Attachment A

PRIVATE EQUITY CO-INVESTMENT ADVISOR QUESTIONNAIRE

TABLE OF CONTENTS

I. ORGANIZATION OF FIRM...... 3

II. PERSONNEL...... 5

III.CLIENT RELATIONSHIPS...... 7

IV.INVESTMENT HISTORY...... 10

V.INVESTMENT PHILOSOPHY, CAPABILITIES, AND OUTLOOK...... 11

VI.INVESTMENT Process:

STRATEGY ...... 14

Deal Flow...... 14

initial screening...... 16

investment evaluation & SELECTION...... 16

VII.INVESTMENT MONITORING...... 18

VIII.INVESTMENT REPORTING SYSTEM...... 18

IX.FIRM’S PERFORMANCE...... 19

X.REFERENCES...... 20

XI.OTHER...... 21

Exhibit 1--ALTERNATIVE INVESTMENT CLASSIFICATIONS...... 22

PRIVATE EQUITY CO-INVESTMENT ADVISOR QUESTIONNAIRE

Purpose

This questionnaire has been prepared to obtain responses to questions concerning the respondents’ capability to provide all services necessary to successfully manage a Co-Investment Program within LACERA’s Alternative Asset Program.

I.ORGANIZATION OF FIRM

  1. Name of Firm:
  2. Main Address:
  3. Address: Please indicate the address of the facility from which the respondent will operate.
  4. Contact Information: Please indicate the name, title, phone number, and fax number for your firm’s primary contact for LACERA’s private equity co-investment request for information (RFI).
  5. Other Office Locations:Identify other office locations, and indicate their primary purpose.
  6. Fiduciary Classification:

_____Bank

_____Insurance Company

_____Registered Investment Advisor (under Investment Act 1940)

_____Affiliate of Fiduciary (Name and Classification)

_____Other (please describe)

  1. Ownership Structure:

_____Corporation

_____Public

_____Private

_____Partnership

_____Sole Proprietor

_____Other (Please describe)

  1. Initial Operating Year:

Firm: ______

Affiliate: ______

Parent:______

  1. History of the Firm: Briefly summarize the history of your firm. Identify the initial year you or your firm provided co-investment consulting services to public pension plans. Detail the ownership structure of the firm and describe any changes to the ownership structure over the shorter of the last ten years or since inception of the firm.
  1. Organizational Chart: Provide a current functional organizational chart of your firm depicting the co-investment unit. Include your parent company, if any, subsidiaries, if any, and describe their primary lines of business. If your firm offers or manages multiple alternative assets funds, please include the funds on the firm’s organizational chart.
  2. Firm’s Lines of Business:List your firm’s lines of business and approximate contributions of each business to your organization's total revenue. If you are an affiliate or subsidiary of an organization, what percentage of the firm’s total revenue does your division generate?
  3. Recent Significant Developments: Within the past three years, have there been any significant developments in your organization (changes in ownership, personnel reorganization, new business ventures, etc.)? If so, please describe.
  4. Anticipated Near-Term Changes:Do you anticipate any near-term changes in your firm’s basic ownership structure or any significant changes in your firm? If so, please explain.
  5. Firm’s Investment Functions: Describe investment functions at your firm. Identify where your firm is expanding or contracting.
  6. Firm’s Future Business Plans: Describe your future business plans with regard to alternative investment management, specifically addressing the firm’s plans with respect to co-investment services. Discuss the total number of accounts and assets that will be accepted. Identify the plans for additions to professional staff in relation to growth of accounts or assets.
  7. Breadth of Private Equity Investing:Has the firm participated in private equity investments other than co-investments (e.g., investments in private equity funds or un-sponsored direct investments in private companies)? If so, please describe the nature and extent of these investments.
  8. Firm’s Co-Investment Program & Conflicts of Interests:Briefly describe the firm’s co-investment program. Describe how the co-investment group fits within the context of the firm. What conflicts of interests could exist between the co-investment group and other parts of the firm? Please detail any existing or potential conflicts between your consulting activities, services performed for other clients, personal investment activity, and other current or potential relationships. How are these potential conflicts, if any, managed?
  9. Registered Investment Advisor:Are you a registered investment advisor with the SEC? If so, please provide a copy of your most recent FORM ADV, part II.
  10. Business Litigation or Other Legal Proceedings:In the last three years, has your organization or any officer or principal been involved in any business litigation or other legal proceedings (including SEC actions or investigations) relating to your investment advisory activities? If so, please provide a brief explanation and indicate the current status. Also include an explanation of any complaints filed with or charges brought by any regulatory agencies.

