and financial reports

a. Group Trust's montWy asset allocation report and recommendations forrebalancing the Group Trust's investment portfolio

b. Group Trust's montWy unitization reportc. Performance report unaudited draftd. Unaudited statements of net assets available for benefits

The Asset Allocation Monitoring Reports and the Real Estate Portfolio Reportsfor ovember 2009 are included in Minute Book Number 40 on pages 113 &114.

a. Staff discussed the above reports with the Board and reported that all of theassets classes are within their respective asset allocation ranges; there is noneed for cash at this time.

After discussion, Mr. Tomasovic made a motion to approve the November2009 monthly asset allocation report and approve the staffrecommendations. Mr. McCollum seconded the motion, which wasunanimously approved by the Board.

b. After discussion, Mr. Shaw made a motion to receive and file the GroupTrust's montWy unitization report. Mr. Tomasovic seconded the motion,which was unanimously approved by the Board.

60fl2

DALLAS POLICE & FIRE GROUP TRUSTAs or November 10, 2009

ASSET ALLOCATION

Difference n.T ,

''''ge",r Mv:

Target

$'" CI.., ." . ,n "l\<'bnh.'Fn,,;~

T R~ Price'Glomi &juICY 9ilUl GfO'\lo-tta Tak OJ''' O.~'. SO.62 1.7~" 3.00 '.00 50.61Large Up GfO'II."th 0.00 ....10 30.75 1.()7-!o 0.00 0.00 3O.7S

AIli::mC't'~I""iD

Uq;eUpValue 000 OJJ(W. SLU 1-78"~ 0.00 0.00 51.2~

5wtcgIr: V21lr Global Equ1ry 'M' 3.00% 44.78 1.55% 2SO 3.50 «1.67)00nw:::JIic SnWl~ <:ott [!.quny Eagk~I Man2g!'fD(I'nt 14-4.01 """" 1= ~- '.00 6.00 (15.4<1;GIob:sl G~"tb EqullJ Nonbnn Trusl Transidon A.ccoum 0.00 o.~" ,.oJ 3.:I7% 3.00 '.00 9433Scka QobaI. I:::l:ply Con: p)-nmis (Fiddity) 230.54 ."'" 183.20 "'"', 7.00 '.00 ("7.J.f,GIobraI Gro-'dIl~ OFI ....., '''''' ..." 230% 2SO 'SO (20.0-)Gklbal REIT RREEF )7.M 2JlO% 4245 1."7-", 1.00 3.00 (15.11'

TOl-.J Global EquilY 71'" 71."'" 602... 24.0)% (85.66'

,n .•• p,,· .F"

Loor Sl2r c;,0'IIl'th

NTOF 0.00 ""-" 1>66 0.44% 000 0.00 000Lone Sm Groom. c.pltal 1.00 """'"""" 19J2 0.6'7% 000 0.00 0.001~Sm:CRA SO.OO """'"""" 15.00 052% 0.00 0.00 0.00

W. It.. HuffHuff A1talUM-e Fund 100.00 e-..I 64.0 U'" 0.00 0.00 000Huff EncJfJ' Fund IJJ 100.00 e-..d 40.61 1.,t11Of. 000 0.00 0.00

Meril Energy 55.00 e-..I 2.07 0.86% 0.00 0.00 0.00u-vinr Lcichmun

Uvmto. UOclllman C2p.tlI PumttS 75.00 e..-.... :0.51 0.8'!% 000 0.00 0.00IZ\-loc Leichtman Captt>l Putncn IV SO.OO """"'.... .." 0.17% 0.00 0.00 0.00

JP MorganJP~forgan Iofr.l5trucrun: 20.00 l~ 18.48 0.64% 0.00 0.00 000JI' Morgan Asi2n InfnsttucNn' 36.00 """"".... ... 0.2·W• 0.00 0.00 0.00

Pharos 90.00 Cornnwn.d 63,801 2.22% 0.00 0.00 0.00Ashmore GSSF 4 70.00 CQmm.llO'd 59.83 2.08% 0.00 0.00 0.00HM Capital P:u-mers 50.00 C""""",ned 35.05 1.22% 0.00 0.00 0.00Yd1owstone Capital 10.00 c.m",.... 2ll 0.07% 0.00 0.00 0.00BankCap Partners 20.00 Co~"'" 17.28 0.60% 0.00 0.00 0.00

Tot:tl PrivatI: Equity 432.25 15.00"10 410.77 14.25% 21.·18

Glob"! NaDlral RUQurcCl

Euetgy [.qUlly Orlc:ms Capital 37.46 1.30% 38.48 1.,..·1. 1.10 1.60 1.02Euerl;)' EqUIty Mitchell Group 37.46 1.30% ".... 1.:Ht;. I.IU 1.60 2.08

Global W"cr Slr.:llcgy 'AM 34.58 1.:zoe/. 3m 1.1...". 1.00 I.SO (1.31JGIotnI Enmonmrnttl Tt'Chnol~StnlttlO' RCM 34.58 1.2lr/. 29.26 1.02"" 1.00 I.SO (5.32)

1lud$on Clean Energy 25.00 1030 056'10

,\gncuINni InVC'lItlllcfltI H:mrock Agrieultunl 51.81 1.80"1. 11.89 2.4~J.

