CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER

INTERDEPARTMENTAL CORRESPONDENCE

Date: December 9,2010

To: Retirement Board Members

From4b Sangeeta Bhatia, Retirement Plan Manager

Subject: Board Agenda Item No. 17: Discussion of Organizational Change at Landmark Partners; and Possible Action (December 15, 2010, Special Retirement Board Meeting)

At the Regular Board meeting held on August 20, 2008, the Retirement Board approved a commitment of $35 million ($30 million from the Retirement Fund and $5 million from the Retiree Health Benefits Fund) to Landmark Equity Partners XIV, LP ,(LEP XIV) (Resolution No. 09-11). LEP XIV is a diversified private equity partnership that invests in private equity funds purchased on the secondary market. As of October 31, 2010, the Plan had invested capital of $3.5 million and $0.6 million in LEP XIV from the Retirement Fund and Retiree Health Benefits Fund, respectively.

On November 19, 2010, Landmark provided Staff a letter of consent to enter into a strategic partnership between Landmark Partners and Religare Global Asset, Management, Inc. (Religare). Religare is a U.S. affiliate of Religare Enterprises Limited, a global financial services group. Landmark believes the partnership will ensure future growth, industry leadership of the firm, and stability of the organization over the long term. According to Landmark, the three main objectives of the partnership are: '

• to broaden Landmark's ownership to include additional key senior professionals; • to keep investment processes and day-to-day operations unchanged; and • to access the knowledge and relationships that will improve the firm's capabilities

and opportunities.

As part of the strategic partnership, Religare will acquire 55% of the outstanding equity interests in Landmark, which will be held in a new jointly-owned limited liability company named Landmark Partners, LLC. The new, jointly-owned company will mark a change in control in (a) Landmark Equity Advisors, LLC (Advisor), the Landmark registered investment advisory subsidiary that provides advisory services to LEP XIV, and (b) the Advisor's affiliate, Landmark Partners XIV, LLC, the fund's General Partner (GP). The transaction will also result in greater than 51 % of the total voting interests in the GP. This is a significant organizational change that will result in a different organization than what the Board initially approved.

Pursuant to the Investment Advisers Act of 1940, the above change of control constitutes an assignment of the advisory agreement between the Advisor and LEP XIV. This deemed assignment requires majority consent from the limited partners in

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LEP XIV. As a result, Staff requested the Plan's legal counsel, Nossaman, LLP (Nossaman), and the Plan's consultant, Pension Consulting Alliance, Inc. (PCA) to review the consent documents. The transaction is expected to close in December 2010.

Nossaman reviewed the consent and found the strategic partnership will not require any changes to the fund documents. In addition, the terms of the strategic partnership are mostly confidential; therefore, Nossaman believes the consent is more of a business decision rather than a legal decision. PCA has not been provided the governance documents or employment contracts for independent review, as requested. As a result, PCA recommends not signing the consent.

The following documents are attached:

• Resolution No. 11-55 • PCA's Memo • Nossaman's Memo • Landmark's Memo dated 11/19/10 and Consent Package • Resolution No. 09-11 (approved 08/20/08)

WI--­yWolfson Investment Officer

SB:JW:SV:GA:je

17.2

RESOLUTION NO. 11·55 .

RESOLUTION TO DENY CONSENT ON STRATEGIC PARTNERSHIP OF LANDMARK PARTNERS AND RELIGARE GLOBAL ASSET MANAGEMENT, INC.

