Disability Meeting Agenda - II. APPROVAL OF THE AGENDA

VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

BOARD OF RETIREMENT

DISABILITY MEETING

MAY 1, 2017

AGENDA

PLACE: Ventura County Employees' Retirement Association Second Floor Boardroom 1190 South Victoria Avenue Ventura, CA 93003

TIME: 9:00 a.m.

Members of the public may comment on any item under the Board’s jurisdiction by filling out a speaker form and presenting it to the Clerk. Unless otherwise directed by the Chair, comments related to items on the agenda will be heard when the Board considers that item. Comments related to items not on the agenda will generally be heard at the time designated for Public Comment.

ITEM:

I. CALL TO ORDER Master Page No. II. APPROVAL OF AGENDA 1 – 2

III. APPROVAL OF MINUTES

A. Disability & Business Meeting of April 17, 2017. 3 – 13

IV. RECEIVE AND FILE PENDING DISABILITY APPLICATION STATUS 14 – 42 REPORT

V. INVESTMENT MANAGER PRESENTATIONS

A. Overview of Private Equity Search Process. 1. Chief Investment Officer Letter. 43 – 44 a. Email Instructions to Presenters. 45 – 48 b. Glossary of Terms. 49 2. NEPC Private Equity Search Presentation. 50 – 54 B. Investment Managers Presentations. 1. Presentation by Abbott; Jonathan D. Roth and Charles H. Van 55 – 97 Horne.

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BOARD OF RETIREMENT MAY 1, 2017 AGENDA DISABILITY MEETING PAGE 2

V. INVESTMENT MANAGER PRESENTATIONS (continued)

2. Presentation by HarbourVest; John Toomey, Greg Stento and 98 – 127 Brett Gordon.

3. Presentation by Adam Street; Jeff Diehl, Kelly Meldrum and Scott 128 – 176 Hazen.

4. Presentation from Pantheon; Susan Long McAndrews, 177 - 212 Francesco di Valmarana and Sprague Von Stroh.

C. Board Discussion & Manager Selection. RECOMMENDED ACTION: Direct and authorize contract negotiation and subsequent contract execution with chosen manager.

VI. NEW BUSINESS

A. Consideration of Quiet Period Per Trustee Communications Policy.

1. Staff Letter. 213

2. Trustee Communications Policy Excerpt. 214

B. Quarterly Administrator’s Report for January – March, 2017. 215 – 216 RECOMMENDED ACTION: Receive and file.

C. GASB 68 Actuarial Valuation Report for Employer Reporting, Based 217 – 280 on, June 30, 2016. RECOMMENDED ACTION: Receive and file.

VII. INFORMATIONAL

A. Follow-up Information from State Street’s Securities Lending 281 Presentation.

B. Carillon Tower Advisers Welcomes Its New Affiliates, Scout 282 Investments and Reams Asset Management.

C. ILPA Opposes Provisions in US Choice Act. 283 – 284

VIII. PUBLIC COMMENT

IX. STAFF COMMENT

X. BOARD MEMBER COMMENT

XI. ADJOURNMENT

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VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

BOARD OF RETIREMENT

DISABILITY & BUSINESS MEETING

APRIL 17, 2017

MINUTES

DIRECTO Tracy Towner, Chair, Alternate Safety Employee Member RS William W. Wilson, Vice Chair, Public Member PRESENT: Steven Hintz, Treasurer-Tax Collector Mike Sedell, Public Member Robert Bianchi, Public Member Craig Winter, General Employee Member Arthur E. Goulet, Retiree Member Will Hoag, Alternate Retiree Member Chris Johnston, Safety Employee Member Ed McCombs, Alternate Public Member

DIRECTO Peter C. Foy, Public Member RS ABSENT: STAFF Linda Webb, Retirement Administrator PRESENT: Lori Nemiroff, General Counsel Henry Solis, Chief Financial Officer Julie Stallings, Chief Operations Officer Dan Gallagher, Chief Investment Officer Vickie Williams, Retirement Benefits Manager Donna Edwards, Retirement Benefits Specialist Stephanie Berkley, Retirement Benefits Specialist Chris Ayala, Program Assistant

PLACE: Ventura County Employees' Retirement Association Second Floor Boardroom 1190 South Victoria Avenue Ventura, CA 93003

TIME: 9:00 a.m.

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ITEM:

I. CALL TO ORDER

Chair Towner called the Disability & Business Meeting of April 17, 2017, to order at 9:00 a.m.

II. APPROVAL OF AGENDA

Chair Towner amended the agenda by moving the presentation from State Street, item VII.B. after receiving and filing the pending disability status report, item V.

MOTION: Approve the agenda as amended.

Moved by Bianchi, seconded by Wilson.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

III. APPROVAL OF MINUTES

Trustee Goulet identified 2 corrections on page 4, in the first paragraph. The first was where it stated that the paid-In Ratio was 1.33 million. This should have been a ratio of 1.33. The second error was in the third sentence, after the phrase $252 million, the word “also” should be removed.

A. Business Meeting of March 27, 2017.

MOTION: Approve with Corrections.

Moved by Goulet, seconded by Wilson.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Wilson, Winter No: - Abstain: Sedell Absent: Foy

IV. CONSENT AGENDA

A. Approve Regular and Deferred Retirements and Survivors Continuances for the Month of March 2017.

B. Receive and File Report of Checks Disbursed in March 2017.

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C. Receive and File Budget Summary for FY 2016-17 Month Ending March 31, 2017.

MOTION: Receive and File.

Moved by Wilson, seconded by Sedell.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

V. RECEIVE AND FILE PENDING DISABILITY APPLICATION STATUS REPORT

MOTION: Receive and File.

Moved by Goulet, seconded by Bianchi.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

Following the vote on this item, the Board advanced to agenda item VII.B.

VI. APPLICATIONS FOR DISABILITY RETIREMENT

A. Application for Non-Service Connected Disability Retirement – Daniel A. Farmer; Case No. 17-003.

1. Application for Non-Service Connected Disability Retirement, dated February 1, 2017.

2. Medical Analysis and Recommendation, including Supporting Medical Documentation, submitted by County of Ventura, Risk Management, in support of the Application for Non-Service Connected Disability Retirement, dated April 4, 2017.

3. Hearing Notice, dated April 10, 2017.

Paul Hilbun, was present on behalf of County of Ventura Risk Management. The applicant, Daniel A. Farmer, was also present.

After discussion by the Board, the following motion was made:

MOTION: Approve Non-Service Connected Disability Application Retirement.

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Moved by Wilson, seconded by Sedell.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

Both parties agreed to waive preparation of findings of fact and conclusions of law.

B. Application for Non-Service Connected Disability Retirement - Kimberly A. Graves; Case No. 16-029.

1. Application for Non-Service Connected Disability Retirement, dated September 6, 2016.

2. Medical Analysis and Recommendation, including Supporting Medical Documentation, submitted by County of Ventura, Risk Management, in support of the Application for Non-Service Connected Disability Retirement, March 28, 2017.

3. Hearing Notice, dated April 4, 2017.

Paul Hilbun, was present on behalf of County of Ventura Risk Management. The applicant, Kimberly A. Graves, was also present.

After discussion by the Board, the following motion was made:

MOTION: Approve Non-Service Connected Disability Application Retirement.

Moved by Wilson, seconded by Sedell.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

Both parties agreed to waive preparation of findings of fact and conclusions of law.

C. Application for Service-Connected Disability Retirement – Robert J. Garcia; Case No. 15-010.

1. Amended Findings and Decision including Findings of Fact and Conclusions of Law, submitted by Hearing Officer Robert Klepa, dated March 13, 2017.

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2. Objection to Hearing Officer’s Proposed Findings of Fact, Determination and Recommendations, submitted by Edwin K. Stone, Attorney for Applicant, Robert J. Garcia, dated March 24, 2017.

3. Legal Memorandum In Support of the Hearing Officer’s Recommended Decision That Applicant, Robert J. Garcia Be Denied a Service Connected Disability Retirement, submitted by Stephen D. Roberson, Attorney for Respondent, County of Ventura/Risk Management, dated March 28, 2017.

4. Hearing Notice, dated April 3, 2017.

Stephen D. Roberson, Attorney at Law, was present on behalf of County of Ventura Risk Management. Edwin K. Stone, Attorney at Law, was present on behalf of the applicant. The applicant, Robert J. Garcia, was also present.

Mr. Stone, Attorney for the applicant stated that there were a couple of typographical errors in item 2, page 1. Mr. Stone said that the first was where the date of injury was cited as October 21, 2000, which should be October 21, 2013 and the second error was on page 2, where it cited that the injury did not occur in Camarillo, which it did.

After discussion by the Board, the following motion was made:

MOTION: Adopt the Hearing Officer’s recommendation and deny the applicant, Robert J. Garcia, a Service Connected Disability Application Retirement.

Moved by Wilson, seconded by Sedell.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Winter, Towner No: - Absent: Foy

Chair Towner requested a 10-minute break at 10:00 a.m.

The Board returned from break at 10:10 a.m.

D. Application for Service-Connected and Non-Service Connected Disability Retirement - Josie Y. Garcia; Case No. 13-019.

1. Administrative Record Volume I.

2. Administrative Record Volume II.

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3. Administrative Record Volume III; including the Hearing Notice dated April 3, 2017.

4. Supplemental Member Fact Sheet

Stephen D. Roberson, Attorney at Law, was present on behalf of County of Ventura Risk Management. David G. Shumaker, Attorney at Law, was present on behalf of the applicant. The applicant, Josie Y. Garcia, was also present.

After discussion by the Board, the following motion was made:

MOTION: Approve Non-Service Connected Disability Application Retirement and Deny the Service Connected Disability Application Retirement.

Moved by Hintz, seconded by Bianchi.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

MOTION: Approve the Earlier Effective Date of Retirement.

Moved by Hintz, seconded by Winter.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

E. Application for Service Connected Disability Retirement – Travis J. Miller; Case No. 15-018.

1. Petition for Reconsideration, submitted by David G. Schumaker, Attorney for Applicant, dated March 24, 2017.

2. Letter to Sheriff Geoff Dean, submitted by David G. Schumaker, Attorney for Applicant, dated March 23, 2017.

3. Letter to Sheriff Geoff Dean, submitted by David G. Schumaker, Attorney for Applicant, dated March 24, 2017.

4. Legal Memorandum Filed by Respondent, County of Ventura/Risk Management, In Opposition To Petition for Reconsideration, Filed By

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Applicant, Travis Miller, received from Stephen D. Roberson, Attorney for Respondent, County of Ventura, dated April 3, 2017.

5. Statement from Travis J. Miller, Applicant, dated March 13, 2017.

6. Hearing Officer’s Proposed Decision including Findings of Fact and Conclusion, submitted by Hearing Officer Catherine Harris, dated January 16, 2017.

7. Objection to Proposed Findings of Fact and Proposed Decision, submitted by David G. Schumaker, Attorney for Applicant, dated January 30, 2016.

8. Legal Memorandum In Support of the Hearing Officer’s Recommended Decision That Applicant, Travis Miller, Be Denied a Service-Connected Disability Retirement, submitted by Stephen D. Roberson, Attorney for Respondent, County of Ventura, dated February 27, 2017.

9. Hearing Notice, dated March 27, 2017.

Stephen D. Roberson, Attorney at Law, was present on behalf of County of Ventura Risk Management. David G. Shumaker, Attorney at Law, was present on behalf of the applicant. The applicant, Travis J. Miller, was also present.

After discussion by the Board, the following motion was made:

MOTION: Deny the Petition for Reconsideration of a Service Connected Disability Application Retirement.

Moved by Wilson, seconded by Sedell.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Winter No: Johnston Absent: Foy

VII. INVESTMENT MANAGER PRESENTATIONS

A. Receive Annual Investment Presentation, Sprucegrove, Brad Haughey and Arjun Kumar.

Brad Haughey and Arjun Kumar were present on behalf of Sprucegrove to provide an organizational and investment performance update.

After this item was presented, the Board advanced to agenda item VIII.A.1.

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B. Receive Annual Investment Presentation from State Street, John Muir and Julianna Frank.

John Muir and Julianna Frank were present on behalf of State Street to provide an organizational and investment performance update.

After this item was presented, the Board returned to agenda item VI.A.

VIII. INVESTMENT INFORMATION

A. NEPC – Tony Ferrara VCERA – Dan Gallagher, Chief Investment Officer

1. Third Quarter 2016 Private Equity Portfolio Review – Corrected Copy. RECOMMENDED ACTION: Receive and file.

2. Preliminary Performance Report for Period Ending March 31, 2016. RECOMMENDED ACTION: Receive and file.

After discussion by the Board, staff, and consultant, the following motion was made:

MOTION: Receive and File Items VIII.A.1 and VIII.A.2.

Moved by Wilson, seconded by Bianchi.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

IX. NEW BUSINESS

A. SACRS Business Meeting Agenda Items RECOMMENDED ACTION: Give direction to voting delegate.

1. Materials for May 19, 2017 SACRS Business Meeting.

2. Supplemental Information for Bylaws Item.

Ms. Webb said that the provided SACRS business packet recommends that the Board give direction to their chosen voting delegate to act on the agenda items, one being the bylaws and the other the ballot.

Chair Towner stated that there were 2 candidates running for Treasurer and 2 running for Secretary, including Trustee Goulet.

Trustee Goulet said that there was actually only one person running for Treasurer.

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Ms. Webb asked if there was any specific direction regarding the bylaws item.

Chair Towner recommended that the delegate vote to approve them, as well as vote for Trustee Goulet for Secretary.

B. Recommendation to Approve Trustee McCombs Attendance at CALAPRS Principles of Pension Management for Trustees 2017, Pepperdine University, August 28 – 31, 2017. RECOMMENDED ACTION: Approve.

1. Staff Letter

After discussion by the Board, the following motion was made:

MOTION: Approve.

Moved by Goulet, seconded by Winter.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

C. Report on ILPA Level I Program, Submitted by Trustee Johnston and Trustee Bianchi.

D. Report on CALAPRS Advance Principles of Pension Management for Trustees’, Submitted by Trustee Bianchi.

MOTION: Receive and File.

Moved by Wilson, seconded by Bianchi.

Vote: Motion carried Yes: Bianchi, Goulet, Hintz, Johnston, McCombs, Sedell, Wilson, Winter No: - Absent: Foy

X. INFORMATIONAL

A. Updated VCERA Assets Managed by HarbourVest at September 30, 2016 Report.

B. 22nd Annual NEPC Investment Conference Agenda.

C. NEPC's 2017 April Newsletter.

D. 2017 Public Funds Forum Invitation.

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XI. PUBLIC COMMENT

None

XII. STAFF COMMENT

Ms. Webb said that the Board of Retirement special election was in process and the deadline for the candidates to turn in their nomination packets to the Elections office was Friday, April 14th.

Ms. Webb commented that the Actuarial Audit RFP was issued, with May 5th being the deadline for submission and the deadline for questions was Friday, April 14th. Staff had in fact received questions from two actuarial firms, and would be passing the questions along to the committee.

Ms. Webb informed the Board that the Ventura County Board of Supervisors had adopted the new contribution rates the previous week.

Mr. Gallagher said that two upcoming due diligence trips were scheduled for June 12th with NEPC and Prudential in San Francisco and the other on July 12th with Black Rock and UBS, also in San Francisco. Mr. Gallagher asked the Board if any of them were interested in attending any of these trips. He offered to send the details of the two trips so all could check their availability.

Chair Towner and Trustee Bianchi stated that they were interested in attending the due diligence trip on July 12th.

Mr. Gallagher reminded the Board that four different investment manager and private equity manager presentations were scheduled for the disability meeting of May 1st. Mr. Gallagher stated that he had been working with NEPC on this and that he would update the Board at that meeting. Mr. Gallagher also said that he believed that all four managers were qualified.

XIII. BOARD MEMBER COMMENT

Trustee Hoag reminded the Board to complete their performance reviews for the General Counsel and the C.I.O. as soon as possible, so that they could be filed in the next two weeks. Mr. Hoag also said that if they had a problem with survey to please let him know.

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XIV. ADJOURNMENT

The meeting was adjourned at 10:51 a.m.

Respectfully submitted,

______LINDA WEBB, Retirement Administrator

Approved,

______TRACY TOWNER, Chairman

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VENTURA COUNTY EMPLOYEES' RETIREMENT ASSOCIATION 1190 South Victoria Avenue, Suite 200 Ventura, CA 93003-6572 (805) 339-4250 ·Fax: (805) 339-4269 http://www. ventu ra.org/vcera

May 1, 2017

Board of Retirement Ventura County Employees' Retirement Association 1190 South Victoria Avenue, Suite 200 Ventura, CA 93003

SUBJECT: PRIVATE EQUITY MANGER SEARCH- FINALIST CANDIDATE SELECTION AND AUTHORIZATION

Dear Board Members:

Presenting for your consideration and ultimate selection will be four private equity investment managers seeking a separate account mandate with VCERA to expand VCERA's private equity program. ·

To assist the Board in its selection process, and to help differentiate the candidates, NEPC has included in its presentation a two page "Firm Profiles" exhibit which provides a side-by-side comparison of salient summary characteristics of each organization and proposed investment program. Attached to this memo is a copy of an email and an outline sent to each of the candidates listing the expectations, logistics, and the major points and suggested subtopics to address during each manager's presentation.

Following the candidates' presentations, Allan Martin and Eric Harnish of NEPC and I will answer questions from the Board. We anticipate that the Board will then select one or possibly more candidates, contracts will be negotiated and executed, and investment policies, guidelines, and a strategic plan will be brought to the Board for approval to move the program forward.

Background

In January 2016, the Board adopted a revised asset allocation implementation plan, part of which was to increase the private equity asset allocation target from 5% to 10%. A pacing plan developed by NEPC and considered by the Board suggested an annual allocation of $135 million to reach the target over 5 - 7 years. The private equity program increase was to be accomplished using a two pronged approach.

The first prong was to ensure vintage year 2016 exposure. NEPC and staff recommended, and the Board approved $60 million to Adams Street's 2016 Annual Program, a fund diversified across primary, secondary and co-investments. In addition, the Board approved a $60 million allocation to Harbourvest's Dover Fund IX, a fund of secondary investments. Both funds were follow-on funds with existing managers. In a departure from the Board's prior fund of funds investing practice, the Board also approved a $15 million direct investment in venture capital fund Drive Capital Fund II.

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The second prong was a search to identify and select a private equity manager - consultant in three phases, to help the Board build out a separate account program. In March, Phase 1 of the search was begun with a Request for Information (RFI) document being posted on both VCERA's and NEPC's websites, reported widely in the financial press, and listed on several financial RFP services. Detailed responses were received from twenty-seven investment firms. The responses were screened and evaluated by VCERA staff and 3 members of NEPC's team.

Out of a strong field, the top ten candidates were identified as semi-finalists. In Phase 2, the targeted semi-finalist candidates were invited to respond to a more detailed, extensive RFP. Proposals were received from all ten. NEPC and staff performed quantitative and qualitative evaluations of the responses, and conducted detailed reference and cross-reference checks.

In Phase 3, the top four finalist candidates that staff and NEPC believe offer the Board the best fit were identified. All four finalists will present and discuss their proposals with the Board. Following finalist candidate presentations, it is anticipated that the Board will: • Select one or more candidates; • Direct staff, general consultant, and outside counsel as appropriate to negotiate the necessary legal documents; • Subject to successful negotiation, authorize the Board Chair or Retirement Administrator to approve and execute the legal documents, subject to Board internal counsel approval for form and legality.

The next step will be the development for Board review and approval of private equity Investment Policy, Investment Guidelines, and Strategic Plan documents.

RECOMMENDATION: That the Board select one or more private equity manager(s), and direct staff to work with the general consultant and outside legal counsel to negotiate the necessary legal documents; and, that subject to successful contract negotiation, the Board authorize the Board Chair or the Retirement Administrator to approve and execute the necessary legal documents, subject to the Board's internal counsel approval for form and legality.

Respectfully submitted,

Daniel P. Gallagher Chief Investment Officer

Attachments: • Email dated April 21, 2017 of expectations, logistics, and presentation topics • Spreadsheet list of major points and suggested subtopics to address during each manager's presentation • Glossary of terms

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Email dated April 21, 2017 to the private equity manager search finalist candidates

Dear Candidates,

Congratulations on making it to the finals of this search to find a long term partner for VCERA in building a high quality, top performing private equity investment program.

Expectations We expect that the relationship will involve elements of consulting, including but not limited to: • Educate and advise the Board in structuring the program, including the creation of asset class policies, guidelines, and strategic plans for the program's development; • Work with the Board, staff, and the general consultant on fashioning a program that incorporates investment pacing and the risk tolerances ofthe Board; • Share your private equity views of the market and the opportunities available.

We expect that the relationship will involve elements of discretionary investment management, including but not limited to: • Identify, and gain meaningful access to top limited partnerships; • Make optimal investment decisions and/or recommendations across geographies; stages (venture capital, growth capital, buyouts); strategies (equity and debt); types (primary, secondary, and co-investments).

We expect that the relationship will involve elements of client support, including but not limited to: • Turnkey back office solution; • Consolidated reporting, which may include an Individual Managed Account (IMA) and/or fund of one investments; fund of funds investments; legacy investments; other investments.

Logistics The Board meeting is scheduled to begin at 9:00am, on May 1, 2017, and is targeted to end no later than noon. Please email your Board presentations to NEPC and me at your earliest convenience, but no later than Wednesday, April 26, 2017. It is important for you to provide photos of each of the presenters for your firm (in your presentation materials, or bring enough copies to distribute at the Board meeting). This will help the Board to more clearly link the many different speakers with their respective firms.

Presentations will be at VCERA's offices, in the Board room. Please be aware that your presentation materials and our 'Firm Profiles', which may include an overview of each candidate firm, targeted portfolio structure and philosophy of building the portfolio, client support services, and fees will be uploaded to VCERA's website on Friday, April 28, and will thus be available for public viewing.

Order of presentation has not yet been finalized, but we will try to accommodate investment mangers' preferences. I anticipate that NEPC and I will brief the Board prior to the start of investment manager presentations. Presentations should be structured for approximately 30 minutes, and allow approximately 10 minutes per presenting firm for questions and answers from the Board. Make sure that each presenter speaks into the microphone, and that their speech is loud, clear, and distinct. Presenters must be heard by the Board for most favorable consideration.

A major challenge for the Board will be to keep clear the differences between the four candidates, over as many as three hours of presentations and question and answer sessions. To help in this regard, we

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are standardizing the topics and order of topic presentation. Please address the following three areas, in order, in both your presentation materials and your verbal delivery. Clearly identify which area you are discussing in both presentation materials, and while discussing with the Board.

The first area is firm /organization. The second area is how you plan to construct and develop our portfolio. The third area is your client support, with emphasis on back office services.

I am attaching a copy of a spreadsheet listing the major topics, with suggested subtopics for you to address that will likely be part of the Board's selection consideration.

Save time at the end of your presentation to summarize what you told the Board, and in particular, why you are the best candidate for this opportunity, and anything else that you had not already covered. Of course, part of you discussion should be how you demonstrate that VCERA would be an important client to your firm for this mandate.

Please call me with any questions.

Good luck.

Dan

Dan Gallagher Chief Investment Officer Ventura County Employees' Retirement Association 1190 South Victoria Avenue, Suite 200 Ventura, California 93003-6572 805.477.1553

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Presentation Topics

Please identify in both your presentation materials, and in your delivery, which topic number you are addressing. - -- In the following questions/ topics, highlight where your firm is differentiated by: Advantages your firm may have that the other candidates don't; or Disadvantages your firm DOESN'T have that the other firms do; why those differences would be important to VCERA - - - 1 IFirm I Organization I - I l - - - a Long term VCERA partner stability I -- Team: turnover, working together, team member value-added attribution - -- Compensation I I Structure and ownership distribution [ -- I Transition/ succession planning- too expensive for the next generation to buy out retiring partners? b Offices I 1- -· I l l - Footprint, feet on the ground I - - I Back office capabilities for your team's support [_ -i c Capacity to service accounts and provide VCERA meaningful access to top funds - Primary investments I I I Secondary investments - Co-Investments I I I F ~ Private Equity Program: describe the private equity program that you propose to build for VCERA, how and why it will add value. -, Program set-up -I The legacy portfolio I f -l [

r airness of your funds allocation policy, especially between funds of funds, funds of one, and advisory separate accounts. How does VCERA know what funds we don't get access to, that your other funds do? ------How many funds per year you expect to recommend for VCERA I 1 Bite size- how small I large each investment would be I · !Address a concern of limited access to the best GPs, and too many clients you need to satisfy (too many mouths to fee)

Access I meaningful allocation to the best General Partners J I I ; ]Access to top funds that have concerns about p~ blic records disclosure requirements What information would you not be willing to share with VCERA staff because of public records j disclosure considerations. - Recent record of successful, meaningful access to top funds with public funds clients similar to VCERA, (i.e., disclosure requirements) - -· - - IVCERA's program size separate accounts Diversification T -· -- Global VS U.S. VS non-U.S. [ Buyouts, growth capital, special situations, VC, Debt, etc. ~ Primaries, secondari,es, co-investments - 1 I _I lnvestmenl in other managers' funds of funds I - I I t

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Presentation Topics

I I _ ~ent service & Turnkey back office I l l Describe the front, middle and back office personnel who would be supporting VCERA. Are you p roposin ~ a full, turnkey solution for back office operations? T Identify traditional back office functions not handled by your back office as part of a turnkey solution for VCERA, including those listed below. - ~-t------Capital calls, distributions ·- ·- - --

Contract amendm~T --+- ~ Quarterly reporting I . . Annual reporting I ~ - Public records disclosure r~porting ·- Tax filings, i.e., K-1s ~ 1 - ~ - . Annual program au~ts - - + - Accounting reconciliations l ; with underlying funds _,_ - ~ . with custodian - - -· with VCERA accounting - ~ -~ - I Summarize: why VCERA should hire your firm, and why your firm is a better fit for VCERA than the other three 4 competitors here today for this mandate. I -1-I Add anything~ else you bet ieve to be i m po rta nt for the Boa rd to know. I -- I How would you demonstrate that VCERA would be an important client for you for this mandate?

page 2 of 2

MASTER PAGE NO. 48 of 284 Disability Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - OVERVIEW OF SEARCH PROCESS

Glossary

• Co-investment - The direct investment in a portfolio company in conjunction with general partners or other LPs invested in the fund . • Committed Capital - The total capital pledged by a LP to a private equity fund. • Discretionary Mandate - An account managed by an investment manager, as defined below and subject to ERISA, where the manager has the fiduciary responsibility to act for the benefit of the client when managing the PE program, including fund selection, signatory authority, on-going due diligence, and performance monitoring. • Fund - A pool of capital established for the purposes of private equity activity. Often a GP/Management Company will be responsible for several funds that may vary according to mandate or vintage year. • Fund-of-Funds ("FOF") - A fund set up for multiple investors that distributes investments among a selection of PE funds. • Fund-of-One - An account whereby the investor creates a fund vehicle (LP) that is the "investor" and commits directly to funds. All commitments are in the name of the vehicle. The vehicle will require annual audits, have financial statements, and a single K-1. • General Partner (GP)!Manager/Management Company - The partner/company responsible for all management decisions of the partnership. The GP has a fiduciary responsibility to act for the benefit of the limited partners (LPs), and is fully liable for its actions. The GP/Manager is responsible for selection and management of portfolio companies. • Invested Capital - The total amount of committed capital for a fund which has actually been invested in companies. This will be equal to the amount of paid-in capital less capital used to pay fees. • Individually Managed Account ("IMA") - An account whereby the investor is the LP and commits directly to funds. The commitments are in the name of the investor. • Investment Manager - As defined by section 3(38) of ERISA; a fiduciary who has the power (discretion) to manage, acquire, or dispose of any asset of a plan. • Limited Partner (LP) - An investor in a fund whose main purpose is to provide capital for the GP to invest. LPs have a limited voice in the management of the partnership and limited liability. • Non-Discretionary Mandate - A mandate where the PE consultant provides the client with access to funds and due diligence, but does not bear the responsibility for fund selection. The client makes all fund selection decisions. • Portfolio Company - A business entity that has secured at least one round of financing from one or more private equity funds. A company in which a given fund has invested. • Private Equity - The generic term for the private market including, but not limited to, buyouts, mezzanine debt, and venture capital. • Secondary Market - The market for the sale of partnership interests in existing private equity funds, usually at a discount. • Total $Account Size - Total amount (in USO) that a client has committed to your firm as the manager of their account, NOT the amount that has been committed to underlying GPs. • Vintage Year - The year in which the GP/Manager began making investments.

MASTER PAGE NO. 49 of 284 Disability Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - OVERVIEW OF SEARCH PROCESS

Ventura County Employees’ Retirement System Private Equity Search

May 1, 2017

Allan Martin, Partner Eric Harnish, Principal, Private Markets Research

MASTER PAGE NO. 50 of 284 Disability Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - OVERVIEW OF SEARCH PROCESS

• What is Private Equity? – Institutional asset class with $1 trillion raised by ~3,000 funds since 2013 – Commingled limited partnerships (“funds”) with 10+ year lives that invest in private companies, securities and/or illiquid assets – Manager controls timing of buying and selling investments

• Why invest in Private Equity? – Return Enhancement • Returns can compensate for liquidity risk (e.g., “illiquidity premium”) • Wider range of manager performance translates into greater alpha potential

– Investment Diversification • Not fully correlated with public equities • Access to smaller companies and wider range of strategies

• Private Equity in the VCERA Investment Program – $427.5 million of commitments to date that have generated a 14.3% return – PE program represents 3.8% of investments, but has a 10.0% target – Search objective: identify experienced, high quality fund of fund managers who can work in concert with VCERA and NEPC to design and implement a customized program to gradually build the PE exposure to 10% over the next 6-8 years

2

MASTER PAGE NO. 51 of 284 Disability Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - OVERVIEW OF SEARCH PROCESS

Overview of the Search Process

• Phase 1 – Initial RFI: Phase 1 – Issued in March, 2016 – 27 Respondents – Responses evaluated for qualifications and rated across 12 criteria

• Phase 2 – Detailed RFP: Phase 2 – Issued in January, 2017 – 10 Firms from Phase 1 asked to respond – Quantitative and qualitative evaluation of all responses

Phase 3 • Phase 3 – Finalist Presentations: – May 1, 2017 Board Meeting – 4 Finalists present and discuss proposals with the Board

3

MASTER PAGE NO. 52 of 284 Disability Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - OVERVIEW OF SEARCH PROCESS

Firm Profiles: Organization and Proposed Investment Strategy Customized for VCERA

Abbott Capital Adams Street Partners HarbourVest Pantheon

Date Established 1986 1979 1979 1983

8 – Chicago, New York, Boston, Office Number 8 – Boston, Toronto, London, Tokyo, 6 – San Francisco, New York, 2 – New York, London Menlo Park, London, Beijing, Tokyo, and Locations Beijing, Seoul, Tel Aviv, Bogotá London, Hong Kong, Seoul, Bogotá Singapore

# of Investment 18 60 103 70 Professionals

# of Employees 60 (approximately) 143 (approximately) 404 (approximately) 155 (approximately)

Separate Account $5.6 billion (12 accounts) $3.8 billion (11 accounts) $7.1 billion (33 accounts) $11.4 billion (29 accounts) Capital Total Firm Assets $7.4 billion $28.9 billion $47.0 billion $30.9 billion Under Mgmt. Separate Account 32 years 30+ years 23 years 34 years Experience

26% private – 26% by employees 100% private – 90% existing 100% private – 100% employee 100% private – 100% owned by Firm Ownership and 74% by Affiliated Managers employees & 10% retired employees owned current and retired employees Group (NYSE: AMG)

Primaries: 90-100% Primaries: 80% Primaries: 60-80% Primaries: 60-80% Investment Types Secondaries: 0-5% Secondaries: 5-15% Secondaries: 5-10% Secondaries: 10-30% Co-Investments: 0-5% Co-Investments & Directs: 5-15% Co-Investments: 10-20% Co-Investments: 10-30%

Buyouts: 60-75% Buyouts: 80-90% Buyouts: 65-75% Buyouts: 50-80% Strategy Venture & Growth Equity: 25-40% Venture & Growth Equity: 5-10% Venture & Growth Equity: 25-35% Venture & Growth Equity: 10-30% Allocations Opportunistic: 0-5% Opportunistic: 5-10% Opportunistic: 0-5% Opportunistic: 10-20%

North America: 60-75% North America: 60-70% North America: 65-75% North America: 50-60% Geographic Europe: 25-40% Europe: 15-25% Europe: 25-30% Europe: 20-30% Allocations Asia/Pacific: 0-10% Asia/Pacific: 5-15% Asia/Pacific: 0-10% Asia/Pacific: 15-25% Emerging Markets: 0-5% Emerging Markets: 0-5% Emerging Markets: 0-5% Emerging Markets: 0-5%

Annually: 5-7 buyouts # of Primary Annually: 8-12 Annually: 5-7 Annually: 8-12 Over 3-4 Years: 20-28 buyouts + Commitments Over 3-4 Years: 20-35 Over 3-4 Years: 20-28 Over 3-4 Years: 30-40 1 VC FOF (with 20 underlying funds)

Target $4-$15 million $11-$16 million $15-$20 million $15-$20 million Commitment Size (smaller amounts for VC funds)

Past Secondary $0.3 billion $1.3 billion $14.3 billion $10.2 billion Volume Past Co- Investment & $0.1 billion $2.3 billion $5.2 billion $1.9 billion Direct Volume

4

MASTER PAGE NO. 53 of 284 Disability Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - OVERVIEW OF SEARCH PROCESS

Firm Profiles: Track Record Benchmarking and Fee Proposal

Abbott Capital Adams Street Partners HarbourVest Pantheon

st st st st Benchmarking 1 Quartile/Above Median 1 Quartile/Above Median 1 Quartile/Above Median 1 Quartile/Above Median

Overall 36%/62% 30%/56% 27%/55% 29%/57%

North America 35%/55% 29%/52% 25%/57% 32%/57%

Europe 41%/61% 45%/77% 37%/58% 28%/56%

Asia/Pacific 0%/0% (only 2 funds) 24%/66% 18%/50% 17%/57%

Global 37%/77% - - 47%/100%

Relative Performance Rankings

Primaries - st th rd nd 1 4 3 2 Aggregate

Primaries - st rd th nd 1 3 4 2 Geographic

th rd st nd Secondaries 4 3 1 2

Co-Investments/ rd st st th 3 1 (tie) 1 (tie) 4 Direct Investments Blended st th nd rd Performance 1 4 2 3 Total

Fee Proposal Summary

10 Year Total $12.2 million $16.0 million $21.4 million $17.1 million Estimated Fees*

Estimated Annual $2.2 million $2.8 million $3.9 million $2.7 million Fees in Year 10*

Primaries: No Primaries: No Primaries: No Primaries: No GP Carried Secondaries: Yes Secondaries: Yes Secondaries: Yes Secondaries: Yes Interest Co-Investments: Yes Co-Investments: Yes Co-Investments: Yes Co-Investments: Yes Direct Investments: Yes

Preferred Return Yes Yes Yes Yes

*Fee estimates based on 80/20 mix of primaries/secondaries & co-investments and assumption of $133 million in annual commitments. 5 **Performance 2012 & earlier primaries as of September 30, 2016, with quartiles based on comparison to ThomsonOne/Cambridge Associates database.

MASTER PAGE NO. 54 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott Capital Management Presentation to: Ventura County Employees’ Retirement Association

May 1, 2017

ABBOTT CAPITAL MANAGEMENT, LLC | 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104 | +1 212 757 2700

MASTER PAGE NO. 55 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott: Presenter Biographies

Managing Directors Jonathan D. Roth – Managing Director, President Mr. Roth has 25 years of private equity investment experience and is responsible for the overall management of the firm. He also works closely with clients to develop and implement private equity investment programs. Mr. Roth reviews investment opportunities, with specific emphasis on the analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Roth also serves on several partnership advisory boards. Prior to joining Abbott in 1992, Mr. Roth was an Associate at Elmrock Partners and a Financial Analyst with Amoco Corporation. Prior to obtaining his M.B.A., he worked for Chemical Bank as a corporate lending officer. Mr. Roth received his A.B. in Economics from Cornell University and his M.B.A. from The Fuqua School of Business at Duke University.

Charles H. van Horne – Managing Director Mr. van Horne has over 31 years of experience in private equity and is responsible for managing the firm’s marketing and client services functions, including communicating with clients about Abbott’s investment practices and providing assistance to clients in the development of their private equity strategies. Prior to joining Abbott in 2001, Mr. van Horne was a founding Managing Director of AIG Capital Partners, Inc., responsible for AIG Capital Partners’ fund development and client services. Mr. van Horne also served on the investment committees for several AIG private equity funds. Prior to joining AIG, Mr. van Horne was Managing Director of Creditanstalt International Advisors, where he established and managed its private equity investment activities. He also worked for Bankers Trust and for UBS Securities, Inc. in various capacities including merchant banking, mergers and acquisitions and project finance. Mr. van Horne received his B.A. in Sociology from the University of Pennsylvania.

2 MASTER PAGE NO. 56 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Table of Contents

Section Slides

1. Abbott Organizational Overview 4 – 9

2. VCERA Private Equity Program 10 – 21

3. Client and Back Office Support 22 – 26

4. Summary 27 – 28

Appendix 29 – 43

3 MASTER PAGE NO. 57 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

1. Abbott Organizational Overview

MASTER PAGE NO. 58 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott Capital Management, LLC As of 12/31/2016

Organization

. Founded in 1986; over 30 year track record focused solely on private equity . Over $7bn in AUM . First customized mandate launched in 1986; approximately $4bn in customized mandate AUM . SEC registered and FCA authorized investment adviser with offices in New York and London . Stable, multi-generational management team

Experience

. Relationship Advantage  Deep relationships and networks among GPs and LPs  Strong primary platform, and specialist portfolios  Demonstrated capacity with fund managers  Over 100 advisory board seats . Information Advantage  Proprietary database of information on over 7,500 primary funds  Over 500 primary funds typically reviewed annually  $10bn in secondary transactions typically reviewed annually . Focus Advantage  Disciplined underwriting standards  Restrained growth in AUM enables access to capacity constrained managers across client base  Highly selective portfolios

Abbott’s platform offers a distinctive combination of scale and focus to benefit our clients

5 MASTER PAGE NO. 59 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Private Equity-Focused Organization As of 03/31/2017 Independent team of over 50 professionals dedicated to private equity investing

Managing Directors

Thad Gray Meredith Rerisi Martha Cassidy Zohair Tariq Brian Susetka Managing Director Managing Director Director Senior Associate Associate Chief Investment Officer 16/16 years 32 years 6 years 6 years 27/27 years

1 Jonathan Roth Tim Maloney Jobst Klemme Jonathan Tubiana Ryan Doyle Managing Director Managing Director Director Senior Associate Associate President 16/12 years 17 years 8 years 2 years 25/24 years

Katie Stokel Young Lee Jennie Benza Moritz Turck1 Dan Brown Managing Director Managing Director Vice President Senior Associate Analyst Chief Operating Officer 12/9 years 10 years 5 years 2 years Investment Team Investment 30/18 years

Matthew Smith Len Pangburn Dillon Schriver Managing Director Managing Director Analyst 16/16 years 11/11 years <1 year

Charles van Horne Mary Hornby Managing Director Managing Director . One-team philosophy: experienced and diverse perspectives Client Relations General Counsel 31/15 years 20/12 years . Well-resourced investment team of 18 evaluates opportunities Lauren Massey Paolo Parziale across all private equity strategies Managing Director Managing Director Finance & Administration Corp. & Fund Acct. . Operations, finance, and service team of over 40 professionals 25/21 years 17/14 years . Owner-managed; strong alignment with Limited Partners

Abbott’s Managing DirectorsAs of July 2016 have an average of 21 years experience and 16 years working together

Years of private equity experience / Years with Abbott as of January 2017 for the Managing Directors only. All other years listed are years of private equity experience. See Appendix for complete biographies. 1 Abbott Capital (Europe), Ltd.

