10 Presentation by Pension Consulting Alliance - Third Quarter PrivateEquity Performance Report for Period Ending September 30, 2010

10

Los Angeles Department of Water and Power Employees’ Retirement Plan

Private Equity Program Performance Report

as of: September 30, 2010

Prepared by: Pension Consulting Alliance, Inc.

Presented:

February 23, 2011

2

Table of Contents Page

Program Overview 3 Private Market Overview 4 Evolution and Current Status of the Private Equity Program 10 Investment Performance 12 Portfolio Structure 15 Partnership Summaries 18 Summary 20

Appendix Tab A

Retirement Plan Tracking Schedule A-1 Fisher Lynch Venture Partnership II, LP (FL II) A-2 HRJ Special Opportunities II (U.S.), LP (SOF II) A-3

Landmark Equity Partners XIII, LP (LEP XIII) A-4 Landmark Equity Partners XIV, LP (LEP XIV) A-5 Lexington Capital Partners VI, LP (LCP VI) A-6 Lexington Capital Partners VII, LP (LCP VII) A-7 Oaktree Principal Fund V, LP (OPF V) A-8

Tab B

Health Benefits Fund Overview B-1 Health Benefits Fund Tracking Schedule B-2

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Program Overview

The Los Angeles Department of Water and Power Employees’ Retirement, Disability and Death Benefit Plan (the “Plan”) Private Equity Program (the “Program") consists of both fund-of-funds and one direct partnership investment as of September 30, 2010. The Program is relatively young as the initial commitments to two secondary market fund-of-funds were made in 2006 and only 52% of commitments have been drawn down. As private equity partnerships are long-term investments that are invested over several years, the Program is expected to continue to grow and evolve over time. Summary As of 9/30/2010, the Program had $176.0 million in commitments across seven partnerships. Subsequent to quarter end, two additional direct partnership commitments were made and closed in early 2011. Program commitments have been allocated 68% to secondary market fund-of-funds, 23% to primary market fund-of-funds, and 9% to a direct partnership investment. As of the end of the third quarter of 2010, $91.7 million in capital had been drawn down, $17.1 million in distributions had been made, and the Program had a reported value of $78.7 million. The net since inception internal rate of return (IRR) was 2.3% as of September 30, 2010, continuing to improve since year-end 2008.

Portfolio Summary (as of 9/30/2010) Partnership Type Vintage

Year Age Committed Capital

Invested Capital

Distributed Capital

Reported Value

Since Inception Net IRR

Peer Median

IRR1

Lexington VI

Secondary Fund-of-Funds 2006 4.3 yrs. $30 M $26.9 M $7.0 M $20.6 M 1.2% 0.5% Landmark XIII Secondary Fund-of-Funds 2006 3.8 yrs. $30 M $26.1 M $9.5 M $17.3 M 1.2% 0.5% HRJ SOF II Primary Fund-of-Funds 2008 2.6 yrs. $20 M $18.7 M $0.0 M $20.1 M 3.0% 4.8% FL VC II Primary Fund-of-Funds 2008 2.4 yrs. $20 M $6.5 M $0.0 M $6.0 M (6.9%) (12.3%) Landmark XIV Secondary Fund-of-Funds 2008 2.0 yrs. $30 M $2.5 M $0.5 M $2.3 M 6.7% (4.6%) Oaktree PF V Direct Partnership 2009 1.6 yrs. $16 M $4.4 M $0.1 M $4.6 M 9.0% NM Lexington VII Secondary Fund-of-Funds 2009 0.8 yrs. $30 M $6.7 M $0.0 M $7.7 M NM* NM Total Program --- --- --- $176 M $91.7 M $17.1 M $78.7 M 2.3% ---

* Investment activity is too early for meaningful results

The use of fund-of-funds has resulted in a highly diversified portfolio with exposure to more than 400 underlying private equity partnerships which have invested capital with in excess of 4,000 portfolio companies. Overall the Program is diversified across investment strategies, including buyouts (46%), special situations (32%), venture capital (20%), and growth capital (2%). Given the use of secondary market fund-of-funds, vintage year diversification has been increased with exposures to underlying partnerships dating back to the 1990’s. Approximately $91.7 million (52.1% of the Program’s committed capital) has been invested as of September 30, 2010. The Program’s reported value plus unfunded commitments ($84.3 million) represents an approximate allocation of 2.4% (approximately 2.9% including the two commitments that closed in early 2011) of the total Plan assets as of the end of the third quarter 2010. Given the unique cash flows of private equity partnerships, continued investment activity is required for the Plan to achieve its 5% target for private equity exposure over the long-term. However, attractive partnership selection should be emphasized rather than allocating capital to achieve target allocations. Therefore PCA continues to recommend remaining highly selective in this uncertain marketplace. 1 Source: Thomson Reuters, by comparable universe (All Private Equity, Buyout, or Venture) and vintage year.

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Private Equity Market Overview

Fund raising activity continued to decline through the calendar year of 2010. In 2010, approximately $86.3 billion in domestic commitments were raised down 16% from the $102.2 billion raised in 2009. Buyouts continued to lead fund raising activities in 2010 raising $53.3 billion of commitments, followed by venture capital at $11.6 billion, secondary and “other” at $8.8 billion, fund-of-funds at $6.4 billion, and mezzanine at $6.2 billion. Continued concerns and uncertainty from the economic crisis combined with inactivity in the capital markets (contributed to by a lack of available credit) resulted in many investors remaining idle on the commitment front.

Many industry participants are expecting an increase in fundraising activity in 2011. Given the challenging fundraising environment over the past couple of years, those firms that could delay returning to the marketplace have done so. It is believed that many groups will seek to raise capital this year as the economic environment has improved, portfolios have matured further, and institutional investors are expected to be more receptive of new commitments. In addition, the increased transaction/exit activity has provided signs of a recovering marketplace and the resultant distributions back to investors are easing allocation concerns. U.S. buyout deal volume increased in 2010 to $77 billion in transaction value during the year, up from only $39 billion in 2009. However, this activity remains well below the peak transaction levels of $137 billion and $475 billion for 2008 and 2007, respectively. Buyout transaction activity increased in the second half of 2010 as the economy appeared to be stabilizing and access to credit was improving. In addition, some believe that the potential for a higher capital-gains tax rate (which subsequently did not occur) motivated some sellers to complete transactions in 2010. The extension of the current capital gains rate may actually contribute to transaction activity for 2011 as sellers that did not transact in 2010 may still try and benefit from the existing rate. Add-on acquisitions represented the largest proportion of transactions in 2010, at 41%, according to “Buyouts.” In 2009, add-on acquisitions represented approximately 48% of buyout deals. Transaction activity between private equity firms also increased over the latest year. Historically, transactions between private equity firms have been reasonable under

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Commitments to U.S. Private Equity Partnerships

Buyouts Venture Mezzanine Secondary and Other Fund-of-funds

Source: Private Equity Analyst through December 2010

5

the circumstances, such as a smaller firm selling to a larger firm or a transaction where the purchasing firm has a particular area of expertise that is believed to position them to continue to add value. However, given the challenging environment, investors should be alert for transactions between private equity firms that may be completed to simply create liquidity and/or deploy capital. According to “Buyouts,” sponsor-to-sponsor transactions (also known as secondary buyouts) represented 11% of all control-stake transactions (based on the number of deals) in 2010, up from 4% in 2009.

