Placement Agent Policy

PURPOSE

The purpose of this policy is to establish the Placement Agent Policy for the Sacramento County Employees’ Retirement System (SCERS) as required by California Government Code Sections 7513.8–7513.95.

POLICY

In furtherance of its fiduciary duties and Master Investment Policy Statement, SCERS has a responsibility to enhance the transparency of its Investment Program and ensure that its investment decisions are made solely on the merits and reasonable prudence of each investment opportunity. All SCERS staff, consultants, and external investment managers
and manager candidates will comply with the disclosure guidelines and requirements set forth herein regarding placement agent activities.

APPLICATION

This policy shall apply to all placement agents, current SCERS investment managers and investment managers being considered by SCERS for an investment management engagement, i.e., any “placement agent” or “external manager” for an “investment fund” or “investment vehicle” as those terms are defined in the Government Code.

A. External Managers shall:

1. Provide the following information to SCERS promptly upon request:

a. Whether the external manager or any of their principals, agents or affiliates has compensated or agreed to compensate, directly or indirectly, any placement agent(s) in connection with any investment or proposed investment by SCERS.

b. A resume for each officer, partner, or principal of the placement agent(s) detailing their education, professional designations, regulatory licenses and investment and work experience. It should be specifically noted if any such individual is a current or former SCERS Board Member, employee or consultant, or a member of the immediate family of any such person.

c. A description of any and all compensation of any kind provided or agreed to be provided to the placement agent(s), including the nature, timing, and value thereof.

d. A description of the services to be performed by the placement agent(s).

e. A statement as to whether the placement agent(s) are utilized by the external manager with all clients or prospective clients or with only a subset of clients or prospective clients.

f. Whether any current of former SCERS Board Member, employee or consultant suggested the retention of the placement agent(s).

g. Whether the placement agent(s) or any of their affiliates are registered with the Securities and Exchange Commission or the Financial Industry Regulatory Association, or any similar regulatory agency in a country other than the United States, the details of such registration, or an explanation of why no registration is required.

h. Whether the placement agent(s) or any of their affiliates are registered as a lobbyist with any state or national government.

2. Provide an update of any changes to the information required above (collectively, Placement Agent Disclosure Information) within thirty (30) days of the occurrence of the change in information.

3. Agree to incorporate compliance with the Placement Agent Policy in the investment management engagement with SCERS.

4. Require any placement agent(s) acting on their behalf in connection with any investment or potential investment by SCERS to disclose to SCERS any campaign contribution or gift made by the placement agent(s) to any member or former member of the SCERS Board, SCERS Staff or any SCERS consultant during the prior twenty-four (24) month period or while continuing to receive any compensation in connection with a SCERS investment.

5. Fully cooperate with SCERS Staff in monitoring and assuring compliance with the Placement Agent Policy.

B. SCERS’ Staff and consultants shall:

1. Assure that an agreement to comply with the Placement Agent Policy is incorporated in all current and future investment management engagements.

2. Ensure that all external managers complete and submit the Placement Agent Disclosure Form to SCERS in a timely manner. SCERS has developed a Placement Agent Disclosure Form (Form) to supplement this policy that is designed to capture the data and information described in this section. The Form must be presented to all external managers, and completion is a requirement for SCERS to enter into any formal investment agreement.

3. Confirm that the external manager is solely responsible for any fees, compensation or expenses for any placement agent(s), and that SCERS will not pay any such items either directly or indirectly.

4. Provide the SCERS Board with the Placement Agent Disclosure Information prior to any investment decision by SCERS with respect to the external manager.

5. Promptly advise the SCERS Board of any material violation of the Placement Agent Policy.

6. Compile an annual report regarding the names of placement agent(s) by each external manager.

C. Sanctions in the event of a material omission or inaccuracy in the Placement Agent Disclosure Information, or any other material violation of the Placement Agent Policy, may include but not be limited to:

1. The reimbursement to SCERS of any management or investment advisory fees for one (1) year, or an amount equal to the amounts paid or promised to be paid to the placement agents, whichever is greater.

2. Immediate termination of the investment management engagement without penalty, or withdrawal without penalty from the limited partnership, limited liability company, or other investment vehicle.

3. A prohibition against the placement agent(s) or external manager from soliciting new investments from SCERS for up to twenty-four (24) months.

4. The SCERS Board shall determine which sanction(s) will apply in a given case based on the nature of the violation of the policy and any other relevant legal parameters.

D. All parties are responsible for implementing, monitoring and complying with this policy and should consider its intention and spirit as well as literal expression. In cases where there is any ambiguity or uncertainty as to whether a disclosure should be made pursuant to the policy, disclosure is required.

AUTHORITY

California Government Code Sections 7513.8–7513.95

RESPONSIBILITIES

Executive Owner: General Counsel

POLICY HISTORY

08/19/2026 – Board amended policy

06/21/2023 – Board amended policy

05/19/2021 – Board to reaffirm with minor corrections

08/01/2018 – Renumbered from 045

12/20/2017 – Board affirmed in revised policy format

07/20/2016 – Board amended policy

06/17/2010 – Board amended policy

06/18/2009 – Board approved policy

SCERS Policy No. 019