VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION …vcportal.ventura.org/VCERA/docs/agendas_minutes/... · 3/27/2017 · Susan Long McAndrews, Matt Garfunkle, and Sprague Von Stroh

VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

BOARD OF RETIREMENT

BUSINESS MEETING

MARCH 27, 2017

AGENDA PLACE: Ventura County Employees' Retirement Association

Second Floor Boardroom 1190 South Victoria Avenue Ventura, CA 93003

TIME: 9:00 a.m. Members of the public may comment on any item under the Board’s jurisdiction by filling out a speaker form and presenting it to the Clerk. Unless otherwise directed by the Chair, comments related to items on the agenda will be heard when the Board considers that item. Comments related to items not on the agenda will generally be heard at the time designated for Public Comment.

ITEM:

I. CALL TO ORDER

Master Page No.

Acknowledgement of Service of the late Deanna McCormick

II. APPROVAL OF AGENDA

1 – 3

III. APPROVAL OF MINUTES

A. Disability Minutes of March 13, 2017 4 – 14

IV. CONSENT AGENDA

A. Approve Regular and Deferred Retirements and Survivors Continuances for the Month of February 2017

15

B. Receive and File Report of Checks Disbursed in February 2017

16 – 19

C. Receive and File Budget Summary for FY 2016-17 Month Ending February 28, 2017

20

D. Receive and File Statement of Fiduciary Net Position, Statement of Changes in Fiduciary Net Position, Schedule of Investments and Cash Equivalents, and Schedule of Investment Management Fees for the Period Ending January 31, 2017

21 – 26

Business Meeting Agenda - II. APPROVAL OF AGENDA

MASTER PAGE NO. 1 of 174

BOARD OF RETIREMENT MARCH 27, 2017 AGENDA BUSINESS MEETING PAGE 2

IV. CONSENT AGENDA (continued)

E. Receive and File Statement of Fiduciary Net Position, Statement of Changes in Fiduciary Net Position, Schedule of Investments and Cash Equivalents, and Schedule of Investment Management Fees for the Period Ending February 28, 2017

27 – 32

V. INVESTMENT MANAGER PRESENTATIONS

A. Receive Annual Investment Presentation, Adams Street Partners, Scott Hazen and Saguna Malhotra

33 – 62

B. Receive Annual Investment Presentation, HarbourVest, Brett Gordon and Greg Stento

63 – 97

C. Receive Annual Investment Presentation, Pantheon, Susan Long McAndrews, Matt Garfunkle, and Sprague Von Stroh

98 – 125

VI. INVESTMENT INFORMATION

A. NEPC – Allan Martin and Tony Ferrera VCERA – Dan Gallagher, Chief Investment Officer

1. Preliminary Performance Report for Period Ending February 28, 2017. RECOMMENDED ACTION: Receive and file.

126 – 134

2. Third Quarter 2016 Private Markets Review – Private Equity RECOMMENDED ACTION: Receive and file.

135 – 147

3. Publically Traded Equity Asset Class Structure Review RECOMMENDED ACTION: Approve recommendation to move Blackrock managed Large Cap and SMid Cap equity index funds pro rata from Dow Jones benchmarked index funds to Russell 1000 and Russell 2500 benchmarked index funds.

148 – 169

VII. NEW BUSINESS

A. Proposed Board of Retirement Resolution Pertaining to Regulations for IRS Section 415 – Annual Limits RECOMMENDED ACTION: Approve

1. Staff Letter 170

2. Proposed Resolution

171



BOARD OF RETIREMENT MARCH 27, 2017 AGENDA BUSINESS MEETING PAGE 3

VII. NEW BUSINESS (continued)

B. SACRS Spring 2017 Voting Proxy

1. Staff Letter

172

VIII. INFORMATIONAL

A. Retirement Administrator’s Annual Letter to the County of Ventura, Board of Supervisors on Actuarial Valuation Results

173 – 174

IX. PUBLIC COMMENT

X. STAFF COMMENT

XI. BOARD MEMBER COMMENT

XII. ADJOURNMENT

Board to Adjourn in Memory of Deanna McCormick



VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

BOARD OF RETIREMENT

DISABILITY MEETING

MARCH 13, 2017

MINUTES DIRECTORS PRESENT:

Tracy Towner, Chair, Alternate Safety Employee Member William W. Wilson, Vice Chair, Public Member Steven Hintz, Treasurer-Tax Collector Mike Sedell, Public Member Robert Bianchi, Public Member Arthur E. Goulet, Retiree Member Ed McCombs, Alternate Public Member

DIRECTORS ABSENT:

Peter C. Foy, Public Member Deanna McCormick, General Employee Member Craig Winter, General Employee Member Chris Johnston, Safety Employee Member Will Hoag, Alternate Retiree Member

STAFF PRESENT:

Linda Webb, Retirement Administrator Lori Nemiroff, General Counsel Dan Gallagher, Chief Investment Officer Henry Solis, Chief Financial Officer Julie Stallings, Chief Operations Officer Vickie Williams, Retirement Benefits Manager Karen Scanlan, Accounting Manager I Donna Edwards, Retirement Benefits Specialist Stephanie Berkley, Retirement Benefits Specialist Chris Ayala, Program Assistant

PLACE: TIME:

Ventura County Employees' Retirement Association Second Floor Boardroom 1190 South Victoria Avenue Ventura, CA 93003 9:00 a.m.

Business Meeting Agenda - III. APPROVAL OF MINUTES


BOARD OF RETIREMENT MARCH 13, 2017 MINUTES DISABILITY MEETING PAGE 2

ITEM:

I. CALL TO ORDER Chair Towner called the Disability Meeting of March 13, 2017, to order at 9:00 a.m.

II. APPROVAL OF AGENDA MOTION: Approve the agenda. Moved by Bianchi, seconded by Sedell. Vote: Motion carried Yes: Bianchi, Goulet, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hintz, Hoag, Johnston, McCormick, Winter

III. APPROVAL OF MINUTES A. Disability Meeting of February 6, 2017. MOTION: Approve. Moved by Bianchi, seconded by Goulet. Vote: Motion carried Yes: Bianchi, Goulet, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hintz, Hoag, Johnston, McCormick, Winter B. Business Meeting of February 27, 2017. MOTION: Approve. Moved by Sedell, seconded by Bianchi. Vote: Motion carried Yes: Bianchi, Goulet, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hintz, Hoag, Johnston, McCormick, Winter




IV. RECEIVE AND FILE PENDING DISABILITY APPLICATION STATUS REPORT MOTION: Receive and File. Moved by Bianchi, seconded by Goulet. Vote: Motion carried Yes: Bianchi, Goulet, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hintz, Hoag, Johnston, McCormick, Winter

V. APPLICATIONS FOR DISABILITY RETIREMENT

A. Application for Service-Connected Disability Retirement – Catherine Schureman; Case No. 16-002.

1. Application for Service-Connected Disability Retirement, dated January 15, 2016.

2. Medical Analysis and Recommendation, including Supporting Medical Documentation, submitted by County of Ventura, Risk Management, in support of the Application for Service-Connected Disability Retirement, dated February 7, 2017.

3. Hearing Notice, dated February 13, 2017.

Paul Hilbun, was present on behalf of County of Ventura Risk Management. The applicant, Catherine Schureman was also present. After discussion by the Board, the following motion was made: MOTION: Approve Application of Service-Connected Disability Retirement. Moved by Goulet, seconded by Wilson. Vote: Motion carried Yes: Bianchi, Goulet, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hintz, Hoag, Johnston, McCormick, Winter Both parties agreed to waive preparation of findings of fact and conclusions of law.

B. Application for Service-Connected Disability Retirement – Michael R. Hasty; Case No. 11-027.




1. Application for Service-Connected Disability Retirement, dated December 2, 2011.

2. Medical Analysis and Recommendation, including Supporting Medical Documentation, submitted by County of Ventura, Risk Management, in support of the Application for Service-Connected Disability Retirement, dated January 3, 2017.

3. Hearing Notice, dated February 7, 2017

Carol Kempner, Attorney at Law was present on behalf of County of Ventura Risk Management. Laurence D. Grossman, Attorney at Law was also present on behalf of the applicant. Trustee Hintz arrived at 9:07 am. After discussion by the Board, the following motion was made: MOTION: Approve Application for Service-Connected Disability Retirement. Moved by Wilson, seconded by Bianchi. Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hoag, Johnston, McCormick, Winter Both parties agreed to waive preparation of findings of fact and conclusions of law.

C. Application for Service-Connected Disability Retirement – Travis J. Miller; Case No. 15-018.

1. Proposed Decision submitted by Hearing Officer Catherine Harris, dated January 16, 2017.

2. Objection to Proposed Findings of Fact and Proposed Decision, submitted by David G. Schumaker, Attorney for Applicant, Travis Miller, dated January 30, 2017.

3. Legal Memorandum in Support of the Hearing Officer’s Recommended Decision That Applicant, Travis Miller, be Denied a Service Connected Disability Retirement, submitted by Stephen D. Roberson, Attorney for Respondent, County of Ventura, dated February 27, 2017.

4. Hearing Notice, dated January 30, 2017.




Stephen D. Roberson, Attorney at Law was present on behalf of County of Ventura Risk Management. David G. Schumaker, Attorney at Law and applicant, Travis J. Miller were also present. After discussion by the Board, the following motion was made: MOTION: Adopt the Hearing Officers Recommendation to Deny the Applicant a Service-Connected Disability Retirement. Moved by Wilson, seconded by Hintz. Following discussion by the Board, Trustee Wilson withdrew his motion.

The following motion was made:

MOTION: Adopt the Hearing Officer’s Recommendation to Deny the Applicant a Service-Connected Disability Retirement. Moved by Wilson, seconded by Hintz. Vote: Motion carried Yes: Goulet, Hintz, McCombs, Sedell, Wilson No: Bianchi, Towner Absent: Foy, Hoag, Johnston, McCormick, Winter Chair Towner requested a break at 9:20 am. The Board returned from break at 9:30 am.

D. Application for Service-Connected and Non-service Connected Disability Retirement - Carol Kilbey; Case No. 12-045.

1. Supplemental Report, Findings of Fact, Conclusion and Recommendation, submitted by Hearing Officer, Louis M. Zigman, dated February 28, 2017.

2. Letter to Hearing Officer, Louis M. Zigman, dated January 17, 2017, from Lori Nemiroff, VCERA Board Counsel.

3. Summary of Evidence, Findings of Fact, Conclusion and Recommendation, dated November 17, 2016, submitted by Hearing Officer, Louis M. Zigman.

4. Letter, dated December 2, 2016, submitted by B. Derek Straatsma, Attorney for Respondent, County of Ventura, in support of the Hearing Officer’s recommendation to grant the Non-service Connected Disability.

5. Hearing Notice, dated March 1, 2017.




Derek Straatsma, Attorney at Law was present on behalf of County of Ventura

Risk Management. Lilian M. Meredith, Attorney at Law was also present on behalf of the applicant. After discussion by the Board, the following motion was made: MOTION: Approve Application for Non-Service Connected Disability with the Hearing Officer’s Recommendation on the Effective Date of Retirement. Moved by Bianchi, seconded by Hintz. Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hoag, Johnston, McCormick, Winter Both parties agreed to waive preparation of findings of fact and conclusions of law.

E. Application for Service Connected Disability Retirement, Karla Dean; Case No. 13-010.

1. Petition for Reconsideration, received from Timothy Ehritt, Attorney for Applicant, dated January 15, 2017.

2. Legal Memorandum Filed by Respondent, County of Ventura/Risk Management, In Opposition to the Petition for Reconsideration, filed by Applicant, Karla Dean, received from Stephen D. Roberson, Attorney for Respondent, County of Ventura, dated January 25, 2017.

3. Supplement to Petition for Reconsideration, dated February 3, 2017, received from Timothy Ehritt, Attorney for Applicant.

4. Supplemental Legal Memorandum Filed by Respondent, County of Ventura/Risk Management, in Opposition to Amended Petition For Reconsideration Filed By Applicant, Karla Dean, dated March 1, 2017, submitted by Stephen D. Roberson, Attorney for Respondent, County of Ventura.

5. Hearing Officer’s Proposed Findings of Fact, Conclusions of Law and Recommendation, dated September 15, 2016, by Hearing Officer, Kenneth A. Perea.

6. Objection to Proposed Finding of Hearing Officer, received from Timothy Ehritt, Attorney for Applicant, dated September 15, 2016.




7. Legal Memorandum in Support of the Hearing Officer’s Recommended Decision That Applicant, Karla Dean, Be Denied a Service-Connected Disability Retirement, received from Stephen Roberson, Attorney for Respondent, County of Ventura, dated October 6, 2016.

8. Hearing Notice, dated February 6, 2017.

Steve Roberson, Attorney at Law was present on behalf of County of Ventura Risk Management. Timothy Ehritt, Attorney at Law was also present on behalf of the applicant. After discussion by the Board, the following motion was made: MOTION: Deny the Petition for Reconsideration. Moved by Wilson, seconded by Bianchi. Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hoag, Johnston, McCormick, Winter

VI. OLD BUSINESS

A. Update on Board’s Request for a Publicly Available Pay Schedule for Market Based Premium Pay (MBPP)

1. Staff Letter

2. County of Ventura Proposed Method for MBPP Publicly - Available Pay Schedule

Ms. Webb stated that this item was a follow-up to the Board’s request to the County of Ventura on October 2015, when the Board took action on certain pay items for pensionability under PEPRA. For Market Based Premium Pay (MBPP) items, the Board requested a publically available schedule from the County of Ventura by July 1, 2016. Ms. Webb said the County of Ventura submitted one in May 2016 and two others in June 2016; in Fall 2016, staff had worked with H.R. Director Atin’s office to develop a pay schedule that would meet the criteria. Ms. Webb indicated that VCERA staff then studied the application of MBPP within job classifications, looking for commonality in areas like hire date ranges, longevity, location, and assignment but could find no discernible pattern. The latest submission by the County had the appearance of a pay schedule, but referenced the MOA which described the pay as discretionary. She noted that the County of Ventura believed its proposed submission met the requirements of a publicly available pay schedule, but VCERA staff was recommending neither acceptance nor rejection of the submission. Chair Towner asked if the next step would be to submit the proposal to the Board’s counsel for review.




Ms. Webb replied yes, staff recommended deferring to Counsel to review the most recent submission, as well as any information received since the Board’s original action and request. Mr. Shawn Atin said the County of Ventura was very interested in coming to a resolution on the matter. He stated that the Board of Retirement had made a decision on Market Based Premium Pay after much consideration and input by the County of Ventura and various Unions. That decision was that MBPP be included in compensation, and that the County simply needed to make it publically available. He said the County had tried 3 times to present a public pay scale and he would be open to any suggestions on the pay schedule. Mr. Sedell commented that he believed that staff was not indicating it could not be done, but that to be legally done, counsel review was recommended to find a way within the law. Ms. Webb said that she would also hope that counsel’s review could provide guidelines on discretionary pay items, so that staff can consistently apply the same standard, to prevent disagreements and difficulty in the future. Trustee Goulet commented that the Board had a couple of items presented to them; one was regarding methodology, saying the pay range would increase by a certain amount, and the other being a salary schedule. Trustee Goulet asked if the amounts in the salary schedule increased by the same amounts from the previous table. Mr. Atin replied, yes they had. Trustee Goulet asked what was the difference between this being a discretionary pay item within the pay range and a step within the pay range, because they were discretionary as well. Ms. Webb said that typically upward steps in the range were triggered by a positive employee evaluation. Ms. Webb said in situations where employees receiving market based premium pay work alongside employees who do not, those not receiving it had no way to determine how to meet the criteria. Trustee Goulet said there was no clear criteria then on who gets those pay items. Ms. Webb replied, yes that is correct and the very point at issue. Mr. Atin stated that the County of Ventura had provided these answers, but they had not been satisfactory to VCERA staff. Mr. Atin said that classifications were not the same as assignments, so an employee’s specific assignment at the time of review should determine any market based premium pay for them. Ms. Webb said she and Mr. Atin disagree on this issue, which reinforced the need for counsel review.

VII. NEW BUSINESS




A. Recommendation to Execute One-Year Contract Extension with Brown Armstrong for Auditing Services RECOMMENDED ACTION: Approve

1. Staff Letter

2. Proposed Renewal Agreement

Ms. Webb stated that CFO Solis recommended postponing the RFP for Audit Services for 1 year, and that she agreed with his recommendation. She also said Brown Armstrong would extend the existing contract for 1 more year, for the same fee. After discussion by the Board, the following motion was made: MOTION: Approve. Moved by Wilson, seconded by Bianchi. Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hoag, Johnston, McCormick, Winter

B. SACRS Board of Directors 2016-17 Elections

1. Staff Letter

2. Attachment A: SACRS Nominating Committee Recommended Ballot, dated February 23, 2017

3. Attachment B: Update from SACRS Nominating Committee, dated March 6, 2017

4. Attachment C: Letter from Chair Towner

Chair Towner said he was recommending the slate for the SACRS Board of Directors Election shown in Attachment C. After discussion by the Board, the following motion was made: MOTION: Approve Trustee Goulet as a Write-In Candidate for Secretary of the SACRS Committee. Moved by Hintz, seconded by Sedell. Vote: Motion carried Yes: Bianchi, Goulet, Hintz, McCombs, Sedell, Wilson, Towner No: - Absent: Foy, Hoag, Johnston, McCormick, Winter




C. Appointment of Ad Hoc Committee for Selection of Actuarial Audit Services

1. Staff Letter

Ms. Webb said a draft of the Actuarial Audit RFP was ready for review, and that.

Trustee Goulet had agreed to review initially. She said because it was the Board’s obligation to choose the vendor, she recommended the Board appoint an Ad Hoc committee to review submissions and ultimately make a recommendation to the entire Board. Trustee Goulet, Johnston and Wilson were appointed by the Board to the Ad Hoc committee.

VIII. INFORMATIONAL

A. Memorandum from General Counsel regarding 2015-2016 Legislative Session – Changes to Laws Affecting California Public Retirement Systems

B. Memorandum from General Counsel regarding Flethez vs. San Bernardino County Employees Retirement Association; Supreme Court Case: S226779

C. Memorandum from General Counsel regarding City of San Jose et al., v. Superior Court of Santa Clara County; Supreme Court Case No. S218066

IX. PUBLIC COMMENT None

X. STAFF COMMENT Ms. Webb said Trustee McCormick had submitted a retirement application, which triggered a special election process, given the time left on her Board term.

XI. BOARD MEMBER COMMENT Trustee Wilson requested more outline detail in the Board Books software, allowing for tabs for easier navigation. Trustee Goulet agreed this would be helpful in reviewing the agenda. Ms. Webb replied that she believed that staff could accommodate that request.




XII.

ADJOURNMENT The meeting was adjourned at 10:49 a.m. Respectfully submitted,

___________________________________________ LINDA WEBB, Retirement Administrator Approved,

__________________________ TRACY TOWNER, Chairman



DATE OF TOTAL OTHER EFFECTIVEFIRST NAME LAST NAME G/S MEMBERSHIP SERVICE SERVICE DEPARTMENT DATE

Yolanda Antonio G 4/29/1990 24.34 Health Care Agency 1/1/2017Dale Armitage G 1/3/2006 1.22 * C=9.5058 Public Defender 1/7/2017

(deferred)Emelina Ayala G 2/11/1996 23.68 A=3.22060 Child Support 1/14/2017Richard Berman G 4/15/2002 13.52 Human Services Agency 1/27/2017Sally Coleman G 2/20/2007 8.23 * A=2.09130 Regional Sanitation District 1/1/2017

C=14.3170(deferred)

Dianna Decker G 11/11/1979 37.63 B=0.1151 Sheriff's Department 1/28/2017James Delperdang G 8/7/2000 16.50 * C=9.20 Resource Management Agency 1/29/2017Christopher Frank G 7/24/1988 33.29 A=4.62717 Air Pollution Control District 1/7/2017

B=0.2234Jo Ellen Lane G 9/5/1999 0.73 * C=16.4521 Probation Agency 1/4/2017

(deferred)

Christopher Lathrop S 12/16/1984 32.07 Sheriff's Department 1/1/2017Amy Lazaro S 11/17/2015 8.62 Probation Agency 12/31/2016

(deferred, non-member)

Cynthia Lompart S 11/9/1980 34.46 B=.6707 Probation Agency 1/3/2017Kathy Long G 11/24/1991 24.86 B=0.1918 Board of Supervisors 1/3/2017Salvador Malbas G 11/20/2012 2.55 Health Care Agency 1/1/2017

(deferred, non-member)John McGrath S 8/16/1992 24.47 Sheriff's Department 1/27/2017Richard McNeal G 8/28/2005 11.39 Human Services Agency 1/14/2017Azela Oconer G 1/7/1990 24.11 Health Care Agency 1/6/2017Rosemary O'Neil G 7/23/2001 15.44 Human Services Agency 1/15/2017Delfin Publico G 4/18/2003 13.73 General Services Agency 1/7/2017Joanne Quinn G 1/5/2004 5.51 Health Care Agency 2/11/2017

(deferred)

Robin Smith G 9/20/1999 17.48 D=0.1635 Human Services Agency 1/20/2017Hugh Taylor G 12/16/2007 6.66 Resource Management Agency 9/13/2014Peter Venzon G 12/10/2001 15.14 Information Services Department 1/27/2017

Lauren Bianchi Klemann G 11/19/2006 10.07 Human Services Agency 01/26/2017Marlena Jo Brooker G 07/23/2000 10.19 Health Care Agency 01/25/2017Natalie R. Carrier G 09/21/2003 13.15 Department of Airports 02/25/2017Ryan P. Casey G 08/27/2006 10.43 Agricultural Commissioner 01/28/2017Amy Coccia S 03/09/2008 8.67 Probation Agency 02/11/2017Debora Cross G 10/21/2007 8.28 Health Care Agency 01/28/2017Michelle P. Delahoyde G 01/22/2001 12.28 Health Care Agency 02/08/2017Deanna S. Elbery G 12/26/2010 6.11 Sheriff's Department 02/11/2017Kari Finley G 01/06/2008 11.71 C=6.7270 Resource Management Agency 02/03/2017Regina A. Herrera-White G 05/16/1999 17.23 Human Services Agency 01/31/2017Dywayne L. Hurst G 08/26/2007 9.20 Health Care Agency 01/04/2017Erica Mata G 10/31/2010 5.88 Human Services Agency 01/28/2017Rajesh T. Patel G 12/24/2000 14.97 Health Care Agency 01/19/2017Terrie Rahn G 12/14/2008 6.29 Health Care Agency 01/19/2017Kresti Thompson G 05/28/2000 13.49 Health Care Agency 01/24/2017Paul Trevino G 09/25/2005 9.83 Human Services Agency 01/28/2017

Gary BatesBeverly ButlerBetty FranceTony FriasLeslie HessFrancis KornowskiMaria MaverakisJames Sutherland

