.......
GAVI Alliance Governance Committee Meeting
26 September 2013
Gov -2013 -Mtg -4 1




GAVI Alliance Governance Committee Meeting
26 September 201 3
New York , NY, USA


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 11.10
New York time on 26 September 201 3. Geeta Rao Gupta , Governance
Committee Chair , chaired the meeting .

1.2 The Chair thanked members for joining the workshop. Noting the difficulties in
bringing everyone together in person, she suggested that in 2014, the
Committee might meet on the margins of Board meetings to facilitate face to
face contact.

1.3 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); there were no additional conflicts to be declared. The
Committee also not ed the minutes of its meeting on 10 June 2013 (Doc 1b),
which were approved by no -objection on 23 August 2013 .

1.4 The Committee reviewed its action sheet (Doc 1 c) and its forward workplan
(Doc 1d ).

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2. Board and committee self -evaluation for 2014

2.1 The Governance Committee had agreed at its meeting in 10 June 2013 to
hold a workshop focu sing on the design and content of the Board and
committees ? self -evaluation for 2014 . The Chair noted that the purpose of
what would become the third Board and Committee self -assessment was to
assess the Board and committees? governance prac tices overall, and to
benchmark these practices versus the previous self -assessment conducted in
2011 -2012. In addition, the new self -assessment will allow the Board to
determine whether GAVI?s governance system is fit for purpose to implement
the strategic plan now in development for 2016 -2020.
2.2 Naina Dhingra from McKinsey & Company , who had facilitated the previous
self -assessment , was invited to facilitate again. Ms Dhingra tabled a paper
ahead of the meeting that proposed a methodology for conduc ting the self -

.......
GAVI Alliance Governance Committee Meeting
4 November 2013
Gov -2013 -Mtg -5 1




GAVI Alliance Governance Committee Meeting
4 November 201 3
Geneva , Switzerland


FINAL M INUTES


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 16.00
Geneva time on 4 November 2013. Geeta Rao Gupta, Governance
Committ ee Chair, chaired the meeting , except for section 4 which Olga
Popova chaired.

1.2 The Chair expressed her appreciation fo r the service of Dwight Bu sh who
would shortly be taking up the post of U.S. Ambassador to the Kingdom of
Morocco. The Committee expressed its congratulations and best wishes to Mr
Bush .

1.3 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack); there were no additional conflicts to be declared. The
Committee also noted that the minutes of its meeting on 26 September 2013
were distributed over the weekend for comment. It was agreed that the WHO
travel policy particulars submitted to the September meeting be captured in
those minutes.

1.4 The Committee reviewed its action sheet (Doc 1c) and its forward workplan
(Doc 1d).

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2. Board and Committee nominations

2.1 The Chair reviewed the recommendations received for Board and committee
membership (Doc 2). She reminded the Committee that the Board had
requested the committees to be refreshed once every two years so it would
not have to go through this exercise annually.

2.2 She also noted that the gender balance amon g the Board will remain in
compliance with the GAVI Alliance gender guidelines with the appointment of
all persons recommended. Unfortunately, the gender balance among the
alternate Board member s remains outside the guidelines but is moving back

Inv -2018 -Mtg -01 1



G avi Alliance Investment Committee Meeting
9 February 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.00 Geneva
time on 9 February 2018 . Stephen Zinser , Investment Committ ee Chair, chaired
the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a ).

1.3 The minutes of the 9 November 2017 meeting were tabled to the Committee for
information (Doc 01b in the Committee pack). The minutes had been circulated
and approved by no -objection on 19 December 2017.

1.4 The Committee noted its Action sheet (Doc 01c) and the forward work plan
(Doc 01d).

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2. Asset allocation review and outlook

2.1 Sebastian Grzejka , NEPC , presented to the Committee its independent annual
assessment of Gavi?s long -term inve stments portfolio (Doc 02 ), including a review
of Gavi?s asset allocation in the context of the request from the Board to the
Investment Committee during its November 2017 meeting to consider whether or
not there is a need for Gavi to maintain its current levels of liquidity in vir tually the
entirety of its long term p ortfolio.

