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Discussion of Organizational Changes at Pacific Alternative Asset Management Company; and Possible Action (October 27, 2010, Regular Retirement Board Meeting)

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Discussion of Organizational Changes at Pacific Alternative Asset Management Company; and Possible Action (October 27, 2010, Regular Retirement Board Meeting) CITY OF LOS ANGELES DEPARTMENT OF.WATER AND POWER INTERDEPARTMENTAL CORRESPONDENCE Date: October 21,2010 To: Retirement Board Members From: ~angeeta Bhatia, Retirement Plan Manager Subject: Board Agenda Item NO.9: Discussion of Organizational Changes at Pacific Alternative Asset Management Company; and Possible Action (October 27, 2010, Regular Retirement Board Meeting) The Board of Administration (Board) of the Water and Power Employees' Retirement Plan (Plan) hired Pacific Alternative Asset Management Company, LLC (PAAMCO) in December 2006 to manage a hedge fund of funds mandate for the Retirement Fund with an initial funding of $33 million in February 2007. As of September 2010, the market value of the account was $35.6 million. In August 2010, the Retirement Health Benefits Fund (RHBF) account was initially funded in the amount of $7.5 million, and as of September 2010, the market value of that account was $7.51 million. At the Regular Board meeting held on October 13, 2010, Staff notified the Board of an organizational change involving the ownership structure of PAAMCO Founders, LLC (Founders). In summary, Donald Sussman is now entitled to convert his loan to the company into a 40% equity ownership in Founders. Also at this Board meeting, PAAMCO was placed on organizational watch because of the above-mentioned organizational change. The attached Board memorandum dated October 06,2010, and Resolution No. 11-25 contain the details. As a result of the summary judgment in favor of Mr. Sussman's new stake in Founders, PAAMCO notified Staff on September 30, 2010, of a special redemption window to allow investors to partially or fully redeem their investment from the fund. PAAMCO's standard redemption policy only allows for quarterly redemptions with at least 90 days prior notice; however, PAAMCO is allowing its investors to redeem their investment as of December 31,2010, if noti'fied by October 27,2010. The Plan's accounts in both the Retirement Fund and RHBF will not be subject to any lock-up period if the Board chooses to redeem the Plan's funds. Going forward, Pension Consulting Alliance (PCA) believes Mr. Sussman's permanent ownership stake that provides him with 40% of the net profits in Founders may impact PAAMCO's ability to attract and retain talented employees or partners in the firm because the Founders' compensation will be less than they anticipated; thus, they may not be able to provide desirable compensation to their prospective or current employees. 9.1 After further discussions with PAAMCO, PCA believes the change in the equity structure of Founders is significant, and therefore recommends termination of the Plan's contract with PAAMCO by fully redeeming the Plan's investments in the accounts managed my PAAMCO for the Retirement Fund and RHBF. PCA also recommends beginning the Request for Proposal process for a new hedge fund of funds manager to replace PAAMCO. The following documents are attached: • Resolution No. 11-33 • PAAMCO consent letter • Nossaman LLP memorandum on PAAMCO's consent letter • PCA recommendation to terminate PAAMCO • Board lVIemorandum dated October 6, 2010 • Resolution No. 11-25 (approved October 13, 2010) SB:JW:SV:AL 9.2 RESOLUTION NO. 11-33 RESOLUTION TO TERMINATE THE CONTRACT WITH PACIFIC ALTERNATIVE ASSET MANAGEMENT COMPANY, A HEDGE FUND OF FUNDS MANAGER WHEREAS, the Board of Administration (Board) of the Water and Power Employees' Retirement Plan (Plan) hired Pacific Alternative Asset Management Company, LLC (PAAMCO) to manage a hedge fund of funds mandate for the Retirement Fund (RF) in February 2007 and for the Retiree Health Benefits Fund (RHBF) in August 2010, with an initial funding of $33.0 million and $7.5 million, respectively; and WHEREAS, the market value of the PAAMCO account in the RF was $35.6 million, and $7.51 million in the RHBF, as of September 30,2010; and WHEREAS, at the Regular Board meeting held on October 13, 2010, Staff notified the Board of an organizational change involving the ownership structure of PAAMCO Founders, LLC (Founders); and WHEREAS, the new ownership structure of Founders entitled Donald Sussman, a passive investor in the company, to convert his loan to PAAMCO into a 40% equity ownership in Founders; and . WHEREAS, at the Regular Board meeting held on October 13, 2010, the Board voted to place PAAMCO on organizational watch status for a period of six to twelve months due to the aforementioned organizational change; and WHEREAS, PAAMCO, on September 30, 2010, notified Staff of a special redemption period allowing the Plan an opportunity to redeem all or part of its investments with PAAMCO, as of December 31, 2010, provided PAAMCO is notified