6 MASTER PAGE NO. 60 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Institutional Private Equity Solutions

Abbott’s Core Disciplines

. Access: relationships with top-performing GPs Venture Capital/ GLOBAL Buyouts/ . Selection: apply rigorous due diligence Universe of investible private equity strategies Growth PRIVATE Special standards and strong risk culture Equity EQUITY Situations MARKET . Portfolio Construction: balance concentration and diversification across strategies and sub-strategies . Alignment and Accountability

Customized Solutions Commingled Solutions

Separate Account Fund of One Core Diversified Portfolios Specialized Strategy Portfolios

. Single account, direct investments . Limited partnership, or LLC . Annual Program Funds . Abbott Secondary Opportunities . Strategy options: – Focus on smaller secondary deals . Can be tailored to meet client’s . Can be tailored to meet client’s – North America Private Equity specific investment goals and specific investment goals and . Abbott Select Buyouts – Ex-North America Private Equity objectives objectives – Small and medium buyout and – Venture Capital/Growth Equity . special situations funds . Core and/or specialist portfolios Core and/or specialist portfolios – Small Buyout . Discretionary/Non-discretionary . Discretionary/Non-discretionary . Secondary investments . Abbott Select Venture . Committed over 3 years – Smaller venture capital funds . Global investment mandate of all stages

Customization Full Moderate Limited

7 MASTER PAGE NO. 61 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Building Private Equity Portfolios for Institutional Investors

$17bn cumulative Abbott commitments founded 2017

1986 1987 1995 2004 2007 2016 Launch of First secondary Launch Launch of Launch of Launch of separate investment of diversified funds (ACE) specialized funds (ASB) annual funds (AP) secondaries fund accounts (ASO)

Representative Investor Relationships1

Public Pension Funds Corporate Pension Funds Endowments & Foundations Alaska Retirement Management Board American Express Allegheny College Army & Air Force Exchange Service Baxter International Bradley University Australian Reward Investment Alliance (ARIA) Belk Evangelical Covenant Church Baltimore Employees' Retirement System BMW Grupo Guayacán British Coal Staff Superannuation Trust Hess Corporation M.J. Murdock Charitable Trust City of Milwaukee Employes’ Retirement System PNM Resources NY Community Trust Illinois Municipal Retirement Fund Reuters Polk Bros. Foundation Kern County Employees' Retirement Association Reynolds American Inc. The Greater Cincinnati Foundation Marin County Employees' Retirement Association Severn Trent The Saint Paul Foundation Nebraska Investment Council William Beaumont Hospital The Texas A&M University System New York State Teachers' Retirement System University of Alaska Foundation Orange County Employees Retirement System Utah Retirement System Wyoming Retirement System

30 Years of building private equity portfolios for sophisticated, long-term investors around the world

1Represents the 10 largest investors by category that have committed to any Abbott Fund organized since 2004 (based on the investor’s aggregate subscriptions to all Abbott Funds) plus each actively investing separately managed discretionary client account as of March 31, 2016. Excludes investors imposing confidentiality restrictions on use of their name or whose relationship with Abbott commenced after this date. It is not known whether the listed clients or investors approve or disapprove of Abbott or its advisory services.

8 MASTER PAGE NO. 62 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott’s Performance Across Market Cycles As of 09/30/2016

Judgment and careful selection have generated attractive returns over the long-term and in each vintage year

. Abbott has consistently outperformed Abbott Pooled Horizon Performance public markets over several market cycles 20%

. On a vintage year basis, Abbott has 16.4% preserved capital in all years 14.5% 14.8% 15% 13.5% 13.7% 13.4% . Recent vintage years are still 12.3% 12.5% developing 11.0% 10.6% 10.0% 9.6% 10.1% 10% 7.9% 7.2% 7.2% 7.9% 6.9% 6.4% 5.1% 5%

0% 5 Year 10 Year 15 Year 20 Year Inception

Abbott Pooled IRR (Gross) Abbott Pooled IRR (Net) S&P 500 MSCI World

Abbott Pooled Vintage Year Performance

1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

IRR (%) 23.6 24.8 24.3 22.0 15.2 36.0 43.9 32.7 45.7 16.1 22.4 8.2 0.2 8.3 24.2 16.8 26.0 11.1 9.4 8.0 10.8 12.5 13.9 13.0 20.3 16.9

TVPI (x) 4.2 3.2 2.7 2.2 2.1 2.9 4.4 2.9 3.2 1.8 2.0 1.4 1.0 1.5 2.1 2.5 2.3 1.7 1.6 1.5 1.6 1.6 1.6 1.5 1.7 1.4

Past performance is not a guide to future results and is not indicative of expected realized returns. Vintage year returns presented do not reflect the deduction of Abbott’s investment management fees and carried interest. Actual returns to a client would be reduced by such fees. For example, the average impact of fees to the pooled IRR and TVPI of each vintage year was approximately 1.9% and 0.2x, respectively. The indices listed have not been selected to represent benchmarks for the portfolio, but rather allow for comparison of the portfolio's performance to that of a widely recognized index. See Important Information page and Performance Glossary at the back of this document and Abbott’s Form ADV Part 2a for disclosures on risk and performance.

Confidential, Trade Secret and Proprietary Information For Recipient's Use Only. 9 MASTER PAGE NO. 63 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

2. VCERA Private Equity Program

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VCERA: Private Equity Customized Account Services

Goals and Objectives of the Program

. Abbott is proposing to manage a customized private equity portfolio structured as a separate account or fund-of-one that provides the following: . Achieves VCERA’s target 10% allocation to the private equity asset class . Invests in primary funds and secondary opportunities, as well as co-investments and private debt . Comprehensive, turn-key solution that covers the development, implementation, management, and administration of the portfolio . Total solution platform that provides the flexibility to manage a full range of private equity investments and different structures under a single umbrella

. Abbott will work collaboratively with VCERA’s Board, Staff, and investment consultant to implement the program and refine objectives on an annual basis

11 MASTER PAGE NO. 65 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott’s Model: Customized Solutions

Establishment Execution Evolution

Responsibilities . Assess existing PE exposure . Conduct due diligence and . Develop Annual Tactical Plan to identify prospective investments assess gaps in PE exposure based . Gauge internal resources, on defined allocation targets capacity for monitoring and . Construct portfolio within administration, and training determined allocation guidelines . Identify potential opportunities needs for “satellites” or expansion . Execute subscription documents – Narrower, specialized . Design custom communication and wire funds to all managers in portfolios and reporting model the portfolio – Broader guidelines . Determine appropriate structure . Monitor and report on the – Direct investments – Separate account portfolio . – Fund of one Balance risk/return by combining . Provide management and staff diversification with high education on private equity asset conviction class

Responsibilities . Determine near- and long-term . Review pipeline and portfolio . Commitment to the PE program is goals for PE exposure and construction essential to realize long-term returns benefits . Define portfolio guidelines . Review and approval of Annual – Investment Strategies Tactical Plan – Industry sectors – Vintage years – Regions – Restrictions

12 MASTER PAGE NO. 66 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

VCERA: Portfolio Proposal Summary

. Abbott would develop an annual tactical plan each year to define goals for Core VCERA Portfolio - Annual Investment Pacing (# inv.) commitments over the coming year Buyouts 2017 2018 2019 2020 . The tactical planning process incorporates the evolution of the existing portfolio North America 4-5 4-5 4-5 4-5 and is designed to ensure that the portfolio is developing in accordance with the Small 2-3 1-3 1-2 0-2 longer-term strategic plan Medium 1-2 2-3 1-3 2-3 Large 1-2 0-1 2-3 1-3 Proposed Core VCERA Portfolio (3-4 Year Pace) Ex-North America 1-3 1-3 1-3 1-3 Small 1-2 0-2 0-1 1-2

Structure Separate Account or Fund-of-One Medium 0-1 1-2 1-2 0-1 Large 0-1 0-1 1-2 0-1 Commitment Size $375mm – $400mm Total Buyout 6-8 6-8 6-8 6-8 Number of Investments 25 - 35 Venture Capital / 2017 2018 2019 2020 Growth Equity Strategy Allocation North America 2-3 2-3 2-3 2-3 Buyouts 60 - 75% Early Stage 1-2 1-2 2-3 0-1 Venture Capital/Growth Equity 25 - 40% Late State 0-1 1-2 0-1 1-2 Secondaries/Opportunistic 0 - 15% Ex-North America 1-2 1-2 1-2 1-2 Geographic Allocation Early Stage 0-1 1-2 1-2 1-2 North America 60 - 75% Late State 1-2 0-1 1-2 0-1 Western Europe 25 - 40% Total VC/GE 3-4 3-4 3-4 3-4 Secondaries / Rest of World <10% 2017 2018 2019 2020 Opportunistic Secondaries / 1-2 1-2 1-2 1-2 Opportunistic

Proposed Tactical Opportunities Portfolio Tactical Opportunities - Annual Investment Pacing (# inv.)

Structure Separate Account Tactical Opportunities 2017 2018 2019 2020

Commitment Size Up to $200mm Secondaries 1-2 1-2 0-1 0-1 Number of Investments TBD Co-Investments 1-2 1-2 0-1 0-1 Private Debt 1-2 0-1 1-2 0-1

Total Tactical Opportunities 3-5 2-3 1-3 0-2

General investment guidelines are provided for illustration only. Abbott works closely with its clients to create a tailored, customized solution. 13 MASTER PAGE NO. 67 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

VCERA: Portfolio Proposal Summary

= Underfunded 12.5% = Underfunded 10.5% 10.1% Current Commitments 9.9% Future Commitments 10.0% 8.7% VCERA’s legacy PE funds: 8.0% Private Equity . Are building value 7.7% investments are self- . Beginning 7.5% liquidating; distributions 5.7% 6.1% VCERA needs to: . NAV will start to decline 5.0% 4.1% 4.6% . Maintain regular 3.7% commitments in order to maintain target To quickly achieve 10% 3.0% target, Abbott proposes 2.5% allocations to allocate to Tactical . Build relationships and Opportunities: 1.3% long term capacity in most attractive GPs . Secondaries 0.0% . Co-investments . Private debt

Existing NAV New NAV Total NAV Target PE Allocation

Existing Portfolio1 Abbott Portfolio Cash Flows for Existing + Core Portfolio

Total Plan Assets $4,660.8mm . $135mm committed to Core Portfolio in each of the first 3 . Largest contributions estimated in Years 3-4 PE Commitments $427.5mm years (total $375mm - $400mm commitment) . Existing portfolio already receiving distributions; PE Capital Called $251.9mm . Up to $200mm commitment to Tactical Opportunities in largest distributions estimated in Years 6-7 Years 1-3 PE Distributions $61.3mm . Annual distributions are estimated to exceed NAV $171.6mm annual contributions in Year 5

1 As of September 30, 2016 For illustrative purposes only. Information is not based on an actual client account, but is loosely based on Abbott’s experience and a review and assessment of VCERA’s private equity program. Actual cash flows and NAV will vary. 14 MASTER PAGE NO. 68 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

VCERA: Tactical Opportunities

To quickly achieve its 10% target, Abbott is proposing VCERA make an approximately $200mm allocation to tactical opportunities aimed at deploying and returning capital quicker than in a traditional private equity fund. Key benefits of accelerated capital deployment include the potential for: . Mitigation of the J-curve effect . Shorter duration when compared to blind pools . Near-term distributions . Ability to achieve target exposures more rapidly

Strategy Secondaries + Co-Investments + Private Debt

The buying and selling of pre- A minority investment, made Non-bank lenders providing capital existing investor commitments to directly into an operating company, to small and medium-sized Opportunity private equity and other alternative alongside a financial sponsor or companies in the form of a loan investment funds other private equity investor rather than equity

. Faster capital deployment . Improves returns through lower . Yields higher than offered by . Quicker anticipated returns on overall costs (minimal/reduced similarly-rated public debt investments than traditional PE management fees and carried . Lower default and loss rates interest) . Visibility into underlying assets compared to public high-yield Rationale . Creates faster and more bonds . Exposure to prior vintage years targeted deployment of capital . Low correlations with . Provides a better look into the traditional assets sourcing, due diligence, deal . Lower interest-rate risk structure of the General Partner

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Secondary Investing: The Opportunity for Smaller Transactions

As the market has expanded, managers: . Have grown their AUM . Developed different strengths

Source: Preqin

Dedicated Secondary Dry Power (Q1 2017) Abbott’s Approach

. Focus on smaller secondary transactions, which are . Top 12 buyers now control >$2bn of the not cost-efficient for mega-firms to pursue market’s dry powder 86% . Pursue opportunities where Abbott can be a . Opportunity to focus on the smaller, less partner of choice efficient segment of the market . Gain access by demonstrating added-value and 14% potential for follow-on capital

Top 16 Buyers Rest of universe Source: UBS

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Example: Large U.S. Public Pension Plan As of 12/31/2016

Client Objective U.S. state pension plan Build core private equity program Total assets over $22bn Diversification guidelines: primary and secondary investments: buyouts and special situations of Assignment: Restructure and develop nascent different sizes and sub-strategies; venture capital and growth equity of different stages and strategies; private equity program that had been initiated sub-debt; North America: ≥ 75%; Non-North America: ≤25% in-house Establishment Execution Evolution . Selected in 1993; took on oversight of legacy PE . Source investments and conduct due diligence . Develop specialized, complementary portfolios portfolio – Review over 500 investment opportunities to target additional sources of returns . Evaluated assets in existing private equity per year, on average over the past five years – Smaller venture funds portfolio portfolio – Made an average of 9 investments per year, . Support staff as they grow in number and since inception develop more skills internally . Worked closely with general consultant to – Negotiate LPAs on client's behalf, including define investment strategies and portfolio fee and expense provisions, where possible. composition . . Established communication guidelines with Manage administrative aspects of portfolio client’s administrators including brokers and – Complete subscription, amendment, consent custodians and other documents on behalf of client – Facilitate capital call, cash and stock . Defined reporting requirements, including distribution, and stock liquidation process understanding statutory – Coordinate with consultant to ensure that reporting adheres to agreed timing – Oversee legacy portfolio as it winds down . Communicate and educate Staff and Board – Develop annual tactical investment plan – Present private equity market information – Prepare briefing on new investments – Deliver quarterly reports and monthly portfolio value estimates – Conduct calls and in-person meetings to review portfolio developments

17 MASTER PAGE NO. 71 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Example: Large U.S. Public Pension Plan

Portfolio Diversification by Strategy and Geography Key Historic Portfolio Attributes

Portfolio Diversification by Strategy

$300 $1,500 Commitments 35% 62% 3%

$200 $1,000 Capital Called 37% 62% 1% Millions

Unfunded 30% 61% 9% $100 $500

Distributions 33% 66% 2% $0 $0

Fair Value 42% 57% 1% -$100 -$500 0% 20% 40% 60% 80% 100% -$200 -$1,000 Venture Capital and Growth Equity Buyouts and Special Situations Secondaries Capital Calls Distributions NAV -$300 -$1,500 Geographic Diversification by Portfolio Company Value

Europe North America 15% Total Capital Calls: $2,519.7mm 78%

Asia/Australia Total Distributions: $2,745.0mm Rest of World 4% 3% Latest Valuation (NAV): $1,204.0mm

Past performance is not a guide to future results and is not indicative of expected realized returns. Provided for illustrative purposes only and is based on one client’s investment experience with Abbott.

18 MASTER PAGE NO. 72 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Capital Deployment Considerations: Current Market

Structured capital deployment approach, for example: . Commitments over multiple years . 8 - 12 Primary Investments per year across Buyout, Venture Capital and Growth Equity . Dedicated Tactical Opportunities allocation . Cycle-tested managers in each segment

In addition, the following are current considerations:

Current Market Environment Abbott Portfolio Considerations

. Effect of strong public markets on purchase price multiples . Select seasoned managers who have invested through boom and bust cycles and have aligned incentives

. Significant capital raised for secondary investments; . Maintain discipline in underwriting and bidding on secondary price expectations are high opportunities, and seek transactions where investment edge may exist

. Anticipation of rising interest rates . Select managers whose strategies are not overly reliant on debt, and who have demonstrated ability to secure financing in a variety of markets

. Uncertainty regarding growth and stability in emerging private . Seek experienced managers in all regions equity markets – Ongoing attractive return potential in developed private equity markets – Opportunistic commitments in developing markets where the manager demonstrates potential for long- term attractive performance

19 MASTER PAGE NO. 73 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Importance of Consistent Allocations and Diversification As of 3/31/2016

Pooled Average IRRs | by Vintage Year and by Selected Private Equity Sub-style 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Early Venture 86.5% 129.9% 103.0% 54.5% -4.8% -0.8% 3.4% 1.1% 9.7% 7.3% 9.3% 7.6% 15.7% 21.3% 19.1% 28.9% 37.5% 27.5%

Later Venture 21.7% NA 87.6% 2.7% 3.8% 4.5% 6.3% 2.3% 7.3% 8.0% 3.9% 16.8% 14.3% 1.2% 10.2% 13.5% 17.0% 8.0% All Private Equity st Balanced Venture 17.8% 49.3% 17.0% 4.7% 5.1% 0.0% 1.8% 0.7% 3.1% -0.8% 8.8% 6.7% 12.0% 18.3% 15.7% 23.9% 26.1% 24.4% 1 Quartile 2nd Quartile Small Buyouts 15.1% 6.5% 7.3% 17.3% 10.8% 20.3% 23.6% 21.3% 17.2% 13.0% 13.9% 9.2% 11.5% 11.6% 18.4% 10.4% 13.9% 12.0% Below Median Medium Buyouts 25.8% 16.5% 5.8% 8.0% 13.4% 19.2% 23.9% 16.3% 13.2% 12.4% 9.7% 7.6% 6.8% 10.6% 14.8% 12.3% 15.3% 13.3%

Large Buyouts 3.2% 7.6% 14.4% 4.0% 8.8% 17.8% 31.3% 23.0% 19.1% 13.9% 6.9% 9.0% 7.9% 14.9% 10.2% 8.0% 15.3% 12.0%

Mega Buyouts 15.9% NA 13.7% 6.9% 12.1% 18.3% 35.8% NA NA NA 8.6% 5.6% 9.7% 12.8% 19.6% NA 11.0% 14.4%

Mezzanine 8.1% 5.8% 15.9% -10.3% 8.7% 13.3% 11.0% 14.7% NA 4.9% 7.6% 9.8% 14.5% 9.9% 11.8% 11.1% 7.6% 12.2%

All Private Equity – Pooled Median IRR 17.7% 10.9% 11.0% 7.2% 0.2% 2.6% 8.0% 8.4% 8.6% 7.7% 7.3% 7.6% 10.2% 11.0% 14.9% 12.9% 12.7% 13.2% Capital Raised | by Vintage Year and by Selected Private Equity Sub-style $150

$100

$50 Venture $0

) 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 bn

($ ($ $400 Capital Capital Raised $300 $200 $100 $0 Buyouts & MezzanineBuyouts& 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Past performance is not a guide to future results and is not indicative of expected realized returns. See Important Information Page and Abbott’s Form ADV Part 2a for disclosures. All data sourced from Thomson ONE database, with IRR and quartile data provided by Cambridge Associates via Thomson. Thomson ONE and Cambridge data are continuously updated and therefore are subject to change. Pooled Average IRR by Vintage Year is sourced on August 19, 2016, and includes funds reporting to Cambridge Associates as of the source date with a U.S. primary market focus only. Capital Raised Venture data includes U.S. and non-U.S. funds reporting to Thomson ONE as of August 19, 2016; Buyouts & Mezzanine data includes U.S. and non-U.S. funds reporting to Thomson ONE as of August 22, 2016, but excludes Turnaround/Distressed Debt funds. 20 MASTER PAGE NO. 74 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Capacity: How Do Advisors Allocate?

Key: Abbott‘s Approach Other Advisor: Approach B Other Advisor: Approach C Outer Ring – Pro Rata Subjective Favoritism First Come - First Served Available client capital per LP

Inner Ring – $10 $10 $10 Proportion of capacity in a 15% 0% constrained investment 22% allocated to each investor $20 $20 $20 23% 0% 45%

62% 33% 100% $15 $15 $15

Allocation Investors receive an allocation that is Advisor may arbitrarily/unilaterally Advisor prioritizes clients who Policy proportional to their share of the allocate capacity disproportionately invested in the GP’s previous fund Description total capital available for investment

Considerations Client portfolios pursuing the same LPs cannot be confident of access to Strongly favors long-time clients (and Risks) strategy invest in the same funds an advisor’s “best ideas”, leaving while shutting new LPs out of them with substitute investments established GP relationships that may not be as attractive

Some Allocation Policies May Serve Advisors More Than They Do Investors . Different allocation policies can lead to substantially different outcomes for investors trying to access capacity-constrained funds . High demand, limited supply, and a concentrated portfolio may result in conflicts for larger and quickly growing advisors

For illustrative purposes only. Includes examples of allocation policies Abbott understands may be used by other managers. Abbott is not the only firm that allocates constrained opportunities on a pro rata basis.

21 MASTER PAGE NO. 75 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

3. Client Support

MASTER PAGE NO. 76 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

VCERA: Abbott’s Dedicated Team

Jonathan D. Roth Managing Director & Matthew Smith President Managing Director, 24 Years with Abbott Investments 16 Years with Abbott

Young Lee Lauren Massey Managing Director, Managing Director, Investments Finance & Administration 9 Years with Abbott 21 Years with Abbott

14 professionals dedicated to administration of 18 investment professionals Abbott’s separate account activities; dedicated to the sourcing, evaluation, management of underlying portfolio fund structuring, execution, and information monitoring of private equity investment opportunities

Paolo Parziale Charles van Horne Managing Director, Managing Director, Corporate & Fund Accounting Head of Client Relations 14 Years with Abbott 15 Years with Abbott

6 professionals dedicated to administration of 7 professionals responsible for the Abbott’s financial accounting and firm’s marketing and client services administration of all fund of funds products, functions, including communicating including the preparation of all fund financial with clients about Abbott’s reports and tax filings as well as Abbott’s investment practices and providing Mary Hornby corporate accounting function assistance to clients in the Managing Director, development of their private equity General Counsel strategies 12 Years with Abbott

2 professionals dedicated to legal analysis, negotiation, and closing process for all portfolio investments; 1 professional dedicated to compliance and regulatory issues 23 MASTER PAGE NO. 77 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott: Integrated Workflow

Portfolio Fund Portfolio Fund Portfolio Fund Investment Investment Investment

Abbott Staff

Investment Team Operations & Administration Legal Develop Annual Tactical Plan Record Investment Activity Pre- and post-closing document Evaluate Investment Opportunities Transaction Notification Contract Amendments Underlying Manager Monitoring Liquidate Stock Contract Negotiations Portfolio Management Portfolio Reporting Extension Notices Pipeline Opportunity Valuations

Capital Calls Ventura County Employees’ Cash/Stock Distributions Retirement System Customized Portfolio

24

MASTER PAGE NO. 78 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott Customized Solutions: Turnkey Implementation

For either Separate Accounts, or a Fund-of-One, Abbott is able to provide the following client service and support:

Abbott VCERA

Structuring Account / Fund Documentation  

Sourcing / Monitoring / Portfolio Construction 

Administrative Burden

. Capital Calls / Cash Distributions  . Liquidate Stock  . Record Investment Activity  . Monthly/Quarterly/Annual Reporting  . Valuations  . FOIA Reporting  . Tax Filings1  . K-1 Collection1 

Accounting Reconciliations

. Underlying Funds  . Custodian  . VCERA Staff Accounting 

1 Abbott provides assistance and coordination in compiling tax documents for managed account investors. Investors make their own tax filings. 25 MASTER PAGE NO. 79 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott: Monitoring, Administration, and Reporting

Sample Reports

. Active Monitoring – Analyze reports – Participate in meetings – Active advisory board member (where available) – Engage general partners regularly – Review and negotiate amendments

. Timely Reporting – Monthly, quarterly, annual statements – Capital call and distribution activity – Granularity of returns and diversification – Client conference – Review meetings

. Profit Realization and Liquidation – Stock conversions – Facilitate calls and distributions – Analyze and track clawback obligations – Consider and negotiate term extensions

Robust technology platform provides flexibility and transparency

26

MASTER PAGE NO. 80 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

4. Summary

MASTER PAGE NO. 81 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott: Proposal Summary

Implementing a Private Equity Program Abbott’s Competitive Advantages

Key success factors for implementing a Private Equity program include: Abbott’s competitive advantages in managing private equity portfolios include: . Access to experienced and skilled resources . Quantitative and risk analytics, performance frameworks, and . Compelling access and GP selection with demonstrated capacity proprietary databases with fund managers . Collective insights and judgment of its senior staff, built on a wide . Disciplined selection process range of perspectives and years of hands-on experience . Ability to balance concentration and diversification . Distinctive combination of scale and focus, which enables Abbott to access sought-after fund managers that can add value in concentrated portfolios . People-centered due diligence processes, that seek to understand the unquantifiable factors that may drive future attractive performance

VCERA Proposal Summary Why Abbott?

Abbott is proposing to manage a fully customizable private equity portfolio Abbott is offering a compelling combination of competitive advantages comprised of: in an attractive working arrangement: . Core Portfolio of primary (Buyout, Venture Capital and Growth Equity . Abbott has demonstrated the ability to build long-term private strategies) and secondary opportunities: $400mm over 3-4 years equity relationships and customized portfolios for similar institutions to VCERA . Tactical Opportunities Portfolio of secondaries, co-investments, and private debt strategies: $200mm over the first 1-3 years . Abbott’s proposal addresses all of VCERA’s goals: . Abbott will work collaboratively with the VCERA Board, Staff, and . A cost effective solution investment consultant . A turnkey solution for portfolio management . Flexibility in structuring Thereby providing the confidence that Abbott can deliver attractive net results for VCERA

28 MASTER PAGE NO. 82 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Appendix

MASTER PAGE NO. 83 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Customized Solution Implementation: Different Structures

Separately Managed Account Fund of One

Structure Single investor; multiple direct investments Limited partnership or LLC; single investor; multiple investments

Term and Commitment Period Usually indefinite May be defined or indefinite

Annual commitment amount determined at outset, but can be adjusted Made at inception; may be added by negotiated contract and may be Commitment Timing year-by-year or be determined year-by-year adjusted by amendment

Portfolio Construction Customizable; Abbott’s responsibility, potentially with input from VCERA Customizable; Abbott’s responsibility, potentially with input from VCERA

Flexible: may be based on capital committed to investments, or NAV; Management Fees and Expenses Flexible: may be based on capital committed to investments, or NAV separate audit expense and other fund-related expenses

More significant, but can be partially borne by VCERAs custodian and/or Administrative Burden Minimized, handled by Abbott Abbott

Reporting Quarterly statements, monthly transaction reports and roll-forwards Quarterly statements, annual audited financials

Transparency in Reporting Aggregated or detailed, as required by VCERA Aggregated or detailed, as required by VCERA

GP Commitment No commitment made May include a commitment made alongside the client

These are some of the structures Abbott has worked with in the past.

30 MASTER PAGE NO. 84 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Private Equity Returns: The J-Curve

Representative Fund Annual Cash Flows to Investors1 Expectations regarding the J-Curve Harvest Period . A new private equity fund investment will 100% (Managing the portfolio and exiting the investments) 80% generally have a negative return initially - 60% Management fees and organizational Investment Period expenses are charged while investments 40% (Sourcing deal flow) are being made 20% 0% . Investment period may be 3 to 5 years (or -20% longer) -40% Contributions . Capital must be invested and managed before Distributions -60% revaluations and realizations can occur -80% – Cumulative Net Cash Flow -100% . When and if the J-curve “turns positive” will 1 2 3 4 5 6 7 8 9 10 depend on: Year - Cash flows - Fees 2 Representative Fund: Cumulative Since Inception Median IRRs - Interim valuations Vintage Year 1995 Vintage Year 1997 Vintage Year 1999 Vintage Year 2001 - Exits Vintage Year 2003 Vintage Year 2005 Vintage Year 2007 30% Lessons learned: . 20% Investor’s commitment to the PE program is essential to realize long-term benefits 10% . J-curve mitigation strategies can be included in the program guidelines 0%

-10% For illustrative purposes only. Chart does not represent any actual -20% portfolio or expected returns, and there is no guarantee that an investment will perform similarly. -30% 1Source: “Why and How to Invest in Private Equity”, European 0 1 2 3 4 5 6 7 8 9 10 11 12 Private Equity & Venture Capital Association, March 2004 Year 2Source: Thomson ONE, Feb 24, 2016. Most recent available data. Past performance is not a guide to future results and is not indicative of expected realized returns. See Important Information page and Performance Calculations at the back of this document and Abbott’s Form ADV Part 2a for disclosures on risk and performance. 31 MASTER PAGE NO. 85 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott: Primary Due Diligence Process Casts A Wide Net Rigorous process seeks to understand potential for future performance

Seek best of breed managers Assess performance and skills Assess future performance potential Debate fund merits . Proactive research/outreach . Qualitative and quantitative . Special skills, expertise, sourcing . Full team discussion . Open door policy . Loss rates, hit rates . Culture; strong disciplines . Attractiveness vs. similar . Historic relationships . Team stability/risks . Alignment and governance funds . Customized tracking systems . Potential rewards vs. risks . Votes weighted by experience

Meeting 2 Meeting 3-5

Investment Universe Final Recommendation References and Company Since 1986: Meetings Over 7,500 primary References funds reviewed Competitive Analysis In 2016: Over 500 primary funds reviewed and 22 investments made

Meeting 1 Quantitative Analysis Quantitative Analysis & Attribution

32 MASTER PAGE NO. 86 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Abbott: Managing Risk Throughout the Life of an Investment Three phases of risk management are embedded in Abbott’s processes

Pre-investment Due Diligence Portfolio construction On-going monitoring

Goal: Identify managers able to deliver Goal: Enable index-beating performance Goal: Identify potential issues and attractive future performance while mitigating potential risks minimize impact on fund performance

Quantitative analysis Appropriate diversification Formal and informal checkpoints

. Loss rates and hit rates . Number of funds . Adherence to strategy . Deal types and transaction sizes . Strategy and style . Changes to team . Partner attribution . Vintage year . Valuations . Peer comparisons . Region . Extensions/Amendments . Fund size progression . Active LP and advisory board High-conviction commitments participation Qualitative analysis . Limited number of holdings . Team expertise and culture . Position sizing . Strategy coherence . Opportunity set Bottom-up focus with macro framework . Processes: sourcing, due diligence . Cycle-tested managers . Value-add capabilities . Avoid overlap and unintended concentration Alignment

. Voting, governance . Fund terms Although the foregoing describes the typical areas reviewed by Abbott when evaluating an investment, not every monitoring item occurs nor is every factor considered by Abbott in each instance it evaluates an investment. 33 MASTER PAGE NO. 87 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Evaluating Funds: ILPA Preferred Terms Institutional Limited Partners Association (“ILPA”)

Alignment of Interest Governance Transparency

. Carry/Waterfall . Team . Management and Other Fees

. Management Fees and Expenses . Investment Strategy . Capital Calls and Distribution Notices

. Term of Fund . Fiduciary Duty . Disclosure Related to the General Partner

. General Partner Fee Income Offsets . Changes to the Fund . Risk Management

. General Partner Commitment . Responsibilities of the LPAC . Financial Information

. Standard for Multiple Product Firms . LP Information

Source: “Private Equity Principles”, Institutional Limited Partners Association, January 2011

34 MASTER PAGE NO. 88 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ABBOTT

Team Biographies

Managing Directors Thaddeus I. Gray, CFA – Managing Director, Chief Investment Officer Mr. Gray brings 27 years of private equity investing experience to Abbott and oversees the firm’s investment process. He directs the research effort and reviews investment opportunities, with specific emphasis on analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Gray also serves on several partnership advisory boards. Prior to joining Abbott in 1989, Mr. Gray was an Assistant Vice President at Commerzbank Capital Markets Corporation and an associate with Credit Commercial de France in Paris in the Corporate Finance Department. Mr. Gray received his B.A. in History from the University of Pennsylvania, his M.B.A. in Finance from New York University and is a CFA® charterholder.

Mary T. Hornby – Managing Director, General Counsel Ms. Hornby, with 20 years of experience in private equity matters, assists the investment team in the review, legal analysis and negotiation of underlying fund investments and directs all legal aspects relating to the formation and maintenance of Abbott’s pooled investment funds. In addition, Ms. Hornby assists in the legal aspects of daily operations, including client relationships and contracts, regulatory compliance and internal corporate structuring matters. Prior to joining Abbott in 2005, Ms. Hornby was Counsel and a member of the Private Equity Group at Testa, Hurwitz & Thibeault, LLP, representing investment advisers, funds of funds, public pension plans and other limited partner investors, as well as general partner groups, in all aspects of private equity fund formation. Ms. Hornby received her B.A., magna cum laude, from Boston College and her J.D. from Boston College Law School. She is a member of the Bar of the Commonwealth of Massachusetts.

Young Lee, CFA – Managing Director Mr. Lee has more than 12 years of private equity experience. He reviews investment opportunities, with specific emphasis on analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Lee also serves on several partnership advisory boards. Prior to joining Abbott in 2007, Mr. Lee was an associate at The Henry J. Kaiser Family Foundation in Menlo Park, sourcing and leading due diligence on prospective private equity and hedge fund investments. Mr. Lee also worked as a product manager in the Online Business Services Division at Silicon Valley Bank and co-founded a company that matched university-based start-ups with angel investors. Mr. Lee received his B.A. in Economics from Stanford University, his M.B.A. from Columbia University and is a CFA® charterholder.

Timothy W. Maloney, CPA – Managing Director Mr. Maloney has more than 16 years of private equity experience. He reviews investment opportunities, with specific emphasis on analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Maloney also serves on several partnership advisory boards. Prior to joining Abbott in 2004, Mr. Maloney was an associate at Frye-Louis Capital Management in Chicago, working on screening and due diligence for venture capital, buyouts and special situations partnerships. Mr. Maloney also worked as a senior analyst at General American Transportation Corporation and at Hewitt Associates as a pension consultant. Mr. Maloney received his B.S. in Accounting from DePaul University, his M.B.A. in Finance from New York University and his C.P.A. from the State of Illinois.

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Team Biographies

Managing Directors Lauren M. Massey, CPA – Managing Director, Finance & Administration Ms. Massey has more than 25 years of financial services experience. She oversees the firm’s fund investment recordkeeping activities, separate account reporting and the calculation of various performance analytics. Prior to joining Abbott in 1995, Ms. Massey was an Audit Manager in the Financial Services Division of Ernst & Young, where she had an asset management industry focus and was responsible for audit planning and management. Ms. Massey received her B.S. in Accounting from the State University of New York at Binghamton, her M.B.A. in Finance and Marketing from New York University and her C.P.A. from the State of New York.

Leonard C. Pangburn – Managing Director Mr. Pangburn has more than 11 years of private equity experience. He reviews investment opportunities, with specific emphasis on analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Pangburn also serves on several partnership advisory boards. Prior to joining Abbott Capital in 2005, Mr. Pangburn was a supervisor of global operations at International Fund Services in New York, where he managed and reconciled all aspects of the global security database. Mr. Pangburn received his B.S. in Finance from Bentley University and his M.B.A. from New York University.

Paolo Parziale, CPA – Managing Director, Corporate & Fund Accounting Mr. Parziale has more than 17 years of financial services experience. He oversees the financial accounting and administration of all fund of funds products, including the preparation of all fund financial reports and tax filings as well as Abbott’s corporate accounting function. Prior to joining Abbott in 2002, Mr. Parziale was an Audit Senior at Ernst & Young, where he worked on audits of investment management firms and various types of commingled funds. Mr. Parziale received his B.S. in Accounting from St. John’s University, his M.B.A. in Finance from New York University and his C.P.A. from the State of New York.

Meredith L. Rerisi – Managing Director Ms. Rerisi has more than 16 years of private equity investment experience. She reviews investment opportunities, with specific emphasis on analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Ms. Rerisi also serves on several partnership advisory boards. Ms. Rerisi originally joined Abbott in 1998 and returned in the fall of 2002, following receipt of her M.B.A. Prior to joining Abbott, Ms. Rerisi was an equity analyst at American High Growth Equities Corporation. Ms. Rerisi received her B.S. in Applied Economics and Business Management from Cornell University and her M.B.A. from The Fuqua School of Business at Duke University.

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Team Biographies

Managing Directors Jonathan D. Roth – Managing Director, President Mr. Roth has 25 years of private equity investment experience and is responsible for the overall management of the firm. He also works closely with clients to develop and implement private equity investment programs. Mr. Roth reviews investment opportunities, with specific emphasis on the analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Roth also serves on several partnership advisory boards. Prior to joining Abbott in 1992, Mr. Roth was an Associate at Elmrock Partners and a Financial Analyst with Amoco Corporation. Prior to obtaining his M.B.A., he worked for Chemical Bank as a corporate lending officer. Mr. Roth received his A.B. in Economics from Cornell University and his M.B.A. from The Fuqua School of Business at Duke University.

Matthew M. Smith – Managing Director Mr. Smith has more than 16 years of private equity investment experience. Mr. Smith is responsible for reviewing investment opportunities with specific emphasis on analysis and due diligence for prospective investments and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Mr. Smith, as Abbott’s ESG Officer, is responsible for building upon the strong foundation Abbott has set in adopting the UN Principles for Responsible Investment and integrating ESG considerations into Abbott’s investment process. In addition, Mr. Smith oversees the operations of Abbott Capital (Europe), Ltd, Abbott’s subsidiary which is authorized and regulated by the UK Financial Conduct Authority and located in London. Prior to joining Abbott in 2000, he was a financial examiner at the Federal Reserve Bank of New York. He also worked for First Trust Washington and Bank of America as a trust officer.

Kathryn J. Stokel, CFA – Managing Director, Chief Operating Officer Ms. Stokel, with over 30 years of private equity investment experience, is a senior investment professional who also oversees the firm’s internal operations and human resource activities. She reviews investment opportunities, with specific emphasis on analysis and due diligence for prospective investments, and is engaged in the negotiation of business and legal issues, ongoing monitoring of investments and profit realization from distributed securities. Ms. Stokel also serves on several partnership advisory boards. Prior to joining Abbott in 1998, Ms. Stokel was a Portfolio Manager of a $3.5 billion private equity portfolio at General Motors Investment Management Corporation. Ms. Stokel received her B.S. in Mathematics from the University of Michigan, her M.B.A. in Finance from The Wharton School at the University of Pennsylvania and is a CFA® charterholder.

Charles H. van Horne – Managing Director Mr. van Horne has over 31 years of experience in private equity and is responsible for managing the firm’s marketing and client services functions, including communicating with clients about Abbott’s investment practices and providing assistance to clients in the development of their private equity strategies. Prior to joining Abbott in 2001, Mr. van Horne was a founding Managing Director of AIG Capital Partners, Inc., responsible for AIG Capital Partners’ fund development and client services. Mr. van Horne also served on the investment committees for several AIG private equity funds. Prior to joining AIG, Mr. van Horne was Managing Director of Creditanstalt International Advisors, where he established and managed its private equity investment activities. He also worked for Bankers Trust and for UBS Securities, Inc. in various capacities including merchant banking, mergers and acquisitions and project finance. Mr. van Horne received his B.A. in Sociology from the University of Pennsylvania.

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Team Biographies

Investments B. Martha Cassidy – Director Ms. Cassidy has more than 32 years of private equity investment experience. She is primarily focused on the firm’s sourcing, due diligence, and negotiations associated with secondary investments, and participates in investment discussions and decisions for all investments. Prior to joining Abbott in 2013, Ms. Cassidy was a Managing Director at Capital Dynamics, Inc. where she developed and managed the firm’s secondary business. She also worked at Overture Capital Partners, Madison Investment Partners, Chemical Venture Partners, and Bankers Trust and gained operating experience at two private equity backed middle market manufacturing companies. Ms. Cassidy received her B.A. in French and Political Science from Wellesley College cum laude and her M.B.A. in Finance and Marketing from The Wharton School at the University of Pennsylvania.

Jobst Klemme – Director Mr. Klemme has over 17 years of private equity investment experience. Mr. Klemme reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Mr. Klemme manages Abbott Capital (Europe), Ltd, Abbott’s subsidiary which is authorized and regulated by the UK Financial Conduct Authority and located in London. Mr. Klemme worked for Bethmann Bank AG as Director in its Private Equity Solutions group. Prior to working at Bethmann Bank, he worked at Credit Suisse as Vice President, also in its Private Equity Solutions group. Mr. Klemme received his M.B.A from ESCP Europe and his Bachelors of Arts in Business Administration from Georg-August University Goettingen.