* = Member Establishing ReciprocityA = Previous MembershipB = Other County Service (eg Extra Help)C = Reciprocal ServiceD = Public Service

SURVIVORS' CONTINUANCES:

VENTURA COUNTY EMPLOYEES' RETIREMENT ASSOCIATIONREPORT OF REGULAR AND DEFERRED RETIREMENTS AND SURVIVORS CONTINUANCES

FEBRUARY 2017

REGULAR RETIREMENTS:

DEFERRED RETIREMENTS:

Business Meeting Agenda - IV. CONSENT AGENDA


ClosedInvoice Discount AmountDocRefCheck Check InvoiceCheck

Nbr Type DateVendor IDVendor Name Nbr Type Date Taken PaidNumberTo Post

Date:Time:User:

Wednesday, March 01, 201707:59AM103745

Page:Report:Company:

1 of 403630.rptVCERA

Ventura County Retirement AssnCheck Register - Standard

Period: 08-17 As of: 3/1/2017

Period

Company: VCERAAcct / Sub: 1002 00

XXXX0541B2 -2,986.170.00DEATH BENEFIT 6/11/2015VCCAITLIN SCOTT

2/14/2017 VO08-17025235 02009808-17

Check Total -2,986.17 - Missing026877025236

124709 522.990.00REIMBURSEMENTS 2/1/2017CKLINDA WEBB

2/1/2017 VO026878 02173008-17

124968 1,001.490.00TRAVEL REIMB 2/1/2017CKDAN GALLAGHER

2/1/2017 VO026879 02173108-17

CVCS 7,665.890.00ADMIN 2/1/2017CKCOURT VIDEO CONFERENCE

2/1/2017 VO026880 02173208-17

SPRUCE 58,086.910.00INVESTMENT FEES 2/1/2017CKSPRUCEGROVE INVESTMEN

2/1/2017 VO026881 02173308-17

TORTOISE 191,433.000.00INVESTMENT FEES 2/1/2017CKTORTOISE CAPITAL ADVISOR

2/1/2017 VO026882 02173408-17

990002 232.850.00TRAVEL REIMB 2/8/2017CKARTHUR E. GOULET

2/8/2017 VO026883 02173508-17

BARNEY 1,064.850.00ADMIN EXP 2/8/2017CKA.B.U. COURT REPORTING, IN

2/8/2017 VO026884 02173608-17

ADP 2,793.550.00ADMIN EXP 2/8/2017CKADP, LLC

2/8/2017 VO026885 02173708-17

MEGAPATH 603.630.00IT/PAS 2/8/2017CKGLOBAL CAPACITY

2/8/2017 VO026886 02173808-17

HARRIS 114.500.00ADMIN EXP 2/8/2017CKHARRIS WATER CONDITIONIN

2/8/2017 VO026887 02173908-17

NOSSAMAN 1,663.650.00LEGAL FEES 2/8/2017CKNOSSAMAN LLP

2/8/2017 VO026888 02174008-17





Date:Time:User:





Period: 08-17 As of: 3/1/2017

Period

PBI 1,125.000.00ADMIN EXP 2/8/2017CKPENSION BENEFIT INFORMAT

2/8/2017 VO026889 02174108-17

CORPORATE 462.410.00ADMIN EXP 2/8/2017CKSTAPLES ADVANTAGE

2/8/2017 VO026890 02174208-17

VOLT 2,967.880.00ADMIN EXP 2/8/2017CKVOLT

2/8/2017 VO026891 02174308-17

WESTERN 202,297.540.00INVESTMENT FEES 2/8/2017CKWESTERN ASSET MANAGEM

2/8/2017 VO026892 02174408-17

XXXX0541B2 2,986.170.00DEATH BENEFIT 6/11/2015ZCCAITLIN SCOTT

2/15/2017 VO08-17026893 02009808-17

XXXX0541B2 -2,986.170.00VOID 2/14/2017ZCCAITLIN SCOTT

2/15/2017 AD08-17026893 02174508-17

Check Total 0.00124968 98.390.00MILEAGE REIMB 2/15/2017CKDAN GALLAGHER

2/15/2017 VO026894 02174608-17

ACCESS 337.520.00ADMIN EXP 2/15/2017CKACCESS INFORMATION MANA

2/15/2017 VO026895 02174708-17

BARNEY 1,373.000.00ADMIN EXP 2/15/2017CKA.B.U. COURT REPORTING, IN

2/15/2017 VO026896 02174808-17

AT&T 379.880.00IT 2/15/2017CKAT&T MOBILITY

2/15/2017 VO026897 02174908-17

AYALA 875.000.00ADMIN EXP 2/15/2017CKIRENE P. AYALA

2/15/2017 VO026898 02175008-17

DIGITAL 22,800.000.00IT 2/15/2017CKDIGITAL DEPLOYMENT

2/15/2017 VO026899 02175108-17

ICEMILLER 6,598.000.00LEGAL FEES 2/15/2017CKICE MILLER LLP

2/15/2017 VO026900 02175208-17

NPEA 600.000.00ADMIN EXP 2/15/2017CKNPEA

2/15/2017 VO026901 02175308-17





Date:Time:User:





Period: 08-17 As of: 3/1/2017

Period

CLIFTON 37,251.000.00INVESTMENT FEES 2/15/2017CKPARAMETRIC PORTFOLIO AS

2/15/2017 VO026902 02175408-17

PREA 330.000.00ADMIN EXP 2/15/2017CKPENSION REAL ESTATE ASSO

2/15/2017 VO026903 02175508-17

TWC 294.990.00IT 2/15/2017CKTIME WARNER CABLE

2/15/2017 VO026904 02175608-17

REUTERS 357.000.00IT 2/15/2017CKTHOMSON REUTERS- WEST

2/15/2017 VO026905 02175708-17

SHRED-IT 145.860.00ADMIN EXP 2/15/2017CKSHRED-IT USA

2/15/2017 VO026906 02175808-17

VITECH 29,975.000.00PAS 2/15/2017CKVITECH SYSTEMS GROUP, IN

2/15/2017 VO026907 02175908-17

VOLT 1,283.780.00ADMIN EXP 2/15/2017CKVOLT

2/15/2017 VO026908 02176008-17

LINEA 32,217.500.00IT/PAS 2/15/2017CKLINEA SOLUTIONS

2/15/2017 VO026909 02176108-17

BLACKROCK 231,955.730.00INVESTMENT FEES 2/22/2017CKBLACKROCK INSTL TRUST C

2/22/2017 VO026910 02176208-17

BRENTWOOD 7,210.000.00IT 2/22/2017CKBRENTWOOD IT

2/22/2017 VO026911 02176308-17

LINEA 5,000.000.00PAS 2/22/2017CKLINEA SOLUTIONS

2/22/2017 VO026912 02176408-17

MF 17,078.490.00ADMIN EXP 2/22/2017CKM.F. DAILY CORPORATION

2/22/2017 VO026913 02176508-17

NOSSAMAN 8,853.000.00LEGAL FEES 2/22/2017CKNOSSAMAN LLP

2/22/2017 VO026914 02176608-17

PRUDENTIAL 135,320.870.00INVESTMENT FEES 2/22/2017CKPRUDENTIAL INSURANCE

2/22/2017 VO026915 02176708-17





Date:Time:User:





Period: 08-17 As of: 3/1/2017

Period

CORPORATE 1,735.510.00ADMIN EXP 2/22/2017CKSTAPLES ADVANTAGE

2/22/2017 VO026916 02176808-17

STATE-BAR 412.000.00ADMIN EXP 2/22/2017CKTHE STATE BAR OF CALIFOR

2/22/2017 VO026917 02176908-17

Check Count: 41 Acct Sub Total: 1,011,532.49

Amount PaidCountCheck Type1,014,518.6639Regular

0.000Hand

-2,986.171Void

0.000Stub

Zero 0.001Mask 0 0.00Total: 41 1,011,532.49

Electronic Payment 0 0.00

Company Total 1,011,532.49Company Disc Total 0.00



VENTURA COUNTY EMPLOYEES' RETIREMENT ASSOCIATION BUDGET SUMMARY FISCAL YEAR 2016-2017

February 2017 -66.67% of Fiscal Year Expended

Adopted AdjustedEXPENDITURE DESCRIPTIONS 2016/2017 2016/2017 Year to Date Available Percent

Budget Budget Feb-17 Expended Balance ExpendedSalaries & Benefits: Salaries 2,370,800.00$ 2,512,612.00$ 195,348.89$ 1,450,829.16$ 1,061,782.84$ 57.74% Extra-Help 192,400.00 192,400.00 14,314.16 95,735.88 96,664.12 49.76% Overtime 3,000.00 3,000.00 0.00 0.00 3,000.00 0.00% Supplemental Payments 74,400.00 75,322.00 3,154.17 32,346.13 42,975.87 42.94% Vacation Redemption 131,300.00 191,300.00 0.00 158,731.35 32,568.65 82.98% Retirement Contributions 432,100.00 437,235.00 35,573.17 251,900.54 185,334.46 57.61% OASDI Contributions 141,800.00 143,515.00 12,133.10 77,883.87 65,631.13 54.27% FICA-Medicare 37,800.00 38,202.00 2,837.59 23,457.00 14,745.00 61.40% Retiree Health Benefit 4,000.00 4,000.00 0.00 3,970.75 29.25 99.27% Group Health Insurance 194,300.00 197,212.00 17,350.00 119,770.47 77,441.53 60.73% Life Insurance/Mgmt 1,100.00 1,125.00 86.50 668.59 456.41 59.43% Unemployment Insurance 2,400.00 2,427.00 195.14 1,440.96 986.04 59.37% Management Disability Insurance 18,400.00 18,609.00 1,294.87 9,919.70 8,689.30 53.31% Worker' Compensation Insurance 19,900.00 20,138.00 1,502.19 12,316.90 7,821.10 61.16% 401K Plan Contribution 48,600.00 49,403.00 4,496.06 33,557.28 15,845.72 67.93% Transfers In 135,500.00 135,500.00 0.00 23,668.92 111,831.08 17.47% Transfers Out (135,500.00) (135,500.00) 0.00 (23,668.92) (111,831.08) 17.47%

Total Salaries & Benefits 3,672,300.00$ 3,886,500.00$ 288,285.84$ 2,272,528.58$ 1,613,971.42$ 58.47%

Services & Supplies: Telecommunication Services - ISF 35,400.00$ 35,400.00$ 3,013.84$ 23,291.25$ 12,108.75$ 65.79% General Insurance - ISF 13,100.00 13,100.00 0.00 6,539.50 6,560.50 49.92% Office Equipment Maintenance 2,000.00 2,000.00 0.00 475.04 1,524.96 23.75% Membership and Dues 14,700.00 14,700.00 1,342.00 13,437.00 1,263.00 91.41% Education Allowance 8,000.00 8,000.00 0.00 2,000.00 6,000.00 25.00% Cost Allocation Charges 89,500.00 89,500.00 44,754.00 44,754.00 44,746.00 50.00% Printing Services - Not ISF 12,000.00 12,000.00 0.00 1,014.61 10,985.39 8.46% Books & Publications 3,000.00 3,000.00 0.00 358.09 2,641.91 11.94% Office Supplies 20,000.00 20,000.00 2,326.61 9,778.18 10,221.82 48.89% Postage & Express 60,000.00 60,000.00 8,028.18 35,417.45 24,582.55 59.03% Printing Charges - ISF 18,000.00 18,000.00 0.00 8.50 17,991.50 0.05% Copy Machine Services - ISF 4,500.00 4,500.00 610.35 1,147.20 3,352.80 25.49% Board Member Fees 13,300.00 13,300.00 0.00 6,100.00 7,200.00 45.86% Professional Services 1,292,100.00 938,200.00 24,606.41 501,787.25 436,412.75 53.48% Storage Charges 4,200.00 4,200.00 337.52 2,887.81 1,312.19 68.76% Equipment 6,000.00 6,000.00 7,665.89 7,665.89 (1,665.89) 127.76% Office Lease Payments 205,000.00 205,000.00 17,078.49 135,783.14 69,216.86 66.24% Private Vehicle Mileage 12,500.00 12,500.00 862.46 8,142.36 4,357.64 65.14% Conference, Seminar and Travel 138,400.00 138,400.00 1,439.57 64,707.20 73,692.80 46.75% Furniture 15,000.00 15,000.00 0.00 783.62 14,216.38 5.22% Facilities Charges 13,300.00 13,300.00 33.00 1,692.00 11,608.00 12.72% Judgement & Damages 0.00 0.00 0.00 0.00 0.00 #DIV/0! Transfers In 20,000.00 20,000.00 0.00 2,501.18 17,498.82 12.51% Transfers Out (20,000.00) (20,000.00) 0.00 (2,501.18) (17,498.82) 12.51%

Total Services & Supplies 1,980,000.00$ 1,626,100.00$ 112,098.32$ 867,770.09$ 758,329.91$ 53.37%

Total Sal, Ben, Serv & Supp 5,652,300.00$ 5,512,600.00$ 400,384.16$ 3,140,298.67$ 2,372,301.33$ 56.97%

Technology: Computer Hardware 45,000.00$ 65,000.00$ -$ 3,345.53 61,654.47$ 5.15% Computer Software 216,000.00 216,000.00 23,837.85 68,142.62 147,857.38 31.55% Systems & Application Support 449,000.00 474,000.00 15,068.42 237,260.27 236,739.73 50.05% Pension Administration System 353,000.00 937,100.00 56,575.00 561,759.01 375,340.99 59.95%

Total Technology 1,063,000.00$ 1,692,100.00$ 95,481.27$ 870,507.43$ 821,592.57$ 51.45%

Contingency 786,000.00$ 296,600.00$ -$ -$ 296,600.00$ 0.00%

Total Current Year 7,501,300.00$ 7,501,300.00$ 495,865.43$ 4,010,806.10$ 3,490,493.90$ 53.47%



ACCRUED INTEREST AND DIVIDENDS 3,330,056SECURITY SALES 4,199,356MISCELLANEOUS 9,660

DOMESTIC EQUITY SECURITIES 106,262,529DOMESTIC EQUITY INDEX FUNDS 1,362,479,257INTERNATIONAL EQUITY SECURITIES 376,842,363INTERNATIONAL EQUITY INDEX FUNDS 353,595,418GLOBAL EQUITY 494,468,770PRIVATE EQUITY 183,050,490DOMESTIC FIXED INCOME - CORE PLUS 701,110,143DOMESTIC FIXED INCOME - U.S. INDEX 215,637,610REAL ESTATE 382,552,273ALTERNATIVES 406,845,711CASH OVERLAY - PARAMETRIC 5,889

SECURITY PURCHASES PAYABLE 4,292,195ACCOUNTS PAYABLE 919,768TAX WITHHOLDING PAYABLE 2,934,004PREPAID CONTRIBUTIONS 61,538,899



EMPLOYER $102,406,402EMPLOYEE 38,998,099

NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 294,568,314INTEREST INCOME 8,286,222DIVIDEND INCOME 9,110,644REAL ESTATE OPERATING INCOME, NET 8,269,966SECURITY LENDING INCOME 319,193

MANAGEMENT & CUSTODIAL FEES 7,131,696SECURITIES LENDING BORROWER REBATES 151,605SECURITIES LENDING MANAGEMENT FEES 55,833

BENEFIT PAYMENTS 147,226,600MEMBER REFUNDS 2,651,241ADMINISTRATIVE EXPENSES 3,506,413



WESTERN ASSET INDEX PLUS $106,262,529 $57,202,589

BLACKROCK - US EQUITY MARKET 1,308,925,238 0BLACKROCK - EXTENDED EQUITY 53,554,018 0

SPRUCEGROVE 194,605,072 0HEXAVEST 81,509,379 0WALTER SCOTT 100,727,911 0

BLACKROCK - ACWIXUS 353,595,418 0

BLACKROCK - GLOBAL INDEX 494,468,770 0

ADAMS STREET 111,349,664 0PANTHEON 21,902,794 0HARBOURVEST 49,271,467 0DRIVE CAPITAL 526,565 0

LOOMIS SAYLES AND COMPANY 75,717,803 1,160,514LOOMIS SAYLES - ALPHA 44,583,343 0REAMS 302,099,874 28,774WESTERN ASSET MANAGEMENT 278,709,124 3,055,807

BLACKROCK - US DEBT INDEX 215,637,610 0

PRUDENTIAL REAL ESTATE 135,101,380 1RREEF 181,509 0UBS REALTY 247,269,383 0



BRIDGEWATER 281,132,450 0TORTOISE (MLP's) 125,713,261 1,986,558



BLACKROCK - US EQUITY $126,672BLACKROCK - EXTENDED EQUITY 9,973WESTERN ASSET INDEX PLUS 142,766

BLACKROCK - ACWIXUS 155,064SPRUCEGROVE 341,493HEXAVEST 183,565WALTER SCOTT 429,103

GRANTHAM MAYO VAN OTTERLOO (GMO) 297,518BLACKROCK - GLOBAL INDEX 71,375

ADAMS STREET 708,175HARBOURVEST 466,817PANTHEON 299,863

BLACKROCK - US DEBT INDEX 58,970LOOMIS, SAYLES AND COMPANY 150,489LOOMIS ALPHA 88,039REAMS ASSET MANAGEMENT 263,661WESTERN ASSET MANAGEMENT 263,369

PRUDENTIAL REAL ESTATE ADVISORS 571,895RREEF 2,872UBS REALTY 1,179,612

BRIDGEWATER 552,847TORTOISE 377,208

BORROWERS REBATE 151,605MANAGEMENT FEES 55,833



INVESTMENT CONSULTANT 146,658INVESTMENT CUSTODIAN 150,856



ACCRUED INTEREST AND DIVIDENDS 2,696,394SECURITY SALES 9,094,369MISCELLANEOUS 9,320

DOMESTIC EQUITY SECURITIES 112,375,846DOMESTIC EQUITY INDEX FUNDS 1,412,025,790INTERNATIONAL EQUITY SECURITIES 379,499,542INTERNATIONAL EQUITY INDEX FUNDS 359,776,129GLOBAL EQUITY 508,549,978PRIVATE EQUITY 183,796,421DOMESTIC FIXED INCOME - CORE PLUS 704,940,120DOMESTIC FIXED INCOME - U.S. INDEX 217,113,950REAL ESTATE 382,552,273ALTERNATIVES 412,625,218CASH OVERLAY - PARAMETRIC 1,857

SECURITY PURCHASES PAYABLE 6,006,259ACCOUNTS PAYABLE 199,634TAX WITHHOLDING PAYABLE 2,975,391PREPAID CONTRIBUTIONS 46,910,170



EMPLOYER $117,044,588EMPLOYEE 44,587,738

NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 382,183,253INTEREST INCOME 9,367,892DIVIDEND INCOME 10,160,732REAL ESTATE OPERATING INCOME, NET 8,269,966SECURITY LENDING INCOME 367,144

MANAGEMENT & CUSTODIAL FEES 7,267,017SECURITIES LENDING BORROWER REBATES 173,899SECURITIES LENDING MANAGEMENT FEES 62,998

BENEFIT PAYMENTS 168,497,038MEMBER REFUNDS 3,432,881ADMINISTRATIVE EXPENSES 4,004,953



WESTERN ASSET INDEX PLUS $112,375,846 $54,388,930

BLACKROCK - US EQUITY MARKET 1,357,162,740 0BLACKROCK - EXTENDED EQUITY 54,863,050 0

SPRUCEGROVE 195,263,790 0HEXAVEST 82,545,618 0WALTER SCOTT 101,690,134 0

BLACKROCK - ACWIXUS 359,776,129 0

BLACKROCK - GLOBAL INDEX 508,549,978 0

ADAMS STREET 110,715,188 0PANTHEON 21,617,794 0HARBOURVEST 50,936,874 0DRIVE CAPITAL 526,565 0

LOOMIS SAYLES AND COMPANY 76,012,418 1,340,910LOOMIS SAYLES - ALPHA 44,810,038 0REAMS 303,065,290 0WESTERN ASSET MANAGEMENT 281,052,374 2,939,055

BLACKROCK - US DEBT INDEX 217,113,950 0

PRUDENTIAL REAL ESTATE 135,101,380 1RREEF 181,509 0UBS REALTY 247,269,383 0



BRIDGEWATER 284,356,775 0TORTOISE (MLP's) 128,268,443 2,207,195



BLACKROCK - US EQUITY $126,672BLACKROCK - EXTENDED EQUITY 9,973WESTERN ASSET INDEX PLUS 142,766

BLACKROCK - ACWIXUS 155,064SPRUCEGROVE 341,493HEXAVEST 183,565WALTER SCOTT 429,103

GRANTHAM MAYO VAN OTTERLOO (GMO) 297,518BLACKROCK - GLOBAL INDEX 71,375

ADAMS STREET 708,175HARBOURVEST 466,817PANTHEON 299,863

BLACKROCK - US DEBT INDEX 58,970LOOMIS, SAYLES AND COMPANY 150,489LOOMIS ALPHA 88,039REAMS ASSET MANAGEMENT 263,661WESTERN ASSET MANAGEMENT 263,369

PRUDENTIAL REAL ESTATE ADVISORS 707,216RREEF 2,872UBS REALTY 1,179,612

BRIDGEWATER 552,847TORTOISE 377,208

BORROWERS REBATE 173,899MANAGEMENT FEES 62,998



INVESTMENT CONSULTANT 146,658INVESTMENT CUSTODIAN 150,856



March 27, 2017

Ventura County

Employees’ Retirement Association

Presented by: Scott Hazen, CFA and Saguna Malhotra

Business Meeting Agenda - V.A. INVESTMENT MANAGER PRESENTATIONS - ADAMS STREET PARTNERS


Confidentiality Statement and

Other Important Considerations

Adams Street Partners has provided this presentation (the “Presentation”) to the recipient on a confidential and limited basis. This Presentation is not an

offer or sale of any security or investment product or investment advice. Offerings are made only pursuant to a private offering memorandum containing

important information regarding risk factors, performance and other material aspects of the applicable investment; the information contained herein should

not be used or relied upon in connection with the purchase or sale of any security.

Statements in the Presentation are made as of the date of the Presentation unless stated otherwise, and there is no implication that the information

contained herein is correct as of any time subsequent to such date. All information with respect to primary and secondary investments of Adams Street

Partners funds (the “Funds”) or Adams Street Partners’ managed accounts (collectively, the “Investments”), the Investments’ underlying portfolio

companies, Fund portfolio companies, and industry data has been obtained from sources believed to be reliable and current, but accuracy cannot be

guaranteed.

The Presentation contains highly confidential information. In accepting the Presentation, each recipient agrees that it will (i) not copy, reproduce or

distribute the Presentation, in whole or in part, to any person or party (including any employee of the recipient other than an employee or other

representative directly involved in evaluating the Funds) without the prior written consent of Adams Street Partners, (ii) keep permanently confidential all

information not already public contained herein, and (iii) use the Presentation solely for the purpose set forth in the first paragraph.

