Table of Contents s19

PRIVATE EQUITY CONSULTANT REQUEST FOR PROPOSAL

ISSUED: OCTOBER 3, 2016

SUBMISSION DEADLINE: DECEMBER 5, 2016 2016 Private Equity Consultant Request for Proposal

of 42 TABLE OF CONTENTS

A. INTRODUCTION ………………………………………………………………… 1 B. BACKGROUND ………………………………………………………………….. 1 C. SCOPE OF SERVICES REQUESTED…………………………………………….3 D. MINIMUM QUALIFICATIONS………………………………………………….. 6 E. PROPOSED SCHEDULE…………………………………………………………. 7 F. GENERAL CONDITIONS………………………………………………………... 7 G. SUBMISSION REQUIREMENTS…………………………………………………7 H. EVALUATION PROCESS………………………………………………………... 10

ATTACHMENTS 1. Company Questionnaire……………………………………………………………... 12 2. Minimum Qualifications Certification………………………………………………. 13 3. RFP Questionnaire………………………………………………………………...... 15 4. Fee Proposal…………………………………………………………………………. 36 5. Third Party Marketing and Referrals Disclosure Form…………………………...….37

Appendix A: General Conditions and Required City Documents…………………………..38 2016 Private Equity Consultant Request for Proposal

A. INTRODUCTION

The Los Angeles City Employees’ Retirement System (LACERS) is seeking proposals from qualified organizations to provide discretionary consulting services for private equity investments. This Request for Proposal (RFP) details the services sought and instructs interested proposers on the application and selection process. All firms meeting the minimum qualifications outlined in Section D of this RFP are invited to respond. LACERS intends to award a five-year full service contract, subject to Board approval, to one or more firms that best meet LACERS’ needs.

For the purposes of this RFP, the term “private equity” primarily refers to private equity investments (e.g. buyout, venture capital, growth equity, special situations, mezzanine, distressed debt, and credit), but may also include publicly traded or unlisted securities that are offered in a private investment legal structure.

B. BACKGROUND

LACERS is a defined benefit public retirement system established by City Charter in 1937 to provide a retirement benefits to the civilian employees of the City of Los Angeles. Currently LACERS provides services to over 24,000 active employees and provides benefits to over 18,000 retirees and their beneficiaries. LACERS is governed by the Board of Administration, which consists of seven commissioners - four appointed by the Mayor of Los Angeles and three elected by active and retired members of LACERS.

As of June 30, 2016, LACERS total investment portfolio was valued at $14.0 billion with target allocations as follows:

Asset Class Current Target Allocation Allocation U.S. Equity 25.0% 24% Non-U.S. Equity 28.7% 29% Core Fixed Income 19.1% 19% Credit Opportunities 5.0% 5% Alternative (Private Equity) Investments 10.1% 12% Real Assets 10.9% 10% Cash 1.1% 1%

As of December 31, 2015, LACERS’ private equity portfolio had a market value of $1.4 billion, total committed capital of $3.5 billion, and unfunded commitments of $892.4 million.

4 2016 Private Equity Consultant Request for Proposal

A snapshot of LACERS private equity portfolio is provided in the table below.

Private Equity Portfolio Snapshot As of December 31, 2015 (U.S. $ millions) Active Partnerships 159 Inactive Partnerships 49 General Partner Relationships 111 Capital Committed $3,482 Unfunded Commitment $892 Portfolio Market Value $1,399 Value Multiple 1.48x Net IRR Since Inception 11.0%

The private equity portfolio is benchmarked against the Russell 3000 plus 300 basis points. The since inception IRR of the benchmark is 9.9%.

LACERS’ private equity portfolio is diversified by strategy as follows:

Strategy Exposure* Large Buyout 14% Mega Buyout 13% Mid Buyout 22% Small Buyout 7% Growth Equity 8% Venture Capital 13% Special Situations 12% Distressed Debt 9% Secondaries 1% *Exposure is defined as market value plus unfunded commitments.

For further information, LACERS’ Alternative Investments (Private Equity) Policy and other investment policies can be accessed online at: http://www.lacers.org/aboutlacers/board/LACERS%20Board%20Governance%20Policies.pdf

LACERS’ calendar year 2015-2016 Strategic Plan and Portfolio Performance Review as of December 31, 2015 can be accessed online at: https://www.lacers.org/aboutlacers/board/BoardDocs/2016/Board/2016-06-14/IV-C%20- %20INVESTMENTS%20-%20Portfolio%20Perf.pdf

C. SCOPE OF SERVICES REQUESTED

The firm(s) selected as a result of this RFP will be responsible for managing and monitoring LACERS private equity portfolio. The services to be provided by the firm(s) shall include, but not be limited to, the following:

1. STRATEGIC PRIVATE EQUITY CONSULTING a. Assist the Board of Administration (“Board”) and LACERS staff in the development of an appropriately structured private equity program, including the establishment of goals, strategies, objectives and performance standards. b. Develop and/or review the Board’s private equity investments policies and guidelines on an ongoing basis and make recommendations for modifications as necessary. c. Prepare monthly, quarterly, and annual performance reports for the private equity portfolio. d. Produce written research on private equity market conditions and opportunities; conduct special projects or other activities as requested. e. Appear at Board and Investment Committee meetings or other meetings to present performance, program updates, research, analyses, written reports, and investment recommendations and respond to questions relating to the private equity program (approximately 4 to 6 times per year). f. Coordinate and communicate with the broader LACERS organization and other LACERS consultants and advisors as appropriate to ensure effective administration of the private equity program.

2. INVESTMENT SOURCING AND SELECTION a. Develop a structured, ongoing process to screen the global universe of available private equity investments (i.e., U.S. and non-U.S. opportunities) and identify those most appropriate for LACERS portfolio; provide monthly reports to LACERS staff summarizing screening activity. b. Evaluate prospective investments and transactions (primaries, secondaries, and co-investments), including those that may be sourced by LACERS staff. If appropriate, engage in comprehensive due diligence that may include general partner site visits and background and reference checking. c. Present written investment recommendation reports to the Board and LACERS staff; reports will include, but shall not be limited to, full results of the comprehensive due diligence, strategic considerations, partnership reviews, commitment amounts and how the investments complement the overall portfolio. d. Work with LACERS staff and legal counsel to negotiate, in the best interests of LACERS, relevant contracts and legal documents including limited partnership agreements and subscription agreements. Assist LACERS with completing subscription documents. Please note LACERS retains external legal counsel for side letter development, negotiation, and finalization.

3. MONITORING OF PRIVATE EQUITY PORTFOLIO a. Provide on-going investment monitoring that may include attending annual meetings, serving on advisory boards, analyzing policy and peer benchmarks, and conducting manager meetings. b. Provide regular updates/assessments of relevant operational and/or strategic changes with investment managers, including, but not limited to, performance, organization, ownership, investment products, and disclosure issues. c. Ensure that investment managers comply with the terms of their contracts. d. Review and recommend course of action on all fund document amendments, consents, and extensions. e. Assist and advise LACERS staff with work-out situations, breaches or violations of limited partnership and side letter provisions, and fund dissolutions as may arise.