Jennie Benza – Vice President Ms. Benza reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Prior to joining Abbott Capital in 2016, Ms. Benza was a Vice President with aPriori Capital Partners. She also worked at DLJ Merchant Banking Partners, Thomas H. Lee Partners, and Merrill Lynch as a member of the M&A group. Ms. Benza received her B.S. in Finance & Accounting from New York University and her M.B.A from the Harvard Business School.

Zohair Tariq – Senior Investment Associate Mr. Tariq reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Prior to joining Abbott Capital in 2016, Mr. Tariq was an Investment Analyst at Raytheon Company where he constructed private equity and private real estate portfolios. Mr. Tariq received his B.S. in Corporate Finance & Accounting from Bentley University.

Jonathan Tubiana – Senior Investment Associate Mr. Tubiana reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Prior to joining Abbott Capital in 2009, Mr. Tubiana was an Associate in the European investment team of Altius Associates where he was involved in European due diligence, portfolio analysis, and research activities. Mr. Tubiana received a Master of Science in Management from Grenoble Ecole de Management (France) and his M.B.A. from New York University.

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Team Biographies

Investments Moritz Turck – Senior Investment Associate Mr. Turck reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Before joining the investment team in 2017, Mr. Turck was a Senior Associate on the Global Investment Team of Pavilion Alternatives, where he was responsible for evaluating and reviewing private equity managers across the EMEA region, and particularly in Western and Northern Europe. Mr. Turck received his M.S. in Accounting and Finance from Kings College London and his B.A. in Management Studies with French from the University of Nottingham.

Brian Susetka – Investment Associate Mr. Susetka reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Before joining the investment team in 2014, Mr. Susetka worked on Abbott’s operations team for three years. Prior to joining Abbott Capital in 2010, Mr. Susetka worked in financial reporting at AllianceBernstein, where he assisted with the creation and development of custom client reports. Mr. Susetka received his B.S. in Business from the Kelley School of Business at Indiana University.

Ryan Doyle – Investment Associate Mr. Doyle reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Before joining the investment team in 2014, Mr. Doyle was an Analyst in the Public and Infrastructure Finance Group of Sumitomo Mitsui Banking Corporation, where he was responsible for underwriting, structuring and advising the placement of infrastructure project and municipal debt in the United States and Canada. Mr. Doyle received his B.A. in Financial Economics from Columbia University.

Dan Brown – Investment Analyst Mr. Brown reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Before joining the investment team in 2016, Mr. Brown worked on Abbott’s operations team for two years. Prior to joining Abbott Capital in 2014, Mr. Brown worked at Axelrod Energy Projects LLC. Mr. Brown received his B.B.A. in Finance from Baruch College.

Dillon P. Schriver – Investment Analyst Mr. Schriver reviews investment opportunities with specific emphasis on analysis and due diligence for prospective investments. Before joining the investment team in 2016, Mr. Schriver received his B.A. in Mathematics and East Asian Language and Culture from University of Pennsylvania and his Master of Management Studies from the Fuqua School of Business at Duke University.

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Team Biographies

Client Relations Daniel Kettner – Vice President Mr. Kettner assists in all marketing, client services and business development activities. Prior to joining Abbott Capital in 2015, Mr. Kettner was a Vice President at Neuberger Berman, focusing on relationship management with investment consultants. Mr. Kettner previously was a member of the sales team at Aviva Investors North America, and worked at Credit Suisse Asset Management in various capacities. Mr. Kettner received his B.A. in English Literature from Hamilton College and his M.B.A. in Finance from New York University.

Sean P. Long – Vice President Mr. Long assists in all marketing and client services-related activities. Prior to joining Abbott Capital in 2017, Mr. Long was a Senior Vice President at EnTrustPermal (formerly of The Permal Group), responsible for managing global relationships with both current and prospective investors, distributors, and large institutions. Mr. Long received his B.A. in English from the University of San Diego.

John Thomas – Vice President Mr. Thomas assists in all marketing, client services and business development activities. Prior to joining Abbott Capital in 2014, Mr. Thomas was as an investment advisor to families and institutions at Papamarkou Wellner Asset Management in New York and at Barclays Wealth in London. Mr. Thomas received his B.S.c. in Chemistry from Hobart and William Smith Colleges and his M.B.A. from London Business School.

Compliance

Karen Hager – Chief Compliance Officer Ms. Hager has more than 23 years of compliance experience and is responsible for Abbott’s compliance programs. Prior to joining Abbott in 2014, Ms. Hager worked as Director of Global Compliance and Chief Compliance Officer at The Permal Group and as Director of Compliance at Dominick & Dominick Advisors LLC. Previously, Ms. Hager was a Senior Securities Compliance Examiner/Staff Accountant of the US Securities and Exchange Commission. Ms. Hager received her B.S. in Accounting from Brooklyn College of the City University of New York.

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Important Information

Past performance is not a guide to future results and is not indicative of expected realized returns. This presentation contains confidential and proprietary information regarding Abbott Capital Management, LLC (“Abbott”), its affiliates and investment program, funds sponsored by Abbott (the “Abbott Funds”) and Abbott’s managed account clients (collectively “Abbott Clients”) as well as underlying portfolio funds held by the Abbott Clients’ and portfolio companies held by these funds. This presentation and the information contained in this presentation may not be reproduced or distributed to persons other than the recipient or its advisors, to the extent they are bound by a duty of confidentiality. The views expressed and information provided are as of the date listed on the cover of this presentation unless otherwise indicated on a particular page or chart and are subject to change, update, revision, verification and amendment, materially or otherwise, without notice, as market or other conditions change. Since these conditions can change frequently, there can be no assurance that the terms and trends described herein will continue or that any forecasts are accurate. In addition, certain of the statements contained in this presentation may be statements of future expectations and other forward-looking statements that are based on Abbott's current views and assumptions and involve known and unknown risks and uncertainties (including those discussed below and in Abbott’s Form ADV, Part 2a., available on the SEC’s website at www.adviserinfo.sec.gov ) that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. These statements may be forward- looking by reason of context or identified by words such as “may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential or continue” and other similar expressions. Neither Abbott, its affiliates, nor any of Abbott’s or its affiliates' respective advisers, members, directors, officers, partners, agents, representatives or employees or any other person (collectively “Abbott Entities”) is under any obligation to update or keep current the information contained in this document. Performance Information: Where Abbott performance returns have been included in this presentation, Abbott has included herein important information relating to the calculation of these returns as well as other pertinent performance related definitions. References to market or composite indices, benchmarks or other measures of relative market performance over a specified period of time are provided for your information only and do not imply that an Abbott Client will achieve returns, volatility or results similar to the index, or that these are appropriate benchmarks to be used for comparison for a private equity investment. The market volatility, liquidity and other characteristics of private equity investments are materially different from publicly‐traded securities. In addition, the composite of the index may not reflect the manner in which the Abbott Client portfolio is constructed in relation to expected or achieved returns, portfolio guidelines, restrictions, sectors, correlations or volatility, all of which are subject to change over time. The index returns will generally reflect the reinvestment of dividends, if any, but do not reflect the deduction of any fees or expenses which would reduce returns. An investor cannot invest directly in an index. All investments are subject to risk, including the loss of the principal amount invested. Private equity related risks include, among others: those associated with leverage, illiquidity and restrictions on transferability and resale of the investment and the speculative nature of private equity investments in general. Fund of fund risks include dependence on the performance of underlying managers, Abbott’s ability to allocate assets incurred at the Abbott Client and underlying portfolio fund levels. Exchange rate fluctuations may affect returns. Diversification will not guarantee profitability or protection against loss. There is no assurance that an Abbott Client's objective will be attained. Performance may be volatile and the value of an investment(s) may fluctuate. Please refer to Abbott’s Form ADV, Part 2a for additional risk disclosures. This presentation is for informational purposes only and is not an offer or a solicitation to subscribe for any fund and does not constitute investment, legal, regulatory, business, tax, financial, accounting or other advice or a recommendation regarding any securities of Abbott, of any fund or vehicle managed by Abbott, or of any other issuer of securities. Interests in the Abbott Funds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, any U.S. State securities laws or the laws of any non‐US Jurisdiction. None of the Abbott Funds are registered as an Investment Company under the U.S. Investment Company Act of 1940, as amended nor is it expected that they will be in the future. Interests in the Abbott Funds have not been approved or disapproved by The U.S. Securities and Exchange Commission or by any securities regulatory authority of any U.S. State or non‐U.S. jurisdiction and neither the SEC nor any such authority has passed upon the accuracy or adequacy of this communication or the merits of Abbott or any Abbott Fund, nor is it intended that the SEC or any such authority will do so. Investment in the Abbott Funds may not be suitable for all investors; investors should carefully consider risks and other information and consult their professional advisers regarding suitability, legal, tax and economic consequences of an investment. This presentation contains information from third party sources which Abbott has not verified. No representation or warranty, express or implied, is given by or on behalf of Abbott Entities as to the accuracy, fairness, correctness or completeness of the information or opinions contained in this presentation and no liability whatsoever (in negligence or otherwise) is accepted by Abbott Entities for any loss howsoever arising, directly or indirectly, from any use of this presentation or its contents, or otherwise arising in connection therewith. Abbott may have arrangements with certain or prospective investors pursuant to which those investors receive additional portfolio information. To UK Investors: If communicated by Abbott Capital (Europe), Ltd, this presentation may be distributed to, or directed at, only the following persons: (i) persons who are “investment professionals” as defined in article 14(5) of the FSMA 2000 (Promotions of Collective Investment Schemes)(Exemptions) Order 2001 (the “PCISE Order”); (ii) persons who are high net worth companies, unincorporated associations, partnerships or trusts falling within any of the categories of persons described in article 22 of the PCISE Order; and (iii) any other person to whom it may otherwise lawfully be made in accordance with the PCISE Order or rule 4.12.4 of the Conduct of Business Sourcebook of the FCA Handbook (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons must not act on or rely on this presentation or any of its contents. Any investment or investment activity to which this presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Recipients must not distribute, publish, reproduce or disclose this material, in whole or in part, to any other person. Abbott Capital (Europe), Ltd, is authorized and regulated by the UK Financial Conduct Authority. If communicated by Abbott Capital Management, LLC, this presentation may be distributed to, or directed at, only the following persons: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FP Order”), (ii) high-net-worth entities falling within Article 49(2) of the FP Order, and (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “FPO Relevant Persons”). Persons who are not FPO Relevant Persons must not act on or rely on this presentation or any of its contents. Any investment or investment activity to which this presentation relates is available only to FPO Relevant Persons and will be engaged in only with FPO Relevant Persons. Recipients must not distribute, publish, reproduce or disclose this presentation, in whole or in part, to any other person. Copyright© Abbott Capital Management, LLC 2017. All rights reserved. This presentation is proprietary and may not to be reproduced, transferred or distributed in any form without prior written permission from Abbott. It is delivered on an “as is” basis without warranty or liability. All individual charts, graphs and other elements contained within the information are also copyrighted works and may be owned by a party other than Abbott. By accepting the information, you agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the information.

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Definitions: Performance Calculations

Abbott Performance Returns: Calculation Methodology Returns are calculated using the (1) Latest Valuation of the underlying portfolio fund investments at the Report Date and (2) net monthly cash flows between the accounts included in the composite and the underlying portfolio funds. Net of Fee IRRs: IRRs are net of all fees, expenses and carried interest charged by the underlying portfolio funds and are shown net of Abbott’s management fees and carried interest (if any) paid but not net of any carried interest allocated to Abbott but not yet distributed, account level expenses and adjustments resulting from the gains and losses realized upon the sale of distributed stock. Actual returns to an individual investor in an Abbott Fund would be further reduced for such account level expenses and include an adjustment for gains/losses from the sale of distributed stock. Results portrayed may also reflect the reinvestment of realized proceeds and other earnings by the underlying portfolio funds, to the extent applicable. Gross of Fee IRRs: IRRs are net of all fees, expenses and carried interest charged by the underlying portfolio funds but are not net of Abbott’s management fees, carried interest (if any) paid, account level expenses and adjustments resulting from the gains and losses realized upon the sale of distributed stock. Actual returns to an individual investor in an Abbott Fund would be reduced for such fees and account level expenses and include an adjustment for gains/losses from the sale of distributed stock. Results portrayed may also reflect the reinvestment of realized proceeds and other earnings by the underlying portfolio funds, to the extent applicable. Abbott Pooled Horizon Performance – Annualized IRR Composite Inclusion Criteria: IRRs include all underlying portfolio fund investments including those purchased on the secondary market (Vintage Years from Inception through the Report Date) made by Abbott on behalf of discretionary clients managed as of the Report Date or through liquidation. Abbott Pooled Performance by Vintage Year Annualized IRR Composite Inclusion Criteria: IRRs include all underlying portfolio fund investments (Vintage Years from Inception through the year-end stated in the report) made by Abbott on behalf of discretionary clients managed as of the Report Date or through liquidation, excluding underlying portfolio fund investments purchased through the secondary market as they cannot meaningfully be compared based on vintage year and co-investments. Fees and Expenses: Certain of the performance results included herein do not reflect the deduction of Abbott’s investment management fees, carried interest or account level expenses. Actual returns to an individual investor in an Abbott Fundwould be reduced by such fees and expenses.

In order to calculate an effective fee rate to show the impact of management fees on returns, Abbott applied the highest commitment based management fee schedule charged to an account included in Abbott’s annualized 10-year performance returns, and the management fee phase-in and phase-out schedule applicable to Abbott fund investors investing in the Abbott Annual Program Fund currently raising capital. This resulted in an effective annualized fee rate of 0.72% (0.18% payable quarterly) over a 15 year period. Treating all underlying portfolio funds with the same Vintage Year as a standalone fund, Abbott applies this effective annualized fee rate to Total Commitments for the first 15 years of the vintage year fund in order to determine the average impact of fees on a return over the stated period. Definitions TVPI /DPI: TVPI represents Total Value divided by Amount Paid-in. DPI represents Total Distributions divided by Amount Paid-in. Total Value equals Total Distributions plus Latest Valuation. TVPI and DPI are net of all fees, expenses and carried interest charged by the underlying portfolio funds, but unless otherwise noted are not net of the following: (1) Abbott’s management fees; (2) carried interest paid or allocated, if any; (3) adjustments resulting from the gains and losses realized upon the sale of distributed stock by Abbott; and (4) other account related expenses, if any. TVPI and DPI for any underlying portfolio fund may differ materially from the ratios stated herein to the extent Total Distributions and Amount Paid-in had not been adjusted for recallable capital. Amount Paid-in: Cumulative Amount Paid-in (as of the Report Date) to underlying portfolio funds including amount paid-in as a result of interest charges, management fees or expenses payable in addition to the total committed, less any temporary returns of capital distributed by any of the underlying portfolio funds. Amount Paid-in may reflect adjustments for individual distributions of recallable capital to the extent such distributions were expressly identified as recallable by the managing entity of the underlying portfolio fund. With respect to underlying portfolio funds purchased through the secondary market, Amount Paid-in includes the purchase price of the secondary interest plus capital paid in subsequent to the purchase date. Vintage Year: Represents the year in which the underlying portfolio fund made its initial capital call. ‘NA’ entered for project-related investments that consist of funds of various vintage years. Pooled Horizon IRR by Strategy (Actuals) – Secondaries Composite Inclusion Criteria: IRRs include all secondary interests (purchased since Inception through the Report Date) made by Abbott on behalf of discretionary accounts managed as of the Report Date or through liquidation. Fees and Expenses: Net IRR is shown net of a pro-forma management fee paid to Abbott. Pro-forma management fees assume a rate equal to 1% per annum, paid quarterly, of the aggregate amounts committed to the secondary investments included in the composite. For the purpose of calculating this fee, the amount committed to an investment is included at the time of purchase and removed when the investment is sold or liquidated. With respect to carried interest, for the purposes of calculating these returns, Abbott is assuming that there is no contractual obligation to pay carried interest to Abbott. This would likely not be the case for an actual client account and as such the application of a carried interest would further reduce returns. Actual fees charged to a client may differ from the schedule used in this pro-forma calculation. Application of a client’s actual fee schedule would likely result in performance returns higher or lower than those shown, depending on the period.

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Definitions: Performance Calculations

Not all definitions included on this page may appear in the presentation. Performance Specific Disclosures Past performance is not a guide to future results and is not indicative of expected realized returns. The expenses, management fees and carried interest paid by a discretionary separate account client or by investors in one Abbott Fund with respect to their underlying portfolio investments may be higher or lower than those paid by an investor in another Abbott Fund or discretionary separate account with respect to its investments. In addition, management fees and carried interest received or anticipated by Abbott and/or its affiliates from a discretionary separate account client or by investors in one Abbott Fund may be higher or lower than those Abbott and/or its affiliates actually receive from a discretionary separate account client or investors in another Abbott Fund.

Unrealized investments may not be realized at the values used when calculating returns as the valuations of unrealized investments depend upon assumptions that may be reasonable under the circumstances at the time made, while actual realized returns on unrealized investments will depend upon, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions used for the valuations incorporated herein. Accordingly, actual realized returns on unrealized investments may be higher or lower than the returns included in this presentation.

Pooled performance data is unaudited and does not represent the actual return of any Abbott fund, account or portfolio.

Interim performance data regarding an underling portfolio fund or client account (in particular in relation to unrealized investments) may not accurately reflect the current or expected future performance of the underlying portfolio fund or account or the fair value of the interest of any Abbott discretionary client. Such performance data should not be used to compare returns among multiple private equity funds due to, among other factors, differences in vintage year, investment strategy, investment size, etc., and has not been calculated, reviewed, verified or in any way sanctioned or approved by the general partner or the advisor of the underlying portfolio fund or any of their affiliates.

There can be no assurance that any Abbott Fund or discretionary separate account client, its underlying portfolio fund investments and portfolio companies held by these funds or the private and public equity and debt markets in general, will perform, or continue to perform, similarly to prior periods, funds, investments, or accounts. It should not be assumed that any fund organized, or investment made, in the future will ultimately be profitable or will equal the performance of the funds, investments, or accounts listed in this presentation. Market Indices Standard indices do not represent benchmarks but are listed to show the general trends in the markets covered by those indices. An investor cannot invest directly in an index. Index performance does not reflect fees and expenses. The market volatility, liquidity, and other characteristics of private equity investments may be materially different from publicly‐traded securities. Returns are provided for information purposes only and not as a benchmark or comparison for private equity investments.

S&P 500: Annualized time-weighted total returns of the S&P 500 (represents the 500 most widely-held large cap US stocks on the NYSE or NASDAQ) includes the reinvestment of dividends and income. MSCI World: Annualized time‐weighted total returns of the MSCI World (represents large and mid cap equity performance across 23 developed markets countries) are based on values provided by MSCI and include the reinvestment of dividends and income. MSCI World Ex-USA Standard: The same as MSCI World, but excluding the United States. NASDAQ Composite: Annualized time-weighted total returns of the NASDAQ Composite (a broad, market cap-weighted index which includes a large percentage of finance, health care, technology, and consumer services businesses) are based on values provided by NASDAQ and include the reinvestment of dividends. Russell 3000: Annualized time-weighted total returns of the Russell 3000 (a broad-based, market cap-weighted index of 3,000 U.S.-traded stocks) are based on values provided by Russell Investment Group and include the reinvestment of dividends. Cambridge Secondary Funds Index: End-to-End returns, provided by Cambridge Associates. The index is a horizon calculation based on data compiled from 206 secondary-focused funds (excluding hard assets funds), including fully liquidated partnerships, formed between 1991 and 2016. Cambridge Associates return data is provided for informational purposes only, is based on only a limited number of private equity funds when compared to the entire private equity industry, and may not reflect a consistent benchmark or basis for comparison for private equity investments. Data sourced from Cambridge Associates is continually updated and subject to change. Cambridge Associates uses the end-to-end or horizon internal rate of return calculation to calculate the official quarterly, annual, and multi-year index figures. The horizon IRR performance calculation is a money-weighted return similar to the since inception IRR; however, it is measuring performance between two points in time. The calculation incorporates the beginning NAV (if any, treated as an inflow), interim cash flows and the ending NAV (if any, treated as an outflow). All interim cash flows are recorded on the mid-period date of the quarter. In order for a fund to be included in a horizon IRR calculation, the fund must have at least one quarterly contribution, distribution or NAV during the time frame being measured. Similar to the since inception IRR, the horizon IRR is annualized for time frames greater than one year.

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Ventura County Employees' Retirement Association

MAY 2017

MASTER PAGE NO. 98 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Table of contents

I. HarbourVest Overview

II. Proposed Solution for VCERA

III. Support Services for VCERA

IV. Summary

Appendix

This document has been prepared for Ventura County Employees' Retirement Association (May 2017). It has been prepared on the basis that you are an investment professional, is for the sole use of your organization, and should not be shared with any other parties.

These materials do not constitute an offer to sell or the solicitation of an offer to buy interests in any Fund (the “Fund”) or any other investment sponsored by HarbourVest Partners L.P. or its affiliates. Any offering of interests in any Fund will be made solely pursuant to the Private Placement Memorandum of the Fund and subscriptions will be accepted solely pursuant to definitive documentation. Offers and sales of interests in the Fund will not be registered under the laws of any jurisdiction and will be made solely to “qualified purchasers” as defined in the U.S. Investment Company Act of 1940, as amended. These materials are highly confidential and must be read in conjunction with the Private Placement Memorandum of the Fund. These materials do not purport to contain all the information relevant to evaluating an investment in the Fund. For additional legal and regulatory information please refer to important legal disclosures (http://www.harbourvest.com/important-legal-disclosures). See final pages for additional notes.

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MASTER PAGE NO. 99 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

HARBOURVEST OVERVIEW

John Toomey Managing Director

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MASTER PAGE NO. 100 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

HarbourVest overview

Established Firm > Team formed in 1982 > More than $50 billion committed to investments over three decades > Registered investment adviser with the US Securities and Exchange Commission* > AIFMD-compliant investment products for European investors* > Independent, employee-owned

Experience, Stability & > Deep team of 400+ employees with more than 100 investment professionals Continuity > 41 managing directors with an average firm tenure of 13 years > Local teams in Beijing, Bogotá, Boston, Hong Kong, London, Seoul, Tel Aviv, Tokyo and Toronto

Focus on Private Markets > Global expertise across primary partnerships, secondary investments and direct co-investments provide clients with market perspectives and actionable insights > Comprehensive and specialized programs

Proven Track Record > One of the longest track records in the industry > Demonstrated performance across all strategies > Consistent approach to portfolio construction

Superior Client Service > Distinguished global investor base > Responsive to client needs > Broad infrastructure – accounting, treasury, tax, compliance/regulatory, trading, investor relations

Strong Risk Controls > SOC 1 reports on controls available to clients and their auditors

* This does not indicate approval or endorsement of HarbourVest by the US SEC or UK FCA

CONFIDENTIAL 4

MASTER PAGE NO. 101 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

HarbourVest – Global private markets platform

One of the longest established firms in the industry

EMEA First investment 1984 Toronto London $18.9 billion committed Boston North America Beijing Seoul Tel Aviv Tokyo First investment 1982 $33.0 billion committed Hong Kong

Bogotá Asia Pacific First investment 1984 Latin America $5.3 billion committed First investment 1994 $0.7 billion committed

Expertise across capital structure (equity and debt) and investment types PRIMARY SECONDARY DIRECT CO-INVEST $34.4 billion committed $16.9 billion committed $6.6 billion committed As of December 31, 2016. Based on primary, secondary, and direct commitments made by HarbourVest Indicates HarbourVest team location

CONFIDENTIAL 5

MASTER PAGE NO. 102 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Comprehensive, industry-leading team

Executive Management Investment Committee Allocation Committee Committee John Toomey Kathleen Bacon Brett Gordon 1997 1994 1998

Peter Wilson Gregory Stento Ian Lane 1996 1998 2003

John Toomey Julie Ocko 1997 2001

Robert Wadsworth 1986 > 100+ Professionals > Shared insight from deep and broad investment team > Decades of institutional private markets knowledge > 50+ Professionals > Resources across regions > Service-oriented and sectors > Locally accessible Focused > Long-standing general > Timely and informative partner relationships communications on > Value added insight Clients > 175+ Professionals focused on client needs > Experienced and credentialed team > Controls, policies, and procedures for each division

CONFIDENTIAL 6

MASTER PAGE NO. 103 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Transparent allocation approach

Approach designed to provide desired allocation to all clients

> Monitor market capacity and manage an amount of capital that we can invest prudently > Global Investment Committee approves all opportunities and allocations > Allocation Committee ensures a fair and equitable approach – Made up of 3 managing directors – CCO participates as a non-voting, adjunct member and advisor – Recommends as needed to Investment Committee > Process documented and included for testing in 2016 SOC 1 annual report > Allocation decisions shared at advisory boards and with separately managed accounts

Investment Committee Allocation Committee SOC 1 Testing

Assess fit with each Each participating Consider opportunity program’s objectives and program receives full for all programs strategy allocation

If limited capacity, allocate fairly across programs, generally in a pro-rata manner

CONFIDENTIAL 7

MASTER PAGE NO. 104 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST Trusted partner to public pension plans and separate account clients

Public pension plans > Managing $8.4B of assets from more than 70 US public pension plans > Member of prominent public pension organizations

Separate accounts > First separate account established in 1984 > Relationships with separate account clients extend over 20+ years* > Separate account philosophy driven by capacity analysis results in selectivity not volume of relationships

As of December 31, 2016 * Relationships include commitments to HarbourVest through both separate accounts and commingled funds

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MASTER PAGE NO. 105 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

VCERA – HarbourVest partnership since 2013

$ in millions

Committed Contributed Cumulative Net LP IRR Funds NAV Date Year NAV Total Value TV/C Capital Capital Distributions Since Inception Dover VIII 9/30/16 2011 $ 67.5 55.7 26.7 49.5 76.2 1.4x 25.9% Dover IX 9/30/16 2015 $ 60.0 0.0 0.0 0.2 0.2 NA NA Total: $ 127.5 55.7 26.7 49.7 76.4 1.4x 26.1%

Performance Highlights 30% 26.1% > VCERA is an important partner 25% – Appointed to Advisory Committee 20% > As a separate account partner, VCERA would receive significant attention and service from 15% our dedicated account team 10% 6.9% 5% 2.2% 0% MSCI AC World S&P 500 VCERA Net IRR

As of September 30, 2016. Public market comparison represents performance if the respective index had been purchased and sold at the time of the limited partners’ capital calls and distributions, with the remainder held at the date noted. Dividends are not reinvested. Using this methodology, the capital calls for the purchase of the public market index are the same as the capital calls for the HarbourVest fund. The distributions for the sales of the public market index are scaled to represent the same proportion of the fund’s NAV at the time of the distribution. (For example, if the fund distributes 5% of NAV, then 5% of the index NAV is distributed.) The securities comprising the public market benchmarks have substantially different characteristics than the investments held by the HarbourVest funds, and accordingly a direct comparison may not be meaningful. Net L.P. IRR are the returns to Ventura County Employees’ Retirement Association (“Ventura County”) after all fees, operating expenses, and carried interest, and is calculated using daily cash flows to and from Ventura County. In this calculation, the final cash flow is the fair market value of Ventura County’s capital account at the applicable date as determined by the general partner of the respective HarbourVest fund in accordance with the valuation policy.

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MASTER PAGE NO. 106 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

PROPOSED SOLUTION FOR VCERA

Greg Stento Brett Gordon Managing Director Managing Director

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MASTER PAGE NO. 107 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Overview of current market

Low growth global Broad availability macro environment of debt

Strong private GLOBAL MARKET Continued growth CONDITIONS market liquidity across Asian and distributions markets

Full public market Rising nationalism valuations and geopolitical risk

Navigating the current environment requires a seasoned, skilled partner

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MASTER PAGE NO. 108 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Themes expected to drive value over the next market cycle

Investment opportunities throughout the world

Consolidation & Innovation-Driven Emerging Markets

VALUE Operational Enhancement Growth Consumer Growth GROWTH

Opportunity Opportunity Opportunity

> Increased operational > Disruptive technologies and > Growing middle class fueling improvement activity in services driving growth consumption shift low growth environment > Emphasis on leading > Sector focus: consumer, > Fragmented sectors ripe companies in niche healthcare, financial services, for consolidation sub-sectors education

CONFIDENTIAL 12

MASTER PAGE NO. 109 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Key considerations

Factors that influenced our recommendation for VCERA

1. Information on VCERA’s existing portfolio available in public domain 2. Insight from VCERA’s RFP and our existing relationship 3. Quantitative investment risk analysis – Monte Carlo simulations utilizing one of the most robust and proprietary data sets available 4. Market environment and investment opportunity over the next 3 - 4 years 5. More than 30 years working with public pensions and shaping their private market portfolios

CONFIDENTIAL 13

MASTER PAGE NO. 110 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Proposal for VCERA

Objective > Develop and implement a customized global private equity program for Ventura County Employees’ Retirement Association by working closely with Staff, Board, and NEPC > Construct a portfolio to provide optimal returns with an appropriate amount of risk and downside protection > Unify VCERA’s private equity exposures, using a holistic approach to global private markets > Provide a turnkey operational solution and address FOIA considerations Mandate size > $405 million - $135 million committed per year for three years

Recommended Portfolio Construction for New Commitments

Strategy Geography Stage Co-Invest Asia/ROW up to 20% 0%-10% Growth Equity/ Venture 25-35% Secondary Europe up to 10% 25%-30% US Primary 65-75% Buyout up to 70% 65-75%

> Including implementation of recommendation and based upon estimates of the existing portfolio*, strategy weighting would be approximately 60% primaries, 30% secondaries, 10% co-investments > Final recommendation would be adjusted based upon detailed review of existing portfolio, pacing analysis, and review of strategic objectives with VCERA and NEPC

* Estimates of existing portfolio based on information publically available. The ultimate allocation will differ based upon market conditions and available investment opportunities over the life of the Fund / account. Additionally, these are not prescriptive guidelines. The investment guidelines of the Fund are contained in the resulting Fund / account governing documents.

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HarbourVest primary capabilities

Proven Strategy

Primary Build an appropriately diversified portfolio up to 70% over time that drives outperformance while providing downside protection

Access to highly sought-after managers

Rigorous due diligence and selection process

Uniquely Qualified Team Deep Access Proactive, comprehensive 35 years of primary investing market coverage 41 global primary investment 350+ new fund evaluations annually professionals positioned locally in the markets in which we invest 74% advisory board coverage*

Deep experience across macro 89% of funds invested in were and private market cycles oversubscribed*

As of December 31, 2016 * Based on all Primary commitments made by HarbourVest funds and accounts over the most recent 4 year period (2013 to 2016) as of April 2017.

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HarbourVest co-investment capabilities

Co-Invest up to 20% Seasoned Execution Originate, diligence, and select direct co-investments with the potential to add alpha to PE programs

Build a deep pipeline of opportunities through relationships with 500+ firms

Capitalize on global team’s presence at annual meetings, advisory board meetings, and proactive sourcing efforts

Experienced and Evaluate Opportunities Using Cohesive Team Proprietary Resources Quickly prioritize opportunities and 35 years of co-investing be responsive to GPs

Long-tenured team of Conduct independent due diligence 28 investment professionals and analyze fit with lead GP

14 senior team members Utilize in-house database containing 30 with average firm tenure of 11 years years of transaction data

As of April 2017

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HarbourVest secondary capabilities

Differentiated Secondary Approach up to 10% Focus on less efficient segments of the market Build diversified portfolios that drive earlier returns and cash flows within a PE program Make investments with j-curve mitigation and outperformance potential

Experienced Team HarbourVest Platform Over 500 managers, 1,000 partnerships, 31 years of secondary investing and 550 advisory board seats Over 400 transactions Exposure to more than 7,900 underlying companies 34 secondary professionals 100+ investment professionals 22 senior professionals with average tenure of 10 years 9 offices

As of December 31, 2016

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MASTER PAGE NO. 114 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

SUPPORT SERVICES FOR VCERA

Brett Gordon Mary Traer Managing Director Managing Director

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MASTER PAGE NO. 115 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

VCERA account team

Greg Stento Brett Gordon Managing Director Managing Director Chair of Global Head of Solutions Investment Committee Allocation Committee Primary Investments member Boston Secondary Investments Boston > 19 years with HarbourVest > 19 years with HarbourVest > 34 years in the industry Clear point of contact to access entire > 20 years in the industry > Focuses on global partnership HarbourVest platform > Focuses on both traditional and investments complex transactions involving the purchase of US and non-US investments Portfolio and Account Management

Ian Lane Mary Traer Mark Radville Eric Simas Managing Director Managing Director Principal Vice President Co-Investments Chief Administrative Client Relations Primary Boston Officer Los Angeles Investments Boston Boston > 14 years with HarbourVest > 20 years with HarbourVest > 1 year with HarbourVest > 4 years with HarbourVest > 16 years in the industry > 27 years in industry > 28 years in the industry > 7 years in the industry > Focuses on direct investments > Focuses on coordination and > Focuses on coordinating, > Focuses on US partnership in venture, buyout, and administration of the Firm’s monitoring, and enhancing investments mezzanine transactions global operations relationships with new and > Returned to HarbourVest in existing investors and 2016 after business school consultants

Operational Support

> Accounting > Treasury > Portfolio Analytics > Tax > Legal and Regulatory Compliance > IT

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Strategic planning framework tailored to VCERA

Objectives and Approach > Legacy portfolio reviewed > Risk sensitivity assessment > Macro trend review > Strategic allocations set Long-term performance, diversification and pacing > Investment guidelines and pacing Strategic formed in consultation with NEPC, Assessment goals defined VCERA Staff and Board > Service level needs established > Structure defined

> Annual tactical plans reviewed Program development and > Manager selection Implementation portfolio construction > Pipeline reviews > Market outlooks completed

> Program reviews > Portfolio analysis Active monitoring, > Performance monitoring Oversight management and > Benchmarking refinement of program > Risk management > Reporting customization > Development tracking to plan > Market trend monitoring > Knowledge transfer programs Achieve short and long-term strategy and performance goals

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Experienced operations team

> Over 175 professionals > Senior teams across disciplines average 20+ years of experience

Chief Financial Chief General Chief Data Chief Officer Administrative Counsel Officer Technology Officer Officer Karin Lagerlund Paula Drake Julie Eiermann Mary Traer Tricia Mackechnie Accounting Treasury Trading Structuring, Tax Legal & Portfolio Business IT and Operational Regulatory Analytics Intelligence/ Coordination Compliance Analytics

60 17 1 20 7 34 9 28 Professionals Professionals Professional Professionals Professionals Professionals Professionals Professionals

> Review and > Manage bank > Receive and > Global tax > Global regulatory > Primary > Identify > Infrastructure summarize and custody manage stock compliance and compliance operations point business quarterly relationships distributions planning for the of contact for solutions > Application investment firm, funds, > Internal legal GPs development > Daily cash > Public stock advice > Application reports accounts, and > Quality assurance management monitoring and portfolio > Track all roadmaps > Investment liquidation > Corporate investments, > Foreign investments governance > Requirement > Data backup and valuation cash flows, recovery currency > Oversee > Annual tax performance, gathering > Monitor management brokerage > Fund formation reporting to and underlying > Functional > Information protection compliance with relationships investors > Structuring company detail US GAAP > Manage credit requirements lines > Execute separate accounts > Structuring for and custom > Portfolio > Data > Annual audits liquidation products, performance > Call capital from strategies for solutions governance / > Annual SOC 1 investors customized client management direct public solutions and > AML/KYC > Benchmarking > Determine fund > All incoming and holdings investments and analytics > Training distributions outgoing wire > Custom transfer activity > Data / business > Reconcile cash reporting analytics flows and performance > Custom reporting

As of April 2017

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MASTER PAGE NO. 118 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST HarbourVest’s Portfolio Services Legacy and new investments

Portfolio GP Capital Quarterly Performance Distributions Monitoring and Relationships Calls Valuations analysis Reporting > Access GP portals > Receipt and review of > Receipt and review of > Obtain and review > Track investment and > Investment and capital call notices distribution notices reports and financial company level data company level statements diversification > Provide contact > Capture details in > Capture details in > Follow-up for missing > Reconcile all cash flow > Quarterly portfolio information and investment reporting investment reporting statements as needed activity and updates and ad hoc update as needed system system gains/losses activity reporting > Maintain list of > Verify call against > Determine if deemed > Track auditor and > Capture company > Performance relevant GP unfunded amount call / distribution or auditor "quality" investments in measurement including contacts recallable distribution investment reporting IRRs and multiples system > Maintain list of > Document uses of > Document source of > Review audit opinion > Obtain and review > Largest holdings, relevant GP cash proceeds company metrics manager and company

contacts exposure Comprehensive Monitoring Comprehensive > Liaise with GP for > Ensure valuations are > Capture company > Cash flow trends missing payments or in accordance with fair current and realized discrepancies value standards cost / value

> Monitor manager > Manage cash balances > Manage cash balances > Prepare quarterly > Monitor company news relationships and forward cash flow and forward cash flow reports including filing, IPO planning planning activity and M&A events > Attend annual > Call capital from client > Distributions to client > Prepare financial meetings to fund investments statements

> Represent board > Monitor bank accounts > Receipt and liquidation > Conduct annual audit seats and cash flow of stock distributions

o Management o reconciliation

Consolidated Consolidated > Review > Cash flow > Cash flow > Prepare tax reporting amendment/ reconciliations to reconciliations to and filings

Portfoli extension requests financials financials > Cash flow projections > Cash flow projections > Review and calculate manager management fees

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Separate account management focused on your needs

> Account team will have regular interaction with VCERA’s investment team, decision bodies, and NEPC > Entire platform available to share knowledge and expertise with VCERA > Reporting available online and tailored to VCERA’s requirements and FOIA considerations > Experienced account team for timely estimates, cash flow projections, and other requests > Integrated reporting and monitoring for new separate account and existing legacy investments > Flexible systems able to easily provide historical cash flows or quarterly activity > Thought pieces, webcasts, and knowledge transfer on industry topics and investments

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SUMMARY

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MASTER PAGE NO. 121 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST HarbourVest as VCERA’s partner of choice: Deepening an important partnership

PARTNER FOR THE LONG-TERM

> Employee-owned firm strongly aligned with VCERA’s interests > Continuity and experience yields investment Comprehensive Dedicated Evaluation and access, pattern recognition, and results for investors Reporting Account Team Due Diligence > Transparent, fair and equitable allocation philosophy provides VCERA access to top managers Investment Manager Monitoring Access GLOBAL INVESTMENT EXPERTISE

> 35 years of experience building comprehensive Tailored Market private equity solutions Allocation Insights > Local teams in 9 offices provide unparalleled access to investment opportunities and comprehensive diligence Cash Flow Opportunity Knowledge Modeling Sourcing Transfer TURNKEY SOLUTION

> Deep in-house operational resources with proven commitment to excellence > Dedicated account team and access to entire platform ensures significant level of service

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APPENDIX

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Strong global team PRIMARY PARTNERSHIPS SECONDARY INVESTMENTS DIRECT INVESTMENTS SENIOR MANAGEMENT MANAGING DIRECTOR MANAGING DIRECTOR MANAGING DIRECTOR Brooks Zug, Senior Managing Director George Anson Julie Ocko David Atterbury Mike Pugatch Corentin du Roy Alex Rogers OPERATIONS Kathleen Bacon Senia Rapisarda Tim Flower John Toomey Ian Lane Rob Wadsworth Julie Eiermann, Managing Director, CDO Carolina Espinal Sally Shan Brett Gordon Kevin Warn-Schindel Peter Lipson Kelvin Yap Karin Lagerlund, Managing Director / CFO Ryan Gunther Greg Stento Jeff Keay Peter Wilson PRINCIPAL Tricia Mackechnie, Managing Director, CTO Tatsuya Kubo Michael Taylor PRINCIPAL Ryan Jones David Zug Mark Reale, Managing Director Hemal Mirani Scott Voss Greg Ciesielski Edward Holdsworth Craig MacDonald Mary Traer, Managing Director / CAO John Morris Michael Dean Rajesh Senapati VICE PRESIDENT Monique Austin, SVP, US Counsel PRINCIPAL John Fiato Dustin Willard Cartus Chan Lenny Li Richard Campbell, SVP, Program Office Francisco Arboleda Haide Lui Valérie Handal Matthew Cheng Jacqueline Peradotto Tony Cobuzzi, SVP, Fund Controller Alex Barker Amanda Outerbridge VICE PRESIDENT Joel Hwang Danielle Green, SVP, CCO Till Burges Kanji Takenaka Abuzar Anaswala Justin Lane SENIOR ASSOCIATE Bruce Pixler, SVP, Director of Tax Minjun Chung Chris Walker Dominic Goh Matt Souza Todd DeAngelo Sebastian Lieb Jack Wagner, SVP, Treasurer Shumin Gong Thomas Joly Martin Yung Gokhan Kara Jecca Auchterlonie, VP, Trading Mac Grayson SENIOR ASSOCIATE ASSOCIATE Cory Cook, VP, Fund Controller VICE PRESIDENT Nick Bellisario Alexander Mackinger Megan Beecher Noel Lam Nick du Cros, VP, UK Legal/CO Eric Simas Alex Wolf Kyle Dowd Charles Dequeker Sophia Maizel Kelli Finnegan, VP, Fund Controller ASSOCIATE Stephen Tamburelli Michael Guiness Alex Robins Jason Frigiani, VP, Corporate Controller Julie Catton Ross Shulman Sean Gillespie Junyi Zang SENIOR ASSOCIATE Sofia Gertsberg, VP, Investment Risk Elena Kareclas Frank Schwann Taehyun Yum Dennis Kim Aliza Firestone Goren, VP, Counsel Ye Lin Meiping Yap ASSOCIATE CLIENT RELATIONS Adi Kulkarni, VP, Fund Conrtroller Peter O’Hanlon Eric Zhang Charles Carey Matthew Marotta MANAGING DIRECTOR Kathy O’Brien Manzo, VP, BA/BI Emily Ren Andy Chen Dean Poulos Nate Bishop Olav König Michael Passannante, VP, Asst Treasurer EMERGING AND DIVERSE INVESTMENTS Jamie Kase Michael Karam Angus Walker Sandra Pasquale, VP, Asst Treasurer MANAGING DIRECTOR PRINCIPAL Dawan Koo Craig Fowler Edward Powers Simon Lund Mark Radville Igor Rudfeld, VP, Direct Invest. Controller Chang Liu Matthew HoganBruen Sanjiv Shah Nhora Otalora Ilan Rosen David Rule, VP, Global Infrastructure HVPE Janish Patel Laura Thaxter Dave Stepanis, VP, Portfolio Analytics Richard Hickman, Director of Portfolio Mgmt. Fran Peters SENIOR ADVISORS Bill Macaulay, Director of Finance VICE PRESIDENT / DIRECTOR John Begg Ed Kane Emily Archer Oren Laufer Kevin Delbridge Fred Maynard Joe Gallitano Deirdre Whann Bill Johnston Ofer Nemirovsky SENIOR ASSOCIATE Martha Vorlicek Michelle Ding Jeong Kim ASSOCIATE As of April 2017. Includes employees of HarbourVest Partners, LLC, HarbourVest Partners (U.K.) Limited, Aiko Adachi Judy Chang HarbourVest Partners (Asia) Limited, HarbourVest Partners (Japan) Limited, HarbourVest Partners, LLC Libby Burrus Mike DeCenzo Oficina de Representación, HarbourVest Investment Consulting (Beijing) Company Limited, HarbourVest Partners Korea Ltd and HarbourVest Partners (Israel) Ltd CONFIDENTIAL 27

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Contact information

BEIJING LONDON HarbourVest Investment Consulting HarbourVest Partners (U.K.) Limited (Beijing) Company Limited +44 (0)20 7399 9820 +86 10 5706 8600 SEOUL BOGOTÁ HarbourVest Partners Korea Ltd HarbourVest Partners, LLC +82 2 6410 8020 Oficina de Representación +57 1 552 1400 TEL AVIV HarbourVest Partners (Israel) Ltd BOSTON +972 3 3720123 HarbourVest Partners, LLC +1 617 348 3707 TOKYO HarbourVest Partners (Japan) Limited HONG KONG +81 3 3284 4320 HarbourVest Partners (Asia) Limited +852 2525 2214 TORONTO HarbourVest Partners (Canada) Limited +1 647 484 3022 www.harbourvest.com

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MASTER PAGE NO. 125 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST

Additional information

Includes data (prior to 1998) related to transactions that occurred when the HarbourVest team was affiliated with Hancock Venture Partners, Inc.