2.2 Mr Grzejka highlighted that the relative value of developed market equities outside
the US has improved . NEPC recommends reducing exposure to assets that have
outperformed expectations over a prolonged period such as US equity and high
yield debt , and also to increase exposure to strategies that are likely to outperform
in periods of market volatility, such as TIPs (Tre asury Inflation Protected) .

2.3 Mr Grzejka indicated that in their view there are currently more opportunities in the
European, Asian and emerging equity markets relative to the US . Referring to the
market volatility during the days immediately preceding this meet ing, he stated that
in their view the market sell -off is principally due to concerns for increased inflation,
but may also p rovide a buying opportunity from a rebound perspective. He shared
the view that the current volatility is not expected to be part of a massive pull back
but that it will be important to have exposure s that manage volatility in the long
term , particularly at this point in the market and economic cycles .



Minutes

.......
GAVI Alliance Investment Committee Meeting
11 September 2012
Inv -2012 -Mtg -3 1




GAVI Alliance Investment Committee Meeting
11 September 2012
New York, NY, USA


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 8.23 New
York time on 11 September 2012 . George W. Wellde, Jr , Investment
Committee Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack). The Chair noted that his interest in Fortress was unlikely to
conflict with his GAVI responsibilities, and so decided it no longer needed to
be declared.

1.3 The Committee reviewed the minutes of it s meeting on 24 Ma y 2012 (Doc
1b) , which had been approved by unanimous consent on 30 May 2012. The
Committee also reviewed its forward workplan (Doc 1c ).

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2. Manager presentation ? Arrowstreet Capital

2.1 Michael Stanton and Ezra Levine from Arrowstreet Capital Limited
Partnership delivered an informational report that provided background on
their organi sation and the firm?s investment approach for a global equity
mandate (Doc 2). Mr Stanton and Mr Levine also discussed an offshore
comingled vehicle that may be an appropriate stru cture for a potential GAVI
investment.

Discussion

? The Committee noted its obligation to report new investments to the Board,
and the challenges associated with clearly explaining investment strategies
and risks. For example, while the Board is mindful of absolute investment
return, some Board members may not understand performance versus an
index. This makes it all the more important that the Committee ask the right
questions of its managers , understand risks, and evaluate how risks are being
mitigated.

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Inv -2017 -Mtg -03 1



G avi Alliance Investment Committee Meeting
3 August 201 7
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.05 Geneva
time on 3 August 201 7. Stephen Zinser , Investment Committ ee Chair, chaired the
meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a ).

1.3 The Committee reviewed the minutes of its meeting on 2 May 2017 (Doc 01b ),
which were approved by no -objection on 12 June 201 7.

1.4 The Committee noted its Action sheet (Doc 01c) and suggested that any input on
the forward work plan (Doc 01d) should be provided through email .

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2. Manager presentation

2.1 The representatives of trend following investment management firm delivered an
informational report on the ir firm ?s history, its senior management team, the
investment strategy, portfolio implementation and the opportunity set generally for
trend following strategies (Doc 02).

2.2 The Committee sought information from the representatives , including
performance, breadth and depth of various market exposures , the diversification
of returns, and how the fund differentiat es itself from its competitors . At the
presentation?s conclusion, the representatives left the meeting and the Committee
discussed the presentation.

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3. Investment portfolio review

3.1 Jeanne Shen, Chief Investment Officer, reported to the Committee on the
investment portfolio, including strategy review, an overview of the major exposures
in the short - and long -term portfolios, contribution to mission, fixed income
allocation, key characteristics of each portfolio exposure, asset allocation ranges
and performance of the total portfolio , as well as individual managers (Doc 03 ).