The Presentation is not intended to be relied upon as investment advice. The contents herein are not to be construed as legal, business or tax advice, and

each investor should consult its own attorney, business advisor and tax advisor as to legal, business and tax advice.

The internal rate of return (IRR) data and multiples provided in the Presentation are calculated as indicated in the applicable notes to the Presentation,

which notes are an important component of the Presentation and the performance information contained herein. IRR performance data may include

unrealized portfolio investments; there can be no assurance that such unrealized investments will ultimately achieve a liquidation event at the value

assigned by Adams Street Partners or the General Partner of the relevant Investment, as applicable. References to the Investments and their underlying

portfolio companies and to the Funds should not be considered a recommendation or solicitation for any such Investment, portfolio company, or Fund.

Past performance is not a guarantee of future results. Projections or forward looking statements contained in the Presentation are only estimates of future

results or events that are based upon assumptions made at the time such projections or statements were developed or made. There can be no assurance

that the results set forth in the projections or the events predicted will be attained, and actual results may be significantly different from the projections.

Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections or forward looking statements.

2



Introduction

Scott Hazen, CFA Saguna Malhotra

Partner

Education: University of Pennsylvania,

The Wharton School, BS

Years of Investment/

Operational Experience: 21

Partner

Education: University of Notre Dame,

magna cum laude, BBA

University of Chicago

Booth School of Business, MBA

Years of Investment/

Operational Experience: 24

3



Topics for Discussion

Page

Adams Street Update 5

VCERA Portfolio Review 11

Adams Street 2017 Global Program 25

Appendix 28

4



Adams Street Update

5



As of September 30, 2016

1. Composite since inception IRR of private equity fund investments in Adams Street Partners “Core Portfolios” which are funds and separate accounts (excluding special mandate funds and non-

discretionary separate accounts) of which Adams Street Partners is the general partner, manager or investment adviser (as applicable) and for which Adams Street Partners makes discretionary

investments in private equity. Primary inception date as of November 1, 1979. Secondary inception date as of August 29, 1986. IRRs are net of fees, carried interest and expenses charged to the

underlying private equity funds, but are gross of Adams Street Partners’ fees, carried interest and expenses, which reduce returns to investors. For the effect of Adams Street Partners’ fees, carried

interest and expenses on Adams Street Partners’ fund returns to investors, please see Adams Street Partners Net Performance chart in this presentation.

2. Composite since inception IRR is net of Adams Street Partners’ fees, carried interest and expenses. IVCF II, a component of this composite, charged only management fees and expenses. Inception

date as of March 1, 1989. Includes IVCF II (invested in both partnerships and direct portfolio companies), IVCF III, BVCF IV, AS V, AS 2006, AS 2007, AS 2008, AS 2009, AS 2010, AS 2011, AS 2012,

AS 2013, AS 2014, AS 2015 and AS Venture Growth VI.

3. Composite since inception IRR, which is net of Adams Street Partners’ fees, carried interest and expenses. Inception date as of July 8, 1992. Includes a separate account (1992-1998),

Co-Investment I (2006), II (2009) and III (2014).

* Past performance is not a guarantee of future results. The IRRs shown above are composite IRRs and do not represent returns achieved by any particular Adams Street Partners fund or any investor in an

Adams Street Partners fund. There can be no guarantee that unrealized investments reflected in this performance data will ultimately be liquidated at values reflected above. For net performance of Adams

Street Partners funds, see the Net Performance chart included in this presentation.

Proven Private Markets Partner

40+ years of experience

Recognized as industry leader

with over $29B in assets under

management

100% independent and

employee owned – our

interests are directly aligned

with that of our client’s

Over $195 million invested

into the firm and funds

Since Inception IRRs*:

Primary: 21%1

Secondary: 20%1

Direct: 16%2

Co-Investment: 21%3

Highly integrated platform with

shared insights

Senior staff average 15 years

of investment experience

Excellent risk management

capabilities

Deep understanding of

institutional client needs

300+ diverse clients

Client access to industry-

leading interactive analytical

tools and data

Customized, specialized

approach to all client portfolios

Experienced and

Proven Team

Private Markets

Partner

Exemplary

Client Service + +

6



7

Experienced, Cohesive and Strategically Integrated Platform

*Investment and Operational

As of September 30, 2016.

Primary Investments Since 1979

760+ funds

260+ GP relationships

370+ advisory boards

22 Professionals

Secondary Investments Since 1986

Jeff Akers Partner & Head of

Secondary Investments

19 Years of Experience*

ASP Capital Since 1972

Co-Investments Since 1989

Bon French Executive

Chairman


Jeff Diehl Managing Partner &

Head of Investments


Kelly Meldrum Partner & Head of

Primary Investments


360+ funds


12 Professionals

Terry Gould Partner & Head of

Direct Investments


250+ companies

8 Professionals

David Brett Partner & Head of

Co-Investments


100+ companies


4 Professionals

Bill Sacher Partner & Head of

Private Credit


Private Credit Since 2016

6 Professionals



We Have a Global Footprint

8

140+ PEOPLE

30+ NATIONS INVESTED

8 OFFICES

= 1500+ QUALITY OPPORTUNITIES

REVIEWED ANNUALLY

CHICAGO

1972 MENLO PARK

2006

LONDON

1997

SINGAPORE

2006

TOKYO

2014

BEIJING

2011 NEW YORK

2016

BOSTON

2016

8



Mike

Zappert

Menlo Park

Troy

Barnett

Chicago

Joe

Goldrick

Chicago

Greg

Holden

London

Pinal

Nicum

London

Kristof

Van

Overloop

London

SECONDARY

Kelly Meldrum Head of Primary

Investments

Menlo Park

Jeff

Burgis

Chicago

Adam

Chenoweth

Chicago

Arnaud

de

Cremiers

London

Doris

(Yiyang)

Guo

Beijing

PRIMARY

Sachin

Tulyani

London

Craig

Waslin

Chicago

Benjamin

Wallwork

London

Deep Expertise Around the World

Bon French

Executive Chairman

Chicago

Terry Gould Head of Direct

Investments

Chicago

VENTURE CAPITAL/

GROWTH EQUITY CO-INVESTMENTS

FUND INVESTMENTS

Tom

Bremner

Chicago

Jeff

Diehl

Chicago

Robin

Murray

Menlo Park

Jeff Diehl

Managing Partner &

Head of Investments

Chicago

INVESTMENT STRATEGY

Miguel Gonzalo

Head of

Investment Strategy

Chicago

INVESTMENT ANALYTICS

Jian

Zhang

Chicago

Ray Chan

Head of Risk Management

and Advanced Analytics

Chicago

Toby

True

Chicago

Mhahesh

Madhavan

Chicago

DIRECT INVESTMENTS

Bill Sacher Head of

Private Credit

New York

Shahab

Rashid

New York

PRIVATE CREDIT

Dave Brett Head of

Co-Investments

Chicago

Sergey

Sheshuryak

London

Sunil

Mishra

Singapore

Ross

Morrison

London

Saguna

Malhotra

Menlo

Park

Morgan

Webber

Boston

Ling Jen

Wu

Singapore

Michael

Taylor

Menlo

Park

Yar-Ping

Soo

Singapore

Yu (Hubert)

Zhang

Beijing

Jim

Korczak

Chicago

Dominic

Maier

London

Alex

Lesch

Chicago

Brijesh

Jeevarathnam

Menlo Park

Thomas

Petty

New York

Fred

Chung

New York

Michael

Allen

New York

Emily

Shiau

New York

Jeff Akers Head of

Secondary

Investments

Chicago

9



Investment Capabilities Creating a strategic partnership to meet clients’ goals and objectives

1. Consists of a US Partnership Fund, a Non-US Partnership Fund and a Direct Venture/Growth Equity Fund..

* The targeted annual net return (after Adams Street Partners’ fees, expenses and carried interest) is only a target. There can be no guarantee that Adams Street Partners will achieve returns in the targeted range.

In Market Investment Capabilities

Target

Net Return* Strategy

Geographic

Diversification

Timing and

Capacity

14-18% Comprehensive program with primary, secondary and co-investment

strategies diversified across time, subclass and geography Global $800 Million

Adams Street has flexibility built into our investment process and delivers highly

customized portfolios that align with our client’s expected risk and return requirements

20%+ Growth equity investments focusing on IT & Healthcare Mainly US and

Western Europe $250 Million

10-12% Predominately US mid-market buyout, private debt solutions

(1st and 2nd lien, mezzanine, unitranche debt) US and Europe

$500 Million –

$1 Billion

15%+ Access to shorter duration exposure and j-curve, mitigation through

secondary purchases of mature private equity funds Global $1.2 Billion

No Fund Currently Available

15%-20%+ Primary only venture capital funds diversified across manager,

stage and geography Mainly US 2017

15-20% Buyouts and growth equity investments Mainly US and

Western Europe 2018

15%+ Buyout funds and co-investments ($1.5 Billion and below)

which target companies with $500M or less in enterprise value US 2018

Annual Global Program1

ASP Capital VI

Private Credit Fund

Co-Investments

Customized Solutions

Global Secondary Fund 6

US Small

Market Buyout

Venture Innovation

10



VCERA Portfolio Review

11



* Actual allocations will differ once the Program is fully invested.

** The targeted annual net return (after Adams Street Partners’ fees, expenses and carried interest) is only a target. There can be no guarantee that the VCERA Private Equity Program will achieve

returns in the targeted range.

1. MSCI ACWI (All Country World Index) captures large and mid cap representation across Developed and Emerging Markets countries.

Building Value While Maximizing IRR Constructing VCERA’s Global Private Equity Program

■ Longer duration

■ Builds value over time

■ Shorter duration

■ Earlier cash flows

■ Exploit market inefficiencies

■ Focus on minimizing j-curve

Target Net Return: MSCI ACWI1 + 400 bps**

33% Tactical Strategies

67% Primary Strategies

Strategy*

Primary

67%

Direct

Venture/

Growth

10%

Secondary

18%

12



Ventura County Employees’ Retirement Association Subscriptions to ASP Global Programs: $220,000,000

Total portfolio as of September 30, 2016

Performance early in a fund's life is not generally meaningful due to fee drag and immature investments.

Activity Since 9/30/16

(10/1/2016 - 3/17/2017)

Draws: $11,993,000

Distributions: $6,415,587

13

As investments continue to be made and mature, the ASP Global Program is generating

attractive returns and is returning capital to VCERA

Committed /

Subscription

Drawn /

Subscription

Distributed/

Drawn

2010 Program 100% 74% 37%

2013 Program 100% 52% 7%

2016 Program 38% 0% N/A

Grand Total 84% 46% 26%

Subscription

Amount

Drawn

Market

Value

(NAV)

Distributions

Received

(D)

Total

Value

(NAV + D)

Ne t IRR

3 - Ye a r

Ne t IRR

5 - Ye a r

Ne t IRR

Sinc e

Inc e ption

Inception

Date

Total

Value /

Amount

Drawn

ASP 2010 Global Program $85,000,000 $63,201,749 $65,657,144 $23,564,117 $89,221,261 13.64% 12.75% 12.43% 1.41x

ASP 2010 US Fund $42,500,000 $29,665,000 $34,314,119 $10,764,481 $45,078,600 15.74% 14.45% 14.75% 5/2010 1.52x

ASP 2010 Non-US Developed Fund $25,500,000 $19,545,749 $16,187,723 $7,653,243 $23,840,966 8.64% 9.36% 8.23% 5/2010 1.22x

ASP 2010 Emerging Markets Fund $8,500,000 $6,111,500 $7,747,760 $314,436 $8,062,196 15.17% 10.99% 10.16% 1/2011 1.32x

ASP 2010 Direct Fund $8,500,000 $7,879,500 $7,407,542 $4,831,957 $12,239,499 14.33% 13.59% 12.84% 5/2010 1.55x

ASP 2013 Global Fund $75,000,000 $38,925,000 $39,480,633 $2,698,535 $42,179,168 5.72% N/A 5.16% 6/2013 1.08x

ASP 2016 Global Fund $60,000,000 $0 $94,044 $0 $94,044 N/A N/A N/A 8/2016 N/A

ASP Program Participant Total $220,000,000 $102,126,749 $105,231,821 $26,262,652 $131,494,473 11.42% 11.08% 10.93% 1.29x

13



Ventura County Employees’ Retirement Association Diversification of underlying investment commitments by vintage year


61%

24% 26%

38%

18% 45%

42%

27%

69% 60%

52% 56%

48%

54%

5% 7%

8%

5%

19%

5%

2%

5% - O 2% - DC

6%

5%

4%

2% - O

4%

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

2010 2011 2012 2013 2014 2015 2016

$ in M

illio

ns

Other

Debt/Credit

Energy/Natural Resources

Buyouts

Venture Capital

Partnership IRR @ 9/30/16 15.5% 20.4% 13.4% 11.3% 10.2% N/A N/A

14



* Calculated by applying the participant’s respective ownership percentage to the underlying investment commitments.

Ventura County Employees’ Retirement Association Diversification of investment commitments*


Venture Capital 49.0%

Buyouts 39.7%

Energy/ Natural

Resources 10.5%

Other 0.7%

Primary Partnerships

by Subclass – US Primary Partnerships

by Subclass – Developed


Buyouts 59.8%

Primary Partnerships

by Subclass – Emerging

Buyouts 66.4%


Other 8.7%

Energy/ Natural

Resources 5.5%

Debt/Credit 2.9%

61.4%

22.4%

11.5%

1.5% 1.1% 0.8% 0.8% 0.5%

UnitedStates

WesternEurope

Asia Australasia Central andEasternEurope

OtherMarkets

Israel TheAmericas

Geographic – Total

15



Changing Consumer Preferences

Software and Technology

Enabled Services

Current Investment Themes Drive our Manager Selection

A complete list of Adams Street Partners’ primary fund investments is available upon request.

Engineering and Manufacturing

Healthcare 2025

16



Strong History Supporting Spin-outs from Established

Buyout Franchises

A complete list of Adams Street Partners’ small market buyout investments is available upon request.

Fund Size

(USD m) $750M $275M $500M $500M

Expertise “Change Intensive”

Buyouts

Growth Equity in Tech-

Enabled Business

Services

Growth Equity in

Financial / Healthcare

Technology

Upstream Energy

GP Experience

(years) 30+ 17+ 30+ 20+

Prior Firm

Prior ASP

Relationship P P P P Average Equity

Investment

(USD m) $20-60 $10-40 $15-50 $25-75

Invitation-only

Access P P P P

17



Note: Fund Size data above is as of ASP’s initial investment with the manager.

A complete list of portfolio investments is available upon request.

Strong History Supporting Spin-outs from Established

Venture Franchises

Fund Size

(USD m) $120 $150 $140 $130

Expertise Early Stage

Israeli IT

Early Stage

Enterprise Software Early Stage US IT

Early Stage

Business

Technology

GP Experience

(years) 15+ 10+ ~10 20+

Significant GP

Alignment P P P P

Prior Firm(s)

Prior ASP

Relationship P P P P ASP is Largest

Allocation P P P Invitation-only

Access P P P P

18



* Returns based on ASPIRE database.

Ventura County Employees’ Retirement Association Intraperiod Returns

Total Portfolio (2010, 2013 and 2016 Global Programs) as of September 30, 2016

7.4%

9.5%

11.4% 11.1% 11.1% 10.9%

12.7%

3.0%

4.9%

6.9%

8.1%

7.2%

0.0%

2.5%

5.0%

7.5%

10.0%

12.5%

15.0%1-Yr IRR 2-Yr IRR 3-Yr IRR 4-Yr IRR 5-Yr IRR Since Inception IRR

VCERA Portfolio MSCI ACWI PME

Internal Rate of Return

(Net of Fees)

VCERA’s Global PE Program has established meaningful

premium over global public equity markets

19



Ventura County Employees’ Retirement Association Performance contributors and detractors in past three years


Returns based on Adams Street performance analytics database (ASPIRE).

■ Contributors

‒ Primary investments in early stage venture capital funds – despite more recent volatility,

strong returns in early stage IT focused venture funds have taken advantage of attractive

purchase prices, followed by improved exit markets and receptive public markets. (+26% 3yr-IRR)

‒ Direct Venture/Growth Funds - mix of growing IT and healthcare company investments made to

date are performing well, with some early exits via IPO and strategic acquisitions driving 2014 and

2015 distributions. 2016 distributions generated as GP lock up restrictions wind down and public

shares continue to be sold off (+14% 3yr-IRR)

‒ Primary/Secondary investments in small and mid-sized buyout funds – strong fundamental

portfolio company growth across sectors well rewarded through favorable public market

comparisons and receptive exit markets. Returns continue to be strong in 2016 despite relative

weakness elsewhere (+16% 3yr-IRR)

■ Detractors

‒ Primary and Secondary investments in energy funds – commodity price pressure had a

negative impact on asset valuations in energy space regardless of focus. We feel confident that

our diversified mix of upstream E&P, midstream, services, mining & metals and power are well

positioned longer term despite recent challenges. Performance appears to have troughed, with

appreciation anticipated near term as commodity prices rebound from recent lows (-2% 3yr-IRR)

20



Returns based on ASPIRE database.

Ventura County Employees’ Retirement Association Complementary strategies drive long term value creation

2010 Global Program as of September 30, 2016

17.4%

14.0%

12.1%

4.3%

10.3%

12.8%

14.3% 13.6%

12.8%

13.6% 12.8%

12.4%

0.0%

2.5%

5.0%

7.5%

10.0%

12.5%

15.0%

17.5%

20.0%3-Yr IRR 5-Yr IRR Since Inception IRR

Primaries Secondaries Direct Venture/Growth Fund 2010 Global

Internal Rate of Return

(Net of Fees)

As Global Program matures, performance drivers shift

from secondaries to primaries and Direct Venture/Growth Fund

21



Ventura County Employees’ Retirement Association Total Portfolio as of September 30, 2016

■ Portfolio moved quickly through j-

curve due to secondaries, value now

being driven by maturing primaries

■ Portfolio is 84% committed and 46%

drawn

■ Distribution activity continues to

ramp up, now at 26% of drawn

capital

0%

5%

10%

15%Net IRR

0%

5%

10%

15%

20%

25%

30%Net Distributions to Paid-in Capital

90%

95%

100%

105%

110%

115%

120%

125%

130%Net Total Value to Paid-in Capital

22



Ventura County Employees’ Retirement Association Net asset value, capital calls and distributions (actual and projected)

Represents existing 2010, 2013 and 2016 Global Programs

($40)

($20)

$0

$20

$40

$60

$80

$100

$120

$140

$160

$ M

illio

ns

Distributions

Calls

NAV

Estimate/Projected $400M distributed

$220M called

NAV should build through 2019,

then decline as distributions

increase and calls decrease

2016

23



Ventura County Employees’ Retirement Association Confirmation of compliance

Ventura County Employees’ Retirement Association is an investor in Adams Street US Fund 2010

LP, Adams Street Non-US Developed Fund 2010 LP, Adams Street Emerging Markets Fund 2010

LP, Adams Street Direct Fund 2010 LP, Adams Street Global Fund 2013 LP and Adams Street

Global Fund 2016 LP (the “Funds”). The Funds’ general partner, Adams Street Partners, LLC,

hereby certifies that, to the best of its knowledge, the Funds are in compliance in all material

respects with the terms of their respective limited partnership agreements and applicable rules and

regulations throughout the year ended December 31, 2016.

24



Adams Street 2017 Global Program

25



North America

60-70%

Developed

Markets

20-30%

Developing

Markets

10-15%

$5B+ 5%

$2B-$5B 20%

$1B-$2B 15%

$500M-$1B 35%

0-$500M 25%

Primary Buyout Fund Sizes

Primary 67%

Secondary 18%

Co-Investment 5%

Direct Venture/ Growth

10%

Strategy

40-50 GPs

15%

35%

50% 2017

2018

2019

Commitment Pace

Venture Capital 25-35%

Buyouts 55-70%

Other 5-20%

Subclass

*Actual allocations will differ once the Program is fully invested.

2017 Global Private Equity Program Projected allocations*

26



* Adams Street 2017 Global Fund LP solely invests in the Adams Street 2017 US Fund LP, the Adams Street 2017 Non-US Fund LP and the Adams Street 2017 Direct Fund LP.

** The term Partnership Fund refers to the Adams Street 2017 US Fund LP and Adams Street 2017 Non-US Fund LP.

*** Average Annual Fee refers to the rate charged on subscription amount, assumes a 15-year life and a commitment pace of 45% year one, 40% year two and 15% in year three.

For example, an investor committing $50 million would have an average Annual Fee of 69 bps on the first $25 million and 62 bps on the second $25 million.

Key Terms and Conditions Adams Street 2017 Global Fund LP*

Target Commitment Period 3 years

Investment Mix Expected portfolio ranges: 60-75% primaries; 20%-30% secondaries, co-investments, private credit,

and private market manager investments; up to 10% direct venture/growth equity

Partnership Fund**

Management Fees

Subscription Amount

First $25 million

Over $25 million up to $50 million



Amounts Over $150 million

Average Annual Fee***

69 basis points

62

52

34

28

During the first three years of the Fund, fees are based on the actual amount of capital committed

to underlying investments, and fees decline in the later years of the Fund.

Credit for Prior Subscriptions A credit amount for prior subscriptions (including other Adams Street offerings) may be applied

towards the management fee schedule.

Carried Interest 10% on secondary and co-investments (with 7% preferred return); 15% on private credit and private

market manager investments (with 7% preferred return); no carried interest on primary investments.

Direct Fund Management Fees The portion of a participant’s subscription that is allocated to the Direct Fund will be assessed an

annual fee of 2% and 20% carried interest.

27



Appendix

28



Scott Hazen, CFA Partner, Chicago

■ Scott is a Partner and member of the Client Service team. He works closely

with clients in the management of their portfolios, including providing

assistance in the development and monitoring of their private equity programs.

Additionally, he is actively involved in the portfolio construction and ongoing

monitoring of the various fund of funds programs and separate accounts. Scott

is also involved in the tracking and analysis of portfolio performance

measurement and in the development of consultant relationships.

■ Prior to joining the Firm, Scott was an Executive Director and US Equity

Strategist with UBS Global Asset Management focusing on portfolio

management and client communication responsibilities.

■ Prior to this, Scott was an Executive Director and Institutional Client Advisor

with UBS Global Asset Management focusing on business development and

client relationship management.

■ Scott is a member of the CFA Institute and the CFA Society of Chicago.

EDUCATION:

University of Notre Dame,

magna cum laude, BBA

University of Chicago Booth

School of Business, MBA

YEARS OF INVESTMENT/

OPERATIONAL EXPERIENCE:

24

29



Saguna Malhotra Partner, Menlo Park

■ Saguna is a Partner within the Primary Investment Team. She specializes in

buyout and venture fund investments, and manages General Partner

relationships within these sectors.