WHEREAS, at the Regular Board Meeting held on August 20, 2008, the Retirement Board approved a commitment of $35 million ($30 million from the Retirement Fund and $5 million from the Retiree Health Benefits Fund) to Landmark Equity Partners XIV, L.P. (LEP XIV) (Resolution No. 09-11); and

WHEREAS, LEP XIV is a diversified private equity partnership that invests in private equity funds purchased on the secondary market; and

WHEREAS, WPERP had invested capital of $3.5 million and $0.6 million in LEP XIV from the Retirement Fund and the Retiree Health Benefits Fund, respectively, as of October 31,2010; and

WHEREAS, on November 19, 2010, Landmark provided Staff a letter of consent to enter into a strategic partnership between Landmark Partners and Religare Global Asset Management, Inc. (Religare); and

WHEREAS, Religare is a U.S. affiliate of Religare Enterprises Limited, a global financial services group; and

WHEREAS, per Landmark, the three main objectives of the partnership are: 1) to broaden Landmark's ownership to include additional key senior professionals; 2) to keep investment processes and day-to-day operations unchanged; and 3) to access the knowledge and relationships that improve the firm's capabilities and opportunities; and

WHEREAS, Religare will acquire 55% of the outstanding equity interests in Landmark. which will be held in a new jointly-owned limited liability company named Landmark Partners, LLC; and

WHEREAS, there will be a change in control in (a) Landmark Equity Advisors, LLC (Advisor) and (b) the Advisor's affiliate Landmark Partners XIV, LLC, the fund's General Partner (GP); and

WHEREAS, pursuant to the Investment Advisers Act of 1940, the above change of control constitutes an assignment of the advisory agreement between the Advisor and LEP XIV which requires majority consent from the limited partners in LEP XIV; and

WHEREAS, the transaction will also result in greater than 51 % of the total voting interests in the GP; and

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WHEREAS, representatives from Nossaman, LLP (Nossaman) and Pension Consulting Alliance, Inc. (PCA), reviewed the consent documents from a legal and business perspective, respectively; and

WHEREAS, Nossaman found the strategic partnership will not require any changes to the fund documents and the terms of the strategic partnership are mostly confidential; therefore, Nossaman deferred their recommendation to the Plan's consultant; and

WHEREAS, this is a significant organizational change that will result in a different organization than what the Board initially approved; and

WHEREAS, PCA has not been provided the governance documents or employment contracts for independent review, as requested and, as a result, PCA recommends not signing the consent.

NOW, THEREFORE, BE IT RESOLVED, the Retirement Plan Manager is hereby authorized to not sign the consent for Landmark Partners to enter into a strategic partnership with Religare Global Asset Management, Inc. (Contract No. 188).

I HEREBY CERTIFY, the foregoing is a full, true, and correct copy of a resolution adopted by the Retirement Board of Administration [created by Section 1102 (b) of the City Charter], at its Special Retirement Board meeting held December 15, 2010.

Sangeeta Bhatia Retirement Plan Manager

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To: The Board of the Water &Power Employees' Retirement Plan Date: 12/8/2010 (WPERP)

From: Pension Consulting Alliance, Inc. (PCA) ~\ ' - \X.\..---­

RE: Landmark Partners Organizational Change

Summary On November 19, 2010, Landmark Partners Inc. (a Delaware S-Corporation privately owned by the Partners of the firm) announced that it has entered into a strategic partnership with Religare Global Asset Management Inc., a U.S affiliate of Religare Enterprises Limited (Religare), a global financial services group. Through this transaction, Religare will acquire 55% of the outstanding equity interests in Landmark Partners Inc. (which will become Landmark Partners LLC post closing) for $171.5 million. Landmark Partners Inc. expects to complete the transaction prior to year end. PCA views this transaction as a material organizational change which, in particular, impacts the alignment of interests of the Landmark professionals. This is a material monetization of the Landmark interests for the four senior partners, significantly weakening their alignment of interest with investors. Providing equity interests for the next level of investment professionals strengthens the alignment of interests with investors, but the economic incentives are in lesser magnitude than previously in place with the four senior partners. Landmark professionals are entering into employment contracts as a result of this transaction, but the ultimate impact of this organizational change will not be known for many years.

