SANTA BARBARA COUNTY EMPLOYEES RETIREMENT SYSTEM PRIVATE EQUITY INVESTMENT POLICY. I. Purpose. II. Strategic Objective

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1 SANTA BARBARA COUNTY EMPLOYEES RETIREMENT SYSTEM PRIVATE EQUITY INVESTMENT POLICY I. Purpose This ( Policy ) is designed to ensure that investment managers, consultants, and the Santa Barbara County Employees Retirement System ( SBCERS ) Board of Retirement ( Board ) and Staff ( Staff ) engage in prudence and reasonableness while investing the SBCERS Private Equity Program ( Program ). Additionally, adherence to this Policy should provide assurance that there is sufficient flexibility in managing the investment risks and returns associated with this segment of the Portfolio. The Program is designed to help meet SBCERS long-term investment goals through the identification and participation in private equity opportunities that are expected to generate relatively higher riskadjusted rates of return while also providing diversification of Program investments. The Board will engage a private equity specialist ("Consultant") to oversee and manage the Program. The Consultant shall serve in a fully discretionary capacity and is responsible for discretionary management and control of the assets allocated to the Program. So in this sense, the Consultant is also the investment manager of the Program. II. Strategic Objective The strategic objective of the Program is to develop a diversified private equity portfolio capable of achieving investment returns commensurate with Program targets. Private equity investments are expected to achieve attractive risk-adjusted returns and, by definition, possess a higher degree of risk with a higher return potential than traditional public market investments. They have a low correlation to other investment classes and therefore may contribute to enhancing the risk-returns of a total portfolio. Private equity investments shall be considered solely in the interest of the System s participants and their beneficiaries in accordance with applicable law, and shall be selected to accomplish the following: A. Enhance the System s performance result by generating strong long-term results B. Hedge against long-term liabilities C. Provide added diversification to the System s overall investment program III. Performance Objective and Benchmark Benchmarks are used as a point of reference for investors to assess the risk and performance of their own portfolio. More specifically, a benchmark is used to measure the opportunity cost of investing in an asset class, or the performance within an asset class compared to alternate investment choices. In either case, a benchmark should be a replicable index that provides a measurable alternative use of money for the current portfolio. The long-term (5-10 years) expected performance objective of the Program shall be the return of the Russell 3000 Index plus a 300 basis point risk premium net of fees. Use of the Russell 3000 Index reflects the opportunity cost of investing in alternative investments versus publicly traded common stocks. Given the nature of the asset class and the difficulty benchmarking shorter-term results, there may be significant deviations between Program results and benchmark performance over shorter time periods.

2 IV. Responsibilities and Delegations a. The Board shall from time to time approve and amend both this Policy and for investment of private equity assets, the Annual Strategic Plan ( Annual Strategic Plan ) as presented by the Consultant. In addition, the Board shall oversee the Program s performance and will act in a fiduciary capacity in the exercise of its duties. b. Staff shall: 1. Oversee day-to-day non-investment operations 2. Review Consultant s work for co-fiduciary breach of duty 3. Assist Consultant in making recommendations to the Board on written guidelines and policies 4. Coordinate on-going reporting to the Board 5. Review the Annual Strategic Plan as prepared by the Consultant and report to the Board c. Consultant shall: 1. Assist in the development and implementation of the Program 2. Conduct due diligence on investment opportunities under consideration 3. Acknowledge and act as an investment fiduciary to SBCERS 4. Prepare the Annual Strategic Plan and present such to the Board 5. Alert the Board and Staff of any changes or events that could negatively impact the Program 6. Issue quarterly performance reports (refer to section VI. General) 7. Notify Staff at least six (6) business days prior to the required funding of capital calls V. Investment Approaches and Parameters A. General Approach and Target Exposures The Private Equity Program, in total, is expected to be diversified by industry sector, vintage year, manager relationships, investment strategy and geographic location. The majority of investments will be made through primary partnership vehicles. However, the Program can opportunistically invest in fund of funds, which are known as efficient vehicles to gain diversified exposure to private equity investments. Additionally, the Program may pursue direct secondary investments or secondary focused fund of funds. The Consultant shall report to the Board prior to making any Fund-of-Funds or secondary investments if it has any relationship, including management of assets or receipt of compensation from such vehicles underlying investments. Industry Sector Consultant does not set specific targets for each industry; however, will closely monitor industry exposures and will adjust future commitments if concentration becomes particularly high in a given industry, which today, is not the case. Exposure to one industry is considered high at 25-30% of the overall portfolio. Page 2

