NJPension EndOfAugust

Date: Thursday, October 13, 2011
Location: N.J. State Museum Auditorium 205 West State Street, Trenton, NJ 08608
New Jersey State Investment Council Agenda

10:00 AM: Regular Meeting, Open to Public
AGENDA FOR REGULAR MEETING Roll Call and Notice of Meeting
1. Approval of Minutes for Regular Meeting held July 21, 2011 2. Election of Chair and Vice Chair 4. Directors Report/Update
3. Appointment of members to Executive Committee, Audit Committee and IPC Committee 5. Private Equity/Bank Loan Fund Investments a. Sterling Capital Partners b. AnaCap c. TPG d. Tenaya VI 6. Real Estate Investments a. Wheelock 7. Hedge Fund Investments a. Value Act Capital Partners II b. Brevan Howard Master Fund c. Elliott Associates d. Winton Futures Fund (add-on) e. Centerbridge (add-on) f. Asian Century Quest Fund (add-on) 8. Fiscal 2011 Proxy Voting Summary 11. Opportunity for Public Comment 10. Report from the State Treasurer
9. Report from Audit Committee on fiscal 2011 audit
ADJOURNMENT
New Jersey State Investment Council

July 21, 2011 Regular Meeting Minutes Minutes of the Regular Meeting Held July 21, 2011 at 2:00 PM at 50 West State Street, 1st floor conference room. Council Members in Attendance: Robert Grady, Chair (Telephonic) Marty Barrett Brendan T. Byrne, Jr. James Hanson, II (Telephonic) Guy Haselmann (Telephonic) James Joyner James Kellogg (Joined telephonically at 2:15 during discussion of the minutes) James Marketti Peter Maurer Timothy McGuckin Jeffrey Oram (Telephonic) The Regular Meeting was called to order by Chair Grady at 2:02 PM. Roll Call and Meeting Notice Ms. Christine Eckel performed roll call and reported that notice of the Regular Meeting scheduled for July 21, 2011 was posted on the Divisions website and faxed to the Times of Trenton, the Star-Ledger, the Bergen Record, the Courier Post and the Secretary of State on July 13, 2011. A copy of the notice was posted at the Division and is on file. Chair Grady motioned to appoint Ms. Eckel as Council Secretary. Council Member Barrett seconded the motion and all were in favor. Chair Grady also welcomed new Council Members, Mr. James Joyner ( representing TPAF) and Mr. Peter Maurer(representing PERS), as well as returning Council Member Marty Barrett (representing PFRS). Chair Grady also announced the upcoming resignation of Council Member Kellogg, effective July 31, 2011. He thanked Mr. Kellogg for his extraordinary service to the Council, with his many contributions, insight and wisdom. Approval of Minutes for Special Meeting held June 30, 2011 Chair Grady and Council Members Kellogg and Byrne noted some changes to the Minutes for the special meeting held on June 30, 2011. A motion was made by Chair Grady to approve the minutes as amended and Council Member Bryne seconded the motion. Council Members Barrett, Joyner and Maurer abstained from the vote since they were not present at the meeting. All Council Members voted in favor. Directors Report for June 2011 The Directors report for June 2011 was not available due to the additional time required to affect the fiscal year end accounting close.
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July 21, 2011 Regular Meeting Minutes
Approval of amendments to the State Investment Council By-Laws Chair Grady noted that the proposed amendments to the State Investment Council By-Laws reflected the changes to the Council membership based upon a statute enacted at the end of June. Council Member Marketti pointed out an incorrect cross-reference between sections in the document. Chair Grady motioned to approve the By-Laws as amended by Council Member Marketti. The motion was seconded by Council Member Oram. All Council Members voted in favor of the motion. Approval of adopted amendments to N.J.A.C. 17:16-22 and 45 Director Walsh stated that the Division had not received any comments on the proposed amendments to N.J.A.C. 17:1622 and 45 and the Council Members were presented with the notices of adoption and a resolution for approval. Council Member Haselmann motioned to approve the resolution adopting amendments to N.J.A.C. 17:16-22 and 45. The motion was seconded by Council Member Byrne. All Council members voted in favor of the motion. [See attached resolution] High Yield allocation Director Walsh gave a brief overview of the high yield fixed income asset class. In 2008, the Division recommended to the Council that $2 billion be allocated to this class, and the Division engaged several external investment advisors to provide non-discretionary investment advice. At the time the initial portfolios were established, the amount allocated to the portfolio advised by Logan Circle, one of the external advisors, was limited to $100 million based upon the firms assets under management. Director Walsh informed the Council Members that the portfolio account for which Logan Circle will be providing investment advice may be increased up to $300 million due to the growth of their assets under management and performance to date. Commission Soft Dollar Expenditures Director Walsh gave a brief overview on the Divisions Commission Soft Dollar expenditures. Director Walsh stated that this is money that is used to fund mainly Information research and brokerage services. As part of its effort to reduce overall expenditures, the Division anticipates that it will reduce the value of services paid through soft dollars by approximately 10% for fiscal year 2012.
Real Asset Investment Blackstone Resources Select John Nicolini of SIS, the Divisions consultant, presented the proposed $250 million investment in Blackstone Resources Select Fund (BRSF) to the Council. He advised the Council that this fund is a means to increase commodities exposure through a customized, long-biased portfolio which trades across energy, metals and agriculture. BRSF has an annualized return since inception of May 2007 through May 2011 of 10.65% net vs. 2.39% for the BXCI, -2.33% for the GSCI and 0.19% for the DJ-UBS. Chairman Grady commented that the 0.80% management fee with no carry was better than market for fund of fund products, and is a reasonable fee structure. In response to Chair Gradys question, Director Walsh stated that the Divisions target allocation for real assets is 4% or $1.5 billion for fiscal year 2012. Chair Grady noted that BSRF would be investing in Astenbeck Commodities Fund, and the Pension Fund was investing in that fund directly as well. Mr. Nicolini responded that 22% of BRSF will be invested in Astenbeck active management portfolio custom strategy, which is different from the stand alone investment in 2|Page

July 21, 2011 Regular Meeting Minutes Astenbeck Commodities Fund, which is a Hedge Fund. Chair Grady informed the Council that the Investment Policy committee had discussed this investment and found the Divisions due diligence to be adequate and appropriate. Council Member Marketti went on record as opposing the Investment and made a motion to reject the investment. Council Member Maurer seconded the motion. The motion was rejected by a vote of 2-9, with Council Members Marketti and Maurer voting in favor of the motion.
Real Estate Investment Blackstone Real Estate Partners VII Kevin Lynch of The Townsend Group presented the proposed $300 million investment in Blackstone Real Estate Partners VII (BREP VII). BREP VII will seek to invest in distressed portfolios or assets where either the capital structure is broken, the real estate is undermanaged or the current owner is a motivated seller. BREP VII is a follow on to Funds V and VI which are both in the top quartile of fund performance. Participants in the first closing will receive a management fee reduction of 25 basis points to 1.25%, in addition to a management fee waiver for 4 months which equates to a savings of about $1.25 million. Chair Grady informed the Council that the Investment Policy committee had discussed this investment and found the Divisions due diligence to be adequate and appropriate. Council Member Marketti went on record as opposed to the Investment and made a motion to reject the investment. Council Member Maurer seconded the motion. The motion was rejected by a vote of 2-9, with Council Members Marketti and Maurer voting in favor of the motion. Election of Nominating Committee Members Chair Grady nominated Council Members Oram, Haselmann and McGuckin as members of the nominating committee. All Council Members voted in favor of the nominated slate. Chair Grady requested that the committee present its nominations for Chair and Vice Chair at the September 2011 meeting. Treasurers Report Steve Harris stated that there was no report from the Treasurer. Opportunity for Public Comment Mr. Miskowski made a comment that he would like to discuss the issue of International FX Rates and Custodial Banks at the September Council meeting. Chair Grady motioned to adjourn the meeting, with Council Member Oram seconding the motion. All voted in favor. The meeting was adjourned at 3:50 pm.
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DIVISION OF INVESTMENT Market Update/Diversification Benefits

Tim Walsh, Director New Jersey Division of Investment October 13, 2011
June 30, 2011 & FYTD Performance

Pension Fund Performance (1) Versus Benchmark 1 month QTD Common Fund A (Domestic Equity) with Cash, Hedges, Miscellaneous vs. S&P 1500 Composite Equi ty Onl y (Ex Cash) Equi ty Onl y-Di versi fi ed Fund Equi ty Onl y-Concentrated Fund Common Fund B (Domestic Fixed Income) with Cash, Hedges, Miscellaneous vs. Barclays Long Gov/Credit vs. Common B Custom Benchmark (2) Corporates, Treasuri es, Agenci es TIPS Barclays US Infl-Linked Bond Index Hi gh Yi el d Barclays High Yield Index Common Fund D (International Equity) with Cash, Hedges, Miscellaneous vs. Custom International Equity Markets Index vs. MSCI All World Country Index (ex US) Devel oped Markets Equi ty Custom International Equity Developed Markets Index (ex Canada) MSCI EAFE Emergi ng Markets Equi ty Custom International Equity Emerging Markets Index MSCI Emerging Markets Common Fund E (Alternative Investments) with Cash, Hedges, Miscellaneous Hedge Funds (May & June) HFRI Fund of Funds Composite (May & June) Pri vate Equi ty Cambridge Associates (Data only available quarterly) Real Estate NCREIF(NPI) (Data only available quarterly) Real Assets/Commodi ti es DJUBS TR Index Mortgage-Backed Securities vs. Barclays MBS Police & Fire Mortgage Program Cash Mgt. Fund (3) vs. US Treasury Bills (3 month)
(4) (4)
CYTD -0.19 0.02 -0.06 0.04 -0.26 3.29 3.30 6.20 6.30 6.61 6.51 6.93 4.34 3.28 3.71 3.91 6.63 5.84 10.19 4.97 2.38 3.80 4.34 4.98 -0.07 0.88 10.25 3.54 3.24 16.61 13.43 12.42 7.43 4.79 -2.58 2.13 2.87 3.84 0.14 0.06
FYTD 32.47 31.65 33.40 32.47 35.68 5.98 3.20 3.98 4.68 8.35 7.78 21.27 15.63 25.58 29.73 27.04 30.36 27.99 27.80 17.69 10.69 7.13 21.68 21.33 17.55 16.73 28.25 25.91 4.23 3.77 5.90 0.33 0.14
-1.96 -1.70 -1.93 -1.95 -1.93 -0.73 -1.86 -1.42 -1.23 1.14 0.83 0.89 -0.97 -1.50 -1.50 -1.45 -1.24 -1.45 -1.25 -1.37 -1.68 -1.54 4.34 -0.65 -1.08 7.45 5.39 11.33 3.94 -5.36 -5.04 0.28 0.09 0.96 0.02 0.01
3.38 3.42 5.12 3.71 2.40 1.05 0.22 -4.11 0.38 0.64 -4.20 1.56 -0.55 -3.84 -1.15 4.79 -0.65 0.03 10.67 5.39 7.89 3.94 -5.41 -6.73 1.37 2.28 1.81 0.06 0.02
Total Pension Fund Total Pension Fund ex Police and Fire Mortgages Total Fund Benchmark (4)
(1) (2) (3)
-0.31 -0.33 -1.00
1.86 1.86 1.58
5.31 5.34 4.619
17.79 18.03 17.03
Figures are unaudited and are subject to change 83.5% BC Gov/Credit Long and 16.5% BC US Inflation Link Bond Index (TIPS) The cash aggregate comprises the seven plan cash accounts
New Jersey Division of Investment
Fiscal Year 2011 Summary

Total Fund ex Police and Fire Mortgages returned 18.03%, outperforming benchmark by 100 bps. Total assets at the end of the Fiscal Year were $73.7 billion, up $6.9 billion from the start of the fiscal year net of pension payments. Domestic Equity, Fixed Income, Commodity, Private Equity, Real Estate and Hedge Fund portfolios all outperformed benchmarks, while International Equity underperformed. An overweight to Domestic Equity and an underweight to fixed income benefited performance for the fiscal year
New Jersey Division of Investment Risk vs. Total Returns of Master Trusts - Public Plans > $10 Billion 5 Years Ending June 30, 2011
Total Pension Fund ex Police Median
Risk Value Risk Rank 11.15 80* 12.93
Return Value 5.23
Return Rank 37* 4.89

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*100th Risk Rank is best, 1st Risk Rank is worst; 1st return rank is best, 100th return rank is worst.
Portfolio update 9/30/11

** SEPTEMBER AND FISCAL YEAR TO DATE PERFORMANCE AND ASSET VALUE DATA IN THIS UPDATE IS ESTIMATED AND SUBJECT TO CHANGE. Key Portfolio Developments
Environment has been challenging for all internally managed portfolios Added approximately $750 million of equity exposure through ETFs during September as part of rebalancing ($425 million of Developed Markets non-US, $200 million of Emerging Markets, and $125 of Domestic equity exposure.) As part of the International Equity Portfolio rebalance, we initiated a number of option trades that have worked in our favor. We have collected approximately $10 million on these trades and would collect approximately $6 million more if we closed out the remaining positions. Added $182 million of commodity exposure through ETFs. Hedged a majority of $100 million of gold exposure at opportune levels. Transitioned $500 million from actively managed international equity to passively managed international equity Realized $21 million in profits on futures positions in fixed income portfolio Redeemed a total of $50 million from two core real estate portfolios
Total Pension Fund

July Aug Sept Est FYTD Est Total Fund ex P&F Mortgage 0.17% -2.88% -4.24% -6.89% Benchmark 0.30% -4.66% -6.40% -10.49% The Total Pension Fund performance does not reflect full FYTD returns for segments of the portfolio that are reported on a lag (hedge funds, private equity, real estate, some components of real assets/commodities). Once these returns are incorporated, we would expect Total Fund performance to decline and the alpha over the benchmark to decrease. The Fund has benefited FYTD from a number of asset allocation decisions, including sizable overweights to Treasuries, Cash, and Investment Grade Fixed Income. Within the equity portfolio overweighting US vs. Non-US has also been beneficial. Total estimated assets as of September 30, 2011 were $66.4 billion, down $7.3 billion since June 30th. Since July 1, net withdraws from the Fund for benefit payments were approximately $1.8 billion. New Jersey Division of Investment 4
Domestic Equity
Domestic Equity S&P 1500 July -2.00% -2.21% Aug Sept Est FYTD Est -6.46% -8.24% -15.88% -5.66% -7.45% -14.61%
The Domestic equity portfolio has underperformed the benchmark by 127bps FYTD as both the concentrated portfolio (approx. $5.2 billion) and the index like portfolio ($10.9 billion) lost more than the benchmark. The underperformance has been driven by small overweights and poor stock selection in industrials and materials. Stock selection in Consumer Discretionary and Telecom has also detracted from performance. Stock selection in IT has partially offset the areas of underperformance. The domestic equity allocation began the year as a 2% overweight. The overweight was reduced in August and stood at 66 bps at the end of September.
International Equity
International Equity ACWI ex US ex Prohibited ` The developed markets portfolio has underperformed the benchmarks by 394 bps FYTD. The Emerging Markets portfolio has underperformed by 89 bps FYTD. Within the developed markets portfolio, the actively managed portfolio was the primary source of the underperformance. Within the emerging markets portfolio, three of the four advisors have outperformed the benchmark FYTD. We have taken several actions in response to the under relative performance of the active developed markets portfolio: o We have increased the passive exposure within the developed markets portfolio to 21%. The allocation to passive strategies will continue to increase in the coming months. o We have reduced a portfolios over and under weights relative the benchmark by both geography and sector in an effort to reduce tracking error. The Fund was underweight Non-US Equity by approximately 135 bps at the end of September. The portfolio had a small overweight to Emerging Markets vs. Developed Markets at quarter end. July -1.68% -1.22% Aug Sept Est FYTD Est -9.73% -12.97% -22.76% -8.60% -10.95% -19.60%
Fixed Income
July Aug Sept Est FYTD Est Fixed Income 3.39% 2.56% 2.75% 8.95% Benchmark* 3.18% 3.07% 3.53% 10.10% * 50/50 blend of BC Gov/Credit Long and the BC Gov/Credit
Fixed Income has been the best performing segment of the portfolio on an absolute basis FYTD, producing positive returns in each month. Investment Grade Credit, Treasuries, and TIPS have all produced strong performance FYTD while high yield sold off in August and September. The Funds overweight to Treasuries and Investment Grade Credit has benefited the overall Pension Fund performance for the Fiscal Year. As of October 3rd, duration was 10.13, compared to 10.17 for the benchmark. TIPS are substantially underweight (over $1.0 billion) due to valuations. The underweight has been beneficial as they have underperformed Treasuries and Investment Grade Credit.
Hedge Fund
July Aug Sept Est Hedge Funds* 0.00% 0.76% -3.76% HFRI Fund of Funds* -1.29% 0.41% -2.62% * Monthly returns are on a one month lag with July portfolio performance reported 0% FYTD Est -3.01% -3.52%
Hedge Funds performed well relatively, declining significantly less than the S&P 500 As would be expected in a volatile, down trending market, short biased and Macro managers produced the best returns in the first three months of the fiscal year. Our two systematic macro (CTA) investments, Lynx and Winton were up 11.7% and 6.3%, respectively, based on estimated performance through September 30. Long-biased long/short equity managers have generally produced the worst performance fiscal year to date.
New Jersey Division of Investment 6
Commodities
July 1.16% 2.96% Aug 0.25% 1.00% Sept Est FYTD Est -6.30% -4.99% -14.75% -11.33%
Commodities/RA DJ-UBS Commodity Index
The performance of the Commodity/RA portfolio for September does not include the impact of investments that are not priced daily. We have added to commodity exposure through internal management via ETFs. We have approximately $100 million of exposure to Gold and Gold Miners and added to broad commodity and agriculture ETFs. We are tactically hedging the positions. The portfolio has outperformed the DJ-UBS Commodity Index for the fiscal year by over 500 bps.
First Fiscal Quarter Review:
WHATS GOING ON IN THE WORLD
Global markets were severely challenged from July 1 through June 30. Continued political and debt problems in Europe, particularly Greece, together with Standard & Poors downgrade of US Treasury debt from AAA, led to declines worldwide in equities. The Dow Jones had its worst quarter since the first quarter of 2009 Of Dow 30 stocks, the best performer was McDonalds, up 4.15%. Worst performer was Bank of America, down 44.16% The S&P 1500 was down 14% The EAFE (the international benchmark) was down 18.95% Germany down 30.9%, UK down 16.7%, Italy down 31.2% The MSCI Emerging Market Fund (benchmark for emerging markets) was down 22.49% Brazil down 27.2%, Russia down 28.5%, India down 19.6%, China 26.1%, (BRICs) The DJ UBS Commodity Index was down 13.62% The S&P Financial index was down 25.16% The yield on the 10 and 30 year treasury dropped 120 and 150 bps respectively
US Treasuries had their best quarter returns since first quarter of 2008
30 Year Freddie Mac Mortgage rate 4.01% Shades of hope? There seems to be progress in the Euro Markets, which performed well with the possible resolution of the Greek Debt Crisis. FDIC announces closure of two satellite offices in CA and IL, Worst of banking crisis over?
Asset Allocation September 30, 2011 Estimated