Purchase price multiples (as represented by total enterprise value divided by earnings before interest, taxes, depreciation and amortization) declined from their 2007 peak and remain below prior highs, but have already rebounded to 8.5x as of year-end 2010, up from 7.7x in 2009. The current 8.5x purchase price multiple is above the ten-year average for the industry (7.9x). The initial decline in purchase price multiples can be attributed to valuations under pressure and the lack of available financing. However, many industry participants believe that the recent increase in purchase price multiples has been impacted by the significant amount of “dry powder” remaining in the industry combined with the approaching investment period termination causing general partners to feel pressured to deploy capital. In addition, debt financing for new deals improved throughout 2010, particularly for larger, fast-growing companies, potentially contributing to increased purchase price multiples.

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Disclosed U.S. Quarterly LBO Deal Value*

* total deal size (both equity and debtSource: Thomson Reuters Buyouts

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Portfolio companies acquired in the 2001 to 2004 time frame were purchased in an environment where the industry purchase price multiple was below the current average (i.e. a lower valuation environment). Conversely, the 2005 to 2008 time frame suggests a higher valuation environment for investment transactions. The influence of industry valuations at purchase is not absolute, but is commonly a material component of performance. Many industry participants are expecting an increased use of the IPO market for some of the larger buyout transactions completed over the last cycle. However, rather than using the IPO market as an immediate exit, it is expected that much of the proceeds will be used to pay down debt with limited distributions of cash back to investors. The average debt multiple has exhibited a similar pattern as the purchase price multiple, declining from a peak in 2007 to a recent low in 2009 and a rebound in 2010. The decline in average debt multiple from its peak resulted in an increase in the average equity component of a transaction to 46% in 2009 up from 31% in 2007. These dynamics resulted in more conservative capital structures for transactions completed in the recent environment. However, the equity component of a transaction has already declined to an average of 41% in 2010.

The private equity market has seen a re-emergence of dividend recaps in 2010, after virtually disappearing post credit bubble. In dividend recaps, private equity-owned companies borrow money to pay their investors. Recaps are proving attractive to equity sponsors as credit is becoming available and conventional exits remain challenging. There are differing opinions on the re-appearance of dividend recaps as some market participants view it as a sign of over-exuberance. These participants believe that companies should instead be conserving cash and borrowing capacity in order to increase market share and shareholder value, arguing that a more conservative capital structure approach would eventually provide higher returns to limited partners.

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Average Debt Multiples

Source: S&P LCD

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Venture capital investment activity increased throughout 2009 and 2010. Approximately $21.8 billion was invested across 3,277 transactions in 2010, up from $18.3 billion invested across 2,927 transactions in 2009. In comparison, approximately $28.0 billion was invested across more than 3,900 companies during 2008 and 4,000 companies attracted $30.5 billion of venture capital investment in 2007.

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Dividend Recap Loan Issuance

Source: Thomson Reuters LPC, Buyouts, PCA estimate

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Quarterly U.S. Venture Capital Deal Volume*

Source: Thomson Reuters* only includes equity portion of deal value

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Exit opportunities for venture-backed companies are showing signs of increased activity. In 2010, 422 venture-backed M&A transactions representing $18.4 billion in value were completed, well above the $13.6 billion in value invested across 273 transactions in 2009. Quarter-over-quarter activity was more volatile in 2009, but did exhibit a little more consistency in 2010. Venture-backed M&A activity exhibited a spike in the fourth quarter of 2009, totaling $8.9 billion transacted across 74 deals, but was not able to keep that quarterly pace in 2010 with the largest quarterly volume at $5.7 billion (in the fourth quarter of 2010).

Only eleven venture backed companies went public in 2009, raising $1.6 billion. IPO activity increased in 2010 as 45 venture-backed companies went public, raising $4.1 billion.

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Quarterly U.S. Venture Capital M&A Activity

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According to the Thomson Reuters’ U.S. Private Equity Performance Index as of 9/30/2010, recent private equity results remained strong with a one-year return of 15.3%. However, the latest three-year return is only slightly positive with a 0.1% return. The five-year and ten-year results are also disappointing on an absolute return basis, as the five-year period includes dampened results from the most recent economic crisis and the 10-year results include valuation declines associated with the dot com bubble. However, the 20-year performance is more in-line with long-term expectations despite the inclusion of the challenges over the latest 10-year period.

Source: Thompson Reuters

On an opportunity cost basis, domestic private market returns have outperformed versus the broad public market (as represented by the Russell 3000) over all periods evaluated. Private market returns have also performed well against Non-U.S. public markets (as represented by the MSCI EAFE) outperforming over all periods except for the latest ten-year period. Private market returns trailed smaller domestic equity stocks (as represented by the Russell 2000 Index) over the latest ten-year period. In aggregate, private market results have performed as expected, providing excess performance over the long-term in addition to providing diversification benefits.

Source: MPI Stylus, Thomson Reuters

Thomson Reuters' U.S. Private Equity Performance Indexas of September 30, 2010

Fund Type 1 Yr 3 Yr 5 Yr 10 Yr 20 YrSeed/Early Stage VC 2.3% -3.0% 0.5% -5.7% 24.8%Balanced VC 10.1% -0.9% 5.1% -0.2% 15.4%Later Stage VC 21.4% 4.1% 9.0% 0.7% 18.1%All Venture 9.6% -0.9% 3.8% -2.4% 19.2%Small Buyouts 0.5% -1.3% 1.6% 2.7% 12.1%Med. Buyouts 20.0% 3.1% 7.1% 3.3% 11.3%Large Buyouts 23.2% 3.4% 6.4% 3.3% 11.8%Mega Buyouts 17.4% -1.3% 3.9% 4.4% 7.2%All Buyouts 17.9% -0.5% 4.4% 4.1% 8.8%Generalist 21.2% 6.4% 13.3% 9.2% 9.3%All Private Equity 15.3% 0.1% 4.8% 2.5% 11.4%

Public Market Performance Comparision, as of September 30, 2010Fund Type 1 Yr 3 Yr 5 Yr 10 Yr 20 Yr