■ Prior to joining Adams Street, Saguna was the Managing Director of Private

Equity at Stanford Management Company, where she oversaw a $6.0 billion

private equity portfolio. In this role, Saguna was also responsible for all facets

of portfolio management, including asset allocation, identifying new investment

opportunities, managing GP relationships, serving on fund advisory boards, co-

investing, and proactively monitoring the portfolio. She was also a member of

the investment committee, and was responsible for building and overseeing the

broader investment team.

■ Prior to joining Stanford in 2005, Saguna was Vice President at Ripplewood

Holdings, LLC in New York. In this role she managed business diligence and

deal negotiations, including negotiating financing documents, purchase

agreements and employment contracts, conducting operational due diligence,

and developing business plans. Saguna commenced her career at Morgan

Stanley in their Financial Sponsors Group.

EDUCATION:

University of Pennsylvania,

The Wharton School, BS

YEARS OF INVESTMENT/

OPERATIONAL EXPERIENCE:

21

30



Ventura County Employees' Retirement Association

MARCH 2017

Business Meeting Agenda - V.B. INVESTMENT MANAGER PRESENTATIONS - HARBOURVEST


CONFIDENTIAL

BRETT GORDON

Managing Director, HarbourVest Partners, LLC (Boston)

Brett Gordon is a member of HarbourVest’s secondary investment team. Brett focuses on both traditional and

complex transactions involving the purchase of US and non-US investments. He joined HarbourVest in 1998

after receiving his MBA. Brett currently serves on a number of advisory boards and valuation committees. He

also serves on the Babson College Board of Trustees. Brett’s previous experience includes serving as a vice

president for The Princeton Review of Boston, Inc., where he managed all operational functions of the

organization and was responsible for long range strategic planning. He received a BS (magna cum laude) in

Management from Boston University in 1990 and an MBA (summa cum laude) from Babson College in 1998.

HabourVest team

GREGORY STENTO

Managing Director, HarbourVest Partners, LLC (Boston)

Greg Stento joined HarbourVest in 1998 and focuses on global partnership investments. He is a member of the

Global Investment Committee and also serves on the advisory boards of several private equity partnerships.

Greg joined HarbourVest from Comdisco Ventures, where he was a managing director and provided equity and

debt capital to startup and emerging growth technology and life sciences companies. Prior to Comdisco, he

was a general partner at Horsley Bridge Partners, where he was responsible for making and managing

investments in a variety of private equity partnerships and companies. Greg also spent six years in marketing

and sales at NCR Corporation, where he focused on information technology solutions for financial institutions.

He received a BS (with distinction) from Cornell University in 1982 and an MBA from Harvard Business School

in 1989.



CONFIDENTIAL

This document has been prepared for Ventura County Employees' Retirement Association (March 2017). It has been prepared on the basis that you are an investment professional, is for the sole use of your organization,

and should not be shared with any other parties.

These materials do not constitute an offer to sell or the solicitation of an offer to buy interests in any Fund (the “Fund”) or any other investment sponsored by HarbourVest Partners L.P. or its affiliates. Any offering of

interests in any Fund will be made solely pursuant to the Private Placement Memorandum of the Fund and subscriptions will be accepted solely pursuant to definitive documentation. Offers and sales of interests in the Fund

will not be registered under the laws of any jurisdiction and will be made solely to “qualified purchasers” as defined in the U.S. Investment Company Act of 1940, as amended. These materials are highly confidential and

must be read in conjunction with the Private Placement Memorandum of the Fund. These materials do not purport to contain all the information relevant to evaluating an investment in the Fund. For additional legal and

regulatory information please refer to important legal disclosures (http://www.harbourvest.com/important-legal-disclosures).

See final pages for additional notes.

I. HarbourVest Overview

II. Investment Update

III. Custom Solutions Overview

Appendix

– Secondary Market Overview

Table of contents



CONFIDENTIAL

HARBOURVEST OVERVIEW



CONFIDENTIAL

* This does not indicate approval or endorsement of HarbourVest by the US SEC or UK FCA

HarbourVest overview

Established Firm > Team formed in 1982

> More than $50 billion committed to investments over three decades

> Registered investment adviser with the US Securities and Exchange Commission*

> AIFMD-compliant investment products for European investors*

> Independent, employee-owned

Experienced & Stable Team > Deep team of 400+ employees with more than 100 investment professionals

> 41 managing directors with an average firm tenure of 13 years

> Local teams in Beijing, Bogotá, Boston, Hong Kong, London, Seoul, Tel Aviv, Tokyo

and Toronto

Focus on Private Markets > Global expertise across primary partnerships, secondary investments and direct

co-investments provide clients with market perspectives and actionable insights

> Comprehensive and specialized programs

Proven Track Record > One of the longest track records in the industry

> Demonstrated performance across all strategies

> Consistent approach to portfolio construction

Superior Client Service > Distinguished global investor base

> Responsive to client needs

> Broad infrastructure – accounting, treasury, tax, compliance/regulatory, trading,

investor relations

Strong Risk Controls > SOC 1 reports on controls available to clients and their auditors



CONFIDENTIAL

As of December 31, 2016.

Based on primary, secondary, and direct commitments made by HarbourVest

Indicates HarbourVest team location

One of the longest established firms in the industry

HarbourVest – Global private markets platform

London

Seoul Beijing North America

First investment 1982

$33.0 billion committed

Latin America



EMEA



Asia Pacific



Toronto

Boston

Bogotá

Tel Aviv

Hong Kong

Tokyo

Expertise across capital structure (equity and debt) and investment types

PRIMARY SECONDARY DIRECT CO-INVEST

$34.4 billion committed $16.9 billion committed $6.6 billion committed



CONFIDENTIAL

> Consistent approach for three decades

> Integrated investment platform provides significant advantages

– Overlapping knowledge base

– Strong relationships across the industry

– Collaborative environment

– Enhanced deal flow, evaluation, and monitoring

The HarbourVest platform – An integrated approach

Cohesive, global platform

provides significant

advantages in relationship

network, knowledge

sharing, deal flow,

evaluation, and

monitoring

Investment teams are

highly selective, aiming to

identify and deliver strong

returns over time

Shared economics across

the organization promotes

team stability,

collaboration, and

continual information

exchange



CONFIDENTIAL

Industry leadership

* HarbourVest Partners (Europe) Limited, 3rd Floor, 33 Jermyn Street, London SW1Y 6DN registered in England and Wales number 8618271. Authorized and regulated by the Financial Conduct Authority.

Awards do not necessarily represent investor experience with HarbourVest or its funds, nor do they constitute a recommendation of HarbourVest or its services. Awards are based on surveys that are not limited to investors

in HarbourVest funds and may not have included all of the investors in HarbourVest funds. They are not indicative of future performance

HarbourVest (Europe)*

George Anson, Chairman, 2013-2014

Scott Voss, Board of Directors

Founding Member 2001

Founding Member 2013

Signatory

Founding Member

Kathleen Bacon, 2016

Kathleen Bacon, 2015



CONFIDENTIAL

INVESTMENT UPDATE



CONFIDENTIAL

* As of December 31, 2016

Strive to deliver top quartile rates of return while assuming less risk

HarbourVest secondary overview

Differentiated

Approach

Focus on less efficient segments

of the market

Build diversified portfolios

Make investments with

outperformance potential

HarbourVest Platform*

Over 500 managers, 1,000 partnerships,

and 550 advisory board seats

Exposure to more than

7,900 underlying companies

100+ investment professionals

9 offices

Experienced Team

30 years of secondary investing

Over 400 transactions

34 secondary professionals

22 senior professionals with average

tenure of 10 years



CONFIDENTIAL

Secondary transaction types

Single

Partnership

Interest

Portfolio of

Partnership

Interests

Captive

Team Spinouts

COMPLEX

TRADITIONAL

Joint

Ventures

GP For Hire

Trans.

Take Private

Trans.Single

Partnership

Interest

Portfolio of

Partnership

Interests

Vo

lum

e

Captive

Team Spinouts

COMPLEX

TRADITIONAL

Joint

Ventures

GP For Hire

Trans.

Take Private

Trans.



CONFIDENTIAL

As of September 30, 2016

Reflects all private equity secondary investments including those made by the Dover Street Program and other HarbourVest funds/accounts. This performance is presented on a gross basis. It reflects the fees, expenses,

and carried interest of the underlying partnership investments, but does not reflect management fees, carried interest, and other expenses borne by investors in the HarbourVest Funds, which will reduce returns. The gross

portfolio internal rate of return does not represent a return of a specific fund or investor; See Note 2 for additional information. Past performance is no guarantee of future returns.

Differentiated approach to portfolio construction

Complex Complex ComplexComplex Traditional Traditional Traditional Traditional

Dover VI

2005

Dover VII

2008

Dover VIII

2012

Dover V

2003

Traditional > Leverage primary relationships and strategic value to general partners

> Be selective, exercise pricing discipline, and focus on higher quality managers

> HarbourVest is a market pioneer

– $6.9 billion invested across more than 900 funds since 1986

> Gross performance of 1.6x and 18.1% IRR

Complex > Focus on less-efficient segments given experience, skills, and resources required to execute

> Leverage HarbourVest platform to enhance competitive positioning

> HarbourVest is a market leader

– $8.0 billion invested across 76 deals since 1995

> Gross performance of 1.7x and 22.2% IRR



CONFIDENTIAL

Dover Street VIII

Update > Began investing in 2H 2012

> 104% committed to 37 deals since inception

> Well diversified portfolio consistent with stated strategy

> Portfolio performing ahead of plan

– $196 million gain YTD to September 30, 2016

– $1.4 billion gain since inception to September 30, 2016

– $555 million distributed to Partners in 2016,

distributions to Limited Partners total 0.52x contributed

capital at year end

> Completed investment period in 2016

Pie charts are based on cumulative cost of company investments as of September 30, 2016

See final pages for additional notes. This page summarizes the activity and performance of a HarbourVest fund or account. There is no guarantee the investments and relationships referenced will be in a future portfolio.

Past performance is no guarantee of future returns.

$ Millions

Transaction Type Geography Investment YearStage

Venture20%

Buyout75%

Other 5%

Traditional36%

Complex64%

US46%

Europe39%

Asia Pacific 7%

Emerging Markets

8%

Pre-20056% 2005

5%20066%

200718%

200811%2009

4%

20108%

201111%

20128%

20137%

2014-201616%

As of Sep-30 Feb-28

Fund Size $3,591.5 $3,591.5

Committed to Investments 104% 104%

Paid-In Capital $2,918.5 $2,989.3

% Called 83% 84%

Distributions $1,401.3 $1,613.1

DPI 0.5x 0.5x

Total Value $3,995.1

TVPI 1.4x

Net IRR 25.1%



CONFIDENTIAL

*Performance as of September 30, 2016.

This information is presented on a gross basis and reflects the performance of the investment portfolio, see Note 2. Past performance is no guarantee of future returns.

Dover Street VIII – Strong performance across type, stage, and geography

Deal type Stage Geography

Distributed Current Value

Differentiated Strategy Diversified Approach Global and Local

1.5x 1.4x 1.5x

0.0x

1.0x

2.0x

U.S.58%

Europe32%

Asia /RoW10%

1.5x 1.4x

0.0x

1.0x

2.0x

Buyout85%

Venture / Other15%

1.5x 1.5x

0.0x

1.0x

2.0x

Complex63%

Traditional37%



CONFIDENTIAL

Dover Street VIII – Summary and outlook

> Concluded commitment period in Q2 2016

> Portfolio fully constructed; consistent with stated strategy

– Well diversified by vintage, geography, and industry

– Comprised of market leading transactions

> Strong early performance

– Attractive discounts at purchase coupled with strong asset appreciation

– Health of portfolio remains strong

> Distribution pace has been ahead of expectations



CONFIDENTIAL

*Committed not closed, amounts are as of December 31, 2016 and reflect expected final commitment amounts post final closing and any potential syndication.

Note: Diversification estimated based on available data.

Dover Street IX

Update > Final closing in October 2016 at $4.8 billion

> First deal closed in July 2016

> 25% committed to transactions

> Portfolio highly diversified with exposure to

over 500 underlying companies

> First distribution made in December 2016

Geographic Diversification (est)

Complex77%

Traditional23%

Deal Type Stage Geography DescriptionCommitment(millions)

Project Bishop* Complex Buyout Europe / US Public to private $650

Project Switch Complex Buyout Asia Team spinout $281

Project Henderson* Traditional Buyout US Portfolio of LP interests $184

Project Hexagon* Traditional Buyout Europe Portfolio of LP interests $60

Other Investments (7) Traditional Buyout Global / US Portfolio of LP interests $48

Grand Total $1,223

Transaction Type

U.S.40%

Europe37%

RoW23%



CONFIDENTIAL

CUSTOM SOLUTIONS OVERVIEW



CONFIDENTIAL

> Helping clients access investment opportunities to reach their goals

> Comprehensive and specialized private markets solutions allow for a modular approach

Private equity solutions for varied investor needs

Venture

Buyout

Secondary

Co-invest

International

Partnership

Programs

Europe

Asia

Emerging

markets

Secondary

Co-invest

Secondary

Programs

Global LP

interests

Secondary

directs

Structured

deals

Direct

Co-invest

Programs

Global

buyout

Global

growth equity

Debt

Specialized

Programs

Emerging

managers

Diverse

managers

Underserved

markets

Niche markets

and sectors

Custom

Solutions

Customized

focus,

strategy,

services,

and structure

US

Partnership

Programs

Global

Partnership

Programs

US

Europe

Rest of World

Secondary

Co-invest

Listed Private Equity



CONFIDENTIAL

HarbourVest approach to custom solutions

Strategic > HarbourVest selectively offers customized programs with tailored

investment options and a comprehensive menu of services

> Custom, flexible solutions offered over our 30-year history

Collaborative > Work with client and consultant to define objectives consistent with the

client’s risk/return profile

> Cash flow modeling to project pacing needs

> Consistent communication on pipeline, portfolio construction, performance,

and market trends

Flexible > Approval of annual allocation and tactical plan

> Attend GP meetings and/or assume advisory board seats

> Coordination with current SMA manager(s)



CONFIDENTIAL

Portfolio

Construction

> Access niche markets

> Vintage year diversification

> Complement existing portfolio

> Shorter duration

> Manage overall portfolio volatility

> Manager concentration vs. proliferation

> Leverage co-invest flow from GPs

Cash Flow and

Return Generation

> Potential to generate alpha

> Flexible annual allocations

> Minimize fees

> J-curve mitigation

> Liquidity

> Generate current yield

> Deployment pace

Service and

Flexibility

> Operational support

> Strong control environment

> Balance of internal and external resources

> Flexibility through ongoing refinement and steady communication

What objectives are your highest priority?



CONFIDENTIAL

Objectives and Approach

Strategic planning framework

Long-term performance,

diversification and pacing

goals defined

Program development and

portfolio construction

Active monitoring, management

and refinement of program

> Legacy portfolio reviewed

> Risk sensitivity assessment

> Macro trend review

> Strategic allocations set

> Investment guidelines formed

> Service level needs established

> Structure defined

> Annual tactical plans reviewed

> Manager selection

> Pipeline reviews

> Market outlooks completed

> Program reviews

> Portfolio analysis

> Performance monitoring

> Benchmarking

> Risk management

> Reporting customization

> Development tracking to plan

> Market trend monitoring

> Knowledge transfer programs

Achieve short and long-term strategy and performance goals

Strategic Assessment

Implementation

Oversight



CONFIDENTIAL

HarbourVest’s included services

Manage GP

Relationships

Process Capital

Calls

Process

Distributions

Quarterly

Valuations

Performance

analysis

Portfolio

Monitoring and

Reporting

Ensure Document

Retention and

Business

Continuity

Access GP portals Receipt and review

of capital call

notices

Provide wiring

instructions to GPs

Obtain and monitor

receipt of financial

statements

Track investment

and company level

data

Investment and

company level

diversification

Document

management

system

Provide contact

information

Enter into systems Receipt and review

of distribution

notices

Follow-up for

missing statements

as needed

Verify all cash flow

activity and profit /

loss activity

Quarterly reporting

and dynamic ad

hoc reporting

Comprehensive

business continuity

plan

Update contact

information as

needed

Verify call against

unfunded amount

Enter into systems Track auditor and

auditor "quality"

Enter new company

investment (name,

location, business

description)

Performance

measurement

including IRRs and

multiples

Disaster recovery

plan including

replication of data

Maintain list of

relevant GP contacts

Document uses of

cash

Determine if

deemed call /

distribution or

recallable

distribution

Review audit

opinion

Obtain and review

company metrics

(stage, % own,

public/private)

Largest holdings,

manager and

company exposure

Participate in GP

calls and meetings

Verify wire

instructions on file

to notice

Document source

of proceeds

Ensure valuations

are in accordance

with fair value

standards

Capture company

current and realized

cost / value

Cash flow trends

Review and

approval of funding

Liaise with GP for

missing payments

or discrepancies

If method other

than fair value,

determine fair value

along with

investment staff/GP

Track filing and IPO

activity

Company level

performance

including IPOs and

M&A events

Track M&A activity Benchmarking



CONFIDENTIAL

APPENDIX



CONFIDENTIAL

SECONDARY MARKET OVERVIEW



CONFIDENTIAL

Source: Thomson Reuters; Greenhill Cogent

Growing market opportunity

Market growth fueled by growing primary market

Incremental growth drivers

0

10

20

30

40

50

’05 ’06 ’07 ’08 ’09 ’10 ’11 ′12 ’13 ’14 ’15 ’16

0

200

400

600

800

1,000

$ B

illio

ns

$ B

illion

s

Proliferation of whole fund

liquidity solutions

Proactive portfolio

management

Sovereign wealth funds

becoming more active

sellers

Financial institutions have

significant private equity

assets to be divested

PE NAV > 5 years oldSecondary Market Deal Volume



CONFIDENTIAL

Expanding universe of secondary deal typescreates opportunity

Ineff

icie

ncy

Traditional

Traditional

Public to

Privates

Secondary

Direct

Portfolios

Structured

Liquidity

Solutions

Fund

Restructurings

Traditional

GP for

Hires

Captive Team

Spinouts

Time Period

Ine

ffic

iency

1985 - 2000 2000 - 2010 Today

LP Tender

Offers



CONFIDENTIAL

HarbourVest Deal Flow Statistics; Setter Capital

Asset geography by volume

Assets and sellers by geography

54%59%

66%61%

72%

28%27%

18% 25%

16%

18%14% 16% 14% 12%

2012 2013 2014 2015 1H 2016

U.S. Europe Asia/RoW

45%50%

55%

29%26%

31%

26% 24%

14%

2014 2015 1H 2016

North America Europe Asia/RoW

Seller geography by volume



CONFIDENTIAL

Source: Greenhill Cogent / Setter Capital

Seller type by number of sellers

Broad universe of sellers

20% 18%10%

14%20%

18%

14%15%

13%

24%

19%

25%10%

17%

14%

14%

15%

24%

26%12%

11%

10% 12%

11%

6%

10%12%

24%20%

16% 13% 13%

2012 2013 2014 2015 1H 2016

Public Pensions General Partners

Financial Institutions Endowments & Foundations

Fund of Funds Corporations

Other

> Seller types vary over time as a function of

macro and regulatory environment

> GP-led secondaries have been a material

category since 2013

> Financial institutions remain a significant

source of deal flow

> Varied reasons for selling suggests deal

flow should be strong across cycles



CONFIDENTIAL

0

5

10

15

20

25

30

35

40

45

’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16

Aggregate Capital Raised

Source: Preqin Secondary Market Monitor, Greenhill Cogent, Evercore

Fundraising

Secondary fundraising

Fundraising

$ B

illio

ns

Secondary Deal Volume

> Strong fundraising continues

> Some managers oversubscribed while others

challenged

> $134 billion raised since 2011 compared to

$197 billion invested



CONFIDENTIAL

Source: Greenhill Cogent

Secondary market pricing

> Highest quality buyout assets trading at or near par

> Widening spread between mature / tail-end assets and more recent vintages

> Deepest discounts on emerging markets assets

> Venture pricing highly dependent on quality and maturity

70%

63%

83% 82% 80%80%

84%

89%93%

91% 92%88% 87%

89%

109%

109%

73%

59%

89% 86%85% 84%

89%92%

100%95% 95%

91%94% 95%

108%103%

63%

68%

70%74% 74%

70%

77%80%

82%80%

82%

74% 73%

78%

0

500

1,000

1,500

2,000

50%

60%

70%

80%

90%

100%

110%

120%

’06 ’07 ’08 ’09 ’10 ’11 ’12 (1H)

’12 (2H)

’13(1H)

’13(2H)

’14(1H)

’14(2H)

’15(1H)

’15(2H)

'16(1H)

'16(2H)

All Buyout Venture S&P 500

Avg. C

losin

g P

rice

‒ S

&P

50

0S

econ

da

ry P

ricin

g (

as a

% o

f N

AV

)



CONFIDENTIAL

> Secondary market continues to evolve

> Expect $30 – 40B of secondary deal activity in 2016

> LPs and GPs actively seeking liquidity solutions

> GP-led transactions are complex, critical to have a track record of executing successfully

> Competition varies based on segment

> New market opportunities emerging

Secondary market outlook



CONFIDENTIAL

EMERGING AND DIVERSE INVESTMENTS

MANAGING DIRECTOR

Craig Fowler Edward Powers

Matthew HoganBruen Sanjiv Shah

VICE PRESIDENT

Matt Autrey Brook Critchfield

Strong global team

As of November 2016. Includes employees of HarbourVest Partners, LLC, HarbourVest Partners (U.K.) Limited,

HarbourVest Partners (Asia) Limited, HarbourVest Partners (Japan) Limited, HarbourVest Partners, LLC

Oficina de Representación, HarbourVest Investment Consulting (Beijing) Company Limited,

HarbourVest Partners Korea Ltd and HarbourVest Partners (Israel) Ltd

PRIMARY PARTNERSHIPS

MANAGING DIRECTOR

George Anson Julie Ocko

Kathleen Bacon Senia Rapisarda

Carolina Espinal Sally Shan

Ryan Gunther Greg Stento

Tatsuya Kubo Michael Taylor

Hemal Mirani Scott Voss

John Morris

PRINCIPAL

Francisco Arboleda Haide Lui

Alex Barker Amanda Outerbridge

Till Burges Kanji Takenaka

Minjun Chung Chris Walker

Shumin Gong

Mac Grayson

VICE PRESIDENT

Eric Simas Alex Wolf

Stephen Tamburelli

SENIOR ASSOCIATE

Taehyun Yum

ASSOCIATE

Charles Carey Matthew Marotta

Andy Chen Dean Poulos

Michael Karam Angus Walker

Dawan Koo

Chang Liu

HVPE

Richard Hickman, Director of Portfolio Mgmt.

