7. Presentation by Pension Consulting Alliance, Inc - Second Quarter Private Equity Performance Report for Period Ending June 30,2010 7 Los Angeles Department of Water and Power Employees’ Retirement Plan Private Equity Program Performance Report June 30, 2010 Prepared by: Pension Consulting Alliance, Inc. Presented: November 24, 2010 Table of Contents Page Program Overview 3 Private Market Overview 4 Evolution and Current Status of the Private Equity Program 9 Investment Performance 11 Portfolio Structure 13 Partnership Summaries 16 Summary 18 Appendix Tab A Retirement Plan Tracking Schedule A-1 Fisher Lynch Venture Partnership II, LP (FL II) A-2 HRJ Special Opportunities II (U.S.), LP (SOF II) A-3 Landmark Equity Partners XIII, LP (LEP XIII) A-4 Landmark Equity Partners XIV, LP (LEP XIV) A-5 Lexington Capital Partners VI, LP (LCP VI) A-6 Lexington Capital Partners VII, LP (LCP VII) A-7 Oaktree Principal Fund V, LP (OPF V) A-8 Tab B Health Benefits Fund Overview B-1 Health Benefits Fund Tracking Schedule B-2 2 Program Overview The Los Angeles Department of Water and Power Employees’ Retirement, Disability and Death Benefit Plan (the “Plan”) Private Equity Program (the “Program") consists of both fund-of-funds and one direct partnership investment as of June 30, 2010. The Program is relatively young as the initial commitments to two secondary market fund-of-funds were made in 2006 and only 46% of commitments have been drawn down. As private equity partnerships are long-term investments that are invested over several years, the Program is expected to continue to grow and evolve over time. Summary As of 6/30/2010, the Program had $176.0 million in commitments across seven partnerships. Program commitments have been allocated 68% to secondary market fund-of-funds, 23% to primary market fund-of-funds, and 9% to a direct partnership investment. As of the end of the second quarter of 2010, $80.8 million in capital had been drawn down, $15.5 million in distributions had been made, and the Program had a reported value of $66.2 million. The net since inception internal rate of return (IRR) was 0.5% as of June 30, 2010, continuing to improve from the minus (17.0%) IRR as of 12/31/08. Portfolio Summary (as of 6/30/2010) Since Peer Vintage Committed Invested Distributed Reported Partnership Type Age Inception Median Year Capital Capital Capital Value 1 Net IRR IRR Lexington VI Secondary Fund-of-Funds 2006 4.0 yrs. $30 M $27.8 M $6.4 M $18.2 M (0.4%) (0.9%) Landmark XIII Secondary Fund-of-Funds 2006 3.6 yrs. $30 M $26.0 M $9.0 M $17.5 M 0.9% (0.9%) HRJ SOF II Primary Fund-of-Funds 2008 2.3 yrs. $20 M $18.7 M $0.0 M $19.4 M 1.5% 0.3% FL VC II Primary Fund-of-Funds 2008 2.2 yrs. $20 M $5.6 M $0.0 M $5.1 M (8.8%) (15.0%) Landmark XIV Secondary Fund-of-Funds 2008 1.8 yrs. $30 M $2.5 M $0.0 M $2.7 M 6.7% (9.4%) Oaktree PF V Direct Partnership 2009 1.3 yrs. $16 M $2.8 M $0.1 M $3.0 M 12.1% NM Lexington VII Secondary Fund-of-Funds 2009 0.6 yrs $30 M $0.4 M $0.0 M $0.1 M NM* NM Total Program --- --- --- $176 M $80.8 M $15.5 M $66.2 M 0.5% --- * Investment activity is too early for meaningful results The use of fund-of-funds has resulted in a highly diversified portfolio with exposure to more than 400 underlying private equity partnerships which have invested capital with in excess of 4,000 portfolio companies. Overall the Program is diversified across investment strategies, including buyouts (44%), special situations (34%), and venture capital (22%). Given the use of secondary market fund-of-funds, vintage year diversification has been increased with exposures to underlying partnerships dating back to the 1990’s. Approximately $80.8 million (45.9% of the Program’s committed capital) has been invested as of June 30, 2010. The Program’s reported value plus unfunded commitments ($95.2 million) represents an approximate allocation of 2.6% of the total Plan assets as of the end of the second quarter 2010. Given the unique cash flows of private equity partnerships, continued investment activity is required for the Plan to achieve its 5% target for private equity exposure over the long-term. However, attractive partnership selection should be emphasized rather than allocating capital to achieve target allocations. Therefore PCA continues to recommend remaining highly selective in this uncertain marketplace. 