4. DATABASE MANAGEMENT a. Maintain information on portfolio exposure, including to vintage years, sub-asset classes (i.e. buyout, venture capital, special situations, etc.), geographic regions, and industries. Maintain information by portfolio type (i.e., core/satellite portfolios). b. Maintain historical information on all cash flow, net asset values, commitments (total, funded, and unfunded), fee payments, cost basis and returns on each investment. c. Calculate performance metrics including IRR and multiple calculations measured against performance benchmarks. d. Provide ability to review cash flows and performance data by individual investment, sector, sub-asset class and portfolio type over quarterly periods.

5. REPORTING REQUIREMENTS a. Quarterly performance report to include at a minimum: i. Market overview and outlook ii. Allocation breakdown by geography, strategy and industry iii. Update on each fund iv. Listing of each fund by strategy v. Date of commitment to each fund vi. Commitment amount to each fund vii. Drawdown amounts by fund viii. Outstanding commitment by fund ix. Distribution amounts by fund x. Fund net asset values xi. IRR and multiples of each fund b. Monthly Report to include at a minimum: i. Listing of each fund by strategy ii. Date of commitment to each fund iii. Commitment amount to each fund iv. Drawdown amounts by fund

v. Outstanding commitment by fund vi. Distributions by fund c. Reconcile monthly and quarterly reports with the records of LACERS custodian bank; provide any other reporting required by LACERS Accounting Division. d. Provide assistance with appropriate information to satisfy public information requests or public reporting requirements. e. Coordinate with general partners to obtain relevant information related to GASB 72 reporting requirements. (http://gasb.org/jsp/GASB/Document_C/GASBDocumentPage?cid=1176165840291) f. Provide a satisfactory operational solution (including the consultant’s coordination with general partners) to ensure LACERS’ compliance with California AB2833 legislation. (https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=201520160AB2833) g. Provide report on management fees and expenses by partnership on an annual basis.

6. EDUCATION a. Provide educational and/or training sessions on private equity investing to the Board and LACERS staff as requested. b. Provide LACERS staff with access to investment research and publications used by consultant.

D. MINIMUM QUALIFICATIONS

A proposing firm (Proposer) must meet all of the following minimum qualifications to LACERS satisfaction to be given further consideration. The Proposer must complete the Minimum Qualification Certification (Attachment 2) substantiating that the Proposer satisfies all minimum qualifications and requirements. Failure to satisfy each of the minimum qualifications may result in the immediate rejection of the proposal.

1. The firm must be a registered investment adviser under the Investment Advisers Act of 1940 and must be a fiduciary to LACERS.

2. The firm (or founding team) must have been in business for at least three years providing discretionary and/or non-discretionary private equity consulting services.

3. The firm (or founding team) must have deployed at least $100 million of private equity commitments per year for the most recent three calendar years on behalf of at least one U.S. public defined benefit plan.

4. The firm must consult for at least one U.S. public defined benefit plan client with a private equity investment program of at least $500 million in committed capital.

5. The senior members of the firm (including the primary and secondary consultant) must have worked together for at least three years at the same entity.

6. The firm must be directly responsible for the management of the account, and all personnel responsible for the account must be employees of the firm.

7. The primary consultant assigned to the LACERS relationship must have a minimum of five years of private equity consulting experience as a primary consultant with a U.S. public defined benefit plan.

8. The firm must not have existing or potential conflict of interests to the LACERS Board, staff, actuary, auditor, investment managers, or other consultants.

9. The firm must carry the following insurance coverage or must have applied for it by the contract execution date:

a. General Liability --- Min $ 1,000,000 b. Error and Omissions (Professional Liability) --- Min $ 1,000,000 c. Fiduciary Liability --- Min $ 1,000,000 d. Workers’ Compensation and Employer’s Liability --- Min $ 1,000,000

LACERS reserves the right to require a higher insurance coverage, if it deems necessary. Please see Appendix A, and reference the General Conditions document (section 31. Bonding, Insurance and Indemnification), for evidence of insurance coverage requirements.

All minimum qualifications, except for no. 9 – insurance coverage, must be met as of December 5, 2016 – 5:00 P.M. PST.

E. PROPOSED SCHEDULE

RFP Available to Prospective Proposers: October 3, 2016 Written Questions Submission by Email:

Should a firm need further clarification on the questions or specifications contained in the RFP, the Proposer may e-mail October 10, 2016 – 5:00 pm PDT questions to [email protected].

The subject line of the e-mail should show the name of your firm and “2016 Private Equity Consultant RFP.” Response to Written Questions posted on LACERS’ website: October 21, 2016 – 5:00 pm PDT www.lacers.org Final Date for Proposal Submission: December 5, 2016 – 5:00 pm PST Interview of Finalists: March 2017 (tentative) Contract Start Date: April 2017 (tentative)

F. GENERAL CONDITIONS

All proposals must comply with the requirements and specifications of this RFP listed on Appendix A (General Conditions and Required Documents).

G. SUBMISSION REQUIREMENTS

1. Response Format. To be eligible for evaluation, a proposal must adhere strictly to the format set forth below. Failure to do so may result in disqualification. Proposers must address each of the required sections indicated below. Completeness, clarity and brevity are stressed in proposals. Each proposal that is submitted must include written acknowledgment in the front cover of the inside of the each 3-ring binder receipt of any and all amendments (if applicable) made to this RFP.

Within each section of the proposal, the proposer should address the items in the RFP in the order in which they appear in the RFP. Furthermore, repeat and bold-type each question number and question in the RFP before providing your answer.

Responses to the RFP in the Word document should be in standard 12 point Times New Roman font (or its equivalent), non-bold and non-italicized. All questions requesting asset values must be stated in U.S. Dollars only.

All forms, the RFP Questionnaire, and the electronic versions in Word and Excel provided in this RFP must be completely filled out. If a question does not apply to you, please write in “not applicable” and then state the reason why the question does not apply to your firm.

Do not reformat, rephrase, or alter any question presented in this RFP. Respond directly to the question as it is asked. 11 2016 Private Equity Consultant Request for Proposal

The content and sequence of the proposal must be as follows:

Section Title I Cover Page II Table of Contents III Letter of Transmittal IV Required Documents

I. Cover Page

Title for cover page: “2016 Private Equity Consultant RFP”

II. Table of Contents

Immediately following the cover page, there must be a comprehensive Table of Contents of the material included in the proposal. The Table of Contents must clearly identify the proposal section/subsection and the applicable page numbers.

III. Letter of Transmittal

A letter of transmittal must accompany all responses to this RFP and placed as the first page of the proposal. The letter of transmittal must further state that the proposal is valid for eight (8) months subsequent to the proposal due date.

The letter of transmittal MUST: a. identify the proposal as “2016 RFP for Private Equity Consultant”; b. identify the submitting organization; c. identify the name and title of the person authorized by the organization to contractually obligate the organization; d. identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification; e. certify that your firm has fully complied with all provisions of the RFP and that all statements are true and accurate, and that the firm has not knowingly made any false or misleading statements in its proposal; f. be signed by a person authorized to contractually obligate the organization.