Bill Macaulay, Director of Finance

SENIOR MANAGEMENT

Brooks Zug, Senior Managing Director

OPERATIONS

Julie Eiermann, Managing Director, CDO

Karin Lagerlund, Managing Director / CFO

Tricia Mackechnie, Managing Director, CTO

Mark Reale, Managing Director

Mary Traer, Managing Director / CAO

Monique Austin, SVP, US Counsel

Richard Campbell, SVP, Program Office

Tony Cobuzzi, SVP, Fund Controller

Danielle Green, SVP, CCO

Bruce Pixler, SVP, Director of Tax

Jack Wagner, SVP, Treasurer

Jecca Auchterlonie, VP, Trading

Cory Cook, VP, Fund Controller

Nick du Cros, VP, UK Legal/CO

Kelli Finnegan, VP, Fund Controller

Jason Frigiani, VP, Corporate Controller

Sofia Gertsberg, VP, Investment Risk

Aliza Firestone Goren, VP, Counsel

Adi Kulkarni, VP, Fund Conrtroller

Kathy O’Brien Manzo, VP, BA/BI

Michael Passannante, VP, Asst Treasurer

Sandra Pasquale, VP, Asst Treasurer

Igor Rudfeld, VP, Direct Invest. Controller

David Rule, VP, Global Infrastructure

Dave Stepanis, VP, Portfolio Analytics

SENIOR ADVISORS

John Begg Ed Kane

Kevin Delbridge Fred Maynard

Bill Johnston Ofer Nemirovsky

Martha Vorlicek

SECONDARY INVESTMENTS

MANAGING DIRECTOR

David Atterbury Mike Pugatch

Tim Flower John Toomey

Brett Gordon Kevin Warn-Schindel

Jeff Keay Peter Wilson

PRINCIPAL

Greg Ciesielski Edward Holdsworth

Michael Dean Rajesh Senapati

John Fiato Dustin Willard

Valérie Handal

VICE PRESIDENT

Abuzar Anaswala Justin Lane

Dominic Goh Matt Souza

Thomas Joly Martin Yung

SENIOR ASSOCIATE

Nick Bellisario Alexander Mackinger

Kyle Dowd

ASSOCIATE

Julie Catton Ross Shulman

Elena Kareclas Frank Schwann

Ye Lin Meiping Yap

Peter O’Hanlon Eric Zhang

Emily Ren

DIRECT INVESTMENTS

MANAGING DIRECTOR

Corentin du Roy Alex Rogers

Ian Lane Rob Wadsworth

Peter Lipson Kelvin Yap

PRINCIPAL

Ryan Jones David Zug

Craig MacDonald

VICE PRESIDENT

Cartus Chan Lenny Li

Matthew Cheng Jacqueline Peradotto

Joel Hwang

SENIOR ASSOCIATE

Todd DeAngelo Sebastian Lieb

Gokhan Kara

ASSOCIATE

David Atterman Dennis Kim

Megan Beecher Noel Lam

Charles Dequeker Sophia Maizel

Michael Guiness Alex Robins

Sean Gillespie Junyi Zang

Tucker Johnston

CLIENT RELATIONS

MANAGING DIRECTOR

Nate Bishop Jamie Kase

Aris Hatch Olav König

PRINCIPAL

Simon Lund Mark Radville

Nhora Otalora Ilan Rosen

Janish Patel Laura Thaxter

Fran Peters

VICE PRESIDENT / DIRECTOR

Emily Archer Oren Laufer

Joe Gallitano Deirdre Whann

SENIOR ASSOCIATE

Michelle Ding Steve Schou

Jeong Kim

ASSOCIATE

Aiko Adachi Judy Chang

Libby Burrus Mike DeCenzo



CONFIDENTIAL

Contact information

www.harbourvest.com

BEIJINGHarbourVest Investment Consulting (Beijing) Company Limited+86 10 5706 8600

BOGOTÁHarbourVest Partners, LLC Oficina de Representación+57 1 552 1400

BOSTONHarbourVest Partners, LLC+1 617 348 3707

HONG KONGHarbourVest Partners (Asia) Limited+852 2525 2214

LONDONHarbourVest Partners (U.K.) Limited+44 (0)20 7399 9820

SEOULHarbourVest Partners Korea Ltd+82 2 6410 8020

TEL AVIVHarbourVest Partners (Israel) Ltd+972 3 3720123

TOKYOHarbourVest Partners (Japan) Limited+81 3 3284 4320

TORONTOHarbourVest Partners (Canada) Limited+1 647 484 3022



CONFIDENTIAL

1. DPI (Distributions / Paid-In Capital), TVPI (Total Value / Paid-In Capital) and Net IRR (Internal Rate of Return) through the applicable date are the returns to limited partners after all fees, operating expenses and carried interest. These returns reflect the combined return for all limited partners in a fund and may not reflect an individual limited partner’s actual return. The Net IRR is calculated using daily cash flows to and from limited partners. In this calculation, the final cash flow to limited partners is the fair market value of all limited partners’ capital accounts at the applicable date as determined by the general partner of the respective HarbourVest fund or account in accordance with the valuation policy. The net multiples (DPI and TVPI) are calculated based on the same cash flows.’ capital accounts at the applicable date as determined by the General Partner in accordance with the valuation policies in the applicable Partnership Agreement.

2. This information (Distributed / Funded, Total Value / Funded, Gross Portfolio IRR, Gross IRR) is presented on a gross basis and reflects the performance of the investment portfolio, including primary fund investments, secondary investments, and/or direct co-investments. For primary and secondary investments, these returns reflects the fees, expenses, and carried interest of the underlying partnership investments, but do not reflect management fees, carried interest, and other expenses borne by investors in the HarbourVest funds/accounts, which will reduce returns. Gross Portfolio IRR represents the annual return calculated using daily cash flows from the funds managed by HarbourVest to and from the various partnerships or companies in which the HarbourVest funds invested during the period specified. These returns do not represent the performance of any specific fund or the return to limited partners.

Note 3 intentionally omitted.

4. Public market comparison represents performance if the respective index had been purchased and sold at the time of the limited partners’ capital calls and distributions, with the remainder held at the date noted. Dividends are not reinvested. Using this methodology, the capital calls for the purchase of the public market index are the same as the capital calls for the HarbourVest fund. The distributions for the sales of the public market index are scaled to represent the same proportion of the fund’s NAV at the time of the distribution. (For example, if the fund distributes 5% of NAV, then 5% of the index NAV is distributed.) The securities comprising the public market benchmarks have substantially different characteristics than the investments held by the HarbourVest funds, and accordingly a direct comparison may not be meaningful.

Additional information

Includes data (prior to 1998) related to transactions that occurred when the HarbourVest team was affiliated with Hancock Venture Partners, Inc.

In considering the prior performance information contained herein, prospective investors should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Fund will achieve comparable results or be able to implement its investment strategy.

The foregoing performance information includes realized and unrealized investments. Unrealized investments are valued by the applicable general partner in accordance with the valuation guidelines contained in the applicable partnership agreement. Actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the valuations used in prior performance data contained herein are based. Accordingly, the actual realized returns on these unrealized investments may differ materially from returns indicated herein.



CONFIDENTIAL

The information contained herein is highly confidential and is being provided to you at your request for informational purposes only and is not, and may not be relied on in any manner as, legal, tax or investment advice or as an offer to sell or a solicitation of an offer to buy an interest in any investment sponsored by HarbourVest Partners L.P. or it’s affiliates (the “Fund”). A private offering of interests in the Fund will only be made pursuant to a confidential private placement memorandum (the “Memorandum”) and the Fund’s partnership agreement and subscription documents, which will be furnished to qualified investors on a confidential basis at their request for their consideration in connection with such offering. The information contained herein will be superseded by, and is qualified in its entirety by reference to, the Memorandum, which will contain information about the investment objective, terms and conditions of an investment in the Fund and will also contain tax information and risk disclosures that are important to any investment decision regarding the Fund. No person has been authorized to make any statement concerning the Fund other than as will be set forth in the Memorandum and any such statements, if made, may not be relied upon. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of HarbourVest Partners L.P. (together with its affiliates, “HarbourVest”).

Investment in the Fund will involve significant risks, including loss of the entire investment. Before deciding to invest in the Fund, prospective investors should pay particular attention to the risk factors contained in the Memorandum. Prospective investors should make their own investigations and evaluations of the information contained herein. Prior to the closing of a private offering of interests in the Fund, HarbourVest will give investors the opportunity to ask questions and receive additional information concerning the terms and conditions of such offering and other relevant matters. Each prospective investor should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the information contained herein and such offering.

Certain information contained herein (including financial information and information relating to investments) has been obtained from published and non-published sources. Such information has not been independently verified by HarbourVest. Except where otherwise indicated herein, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.

In considering any performance data contained herein, you should bear in mind that past performance is not indicative of future results. Certain information contained herein constitutes forward-looking statements, which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. Due to various risks and uncertainties, including those discussed above, actual events or results or actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions.

None of the information contained herein has been filed with the Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed on the merits of the offering of interests in the Fund or the adequacy of the information contained herein. Any representation to the contrary is unlawful.

Additional information



Ventura County Employees’ Retirement Association March 27, 2017

CONFIDENTIAL – FOR THE EXCLUSIVE USE OF RECIPIENT

Business Meeting Agenda - V.C. INVESTMENT MANAGERS PRESENTATIONS - PANTHEON


2

Presenting to you today

Susan Long McAndrews, Partner (joined 2002, 22 years of private equity experience)

Susan is a member of Pantheon’s Partnership Board and also leads Pantheon’s North American primary fund investment

activity. Susan is a member of the International Investment Committee and the U.S. Regional Investment Committee. Prior to

joining Pantheon, she was a principal at Capital Z Partners in Asia, where she was responsible for executing investments in

private equity funds and in fund management companies. In addition, Susan was a director at Russell Investments from 1995 to

1998 in its private equity group. Susan received a BA from the University of North Carolina at Chapel Hill in International

Studies and Economics and an MA from Stanford University in international policy studies. Susan is based in San Francisco.

[email protected]

Matt Garfunkle, Partner (joined 1999, 19 years of private equity experience)

Matt leads Pantheon’s San Francisco secondary team and is a member of the Global Secondary Investment Committee as well

as the Global Infrastructure & Real Assets Committee. Matt assists in the sourcing, evaluation, structuring, execution and

monitoring of North American secondary investment opportunities. He also participates in fund monitoring, firm marketing and

client reporting. Matt joined Pantheon in July 1999, having worked the previous three years with Cambridge Associates in their

Boston and Menlo Park offices. Matt received a BA in history and economics from Brown University, and is a CFA charterholder.

Matt is based in San Francisco.

[email protected]

Sprague Von Stroh, Principal (joined 2007, 10 years of private equity experience)

Sprague focuses on client servicing and marketing efforts in North America. Previously, Sprague was an associate at Grosvenor

Capital Management, L.P., a hedge fund of funds in Chicago. Prior to that, Sprague was an institutional sales associate at

Fulcrum Global Partners, L.P., a sell-side research and brokerage firm in Chicago, where she worked on the sales and trading

desk. Sprague held internship positions at Prudential Securities, Bourgeon Capital Management, LLC, and Fulcrum Global

Partners, L.P. while attending Colgate University, where she received a BA in psychology with an emphasis in

research. Sprague is based in San Francisco.

[email protected]



mailto:[email protected]



3

Pantheon overview

Secondaries Update

Appendix

Agenda



Pantheon overview



5

Pantheon: private markets specialist

$35.2 billion managed for over 400 investors

AUM figure as of September 30, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function

Over 350advisory board

seats

350 AGMs

each year

$10.6 billion committed to over

340 secondary

transactions

$20.7 billion committed to over

595 primary

investments

$2.1 billion committed to

over 125

co-investments

$3.6 billioncommitted to real

assets and

infrastructure

investments



6

Global capabilities

As of March 1, 20171 As of September 30, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function. Excludes Global and RoW.

Helen Steers

Partner

Susan Long McAndrews

Partner

Dennis McCrary

Partner

Elly Livingstone

Partner

Chris Meads

Head of Investment

1992

HONG KONG

1987

SAN FRANCISCO

2014

BOGOTÁ

2007

NEW YORK

The Americas Europe Asia

30 years

Ten U.S. funds

US$19.3bn AUM1

35 years

Eight European funds

US$8.1bn AUM1

25 years

Seven Asian funds

US$3.9bn AUM1

Investment team: 30

PE Experience: 276 years

Languages: 9

Investment team 32


Languages: 13

Investment team: 8


Languages: 4

1982

LONDON

2014

SEOUL

International Investment Committee



7

$35.2bn funds under management1

Over 30 years of experience

70 investment professionals2

Significant experience managing liquidity

in a closed end vehicle

500+ GPs

1,300+ funds

Pantheon holds over 350 advisory board seats

GP relationships built through primaries, secondaries and co-investments

Why Pantheon?

Consistent outperformance of public

markets over 25 years

Strong realized returns across market

cycles

Since inception in 1987, PIP has

outperformed public markets by 400bps4

1 As of September 30, 2016. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function2 As of March 1, 20173 Investments across all Pantheon platforms as of December 31, 20124 PIP stands for Pantheon International PLC, a publicly listed vehicle traded on the LSE. Performance is benchmarked against MSCI World TR (Sterling). MSCI World is on a total return basis and

assumes re-investment of dividends, capital repayments and cash flows from warrants

Past performance is not indicative of future results. Future performance is not guaranteed and loss of principal may occur

Expertise Access3 Performance



8

Integrated global platform

Global, integrated

solutions

Knowledge sharing

across teams

Valuation

expertise

GP

assessment

GP / fund

knowledge

Single

investment

process

Secondaries

(global)

Co-investments

(global)

Primary

investments

(regional)

Deal

origination

Increased GP

coverage

Market

knowledge



9

Pantheon’s Global View

USA EUROPE ASIA

US economy is making commendable progress and presents comparatively strong

investment opportunities

European policymakers will continue to struggle to enact

economic reforms and Europe will continue to be a

challenging environment in which to invest

China continues to go through a period of economic rebalancing. Segments of economy are well-

shielded from economic slowdown and present good

entry point for PE

Asset price bubbles are inevitable in a low-interest rate

environment, especially when coupled with quantitative easing

Investors’ search for return and protection

in a volatile and low growth environment will

result in mispricing of riskin certain assets

and regions

Pantheon investment strategy is to focus on alpha generating assets in all regions

and strategies

As of Q1 2017



10

2017 Global Investment Strategy

USA ASIA

Remain alert to selling

opportunities in all markets and strategies -

significant successesalready achieved through 2014/15

Emphasize managers with

proven sector expertise – mitigates the risk of

asset price bubbles and offers the potential for

operationalvalue-add

Smaller companiesgenerally offer better

opportunities for lower entry prices and

growth generationopportunities

Energy and commodity investment

can reward patientinvestors and we arestarting to see good

opportunities

Remain overweight US which

offers relatively attractivecombination of healthyeconomic growth and a

deep opportunity set

Asia represents a good long-term buying

opportunity although it may feel uncomfortable in

the short-term

As of Q1 2017

Past performance is not indicative of future results. Future returns are not guaranteed, and a loss of principal may occur

Europe

Selectively offers value and we

prefer the flexibility provided by multi-country managers



11

Pantheon: an award-winning private markets fund investor

Private Equity

International

Fund of Fund Manager

of the Year in Europe

Global Investor Awards for

Investment Excellence –

Fund-of-Funds of the Year

2015

Dow Jones

Dow Jones Most Influential

Investor in Europe 2015

and 2014, Top 5 in 2016

Private Equity

International

#8 in world’s Top

50 LPs in Private

Equity

Dow Jones Most

Influential Investor in

Europe 2015 and 2014

These awards do not represent investor experience with Pantheon or Pantheon’s Funds or services, nor do they constitute a recommendation of Pantheon or its services. These awards are based on

surveys that are not limited to investors in Pantheon Funds and have not included all of Pantheon’s investors. The description of each award and the selection methodologies of each award are subjective

and will vary. These awards are not indicative of past or future performance. Past performance is not indicative of future results. Future returns are not guaranteed and a loss of principal may occur.

Industry Innovation

Awards 2015

Private Equity Award

Dow Jones Financial News – Top 100

Most Influential Women in European

Finance 2015 – Helen Steers

Pensions Age Award – Infrastructure

Manager of the Year 2017

AMG Pantheon Fund wins

Star Award for Best

Integrated Campaign

European Specialist

Investment Firm of the Year

Most Innovative European

Private Equity Firm



Secondaries



13

Secondary market supply is growing

Sources: *Preqin, 2016 data as at June 30, 2016. PE AUM defined as unrealised value plus uncalled capital held by private equity funds at the calendar year end; **Greenhill Cogent – Secondary

Market Trends and Outlook, January 2017. Secondary PE Market volume: - 2002: $1.9bn, 2003: $5.0bn, 2004: $7.0bn, 2005: $6.7bn, 2006: $10.0bn, 2007: $18.0bn, 2008: $20.0bn, 2009: $10.0bn,

2010: $22.5bn, 2011: $25.0bn, 2012: $25.0bn, 2013: $27.5bn, 2014: $42.0bn, 2015: $40.0bn, 2016: $37.0bn.

0.0%

0.2%

0.4%

0.6%

0.8%

1.0%

1.2%

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Seco

nd

aries transactio

n as %

of P

E A

UM

Glo

bal

Pri

vate

Eq

uit

y A

UM

($b

n)

Global Private Equity AUM* Secondaries transactions as % of PE AUM (trend)**

*



14

Market supply – composition of deal flow

2

54%

21%

10%

15%

Buyout Venture Real Estate Other

Fund Purchases

75%

GP Led 25%

Deal Flow by Strategy(1)

(by fund count)

Asset Composition(by volume)

31%22%

61%

59%

8%

19%

2015 2016

<2006 2006-08 >2008

Funds Sold by Vintage(by volume)

Source: Greenhill, January 20171 Reflects Greenhill led sales



15

Strategy: approach in current market environment

Leverage primary platform, information access and secondary monitoring capabilities to

identify investment opportunitiesPantheon Platform

Concentrated

Positions

High bar for

portfolios

Tail-End Portfolios

Fund

Restructurings

Imperative to be creative with respect to sourcing and structuring transactions in

current market environment

Focus on acquiring concentrated positions in high quality funds

Selectively acquire diverse portfolios of funds where Pantheon has strong coverage and

positive view

Target certain tail-end portfolios where we have visibility of near term cash flows and

performance

Pursue fund restructurings where asset quality is strong and there is good alignment

with the GP



16

Global investment team with deep experience

Brian Buenneke

Partner, San Francisco

Susan Long McAndrews


Petra Bukovec

Principal, London

Xan Morgan

Principal, San Francisco

Erik Wong

Principal, London

Kunal Sood

Vice President, Hong Kong

Andrea Echberg

Partner, London

Chris Meads

Partner, Hong Kong

Tanu Chita

Principal, London

Charlotte Morris

Principal, London

Vladimir Balchev

Vice President, London

Bing Wong

Vice President, San Francisco

Evan Corley


Jeff Miller


Kevin Dunwoodie


Imogen Richards

Principal, London

Alec Brown

Vice President, New York

Ana Maria Zarruk Serrano

Vice President, Colombia

Jie Gong

Partner, Hong Kong

Alex Scott

Partner, London

Jerome Duthu-Bengtzon

Principal, London

Toni Vainio

Principal, London

Sibing Huang

Vice President, Hong Kong

Kathryn Leaf Wilmes

Partner, New York

Helen Steers

Partner, London

Jaime Londono

Principal, Colombia

Alex Wilmerding

Principal, Hong Kong

Jan Pribyl

Vice President, London

Brian Lim

Partner, Hong Kong

Francesco di Valmarana

Partner, London

Sara Lonergan


Ben Wilson

Principal, New York

Andrew Sherriff

Vice President, San Francisco

Supported by global pool of investment professionals

Senior Associates: Mark Etchin, Jamie Hayford, Faraz Qureshi, Solaiman Zein

Associates: Haley Carstensen, Isabella Chen, Joseph Feng, Logan Harper, Alexander Laird, Welwin Lobo, Jay Thakkar, Cullen Wilson, Richard Wong

Analysts: Calvet Bauer, Jack Farr, Ali Sangari, Alex Valtchev, Juanita Velez

Business Analysts: Kate Burrill, Dragos Bucataru, Simon Desjardins, Tamsin Seymour

Portfolio Construction: Tessa Venter, Akua Gilfillian

Quantitative Research: Andrea Carnelli, Andres Reibel

1 Observer. As of March 1, 2017. Those highlighted in pale blue are professionals focused on secondary investment

Matt Garfunkle

Partner

San Francisco

Matt Jones

Partner

London

Andrew Lebus

Partner

London

Elly Livingstone

Partner

London

Rudy Scarpa

Partner

New York

Paul Ward1

Partner

London

Global Secondary Investment Committee

Dennis McCrary

Partner

San Francisco



Update on commitments to PGSF IV and PGSF V



18

Summary of commitmentsAs at September 30, 2016

Note: The figures in this table are subject to rounding.

'Too Early' indicates it is too early to calculate a meaningful return.

Past performance is not necessarily indicative of future results, future returns are not guaranteed and loss of principal may occur.1Benchmarch refers to MSCI AC World Net TR

Ventura County Employees’ Retirement Association

Fund VintageCommitments

(in USD)

Contributions

since inception(in USD)

Distributions

since inception(in USD)

Gross IRR Net IRR Benchmark1 Net

Multiple

PGSF IV LP 2010 15,000,000 9,960,000 8,310,001 14.1% 14.1% 8.8% 1.46x

PGSF V LP 2014 50,000,000 7,441,510 - 22.4% Too Early Too Early 1.38x

Total 65,000,000 17,401,510 8,310,001 16.0% 16.0% Too Early 1.42x



19

The above IRRs are derived by Pantheon from cash flows and calculated asset values. These IRRs may not correspond to the returns published by the underlying funds, Interim IRRs may not be an

accurate indication of the final multiple. The chart above is subject to rounding differences. Past performance is not necessarily indicative of future results, future returns are not guaranteed and loss of

principal may occur.

As at September 30, 2016

Portfolio summary since inception

1.42x Multiple and 16.0% IRR (Net of all fees)

PGSF IV LP (2010)

PGSF V LP (2014)

45.9

16.4

17.4 8.3

24.8

0

10

20

30

40

50

60

70

Committed to Pantheon Committed to investments Drawn Value Change Total Value

Value US$ m

Distributed

NAV

7.4

65.0



20

Progress in the last year

The above IRRs are derived by Pantheon from cash flows and calculated asset values. These IRRs may not correspond to the returns published by the underlying funds, Interim IRRs may not be an

accurate indication of the final multiple. The chart above is subject to rounding differences. Past performance is not necessarily indicative of future results future returns are not guaranteed and loss of

principal may occur.


13.4 16.4

7.8

8.3

0

5

10

15

20

25

30

Total Value Q315 Total Value Q316

Value US$ m

NAV Distributions

16.1% IRR

1.42x Multiple

16.0% IRR

1.31 x Multiple



21

Performance drivers in the last year

The table is subjected to rounding differences.

Past performance is not necessarily indicative of future results, future results are not guaranteed and loss of principal may occur.