II.PERSONNEL

  1. Co-Investment Staffing:Describe how you staff co-investment projects and/or accounts.
  2. Current Co-Investment Team: Provide the following information for your firm’s current team of co-investment professionals. Please add additional rows as necessary.

Name

/ Title / Role / Years With firm / Years of
Co-Investment
Experience / Number of Co-Investments Executed / Dollar Value of Co-Investments Executed / Percentage of Time Dedicated to Co-Investments / Academic Institution /

Degree

/
Year
  1. Proposed LACERA Co-Investment Team: Identify those professionals who will work directly on LACERA’s account and attach a brief biography and description of their current responsibilities, and their client assignments. Additionally, please provide biographies of all other co-investment team members and identify their client assignments.
  2. Workload Control Policies:What policies are in effect to control the workload as it relates to the number of clients serviced by each co-investment professional or account manager? Is there a limit on the number of accounts that a co-investment professional or account manager may handle?
  3. Current Proposed LACERA Co-Investment Team Workload:For the team members that are to manage LACERA’s co-investment program, please detail the amount of each member’s time to be devoted to co-investing and identify other uses of their time.

Name

/ Title / Role / Percentage of Time Dedicated to Co-Investments / Other Uses of Time
  1. Staff Technical or Specialized Personnel:Please list all technical or specialized personnel on staff (e.g., biomedical, economic, forensic accounting, geological, high technology, etc.).

  1. Professional Staff Turnover: Please indicate the turnover of professional staff over the past ten (10) years as follows (if none, please indicate). Please add additional rows as necessary.

1.Senior Management (Chairman, President, CEO, Division/Department Head, etc.)

Name / Position / Number of Co-Investments Executed / Dollar Value of Co-Investments Executed / Percentage of Time Dedicated to Co-Investments / Date Left (Month/
Year) / Reason Left / Current Employer / Replaced By / Replacement was a New Hire (Y/N)

2.Co-Investment Professionals

Name / Position / Number of Co-Investments Executed / Dollar Value of Co-Investments Executed / Percentage of Time Dedicated to Co-Investments / Date Left (Month/
Year) / Reason Left / Current Employer / Replaced By / Replacement was a New Hire (Y/N)
  1. Expected Co-Investment Team Departures: List any expected departures from the co-investment team. Please add additional rows as necessary.

Name / Position / Number of Co-Investments Executed / Dollar Value of Co-Investments Executed / Percentage of Time Dedicated to Co-Investments / Date Left (Month/
Year) / Reason for Departure / Potential Employer (Identified or N/A) / Projected
Replace-ment / Replacement to be a New Hire (Y/N)
  1. Anticipated Co-Investment Team Hires: List any hiring you expect to do for the co-investment team. Please add additional rows as necessary.

Name / Position / Current Employer / Years with Current Employer / Years of Co-Investment Experience / Number of Co-Investments Executed / Dollar Value of Co-Investments Executed / Percentage of Time Dedicated to Co-Investments / Projected Hiring Date (Month/
Year)
  1. Co-Investment Team Compensation Arrangements: Give a brief description of your firm’s compensation arrangements for co-investment professionals. Do they participate in equity ownership? If ownership is not available, is there a specific arrangement for sharing in the profits earned by the enterprise (e.g., salary, bonus, group/individual performance incentives, profit sharing, etc.)? What other incentives are provided to attract and retain top quality employees and co-investment professionals at your firm?

III.CLIENT RELATIONSHIPS

  1. Private Equity Clients: Please indicate the number of private equity consulting clients and discretionary private equity fund investment clients gained and/or lost for the periods listed below (excluding fund-of-funds, separate account clients, and commingled co-investment fund clients). If not applicable, please indicate “N/A” (not applicable) and move onto Section III.B.

Year / Number of Private Equity Clients Gained / Number of Private Equity Clients
Lost / Reason Account was Lost / Total Number of Clients at Year End
YTD
2004
2003
2002
2001
2000
  1. Current Co-Investment Clients: Provide the following information about clients for which your firm currently consults on an advisory basis or has discretionary management authority (excluding commingled co-investment clients or fund of funds with a co-investment allocation) for co-investment management services.