As of September 30, 2011
Asset Class CAP PRES
Sub-Category
Absolute Return HFs
Current Lower FY 2012 Long Term Upper Allocation Limit Target Target Limit 0.6% 0.6% 5.7% 1.0% 1.6% 4.1% 31.9% 22.0% 25.4% 3.0% 2.2% 1.3% 8.8% 7.5% 2.6% 1.9% 4.3% 53.0% 49.0% 24.2% 14.1% 4.5% 3.2% 7.0% 0.0% 2.0%
2.0%
Over/Under Weight
Current Assets 400,619,022
FY 2012 Target $
Over/Under Weight $
3.5%
3.5%
4.5% 9.5%
-1.39% -1.39% 1.20% -0.40% 1.60%
1,304,383,183 1,304,383,183 2,934,210,028 1,303,731,049 1,630,478,979 17,609,172,973 13,043,831,832 1,630,478,979 1,956,574,775 978,287,387 8,152,394,895 2,608,766,366 2,282,670,571 3,260,957,958 35,218,345,946 15,326,502,402 9,782,873,874 3,260,957,958 3,260,957,958 3,587,053,754
(903,764,161) (903,764,161) 782,973,487 (261,731,049) 1,044,704,536 3,206,909,784 3,500,649,405 332,673,604 (520,622,886) (105,790,339) (2,416,333,133) (933,630,545) (1,035,474,021) (447,228,567) (669,133,843) 428,938,104 (572,627,177) (307,261,447) (1,184,951,060) 966,767,737
400,619,022
3,717,183,515
LIQUIDITY
Cash Equivalents US Treasuries
4.5%
2.0% 2.5%
3.7%
2.0% 1.7%
1,042,000,000 2,675,183,515
20,816,082,757
INCOME
Investment Grade Credit High Yield Fixed Income Credit-Oriented HFs Debt-Related PE
27.0%
20.0% 2.5% 3.0% 1.5%
28.0%
20.5% 2.5% 3.5% 1.6%
32.0%
4.92% 5.37% 0.51% -0.80% -0.16%
16,544,481,237 1,963,152,583 1,435,951,889 872,497,048

5,736,061,762
REAL RETURN
Commodities/RA TIPS Real Estate
12.5%
4.0% 3.5% 5.0%
14.1%
4.2% 2.8% 7.1%
17.5%
-3.70% -1.43% -1.59% -0.69%
1,675,135,821 1,247,196,550 2,813,729,391

34,549,212,103
GLOBAL GROWTH
US Equity Non-US Dev Market Eq Emerging Market Eq Equity-Oriented HFs Buyouts/Venture Cap
54.0%
23.5% 15.0% 5.0% 5.0% 5.5%
50.6%
18.3% 14.2% 4.8% 7.0% 6.3%
59.0%
-1.03% 0.66% -0.88% -0.47% -1.82% 1.48% Total

P+F Total Inc P&F
15,755,440,506 9,210,246,697 2,953,696,511 2,076,006,898 4,553,821,491 65,219,159,159 1,140,509,154 66,359,668,313
Fixed Income 9-30 Update
Description IG Corp YTM of 2.5% or less IG Corp YTM of 2.5% to 4%

IG Corp YTM 4% and over Municipals (Taxable, BABs) Sov & Agcy Other IG Credit (MBS, etc.) HY Corporates HY Loans/ Alternative Inv.
Total without UST

US Treas YTM of 2.5% or less US Treas YTM of 2.5% to 4%
Est. Market Value Avg Yield To (09/30 EOD) Maturity 765,179,786.35 2.084 4,193,849,101.92 3.259 6,298,910,775.08 4.743 1,503,072,512.95 5.228 2,545,142,603.89 3.696 1,246,110,945.92 4.025 761,438,345.88 9.630 1,193,929,748.00 11.000 18,507,633,820.00 1,397,624,142.00 2,513,050,191.63 22,418,308,153.63
2.345 3.286
Avg Mty 5.1 yrs 10.4 yrs

20.9 yrs 27.7 yrs 9.9 yrs 5.75 yrs 7 yrs 4 yrs
Income Generated 15,946,602.26 136,689,300.63 298,772,951.50 78,575,142.40 94,070,194.21 50,155,965.57 72,259,954.36 131,332,272.28 877,802,383.21 32,777,361.22 82,580,257.52 993,160,001.94
13.6 yrs 13.9 yrs
Total including UST
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MSCI ALL COUNTRY ASIA INDEX (19902011)

Cumulative Return: -20.2% Annualized Volatility: 21.2%
200 150 100 50 0

Ja n90 Ja n92 Ja n94 Ja n96 Ja n98 Ja n00 Ja n02 Ja n04 Ja n06 Ja n08 Ja n10
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Source: ACQ
Source: MSCI AC Asia Index (MXAS), Morgan Stanley and ACQ. 1/1/1990 through 8/31/2011.
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Ticking Time Bomb?

Leverage In The Real Economy: Total Debt as Percent of GDP (Year End 2010)
600% 500% 400% 300% 200%
50% 250% 200% 150%
Sovereign Health: Government Debt as Percent of GDP (Year End 2010)

In Asia, only Japan, and modestly India, have sovereign health ratios above the global average.
Global average 208%
100%
Global average 68%
100%
Indonesia Russia Mexico Turkey Philippines Brazil South Africa Poland India Hong Kong Thailand Israel Hungary China Australia Malaysia Taiwan Germany Korea Singapore UK Greece Italy Belgium US Portugal Ireland France Spain Japan
Source: ACQ
Source: UBS Investment Bank
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Hong Kong Russia Indonesia Australia Thailand Korea Mexico Brazil South Africa Taiwan Turkey Poland Malaysia China Philippines Spain Germany UK Israel India Hungary France Portugal Ireland Belgium Singapore Italy US Greece Japan
0%
0%
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Tremendous Expected Long Term Growth in Asia

Global Market Capitalization Composition in 2030 (Projected1)
Other EM 9%
100%
MSCI AC World Composition 2010-2030
Europe 14%
Other EM Asia 5% DM Asia 6% India 5%
Asia = 45%
27%
80%
48%
43% 22%
Russia 4% Brazil 3%
60%
40%
6% 2%
11% 4%
13%
20%
44%
42%
38%
N. America 26%
China 28%
0% 2010 2020 2030
US
China
BRICs
Rest of World
Source: ACQ
Source: IMF, World Federation of Exchanges, MSCI, Goldman Sachs Global ECS Research estimates.
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History of Why do we invest in Alternatives?

New Jersey Treasurer John McCormac, a McGreevey appointee, said the council has been unresponsive to calls to reevaluate its strategy even as the pension funds and other investments lost $26 billion over the last 24 months. -excerpt from Bloomberg article from September 2002
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Why do we invest in Alternatives?
1. Diversification, Diversification, Diversification

2. Many investment opportunities can only be accessed through alternative investments. Examples include venture capital, buyouts, bankruptcy
3. Often the best investment talent work at alternative investment firms(incentives work)
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Types of Alternative Investments

We invest in the following types of alternative investments:
Private Equity
Buyouts, Venture Capital, Private Debt
Hedge Funds
Long Short Equity, Global Macro, Event Driven, Credit
Real Estate
Core, Value-Add, Opportunistic
Commodities
Precious Metals (Gold), Agriculture, Energy, Industrial Metals
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Alternative Performance FY To Date Through 6/30/11

June 30, 2010
Allocation $ Hedge Funds Private Equity Real Estate Commodities & Other Real Assets Total Total Contribution Total Distribution Net Contribution $3,377 4,219 1,876 997 $10,469 $2,882,418,837 $2,518,836,169 $363,582,668 Allocation % 5.05% 6.31 2.81 1.49 15.67%
June 30, 2011

Allocation $ $3,911 5,384 2,732 1,192 $13,219 Allocation % 5.30% 7.30 3.71 1.62 17.93%
Alternatives Portfolio has appreciated by approximately $2.4 billion in 12 months

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S&P 500 vs. Hedge Funds

Year
2000 2001 2002 2003
S&P 500
-9.03 -11.85 -21.97 28.36
HFRI Fund Weighted Composite Index1

4.98 4.62 -1.45 19.55
2004
2005 2006 2007 2008 2009 2010 Total Return Annualized Return
1
10.74
4.83 15.61 5.48 -36.55 25.93 14.82 4.61 0.41
9.03
9.30 12.89 9.96 -19.03 19.98 10.25 105.05 6.74
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HFRI Fund Weighted Composite Index measures performance of over 2000 hedge fund managers.
Yields Across US Treasuries as of September 30, 2011

14% 12%
NJ Pension Target Actuarial Rate
10%
8% 6%
8.25%
4%
2%
0.01% 0.24% 1.80%
2.90%
0.90% 0.08%
Yield
0%
3-Month Treas Bills
2-Yr Notes
5-Yr Notes
10-Yr Notes
10-Yr TIPS*
30-Yr Notes
TIPS does not include inflation rate Yield is approximate for informational purposes
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Yields Across Various Equities/Asset Classes as of September 30, 2011

12% 10%
NJ Pension Target Actuarial Rate
8% 6%
4% 2% 0% -2%
8.25%
Yield
* Apples Stock Dividend is 0% ** Mezzanines range is between 9.50% and 14.00% Yield is approximate for informational purposes
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What is the Difference?

Portfolio A
American Tire Distributors Armstrong World Industries, Inc. Bausch & Lomb Incorporated Biomet, Inc. David's Bridal, Inc. Dave and Buster's, Inc. Duane Reade, Inc. EverBank Financial Corp. Lear Corporation Petco Animal Supplies, Inc. The Lion Brewery, Inc. The Neiman Marcus Group, Inc. The Weather Channel Univision Communications Inc.
Industry
Automobiles & Components Capital Goods Health Care Equipment & Services Health Care Equipment & Services Retailing Consumer Services Food & Staples Retailing Banks Automobiles & Components Retailing Food, Beverage, and Tobacco Retailing Media Media
Portfolio B
Goodyear Tire & Rubber Co. Texas Industries, Inc. Boston Scientific Corp. Medtronic Inc. Destination Maternity Corp. Darden Restaurants Inc. Walgreen Company U.S. Bancorp TRW Automotive Holdings Corp. PetSmart Inc. Boston Beer Co. Saks Inc. Westwood One Inc. Time Warner 21
Portfolio A contains private companies we own through Private Equity Funds; Portfolio B is public companies
Private Equity
American Tire Distributors Armstrong World Industries, Inc. Bausch & Lomb Incorporated Biomet, Inc. David's Bridal, Inc. Dave and Buster's, Inc. Duane Reade, Inc. EverBank Financial Corp. Lear Corporation Petco Animal Supplies, Inc. The Lion Brewery, Inc.
Industry
Automobiles & Components Capital Goods Health Care Equipment & Services Health Care Equipment & Services Retailing Consumer Services Food & Staples Retailing Banks Automobiles & Components Retailing Food, Beverage, and Tobacco
Public Equity
Goodyear Tire & Rubber Co. Texas Industries, Inc. Boston Scientific Corp. Medtronic Inc. Destination Maternity Corp. Darden Restaurants Inc. Walgreen Company U.S. Bancorp TRW Automotive Holdings Corp. PetSmart Inc. Boston Beer Co.
The Neiman Marcus Group, Inc.

The Weather Channel Univision Communications Inc.
Retailing
Media Media
Saks Inc.
Westwood One Inc. Time Warner 22
What is the difference?
521 5th Avenue
666 5th Avenue

23
521 5th Avenue is owned by SL Green, a publically traded REIT. SL Green has declined by 51% since the start of 2007.
666 5th Avenue is owned by Carlyle Realty V, a real estate partnership we are invested in which has returned 1.6% since 2007.
24
REITs rated on their executive compensation

Green Street Advisors has ranked most REIT executive compensation and corporate governance practices favorably, however: June 23, 2011
The Wall Street Journal cites a recent review by Green Street Advisors, which
gave the nations real estate investment trusts (REITs) generally high marks for their executive compensation and corporate governance practices. Some, though, were taken to task. For instance, Green Street wrote that SL Green Realtys top executives have been paid more than $100 million over the last three years an amount that is inexplicably high amidst lagging total returns *vs. office peers+ over that same three-year period. In addition, researchers faulted Westfield Groups executive team for being in the $100 million-over-three-years club. The retail property giant defended itself by noting that it lacks comparable firms for performance benchmarks. An SL Green spokesman, meanwhile, noted that total return to shareholders has been strong over the last decade, adding: SL Greens executive compensation program is deeply rooted in a long-term payfor-performance philosophy.
25
BDC Investments
Business development companies (BDCs) raise capital from investors to loan to small and medium sized private comp. They can be either publicly traded or private investment vehicles. After evaluating both publically traded and private BDCs, NJDOI chose to invest in a private BDC in May 2011. The private BDC has a 0.75% management fee and 15% performance fee compared to a 2% management fee and 20% performance fee for the average public BDC. Since NJDOI made its investment, most of the public BDCs are down 10-15%.
26
Skype Owner Silver Lake Made $5 Billion In Microsoft Deal, Sources Say
By Megan Davies As of 7/6/11, NJDOI owned $380 million of Microsoft stock
NEW YORK (Reuters) - Skype's owners, led by private equity firm Silver Lake, will make more than three times their investment - a total capital gain of more than $5 billion - on sale of the company to Microsoft Corp, a source familiar with the deal said on Tuesday. Private equity firms can make spectacular returns on investments if timed and executed right..
New Jersey is an investor in Silver Lake, a Private Equity Fund Silver Lake led an investor group in 2009 to buy Skype from eBay. Skype was acquired for $3.1 billion in November 2009 and sold to Microsoft for $8.5 billion in May 2011. Silver Lake earned 3x its invested capital and produced $2.9 billion in proceeds. The Skype equity gain of over $5 billion is one of the largest in private equity history.
27
Buffett Said to Join Bid for Citigroups Consumer Lending Unit

From: Bloomberg By Donal Griffin - Jul 6, 2011
Billionaire Warren Buffett has joined a group seeking to buy Citigroup Inc. (C)s consumer-lending unit, said two people with knowledge of the talks. Buffetts Berkshire Hathaway Inc. (BRK/A) has teamed with Centerbridge Partners LLC* and Leucadia National Corp. (LUK) to bid for the business formerly known as CitiFinancial, said the people, who spoke on condition of anonymity because the talks with New Yorkbased Citigroup are private. Buffett has said hes looking for acquisitions and has $41.2 billion in cash to back his offer. * We are currently invested in three funds with Centerbridge Partners LLC
28
DIVISION OF INVESTMENT
I N V E S T M E N T R E P O R T I N G PA C K A G E
AUGUST 2011
Actual Allocation vs FY 2012 Investment Plan Target (1) 8/31/2011

Actual Allocation % Absolute Return Hedge Funds & Hedges Total Capital Preservation Cash Equivalents (4) US Treasuries Total Liquidity Investment Grade Credit High Yield Fixed Income Credit Orient Hedge Funds (3) Debt Related Private Equity Total Income Commodities and Other Real Assets (2) TIPS Real Estate Total Real Return US Equity Non-US Developed Markets Equity Emerging Markets Equity Equity Oriented Hedge Funds (3) Buyouts/Venture Capital(2) Total Global Growth Police and Fire Mortgage Program (2, 5) Other Cash and Receivables Total Pension Fund
(1) (2) (3) (4) (2) (3)
Target % 2.0% 2.0% 2.0% 2.5% 4.5% 20.0% 2.5% 3.0% 1.5% 27.0% 4.0% 3.5% 5.0% 12.5% 23.5% 15.0% 5.0% 5.0% 5.5% 54.0% 0.0% 0.0% 100.0%
Difference% -1.4% -1.4% 1.1% 2.0% 3.1% 2.6% 0.1% -0.9% -0.3% 1.5% -1.8% -1.3% -1.0% -4.1% 1.0% -0.4% -0.3% -1.9% 0.9% -0.8% 1.6% 0.1% 0.0%
Allocation$ 438.05 438.05 2,181.43 3,154.00 5,335.43 15,925.03 1,867.51 1,447.92 874.20 20,114.66 1,537.11 1,577.55 2,819.66 5,934.32 17,287.30 10,319.24 3,302.22 2,155.40 4,486.13 37,550.29 1,135.64 85.24 70,593.63
0.6% 0.6% 3.1% 4.5% 7.6% 22.6% 2.6% 2.1% 1.2% 28.5% 2.2% 2.2% 4.0% 8.4% 24.5% 14.6% 4.7% 3.1% 6.4% 53.2% 1.6% 0.1% 100.0%
Figures are unaudited and are subject to change Reflects the most recent market values available Values of July 31 The cash aggregate comprises the four common fund cash accounts, in addition to the seven plan cash accounts
Police & Fire Mortgage Program is not included in target asset allocation, assets are private mortgages that cannot be sold
(5)
Totals may not add equal sum of components due to rounding
Page 1
State of New Jersey Division of Investment August 31, 2011

August 2011 Perfomance
10.00 7.00 12.00
Total Fund as of August 31, 2011

10.81 7.56 6.56 3.53 4.00 2.42 0.04 -1.549 0.00 -2.77 -2.93 -4.66 -4.37 3.47 4.11 4.26 5.22
4.00
1.00 -2.00 -5.00 -8.00 -11.00
2.69 0.269
3.443 1.565 1.767 0.359 0.527
8.00
-6.658 -7.526
-4.00
-8.00
Cap Pres* Liquidity
Income
Global Growth
Real Return
One Month
CYTD
FYTD
1 Year
3 Year
Benchmark
5 Year
10 Year
Return
Benchmark
Total Fund ex P&F Mtg
August Excess Returns

3 2.5 2 1.5 1 0.5 0 2.421 2.076 1.878 1.408
Total Fund Excess Returns as of 8/31/11 4.00