13.4 12.9

12.914.5

16.4

0.5

1.6

0

2

4

6

8

10

12

14

16

18

NAV 30 Sep 2015 Distributed Drawn Uplift on NAV NAV 30 Sep 2016

Value US$ m

2.3



22

Venture3%

Buyout62%

Special situations5%

Co-investments7%

Secondaries0%

Growth23%

Infrastructure0%

Portfolio diversification


The above charts are subject to rounding differences1The chart looks through the Pantheon funds-of-funds to show NAV and unfunded commitments to underlying funds, expressed in USD2The chart shows USD total commitments to underlying funds

By geography1 By strategy1 By vintage2

North America

63%

Global6%

Europe20%

Asia11%

Latin America & Caribbean

0%

<20053%

20055%

20069%

200718%

200820%

20091%

20103%

20118%

20126%

20134%

20146%

20157%

201610%



23

PGSF IV: portfolio metrics

PGSF IV is fully committed1 to 40 secondary transactions

1 PGSF IV became fully committed as at December 31, 2013. Pie charts represent company level exposures weighted by NAV, excluding Manager Quality & Concentration.

Note: past performance is not necessarily indicative of future results. Future results are not guaranteed and loss of principal may occur.

As of March 31, 2016.

Other includes Venture, Special Situations, and Co-investments.

8%

38%

26%

28%

<2005

2006-2008

2009-2011

2012-2016

Vintage

33%

9%24%

14%5%

26%

Mega buyout

Large buyout

Medium buyout

Small buyout

Growth equity

Other

Stage

55%

15%

5%

25%

Deals with 1 fund

Deals with 2 funds

Deals with 3 funds

Deals with >3 funds

Concentration

25%

17%

5%17%

9%

16%

3% 8%

Consumer DiscretionaryITConsumer StaplesIndustrialsEnergyHealth CareMaterialsFinancials

SectorManager quality

60%27%

4%9%

A

B

C

Spinout



24

PGSF V: on-plan and on-strategy

PGSF V is over 61% committed1 to 33 secondary transactions to date

Maturing portfolio of private equity assets managed by high quality General Partners

Attractive NAV growth and distributions early in the life of the fund

As of September 8, 2016 except ‘Vintage’ which is as of Q4 2015. Pie charts represent company level exposures weighted by NAV, excluding Concentration.

Note: past performance is not necessarily indicative of future results. Future results are not guaranteed and loss of principal may occur.1 As of December 2, 2016

84%

10%4%

A

B

C

spinout

Manager quality

15%

24%60%

<2005

2006-2008

2009-2011

2012-2016

Vintage

31%

15%13%

18%

5%

17%

Mega buyout

Large buyout

Medium buyout

Growth equity

Small buyout

Other

Stage

52%

32%

4%12%

Deals with 1 fund

Deals with 2 funds

Deals with 3 funds

Deals with >3 funds

Concentration

28%

18%15%

14%

9%

7%5%

Information TechnologyConsumer DiscretionaryEnergyIndustrialsHealth CareFinancialsConsumer StaplesMaterialsUtilitiesTelecommunication Services

Sector



25

Recent funds

performing well

Market

growing with

more choice

then before

Our strategy

is a good fit for

the market

environment

Conclusion

Past performance is no guarantee of future performance and loss of principal may occur.



26

U.S. Disclosure

This document and the information contained herein is the proprietary information of Pantheon; it may not be reproduced, provided or disclosed to others, without the prior written permission of Pantheon. Pantheon is

comprised of operating entities principally based in San Francisco, New York, London and Hong Kong. Pantheon Ventures Inc. and Pantheon Ventures (US) LP are registered as investment advisers with the U.S. Securities

and Exchange Commission. Pantheon Ventures (UK) LLP is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom. Pantheon Ventures (HK) LLP is regulated by the Securities and Futures

Commission in Hong Kong. This material has been prepared by Pantheon and is distributed by Pantheon Securities LLC, which is registered as a broker-dealer with the U.S. Securities and Exchange Commission (“SEC”) and

is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). The registrations and memberships described above in no way imply that the SEC, FINRA or

SIPC have endorsed any of the referenced entities, their products or services, or this material.

The information in this material is for illustration and discussion purposes only. Nothing in this document constitutes an offer or solicitation to invest in a fund managed or advised by Pantheon or recommendation to purchase

any security or service. The information contained in this document has been provided as a general market commentary only and does not constitute any form of legal, tax, securities or investment advice. It does not take into

account the financial objectives, situation or needs of any persons, which are necessary considerations before making any investment decision.

This material is qualified in its entirety by the information contained in any investment product’s offering documents, including any prospectus or other offering memorandum related thereto (collectively, a “Prospectus”) and

any governing document of such product. Any offer or solicitation of an investment in an investment product may be made only by delivery of the investment product’s Prospectus to qualified investors. Prospective investors

should rely solely on the Prospectus and governing documents of any investment product in making any investment decision. The Prospectus contains important information, including, among other information, a description

of an investment product’s risks, investment program, fees and expenses, and should be read carefully before any investment decision is made. An investment in an investment product is not suitable for all investors.

Unless stated otherwise all views expressed herein represent Pantheon’s opinion. The general opinions and information contained in this publication should not be acted or relied upon by any person without obtaining specific

and relevant legal, tax, securities or investment advice. The research data included in this publication is based upon information derived from public sources that are believed by Pantheon to be reliable, but Pantheon does not

guarantee their accuracy or completeness. Pantheon does not undertake to update this document, and the information and views discussed may change without notice. Legal, accounting and tax restrictions, transaction costs

and changes to any assumptions may significantly affect the economics and results of any transaction or investment. In addition, past performance is not indicative of future results. Future performance is not

guaranteed and a loss of principal may occur. Market and exchange rate movements may cause the capital value of investments, and the income from them, to go down as well as up and the investor may not

get back the amount originally invested. This presentation may include “forward-looking statements”. All forecasts or related statements or expressions of opinion are forward-looking statements. Although

Pantheon believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct, and such forward-looking

statements should not be regarded as a guarantee, prediction or definitive statement of fact or probability.

Portfolio, volatility or return targets or objectives, if any, are used solely for illustration, measurement or comparison purposes and as an aid or guideline for prospective investors to evaluate a particular investment product’s

strategies, volatility and accompanying information. Such targets or objectives reflect subjective determinations of an Investment Manager based on a variety of factors including, among others, the investment product’s

investment strategy and prior performance (if any), volatility measures, portfolio characteristics and risk, and market conditions. Volatility and performance will fluctuate, including over short periods, and should be evaluated

over the time period indicated and not over shorter periods. Performance targets or objectives should not be relied upon as an indication of actual or projected future performance. Actual volatility and returns will depend on a

variety of factors including overall market conditions and the ability of an Investment Manager to implement an investment product’s investment process, investment objectives and risk management.

Potential Investment program risks

Fund of Funds invest in private equity funds. In general, alternative investments such as private equity or infrastructure involve a high degree of risk, including potential loss of principal invested. These investments can be

highly illiquid, charge higher fees than other investments, and typically do not grow at an even rate of return and may decline in value. These investments are not subject to the same regulatory requirements as registered

investment products.

> A private fund investment involves a high degree of risk. As such investments are speculative, subject to high return volatility and will be illiquid on a long term basis. Investors may lose their entire investment.

> Private equity fund managers typically take several years to invest a fund’s capital. Investors will not realize the full potential benefits of the investment in the near term, and there will likely be little or no near-term cash flow

distributed by the fund during the commitment period. Interests may not be transferred, assigned or otherwise disposed of without the prior written consent of the manager.

> Private equity funds are subject to significant fees and expenses, typically, management fees and a 20% carried interest in the net profits generated by the fund and paid to the general partner/manager or an affiliate

thereof. Private fund investments are affected by complex tax considerations.



27

U.S. Disclosure continued

> Private equity funds may make a limited number of investments. These investments involve a high degree of risk. In addition, funds may make minority investments where the fund may not be able to protect its investment or

control, or influence effectively the business or affairs of the underlying investment. The performance of a fund may be substantially adversely affected by a single investment. Private fund investments are less transparent than

public investments and private fund investors are afforded fewer regulatory protections than investors in registered public securities.

> Private equity fund investors are subject to periodic capital calls. Failure to make required capital contributions when due will cause severe consequences to the investor, including possible forfeiture of all investments in the

fund made to date.

> Governing investment documents or the related Prospectus or the managed account agreement, as the case may be, are not reviewed or approved by federal or state regulators and privately placed interests are not federally

or state registered.

> Fees and expenses – which may be substantial regardless of any positive return – will offset an investment product’s profits. If an investment product’s investments are not successful, these payments and expenses may, over

a period of time, deplete the net asset value of the investment product.

> Managers/advisors and their affiliates may be subject to various potential and actual conflicts of interest.

> An Investment Product may employ investment strategies or techniques aimed to reduce the risk of loss which may not be successful.

Description of commonly used indices

This list may not represent all indices used in this material.

MSCI World Index is a free float‐adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 23 developed

market country indexes: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland,

the United Kingdom, and the United States.

S&P 500 Index is a widely recognized gauge of the U.S. equities market. This index is an unmanaged capitalization-weighted index consisting of 500 of the largest capitalization U.S. common stocks. The returns of the S&P 500

include the reinvestment of dividends.

MSCI Europe Index is a free float‐adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe. The MSCI Europe Index consists of the following

15 developed market country indexes: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom.

MSCI AC Asia Pacific Index captures large and mid-cap representation across 5 Developed Markets countries and 8 Emerging Markets countries in the Asia Pacific region. With 1,023 constituents, the index covers

approximately 85% of the free float-adjusted market capitalization in each country. Developed Markets countries in the index include: Australia, Hong Kong, Japan, New Zealand and Singapore. Emerging Markets countries

include: China, India, Indonesia, Korea, Malaysia, the Philippines, Taiwan and Thailand.

MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The MSCI Emerging Markets Index consists of the following 23

emerging market country indexes: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand,

Turkey and United Arab Emirates.

FTSE Europe Index is one of a range of indices designed to help investors benchmark their European investments. The index comprises Large and Mid-cap stocks providing coverage of the Developed markets in Europe. The

index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world's investable market capitalization.

MSCI US Index is designed to measure the performance of the large and mid-cap segments of the US market. With 630 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in the US.

FTSE Asia-Pacific Index is part of a range of indices designed to help Asia Pacific investors to benchmark their investments. The index comprises Large (40%) and Mid (60%) Cap stocks providing coverage of 14 markets. The

index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.



28

U.S. Disclosure continued

FTSE All World Index is a market-capitalization weighted index representing the performance of the large and mid-cap stocks from the FTSE Global Equity Index Series and covers 90-95% of the investable market

capitalization. The index covers Developed and Emerging markets and is suitable as the basis for investment products, such as funds, derivatives and exchange-traded funds.

The Cambridge Associates U.S. Private Equity Index is based on data compiled from 970 U.S. private equity funds (buyout, growth equity, private equity, energy and mezzanine funds), including fully liquidated

partnerships, formed between 1986 and 2010. The Cambridge Associates U.S. Private Equity Index has limitations (some of which are typical to other widely used indices) and cannot be used to predict performance of the

Fund. These limitations include survivorship bias (the returns of the index may not be representative of all private equity funds in the universe because of the tendency of lower performing funds to leave the index);

heterogeneity (not all private equity are alike or comparable to one another, and the index may not accurately reflect the performance of a described style); and limited data (many funds do not report to indices, and the index

may omit funds, the inclusion of which might significantly affect the performance shown).

Preqin’s database provides information on 6,339 active Private Equity funds from 2,099 different GPs with over $4.5tn combined fund size.

Important information regarding: Opening a new “Account”

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each customer who opens an account.

What this means for you: When you open an account, Pantheon may ask for documents or information related to your principal place of business, local office or other physical location; taxpayer identification number; and

other documents demonstrating your lawful existence such as certified articles of incorporation, a government-issued business license, a partnership agreement, or a trust instrument, and other identifying documents.

Pantheon has taken reasonable care to ensure that the information contained in this document is accurate at the date of publication. However, no warranty or guarantee (express or implied) is given by Pantheon as to the

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Any reference to the title of “Partner” in these materials refers to such person’s capacity as a partner of Pantheon Ventures (UK) LLP. In addition, any reference to the title of “Partner” for persons located in the United States

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Distribution of this material may be restricted in certain jurisdictions. This material is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to

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The above summary is not a complete list of the risks, tax considerations and other important disclosures involved in investing in an investment product and is subject to the more complete disclosures in such investment

product’s Prospectus and/or managed account agreement, and/or governing documents of any investment product which must be reviewed carefully prior to making any investment in such Investment Product.

Pantheon Securities LLC, Member FINRA, SIPC.

Copyright © Pantheon 2017. All rights reserved.

PVL 8187



Ventura County Employees' Retirement Association Preliminary Performance ReportMonth Ending February 28, 2017 Anthony Ferrara, CAIA, ConsultantAllan Martin, Partner

Business Meeting Agenda - VI. INVESTMENT INFORMATION


Market Value($)

% ofPortfolio Policy % 1 Mo

(%)3 Mo

(%)YTD(%)

FiscalYTD(%)

1 Yr(%)

3 Yrs(%)

5 Yrs(%)

10 Yrs(%)

Return(%) Since

_

Total Fund 4,810,478,185 100.0 100.0 2.0 5.7 3.8 8.9 16.8 5.4 8.3 5.4 8.0 Apr-94Policy Index 2.2 5.5 3.9 9.0 16.7 6.2 8.4 5.7 8.0 Apr-94

Over/Under -0.2 0.2 -0.1 -0.1 0.1 -0.8 -0.1 -0.3 0.0 60% MSCI ACWI (Net)/40% CITI WGBI 1.8 5.0 3.9 4.4 12.3 2.5 4.7 4.0 -- Apr-94Total Fund ex Parametric 4,745,271,560 98.6 -- 2.0 5.5 3.8 8.3 16.2 5.3 8.2 5.3 7.9 Apr-94Total Fund ex Private Equity 4,626,272,659 96.2 -- 2.0 5.7 3.9 8.9 17.1 5.2 7.7 -- 8.9 Jan-12

Policy Index 2.2 5.5 3.9 9.0 16.7 6.2 8.4 5.7 9.6 Jan-12Over/Under -0.2 0.2 0.0 -0.1 0.4 -1.0 -0.7 -0.7

Total US Equity 1,582,209,675 32.9 28.0 3.7 7.8 5.7 15.2 26.6 10.0 14.1 7.4 9.1 Dec-93Russell 3000 3.7 7.7 5.7 15.0 26.3 9.8 13.8 7.7 9.4 Dec-93

Over/Under 0.0 0.1 0.0 0.2 0.3 0.2 0.3 -0.3 -0.3 BlackRock Equity Market Fund 1,357,162,740 28.2 3.7 7.8 5.7 15.1 26.4 10.0 13.9 -- 7.9 Dec-07

Dow Jones U.S. Total Stock Market 3.7 7.8 5.7 15.0 26.3 9.8 13.8 7.7 7.9 Dec-07Over/Under 0.0 0.0 0.0 0.1 0.1 0.2 0.1 0.0

Western U.S. Index Plus 170,183,885 3.5 4.2 8.5 5.8 14.9 26.8 11.1 15.1 -- 4.8 May-07S&P 500 4.0 8.0 5.9 14.2 25.0 10.6 14.0 7.6 6.8 May-07

Over/Under 0.2 0.5 -0.1 0.7 1.8 0.5 1.1 -2.0 BlackRock Extended Equity Index 54,863,050 1.1 2.4 6.5 4.6 18.4 32.5 6.9 13.1 8.2 11.8 Oct-02

Dow Jones U.S. Completion Total Stock Market 2.5 6.5 4.7 18.3 32.3 6.7 12.9 8.1 11.8 Oct-02Over/Under -0.1 0.0 -0.1 0.1 0.2 0.2 0.2 0.1 0.0

February 28, 2017

Ventura County Employees’ Retirement AssociationTotal Fund Performance Detail Net of Fees

Policy Index: Currently, 28% Russell 3000, 20% Barclays Aggregate, 15% MSCI ACWI ex U.S., 10%MSCI ACWI, 10% DJ U.S. Total Stock Market Index + 3%, 10% CPI+4% Index, and 7% NCREIF ODCE Real Estate Index. Prior to January 2016 the Total U.S. Equity Benchmark was a dynamic hybrid using the respective managers' market value weights within the U.S. Equity component toward their benchmark. Prior to May 2013, the Dow Jones U.S. Total Stock Market Index. Prior to May 2007, the Russell 3000 Index. CPI+4% and CPI+5% are estimated due to CPI monthly lag.

1



Market Value($)


(%)3 Mo

(%)YTD(%)

FiscalYTD(%)

1 Yr(%)

3 Yrs(%)

5 Yrs(%)

10 Yrs(%)

Return(%) Since

_

Total Non-US Equity 739,275,671 15.4 15.0 1.2 7.8 5.1 11.5 20.2 0.9 4.6 1.7 6.2 Mar-94MSCI ACWI ex USA 1.6 7.9 5.2 11.1 19.3 -0.2 3.5 1.4 4.9 Mar-94

Over/Under -0.4 -0.1 -0.1 0.4 0.9 1.1 1.1 0.3 1.3 MSCI EAFE 1.4 7.9 4.4 10.3 15.8 -0.6 5.2 1.0 4.5 Mar-94MSCI ACWI ex USA Local Currency 1.9 6.3 2.9 14.9 19.6 6.0 8.6 2.8 -- Mar-94MSCI EAFE Local Currency 2.1 6.9 2.2 16.1 18.6 6.2 10.3 2.3 4.7 Mar-94BlackRock ACWI ex-U.S. Index 359,776,129 7.5 1.7 8.0 5.4 11.1 19.6 0.3 4.0 -- 1.6 Mar-07

MSCI ACWI ex USA 1.6 7.9 5.2 11.1 19.3 -0.2 3.5 1.4 1.1 Mar-07Over/Under 0.1 0.1 0.2 0.0 0.3 0.5 0.5 0.5

MSCI ACWI ex USA Local Currency 1.9 6.3 2.9 14.9 19.6 6.0 8.6 2.8 2.6 Mar-07Sprucegrove 195,263,790 4.1 0.3 8.6 5.6 17.8 27.1 1.2 5.2 2.4 7.3 Mar-02

MSCI ACWI ex USA 1.6 7.9 5.2 11.1 19.3 -0.2 3.5 1.4 6.2 Mar-02Over/Under -1.3 0.7 0.4 6.7 7.8 1.4 1.7 1.0 1.1

MSCI EAFE 1.4 7.9 4.4 10.3 15.8 -0.6 5.2 1.0 5.6 Mar-02MSCI ACWI ex USA Local Currency 1.9 6.3 2.9 14.9 19.6 6.0 8.6 2.8 5.0 Mar-02MSCI EAFE Local Currency 2.1 6.9 2.2 16.1 18.6 6.2 10.3 2.3 4.3 Mar-02

Hexavest 82,545,618 1.7 1.2 7.3 3.2 6.6 13.2 0.3 4.7 -- 3.6 Dec-10MSCI EAFE 1.4 7.9 4.4 10.3 15.8 -0.6 5.2 1.0 3.8 Dec-10

Over/Under -0.2 -0.6 -1.2 -3.7 -2.6 0.9 -0.5 -0.2 MSCI EAFE Local Currency 2.1 6.9 2.2 16.1 18.6 6.2 10.3 2.3 7.6 Dec-10

Walter Scott 101,690,134 2.1 0.9 5.9 4.5 5.5 15.8 2.6 4.9 -- 4.2 Dec-10MSCI ACWI ex USA 1.6 7.9 5.2 11.1 19.3 -0.2 3.5 1.4 2.4 Dec-10

Over/Under -0.7 -2.0 -0.7 -5.6 -3.5 2.8 1.4 1.8 MSCI ACWI ex USA Local Currency 1.9 6.3 2.9 14.9 19.6 6.0 8.6 2.8 6.3 Dec-10

Total Global Equity 508,549,978 10.6 10.0 2.8 8.0 5.7 13.0 23.0 3.8 7.7 3.3 5.4 May-05MSCI ACWI 2.8 7.9 5.6 12.5 22.1 4.8 8.3 4.1 6.4 May-05

Over/Under 0.0 0.1 0.1 0.5 0.9 -1.0 -0.6 -0.8 -1.0 BlackRock MSCI ACWI Equity Index 508,549,978 10.6 2.8 8.0 5.7 12.8 22.6 5.2 -- -- 10.3 Aug-12

MSCI ACWI 2.8 7.9 5.6 12.5 22.1 4.8 8.3 4.1 9.9 Aug-12Over/Under 0.0 0.1 0.1 0.3 0.5 0.4 0.4

February 28, 2017


2



February 28, 2017


Reams Custom Index: Merrill Lynch 3 Month Libor Constant Maturity Index, prior to February 2013 the Barclays Aggregate.

Loomis Custom Index: 65% Barclays Aggregate, 30% Citigroup High Yield Market Index and 5% JPM Non-US Hedged Bond Index.

Market Value($)


(%)3 Mo

(%)YTD(%)

FiscalYTD(%)

1 Yr(%)

3 Yrs(%)

5 Yrs(%)

10 Yrs(%)

Return(%) Since

_

Total US Fixed Income 928,176,284 19.3 20.0 0.6 1.3 1.1 0.4 5.3 2.6 3.1 5.5 6.0 Feb-94BBgBarc US Aggregate TR 0.7 1.0 0.9 -1.7 1.4 2.6 2.2 4.3 5.4 Feb-94

Over/Under -0.1 0.3 0.2 2.1 3.9 0.0 0.9 1.2 0.6 BlackRock U.S. Debt Fund 217,113,950 4.5 0.7 1.0 0.9 -1.7 1.4 2.7 2.3 4.4 5.3 Nov-95

BBgBarc US Aggregate TR 0.7 1.0 0.9 -1.7 1.4 2.6 2.2 4.3 5.3 Nov-95Over/Under 0.0 0.0 0.0 0.0 0.0 0.1 0.1 0.1 0.0

Western 284,899,611 5.9 0.8 1.6 1.3 -0.5 4.0 3.7 3.8 5.2 6.2 Dec-96BBgBarc US Aggregate TR 0.7 1.0 0.9 -1.7 1.4 2.6 2.2 4.3 5.3 Dec-96

Over/Under 0.1 0.6 0.4 1.2 2.6 1.1 1.6 0.9 0.9 Reams 303,065,294 6.3 0.3 0.8 0.6 1.2 6.8 1.1 2.5 5.7 5.5 Sep-01

Reams Custom Index 0.1 0.3 0.2 0.6 0.8 0.5 0.9 3.6 4.1 Sep-01Over/Under 0.2 0.5 0.4 0.6 6.0 0.6 1.6 2.1 1.4

BBgBarc US Aggregate TR 0.7 1.0 0.9 -1.7 1.4 2.6 2.2 4.3 4.5 Sep-013-Month LIBOR + 3% 0.3 1.0 0.7 2.6 3.9 3.5 3.4 4.2 4.8 Sep-01

Loomis Strategic Alpha 44,810,038 0.9 0.5 1.4 0.8 4.3 8.6 2.6 -- -- 2.7 Jul-13BBgBarc US Aggregate TR 0.7 1.0 0.9 -1.7 1.4 2.6 2.2 4.3 2.9 Jul-13

Over/Under -0.2 0.4 -0.1 6.0 7.2 0.0 -0.2 3-Month LIBOR + 3% 0.3 1.0 0.7 2.6 3.9 3.5 3.4 4.2 3.5 Jul-13

Loomis Sayles Multi Strategy 78,287,391 1.6 1.4 3.1 2.3 3.9 11.4 3.8 5.2 6.4 6.6 Jul-05Loomis Custom Index 0.9 2.1 1.4 1.8 7.3 3.1 3.5 5.2 5.3 Jul-05

Over/Under 0.5 1.0 0.9 2.1 4.1 0.7 1.7 1.2 1.3 BBgBarc US Govt/Credit TR 0.8 1.3 1.0 -2.0 1.8 2.7 2.3 4.3 4.3 Jul-05

3



Total Real Estate Benchmark: NCREIF ODCE; prior to January 2006, the NCREIF Property Index. Real Estate managers and NCREIF ODCE are valued on a quarterly basis. Performance is not applicable in mid-quarter months, therefore 0% return is shown. CPI+4% and CPI+5% is estimated by carrying the last available month forward. Real Estate Valuation is as of 12/31/2016.