Under the Investment Advisers Act of 1940, such a change of control is deemed to constitute an "assignment" of the advisory agreement between Landmark Equity Advisors, LLC (the Advisor) and Landmark Equity Partners XIV, L.P. (Fund XIV) which requires a majority-in-interest consent of the limited partners committed to Fund XIV. Despite the longer-term uncertainty associated with this transaction, PCA believes that the investment strategy and process will remain intact during the investment period for Fund XIV due to materials provided by and discussions with Landmark Partners Inc. However, PCA has not been provided the governance documents or employment contracts for independent review, as requested, and therefore cannot recommend consenting to the transaction. Landmark has stated that if sufficient consents are not obtained, Landmark would likely restructure the form of the transaction.

Discussion Given the discussion below, it is expected that the investment process and current investment professionals at Landmark will remain intact over the near-term. Therefore, no immediate impact is expected in regards to WPERP's commitments to Landmark Partners. Of note, employment contracts will be established (initially five years for the four senior professionals and three years for other key professionals), which are scheduled to span to the termination of the investment period for Fund XIV which is February 1, 2014 (four years from the final closing) at the latest. However, the longer-term strategic direction of Landmark Partners may be altered given the majority ownership of Religare going forward.

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WPERP exposure to Landmark Partners WPERP has $65 million of commitments to Landmark Partners Inc. through a $30 million commitment to Landmark Equity Partners XIII, L.P. (LEP XIII), and $35 million of commitments to Landmark Equity Partners XIV, L.P. (LEP XIV), $30 million from the Retirement Fund and $5 million from the Health Fund. LEP XIII has drawn down approximately $26.1 million in contributions, returned $9.4 million in distributions, and had $17.3 million remaining in market value, resulting in a 1.0x investment multiple as of September 30, 2010. LEP XIV has drawn down approximately $2.9 million in contributions, returned approximately $0.6 million in distributions and had $2.7 million remaining in market value, resulting in a 1.1 x investment multiple.

Overview of Landmark Partners Landmark is a private equity and real estate investment company specializing in secondary funds. Formed in 1989, the firm has one of the longest track records in the industry and is a leading source of liquidity to owners of interests in venture, mezzanine, buyout, and real estate limited partnerships. Landmark has formed 27 funds focused on venture capital, buyout, mezzanine, and real estate partnerships over the last 21 years. These funds have been capitalized at more than $8.5 billion, which has been deployed across over 1,200 partnerships that comprise over 14,000 underlying company and property investments. Landmark is headquartered in Simsbury, Connecticut, and has offices in Boston, Massachusetts and London, England.

Overview of Religare Enterprises Limited Religare is listed on the Indian Stock Exchanges of BSE and NSE, with a market capitalization of apprOXimately $1.5 billion, and is an emerging markets financial services group with a presence across Asia, Africa, Middle East, Europe, and the Americas. In India, Religare's largest market, the group offers a wide array of products and services, including securities brokering, insurance, asset management, lending solutions, investment banking, and wealth management. With 10,000-plus employees across multiple geographies, Religare serves over a million clients, including corporate and institutions, high net worth families and individuals, and retail investors. In addition to locations across India, Religare has offices spread across London, South Africa, Brazil, Dubai, Qatar, Singapore, Hong Kong, Malaysia and Indonesia.

Religare has announced that it intends to invest up to $1 billion for expanding its global asset management platform by partnering with best of breed asset management firms from across the world operating within a variety of asset classes and investment disciplines.. Religare's first U.S. transaction as part of this strategy, the .acquisition of a majority stake in Northgate Capital, a global private equity and venture capital firm with principal offices in the San Francisco Bay Area and London, England, was completed in 4Q10. Northgate Capital manages a series of venture capital and private equity funds. The acquisition of a majority stake in Landmark Partners, is Religare's second U.S. transaction.

17.6

Landmark has cited the following strategic and financial benefits as reasons for the Religare transaction.