3.25
3.00
2.38 1.73 1.60
2.00
1.00
0.868
0.06
0.00
-0.16
-1.00 Cap Pres* Liquidity Income Global Growth Real Return -2.00 One Month CYTD FYTD 1 Year 3 Year 5 Year
-1.34
10 Year
* Capital Preservation performance includes Absolute Return Hedge Funds. The impact of portoflio hedges is reflected in Fund Performance. Page 2
Pension Fund Performance Versus Benchmark August 31, 2011 1 month FYTD CYTD Common Fund A (Domestic Equity) with Cash, Hedges, Miscellaneous vs. S&P 1500 Composite Equity Only (Ex Cash) Equity Only-Diversified Fund Equity Only-Concentrated Fund Common Fund B (Domestic Fixed Income) with Cash, Hedges, Miscellaneous (6) vs. Common B Blended Benchmark (2) Investment Grade vs. Barclays Long Gov/Credit High Yield Barclays High Yield Index Common Fund D (International Equity) with Cash, Hedges, Miscellaneous vs. Custom International Equity Markets Index vs. MSCI All World Country Index (ex US) Developed Markets Equity Custom International Equity Developed Markets Index (ex Canada) MSCI EAFE Emerging Markets Equity Custom International Equity Emerging Markets Index MSCI Emerging Markets Common Fund E (Alternative Investments) with Cash, Hedges, Miscellaneous (5) (6) Hedge Funds (July) HFRI Fund of Funds Composite (July) Private Equity (4) Cambridge Associates (Data only available quarterly) Real Estate (4) NCREIF(NPI) (Data only available quarterly) Real Assets/Commodities DJUBS TR Index Mortgage-Backed Securities vs. Barclays MBS (5) Police & Fire Mortgage Program (3) Cash Mgt. Fund vs. US Treasury Bills (3 month) Total Pension Fund Total Pension Fund ex Police and Fire Mortgages Total Fund Benchmark
(1) (2)
(1)
1 Year 19.04 19.09 19.75 18.74 22.41 6.36 2.94 6.29 5.57 15.57 8.39 6.56 10.34 7.69 10.01 8.74 9.07 17.38 10.45 6.28 21.67 21.33 17.03 16.73 25.63 25.83 5.18 4.98 5.86 0.30 10.72 10.81 7.56
3 Years 2.00 0.87 2.22
5 Years 2.67 1.16 2.81
10 Year 3.67 3.22 3.72
-6.46 -5.66 -6.47 -6.37 -6.66 2.56 3.07 3.07 4.46 -1.79 -4.00 -9.73 -8.60 -8.57 -10.37 -8.53 -9.03 -8.19 -8.80 -8.94 0.12 0.78 0.40 0.01 0.00 -0.78 0.00 0.25 1.00 0.79 1.25 0.38 0.01 0.01 -2.88 -2.93 -4.66
-8.32 -7.74 -8.37 -8.32 -8.34 6.04 6.35 6.93 9.06 -1.37 -2.89 -11.24 -9.72 -9.82 -11.93 -9.88 -10.48 -8.61 -9.21 -9.34 0.20 0.78 -0.92 -0.03 0.00 -0.82 0.00 1.40 3.99 1.27 2.19 0.38 0.03 0.01 -2.72 -2.77 -4.37
-2.64 -1.93 -2.31 -2.35 -1.99 10.63 9.83 11.56 12.63 8.68 1.94 -9.13 -6.39 -8.05 -6.02 -8.67 -8.55 10.47 4.35 2.29 16.58 13.43 11.51 7.43 6.26 1.31 3.43 5.12 4.24 0.17 0.07 2.45 2.42 0.04
11.47 10.07 11.04 11.00 17.65 11.95 -1.89 -0.97
9.29 7.94 9.04 8.48
7.28 7.30 7.15 7.57
0.13 0.79
5.17 6.89
-0.80 0.29 -0.80 4.00 4.29 -12.29 -2.57 -5.71 -4.50 7.29 7.23 0.66 0.25 3.53 3.50
2.08 1.97 1.67 5.48 10.40 -4.30 3.44 0.84 6.99 6.80 2.05 1.70 4.11 4.26
7.64 6.90 5.81 5.75 2.18 1.95 5.22 6.56
Figures are unaudited and are subject to change Common Fund B Blended Benchmark from 7/1/11 forward is a 50/50 blend of BC Gov/Credit Long and the BC Gov/Credit. Prior to 7/1/11 it was 100% BC Gov/Credit Long. (3) The cash aggregate comprises the seven plan cash accounts (4) Cambridge Associates & NCREIF (NPI) Benchmarks are only reported on a quarterly basis, non quarter-end months are reported as 0% (5) Hedge funds and the Police and Fire Mortgage Program are recorded on one month lag; July performance will be reflected in August (6) Common Fund B and Hedge Fund performance include the effect of transferring a number of bank loan funds from Common Fund E to Common Fund B in Fiscal Year 2009. Trailing Hedge Fund Performance including bank loans funds as of June 30, 2011 as calculated by Hedge Fund Consultant Cliffwater is: 1 Year: 12.88%, 3 Year: 4.27%; 5 Year 5.14%. Page 3
Common Fund A (Domestic Equity) 8/31/2011

Top Holdings Company APPLE INC EXXON MOBIL CORP MICROSOFT CORP JPMORGAN CHASE & CO GENERAL ELECTRIC CO MERCK & CO. INC. PFIZER INC INTL BUSINESS MACHINES CORP PROCTOR & GAMBLE CONOCOPHILLIPS % of Portfolio 4.29 2.73 2.01 1.79 1.61 1.45 1.42 1.24 1.22 1.21
Portfolio Sector Weightings

20.00 18.00 16.00 14.00 12.00 10.00 8.00 6.00 4.00 2.00 0.00
A Fund
S&P 1500
Page 4
Investment Grade Portfolio (Common Fund B) 8/31/2011

Total Return Quality Rating Coupon Yield Duration OAS Convexity Maturity Maturities 0-5yr 5-10yr 10-15yr 15-20yr 20-25yr 25-30yr >30yr Unclassified Ratings Total AAA AA+ to AA AA- to A A- to BBB BBB- to BB Less than BB Unclassified Portfolio 6.18 AA-3 5.28 4.39 9.74 130.31 0.67 14.71 Portfolio 8.23 34.03 18.23 12.66 9.47 15.39 0.99 1.00 Portfolio 100.00 32.03 8.92 23.23 28.70 3.42 1.06 2.56 Benchmark 8.49 AA-2 5.94 4.97 13.35 125.76 1.20 23.47 Benchmark 1.23 0.87 11.96 16.31 13.99 54.08 1.56 0.00 Benchmark 100.00 48.25 5.34 14.12 25.63 6.20 0.47 0.00 Difference -2.31 N/A -0.66 -0.58 -3.61 4.55 -0.53 -8.76 US/T US/S FHLMC AID VZ QHEL T ONT RFC JNJ Issuer Name US TREASURY N/B STRIPS FEDERAL HOME LN MTG CORP GOV'T OF ISRAEL VERIZON COMMUNICATIONS INC HYDRO QUEBEC AT&T INC ONTARIO (PROVINCE OF) RFCSP STRIP PRINCIPAL JOHNSON & JOHNSON Market Value [%] 13.09 3.47 2.83 1.69 1.42 1.37 1.35 1.29 1.20 1.16
Sectors By %
ASSET BACKED, 0.5
AGENCY, 4.0 CMO, 0.7
YANKEE, 10.0
US TREASURY, 23.0 CORPORATE, 54.4 PRIVATE PLACEMENT, 0.2 MORTGAGE PASSTHROUGH, 2.5 MUNICIPAL, 4.7
Benchmark: Barclays US Long Gov/Credit
Page 5
Common Fund D (International Equity) 8/31/2011

Top Holdings % of Company Portfolio ISHARES MSCI EAFE INDEX FUND 6.57 VANGUARD EMERGING MARKETS ETF 5.36 ISHARES MSCE EMERGING MARKETS 4.57 HSBC HOLDINGS PLC 2.09 BHP BILLITON PLC 1.60 RIO TINTO PLC 1.39 ROCHE HOLDING AG GENUSSCHEIN 1.20 GIVAUDAN AG 1.07 XSTRATA PLC 0.99 JAPAN TOBACCO INC 0.95
Portfolio Sector Weightings

30
25 20 15 10 5 0
D Fund
Benchmark
Page 6
Common Fund D (International Equity) 08/31/2011 Exposure By Country

Custom International % Equity Index Net Foreign Currency Hedge Exposure Custom International % Equity Index Net Foreign Currency Hedge Exposure
Equity Developed Markets: Australia Austria Belgium Canada Denmark Finland France Germany Greece Hong Kong Ireland Israel Italy Japan Netherlands New Zealand Norway Portugal Singapore Spain Sweden Switzerland United Kingdom Euro Currency
Equity Emerging Markets: EM - Global EM - Europe/Middle East/Africa Czech Republic Egypt Guernsey Hungary Jersey Lebanon Luxembourg Maruitius Morocco Poland Russia South Africa Turkey Ukraine EM - Latam Argentina Brazil Chile Colombia Mexico Peru EM - Asia ex Japan China India Indonesia Kazakhstan Korea Malaysia Pakistan Philippines
554.0 153.2 92.5 1225.0 130.9 199.2 954.9 481.4 21.6 388.1 6.2 26.3 216.7 1731.1 208.6 1.2 122.5 177.4 267.9 184.5 522.0 837.3 1855.1
4.1% 1.1% 0.7% 9.1% 1.0% 1.5% 7.1% 3.6% 0.2% 2.9% 0.0% 0.2% 1.6% 12.8% 1.5% 0.0% 0.9% 1.3% 2.0% 1.4% 3.9% 6.2% 13.7%
6.7% 0.2% 0.7% 9.3% 0.7% 0.5% 5.7% 5.3% 0.1% 2.1% 0.2% 0.5% 1.3% 15.5% 1.8% 0.1% 0.6% 0.2% 1.4% 2.5% 1.7% 4.2% 14.6%
631.2
554.0 153.2 92.5 1225.0 130.9 199.2 954.9 481.4 21.6 388.1 6.2 26.3 216.7 1099.9 208.6 1.2 122.5 177.4 267.9 184.5 522.0 837.3 1855.1 -181.2
0.8 25.0 29.1 0.5 18.2 0.8 1.3 2.4 0.1 0.2 38.7 209.3 260.0 69.6 0.4 13.4 533.1 43.0 10.5 148.7 18.0 454.5 178.8 135.3 480.1 86.2 7.2 52.0
0.0% 0.2% 0.2% 0.0% 0.1% 0.0% 0.0% 0.0% 0.0% 0.0% 0.3% 1.5% 1.9% 0.5% 0.0% 0.1% 3.9% 0.3% 0.1% 1.1% 0.1% 3.4% 1.3% 1.0% 3.5% 0.6% 0.1% 0.4% 0.1% 0.1% 0.1%
0.0% 0.4% 1.3% 1.6% 0.3%
0.8 0.0 25.0 29.1 0.5 18.2 0.8 1.3 2.4 0.1 0.2 38.7 209.3 260.0 69.6 0.4 13.4 533.1 43.0 10.5 148.7 18.0 454.5 178.8 135.3 0.0 480.1 86.2 7.2 52.0
3.3% 0.5% 0.2% 1.2% 0.2% 4.4% 1.7% 0.7% 0.0% 3.7% 0.8% 0.2%
181.2
Page 7
Cash Management Fund