All Private Equity 15.3% 0.1% 4.8% 2.5% 11.4%Russell 3000 11.0% -6.6% 0.9% 0.1% 9.4%Russell 2000 13.3% -4.3% 1.6% 4.0% 10.3%MSCI EAFE 3.7% -9.1% 2.4% 3.0% 6.4%BC Aggregate 8.2% 7.4% 6.2% 6.4% 7.2%

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Evolution and Current Status of the Private Equity Program Program Evolution After adopting the Private Equity Investment Policy in December of 2005, the Plan focused on selecting appropriate investments for inclusion in the portfolio. As discussed in the investment policy, 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 investments. Fund-of-fund vehicles, investing in both the primary market and secondary market, shall be emphasized to create a diversified private equity portfolio. Initial commitments to the Program focused on secondary market fund-of-funds, given their unique characteristics. Secondary market fund-of-funds purchase established private equity interests from existing limited partners providing several attractive benefits to investors making their initial commitments to the asset class. Benefits include: i) capital is rapidly deployed to a diversified portfolio of assets (including across prior vintage years); ii) positions are commonly purchased at a discount to net asset value; iii) risks associated with “blind pools” (a risk that is typically present in primary fund-of-funds as commitments have yet to be made to specific partnerships) is reduced as capital has already been invested; and iv) return of capital to investors is significantly accelerated as investments are made in mature holdings that are closer to achieving liquidity. Additional commitments have been made to primary market fund-of-funds targeting “special situations” (i.e. distressed strategies) and venture capital. The Program’s first commitment to a direct partnership investment (Oaktree Principal Fund V) began investing capital during the first quarter of 2009. Subsequent to quarter end, two additional direct partnership commitments were approved and closed in early 2011. The chart below highlights the evolution of the Program in terms of quarterly cash flows and since inception IRRs at each quarter end. The Program is in the funding/portfolio construction stage as contributions (blue bars) represent the largest proportion of cash flows. The significant contribution amounts in the fourth quarter of 2006 and the first quarter of 2008 represent the initial funding of two opportunities that were materially invested when WPERP made its initial capital contributions, resulting in a relatively large cash flow. The initial distributions (green bars) beginning in 2007 represent the benefits of secondary market fund-of-funds that begin returning capital early in the partnership life cycle. These initial distributions, combined with a high valuation environment, produced strong IRRs for the Program early in its construction. The decline in the IRR in 2008 highlights the material valuation declines due to the economic crisis and the initial funding of the Program’s two primary market fund-of-funds. Investment activity and distribution activity declined throughout 2009. Distribution activity increased in 2010, as $4.5 million in distributions were returned to the Program during the first nine months. The net since inception IRR also increased throughout 2009 and into 2010 as valuations have improved.

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During the third quarter of 2010, the Program increased in value by $12.4 million. Approximately $10.9 million of capital was contributed to the Program during the quarter as Lexington Capital closed on a large transaction and represented the largest proportion of contributed capital during the quarter. Approximately $1.6 million was returned to the Program in the form of distributions while the underlying partnerships appreciated by $3.2 million, resulting in aggregate valuation of $78.7 million as of quarter end.

Current Status As of 9/30/2010, the Program had committed $176.0 million across two primary market fund-of-funds, four secondary market fund-of-funds, and one direct partnership. The Fund’s secondary funds-of-funds, which began investing in 2006, have drawn down $62.1 million in capital, distributed $16.9 million back to the Program, and had a reported value of $47.9 million. The near-term distributions back to the Program are representative of secondary market fund-of-funds that invest in mature private equity partnerships that are near the liquidity phase of their partnership life cycle. The Fund’s primary funds-of-funds began drawing capital in 2008 and have called $25.2 million in capital and had a reported value of $26.2 million. The direct partnership made its initial capital call during the first quarter of 2009, drawing down $4.4 million to date and had a reported value of $4.6 million as of September 30, 2010 while also returning $0.1 million of capital.

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IRR

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Program Quarterly Cash Flows and IRR

Contributions Distributions IRR

$66,228,897$10,880,148 $3,175,102 $78,674,496

$1,609,651

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Fund Portfolio Summary as of September 30, 2010

Secondary Fund-of-Funds

Primary Fund-of-Funds

Direct Partnerships Total Portfolio

# of Partnerships 4 2 1 7 Capital Committed $120.0 M $40.0 M $16.0 M $176.0 M Capital Contributed $62.1 M $25.2 M $4.4 M $91.7 M Unfunded Commitment $57.9 M $14.8 M $11.6 M $84.3 M Capital Distributed $17.0 M $0.0 M $0.1 M $17.1 M Reported Value $47.9 M $26.2 M $4.6 M $78.7 M Investment Multiple 1.0x 1.0x 1.1x 1.0x

Investment Performance This section examines the Program’s performance results from a variety of viewpoints, including: since inception internal rates of return, horizon IRR, contributions vs. reported values plus distributions, and current payback.

Performance: Since Inception IRR As of 9/30/2010, the Program’s since inception net IRR was 2.3% representing continued improvement from the 0.5% as of the second quarter 2010. Initially committing to secondary market fund-of-funds that invest in mature holdings that can return capital relatively rapidly initially minimized the “j-curve”, but the funding of the primary market fund-of-funds in 2008 combined with valuation declines at year-end 2008 has resulted in negative since inception performance results. Program results improved throughout 2009 and continue to exhibit an upward trend in the nine months of 2010 as valuations have increased and distribution activity has picked up.

The chart above represents the total Program’s net IRR at multiple points in time since the Program’s inception (June of 2006). The Program’s absolute return performance objective over the long-term is a 15% net of fees internal rate of return, since inception.

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Private Equity Program Performance

Net Since Inception IRR

Long-Term Target Range

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Performance: Horizon IRR To compare performance across shorter time periods relative to policy benchmarks, PCA calculated customized “cash flow adjusted” benchmark returns. The actual cash flows (contributions and distributions) of WPERP’s private equity portfolio are assumed to be invested in the policy benchmarks on a monthly basis to arrive at a comparative performance measurement. As highlighted in the table below, the WPERP portfolio has underperformed the public market proxy (Russell 3000 Index plus 300 basis points) over all periods evaluated. Underperformance relative to the public market proxy has been driven, in large part, by the strong rebound in the public markets in late 2009 and 2010. In addition, the Program has not been able to overcome the 300 basis point premium to the public markets, given the immaturity of the underlying partnerships.

Cash Flow Adjusted Benchmark Comparison: periods ending 9/30/10 One-Year Two-Year Three-Year Since Inception* WPERP Portfolio 15.3% 3.7% 0.4% 2.3% Russell 3000 Index + 300 bps 15.6% 10.2% 2.9% 4.4% Cambridge Custom Benchmark** 16.5% 4.6% 2.0% 4.1% *initial capital call made in June of 2006 **The Cambridge Custom Benchmark began in Q4 2006 with the Russell 3000 + 300 bps benchmark utilized for Q3 2006.