3.2 While reviewing the quarter, Ms Shen noted that the portfolio benefited from strong
performance in emerging markets, both in equity and debt markets .



Minutes

Inv -2017 -Mtg -04 1


G avi Alliance Investment Committee Meeting
9 November 201 7
Teleconference

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.00 Geneva
time on 9 November 201 7. Stephen Zinser , Investment Committ ee Chair, chaired
the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a ).

1.3 The Committee approved the minutes from 3 August, noted its Action sheet
(Doc 01c) and the forward work plan (Doc 01d).

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2. Investment portfolio review

2.1 Jeanne Shen, Chief Investment Officer, updated the Committee on the
performance of the investment portfolio, manager activities, and related
transactions. She provided an overview of the major exposures in the short -term
and long -term portfolios, contribution to mission, fixed income allocation, key
characteristics of each portfolio exposure , asset allocation ranges and
performance of the total portfolio , as well as individual managers (Doc 0 2).

2.2 Ms Shen provided a comparison of the Gavi long -term portfolio returns plotted
against major indices , and observed that the composition of the Gavi portfolio
should allow it to continue delivering return s as well as risk and volatility
characteristics between that of the relevant global equity and global fixed income
indices .

2.3 She pointed out that Gavi?s equity allocation had outperformed the benchmark on
a year -to -date (YTD) basis . Noting the YTD performance of the fixed incom e
allocation, which was slightly below the benchmark, she informed the Committee
that lack of non USD currency relative to the benchmark when the US Dollar
weakened and relative shorter duration were contribut ing factor s leading to this
slight underperformance.

2.4 Ms Shen reviewed the performance of the largest funds and the fund managers in
the long -term portfolio, noting specifically the managers wit h the best YTD
performance, and also informing the Committee about those whose performance
was lower than expected and whom the Investments team would be monitoring
closely in the next period.

2.5 She then re viewed the short -term portfolio that was US $ 1. 1 billion as of 30
September 2017. She explained that since donor proceeds were invested
exclusively in this portfolio , it is a plain vanilla portfolio with high quality and low


Minutes

.......
GAVI Alliance Investment Committee Meeting
15 October 2013
Inv -2013 -Mtg -4 1




GAVI Alliance Investment Committee Meeting
15 October 201 3
New York, NY, USA


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 8.30 New
York time on 15 October 201 3. George W. Wellde, Jr , Investment Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack ); there were no additional conflicts declared . The Committee
noted the minutes of its meeting on 24 July 2013 (Doc 1b), which it approved
by no -objection on 9 September 2013.

1.3 The Committee reviewed its action sheet (Doc 1c) and its forward workplan
(Doc 1d ).

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2. Investment portfolio re view

2.1 Jeanne Shen, Chief Investment Officer, informed the Committee of the overall
investment portfolio performance through August 2013 along with preliminary
September results (Doc 2). She reviewed the major asset classes of the
portfolio, including performance to benchmarks, exposures, and risks. She
noted the Secretariat?s execution of two new investments since the July
meeting, both of which the Committee had previously revi ewed. She also
reviewed the results of the Secretariat?s internal review of its risk management
and due diligence practices for investment managers.

2.2 Jeanne Shen proposed an alternative asset allocation framework to simplify
how GAVI manages and monitors the long -term portfolio. Along with aligning
GAVI with a general institutional trend in simplifying portfolio management,
she noted that the framework would provide ranges for the proposed asset
allocations that, while proving a clear boundary within which to operate under
the Committee?s oversight, would also allow the Secretariat to move more
rapidly to protect the portfolio from downside risk and to source investment
opportunities as they became available.

2.3 After consulting with in stitutional peers, Jeanne Shen also recommended
separating the Investment Policy Statement, which currently includes the

.......
GAVI Alliance Investment Committee Meeting
25 February 2014
Inv -2014 -Mtg -1 1




GAVI Alliance Investment Committee Meeting
25 February 201 4
New York, NY, USA


FINAL MINUTES

1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 8.30 New
York time on 25 February 201 4. George W. Wellde, Jr , Investment Committee
Chair , chaired the meeting .