IV. Required Documents a. Company Questionnaire (Attachment 1) b. Minimum Qualifications Certification (Attachment 2) c. RFP Questionnaire (Attachment 3) including requested Exhibits: Exhibit A) Organizational Charts of Parent/Subsidiary Relationships, Respondent’s Organization, and Consulting Unit Exhibit B) Form ADV Part I and II 12 2016 Private Equity Consultant Request for Proposal

Exhibit C) Two (2) Recent Due Diligence Reports (one recommending an investment opportunity and one rejecting an opportunity) Exhibit D) Sample Private Equity Investment Policy Exhibit E) Firm Policy for Allocating Private Equity Investments Exhibit F) Sample Performance Report Exhibit G) Firm Policy on Conflicts of Interests Exhibit H) Sample White Papers/Research on Private Equity d. Fee Proposal (Attachment 4) e. Third Party Marketing Disclosure (Attachment 5) f. City Required Forms (Appendix A) 1) Warranty/Affidavit 2) Affirmative Action Plan 3) Bidder Certification – City Ethics Commission Form 50 4) Bidder Certification – City Ethics Commission Form 55 5) Composition of Total Workforce Report

2. Hard Copy Binder. Eight (8) hard copies of the proposal shall be submitted, each in a 3-ring binder, indexed with each section separated by properly labeled tab dividers. The name of the firm shall be placed on the front cover with “2016 Private Equity Consultant RFP” and the date of “December 5, 2016.” The name of the firm shall appear on the spine of each copy of the RFP binder. One copy shall be labeled “ORIGINAL” on the front cover and spine, shall contain all original signatures, and all original completed documents as required by Section G.1.

Additional copies of the proposal may be requested from firms selected for interview. These copies must be the duplicates of the response submitted for evaluation.

3. Word (or PDF) and Excel Electronic Versions. In addition to the hard copy responses of the proposal, please provide the proposal and the responses in Microsoft Word (or PDF) and in Microsoft Excel saved on an electronic storage media such as: CD or flash drive (also known as jump drive or USB keychain drive).

The Excel spreadsheet containing questions and answers to the RFP must be submitted in the format specified in the downloaded Excel RFP Questionnaire and saved with a file name using the prescribed file name format found in the spreadsheet. We strongly advise against cut and paste answers from the Word document directly to the Excel document as it may change the integrity of the formatted Excel cells.

Note that the Excel spreadsheet may have maximum word limits that are not necessarily found in the Word document. In such cases we would expect respondents to summarize the answers while maintaining the same meaning and consistency with the Word document responses, where applicable. Please carefully follow the instructions located at the top of the formatted Excel spreadsheet. LACERS reserves the right to utilize only the response from the Word (or PDF) 13 2016 Private Equity Consultant Request for Proposal

document should there be any inconsistencies between the Word (or PDF) and the Excel spreadsheet.

The electronic storage media containing the file of the Word document and the file of the Excel spreadsheet should be identified with the firm name and “2016 Private Equity Consultant RFP” directly on the electronic storage media and placed in a sealed envelope with the firm’s name written across the front and attached or affixed inside the front cover of the original signature binder only.

4. Authorization to Bind Organization. Proposals must be signed by an individual with the authority to bind the Proposer organization and the authority of the individual signing must be stated thereon (see “Company Questionnaire” form).

5. Submitting the RFP Binders and Electronic Storage Media. The hard copy proposals in the 3-ring binders along with the electronic storage media (containing the Word (or PDF) document and Excel spreadsheet) shall be sealed in packaging suitable for safe delivery which shall be clearly marked on the lower left hand corner of the front of the packaging for identification purposes:

NAME OF FIRM 2016 PRIVATE EQUITY CONSULTANT RFP

With the package addressed to:

INVESTMENT DIVISION LOS ANGELES CITY EMPLOYEES’ RETIREMENT SYSTEM 202 W. FIRST STREET, SUITE 500 LOS ANGELES, CA 90012-4401

To ensure proper delivery, please include the full nine digit zip code when addressing the package.

6. Deadline. All eight (8) completed and fully signed copies of the final proposals must be received at LACERS office by 5:00 P.M. PST on December 5, 2016. In addition, a soft copy of the proposal including the Excel spreadsheet must be e-mailed to LACERS at [email protected] no later than December 5, 2016 at 5:00 PM PST. Please be aware of file size limitations to ensure timely delivery of the soft copy via email. Date and time will be recorded on the proposals upon their arrival.

H. EVALUATION PROCESS

1. Minimum Qualifications Evaluation. LACERS will only evaluate proposals from firms that meet all of the minimum qualifications as specified in Section D of this RFP. Proposals from firms that fail to meet all of the minimum qualifications in LACERS’ sole judgment will be dismissed.

2. Proposal Evaluation. Proposals from firms that satisfy all of the minimum qualifications in LACERS’ sole judgment will be evaluated and ranked based on the following broad scoring categories:

Criteria Weight Consultant Team assigned to LACERS’ account and its depth, 35% breadth, and experience. Organization Strength: Research platform, other available 35% consulting resources, and operation & administrative support. Soundness of investment philosophy and approach to meeting 20% LACERS’ needs. Fee proposal 10%

A semifinalist list, consisting of no more than the four highest scoring firms, will be approved by LACERS Investment Committee for advancement in the evaluation process.

3. Due Diligence. LACERS staff will conduct due diligence on semifinalist firms for further evaluation.

4. Interviews. No less than two semifinalist firms that satisfactorily pass LACERS’ due diligence will be considered finalists and invited to interview with LACERS’ Board of Administration (Board). In evaluating finalists, the Board may consider, but is not limited to, factors such as a firm’s service offerings, quality and experience of the firm and consulting team, investment philosophy and approach, reasonableness of fees, etc.

5. Award of contract. LACERS Board of Administration may select one or more firm(s) to provide private equity consulting services.

ATTACHMENT 1

COMPANY QUESTIONNAIRE

______Proposer Firm Name

______Organization’s Legal Name

______Type of Business (Corporation, Partnerships, Individual, etc.) Website Address

______Headquarters Address

______Address of Office Managing the Account (if different)

______RFP Contact Name

______Telephone Number Fax Number Email Address

______RFP Back-up Contact Name

______Telephone Number Fax Number Email Address

______Signer (authorized to contractually bind the Organization) Date

______Name and Title of Authorized Signer (Please print)

______Signer (authorized to contractually bind the Organization) Date

______Name and Title of Authorized Signer (Please print)

ATTACHMENT 2

MINIMUM QUALIFICATIONS CERTIFICATION

The Proposer must substantiate that the firm satisfies all, except no. 9 – insurance coverage, of the minimum qualifications stated in Section D of this RFP, to LACERS’ satisfaction, to be given further consideration. The statement must contain sufficient information as prescribed to assure LACERS of its accuracy. Failure to satisfy each of the minimum qualifications, based on LACERS’ sole judgment, will result in the immediate rejection of the proposal.

The signature of the authorized representative of the proposer firm represents and warrants that the proposer has met all, except no.9 – insurance coverage, of the minimum qualifications by December 5, 2016. The insurance coverage requirement must be met by contract execution date.

1. The firm is a registered investment advisor under the Investment Advisers Act of 1940 and must be a fiduciary to LACERS.

2. The firm (or founding team) has been in business for at least three years providing discretionary and/or non-discretionary private equity consulting services.

Number of years firm (or founding team) has been in business:______

3. The firm (or founding team) has deployed at least $100 million of private equity commitments per year for the most recent three calendar years on behalf of at least one U.S. public defined benefit plan.

Amount of private equity commitments deployed on behalf of Calendar Year a U.S. public defined benefit plan (U.S. $ millions) 2013

4. The firm consults for at least one U.S. public defined benefit plan client with a private equity investment program of at least $500 million in committed capital.