Domouc "unbaland Fornt Invnunenl Associates 46.11 1.60'10 45.95 1.59'10Gklbal T IIlIbcrbod RMK Timberl:md Group 46.11 1.60'10 44.11 1.53%

Tow Global Naw.nJ Re:tCltUttJ ,..." 10.00-100 31230 1O&ol~'" 24.13

~~h.'.' .-..111gb Ydd GJoIW Hull lDcomc W.R. Huff High '1i'idd 86..45 3.<m'. 101.49 3.5~. '00 '.00 15.l»

C>pponwusuc Global Facd I.DCOIDC loomis Sa~iC':5 1.f.4.08 5-00"/. 147.71 5.1.3"-. '.00 .00 3.'"

lnvaaoeDt Gr:ack c:.i1obal F"al'd Inrome Mondrian ln~-ntmentpwt.ncfS 72... 2.SO'Io 74.69 "'... '00 3.00 2.65IDYl:ttmenl Code: GkJbII F"1Ud Iocornc: Br.tndyv.inr 72." LSO-/. !1.15 282% 200 3.00 921

5cnIof Bank l.uam """= 57.63 2.00'10 39.66 IJO"Io

~MarkctDdM ........... 57.63 ,"'" 76.50 2.65%Highland ~uI

........<- I-hf;himd Crusada- Fvud 57.63 ,"'" 21.00 0.7)%

M>oIIioIl-eJ""""'" DctM l-figbbnd Cn:dn 0pp0nurutJc:S. L.V ,..., uXJ".... 11.26 o.",.~.

TouJ QobaJ~ Income 576.32 '1100'10 553.56 19.21·/. (227<

liM.Bridgewater 71.98 "'0'10 46.13 1._ 220 ,... (51.15;G~ J\ucI: AUoa_

Glomi .\$setA~_ Mdkm 95.10 3.JO% 3... 1.3''10 230 '30 (56.u:.

GIolW Mscl AIoc:Iuon GMO 95.10 3..JQ-/. 49.13 1.73·... 230 '.30 (45.37)

TotalGAA ,..." 10"'" aU4 .0(.67% {153.61,

REAl ESTATEAll Rul Estate 51&.70 11l~'" 703.09 24AO-I. 16.00 20.00 18·U9

Total Real EsUite' 518.70 UUIOD/. 703.09 1A.4W. 16.00 20.00 1B2..l'

SHQRTTEBMINYESDMENITS 0.00 O.lX)"J. 75.03 2_ 0.00 0.00 75.03

Total Asset!: 2.881.69 100.00"/. 2,881.69 100.00-/. 0.00

1. T. Rowe Price to New GkJbal Growth manager (Walter Scott - pending)

2. Northern Trust Transition to New Global Value manager (T.....dcwinds - pending) and cash

3. Alliance Large Cap to Alliance Global Strategic Value

70f 12

Real Estate Portfolio

Dallas Police & Fire Group Trust

ASSET ALLOCATION AS OF 11/10/2009

Percentage ofTotal Loan Net Real Estate

Real Estate Manager Market Value Program Equity Assets

Separate Account ManagersINVESCO 50,378,145 27,054,500 23,323,645 3.32%Kennedy Associates 42,270,490 0 42,270,490 6.01%L & B Real Estate Advisors lLP 107,980,228 36,120,000 71,860,228 10.22%Capmark Investments (GMAC) 31,526,000 31,526,000 0 0.00%Land Baron 107,342,656 94,656,987 12,685,669 1.80%Criswell Radovan 76,777,562 24,000,000 52,777,562 7.51%Luciana Lots 12,048,891 0 12,048,891 1.71%CDK Realty Advisors 544,992,872 151,079,513 393,913,359 56.03%Kundson Luxury Housing 129,333,611 105,000,000 24,333,611 3.46%

Subtotal 1,102,650,456 469,437,000 633,213,456 90.06%

Opportunistic PartnershipsHearthstone eMSl11 Homebuilding) 0 0 0 0.00%Crow Holdings Realty Partners II 144,044 0 144,044 0.02%Oaktree Capital Management (OCM Fund B) 2,687,267 0 2,687,267 0.38%Olympus Real Estate Fund II & III 3,246,840 0 3,246,840 0.46%Hudson Advisors (Lone Star I,ll, III,IV,V, VI. Real Estate) 63,797,438 0 63,797,438 9.07%

Subtotal 69,875,589 0 69,875,589 9.94%Total Real Estate 1 172 526,045 469437000 703089045 100.00%

Total Real Estate with Loan Program (net) I $703,089,0451Total Fund Market Value I $2,881,690,0001

Target Value ($ and % )Market Value ($ and %)Variance from Target

$$518,704,200$703,089,045

$184,384,845

8 of 12

%18,00%24.40%6.40%

Regular Board MeetingThursday, November 12, 2009

6. Investment and fmancial reports (continued)

c. After discussion, Mr. Tomasovic made a motion to receive and file theperformance report unaudited draft. Mr. McCollum seconded the motion,which was unanimously approved by the Board.

d. After discussion, Mr. McCollum made a motion to receive and file theunaudited statements of net assets available for benefits for the periodending September 30, 2009. Mr. Tomasovic seconded the motion, whichwas unanimously approved by the Board.