Strategic Benefits: • No interference in day-to-day operations • No integration issues • Existing firm management will continue to drive business strategy • Management will hold real equity • On the ground presence in emerging markets

Financial Benefits: • Long-term partner • Access to capital • Willingness to make a continued investment into the firm

Broadening of Landmark's ownership and compensation The transaction will expand ownership of Landmark Partners to include additional key senior professionals. Prior to the transaction, 100% of the Landmark management company (Landmark Partners Inc.) was held by four of the partners: Frank Borges, Tim Haviland, Bob Shanfield and Jim McConnell. Religare.is acquiring a 55% interest in Landmark Partners Inc. and upon completion of the transaction, 11 Landmark partners and principals will hold a 45% interest of the new management company (Landmark Partners, LLC). New owners will include Chad Alfeld, Scott Conners, Robert Dombi, Paul Mehlman, Tina St. Pierre, Ian Charles and Jamie Sunday. These professionals will continue to receive their allocated carried interests in addition to the new equity ownership, potentially increasing the long-term alignment of interests for these professionals. The four current shareholders will own 34% upon closing declining to 26% over the next five years, and the seven new shareholders will own 20% between shares issued at close, and shares to be issued over the next five years with Religare's ownership declining to 54%. The four current shareholders are monetizing a portion of their ownership and will remain owners going forward while the new equity shareholders and other firm employees are getting some cash consideration at closing.

The new management owners, as well as each of the existing management stockholders, have made commitments (with employment contracts) to remain with Landmark in connection with this transaction. Furthermore, a structure has been put in place to provide equity ownership transitions to future generations of senior management leadership. Landmark professionals will continue to be incentivized through salary, bonus and carried interest. In addition, eleven partners and principals have financial" incentives to remain with Landmark through equity ownership (as discussed above). The equity ownership held by the seven new participants will vest over nine years. The ownership of the carried interest in all of the current Landmark funds will remain unchanged.

Investment team/investment decisions There are no changes to the professional teams or staff at Landmark contemplated ahead of, in conjunction with or post the transaction with Religare. Control of the investment process and investment decision authority, along with responsibility for day-to-day operations of Landmark, will continue upon completion of the transaction to reside with the people executing those responsibilities today. The existing investment committee members pre and post transaction are unchanged.

17.7

The members associated with Fund XIV are:

• Frank Borges, Managing Partner • Tim Haviland, Managing Partner • Jim McConnell, Partner • Bob Shanfield, Partner • Scott Conner, Partner • Chad Alfeld, Partner

PCA has been informed that this is explicitly built into the governance terms of Landmark's partnership with Religare. (Documentation of the governance terms was requested, but Landmark has stated that it is bound to keep the actual operating agreement confidential.) No professional's functional responsibility, or investment committee's composition, will change as a result of the transaction. The board of directors will be comprised of three Religare members and two Landmark members (Frank Borges and Tim Haviland). The operating committee, which has responsibility for all day-to-day operations, business, and activities of the company, consists of seven Landmark and two Religare members. The compensation committee is comprised of Tim Haviland and Frank Borges of Landmark.

As mentioned, partners and principals will be subject to employment contracts. PCA was not provided the employment contracts for review, but were told that "The contracts affirm each individual's specific title (Le. Partner or Principal) and that each individual agrees to be actively engaged on a full-time basis in the business and activities of the Company and devote substantially all of one's normal working time and attention to the business and activities of the Company and use reasonable best efforts to faithfully and diligently serve the Company." Prior to the transaction, Landmark did not have formal employment contracts, non-competes, non­solicitation, or other restrictive covenants or agreements with key persons. With this transaction, all key persons are subject to such agreements. The selling shareholders have five-year contracts, with automatic renewal. The other key persons have three-year contracts, with an 11-year economic incentive. In addition, existing partnership documents include a "Key Man" provision that suspends the investment period if i) both Frank Borges and Tim Haviland cease to be active with the Fund, or ii) if any three of Frank Borges, Tim Haviland, Jim McConnell, Bob Shanfield, and Scott Conners, cease to actively participate in the Fund.