8/31/2011
PARTICIPATION VALUE $7,526 $3,602 PERCENTAGE 67.63% 32.37% 100.00%
STATE NON-STATE
TOTAL* $11,128 Dollar amounts in millions
8/31/2011
PORTFOLIO ANNUALIZED INTEREST RATES STATE NON-STATE 0.19% 0.04%
AVG.DAYS 129
Percentage
1% 4%
CERT. OF DEPOSIT
August 31, 2011 $415,000,000 $1,333,501,000 $90,000,000 $214,130,000 $4,161,234,000 $4,733,731,000 $137,000,000 $11,084,596,000
12%
1%
2%
COMM PAPER
GOVT OF CANADA C P
43% 37%
GOVT AGENCY
UST BILLS
UST NOTES
INDUSTRIAL BONDS
CERT. OF DEPOSIT COMM PAPER GOVT OF CANADA C P GOVT AGENCY UST BILLS UST NOTES INDUSTRIAL BONDS TOTALS* Total US Treas/Agency
3.74% 12.03% 0.81% 1.93% 37.54% 42.71% 1.24% 100.00% 82.18%
*Total is at market. **Total is at par.
Page 8
COMMON PENSION FUND B Total Purchases for Fixed Income Required to be Reported by State Investment Council Regulations 8/1/11 through 8/31/11
Cusip 057224BA4 12189TAZ7 126408GK3 14912L4X6 166754AJ0 186108CF1 191216AS9 191216AT7 20030NAR2 202795HZ6 249030AB3 25468PCN4 25746UBM0 4581X0BR8 459058BS1 465139DG5 465139DR1 46513EGV8 46513EJX1 494550BJ4 55907RAA6 665859AM6 674599CC7 69351UAP8 713448BW7 74005PAZ7 742718DV8 744448CE9 748149AF8 796269VA3 797440BN3 842587CH8 883556AZ5 883556BA9 907818CF3 907818DJ4 911308AB0 913017BA6 918204AV0 94106LAX7 Company Name BAKER HUGHES INC 08/21 FIXED 3.20 BURLINGTON NORTHN SANTA FE COR DEB CSX CORP NT CATERPILLAR FINANCIAL SE 08/16 FIXED 2.05 CHEVRON PHILLIPS CHEM CO 02/21 FIXED 4.75 CLEVELAND ELEC ILLUM CO 04/17 FIXED 5.7 COCA COLA CO/THE 09/16 FIXED 1.8 COCA COLA CO/THE 09/21 FIXED 3.3 COMCAST CORP NEW NT COMMONWEALTH EDISON CO 09/21 FIXED 3.4 DENTSPLY INTERNATIONAL 8/16 FIXED 2.75 WALT DISNEY COMPANY/THE 08/21 FIXED 2.75 DOMINION RESOURCES INC 08/41 FIXED 4.9 INTER AMERICAN DEVEL BK 08/18 FIXED 1.75 INTL BANK RECON + DEVELOP 09/16 FIXED 1 AID ISRAEL US GOVT GUAR 09/18 0.00000 AID ISRAEL US GOVT GUAR 03/23 0.00000 AID ISRAEL US GOVT GUAR 12/23 5.5 AID ISRAEL US GOVT GUAR 04/24 5.5 KINDER MORGAN ENER PART 03/22 FIXED 4.15 MAGELLAN MIDSTREAM PARTN 02/21 FIXED 4.25 NORTHERN TRUST CORP 08/21 FIXED 3.375 OCCIDENTAL PETE CORP 2/22 FIXED 3.125 PPL ELECTRIC UTILITIES 09/21 FIXED 3 PEPSICO INC 08/21 FIXED 3 PRAXAIR INC 09/21 FIXED 3 PROCTER + GAMBLE CO 08/16 FIXED 1.45 PUBLIC SERVICE COLORADO 08/41 FIXED 4.75 PROVINCE OF QUEBEC NOTES 08/21 2.75 SAN ANTONIO TX INDEP SCH DIST SANSCD 08/28 FIXED 4.006 SAN DIEGO G + E 08/21 FIXED 3.0 SOUTHERN CO 09/16 FIXED 1.95 THERMO FISHER SCIENTIFIC 08/21 FIXED 3.6 THERMO FISHER SCIENTIFIC 08/16 FIXED 2.25 UNION PAC CORP DEB UNION PAC CORP 09/41 FIXED 4.75 UNITED PARCEL SVC AMER INC DEB INT RATE FRN UNITED TECHNOLOGIES CORP DEB V F CORP 09/21 FIXED 3.5 WASTE MANAGEMENT INC 09/16 FIXED 2.6 Par Value 20,000,000 10,000,000 7,525,000 10,000,000 2,000,000 7,350,000 25,000,000 20,000,000 10,000,000 15,000,000 10,000,000 35,000,000 7,000,000 75,000,000 30,000,000 39,000,000 19,000,000 50,000,000 64,000,000 15,000,000 7,000,000 15,000,000 15,000,000 10,000,000 35,000,000 15,000,000 35,000,000 4,000,000 80,000,000 5,000,000 5,000,000 10,000,000 15,000,000 15,000,000 4,000,000 25,000,000 5,000,000 7,000,000 10,000,000 10,000,000 $ Amount Purchased 19,959,200 11,686,708 8,976,817 10,122,336 2,121,701 8,432,300 24,995,000 19,982,600 11,795,332 14,995,050 9,985,700 34,550,950 6,892,970 74,892,000 29,725,200 32,885,970 12,807,330 61,583,444 81,144,036 14,987,100 7,305,587 14,934,450 14,713,950 9,919,100 34,787,550 14,875,950 34,718,600 3,984,720 79,635,201 5,000,000 4,974,350 9,984,800 14,971,350 14,973,900 5,007,826 24,507,750 7,353,318 10,247,183 9,969,000 9,999,100
Page 9
HIGH YIELD Total Purchases for Fixed Income Required to be Reported by State Investment Council Regulations 8/1/11 through 8/31/11
$ Amount Company Name Par Value Purchased ACL I CORP 02/16 FIXED 10.625 16,716 16,716 AES CORPORATION 07/21 FIXED 7.375 75,000 74,095 AMC ENTERTAINMENT INC 12/20 FIXED 9.75 675,000 690,734 AFFINION GROUP INC 12/18 FIXED 7.875 300,000 302,412 AFFINION GROUP HLDGS INC 11/15 FIXED 11.625 725,000 739,896 ALERIS INTL INC 02/18 FIXED 7.625 250,000 240,371 ALPHA NATURAL RESOURCES 06/21 FIXED 6.25 50,000 50,543 ALTA MESA HLDGS/FINANC S 10/18 FIXED 9.625 350,000 358,611 AMERICAN PETROLIUM TAN 05/15 FIXED 10.25 625,000 640,243 AMERICAN CASINOS INC 04/21 FIXED 7.50 1,000,000 1,036,042 AMKOR TECHNOLOGIES INC 06/21 FIXED 6.625 225,000 212,120 ANTERO RESOURCES FINANCE 08/19 FIXED 7.25 SER 144A 100,000 101,581 ARCH COAL INC 06/21 FIXED 7.25 SER 144A 375,000 376,686 ASBURY AUTOMOTIVE GROUP 11/20 FIXED 8.375 125,000 127,530 AVIV HLTH PROP/AVIV HLTH 02/19 FIXED 7.75 175,000 177,924 BANK OF AMERICA CORP 12/49 FRN 300,000 267,981 BANKRATE INC 07/15 FIXED 11.75 797,000 795,846 BERRY PETROLEUM CO 06/14 FIXED 10.25 90,000 102,426 BERRY PLASTICS CORP 01/21 FIXED 9.75 850,000 817,505 BIOMET INC SR TOGGLE NT 250,000 270,115 BIOMET INC SR SUB NT 125,000 136,910 BOART LONGYEAR MANAGEMENT 04/21 FIXED 7.00 160,000 168,351 SYNIVERSE HOLDINGS INC 01/19 FIXED 9.125 75,000 75,574 BURLINGTON COAT FACTORY 02/19 FIXED 10 144A 250,000 240,580 BWAY PARENT COMANY INC 11/15 FIXED 10.125 343,162 345,728 CDW ESCROW CORP 4/19 FIXED 8.5 75,000 74,248 CF INDUSTRIES HOLDINGS I 05/20 FIXED 7.125 195,000 225,467 CPI INTERNATIONAL INC 02/18 FIXED 8 450,000 450,300 CAESARS ENTMT OPER CO INC 04/18 FIXED 12.75 300,000 296,265 CALPINE CORP 1/23 FIXED 7.875 144A 150,000 145,886 CASE NEW HOLLAND INC 12/17 FIXED 7.875 490,000 508,629 CEQUEL COM HLDG I/CAP CP 11/17 FIXED 8.625 250,000 248,117 CHRYSLER GP CG CO ISSUER 06/21 FIXED 8.25 1,400,000 1,235,963 CLEAN HARBORS INC 8/16 FIXED 7.625 650,000 680,619 CLEAR CHANNEL COMMUNICAT 03/21 FIXED 9 1,700,000 1,760,174 CLEAR CHANNEL WORLDWIDE 12/17 FIXED 9.25 330,000 358,990 CLEARWIRE COMM/FINANCE 12/15 FIXED 12 650,000 600,592 COFFEYVILLE RESOURCES 04/17 FIXED 10.875 45,000 51,867 COLUMBIA /HCA HEALTHCARE CORP 11/15 FIXED 7.19 175,000 173,025 COMMSCOPE INC 01/19 FIXED 8.25 250,000 252,745 CRICKET COMMUNICATIONS I 10/20 FIXED 7.75 225,000 208,647 DAVE + BUSTERS INC SR NT 06/18 FIXED 11 600,000 645,737 DEAN FOODS CO NEW SR NT 25,000 23,302
Cusip 00088JAA1 00130HBR5 00165AAD0 00828DAN1 008294AB6 014477AL7 02076XAC6 021332AC5 028865AB9 03070QAM3 031652BD1 03674PAD5 039380AF7 043436AK0 053810AB3 060505DR2 06647FAA0 085789AD7 085790AW3 090613AD2 090613AE0 09664PAA0 117777AA0 121579AF3 12429WAB3 12513NAA2 12527GAB9 12618MAC4 12768RAA5 131347BY1 147446AR9 15672WAA2 17121EAC1 184496AF4 184502BG6 18451QAC2 18538TAA7 19190AAB3 197677AD9 203372AH0 226566AM9 23833NAG9 242370AA2
10
242370AC8 25272PAC6 25470XAD7 268520AA1 268520AC7 269246AT1 281023AU5 29444UAJ5 30040PAA1 302203AA2 319963AT1 319963AV6 319963BA1 340627AA6 345143AA9 345370CA6 35687MAQ0 36155WAH9 36186CBY8 37045V100 37045V118 37045V126 38211PAA7 398433AF9 404121AD7 413627BM1 428040CH0 44701QAX0 44984WAA5 45073HAA7 45661YAA8 458204AH7 459745FW0 46122EAA3 47009XAB5 48283GAA9 494578AA5 527297AA3 527298AM5 536022AG1 552953BB6 552953BE0 55303QAA8 56808RAD8 582411AF1 594073AB4 DEAN FOODS CO 12/18 FIXED 9.75 DIAMOND RESORTS CORP 08/18 FIXED 12.0 DISH DBS CORP 6/21 FIXED 6.75 EH HOLDING CORP 06/19 FIXED 6.5 EH HOLDING CORP 06/21 FIXED 7.625 E TRADE FINL CORP SPRING LIEN NT EXCELSIOR CORP EDISON MISSION ENERGY 05/17 FIXED 7.0 EQUINIX INC 03/18 FIXED 8.125 EVERTEC INC 10/18 FIXED 11 EXPRO FINANCE LUXEMBOURG 12/16 FIXED 8.5 FIRST DATA CORPORATION 09/15 FIXED 10.55 FIRST DATA CORP 03/16 FIXED 11.25 FIRST DATA CORPORATION 01/21 FIXED 12.625 FLORIDA EAST COAST HLDGS 08/17 FIXED 10.5 SER 144A FORBES ENERGY SERVICES 06/19 FIXED 9 FORD MOTOR COMPANY 07/31 FIXED 7.45 FREESCALE SEMICONDUCTOR 03/18 FIXED 10.125 GCI INC 06/21 FIXED 6.75 ALLY FINANCIAL INC 11/31 FIXED 8.000 GENERAL MOTORS CO COMMON STOCK USD.01 GENERAL MOTORS CO WTS CALL EXP 10JUL16 GENERAL MOTORS CO WTS CALL EXP 10JUL19 GOOD SAM ENTERPRISES LLC 12/16 FIXED 11.5 GRIFFON CORPORATION 04/18 FIXED 7.125 HCA INC 02/22 FIXED 7.5 HARRAHS OPERATING CO INC 12/18 FIXED 10 HERTZ CORP 04/19 FIXED 6.75 HUNTSMAN INTERNATIONAL L 03/21 FIXED 8.625 INEOS FINANCE PLC 05/15 FIXED 9 IVD ACQUISITION CORP 08/19 FIXED 11.125 INEOS GROUP HLDGS PLC 02/16 FIXED 8.25 144A INTELSAT BERMUDA LTD 02/17 FIXED 11.25 INTERNATIONAL LEASE FIN CORP 09/15 VAR INVENTIV HEALTH INC 08/18 FIXED 10 JAGUAR LAND ROVER PLC 05/21 FIXED 8.125 KABEL BW ERSTE BETEILIGU 03/19 FIXED 7.5 144A KINDRED HEALTHCARE INC 06/19 FIXED 8.25 LEVEL 3 ESCROW INC 07/19 FIXED 8.125 LEVEL 3 FING INC 11/14 FIXED 9.25 LINN ENERGY LLC/FIN CORP 05/19 FIXED 6.5 MGM MIRAGE SR NT MGM MIRAGE 11/13 FIXED 13.00 MGM RESORTS INTERNATIONAL 03/18 FIXED 11.375 MARINA DISTRICT FINANCE 08/18 FIXED 9.875 MCMORAN EXPLORATION CO 11/14 FIXED 11.875 MICHAEL FOODS INC 07/18 FIXED 9.75 225,000 1,000,000 175,000 100,000 100,000 350,000 125,000 250,000 150,000 500,000 300,000 100,000 100,000 26,562 800,000 275,000 550,000 25,000 225,000 47 43 43 800,000 150,000 375,000 375,000 250,000 375,000 100,000 925,000 250,000 157,000 325,000 625,000 150,000 550,000 100,000 50,000 400,000 175,000 250,000 150,000 350,000 325,000 800,000 750,000 227,925 1,066,591 175,983 100,371 100,258 419,757 88,510 270,333 167,683 489,563 282,000 85,250 90,947 26,562 803,741 305,689 607,692 25,384 222,161 1,225 746 521 856,212 154,216 363,307 319,920 247,828 410,668 103,925 918,612 220,050 154,692 348,710 577,486 146,263 559,500 89,321 50,728 416,408 163,375 231,800 183,746 383,601 337,119 882,782 769,066
11
594087AR9 651715AD6 65409QAY8 67090FAD8 682129AE1 683797AB0 700677AN7 72347QAC7 72347QAD5 729416AQ0 745310AD4 74959HAA6 74965WAA5 75040PAK4 75524DAN0 75605EBU3 758766AE9 767754BM5 767754BQ6 767754BX1 81180WAD3 82088KAA6 823777AH0 852060AD4 852060AT9 852061AF7 85749P9B9 870755AB1 87612BAF9 87952VAF3 883435AJ8 88830MAF9 893647AN7 911365AW4 914906AH5 914906AK8 952355AK1 97314XAE4 98375NAA8 98375YAZ9 MICHAELS STORES INC 11/18 FIXED 7.75 NEWPAGE CORP SR SECD NT NIELSON FINANCE LLC/CO 10/18 FIXED 7.75 NUVEEN INVESTMENTS INC 11/15 FIXED 10.5 OMNOVA SOLUTIONS INC 11/18 FIXED 7.875 OPPENHEIMER HOLDINGS INC 04/18 FIXED 8.75 PARK OHIO INDUSTRIES INC 4/21 FIXED 8.125 PINNACLE FOODS FIN LLC SR NT PINNACLE FOODS FIN LLC SR SUB NT PLY GEM INDUSTRIES 02/18 FIXED 8.25 PUGET ENERGY INC 09/21 FIXED 6 REYNOLDS GRP ISS/REYNOLD 08/19 FIXED 7.875 ROC FINANCE LLC ROC FIN 09/18 FIXED 12.125 SER 144A RADIO ONE INC 05/16 FIXED 15 RBS GLOBAL AND REXNORD COR 05/18 FIXED 8.5 REALOGY CORP 02/19 FIXED 7.875 SER 144A REGAL ENTERTAINMENT GRP 08/18 FIXED 9.125 RITE AID CORP SR NT 15/03/01 8.625 RITE AID CORP SR NT RITE AID CORP 06/16 FIXED 9.75 SEAGATE HDD CAYMAN 05/20 FIXED 6.875 SHEA HOMES LP/FNDG CP 05/19 FIXED 8.625 SHERIDAN GROUP INC/THE 04/14 FIXED 12.5 SPRINT CAPITAL CORP 11/28 FIXED 6.875 SPRINT CAP CORP 8.75PCT 15MAR32 SPRINT NEXTEL CORP 8/17 FIXED 8.375 STATE STR INSTL LIQUID RESVS SWIFT SERVICES HLDGS INC 11/18 FIXED 10 TARGA RES PARTNERS LP 10/18 FIXED 7.875 TELESAT CANADA/TELESAT L 11/17 FIXED 12.5 THERMADYNE HOLDINGS CORP 12/17 FIXED 9 TITAN INTERNATIONAL INC 10/17 FIXED 7.875 TRANSDIGM INC 12/18 FIXED 7.75 SER 144A UNITED RENTALS NORTH AMER INC 09/20 FIXED 8.375 UNIVISION COMMUNICATIONS 11/20 FIXED 7.875 144A UNIVISION COMMUNICATIONS 05/21 FIXED 8.5 WEST CORP 01/19 FIXED 7.875 WIND ACQUISITION FIN SA 07/17 FIXED 11.75 XM SATELLITE RADIO INC 08/14 FIXED 13 SERIES 144A XM SATELLITE RADIO INC 11/18 FIXED 7.625 SER 144A 1,000,000 25,000 300,000 250,000 125,000 1,335,000 75,000 150,000 125,000 500,000 275,000 300,000 500,000 18,658 250,000 75,000 225,000 25,000 50,000 135,000 775,000 100,000 1,050,000 50,000 315,000 275,000 19,667,670 225,000 250,000 225,000 350,000 380,000 500,000 150,000 250,000 137,000 325,000 200,000 25,000 125,000 1,011,900 4,750 316,966 248,460 128,035 1,378,791 76,964 157,155 135,614 519,479 278,071 300,500 491,330 18,658 260,125 66,408 224,495 22,363 42,919 150,218 777,186 92,204 1,031,331 45,114 305,990 301,833 19,667,670 231,257 256,563 268,433 355,689 395,813 516,889 146,339 243,406 120,449 332,038 212,672 28,721 127,674
12
OTHER FUNDS Total Purchases for Fixed Income Required to be Reported by State Investment Council Regulations 8/1/11 through 8/31/11
PURCHASES: CASH MANAGEMENT FUND Cusip 68323KYM 369550AK 74800KYM 693304AD Company Name ONTARIO PROVINCE DISC CP GENERAL DYNAMICS CORP QUEBEC PROVINCE DISC CP PECO ENERGY CO Par Value 75,000,000.00 25,000,000.00 15,000,000.00 10,000,000.00 $ Amount Purchased 74,983,125.00 26,542,500.00 14,996,625.00 10,449,500.00
Page 13
Alternative Investments as of August 31, 2011 Provided To: New Jersey Common Pension Fund E - Private Equity Portfolio Provided From: The PrivateEdge Group Presents underlying fund level information including the Portfolio's original commitments, funded amounts to date, remaining commitments and the distributions to date. A
SIC Presentation Date Inception Date Unfunded Commitment
=(B+C)
Alternative Category
Commitment
Amount Contributed1
Current Market Value 3
Total Distributed 2
Total Value
Private Equity Co-Investments SONJ Private Opportunities Fund II, L.P. SONJ Private Opportunities Fund, L.P. Distressed Debt Avenue Asia Special Situations Fund IV Avenue Special Situations Fund V, LP Avenue Special Situations IV BDCM Opportunity Fund II, L.P. Centerbridge Capital Partners, L.P. Centerbridge Capital Partners II, L.P. HIG Bayside Debt & LBO II KPS Special Situations Fund III, LP MatlinPatterson Global Opps. Ptnrs. III MHR Institutional Partners III, L.P. Wayzata Opportunities Fund II, LLC Wayzata Opportunities Fund, LLC WLR Recovery Fund IV, LP Domestic Midmarket Buyout Court Square Capital Partners II, L.P. DLJ Merchant Banking Partners IV, LP GTCR IX, L.P. InterMedia Partners VII, L.P. JLL Partners Fund V, L.P. JLL PARTNERS FUND VI, LP Lindsay Goldberg III, L.P. Lindsay, Goldberg & Bessemer II, L.P. New Mountain Partners III, L.P. Oak Hill Capital Partners II, L.P. Oak Hill Capital Partners III, L.P. Onex Partners II, LP Onex Partners III, LP Quadrangle Capital Partners II Tenex Capital Partners, L.P. The Resolute Fund II, L.P. TPG [STAR], LP Vista Equity Partners Fund III, L.P. Vista Equity Partners Fund IV, L.P. Welsh, Carson, Anderson & Stowe XI, L.P. Emerging Managers CS/NJDI Emerging Opp Fairview Capstone Partners II, LP Fairview Capstone Partners, LP International Anacap Financial Partners II GS Private Equity Partners (NJ) GS Private Equity Partners (NJ) II New Jersey Asia Investors, L.P.
Buyout Buyout
Nov-07 Oct-05
Nov-07 Sep-06
500,000,000 400,000,000 100,000,000 1,010,000,000 30,000,000 200,000,000 20,000,000 40,000,000 80,000,000 100,000,000 100,000,000 25,000,000 100,000,000 75,000,000 100,000,000 40,000,000 100,000,000 2,120,000,000 100,000,000 50,000,000 70,000,000 75,000,000 50,000,000 150,000,000 200,000,000 100,000,000 100,000,000 75,000,000 250,000,000 100,000,000 100,000,000 50,000,000 50,000,000 100,000,000 100,000,000 100,000,000 200,000,000 100,000,000 400,000,000 200,000,000 100,000,000 100,000,000 1,363,431,969 149,516,413 200,000,000 213,915,556 100,000,000
223,619,209 126,959,999 96,659,210 849,301,026 26,283,722 200,529,783 20,000,000 43,230,909 116,828,958 9,223,043 38,500,000 11,746,005 91,360,212 62,806,238 113,800,000 55,384,000 59,608,156 1,329,039,114 67,653,175 50,954,827 63,468,681 86,153,322 48,881,541 73,754,725 52,418,108 88,437,299 73,086,972 79,656,993 196,507,599 88,416,027 54,367,059 43,205,262 9,592,302 47,862,802 84,643,122 80,068,690 0 39,910,607 239,787,359 143,655,057 37,659,287 58,473,015 815,422,073 67,007,735 169,476,713 113,578,512 53,001,166
276,069,107 272,728,317 3,340,790 314,068,310 0 0 0 6,569,684 8,458,634 90,776,282 61,500,000 20,121,003 13,000,101 23,299,886 39,800,000 7,688,000 42,854,720 949,444,188 35,275,199 3,030,757 6,531,318 7,872,843 5,942,737 120,791,382 148,402,667 11,562,701 41,842,939 3,776,994 95,903,731 11,583,973 54,345,507 6,548,015 40,441,809 53,625,844 20,871,393 21,004,987 200,000,000 60,089,393 198,934,161 95,066,463 62,340,713 41,526,985 560,266,689 90,851,845 33,110,549 100,716,387 54,317,930
245,733,286 144,853,742 100,879,544 562,519,704 19,592,553 27,840,164 1,707,628 40,136,345 86,794,318 8,099,999 35,048,836 8,826,387 62,947,496 61,100,406 104,100,801 48,008,544 58,316,228 1,163,652,769 81,929,780 26,933,946 61,133,597 84,207,593 35,943,452 16,617,324 37,211,248 82,138,642 50,762,365 75,362,812 149,324,831 72,695,152 42,658,945 40,625,340 9,555,811 40,761,010 108,311,207 106,066,754 0 41,412,962 191,655,119 105,917,051 31,879,030 53,859,038 736,499,017 65,834,966 140,357,654 106,651,306 37,030,175
1,020,468 770,552 249,916 507,858,948 9,993,080 243,377,293 25,739,123 13,600,211 80,206,524 0 8,702,919 7,341,592 8,253,466 12,281,816 53,600,000 30,912,000 13,850,924 432,942,688 3,745,487 8,104,259 5,166,801 19,863,672 25,644,307 90,668,516 9,754,493 13,748,291 23,239,383 40,111,833 43,123,389 61,084,709 8,821,540 15,677,134 2,382 7,811,189 9,520,191 46,855,113 0 0 53,567,228 51,396,392 487,552 1,683,284 131,582,126 20,674,590 24,650,006 4,296,913 17,152,197
246,753,754 145,624,294 101,129,460 1,070,378,652 29,585,633 271,217,457 27,446,751 53,736,556 167,000,842 8,099,999 43,751,755 16,167,978 71,200,962 73,382,222 157,700,801 78,920,544 72,167,152 1,596,595,457 85,675,267 35,038,204 66,300,398 104,071,265 61,587,759 107,285,840 46,965,741 95,886,933 74,001,748 115,474,645 192,448,220 133,779,861 51,480,485 56,302,474 9,558,192 48,572,199 117,831,398 152,921,867 0 41,412,962 245,222,347 157,313,443 32,366,582 55,542,322 868,081,142 86,509,557 165,007,660 110,948,219 54,182,372
Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related
Jul-06 Apr-07 Oct-05 Dec-05 Jun-06 Mar-11 May-08 Apr-07 Apr-07 Jun-06 Nov-07 Dec-05 Oct-07
Aug-06 May-07 Nov-05 Feb-06 Jun-06 May-11 May-08 May-07 Jun-07 May-07 Dec-07 Feb-06 Oct-07
Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout
Mar-07 Jun-06 Jun-06 Nov-05 Nov-05 May-08 Jul-08 May-06 May-07 Jun-05 Sep-07 Jul-06 Nov-08 Jun-05 Nov-10 Dec-07 Feb-07 May-07 Jul-11 Sep-08
May-07 Jun-06 Sep-06 Dec-05 Dec-05 Jun-08 Jul-08 Jul-06 May-07 Jul-05 Oct-07 Aug-06 Dec-08 Aug-05 Jan-11 Dec-07 Mar-07 Jul-07 TBD Oct-08
Buyout Buyout Buyout
Jan-07 Jun-08 Jan-07
Apr-07 Sep-08 May-07
Buyout Buyout Buyout Buyout
Mar-08 Aug-05 Mar-07 Nov-07
May-08 Feb-06 Jul-07 Jan-08
15
SIC Presentation Inception Date Date May-11 Jul-11 Nov-06 Apr-07 Aug-05 Feb-06 Mar-08 Mar-08 Unfunded Commitment 95,762,732 59,076,642 40,992,036 85,438,569
=(B+C)
New Jersey Asia Investors II, L.P. NJHL European BO Investment II Series B NJHL European Buyout Investment Series A NJHL European Buyout Investment Series C Large Buyout Apollo Investment Fund VI, L.P. Blackstone Capital Partners V, L.P. Hellman & Friedman Capital Partners VI Madison Dearborn Capital Partners V, LP Silver Lake Partners III, LP Thomas H. Lee Equity Partners Fund VI TPG Partners V, L.P. TPG Partners VI, L.P. Warburg Pincus Private Equity IX, LP Warburg Pincus Private Equity VIII Warburg Pincus Private Equity X, LP Mezzanine Debt Audax Mezzanine Partners II Blackstone Mezzanine Partners II, LP Carlyle Mezzanine Partners II, L.P. Carlyle Mezzanine Partners, L.P. Gleacher Mezzanine Fund II, LP GSO Capital Opportunities Fund, LP Newstone Capital Partners, L.P. Newstone Capital Partners II, L.P. OCM Mezzanine Fund II, L.P. TPG Financial Partners, L.P. Secondaries Lexington Capital Partners VI-A NB Sec Opps Offshore Fund II LP Partners Group Secondary 2006 LP Partners Group Secondary 2008, L.P. Small/Midsize Buyout CSFB/NJDI Investment Fund Venture Capital JP Morgan Direct/Pooled VC Instit III JP Morgan Direct VC Institutional III JP Morgan Pooled VC Institutional III NB Crossroads Fund XVIII NB/NJ Custom Investment Fund Private Equity Subtotal Real Estate AEW Core Property Trust U.S. Inc. ARA Asia Dragon Limited Blackrock Diamond Property Fund Blackstone Real Estate V Blackstone Real Estate VI