In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Fund will achieve comparable results or be able to implement its investment strategy. The foregoing performance information includes realized and unrealized investments. Unrealized investments are valued by the applicable general partner in accordance with the valuation guidelines contained in the applicable partnership agreement. Actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the valuations used in prior performance data contained herein are based. Accordingly, the actual realized returns on these unrealized investments may differ materially from returns indicated herein.

1. DPI (Distributions / Paid-In Capital), TVPI (Total Value / Paid-In Capital) and Net IRR (Internal Rate of Return) through the applicable date are the returns to limited partners after all fees, operating expenses and carried interest. These returns reflect the combined return for all limited partners in a fund and may not reflect an individual limited partner’s actual return. The Net IRR is calculated using daily cash flows to and from limited partners. In this calculation, the final cash flow to limited partners is the fair market value of all limited partners’ capital accounts at the applicable date as determined by the general partner of the respective HarbourVest fund or account in accordance with the valuation policy. The net multiples (DPI and TVPI) are calculated based on the same cash flows.. 2. This information (Distributed / Funded, Total Value / Funded, Gross Portfolio IRR, Gross IRR) is presented on a gross basis and reflects the performance of the investment portfolio, including primary fund investments, secondary investments, and/or direct co-investments. For primary and secondary investments, these returns reflects the fees, expenses, and carried interest of the underlying partnership investments, but do not reflect management fees, carried interest, and other expenses borne by investors in the HarbourVest funds/accounts, which will reduce returns. Gross Portfolio IRR represents the annual return calculated using daily cash flows from the funds managed by HarbourVest to and from the various partnerships or companies in which the HarbourVest funds invested during the period specified. These returns do not represent the performance of any specific fund or the return to limited partners. 3. Portfolio company performance is based on the cost and value of underlying company investments within the primary and secondary portfolios of the HarbourVest funds. These figures do not reflect the fees, expenses, and carried interest of the partnership investments or the HarbourVest funds, which will reduce returns. Performance may be aggregated when a company is held through multiple primary and secondary investments. These returns do not represent the performance of any specific fund or the return to limited partners. 4. Public market comparison represents performance if the respective index had been purchased and sold at the time of the limited partners’ capital calls and distributions, with the remainder held at the date noted. Dividends are not reinvested. Using this methodology, the capital calls for the purchase of the public market index are the same as the capital calls for the HarbourVest fund. The distributions for the sales of the public market index are scaled to represent the same proportion of the fund’s NAV at the time of the distribution. (For example, if the fund distributes 5% of NAV, then 5% of the index NAV is distributed.) The securities comprising the public market benchmarks have substantially different characteristics than the investments held by the HarbourVest funds, and accordingly a direct comparison may not be meaningful. 5. HarbourVest vintage classification is based on year in which capital was first funded to each underlying fund (for primary fund investments) or the year of HarbourVest’s purchase (for secondary investments). 6. These model (hypothetical) portfolios are intended for illustrative purposes only. Performance information for each hypothetical portfolio utilized a Monte Carlo Simulation and are based on the actual cash flows of a proprietary data set that includes partnership investments made by HarbourVest Funds and accounts, along with partnership data from external sources. The capital calls and distribution data is based on historic partnership investment cash flows, but does not represent the actual experience of any investor or any HarbourVest fund. The results of the simulation are impacted by an uneven representation of funds with different vintage years, sizes, mangers, and strategies, and a limited pool of investment cash flow data. The actual pace and timing of cash flows is likely to be different and will be highly dependent on the underlying partnerships’ commitment pace, the types of investments made by the fund(s), market conditions, and terms of any relevant management agreements. The results presented are based entirely on the output from numerous mathematical simulations. The simulations are unconstrained by the fund size, market opportunity, and minimum commitment amount, and do not take into account the practical aspects of raising and managing a fund. The simulated hypothetical portfolio results should be used solely as a guide and should not be relied upon to manage your investments or make investment decisions. Past performance is not a guarantee of future returns, and there can be no assurance that future funds or accounts will achieve comparable results. Investments in private funds involve significant risks, including loss of the entire investment. Notes continued on next page.

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Additional information

The information contained herein is highly confidential and is being provided to you at your request for informational purposes only and is not, and may not be relied on in any manner as, legal, tax or investment advice or as an offer to sell or a solicitation of an offer to buy an interest in any investment sponsored by HarbourVest Partners L.P. or it’s affiliates (the “Fund”). A private offering of interests in the Fund will only be made pursuant to a confidential private placement memorandum (the “Memorandum”) and the Fund’s partnership agreement and subscription documents, which will be furnished to qualified investors on a confidential basis at their request for their consideration in connection with such offering. The information contained herein will be superseded by, and is qualified in its entirety by reference to, the Memorandum, which will contain information about the investment objective, terms and conditions of an investment in the Fund and will also contain tax information and risk disclosures that are important to any investment decision regarding the Fund. No person has been authorized to make any statement concerning the Fund other than as will be set forth in the Memorandum and any such statements, if made, may not be relied upon. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of HarbourVest Partners L.P. (together with its affiliates, “HarbourVest”). Investment in the Fund will involve significant risks, including loss of the entire investment. Before deciding to invest in the Fund, prospective investors should pay particular attention to the risk factors contained in the Memorandum. Prospective investors should make their own investigations and evaluations of the information contained herein. Prior to the closing of a private offering of interests in the Fund, HarbourVest will give investors the opportunity to ask questions and receive additional information concerning the terms and conditions of such offering and other relevant matters. Each prospective investor should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the information contained herein and such offering. Certain information contained herein (including financial information and information relating to investments) has been obtained from published and non-published sources. Such information has not been independently verified by HarbourVest. Except where otherwise indicated herein, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof. In considering any performance data contained herein, you should bear in mind that past performance is not indicative of future results. Certain information contained herein constitutes forward-looking statements, which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. Due to various risks and uncertainties, including those discussed above, actual events or results or actual performance of the Fund may differ materially from those reflected or contemplated in such forward- looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. None of the information contained herein has been filed with the Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed on the merits of the offering of interests in the Fund or the adequacy of the information contained herein. Any representation to the contrary is unlawful.

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MASTER PAGE NO. 127 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Ventura County Employees’ Retirement Association May 1, 2017

Presented by: Jeff Diehl, Kelly Meldrum, CFA and Scott Hazen, CFA

MASTER PAGE NO. 128 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Confidentiality Statement and Other Important Considerations

Adams Street Partners has provided this presentation (the “Presentation”) to the recipient on a confidential and limited basis. This Presentation is not an offer or sale of any security or investment product or investment advice. Offerings are made only pursuant to a private offering memorandum containing important information regarding risk factors, performance and other material aspects of the applicable investment; the information contained herein should not be used or relied upon in connection with the purchase or sale of any security.

Statements in the Presentation are made as of the date of the Presentation unless stated otherwise, and there is no implication that the information contained herein is correct as of any time subsequent to such date. All information with respect to primary and secondary investments of Adams Street Partners funds (the “Funds”) or Adams Street Partners’ managed accounts (collectively, the “Investments”), the Investments’ underlying portfolio companies, Fund portfolio companies, and industry data has been obtained from sources believed to be reliable and current, but accuracy cannot be guaranteed.

The Presentation contains highly confidential information. In accepting the Presentation, each recipient agrees that it will (i) not copy, reproduce or distribute the Presentation, in whole or in part, to any person or party (including any employee of the recipient other than an employee or other representative directly involved in evaluating the Funds) without the prior written consent of Adams Street Partners, (ii) keep permanently confidential all information not already public contained herein, and (iii) use the Presentation solely for the purpose set forth in the first paragraph.

The Presentation is not intended to be relied upon as investment advice. The contents herein are not to be construed as legal, business or tax advice, and each investor should consult its own attorney, business advisor and tax advisor as to legal, business and tax advice.

The internal rate of return (IRR) data and multiples provided in the Presentation are calculated as indicated in the applicable notes to the Presentation, which notes are an important component of the Presentation and the performance information contained herein. IRR performance data may include unrealized portfolio investments; there can be no assurance that such unrealized investments will ultimately achieve a liquidation event at the value assigned by Adams Street Partners or the General Partner of the relevant Investment, as applicable. References to the Investments and their underlying portfolio companies and to the Funds should not be considered a recommendation or solicitation for any such Investment, portfolio company, or Fund.

Past performance is not a guarantee of future results. Projections or forward looking statements contained in the Presentation are only estimates of future results or events that are based upon assumptions made at the time such projections or statements were developed or made. There can be no assurance that the results set forth in the projections or the events predicted will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections or forward looking statements.

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MASTER PAGE NO. 129 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Introduction

Jeff Diehl Kelly Meldrum, CFA Scott Hazen, CFA

Managing Partner & Head of Partner & Head of Primary Partner Investments Investments Education: University of Notre Education: Cornell University, Education: Bentley College, BS Dame, magna cum laude, BBA with distinction, BS Years of Investment/ University of Chicago Booth Harvard University, MBA Operational Experience: 31 School of Business, MBA

Years of Investment/ Years of Investment/ Operational Experience: 22 Operational Experience: 24

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Topics for Discussion

Page

Adams Street Overview 7

VCERA Private Equity Customized Portfolio 13 - Portfolio Construction Process and Proposal VCERA Private Equity Customized Portfolio 22 - Underlying Manager Selection Process

Client Service and Back Office Support 30

Why Adams Street? 34

Appendix 36

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MASTER PAGE NO. 131 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Executive Summary

VCERA Goals and Objectives

■ Identify a high integrity firm with proven experience managing private investment programs and serving as a specialized consultant on private equity

■ Implement a globally diversified PE portfolio that, when combined with its legacy portfolio, will successfully build its PE allocation to 10% of overall VCERA assets

■ Accomplish the above while remaining fully compliant with its statutory disclosure requirements

Adams Street Partners

■ Founded in 1972, the industry’s first PE firm to manage portfolios of primary fund investments, and a pioneer in secondary and co-investments

■ Strong global footprint, demonstrated through differentiated manager access across US, Europe and Asia, and consistent market outperformance

■ Independent and 100% employee-owned and a strong alignment of interest with our investors

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Ventura County Employees Retirement Association Adams Street portfolio status $220 million in commitments to 2010, 2013 and 2016 Global Programs

■ Strong absolute and relative performance, net of all fees, for 7 years* ‒ Since inception net IRR = 10.9% vs. 7.5% public market equivalent

■ Successfully built the foundation for the VCERA program through a consistent commitment pace ■ Globally diversified portfolio across strategies and sub-asset classes ■ Portfolio has grown significantly since inception: ‒ $114 million paid-in ‒ $32 million received in distributions ‒ $114 million in remaining value ‒ 1.3x Total Value to Paid-In

VCERA is a strategically important relationship for Adams Street Partners

6 * As of December 31, 2016; Publics represented by MSCI ACWI Index.

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Adams Street Overview

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Adams Street’s PE Solution is Comprehensive Proven investment experience, global footprint and operational flexibility

■ Proven Private Markets Partner ‒ Recognized industry leader with 40+ years experience and over $29B in assets under management ‒ 100% independent and diversified employee-ownership ‒ Direct alignment of interest with our clients through meaningful investment in the firm and our offerings

■ Portfolio Construction Expertise ‒ Long successful history of advising and managing customized portfolios ‒ Dedicated portfolio construction committee, utilizing industry leading quantitative and qualitative inputs ‒ Flexible approach considers existing exposures when building future portfolio for optimal strategy ‒ Privileged access to the world’s best managers, well-vetted allocation policy ensuring fair treatment of all clients

■ Robust client service and back office resources ‒ “Client first” mentality shared firm-wide, seasoned Client Service team provides efficient access to resources ‒ Deep support teams accustomed to successfully providing clients with “turnkey” customized solution to PE needs

A trusted and high integrity partner with global market presence, strong alignment of interests, and scalable investment infrastructure

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MASTER PAGE NO. 135 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

We Have a Global Footprint

BOSTON 2016 LONDON 1997 BEIJING NEW YORK 2011 CHICAGO 2016 MENLO PARK 1972 2006 TOKYO 2014

SINGAPORE 2006

8OFFICES 140+PEOPLE 30+ QUALITY OPPORTUNITIES NATIONS INVESTED = 1500+ REVIEWED ANNUALLY

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MASTER PAGE NO. 136 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Experienced, Cohesive and Strategically Integrated Platform

Jeff Diehl Bon French Managing Partner & Executive Head of Investments Chairman 22 Years of Experience* 40 Years of Experience*

Primary Investments Secondary Investments Since 1979 Since 1986

770+ funds 360+ funds 260+ GP relationships 150+ GP relationships 370+ advisory boards 12 Professionals 22 Professionals Kelly Meldrum Jeff Akers Partner & Head of Partner & Head of Primary Investments Secondary Investments 32 Years of Experience* 19 Years of Experience*

ASP Capital Co-Investments Since 1972 Since 1989

100+ companies 250+ companies 70+ GP relationships 9 Professionals 4 Professionals Private Credit Since 2016 Terry Gould David Brett Partner & Head of Partner & Head of 7 Professionals Bill Sacher Co-Investments Direct Investments Partner & Head of 37 Years of Experience* Private Credit 32 Years of Experience* 31 Years of Experience*

*Investment and Operational 10 As of December 31, 2016.

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Deep Expertise Around the World

Jeff Diehl Bon French Managing Partner & Executive Chairman Head of Investments Chicago Chicago

FUND INVESTMENTS DIRECT INVESTMENTS

Kelly Meldrum Jeff Akers Dave Brett Terry Gould Bill Sacher Head of Primary Head of Head of Head of Direct Head of Investments Secondary Co-Investments Investments Private Credit Menlo Park Investments Chicago Chicago New York Chicago

VENTURE CAPITAL/ PRIMARY SECONDARY CO-INVESTMENTS GROWTH EQUITY PRIVATE CREDIT

Jeff Brijesh Saguna Yar-Ping Troy Sachin Tom Shahab Burgis Jeevarathnam Malhotra Soo Barnett Tulyani Bremner Rashid Chicago Menlo Park Menlo Singapore Chicago London Chicago New York Park

Adam Jim Sunil Michael Joe Benjamin Jeff Fred Chenoweth Korczak Mishra Taylor Goldrick Wallwork Diehl Chung Chicago Chicago Singapore Menlo Chicago London Chicago New York Park

Arnaud Alex Ross Morgan Greg Craig Robin Thomas de Lesch Morrison Webber Holden Waslin Murray Petty Cremiers Chicago London Boston London Chicago Menlo Park New York London

Doris Dominic Sergey Ling Jen Pinal Fred Emily (Yiyang) Maier Sheshuryak Wu Nicum Wang Shiau Guo London London Singapore London Menlo New York Beijing Park

Yu (Hubert) Kristof Mike Zhang Van Zappert Beijing Overloop Menlo Park London

INVESTMENT ANALYTICS INVESTMENT STRATEGY

Ray Chan Mhahesh Toby Jian Miguel Gonzalo Head of Risk Management Madhavan True Zhang Head of and Advanced Analytics Chicago Chicago Chicago Investment Strategy Chicago Chicago

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Organized to Ensure Investment Focus Robust Client Support complements integrated investment platform

INVESTMENT

ADVANCED ANALYTICS PRIMARY SECONDARY DIRECT Ray Chan Mhahesh Madhavan Alex Bozoglou Sergey Sheshuryak Jeff Akers Co-Investments Venture Capital/ Private Credit Tobias True Jeff Burgis Yar-Ping Soo Troy Barnett Dave Brett Growth Equity Bill Sacher Jian Zhang Adam Chenoweth Michael Taylor Joe Goldrick Sachin Tulyani Thomas Bremner Shahab Rashid Arnaud de Cremiers Morgan Webber Greg Holden Ben Wallwork Jeff Diehl Fred Chung Doris (Yiyang) Guo Ling Jen Wu Eric Klen Craig Waslin Terry Gould Thomas Petty Jim Korczak Yu (Hubert) Zhang Pinal Nicum Robin Murray Emily Shiau STRATEGY Brijesh Jeevarathnam Kristof Van Overloop Sam Shanley Miguel Gonzalo Alex Lesch Associates Michaela Venuti Alex Storer Saguna Malhotra Kelly Carlquist Associates Fred Wang Dominic Maier Jonathan Goh Thomas Ault Mike Zappert Kelly Meldrum Marcus Lindroos Joshua Burandt Sunil Mishra Jason Frank Associates Ross Morrison Clinton Miller Michael Allen Ali Lauer Alexander Silver

EXECUTIVE COMMITTEE CLIENT SERVICE SUPPORT TEAMS

Bon French Account Management Legal Finance Performance Reporting Executive Chairman Lauren Bozzelli Ben Benedict Stephen Baranowski Megan Meyer Mike Rosa Jeff Akers John Gray Tim Bryant Sarah Bass Steve Montag Mensur Sulic Head of Secondary Investments Ana Maria Harrison Gail Carey Tyson Bauer Joe Peck Renee Vogl Scott Hazen Sara Robinson Dasse Juan Beltran Mary Kate Planek Molly Winans Jeff Diehl Isamu Sai Jennifer Goodman Naz Busch Lena Pugh Managing Partner & Head of Investments Jana Tortora Rasa Kelpsa Ellen Castellini Jamie Raibley Information Technology Gary Fencik Steven Wilde Eric Mansell Sara Cushing Scott Rybak Philipp Bohren Head of Business Development Anne Semik Megan Dunne Olivia Schreader Curt De Witt Business Development Mamiko Higashi Scott Fisher Jason Swanson Mike Giannangelo Terry Gould Mike Chia Jessica Garvey Christina Totton Megan Heneghan Head of Direct Investments Gary Fencik Communications Lynn Hayden Douglas Wong Derek Piunti Quintin Kevin Ben Hart Jeanne Elliott Enright Karolina Janus Triste Wyckoff-Heintz Chief Financial Officer John Kremer Nancy LaDieu Quintin Kevin Human Resources Kelly Meldrum Mike Lucarelli Melissa Lefko Christopher Larson Carolyn Flanagan Head of Primary Investments Vinay Mendiratta Greta Nolan Kristen Lampert Kristina Milberg Megan Schroeder Ko Liang Kevin O’Donnell Kevin O’Donnell Mac Pfisterer Global Head of Business Development Martin vom Hagen Elyse Winter

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VCERA Private Equity Customized Portfolio - Portfolio Construction Process and Proposal

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Long Experience Managing Customized Solutions

■ Since 1984 we have managed 25+ large, separately managed discretionary and non-discretionary mandates on behalf of public and corporate clients ■ The largest was a $6 billion portfolio on a non-discretionary basis between 1992-2000 ■ We currently manage more than $7 billion in private equity separate customized accounts and have eleven actively investing customized accounts with $2 billion in dry powder*

Examples of investing customized solutions:

Investor Size Strategy Geographic diversification Commitment Period Status

US Public Global primaries, secondaries, co- $280M Global 5 years Investing Pension Fund investments and direct venture growth

Nordic US small and mid-market buyouts, $100M US 2 years Investing Pension Fund ~10-12 funds and co-investments

US Global primaries, secondaries, co- $600M Global 3 years Investing Pension Fund investments and direct venture growth

US Public US / Europe small and mid-market $150M Developed Markets 3 years Investing Pension buyouts and co-investments

UK UK mid-market buyouts via primaries, Government £240M UK 2 years Almost fully invested Entity secondaries and co-investments

14 * As of December 31, 2016.

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Disciplined Portfolio Construction Organized to support a top down and bottom up investment process

 Expertise in portfolio construction from years of collecting data and utilising it to help build portfolios with client risk/return objectives in mind

 Diversification by time, manager, and subclass is the foundation of our portfolio construction process

■ Consistent manager weightings

Top Down

Portfolio Construction Committee

Jeff Diehl Miguel Gonzalo Pinal Nicum Sachin Tulyani (Chairperson) Head of Investment Partner, Secondary Partner, Head of Investments Strategy Investment Team Co-Investment Team Ray Chan Bon French Sergey Sheshuryak Global Head of Risk Executive Chairman Partner, Primary Management and Advanced Analytics Investment Team

Bottom Up

Primary Secondary Venture/Growth Co-Investment/Private Credit Investment Committee Investment Committee Investment Committee Investment Committee

Portfolio construction is a key component of our investment process

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Private Equity Portfolio Construction Key questions

■ Effective portfolio construction requires a rich set of historical data and analytical tools

Key Questions ASP Approach Requirements

1. What is the right mix of asset  Estimates of volatility and  Rich set of historical data at the classes? correlation across asset classes portfolio company level, for both ASP and non-ASP investments

2. What is the appropriate number of  Historical and Monte Carlo  Thorough understanding of funds? simulations underlying investment strategies

3. How much J-curve exposure is  Pacing model to forecast net cash  Historical partnership fund data necessary? flows and NAV growth over medium capturing returns, loss rates, and to long term cash flow patterns

4. How do we get there from the  Gap analysis of the current vs.  Discipline to apply the right current portfolio? target portfolio, based on multiple assumptions and understand the perspectives of risk modeling limitations within context

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Portfolio Construction and Risk Analysis Multi-faceted approach

Interim Distribution Period Volatility of Final Outcomes Frequency (%) Frequency Quarterly IRR Quarterly

Portfolio TVPI (Net)

Risk Analysis and Portfolio Construction

Liquidity and Fundamental Cash Flow Projections Investment Analysis

 Macroeconomic input

 Investment strategy

 Manager specific factors Quarterly Cash Flows Cash Quarterly

Capital Calls Distributions Ending NAV

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Data Management and Application ASPIRE – Adams Street Partners Investment Research Explorer

■ A proprietary web-based, multi-currency research, analytical and reporting application ■ Data-rich system with over 900 partnerships and 16,000 companies since 1979, much of which is proprietary to Adams Street as a long-standing investor in the industry ■ Provides advanced analytics in the areas of portfolio construction and risk management

Investment Transactional Investment Accounting activity entered into Operations Main Features data mart

− Client investment reporting Financial reports Unsold stock activity − Performance attribution Fund transactions Monthly flows / valuations Partnership transactions − Benchmarking Deal logs / activities Analysis of client data ASPIRE − Deal logging from attribution and Analysis of partnership and diversification to cash portfolio company data − Due diligence flows Peer group comparison − Partnership funds monitoring Transactional activity translated − Peer group comparison tool to reports and Investment Client Service performance − Portfolio exposure & allocation calculations Teams

− Portfolio construction/risk management Client Performance / Investment Track Record − Cash flow modeling Reporting

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VCERA Legacy Private Equity Portfolio Estimated allocations as of December 31, 2016

■ Size: $427.5 million Developed Markets ■ Deployment: 2010-2018 33% ■ Structure: ̶ ASP Diversified Global PE Program – $220M Developing ̶ HVP and PV Global Secondary United Markets Commingled Funds – $192.5M States 9% 58% ̶ Drive Capital Early Stage VC – $10M ■ Timing and size of allocations to respective diversified and secondaries programs determined by VCERA board

Strategy Subclass - Primaries Buyout Stage - Primaries

Other Mega 11% 9% Small 27%

Primary, Buyout Secondary, Large 47% 49% 53% Venture 34% 40% Mid 30%

19 *Actual allocations will differ once the Separate Account is fully invested.

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VCERA Private Equity Customized Portfolio Projected allocations*

Developed Markets ■ Target Size: $135 million annually 20-30% ■ Commitment period: 5-7 years ■ Structure: United Developing ̶ Customized Fund of One States Markets 60-70% 10-15% ■ 5 to 7 primary commitments per annum across buyout, venture and other subclasses ■ Flexible and collaborative mandate that can evolve with VCERA over time

Strategy Subclass - Primaries Buyout Size - Primaries

Other 5-10% Small Secondary/ 10-20% Venture Co-invest Large 20% 5-10% 30-40%

Buyout 80-90% Mid Primary 40-60% 80%

20 *Actual allocations will differ once the Account is fully invested.

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VCERA Private Equity Customized Portfolio plus Legacy Funds Projected cash flows*

Projected Cash Flow Trajectory 1000

800

600

400

200 Dollars in Millions

0

-200 20172018201920202021202220232024202520262027202820292030

Capital Calls Distributions NAV Target NAV at 10%

Assumptions Total Plan Size (millions) Assumed VCERA Plan Private Equity Target % as of 12/31/2016 AUM Growth Rate as of 12/31/2016 $4,300 5% per annum 10.0%

Actual/Historical through 12/31/2016 (Dollars in Millions) 2010 2011 2012 2013 2014 2015 2016 Commitments 100.00 0.00 0.00 142.50 0.00 50.00 135.00

Projected Cash Flows (Dollars in Millions) 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Commitments $135 $135 $135 $135 $135 $135 $0 $0 $0 $0 $0 $0 $0 $0 Capital Calls ($97) ($112) ($116) ($125) ($137) ($128) ($107) ($78) ($53) ($35) ($23) ($14) ($7) ($2) Distributions $52 $74 $96 $117 $134 $154 $166 $179 $181 $176 $167 $151 $132 $109 Net Cash Flows ($46) ($38) ($20) ($8) ($3) $26 $59 $101 $128 $141 $144 $137 $125 $107 NAV $263 $337 $404 $470 $540 $589 $613 $600 $554 $490 $412 $326 $241 $162

* Adams Street Partners maintains cash flow projection models for various strategy and subclass investment combinations. Each model reflects a combination of expected cash flows going forward and the historical cash flow patterns observed by Adams Street Partners. This slide combines these models based on the proposed portfolio allocation and illustrates the resulting general long-term 21 cash flow projection. The models do not capture the impact of short term events specific to underlying investments. There can be no guarantee that the projected cash flows and NAVs shown above will be achieved.

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VCERA Private Equity Customized Portfolio - Underlying Manager Selection Process

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VCERA Private Equity Customized Portfolio Target Portfolio: Projected allocations1 # of Bites Strategy Plan Year Region2 Subclass Bite Size Total 2 ‐ 3Buyout Partnerships Year 1 US Buyout $25 $50 ‐ $75 1 ‐ 2Buyout Partnerships Year 1 Developed Buyout $20 $20 ‐ $40 1 ‐ 1Buyout Partnerships Year 1 Developing Buyout $15 $15 ‐ $15 2 ‐ 3Buyout Partnerships Year 2 US Buyout $25VC $50 ‐ $75 1 ‐ 1Venture Partnerships Year 2 Developed Venture/Growth $1010-20% $10 ‐ $10 1 ‐ 2Buyout Partnerships Year 2 Developed Buyout $20 $20 ‐ $40 1 ‐ 1Buyout Partnerships Year 2 Developing Buyout $15 $15 ‐ $15 2 ‐ 3Buyout Partnerships Year 3 USUS BuyoutBO $20 $40 ‐ $60 60-80% 80-90% 1 ‐ 1Venture Partnerships Year 3 US Venture/Growth $10 $10 ‐ $10 1 ‐ 2Buyout Partnerships Year 3 Developed Buyout $20 $20 ‐ $40 1 ‐ 1Buyout Partnerships Year 3 Developing Buyout $15 $15 ‐ $15 2 ‐ 3Buyout Partnerships Year 4 US Buyout $20 $40 ‐ $60 1 ‐ 1Venture Partnerships Year 4 US Venture/Growth $10 $10 ‐ $10 1 ‐ 1Other Partnerships Year 4 US Other $20 $20 ‐ $20 1 ‐ 1Buyout Partnerships Year 4 Developed Buyout $20 $20 ‐ $20 2 ‐ 4Buyout Partnerships Year 5 US Buyout $25 $50 ‐ $100 1 ‐ 1Other Partnerships Year 5 US Other $20 $20 ‐ $20 1 ‐ 1Buyout Partnerships Year 5 Developed Buyout $20 $20 ‐ $20 1 ‐ 1Buyout Partnerships Year 5 Developing Buyout $15 $15 ‐ $15 1 ‐ 1Venture Partnerships Year 5 Developing Venture/Growth $10 $10 ‐ $10 2 ‐ 4Buyout Partnerships Year 6 US Buyout $20 $40 ‐ $80 1 ‐ 1Venture Partnerships Year 6 Developing Venture/Growth $10 $10 ‐ $10 1 ‐ 2Buyout Partnerships Year 6 Developed Buyout $20 $20 ‐ $40 1 ‐ 1Buyout Partnerships Year 6 Developing Buyout $20 $20 ‐ $20 30 ‐ 42 Total Primary Partnerships (~85%) $690 Co‐Investments Years 1‐6 Global Buyout/Growth $50 ‐ $80 Secondaries Years 1‐6 Global Buyout/Growth $50 ‐ $80 Total Portfolio $810

1. Actual allocations will differ once the Program is fully invested. 2. Developed defined as Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Poland, Portugal, 23 Singapore, Spain, Sweden, Switzerland, and the UK. Developing defined as countries outside of the US and Developed Markets.

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Manager Selection: A Forward-Looking Approach

 Due diligence focused on team, strategy and track record

 Searching for differentiation which may include: ‒ Domain or industry knowledge ‒ Operational expertise ‒ Established franchise and reputation ‒ Outstanding leadership and culture

 Leverage institutional learnings in decision process – Don’t chase historical performance – Know when to “get on and off the bus” – Following how organizations have transitioned can lead to interesting opportunities

Focusing on differentiation and performance replicability

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Current Investment Themes Drive our Manager Selection

Software and Technology Engineering and Manufacturing Enabled Services

Healthcare 2025 Changing Consumer Preferences

25 A complete list of Adams Street Partners’ primary fund investments is available upon request.

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Recent Investments Reflect Privileged Access

Location / Fund Size Fund Focus / Differentiator Oversubscribed Country (M)

Experienced investors with a proven ability to implement operational AEA VI US $2,750 transformations to accelerate growth at a global scale. 

Berkshire IX US $ 5,500 Leading mid market investor with strong sector expertise. 

Experienced mid-market buyout manager with a flexible approach to investing in FFL IV US $2,000 niche segments well positioned for growth.  Operationally oriented middle market firm that targets manufacturing and AIP VI US $1,800 industrial businesses.  Experienced buyout manager with a highly operational approach, targeting SK Capital IV US $1,000 opportunities in the specialty chemicals sector.  A well-established franchise in venture capital across stage, sector and NEA 16 US $3,300 geography with the ability to dynamically allocate capital.  A leading private equity franchise that invests in larger scale technology and Silver Lake V US $14,500 tech-enabled companies.  Established mid-market investor focused on the Nordic region with a strong Altor Nordic Region €2,000 franchise in their target market.  Control buyouts and growth financings of industrial sector mid-market companies DBAG VII Germany €700 in Germany and adjacent European countries. 

Quadrant No. 5 Australia A$950 Well established mid-market GP in Australia. 

Strong expertise in executing complex asset-backed transactions at the upper TDR III Europe €1,750 end of the mid-market 

Leading GP in China targeting growth and transformational transactions across Boyu III China $1,500 the retail, healthcare and TMT spaces  Well-resourced, globally integrated team capable of executing complicated Bain Asia Asia $3,000 transactions and driving value through operational improvements 

Recent commitments reflect our ability to access scarce capacity around the world

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ASP Secondary Value Proposition

Consistent, 1 Long-term 30-year track record with $5 billion invested across over 180 transactions Performance 1.6x multiple / 20% IRR / over 1,000 bps outperformance2 vs PME since inception3

4 Focused 113% of aggregate invested capital returned to LPs Strategy Consistent J-curve mitigation – 2015 / 2016 vintage deals generating 38% IRR5

Proactive, thematic approach targeting quality – 79% of current secondary value in ASP primary managers Deep Resources & Relationships Levering over 500 GP interactions per annum across the ASP platform

A time-tested formula well-aligned to today’s secondary market

See the pages entitled “Notes to Performance: ASP Secondary Value Proposition" and “Vintage-Year Performance All Secondary Investments” included in this presentation, for important 27 information regarding this performance data.

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Leading Franchise in Co-Investment Market

25+ years

Long Co-Investing Strength of ASP Strong Historical History Platform Co-investment Returns

* $29B AUM Since inception gross First Adams Street 60+ investment professionals realized investment Co-Investment in 1989 1 around MOIC: 2.6x the world

750+ fund commitments Since inception $1.2B+ over 40+ years gross total invested committed to date MOIC: 1.9x1 260+ GP relationships

Internal database tracks Targeted net return Invested in 16,000+ companies 15-20%2 100+ companies and thousands of contacts

* As of September 30, 2016 1. Composite performance; does not reflect performance of any particular Adams Street Partners fund or any investor in an Adams Street Partners fund. Multiples are gross of Adams Street Partners fees, carried interest and expenses. See the slide entitled Co-Investment Track Record” for net performance and other important information. 2. The targeted net IRR is a target only; there can be no guarantee that the Adams Street Co-investment strategy will achieve this target. Past performance is not a guarantee of future results. 28

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Allocation Policy

■ Investment allocations are governed by Adams Street’s Allocation Policy and managed by a dedicated Investment Strategy Team. Allocation guidelines apply to all of our investment entities

■ The Strategy Team approves every investment allocation to ensure this process is fair and equitable and is done in accordance to each mandate’s investment and legal guidelines

■ Separate accounts and commingled funds are managed to specific mandate, goals, and risk- return expectations and capacity forecasts for each strategy are managed by the respective Investment Teams

■ We allocate pro rata based on a priori specified target amounts to be invested

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Client Service and Back Office Support

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Working Example of a Strategic Relationship VCERA has access to ASP’s firm-wide resources

■ Dedicated team managing the customized solution Client ■ Professionals from Account Management, Investments, Strategy & Service Portfolio Construction and Risk & Analytics

Strategy / Portfolio ■ Portfolio construction advice and return modeling Construction & ■ Proprietary ASPIRE online platform Analytics ■ Sharing of research and market information

Primary ■ Investment sourcing, due diligence and monitoring Team ■ Provision of pipeline of investments ■ Access and introductions to ASP’s general partners and deal flow ■ Joint due diligence meetings and shared research Secondary ■ Sharing and provision of investment recommendations Team ■ Invitation to attend ASP’s GP events ■ Knowledge transfer and staff education Co-Investment ■ Updates on private market and secondary trends Team

■ Vehicle structuring, cash / fund management, borrowing facility Back Office/ ■ Internal and external legal counsel review of potential investments Administrative ■ Cash flow tracking, reporting and forecasting Services & ■ Processing capital calls/distributions, monitoring and quarterly reporting Ongoing Service ■ Liquidation of stock distributions ■ Customized reporting and ad-hoc requests

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A Dedicated Team Across All Relevant Areas Experienced professionals with an average of 14 years at Adams Street

INVESTMENTS CLIENT SERVICE Scott Hazen, CFA Jeffrey Diehl Years of Investment Experience: 25 Years of Experience: 22 Years with ASP: 8 Years with ASP: 16 Role: Partner & Account Manager Role: Managing Partner & Head of Investments

INVESTMENT INVESTMENT Kelly Meldrum, CFA Jeff Akers Years of Investment Experience: 32 Years of Investment Experience: 19 Years with ASP: 12 Years with ASP: 11 Role: Partner & Head of Primary Role: Partner, Head of Secondary Investments Investments

ANALYTICS STRATEGY Ray Chan, CFA Miguel Gonzalo, CFA Years of Investment Experience: 32 Years of Investment Experience: 22 Years with ASP: 14 Years with ASP: 22 Role: Partner & Head of AAPR Role: Partner & Head of Investment Strategy

FINANCE LEGAL Quintin Kevin Eric Mansell Years of Investment Experience: 24 Years of Investment Experience: 16 Years with ASP: 16 Years with ASP: 11 Role: Partner & CFO Role: Partner & Legal Counsel

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Reporting Content and Frequency

Reporting / Client Service Frequency Comments

Dedicated Chicago-based client service professional available to help with any Dedicated client service contact Ongoing ongoing request

Client ASPIRE Ongoing Online access to ASPIRE client account database

ASP Investor Portal Ongoing Online access to client account documents via the investor portal

Estimated valuations using latest valuations available adjusted for cash flows and Estimated Valuations 10 days after each quarter-end relative changes to the public markets

Market update, allocation, portfolio overview and performance, underlying Quarterly investor report 90-120 days after each quarter-end partnership performance, summary of recent investments, cash flows

Unaudited financial Including information on commitment, capital calls. distributions. gains/losses. 90 days after each quarter-end and capital account statements fees, carried interest and ending equity

Audited financial statements 120 days after calendar year-end Audited by KPMG

Newsletters Semi-annually Various topics related to private equity and our offerings

Capital call notices As necessary Amount of call and wiring instructions (10 days notice)

Distribution notices As necessary Amount of distribution

Client conference Annually Held in Chicago and London usually in early June

Client visits As needed Client visits to provide reviews or discuss any topic of relevance for the portfolio

Client conference calls Semi-annually Covering themes and market overview

Ad hoc requests As needed Ability to provide customized reporting and requests

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Why Adams Street?