The Portfolio also underperformed the Cambridge Custom Benchmark (the Cambridge Associates PE/VC Blended Index at an 85%/15% mix) over all periods evaluated. The initial years of funding of the Program has dampened results relative to the more mature holdings in the Cambridge Custom Benchmark. Contributions vs. Reported Value plus Distributions Another way to view a program’s progress is to examine the contributions, distributions, and reported value of a portfolio. Given the nature of private market investing, it is not uncommon for contributions to exceed distributions and reported value as investments are initially held at cost and management fees are assessed early in the partnership. The Program’s initial commitments had provided an attractive start as distributions combined with reported value of investments exceeded contributions through the calendar year 2007. However, funding of the primary market funds-of-funds and valuation declines at year-end 2008 resulted in an investment multiple below 1.0x. As of 9/30/2010, the Program had an investment multiple of 1.04x. The following chart portrays the historical trend of these since-inception components.

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Current Payback An additional metric that PCA examines as a measure of private market progress is the payback. This measure highlights the amount of distributions made to the limited partners as a function of contributions.

This measure is relatively high (at 18.7%) given the portfolio’s immaturity, but this is representative of secondary market fund-of-funds that return distributions back to investors more rapidly than traditional private equity partnerships. However, new commitments that are expected to have longer paybacks will decrease the payback as capital is drawn down. The decline of exit activity across the private equity industry in 2009 slowed distributions from the Program’s secondary market fund-of-funds, reducing the payback measure but distribution activity increased in 2010. Performance Summary The Program’s initial commitments to secondary market fund-of-funds performed well and had avoided the “j-curve.” However, the funding of the primary market fund-of-funds in 2008 combined with valuation declines at year-end 2008 resulted in negative since inception performance results. Performance improved over the twelve months of 2009 and the first nine months of 2010 and is currently at 2.3%, as represented by the net since inception IRR.

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Portfolio Structure This section examines the Program’s portfolio structure and diversification from a variety of viewpoints, including: number of holdings, investment structures, sector exposures, and vintage year diversification. Holdings Diversification The Plan’s initial commitments to secondary market fund-of-funds are providing “core” exposures as they are highly diversified across partnerships and number of underlying holdings. As of 9/30/2010, LEP XIII held interests in 136 partnerships and 1,000 underlying portfolio companies. LCP VI held interests in 321 partnerships representing more than 3,000 underlying portfolio companies. LEP XIV, which had called only 8% of committed capital as of quarter-end, held interests in 65 partnerships and 782 underlying portfolio companies. LCP VII, which had an active third quarter of 2010, has drawn 22% of commitments to date and has exposure to 186 partnerships to date. HRJ SOF II is diversified across nine special situation partnerships while Fisher Lynch Venture Fund II has committed to 16 venture capital partnerships to date. Investment Structure Exposures As of 9/30/2010, the Fund’s portfolio is invested across primary market fund-of-funds, secondary market fund-of-funds, and one direct partnership. Secondary market fund-of-funds represent the largest proportion of reported value at 61%, followed by primary market fund-of-funds at 33% while the direct partnership represents 6%.

Including unfunded commitments as of September 30, 2010, the total exposure (market value plus unfunded commitments) changed slightly. Secondary market fund-of-funds exposure increased to 65%, the direct exposure increased to 10%, while primary market fund-of-funds decreased to 25% of the total exposure.

Direct Partnerships

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33%

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61%

Investment Structure Diversification: market value

16

Segment Exposures Based on reported value, the Plan’s portfolio is diversified across buyout (46%), special situations (32%), venture capital (20%), and growth capital (2%).

These exposures are an aggregation of the underlying partnerships within the secondary market fund-of-funds as defined by each of the firms, while HRJ SOF II and Oaktree Principal Fund V are entirely categorized as special situations (i.e., distressed) and Fisher Lynch Venture Fund II as venture capital. Sector diversification is expected to be maintained as the Plan’s current partnerships continue to invest capital and additional primary market fund-of-funds are added to the Program and begin funding.

Direct Partnerships

10%

Primary fund-of-funds

25%

Secondary fund-of-funds

65%

Investment Structure Diversification: total exposure

Buyout46%

Special Situations

32%

Venture Capital20%

Growth Capital2%

Sector Diversification: market value

17

Geographic Diversification Based on reported value, the Plan’s portfolio is diversified across geographies, including North America (73%), Europe (19%), Asia (1%), “Rest of World” (ROW) at 1%, with 6% “Not Classified”.

The geographic classification is primarily based on the location of the underlying partnership and therefore the exposure to North America may be somewhat overstated. For example, a fund may be classified as North America since the fund is located in the U.S. and emphasizes U.S. transactions, but may also have some transactions outside of the U.S. Vintage Year Diversification Due to the Plan’s initial commitments to secondary funds, the Program is diversified across vintage years with meaningful exposures beginning in the 2000 vintage year. Going forward, commitments are expected to continue to be diversified across vintage years to gain exposure to investments made at varying points of an economic cycle.

However in some secondary transactions where new investment vehicles are created, a specific vintage year (i.e. 2007) is applied even though the underlying partnerships are actually diversified across a broader spectrum of vintage years. This, in addition to the fact that all but one of HRJ SOF II’s partnerships have a 2007 vintage year, primarily accounts for the significant exposures to the 2007 vintage year. The Plan’s renewal commitments to Landmark Equity Partners and Lexington Capital Partners are expected to provide additional exposure to partnerships emphasizing the vintages in the 2003 to 2006 time period while the commitment to Oaktree Principal Fund V will provide exposure to the 2009 vintage year. The two pending direct partnership commitments will provide exposure to the 2010 vintage. As the Program matures and evolves there are expected to be variations in vintage year exposure, but the primary goal is to gain exposure across multiple years and the Program has successfully achieved this diversification to date.

North America 73%

Europe 19%

Asia 1%

ROW 1%

Not Classified 6%

Geographic Diversification: market value

$0

$5

$10

$15

$20

$25

$30

$35

pre-99 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Mill

ions

Vintage Year Diversification

Reported Value

18

Portfolio Structure Summary As of September 30, 2010, approximately 52% of the Plan’s committed capital had been invested and the Program has developed a diversified portfolio of underlying private equity investments. The secondary market commitments have provided the desired diversification benefits (including sector, geography, manager, holdings, and vintage year) to date and are expected to continue to provide these diversified exposures as the remaining commitments are drawn down and invested. These positions represent attractive core holdings that should allow the Plan to opportunistically commit capital to additional segments. Partnership Summaries The Program’s underlying partnerships are at various stages of their respective investment cycles and longer-term results are expected to be impacted by varying factors. The following table and discussion is intended to provide additional insights into the progress and longer-term outlook for each of the underlying partnerships.