Name of Client / Client Type[1] / Co-Investment
Authorization
($ MM) * / Advisory/
Discretionary / Co-Investment Focus[2] / Partnerships/
Directs
e.g. Client 1 / Public / $200.0 / Advisory / All Private
Equity / Both
e.g. Client 2 / Corporate / $100.0 / Discretionary / Venture
Capital / Partnerships
e.g. Client 3 / Public / $200.0 / Discretionary / Buyout / Both
  1. Co-Investment Client Turnover: Please indicate the number of co-investment consulting clients and discretionary co-investment clients gained and/or lost for the periods listed below (excluding fund-of-funds with a co-investment allocation and commingled co-investment fund clients).

Year / Number of Co-Investment Clients Gained / Number of Co-Investment Clients Lost / Reason Account(s) was (were) Lost / Total Number of Clients at Year End
YTD
2004
2003
2002
2001
2000
  1. Fund-of-Funds: Please list and describe your firm’s history of fund-of-funds in the format provided below. For fund-of-funds with a co-investment allocation, please indicate the number and dollar amount of co-investments made.

Name of Fund / Focus of Fund / Year
Raised / # of Clients / Size of Fund / Invested to Date / # of Fund Investments / Co-Investment Allocation (Y/N) / # of Co-Investments / $ Amount of Co-Investments
  1. Co-Investment Funds: Please list and describe your firm’s history of co-investment funds in the format provided below.

Name of Co-Investment
Fund / Focus of Fund / Year Raised / # of Clients / Size of Fund ($ MM) / Invested to Date
($ MM) / # of Co-Investments
  1. Perceived Conflicts: For each of your firm’s relationships with or commitments to other co-investment clients, fund-of-funds with a co-investment allocation, and co-investment funds (highlighted in B, D & E above), explain why there is no actual or perceived conflict with providing co-investment services to LACERA. If there is a potential perceived conflict, please clearly explain why it is not an actual conflict and identify steps that have been/will be taken to ensure it does not become an actual conflict.
  2. Allocation Policy: How does your firm allocate co-investment opportunities between your separate account co-investment clients, the fund-of-funds with a co-investment allocation, and the co-investment funds that you manage? Describe how co-investment opportunities are allocated among clients and whether any clients or funds have preference or priority. Specifically, how would you manage conflicts of interest for deal flow allocation in the following situations:
  3. Co-investments in which both you and LACERA invest in the sponsor’s fund
  4. Co-investments in which only one party invests in the fund
  5. Co-investments in which neither you nor LACERA invests in the fund
  6. Commingled Co-investment Funds Allocation Policy: If your firm manages (or anticipates or has managed) any commingled co-investment funds, please indicate specifically how investment opportunities are (will be) allocated among co-investment advisory clients, discretionary clients and fund-of-funds (with co-investments allocation) and the co-investment funds and whether any clients or funds have preference or priority. Do prior relationships factor into your allocation policy? If so, how do they impact allocation policy and investment prioritization? If your firm maintains an investment queue, provide details on how the queue functions.
  7. Allocation Issues Resolved: If any clients or funds have or have had similar or overlapping co-investment strategies, please indicate specifically how any allocation issues have been resolved.
  8. Allocation Reports: If the firm currently reports to existing private equity and/or co-investment advisory clients, discretionary clients or fund-of-funds investors (with or without a co-investment allocation) on the results of the firm’s allocation process, please indicate the periodic basis such reports are generated (annual, quarterly, monthly or per occurrence) and provide a sample report.
  9. Fund Access – If the firm manages fund-of-funds (with or without a co-investment allocation), how would you manage the potential conflict of pursuing a co-investment in order to gain access to a manager’s next fund?
  10. Proposed Fee Schedule/Alignment of Interests: If your firm manages (or anticipates or has managed) any co-investment funds, please indicate how the firm’s proposed fee schedule (see Attachment C) has been or will be (with the introduction of the firm’s co-investment funds) structured so as to align the firm’s incentives with LACERA’s interests? How does the firm’s proposed fee schedule and compensation arrangements compete with the firm’s carried interest in its respective co-investment funds?
  11. Board Seats: Please list all co-investment portfolio companies in which the firm currently holds a board or board observer seat, and the name of the co-investment professional that holds such seat. Please identify the private equity Sponsor, the Sponsor’s Fund involved, and indicate if there is an overlap here with LACERA’s portfolio (see Attachment D).