17.8

~ar, Grace

From: Oryol, Yuliya [yoryol@nossaman.com] Sent: Friday, November 26,20108:42 PM To: Adajar, Grace Cc: Wolfson, Jeremy; Vargas, Scott Subject: RE: LEP XIV Consent Letter

Dear Grace:

We have reviewed the correspondence from Landmark Partners dated November 19, 2010 (together with copies of the legal documents which LADWP executed in September 2008 as part of its investment in Fund XIV). According to the correspondence, Landmark Partners has executed a Sale and Purchase Agreement with Religare Enterprises Limited pursuant to which Religare will acquire 55% of the outstanding equity interest in the business of Landmark. The parties will form a new jointly-owned limited liability company, to be known as Landmark Partners, LLC, to hold those interests. This transaction will result in a change of control of the advisor (Landmark Equity Advisors, LLC) and the general partner (Landmark Partners XIV, LLC) which is an affiliate of the advisor. The advisor and the general partner provides services to Landmark Equity Partners XIV, L.P. ("Fund XIV"). Besides Religare acquiring 55% of equity interest the transaction will result in a greater than 51 % of the total voting interest in the general partner being held indirectly by Religare. Since the transaction is considered a change of control under the Investment Advisers Act of 1940, it will need approval of the limited partners of Fund XIV. Section 10.1 (b) of the Amended and Restated Agreement of Limited Partners of Fund XIV, dated August 12, 2008, requires approval by not less than a "Majority in Interest" of the limited partners in the event that there is a change of the collective beneficial interest of more than 51 % of the total annual profits and distributions allocated to all members of the general partner. Landmark would like to complete the transaction by the end of December 2010.

We have not been provided with any of the legal documents related to the proposed change of control transaction. We suspect that even if LADWP or any other limited partner asks Landmark for copies of these documents, such a request would be denied on grounds of confidentiality. As such, there is not much for us to review on the legal side. Whether LADWP should grant its consent to the transaction appears to be a business decision, not a legal one. You will need to consider factors such as the reputation and expertise of Religare and the potential impact the change of control will have on the management of the advisor and/or general partner. As such, we defer to the recommendation of your consultant since we are not in the position to comment in this regard.

Please feel free to contact me with any questions or concerns.

Best regards, Yuliya

From: Adqjar, Grace (mailto:Grace.Adqjar@ladwp.com) Sent: Mon 11/22/20103:19 PM

17.9

~ar, Grace

From: Maynard, Stephanie [Stephanie.Maynard @Iandmarkpartners.com] Sent: Friday, November 19, 2010 3:28 PM To: Wolfson, Jeremy Cc: Lee, Alexander; Adajar, Grace; Vargas, Scott Subject: LEP XIV Consent Letter

Attachments: Active_25711201_3_Fund XIV Affirmative Consent Letter (Landmark).pdf .

Active_25711201_3 Jund XIV Aft...

We are pleased to share wi'th you 'that Landmark Partners has entered into a strategic partnership with Religare Global Asset Management Inc., a U.S affiliate of Religare Enterprises Limited, a global financial services group. This decision to partner with Religare is the culmination of a careful thought process aimed at ensuring that the success and industry leadership of Landmark endures well into the future. With respect to Water and Power Employees' Retiree Health Benefit Fund's commitment to Landmark Equity Partners XIV, LP please find a summary cover letter as well as a consent to the transaction as required. We would appreciate your signing the enclosed consent and returning it as promptly as possible to Tina St. Pierre via email inPDFform(tina.stpierre@landmarkpartners.com) or via fax (860.651.8890), with hard copy to follow: Tina St. Pierre, c/o Landmark Partners, 10 Mill Pond Lane, Simsbury, CT 06070.

If you have any questions, please do not hesitate to call us. Thank you for your prompt attention to this matter.