Market Value($)


(%)3 Mo

(%)YTD(%)

FiscalYTD(%)

1 Yr(%)

3 Yrs(%)

5 Yrs(%)

10 Yrs(%)

Return(%) Since

_

Total Real Estate 382,552,273 8.0 7.0 0.0 1.6 0.0 3.2 6.8 10.3 10.1 3.4 7.9 Mar-94NCREIF ODCE Net 0.0 1.9 0.0 3.7 7.8 11.0 11.2 4.8 8.1 Mar-94

Over/Under 0.0 -0.3 0.0 -0.5 -1.0 -0.7 -1.1 -1.4 -0.2 Prudential Real Estate 135,101,380 2.8 0.0 2.3 0.0 4.2 8.2 11.7 11.5 4.6 6.0 Jun-04

NCREIF ODCE Net 0.0 1.9 0.0 3.7 7.8 11.0 11.2 4.8 7.0 Jun-04Over/Under 0.0 0.4 0.0 0.5 0.4 0.7 0.3 -0.2 -1.0

NCREIF ODCE 0.0 2.1 0.0 4.2 8.8 12.1 12.2 5.8 8.0 Jun-04UBS Real Estate 247,269,383 5.1 0.0 1.2 0.0 2.7 6.2 9.5 9.4 4.9 7.5 Mar-03

NCREIF ODCE Net 0.0 1.9 0.0 3.7 7.8 11.0 11.2 4.8 7.3 Mar-03Over/Under 0.0 -0.7 0.0 -1.0 -1.6 -1.5 -1.8 0.1 0.2

NCREIF ODCE 0.0 2.1 0.0 4.2 8.8 12.1 12.2 5.8 8.3 Mar-03RREEF 181,509 0.0 0.0 -0.4 0.0 -12.9 -16.5 4.1 9.9 -- -6.2 Sep-07

NCREIF ODCE Net 0.0 1.9 0.0 3.7 7.8 11.0 11.2 4.8 3.8 Sep-07Over/Under 0.0 -2.3 0.0 -16.6 -24.3 -6.9 -1.3 -10.0

NCREIF ODCE 0.0 2.1 0.0 4.2 8.8 12.1 12.2 5.8 4.8 Sep-07Total Liquid Alternatives 420,302,153 8.7 10.0 1.9 6.7 4.1 6.9 20.7 2.0 -- -- 5.5 Apr-13

CPI + 4% (Unadjusted) 0.9 2.2 1.8 4.0 7.1 5.4 8.7 -- 6.4 Apr-13Over/Under 1.0 4.5 2.3 2.9 13.6 -3.4 -0.9

Bridgewater All Weather Fund 289,975,261 6.0 2.0 4.9 3.1 4.7 14.2 3.2 -- -- 4.7 Aug-13CPI + 5% (Unadjusted) 1.0 2.4 2.0 4.7 8.2 6.4 -- -- 6.3 Aug-13

Over/Under 1.0 2.5 1.1 0.0 6.0 -3.2 -1.6 Tortoise Energy Infrastructure 130,326,892 2.7 1.6 11.1 6.3 12.0 38.3 -0.4 -- -- 4.1 Apr-13

Wells Fargo MLP Index 0.9 9.8 4.5 11.4 47.1 -3.8 2.8 -- -1.0 Apr-13Over/Under 0.7 1.3 1.8 0.6 -8.8 3.4 5.1

Overlay 65,206,625 1.4 0.0 Parametric 65,206,625 1.4

February 28, 2017


4



Please Note:Private Equity performance is shown on a time-weighted return basis. Values are cash adjusted with current month cash flows. Drive Capital Fund, funded 9/1/2016

Market Value($)


(%)3 Mo

(%)YTD(%)

FiscalYTD(%)

1 Yr(%)

3 Yrs(%)

5 Yrs(%)

10 Yrs(%)

Return(%) Since

_

Total Private Equity 184,205,526 3.8 10.0 1.7 4.8 1.2 8.4 9.0 14.1 13.3 -- 13.6 Jan-12DJ U.S. Total Stock Market Index + 3% 3.9 8.5 6.2 17.2 30.0 13.1 17.2 -- 18.7 Jan-12

Over/Under -2.2 -3.7 -5.0 -8.8 -21.0 1.0 -3.9 -5.1 Adams Street Global Fund Series 111,637,825 2.3 0.7 3.2 0.0 6.5 7.1 12.2 11.6 -- 12.2 Jan-12

DJ U.S. Total Stock Market Index + 3% 3.9 8.5 6.2 17.2 30.0 13.1 17.2 -- 18.7 Jan-12Over/Under -3.2 -5.3 -6.2 -10.7 -22.9 -0.9 -5.6 -6.5

Harbourvest- Dover Street VIII 50,558,118 1.1 4.7 8.2 4.6 10.5 11.8 19.4 -- -- 18.7 Aug-13DJ U.S. Total Stock Market Index + 3% 3.9 8.5 6.2 17.2 30.0 13.1 17.2 -- 15.1 Aug-13

Over/Under 0.8 -0.3 -1.6 -6.7 -18.2 6.3 3.6 Pantheon Global Secondary Funds 21,617,788 0.4 0.0 5.7 0.0 17.5 15.5 12.7 11.1 -- 10.3 Jan-12

DJ U.S. Total Stock Market Index + 3% 3.9 8.5 6.2 17.2 30.0 13.1 17.2 -- 18.7 Jan-12Over/Under -3.9 -2.8 -6.2 0.3 -14.5 -0.4 -6.1 -8.4

Drive Capital Fund 391,795 0.0 0.0 0.0 0.0 -- -- -- -- -- -29.3 Sep-16DJ U.S. Total Stock Market Index + 3% 3.9 8.5 6.2 17.2 30.0 13.1 17.2 -- 11.9 Sep-16

Over/Under -3.9 -8.5 -6.2 -41.2 XXXXX

February 28, 2017


5



Ventura County Employees’ Retirement AssociationPrivate Equity Limited Partnership Performance

February 28, 2017

6



February 28, 2017

Ventura County Employees’ Retirement AssociationTotal Fund

Cash Flow Summary Month Ending February 28, 2017

BeginningMarket Value Withdrawals Contributions Net Cash Flow Fees Net Investment

ChangeEnding

Market Value_

Adams Street Global Fund Series $111,443,696 -$634,476 $0 -$634,476 $0 $828,605 $111,637,825BlackRock ACWI ex-U.S. Index $353,595,418 $0 $0 $0 -$31,648 $6,180,710 $359,776,129BlackRock Equity Market Fund $1,308,925,238 $0 $0 $0 -$24,703 $48,237,502 $1,357,162,740BlackRock Extended Equity Index $53,554,018 $0 $0 $0 -$3,576 $1,309,031 $54,863,050BlackRock MSCI ACWI Equity Index $494,468,770 $0 $0 $0 -$18,618 $14,081,208 $508,549,978BlackRock U.S. Debt Fund $215,637,610 $0 $0 $0 -$10,570 $1,476,339 $217,113,950Bridgewater All Weather Fund $284,356,767 $0 $0 $0 -$93,745 $5,618,494 $289,975,261Drive Capital Fund $391,795 $0 $0 $0 $0 $0 $391,795Harbourvest- Dover Street VIII $48,974,521 -$1,409,593 $675,000 -$734,593 $0 $2,318,190 $50,558,118Hexavest $81,509,379 $0 $0 $0 -$31,682 $1,036,239 $82,545,618Loomis Sayles Multi Strategy $77,209,819 $0 $0 $0 -$25,405 $1,077,572 $78,287,391Loomis Strategic Alpha $44,583,343 $0 $0 $0 -$14,937 $226,695 $44,810,038Pantheon Global Secondary Funds $21,902,789 -$285,000 $0 -$285,000 $0 $0 $21,617,788Parametric $81,498,420 -$18,566,336 $1,783,417 -$16,782,919 -$6,476 $491,123 $65,206,625Prudential Real Estate $135,101,380 $0 $0 $0 $0 $0 $135,101,380Reams $302,128,659 $0 $0 $0 -$44,133 $936,636 $303,065,294RREEF $181,509 $0 $0 $0 $0 $0 $181,509Sprucegrove $194,605,072 $0 $0 $0 -$60,263 $658,718 $195,263,790Tortoise Energy Infrastructure $128,145,657 $0 $0 $0 -$67,879 $2,181,235 $130,326,892UBS Real Estate $247,269,383 $0 $0 $0 $0 $0 $247,269,383Walter Scott $100,727,911 $0 $0 $0 -$72,720 $962,223 $101,690,134Western $282,607,027 $0 $0 $0 -$48,112 $2,292,584 $284,899,611Western U.S. Index Plus $163,353,850 $0 $0 $0 -$33,773 $6,830,035 $170,183,885Total $4,732,172,032 -$20,895,405 $2,458,417 -$18,436,988 -$588,241 $96,743,141 $4,810,478,185

XXXXX

7



Information Disclaimer

• Past performance is no guarantee of future results.

• All investments carry some level of risk. Diversification and other asset allocation techniques are not guaranteed to ensure profit or protect against losses.

• NEPC’s source for portfolio pricing, calculation of accruals, and transaction information is the plan’s custodian bank. Information on market indices and security characteristics is received from other sources external to NEPC. While NEPC has exercised reasonable professional care in preparing this report, we cannot guarantee the accuracy of all source information contained within.

• Some index returns displayed in this report or used in calculation of a policy, allocation or custom benchmark may be preliminary and subject to change.

• This report is provided as a management aid for the client’s internal use only. Information contained in this report does not constitute a recommendation by NEPC.

• This report may contain confidential or proprietary information and may not be copied or redistributed to any party not legally entitled to receive it.

Reporting Methodology

• The client’s custodian bank is NEPC’s preferred data source unless otherwise directed. NEPC generally reconciles custodian data to manager data. If the custodian cannot provide accurate data, manager data may be used.

• Trailing time period returns are determined by geometrically linking the holding period returns, from the first full month after inception to the report date. Rates of return are annualized when the time period is longer than a year. Performance is presented gross and/or net of manager fees as indicated on each page.

• For managers funded in the middle of a month, the “since inception” return will start with the first full month, although actual inception dates and cash flows are taken into account in all Composite calculations.

• This report may contain forward-looking statements that are based on NEPC’s estimates, opinions and beliefs, but NEPC cannot guarantee that any plan will achieve its targeted return or meet other goals.

Information Disclaimer and Reporting Methodology

8



Ventura County Employees’Retirement Association

Third Quarter 2016 Private Markets Review – Private Equity



Q3 2016

Table of Contents Page

Summary Letter 1

Trailing Period Returns 6

Portfolio Value 7

Portfolio Value by Lifecycle 8

Portfolio Value by Vintage Year 9

Portfolio Value by Strategy 10

Transaction Summary 11

Information Disclosure

• NEPC, LLC uses, as its data source, the Plan’s fund manager and custodian bank or fundservice company, and NEPC, LLC relies on those sources for all transactions, including capitalcalls, distributions, income/expense and reported values. While NEPC, LLC has exercisedreasonable professional care in preparing this report, we cannot guarantee the accuracy of allsource information contained within.

• This Investment Performance Analysis is provided as a management aid for the client’sinternal use only. Portfolio performance reported in the Investment Performance Analysis doesnot constitute a recommendation by NEPC, LLC.

• Information in this report on market indices and security characteristics is received fromsources external to NEPC, LLC. While efforts are made to ensure that this external data isaccurate, NEPC, LLC cannot accept responsibility for errors that may occur.



February 15, 2017

Board of Retirement Ventura County Employees’ Retirement Association 1190 South Victoria Ave., Suite 200 Ventura, CA 93003

RE: Third Quarter 2016 Private Markets Review – Private Equity

Dear Board of Retirement Members:

We are pleased to present the September 30, 2016 Private Equity Performance Report for the Ventura County Employees’ Retirement Association (“VCERA” or the “Plan”). The report provides a variety of performance analyses for the overall portfolio in addition to trailing period performance and performance by investment stage, vintage year, and investment strategy.

VCERA’s private equity portfolio experienced a positive quarter, earning a nominal IRR of 3.54% and a one year return of 8.22%. The annualized IRR of the private equity portfolio since inception (May 2010) was 14.32% at quarter end. Since inception, the Total Value to Paid In multiple (current valuation plus cumulative distributions, divided by total capital calls) was 1.33.

The following table presents the status of the VCERA private equity portfolio as of September 30, 2016:

Total Terminated Paid In Cumulative Reported Call DistributionCommitments Commitments Capital Distributions Value Ratio Ratio$427,500,000 $0 $251,918,102 $61,311,311 $171,583,433 59% 0.24

Total Fund Private Reported MarketUnfunded Market Value Equity Value Exposure

Commitment as of Target as a % of as a %9/30/2016 Total Fund Total Fund

$175,581,898 $4,660,807,695 10% 3.7% 7.4%

$232,894,744

$347,165,331

Market Exposure (Reported Value +

Unfunded Commitment)

Total Value(Reported Value + Cumulative Distributions)

1.33

Internal Rate of Return(IRR), Since Inception

(May 2010)14.3%

Total ValueTo

Paid In Ratio

1



At quarter end, VCERA had commitments totaling $427.5 million to 11 private equity funds. Of the 11 funds in the portfolio, 2 are in the fundraising stage, 4 are in the investing stage and 5 are in the harvesting stage. The following charts illustrate the program’s current life cycle.

The following chart illustrates the commitment history of the private equity program since inception.

Fundraising, $120,000,000

Investing, $207,500,000

Harvesting, $100,000,000

Commitment $427,500,000

Fundraising, $120,000,000

Investing, $105,079,851

Harvesting, $26,838,251

Capital to be Funded $251,918,102

$0

$20,000,000

$40,000,000

$60,000,000

$80,000,000

$100,000,000

$120,000,000

$140,000,000

$160,000,000

2010 2011 2012 2013 2014 2015 2016

Commitment History

Secondaries Fund of Funds Venture

2



The following chart illustrates the cumulative commitment history, cumulative capital calls, cumulative distributions and reported value of the private equity program since inception.

The following chart provides an analysis of vintage year performance, comparing capital calls to distributions and reported value since inception.

$0

$50,000,000

$100,000,000

$150,000,000

$200,000,000

$250,000,000

$300,000,000

$350,000,000

$400,000,000

$450,000,000

Cumulative Commitments, Capital Calls, Distributions and Total Value

Distributions Reported Value Capital Called Total Value Total Commitments

$0

$20,000,000

$40,000,000

$60,000,000

$80,000,000

$100,000,000

$120,000,000

$140,000,000

$160,000,000

2010 2011 2012 2013 2014 2015 2016

Vintage Year Analysis of Commitments, Value and Cash Flows Since Inception

Capital Called Distributions Reported Value Total Commitments

3



During the third quarter of 2016, the private equity portfolio funded 5 investments and received distributions from 3 funds. The summary of the cash flows is shown below.

Amount Funded for the

Quarter

Number of Funds Calling Capital

Distributions for the Quarter

Number of Funds Making Distributions

Net Cash/Stock Flows for the

Quarter $8,185,598 5 $4,735,886 3 $3,449,712

Since inception, the private equity program has added $57.33 million in value. The value-add by investment strategy follows: Secondaries, $28.13 million; and Fund of Funds, $29.33 million. Venture lost value at ($0.13) million.

-$5,000,000

$0

$5,000,000

$10,000,000

$15,000,000

$20,000,000

$25,000,000

$30,000,000

$35,000,000

Value-Add By Investment Strategy

Secondaries Fund of Funds Venture

4



At quarter end, the private equity portfolio was diversified by investment strategy as shown below.

We value the relationship that we have with the Ventura County Employees’ Retirement Association and look forward to continued success in the future.

Best regards,

Allan Martin Partner

Anthony Ferrara, CAIA Consultant

Secondaries 39%

Venture 0%

Fund of Funds 61%

Investment Strategy Diversification ($171.58 million Reported Value)

5



Ventura County ERA

Executive IRR Summary

9/30/2016

Investment Name Vintage Year

Commitment Amount

QTD YTD 1 Year 3 Year 5 Year Inception

Adams St 2010 Direct Fund 2010 8,500,000 4.28 -1.27 1.60 14.33 13.59 12.81

Adams St 2010 Non-US Dev Mkts Fund 2010 25,500,000 3.85 9.51 12.47 8.64 9.36 8.22

Adams St 2010 Non-US Emg Mkts Fund 2010 8,500,000 3.15 4.26 8.79 15.17 10.99 10.16

Adams St 2010 US Fund 2010 42,500,000 2.81 8.52 9.16 15.74 14.45 14.73

Adams St 2013 Global Fund 2013 75,000,000 3.19 4.06 4.54 5.72 5.14

Adams St 2016 Global Fund 2016 60,000,000

Drive Capital Fund II 2016 15,000,000 -76.22 -36.41

HarbourVest - Dover Street IX 2016 60,000,000

HarbourVest – Dover Street VIII 2013 67,500,000 2.84 5.35 8.05 18.67 25.91

Pantheon Global Secondary Fund IV 2010 15,000,000 2.22 1.49 -0.74 7.69 12.67 14.11

Pantheon Global Secondary Fund V 2015 50,000,000 9.77 23.01 23.83 23.42

Total: Ventura County ERA 427,500,000 3.54 6.63 8.22 13.49 14.46 14.32

6



Ventura County ERA

Performance Analysis

9/30/2016


Commitment Amount

Paid in Capital Capital to be Funded

Additional Fees

Cumulative Distributions

Valuation Total Value Net Benefit Call Ratio

DPI Ratio

TVPI Ratio

IRR

1 Adams St 2010 Direct Fund 2010 8,500,000 7,879,500 620,500 6,697 4,831,957 7,407,542 12,239,499 4,353,302 93% 0.61 1.55 12.81%

2 Adams St 2010 Non-US Dev Mkts Fund 2010 25,500,000 19,545,749 5,954,251 1,589 7,653,243 16,187,723 23,840,966 4,293,628 77% 0.39 1.22 8.22%

3 Adams St 2010 Non-US Emg Mkts Fund 2010 8,500,000 6,111,500 2,388,500 0 314,436 7,747,760 8,062,196 1,950,696 72% 0.05 1.32 10.16%

4 Adams St 2010 US Fund 2010 42,500,000 29,665,000 12,835,000 15,213 10,764,481 34,314,119 45,078,600 15,398,387 70% 0.36 1.52 14.73%

5 Adams St 2013 Global Fund 2013 75,000,000 38,925,000 36,075,000 10,728 2,698,535 39,480,633 42,179,168 3,243,440 52% 0.07 1.08 5.14%

6 Adams St 2016 Global Fund 2016 60,000,000 0 60,000,000 0 0 94,044 94,044 94,044 0% 0.00 0.00 N/A

7 Drive Capital Fund II 2016 15,000,000 366,139 14,633,861 3,210 0 234,579 234,579 -134,770 2% 0.00 0.64 -36.41%

8 HarbourVest - Dover Street IX 2016 60,000,000 0 60,000,000 0 0 178,874 178,874 178,874 0% 0.00 0.00 N/A

9 HarbourVest – Dover Street VIII 2013 67,500,000 55,687,500 11,812,500 84,954 26,738,658 49,490,365 76,229,023 20,456,569 83% 0.48 1.37 25.91%

10 Pantheon Global Secondary Fund IV 2010 15,000,000 9,960,000 5,040,000 0 8,310,001 6,185,350 14,495,351 4,535,351 66% 0.83 1.46 14.11%

11 Pantheon Global Secondary Fund V 2015 50,000,000 7,441,510 42,558,490 -137,480 0 10,262,444 10,262,444 2,958,414 15% 0.00 1.41 23.42%

Total: Ventura County ERA 427,500,000 175,581,898 251,918,102 -15,089 61,311,311 171,583,433 232,894,744 57,327,935 41% 0.35 1.33 14.32%

7



Ventura County ERA

Lifecycle Performance Analysis

9/30/2016


Commitment Amount


Additional Fees



DPI Ratio

TVPI Ratio

IRR

1 Fundraising



Subtotal: 1 Fundraising 120,000,000 0 120,000,000 0 0 272,918 272,918 272,918 0% 0.00 0.00 N/A

2 Investing





Subtotal: 2 Investing 207,500,000 102,420,149 105,079,851 -38,588 29,437,193 99,468,021 128,905,214 26,523,653 49% 0.29 1.26 17.24%

3 Harvesting




4 Adams St 2010 US Fund 2010 42,500,000 29,665,000 12,835,000 15,213 10,764,481 34,314,119 45,078,600 15,398,387 70% 0.36 1.52 14.73%


Subtotal: 3 Harvesting 100,000,000 73,161,749 26,838,251 23,499 31,874,118 71,842,494 103,716,612 30,531,364 73% 0.44 1.42 12.65%


8



Ventura County ERA

Vintage Year Performance Analysis

9/30/2016


Commitment Amount


Additional Fees



DPI Ratio

TVPI Ratio

IRR

2010




4 Adams St 2010 US Fund 2010 42,500,000 29,665,000 12,835,000 15,213 10,764,481 34,314,119 45,078,600 15,398,387 70% 0.36 1.52 14.73%


Subtotal: 2010 100,000,000 73,161,749 26,838,251 23,499 31,874,118 71,842,494 103,716,612 30,531,364 73% 0.44 1.42 12.65%

2013



Subtotal: 2013 142,500,000 94,612,500 47,887,500 95,682 29,437,193 88,970,998 118,408,191 23,700,009 66% 0.31 1.25 16.81%

2015


Subtotal: 2015 50,000,000 7,441,510 42,558,490 -137,480 0 10,262,444 10,262,444 2,958,414 15% 0.00 1.41 23.42%

2016




Subtotal: 2016 135,000,000 366,139 134,633,861 3,210 0 507,497 507,497 138,148 0% 0.00 1.37 37.28%


9



Ventura County ERA

Investment Strategy Performance Analysis

9/30/2016


Commitment Amount


Additional Fees



DPI Ratio

TVPI Ratio

IRR

100 Venture


Subtotal: 100 Venture 15,000,000 366,139 14,633,861 3,210 0 234,579 234,579 -134,770 2% 0.00 0.64 -36.41%

140 Secondaries





Subtotal: 140 Secondaries 192,500,000 73,089,010 119,410,990 -52,526 35,048,659 66,117,033 101,165,692 28,129,208 38% 0.48 1.39 21.97%

170 Fund of Funds




4 Adams St 2010 US Fund 2010 42,500,000 29,665,000 12,835,000 15,213 10,764,481 34,314,119 45,078,600 15,398,387 70% 0.36 1.52 14.73%



Subtotal: 170 Fund of Funds 220,000,000 102,126,749 117,873,251 34,227 26,262,652 105,231,821 131,494,473 29,333,497 46% 0.26 1.29 10.91%


10



Ventura County ERA

Transaction Summary

7/1/2016 - 9/30/2016

Date Funding Additional Fees Cash Net Cash Flow

Ventura County ERA

Adams St 2010 Direct Fund

07/22/2016 42,500.00 42,500.00

08/29/2016 404,960.00 -362,460.00

09/16/2016 355,405.00 -717,865.00

Total: Adams St 2010 Direct Fund

42,500.00 760,365.00 -717,865.00

Adams St 2010 Non-US Dev Mkts Fund

09/22/2016 1,848,749.00 1,848,749.00

09/22/2016 2,096,064.00 -247,315.00

Total: Adams St 2010 Non-US Dev Mkts Fund

1,848,749.00 2,096,064.00 -247,315.00

Adams St 2013 Global Fund

07/05/2016 2,550,000.00 2,550,000.00

Total: Adams St 2013 Global Fund

2,550,000.00 2,550,000.00

Drive Capital Fund II

09/01/2016 366,139.00 366,139.00

09/01/2016 3,210.00 369,349.00

Total: Drive Capital Fund II

366,139.00 3,210.00 369,349.00

HarbourVest – Dover Street VIII

09/07/2016 939,728.00 -939,728.00

09/07/2016 3,375,000.00 2,435,272.00

09/30/2016 939,729.00 1,495,543.00

Total: HarbourVest – Dover Street VIII

3,375,000.00 1,879,457.00 1,495,543.00

Total: 8,182,388.00 3,210.00 4,735,886.00 3,449,712.00

11



Publicly Traded Equity Asset Class Structure Review

March 27, 2017

Allan Martin, PartnerAnthony Ferrara, CAIA, Consultant

Ventura County Employees’ Retirement System



Agenda

1. Review the global equity market and the role of equity securities.

2. Identify the role of equity allocations within Institutional portfolios.

3. Present the structure of VCERA’s portfolio for U.S., Non-U.S., and Global Equity.

4. Review the respective structures and the underlying manager strategies.

5. Outline and discuss potential changes to the structures.

2



The Role of Equity in Institutional Portfolios

• Pension funds are long-term investors that profited from the equity risk premium to achieve a rate of return above their actuarial assumed rate of return.