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Adams Street’s PE Solution is Comprehensive Proven investment experience, global footprint and operational flexibility

■ Proven Private Markets Partner ‒ Recognized industry leader with 40+ years experience and over $29B in assets under management ‒ 100% independent and diversified employee-ownership ‒ Direct alignment of interest with our clients through meaningful investment in the firm and our offerings

■ Portfolio Construction Expertise ‒ Long successful history of advising and managing customized portfolios ‒ Dedicated portfolio construction committee, utilizing industry leading quantitative and qualitative inputs ‒ Flexible approach considers existing exposures when building future portfolio for optimal strategy ‒ Privileged access to the world’s best managers, well-vetted allocation policy ensuring fair treatment of all clients

■ Robust client service and back office resources ‒ “Client first” mentality shared firm-wide, seasoned Client Service team provides efficient access to resources ‒ Deep support teams accustomed to successfully providing clients with “turnkey” customized solution to PE needs

A trusted and high integrity partner with global market presence, strong alignment of interests, and scalable investment infrastructure

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Appendix

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Ventura County Employees’ Retirement Association Subscriptions to ASP Global Programs: $220,000,000 Total portfolio as of December 31, 2016

Total Mar ket Distributions Total Net IRR Value / Amount Value Rec eiv ed Value Net IRR Net IRR Since Inception Amount Subscription Draw n (NAV) (D) (NAV + D) 3-Year 5-Year Inception Date Draw n

ASP 2010 Gobal Program $85,000,000 $67,944,749 $65,759,602 $28,934,858 $94,694,460 11.60% 11.97% 11.99% 1.39x ASP 2010 US Fund $42,500,000 $32,852,500 $34,463,147 $14,394,035 $48,857,182 13.64% 13.82% 14.34% 5/2010 1.49x ASP 2010 Non-US Developed Fund $25,500,000 $20,591,249 $17,004,917 $8,141,472 $25,146,389 7.40% 8.64% 8.12% 5/2010 1.22x ASP 2010 Emerging Markets Fund $8,500,000 $6,621,500 $7,882,770 $738,789 $8,621,559 13.22% 10.69% 9.56% 1/2011 1.30x ASP 2010 Direct Fund $8,500,000 $7,879,500 $6,408,768 $5,660,562 $12,069,330 11.02% 12.13% 11.97% 5/2010 1.53x

ASP 2013 Global Fund $75,000,000 $44,250,000 $45,870,101 $3,108,905 $48,979,006 6.41% N/A 6.39% 6/2013 1.11x ASP 2016 Global Fund $60,000,000 $1,500,000 $2,127,330 $0 $2,127,330 N/A N/A N/A * 8/2016 1.42x

ASP Program Participant Total $220,000,000 $113,694,749 $113,757,033 $32,043,763 $145,800,796 10.23% 10.78% 10.87% 1.28x

Committed / Drawn / Distributed/ Activity Since 12/31/16 Subscription Subscription Drawn (01/01/2017 - 4/21/2017) 2010 Program 100% 80% 43% 2013 Program 100% 59% 7% Draws: $425,000 2016 Program 46% 3% 0% Grand Total 86% 52% 28% Distributions: $1,700,205

As investments continue to be made and mature, the ASP Global Program is generating attractive returns and is returning capital to VCERA

* Internal rates of return are not calculated for funds less than one year old. 37 Performance early in a fund’s life is not generally meaningful due to fee drag and immature investments.

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Proven Private Markets Partner

Private Markets Experienced and Exemplary Partner + Proven Team + Client Service

 40+ years of experience  Since Inception IRRs*:  Deep understanding of Primary: 21%1 institutional client needs  Recognized as industry leader Secondary: 19%1 with over $29B in assets under  300+ diverse clients management Direct: 16%2 Co-Investment: 21%3  Client access to industry-  100% independent and leading interactive analytical  Highly integrated platform with employee owned – our tools and data shared insights interests are directly aligned with that of our client’s  Senior staff average 15 years  Long history of managing of investment experience customized mandates  Over $195 million invested  Excellent risk management into the firm and funds capabilities  Customized, specialized approach to all client portfolios

As of December 31, 2016 1. Composite since inception IRR of private equity fund investments in Adams Street Partners “Core Portfolios” which are funds and separate accounts (excluding special mandate funds and non- discretionary separate accounts) of which Adams Street Partners is the general partner, manager or investment adviser (as applicable) and for which Adams Street Partners makes discretionary investments in private equity. Primary inception date as of November 1, 1979. Secondary inception date as of August 29, 1986. IRRs are net of fees, carried interest and expenses charged to the underlying private equity funds, but are gross of Adams Street Partners’ fees, carried interest and expenses, which reduce returns to investors. For the effect of Adams Street Partners’ fees, carried interest and expenses on Adams Street Partners’ fund returns to investors, please see Adams Street Partners Net Performance chart in this presentation. 2. Composite since inception IRR is net of Adams Street Partners’ fees, carried interest and expenses. IVCF II, a component of this composite, charged only management fees and expenses. Inception date as of March 1, 1989. Includes IVCF II (invested in both partnerships and direct portfolio companies), IVCF III, BVCF IV, AS V, AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, AS 2011, AS 2012, AS 2013, AS 2014, AS 2015 and AS Venture Growth VI. 3. Composite since inception IRR, which is net of Adams Street Partners’ fees, carried interest and expenses. Inception date as of July 8, 1992. Includes a separate account (1992-1998), Co-Investment I (2006), II (2009) and III (2014). * Past performance is not a guarantee of future results. The IRRs shown above are composite IRRs and do not represent returns achieved by any particular Adams Street Partners fund or any investor in an Adams Street Partners fund. There can be no guarantee that unrealized investments reflected in this performance data will ultimately be liquidated at values reflected above. For net performance of Adams 38 Street Partners funds, see the Net Performance chart included in this presentation.

MASTER PAGE NO. 165 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Secondary Asset Class Offers Attractive Attributes

■ J-curve mitigation via earlier cash flows Investment Period Harvest Period

■ Vintage-year diversification through purchase of older Representative Fund Cash Flows* vintages

■ Capital efficiency as early distributions used to fund later capital calls

■ Greater exposure to known survivor assets, often leading to lower loss rates and more consistent returns

■ Ability to capitalize on tactical opportunities and market inefficiencies

Target Secondary Purchase Period

123456789101112 Fund Age (Years)

Contributions Distributions

39 *Cash flow depiction is for illustrative purposes only; does not reflect actual performance of Adams Street Partners’ secondary investments.

MASTER PAGE NO. 166 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Anatomy of a Co-Investment

Reasons GPs offer Co-Investments LP LP LP LP Adams ■ Manage portfolio construction and Street fund-level concentration ■ Access additional capital for company growth initiatives ■ Strengthen LP relationships Sponsor/Lead Adams Street General Partner Co-Investments Fund How Adams Street is well positioned ■ A dedicated co-investment team operating as part of a global network ■ Alignment with the highest-quality GPs ■ A legacy of direct investment experience ■ Flexible investment mandate Investment in Operating Company Controlled by Lead GP ‒ Allows for underweight / overweight positions ‒ Sized and structured to capitalize on small and mid-sized companies

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MASTER PAGE NO. 167 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Adams Street Partners Net Performance As of December 31, 2016 Perform ance in USD Gross IRR Net IRRPME* Net Multiple Brinson Partnership 1996 Subscription 16.92% 14.21% 6.8% ^ 1.69x Brinson Partnership 1997 Subscription 15.08% 12.13% 3.4% ^ 1.62x Brinson Partnership 1998 Subscription 6.86% 5.01% 3.1% ^ 1.35x Brinson Partnership 1999 Subscription 7.62% 5.77% 4.2% ^ 1.41x Brinson Partnership 2000 Subscription 9.37% 7.30% 5.3% ^ 1.50x Brinson Partnership 2001 Subscription 10.85% 8.61% 6.6% ^ 1.57x Adams Street Partnership Fund - 2002 U.S. Fund, LP 10.61% 8.54% 6.4% 1.62x Adams Street Partnership Fund - 2002 Non-U.S. Fund, LP 14.07% 11.62% 7.9% ^ 1.71x Adams Street Partnership Fund - 2003 U.S. Fund, LP 9.86% 7.93% 6.5% 1.57x Adams Street Partnership Fund - 2003 Non-U.S. Fund, LP 12.12% 9.62% 5.2% ^ 1.57x Adams Street Partnership Fund - 2004 Non-U.S. Fund, LP 7.90% 5.90% 3.3% 1.37x Adams Street Partnership Fund - 2004 U.S. Fund, LP 8.86% 7.09% 6.9% 1.50x Adams Street Partnership Fund - 2005 Non-U.S. Fund, LP 6.38% 4.77% 2.6% 1.32x Adams Street Partnership Fund - 2005 U.S. Fund, LP 8.51% 6.89% 8.0% 1.49x Adams Street 2006 Direct Fund, L.P. 10.63% 7.28% 7.4% 1.75x Adams Street Partnership Fund - 2006 Non-U.S. Fund, LP 7.05% 5.45% 3.2% 1.35x Adams Street Partnership Fund - 2006 U.S. Fund, LP 8.82% 7.11% 8.8% 1.45x Adams Street 2007 Direct Fund, L.P. 14.90% 10.65% 8.8% 1.93x Adams Street Partnership Fund - 2007 Non-U.S. Fund, LP 9.01% 7.09% 4.0% 1.38x Adams Street Partnership Fund - 2007 U.S. Fund, LP 14.05% 11.93% 10.8% 1.67x Adams Street Partnership Fund - 2008 U.S. Fund, L.P. 18.35% 15.60% 13.0% 1.74x Adams Street Partnership Fund - 2008 Non-U.S. Fund, L.P. 11.96% 9.26% 4.3% 1.39x Adams Street 2008 Direct Fund, L.P. 20.22% 14.79% 12.4% 2.08x Adams Street Partnership Fund - 2009 U.S. Fund, L.P. 16.77% 13.59% 13.2% 1.53x Adams Street Partnership Fund - 2009 Non-U.S. Developed Markets, L.P. 12.27% 8.62% 4.5% 1.27x Adams Street Partnership Fund - 2009 Non-U.S. Emerging Markets Fund, L.P. 10.72% 8.31% -0.1% 1.34x Adams Street 2009 Direct Fund, L.P. 20.91% 14.43% 14.3% 1.74x Adams Street 2010 Direct Fund, L.P. 18.05% 11.79% 13.0% 1.53x Adams Street Partnership Fund - 2010 Non-U.S. Developed Markets Fund, L.P. 11.85% 8.26% 4.3% 1.23x Adams Street Partnership Fund - 2010 Non-U.S. Emerging Markets Fund, L.P. 12.11% 9.73% -0.7% 1.31x Adams Street Partnership Fund - 2010 U.S. Fund, L.P. 17.65% 14.36% 12.6% 1.49x Adams Street 2011 US Fund LP 16.06% 13.02% 12.6% 1.37x Adams Street 2011 Non-US Developed Markets Fund LP 12.11% 8.61% 4.2% 1.21x Adams Street 2011 Emerging Markets Fund LP 12.59% 10.16% -1.1% 1.33x Adams Street 2011 Direct Fund LP 25.12% 17.31% 12.1% 1.68x Adams Street 2012 Global Fund LP 11.11% 7.00% 5.3% 1.16x Adams Street 2012 US Fund LP 10.50% 7.13% 9.9% 1.15x Adams Street 2012 Developed Markets Fund LP 11.90% 8.14% 1.0% 1.16x Adams Street 2012 Emerging Markets Fund LP 9.77% 6.75% -0.6% 1.14x Adams Street 2012 Direct Fund LP 15.79% 7.63% 10.7% 1.18x Adams Street 2013 Global Fund LP 9.91% 6.17% 4.7% 1.10x Adams Street 2013 US Fund LP 9.91% 6.66% 9.0% 1.12x Adams Street 2013 Developed Markets Fund LP 10.98% 7.47% 0.2% 1.12x Adams Street 2013 Emerging Markets Fund LP 11.34% 8.02% -0.6% 1.12x Adams Street 2013 Direct Fund LP 9.58% 2.90% 10.0% 1.05x Adams Street 2014 Global Fund LP 11.75% 7.12% 4.4% 1.10x Adams Street 2014 US Fund LP 11.13% 7.71% 8.8% 1.11x Adams Street 2014 Developed Markets Fund LP 9.10% 4.08% -0.6% 1.05x Adams Street 2014 Emerging Markets Fund LP 12.51% 8.08% -0.5% 1.10x Adams Street 2014 Direct Fund LP 19.78% 9.81% 8.6% 1.14x

The page entitled “Notes to Performance: Adams Street Partners Net Performance.” included on the following page of this presentation, is an important component of this performance 41 data. Past performance is not a guarantee of future results.

MASTER PAGE NO. 168 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Notes to Performance: Adams Street Partners Net Performance As of December 31, 2016

Note: Brinson Partnership Subscription gross and net IRR presents representative subscription performance of a subscriber that followed Adams Street Partners’ recommended allocation and pays the highest fees. For Adams Street Funds, actual commingled fund performance gross and net IRR are presented. Gross IRRs are net of management fees, carried interest and expenses charged to the underlying private equity funds, in the case of primary and secondary funds, but gross of Adams Street Partners’ management fees and carried interest, which reduce returns to investors. Net IRRs are net of Adams Street Partners’ management fees, carried interest and expenses as well as net of management fees, carried interest and expenses charged to the underlying private equity funds (in the case of primary and secondary funds). Capital-weighted annualized returns from inception through quarter end. There can be no guarantee that unrealized investments will ultimately be liquidated at the values reflected in this return data. Each Brinson Partnership Subscription includes fund allocations made within a series of pooled investment vehicles. Performance for vintage years later than 2014 is not shown because performance early in a fund’s life is not generally meaningful due to fee drag and immature investments. Past performance is not a guarantee of future results.

*Public Market Equivalent (PME) is calculated using the S&P 500 Index for Brinson Partnership Subscription, US Funds and Direct Funds; MSCI EAFE (Europe, Australasia, Far East) for Non-US and Non-US Developed Funds; MSCI Emerging for Emerging Markets Funds; and MSCI All Country World for Global Funds. The PME calculation is based on the Net IRR cash flows which reflects the payments of fees, carried interest and expenses.

^ During some periods in which Adams Street Partners investments outperformed the benchmark by a substantial margin, PME could not be calculated because the tracking position in the underlying benchmark index would have resulted in a short position. In these cases, the PME is calculated using the “Direct Alpha” PME methodology (Gredil, Griffiths, Stucke, “Benchmarking Private Equity: The Direct Alpha Method,” 2014). Mathematically, Direct Alpha PME is equal to the IRR of the future value of the cash flows underlying the IRR calculation, where future value is based on the return of the benchmark index, less the IRR of the actual value of the cash flows.

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MASTER PAGE NO. 169 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Notes to Performance: ASP Secondary Value Proposition As of September 30, 2016

1. Since inception in 1986 when Adams Street Partners made its first secondary investment. Data on this page includes all secondary private equity fund investments (including interests purchased pursuant to a right of first refusal) in all funds or other portfolios over which Adams Street Partners exercises investment discretion (including separate accounts no longer with Adams Street Partners), with the exception of transactions that did not fit the investment criteria of Adams Street’s dedicated secondary funds or annual Global Fund program.

2. TVPI, often referred to as “multiple,” means the ratio of the total value of the investment (distributions to investors plus current net asset value) to the paid-in capital. TVPI and IRR (internal rate of return) reflect composite performance of all secondary investments as described in footnote 1; they do not represent performance of any particular Adams Street Partners fund or any investor in an Adams Street Partners fund. Net of fees, carried interest and expenses charged to the underlying private equity funds, but gross of Adams Street Partners’ fees, carried interest and expenses, which reduce returns to investors. See “Long and Consistent Record of Success” in this presentation for net performance of Adams Street Partners’ secondary funds and secondary portions of other portfolios.

3. Public Market Equivalent (PME) is calculated using MSCI All Country World Index. PME is calculated by replicating the actual cash flows from the private equity investment in a hypothetical tracking position in the public market index. Shares of the tracking position are purchased (sold) in transaction amounts corresponding to the amount of capital calls (distributions) of the private equity investment. PME is the IRR of the investment in the tracking position. During some periods in which Adams Street Partners investments outperformed the benchmark by a substantial margin, PME could not be calculated because the tracking position in the underlying benchmark index would have resulted in a short position. In these cases (indicated with the symbol ^), the PME is calculated using the “Direct Alpha” PME methodology (Gredil, Griffiths, Stucke, “Benchmarking Private Equity: The Direct Alpha Method,” 2014). Mathematically, Direct Alpha PME is equal to the IRR of the future value of the cash flows underlying the IRR calculation, where future value is based on the return of the benchmark index, less the IRR of the actual value of the cash flows.

4. Refers to aggregate capital invested in, and aggregate capital distributed back to LPs from, all secondary investments as described in footnote 1.

5. Composite performance of all 2015 and 2016 vintage year secondary private equity fund investments (including interests purchased pursuant to a right of first refusal) in all funds or other portfolios over which Adams Street Partners exercises investment discretion (including separate accounts no longer with Adams Street Partners), with the exception of transactions that did not fit the investment criteria of Adams Street’s dedicated secondary funds or annual Global Fund program. The IRR does not represent returns achieved by any particular Adams Street Partners fund or any investor in an Adams Street Partners fund. The IRR is net of fees, carried interest and expenses charged to the underlying private equity funds, but is gross of Adams Street Partners’ fees, carried interest and expenses, which reduce returns to investors. For net performance of Adams Street Partners’ secondary funds and secondary portions of other portfolios, see the “Long and Consistent Record of Success” chart in this presentation. For additional vintage year performance of Adams Street Partners’ secondary investments, see “Vintage-Year Performance All Secondary Investments” in this presentation. Performance early in the life of a secondary investment may not be indicative of future performance due to a pricing premium or discount.

Past performance is not a guarantee of future results. There can be no guarantee that unrealized investments will ultimately be liquidated at the values reflected in this return data.

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MASTER PAGE NO. 170 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Vintage-Year Performance All Secondary Investments1 As of September 30, 2016

Cumulative Internal Rate of Return 2

PME Adams Street Partners TVPI4 DPI5 (MSCI All Country World)3 1986 14.27%* 12.14%* 2.03 2.03 1987 12.72% 9.98%* 1.67 1.67 1988 8.94% 8.99% 1.68 1.68 1989 15.88% 7.01%* 1.99 1.99 1990 29.27% 12.04%* 2.19 2.19 1991 31.88% 13.34%* 2.32 2.32 1992 40.30% 25.05%* 2.06 2.06 1993 57.36% 13.88%* 2.30 2.3 1994 17.55% 13.03%* 1.61 1.61 1996 22.97% 12.13%* 1.72 1.72 1998 17.18% 1.58%* 1.88 1.88 2001 35.43% -10.55%* 1.59 1.59 2002 21.32% 14.28%* 1.99 1.90 2003 27.63% 14.95%* 2.24 2.22 2004 34.83% 15.04%* 1.86 1.82 2005 42.24% 11.06%* 2.41 2.33 2006 7.23% 3.54%* 1.28 1.18 2007 6.60% -1.64%* 1.29 1.21 2008 8.24% 4.32%* 1.40 1.23 2009 29.58% 16.46%* 2.33 1.76 2010 21.88% 8.86%* 1.87 1.42 2011 15.85% 9.24% 1.62 0.98 2012 13.09% 10.90% 1.36 0.93 2013 1.71% 6.82% 1.03 0.58 2014 0.88% 1.64% 1.01 0.42 2015 20.50% 2.81% 1.22 0.38 2016 28.50%** 6.53%** 1.28 0.10

The pages entitled “Notes to Performance: All Secondary Investments” and “Long & Consistent Record of Success” included in this presentation are important components of this 44 performance data.

MASTER PAGE NO. 171 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Notes to Performance: Vintage Year Performance All Secondary Investments

1. This chart, in USD, shows composite performance by year of legal closing and transfer of assets of secondary investments (including interests purchased pursuant to a right of first refusal); it includes all secondary investments from 1986 through current period in all funds or other portfolios over which Adams Street Partners exercises investment discretion (including separate accounts no longer with Adams Street Partners), with the exception of transactions that did not fit the investment criteria of Adams Street’s dedicated secondary funds or annual Global Fund program. This chart does not present performance achieved by any particular Adams Street Partners fund or any investor in an Adams Street Partners fund. For net returns (which show the effect of Adams Street Partners fees, carried interest and expenses on Adams Street Partners fund returns to investors) of Adams Street Partners funds that invest primarily in secondary private equity interest (“Secondary Funds”) and net returns to investors from secondary investments made by Adams Street Partners in other funds and separate accounts (together with Secondary Funds, “Secondary Portfolios”), please see the “Long and Consistent Record of Success" chart in this presentation. Performance early in the life of a secondary investment may not be indicative of future performance due to a pricing premium or discount.

2. Capital-weighted annualized returns from inception through quarter end. IRRs (as well as TVPIs and DPIs) are net of fees, carried interest and expenses charged to the underlying private equity funds, but are gross of Adams Street Partners' fees, carried interest and expenses, which reduce returns to investors. Net returns are not calculated on a vintage year basis as no investor is allocated a single vintage year. For the effect of Adams Street Partners’ fees, carried interest and expenses on Adams Street Partners' Secondary Portfolios' returns to investors, please see the page entitled “Long and Consistent Record of Success" included in this presentation. There can be no guarantee that unrealized investments will ultimately be liquidated at the values reflected in this return data. These returns may not be linked.

3. Public Market Equivalent (PME) is calculated using MSCI All Country World Index. PME is calculated by replicating the actual cash flows from the private equity investment in a hypothetical tracking position in the public market index. Shares of the tracking position are purchased (sold) in transaction amounts corresponding to the amount of capital calls (distributions) of the private equity investment. PME is the IRR of the investment in the tracking position. During some periods in which Adams Street Partners investments outperformed the benchmark by a substantial margin, PME could not be calculated because the tracking position in the underlying benchmark index would have resulted in a short position. In these cases (indicated with the symbol ^), the PME is calculated using the “Direct Alpha” PME methodology (Gredil, Griffiths, Stucke, “Benchmarking Private Equity: The Direct Alpha Method,” 2014). Mathematically, Direct Alpha PME is equal to the IRR of the future value of the cash flows underlying the IRR calculation, where future value is based on the return of the benchmark index, less the IRR of the actual value of the cash flows.

4. TVPI, often referred to as “multiple,” means the ratio of the total value of the investment (distributions to investors plus current net asset value) to the paid-in capital (the amount investors have contributed to the fund).

5. DPI means the ratio of distributions to paid-in capital, or the amount a partnership has distributed to its investors relative to the total capital contribution to the fund.

Past performance is not a guarantee of future results.

* During some periods in which Adams Street Partners investments outperformed the benchmark by a substantial margin, PME could not be calculated because the tracking position in the underlying benchmark index would have resulted in a short position. In these cases, the PME is calculated using the “Direct Alpha” PME methodology (Gredil, Griffiths, Stucke, “Benchmarking Private Equity: The Direct Alpha Method,” 2014). Mathematically, Direct Alpha PME is equal to the IRR of the future value of the cash flows underlying the IRR calculation, where future value is based on the return of the benchmark index, less the IRR of the actual value of the cash flows.

** Change in value over amount invested. Internal rates of return are not calculated for funds less than one year old.

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MASTER PAGE NO. 172 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Co-Investment Track Record Data as of September 30, 2016

Invested Realized Total Investment Capital Proceeds Value Gross Gross Net Net Vehicle PME6 Period (millions) (millions) (millions) Multiple2 IRR3 Multiple4 IRR5

Co-Investments Outside of Separate Vehicles8 1989 – 2000 $41.8 $147.6 $147.6 3.53x 55.9% 3.03x 49.9% 19.6%7

2001 – 2010 $138.2 $239.7 $274.6 1.99x 15.8% 1.75x 12.7% 8.1%7

2011 – 1 $299.6 $143.4 $487.3 1.63x 33.7% 1.49x 26.8% 12.5%

Separate Account 1992 – 1998 $109.8 $269.6 $269.6 2.45x 27.6% 2.24x 24.9% 17.0%7

Adams Street Co-Investment Fund LP 2006 – 2011 $230.7 $322.5 $384.1 1.66x 7.5% 1.50x 5.7% 6.6%

Adams Street Co-Investment Fund II LP 2009 – 2015 $222.3 $295.7 $523.3 2.35x 35.8% 2.14x 27.5% 14.8%

Adams Street Co-Investment Fund III LP 2014 – 1 $143.7 $0.3 $157.4 1.10x N/M* N/M* N/M* N/M*

Realized / Partially Realized / Public $620.5 $1,381.8 $1,610.3 2.60x

Unrealized $565.6 $37.0 $633.6 1.12x

TOTAL $1,186.1 $1,418.8 $2,243.9 1.89x

*Not Meaningful 1. Investment period remains open. 2. Gross multiple represents the sum of estimated remaining fair value plus realized proceeds, divided by invested capital. Multiple is gross of Adam’s Street Partners’ management fees, carried interest and expenses. 3. Gross IRR represents annualized internal rate of return, since inception, at the portfolio company level, prior to deduction of Adams Street Partners’ management fees, carried interest or expenses. 4. Unless otherwise noted, net multiple represents the sum of estimated remaining fair value plus realized proceeds, divided by invested capital, and is net of Adams Street Partners’ management fees, carried interest and expenses. 5. Unless otherwise noted, net IRR represents annualized internal rate of return to limited partners, since inception, after subtracting Adams Street Partners’ management fees, carried interest and expenses, where applicable. 6. Public Market Equivalent (PME) is calculated using the S&P 500 Index. The PME calculation is based on net IRR cash flows, which reflect the payment of Adams Street Partners’ fees, carried interest and expenses. 7. During some periods in which Adams Street Partners investments outperformed the benchmark by a substantial margin, PME could not be calculated because the tracking position in the underlying benchmark index would have resulted in a short position. In these cases, the PME is calculated using the “Direct Alpha” PME methodology (Gredil, Griffiths, Stucke, “Benchmarking Private Equity: The Direct Alpha Method,” 2014). Mathematically, Direct Alpha PME is equal to the IRR of the future value of the cash flows underlying the IRR calculation, where future value is based on the return of the benchmark index, less the IRR of the actual value of the cash flows. 8. Reflects dollars invested in co-investments since 1989 by funds other than the above listed Separate Account and Adams Street Partners dedicated co-investment funds. This data reflects only aggregate performance of these co-investments and does not reflect performance of any particular Adams Street Partners fund or the performance achieved by an investor in any such fund. Gross IRR represents annualized internal rate of return, since inception, at the portfolio company level prior to deduction of Adams Street Partners’ management fees or carried interest. The net IRR and net multiple are calculated for the investment periods 1989-2000, 2001-2010 and 2011-September 30, 2016 using the assumption that each year bracket is a single fund charging the highest fees under a model fee structure that deducted management fees and carried interest based on the Adams Street Partners dedicated co-investment fund fee schedule. 46 Past performance is not indicative of future results. There can be no guarantee that unrealized investments included in this data will ultimately be liquidated at the values reflected therein.

MASTER PAGE NO. 173 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Jeffrey Diehl Managing Partner & Head of Investments, Chicago

■ Jeff is the Managing Partner and Head of Investments at Adams Street. He is responsible for each of Adams Street’s investment teams, including their processes and strategies. As a member of our Direct Venture Capital/Growth Equity Team, Jeff invests in venture and growth-oriented companies in the software, IT-enabled business services and consumer internet/media sectors.

■ Jeff serves on the Boards of Directors of Apto, BoomTown, cbanc Network, LogRhythm, Paylocity (NASDAQ: PCTY), Peerless Network, Q2ebanking EDUCATION: (NYSE: QTWO) and Sympoz. He is a Board Observer at Dolex, SnagAJob and Cornell University, with Spiceworks. His past investment include AMWINS (bought by New Mountain), distinction, BS Ancestry.com (NASDAQ: ACOM), CBeyond (NASDAQ: CBEY), Borderfree (NASDAQ: BRDR), Gevity HR (NASDAQ: GVHR), MagicJack (NASDAQ: Harvard University, MBA CALL), MxLogic (bought by McAfee), Stratavia (bought by Hewlett-Packard), TrendKite, TurnKey, and TicketsNow (bought by Ticketmaster). YEARS OF INVESTMENT/ OPERATIONAL EXPERIENCE: ■ Before joining in 2000, Jeff served as a Principal for The Parthenon Group, a 22 Boston-based strategy consulting and principal investing firm with Bain Consulting roots.

■ Jeff is the Chair of Adams Street Partner’s Portfolio Construction Committee, a member of the firm’s Executive Committee, and has served on the firm’s Strategic Advisory Committee for the last six years.

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MASTER PAGE NO. 174 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Kelly Meldrum, CFA Partner & Head of Primary Investments, Menlo Park

■ Kelly is a Partner and Head of Primary Investments. She is focused on the Global primary portfolio. Kelly is Chairperson of the Adams Street Partners Primary Investment Committee, and is a member of the Adams Street Partners Executive Committee. Kelly opened our Menlo Park office in 2006.

■ Kelly is currently responsible for many of Adams Street’s General Partners, including Accel, August, Benchmark, Berkshire and TA Associates.

EDUCATION: ■ Before joining Adams Street Partners in 2005, Kelly was the Director of Private Bentley College, BS Equity for the William and Flora Hewlett Foundation. She focused on the development and implementation of a high quality private equity fund YEARS OF INVESTMENT/ investment program. Prior to that, she worked as a senior investment analyst OPERATIONAL EXPERIENCE: with the Hewlett-Packard Corporation, where she managed a portfolio of 32 venture capital partnership interests and was responsible for the research and investment management of public equities in the high technology and energy sectors. Additional investment experience includes working with the venture capital group of Morgan Stanley & Company, Inc.

■ Kelly is a member of the CFA Institute and the CFA Society of San Francisco. Kelly is a Trustee of the Oregon Shakespeare Festival.

■ She sits on advisory boards for ten private equity firms within the Adams Street Partners portfolio.

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MASTER PAGE NO. 175 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET

Scott Hazen, CFA Partner, Chicago

■ Scott is a Partner and member of the Client Service team. He works closely with clients in the management of their portfolios, including providing assistance in the development and monitoring of their private equity programs. Additionally, he is actively involved in the portfolio construction and ongoing monitoring of the various fund of funds programs and separate accounts. Scott is also involved in the tracking and analysis of portfolio performance measurement and in the development of consultant relationships.

EDUCATION: ■ Prior to joining the Firm, Scott was an Executive Director and US Equity University of Notre Dame, Strategist with UBS Global Asset Management focusing on portfolio magna cum laude, BBA management and client communication responsibilities.

University of Chicago Booth ■ Prior to this, Scott was an Executive Director and Institutional Client Advisor School of Business, MBA with UBS Global Asset Management focusing on business development and client relationship management.

YEARS OF INVESTMENT/ OPERATIONAL EXPERIENCE: ■ Scott is a member of the CFA Institute and the CFA Society of Chicago. 25

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MASTER PAGE NO. 176 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Ventura County Employees’ Retirement Association May 1, 2017 CONFIDENTIAL – FOR THE EXCLUSIVE USE OF RECIPIENT

MASTER PAGE NO. 177 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Presenting to you today

Susan Long McAndrews, Partner (joined 2002, 22 years of private equity experience) Susan is a member of Pantheon’s Partnership Board and also leads Pantheon’s North American primary fund investment activity. Susan is a member of the International Investment Committee and the U.S. Regional Investment Committee. Prior to joining Pantheon, she was a principal at Capital Z Partners in Asia, where she was responsible for executing investments in private equity funds and in fund management companies. In addition, Susan was a director at Russell Investments from 1995 to 1998 in its private equity group. Susan received a BA from the University of North Carolina at Chapel Hill in International Studies and Economics and an MA from Stanford University in international policy studies. Susan is based in San Francisco. [email protected]

Francesco di Valmarana, Partner (joined 2008, 20 years of private equity experience) Francesco is a senior member of Pantheon's European investment team and a member of the European Investment Committee and the Co-investment Investment Committee. Francesco was previously with Unigestion, where he managed the firm’s global secondaries programme. Prior to Unigestion he was a partner and co-founder of the European venture capital firm DN Capital, having spent three years prior to that as part of the European investment team at Advent International. He has a BA in East Asian studies from Princeton University, and received an MBA from Insead. In addition to his native English and Italian, Francesco also speaks French. Francesco is based in London. [email protected]

Sprague Von Stroh, Principal (joined 2007, 10 years of private equity experience) Sprague focuses on client servicing and marketing efforts in North America. Previously, Sprague was an associate at Grosvenor Capital Management, L.P., a hedge fund of funds in Chicago. Prior to that, Sprague was an institutional sales associate at Fulcrum Global Partners, L.P., a sell-side research and brokerage firm in Chicago, where she worked on the sales and trading desk. Sprague held internship positions at Prudential Securities, Bourgeon Capital Management, LLC, and Fulcrum Global Partners, L.P. while attending Colgate University, where she received a BA in psychology with an emphasis in research. Sprague is based in San Francisco. [email protected]

2 MASTER PAGE NO. 178 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Agenda

1. Pantheon overview

2. Private equity proposal

3. Client service

4. Summary

3 MASTER PAGE NO. 179 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Pantheon overview

MASTER PAGE NO. 180 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Global private markets specialist

$35.2 billion managed for over 400 investors

$10.6 billion $20.7 billion $3.6 billion $2.1 billion committed to over committed to over committed to real committed to 340 secondary 595 primary assets and over 125 transactions investments infrastructure co-investments investments

Over 350 350 AGMs advisory board each year seats

AUM figure as of September 30, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function 5 MASTER PAGE NO. 181 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Global investment team

International Investment Committee

1982 LONDON Chris Meads 2007 Head of Investment NEW YORK 2014 SEOUL

1987 2014 Susan Long McAndrews SAN FRANCISCO BOGOTÁ Partner 1992 HONG KONG

Dennis McCrary Partner

The Americas Europe Asia Helen Steers 30 years 35 years 25 years Partner Ten U.S. funds Eight European funds Seven Asian funds US$19.3bn AUM1 US$8.1bn AUM1 US$3.9bn AUM1 Investment team: 30 Investment team 33 Investment team: 8 PE Experience: 276 years PE Experience: 353 years PE Experience: 98 years Elly Livingstone Languages: 9 Languages: 13 Languages: 4 Partner

As of April 1, 2017 1 As of September 30, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function. Excludes Global and RoW. 6 MASTER PAGE NO. 182 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Why Pantheon?

Expertise Access3 Performance

$35.2bn funds under management1 500+ GPs Consistent outperformance of public Over 30 years of experience 1,300+ funds markets over 25 years 71 investment professionals2 Pantheon holds over 350 advisory board Strong realized returns across market seats cycles Significant experience managing liquidity GP relationships built through primaries, in a closed end vehicle Since inception in 1987, PIP has secondaries and co-investments outperformed public markets by 400bps4

1 As of September 30, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function 2 As of April 1, 2017 3 Investments across all Pantheon platforms as of December 31, 2012 4 PIP stands for Pantheon International PLC, a publicly listed vehicle traded on the LSE. Performance is benchmarked against MSCI World TR (Sterling). MSCI World is on a total return basis and assumes re-investment of dividends, capital repayments and cash flows from warrants Past performance is not indicative of future results. Future performance is not guaranteed and loss of principal may occur 7 MASTER PAGE NO. 183 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Pantheon ownership

The senior team at Pantheon owns the firm, together with Affiliated Managers Group (“AMG”) AMG is well established in the asset management industry, listed on the New York Stock Exchange, with equity investments in over 25 leading boutique investment management firms with approximately US$730bn in AUM1, as at September 30, 2016

Pantheon’s Partnership Board

Kevin Albert Susan Long McAndrews Dennis McCrary Chris Meads Paul Ward Nate Dalton (AMG, Non Executive Director) Five Pantheon partners Operational management of the firm Succession planning, incentive structure and strategic oversight

Benefits of Partnership Structure

Pantheon retains: AMG assists: Equity ownership:

Operational autonomy Strategic Strategic & business input Alignment Long-term alignment of interest and Independence support stability Investment decision-making Succession planning Transfer between generations

1 Pro forma for a pending investment and investments which have since closed, in more than 500 investment products across a broad range of active, return-oriented strategies for institutional and retail clients around the world. 8 MASTER PAGE NO. 184 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Private equity proposal

9 MASTER PAGE NO. 185 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Why invest through a separate account?

Attractive fee structures 

10 MASTER PAGE NO. 186 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

VCERA separate account proposal

$135m committed annually to private equity

Aim to build NAV to reach and maintain 10% private equity target with commitments to: . Concentrated group of 30-35 top-tier private equity managers . Global primaries - target 60-80% . Global co-investments and secondaries – target 10-30%

Pantheon will collaborate with NEPC and VCERA staff to achieve optimal portfolio implementation

Help VCERA establish direct manager relationships to ensure on-going allocations to top funds

Complete, turnkey, end-to-end back office administration and reporting

The above summary is based on Pantheon’s understanding of VCERA’s requirements and is subject to further discussion. Nothing in this document constitutes an offer or solicitation to invest in a fund managed or advised by Pantheon or recommendation to purchase any security or service. Nothing contained in this document is intended to constitute legal, tax, securities or investment advice. 11 MASTER PAGE NO. 187 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

VCERA separate account proposal

Geography Stage Vintage

0- 10% 15-25% 15% 20% 15-25% 35-45% 50-60% 5-15% 20-30% 33% 32% 5-15% 10-20%

North America Europe Asia and ROW Mega Buyout Large Buyout 2017 2018 2019 2020 Growth Equity Venture Special Situations Small and Medium Buyout

The above summary is based on Pantheon’s understanding of VCERA’s requirements and is subject to further discussion. Nothing in this document constitutes an offer or solicitation to invest in a fund managed or advised by Pantheon or recommendation to purchase any security or service. Nothing contained in this document is intended to constitute legal, tax, securities or investment advice. 12 MASTER PAGE NO. 188 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Example 3-year investment roadmap

Ventura County FUNDS BY STAGE Buyout Growth Special Situations Venture Small and Medium Large Mega

Fund 1 Fund 10 Fund 16 Fund 17 Fund 18 Fund 22 $15.1 $12.9 $13.8 $13.2 $13.0 $4.2 2017 2017 2020 2017 2018 2017

Fund 2 Fund 11 Fund 19 Fund 23 $13.0 $14.1 $13.4 $4.1 2018 2017 2019 2017

Fund 3 Fund 12 Fund 20 Fund 24 $13.5 $13.4 $12.9 $4.0 2018 2018 2019 2018

Fund 4 Fund 13 Fund 21 Fund 25 $15.0 $13.7 $14.8 $4.0 2018 2018 2020 2018

Fund 5 Fund 14 Fund 26 $13.0 $14.1 $4.2 2018 2019 2019

Fund 6 Fund 15 Fund 27 $14.5 $13.7 $4.0 2019 2020 2019

Fund 7 Fund 28 $13.4 $4.1 2019 2019

Fund 8 Fund 29 $13.8 $4.0 2019 2020

Fund 9 Fund 30 $13.0 $4.0 2019 2020

Asia 5 Europe 4 Global 3 North America 18

13 MASTER PAGE NO. 189 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Illustrative NAV projection VCERA existing private equity program & proposed new commitments

Value US$m NAV Projection Assuming Commitments of US$135m Per Annum for 7 years

Legacy portfolio New Phase 10% NAV target NAV target - 5% growth

1,000

900

800

700

600

500 US$m 400

300

200

100

0 H2 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Methodology for incorporating legacy investments in this projection: For VCERA’s HarbourVest and Adams Street investments, we have used the information provided by VCERA (commitments, invested amounts, NAV, distributions), and applied this to cash flow projection models for an equivalent Pantheon fund. Note that this is purely indicative. General notes of cashflow forecasting: Please note that the assumptions regarding private equity cashflows are based on Pantheon’s opinion. The pattern and timing of cashflows in private equity are unpredictable and depend inter-alia on general economic conditions. There is a risk that if market conditions and or managers’ performance, both in private equity and other asset classes, are not in line with expectations, actual portfolio development may vary from the projections. This example, which is purely illustrative, is not intended to represent forecasts of performance and should not be used for that purpose. All projections, forecasts or related statements or expressions of opinion are forward looking statement. Pantheon can give no assurance that such expectations will prove to be correct and should not be regarded as a guarantee, prediction or definitive statement of fact or probability. Any projections or other information are hypothetical in nature, do not reflect actual investment results, are no guarantee of future results and loss of principal may occur. No model or simulation can predict the future or account for the range of probable or possible future outcomes. Past performance is not necessarily indicative of future results. Market and exchange rate movements may cause capital value to go down as well as up and investors may not get back the amount originally invested. VAT considerations have not been included in any modelling or cash flow forecasting. This is purely an illustrative proposal and does not represent an investment recommendation nor investment advice and therefore should not be relied upon as such. 14 MASTER PAGE NO. 190 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Fees

Average annual management fee of 14 basis points

Discounted secondaries and co-investments based on existing Pantheon commitments

Secondaries and co-investments lower the overall fee load of the program eliminating the double layer of fees

Strategy Fee Carried Interest Primaries 10bps on committed capital None Co-investments 75bps on committed capital 10% over an 8% preferred return Secondaries 75bps on committed capital 10% over an 8% preferred return

The above is based on commitments of $135m annually over 7 years with an 80% allocation to primaries and 20% allocation to co-investments and secondaries. Nothing in this document constitutes an offer or solicitation to invest in a fund managed or advised by Pantheon or recommendation to purchase any security or service. Nothing contained in this document is intended to constitute legal, tax, securities or investment advice. 15 MASTER PAGE NO. 191 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Why Pantheon?