Alternative Category Buyout Buyout Buyout Buyout
Commitment 100,000,000 200,000,000 200,000,000 200,000,000
Amount Contributed1 4,237,268 107,258,344 162,322,948 138,539,387
Current Market Value 3 4,237,268 99,148,871 147,350,344 135,888,433
Total Distributed 2 0 13,923,813 14,807,882 36,076,724
Total Value 4,237,268 113,072,684 162,158,226 171,965,157
Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout Buyout
Jul-05 Jul-05 Dec-06 Mar-06 Jan-07 Apr-07 Mar-06 May-08 Jun-05 Jun-06 Sep-07
Nov-05 Oct-05 Apr-07 May-06 Jan-07 Apr-07 Sep-06 May-08 Aug-05 Jun-06 Oct-07
1,835,750,000 100,000,000 100,000,000 100,000,000 125,000,000 100,000,000 75,000,000 250,000,000 360,000,000 200,000,000 25,750,000 400,000,000 607,807,307 50,000,000 45,000,000 75,000,000 50,000,000 40,000,000 100,000,000 50,000,000 100,000,000 50,000,000 47,807,307 295,233,155 50,000,000 100,000,000 55,520,311 89,712,844 650,000,000 650,000,000 200,000,000 50,000,000 10,000,000 40,000,000 50,000,000 100,000,000 8,982,222,431
1,538,320,459 126,873,050 95,260,299 87,368,052 112,771,791 64,859,175 53,125,420 247,380,674 207,998,998 200,000,000 26,883,000 315,800,000 512,022,906 49,839,644 42,307,819 48,048,550 54,182,600 21,845,371 112,930,375 60,772,689 27,477,812 57,200,000 37,418,047 209,103,705 48,519,288 50,843,238 50,871,928 58,869,251 443,838,024 443,838,024 157,430,409 36,370,409 872,050 35,498,359 40,000,000 81,060,000 6,317,884,283
423,113,121 12,518,413 1,551,434 12,466,800 20,681,051 43,622,970 25,104,124 40,589,540 170,378,789 0 0 96,200,000 177,583,871 2,239,163 8,017,004 43,751,158 4,439,980 18,179,681 8,281,523 2,565,266 72,659,787 5,775,000 11,675,309 79,401,007 1,480,712 50,659,926 6,653,663 20,606,707 271,955,377 271,955,377 62,592,988 16,665,493 203,700 16,461,793 10,500,000 35,427,495 3,313,428,819
1,397,392,574 112,739,463 87,940,056 87,900,581 105,666,004 68,487,381 57,197,218 147,475,419 177,703,424 206,887,631 28,017,658 317,377,739 311,678,924 30,810,897 26,825,418 24,933,493 19,694,707 16,181,930 92,601,032 25,896,487 27,816,616 26,002,515 20,915,827 185,220,446 35,825,543 49,631,116 31,658,401 68,105,387 417,425,235 417,425,235 148,551,517 34,579,275 1,036,077 33,543,198 44,318,637 69,653,605 5,360,328,590
345,070,100 50,647,308 8,569,872 14,492,118 16,262,414 22,112,368 3,989,343 61,364,803 30,016,370 86,460,150 30,547,479 20,607,875 260,266,490 28,424,899 27,680,113 28,816,836 26,003,906 6,877,329 44,021,192 45,111,488 0 40,827,404 12,503,323 70,195,054 18,121,009 21,159,723 23,127,853 7,786,469 95,420,855 95,420,855 29,750,292 3,294,380 0 3,294,380 2,825,560 23,630,352 1,927,674,249
1,742,462,674 163,386,772 96,509,927 102,392,699 121,928,418 90,599,749 61,186,561 208,840,222 207,719,794 293,347,781 58,565,137 337,985,614 571,945,414 59,235,796 54,505,531 53,750,329 45,698,613 23,059,260 136,622,224 71,007,975 27,816,616 66,829,919 33,419,150 255,415,500 53,946,552 70,790,839 54,786,254 75,891,855 512,846,089 512,846,089 178,301,809 37,873,655 1,036,077 36,837,578 47,144,197 93,283,957 7,288,002,839
Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related Debt related
Sep-06 Apr-06 Dec-07 Apr-06 Aug-06 May-08 Dec-06 Mar-11 Feb-06 May-08
Nov-06 Apr-06 Dec-07 May-06 Nov-06 Jul-08 Feb-07 May-11 Mar-06 May-08
Buyout Buyout Buyout Buyout
May-06 Jul-08 May-06 Sep-08
Jun-06 Jul-08 Sep-06 Sep-08
Buyout
Aug-05
Nov-05
Venture Capital Venture Capital Venture Capital Venture Capital Venture Capital
Feb-06
Jun-06
Aug-06 Mar-07
Nov-06 Aug-07
Real Estate Real Estate Real Estate Real Estate Real Estate
Apr-07 Jul-07 Nov-05 Feb-06 Feb-07
Oct-07 Sep-07 Jun-06 Feb-06 Feb-07
100,000,000 100,000,000 50,000,000 75,000,000 100,000,000
100,000,000 78,246,000 50,000,000 81,586,035 94,205,004
0 21,754,000 0 3,520,395 16,242,358
78,085,247 90,432,423 17,695,723 82,004,138 106,329,565
11,807,015 4,924,020 673,370 25,062,277 6,721,781
89,892,262 95,356,443 18,369,093 107,066,415 113,051,346
16
SIC Presentation Inception Date Date Aug-11 TBD Apr-07 Sep-07 Nov-06 Feb-07 Feb-07 May-07 Sep-07 Nov-07 Nov-05 Dec-05 Apr-07 Jul-07 Apr-06 Jun-06 Mar-06 Nov-06 Oct-07 Dec-07 Sep-07 Sep-07 Nov-06 Jan-07 Dec-05 Mar-06 Sep-07 Mar-08 Jul-07 Jul-07 May-11 May-11 May-11 May-11 Nov-10 Feb-11 Jul-06 Nov-06 Sep-07 May-08 May-08 May-08 Sep-07 May-08 Feb-08 Feb-08 Nov-06 Aug-07 Dec-06 Jun-07 Sep-06 Dec-06 Aug-08 Aug-08 Jul-06 Aug-06 May-11 May-11 Jul-07 Aug-07 Apr-06 Oct-06 May-08 May-08 Feb-06 Mar-06 Jul-07 Aug-07 Dec-06 Mar-07 Oct-07 Oct-07 Feb-08 Jun-08 Nov-06 Dec-06 Mar-06 Jun-06 Jul-07 Oct-07 Jul-06 Sep-06 Feb-08 Feb-08 Nov-06 Jan-07 Unfunded Commitment 300,000,000 10,127,320 40,284,818 777,492 6,895,208 0 16,952,014 0 24,534,752 20,000,000 0 0 0 3,728,156 47,934,026 95,232,959 250,603,704 72,500,000 3,613,620 31,638,191 83,137,544 17,034,894 7,685,665 0 0 0 1,000,000 0 0 0 0 55,219,766 10,775,587 7,026,069 19,736 12,871,287 11,250,000 0 0 30,264,101 0 63,690,976 0 1,266,314,638
=(B+C)
Blackstone Real Estate VII Capri Urban Carlyle Realty Partners V LP CBRE Strategic Partners Europe Fund III CBRE Strategic Partners U.S. Opp V CBRE Strategic Partners US Fund IV CIM Fund III, L.P. CIM Urban REIT, LLC CPI Capital Partners Europe Five Mile Capital Partners II, LP Guggenheim Structured Real Estate III Heitman America Real Estate Trust, L.P. JP Morgan Alternative Property Fund II L&B Diversified Strategy Partners, LP LaSalle Asia Opportunity Fund III Lone Star Real Estate Fund II (U.S.) LP Lone Star Fund VII (U.S.) LP Lubert Adler Real Estate Fund VI-B MacFarlane Urban Real Estate Fund II, LP NJDOI/GMAM Core Plus RE Investment NJDOI/GMAM CT High Grade II NJDOI/GMAM Opp RE Investment Program PLA Residential Fund III Prime Property Fund PRISA II PRISA Real Estate Separate Account Realty Associates Fund IX Realty Associates Fund VIII RLJ Lodging Trust RLJ Real Estate Fund III RREEF Global Opportunity Fund II Silverpeak Legacy Pension Partners III, L.P. TRECAP Comm Realty Partners II LP TRECAP Commercial Realty Partners III TRECAP UK Realty Partners, LP Tucker Development/Acquisition Fund Walton Street Mexico Fund I, LP Walton Street Real Estate Fund Sidecar V Walton Street Real Estate Fund V Walton Street Real Estate Fund VI Warburg Pincus Real Estate Fund I Westbrook Real Estate Fund VIII Westbrook VII Real Estate Subtotal Hedge Fund Credit Canyon Value Realization Fund Canyon Balanced Fund Golden Tree Mast Fund-L1 Pimco Distressed Mortgage Fund, LP Distressed
Alternative Category Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate Real Estate
Commitment 300,000,000 50,000,000 100,000,000 54,758,596 75,000,000 50,000,000 50,000,000 50,000,000 84,421,919 100,000,000 100,000,000 100,000,000 50,000,000 34,300,000 100,000,000 100,000,000 300,000,000 100,000,000 75,000,000 81,500,000 500,000,000 25,000,000 50,000,000 150,000,000 100,000,000 300,000,000 100,000,000 100,000,000 0 75,000,000 100,000,000 100,000,000 75,000,000 50,000,000 47,645,145 50,000,000 25,000,000 25,000,000 75,000,000 75,000,000 100,000,000 100,000,000 40,000,000 4,642,625,660
Amount Contributed1 0 39,872,680 108,832,827 53,981,104 69,388,002 50,000,000 36,599,988 50,000,000 61,903,600 80,069,211 100,000,000 101,201,705 50,000,000 30,571,845 57,356,760 4,317,041 50,481,282 28,060,342 73,045,456 52,934,192 413,927,234 7,242,397 42,314,335 150,000,000 100,000,000 300,000,000 92,000,000 100,000,000 126,136,968 1,978,204 100,000,001 44,586,329 64,224,413 43,151,328 48,074,394 37,128,713 13,750,000 25,000,000 75,000,000 44,735,899 95,833,333 46,352,946 42,707,332 3,516,796,901
Current Market Value 3 0 22,708,648 60,914,640 36,660,208 51,334,686 11,279,750 35,657,354 49,153,920 27,144,878 70,098,880 38,256,478 93,685,285 35,086,170 25,714,117 40,014,493 2,202,144 41,744,492 27,791,193 23,651,945 52,992,510 452,869,400 6,973,103 49,250,966 114,086,034 75,138,644 210,142,907 98,547,272 66,903,689 70,999,768 1,211,592 70,818,301 22,000,004 24,488,576 24,028,831 11,560,566 36,139,344 10,057,273 8,232,150 42,766,725 48,717,663 98,484,606 30,774,926 30,500,007 2,725,331,232
Total Distributed 2 0 0 47,204,583 0 2,209,694 0 61,143 6,693,347 4,732,983 255,538 37,195,322 11,261,933 6,440,344 1,155,518 7,037,162 0 6,122,458 2,500,000 1,652,837 14,546,722 38,194,806 0 0 7,261,502 3,799,683 41,853,127 870,988 4,542,816 0 0 0 403,404 10,082,935 1,132,841 0 0 0 0 0 0 21,016,667 18,160,742 1,624,243 347,201,799
Total Value
0 22,708,648 108,119,223 36,660,208 53,544,380 11,279,750 35,718,497 55,847,267 31,877,861 70,354,418 75,451,800 104,947,218 41,526,514 26,869,635 47,051,655 2,202,144 47,866,949 30,291,193 25,304,782 67,539,232 491,064,206 6,973,103 49,250,966 121,347,535 78,938,327 251,996,034 99,418,260 71,446,505 70,999,768 1,211,592 70,818,301 22,403,408 34,571,511 25,161,672 11,560,566 36,139,344 10,057,273 8,232,150 42,766,725 48,717,663 119,501,273 48,935,668 32,124,250 3,072,533,031
Credit Oriented Fund Credit Oriented Fund Credit Oriented Fund Credit Oriented Fund
Mar-07 Jul-11 Nov-06 Oct-07
Jun-07 Jul-11 Jan-07 Oct-07
413,000,000 75,000,000 125,000,000 100,000,000 113,000,000 390,000,000
363,000,000 75,000,000 75,000,000 100,000,000 113,000,000 390,000,000
75,000,000 0 75,000,000 0 0 0
297,112,890 96,846,375 75,000,000 8,161,245 117,105,269 509,471,910
90,083,870 0 0 62,987,719 27,096,151 0
387,196,760 96,846,375 75,000,000 71,148,964 144,201,420 509,471,910
17
SIC Presentation Inception Date Date Oct-07 Oct-07 Nov-06 Feb-07 Mar-08 Jul-08 Unfunded Commitment
=(B+C)
Centerbridge Credit Partners King Street Capital Marathon Special Opp Fund, LTD Equity Long/ Short Archipelago Partners, LP Ascend Partners Fund II, LP Asia Century Quest Capital LCC Glenview Institutional Partners, LP Ironbound Partners Overseas LTD. Omega Overseas Partners Ltd. Class-B Event Driven Davidson Kempner Pershing Square LP Third Point Partners L.P. York Capital Management, LP Fund of Funds Arden Alternative Advisors GS Multi-Strategy Portfolio (NJ) LLC Protege Partners, LP Protege Partners QP Fund Ltd. Protege Partners, LP RC Woodley Park, LP Reservoir Strategic Partners Fund, LP Global Macro Lynx (Bermuda) Ltd. Winton Futures Fund Multi-Strategy AG Garden Partners, LP Farallon Capital Inst. Partners, L.P. OZ Domestic Partners II, Ltd. Satellite Fund II Hedge Fund Subtotal
Alternative Category Credit Oriented Fund Credit Oriented Fund Credit Oriented Fund
Commitment 140,000,000 150,000,000 100,000,000
Amount Contributed1 140,000,000 150,000,000 100,000,000
0 0 0 50,000,000 0 50,000,000 0 0 0 0 25,000,000 0 25,000,000 0 0 155,000,000 0 0 0 0 0 0 155,000,000 0 0 0 0 0 0 0 0 305,000,000
Current Market Value 3 201,622,260 200,154,750 107,694,900
Total Distributed 2 0 0 0
Total Value 201,622,260 200,154,750 107,694,900
Equity Oriented Fund Equity Oriented Fund Equity Oriented Fund Equity Oriented Fund Equity Oriented Fund Equity Oriented Fund
Jan-06 Apr-07 May-08 Jul-07 Jun-08 Dec-06
Jun-06 Jul-07 Aug-08 Aug-07 Aug-08 Jan-07
600,000,000 150,000,000 150,000,000 75,000,000 75,000,000 75,000,000 75,000,000 550,000,000 150,000,000 200,000,000 100,000,000 100,000,000 1,501,258,928 100,000,000 550,000,000 150,000,000 50,000,000 100,000,000 501,258,928 200,000,000 200,000,000 100,000,000 100,000,000 550,000,000 150,000,000 150,000,000 150,000,000 100,000,000 4,204,258,928
550,000,000 150,000,000 100,000,000 75,000,000 75,000,000 75,000,000 75,000,000 525,000,000 150,000,000 175,000,000 100,000,000 100,000,000 1,346,258,928 100,000,000 550,000,000 150,000,000 50,000,000 100,000,000 501,258,928 45,000,000 200,000,000 100,000,000 100,000,000 550,000,000 150,000,000 150,000,000 150,000,000 100,000,000 3,924,258,928
566,831,375 201,190,500 90,124,600 87,958,875 81,721,275 9,088,375 96,747,750 617,391,000 187,136,400 198,410,100 98,231,900 133,612,600 1,477,614,803 99,495,080 634,312,005 159,288,261 51,819,187 107,469,074 539,519,457 45,000,000 195,566,900 96,250,100 99,316,800 460,363,050 174,301,950 76,149,300 209,911,800 0 4,124,351,927
56,631,058 0 0 0 0 56,631,058 0 0 0 0 0 0 29,590,586 0 0 0 0 0 29,590,586 0 0 0 0 143,958,598 0 75,000,000 0 68,958,598 320,264,112
623,462,432 201,190,500 90,124,600 87,958,875 81,721,275 65,719,432 96,747,750 617,391,000 187,136,400 198,410,100 98,231,900 133,612,600 1,507,205,389 99,495,080 634,312,005 159,288,261 51,819,187 107,469,074 569,110,043 45,000,000 195,566,900 96,250,100 99,316,800 604,321,648 174,301,950 151,149,300 209,911,800 68,958,598 4,444,616,039
Credit Oriented Fund Equity Oriented Fund Equity Oriented Fund Multi-strategy Fund
Nov-06 Mar-10 Mar-11 Jan-07
Dec-06 Apr-10 Apr-11 Feb-07
Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund
Feb-06 Feb-06
Jun-06 Aug-06
Apr-07 Feb-06 Mar-11
Jun-07 Aug-06 Jul-11
Opportunistic Fund Opportunistic Fund
Nov-10 Nov-10
Mar-11 Jan-11
Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund Multi-strategy Fund
Jan-06 Apr-07 Jan-06 Feb-07
Mar-06 Jun-07 Jun-06 Apr-07
Real Assets Astenbeck Commodities Fund II LP Barclays Bank PLC Blackstone Resources Select Fund Citigroup Funding Inc Gresham Commodity Fund (ETAP) Gresham Commodity Fund (TAP) RC Woodley Park, LP Schroders Commodity Portfolio Sheridan Production Partners I Sheridan Production Partners II-B, L.P Tenaska Power Fund II, L.P. Real Assets Subtotal
Real Assets Real Assets Real Assets Real Assets Real Assets Real Assets Real Assets Real Assets Real Assets Real Assets Real Assets
Jul-11 Jun-11 Jul-11 May-11 Sep-07 Sep-07 May-11 Sep-07 Jul-07 Oct-10 Feb-08
Jul-11 Jun-11 Aug-11 May-11 Feb-08 Nov-07 May-11 Jan-08 Aug-07 Nov-10 Sep-08
100,000,000 50,000,000 250,000,000 50,000,000 200,000,000 200,000,000 100,000,000 500,000,000 50,000,000 100,000,000 100,000,000 1,700,000,000
75,000,000 50,000,000 150,000,000 50,000,000 200,000,000 200,000,000 100,000,000 450,000,000 47,000,000 8,504,007 66,250,850 1,396,754,857
25,000,000 0 100,000,000 0 0 0 0 50,000,000 5,250,000 91,500,000 40,027,784 311,777,784
75,000,000 49,025,000 150,000,000 50,615,000 170,103,600 183,782,600 96,297,600 451,938,150 60,255,991 8,653,995 55,799,382 1,351,471,318
0 0 0 0 0 0 0 0 13,500,000 0 11,877,826 25,377,826
75,000,000 49,025,000 150,000,000 50,615,000 170,103,600 183,782,600 96,297,600 451,938,150 73,755,991 8,653,995 67,677,208 1,376,849,144
18
SIC Presentation Date Inception Date Unfunded Commitment
=(B+C)
Alternative Category
Commitment
Amount Contributed1
Total Distributed 2
Total Value
Grand Total
19,529,107,019
15,155,694,969
5,196,521,241
13,561,483,066
2,620,517,986
16,182,001,053
1. Amount Contributed do not include adjustment for portion of total distributions that are recallable. Contributions do include return of unused funded capital. 2. Total distributed include recallable portion of proceeds. 3. Private Equity and Real Estate represent most recently reported quarterly values from the General Partners, adjusted with cash flows through the end of current reported month-end. Hedge Funds reported values are on a one-month lag and Commoditites reported values are as of the current month end. Includes Return of Capital Distributions.
19
High Yield/Bank Loan as of August 31, 2011 Provided To: New Jersey Common Pension Fund E - Private Equity Portfolio Provided From: The PrivateEdge Group Presents underlying fund level information including the Portfolio's original commitments, funded amounts to date, remaining commitments and the distributions to date. A
SIC Presentation Date
=(B+C)
Inception Date
Commitment
Am ount Contributed1
Unfunded Com m itm ent
Total Distributed 2
Total Value
Common Pension Fund B BlackRock Credit Investors BlackRock Credit Investors Co-Invest Canyon Special Opportunities (Cayman) Canyon Special Opportunities (Cayman) Canyon Special Opportunities (Cayman) II Golden Tree Opportunities LP-Class D Oaktree Loan Fund LP Och Ziff Capital TAC 2007, LP TPG Specialty Lending, Inc. Common Pension Fund B Subtotal
Sep-07 Oct-09 Sep-07 Jan-00 Sep-07 Sep-07 Mar-10 Sep-07 May-11
Oct-07 Oct-09 Sep-07 Jan-00 Sep-07 Oct-07 Apr-10 Oct-07 May-11
400,000,000 144,000,000 149,500,000 100,000,000 49,500,000 149,500,000 200,000,000 500,000,000 128,530,670 200,000,000 1,871,530,670
400,000,000 144,000,000 149,500,000 100,000,000 49,500,000 149,500,000 200,013,587 500,000,000 104,755,112 26,509,095 1,674,277,794
93,959,367 82,774,725 0 0 0 0 0 0 23,775,558 173,490,905 374,000,555
198,221,509 92,301,320 5,629,895 5,629,895 0 252,620,754 10,909 566,539,500 48,368,456 26,509,095 1,190,201,438
187,918,733 386,140,242 166,207,945 258,509,265 169,241,304 174,871,199 119,741,304 125,371,199 49,500,000 49,500,000 4,106,876 256,727,630 207,619,458 207,630,367 0 566,539,500 25,786,710 74,155,166 0 26,509,095 760,881,026 1,951,082,464
1. Amount Contributed do not include adjustment for portion of total distributions that are recallable. Contributions do include return of unused funded capital. 2. Total distributed include recallable portion of proceeds. 3. Historical Cost includes the portion of capital contributed from original inception date prior to transfer from Common Pension Fund E in FY2009. 4. High Yield/ Bank Loan Funds reported values are on a one-month lag, adjusted with cash flows through period end date of the current reported month-end.
20
Agenda Item 5a
CHRIS CHRISTIE Governor KIM GUADAGNO Lt. Governor
DEPARTMENT OF THE TREASURY DIVISION OF INVESTMENT P.O. BOX 290 TRENTON, NJ 08625-0290
ANDREW P. SIDAMON-ERISTOFF State Treasurer
October 7, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investments in Sterling Capital Partners IV, L.P. Fund
SUBJECT:
The New Jersey Division of Investment (Division) is proposing an investment of $100 million in Sterling Capital Partners IV, L.P. Fund (SCP IV or the Fund). This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. SCP IV will target 5-6 platform investments per year, in non-cyclical companies with a defensible competitive advantage, strong management & industry fundamentals and a recurring revenue model. Sterling will principally execute a buy and build strategy, investing $24-$200 million in equity over time per investment. The principal areas of focus will be Business Services, Healthcare and Education. The Fund is being led by five of Sterlings managing directors who have worked together at Sterling since 1986. The Funds objective will be to optimize a companys overall capital structure. In many instances, this approach, which is based upon the prudent use of leverage, will yield a significantly higher return on equity than a company had previously been able to achieve. Sterling conducts proprietary research into attractive market opportunities and proactively targets businesses with compelling value propositions and differentiated product or service offerings. When potential investments are identified, the firms rigorous investment due diligence and team-based approach provide for a disciplined review, assessment, and investment process. The Division Staff and its private equity consultant, Strategic Investment Solutions, undertook extensive due diligence on this proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each
New Jersey Is an Equal Opportunity Employer Printed on Recycled and Recyclable Paper
Proposed Investment in Sterling Capital IV, L.P. Fund Page 2 of 2
proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 90 of the Councils regulations. The Sterling Capital Partners IV, L.P. Fund will be considered a buy-out investment, as defined under N.J.A.C. 17:16-90.1. Formal written due diligence reports for the proposed investment was sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments
State Investment Council Fund Review Memo