• Historically, equities provided strong capital appreciation.

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

Val

ue

wit

h D

ivid

end

s

Russell 3000 Performance

Time Period Annualized Return1926-2016* 10%1996-2016 7.9%2000-2016 5.8%

*Using the S&P 500

3



Realized Returns by Vintage Year

• Returns are highly dependent on entry valuations and extant macroeconomic fundamentals.

• Recall interest rates (i.e. the risk-free rate) were much higher in the ’80s, which supported total return levels.

• Notice how a reasonable investment in 2001, after a substantial market loss, experienced the worst seven-year annualized return. Yet a seemingly ill-timed decision to invest in 2007, at the market peak, resulted in the best seven-year annualized return since 1996.

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

Russell 3000 Realized 7-yr Annualized Returns (Right Axis) by Vintage Year

Valuations Subsequent 7 yr Annualized Return

4



• Characteristics of more efficient investment categories:

– Smaller, more homogeneous opportunity set

– Well-researched– Highly liquid– Tightly constrained– Inexpensive index vehicles and

derivatives readily available

• Examples:– U.S. Large Cap Stocks– U.S. Core Bonds (particularly

Treasuries & Agencies)

• Characteristics of less efficient investment categories:

– Larger, more heterogeneous opportunity set

– Not well-researched– Poor/intermittent liquidity– Less constrained– Index vehicles and derivatives

unavailable, expensive, and/or involve high tracking error

• Examples:– Non-US stocks, including Emerging

Markets– High yield bonds/bank loans– Hedge funds– Private equity and real estate

Active vs. Passive - Intuitive Hypotheses

Asset Class Market Efficiency

Diversity of Opportunity Set

Active Constraints

Excess Return Expectation

Ease of Indexing

US Large Cap Stocks High Low High Low HighUS SMid Cap Stocks Moderate Moderate Moderate Moderate HighInt'l. Developed Equity Moderate Moderate High Moderate ModerateEmerging Market Stocks Moderate Moderate Moderate Moderate Moderate

5



U.S. Equity



• Asset Class Benchmark: Russell 3000 – Russell 3000 seeks to be a benchmark for the entire U.S. Stock Market and represents

about 98% of the American public equity market. Characteristics shown below are as of December 31, 2016.

• Evaluating the active/passive decision in within U.S. Equities:

U.S. Equity Overview

Number of Constituents

2,977

Largest 634,395

Average (Dollar-Weighted)

125,803

Median 1,626

Market Cap (USD Millions)

Price/Book 2.85Dividend Yield 1.98P/E Ex-Neg Earnings 21.84EPS Growth (5 Years) 6.77

Characteristics

Asset Class Market Efficiency

Diversity of Opportunity Set

Active Constraints

Excess Return Expectation

Ease of Indexing

US Large Cap Stocks High Low High Low HighUS SMid Cap Stocks Moderate Moderate Moderate Moderate High

7



VCERA’s U.S. Equity Structure

• Asset Class Implementation: Passive and Enhanced Passive in U.S. Large Cap Equity.

─ Even though VCERA’s managers are not managing to the asset class benchmark, VCERA’s market cap allocation is still in line with the asset class benchmark:

*Data as of 2/28/17. WAMCO’s assets were allocated according to the S&P 500’s market cap breakdown

Strategy Benchmark Active/Passive Management Assets ($) Assets (%)

BlackRock U.S. Equity Market Fund

Dow Jones U.S. Total Stock Market

Passive $1,283,784,079 85.2%

Western Asset S&P 500Enhanced Index/Portable

Alpha$170,183,885 11.3%

BlackRock Extended Equity Market Fund

Dow Jones U.S. Completion Total Stock Market

Passive $52,441,274 3.5%

8



U.S. Equity Index Fund Recommendation

• Move Blackrock managed Large Cap and SMid Cap equity index funds pro rata from Dow Jones benchmarked funds to Russell 1000 and the Russell 2500 benchmarked funds.

• This move will save VCERA approximately $188,000 per year at today’s market value while maintaining Large Cap and SMid cap index funds exposure.

Market Values as of 2/28/17 $1,357,162,740 $1,357,162,740US Equity Market Fund: Fees Russell 1000 Index Fund FeesFirst $250 million 0.03% $75,000 First $100 million 0.015% $15,000Balance at 2bps 0.02% $221,433 Balance 0.01% $125,716Total $296,433 Total $140,716

$54,863,050 $54,863,050Extended Equity Market Fund: Fees Russell 2500 Index Fund: FeesFirst $50 million 0.08% $40,000 First $100 million 0.02% $10,973Next $50 million 0.06% $2,918 Balance 0.015% -Balance 0.04% -Total $42,918 Total $10,973

Existing Fees $339,350 Prospective Fees $151,689

9



VCERA’s U.S. Equity Net of Fee Performance

10

% of Total Portfolio

Annualized Return

RankExcess Return

RankStandard Deviation

RankSharpe Ratio

RankTracking

ErrorRank

Information Ratio

Rank

Total US Equity 32.1% 14.9% 28 0.30% 28 10.70% 21 1.38 11 0.3% 1 1.1 1Russell 3000 -- 14.6% 33 10.67% 20 1.36 13 -- -- -- --


Annualized Return

RankExcess Return


RankSharpe Ratio

RankTracking

ErrorRank

Information Ratio

Rank

Total US Equity 32.1% 13.3% 30 0.33% 30 13.2% 26 1.00 15 0.27% 1 1.2 1Russell 3000 13.0% 37 13.1% 24 0.98 18 -- -- -- --

5 Years Ending 12/31/16




Non-U.S. Equity



Non-U.S. Equity Overview

Number of Constituents 1,856

Largest 223,686

Average (Dollar-Weighted)

9,363

Median 4,081

Market Cap (USD Millions)

• Asset Class Benchmark: MSCI All Country World Index excluding U.S.A. (ACWI ex-U.S.) ─ The MSCI ACWI ex-U.S. is a widely accepted Non-U.S. equity benchmark. The MSCI

ACWI ex U.S. Index captures large and mid cap representation across 22 of 23 Developed Markets (DM) countries (excluding the US) comprising approximately 80% of the index and 23 Emerging Markets (EM) countries comprising the other 20% of the index. Characteristics shown below are as of December 31, 2016*.

• Evaluating the active/passive decision in within Non-U.S. Equities:Asset Class Market

EfficiencyDiversity of

Opportunity SetActive

ConstraintsExcess Return

ExpectationEase of

IndexingInt'l. Developed Equity Moderate Moderate High Moderate ModerateEmerging Market Stocks Moderate Moderate Moderate Moderate Moderate

*Source: MSCI as of 12/31/2016

12



VCERA’s Non-U.S. Equity Structure

• Asset Class Implementation: 50/50 split between active and passive management with a at target weight to Emerging Market Equity.

• VCERA currently has a 4.8% underweight to Emerging Markets vs. the MSCI ACWI ex U.S. at the Non-U.S. Equity composite level.

• However, when including Global Equity, VCERA is near the 3% target Emerging Markets allocation at the Total Fund level with a 3.4% allocation to Emerging Markets.

Strategy Benchmark Active/Passive Management Assets ($) Assets (%)

BlackRock ACWI ex-U.S. Equity Fund MSCI ACWI ex-U.S. Passive $359,776,129 48.7%

Sprucegrove Int'l. Pooled Fund MSCI ACWI ex-U.S. Active, Bottom Up - Value Bias $195,263,790 26.4%

Hexavest EAFE Equity MSCI EAFE Active-Top Down, Country Allocator $82,545,618 11.2%

Walter Scott EAFE MSCI ACWI ex-U.S. Active, Bottom Up - Growth Bias $101,690,134 13.8%

13



VCERA’s Non-U.S. Equity Net of Fee Performance

14


Annualized Return

RankExcess Return


RankSharpe Ratio

RankTracking

ErrorRank

Information Ratio

Rank

Total Non-US Equity 15.1% 6.0% 43 1.0% 24 12.5% 25 0.47 40 1.3% 9 0.8 12MSCI ACWI ex USA -- 5.0% 69 13.4% 80 0.37 71 -- -- -- --


• As of December 31, 2016, the current Non-U.S. Equity structure has produced 1.0% net of fees over the benchmark with less volatility.

• As of February 28, 2017, the current Non-U.S. Equity structure earned 1.1% net of fees over the benchmark for the 5 year ending period.



Global Equity



Global Equity Overview

• Asset Class Benchmark: MSCI All Country World Index ─ The MSCI ACWI captures large and mid cap representation across 23 Developed

Markets (DM) and 23 Emerging Markets (EM) countries. Characteristics shown below are as of December 31, 2016*.

16



• Asset Class Implementation: Passively managed after terminating active manager in late 2016. – Mandate being passively managed until asset class is further

evaluated as part of the asset allocation study being done next year.

VCERA’s Global Equity Structure


Annualized Return

RankExcess Return


RankSharpe Ratio

RankTracking

ErrorRank

Information Ratio

Rank

Total Global Equity 10.3% 2.20% 91 -0.93% 99 11.3% 63 0.18 74 1.20% 8 -0.8 --MSCI ACWI 3.10% 74 11.2% 64 0.27 88 -- -- -- --

Net of Fees - 3 Years Ending 12/31/16

17



Recommendations

• U.S. Equity – Continue to favor passive versus active management. Recommend moving to Russell based index funds to reduce management fees.

• Non-U.S. Equity – Continue to favor 50/50 active and passive management split and keep the existing active manager structure as the strategies compliment each other and have added value since inception at the composite level.

• Global Equity – No changes currently recommended as asset class will be re-evaluated in 2018 asset allocation study.

18



Appendix



• Developed market currency returns trend over long-term cycles– Driven by underlying country-specific economic factors and inflation differentials

• Return dispersion of EAFE Unhedged vs. Hedged can be significant but tends to converge over time

– Basket of developed market currencies has annualized volatility of 8%– No consistent return premia associated with developed market currency

• Mitigating developed market currency risk reduces asset class volatility and validates a strategic currency hedge program

Return Impact of Developed Market Currency Exposure

EAFE Unhedged Outperforms

Source: Bloomberg, NEPC

EAFE Hedged Outperforms

20



Assumption Development – Global Equities

Index Current US Large Cap US Small/Mid Cap Int’l Developed Emerging Markets

Trailing P/E 20.6 31.6 16.9 14.3 Profit Margin 9.5% 4.2% 6.2% 8.0%

Dividend Yield 2.1% 1.7% 3.3% 2.5%

21



International Equity – Active or Passive Management?

¹ Annualized net-of-fee results are calculated by subtracting the average manager fee, respective of asset class and style, from the eVestment or ICC gross-of-fee performance. The average manager fees used prior to 2009 were obtained from the 2008 eVestment Alliance manager fee study. For periods after to 2009, the 2009 eVestment Alliance manager fee study was used.² The universe data shown includes only actively managed portfolios. The minimum sample size used for each time period is 20 portfolios.

The median international developed market equity manager has outperformed the MSCI EAFE, net of fees¹, in:

- 73 of 100 rolling one-year periods (or, 73% of the time)- 93 of 100 rolling three-year periods (or, 93% of the time)- 100 of 100 rolling five-year periods (or, 100% of the time)

22



March 13, 2017 Board of Retirement Ventura County Employees’ Retirement Association 1190 South Victoria Avenue, Suite 200 Ventura, CA 93003 SUBJECT: PROPOSED BOARD OF RETIREMENT RESOLUTION PERTAINING TO REGULATIONS FOR IRC SECTION 415 – ANNUAL LIMITS Dear Board Members: In October 2016, VCERA received a favorable determination letter from the IRS. The determination was conditioned upon VCERA adopting a proposed amendment to VCERA’s Regulations for IRC Section 415(c) that was submitted by Hanson Bridgett to the IRS for approval. The proposed amendment is to clarify and confirm that any differential wage payments paid by VCERA participating employers are treated as “compensation.” Though Section III.I.3.c.i. of VCERA’s Regulations for IRC Section 415(c) provides that differential wage payments are included in the Plan’s definition of “Total Compensation”, Hanson Bridgett recommends adoption of the provided proposed resolution to comply with the IRS request for adoption of a clarifying amendment to that section, on which VCERA’s favorable determination letter was conditioned. Once approved by the Board of Retirement, the amendment to the Regulations for IRC Section 415(c) will be submitted to the Board of Supervisors for approval, at which time the amendment will become effective. RECOMMENDED ACTION: ADOPT PROPOSED RESOLUTION PERTAINING TO REGULATIONS FOR INTERNAL REVENUE CODE SECTION 415 – ANNUAL LIMITS VCERA staff will be pleased to respond to any questions you may have on this matter at the February 27, 2017 business meeting. Sincerely, Linda Webb Retirement Administrator

Business Meeting Agenda - VII.A. NEW BUSINESS


RESOLUTION OF THE BOARD OF RETIREMENT OF VENTURA COUNTY EMPLOYEES' RETIREMENT ASSOCIATION (VCERA)

PERTAINING TO REGULATIONS FOR INTERNAL REVENUE CODE SECTION 415 – ANNUAL LIMITS

WHEREAS, the Board of Retirement for the Ventura County Employees’ Retirement Association (“VCERA”) administers VCERA for the benefit of its members and their beneficiaries; and WHEREAS, VCERA is intended to comply with the requirements of the Internal Revenue Code of 1986 (the “Code”), as amended or replaced from time to time and the regulations issued thereunder as applicable; and WHEREAS, on January 26, 2016, the Board of Retirement submitted to the Internal Revenue Service ("IRS") a request for a favorable determination that VCERA meets the applicable requirements of the Code; and WHEREAS, the plan documents, including Regulations of the Board of Retirement, were submitted for review with VCERA's determination letter application; and WHEREAS, items of pay that are included in a member's "Total Compensation" for purposes of Code section 415 is defined in Section III.I.1 of Regulations for IRC Section 415(c), subsections 1.a through 1.f; and WHEREAS, Section III.I.3 of Regulations for IRC Section 415(c) provides that payments the description of which meet the definition of "differential wage payments" provided in Internal Revenue Code section 3401(h)(2) are included in a member's Total Compensation, even if paid more than 2½ months after severance from employment or after the end of the Limitation Year, if later; and WHEREAS, the IRS has requested that VCERA Regulations for IRC Section 415(c) be clarified to provide that the definition of compensation for purposes of Code section 415 includes "differential wage payments" as defined in Code section 3401(h)(2), pursuant to Section 105(b) of the Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act");

NOW, THEREFORE, BE IT RESOLVED that the Board of Retirement hereby amends Section III.I.1 of

VCERA Regulations for IRC Section 415(c), to add new subsection "g." thereto, to read in its entirety as follows:

"Differential wage payments as defined in Internal Revenue Code section 3401(h)(2)."

In accordance with section 31525 and section 31899 et. seq. of the California Government Code, the amendment to the regulations set forth herein is effective as of March 13, 2017. ADOPTED AND APPROVED by the Board of Retirement of the Ventura County Employees' Retirement Association on the 13th day of March, 2017. Ayes: __________ Noes: __________ Abstain: __________ Absent: __________ _______________________________ Chair of the Board

12624243.1

Business Meeting Agenda - VII.A. NEW BUSINESS


March 27, 2017 Board of Retirement Ventura County Employees’ Retirement Association 1190 South Victoria Avenue, Suite 200 Ventura, CA 93003 SUBJECT: SACRS VOTING DELEGATE Dear Board Members: Staff recommends the appointment of a voting delegate and alternate voting delegate for the Spring 2017 SACRS (State Association of County Retirement Systems) conference. As you are aware, each member retirement system is expected to participate and vote at the SACRS Business Meeting. Staff will provide the voting proxy form to SACRS to reflect Board’s direction. Sincerely,

Linda Webb Retirement Administrator

Business Meeting Agenda - VII.B. NEW BUSINESS


March 16, 2017 Board of Supervisors County of Ventura 800 S. Victoria Avenue Ventura, CA 93009 SUBJECT: APPROVAL OF ANNUAL ACTUARIAL VALUATION OF THE VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION (Report on File with Clerk of the Board) Dear Board Members: RECOMMENDATION: Adopt, pursuant to Government Code sections 31453 and 31454, the employer and employee retirement plan contribution rates as detailed in the provided Actuarial Valuation and Review as of June 30, 2016, prepared by Segal Consulting (Study). FISCAL IMPACTS: Specific rates for specific member categories are provided on the following page, reflecting the 50/50 sharing of Normal Cost for non-PEPRA tiers. Generally speaking though, for all of VCERA’s active members, the average employer rate will decrease from 27.77% of payroll before reflecting the 50/50 sharing to 27.52% of payroll after reflecting this sharing. The average member rate will decrease from 10.24% of payroll to 10.10% of payroll. (This increase was mainly the result of a change in member demographics.) Total annual employer contributions are projected to increase from $188.5 million to approximately $194.3 million based upon a projected total plan compensation payroll of approximately $679 million last year and $706 million this year, respectively. Total annual employer contributions, and the associated employer contribution rates, will increase for most retirement association member categories; with the exception of the legacy and PEPRA General Tier 2 without COLA categories. Annual employee contributions are expected to increase from $69.5 to $71.3 million in the upcoming fiscal year (Study – pages v and 21). SUMMARY OF RESULTS FROM JUNE 30, 2016, ACTUARIAL VALUATION AND REVIEW:

VCERA’s plan assets earned 0.5% for fiscal year ending June 30, 2016 on a market value basis.

The investment return on the valuation value of assets in the Study was 6.5% due to the deferral of most of the current year investment losses and recognition of prior years’ investment gains and losses.

Business Meeting Agenda - VIII. INFORMATIONAL


March 16, 2017 Page 2 of 2

There were $206 million in net unrecognized investment losses as of June 30, 2016, compared to $54 million deferred gains as of June 30, 2015.

VCERA’s funded status, the ratio of valuation value of assets to accrued liabilities is 84.9% as of June 30, 2016, an improvement of 1.8% since June 30, 2015.

The following table provides the new total contribution rates to be adopted for each tier for the fiscal year beginning July 1, 2017. It reflects the normal cost as well as the costs associated with the Unfunded Actuarial Accrued Liability (UAAL) and, for those categories eligible, COLA costs.

2017‐2018 CONTRIBUTION RATES (REFLECTING 50/50 COST SHARING FOR LEGACY MEMBERS)

MEMBER CATEGORY TOTAL*

EMPLOYER RATE TOTAL*

MEMBER RATE

First $350 Over $350

General Tier 1 Members 24.40% 7.14% 10.71%

General Tier 2 Members w/o COLA 16.54% 4.82% 7.23%

General Tier 2 Members w/COLA 20.72% 7.45% 9.86%

Safety Members 55.66% 15.27% 15.27%

General PEPRA Tier 2 Members w/o COLA 16.39% 6.96%

General PEPRA Tier 2 Members w/COLA 20.50% 9.59%

Safety PEPRA Members 53.49% 14.42% *Combines normal cost, UAAL and COLA costs, where applicable.

DISCUSSION: The unrecognized investment losses of $206 million indicated above will be recognized in the determination of the actuarial value of assets for funding purposes over the next few years. This net unrecognized loss represents about 4.7% of the market value of assets. The Study was previously provided to the County Executive Office in December for use in developing budget projections in the upcoming fiscal year. Sincerely, Linda Webb Retirement Administrator

CC: Michael Powers, County Executive Officer Leroy Smith, County Counsel Jeff Burgh, Auditor-Controller Catherine Rodriguez, County Chief Financial Officer

Business Meeting Agenda - VIII. INFORMATIONAL


Documents

VENTURA COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION …vcportal.ventura.org/VCERA/docs/agendas_minutes/... · 3/27/2017 · Susan Long McAndrews, Matt Garfunkle, and Sprague Von Stroh