Name(s) of client(s):______

ATTACHMENT 2 17 2016 Private Equity Consultant Request for Proposal

MINIMUM QUALIFICATIONS CERTIFICATION (Continued)

5. The senior members of the firm (including the primary and secondary consultant) have worked together for at least three years at the same entity.

Number of years:______

Entity:______

6. The firm is directly responsible for the management of the account, and all personnel responsible for the account are employees of the firm.

7. The primary consultant assigned to the LACERS relationship has a minimum of five years of private equity consulting experience as a primary consultant with a U.S. public defined benefit plan.

Name of primary consultant:______

Number of years of experience with a U.S. public defined benefit plan:______

8. The firm does not have existing or potential conflict of interests with the LACERS Board, staff, actuary, auditor, investment managers, or other consultants.

9. The firm carries the insurance coverage as stated in item D.9 as of December 5, 2016. If the firm does not currently carry the required coverage, it will carry the coverage or must have applied for it by the contract execution date.

______Authorized Signature Print Name

______Title Date

ATTACHMENT 3

REQUEST FOR PROPOSAL (RFP) QUESTIONNAIRE

A. ORGANIZATION 1. Provide the address of the primary office (primary point of contact) that will service this account. If you have other office locations, provide the address and telephone number for each office, and briefly explain the primary functions performed within these offices. Please also identify the location of the firm’s headquarters.

2. Give a brief history of your firm's involvement in the private equity consulting business, including the year of organization, current ownership structure, and affiliations.

3. Describe the ownership structure of the firm, including affiliations, subsidiaries and employee ownership. List all owners and describe ownership structure by percentage. Please state the name of any one owner who controls more than 50% of the firm. List any owner who doesn’t spend the majority of their time with the ongoing management or daily affairs of the firm. Has your firm undergone ownership structure changes in the past three years, or is ownership change planned or anticipated at this time? Briefly explain.

4. Attach as Exhibit A the following organizational charts: a) Parent/subsidiary relationships. b) Respondent’s organization. Please indicate key personnel names and titles with a “*”. Below the chart, please insert detailed biographies of the key personnel including education, certifications, and years of private equity consulting experience. c) Your consulting unit listing major functional areas with the names and titles of key staff in each area along with the total number of staff in each area. If there are overlaps, please indicate and explain as a footnote.

5. How many years has your firm provided private equity consulting services both on a discretionary and non-discretionary basis? How many years has your firm provided discretionary and non-discretionary consulting services to public pension plans? Of the firm’s total committed capital, what percentage is discretionary and what percentage is non- discretionary? How has this service arrangement between discretionary and non- discretionary evolved since the firm’s founding? Has your firm changed its focus from non- discretionary (or discretionary) engagements within the last 10 years? If so, please explain why.

6. Is your firm an “emerging manager” or “emerging business”? If yes, please discuss the factors that qualify you as an “emerging manager” or “emerging business.”

7. Please indicate whether your firm is a registered investment advisor under the Investment Advisers Act of 1940 and whether your firm functions as a fiduciary. If so, please provide a copy of the firm’s most recent Form ADV (Part I & II) and attach as Exhibit B. Will you be a fiduciary to LACERS? Please elaborate if your firm will not act as a fiduciary.

8. What are your firm's consulting specialties, strengths, and limitations? What differentiates your firm from competitors? Please list all types of investment strategies that your firm evaluates (e.g. buyout, venture capital, credit, etc.).

9. What services does your firm (or any subsidiary or affiliate) offer in addition to the pension fund private equity consulting services as listed in Section C. Scope of Services Requested?

10. Does your firm provide private equity consulting services to other private equity managers or internally managed fund products (i.e., fund-of-fund managers, discretionary private equity managers)? If so, please explain how your firm manages conflict of interests.

11. For the past five calendar years, please list your firm’s lines of business and approximate contributions of each business to your firm’s total revenue (expressed in dollars and percentages). If you are an affiliate or subsidiary of an organization, what percentage of the organization’s total revenue does your division generate.

12. Does your firm subcontract or outsource any parts of your investment consulting business? Please describe in detail which functions are performed externally and reason for doing so. Please provide the names of the providers, office locations, number of years in business, and the qualifications of the specific people who will be working on our account. How does your firm manage and monitor the quality control of outsourced services?

13. Describe your present and future business plan/strategy as it relates to ownership structure and private equity consulting services. Describe your plans for managing the future growth of your firm in terms of staff, maximum assets, number of clients, etc. and how this impacts your ability and commitment to servicing your existing clients.

B. CLIENTS 14. Please complete the table below as of June 30, 2016. Exclude any project-based clients.

Client Base Profile Number of Number of Non- Total Number of Client Type Discretionary Discretionary Clients U.S. Public Pension Funds Corporate Pension Funds Endowments/Foundations Other (Please specify) TOTAL

15. Please indicate the number of discretionary and non-discretionary private equity consulting clients gained and/or lost for the periods listed below. Exclude any project-based clients.

Clients Gained & Lost Number of Clients Number of Clients Total Number of Clients Calendar Year Gained Lost at Year End 2016 2015 2014 2013 2012

16. For all clients that terminated your services (as indicated in your response to the previous question), please provide the name of the client, the dollar amount of assets under management1 at time of termination, the reason for termination, and the year terminated.

17. Please list your 10 largest institutional clients (as measured by total plan size) as of June 30, 2016, in the table below. Exclude any specific project-based clients. Also, list those clients you are using to meet the RFP minimum qualifications and place a “*” next to their names.

Largest Institutional Clients (U.S. $ millions) Years Total Plan Private Equity with Discretionary/ Client Name Size Program Size* Client Client Type Non-Discretionary e.g. Client 1 $10,000 $1,000 5 Public Pension Discretionary e.g. Client 2 $8,500 $600 7 Corporate Discretionary e.g. Client 3 $8,000 $300 2 Endowment Non-Discretionary

*Total capital commitments

18. Provide information in the tables below for your firm’s five largest U.S. public defined benefit plan clients (as measured by total plan size) for both discretionary and non- discretionary accounts between January 1, 2012 and June 30, 2016. Terminated relationships should be footnoted with the year of termination. For current clients, use values as of June 30, 2016. For terminated clients, use values as of the termination date. Also include U.S. public defined benefit plan clients with private equity assets between $1 billion and $2 billion in market value and committed dollars between $1 billion and $3 billion. Note these clients with an “*” next to their names. Largest U.S. Public Defined Benefit Plan Discretionary Clients (U.S. $ millions) Private Equity Market Value of Target Private Equity Client Name Total Plan Size Allocation Portfolio Total $ Committed e.g Client 1 $10,000 $1,000 $800 $1,500

Largest U.S. Public Defined Benefit Plan Non-Discretionary Clients (U.S. $ millions)

1 Assets under management include discretionary and/or non-discretionary assets managed/advised by the firm on behalf of clients. 21 2016 Private Equity Consultant Request for Proposal

Private Equity Market Value of Target Private Equity Client Name Total Plan Size Allocation Portfolio Total $ Committed e.g Client 1 $8,000 $300 $800 $1,500

19. Provide a list of pension fund clients to whom your firm has provided specific project consulting in the last three years. Briefly describe the type of assignment (e.g., investment policy, staffing study, market study, specialized/non-traditional private equity investments, etc.) using the format below:

Project-Based Clients Client Name Year Service Provided Assignment

20. Provide references using the format below for three U.S. public defined benefit plans (or other types of clients if three public pension funds are unavailable) with assets over $3 billion for whom you provide primary consulting services comparable to the services requested in this RFP. Indicate whether they are a discretionary client (D) or a non- discretionary (N) client. Do not provide references that contract with you on a project-basis.