To: From: Date: Subject: Fund Facts
Fund Name: Fund Type: Current Fund Size: Previous Fund Size/Vintage: Final Close: Fund Address: GP Contact Info Name: Telephone: Email: Sterling Capital Partners IV,L.P. Domestic Buy out 1.2 billion $1.03 billion/ 2007 On or before September 2, 2012 1033 Skokie Boulevard, suite 600 Northbrook, IL 60062 . Steven Taslitz (847)480-4000 staslitz@sterlingpartners.com
State Investment Council Division of Investment October 13, 2011 Sterling Capital Partners IV,L.P. Investment Recommendation
Summary of Terms and Investment Strategy Investment Strategy: Geographic Focus: GP Co-Investment Amount: Terms: Term: Investment period: Management Fee:
Mid-market Buy out US/Canada 3.50% 10 yrs, 3 (1 yr) extensions 6 years
2 % / 1.5% for commitments over $1 b Other Fees: Carry/Performance Fee: Attorney: Auditor: Accounting Firm: NJ AIP Program: Recommended Allocation: % of Fund: LP Advisory Board Membership: Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: 20% / 8% Proskauer Rose LLP and Richards Layton and Finger, P.A. Ernst & Young, LLP
100,000,000.00 8.30% TBD Yes No N/A Yes
*This review memorandum was prepared in accordance with the State Investment Council rules governing the Alternatives Investment Program and the policies and procedures related thereto.
Agenda Item 5b
October 7, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investment in AnaCap Credit Opportunities II, L.P Fund
SUBJECT:
The New Jersey Division of Investment is proposing an investment up to 70 million in AnaCap Credit Opportunities II, L.P. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. AnaCap Financial Partners, with 1 billion of assets under management, is a specialist private equity investment advisor established in 2005 to focus on investments in the European financial services sector. AnaCap Credit Opportunities Fund II, L.P. (ACOF II or the Fund) is the second fund formed under the AnaCap financial platform to invest in portfolios of distressed debt assets in Europe. The Fund will leverage the networks, analytical capabilities and operational skills of the broader AnaCap platform to generate value from credit investment opportunities that arise across Europe. ACOF II is targeting 250 million, with a hard cap of 350 million, to continue its strategy of investing in portfolios of performing, semi-performing and non-performing loans to consumers or small and medium sized enterprises. These portfolios may include unsecured consumer loans, credit card debts, residential and commercial mortgage loans, second lien loans, or other obligations. Fund II targets investments ranging in size between 5 million and 50 million in 12-20 transactions, with expected average holding periods of four to six years. The geographical focus will be Pan-European with a concentration in UK (50%), Ireland (15%), Portugal (15%) and Spain (15%), and the asset sub-sectors are 10% Securities, 35% Residential Performing & Non-Performing, 35% Consumer Performing & Non-Performing, and 20% SMEs. The Division of Investment (Division) Staff and its private equity consultant, Strategic Investment Solutions, undertook extensive due diligence on this proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council.
Proposed Investment in AnaCap Credit Opportunities II,L.P. Fund Page 2 of 2
As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 90 of the Councils regulations. The AnaCap Credit Opportunities II, L.P will be considered a debtrelated investment, as defined under N.J.A.C. 17:16-90.1. Formal written due diligence reports for the proposed investment were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence report, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Fund Size: Previous Fund Size/Vintage: Final Close: Fund Address: GP Contact Info Name: Telephone: Email: AnaCap Credit Opportunities Fund II Distress/Credit 250,000,000.00 60.0 million / 2010 9/30/2012 25 Bedford St, London WC2E 9ES . Joe Giannamore 44 (20) 7070 5255
joe.giannamore@anacapfp.com
State Investment Council Division of Investment October 13, 2011 AnaCap Credit Opportunities Fund II Investment Recommendation
Summary of Terms and Investment Strategy Investment Strategy: Geographic Focus: GP Co-Investment Amount: Terms: Term: Investment period: Management Fee: Other Fees: Carry/Performance Fee: Attorney: Auditor: Accounting Firm: NJ AIP Program: Recommended Allocation: % of Fund: LP Advisory Board Membership: Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg:
Invest in performing, semi-performing and non-performing credit assets Europe 1.5% of Total Commitments up to 250m of total commitments 8 years, 2 (1yr) extension 3 years, 1 (1 yr) extension 1.75% during investment period 1.5% post investment period of the aggregate acquisition costs of investments which remain unrealised
20% / 8% Simmons & Simmons LLP PricewaterhouseCoopers
Up to 70,000,000.00 28.00% YES YES NO N/A YES
Agenda Item 5c
October 3, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investments in TPG Opportunities Partners II, L.P. & Related Separate Account Vehicles
SUBJECT:
The New Jersey Division of Investment (Division) is proposing an investment of $100 million in TPG Opportunities Partners II, L.P. (TOP) and $200 million into separate accounts (New Jersey/TPG NPLs Commercial & New Jersey/TPG NPLs Residential). This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. TPG formed TOP in 2009 to capitalize on liquid and illiquid credit dislocations and other special situations on a dynamic basis across various economic cycles. TOP began investing in May 2009 through separately audited entities primarily within TPG Partners VI, L.P. and TPG Financial Partners, L.P. The Divisions relationship with TPG Opportunities Partners began in May 2011 with a $200 million investment to TOPs direct lending vehicle TPG Specialty Lending. TOP is the primary TPG investment platform for credit investing, and is forming TPG Opportunities Partners II to serve as its principal investment vehicle to pursue special situations and distressed investments across the credit cycle in corporate and asset special situations. The proposed separate accounts will take advantage of the opportunity within the Commercial and Residential non-performing loan space. These accounts will participate alongside TOP II. It should also be noted that these vehicles will have a three year investment period with the option for NJ to extend as it sees fit. The Division has also negotiated favorable terms with a management fee of 0.5% on invested capital and 15% carry. The Division of Investment (Division) Staff and its private equity consultant, Strategic Investment Solutions, undertook extensive due diligence on these proposed additional investments. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment.
Proposed Investment in TPG Opportunities Partners II, L.P. & Related Separate Account Vehicles Fund Page 2 of 2
We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that TPG Opportunities Partners II, L.P. and one of the related separate vehicle investments (New Jersey/TPG NPLs Residential) are authorized pursuant to Articles 69 and 90 of the Councils regulations and will be considered debt-related investments, as defined under N.J.A.C. 17:16-90.1. The second related separate vehicle investment (New Jersey/TPG NPLs Commercial) is authorized pursuant to Articles 23 and 63 of the Council regulations and will be considered a bank loan fund as defined under N.J.A.C. 17:16-23.1. Formal written due diligence reports for the proposed investments were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investments at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Fund Size: Previous Fund Size/Vintage: Final Close: Fund Address: GP Contact Info Name: Telephone: Email: TPG Opportunities Partners II Fund/TPG NPL Residential and Commercial Distressed $1.5 billion $1.857 billion/2009 TBD 345 California St, Suite 3300 San Francisco, CA 94104 . Alex Waxman 415-486-5959 awaxman@tpg.com
State Investment Council Division of Investment October 13, 2011 TPG Opportunities Partners II, L.P. & Related Separate Account Vehicles Investment Recommendation
Summary of Terms and Investment Strategy TOP II December 31st of the seventh year following the final closing but may be extended by the general partner with the consent of the advisory committee of up to two consecutive additional one-year periods.NPL Separate Accounts - The term of the Partnership shall commence as of the Initial Closing Date and shall continue in full force and effect until the completion of the term of the TOP II Funds. However, the term of the Partnership may be extended by the General Partner with the Consent of a majority in interest of the Limited Partners. TOP II End of three years, after the final closing.NPL Separate Accounts The commitment period of the NPL vehicles will terminate at the same time as the commitment period of the TOP II funds. TOP II Initial closing, 1.25% of committed capital.NPL Separate Accounts- During the term of the NPL vehicle, the fee will be 0.5% of invested capital and, post the commitment period, 0.5% lesser of fair market value or cost. TOP II 100% offset against the management fee of all net proceeds received by the management company for any financial consulting fees, directors fees, advisory fees, monitoring fees, origination fees, transaction fees and break-up fees. and break-up fees.Organization Expenses up to $3 million.NPL Separate Accounts - 100% offset against the management fee of all net proceeds received by the management company for any financial consulting fees, directors fees, advisory fees, monitoring fees, origination fees, transaction fees and break-up fees.Organization Expenses up to $1 million. TOP II Deal by deal carry structure. 20% general partner carry and a 100% catch-up for any net proceeds attributable to the disposition of a portfolio investment. NPL Separate Accounts European waterfall carry structure. 15% general partner carry. Cleary Gottlieb Steen & Hamilton LLP KPMG LLP
Term:
Investment period: Management Fee:
Other Fees:
Carry/Performance Fee:
Attorney: Auditor: Accounting Firm: NJ AIP Program: Recommended Allocation: % of Fund: LP Advisory Board Membership: Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg:
300,000,000.00 15.00% TOP II - YES NPL Separate Accounts- YES YES NO N/A YES
Agenda Item 5d
October 3, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investment in Tenaya Capital VI Fund
SUBJECT:
The New Jersey Division of Investment is proposing an investment of $40 million in Tenaya Capital VI Fund. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. Tenaya Capital, LLC is a venture capital investment partnership focused on investments in midto late-stage venture backed technology companies. Tenaya is the successor to Lehman Brothers Venture Partners, which was spun out of Lehman Brothers as an independent firm in February 2009. The Fund will be managed by the same core investment team and will continue to execute the same investment strategy of Tenaya Capital IV $300 million of parallel partnerships formed in 2003 (Fund IV) and Tenaya Capital V $365 million of parallel partnerships formed in 2007 (Fund V). Tenaya is currently raising Tenaya Capital VI, L.P. (Fund VI) targeting $300 million with a hard cap of $400 million. Fund VI targets equity investments ranging from $5 million to $10 million with follow-on financings bringing the total to $10 million to $15 million per company in roughly 30 companies. Tenaya has historically invested in Software, Internet, Communications, IT Infrastructure, Electronics and other emerging technology sectors. The Division of Investment (Division) Staff and its private equity consultant, Strategic Investment Solutions, undertook extensive due diligence on this proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund engaged Lazard Frres & Co. LLC (the "placement agent") as third-party solicitor in connection with the potential investment. Staff has determined that the placement agent and its representatives met the registration, licensing and experience requirements set forth in the Divisions Placement Agent Policy dated July 09, 2009 (the "Policy"). Pursuant to the Policy, the fund has disclosed the contract between the fund and the placement agent, specifying the scope of services to be performed by the
Tenaya Capital VI Fund Page 2 of 2
placement agent and the fee arrangement between the placement agent, the general partner and any other third party. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 90 of the Councils regulations. The Tenaya Capital VI Fund will be considered a venture capital investment, as defined under N.J.A.C. 17:16-90.1. Formal written due diligence reports for the proposed investment were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Fund Size: Previous Fund Size/Vintage: Final Close: Fund Address: GP Contact Info Name: Telephone: Email: Tenaya Capital VI, LP Venture $300 - $400 million $365 million / 2007 First half 2012 2965 Woodside Road, Suite A Woodside, CA 94062
State Investment Council Division of Investment October 13, 2011 Tenaya Capital VI, LP Investment Recommendation
Dave Markland (650) 687-6577 dave@tenayacapital.com
Summary of Terms and Investment Strategy Investment Strategy: Industry Focus: Geographic Focus: GP Co-Investment Amount: Terms: Term: Investment period:
Mid- to late-stage venture backed technology companies Technology companies. Primarily U.S. with a 20% limit on international investment 1% of aggregate committed capital 10 year initial/ 1 (1 yr) extension by GP, thereafter, additional 1-yr periods, with consent of a majority of LPs 5 years The management fee will be 2.0% during the Investment Period based on Capital Commitments. Thereafter, the management fee will be 2.0% per annum of the Limited Partners committed capital less the cost basis of portfolio securities sold, distributed or written-off. 100% fee offset 20% Cooley LLP PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
Management Fee:
Other Fees: Carry/Performance Fee: Attorney: Auditor: Accounting Firm: NJ AIP Program: Recommended Allocation: % of Fund: (depending on total fund raised) LP Advisory Board Membership: Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg:
$40,000,000.00 10 - 13% YES YES YES YES YES
Agenda Item 6a
October 7, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investment in Wheelock Street Real Estate Fund
SUBJECT:
The New Jersey Division of Investment (the Division) is proposing an investment of $150 million in Wheelock Street Real Estate Fund. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. Of the $150 million commitment, $100 million will be invested directly in the fund and $50 million will be reserved for co-investment alongside future fund deals. Wheelock Street Real Estate Fund (WSREF) is a U.S. based opportunistic real estate fund sponsored by Wheelock Street Capital (Wheelock or the Firm) that is currently targeting approximately $500 million of capital commitments from a limited number of investors. Wheelock is a stand-alone private equity real estate firm founded in 2008 by Merrick Rick Kleeman and Jonathan Paul. WSREF is the first commingled fund offered by the Firm. However, Wheelocks investment activities to date have been funded by Baupost (a $23 billion Boston-based Hedge Fund) and The University of Texas Investment Management Company (UTIMCO) ($27 billion AUM) with Wheelock participating alongside those investors in the transactions. We have had positive reference calls with Baupost, UTIMCO and another potential investor regarding Wheelocks prior investments and current strategy. The Fund will invest in a broad range of real estate and real estate-related assets throughout the United States, including individual assets, portfolios, operating companies, and securities. The Fund will seek opportunistic returns on a portfolio basis by utilizing various capital structures, including distressed or high yielding debt, preferred equity, and equity investments. Wheelock will build a diversified portfolio by investing in multiple asset classes, either directly through its current hospitality and residential platforms or through joint ventures, recapitalizations or corporate transactions in other property types.
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The Fund will target (i) situations with minimal or no competition; (ii) opportunities in areas that run counter to prevailing market thinking; and (iii) investments with intensive value-add programs such as rebranding or repositioning through capital investment, opportunities to drive operational efficiency, accretive disposition opportunities, and other sources of value that have been overlooked by buyers or sellers. Mr. Kleeman has over 22 years of real estate experience and was a Senior Managing Director and Head of Acquisitions at Starwood Capital Group (Starwood) a position he held from 19972007. Mr. Kleeman joined Starwood in 1992 shortly after the Firm was founded in 1991 and was one of the senior acquisition partners reporting directly to Barry Sternlicht for his entire tenure. Mr. Paul has over 21 years of real estate experience and was a Managing Member and cofounder of Rockpoint Group L.L.C. (Rockpoint), which was formed in 2003 and manages over $5 billion in equity capital through five real estate opportunity funds. From 1994-2003, Mr. Paul was a Managing Member of Westbrook Partners, L.L.C. The Division Staff and its consultant, Callan Associates, undertook extensive due diligence on the proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that these investments are authorized pursuant to Articles 69 and 71 of the Councils regulations. The Wheelock Street Real Estate Fund will be considered a non-core real estate investment, as defined under N.J.A.C. 17:16-71.1. Formal written due diligence reports for the proposed investments were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 30, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investments at the Councils October 13, 2011 meeting. Attachments
State Investment Council Investment Committee Fund Review Memo