Partnership Status Update Partnership/

Vintage Sector/ Type Commitment % Invested/

Returned Investment

Multiple Progress Note

LCP VI / 2006

Diversified/ Secondary fund-of-funds

$30 M 90%/26% 1.0x Significantly invested. Long-term results will be driven by the return of exit opportunities in the marketplace and the associated valuations achieved. Distribution activity has increased in 2010.

LEP XIII / 2006

Diversified/ Secondary fund-of-funds

$30 M 87%/37% 1.0x Significantly invested. Long-term results will be driven by the return of exit opportunities in the marketplace and the associated valuations achieved. Distribution activity has increased in 2010.

SOF II / 2008

Distressed/ Primary fund-of-funds

$20 M 93%/0% 1.1x Significantly invested. Valuations have rebounded from declines experienced in the economic downturn. Long-term returns to be driven by managers’ ability to implement their respective distressed/restructuring investment strategies.

FL II / 2008

Venture/ Primary fund-of-funds

$20 M 33%/0% 0.9x Early in the investment cycle. Capital has been committed to underlying partnerships that will draw down capital over multiple years. An extended “j-curve” is expected due to the focus on venture capital partnerships that invest in less mature companies. Performance has been trending upwards, possibly signaling an exit from the “j-curve”.

LEP XIV / 2008

Diversified/ Secondary fund-of-funds

$30 M 8%/18% 1.1x Early in the investment cycle. Transaction activity was slow in 2009 as buyer/seller pricing was out of equilibrium. Secondary market activity has increased in 2010 as pricing has come more into equilibrium with an increase in bid pricing.

19

Partnership/ Vintage

Sector/ Type Commitment % Invested/

Returned Investment

Multiple Progress Note

OPF V / 2009

Distressed/ Direct

$16 M 28%/3% 1.1x Early in the investment cycle. The rebound in debt pricing is believed to have slowed investment activity. However, capital is expected to be deployed in an attractive/opportunistic environment.

LCP VII / 2009

Diversified/ Secondary fund-of-funds

$30 M 22%/0% 1.2x Early in the investment cycle. Transaction activity was slow in 2009 as buyer/seller pricing was out of equilibrium. Secondary market activity has increased in 2010 as pricing has come more into equilibrium with an increase in bid pricing.

Lexington Capital Partners VI, L.P. (LCP VI) LCP VI is a secondary market fund-of-funds that is a highly diversified portfolio of mature private equity holdings. The delay of exit activity in 2009, combined with prior valuation declines, dampened performance results from previous highs. Longer-term results will be impacted by the timing of exits and the valuation at exit. Given the highly diversified nature of the portfolio, ultimate results will be significantly impacted by the overall recovery of the private equity markets. Landmark Equity Partners XIII, L.P. (LEP XIII) LEP XIII is a secondary market fund-of-funds that is a highly diversified portfolio of mature private equity holdings. The delay of exit activity in 2009, combined with prior valuation declines, dampened performance results from previous highs. Longer-term results will be impacted by the timing of exits and the valuation at exit. Given the highly diversified nature of the portfolio, ultimate results will be significantly impacted by the overall recovery of the private equity markets. HRJ Capital Special Opportunities II (U.S.), L.P. (SOF II) SOF II is a primary market fund-of-funds focused on special situation (i.e. distressed strategies). SOF II’s investment strategy is opportunistic given the current economic climate, but commitments were made prior to the economic downturn and capital was deployed in a higher valuation environment. SOF II experienced material unrealized declines in late 2008, but has rebounded through 2009/2010 and is now in positive territory. Long-term results of SOF II will be significantly impacted by the underlying partnerships ability to manage their investments through this difficult environment. The strategy and focus of the underlying investment strategies are well positioned to attractively manage the existing portfolio of assets. HRJ Capital implemented an “over-commitment” strategy in the construction of its fund-of-funds and became overextended in 2008 with commitments to general partners significantly outweighing commitments from limited partners, as the fund raising environment became very difficult. This led the partners to seek additional capital sources to resolve the situation. On July 15, 2009, HRJ Capital sold specific assets of HRJ Capital to Capital Dynamics, a private equity manager headquartered in Switzerland. Capital Dynamics has taken over the management of SOF II. CD HRJ SO II GP L.P is the new General Partner post closing and an over-commitment status remained as of the end of the third quarter 2010. PCA understands that subsequent to quarter end, material non-recallable distributions were received from underlying funds (primarily Avenue Special Situations Fund V and OCM Opportunities Fund VIIB). PCA has also been told that the general partner is in the process of determining a comfortable level of distribution to make to investors around the end of February 2011 and to communicate the Fund status.

20

Fisher Lynch Venture Fund II (FL II) FL II is a primary market fund-of-funds focused on the venture capital sector that has committed capital to 16 underlying partnerships. FL II is early in the fund’s life cycle and is investing capital in an attractive valuation environment and is expected to benefit from an economic recovery over the longer-term. Given the nature of venture capital investments that target immature portfolio companies, particularly through a fund-of-funds environment, FL II is expected to exhibit results in the “j-curve” (i.e. negative since inception IRR) for an extended period of time. Landmark Equity Partners XIV, L.P. (LEP XIV) LEP XIV is a secondary market fund-of-funds that began investing capital in 2008. Investment activity was slow in 2009 as buyer/seller pricing was out of equilibrium. LEP XIV is early in its investment cycle and is expected to be investing capital in an attractive environment for secondary market transactions, enhancing the prospects for longer-term results. Oaktree Principal Fund V (OPF V) OPF V is a direct partnership implementing a distressed debt-for-control investment strategy. The Fund began investment activities in early 2009 and is expected to benefit from an uncertain economic environment. Lexington Capital Partners VII, L.P. (LCP VII) LCP VII is a secondary market fund-of-funds that made its initial capital call in December of 2009 (primarily for fees and expenses). Since LCP VII is early in its investment cycle, it is expected to be investing capital in an attractive environment for secondary market transactions, enhancing the prospects for longer-term results. Investment activity has materially increased in 2010 as LCP VIII has drawn down 22% of committed capital. Summary As of 9/30/2010, seven commitments totaling $176 million had been made, resulting in $91.7 million in contributed capital, $17.1 million distributed back to the Plan, and $78.7 million in reported value. Overall, the Program has generated a net since inception IRR of 2.3% as of September 30, 2010. Approximately 52% of the Program’s committed capital has been called down as of the end of the third quarter 2010. The Program’s reported value ($78.7 million) plus unfunded commitments ($84.3 million) represents an approximate allocation of 2.4% of the total Plan as of 9/30/2010. Including the two direct partnership commitments that closed in early 2010 (representing $29.5 million of commitments), the Program’s total reported value plus unfunded commitments represents approximately 2.9% of the total Plan as of the end of the third quarter 2010. The Program’s emphasis on fund-of-funds, particularly secondary market fund-of-funds, has resulted in the formation of a highly diversified portfolio across investment strategy, manager, and vintage year.

