CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER INTERDEPARTMENTAL CORRESPONDENCE Date: August 18, 2010 To: Retirement Board Members From4?Sangeeta Bhatia, Retirement Plan Manager Subject: Board Agenda Item No.9: Presentation of New Investment Opportunities by Courtland Partners; Discussion and Possible Action (August 25, 2010, Regular Retirement Board Meeting) Representatives from Courtland Partners, the Plan's real estate consultant, are presenting two investment opportunities for the Retirement Fund and the Retiree Health Benefits Fund. Presentation material from Courtland and from Lone Star Funds is enclosed. Also enclosed are two resolutions to approve the investments, should the Board decide to do so. SB:jae 9.1 RESOLUTION NO. 11-16 RESOLUTION TO INVEST IN LONE STAR FUND VII WHEREAS, the Board of Administration (Board) for the Water and Power Employees' Retirement Plan (Plan) previouslyadopted a 5% allocation to the Real Estate asset class for the Retirement Fund (RF) and the Retiree Health Benefits Fund (RHBF) at the regular Board meeting held on January 16, 2008 (Board Resolution No. 08-49); and WHEREAS, representatives from Courtland Partners, the Plan's real estate consultant, recommend a total commitment of up to $10 million ($9 million from the RF and $1 million from the RHBF) to Lone Star Fund VII (Lone Star VII), a closed end commingled fund focused on opportunistic real estate and debt/loan investments; and WHEREAS, the final closing for Lone Star VII is anticipated to be in the Fall of 2010. NOW, THEREFORE, BE IT RESOLVED, the Retirement Plan Manager is hereby authorized to prepare and submit subscription documents for Lone Star VII pending legal review, and if the subscription documents are accepted by Lone Star, to proceed with the implementation of funding a commitment up to $10 million ($9 million from the RF and $1 million from the RHBF). 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 August 25,2010. Sangeeta Bhatia Retirement Plan Manager 9.2 RESOLUTION NO. 11-17 RESOLUTION TO INVEST IN LONE STAR REAL ESTATE FUND II WHEREAS, the Board of Administration (Board) for the Water and Power Employees' Retirement Plan (Plan) previously adopted a 5% allocation to the Real Estate asset class for the Retirement Fund (RF) and the Retiree Health Benefits Fund (RHBF) at the regular Board meeting held on January 16, 2008 (Board Resolution No. 08-49); and WHEREAS, representatives from Courtland Partners, the Plan's real estate consultant, recommend a total commitment of up to $10 million ($9 million from the RF and $1 million from the RHBF) to Lone Star Real Estate Fund II (Lone Star II), a closed end commingled fund focused on opportunistic commercial real estate and debt investments; and WHEREAS, the final closing for Lone Star II is anticipated to be in the Fall of 2010. NOW, THEREFORE, BE IT RESOLVED, the Retirement Plan Manager is hereby authorized to prepare and submit subscription documents for Lone Star II pending legal review, and if the subscription documents are accepted by Lone Star, to proceed with the implementation of funding a commitment up to $10 million ($9 million from the RF and $1 million from the RHBF). 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 August 25, 2010. Sangeeta Bhatia Retirement Plan Manager 9.3 LOS ANGELES DEPARTMENT OF WATER AND POWER EMPLOYEES’ RETIREMENT PLAN EVALUATION OF A PROPOSED $10 MILLON INVESTMENT IN LONE STAR FUND VII (U.S.), L.P. AND $10 MILLON INVESTMENT IN LONE STAR REAL ESTATE FUND II (U.S.), L.P. AUGUST 25, 2010 COURTLAND PARTNERS, LTD. 200 Public Square, Suite 2530 10866 Wilshire Blvd., Suite 830 Cleveland, OH 44114 Los Angeles, CA 90024 216.522.0330 310.474.3040 WPERP LONE STAR LOS ANGELES WATER AND POWER EMPLOYEES’ RETIREMENT PLAN LONE STAR FUNDS AUGUST 25, 2010 ________________________________________________________________________ TABLE OF CONTENTS I. EXECUTIVE SUMMARY .................................................................................................................. 2 II. ADVANTAGES AND RISKS/CONCERNS SUMMARY .................................................................... 4 III. COURTLAND DUE DILIGENCE ACTIVITIES ............................................................................... 6 IV. FIRM OVERVIEW ............................................................................................................................ 7 V. INVESTMENT STRATEGY ............................................................................................................. 11 VI. TRACK RECORD ........................................................................................................................... 