Board Seats

Co-Investment Portfolio Company Board Seat / Co-Investment Professional / Benefiting Client, Co-Investment Fund, or FOF with Co-Inv. Allocation / Sponsor / Sponsor’s Fund / Percentage (%) of Board Meetings Attended / Overlap with LACERA’s Portfolio
(Y/N)
  1. Interaction within your firm and with LACERA: Describe how the co-investment team members will interact with the private equity fund investment activities of your firm and those of LACERA. How will the “information loop” work and benefit LACERA’s core private equity investment program?
  2. Sponsor Conflict: Describe the situations where the firm was in conflict with the sponsor of the transaction and how did you resolve the conflict.

IV.INVESTMENT HISTORY

A.Discretionary Investments: A minimum of three years investment history is required of the firm or new principalswho are about to join the firm and who will have an equity interest in the firm. If the latter, please provide a term sheet outlining the new principal’s compensation arrangement and economic interests in the firm or in the new venture.

  1. Private Equity Partnership Investments: Provide a listing of all discretionary private equity partnerships, commingled co-investments funds, “club” investment funds, and / or fund-of-funds (with an allocation available for co-investments) investments since inception of the firm, that your firm has or members of your firm have invested in or recommended. Provide a separate table for each category (partnerships, commingled co-investments funds, “club” investment funds, and/or fund-of-funds) in the format shown below.

Private Equity Partnership Investments

Partnership or Investment Vehicle Name / Date of Investment / Alternative Asset Sector[3] / # of Clients / Aggregate $ Amount Recommended
  1. Discretionary Portfolio Company Investments: Provide a listing of all discretionary direct investments[4] and co-investments[5] since inception of the firm, that your firm has invested in or recommended. For direct investments, please list any financial intermediaries or other relationships utilized as the “Sponsor”. If your firm sourced the transaction directly, please indicate your firm as the “Sponsor”. Provide a separate table for each category (direct investments and co-investments) in the format shown below.

Discretionary Portfolio Company Investments

Co-Investment Portfolio Company / Sponsor / Sponsor’s Fund / Sponsor’s Invested $ Capital / Date of Investment / Alternative Asset Sector[6] / # of Clients / Negotiated Minority Rights (Y/N) / Aggregate
$ Amount Recommended

B.Non-Principal Investment Experience: Describe other non-principal investment experience of the firm and that of the individual co-investment principals (e.g., corporate finance advisory experience, mergers and acquisitions advisory experience, institutional marketing, and commercial lending, etc).

V.INVESTMENT PHILOSOPHY, CAPABILITIES, AND OUTLOOK

A.Investment Philosophy – Alternative Investments & Co-Investments: Describe your firm’s philosophy regarding alternative investments with specific reference to co-investments. To the extent your firm manages one or more investment vehicles identified in Section IV above, please discuss your firm’s investment philosophy for each and comment on how each compliments or enhances the performance of the other. What significant factors does your firm believe influences the private equity market and co-investment opportunities?

B.Co-Investments – Portfolio Fit & Investment Policy: Discuss how you believe co-investments fit into a diversified alternative investments portfolio. Describe your approach to developing investment policies, objectives, and criteria for co-investments. What does your firm consider to be the crucial issues that must be addressed in a co-investment investment policy?

C.Risk and Expected Returns– Alternative Investments & Co-Investments: Discuss your firm’s opinion regarding the relationship between risk and expected returns for alternative investments, in general, and specifically in co-investments. What are you projecting the risk and returns to be for the next five, ten, and 20-year periods for co-investments?

D.Sector Experience & Capabilities: Briefly describe your firm’s experience and capabilities for each of the following alternative investment sectors:

  1. Venture Capital (qualify as early, mid, and late stage and growth equity)
  2. Leveraged Buyouts (qualify as small, medium, and large)
  3. Special Situations (turnaround, distressed, and restructuring funds and partnerships with an eclectic approach to investing, etc.)
  4. Mezzanine Capital, and
  5. International Private Equity

E.Sector Investment Philosophy & Outlook: Briefly describe your firm’s investment philosophy and market outlook for each of the above sectors and, specifically, on co-investment opportunities within each sector for which your firm has experience.

F.Portfolio Construction & Industry Diversification: Briefly describe your firm’s investment philosophy with respect to portfolio construction and industry diversification when considering co-investment opportunities. How does the firm handle industry concentration when faced with superior or highly appealing opportunistic co-investment opportunities that may cause the portfolio to become concentrated within a given industry sector?