Los Angeles Water Power Employees' Retirement Plan Private Equity Tracking Schedule

Date of Total Actual Total Rpt. ValueAs of: Investment Initial Age Capital Contribution Percent Remaining Distribution Reported Plus Net9/30/2010 Group Focus Investment (Years) Committed to Date Invested Contribution to Date Value Rem. Contr. Multiple IRR

InvestmentsLexington Capital Partners VI Secondary Diversified Jun-06 4.3 30,000,000 26,867,760 89.6% 3,132,240 7,017,145 20,555,879 23,688,119 1.0x 1.2%Landmark Equity Partners XIII Secondary Diversified Nov-06 3.8 30,000,000 26,094,131 87.0% 3,905,869 9,530,987 17,299,342 21,205,211 1.0x 1.2%HRJ Capital Special Opportunities II Primary Distressed Mar-08 2.6 20,000,000 18,700,000 93.5% 1,300,000 0 20,134,333 21,434,333 1.1x 3.0%Fisher Lynch Venture Fund II Primary Venture Capital May-08 2.4 20,000,000 6,490,000 32.5% 13,510,000 0 6,019,365 19,529,365 0.9x -6.9%Landmark Equity Partners XIV Secondary Diversified Sep-08 2.0 30,000,000 2,490,000 8.3% 27,510,000 452,377 2,349,611 29,859,611 1.1x 6.7%Oaktree Principal Fund V Direct Distressed Debt Feb-09 1.6 16,000,000 4,400,000 27.5% 11,600,000 139,397 4,601,124 16,201,124 1.1x 9.0%Lexington Capital Partners VII Secondary Diversified Dec-09 0.8 30,000,000 6,677,205 22.3% 23,322,795 0 7,714,842 31,037,637 1.2x NM

Established Portfolio* 4.1 60,000,000 52,961,891 89.6% 7,038,109 16,548,132 37,855,221 44,893,330 1.0x 1.2%Total Portfolio 2.6 176,000,000 91,719,096 52.1% 84,280,904 17,139,906 78,674,496 162,955,400 1.0x 2.2%* over three years old

Alternative Inv. subtotals:Primary Fund of Funds 40,000,000 25,190,000 63.0% 14,810,000 0 26,153,698 40,963,698 1.0xSecondary Fund of Funds 120,000,000 62,129,096 51.8% 57,870,904 17,000,509 47,919,674 105,790,578 1.0xDirects 16,000,000 4,400,000 27.5% 11,600,000 139,397 4,601,124 16,201,124 1.1x

% in Primary Fund of Funds 23% 27% 18% 0% 33% 25%% in Secondary Fund of Funds 68% 68% 69% 99% 61% 65%y% in Directs 9% 5% 14% 1% 6% 10%% in Private Equity 2.6% 1.4% 1.3% 1.2% 2.4%

Total Fund Value: $6,681,078,552 Long-Term Target 5.0% 5.0% 5.0% 5.0% 5.0%

difference in % -2.4% -3.6% -3.7% -3.8% -2.6%difference in $ (158,053,928) (242,334,832) (249,773,024) (255,379,432) (171,098,528)

A-1

Fisher Lynch Venture Partnership II, L.P.

Investment StrategyFisher Lynch Capital invests in venture capital partnerships (10 to 15 firms) focusing on making venture capital investments primarily in information technology and life sciences companies. The targeted venture funds are based, chiefly, in the U.S. The Fund targets outstanding returns by adhering to the following objectives: investing with the leading private equity venture capital firms that have demonstrated historically successful investment performances, judicious diversification of the Fund’s portfolio, and by continuing the use of a rigorous investment process.

Investment Review Portfolio Profile

Reported Value 6,019,365$ # of partnerships: 16Distributions 0$

Top 10 Portfolio Investments Vintage FocusAmount Contributed 6,490,000$ Original commitment 20,000,000$ Accel Growth Fund, LP 2008 Venture CapitalRemaining to be invested 13,510,000$ Lightspeed Venture Partners VIII, LP 2008 Venture CapitalAge of fund (in years) 2.4 Austin Ventures X, LP 2008 Venture CapitalInternal rate of return to date -6.9% Khosla Ventures III 2009 Venture CapitalTotal Value Multiple 0.9X Redpoint Ventures III, LP 2006 Venture CapitalPercent of capital returned 0% U.S. Venture Partners X, LP 2008 Venture CapitalTime to full payback (in years) no distribs. made Kleiner Perkins Caufield & Byers XIII 2008 Venture Capital

Versant Venture Capital IV, LP 2008 Venture CapitalFund Profile New Enterprise Associates 13, LP 2008 Venture Capital

WPERP Initial Investment May-08 Kleiner Perkins Caufield & Byers XII 2006 Venture CapitalTarget termination date Dec-19Target termination date Dec-19General Partner Recent Activity: Fisher Lynch GP II, LP Called $3.5 million in capital from investors in the third quarter of 2010Investment strategy Primary (Venture)Market Value of Partners Capital 24,648,738$ Partners Capital in Cash 621,154$ Total capital contributed 26,280,978$ Total capital commitment target 125,000,000$ General Partner's contribution (% tot.) 1.0%WPERP % ownership 16.0%

Portfolio Cash Flows General Partner Compensation

Annual Mgmt. Fee:1% of aggregate commitments during the investment periodthereafter reduced at a rate of 10% per year

Distribution priority:100% to LPs until return of contributed capital plus 8% preferred return5% carried interest allocation after achieving 8% IRR10% carried interest allocation after achieving 20% IRR

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-2

HRJ Special Opportunities II (U.S.), L.P.

Investment StrategyThe Fund contructed a portfolio of special opportunities fund managers who have the expertise to pursue unique transactions during periods of instability and distress, as well as having the expertise to pursue more traditional buyout related private equity transactions during more stable periods or periods of growth. These transactionscommonly include turnaround-oriented transactions and distressed investments.