Please secure advanced permission to contact these references.

References Client Name D/N Plan Size Contact Title Phone No. Email

C. PERSONNEL 21. State the total number of employees providing professional-level private equity consulting services within your organization. Please complete the following table for all professionals within your organization who are responsible for providing private equity consulting services. Indicate how many of these professionals would have direct responsibility for the LACERS account by placing a “*” next to their name.

Team Experience Education, Credentials, Years of PE Professional Experience Total Years of PE Name Title Job Function Designations at Firm Experience

22. Complete the table below for the primary consultant2, secondary consultant3, and backup consultant4 who would be responsible for the LACERS account. Please provide brief biographies on each individual including titles, functions, education, certifications, years of private equity consulting experience, years of work experience, previous employers, and number of years in current position. Identify and explain the role of backup personnel and other contingency plans in the case of key professionals and/or primary personnel leaving.

Primary Consultant, Secondary Consultant, and Backup Consultant Profile Percent of time Primary (P), Total Number Years dedicated to Secondary (S), Office of Accounts with Years of LACERS Name or Backup (B)? Title Location Assigned Firm Experience account

23. How does your firm determine which primary, secondary, and backup consultant will be assigned to a particular account?

When attending LACERS’ meetings, the secondary consultant will appear with the primary consultant _____% of the time.

LACERS can expect the backup consultant to substitute the primary consultant _____% of the time.

24. For the primary, secondary, and backup consultants assigned to the LACERS account, please provide a profile of all current clients (with greater than $100 million in assets) using the format below. Provide the client name, plan type (such as U.S. public pension, corporate, endowment/foundation, etc.), length of relationship (relationship with the stated client), client’s total asset size and client’s private equity portfolio size (based on total commitments).

2 Primary consultant – leads the LACERS’ account and the majority of Board interactions. 3 Secondary consultant – supports the primary consultant and day-to-day activities related to the LACERS’ account. 4 Backup consultant – takes the role of the primary consultant when the primary is unavailable. 23 2016 Private Equity Consultant Request for Proposal

Primary Consultant’s Current Clients Number of times this person led Private The person’s presentations at Equity role in this the client’s Portfolio account: Board meeting in Length of Total Asset Size Primary (P), the past 12 Client Plan Relationship Size (U.S. $ (U.S. $ Secondary (S), months (ending Name Type (in years) millions) millions) or Backup (B)? 6/30/16)

Secondary Consultant’s Current Clients Number of times this The person’s person led role in this presentations at Private account: the client’s Total Asset Equity Primary (P), Board meeting Length of Size Portfolio Size Secondary in the past 12 Client Plan Relationship (U.S. $ (U.S. $ (S), or months (ending Name Type (in years) millions) millions) Backup (B)? 6/30/16)

Backup Consultant’s Current Clients Number of times this The person’s person led role in this presentations at Private account: the client’s Total Asset Equity Primary (P), Board meeting Length of Size Portfolio Size Secondary (S), in the past 12 Client Plan Relationship (U.S. $ (U.S. $ or Backup months (ending Name Type (in years) millions) millions) (B)? 6/30/16)

25. List the office location from which deliverables (including research and document development) will be produced. Will any member of the team assigned to the LACERS account work from a location other than this office? If so, please specify which office this consultant will be based.

26. List the personnel (include name and title) who share an equity stake in the organization.

27. Describe your compensation and incentive program for hiring and retaining consultants and other key professionals.

28. Explain how junior level staff are trained or developed to assume more senior level positions and cite the criteria used to promote them.

29. List and describe how many support staff, such as research analysts and other technical personnel, that the primary consultant has access to in servicing the LACERS account. Please describe your firm’s quality control process in reviewing the deliverables produced by support staff.

30. What policies are in place to control the workload and the number of clients serviced by each consultant? Is there a limit on the number of accounts that a consultant may handle?

31. Describe the turnover in key professionals in each of the last 5 years (2012-2016). Indicate the number of people gained/lost in the following categories:

i. Client consultants ii. Key technical personnel iii. Management professionals

Turnover of Key Professionals Year Joined/Left Years with Reason for Name Position Firm Firm Replacement Leaving

D. SERVICES 32. List all services provided in a typical private equity full service discretionary consulting and performance monitoring relationship. List the special services that you have provided to meet needs of other clients including any service mentioned or referenced in this RFP. Which of those services are in addition to the Scope of Services described in this RFP? Also, indicate which services mentioned or referenced in this RFP that you will not provide or have decided to outsource. Why has your organization decided not to deliver such services or to outsource such services?

33. What approaches does your firm use to communicate with your clients? What services typically fall under client service? What is your availability to meet with the Board and staff 25 2016 Private Equity Consultant Request for Proposal

for investment policy review, manager searches, and other issues that may arise? If awarded a contract, what is your plan for ensuring that the relationship with LACERS is successful?

34. Describe the services of your organization that distinguish your firm from other private equity consultants. Discuss how your strengths would add value to LACERS’ portfolio.

35. Do you attend annual manager or partnership meetings on behalf of your clients? How does your firm determine which meetings to attend? Will you participate at a client’s specific request and will there be a charge for this service?

36. Please elaborate on the approach, frequency, and staffing assigned to the following services for a discretionary private equity engagement. How would the service differ if it were a non- discretionary relationship? i. Partnership or fund sourcing. ii. Desk review and on-site due diligence; preparation of comprehensive due diligence reports. iii. On-going fund and GP monitoring. iv. Strategic and tactical planning and pacing studies. v. Asset allocation and risk management advisory for private equity programs. vi. Legal (partnership document) review. vii. Terms and conditions negotiation. viii. Work-out situations. ix. Performance reporting. x. Annual GP meeting attendance. xi. Private equity program policy development and program structuring assistance. xii. Cash flow modeling. xiii. Capital call and distribution notice review and checks and balances process. xiv. Other services (please elaborate).

37. Does your firm retain full-time internal legal counsel and/or utilize external legal counsel for limited partnership and related legal document reviews? Please provide rational for the current legal team structure. In what instances would you recommend that the client retain its own outside legal counsel and for what purpose?

F. ASSETS UNDER MANAGEMENT 38. Complete the tables below for the total amount of discretionary and non-discretionary assets under management5 (based on market value plus unfunded commitments) as of June 30, 2016.

Firm Assets Under Management by Client Type (U.S. $ millions) Discretionary Non-Discretionary AUM AUM Total AUM U.S. Public Pensions Corporate Pensions

5 Assets under management include discretionary and/or non-discretionary assets managed/advised by the firm on behalf of clients. 26 2016 Private Equity Consultant Request for Proposal

Endowments/Foundations Other (specify) TOTAL

39. Indicate the amount of discretionary and non-discretionary private equity assets under management (based on market value plus unfunded commitments) for each year from 2006 to 2016 (as of December 31).

Discretionary and Non-Discretionary AUM (U.S. $ millions) Discretionary Non-Discretionary Total 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (as of June 30)

40. Indicate the total amount of discretionary and non-discretionary assets under management (as of December 31 of each year) by investment vehicle type in the tables below.