Fund Name: Fund Type: Current Fund Offering: Current Fund Size/Vintage: Previous Fund Size/Vintage Final Close: Fund Address: Wheelock Street Real Estate Fund Co-mingled $150 million ($100 million to Fund and $50 million set aside for Co-investments) $500 million N/A TBA 52 Mason Street Greenwich, CT 06830
State Investment Council Division of Investment October 13, 2011 Real Estate Investment Recommendation
GP Contact Info
Name: Telephone: Email: Merrick R Kleeman (203) 413-7701 kleeman@wheelockst.com
Summary of Terms and Investment Strategy

Investment Strategy: Geographic Focus: GP Co-Investment Amount: Terms: Term: Investment Period: Opportunistic Real Estate US with up to 10% outside of US & Canada $20 million
8 years with two one-year extensions at the GP's election Earlier of the (i) third anniversary of the Final Close or (ii) the date that all Commitments are fully called, committed, or reserved. 1.5% on commitments during commitment period; 1.5% on net equity invested thereafter 9% First, 100% to the LPs until they have received, on a cumulative basis, a return of all capital contributed Second, 100% to the LPs until they have received, on a cumulative basis, a 9% compounded annual return on all capital contributed; Third, 50% to the LPs and 50% to the GP until the GP has received 20% of the cumulative distributions plus a cumulative return of 9% per annum, compounded annually, on any such profits ; Thereafter, 80% to the LP and 20% to the GP. n/a Goodwin Procter LLP PricewaterhouseCoopers LLP
Management Fee: Preferred Return: Catch Up:
Back Office/Servicer: Fund Attorney: Auditor:
NJ AIP Program:
Recommended Allocation Current: % of investment in Fund I: LP Advisory Board Membership: Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $100 million to the Fund 20% Yes Yes No N/A Yes
Agenda Item 7a
October 7, 2011 MEMORANDUM TO: State Investment Council FROM: Timothy Walsh Director
SUBJECT: Proposed investment in ValueAct Capital Partners II, LP Fund
The New Jersey Division of Investment is proposing an investment of up to $150 million in ValueAct Capital Partners II, LP Fund managed by ValueAct Capital. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9
ValueAct Capital (VAC or the firm) was founded in 2000 by Jeffrey Ubben, George Hamel and Peter Kamin (retiring at end of 2011). The firm currently manages $6.0 billion in its flagship activist fund, ValueAct Capital Master Fund, L.P. (ValueAct or the fund). ValueAct employs a total of 24 people of whom 11 are investment professionals. The firm is headquartered in San Francisco and has a satellite office in Boston. The firm is majority owned by eleven partners. At 8% of NAV, ValueActs employees are, collectively, one of the funds largest investors. ValueAct registered with the SEC in August 2010. No material departures from best practices were found in the operational review. ValueAct runs a concentrated activist strategy focused on 10 to 18 core investments and 2 to 5 attractive, smaller positions requiring further intensive due. Investments are predominately in U.S. mid-cap equities. The fund acquires significant (typically 5% to 15%) ownership stakes in companies with high cash flow yield and cash flow growth which are trading at considerable discounts to comparable private market valuations. The investment team actively works with management and/or corporate boards to create value for shareholders in a collaborative manner. ValueAct will strive to obtain board seats if they ultimately believe it to be an advantage in the value realization process. In the past, VAC partners have held 31 board seats at 27 companies out of the 60 core investments it has made. The investment team seeks to unlock value through encouraging balance sheet restructurings, management changes, strategy changes, divestitures, and sales of companies. The manager has rarely used shorting or hedging but has legal authority to do so.
Proposed Investment in ValueAct Capital Partners II, LP Fund Page 2 The fund has produced very strong absolute and risk-adjusted returns for over ten years. From its inception in December 2000 through June 2011, the fund generated an annualized return of 17.66% with a standard deviation of 16.35%, resulting in a Sharpe Ratio of 0.93. The returns place the fund in the top quartile among peers. The proposed investment has 3-year lock up (2year hard lock, 1-year soft lock), a 1.25% management fee (reduced from 1.50% due to our planned investment of $150 million) and a 20% performance fee with 8% preferred return. The Division of Investment (Division) Staff and its hedge fund consultant, Cliffwater LLC, undertook extensive due diligence on these proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff has determined that the fund has not engaged a thirdparty solicitor (a "placement agent") in connection with the potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern the investment. In addition, the proposed investment must comply with the State Investment Councils (the Council) regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 100 of the Councils regulations. ValueAct Capital Partners II, LP Fund will be considered an equity oriented hedge fund, as defined under N.J.A.C. 17:16-100.1. Formal written due diligence reports for the proposed investment were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investments was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting.
Attachments

Fund Name: Fund Type: Current Master Fund Size: Inception: Fund Address: ValueAct Capital Partners II, L.P. Equity Oriented - Hedge Fund $6.0 billion December-2000 435 Pacific Avenue, 4th Floor San Francisco, CA 94133
State Investment Council Division of Investment October 13, 2011 Hedge Fund Investment Recommendation
GP Contact Info
Name: Telephone: Email: Briana J. Zelaya 415-362-3700 bzelaya@valueact.com

Investment Strategy: Concentrated activist strategy focused on 10 to 18 core investments and 2 to 5 attractive, smaller positions, predominately in U.S. equities. The fund acquires significant (typically 5% to 15%) ownership stakes in companies with high cash flow yield and cash flow growth which are trading at significant discounts to comparable private market valuations. The investment team actively works with management and/or corporate boards to create value for shareholders in a non-confrontational manner. The investment team seeks to unlock value through encouraging balance sheet restructurings, management changes, strategy changes, divestitures, and sales of companies. The manager has not used shorting or hedging but has legal authority to do so.
Fee Terms: Management and Performance Fees: Other Fees: Hurdle Rate: Service Providers: Prime Broker(s): Administrator(s): Auditor(s): Legal Counsel: Liquidity/Redemption Terms: Lock-up: Redemption: Side Pocket:
Management fee: 1.25% (Tranche 3) Performance fee: 20% Fund expenses: 13 bps 8% preferred return
BNP Paribas International Fund Services Pricewaterhouse Coopers Paul, Weiss, Rifkind & Garrison; Dechert
2 year hard and 1 year soft (10% redemption charge) Annual, can redeem 5% annually during lock-up period Up to 10%
NJ AIP Program:
Recommended Allocation: % of Master Fund: % of New Jersey State Pension Plan ($72b): % of AIP Hedge Fund Allocation ($4.0b): Consultant Recommendation: *see due diligence memo Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $150 million 2.50% 0.21% 3.75% Yes None N/A Yes
* This review memorandum was prepared in accordance with the State Investment Council rules governing the Alternatives Investment Program and the policies and procedures related thereto.
Agenda Item 7b
October7, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investment in Brevan Howard LP
SUBJECT:
The New Jersey Division of Investment is proposing an investment up to $200 million in Brevan Howard LP. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. Brevan Howard (the Firm) was founded in 2002 by five former members of the Credit Suisse First Boston (CSFB) Developed Markets Rates trading team. The Firms flagship fund, the Brevan Howard Master Fund Limited (BHMF or the Fund), is a global macro strategy with exposure predominantly to global fixed income and foreign exchange markets. As at 31 August 2011, the Firm is estimated to manage over $34 billion in assets, including $26.1 billion in BHMF. The Firm employees 351 employees (approximately 100 investment professionals) and has offices in London, Geneva, Hong Kong, Tel Aviv, Jersey, Washington D.C, and Dublin. There are approximately 55 traders within the Firm. Alan Howard, one of the five founders of the Firm, runs the largest book of the Funds capital. BHMF employs global macro and relative value trading strategies. The investment objective of BHMF is to generate consistent long-term appreciation through active leveraged trading and investment on a global basis. BHMF employs an investment process which primarily uses a combination of macro and relative value strategies. New trading strategies will be added as investment opportunities present themselves. Brevan Howard has established a risk management framework which is intended to identify, measure, monitor, report, and where appropriate, mitigate key risks identified. Amongst other things, the risk management framework addresses portfolio risks (such as market, credit, liquidity, counterparty and funding risks), operational risks and outsourcing risks. Portfolio risks which are monitored by the risk management team include analysis of sensitivity measures, gross and net exposures, value at risk and leverage, as well as stress tests and scenario analyses, with a view to identifying and mitigating the potential impact of extreme market movements. BHMF has produced excellent risk-adjusted returns. From inception through August 2011, the strategy generated an annualized return of 13.63% with volatility of 7.365%, resulting in a
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Sharpe ratio of 1.42. The funds risk adjusted performance place it in the top quartile among all hedge funds and within the Global Macro universe Brevan Howard charges a 2% management fee and 25% performance fee. All investors pay an additional operational service charge of 0.50% per annum. The fees, while high in comparison to the general hedge fund universe, are in-line with most other global macro funds. The top funds in the space charge a 2% to 4% management fee and a 20% to 30% performance fee. Liquidity for BHMF provides for a one year soft lock up and thereafter 5% redemption fee on redemptions in excess of 25% of the investors holdings in any consecutive three month period with monthly liquidity upon 90 days redemption notice. Redemptions are subject to investor level and fund level gating mechanisms. The Division of Investment (Division) Staff and its hedge fund consultant, Cliffwater LLC, undertook extensive due diligence on the proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund engaged Brevan Howard US LLC (the "placement agent") as third-party solicitor in connection with the potential investment. Staff has determined that the placement agent and its representatives met the registration, licensing and experience requirements set forth in the Divisions Placement Agent Policy dated July 09, 2009 (the "Policy"). Pursuant to the Policy, the fund has disclosed the contract between the fund and the placement agent, specifying the scope of services to be performed by the placement agent and the fee arrangement between the placement agent, the general partner and any other third party. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 100 of the Councils regulations. Brevan Howard LP will be considered an opportunistic hedge fund investment, as defined under N.J.A.C. 17:16-100.1. Formal written due diligence reports for the proposed investment were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Master Fund Size: Inception: Fund Address: Brevan Howard LP/Brevan Howard Fund Limited Absolute Return - Hedge Fund $25.1 billion February 2004 (Brevan Howard LP)/ April 2003 (Brevan Howard Fund Limited) Brevan Howard principal office 55 Baker Street, London WIU 8EW, United Kingdom
GP Contact Info
Name: Telephone: Email: Bruce Terry (212) 418-8200 bruce.terry@brevanhoward.com

Investment Strategy: The feeder funds invest all of their assets (to the extent not retained in cash) in the ordinary shares of Brevan Howard Master Fund Limited (the "Master Fund"). The investment objective of the Master Fund is to generate consistent long-term appreciation through active leveraged trading and investment on a global basis. The Master Fund employs an investement process which primarily uses a combination of macro and relative value strategies. The underlying philosophy is to construct strategies, often contigent in nature, with superior risk/return profiles, whose outcome will often be crystallised by an expected event occuring within a predetermined period of time. New trading strategies will be added as investment opportunities present themselves.
Management fee: 2.00% Performance fee: 25% Operational Service fee: 0.50% Other fees of approx 10 -15 bps None
Credit Suisse Securities (USA) LLC, UBS AG, Deutsche Bank and Credit Suisse International Fund Services (Ireland) Limited KPMG Simmons & Simmons LLP, Maples & Calder, Sidley Austin LLP
None, 5% redemption penalty during first year and thereafter 5% redemption fee on redemptions in excess of 25% of the investors holdings in any 90 day period. Monthly with 90 days notice, 10% fund level gate None
NJ AIP Program:
Recommended Allocation: % of Master Fund: % of New Jersey State Pension Plan ($72b): % of AIP Hedge Fund Allocation ($3.6b): Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $200 million 0.80% 0.28% 5.56% Yes Yes - Brevan Howard US LLC Yes TBD
Agenda Item 7c
October 7, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Investment in Elliott Associates, LP
SUBJECT:
The New Jersey Division of Investment is proposing an investment of $200 million in Elliott Associates, LP, which will be allocated to the credit hedge fund asset allocation category. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. Elliott Management Corporation (Elliott or the firm) was founded in 1977 by Paul Singer, who practiced corporate and securities law prior to founding the firm. Elliott is one of the oldest hedge funds in existence. The firm manages more than $17 billion in its hedge fund strategy. Elliott is headquartered in New York City and maintains offices in London, Hong Kong, and Tokyo. The firm has 270 employees, of which 125 are investment professionals. The firm is majority owned by Mr. Singer and three additional principals became equity partners in 2011. Firm principals and other insiders have a substantial portion of their net worth invested in the funds and comprise the largest investor group. Elliott has consistently maintained a contrarian view of the risks facing investors in financial assets, and this has historically led Elliott to find areas of investment opportunity that are relatively less crowded. Elliott currently employs a global investment strategy designed to produce high risk adjusted returns while minimizing correlations to equity and bond markets, principally by focusing on process driven situations involving arbitrage and distressed situations, and by managing a substantially hedged book. The capital allocation process among strategies is entirely opportunistic, based on bottom-up fundamental research, rather than adhering to pre-determined ranges, and with the exception of commodities and structured products, the investment analysts are generalists and are able to invest across the capital structure and types of industries. Elliott has produced very strong returns on a risk adjusted basis. Since inception in February 1977 through November 2010, Elliott Associates, L.P. has generated an annualized net return of 14.40% and a standard deviation of 4.13%, resulting in a Sharpe ratio of 1.78. Since January
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1990 through July 2011, Elliott has generated a return of 13.10%. In comparison, the HFRI Fund Weighted Composite Index and the HFRI Event Driven (Total) Index have returns of 11.80% and 12.23% respectively. The returns place them in the top quartile among peers on a risk adjusted basis. Year-to-date as of July, Elliott has produced a return of 4.79%, while the aforementioned indices have produced returns of 1.23% and 2.78% respectively. Elliott continued their strong performance in August with a return of 0.8%, bringing the YTD return to 5.7%. It should also be noted that in 2008. Elliott was down only 3.08%. In comparison, the S&P 500 was down 37% during the same year. The Division of Investment (Division) Staff and its hedge fund consultant, Cliffwater LLC, undertook extensive due diligence on these proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 100 of the Councils regulations. The Elliott Associates, LP investment will be considered a multi-strategy hedge fund, as defined under N.J.A.C. 17:16-100.1. Formal written due diligence reports for the proposed investment were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 30, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Master Fund Size: Inception: Fund Address: Elliott Associates, L.P. Credit Oriented - Distressed HF $17.8 billion February-1977 712 Fifth Avenue New York, NY 10019
GP Contact Info
Name: Telephone: Email: Jaime Hobbeheydar (212) 478-2800 jhobbeheydar@elliottmgmt.com