1.2 Standing declarations of interest were tabled to the Committee (Doc 1a in the
Committee pack ); there were no additional conflicts declared . The Committee
reviewed the minutes of its meeting on 15 October 2013 (Doc 1b), its action
sheet (Doc 1c) , and its forward workplan (Doc 1d).

Decision One

The GAVI Alliance Investment Committee :

? Approved the minutes of its meeting on 15 October 2013.

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2. Investment portfolio re view and revised Investment Policy

Investment portfolio review

2.1 Jeanne Shen, Chief Investment Officer, informed the Committee of the overall
investment portfolio performance through December 2013 along with
preliminary January 2014 results (Doc 02, Annex A). She reviewed the
portfolio?s major asset classes, performance to benchmarks, and risk profile.

2.2 She paid particular attention to an underperforming asset class and managers
she had put on watch. She also updated the Committee on how the
Secretariat was reducing exposure to the institution that holds the
procurement account given recent internal contr ol concerns there .

Revised Investment Policy

2.3 At the 15 October 201 3 Committee meeting, Jeanne Shen recommended
separating the Investment Policy Statement into a framework Investment
Policy and a subordinate asset allocation statement. The Committee had

.......
GAVI Alliance Investment Committee Meeting

24 April 2014
Inv-2014-Mtg-2 1


GAVI Alliance Investment Committee Meeting
24 April 2014
New York, NY, USA

FINAL MINUTES

1. Chair?s report
1.1 Finding a quorum of members present, the meetin g commenced at 9.30 New
York time on 24 April 2014. George W. Wellde, Jr, I nvestment Committee
Chair, chaired the meeting.

1.2 The Committee welcomed Stephen Zinser to the me eting and looked forward
to his participation and service.
1.3 Standing declarations of interest were tabled t o the Committee (Doc 1a in the
Committee pack); there were no additional conflicts declared. The Committee
reviewed the minutes of its meeting on 25 February 2014 (Doc 1b), its action
sheet (Doc 1c), and its forward workplan (Doc 1d).

Decision One

The GAVI Alliance Investment Committee:
 Approved the minutes of its meeting on 25 February 2014.

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2. Investment portfolio review
2.1 Jeanne Shen, Chief Investment Officer, informed the Committee of the overall
investment portfolio performance through February 2 014 along with
preliminary March results (Doc 2). She provided a g eneral market update and
then reviewed the asset allocation, liquidity, conc entration of risk, returns, and
contribution to mission.
2.2 Ms Shen also reviewed with the Committee change s to reporting given the
new Investment Policy asset categories. As part of this, the Secretariat will
report separately in a ?multi-exposure? bucket thos e managers whose funds fit
into multiple assets classes.
2.3 She also reported the size of the UNICEF lien o n the portfolio and that an
additional lien was being considered. She noted neg otiations underway with

Inv -2018 -Mtg -02 1



G avi Alliance Investment Committee Meeting
15 Ma y 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.10 Geneva
time on 15 Ma y 2018 . Stephen Zinser , Investment Committ ee Chair, chaired the
meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a ).

1.3 The minutes of the 9 February 201 8 meeting were tabled to the Committee for
information (Doc 01b in the Committee pack). The minutes had been circulated
and approved by no -obje ction on 10 April 2018 .

1.4 The Committee noted its Action sheet (Doc 01c) and the forward work plan
(Doc 01d ).

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2. Investment policy and asset allocation statement review

2.1 Jeanne Shen, Chief Investment Officer, outlined proposed updates to both the
Investment Policy and Asset Allocation Statement to the Committee (Doc 2) . She
noted that this had arisen from a discussion at the previous Investment Committee
meeting regarding a proposal to invest in private debt.