Discretionary AUM by Investment Vehicle Type (U.S. $ millions) Commingle Co- Other Year Direct d Investment Secondary (specify) Total 2011 2012 2013 2014 2015 2016 (as of June 30)

Non-Discretionary AUM by Investment Vehicle Type (U.S. $ millions) Commingle Co- Other Year Direct d Investment Secondary (specify) Total 2011 2012 2013 2014 2015 2016 (as of June 30)

41. In the tables below, indicate the firm’s discretionary and non-discretionary total committed dollars by year and the percentage of dollars committed to the following:

Discretionary Committed Dollars (U.S. $ millions) Total Committe % Venture % Mezzanine % Distressed % Other Year d % Buyout Capital Debt Debt (specify) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (as of June 30)

Discretionary Committed Dollars (U.S. $ millions) % Funds % between Funds $500 <$500 million % Funds Total million and $1 >$1 % Committe in fund billion in billion in % North Western % Asia % Year d size fund size fund size America Europe Pacific ROW 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (as of June 30)

Non-Discretionary Committed Dollars (U.S. $ millions) Total % % Venture % Mezzanine % Distressed % Other Year Committed Buyout Capital Debt Debt (specify) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (as of June 30)

Non-Discretionary Committed Dollars (U.S. $ millions) % Funds % between Funds $500 <$500 million % Funds Total million and $1 >$1 % Committe in fund billion in billion in % North Western % Asia % Year d size fund size fund size America Europe Pacific ROW 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 (as of June 30)

G. PHILOSOPHY AND APPROACH 42. Please describe your firm’s current consulting philosophy and approach to private equity consulting services. How does this philosophy and approach provide an advantage over your competition?

43. How has this philosophy and approach changed in light of the Great Recession and concerns about private equity liquidity and changes in fund valuations? 29 2016 Private Equity Consultant Request for Proposal

44. Does your firm favor or specialize in a particular sector of the private equity market (e.g., mega buyout, large buyout, middle market buyout, early stage venture, late stage venture, growth equity, mezzanine debt, distressed debt, etc.)? Please elaborate on the pros and cons of the various sectors and how you might position LACERS’ private equity portfolio to gain diversification.

45. How does your firm ensure that it is obtaining broad coverage of the best (i.e., top quartile) general partners?

46. What consideration does liquidity play in structuring a client’s private equity portfolio?

H. FIRM CAPABILITIES & INVESTMENT PROCESS 47. Indicate the types of investment strategies and vehicles that the firm has experience with for U.S. public pension fund clients. Describe the optimal situation for using one of the following vehicle type versus the others:

i. Limited Partnership Interests ii. LLC iii. Fund of funds iv. Co-Investments v. Secondaries vi. Direct Investments

48. Describe the process for determining a client’s commitment pacing schedule. How do you determine a client’s commitment size to any particular fund?

49. Explain the firm’s overall investment process for a discretionary relationship. How do you construct portfolios to optimize diversification across the number of general partner relationships, number of fund commitments, capital commitment per fund, sub-asset classes, sectors, vintage years, etc?

50. How does the firm source and develop new relationships with general partners prior to making a commitment? Does your firm prefer to strengthen existing relationships and do follow-on funds or seek new general partners to find added value?

51. How many general partners have you met with annually in each of the last three years (ending December 31, 2015) in your offices? How many have you met with at the general partners’ offices in each of the last three years (ending December 31, 2015)?

52. Describe the criteria that the firm uses to determine which general partners are “top quartile.” What are the advantages and disadvantages of using this criteria?

53. List a sample (if allowable or conceal names as appropriate) of the “top quartile” funds that your firm has made commitments to for (and prior to) vintage year 2013 for U.S. public pension plan clients. Indicate whether the funds are buyout, venture capital, growth equity,

distressed debt, special situation funds, etc. and provide the gross IRR of each fund as of June 30, 2016.

54. How would you assist LACERS in developing new relationships with top quartile general partners while maintaining strong relationships with LACERS existing top performing general partners?

55. What is your process for sourcing and analyzing first-time funds? What factors typically eliminate first-time funds from receiving a commitment?

56. In the table below, please provide a list of first- and/or second- time (institutional) funds you have recommended to your U.S. public defined benefit plan clients within the last 10 calendar years.

Gross IRR as Net IRR as of of March 31, March 31, Commitment 2016 (if 2016 (if Fund Name Vintage Year Fund Size Strategy Size available*) available*)

* If March 31, 2016 data is not available, please footnote the as of date. 57. Indicate the firm’s geographic investment coverage by describing the firm’s investment activities in the following markets. Only address instances where actual investment commitments have been made. If you do not invest in any of the markets listed below, please briefly explain why.

i. United States ii. Canada iii. Western Europe iv. Central and Eastern Europe and Russia v. Japan vi. China vii. India viii. Southeast Asia ix. Australia x. Israel / Middle East xi. Latin America xii. Africa

58. Over the next three to five years, which of the markets listed in the previous question do you intend to make new investments in or exit? Why do you believe opportunities exist or do not exist in these markets? If LACERS awarded you the private equity consulting services contract, what would you project the committed capital weights (in percentage terms and adding to 100%) of LACERS private equity portfolio to be for each of the regions above in the year 2020? 2023?

59. Explain how the firm determines its private equity strategic allocation policy (i.e., the allocation between buyout, venture capital, growth equity, distressed debt, special situations, secondary funds, etc.) for U.S. public pension plans like LACERS. Is the allocation policy similar for all of your U.S. public pension plan clients or customized to meet specific client needs? Please explain.

60. Briefly describe the firm’s due diligence process for investments. Please attach (1) a copy of a recent due diligence report recommending a commitment and (2) a recent due diligence report where an investment was declined. Redacted reports are acceptable. Attach as Exhibit C.

61. What is your approach to allow the client to source its own partnerships funds for referral to the private equity consultant? Please describe any experience your firm may have in this arrangement?

62. Briefly describe the firm’s approach and process to evaluating non-U.S. private equity investments.

63. Briefly describe the firm’s experience with opportunistic alternative investments (e.g., mezzanine, distressed debt, etc.).

64. What is your definition of an “emerging manager”? Please include criteria such as first- or second-time fund, AUM, etc. How do you source these types of funds? Does your firm have any staff dedicated to sourcing and evaluating emerging managers? In the table below, list emerging managers you have made commitments to based on your firm’s definition.

Gross IRR as Net IRR as of of March 31, March 31, Commitment 2016 (if 2016 (if Fund Name Vintage Year Fund Size Strategy Size available*) available*)

*If March 31, 2016 data is not available, please footnote the as of date. 65. How many emerging manager conferences has your firm attended in each of the last 5 years? Please list the names of these conferences. Has anyone from your firm been a keynote speaker or participated on a panel? If yes, please mark the conference with a “*”.

66. Please fill out the table below relating to emerging managers (based on your firm’s definition): Total dollars Number of committed to emerging Number of Number of commitments emerging Calendar managers emerging manager made to emerging managers (in Year reviewed meetings taken managers millions) 2016 2015 32 2016 Private Equity Consultant Request for Proposal

2014 2013 2012

What approaches (if any) have you recommended to your clients to get better exposure to emerging mangers beyond direct primary commitments?