Comprehensive Research-driven Integrated market coverage approach process

Outperformance1

Pantheon opinion. 1 Past performance is not indicative of future results. Future returns are not guaranteed, and a loss of principal may occur. 16 MASTER PAGE NO. 192 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Comprehensive market coverage

12,000 8,000+ Portfolio GPs companies 2 covered tracked3 1,100 $20bn Secondary Primary investments commitments1 screened4

Over 350 1,400 Advisory Primary board seats investments screened4

1 Source: Pantheon; Funds reviewed primary investments in our history 2 Source: Pantheon, Pantheon has data on more than 8,000 GPs in its proprietary database as at January 31, 2015 3 Source: Pantheon, as at July, 2016 4 Source; Pantheon; screened between 2012-2015 17 MASTER PAGE NO. 193 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Research drives investment strategy

Portfolio Investment Active portfolio construction strategy management

Roadmap construction Macro-economic Project Liquidity supported by research and strategy-based research Cash management study conclusions drives investment strategy Residual value study Diversification studies . U.S. manufacturing

. Global diversification . Emerging markets valuations . Fund diversification . Uplift study

Research & Investment Teams

The list above is an illustrative list of research materials produced by Pantheon 18 MASTER PAGE NO. 194 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Integrated global platform

Primary Co-investments investments (global) Knowledge sharing (regional) across teams GP assessment

Deal origination

Single Increased GP Valuation investment coverage expertise process Market knowledge

GP / fund knowledge

Global, integrated Secondaries solutions (global)

19 MASTER PAGE NO. 195 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Co-investment experience

1997 813 127 First co-investment Deals screened Deals completed

92 $2.3bn

GPs co-invested with Committed

All information as of September 30, 2016. 20 MASTER PAGE NO. 196 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Secondaries experience

5 $10.6bn 342 Global secondary Invested Deals funds

$400bn 29 $9.9bn

Screened deals Years investing Distributed to in secondaries investors

All figures are as of September 30, 2016. 21 MASTER PAGE NO. 197 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Long term track record of outperformance

Set forth below is Pantheon’s pro forma global primary performance, based upon the primary private equity investments of Pantheon’s different regional fund vehicles and separate account clients. Please note that this is hypothetical performance and no Pantheon fund or client has achieved the results in this hypothetical composite.

GlobalGlobal Access pro forma MSCI World PME 18% 16% 15.3% 14% 12% 10% 8.3% 8% 6% 4% 2% 0% Total 1993 - 2013

Data as of September 30, 2016 Note: Performance for both Access 2014 and Access 2016 is too early to be meaningful The measures for the pro forma performance of Global Composite Primary Performance include the primary investment results of different regional fund vehicles and separate account clients. So as to represent the period of time over which a Pantheon primary fund of funds may typically commit its capital, Pantheon has created nominal pools of capital, representing three-year time periods, each pool comprising the primary investments made during such period measured by date of first draw-down and weighted in line with the Pantheon Global Select 2017 strategic allocations. In compiling the underlying investment results, within regional and fund stage allocations, where possible, all underlying investments are weighted equally by vintage year and represent all primary fund commitments made by PEURO 91 pro forma, PEURO 94 pro forma, PEURO I―VII, PUSA I―IX, PASIA I―VI, PEAF VI, PEMF (Ex Asia) and Emerging Market Investments made by Pantheon on behalf of separate account clients from 1993 - 2013. The pro forma results presented herein do not represent actual historical results achieved by any investor, but instead reflect illustrative results. Pro forma results, such as those depicted above, have inherent limitations which are described more fully in “Limitations of Investment Performance Data and Pro Forma Data” in Section VIII “Risk Factors” of the PPM and as such should not be relied on as an indication of what actual performance would have been for the time period shown or may be in the future. Since 2016 Pantheon has made investments on behalf of investors in Pantheon Global Select 2016 although performance is too early to be meaningful. Net IRR. Net IRR is the annualized internal rate of return (“IRR”) as calculated for each of the pro forma pools described above based upon pro forma net monthly cash flows and pro forma residual NAV included in the last month. The measure presented is net of a pro forma management fee to Pantheon, assumed to be the rate with respect to Commingled Strategy Participants set forth in the Key Terms for the Program (i.e. an annual management fee of 55bps on aggregate capital commitments). Commencing on the eighth anniversary of the end of the first accounting period and in respect of each year following, the Management Fee is reduced to 90% of the amount paid in the previous year. Nominal net performance has been calculated without taking into account fund organizational and administrative expenses, which include expenses incurred in connection with the formation of and sale of Interests in the Fund, fees and expenses related to investment activity, and all fees and expenses related to the operation and administration of the Fund or of cash inefficiencies that may exist within the actual funds. The deduction of such fees would decrease returns. Prospective investors should note that the actual fee structures for the regional funds and separate account clients differed from that included in the pro forma presentation above and varied throughout the periods presented. Net IRRs for the regional funds are shown on pages 17, 20 and 23 of the PPM. Please refer to Section VIII “Risk Factors” for a discussion of relevant risks. MSCI World PME. The notional IRRs for the MSCI World Index were calculated using the Public Market Equivalent (PME) methodology, whereby the Pantheon net cashflows are hypothetically invested in the index, assuming zero cost. The MSCI World Index assumes reinvestment of all dividends after tax and is supplied by Bloomberg / MSCI. In considering the performance included above and throughout this Memorandum, prospective investors should bear in mind that past or expected performance is not necessarily indicative of future results and there can be no assurance that Global Select 2017 will achieve similar returns or that expected returns will actually be achieved. Past performance is not indicative of future results. Future returns are not guaranteed, and a loss of principal may occur. 22 MASTER PAGE NO. 198 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Client service

23 MASTER PAGE NO. 199 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Demonstrated capabilities in providing tailor made solutions

Select group of Full service at investors low cost We only establish An end to end separate accounts on a service with scale limited basis efficiencies

Longevity Coverage of the People are key entire PE & Infra / Started as an We leverage resources RA universe and offer dedicated Synergies across advisor in 1983 local CS support the Pantheon platform

Knowledge Customized sharing portfolio construction We employ a Dedicated and partnership independent portfolio approach construction team

24 MASTER PAGE NO. 200 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Partnering with U.S. public pensions since 1998

Public Plan separate account investors1 Funds-of-funds investors2

San Francisco Employees’ Large Ohio Public Fire & Police Employees' Retirement System of Baltimore Retirement System Pension Plan California Teachers Association 1999 2010 Chicago Teachers Retirement Fund City of Miami Fire Fighters’ and Police Officers’ Ret. Trust City of Norwalk Employees' Pension Fund City of San Jose Police and Fire Retirement Plan State Universities Retirement Employer's Warehousemen System of Illinois Employment Retirement Plan of NEA 2002 Fairfax County Uniformed Retirement System Kansas City Public Schools Retirement System 1995 2000 2005 2010 2015 Kern County Employees' Retirement Association Louisiana School Employees Retirement System Louisiana State Employees' Retirement Systems Merced County Employees' Retirement Association 2004 Metro Government of Nashville and Davidson County Office of Hawaiian Affairs – State of Hawaii District of Columbia Ohio Highway Patrol ERS Retirement Board 2013 Public School Ret. System of the City of St. Louis Large Virginia Shands Healthcare Pension Plan Large Florida Public Pension Plan South Carolina Retirement Systems Pension Plan 2000 Tulare County Employees’ Retirement Association Illinois Municipal Ventura County Employees’ Retirement Association Retirement Fund Orange County Employees’ Retirement Association Pantheon currently manages 29 private equity separate accounts

1 This reflects all US public pension plans that are separate account investors. 2 This is a list of all US public pensions invested in Pantheon funds-of-funds who have given permission to Pantheon to disclose their names in marketing materials. Inclusion in either list does not indicate a client’s approval of Pantheon or it’s services. 25 MASTER PAGE NO. 201 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Dedicated San Francisco-based client engagement team

Sprague Von Stroh Susan Long McAndrews Principal Global client services team of 29, based in San Partner 10 years of private Francisco, New York, London, Hong Kong and 22 years of private equity experience equity experience Seoul offices

Marissa O’Meally Teresa Basile Timely and effective communication, reporting, Analyst Associate problem-solving 17 years of private 1 year of private equity experience equity experience Cash flow modelling and strategy reviews

Regular update meetings

Industry forums and thought pieces

Secure client site

As of April 1, 2017 26 MASTER PAGE NO. 202 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Large 22-person San Francisco-based investment team

Susan Long McAndrews Dennis McCrary Brian Buenneke Matt Garfunkle Partner Partner Partner Partner 22 years of private 23 years of private 20 years of private 19 years of private equity experience equity experience equity experience equity experience

Jeff Miller Kathryn Leaf Wilmes Evan Corley Kevin Dunwoodie Partner Partner Partner Principal 13 years of private 18 years of private 13 years of private 11 years of private equity experience equity experience equity experience equity experience

Alexander Morgan Sara Lonergan Cecile Ross Samayita Das Principal Principal Vice President Vice President 12 years of private 11 years of private 10 years of private 6 years of private equity experience equity experience equity experience equity experience

Dinesh Ramasamy Andrew Sherriff Bin Wong Mark Etchin Vice President Vice President Vice President Senior Associate 1 year of private 10 years of private 10 years of private 6 years of private equity experience equity experience equity experience equity experience

Haley Carstensen Logan Harper Jay Thakker Cullen Wilson Associate Associate Vice President Associate 3 years of private 1 year of private 1 year of private 3 years of private equity experience equity experience equity experience equity experience

Jack Farr Calvert Bauer Analyst Analyst 2 year of private 2 years of private equity experience equity experience

As of April 1, 2017 27 MASTER PAGE NO. 203 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Establishing a strategic partnership

1. Discretionary, non-discretionary or hybrid 1.Identify end result account?

2. Review of existing 2. Diversification and cash flow review holdings

3. Target return. Risk appetite. Portfolio fit. 3. Set objectives Identify favourable biases Identify sensitivities

4. Assess risk 4. Strategic diversification Pace of investment and plan for cash flows, Risk governance Factor Model

5. Construct portfolio 5. Model portfolio “roadmap” bespoke to LP composition requirements

Assume transparency and integrity at all times

28 MASTER PAGE NO. 204 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Flexible structure options

Option 1 – Investment Agreement (“IA”) Option 2 – Separate Account Vehicle

Client Investment Pantheon Client Agreement

(Sole third party investor) Management Agreement Pantheon Separate Account Vehicle Partnership Investments Pooled vehicles

Manager Manager Manager Manager Manager Manager Secondary Co-investment Secondary Co-investment 1 2 3 1 2 3

Partnership Investments Pooled vehicles Pros: Pros: Can be discretionary or non-discretionary Separate account vehicle provides potential for additional layer of limited The client (or its custodian) owns assets directly liability protection to the client (depending on governance / degree of client The client has direct control over cash flows involvement) Easier to accommodate smaller investments Single report for audit and tax purposes Cons: No consolidated audit / tax reports for the portfolio, although Pantheon would produce investment adviser reports. Cons: Separate account vehicle holds cash balances to fund capital calls putting slight drag on performance Set up costs can be more expensive vs. an IMA

29 MASTER PAGE NO. 205 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Complete, turnkey, end-to-end back office service & administration

1 2 3 4 Investment Data collection, Establish legal Management of structure and expertise – portfolio management and construction, DD, capital calls and reconciliation set-up vehicle distributions administration introductions to (fees & expenses) new GPs 5

Valuation and fund accounting 9 8 7 6 Regular updates Risk management Monitoring and Ongoing education from VCERA’s – portfolio and fund reporting on a 4and research dedicated client risk assessment, consolidated basis service team analysis and (fee and expense reporting reporting)

30 MASTER PAGE NO. 206 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

We focus on knowledge transfer & transparency

Pantheon has a history of knowledge transfer Partnership with VCERA Tailored training programs for VCERA staff Regular meetings with Susan Long McAndrews and trustees to set investment strategy, develop investment roadmap and monitor progress against . Due diligence techniques objectives . Legal and operational due diligence Quarterly pipeline calls to discuss upcoming . Key industry trends commitments (VCERA can maintain a veto . Post-investment monitoring right)

. Fee disclosure (ILPA, AB 2833) Introductions and meetings with GPs . Risk management Bi-annual portfolio reviews . Valuation processes Presentations to VCERA board Access to Pantheon’s senior investment and research professionals to discuss key Annual investor meeting, events and seminars trends in PE and sector overviews Full administrative and operational support

31 MASTER PAGE NO. 207 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

Summary

32 MASTER PAGE NO. 208 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

VCERA & Pantheon: A strategic partnership

VCERA would VCERA is a make an ideal, valued existing strategic private investor equity partner

Tailored End-to-end Ability to access Focus on Long term portfolio service with high performing alignment and outperformance construction dedicated PE managers transparency of over globally and delivery Pantheon 1 team 700bps

1As at September 30th 2016. Outperformance based on pro-forma net IRR of 15.3% % vs MSCI World PME 8.3%. . Past performance is not necessarily indicative of future results. Future performance is not guaranteed and loss of principal may occur. See slide 22 for full notes. 33 MASTER PAGE NO. 209 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

U.S. Disclosure

This document and the information contained herein is the proprietary information of Pantheon; it may not be reproduced, provided or disclosed to others, without the prior written permission of Pantheon. Pantheon is comprised of operating entities principally based in San Francisco, New York, London and Hong Kong. Pantheon Ventures Inc. and Pantheon Ventures (US) LP are registered as investment advisers with the U.S. Securities and Exchange Commission. Pantheon Ventures (UK) LLP is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom. Pantheon Ventures (HK) LLP is regulated by the Securities and Futures Commission in Hong Kong. This material has been prepared by Pantheon and is distributed by Pantheon Securities LLC, which is registered as a broker-dealer with the U.S. Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). The registrations and memberships described above in no way imply that the SEC, FINRA or SIPC have endorsed any of the referenced entities, their products or services, or this material. The information in this material is for illustration and discussion purposes only. Nothing in this document constitutes an offer or solicitation to invest in a fund managed or advised by Pantheon or recommendation to purchase any security or service. The information contained in this document has been provided as a general market commentary only and does not constitute any form of legal, tax, securities or investment advice. It does not take into account the financial objectives, situation or needs of any persons, which are necessary considerations before making any investment decision. This material is qualified in its entirety by the information contained in any investment product’s offering documents, including any prospectus or other offering memorandum related thereto (collectively, a “Prospectus”) and any governing document of such product. Any offer or solicitation of an investment in an investment product may be made only by delivery of the investment product’s Prospectus to qualified investors. Prospective investors should rely solely on the Prospectus and governing documents of any investment product in making any investment decision. The Prospectus contains important information, including, among other information, a description of an investment product’s risks, investment program, fees and expenses, and should be read carefully before any investment decision is made. An investment in an investment product is not suitable for all investors. Unless stated otherwise all views expressed herein represent Pantheon’s opinion. The general opinions and information contained in this publication should not be acted or relied upon by any person without obtaining specific and relevant legal, tax, securities or investment advice. The research data included in this publication is based upon information derived from public sources that are believed by Pantheon to be reliable, but Pantheon does not guarantee their accuracy or completeness. Pantheon does not undertake to update this document, and the information and views discussed may change without notice. Legal, accounting and tax restrictions, transaction costs and changes to any assumptions may significantly affect the economics and results of any transaction or investment. In addition, past performance is not indicative of future results. Future performance is not guaranteed and a loss of principal may occur. Market and exchange rate movements may cause the capital value of investments, and the income from them, to go down as well as up and the investor may not get back the amount originally invested. This presentation may include “forward-looking statements”. All forecasts or related statements or expressions of opinion are forward-looking statements. Although Pantheon believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct, and such forward-looking statements should not be regarded as a guarantee, prediction or definitive statement of fact or probability. Portfolio, volatility or return targets or objectives, if any, are used solely for illustration, measurement or comparison purposes and as an aid or guideline for prospective investors to evaluate a particular investment product’s strategies, volatility and accompanying information. Such targets or objectives reflect subjective determinations of an Investment Manager based on a variety of factors including, among others, the investment product’s investment strategy and prior performance (if any), volatility measures, portfolio characteristics and risk, and market conditions. Volatility and performance will fluctuate, including over short periods, and should be evaluated over the time period indicated and not over shorter periods. Performance targets or objectives should not be relied upon as an indication of actual or projected future performance. Actual volatility and returns will depend on a variety of factors including overall market conditions and the ability of an Investment Manager to implement an investment product’s investment process, investment objectives and risk management. Potential Investment program risks Fund of Funds invest in private equity funds. In general, alternative investments such as private equity or infrastructure involve a high degree of risk, including potential loss of principal invested. These investments can be highly illiquid, charge higher fees than other investments, and typically do not grow at an even rate of return and may decline in value. These investments are not subject to the same regulatory requirements as registered investment products. > A private fund investment involves a high degree of risk. As such investments are speculative, subject to high return volatility and will be illiquid on a long term basis. Investors may lose their entire investment. > Private equity fund managers typically take several years to invest a fund’s capital. Investors will not realize the full potential benefits of the investment in the near term, and there will likely be little or no near-term cash flow distributed by the fund during the commitment period. Interests may not be transferred, assigned or otherwise disposed of without the prior written consent of the manager. > Private equity funds are subject to significant fees and expenses, typically, management fees and a 20% carried interest in the net profits generated by the fund and paid to the general partner/manager or an affiliate thereof. Private fund investments are affected by complex tax considerations.

34 MASTER PAGE NO. 210 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

U.S. Disclosure continued

> Private equity funds may make a limited number of investments. These investments involve a high degree of risk. In addition, funds may make minority investments where the fund may not be able to protect its investment or control, or influence effectively the business or affairs of the underlying investment. The performance of a fund may be substantially adversely affected by a single investment. Private fund investments are less transparent than public investments and private fund investors are afforded fewer regulatory protections than investors in registered public securities. > Private equity fund investors are subject to periodic capital calls. Failure to make required capital contributions when due will cause severe consequences to the investor, including possible forfeiture of all investments in the fund made to date. > Governing investment documents or the related Prospectus or the managed account agreement, as the case may be, are not reviewed or approved by federal or state regulators and privately placed interests are not federally or state registered. > Fees and expenses – which may be substantial regardless of any positive return – will offset an investment product’s profits. If an investment product’s investments are not successful, these payments and expenses may, over a period of time, deplete the net asset value of the investment product. > Managers/advisors and their affiliates may be subject to various potential and actual conflicts of interest. > An Investment Product may employ investment strategies or techniques aimed to reduce the risk of loss which may not be successful. Description of commonly used indices This list may not represent all indices used in this material. MSCI World Index is a free float‐adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 23 developed market country indexes: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. S&P 500 Index is a widely recognized gauge of the U.S. equities market. This index is an unmanaged capitalization-weighted index consisting of 500 of the largest capitalization U.S. common stocks. The returns of the S&P 500 include the reinvestment of dividends. MSCI Europe Index is a free float‐adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe. The MSCI Europe Index consists of the following 15 developed market country indexes: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom. MSCI AC Asia Pacific Index captures large and mid-cap representation across 5 Developed Markets countries and 8 Emerging Markets countries in the Asia Pacific region. With 1,023 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. Developed Markets countries in the index include: Australia, Hong Kong, Japan, New Zealand and Singapore. Emerging Markets countries include: China, India, Indonesia, Korea, Malaysia, the Philippines, Taiwan and Thailand. MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The MSCI Emerging Markets Index consists of the following 23 emerging market country indexes: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. FTSE Europe Index is one of a range of indices designed to help investors benchmark their European investments. The index comprises Large and Mid-cap stocks providing coverage of the Developed markets in Europe. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world's investable market capitalization. MSCI US Index is designed to measure the performance of the large and mid-cap segments of the US market. With 630 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in the US. FTSE Asia-Pacific Index is part of a range of indices designed to help Asia Pacific investors to benchmark their investments. The index comprises Large (40%) and Mid (60%) Cap stocks providing coverage of 14 markets. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.

35 MASTER PAGE NO. 211 of 284 Disability Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - PANTHEON

U.S. Disclosure continued

FTSE All World Index is a market-capitalization weighted index representing the performance of the large and mid-cap stocks from the FTSE Global Equity Index Series and covers 90-95% of the investable market capitalization. The index covers Developed and Emerging markets and is suitable as the basis for investment products, such as funds, derivatives and exchange-traded funds. The Cambridge Associates U.S. Private Equity Index is based on data compiled from 970 U.S. private equity funds (buyout, growth equity, private equity, energy and mezzanine funds), including fully liquidated partnerships, formed between 1986 and 2010. The Cambridge Associates U.S. Private Equity Index has limitations (some of which are typical to other widely used indices) and cannot be used to predict performance of the Fund. These limitations include survivorship bias (the returns of the index may not be representative of all private equity funds in the universe because of the tendency of lower performing funds to leave the index); heterogeneity (not all private equity are alike or comparable to one another, and the index may not accurately reflect the performance of a described style); and limited data (many funds do not report to indices, and the index may omit funds, the inclusion of which might significantly affect the performance shown). Preqin’s database provides information on 6,339 active Private Equity funds from 2,099 different GPs with over $4.5tn combined fund size. Important information regarding: Opening a new “Account” To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each customer who opens an account. What this means for you: When you open an account, Pantheon may ask for documents or information related to your principal place of business, local office or other physical location; taxpayer identification number; and other documents demonstrating your lawful existence such as certified articles of incorporation, a government-issued business license, a partnership agreement, or a trust instrument, and other identifying documents. Pantheon has taken reasonable care to ensure that the information contained in this document is accurate at the date of publication. However, no warranty or guarantee (express or implied) is given by Pantheon as to the accuracy of the information in this document, and to the extent permitted by applicable law, Pantheon specifically disclaims any liability for errors, inaccuracies or omissions in this document and for any loss or damage resulting from its use. Any reference to the title of “Partner” in these materials refers to such person’s capacity as a partner of Pantheon Ventures (UK) LLP. In addition, any reference to the title of “Partner” for persons located in the United States refers to such person’s capacity as a limited partner of Pantheon Ventures (US) LP. Distribution of this material may be restricted in certain jurisdictions. This material is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. The above summary is not a complete list of the risks, tax considerations and other important disclosures involved in investing in an investment product and is subject to the more complete disclosures in such investment product’s Prospectus and/or managed account agreement, and/or governing documents of any investment product which must be reviewed carefully prior to making any investment in such Investment Product. Pantheon Securities LLC, Member FINRA, SIPC. Copyright © Pantheon 2017. All rights reserved.

PVL 8187

36 MASTER PAGE NO. 212 of 284 Disability Meeting Agenda - VI.A. NEW BUSINESS - CONSIDERATION OF QUIET PERIOD

VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

1190 South Victoria Avenue, Suite 200 Ventura, CA 93003-6572 (805) 339-4250  Fax: (805) 339-4269 http://www.ventura.org/vcera

May 1, 2017

Board of Retirement Ventura County Employee Retirement Association 1190 South Victoria Avenue Ventura, CA 93003

SUBJECT: CONSIDERATION OF QUIET PERIOD PER TRUSTEE COMMUNICATIONS POLICY

Dear Board Members,

VCERA’s current Trustee Communication Policy provides that the Board may institute a “quiet period” when the Board initiates a search process that may result in the appointment of a new service provider or in the expansion of its relationship with an existing service provider.

The Board is scheduled to hear presentations from 4 investment managers at the May 1st meeting. These managers are Abbott, HarbourVest, Adams Street and Pantheon. The meeting will take place shortly before several trustees will be attending the SACRS conference which will also be attended by a good number of investment managers.

To ensure compliance with the Trustee Communication Policy, staff recommends consideration of a quiet period for these 4 managers if one of these firms is not selected prior to the SACRS Spring Conference. If the Board chooses to initiate such a quiet period, it must take action to do so. The quiet period will cease when a service provider has been appointed by the Board or the search process is otherwise ended, or if the Board ends the quiet period by later action.

VCERA staff will be pleased to respond to any questions on this matter at May 1, 2017 meeting.

Sincerely,

Linda Webb Retirement Administrator

MASTER PAGE NO. 213 of 284 Disability Meeting Agenda - VI.A. NEW BUSINESS - CONSIDERATION OF QUIET PERIOD

VCERA Trustee Communications Policy 12) The Retirement Administrator shall ensure that all information requested by individual trustees is made available to the entire Board. Trustees shall share any significant information pertinent to the affairs of VCERA with the Retirement Administrator in a timely manner. Similarly, the Retirement Administrator shall make every effort to ensure that all relevant and pertinent information is disclosed to all trustees in a timely manner.

Trustee Communications With Retained Service Providers

13) In conjunction with the Service Provider Policy, the Board may institute a “quiet period” when:

a) The Board initiates a search process that may result in the appointment of a new service provider or in the expansion of its relationship with an existing service provider;

b) A current service provider is placed on an official “watch list” signifying that the service provider’s performance has fallen below expectations and warrants closer scrutiny; or

c) The Board deems it is in the best interest of VCERA to require that, for a limited period of time, communications between trustees and specified service providers be restricted to Board and committee meetings only.

14) The initiation of a quiet period will be recorded in the minutes of the Board meeting at which it occurred.

15) During quiet periods, trustees shall neither communicate with the specified service providers, except during Board or committee meetings, nor accept meals, travel, hotel, or other gifts from the specified service providers.

16) A quiet period will cease:

a) when a service provider has been appointed by the Board or the search process is otherwise ended; or

b) when a service provider on an official “watch list,” which has had a quiet period implemented, is subsequently removed from the watch list; or

c) when the quiet period is ended by action of the Board; or

d) when otherwise determined by action of the Board.

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MASTER PAGE NO. 214 of 284 Disability Meeting Agenda - VI.B. NEW BUSINESS - ADMINISTRATORS QUARTERLY REPORT

April 20, 2017

Board of Retirement Ventura County Employees’ Retirement Association 1190 South Victoria Avenue, Suite 200 Ventura, CA 93003

SUBJECT: QUARTERLY RETIREMENT ADMINISTRATOR’S REPORT FOR THE PERIOD OF JANUARY – MARCH 2017

Dear Board Members:

In compliance with VCERA’s Monitoring & Reporting Policy, this report will include information regarding travel, training, key meetings and media communications, as well as other key issues for January through March of 2017.

General The first quarter of the 2017 calendar year was eventful in a number of areas. Staff continued a dialogue with County HR on market-based premium pay (MBPP) and the Auditor-Controller staff on access to the breakdown of pay items in VCHRP. With the A-C’s office, VCERA staff is now meeting with the A-C team periodically to review transmittal issues to accelerate the resolution of outstanding items.

Vitech completed its remediation of defects identified prior to Go-Live, and staff is testing the last of the remediations.

Staff reviewed the latest actuarial valuation with Segal and responded to stakeholder feedback and questions.

The website redesign made considerable progress, with a new design approved and content is being updated and migrated to the developing new site. The first quarter also saw an upgrade to the Board room audio system, which seems to be a marked improvement.

Travel & Training I attended the CALAPRS General Assembly in early March, and of particular value was a panel discussion on disability procedures and a group discussion with other administrators.

MASTER PAGE NO. 215 of 284 Disability Meeting Agenda - VI.B. NEW BUSINESS - ADMINISTRATORS QUARTERLY REPORT

April 2017 RA Quarterly Report Page 2 of 2

Board/Policy/Compliance Work has begun on the implementation of IRS model regulations in V3. Staff worked with Hanson Bridgett to prepare a Resolution to reinforce the Plan’s treatment of differential wage payments.

Media Staff provided considerable background information to the Ventura County Star for an article on the impact of PEPRA.

Key Meetings In addition to internal meetings on the topics already described, I met with new trustee Ed McCombs to provide an orientation. Other executive staff met with him individually as well.

Please contact me with any questions about the information in this report.

Sincerely,

Linda Webb Retirement Administrator

MASTER PAGE NO. 216 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

Ventura County Employees’ Retirement Association Governmental Accounting Standard (GAS) 68 Actuarial Valuation Based on June 30, 2016 Measurement Date For Employer Reporting as of June 30, 2017

This report has been prepared at the request of the Board of Retirement to assist the sponsors of the Fund in preparing their financial report for their liabilities associated with the VCERA pension plan. This valuation report may not otherwise be copied or reproduced in any form without the consent of the Board of Retirement and may only be provided to other parties in its entirety. The measurements shown in this actuarial valuation may not be applicable for other purposes. Copyright © 2017 by The Segal Group, Inc. All rights reserved.

5468999v5/05325.009

MASTER PAGE NO. 217 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

100 Montgomery Street Suite 500 San Francisco, CA 94104-4308 T 415.263.8200 www.segalco.com

April 19, 2017

Board of Retirement Ventura County Employees’ Retirement Association 1190 S. Victoria Avenue, Suite 200 Ventura, CA 93003-6572 Dear Board Members: We are pleased to submit this Governmental Accounting Standard (GAS) 68 Actuarial Valuation based on June 30, 2016 measurement date for employer reporting as of June 30, 2017. It contains various information that will need to be disclosed in order for Ventura County Employees’ Retirement Association (VCERA) employers to comply with GAS 68. This report was prepared in accordance with generally accepted actuarial principles and practices at the request of the Board to assist the sponsors in preparing their financial report for the pension plan. The census and financial information on which our calculations were based was provided by Ventura County Employees’ Retirement Association (VCERA). That assistance is gratefully acknowledged. The measurements shown in this actuarial valuation may not be applicable for other purposes. Future actuarial measurements may differ significantly from the current measurements presented in this report due to factors such as the following: plan experience differing from that anticipated by the economic or demographic assumptions; changes in economic or demographic assumptions; and changes in plan provisions or applicable law. The actuarial calculations were completed under the supervision of John Monroe, ASA, MAAA, Enrolled Actuary. We are members of the American Academy of Actuaries and we meet the Qualification Standards of the American Academy of Actuaries to render the actuarial opinion herein. To the best of our knowledge, the information supplied in the actuarial valuation is complete and accurate. Further, in our opinion, the assumptions as approved by the Board are reasonably related to the experience of and expectations for VCERA. We look forward to reviewing this report with you and to answering any questions. Sincerely,

Segal Consulting, a Member of The Segal Group, Inc.

By: Paul Angelo, FSA, MAAA, FCA, EA John Monroe, ASA, MAAA, EA Senior Vice President and Actuary Vice President and Actuary

AW/jl 5468999v5/05325.009

MASTER PAGE NO. 218 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1 SECTION 2 SECTION 2 (CONTINUED) SECTION 3

ACTUARIAL ASSUMPTIONS VALUATION SUMMARY GAS 68 INFORMATION AND METHODS AND APPENDICES

Purpose ...... i EXHIBIT 1 EXHIBIT 8 Actuarial Assumptions and General Information – “Financial Pension Expense ...... 14 Methods ...... 39 General Observations on GAS 68 Statements”, Note Disclosures and Actuarial Valuation ...... i EXHIBIT 9 Appendix A Required Supplementary Deferred Outflows of Resources Calculation of Discount Rate Significant Issues in Valuation Information for a Cost-Sharing and Deferred Inflows of as of June 30, 2016 ...... 48 Year...... ii Pension Plan ...... 1 Resources ...... 19 Appendix B Summary of Key Valuation EXHIBIT 2 EXHIBIT 10 Glossary of Terms ...... 50 Results ...... iv Net Pension Liability ...... 4 Schedule of Proportionate Share

Important Information about EXHIBIT 3 of the Net Pension Liability ...... 25 Actuarial Valuations ...... v Target Asset Allocation ...... 6 EXHIBIT 11 EXHIBIT 4 Schedule of Reconciliation of Net Discount Rate Sensitivity ...... 8 Pension Liability ...... 30 EXHIBIT 5 EXHIBIT 12 Schedule of Changes in Net Schedule of Recognition of Pension Liability – Last Two Changes in Total Net Pension Fiscal Years ...... 9 Liability ...... 35 EXHIBIT 6 EXHIBIT 13 Schedule of Employer Allocation of Changes in Total Contributions – Last Ten Fiscal Net Pension Liability ...... 37 Years ...... 10 EXHIBIT 7 Determination of Proportionate Share ...... 12

MASTER PAGE NO. 219 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1: Valuation Summary for Ventura County Employees’ Retirement Association

Purpose This report has been prepared by Segal Consulting to present certain disclosure information required by Governmental Accounting Standard (GAS) 68 as of June 30, 2017. The results used in preparing this GAS 68 report are comparable to those used in preparing the Governmental Accounting Standard (GAS) 67 report for the plan based on a reporting date and a measurement date as of June 30, 2016. This valuation is based on:  The benefit provisions of VCERA, as administered by the Board;  The characteristics of covered active members, terminated vested members, and retired members and beneficiaries as of June 30, 2015, provided by VCERA;  The assets of the Plan as of June 30, 2016, provided by VCERA;  Economic assumptions regarding future salary increases and investment earnings; and  Other actuarial assumptions, regarding employee terminations, retirement, death, etc.

General Observations on GAS 68 Actuarial Valuation The following points should be considered when reviewing this GAS 68 report:  The Governmental Accounting Standards Board (GASB) rules only define pension liability and expense for financial reporting purposes, and do not apply to contribution amounts for actual pension funding purposes. Employers and plans can still develop and adopt funding policies under current practices.  When measuring pension liability GASB uses the same actuarial cost method (Entry Age method) and the same type of discount rate (expected return on assets) as VCERA uses for funding. This means that the Total Pension Liability (TPL) measure for financial reporting shown in this report is determined on generally the same basis as VCERA’s Actuarial Accrued Liability (AAL) measure for funding. We note that the same is generally true for the Normal Cost component of the annual plan cost for funding and financial reporting.  The TPL and the Plan’s Fiduciary Net Position include liabilities and assets held for the Supplemental Medical ($27.50) Reserve. The TPL only includes a liability up to the amount in the Supplemental Medical ($27.50) Reserve. This is because we understand that the Supplemental Medical ($27.50) benefit is a nonvested benefit and once the reserve is depleted no further benefits would need to be paid.

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MASTER PAGE NO. 220 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1: Valuation Summary for Ventura County Employees’ Retirement Association

 The Net Pension Liability (NPL) is equal to the difference between the TPL and the Plan’s Fiduciary Net Position. The Plan’s Fiduciary Net Position is equal to the market value of assets and therefore, the NPL measure is very similar to an Unfunded Actuarial Accrued Liability (UAAL) calculated on a market value basis.  For this report, the reporting dates for the employer are June 30, 2017 and 2016. The NPL was measured as of June 30, 2016 and 2015, respectively, and determined based upon rolling forward the TPL from actuarial valuations as of June 30, 2015 and 2014. The Plan’s Fiduciary Net Position (plan assets) was valued as of the measurement dates. In addition, any changes in actuarial assumptions or plan provisions that occurred between the valuation date and the measurement date have been reflected. Consistent with the provisions of GAS 68, the assets and liabilities measured as of June 30, 2016 and 2015 are not adjusted or rolled forward to June 30, 2017 and 2016 reporting dates, respectively.

Significant Issues in Valuation Year The following key findings were the result of this actuarial valuation:  The NPL increased from $855 million as of June 30, 2015 to $1,065 million as of June 30, 2016 primarily due to the 0.49% return on the market value of assets during 2015/2016 (that was less than the assumed return of 7.50%). Changes in these values during the last two fiscal years ending June 30, 2016 and 2015 can be found in Exhibit 5.  The discount rate used to determine the TPL and NPL as of June 30, 2016 was 7.50%, following the same assumption used by the Association in the pension funding valuation as of June 30, 2015. The detailed calculations of the discount rate of 7.50% used in calculation of the TPL and NPL as of June 30, 2016 can be found in Appendix A of Section 3. Various other information that is required to be disclosed can be found throughout Exhibits 1 through 13 in Section 2.  Based on discussions with VCERA and their auditors, starting with the June 30, 2016 measurement date for the plan and employers, employer paid member contributions are excluded from employer contributions in the determination of the amounts shown throughout Exhibits 1 through 13 in Section 2. This change has not been applied on a retroactive basis prior to the 2015/2016 fiscal year.  Results shown in this report exclude any employer contributions made after the measurement date of June 30, 2016. Employers should consult with their auditors to determine the deferred outflow that should be created for these contributions.

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MASTER PAGE NO. 221 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1: Valuation Summary for Ventura County Employees’ Retirement Association

 The Safety Tier has only one employer (County of Ventura), so all of the NPL for that tier is allocated to the County. For the other two tiers that have multiple employers, the NPL is allocated based on the actual compensation for each employer in that tier during 2015/2016. The steps we used are as follows: - Calculate ratio of employer's compensation to the total compensation for the tier. - Multiply this ratio by the NPL for the tier to determine the employer's proportionate share of the NPL for the tier. - If the employer is in several tiers, the employer’s total allocated NPL is the sum of its allocated NPL from each tier. - In this allocation, General Tier 1 and 2 are treated as one tier (combined) consistent with the determination of the Basic UAAL rate in the valuation. Proportionate share of total plan NPL is then the ratio of the employer’s total allocated NPL to the total NPL of all employers. The NPL allocation can be found in Exhibit 7 in Section 2.

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MASTER PAGE NO. 222 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1: Valuation Summary for Ventura County Employees’ Retirement Association

Summary of Key Valuation Results

Reporting Date for Employer under GAS 68 6/30/2017(1) 6/30/2016(2) Measurement Date for Employer under GAS 68 6/30/2016 6/30/2015 Disclosure elements for fiscal year ending June 30: 1. Service cost(3) $129,269,294 $124,407,916 2. Total Pension Liability 5,451,538,919 5,219,335,149 3. Plan’s Fiduciary Net Position 4,386,836,709 4,364,795,188 4. Net Pension Liability 1,064,702,210 854,539,961 5. Pension expense 169,628,017 89,563,576 Schedule of contributions for fiscal year ending June 30: 6. Actuarially determined contributions(4) $177,830,000 $173,269,000 7. Actual employer contributions 177,830,000 173,269,000 8. Contribution deficiency (excess) (6) – (7) 0 0 Demographic data for plan year ending June 30:(5) 9. Number of retired members and beneficiaries 6,539 6,338 10. Number of vested terminated members(6) 2,639 2,441 11. Number of active members 8,509 8,299 Key assumptions as of June 30: 12. Investment rate of return 7.50% 7.50% 13. Inflation rate 3.00% 3.00% 14. Projected salary increases(7) 4.00% - 11.50%, varying by 4.00% - 11.50%, varying by service, including inflation service, including inflation (1) The reporting date and measurement date for the plan are June 30, 2016. (2) The reporting date and measurement date for the plan are June 30, 2015. (3) Please note that service cost is always based on the previous year’s assumptions, meaning both the 2016 and 2015 values are based on the assumptions as of the preceding June 30. (4) Actuarially Determined Contributions exclude employer paid member contributions. (5) Data as of June 30, 2015 is used in the measurement of the TPL as of June 30, 2016. (6) Includes terminated members with member contributions on deposit. (7) Includes inflation at 3.00% plus real across-the-board salary increases of 0.50% plus merit and longevity increases that vary by service.