* * * * * * *

7. Staff and Board Members' reports on due diligence meetings, seminarsand/or conferences attended

Reports were given on the following meetings. Those who attended are listed.

a. Conference:Dates:

ASPO 2009 International Peak Oil Conf.October 11-13,2009

Messrs. Brown, McCollum, Taylor, and Elass

b. Conference:Dates:

NCPERS: Public Safety ConferenceOctober 11-14, 2009

Messrs. Salinas, Wachsman, and Tettamant

c. Conference:Dates:

Texas Bar CLE: Advanced Real Estate StrategiesOctober 15-16, 2009

Messrs. Shaw, Davenport, and Mond

d. Conference:Dates:

DPFP Annual Board & Staff WorkshopOctober 19-22, 2009

Messrs. Allen, Brown, Mays, McCollum, Neumann, Salinas, Shaw,Tomasovic, Umlor, Wachsman, Tettamant, Rohan, Blake, Taylor,Davenport, Mond

e. Conference:Dates:

Napa Executive Board Mtg (9 - VotingOctober 23,2009 (via conference call)

Messrs. Brown, Shaw, Tettarnant, and Taylor

90fl2

Regular Board MeetingThursday, November 12, 2009

7. Staff and Board Members' reports on due diligence meetings, seminarsand/or conferences attended (continued)

f. Conference:Dates:

Bankcap Partners Committee MeetingOctober 26, 2009

Messrs. Tomasovic and Blake

g. Conference:Dates:

Invesco Real Estate Client ConferenceNovember 3-5,2009

Messrs. Brown and Shaw

h. Conference:Dates:

Napa Executive Board Meetingovember II, 2009

Messrs. Brown, Shaw, Tettamant, Taylor, and Elass

After discussion, Mr. Wachsman made a motion to receive and file the reports.Mr. Umlor seconded the motion, which was unanimously approved by theBoard.

* * * * * * *

8. Approval of amendment to Hudson Clean Energy contract

Mr. Tettamant explained that the System committed a total of $25 million toHudson Clean Energy Partners, L.P., a private equity fund that invests in cleanand renewable energy, out of which, approximately $10.3 million has alreadybeen funded.

In August 2009, the limited partner advisory committee approved extending thefund's closing until August 31, 2009 for three prospective institutionalinvestors, two of which closed and became limited partners and one of whichverbally committed to the fund by such date.

The new investors negotiated modifications to the partnership agreement thatare favorable to all the limited partners including the System. These changesinclude giving the LP Advisory Committee the power to (I) approve certaintypes of investments by the partnership and (2) approve related party contractsbetween the partnership and affiliates of the general partner of the partnership.On October 29, 2009, the general partner requested that the fund's limitedpartners approve these modifications to the limited partnership agreement of theFund.

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Regular Board MeetingThursday, November 12, 2009

8. Approval of amendment to Hudson Clean Energy contract (continued)

After discussion, Mr. Wachsman made a motion to approve the amendment tothe Hudson Clean Energy partnership agreement. Mr. Dmlor seconded themotion, which was unanimously approved by the Board.

* * * * * * *9. Required Open Government Training

a. Open Meetings Actb. Public Information Act

Trustees and staff viewed the videos prepared by the Texas Attorney General'sOffice to fulfill Sections 551 and 552 of the Government Code which requireevery trustee to have at least one hour of training on the Open Meetings Act andat least one hour of training on the Public Information Act.

No motion was made.

*******

C. BRIEFING ITEMS

I. Reports and concerns of active members and pensioners of the DallasPolice and Fire Pension System

No members or pensioners requested to brief the Board regarding concerns.

No motion was made.

********

2. Administrator's report

a. Associations' newsletters• TEXPERS Outlook (October 2009)• NCPERS Monitor (October 2009)

b. Letter from State Representative Vicki Truittc. Future continuing education and investment research programs and

conferences

Mr. Tettamant briefed the Board on the Administrator's report items.

II of 12

Regular Board MeetingThursday, November 12,2009

2. Administrator's report (continued)

Mr. Shaw made a motion to receive and file the Administrator's report. Mr.Tomasovic seconded the motion, which was unanimously approved by theBoard.

* * * * * * *The meeting was recessed at 12:14 p.m.

The meeting was reconvened at 1:00 p.m.

* * * * * * *

The meeting lost a quorum at I:45 p.m. during the viewing of the Open GovernmentTraining videos as most of the Trustees had already fulfilled the training requirement.

No motion to adjourn was made.

[signature]

Gerald BrownChairman

ATTEST:

[signature]

Richard L. TettarnantSecretary

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