Investment Review Portfolio Profile

Reported Value 20,134,333$ # of partnerships: 9Distributions 0$

Top 10 Portfolio Investments Vintage FocusAmount Contributed 18,700,000$ Original commitment 20,000,000$ Avenue Special Situations Fund V, LP 2007 Non-ControlRemaining to be invested 1,300,000$ Wayzata Opportunities Fund II, LP 2007 Control/OpportunisticAge of fund (in years) 2.4 Wexford Partners 11, LP 2007 Control/Hard AssetsInternal rate of return to date 3.0% OCM Opportunities Fund VIIb, LP 2007 Non-ControlTotal Value Multiple 1.1X Fortress V, LP 2007 Control/Hard AssetsPercent of capital returned 0% Sun Capital Partners V, LP 2007 ControlTime to full payback (in years) no distribs. made OCM Opportunities Fund VII, LP 2007 Non-Control

H.I.G Bayside Debt & LBO Fund II 2008 ControlFund Profile Fortress Co-Investment, LP 2007 Control/Hard Assets

WPERP Initial Investment Mar-08Target termination date Dec-19Target termination date Dec-19General Partner Recent Activity: CDHRJ SO II GP, L.P. PCA understands that subsequent to quarter end, material non-recallable distributions were Investment strategy Primary (distressed) received from underlying funds (primarily Avenue Special Situations Fund V and OCM Market Value of Partners Capital 151,797,342$ Opportunities Fund VIIB). PCA has also been told that the general partner is in the process Partners Capital in Cash 12,824,284$ of determining a comfortable level of distribution to make to investors around the end ofTotal capital contributed 142,129,327$ February 2011 and to communicate the Fund status.Total capital commitments 153,976,916$ General Partner's contribution (% tot.) 1.0%WPERP % ownership 13.0%

Portfolio Cash Flows General Partner Compensation

Annual Mgmt. Fee:0.9% of aggregate commitments40% of management fees will be deferred during "over-commitment" status

Distribution priority:Distributions can be recycled while an over-commitment status remains.Then, 100% to LPs. After return of contributions and a 10% preferred return, 100% to GP "catch-up" at 5%. Thereafter, 95% to LPs and 5% to GP

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-3

Landmark Equity Partners XIII, L.P.

Investment StrategyLandmark XIII acquires interests in established private equity investments through secondary market transactions. The Partnership has assembled a diversified portfolio of private equity interests with the objectives of achieving superior returns at lower risk for this asset class and generating early cash distributions back to investors.

Investment Review Portfolio Profile

Reported Value 17,299,342$ # of partnerships: 136Distributions 9,530,987$

Top 10 Portfolio Investments Vintage FocusAmount Contributed 26,094,131$ Original commitment 30,000,000$ Royalty Pharma US Partners I 1997 ExpansionRemaining to be invested 3,905,869$ Vision Capital Partners VI, LP 2006 BuyoutAge of fund (in years) 3.8 Landmark Acquisition Fund II, LLC 2007 DiversifiedInternal rate of return to date 1.2% MP II Preferred Partners, LP 2008 DistressedTotal Value Multiple 1.0X Landmark Portfolio Advisors Fund I, LLC 2006 DiversifiedPercent of capital returned 37% VCAF LP 2007 DiversifiedTime to full payback (in years) 6.7 Liberty Partners II 2005 Buyout

American Capital Equity II 2007 DiversifiedFund Profile Parish Opportunities Fund, LP 2007 Diversified

WPERP Initial Investment Nov-06 Hunt Ventures Fund I 2004 Venture CapitalTarget termination date Nov-19Target termination date Nov-19General Partner Recent Activity: Landmark Partners XIII, LLC Called $4.0 million in capital from investors in the third quarter of 2010Investment strategy Secondary Distributed $22.4 million back to investors during the third quarter of 2010Market Value of Partners Capital 737,665,993$ Partners Capital in Cash 2,125,414$ Total capital contributed 1,037,665,993$ Total capital committed 1,194,454,545$ General Partner's contribution (% tot.) 1.0%WPERP % ownership 2.5%

Portfolio Cash Flows General Partner Compensation

Annual Mgmt. Fee:of aggregate commitments: 0.5% in year 1, 0.75% in year 2, and 1.0% years 3-71.0% of reported value thereafter.

Distribution priority:100% to LPs for primary investments After return of capital and 8% preferred return, 90% to LPs and 10% to GPs for secondaries

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-4

Landmark Equity Partners XIV, L.P.

Investment StrategyLandmark XIV is acquiring interests in established private equity investments through secondary market transactions. The Partnership is expected to assemble a diversified portfolio of private equity interests with the objectives of achieving superior returns at lower risk for this asset class and generating cash distributions to its partners early in the Partnership’s life cycle.

Investment Review Portfolio Profile

Reported Value 2,349,611$ # of partnerships: 65Distributions 452,377$

Top 10 Portfolio Investments Vintage FocusAmount Contributed 2,490,000$ Original commitment 30,000,000$ MP Preferred Partners II 2008 Distressed DebtRemaining to be invested 27,510,000$ Landmark Acquisition Fund III, LP 2009 DiversifedAge of fund (in years) 2.0 Vision Capital Advantage Fund 2008 DiversifiedInternal rate of return to date 6.7% NCD Investors 2008 DiversifedTotal Value Multiple 1.1X Sevin Rosin Fund IX 2004 Venture CapitalPercent of capital returned 18% Hicks, Muse, Tate & Furst Latin America 1998 BuyoutTime to full payback (in years) 9.1 Sevin Rosin Fund VII 1999 Venture Capital

Sevin Rosin Fund VIII 2000 Venture CapitalFund Profile Hicks, Muse, Tate & Furst IV 1998 Buyout

WPERP Initial Investment Sep-08 Hicks, Muse, Tate & Furst III 1996 BuyoutTarget termination date Nov-19Target termination date Nov-19General Partner Recent Activity: Landmark Partners XIV, LLC Called $5.7 million in capital from investors in the third quarter of 2010Investment strategy Secondary Distributed $30.0 million back to investors during the third quarter of 2010Market Value of Partners Capital 154,268,521$ Partners Capital in Cash 295$ Total capital contributed 164,356,980$ Total capital committed 1,929,060,606$ General Partner's contribution (% tot.) 1.0%WPERP % ownership 1.6%

Portfolio Cash Flows General Partner Compensation

Annual Mgmt. Fee:1.0% aggregate commitments during the first 4 years after final closingbased on net invested capital through year 8, declining 10% per year thereafter

Distribution priority:100% to LPs for primary investments After return of capital and 8% preferred return, 90% to LPs and 10% to GPs for secondaries

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-5

Lexington Capital Partners VI, L.P.

Investment StrategyLexington VI acquires interests in established leveraged buyout, venture capital and mezzanine funds through secondary market transactions. The Partnership has assembled a diversified portfolio of private equity partnership interests with the expectation of achieving superior returns at a well-diversified level of riskwhile generating cash distributions back to investors early in the partnership's life cycle.