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MASTER PAGE NO. 223 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1: Valuation Summary for Ventura County Employees’ Retirement Association

Important Information about Actuarial Valuations An actuarial valuation is a budgeting tool with respect to the financing of future projected obligations of a pension plan. It is an estimated forecast – the actual long-term cost of the plan will be determined by the actual benefits and expenses paid and the actual investment experience of the plan. In order to prepare an actuarial valuation, Segal Consulting (“Segal”) relies on a number of input items. These include:  Plan of benefits Plan provisions define the rules that will be used to determine benefit payments, and those rules, or the interpretation of them, may change over time. It is important to keep Segal informed with respect to plan provisions and administrative procedures, and to review the plan description in this report (as well as the plan summary included in our funding valuation report) to confirm that Segal has correctly interpreted the plan of benefits.  Participant data An actuarial valuation for a plan is based on data provided to the actuary by VCERA. Segal does not audit such data for completeness or accuracy, other than reviewing it for obvious inconsistencies compared to prior data and other information that appears unreasonable. It is important for Segal to receive the best possible data and to be informed about any known incomplete or inaccurate data.  Assets This valuation is based on the market value of assets as of the valuation date, as provided by VCERA.  Actuarial assumptions In preparing an actuarial valuation, Segal projects the benefits to be paid to existing plan participants for the rest of their lives and the lives of their beneficiaries. This projection requires actuarial assumptions as to the probability of death, disability, withdrawal, and retirement of each participant for each year. In addition, the benefits projected to be paid for each of those events in each future year reflect actuarial assumptions as to salary increases and cost-of-living adjustments. The projected benefits are then discounted to a present value, based on the assumed rate of return that is expected to be achieved on the plan’s assets. There is a reasonable range for each assumption used in the projection and the results may vary materially based on which assumptions are selected. It is important for any user of an actuarial valuation to understand this concept. Actuarial assumptions are periodically reviewed to ensure that future valuations reflect emerging plan experience. While future changes in actuarial assumptions may have a significant impact on the reported results, that does not mean that the previous assumptions were unreasonable. The user of Segal’s actuarial valuation (or other actuarial calculations) should keep the following in mind:  The valuation is prepared at the request of the Board to assist the sponsors of the Fund in preparing items related to the pension plan in their financial reports. Segal is not responsible for the use or misuse of its report, particularly by any other party.

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MASTER PAGE NO. 224 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 1: Valuation Summary for Ventura County Employees’ Retirement Association

 An actuarial valuation is a measurement of the plan’s assets and liabilities at a specific date. Accordingly, except where otherwise noted, Segal did not perform an analysis of the potential range of future financial measures. The actual long-term cost of the plan will be determined by the actual benefits and expenses paid and the actual investment experience of the plan.  If VCERA is aware of any event or trend that was not considered in this valuation that may materially change the results of the valuation, Segal should be advised, so that we can evaluate it.  Segal does not provide investment, legal, accounting, or tax advice. Segal’s valuation is based on our understanding of applicable guidance in these areas and of the plan’s provisions, but they may be subject to alternative interpretations. The Board should look to their other advisors for expertise in these areas. As Segal Consulting has no discretionary authority with respect to the management or assets of VCERA, it is not a fiduciary in its capacity as actuaries and consultants with respect to VCERA.

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MASTER PAGE NO. 225 of 284 Disability Meeting Agenda - VI.C. NEW BUSINESS - GASB 68 ACTUARIAL VALUATION

SECTION 2: GAS 68 Information for the Ventura County Employees’ Retirement Association

EXHIBIT 1 General Information – “Financial Statements”, Note Disclosures and Required Supplementary Information for a Cost-Sharing Pension Plan

Plan Description Plan administration. The Ventura County Employees’ Retirement Association (VCERA) was established by the County of Ventura in 1947. VCERA is administered by the Board of Retirement and governed by the County Employees’ Retirement Law of 1937 (California Government Code Section 31450 et. seq.) and the California Public Employees’ Pension Reform Act of 2013 or “PEPRA” (California Government Code Section 7522 et. seq.). VCERA is a cost-sharing multiple employer public employee retirement system whose main function is to provide service retirement, disability, death and survivor benefits to the safety and general members employed by the County of Ventura. VCERA also provides retirement benefits to the employee members of the Ventura County Courts, Air Pollution Control District, and the Ventura Regional Sanitation District. The management of VCERA is vested with the VCERA Board of Retirement. The Board consists of nine members and three alternates. The County Treasurer is elected by the general public and a member of the Board of Retirement by law. Four members and one alternate, one of whom may be a County Supervisor, are appointed by the Board of Supervisors. Two members are elected by the general membership; one member and one alternate are elected by the safety membership, one member and one alternate are elected by the retired members of the Association. All members of the Board of Retirement serve terms of three years except for the County Treasurer whose term runs concurrent with his term as County Treasurer. Plan membership. At June 30, 2016, pension plan membership consisted of the following:

Retired members or beneficiaries currently receiving benefits 6,539 Vested terminated members entitled to but not yet receiving benefits(1) 2,639 Active members 8,509 Total 17,687 (1) Includes terminated members with member contributions on deposit. Note: Data as of June 30, 2016 is not used in the measurement of the TPL as of June 30, 2016.

Benefits provided. VCERA provides service retirement, disability, death and survivor benefits to eligible employees. All permanent employees of the County of Ventura or contracting district who work a regular schedule of 64 or more hours

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SECTION 2: GAS 68 Information for the Ventura County Employees’ Retirement Association

per bi-weekly pay period become members of VCERA upon appointment. There are separate retirement plans for safety and general member employees. Safety membership is extended to those involved in active law enforcement, fire suppression, and probation. Any new Safety Member who becomes a member on or after January 1, 2013 is designated PEPRA Safety. All other employees are classified as general members. There are four tiers applicable to general members. Those hired prior to June 30, 1979, and certain management personnel who entered service prior to October 16, 2001, are included in Tier 1. Those hired after that date are included in Tier 2. New Members employed after January 1, 2013 are designated as PEPRA Tier 1 or 2. General members prior to January 1, 2013, are eligible to retire once they attain the age of 70 regardless of service or at age 50 and have acquired 10 or more years of retirement service credit. A member with 30 years of service is eligible to retire regardless of age. General members who are first hired on or after January 1, 2013, are eligible to retire once they have attained the age of 70 regardless of service or at age 52, and have acquired five or more years of retirement service credit. Safety members prior to January 1, 2013, are eligible to retire once they attain the age of 70 regardless of service or at age 50 and have acquired 10 or more years of retirement service credit. A member with 20 years of service is eligible to retire regardless of age. Safety members who are first hired on or after January 1, 2013, are eligible to retire once they have attained the age of 70 regardless of service or at age 50, and have acquired five or more years of retirement service credit. The retirement benefit the member will receive is based upon age at retirement, final average compensation, years of retirement service credit and retirement plan and tier. General member benefits for Tier 1 and Tier 2 are calculated pursuant to the provisions of sections 31676.11 and 31676.1, respectively. The monthly allowance is equal to 1/90th of the first $350 of final compensation, plus 1/60th of the excess final compensation times years of accrued retirement service credit times age factor from either section 31676.11 (Tier 1) or 31676.1 (Tier 2). General member benefits for those who are first hired on or after January 1, 2013, are calculated pursuant to the provision California Government Code Section 7522.25(d). The monthly allowance is equal to the final compensation multiplied by years of accrued retirement credit multiplied by the age factor from section 7522.20(a). Safety member benefits are calculated pursuant to the provisions of California Government Code Section 31664. The monthly allowance is equal to 1/50th of final compensation times years of accrued retirement service credit times age factor from Section 31664. For those Safety member benefits first hired on or after January 1, 2013, are calculated pursuant to the provision California Government Code Section 7522.25(d). The monthly allowance is equal to the final compensation multiplied by years of accrued retirement credit multiplied by the age factor from section 7522.25(d). For members with membership dates before January 1, 2013, the maximum monthly retirement allowance is 100% of final compensation. There is no final compensation limit on the maximum retirement benefit for members with membership

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dates on or after January 1, 2013. However, the maximum amount of compensation earnable that can be taken into account for 2016 for members with membership dates on or after July 1, 1996 but before January 1, 2013 is $265,000. For members with membership dates on or after January 1, 2013 the maximum amount of pensionable compensation that can be taken into account for 2016 is equal to $117,020 for those enrolled in Social Security ($140,424 for those not enrolled in Social Security). These limits are adjusted on an annual basis. Members are exempt from paying member contributions and employers are exempt from paying employer contributions on compensation in excess of the annual cap. Final average compensation consists of the highest 12 consecutive months for a Safety or Tier 1 General member and the highest 36 consecutive months for a Tier 2, PEPRA Tier 1 and 2, General and PEPRA Safety member. The member may elect an unmodified retirement allowance, or choose an optional retirement allowance. The unmodified retirement allowance provides the highest monthly benefit and a 60% continuance to an eligible surviving spouse. An eligible surviving spouse is one married to the member at least two years prior to the date of death and has attained age 55 on or prior to the date of death. There are four optional retirement allowances the member may choose. Each of the optional retirement allowances requires a reduction in the unmodified retirement allowance in order to allow the member the ability to provide certain benefits to a surviving spouse or named beneficiary having an insurable interest in the life of the member. VCERA provides an annual cost-of-living benefit to Safety and Tier 1 General member retirees. The cost-of-living adjustment, based upon the Consumer Price Index for the Los Angeles, Riverside, Orange County area, is capped at 3.0%. Certain Tier 2 general member retirees receive a fixed 2% cost-of-living adjustment pursuant to collective bargaining agreements. The County of Ventura and contracting districts contribute to the retirement plan based upon actuarially determined contribution rates adopted by the Board of Retirement. Employer contribution rates are adopted annually based upon recommendations received from VCERA’s actuary after the completion of the annual actuarial valuation. The average employer contribution rate as of June 30, 2016 for 2015/2016 (based on the June 30, 2014 valuation) was 28.11% of compensation. Members are required to make contributions to VCERA regardless of the retirement plan or tier in which they are included. The average member contribution rate as of June 30, 2016 for 2015/2016 (based on the June 30, 2014 valuation) was 8.61% of compensation.

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EXHIBIT 2 Net Pension Liability

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 The components of the Net Pension Liability are as follows: Total Pension Liability $5,451,538,919 $5,219,335,149 Plan’s Fiduciary Net Position (4,386,836,709) (4,364,795,188) Net Pension Liability $1,064,702,210 $854,539,961 Plan’s Fiduciary Net Position as a percentage of the Total Pension Liability 80.47% 83.63% The Net Pension Liability (NPL) was measured as of June 30, 2016 and 2015. The Plan’s Fiduciary Net Position (plan assets) was valued as of the measurement date while the Total Pension Liability (TPL) was determined based upon rolling forward the TPL from actuarial valuations as of June 30, 2015 and 2014, respectively. Plan provisions. The plan provisions used in the measurement of the NPL are the same as those used in the VCERA actuarial valuations as of June 30, 2016 and 2015. The TPL and the Plan’s Fiduciary Net Position include liabilities and assets held for the Supplemental Medical ($27.50) Reserve. Actuarial assumptions and methods. The TPLs as of June 30, 2016 and 2015 that were measured by actuarial valuations as of June 30, 2015 and 2014, respectively, used the same actuarial assumptions as the June 30, 2016 and 2015 funding valuations. In particular, the following actuarial assumptions were applied to all periods included in the June 30, 2016 and 2015 measurements: Inflation 3.00% Salary increases 4.00% to 11.50%, varying by service, including inflation Investment rate of return 7.50%, net of pension plan investment expense, including inflation Other assumptions Same as those used in June 30, 2016 funding valuation

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The Entry Age Actuarial Cost Method used in VCERA’s annual actuarial valuation has also been applied in measuring the service cost and TPL with one exception. For purposes of measuring the service cost and TPL, we have reflected the same plan provisions used in determining the member’s Actuarial Present Value of Projected Benefits. This is different from the version of this method applied in VCERA’s annual funding valuation, where the Normal Cost and Actuarial Accrued Liability are determined as if the current benefit accrual rate had always been in effect.

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EXHIBIT 3 Target Asset Allocation

The long-term expected rate of return on pension plan investments was determined in 2015 using a building-block method in which expected future real rates of return (expected returns, net of inflation) are developed for each major asset class. These returns are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage, adding expected inflation and subtracting expected investment expenses and a risk margin. The target allocation and projected arithmetic real rates of return for each major asset class, after deducting inflation but before deducting investment expenses, used in the derivation of the long-term expected investment rate of return assumption are summarized in the following table:

Long-Term Target Expected Real Asset Class Allocation Rate of Return Large Cap U.S. Equity 27.74% 5.90% Small Cap U.S. Equity 3.41% 6.60% Developed International Equity 14.73% 6.95% Emerging Market Equity 3.12% 8.44% U.S. Core Fixed Income 14.00% 0.71% Real Estate 7.00% 4.65% Private Debt/Credit Strategies 5.00% 6.01% Absolute Return (Risk Parity) 16.00% 4.13% Real Assets (Master Limited Partnerships) 4.00% 6.51% Private Equity 5.00% 9.25% Total 100.00%

Discount rate: The discount rate used to measure the TPL was 7.50% as of both June 30, 2016 and June 30, 2015, respectively. The projection of cash flows used to determine the discount rate assumed plan member contributions will be made at the current contribution rates and that employer contributions will be made at rates equal to the actuarially determined contribution rates. For this purpose, only employer contributions that are intended to fund benefits for current plan members and their beneficiaries are included. Projected employer contributions that are intended to fund the service costs for future plan members and their beneficiaries, as well as projected contributions from future plan members, are not

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included. Based on those assumptions, the Plan’s Fiduciary Net Position was projected to be available to make all projected future benefit payments for current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the TPL as of both June 30, 2016 and June 30, 2015.

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EXHIBIT 4 Discount Rate Sensitivity

Sensitivity of the Net Pension Liability to changes in the discount rate. The following presents the NPL of the VCERA as of June 30, 2016, calculated using the discount rate of 7.50%, as well as what the VCERA’s NPL would be if it were calculated using a discount rate that is 1-percentage-point lower (6.50%) or 1-percentage-point higher (8.50%) than the current rate:

1% Decrease Current Discount Rate 1% Increase Net Pension Liability (6.50%) (7.50%) (8.50%) County of Ventura $1,733,175,875 $1,028,749,778 $453,961,424 Ventura County Courts 44,522,500 26,426,927 11,661,539 Ventura County Air Pollution Control Department 7,472,246 4,435,252 1,957,165 Ventura Regional Sanitation District 8,575,753 5,090,253 2,246,201 Total for all Employers $1,793,746,374 $1,064,702,210 $469,826,329

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EXHIBIT 5 Schedule of Changes in Net Pension Liability – Last Two Fiscal Years

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Total Pension Liability 1. Service cost $129,269,294 $124,407,916 2. Interest 388,935,379 366,917,714 3. Change of benefit terms 0 0 4. Differences between expected and actual experience (39,597,865) (101,178,076) 5. Changes of assumptions 0 234,842,926 6. Benefit payments, including refunds of member contributions (246,403,038) (233,695,213) 7. Net change in Total Pension Liability $232,203,770 $391,295,267

8. Total Pension Liability – beginning 5,219,335,149 4,828,039,882 9. Total Pension Liability – ending $5,451,538,919 $5,219,335,149

Plan’s Fiduciary Net Position 10. Contributions – employer $177,829,897(1) $175,099,550 11. Contributions – employee 69,349,562(1) 63,678,770 12. Net investment income 25,739,302 88,680,323 13. Benefit payments, including refunds of member contributions (246,403,038) (233,695,213) 14. Administrative expense (4,474,202) (3,854,106) 15. Other 0 0 16. Net change in Plan’s Fiduciary Net Position $22,041,521 $89,909,324

17. Plan’s Fiduciary Net Position – beginning 4,364,795,188 4,274,885,864 18. Plan’s Fiduciary Net Position – ending $4,386,836,709 $4,364,795,188

19. Net Pension Liability – ending (9) – (18) $1,064,702,210 $854,539,961

20. Plan’s Fiduciary Net Position as a percentage of the Total Pension Liability 80.47% 83.63% 21. Covered payroll(1) $688,233,000 $665,086,000 22. Plan’s Net Pension Liability as percentage of covered payroll 154.70% 128.49%

(1) See footnote (2) under Exhibit 6 on page 10. (2) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that would possibly go into the determination of retirement benefits are included. Notes to Schedule: Benefit changes: None

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EXHIBIT 6 Schedule of Employer Contributions – Last Ten Fiscal Years

Contributions in Relation to the Actuarially Actuarially Contributions as Year Ended Determined Determined Contribution Covered a Percentage of June 30 Contributions(1)(2) Contributions(2) Deficiency (Excess) Payroll(3) Covered Payroll 2007 $86,455,000 $86,455,000 $0 $519,145,000 16.65% 2008 104,429,000 104,429,000 0 551,968,000 18.92% 2009 105,278,000 105,278,000 0 599,173,000 17.57% 2010 97,324,000 97,324,000 0 634,777,000 15.33% 2011 111,585,000 111,585,000 0 654,829,000 17.04% 2012 132,386,000 132,386,000 0 637,037,000 20.78% 2013 142,370,000 142,370,000 0 632,146,000 22.52% 2014 161,247,000 161,247,000 0 642,779,000 25.09% 2015 173,269,000 173,269,000 0 665,086,000 26.05% 2016 177,830,000 177,830,000 0 688,233,000 25.84%

See accompanying notes to this schedule on next page. (1) All “Actuarially Determined Contributions” through June 30, 2014 were determined as the “Annual Required Contribution” under GAS 25 and 27. (2) Actuarially Determined Contributions exclude employer paid member contributions. (3) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that would possibly go into the determination of retirement benefits are included.

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Notes to Exhibit 6

Methods and assumptions used to establish “actuarially determined contribution” rates: Valuation date Actuarially determined contribution rates are calculated as of June 30, two years prior to the end of the fiscal year in which contributions are reported Actuarial cost method Entry Age Actuarial Cost Method Amortization method Level percent of payroll Remaining amortization period 15 years for UAAL as of June 30, 2004. Any changes in UAAL after June 30, 2004 are separately amortized over a 15-year closed period effective with that valuation. Effective June 30, 2012, any changes in UAAL due to actuarial gains or losses or due to plan amendments (with the exception of a change due to retirement incentives) will be amortized over a 15-year closed period effective with that valuation (up to a 5-year closed period for retirement incentives). Any change in UAAL due to changes in actuarial assumptions or methods will be amortized over a 20-year closed period effective with that valuation. Asset valuation method Market value of assets less unrecognized returns in each of the last ten semi-annual accounting periods. Unrecognized returns are equal to the difference between the actual market return and the expected return on market value and are recognized over a five-year period. The Actuarial Value of Assets is reduced by the value of the supplemental medical benefit reserve and statutory contingency reserve. Actuarial assumptions: June 30, 2016 Valuation Date June 30, 2015 Valuation Date Investment rate of return 7.50%, net of pension plan administration and 7.50%, net of pension plan administration and investment expenses, including inflation investment expenses, including inflation Inflation rate 3.00% 3.00% Real across-the-board salary increase 0.50% 0.50% Projected salary increases(1) General: 4.00% to 9.50% and Safety: 4.00% to General: 4.00% to 9.50% and Safety: 4.00% to 11.50% 11.50% Cost of living adjustments For General Tier 1 and Safety, 3% (actual For General Tier 1 and Safety, 3% (actual increases are contingent upon CPI increases increases are contingent upon CPI increases with a 3.00% maximum). For General Tier 2, with a 3.00% maximum). For General Tier 2, SEIU members receive a fixed 2% cost-of- SEIU members receive a fixed 2% cost-of- living adjustment not subject to CPI increases living adjustment not subject to CPI increases that applies to future service after March 2003. that applies to future service after March 2003. Other assumptions Same as those used in the June 30, 2016 Same as those used in the June 30, 2015 funding actuarial valuation funding actuarial valuation (1) Includes inflation at 3.00% plus real across-the-board salary increases of 0.50% plus merit and longevity increases.

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EXHIBIT 7 Determination of Proportionate Share

July 1, 2015 to June 30, 2016 Actual Compensation by Employer and Tier

Employer ID Employer General Tier 1 and 2 General Tier 1 and 2 % Safety Tier Safety Tier % Total Compensation Total % 01 County of Ventura $480,177,367 92.902% $171,370,467 100.000% $651,547,835 94.670% 10 Ventura County Courts $26,965,643 5.217% $0 0.000% $26,965,643 3.917% 11 Ventura County Air Pollution Control Department $4,525,665 0.876% $0 0.000% $4,525,665 0.658% 22 Ventura Regional Sanitation District $5,194,018 1.005% $0 0.000% $5,194,018 0.755% Total $516,862,695 100.000% $171,370,467 100.000% $688,233,162 100.000%

Allocation of June 30, 2016 Net Pension Liability (NPL) Employer Allocation Employer ID Employer General Tier 1 and 2 General Tier 1 and 2 % Safety Tier Safety Tier % Total NPL Percentage 01 County of Ventura $470,584,445 92.902% $558,165,333 100.000% $1,028,749,778 96.623% 10 Ventura County Courts 26,426,927 5.217% 0 0.000% 26,426,927 2.482% 11 Ventura County Air Pollution Control Department 4,435,252 0.876% 0 0.000% 4,435,252 0.417% 22 Ventura Regional Sanitation District 5,090,253 1.005% 0 0.000% 5,090,253 0.478% Total $506,536,877 100.000% $558,165,333 100.000% $1,064,702,210 100.000%

Notes: Actual July 1, 2015 through June 30, 2016 compensation information was provided by VCERA. Results may not total due to rounding.

The Net Pension Liability (NPL) for each tier is the Total Pension Liability (TPL) minus the Plan's Fiduciary Net Position. The TPL for each tier is obtained from internal valuation results based on the actual particpants in each tier. The Plan's Fiduciary Net Position for each tier was determined by adjusting each tier's internally tracked valuation value of assets (which is used to determine employer contribution rates by tier) by the ratio of the total VCERA Plan's Fiduciary Net Position to total VCERA valuation value of assets. Based on this methodology, any non-valuation reserves (such as the $27.50 Supplemental Medical Benefit) are allocated amongst the tiers based on each tier's valuation value of assets.

The Safety Tier only has one employer (County of Ventura), so all of the NPL for that tier is allocated to the County.

For the two other tiers that have multiple employers, the NPL is allocated based on the actual compensation for each employer in the tier during the period ending on the measurement date within the tier. - Calculate ratio of employer's compensation to the total compensation for the tier. - This ratio is multiplied by the NPL for the tier to determine the employer's proportionate share of the NPL for the tier. - If the employer is in several tiers, the employer's total allocated NPL is the sum of its allocated NPL from each tier. - Proportionate share of total plan NPL is then the ratio of the employer's total allocated NPL to the total NPL of all employers. - In this allocation, General Tier 1 and 2 were treated as one tier (combined) consistent with the determination of the Basic UAAL rate in the actuarial valuation.

For purposes of the above results, the reporting date for the employer under GAS 68 is June 30, 2017. The reporting date and measurement date for the plan under GAS 67 are assumed to be June 30, 2016. Consistent with the provisions of GAS 68, the assets and liabilities measured as of June 30, 2016 are not adjusted or “rolled forward” to June 30, 2017 for employer reporting under GAS 68. Other results, such as the total deferred inflows and outflows would also be allocated based on the same proportionate shares determined above.

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EXHIBIT 7 (continued) Determination of Proportionate Share

Notes (continued): The following items are allocated based on the corresponding employer allocation percentage or proportionate share shown above within each tier.

- 1) Net Pension Liability - 2) Service cost - 3) Interest on the Total Pension Liability - 4) Expensed portion of current-period benefit changes - 5) Expensed portion of current-period difference between expected and actual experience in the Total Pension Liability - 6) Expensed portion of current-period changes of assumptions or other inputs - 7) Member contributions - 8) Projected earnings on plan investments - 9) Expensed portion of current-period differences between actual and projected earnings on plan investments - 10) Administrative expense - 11) Recognition of beginning of year deferred outflows of resources as pension expense - 12) Recognition of beginning of year deferred inflows of resources as pension expense

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EXHIBIT 8 Pension Expense – Total for all Employers

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Components of Pension Expense 1. Service cost $129,269,294 $124,407,916 2. Interest on the Total Pension Liability 388,935,379 366,917,714 3. Expensed portion of current-period changes in proportion and differences between employer's contributions and proportionate share of contributions 0 0 4. Expensed portion of current-period benefit changes 0 0 5. Expensed portion of current-period difference between expected and actual experience in the Total Pension Liability (7,109,132) (19,457,322) 6. Expensed portion of current-period changes of assumptions or other inputs 0 45,162,101 7. Member contributions(1) (69,349,562) (63,678,770) 8. Projected earnings on plan investments (327,220,972) (331,351,278) 9. Expensed portion of current-period differences between actual and projected earnings on plan investments 60,296,334 48,534,191 10. Administrative expense 4,474,202 3,854,106 11. Other 0 0 12. Recognition of beginning of year deferred outflows of resources as pension expense 45,162,101 0 13. Recognition of beginning of year deferred inflows of resources as pension expense (55,748,213) (84,825,082) 14. Net amortization of deferred amounts from changes in proportion and differences between employer’s contributions and proportionate share of contributions 0 0 Pension Expense $168,709,431 $89,563,576

(1) Includes “Employer paid member contributions”. Prior to the June 30, 2017 reporting date, the member contributions excluded certain “Employer paid member contributions”.

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EXHIBIT 8 (continued) Pension Expense – County of Ventura

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Components of Pension Expense 1. Service cost $124,904,183 $119,787,294 2. Interest on the Total Pension Liability 375,801,967 353,290,055 3. Expensed portion of current-period changes in proportion and differences between employer's contributions and proportionate share of contributions 244,003 172,427 4. Expensed portion of current-period benefit changes 0 0 5. Expensed portion of current-period difference between expected and actual experience in the Total Pension Liability (6,869,074) (18,734,659) 6. Expensed portion of current-period changes of assumptions or other inputs 0 43,484,740 7. Member contributions(1) (67,007,794) (61,313,683) 8. Projected earnings on plan investments (316,171,508) (319,044,590) 9. Expensed portion of current-period differences between actual and projected earnings on plan investments 58,260,271 46,731,588 10. Administrative expense 4,323,119 3,710,960 11. Other 0 0 12. Recognition of beginning of year deferred outflows of resources as pension expense 43,637,085 0 13. Recognition of beginning of year deferred inflows of resources as pension expense (53,865,730) (81,674,601) 14. Net amortization of deferred amounts from changes in proportion and differences between employer’s contributions and proportionate share of contributions 32,656 (139,771) Pension Expense $163,289,178 $86,269,760

(1) Includes “Employer paid member contributions”. Prior to the June 30, 2017 reporting date, the member contributions excluded certain “Employer paid member contributions”.

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EXHIBIT 8 (continued) Pension Expense – Ventura County Courts

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Components of Pension Expense 1. Service cost $3,208,586 $3,556,424 2. Interest on the Total Pension Liability 9,653,748 10,489,005 3. Expensed portion of current-period changes in proportion and differences between employer's contributions and proportionate share of contributions (321,986) (171,061) 4. Expensed portion of current-period benefit changes 0 0 5. Expensed portion of current-period difference between expected and actual experience in the Total Pension Liability (176,455) (556,223) 6. Expensed portion of current-period changes of assumptions or other inputs 0 1,291,040 7. Member contributions(1) (1,721,322) (1,820,372) 8. Projected earnings on plan investments (8,121,937) (9,472,274) 9. Expensed portion of current-period differences between actual and projected earnings on plan investments 1,496,613 1,387,437 10. Administrative expense 111,054 110,177 11. Other 0 0 12. Recognition of beginning of year deferred outflows of resources as pension expense 1,120,967 0 13. Recognition of beginning of year deferred inflows of resources as pension expense (1,383,724) (2,424,878) 14. Net amortization of deferred amounts from changes in proportion and differences between employer’s contributions and proportionate share of contributions (70,024) 101,037 Pension Expense $3,795,520 $2,490,312

(1) Includes “Employer paid member contributions”. Prior to the June 30, 2017 reporting date, the member contributions excluded certain “Employer paid member contributions”.

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EXHIBIT 8 (continued) Pension Expense – Ventura County Air Pollution Control Department

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Components of Pension Expense 1. Service cost $538,500 $503,229 2. Interest on the Total Pension Liability 1,620,196 1,484,179 3. Expensed portion of current-period changes in proportion and differences between employer's contributions and proportionate share of contributions 29,206 (12,207) 4. Expensed portion of current-period benefit changes 0 0 5. Expensed portion of current-period difference between expected and actual experience in the Total Pension Liability (29,615) (78,705) 6. Expensed portion of current-period changes of assumptions or other inputs 0 182,680 7. Member contributions(1) (288,891) (257,580) 8. Projected earnings on plan investments (1,363,111) (1,340,313) 9. Expensed portion of current-period differences between actual and projected earnings on plan investments 251,178 196,320 10. Administrative expense 18,638 15,590 11. Other 0 0 12. Recognition of beginning of year deferred outflows of resources as pension expense 188,133 0 13. Recognition of beginning of year deferred inflows of resources as pension expense (232,231) (343,117) 14. Net amortization of deferred amounts from changes in proportion and differences between employer’s contributions and proportionate share of contributions 11,920 24,127 Pension Expense $743,923 $374,203

(1) Includes “Employer paid member contributions”. Prior to the June 30, 2017 reporting date, the member contributions excluded certain “Employer paid member contributions”.

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EXHIBIT 8 (continued) Pension Expense – Ventura Regional Sanitation District

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Components of Pension Expense 1. Service cost $618,025 $560,969 2. Interest on the Total Pension Liability 1,859,468 1,654,475 3. Expensed portion of current-period changes in proportion and differences between employer's contributions and proportionate share of contributions 48,777 10,841 4. Expensed portion of current-period benefit changes 0 0 5. Expensed portion of current-period difference between expected and actual experience in the Total Pension Liability (33,988) (87,735) 6. Expensed portion of current-period changes of assumptions or other inputs 0 203,641 7. Member contributions(1) (331,555) (287,135) 8. Projected earnings on plan investments (1,564,416) (1,494,101) 9. Expensed portion of current-period differences between actual and projected earnings on plan investments 288,272 218,846 10. Administrative expense 21,391 17,379 11. Other 0 0 12. Recognition of beginning of year deferred outflows of resources as pension expense 215,916 0 13. Recognition of beginning of year deferred inflows of resources as pension expense (266,528) (382,486) 14. Net amortization of deferred amounts from changes in proportion and differences between employer’s contributions and proportionate share of contributions 25,448 14,607 Pension Expense $880,810 $429,301

(1) Includes “Employer paid member contributions”. Prior to the June 30, 2017 reporting date, the member contributions excluded certain “Employer paid member contributions”.

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EXHIBIT 9 Deferred Outflows of Resources and Deferred Inflows of Resources – Total for all Employers

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Deferred Outflows of Resources 1. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $2,375,216 $1,226,778 2. Changes of assumptions or other inputs 144,518,724 189,680,825 3. Net excess of projected over actual earnings on Pension Plan investments (if any) 235,635,032 0 4. Difference between expected and actual experience in the Total Pension Liability 0 0 5. Total Deferred Outflows of Resources $382,528,972 $190,907,603 Deferred Inflows of Resources 6. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $2,375,216 $1,226,778 7. Changes of assumptions or other inputs 0 0 8. Net excess of actual over projected earnings on Pension Plan investments (if any) 0 32,592,551 9. Difference between expected and actual experience in the Total Pension Liability 115,746,589 111,963,822 10. Total Deferred Inflows of Resources $118,121,805 $145,783,151

Deferred outflows of resources and deferred inflows of resources related to pension will be recognized as follows: Reporting Date for Employer under GAS 68 Year Ended June 30: 2017 N/A $(10,586,112) 2018 $42,601,090 (10,586,112) 2019 42,601,089 (10,586,113) 2020 124,929,036 71,741,834 2021 58,328,157 5,140,955 2022 (4,052,205) 0 Thereafter 0 0 (1) Calculated in accordance with Paragraphs 54 and 55 of GAS 68.

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EXHIBIT 9 (continued) Deferred Outflows of Resources and Deferred Inflows of Resources – County of Ventura

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Deferred Outflows of Resources 1. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $1,666,857 $724,193 2. Changes of assumptions or other inputs 139,638,674 182,635,907 3. Net excess of projected over actual earnings on Pension Plan investments (if any) 227,678,203 0 4. Difference between expected and actual experience in the Total Pension Liability 0 0 5. Total Deferred Outflows of Resources $368,983,734 $183,360,100 Deferred Inflows of Resources 6. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $317,281 $457,052 7. Changes of assumptions or other inputs 0 0 8. Net excess of actual over projected earnings on Pension Plan investments (if any) 0 31,382,034 9. Difference between expected and actual experience in the Total Pension Liability 111,838,105 107,805,383 10. Total Deferred Inflows of Resources $112,155,386 $139,644,469

Deferred outflows of resources and deferred inflows of resources related to pension will be recognized as follows: Reporting Date for Employer under GAS 68 Year Ended June 30: 2017 N/A $(10,020,507) 2018 $41,439,213 (10,020,507) 2019 41,439,212 (10,020,508) 2020 121,089,175 69,249,704 2021 56,637,043 4,527,449 2022 (3,776,295) 0 Thereafter 0 0 (1) Calculated in accordance with Paragraphs 54 and 55 of GAS 68.

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EXHIBIT 9 (continued) Deferred Outflows of Resources and Deferred Inflows of Resources – Ventura County Courts

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Deferred Outflows of Resources 1. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $229,353 $330,390 2. Changes of assumptions or other inputs 3,587,093 5,422,368 3. Net excess of projected over actual earnings on Pension Plan investments (if any) 5,848,687 0 4. Difference between expected and actual experience in the Total Pension Liability 0 0 5. Total Deferred Outflows of Resources $9,665,133 $5,752,758 Deferred Inflows of Resources 6. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $2,018,874 $718,458 7. Changes of assumptions or other inputs 0 0 8. Net excess of actual over projected earnings on Pension Plan investments (if any) 0 931,716 9. Difference between expected and actual experience in the Total Pension Liability 2,872,941 3,200,688 10. Total Deferred Inflows of Resources $4,891,815 $4,850,862

Deferred outflows of resources and deferred inflows of resources related to pension will be recognized as follows: Reporting Date for Employer under GAS 68 Year Ended June 30: 2017 N/A $(473,684) 2018 $665,390 (473,684) 2019 665,390 (473,684) 2020 2,635,090 1,879,809 2021 1,091,561 443,139 2022 (284,113) 0 Thereafter 0 0 (1) Calculated in accordance with Paragraphs 54 and 55 of GAS 68.

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EXHIBIT 9 (continued) Deferred Outflows of Resources and Deferred Inflows of Resources – Ventura County Air Pollution Control Department

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Deferred Outflows of Resources 1. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $188,242 $78,895 2. Changes of assumptions or other inputs 602,025 767,257 3. Net excess of projected over actual earnings on Pension Plan investments (if any) 981,590 0 4. Difference between expected and actual experience in the Total Pension Liability 0 0 5. Total Deferred Outflows of Resources $1,771,857 $846,152 Deferred Inflows of Resources 6. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $39,061 $51,268 7. Changes of assumptions or other inputs 0 0 8. Net excess of actual over projected earnings on Pension Plan investments (if any) 0 131,837 9. Difference between expected and actual experience in the Total Pension Liability 482,168 452,893 10. Total Deferred Inflows of Resources $521,229 $635,998

Deferred outflows of resources and deferred inflows of resources related to pension will be recognized as follows: Reporting Date for Employer under GAS 68 Year Ended June 30: 2017 N/A $(55,028) 2018 $218,590 (55,028) 2019 218,590 (55,028) 2020 543,932 277,988 2021 269,745 97,250 2022 (229) 0 Thereafter 0 0 (1) Calculated in accordance with Paragraphs 54 and 55 of GAS 68.

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EXHIBIT 9 (continued) Deferred Outflows of Resources and Deferred Inflows of Resources – Ventura Regional Sanitation District

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Deferred Outflows of Resources 1. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $290,764 $93,300 2. Changes of assumptions or other inputs 690,932 855,293 3. Net excess of projected over actual earnings on Pension Plan investments (if any) 1,126,552 0 4. Difference between expected and actual experience in the Total Pension Liability 0 0 5. Total Deferred Outflows of Resources $2,108,248 $948,593 Deferred Inflows of Resources 6. Changes in proportion and differences between employer's contributions and proportionate share of contributions(1) $0 $0 7. Changes of assumptions or other inputs 0 0 8. Net excess of actual over projected earnings on Pension Plan investments (if any) 0 146,964 9. Difference between expected and actual experience in the Total Pension Liability 553,375 504,858 10. Total Deferred Inflows of Resources $553,375 $651,822

Deferred outflows of resources and deferred inflows of resources related to pension will be recognized as follows: Reporting Date for Employer under GAS 68 Year Ended June 30: 2017 N/A $(36,893) 2018 $277,897 (36,893) 2019 277,897 (36,893) 2020 660,839 334,333 2021 329,808 73,117 2022 8,432 0 Thereafter 0 0 (1) Calculated in accordance with Paragraphs 54 and 55 of GAS 68.

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EXHIBIT 9 (continued) Deferred Outflows of Resources and Deferred Inflows of Resources

There are differences between the actual employer contributions and the proportionate share of the employer contributions during the measurement period ended June 30, 2016. These differences are recognized over the average of the expected remaining service lives of all employees that are provided with pensions through VCERA which is 5.57 years determined as of June 30, 2015 (the beginning of the measurement period ending June 30, 2016).

There are also changes in each employer’s proportionate share of the total NPL during the measurement period ended June 30, 2016. The net effect of the change on the employer’s proportionate share of the collective NPL and collective deferred outflows of resources and deferred inflows of resources is recognized over the average of the expected remaining service lives of all employees that are provided with pensions through VCERA which is 5.57 years determined as of June 30, 2015 (the beginning of the measurement period ended June 30, 2016). This is described in Paragraph 33a. of GASB 68.

The net effect of the change on the employer’s proportionate share of the collective NPL and collective deferred outflows of resources and deferred inflows of resources and the difference between the actual employer contributions and the proportionate share of the employer contributions for perior periods are continued to be recognized based on the expected remaining service lives of all employees calculatd as of those prior measurement dates.

The average of the expected service lives of all employees is determined by: • Calculating each active employee’s expected remaining service life as the present value of $1 per year of future service at zero percent interest. • Setting the remaining service life to zero for each nonactive or retired member. • Dividing the sum of the above amounts by the total number of active employee, nonactive and retired members.

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EXHIBIT 10 Schedule of Proportionate Share of the Net Pension Liability – Total for all Employers

Proportionate share of the Reporting Date for Proportion of the Proportionate Net Pension Liability as a Plan’s Fiduciary Net Employer under GAS 68 Net Pension share of Net Covered percentage of its covered Position as a percentage of as of June 30 Liability Pension Liability payroll(1) payroll the Total Pension Liability 2014 100.000% $994,611,346 $632,146,000 157.34% 78.48% 2015 100.000% 553,154,018 642,779,000 86.06% 88.54% 2016 100.000% 854,539,961 665,086,000 128.49% 83.63% 2017 100.000% 1,064,702,210 688,233,000 154.70% 80.47% (1) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that

would possibly go into the determination of retirement benefits are included.

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EXHIBIT 10 (continued) Schedule of Proportionate Share of the Net Pension Liability – County of Ventura

Proportionate share of the Reporting Date for Proportion of the Proportionate Net Pension Liability as a Plan’s Fiduciary Net Employer under GAS 68 Net Pension share of Net Covered percentage of its covered Position as a percentage of as of June 30 Liability Pension Liability payroll(1) payroll the Total Pension Liability 2014 96.052% $955,341,940 $593,955,000 160.84% 78.48% 2015 96.052% 531,314,302 601,494,000 88.33% 88.54% 2016 96.286% 822,801,569 624,327,000 131.79% 83.63% 2017 96.623% 1,028,749,778 651,547,000 157.89% 80.47% (1) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that

would possibly go into the determination of retirement benefits are included.