17.10

LANDMARK PARTNERS November 19,2010

Dear Limited Partner,

We are pleased to share with you that Landmark Partners has entered into a strategic partnership with Religare Global Asset Management Inc., a U.S affiliate of Religare Enterprises Limited, a global financial services group. This decision to partner with Religare is the culmination of a careful thought process aimed at ensuring that the success and industry leadership of Landmark endures well into the future. Specifically, the partnership allows us to achieve three key objectives:

Broaden Landmark's ownership to include additional key senior professionals The transaction expands ownership of Landmark to include additional key senior professionals. The new management owners, as well as each of our existing management

. stockholders, have made long-term commitments to remain with Landmark in connection with this transaction, ensuring the stability of the organization for many years to come. Furthermore, a structure has been put in place to provide that equity ownership transitions to future generations of senior management leadership, as well. Going forward, current and future management partners and principals of Landmark will own a substantial portion of the firm, and thus align their interests with its success and the results delivered for you - our investors.

Investment processes and day-to-day operations remain unchanged Control of the investment process and investment decision authority, along with responsibility for day-to-day operations of Landmark, will continue upon completion of the transaction to reside with the people executing those responsibilities today. This is explicitly built into the governance terms of our partnership with Religare. No professional's functional responsibility, or investment committee's composition, will change as a result of the transaction. Religare is investing in Landmark's unique and specialized skill set, and expects to rely upon existing management's experience for many years to come.

Access to knowledge and relationships that improve our capabilities and our opportunities The private market classes continue to grow in size and geographic reach. The need to have more information, be in more places, and create access to key relationships are all accelerating. Meeting these needs is important to identifying and executing the highest value investment transactions. Religare's businesses today, and those included in its near and mid-term strategic plan, present an attractive platform for Landmark to leverage for the benefit of our investors today and in the future.

10 Mill Pond Lane, Simsbury, Connecticut 06070-2429 v(860) 651-9760 1(860) 651-8890 info@landmarkpartners.com

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Clearly. this is a watershed event in Landmark's development as an organization. We are pleased to achieve the three objectives outlined above in a single transaction with a single partner, and we believe it will lead to an extraordinary opportunity for our firm and for our investors. We could not be more excited, optimistic, and energized about our future. Over the course of the next several days and weeks, we also look forward to discussing the strategic relationship with you and answering any questions you might have. We expect to complete the transaction prior to year end.

Structural Aspects

Landmark Partners Inc. and its stockholders have entered into a Sale and Purchase Agreement with Religare Enterprises Limited, pursuant to which Religare has agreed to acquire approximately 55% of the outstanding equity interests in the business of Landmark. Those interests will be held in a new jointly-owned limited liability company, LandmarkPartners, LLC, which in addition to Religare's ownership, will be owned by the Landmark management team. The transaction will result in a change of control ofboth (i) Landmark Equity Advisors, LLC (the "Advisor"), the Landmark registered investment advisor subsidiary that provides investment advisory services to Landmark Equity Partners XIV, L.P. ("Fund XIV"), and (ii) such Advisor's affiliate, Landmark Partners XIV, LLC, the fund's general partner (the "General Partner"). The transaction will also result in greater than 51 % of the total voting interests in the General Partner being held indirectly by Religare.

Under the Investment Advisers Act of 1940, as amended, such a change of control is deemed to constitute an "assignment" of the advisory agreement between the Advisor and Fund XIV. This deemed "assignment" requires the consent of Fund XIV, and such consent has been provided on its behalfby the General Partner (a subsidiary of Landmark).

Your Approval and Consent Requested

Landmark requests that you execute the Approval and Consent to Transaction at the foot of this letter, and return it as promptly as possible to Tina St. Pierre via email in PDF form (tina.stpierre@landmarkpartners.com) or via fax (860.651.8890), with hard copy to follow: Tina St. Pierre, c/o Landmark Partners, 10 Mill Pond Lane, Simsbury, CT 06070.

Such consent will be deemed to have been obtained on behalf of Fund XIV upon Landmark's receipt of the Approvals and Consents of a majority-in-interest of the limited partners. The transaction is expected to be closed in December of2010, subject to the satisfaction of certain regulatory and other closing conditions.