67. Does your firm manage its own private equity fund-of-funds? If so, please complete the table below.

Gross IRR Net IRR as of TVPI as of as of March March 31, March 31, Vintage 31, 2016 (if 2016 (if 2016 (if Fund Strategy Year Fund Size available*) available*) available*)

*If March 31, 2016 data is not available, please footnote the as of date. 68. Would your firm ever recommend a fund-of-funds managed by another investment manager over your own fund-of-funds? Under which circumstances would your firm recommend a fund-of-funds managed by another investment manager?

69. How does your firm allocate private equity investment opportunities among your advisory clients, separate account clients, and the fund-of-funds that you manage? How do you mitigate any conflict of interests between your direct investment clients versus your fund-of- funds clients? Does your firm manage any other types of assets besides private equity fund- of-funds?

70. LACERS currently does not have a co-investment program. Based on LACERS’ current GP relationships, how would you advise LACERS to develop a co-investment program? How much additional staffing do you anticipate LACERS would need to implement your recommendation? How have you served your other clients to implement co-investment programs?

I. DATABASE 71. Describe the overall capabilities of your investment manager database system.

72. How many of the following are tracked on your performance database? i. Managers/advisors ii. Direct investments iii. Commingled funds iv. Specialized, non-traditional funds

73. How frequently is the private equity investment manager information updated? What are the sources of data and how do you ensure that your data is an unbiased and fair representation of the private equity investment manager universe? What are the specific

criteria used to determine the investment strategy (core, enhanced, high return, etc.) for an investment manager or product? How is the information verified?

74. What level of detail is included in your database for screening purposes (e.g., assets under management, client information, staffing information, research capabilities, fees, etc.)?

75. Do you receive a fee or other consideration from investment managers who wish to be maintained on your database? Do you sell database information? Do you receive compensation directly or indirectly from the sale of this information? What percentage of your revenue do you derive from sales to or subscriptions from investment managers on your database?

J. GENERAL PARTNER SEARCHES 76. Please list the firm’s top 10 existing general partner relationships where your firm has made a commitment to at least two or more of their funds for the last 10 calendar years in the table below.

Gross IRR Net IRR as TVPI as of as of March of March March 31, Calendar General Fund Commitment 31, 2016 (if 31, 2016 (if 2016 (if Year Partner Strategy Size Size available*) available*) available*)

*If March 31, 2016 data is not available, please footnote the as of date. Explain why each of these general partners is a top 10 relationship for your firm.

77. How are potential private equity investment opportunities identified? How many private equity investment opportunities have been evaluated per year since 2005?

78. Briefly describe your due diligence process on investment managers during searches. What criteria do you use to evaluate investment opportunities? How does on-site due diligence fit into the process? Who or what internal governance body approves commitments to funds? Are such commitment decisions approved for all similar clients or are they specific to each client?

79. Discuss the number of individuals assigned to monitoring investment products and frequency of both their internal and external manager visits.

80. What percentage of time would each of the key staff assigned to the LACERS account spend meeting with general partners as part of the due diligence process? How many due diligence site visits are conducted each year by each of these key staff?

K. INVESTMENT POLICY & ASSET ALLOCATION 81. Describe your pension fund experience (preferably public pension fund experience) and approach in developing investment policy and objectives for a diversified pension fund, particularly within the context of a comprehensive strategic plan. Comment on your process 34 2016 Private Equity Consultant Request for Proposal

for analyzing a client’s portfolio structure and for recommending changes. Describe the manner in which you assist the Board in monitoring investment policy, strategy and asset mix.

82. Please provide an example of an investment policy focused or specific to private equity. Briefly address in the policy any economic/market assumptions and how the strategy achieves its objectives given the current and future changes in interest rates, inflation, and supply and demand constraints. Please attach this policy as Exhibit D.

83. What do you believe is the most appropriate way to categorize and discuss private equity investments to help the client best understand the levels of risk being assumed?

84. Please describe your internal policy for allocating private equity investment opportunities across clients. How do you allocate over-subscribed investment opportunities across clients? Please attach this policy as Exhibit E.

85. What is your outlook on some of the key global events in the U.S., Europe, Asia, Africa and the Middle East? How does this outlook influence your views on private equity programs and policy? How does inflation factor into your views? What are the specific investment strategies and policy that you believe will help public pension plan clients achieve high levels of risk-adjusted returns?

86. How do you measure, monitor, and control risks associated with private equity? Describe any comprehensive program-level risk management tools you use to understand and evaluate the various types of risk associated with a client’s private equity program. Do these tools allow for look-through to portfolio companies? At what level of detail? (i.e. quarterly cash flows and balance sheet information)

87. Based on your knowledge of LACERS and its Investment Policy Statement, please write a maximum one page document on detailing the approach you would take in revising the LACERS Private Equity Investment Policy in terms of direction, performance, and risk of the total program.

L. PERFORMANCE MEASUREMENT 88. Describe your performance measurement system. Is the system proprietary/internally developed or an “off-shelf” product? Do you plan to make any changes to the current system?

89. What private equity sub-asset classes (e.g., buyout, venture capital, growth equity, etc.) are tracked in your performance measurement system?

90. How many years of useable performance data are in your database?

91. Does your firm follow the Global Investment Performance Standards (GIPS)? If not, please explain why.

92. Describe your methodology in computing partnership returns, management fees, and incentive fees including the actual formula utilized, the frequency of calculation, and the treatment of cash flows, stock distribution, etc.

93. Describe the process and frequency of verification and reconciliation of investment managers’ returns and fees with the GP.

94. What is the basis for portfolio valuations? Do you utilize the general partners’ valuations? Do you independently verify the general partners’ valuations, fees (including fee offsets), expenses, carried interest, and clawbacks? What tools or services do you use to do this?

95. What benchmark(s) do you recommend for evaluating the performance of a public pension plan private equity program and why? What are the benefits and shortcomings of using these benchmarks? What other benchmarks could LACERS adopt for evaluating its private equity program?

96. Describe the flexibility available to customize your reports.

97. Please provide a sample of your firm’s performance report and other standard reports. Attach as Exhibit F.

98. Describe how your organization identifies problems with general partner activities and performance. Include the process by which steps are taken to rectify problems.

99. Describe the steps you have taken on behalf of your clients who have partnership investments that are performing poorly, have legal issues, or where there is a non- performing general partner.

100. For each vintage year from 2003 to 2013, complete one table for your non-discretionary clients and one table for your discretionary clients listed below:

DISCRETIONARY ACCOUNTS PERFORMANCE DATA Gross IRR as Net IRR as of TVPI as of of March 31, March 31, March 31, Vintage Number of 2016 (if 2016 (if 2016 (if Year Partnership Type Partnerships Commitments available*) available*) available*) Venture Capital Growth Equity Buyout Distressed Debt Special Situations Mezzanine

TOTAL *If March 31, 2016 data is not available, please footnote the as of date.

NON-DISCRETIONARY ACCOUNTS PERFORMANCE DATA Gross IRR as Net IRR as of TVPI as of of March 31, March 31, March 31, Vintage Number of 2016 (if 2016 (if 2016 (if Year Partnership Type Partnerships Commitments available*) available*) available*) Venture Capital Growth Equity Buyout Distressed Debt Special Situations Mezzanine

TOTAL *If March 31, 2016 data is not available, please footnote the as of date. M. STANDARDS OF CONDUCT 101. Disclose any financial or other relationship you have or have had with any LACERS Board member, consultant, or LACERS employees. If there are no conflicts of interest, please state, “There are no conflicts of interest to report.”