2.2 She noted it was determined that the existing Investment Policy permitted
investments in private debt mandate s but the opportunity was used to make some
minor amendments to the policy in consultation with NEPC . Ms Shen reported that
these amendments would not result in any changes to the investment objectives,
management structure, or portfolio compositio n. In addition, the long -term portfolio
performance objectives would not change . She stated that no changes were
required with respect to overall portfolio liquidity, but some minor clarifications of
wording were undertaken.

2.3 Referring to the Asset Allocation Statement, Ms Shen outline d to the Committee
the proposed insertion of a procedure to account for breaches in single manager
concentration limits amongst other minor wording amendments.




Minutes

Inv -2018 -Mtg -03 1



G avi Alliance Investment Committee Meeting
11 September 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.07 Geneva
time on 11 September 2018 . Stephen Zinser , Investment Committee Chair,
chaired the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a ).

1.3 The minutes of the 15 Ma y 201 8 meeting were tabled to the Committee for
information (Doc 01b in the Committee pack). The minutes had been circulated
and approved by no -obje ction o n 4 July 2018 .

1.4 The Committee noted its Action sheet (Doc 01c) and the forward work plan
(Doc 01d).

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2. Investment portfolio review

2.1 Jeanne Shen, Chief Investment Officer, update d the Committee on the
performance of the investment portfolio through July 2018 , as well as manager
activities and associated transactions since the previous Investment Committee
meeting (Doc 2) .

2.2 In the market review, Ms Shen noted continuing volatility in the second quarter .
She highlighted the strengthening of the US dollar , Federal Rese rve rate hikes and
the expectations for the European Central Bank to reduce security purchases , and
the impact these policies have had on financial market s.

2.3 It was noted that a modestly positive overall investment gain of US$ 5.2 million
thus far in 2018 was due to higher return s from interest on cash rather than the
returns from the long -term portfolio. She not ed that in terms of relative
performance whilst the YTD return on the Gavi portfolio is below the reference
index , recent changes are expected to yield relative improvement by the end of
2018 . It was noted that all longer term measures of performance relative to the
reference index continue to show solid results.

2.4 Referring to the long -term portfolio , Ms Shen stated that April -June performance
was negative whilst July performance was solid. She explained that equities
(particularly non -US assets) and multi -exposure were the main detractors over this
period .



Minutes

Inv -2018 -Mtg -04 1



G avi Alliance Investment Committee Meeting
8 November 2018
Teleconference


1. Chair?s report

1.1 Finding a quorum of members present, the meeting commenced at 14.00 Geneva
time on 8 November 2018 . Stephen Zinser , Investment Committee Chair, chaired
the meeting.

1.2 Standing declarations of interest were tabled to the Committee (Doc 01a ).

1.3 The minutes of the 11 September 201 8 meeting were tabled to the Committee and
duly approved (Doc 01b in the Committee pack).

1.4 The Committee noted its action sheet (Doc 01c) and the forward work plan (Doc
01d). In relation to the action sheet, the Chair confirmed that the Secretariat had
indeed pursued opportunities with the private investment firm which presented to
the Committee in May 2018. It was also noted that the Secretariat will provide
updates on the ot her open actions in this meeting.


Decision One

The Gavi Alliance Investment Committee:

Approve d the minutes of its meeting on 11 September 2018 .

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2. Manager Presentation

2.1 The Chair reminded the Committee that an allocation of up to 10% of private debt
in the long -term portfolio was recently approved in principle but of which
approximately 3% had been committed. He re -iterated that it was crucial to find
the right manager for this specialised bucket. In that context, a fund manager from
a US based distressed asset specialist presented highlights of their firm and
strategy to the Committee as a potential for further investment in this area.

2.2 The culture of the company and the ir approach to distressed asset management
was outlined , highlight ing the focus on complex, high -conviction assets (Annex A,
Doc 02) .






Minutes