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EXHIBIT 10 (continued) Schedule of Proportionate Share of the Net Pension Liability – Ventura County Courts

Proportionate share of the Reporting Date for Proportion of the Proportionate Net Pension Liability as a Plan’s Fiduciary Net Employer under GAS 68 Net Pension share of Net Covered percentage of its covered Position as a percentage of as of June 30 Liability Pension Liability payroll(1) payroll the Total Pension Liability 2014 3.070% $30,538,522 $31,643,000 96.51% 78.48% 2015 3.070% 16,984,027 32,106,000 52.90% 88.54% 2016 2.859% 24,428,566 31,372,000 77.87% 83.63% 2017 2.482% 26,426,927 26,966,000 98.00% 80.47% (1) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that

would possibly go into the determination of retirement benefits are included.

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EXHIBIT 10 (continued) Schedule of Proportionate Share of the Net Pension Liability – Ventura County Air Pollution Control Department

Proportionate share of the Reporting Date for Proportion of the Proportionate Net Pension Liability as a Plan’s Fiduciary Net Employer under GAS 68 Net Pension share of Net Covered percentage of its covered Position as a percentage of as of June 30 Liability Pension Liability payroll(1) payroll the Total Pension Liability 2014 0.423% $4,205,569 $4,389,000 95.82% 78.48% 2015 0.423% 2,338,931 4,421,000 52.91% 88.54% 2016 0.404% 3,456,606 4,439,000 77.87% 83.63% 2017 0.417% 4,435,252 4,526,000 97.99% 80.47% (1) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that

would possibly go into the determination of retirement benefits are included.

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EXHIBIT 10 (continued) Schedule of Proportionate Share of the Net Pension Liability – Ventura Regional Sanitation District

Proportionate share of the Reporting Date for Proportion of the Proportionate Net Pension Liability as a Plan’s Fiduciary Net Employer under GAS 68 Net Pension share of Net Covered percentage of its covered Position as a percentage of as of June 30 Liability Pension Liability payroll(1) payroll the Total Pension Liability 2014 0.455% $4,525,315 $2,159,000 209.60% 78.48% 2015 0.455% 2,516,758 4,758,000 52.90% 88.54% 2016 0.451% 3,853,220 4,948,000 77.87% 83.63% 2017 0.478% 5,090,253 5,194,000 98.00% 80.47% (1) Covered payroll represents compensation earnable and pensionable compensation. Only compensation earnable and pensionable compensation that

would possibly go into the determination of retirement benefits are included.

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EXHIBIT 11 Schedule of Reconciliation of Net Pension Liability – Total for all Employers

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Reconciliation of Net Pension Liability 1. Beginning Net Pension Liability $854,539,961 $553,154,018 2. Pension Expense 168,709,431 89,563,576 3. Employer Contributions (177,829,897) (175,099,550) 4. New Net Deferred Inflows/Outflows 208,696,603 302,096,835 5. Change in Allocation of Prior Deferred Inflows/Outflows 0 0 6. New Net Deferred Flows Due to Change in Proportion(1) 0 0 7. Recognition of Prior Deferred Inflows/Outflows 10,586,112 84,825,082 8. Recognition of Prior Deferred Flows Due to Change in Proportion(1) 0 0 9. Ending Net Pension Liability $1,064,702,210 $854,539,961 (1) Includes differences between actual employer contributions and proportionate share of contributions.

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EXHIBIT 11 (continued) Schedule of Reconciliation of Net Pension Liability – County of Ventura

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Reconciliation of Net Pension Liability 1. Beginning Net Pension Liability $822,801,569 $531,314,302 2. Pension Expense 163,289,178 86,269,760 3. Employer Contributions (170,453,689) (167,397,508) 4. New Net Deferred Inflows/Outflows 201,649,421 290,876,684 5. Change in Allocation of Prior Deferred Inflows/Outflows 152,219 (800,234) 6. New Net Deferred Flows Due to Change in Proportion(1) 1,115,091 724,193 7. Recognition of Prior Deferred Inflows/Outflows 10,228,645 81,674,601 8. Recognition of Prior Deferred Flows Due to Change in Proportion(1) (32,656) 139,771 9. Ending Net Pension Liability $1,028,749,778 $822,801,569 (1) Includes differences between actual employer contributions and proportionate share of contributions.

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EXHIBIT 11 (continued) Schedule of Reconciliation of Net Pension Liability – Ventura County Courts

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Reconciliation of Net Pension Liability 1. Beginning Net Pension Liability $24,428,566 $16,984,027 2. Pension Expense 3,795,520 2,490,312 3. Employer Contributions (5,668,580) (6,010,783) 4. New Net Deferred Inflows/Outflows 5,180,049 8,635,983 5. Change in Allocation of Prior Deferred Inflows/Outflows (169,932) 723,644 6. New Net Deferred Flows Due to Change in Proportion(1) (1,471,477) (718,458) 7. Recognition of Prior Deferred Inflows/Outflows 262,757 2,424,878 8. Recognition of Prior Deferred Flows Due to Change in Proportion(1) 70,024 (101,037) 9. Ending Net Pension Liability $26,426,927 $24,428,566 (1) Includes differences between actual employer contributions and proportionate share of contributions.

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EXHIBIT 11 (continued) Schedule of Reconciliation of Net Pension Liability – Ventura County Air Pollution Control Department

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Reconciliation of Net Pension Liability 1. Beginning Net Pension Liability $3,456,606 $2,338,931 2. Pension Expense 743,923 374,203 3. Employer Contributions (805,749) (808,902) 4. New Net Deferred Inflows/Outflows 869,372 1,221,979 5. Change in Allocation of Prior Deferred Inflows/Outflows 5,448 62,673 6. New Net Deferred Flows Due to Change in Proportion(1) 133,474 (51,268) 7. Recognition of Prior Deferred Inflows/Outflows 44,098 343,117 8. Recognition of Prior Deferred Flows Due to Change in Proportion(1) (11,920) (24,127) 9. Ending Net Pension Liability $4,435,252 $3,456,606 (1) Includes differences between actual employer contributions and proportionate share of contributions.

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EXHIBIT 11 (continued) Schedule of Reconciliation of Net Pension Liability – Ventura Regional Sanitation District

Reporting Date for Employer under GAS 68 June 30, 2017 June 30, 2016 Measurement Date for Employer under GAS 68 June 30, 2016 June 30, 2015 Reconciliation of Net Pension Liability 1. Beginning Net Pension Liability $3,853,220 $2,516,758 2. Pension Expense 880,810 429,301 3. Employer Contributions (901,879) (882,357) 4. New Net Deferred Inflows/Outflows 997,761 1,362,189 5. Change in Allocation of Prior Deferred Inflows/Outflows 12,265 13,917 6. New Net Deferred Flows Due to Change in Proportion(1) 222,912 45,533 7. Recognition of Prior Deferred Inflows/Outflows 50,612 382,486 8. Recognition of Prior Deferred Flows Due to Change in Proportion(1) (25,448) (14,607) 9. Ending Net Pension Liability $5,090,253 $3,853,220 (1) Includes differences between actual employer contributions and proportionate share of contributions.

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EXHIBIT 12 Schedule of Recognition of Changes in Total Net Pension Liability

Increase (Decrease) in Pension Expense Arising from the Recognition of the Effects of Differences between Expected and Actual Experience on Total Pension Liability Reporting Date Differences for Employer between under GAS 68 Expected Recognition Reporting Date for Employer under GAS 68 Year Ended June 30: Year Ended and Actual Period June 30 Experience (Years) 2015 2016 2017 2018 2019 2020 2021 2022 Thereafter 2015 $(48,740,356) 5.27 $(9,248,644) $(9,248,644) $(9,248,644) $(9,248,644) $(9,248,644) $(2,497,136) $0 $0 $0 2016 (101,178,076) 5.20 0 (19,457,322) (19,457,322) (19,457,322) (19,457,322) (19,457,322) (3,891,466) 0 0 2017 (39,597,865) 5.57 0 0 (7,109,132) (7,109,132) (7,109,132) (7,109,132) (7,109,132) (4,052,205) 0 Net increase (decrease) in pension expense $(9,248,644) $(28,705,966) $(35,815,098) $(35,815,098) $(35,815,098) $(29,063,590) $(11,000,598) $(4,052,205) $0

Increase (Decrease) in Pension Expense Arising from the Recognition of the Effects of Assumption Changes Reporting Date for Employer Reporting Date for Employer under GAS 68 Year Ended June 30: under GAS 68 Effects of Recognition Year Ended Assumption Period June 30 Changes (Years) 2015 2016 2017 2018 2019 2020 2021 2022 Thereafter 2015 $0 5.27 $0 $0 $0 $0 $0 $0 $0 $0 $0 2016 234,842,926 5.20 0 45,162,101 45,162,101 45,162,101 45,162,101 45,162,101 9,032,421 0 0 2017 0 5.57 0 0 0 0 0 0 0 0 0 Net increase (decrease) in pension expense $0 $45,162,101 $45,162,101 $45,162,101 $45,162,101 $45,162,101 $9,032,421 $0 $0

As described in Exhibit 9, the average of the expected remaining service lives of all employees that are provided with pensions through VCERA (active and inactive employees) determined as of June 30, 2015 (the beginning of the measurement period ending June 30, 2016) is 5.57 years.

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EXHIBIT 12 (continued) Schedule of Recognition of Changes in Total Net Pension Liability

Increase (Decrease) in Pension Expense Arising from the Recognition of Differences between Projected and Actual Earnings on Pension Plan Investments Reporting Date for Differences Employer between Reporting Date for Employer under GAS 68 Year Ended June 30: under GAS 68 Projected and Recognition Year Ended Actual Period June 30 Earnings (Years) 2015 2016 2017 2018 2019 2020 2021 2022 Thereafter 2015 $(377,882,191) 5.00 $(75,576,438) $(75,576,438) $(75,576,438) $(75,576,438) $(75,576,439) $0 $0 $0 $0 2016 242,670,955 5.00 0 48,534,191 48,534,191 48,534,191 48,534,191 48,534,191 0 0 0 2017 301,481,670 5.00 0 0 60,296,334 60,296,334 60,296,334 60,296,334 60,296,334 0 0 Net increase (decrease) in pension expense $(75,576,438) $(27,042,247) $33,254,087 $33,254,087 $33,254,086 $108,830,525 $60,296,334 $0 $0

The differences between projected and actual earnings on pension plan investments are recognized over a five-year period per Paragraph 33b. of GASB 68.

Total Increase (Decrease) in Pension Expense

Reporting Date for Employer Reporting Date for Employer under GAS 68 Year Ended June 30: under GAS 68 Year Ended Total June 30 Differences 2015 2016 2017 2018 2019 2020 2021 2022 Thereafter 2015 $(426,622,547) $(84,825,082) $(84,825,082) $(84,825,082) $(84,825,082) $(84,825,083) $(2,497,136) $0 $0 $0 2016 376,335,805 0 74,238,970 74,238,970 74,238,970 74,238,970 74,238,970 5,140,955 0 0 2017 261,883,805 0 0 53,187,202 53,187,202 53,187,202 53,187,202 53,187,202 (4,052,205) 0

Net increase (decrease) in pension $(84,825,082) $(10,586,112) $42,601,090 $42,601,090 $42,601,089 $124,929,036 $58,328,157 $(4,052,205) $0 expense

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EXHIBIT 13 Allocation of Changes in Total Net Pension Liability

In addition to the amounts shown in Exhibit 12, there are changes in each employer’s proportionate share of the total Net Pension Liability (NPL) during the measurement period ending on June 30, 2016. The net effect of the change on the employer’s proportionate share of the collective NPL and collective deferred outflows of resources and deferred inflows of resources is also recognized over the average of the expected remaining service lives of all employees shown previously. The differences between the actual employer contributions and the proportionate share of the employer contributions during the measurement periods ending on June 30, 2016 is recognized over the same periods. These amounts are shown on the following table, with the corresponding amounts for the measurement periods ending on June 30, 2015 and June 30, 2014 shown on the pages after that. While these amounts are different for each employer, they sum to zero for VCERA.

Increase (Decrease) in Pension Expense Arising from the Recognition of the Effects of the Change in Proportion and Change in Employer Contributions for the Year Ended June 30, 2016 Recognition Reporting Date for Employer under GAS 68 Year Ended June 30: Total Change to Period be Recognized (Years) 2017 2018 2019 2020 2021 2022 County of Ventura $1,359,094 5.57 $244,003 $244,003 $244,003 $244,003 $244,003 $139,079 Ventura County Courts (1,793,463) 5.57 (321,986) (321,986) (321,986) (321,986) (321,986) (183,533) Ventura County Air Pollution Control Department 162,680 5.57 29,206 29,206 29,206 29,206 29,206 16,650 Ventura Regional Sanitation District 271,689 5.57 48,777 48,777 48,777 48,777 48,777 27,804 Total for all Employers $0 $0 $0 $0 $0 $0 $0

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SECTION 2: GAS 68 Information for the Ventura County Employees’ Retirement Association

EXHIBIT 13 (continued) Allocation of Changes in Total Net Pension Liability

The corresponding amounts for the measurement periods ending on June 30, 2015 and June 30, 2014 are shown as follows:

Increase (Decrease) in Pension Expense Arising from the Recognition of the Effects of the Change in Proportion and Change in Employer Contributions for the Year Ended June 30, 2015 Recognition Reporting Date for Employer under GAS 68 Year Ended June 30: Total Change to Period be Recognized (Years) 2016 2017 2018 2019 2020 2021 County of Ventura $896,620 5.20 $172,427 $172,427 $172,427 $172,427 $172,427 $34,485 Ventura County Courts (889,519) 5.20 (171,061) (171,061) (171,061) (171,061) (171,061) (34,214) Ventura County Air Pollution Control Department (63,475) 5.20 (12,207) (12,207) (12,207) (12,207) (12,207) (2,440) Ventura Regional Sanitation District 56,374 5.20 10,841 10,841 10,841 10,841 10,841 2,169 Total for all Employers $0 $0 $0 $0 $0 $0 $0

Increase (Decrease) in Pension Expense Arising from the Recognition of the Effects of the Change in Proportion and Change in Employer Contributions for the Year Ended June 30, 2014 Recognition Reporting Date for Employer under GAS 68 Year Ended June 30: Total Change to Period be Recognized (Years) 2015 2016 2017 2018 2019 2020 County of Ventura $(736,594) 5.27 $(139,771) $(139,771) $(139,771) $(139,771) $(139,771) $(37,739) Ventura County Courts 532,464 5.27 101,037 101,037 101,037 101,037 101,037 27,279 Ventura County Air Pollution Control Department 127,149 5.27 24,127 24,127 24,127 24,127 24,127 6,514 Ventura Regional Sanitation District 76,981 5.27 14,607 14,607 14,607 14,607 14,607 3,946 Total for all Employers $0 $0 $0 $0 $0 $0 $0

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Actuarial Assumptions and Methods For June 30, 2016 Measurement Date and Employer Reporting as of June 30, 2017

Rationale for Assumptions: The information and analysis used in selecting each assumption that has a significant effect on this actuarial valuation is shown in the July 1, 2011 through June 30, 2014 Actuarial Experience Study and June 30, 2015 Economic Actuarial Assumptions Report both dated April 14, 2015. Unless otherwise noted, all actuarial assumptions and methods shown below apply to both PEPRA and Non-PEPRA members. Economic Assumptions

Net Investment Return: 7.50%, net of investment expenses. Member Contribution Crediting Rate: 3.00% (actual increase is based on projected long term ten-year Treasury rate).

Consumer Price Index: Increase of 3.00% per year; retiree COLA increases due to CPI are subject to a 3.0% maximum change per year for General Tier 1 and Safety. For General Tier 2, SEIU members receive a fixed 2% cost-of-living adjustment, not subject to changes in the CPI, that applies to future service after March 2003.

Payroll Growth: Inflation of 3.00% per year plus “across the board” real salary increases of 0.50% per year.

Increase in the Internal Revenue Code Section 401(a)(17) Compensation Limit: Increase of 3.00% per year from the valuation date.

Increase in Section 7522.10 Compensation Limit: Increase of 3.00% per year from the valuation date.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Demographic Assumptions

Mortality Rates: Healthy: For General Members: RP-2000 Combined Healthy Mortality Table projected with Scale BB to 2035 set back one year for males and set forward one year for females. For Safety Members: RP-2000 Combined Healthy Mortality Table projected with Scale BB to 2035 set back three years. Disabled: For General Members: RP-2000 Combined Healthy Mortality Table projected with Scale BB to 2035 set forward six years for males and eight years for females. For Safety Members: RP-2000 Combined Healthy Mortality Table projected with Scale BB to 2035 set forward two years. Beneficiaries: Beneficiaries are assumed to have the same mortality as a General Member of the opposite sex who has taken a service (non-disability) retirement.

The above mortality tables contain about a 10% margin, based on actual to expected deaths, as a provision appropriate to reasonably anticipate future mortality improvement, based on a review of mortality experience as of the measurement date.

Member Contribution Rates: For General Members: RP-2000 Combined Healthy Mortality Table projected with Scale BB to 2035 set back one year for males and set forward one year for females weighted one-third male and two-thirds female. For Safety Members: RP-2000 Combined Healthy Mortality Table projected with Scale BB to 2035 set back three years weighted 80% male and 20% female.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Termination Rates Before Retirement: Rate (%) Mortality General Safety Age Male Female Male Female 25 0.03 0.02 0.03 0.02 30 0.04 0.03 0.03 0.02 35 0.06 0.05 0.05 0.03 40 0.09 0.07 0.08 0.05 45 0.13 0.11 0.11 0.08 50 0.18 0.17 0.16 0.12 55 0.29 0.25 0.24 0.18 60 0.48 0.39 0.41 0.27 65 0.77 0.72 0.64 0.44 All pre-retirement deaths are assumed to be non-duty related.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Termination Rates Before Retirement (continued):

Rate (%) Disability Age General(1) Safety(2) 25 0.02 0.11 30 0.04 0.24 35 0.08 0.36 40 0.13 0.58 45 0.21 0.88 50 0.31 1.48 55 0.41 2.88 60 0.54 5.04 65 0.69 0.00 70 0.90 0.00

(1) 35% of General disabilities are assumed to be duty disabilities and the other 65% are assumed to be ordinary disabilities. (2) 90% of Safety disabilities are assumed to be duty disabilities and the other 10% are assumed to be ordinary disabilities.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Termination Rates Before Retirement (continued):

Rate (%) Withdrawal(1) Years of Service General Safety Less than 1 14.00 10.00 1 10.00 6.00 2 8.00 5.50 3 7.00 5.00 4 6.00 4.00 5 4.00 2.75 6 3.75 2.50 7 3.50 2.00 8 3.50 1.80 9 3.25 1.60 10 3.25 1.40 11 3.00 1.20 12 3.00 1.00 13 2.75 0.95 14 2.75 0.90 15 2.50 0.85 16 2.50 0.80 17 2.25 0.75 18 2.00 0.70 19 2.00 0.65 20 or more 2.00 0.60

(1) The greater of a refund of member contributions and a deferred annuity is valued when a member withdraws. No withdrawal is assumed after a member is first assumed to retire.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Retirement Rates (%): PEPRA Age General Tier 1 and 2 General Tier 1 and 2 Safety PEPRA Safety 40 0.00 0.00 1.00 0.00 41 0.00 0.00 1.00 0.00 42 0.00 0.00 1.00 0.00 43 0.00 0.00 1.00 0.00 44 0.00 0.00 1.00 0.00 45 0.00 0.00 1.00 0.00 46 0.00 0.00 1.00 0.00 47 0.00 0.00 1.00 0.00 48 0.00 0.00 1.00 0.00 49 0.00 0.00 1.50 0.00 50 2.50 0.00 2.50 5.00 51 2.50 0.00 2.00 2.00 52 3.00 2.00 3.00 4.00 53 3.50 2.00 4.00 6.00 54 4.00 2.50 17.00 16.00 55 4.50 4.00 22.00 20.00 56 5.00 4.50 22.00 20.00 57 6.00 5.00 20.00 18.00 58 8.00 6.00 19.00 18.00 59 8.00 7.00 22.00 25.00 60 12.00 9.00 22.00 25.00 61 15.00 11.00 25.00 25.00 62 22.00 20.00 35.00 40.00 63 20.00 20.00 40.00 40.00 64 22.00 18.00 40.00 40.00 65 30.00 20.00 100.00 100.00 66 35.00 30.00 100.00 100.00 67 35.00 30.00 100.00 100.00 68 35.00 30.00 100.00 100.00 69 20.00 30.00 100.00 100.00 70 20.00 50.00 100.00 100.00 71 20.00 50.00 100.00 100.00 72 20.00 50.00 100.00 100.00 73 20.00 50.00 100.00 100.00 74 30.00 50.00 100.00 100.00 75 100.00 100.00 100.00 100.00 44

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Retirement Age and Benefit for Deferred Vested Members: For deferred vested members, we make the following retirement assumption: General Age: 59 Safety Age: 54 We assume that 50% and 60% of future General and Safety deferred vested members, respectively, will continue to work for a reciprocal employer. For reciprocals, we assume 4.00% compensation increases per annum. Future Benefit Accruals: 1.0 year of service per year. Unknown Data for Members: Same as those exhibited by members with similar known characteristics. If not specified, members are assumed to be male. Definition of Active Members: All active members of VCERA as of the valuation date. Percent Married: 70% of male members and 55% of female members are assumed to be married at pre- retirement death or retirement. There is no explicit assumption for children’s benefits. Age of Spouse: Female (or male) spouses are 3 years younger (or older) than their spouses.

In-Service Redemptions:

Non-PEPRA Formulas The following assumptions for in-service redemptions pay as a percentage of final average compensation are used: General Tier 1 7.50% General Tier 2 3.50% Safety 7.25% For determining the cost of the basic benefit (i.e., non-COLA component), the cost of this pay element is currently recognized in the valuation as an employer only cost and does not affect member contribution rates. PEPRA Formulas None

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

Individual Salary Increases: Annual Rate of Compensation Increase Inflation: 3.00% per year; plus “across the board” real salary increases of 0.50% per year; plus the following promotional and merit increases: Years of Service General Safety Less than 1 6.00% 8.00% 1 4.25 6.25 2 3.25 4.75 3 2.75 4.00 4 2.25 3.25 5 1.75 3.00 6 1.25 2.25 7 1.00 1.50 8 0.75 1.25 9 0.50 1.00 10 0.50 0.75 11 0.50 0.75 12 0.50 0.75 13 0.50 0.75 14 0.50 0.75 15 0.50 0.75 16 0.50 0.50 17 0.50 0.50 18 0.50 0.50 19 0.50 0.50 20 and Over 0.50 0.50

Average Entry Age for Member Contribution Rates: For non-PEPRA members hired after November 1974, they will pay a contribution corresponding to a General and Safety member hired at entry age 35 and 27, respectively.

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Actuarial Methods Actuarial Cost Method: Entry Age Actuarial Cost Method. Entry Age is the age at the member’s hire date. Normal Cost and Actuarial Accrued Liability are calculated on an individual basis and are based on costs allocated as a level percentage of compensation. Expected Remaining Service Lives: The average of the expected service lives of all employees is determined by:  Calculating each active employee’s expected remaining service life as the present value of $1 per year of future service at zero percent interest.  Setting the remaining service life to zero for each nonactive or retired member.  Dividing the sum of the above amounts by the total number of active employee, nonactive and retired members.

Changes in Actuarial Assumptions and Methods: There have been no changes in actuarial assumptions or methods since the previous actuarial valuation.

.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX A Calculation of Discount Rate as of June 30, 2016 Projection of Pension Plan’s Fiduciary Net Position ($ in millions)

Projected Beginning Projected Projected Projected Projected Projected Ending Year Plan's Fiduciary Total Benefit Administrative Investment Plan's Fiduciary Beginning Net Position Contributions Payments Expenses Earnings Net Position July 1 (a) (b) (c) (d) (e) (f) = (a) + (b) - (c) - (d) + (e) 2015 $4,365 $247 $246 $4 $26 $4,387 2016 4,387 251 270 4 328 4,691 2017 4,691 252 288 5 350 5,001 2018 5,001 257 306 5 373 5,320 2019 5,320 219 325 5 395 5,602 2020 5,602 220 342 6 415 5,890 2021 5,890 201 362 6 436 6,158 2022 6,158 216 382 6 456 6,441 2023 6,441 228 403 7 476 6,736 2024 6,736 184 424 7 496 6,985

2040 8,742 41 710 9 631 8,694 2041 8,694 38 722 9 627 8,627 2042 8,627 35 733 9 621 8,542 2043 8,542 32 742 9 614 8,437 2044 8,437 30 750 9 606 8,314

2089 3,340 5 24 3 250 3,567 2090 3,567 5 18 4 267 3,817 2091 3,817 5 14 4 286 4,089 2092 4,089 5 11 4 306 4,386 2093 4,386 5 8 4 329 4,707

2127 51,029 52 0 * 52 3,827 54,856 2128 54,856 56 0 56 4,114 58,970 2128 Discounted Value: 15 **

* Less than $1 million, when rounded. ** $54,856 million when discounted with interest at the rate of 7.50% per annum has a value of $15 million as of June 30, 2015.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX A (continued) Calculation of Discount Rate as of June 30, 2016 Projection of Pension Plan’s Fiduciary Net Position ($ in millions)

Notes: (1) Amounts may not total exactly due to rounding. (2) Amounts shown in the year beginning July 1, 2015 row are actual amounts, based on the unaudited financial statements provided by VCERA. (3) Years 2025-2039, 2045-2088, and 2094-2126 have been omitted from this table. (4) Column (a): Except for the "discounted value" shown for 2128, none of the projected beginning Plan's Fiduciary Net Position amounts shown have been adjusted for the time value of money. (5) Column (b): Projected total contributions include employee and employer normal cost rates applied to closed group projected payroll (based on covered active members as of June 30, 2015), plus employer contributions to the unfunded actuarial accrued liability. Contributions are assumed to occur halfway through the year, on average.

(6) Column (c): Projected benefit payments have been determined in accordance with paragraph 39 of GASB Statement No. 67, and are based on the closed group of active, inactive vested, retired members, and beneficiaries as of June 30, 2015. The projected benefit payments reflect the cost of living increase assumptions used in June 30, 2016 valuation report and include projected benefits associated with the Supplemental Medical ($27.50) Reserve.

(7) Column (d): Projected administrative expenses are calculated as approximately 0.10% of the projected beginning Plan's Fiduciary Net Position amount. The 0.10% portion was based on the actual fiscal year 2015/2016 administrative expenses (unaudited) as a percentage of the actual beginning Plan's Fiduciary Net Position as of July 1, 2015. Administrative expenses are assumed to occur halfway through the year, on average.

(8) Column (e): Projected investment earnings are based on the assumed investment rate of return of 7.50% per annum. (9) As illustrated in this Exhibit, the Plan's Fiduciary Net Position was projected to be available to make all projected future benefit payments for current Plan members. In other words, there is no projected "cross-over date" when projected benefits are not covered by projected assets. Therefore, the long-term expected rate of return on Plan investments of 7.50% per annum was applied to all periods of projected benefit payments to determine the Total Pension Liability as of June 30, 2016 shown earlier in this report, pursuant to paragraph 44 of GASB Statement No. 67.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX B Glossary of Terms

Definitions of certain terms as they are used in Statement 68; the terms may have different meanings in other contexts.

Active employees Individuals employed at the end of the reporting or measurement period, as applicable.

Actual contributions Cash contributions recognized as additions to a pension Plan’s Fiduciary Net Position.

Actuarial present value of projected benefit payments Projected benefit payments discounted to reflect the expected effects of the time value (present value) of money and the probabilities of payment.

Actuarial valuation The determination, as of a point in time (the actuarial valuation date), of the service cost, Total Pension Liability, and related actuarial present value of projected benefit payments for pensions performed in conformity with Actuarial Standards of Practice unless otherwise specified by the GASB.

Actuarial valuation date The date as of which an actuarial valuation is performed.

Actuarially determined contribution A target or recommended contribution to a defined benefit pension plan for the reporting period, determined in conformity with Actuarial Standards of Practice based on the most recent measurement available when the contribution for the reporting period was adopted.

Ad hoc cost-of-living adjustments (ad hoc COLAs) Cost-of-living adjustments that require a decision to grant by the authority responsible for making such decisions.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX B (continued) Glossary of Terms

Automatic cost-of-living adjustments (automatic COLAs) Cost-of-living adjustments that occur without a requirement for a decision to grant by a responsible authority, including those for which the amounts are determined by reference to a specified experience factor (such as the earnings experience of the pension plan) or to another variable (such as an increase in the consumer price index).

Closed period A specific number of years that is counted from one date and declines to zero with the passage of time. For example, if the recognition period initially is five years on a closed basis, four years remain after the first year, three years after the second year, and so forth.

Collective deferred outflows of resources and deferred inflows of resources related to pensions Deferred outflows of resources and deferred inflows of resources related to pensions arising from certain changes in the collective Net Pension Liability.

Collective Net Pension Liability The Net Pension Liability for benefits provided through (1) a cost-sharing pension plan or (2) a single-employer or agent pension plan in circumstances in which there is a special funding situation.

Collective pension expense Pension expense arising from certain changes in the collective Net Pension Liability.

Contributions Additions to a pension Plan’s Fiduciary Net Position for amounts from employers, nonemployer contributing entities (for example, state government contributions to a local government pension plan), or employees. Contributions can result from cash receipts by the pension plan or from recognition by the pension plan of a receivable from one of these sources.

Cost-of-living adjustments Postemployment benefit changes intended to adjust benefit payments for the effects of inflation.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX B (continued) Glossary of Terms

Cost-sharing employer An employer whose employees are provided with pensions through a cost-sharing multiple-employer defined benefit pension plan.

Cost-sharing multiple-employer defined benefit pension plan (cost-sharing pension plan) A multiple-employer defined benefit pension plan in which the pension obligations to the employees of more than one employer are pooled and pension plan assets can be used to pay the benefits of the employees of any employer that provides pensions through the pension plan.

Covered payroll The payroll of employees that are provided with pensions through the pension plan.

Defined benefit pension plans Pension plans that are used to provide defined benefit pensions.

Defined benefit pensions Pensions for which the income or other benefits that the employee will receive at or after separation from employment are defined by the benefit terms. The pensions may be stated as a specified dollar amount or as an amount that is calculated based on one or more factors such as age, years of service, and compensation. (A pension that does not meet the criteria of a defined contribution pension is classified as a defined benefit pension for purposes of Statement 68.)

Defined contribution pension plans Pension plans that are used to provide defined contribution pensions.

Defined contribution pensions Pensions having terms that (1) provide an individual account for each employee; (2) define the contributions that an employer is required to make (or the credits that it is required to provide) to an active employee’s account for periods in which that employee renders service; and (3) provide that the pensions an employee will receive will depend only on the contributions (or credits) to the employee’s account, actual earnings on investments of those contributions (or credits), and the effects of forfeitures of contributions (or credits) made for other employees, as well as pension plan administrative costs, that are allocated to the employee’s account.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX B (continued) Glossary of Terms

Discount rate The single rate of return that, when applied to all projected benefit payments, results in an actuarial present value of projected benefit payments equal to the total of the following:

1. The actuarial present value of benefit payments projected to be made in future periods in which (a) the amount of the pension Plan’s Fiduciary Net Position is projected (under the requirements of Statement 68) to be greater than the benefit payments that are projected to be made in that period and (b) pension plan assets up to that point are expected to be invested using a strategy to achieve the long-term expected rate of return, calculated using the long-term expected rate of return on pension plan investments.

2. The actuarial present value of projected benefit payments not included in (1), calculated using the municipal bond rate.

Entry age actuarial cost method A method under which the actuarial present value of the projected benefits of each individual included in an actuarial valuation is allocated on a level basis over the earnings or service of the individual between entry age and assumed exit age(s). The portion of this actuarial present value allocated to a valuation year is called the normal cost. The portion of this actuarial present value not provided for at a valuation date by the actuarial present value of future normal costs is called the actuarial accrued liability.

Inactive employees Terminated individuals that have accumulated benefits but are not yet receiving them, and retirees or their beneficiaries currently receiving benefits.

Measurement period The period between the prior and the current measurement dates.

Multiple-employer defined benefit pension plan A defined benefit pension plan that is used to provide pensions to the employees of more than one employer.

Net Pension Liability The liability of employers and nonemployer contributing entities to employees for benefits provided through a defined benefit pension plan.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX B (continued) Glossary of Terms

Other postemployment benefits All postemployment benefits other than retirement income (such as death benefits, life insurance, disability, and long-term care) that are provided separately from a pension plan, as well as postemployment healthcare benefits, regardless of the manner in which they are provided. Other postemployment benefits do not include termination benefits.

Pension plans Arrangements through which pensions are determined, assets dedicated for pensions are accumulated and managed, and benefits are paid as they come due.

Pensions Retirement income and, if provided through a pension plan, postemployment benefits other than retirement income (such as death benefits, life insurance, and disability benefits). Pensions do not include postemployment healthcare benefits and termination benefits.

Plan members Individuals that are covered under the terms of a pension plan. Plan members generally include (1) employees in active service (active plan members) and (2) terminated employees who have accumulated benefits but are not yet receiving them and retirees or their beneficiaries currently receiving benefits (inactive plan members).

Postemployment The period after employment.

Postemployment benefit changes Adjustments to the pension of an inactive employee.

Postemployment healthcare benefits Medical, dental, vision, and other health-related benefits paid subsequent to the termination of employment.

Projected benefit payments All benefits estimated to be payable through the pension plan to current active and inactive employees as a result of their past service and their expected future service.

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SECTION 3: Actuarial Assumptions and Methods and Appendices for the Ventura County Employees’ Retirement Association

APPENDIX B (continued) Glossary of Terms

Public employee retirement system A special-purpose government that administers one or more pension plans; also may administer other types of employee benefit plans, including postemployment healthcare plans and deferred compensation plans.

Real rate of return The rate of return on an investment after adjustment to eliminate inflation.

Service costs The portions of the actuarial present value of projected benefit payments that are attributed to valuation years.

Termination benefits Inducements offered by employers to active employees to hasten the termination of services, or payments made in consequence of the early termination of services. Termination benefits include early-retirement incentives, severance benefits, and other termination-related benefits.

Total Pension Liability The portion of the actuarial present value of projected benefit payments that is attributed to past periods of employee service in conformity with the requirements of Statement 68.

5468999v5/05325.009

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MASTER PAGE NO. 280 of 284 Disability Meeting Agenda - VII. INFORMATIONAL

From: Muir, John J [mailto:[email protected]] Sent: Thursday, April 20, 2017 11:01 AM To: Gallagher, Dan Subject: Follow-up

Hi Dan,

Thank you for providing me feedback

As a follow-up to the items we discussed, the current fee split is 70 % (VCERA) / 30 % (State Street). Based on the 2016 fiscal year, the net earnings (post broker rebates) were approximately $166,114. The breakdown of earnings between VCERA and State Street were approximately $116,280 and $49,834 respectively.

The earnings from a loan collateralized with cash contains two components, demand spread and the re- investment spread. The demand spread follows the fundamental economic theory of supply and demand. If there is limited availability of a security, the demand is higher, and borrowers will pay higher fees. The cash received as collateral for the loaned security is invested in a fund / securities that will generate income. The income from the investment and the demand spread collectively equal the earnings for the loan.

The use of non-cash collateral has become more prevalent in the industry. In this scenario, a security is provided as collateral (non-cash) for the loan; there is only one side of the earnings components, the demand side. In this case, the borrower pays a fee (similar to the demand spread) for the loaned shares.

I hope this provides some clarity.

Please let me know if you have additional questions or if I can provide other information.

Regards

John John Muir Vice President

State Street Global Markets / Securities Finance / One Lincoln Street SFC/3, Boston, MA 02111 P 617-664-2809 / F 617-664-2750 / M 617-938-7480 / [email protected]

This transmission is intended solely for use by the named addressees and any information contained in this email transmission and any attachments is confidential, proprietary and/or privileged information and intended solely for the use of the named addressees. If you are not an intended recipient or a person responsible for delivery to an intended recipient, please immediately notify the author and destroy this transmission in its entirety, whether in electronic or hard copy format. Any unauthorized use and reliance thereon, copying, disclosure, retention or distribution of this transmission or the material in this transmission is forbidden. For additional disclaimers and disclosures; click here

Information Classification: Limited Access

MASTER PAGE NO. 281 of 284 Disability Meeting Agenda - VII. INFORMATIONAL

April 20, 2017

CARILLON TOWER ADVISERS WELCOMES ITS NEW AFFILIATES, SCOUT INVESTMENTS AND REAMS ASSET MANAGEMENT

ST. PETERSBURG, Fla. – Carillon Tower Advisers, a global asset-management firm offering a suite of distribution and operational support to independent portfolio-management teams, has announced an acquisition of Scout Investments and Reams Asset Management. Both brands will join Carillon Tower’s existing affiliates Eagle Asset Management, ClariVest Asset Management and Cougar Global Investments.

Founded in 1982 as a division of UMB Financial (and incorporated in 2001), Scout’s equity strategies are headquartered in Kansas City, Mo., while its fixed-income division, Reams, is headquartered in Columbus, Ind. They have a combined $27 billion under management and advisement as of Dec. 31, 2016. As a result of this acquisition, and anticipated completion of the transaction later in the calendar year, Carillon Tower will distribute Scout and Reams strategies worldwide.

“We are pleased to welcome Scout and Reams to the Carillon Tower family and excited that we will be able to offer our clients a broader set of investment solutions,” said Carillon Tower President and Chairman Cooper Abbott, CFA. “The addition of these unique investment cultures and well- recognized brands to our multi-boutique model is a natural extension of our long-term growth strategy.”

“We are confident that we have found a partner that is committed to our clients and with whom we can work to broaden our reach,” said Scout Chief Executive Officer Andy Iseman. “Complementary management philosophies and similar cultures will ensure a smooth transition.”

As a result of the definitive agreement and pending final closure, Scout Investments and Reams Asset Management will become wholly owned subsidiaries of Carillon Tower Advisers with estimated combined assets under management and advisement in excess of $60 billion.*

About Carillon Tower Advisers

Carillon Tower Advisers is a global asset-management firm supporting autonomous boutiques spanning investment disciplines and asset classes, each with a focus on risk-adjusted returns and alpha generation. We believe this lineup of institutional-class portfolio managers can help investors meet their long-term business and financial goals. Ultimately, this structure allows investment teams to focus on what they do best: managing portfolios.

*All data as of Dec. 31, 2016

CarillonTower.com EagleAsset.com ClariVest.com CougarGlobal.com

For more information, please contact: Liz Gunning Carillon Tower Advisers 727.567.3551 [email protected]

MASTER PAGE NO. 282 of 284 Disability Meeting Agenda - VII. INFORMATIONAL

Ayala, Chris

From: Peter Freire, CEO, ILPA on behalf of Peter Freire, CEO, ILPA Sent: Thursday, April 27, 2017 10:18 AM To: Ayala, Chris Subject: ILPA Opposes Provisions in US CHOICE Act

ILPA OPPOSES PROVISIONS IN US CHOICE ACT LEGISLATION

April 27, 2017

Dear ILPA Members:

Earlier this week, US Representative Jeb Hensarling (R-TX) who chairs the House Financial Services Committee (HFSC) introduced legislation entitled the Financial CHOICE Act of 2017. Included in this bill are provisions which would eliminate mandatory SEC registration for private equity fund managers. Today, the ILPA sent a letter to the HFSC opposing these specific provisions, citing the importance of SEC oversight to transparency and investor protection for both limited partners and their beneficiaries. We specifically requested that these sections be removed from the legislation. This position, which reflects our membership's majority view, is unchanged from our stance when similar provisions were introduced in September 2016.

It is important for the ILPA to weigh in on the CHOICE Act provisions and ensure that the voice of limited partners is heard. While we expect this bill will ultimately pass the U.S. House of Representatives (without our requested changes and divided along party lines), it is our goal that this legislation not move forward in the Senate in its current form. Our work on Capitol Hill supports this outcome.

We invite you to read our letter here as well as our corresponding press release here.

The ILPA continues to advocate for policies that foster an environment of transparency, disclosure and consistent reporting to limited partners. We will keep you updated as this legislative process moves forward and are always available to answer your questions. Please don't hesitate to reach out to me or our Industry Affairs team at any time.

Sincerely, Peter Freire Chief Executive Officer ILPA

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MASTER PAGE NO. 283 of 284 Disability Meeting Agenda - VII. INFORMATIONAL

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