102. Disclose any gifts1 that your firm has provided to any LACERS Board member, consultant, or LACERS employee in the last three years. If such gifts have been provided, please disclose them using the format below:

Value (U.S. No. Date (mm/dd/yy) Provided to Description of Gifts 1 $)

1 Gifts could be in the form of meals, tickets, paid travel, anything of value over $50, etc.

103. Do you have any written policies or procedures to address conflicts of interest? If so, please provide as Exhibit G.

104. What potential conflicts of interest are posed or may be perceived as a conflict by other activities undertaken by the organization, if any? How are these addressed?

105. Does an internally managed fund-of-funds business pose a conflict of interest for your advisory clients (as it may apply to your firm)? Why or why not?

106. For the past 10 years has your firm, its internally-managed funds, officers, principals, or any affiliate ever:

i. been the focus of a periodic or non-routine Securities and Exchange Commission (SEC) inquiry or investigation or a similar inquiry or investigation from any similar federal, state or self regulatory body or organization,

ii. been a party to or settled any litigation concerning breach of fiduciary responsibility or other investment related matters, or

iii. submitted a claim to your error & omission, fiduciary liability and/or fidelity bond insurance carrier(s)?

107. If ‘yes’ to any of the above, please provide details and the current status or disposition.

108. Has any employee of the firm been convicted of a misdemeanor or felony in the past ten years? Please explain.

109. Has the firm adopted the CFA Code of Ethics and Standards of Professional Conduct? Does the firm have a written code of conduct or set of standards for professional behavior? If so, how is employee compliance monitored?

110. Does your firm have a dedicated, full-time compliance officer? If “yes,” please provide a brief biography of this person including name, title, and compliance experience. If “no,” please explain who manages compliance.

111. Does the firm hold or sponsor investment manager or client conferences? If yes, describe such events occurring in the last year, their usual frequency, and whether the costs of such events are borne by the firm or event attendees?

112. Describe any financial relationships that exist with other organizations such as brokerage firms, insurance companies, commercial banks, investment banks, investment management firms, etc.

113. What is your firm’s position on third-party placement agents and do you currently engage or do business with such service providers? What is the policy for disclosure of placement agents? When and who is responsible for paying the placement agent fees? Is there one- for-one reduction in management fee of the fund for the placement agent fee?

114. How are consultants’ recommendations to clients reviewed, approved (e.g., by an Investment Committee), and monitored by your organization?

N. OTHER 115. Please provide samples of no more than three white papers or short research communications on private equity provided to your clients. Attach as Exhibit H.

116. Describe the firm’s policy or position regarding requests pursuant to the Freedom of Information Act and other public disclosure laws. In particular, but not exclusively, address the policy or position as it relates to venture capital funds.

117. Does the firm provide clients with an online web portal? How long has this website been in use? Describe in detail the information that is available to clients on this website (e.g., partnership names, commitments, aggregate IRR by investment type, portfolio company level information, etc.). Can clients download data from this website and what format is the data available in (e.g. Excel, PDF, etc.)?

118. List the major custodian banks that the firm currently works with.

119. Explain the transition process of moving an active private equity program from the incumbent consultant to your firm. What issues would arise and what problems might be incurred as a result of the transition? Please be as specific as possible.

120. Is your organization a member of ILPA? Has your organization ever been asked to provide research support for their policy development? Has your organization ever participated in the annual ILPA Summit?

121. What are your views on the Institutional Limited Partnership Association’s (ILPA) Principles and the ILPA reporting templates? Are there any provisions of the Principles and/or the reporting templates that you support or disagree with?

122. Please describe your business continuity plan. Have you ever had to activate any parts the plan? If so, describe the effectiveness of the plan and any post-activity modifications to that plan.

123. Please provide your assessment of the new California Assembly Bill 2833 and describe how your firm will manage and assist LACERS compliance with the legislation. Please provide a detailed response.

124. Has your firm helped public pension clients to comply with GASB 72? Describe in details the approach, process, and steps your firm took to help clients to comply with this law.

125. Please describe any policies, programs, and initiatives your firm has adopted to mentor under-represented group(s) in your firm. Provide examples of such staff who have promoted up or out of the organization under such a program.

126. Please provide a list (including page numbers) of the questions and corresponding responses in this RFP that are marked CONFIDENTIAL pursuant to the General Conditions document referenced in Appendix A.

ATTACHMENT 4

FEE PROPOSAL

Provide your lowest proposed fees in U.S. $ for Private Equity Consultant services presented in the format shown in the table below. The contract term is expected to be five (5) years, subject to Board approval. The services detailed in Section C. Scope of Services Requested should form the basis of your proposed fees. Proposed fees must include travel, taxes, and all other expenses. The fee will be evaluated on its competitiveness over 3-year and 5-year time periods.

Year Annual Fee (U.S. $) 1 $

2 $ 3 $ Total Fee: $

Year Annual Fee (U.S. $) 1 $

2 $ 3 $ 4 $ 5 $ Total Fee: $

What is the fee for each additional trip to LACERS’ office (if any) beyond what is anticipated in the scope of services?

Please list any additional services and associated costs which may be performed in conjunction with a private equity consulting engagement with LACERS not included in the annual fee proposal.

Are the fees presented above negotiable? Once a consultant has been selected, negotiations of the fee may become necessary. In no case will the negotiations result in a fee that is higher than the fee contained in the proposal.

ATTACHMENT 5

THIRD PARTY MARKETING AND REFERRALS DISCLOSURE FORM

Firms submitting investment proposals for consideration by LACERS are hereby required to disclose the identity of all third-party marketers and/or individuals by whom the firm has been referred to LACERS, and further indicate those so identified that stand to receive fees or other considerations in the event that a contract between the firm and LACERS is secured.

No Names of Organizations, Name of Principals, and Address Fees (U.S. $) 1

1 For “other considerations” reward, please indicate the estimated monetary value (U.S. $)

APPENDIX A

GENERAL CONDITIONS AND REQUIRED CITY DOCUMENTS

All Proposers are to review and complete the following documents as indicated below:

1. Appendix A: General Conditions and Required City Documents (Located on LACERS’ website in the RFP documents box)

All Proposers are to provide the completed and signed required city documents with the proposal:

a) Warranty/Affidavit (Attachment 1) The document must be signed and notarized.

b) Contractor Declaration (Attachment 2) or a signed version of respondent’s own affirmative action plan which meets all the requirements of the City’s Affirmative Action Plan

c) Non-discrimination, Equal Employment Practices Construction and Non- Construction Contractor (Attachment 3)

d) Bidder Certification – City Ethics Commission Form 50 (Attachment 4)

e) Bidder Certification – City Ethics Commission Form 55 (Attachment 5)

f) Composition of Total Workforce Report (Excel spreadsheet located on LACERS’ website in the RFP documents box)

FAILURE TO COMPLETE THESE DOCUMENTS MAY DEEM YOUR PROPOSAL AS NON-RESPONSIVE.

2. Standard Provisions for City Contracts (Rev 03/09) The copy of the Standard Provisions for City Contracts is found on the web at: http://lacersweb/newlacers4/aboutlacers/request-for-proposals/index.html

3. LACERS’ Investment Policy which is available on the web at: www.lacers.org

4. California Form 700 (Statement of Economic Interests). For more information please reference the City Ethics Commission website at: https://ethics.lacity.org/