Please do not hesitate to contact either of us with any questions or concerns regarding this exciting news. We very much appreciate your continued support, and look forward to serving you for years to come.

Sincerely,

"/d/f/ Timothy L. aviland President

10 Mill Pond Lane, Simsbury, Connecticut 06070-2429 v(860) 651-9760 j(860) 651-8890 info@landmarkpartners.com

17.12

Approval and Consent

The undersigned hereby approves and consents to the change of control of the Advisor and the General Partner resulting from the Transaction, including (i) the holding by Religare Enterprises Limited or its affiliates indirectly of in excess of 51 % of the total voting interests in each of the Advisor and the General Partner, and (ii) the deemed "assignment", within the meaning of the Investment Advisers Act of 1940, as amended, of the investment advisory agreement between the Advisor and Fund XIV resulting from such change of control.

Name of Limited Partner

By: _ Name: Title:

10 Mill Pond Lane, Simsbury, Connecticut 06070-2429 v(860) 651-9760 1(860) 651-8890 info@landmarkpartners.com

17.13

RESOLUTION NO. 09·11

RESOLUTION TO COMMIT FUNDS FOR RETIREMENT FUND AND RETIREE HEALTH BENEFITS FUND WITH LANDMARK EQUITY PARTNERS XIV, L.P. FUND

WHEREAS, the Water and Power Employe'es' Retirement Plan (WPERP) committed $30 million on August 16, 2006, to Landmark Equity Partners XIII (LEP XIII), a diversified private equity partnership that invests in private equity funds purchased on the secondary market (Resolution 07-12); and

. . WHEREAS, LEP XIII has generated positive returns for the WPERP portfolio with a net since inception internal rate of return (IRR) of 18.9% as of March 31, 2008; and

WHEREAS, at its regular meeting on January 16, 2008, the Board adopted the new asset allocation structure with the same strategic investment policy for both the Retirement Fund and the Retiree Health Benefits Fund (Resolution 08-49); and

WHEREAS, under the new asset allocation structure, the asset allocation for private equity was increased from 4% to 5% of the Plan's total portfolio; and

WHEREAS, on February 20, 2008, Pension Consulting Alliance (PCA) presented an annual review of the private equity markets and the private equity strategic plan to the

~~~~, ~.::.:.!:.;~. ?) Board as follows:

2008 Investment Plan Category Projections

Annual Commitment Target $80 million Number of Fund-of-Funds 3 to 4 Fund-of-Funds Commitment per Fund-of-Funds $20 to $50 million each Investment Sectors Buy-Out, Venture, Special Situations

and

WHEREAS, Landmark is currently raising funds for Landmark Equity Partners XIV, L.P. Fund (LEP XIV), which has the identical strategy as LEP XIII but with a larger targeted capital commitment of $2 billion in overall Limited Partner commitments; and

WHEREAS, PCA performed its due diligence review of the firm and found LEP XIV to be an attractive investment opportunity for WPERP; and

WHEREAS, PCA recommends that WPERP commit $30 million to the Retirement Fund and $5 million to the Retiree Health Benefits Fund with LEP XIV as part of the continued funding of the WPERP Board-approved allocation to the private equity asset class. --~

F\LE COpy 17.14

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NOW, THEREFORE, BE IT RESOLVED, the Retirement Plan Manager is hereby authorized to prepare and submit subscription documents for LEP XIV, pending legal

,review and, if the subscription is accepted by Landmark, to proceed with the implementation of funding the $30 million commitment to the Retirement Fund and $5 million commitment to the Retiree Health Benefits Fund with LEP XIV in accordance with the capital call notices received from Landmark.

I HEREBY CERTIFY, the foregoing is a full and correct copy of a Resolution adopted by the Board of Administration (Retirement Board), created by Section 1102 (b) of the City Charter of the City of Los Angeles, at its regular meeting held August 20, 2008.

Retirement Plan Manager

f\lE GOP~

'7.'5