California Code of Regulations › Title 2 - Administration › Division 1 - Administrative Personnel › Chapter 2 - Board of Administration of Public Employees' Retirement System › Subchapter 1 - Employees' Retirement System Regulations › Article 2 - Administration › Section 559 - Disclosure of Placement Agent Fees, Gifts and Campaign Contributions

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) Definitions:
(1) Amendment. Amendment means any
					 modification to an agreement with an External Manager (including by a vote,
					 consent, or waiver by the limited partners/investors or a subset of the limited
					 partners/investors, or separate side agreement or amendment to a side
					 agreement) to continue, terminate, or extend the term of the agreement or the
					 investment period, increase the commitment of funds by CalPERS, or increase or
					 accelerate the fees or compensation payable to the External Manager.
(2) CalPERS Vehicle. CalPERS Vehicle means a
					 corporation, partnership, limited partnership, limited liability company,
					 association or other entity either domestic or foreign, constituting or managed
					 by an External Manager in which CalPERS is the majority investor and that is
					 organized in order to invest with, or retain the investment manager services of
					 other, External Managers, i.e., a fund of funds.
(3) CalPERS Vehicle Manager. CalPERS Vehicle
					 Manager means the general partner, managing member, or investment manager of a
					 CalPERS Vehicle.
(4) Consultant.
					 Consultant means an individual or firm, and includes an individual designated
					 in a CalPERS contract as a key personnel of a Consultant firm who is
					 contractually retained or has been appointed to a pool by CalPERS to provide
					 investment advice to CalPERS but who do not exercise investment
					 discretion.
(5) External Manager.
					 External Manager means either of the following:
(A) A Person who is seeking to be, or is,
					 retained by CalPERS or by a CalPERS Vehicle to manage a portfolio of securities
					 or other assets for compensation, or
(B) A Person who manages an Investment Fund
					 and who offers or sells, or has offered or sold an ownership interest in the
					 Investment fund to CalPERS or a CalPERS Vehicle.
The External Manager usually has full discretion to
						manage CalPERS assets, consistent with investment management guidelines
						provided by CalPERS and fiduciary responsibility. A CalPERS Vehicle Manager is
						an External Manager.
(6) Investment Fund. Investment fund means a
					 private equity fund, public equity fund, venture capital fund, hedge fund,
					 fixed income fund, real estate fund, infrastructure fund, or similar pooled
					 investment entity that is, or holds itself out as being, engaged primarily, or
					 proposes to engage primarily, in the business of investing, reinvesting,
					 owning, holding, or trading securities or other assets. Notwithstanding the
					 above, an investment company that is registered with the Securities and
					 Exchange Commission pursuant to the Investment Company Act of 1940
					 (15 U.S.C. Sec.
					 80a-1 et seq.) and that makes a public
					 offering of its securities is not an investment fund.
(7) Person. Person means an individual,
					 corporation, partnership, limited partnership, limited liability company,
					 association or other entity (whether domestic or foreign).
(8) Placement Agent. Placement Agent means
					 any Person directly or indirectly hired, engaged, retained by, or serving for
					 the benefit of or on behalf of an External Manager or an Investment Fund
					 managed by an External Manager, and who acts or acted for compensation as a
					 finder, solicitor, marketer, consultant, broker or other intermediary in
					 connection with the offer or sale to CalPERS or a CalPERS Vehicle either of the
					 following:
(A) In the case of an External
					 Manager within the meaning of section (a)(5)(A), the investment management
					 services of the External Manager, or
(B) In the case of an External Manager within
					 the meaning of section (a)(5)(B), an ownership interest in an investment fund
					 managed by the external manager.
Notwithstanding the above, a Placement Agent shall not
						include any individual who is an employee, officer, director, equity holder,
						partner, member, or trustee of an External Manager who spends one-third or more
						of his or her time, during a calendar year, managing the securities or assets
						owned, controlled, invested or held by the External
						Manager.
(9)
					 Placement Agent Information Disclosure. Placement Agent Information Disclosure
					 is defined in subsection (b)(1).