15 VII. FEES ............................................................................................................................................... 18 VIII. U.S. MARKET CONDITIONS ........................................................................................................ 20 IX. COURTLAND RECOMMENDATION ............................................................................................ 30 1 I. EXECUTIVE SUMMARY Courtland Partners, Ltd (“Courtland”) has prepared the following evaluation of Lone Star VII, L.P. (“LSF VII”) and Lone Star Real Estate Fund II, L.P. (“LSREF II”, collectively the “Funds”) for Los Angeles Water and Power Employees’ Retirement Plan (“The Plan”). Provided below is a summary of terms associated with the Funds and a brief discussion of advantages and risks associated with a proposed investment in the Funds. SUMMARY OF INVESTMENT TERMS Investments: Lone Star Fund VII (U.S.), L.P., a Delaware limited partnership Lone Star Real Estate Fund II (U.S.), L.P., a Delaware limited partnership General Partner: LSF VII, L.P. and LSREF II, L.P. (collectively, the “GP” or “Lone Star”) Fund Size: Up to $5.0 billion for each of the Funds GP Co-Investment: 1% of total capital commitments Leverage: No more than 75% on a stabilized basis Investment Strategy: LSF VII: Global investments in distressed loans and securities including single family, corporate, and consumer debt products. Also, global control investments in banks and financially-oriented and asset-rich operating companies. LSF VII may not make significant investments in commercial real estate (“CRE”). LSREF II: Global investments in distressed commercial real estate debt and equity including secured and unsecured debt, high leverage debt financings, real estate- related debt and equity assets, operating companies and securities. LSREF II may not make significant investments in single family residential real estate. Final Closing: Fall 2010 Investment Period: Three years from the final closing date Fund Term: Eight years from the final closing with two one-year extensions at GP discretion Risk/Return: Opportunistic Expected Returns: 25%, gross of fees; 20%, net of fees Preferred LP Return: 8% for aggregate capital contributions of less than $200 million 9% for aggregate capital contributions from $200 million to $400 million 10% for aggregate capital contributions in excess of $400 million Management Fee: 120 basis points for aggregate capital contributions of less than $200 million 105 basis points for aggregate capital contributions from $200 million to $400 million 90 basis points for aggregate capital contributions in excess of $400 million During the Investment Period, this fee is levied on committed equity; thereafter, this management fee is lowered to 45 basis points on unreturned, invested equity. Promoted Interest: After a full return of capital and the preferred LP return, 80/20 to the LPs until the LPs have received a 13% return, then 50/50 until the GP has received 20% of cumulative distributions, thereafter, 80/20 to the LPs. Key Man Provision: John Grayken must spend at least 75% of his time on the business of the Funds. 2 COURTLAND RECOMMENDATION SUMMARY Courtland recommends that Los Angeles Water and Power Employees’ Retirement Plan commit $10 million to Lone Star Fund VII, L.P. and $10 million to Lone Star Real Estate Fund II, L.P. This recommendation is primarily based on the compelling risk-adjusted return opportunity provided by the subject strategies. Furthermore, it is also consistent with Courtland’s desire to further diversify the WPERP real estate portfolio and to provide it with additional diversification by investment manager and style (i.e., a top-tier “opportunistic” fund manager). Courtland’s recommendation of the Funds is based on the following considerations: 1. Superior sponsor with substantive organizational strength and an experienced management team; 2. Sound investment strategy in each of the United States, Europe and Japan; 3. Proven investment track record; 4. Advantageous market conditions given ongoing dislocation in real estate and credit markets; 5. Deal sourcing capability; 6. Alignment of interests; and 7. Flexibility of investment strategy [Remainder of this page intentionally left blank.] 3 II. LONE STAR ADVANTAGES AND RISKS/CONCERNS SUMMARY ADVANTAGES RISKS/CONCERNS Organizational Strength/Management Team. Investments in Distressed Assets. The GP may Lone Star has demonstrated an ability to source and invest in secured and unsecured non-performing