3 Vintage Year Vintage Year diversification is essential to a successful, well-balance private equity program. Consultant seeks to maintain vintage year diversification for the Program through planned commitment pacing modeling which helps to obtain the target asset allocation for private equity. In order to avoid over-exposure to any one year or market cycle, Consultant will not invest more than 25% of total private equity commitments for the Program in a single year. Manager Relationships Consultant will continue to exercise due diligence in reviewing the entire private equity market for investment opportunities. However, in order to continue to build a concentrated portfolio, the number of manager relationships will be considered. The Program will maintain diversification by limiting exposure to one manager to a maximum of 25% of the total Program portfolio. Strategy The table below outlines Consultant s investment strategy target ranges and exposures for the Program. Investment Strategy Strategy Target Exposure Target Ranges Corporate Finance Buyout 60-70% Large/Mega 20-30% Sm all/mid 30-40% Special Situations 10-20% Distressed/Debt 10-15% Secondaries 0-10% Venture Capital/Growth Equity 5-15% Corporate Finance Buyout: Target range 60-70%. Consultant believes the buyout sector will continue to provide attractive risk adjusted returns over the public markets in the long run. Consultant seeks to commit prudently to existing, attractive managers in the large/mega space while positioning the Program to have a slightly greater exposure to the small/mid buyout subsector. Given the opportunities in the market, Consultant believes that the small/mid subsector will provide more attractive risk/return streams in the current environment (in part due to limited leverage for larger deals), while also capturing the growth of a recovering economy. Special Situations: Target range 10-20%. This sector primarily encompasses distressed focused strategies, other debt related products and secondaries. Economic downturn, dislocation in financial markets or uncertainty causing volatility can create an attractive opportunity for distressed investing. An example is the current market conditions, in Page 3

4 particular the ongoing macro-economic challenges in Europe, which present attractive opportunities for managers with the ability to complete acquisitions of distressed securities and/or companies. Secondary investments have been known to mitigate the j-curve as investments are purchased further along in the life cycle and reduce the negative impact of management fees. This dynamic should accelerate the pace and timing of distributions Venture/Growth Equity: Target range 5-15%. Consultant believes performance dispersion between top and bottom quartiles is the greatest in this investment strategy and as a result, fund access and selection are crucial to attractive returns. Consultant shall invest in venture capital opportunistically, with a focus on top tier and existing managers that target multi/later stage growth opportunities. Consultant may also consider a fund-of-funds vehicle in the venture strategy in order to gain access to top tier managers, using a diversified approach, while being mindful of potential additional layer of fees associated with the fund-of-funds. Growth investments are expected to yield attractive risk-adjusted returns as they tend to carry less risk than typical venture capital investments as companies within this strategy are generally more mature and more developed in nature. Geographic Exposure: The table below outlines HL s geographic target exposures for the Program. Geographic Target Exposure Geography Target Ranges North America 60-70% Europe 30-40% Asia 0-10% Rest of World ("ROW") 0-10% It is expected the Program will continue to remain focused primarily in North America. Consultant s macro and micro perspective focuses on a conservative approach to the Asia/Rest of World region. However, as global managers invest more in the Asia/Rest of World markets, this exposure will continue to grow. Country specific funds in Asia and Rest of World may be considered. However, country specific risks, both political and economical, will be closely evaluated during the due diligence process before making a commitment as investments in these markets could to carry a higher risk/reward profile. Page 4

5 Emerging markets may also present attractive investment opportunities and will be evaluated and considered for inclusion in the Program on an opportunistic basis. B. Specific Risk Parameters The Program will be exposed to specific risk parameters that are associated with investing in private equity, including, but not limited to: 1. Operating and Business Risk: Certain private equity investments entail above average operating and business risk. 2. Liquidity Risk: Private equity investments lack liquidity and typically have time horizons of 5-to 10 years. Secondary markets for such investments can be limited based on market conditions; and, often, there is an associated risk an investment would be sold for less than par if liquidated on the secondary market. 3. Structural Risk: Specific fundamental rights and protections are negotiated, which include mechanisms for taking remedial action. These basic protections may include specific termination provisions in partnership transactions or the removal of general partners. 4. Valuation Risk: Partnerships shall be evaluated to determine if the general partner employs an appropriate valuation discipline. C. Quality Control Processes The Consultant shall employ a quality control process to track investment performance, manage risk, and monitor Program efficiency. 1. Monitoring Portfolio Performance: Actual returns will be compared to the benchmark(s) as appropriate, and to the expected return for the investment. 2. Risk Control: Program standards are maintained through the following processes. a. Assessing the level of diversification in the portfolio on a continual basis, including the level of diversification across investment style, geographic distribution, industry concentrations, and across other ranges as appropriate. b. Assessing manager and investment vehicle business and operational risks. c. Documenting due diligence activities. 3. Process Monitoring: monitor transaction processing to insure timely decision-making and an effective process. D. Guidelines for Evaluating Proposals Proposed partnership opportunities shall be evaluated relative to their fit with the Program s Investment Policy. Page 5