by October 27, 2010; and WHEREAS, Pension Consulting Alliance (PCA) believes the new ownership structure may impact PAAMCO's ability to attract and retain talented employees or partners; and WHEREAS, PCA recommends terminating the contract with PAAMCO and fully redeeming the Plan's investments with PAAMCO in the RF and RHBF accounts and to begin the Request for Proposal process for a new hedge fund of funds manager to replace PAAMCO. NOW, THEREFORE, BE IT RESOLVED, the Retirement Plan Manager is hereby authorized to terminate the Plan's contract with PAAMCO, to fully redeem the Plan's funds with PAAMCO in the RF and RHBF, and to begin a Request for Proposal process for a new hedge fund of funds manager. I HEREBY CERTIFY, the foregoing is a full, true, and correct copy of a Resolution adopted by the Retirement Board of Administration [created by Section 1102 (b) of the Los Angeles City Charter] at its regular meeting held on October 27,2010. Sangeeta Bhatia Retirement Plan Manager 9.3 PACIFIC ALTERNATIVE ASSET Rt.I: MANAGEMENT COMPANY DU. Wl\r' September 30, 2010 10 OCT -4 [J12:35 Mr. Jeremy Wolfson Chief Investment Officer Los Angeles Department of Water & Power 111 NOlth Hope Street, Suite 357 ! Los Angeles, CA 90012 j Re: Pacific Hedged Strategies, LLC. I I \ Dear Jeremy, We are writing to inform you of an event which indirectly involves Pacific Alternative Asset Management Company, LLC ("PAAMCO"). As you may know, the majority interest of PAAMCO is currently held by the four founding partners through an entity called PAAMCO Founders Co., LLC ("Founders"). Founders has had a dispute with Franklin Realty Co. and Franklin Realty Holdings, LLC (collectively, "Franklin") since March 2009, when Franklin filed a complaint against Founders alleging, in essence, that it is entitled to a 40% membership interest in Founders. Unfortunately, the court has decided the dispute in Franklin's favor and is expected to enter a final judgment in the near future. Founders is reserving the right to appeal the court's final judgment. Regardless, we want to assure you that the outcome of the case, including any appeal, will not affect the management or operation ofPAAMCO. In this regard, we want to clarify the following points for you: • First, there will be no changes in the professional staff at PAAMCO or in the manner in which PAAMCO manages your investments as a result of this matter. PAAMCO's highest priority remains our clients and we are fully committed to continue carrying out our fiduciary responsibilities at the highest level possible. • Second, Franklin would only obtain a membership interest in Founders, not PAAMCO. As is true today, Franklin will not have any direct interest in PAAMCO and will not have any direct influence over PAAMCO's management, operations or policies. Rather, PAAMCO will continue to be managed by the same four people who have managed PAAMCO since its inception - Jane Buchan, James Berens, William Knight and Judith Posnikoff (the "Founding Partners") - and by its Board of Directors, which is comprised ofPAAMCO's fourteen employee-owners. • Third, specific to Founders, Founders' long-standing governance structure vests almost all decisions to be made by its Board of Managers, and Franklin will not have a seat on the Founders' Board of Managers. Indeed, Franklin will not even have a right to attend meetings of the Board of Managers or appoint or remove a member of the Board 19540 Jamboree Road, Suite 400 Tel: 949-261-4900 Irvine, CA 92612 Fax: 949-261-490] DC-1474449 v3 9.4 Mr. Wolfson September 30, 20 I0 of Managers. As is the case now, Founders' Board of Managers will continue to be comprised solely of the Founding Partners. • Finally, Founders' decisions that are not vested in the Board of Managers will be subject to a vote of the members of Founders, including Franklin. While this includes Franklin, such decisions will be effectively controlled by the Founding Partners given that together they control a super-majority (60%) of the membership interests in Founders. As a result, Franklin will have no effective ability to affect the management or policies of Founders. Notwithstanding the above, the issuance to Franklin of the membership interest it seeks in Founders may teclmically be an "assigrunent" of PAAMCO's advisory agreements under the relatively complex relevant legal standards even though there is no direct change in the entity that is managing your money. Just to be clear, PAAMCO will continue to be the asset manager for your investments, and there is no anticipated change to PAAMCO, its employee-owners and its..continuing business plan. However, if the issuance were to be deemed an "assignment," we would be required to obtain the consent of the members of Pacific Hedged Strategies, LLC (the "Fund") holding more than 50 percent of the capital account balances of all the members of the Fund, so we ask that you please provide your consent to such "assignment" as soon as possible by completing the attached and returning in the enclosed pre-addressed stamped envelope.
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