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Private Equity Recommendations | December 7, 2017

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Private Equity Recommendations | December 7, 2017 I. Due Diligence Process Review II. Portfolio Construction III. Manager Selection & Recommendations IV. Requested Board Action *Names used in this presentation are a shortened version that is used for ease of communication purposes throughout this document. The formal recommendations to the Board on the last page of this presentation reflect the full legal names of the investments. 2 Section I 3 2017 Staff Pacing Model $2,000 $1,926 $1,929 16% $1,865 $1,800 $1,709 14% $1,600 $1,465 12% $1,400 $1,198 10% $1,200 $1,000 8% $853 $800 6% Value in US$ (Millions) $600 $511 4% % of TotalPlan Value $400 $235 2% $200 $450 $500 $525 $550 $575 $600 $635 $660 $675 $- 0% 2017 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E Actual PE NAV Annual Commitment PE % of Plan Original Model Target % of Plan Annual pacing plans are developed in the context of multiple year investment horizons. This is necessary because private capital investments deploy and return capital over time rather than all at once. 4 2017 Private Equity Pacing Plan Progress 100% 90% September /October GTCR ($50mm) 80% Dunes Point ($50mm) The 2017 Private May 70% Capital Partners ($58mm) Equity search process Altaris ($50mm) has culminated in 60% Constellation ($12.5mm) $446.8 million of 50% closed and/or February recommended 40% Marlin ($57mm) Heritage ($14.25mm) investments, in line One Rock ($45mm) 30% with the $450 mm % of Pacing Plan Utilized Plan of Pacing % primary fund pacing 20% December Recommendations model goal for the 10% Providence ($60mm) year. LightBay ($50mm) 0% Beg. Year Q1 Q2 Q3 End Year Time Buy-out Growth Equity Special Situations Unallocated Search processes are approved in annual amounts. Progress will be made throughout the year as opposed to all at once. 5 Section II 6 Private Equity Strategy Diversification by Commitment Strategy considerations: Buy-out (40.0% to 75.0%) 29.7% 2015: Overweight special situations 45.6% Growth (5.0% to early for J-Curve mitigation, 25.0%) efficiency of capital deployment, Special Situations and tactical opportunities. 24.7% (10.0% to 35.0%) 2016: Focus on growth opportunity set and continue to add buy-out exposure. Private Equity Target Diversification 2017: Round out buy-out portfolio, and opportunistically add to growth 16.0% Buy-out (40.0% to and credit. 75.0%) Growth (5.0% to 38.4% 25.0%) 24.9% Special Situations (10.0% to 35.0%) Un-allocated 20.7% 7 Private Equity Manager Diversification by Commitment BO 1 BO 2 BO 3 BO 4 The overall goal remains identifying BO 5 BO 6 BO 7 BO 8 top quartile performers to partner BO 9 BO 10 with. BO 11 GE 1 GE 2 GE 3 Position sizing considerations: GE 4 GE 5 SS 1 SS 2 Continue to reduce the unallocated SS 3 SS 4 portion of the private equity SS 5 portfolio while sensibly balancing the trade-off between diversification Private Equity Manager Diversification by Commitment and concentration. BO 1 BO 2 BO 3 BO 4 Areas of focus are enhancing BO 5 BO 6 manager diversification, and BO 7 BO 8 BO 9 BO 10 building strategic relationships BO 11 GE 1 where possible/appropriate. GE 2 GE 3 GE 4 GE 5 SS 1 SS 2 SS 3 SS 4 SS 5 UA 8 TMRS is focused on taking a measured approach to global geographic diversification. Private Equity Geographic Diversification by Private Equity Target Geographic Diversification Commitment 18.1% 16.0% U.S.A. U.S.A. International 15.3% International Un-Allocated 81.9% 68.8% The Target Portfolio keeps a conservative stance on international exposure. Note: Percentages may not add to 100% due to rounding. 9 Section III 10 Manager Recommendations Executive Summary Summary of Recommendations Recommended Recommended Strategy Target Return Terms (no greater than)* Manager/Fund Amount Fee: 2.0% of Committed Capital LightBay Special Situations 15%-20% Net IRR Carry: 20% Carry, 8% preferred $50 million Term: 10 yrs. plus extensions Fee: 2.0% of Committed Capital Providence Growth Equity 20%-25% Net IRR Carry: 20% Carry, 8% preferred $60 million Term: 10 yrs. plus extensions Up to Total Approximate Recommended Investments/Commitments $110 million Inclusive of the above recommendations, 2017 year to date total private equity recommendations approved and committed will equal $492.5and $446.8 respectively, within limits set forth in the 2017 Private Equity Pacing Model and the IPS. 11 Top Candidate Characteristics – LightBay $50 million Recommendation LightBay Process Summary LightBay Capital is raising its first fund, targeting US$450 million of aggregate Date of First TMRS Meeting capital commitments. The fund will 6/29/2017 (Austin) pursue buyout investments in the Dates of Subsequent Meetings Update call – 8/30/2017 consumer, healthcare, and business Onsite meeting – 9/14/2017 services sectors. The firm will have the Update call – 11/10/2017 ability to deploy capital across market Dates of Diligence Advancement cycles, including during periods of ‘B’ Rating – 6/17/17 ‘A’ Rating – 8/04/17 dislocation. LightBay will invest in Date of Consultant Report primarily traditional LBOs, but will also July, 2017 have the capability to pursue more Legal Negotiation Initiated distressed opportunities, depending on 8/28/2017 the market environment. The firm will Comparable Strategies Reviewed target investments of US$25-75 million in 110 (Special Situations) under-capitalized businesses that have 50 (Distressed/Turnaround) not been able to fully achieve their growth Comparable Meetings 135 Special Situations potential. Fund I will form a concentrated 50 Distressed portfolio of approximately 6 to 8 companies. 12 Top Candidate Characteristics – Providence $60 million Recommendation Providence Due Diligence Summary Providence Strategic Growth is an affiliate Date of First TMRS Meeting of the Providence Equity Partners 2/02/2016 (Austin) platform, which oversees more than Dates of Subsequent Meetings US$50 billion of AUM and is 3/22/2016 (GP Office) headquartered in Providence, Rhode 6/28/2016 (Austin) 11/15/2016 (GP office) Island. PSG targets growth equity 2/16/2017 (LPAC call) 4/15/2017 (Austin) investments in Lower Middle Market 6/13/2017 (Austin) technology-enabled companies in North 11/7/2017 (GP Office) America. PSG will make both majority and Dates of Diligence Advancement significant minority investments in ‘B’ Rating – 2/2/2016 ‘A’ Rating – 3/28/2016 breakeven or profitable companies with ‘A’ Re-affirmed – 10/1/2017 an emphasis on companies that have not Date of Consultant Report taken prior institutional capital. The GP October, 2017 will partner with founders and Legal Negotiation Initiated entrepreneurs to invest between US$5-50 9/22/2017 million in companies with revenues Comparable Strategies Reviewed between US$5-75 million. 69 (Growth Equity) 17 (Software focused Growth) Growth Meetings 131 manager meetings 13 Section IV 14 Approval of Recommendation TMRS Staff and Consultant recommend that the Board of Trustees approve the selection of the following funds as detailed in the Board Communication Memo: Recommendations: LightBay Investment Partners, L.P. $50 million Providence Strategic Growth III L.P. $60 million 15 16.
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