6 E. Types of Investments Underlying partnerships held in the Program shall generally fall within the categories defined below. VI. General 1. Corporate Finance Buyout: Investments in leveraged buyouts, management buyouts, equity buyouts, employee buyouts, buy-and-build, other acquisition strategies and restructurings, and related uses of capital. 2. Venture Capital: Investments in relatively small, rapidly growing, private companies in various stages of development. 3. Growth Equity: Investments in established companies for the purpose of growing their businesses. 4. Special Situations: This includes all other types of investments, e.g., funds of funds, mezzanine strategies, active minority positions, governance strategies, industry specific strategies, and unconventional investments. 5. Distressed Debt: Debt or equity securities investments in troubled companies, under the assumption that the securities will appreciate in value following a restructuring of the company s obligations. This includes, but is not limited to, investments in companies that are insolvent or unable to pay their debts as they come due. This may include companies subject to the Bankruptcy Reform Act, specifically Chapter 7 (Liquidation) and Chapter 11 (Reorganization), and companies under-going restructurings outside of Bankruptcy Court. Positions can include both control and non-control in the acquired security. 6. Secondaries: This includes Secondary Fund of Funds or direct secondary purchases. Reporting A. Reports received from investment partners Consultant shall provide periodic reports to Staff (i.e. quarterly) from investment partners to facilitate monitoring. B. Monitoring Investments Consultant shall monitor individual partnerships as part of its process for monitoring the total portfolio. The Program should exhibit reasonable diversification across partnership types, vintage years, and economic sectors. C. Performance Investment performance of partnerships shall be assessed relative to the following areas: 1. Objectives established by the partnership 2. Risk undertaken 3. The long-term performance objective, with appropriate interpretation if applied to the short-term. Page 6

7 D. Function The Consultant acknowledges that it is a discretionary Fiduciary for those SBCERS assets which have been determined by the Board to be held in the Private Equity asset allocation, and also serves as investment manager over such assets. Page 7

8 VII. Glossary of Terms Corporate Finance/Buyout: Funds seeking to make controlling and non-controlling investments in established companies which have the potential to achieve greater value through improved performance. Fund-of-Funds: An investment vehicle which invests in other private equity partnerships. Industry Sector: Goldman Investment Criteria (GICs). Investment Category: Used to identify investments in one of the following categories: co/direct investments, fund-of-funds, primary funds, secondary fund-of-funds or secondary purchases. Investment Strategy: A sub-classification of a partnership s investment type, such as Co/Direct Investment, Corporate Finance/Buyout, Mezzanine, Real Estate, Special Situation, Venture Capital. Life Cycle Period: The current stage of a partnership depending on the percentage contributed to date. Life cycle periods are investment and realization. Mezzanine: An investment strategy involving the purchase of subordinated debt. These securities exist between the senior debt and equity of a holding s capital structure. Subordinated debt carries a lower level of risk than pure equity structures because they generate current income and have a more senior position in the company's capital structure. Net Internal Rate of Return ( IRR ): The discount rate that equates the net present value of the partnership s cash outflows with its inflows and residual value at the time of calculation. The calculation is net of management fees and the general partner s carried interest. Primary Fund: Defines when the investor acquired an interest in the partnership. Primary fund is the investment category when an investor participates in a closing at the inception of the partnership. Private Equity Partnership: A professionally managed pool of capital that generally invests in unlisted companies or securities. Common investment strategies include corporate finance/buyout, mezzanine, special situations and venture capital. Secondary Fund-of-Funds: A private equity vehicle formed to purchase active partnership interests from an investor. Secondary Purchase: A purchase of an existing partnership interest or pool of partnership interests from an investor. Special Situation: Partnerships that invest using a unique strategy. Examples include distressed and turnaround, industry focused and multi-stage partnerships. Total Exposure: Calculated by the summation of market value and unfunded commitments. Venture Capital: An investment strategy that provides start-up or growth capital to companies in the early stages of development. Venture investments generally involve a greater degree of risk, but have the potential for higher returns. Page 8

9 Vintage Year: The year in which a partnership makes its first capital call for an investment into a portfolio company/holding. Page 9

10 VIII. Effective Date This policy has been revised and approved and is effective as of October 24, Page 10