Investment Strategy: The fund employs a global investment strategy principally focused on process driven situations involving arbitrage and distressed situations. They seek to minimize correlations to equity and bond markets by managing a substantially hedged book. Additionally, the fund will invest in equity and portfolio volatility investments. The fund's capital allocation among strategies is contrarian, opportunistic and based on bottom-up fundamental research. A significant portion of the firm's positions include activist or control activities which involve complex situations.
Fee Terms: Management and Performance Fees:
Other Fees: Hurdle Rate: Service Providers: Prime Broker(s): Administrator(s): Auditor(s): Legal Counsel: Liquidity/Redemption Terms: Lock-up:
Management fee: 1.50% Performance fee: 20% with modified high water mark (10% when recouping 150% of prior losses) Fund expenses: 18 bps Capital surcharge of 1.75% on all contributions and distributions None
Barclays, Credit Suisse, Deutsche Bank, BNP, Citigroup, Goldman Sachs, JP Morgan, Morgan Stanley, UBS, Pershing Self-administer, BoNY and JP Morgan Chase external administration Grant Thornton Kleinberg, Kaplan, Wolff & Cohen
Redemption: Side Pocket:
2 years on each contribution; fund has a 2 year commitment period after which investors are released from making further capital contributions, investors cannot redeem until the earlier of July 1, 2014 and 6 months after the commitment is fully drawn or terminated Semi-annual subject to 20% fund level gate and 25% investor level gate Up to 15%
NJ AIP Program:
Recommended Allocation: % of Master Fund: % of New Jersey State Pension Plan ($66b): % of AIP Hedge Fund Allocation ($4.0b): Consultant Recommendation: *see due diligence memo Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $200 million 1.12% 0.30% 5.00% Yes None Yes Yes
Agenda Item 7d
October 7, 2011 MEMORANDUM TO: FROM: The State Investment Council Timothy Walsh Director Proposed Add-On investment in Winton Futures Fund
SUBJECT:
The New Jersey Division of Investment is proposing an add-on investment of up to $100 million in Winton Futures Fund. This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. Winton Capital Management (Winton) was founded in 1997 by David Harding, previously of AHL, one of the top CTA managers in London. Winton has $23.9 billion under management, of which the Winton Futures Fund (WFF) accounts for $8.8 billion. The firm employees 218 people, 94 of which are dedicated to research. WFF is a systematic CTA trading 120 futures markets across equities, fixed income, currencies and commodities. There are few key differentiators for Winton relative to peers. Wintons volatility target of 710% is much lower than many peers which typically target 15-19%. This allows the WFF to take less risk and limits large draw downs. Also, most CTAs rely almost entirely on price trends, while Winton also incorporates non-price driven factors to diversify returns. In the firms ongoing commitment to develop new areas of research and furthering its investment universe, Winton started trading single name cash equity this year which added a non-correlated return stream for WFF, (previously all equity investments were through indices). Finally, the holding periods of the trades are typically longer than its peers as its trading system takes into account not only correlation and liquidity, but also transaction costs. In volatile markets when there are sharp reversals, Winton will typically hold positions longer (3-4 months on average). Examples of trades in which this approach has been beneficial are long Gold and the short European bank stock index. WFF has a long performance history extending almost 14 years. The funds annualized return of 11.43% over the last 5 years significantly exceeds the 4.79% return of the HFRI Fund Weighted Composite Index and the 5.95% annualized return of the HFRI Macro (Total) Index. This performance places WFF in the top quartile of all hedge funds and of global macro hedge funds.
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Winton charges a 1% management fee, which is below the typical 2% fee charged by most hedge funds, and a 20% performance fee. The firm allows for monthly liquidity with no lock up and no gate. The Division of Investment (Division) Staff and its hedge fund consultant, Cliffwater LLC, undertook extensive due diligence on these proposed investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 100 of the Councils regulations. Winton Futures Fund will be considered opportunistic hedge fund investment, as defined under N.J.A.C. 17:16-100.1. Formal written due diligence reports for the proposed investment were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Master Fund Size: Inception: Primary Business Address: Winton Futures Fund Absolute Return - Hedge Fund $8.8 billion October-1997 1-5 St. Mary Abbott's Place London, UK
Contact Info
Name: Telephone: Email: Andrew Fraser 44 20 7751 7816 a.fraser@wintoncapital.com

Investment Strategy: Systematic commodities trading advisor (CTA) trading over 100 global futures markets across equities, fixed income, currencies, energies and commodities. The manager's approach is predominantly directional seeking to profit from momentum opportunities across a broad range of markets with trend following programs, in addition they are continually focusing on research into non-price factors to diversify returns. The fund is currently allocated approximately 70% to trend following and 30% to non-price driven, fundamental factors. The fund's strategy is fully systematic, dictated by algorithms that are continuously executed throughout each trading day.
Fee Terms: Management and Performance Fees: Other Fees: Hurdle Rate: Service Providers: Broker(s): Custodian(s): Administrator(s): Auditor(s): Legal Counsel: Liquidity/Redemption Terms: Lock-up: Redemption: Side Pocket:
Management fee: 1.00% Performance fee: 20% Fund expenses: approx 14 bps None
Newedge Group, Barclays Bank, Goldman Sachs, BoA; Bank of New York, Northern Trust Custom House Fund Services (Ireland) KPMG Willkie Farr & Gallagher, Simmons & Simmons, Maples & Calder
None Monthly with 2 days notice None
NJ AIP Program:
Recommended Allocation: % of Master Fund: % of New Jersey State Pension Plan ($66b): % of AIP Hedge Fund Allocation ($4.0b): Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $100 million additional capital bringing total cost basis to $200 million 0.90% 0.30% 5.00% Yes None N/A Yes
Agenda Item 7e
October 7, 2011 MEMORANDUM TO: FROM: State Investment Council Timothy Walsh Director Proposed Add-On investment in Centerbridge Credit Partners Fund, L.P.
SUBJECT:
The New Jersey Division of Investment is proposing an additional investment of $60 million in Centerbridge Credit Partners Fund, L.P. (the Fund). This memorandum is presented to the State Investment Council (the Council) pursuant to N.J.A.C. 17:16-69.9. NJDOI previously invested $140 million in the Fund in two separate commitments (November 2007 - $100 million & January 2011 - $40 million). The investment has a market value as of 6/30/11 of $201.6 million (1.44x). It should also be noted that in addition to its hedge fund commitments, NJDOI has made commitments to the firms private equity funds, Centerbridge Capital Partners I ($80 million) and Centerbridge Capital Partners II ($100 million). Centerbridge Capital Partners I is one of the private equity portfolios top performers Centerbridge Partners is a New York based investment management firm founded in early 2006 by Jeffrey Aronson and Mark Gallogly. Previously, Mr. Aronson managed distressed investments at Angelo, Gordon & Co. and Mr. Gallogly headed the Private Equity Group at The Blackstone Group. Centerbridge manages $17.2 billion in investments within both hedge funds and private equity funds, as of August 31, 2011. The firm has 119 employees including 44 investment professionals, as of October 3, 2011. Senior staff has made a significant investment in the fund. The fund is currently only taking in new capital as replacement for redemptions, which have been limited in size. Centerbridge Credit Partners is a distressed securities hedge fund that seeks to capitalize on undervalued credit oriented investment opportunities. The funds focus is on two primary areas: non-control distressed securities and undervalued credit investments such as leveraged loans, high yield bonds, specialty financings, structured products and credit related equities. The fund expects to make only modest use of leverage. Investments are mainly in the US with moderate exposure in Europe. Since inception in November of 2007, Centerbridge Credit Partners has generated a return of 12.67 annualized%. In comparison, the HFRI Fund Weighted Composite Index and the HFRI Event Driven (Total) Index have returns of 1.72% and 2.39% respectively. The returns place
Proposed Add-On investment in Centerbridge Credit Partners Fund, L.P. Page 2 of 2
them in the top quartile among peers. Year-to-date as of July, Centerbridge Credit has produced a return of 5.6%, while the aforementioned indices have produced returns of 1.23% and 2.78% respectively. The Division of Investment (Division) Staff and its hedge fund consultant, Cliffwater LLC, undertook extensive due diligence on this proposed additional investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged a third-party solicitor (a "placement agent") in connection with New Jerseys potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern each investment. In addition, each proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 100 of the Councils regulations. The Centerbridge Credit Partners Fund, L.P. will be considered a credit oriented hedge fund, as defined under N.J.A.C. 17:16-100.1. Formal written due diligence reports for the proposed investment was sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 8, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investment was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting.
Attachments

Fund Name: Fund Type: Current Master Fund Size: Inception: Fund Address: Centerbridge Credit Partners Fund, L.P. Credit Oriented - Hedge Fund $7.0 billion as of August 31,2011 November-2007 345 Park Avenue, 15th Floor New York, NY 10154
GP Contact Info
Name: Telephone: Email: Samuel Riter (212) 672-4477 sriter@centerbridge.com

Investment Strategy: Credit-Distressed fund that seeks to capitalize on undervalued credit oriented investment opportunities. The fund pursues a long-biased distressed credit strategy focused primarily on two areas: non-control distressed securities and undervalued credit investments such as leveraged loans, high yield bonds, specialty financings, real estate debt, structured products and credit related equities. The fund has not used (and currently does not anticipate using) leverage (except for certain nonrecourse asset level financings), Minimal use of short investments and has the majority of its investments in the US with smaller exposures to Europe and Asia.
Fee Terms: Management and Performance Fees: Other Fees: Hurdle Rate: Service Providers: Prime Broker(s): Administrator(s): Auditor(s): Legal Counsel: Liquidity/Redemption Terms: Lock-up:
Management fee: 1.75% Performance fee: 20% Fund expenses: 20 bps None
JP Morgan Clearing , Goldman Sachs, Morgan Stanley Citi Hedge Fund Administration PricewaterhouseCoopers Schulte Roth & Zabel, Ogier (Caymans)(Centerbridge Credit Partners Offshore, Ltd)
Redemption: Side Pocket:
2 year initial lock up with respect to half of the capital account with a 2 year rolling lockup thereafter; 3 year lock-up with respect to the other half of capital account with a 2 year rolling lock-up thereafter At anniversary with 90 day notice Up to 25%
NJ AIP Program:
Recommended Allocation: % of Master Fund: % of New Jersey State Pension Plan ($66b): % of AIP Hedge Fund Allocation ($4.0b): Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $60 million additional capital bringing total cost basis to $200 million 2.86% 0.30% 5.00% Yes No N/A Yes
Agenda Item 7f
October 7, 2011
MEMORANDUM TO: The State Investment Council FROM: Timothy Walsh Director
SUBJECT: Proposed add-on investment in Asian Century Quest Fund (QP), LP Fund The New Jersey Division of Investment is proposing an addition of $75 million to our investment in Asian Century Quest Fund (QP), LP (the Fund). This memorandum is presented to the State Investment Council (Council) pursuant to N.J.A.C. 17:16-69.9. Asian Century Quest Capital, LLC (ACQ) was founded in 2005 by Brian Kelly, who was previously the Japan/Asia sector head at Maverick Capital. The firm manages approximately $1.8 billion in two Asian equity long/short strategies: the flagship strategy and a Smaller Companies strategy launched in April 2008. ACQ has 37 employees world-wide, including 28 investment professionals of which 20 are located in the New York headquarters, 5 are in Tokyo, and 3 are in Hong Kong. In addition to Mr. Kelly, who is fluent in Japanese, the team includes nine Japanese, three Korean, five Chinese, and two Indian nationals. The firm is 100% owned by Mr. Kelly and has been registered with the SEC since 2006. Mr. Kelly and other insiders have a substantial portion of their net worth invested in ACQ strategies. ACQs flagship strategy has produced solid absolute and risk-adjusted performance since inception from March 2005 through July 2011. Over this period, the strategy has generated an annualized net return of 10.01% and a standard deviation of 8.62%, resulting in a Sharpe Ratio of 1.13. The HFRI Equity Hedge (Total) Index has returned 4.99% over the same period. The fund ranks in the top quartile since inception within the Equity Hedge universe on a risk adjusted basis. The State of New Jersey Division of Investment invested $75 million in two tranches, $37.5 million each in August and September 2008. Our investment has returned 16.99% cumulative over the period August 2008 to August 2011 (annualized 5.22%) based on estimated August performance Comparative returns for MSCI EAFE Indices for Japan, Korea and China for the same periods are -14.10%, 15.64% and 1.67%, respectively. ACQ is a bottom-up fundamentally driven equity long/short fund focused on Asia, with primary emphasis on Japan and China. The fund attempts to identify and forecast key business drivers by
Proposed Investment in Asian Century Quest Fund (QP), LP, Page 2 conducting primary research through continuous interaction with management, consultants, and others and producing detailed proprietary financial models. ACQ aims to have significantly lower volatility than the market by maintaining low sector and country net exposures. Total portfolio net exposure is typically around 35% net long. Shorts are primarily alpha driven individual names, and index shorts are uncommon. The fund is diversified across more than 100 positions and limits individual long positions to 7.5% at cost. Additionally, while the fund can be heavily weighted to specific countries from a gross perspective, it does not make country or sector bets as the sector heads are required to have positions on both the long and short side. The funds country allocations have fluctuated since inception; however, Japan has always been the funds largest allocation. Recently the funds allocations have been 45% Japan, 30% Greater China, 10% Korea, and the remainder to other Asian countries. The fund does not make significant use of leverage with the gross exposure ranging from 150% to 250% (longs are typically between 100% and 150%, and shorts are typically between 60% and 100%). The Divisions original investment carries a 2% management fee, 20% performance fee with a soft lock-up of 18 months. The proposed add-on will have same terms as the original investment. The fund has a high water mark and a 50% fund-level gate. The Division of Investment (Division) Staff and its hedge fund consultant, Cliffwater LLC, undertook extensive due diligence on this proposed additional investment. We completed the same due diligence process as with all the other alternative investment opportunities presented to the Council. As part of its due diligence process, staff determined that the fund has not engaged either a thirdparty solicitor or placement agent in connection with the potential investment. We will work with representatives of the Division of Law and outside counsel to review and negotiate specific terms of the legal documents to govern the investment. In addition, the proposed investment must comply with the Councils regulation governing political contributions (N.J.A.C. 17:16-4). Please note that this investment is authorized pursuant to Articles 69 and 100 of the Councils regulations. The investment in the Fund will be considered an equity oriented investment, as defined under N.J.A.C. 17:16-100.1. Formal written due diligence reports for the proposed investments were sent to each member of the Investment Policy Committee and a meeting of the Committee was held on September 30, 2011. In addition to the formal written due diligence reports, all other information obtained by the Division on the investments was made available to the Investment Policy Committee. We look forward to discussing the proposed investment at the Councils October 13, 2011 meeting. Attachments

Fund Name: Fund Type: Current Master Fund Size: Inception: Fund Address: Asian Century Quest Fund (QP), LP Equity Oriented - L/S Equity HF $1.8 billion March-2005 152 West 57th Street, 6th Floor New York, NY 10019
GP Contact Info
Name: Telephone: Email: Yadey Yawand-Wossen (212) 328-9304 ywossen@acqcap.com

Investment Strategy: Fundamentally driven equity long/short fund investing in Asia, with a primary emphasis on Japan and China. The fund seeks to add value on both the long and short side of the portfolio via stock-specific fundamental analysis. The manager forecasts key business drivers and develops detailed proprietary financial models in order to identify differences from consensus earnings expectations. ACQ aims to have significantly lower volatility than the market by maintaining low sector and country net exposures.
Management fee: 2.00% Performance fee: 20% Fund expenses: 15 bps None
Morgan Stanley, Goldman Sachs, UBS, Credit Suisse Morgan Stanley Fund Services Rothstein Kass Seward & Kissel, Ogier
1.5 year "soft" lock-up - redemption charge of 6%/4%/2% for redemptions during the first 6/12/18 months of soft lock period. Quarterly with 45 day notice None
NJ AIP Program:
Recommended Allocation: % of Master Fund: % of New Jersey State Pension Plan ($72b): % of AIP Hedge Fund Allocation ($4.2b): Consultant Recommendation: Placement Agent: Compliance with Division Placement Agent Policy: Compliance with SIC Political Contribution Reg: $75 million additional capital bringing total cost basis to $150 million 8.33% 0.21% 3.57% Yes None N/A Yes

NJPension EndOfAugust

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Date: Thursday, October 13, 2011

New Jersey State Investment Council Agenda

AGENDA FOR REGULAR MEETING Roll Call and Notice of Meeting

9. Report from Audit Committee on fiscal 2011 audit

New Jersey State Investment Council

New Jersey State Investment Council

New Jersey State Investment Council

DIVISION OF INVESTMENT Market Update/Diversification Benefits

June 30, 2011 & FYTD Performance

-0.31 -0.33 -1.00

1.86 1.86 1.58

5.31 5.34 4.619

17.79 18.03 17.03

New Jersey Division of Investment

Fiscal Year 2011 Summary

Total Pension Fund ex Police Median

Risk Value Risk Rank 11.15 80* 12.93

Return Value 5.23

Return Rank 37* 4.89

Portfolio update 9/30/11

Total Pension Fund

New Jersey Division of Investment

Commodities/RA DJ-UBS Commodity Index

New Jersey Division of Investment

First Fiscal Quarter Review:

WHATS GOING ON IN THE WORLD

New Jersey Division of Investment

Asset Allocation September 30, 2011 Estimated

Asset Class CAP PRES

Current Assets 400,619,022

-1.39% -1.39% 1.20% -0.40% 1.60%

4.92% 5.37% 0.51% -0.80% -0.16%

16,544,481,237 1,963,152,583 1,435,951,889 872,497,048

-3.70% -1.43% -1.59% -0.69%

1,675,135,821 1,247,196,550 2,813,729,391

-1.03% 0.66% -0.88% -0.47% -1.82% 1.48% Total

15,755,440,506 9,210,246,697 2,953,696,511 2,076,006,898 4,553,821,491 65,219,159,159 1,140,509,154 66,359,668,313

New Jersey Division of Investment

Fixed Income 9-30 Update

Description IG Corp YTM of 2.5% or less IG Corp YTM of 2.5% to 4%

Total without UST

Avg Mty 5.1 yrs 10.4 yrs

13.6 yrs 13.9 yrs

Total including UST

New Jersey Division of Investment

MSCI ALL COUNTRY ASIA INDEX (19902011)

200 150 100 50 0

New Jersey Division of Investment

Ticking Time Bomb?

Sovereign Health: Government Debt as Percent of GDP (Year End 2010)

Global average 208%

Global average 68%

Source: UBS Investment Bank

New Jersey Division of Investment

Tremendous Expected Long Term Growth in Asia

MSCI AC World Composition 2010-2030

Other EM Asia 5% DM Asia 6% India 5%

0% 2010 2020 2030

New Jersey Division of Investment

History of Why do we invest in Alternatives?

Why do we invest in Alternatives?

1. Diversification, Diversification, Diversification