1 Source: Thomson Reuters, by comparable universe (All Private Equity, Buyout, or Venture) and vintage year. 3 Private Equity Market Overview Fund raising activity remains at low levels year-to-date in 2010. Through the first nine months of 2010, approximately $68.3 billion in domestic commitments have been raised. Annualizing this activity projects the calendar year activity for 2010 to be below the $95.8 billion raised last year. Buyouts continue to lead fund raising activities through September 30, 2010 raising $41.8 billion of commitments, followed by venture capital at $8.9 billion, secondary and “other” at $8.5 billion, mezzanine at $5.4 billion, and fund-of-funds at $4.1 billion. The “denominator effect” (i.e., as the total value for a plan’s assets decreases in parallel with public market holdings while private equity valuation changes lag the public markets, the private equity portfolio becomes a larger percentage of the shrinking portfolio) and continued uncertainty in the marketplace, significantly dampened fund raising activity in 2009 and has continued to be slow in 2010. Commitments to U.S. Private Equity Partnerships $350 $300 $250 $200 Billions $150 $100 $50 $0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 YTD 10 Buyouts Venture Mezzanine Secondary and Other Fund‐of‐funds Source: Private Eq uity Analyst throug h September 2010 U.S. buyout deal volume over the past couple of years has been well below the peak transaction levels of $137 billion and $475 billion for 2008 and 2007, respectively. Activity levels remained at low levels through the first nine months of 2010 with only $38 billion in transaction value year-to-date. The 2009 calendar year was marked by slow activity in the first nine months with an increase in activity in the fourth quarter, totaling $39 billion in transaction value for the year. Therefore, the calendar year transaction activity for 2010 is expected to outpace last year’s level. In addition, approximately $25.6 billion in announced deals were pending as of the end of the third quarter 2010. 4 Disclosed U.S. Quarterly LBO Deal Volume* 160 140 120 100 ($) 80 Billions 60 40 20 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 * total deal size (both equity and debt Source: Thomson Reuters Buyouts Purchase price multiples (as represented by total enterprise value divided by earnings before interest, taxes, depreciation and amortization) declined from their 2007 peak but have already rebounded to 8.5x as of the third quarter, up from 7.7x in 2009. The current 8.5x purchase price multiple is above the ten-year average for the industry (7.8x). The initial decline in purchase price multiples can be attributed to valuations under pressure and the lack of available financing. However, many industry participants believe that the recent increase in purchase price multiple has been impacted by the significant amount of “dry powder” remaining in the industry combined with the approaching investment period termination has resulted in general partners feeling pressured to deploy capital. In addition, investors should be monitoring transaction activity between private equity firms. Historically, transactions between private equity firms have been reasonable under the circumstances, such as a smaller firm selling to a larger firm or a transaction where the purchasing firm has a particular area of expertise that is believed to position them to continue to add value. However, given the challenging environment, investors should be alert for transactions between private equity firms that may be completed to simply create liquidity and/or deploy capital. According to “Buyouts,” sponsor-to- sponsor transactions (also known as secondary buyouts) represented 9% of all control-stake transactions (based on the number of transactions) in the second quarter of 2010, down from 14% in the second quarter and 10% in the first quarter. Purchase Price Multiples 12.0 9.7x 10.0 9.1x 8.4x 8.4x 8.5x 7.7x 8.0 7.1x 7.3x 6.7x 6.6x 6.0x 6.0 TEV/EBITDA 4.0 2.0 0.0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Q3 10 Source: S&P LCD 5 Portfolio companies acquired in the 2001 to 2004 time frame were purchased in an environment where the industry purchase price multiple was below the current average (i.e. a lower valuation environment). Conversely, the 2005 to 2008 time frame suggests a higher valuation environment for investment transactions. The influence of industry valuations at purchase is not absolute, but is commonly a material component of performance. The average debt multiple has exhibited a similar pattern as the purchase price multiple, declining from a peak in 2007 to a recent low in 2009 and a rebound in the first nine months of 2010.