Investment Review Portfolio Profile

Reported Value 20,555,879$ # of partnerships: 321Distributions 7,017,145$

Top 10 Portfolio Investments Vintage FocusAmount Contributed 26,867,760$ Original commitment 30,000,000$ KKR Private Equity Investors, L.P. 2006 BuyoutRemaining to be invested 3,132,240$ American Capital Equity I, LLC 2006 BuyoutAge of fund (in years) 4.3 RBS Special Opportunities Fund, L.P. 2004 DiversifiedInternal rate of return to date 1.2% 2007 Co-Investment Portfolio, L.P. 2007 BuyoutTotal Value Multiple 1.0X Saints Capital Chamonix 2001 DiversifiedPercent of capital returned 26% ZM Private Equity Fund I, L.P. 2003 DiversifiedTime to full payback (in years) 12.1 Weston Presidio Capital IV 2000 Venture Capital

Bain Capital Fund VIII, L.P. 2004 BuyoutFund Profile Vestar Capital Partners V, L.P. 2005 Buyout

WPERP Initial Investment Jun-06 KFN Co-Invest Holdings, L.P. 2005 BuyoutTarget termination date Aug-15Target termination date Aug-15General Partner Recent Activity: Lexington Associates VI, LP Called $255.0 million in capital from investors in the third quarter of 2010Investment strategy Secondary Distributed $75.0 million to investors during the third quarter of 2010Market Value of Partners Capital 2,586,902,695$ Partners Capital in Cash 15,949,702$ Total capital contributed 3,352,754,452$ Total capital committed 3,773,870,707$ General Partner's contribution (% tot.) 1.0%WPERP % ownership 0.8%

Portfolio Cash Flows General Partner Compensation

Annual Mgmt. Fee:1.0% of commitments (0.5% of commitments to primaries) during the investment period. 0.85% of reported value thereafter (0.5% for primaries).

Distribution priority:100% to LPs for primary investments After return of capital, 90% to LPs and 10% to GPs for secondaries

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-6

Lexington Capital Partners VII, L.P.

Investment StrategyLexington VII acquires interests in established leveraged buyout, venture capital and mezzanine funds through secondary market transactions. The Partnership is expected to assemble a diversified portfolio of private equity partnership interests with the expectation of achieving superior returns at a well-diversified level of riskwhile generating cash distributions back to investors early in the partnership's life cycle.

Investment Review Portfolio Profile

Reported Value 7,714,842$ # of partnerships: 186Distributions 0$

Top 10 Portfolio Investments Vintage FocusAmount Contributed 6,677,205$ Original commitment 30,000,000$ 2007 Co-Investment Portfolio, LP 2007 DiversifiedRemaining to be invested 23,322,795$ 2006 Co-Investment Portfolio, LP 2006 DiversifiedAge of fund (in years) 0.8 Warburg Pincus Private Equity IX, LP 2005 BuyoutInternal rate of return to date NA AB Acquisitions MEV PLC 2007 DiversifiedTotal Value Multiple 1.2X Warburg Pincus Private Equity X, LP 2007 BuyoutPercent of capital returned 0% New Silk Route Growth Capital, LP 2007 GrowthTime to full payback (in years) too early to tell Mezzanine Co-Investment Portfolio, LP 2000 Mezzanine

KKR 2006 2006 BuyoutFund Profile Madisoin Dearborn Capital Partners V, LP 2006 Buyout

WPERP Initial Investment Dec-09 Fourth Cinven Fund 2006 BuyoutTarget termination dateTarget termination dateGeneral Partner Recent Activity: Lexington Associates VII, LP Called $700.0 million in capital from investors in the third quarter of 2010Investment strategy SecondaryMarket Value of Partners Capital 868,641,351$ Partners Capital in Cash 54,419,338$ Total capital contributed 735,000,003$ Total capital committed 3,328,964,645$ General Partner's contribution (% tot.) 1.0%WPERP % ownership 0.9%

Portfolio Cash Flows General Partner Compensation

Annual Mgmt. Fee:1.0% of commitments on first $5 B (0.5% of commitments to primaries) during the investment period and 0.85% on commitment in excess of $5 B. 0.85% of value and unfunded commitments thereafter (0.5% for primaries).

Distribution priority:100% to LPs for primary investments After return of capital, 90% to LPs and 10% to GPs for secondaries

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-7

Oaktree Principal Fund V, L.P.

Investment StrategyThe Fund is implementing a distress-for-control investment strategy that generally involves purchasing one or more classes of a target company’s debt, at a discount, in anticipation of a financial restructuring that will allow the exchange of debt for a controlling ownership stake at an attractive valuation. In these situations, the Fund attempts to become the largest, or one of the largest, creditors of the target company, seeking at a minimum a blocking position in the fulcrum security in order to exert negative control during the restructuring process.

Investment Review Portfolio ProfPortfolio Profile

Reported Value 4,601,124$ # of investments: 19Distributions 139,397$

Industry Exposures % TypeAmount Contributed 4,400,000$ Original commitment 16,000,000$ Auto components 21% Debt/EquityRemaining to be invested 11,600,000$ Marine 21% Debt/EquityAge of fund (in years) 1.6 Electrical equipment 19% Debt/EquityInternal rate of return to date 9.0% Chemicals 8% Debt/EquityTotal Value Multiple 1.1X Diversified financial services 6% Debt/EquityPercent of capital returned 3% Media 5% Debt/EquityTime to full payback (in years) 48.7 Multiline retail 5% Debt/Equity

Communications equipment 5% Debt/EquityFund Profile Oil, gas & consumable fuels 2% Debt/Equity

WPERP Initial Investment Feb-09 Hotels, restaurants & leisure 1% Debt/EquityTarget termination date Feb-19Target termination date Feb-19General Partner Recent Activity: Oaktree Fund GP, LLC Called $282.7 million in capital from investors in the third quarter of 2010Investment strategy Distressed Debt Initiated a toe-hold position in a global developer of high-performance laminatesMarket Value of Partners Capital 653,812,000$ Follow-on investments in two distressed/out-of-favor assets Partners Capital in Cash 391,391,000$ Established a blocking position in a communications equipment companyTotal capital contributed 757,862,000$ Added to a post-reorg position in an automotive components companyTotal capital commitment 2,826,523,000$ General Partner's contribution (% tot.) 2.5%WPERP % ownership 0.6%

Portfolio Cash Flows General Partner CompensationAnnual Mgmt. Fee:

1.75% of first $2.5 B in commitments during the investment period1.50% of commitments in excess of $2.5 B during the investment periodthereafter lower of cost or funded commitments at the blended rate

Distribution priority:100% to LPs until return of contributed capital plus 8% preferred return80% to the GP/20% to LPs during "catch-up" period20% thereafter

‐5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 

Contributions Fair Value Distributions

A-8

Health Benefits Fund Overview The Los Angeles Department of Water and Power Retiree Health Benefits Fund (the “Fund”) Private Equity Program (the “Health Program") consists of two fund-of-funds and one direct partnership investment as of September 30, 2010. The Health Program is very young as the initial commitments to a secondary market fund-of-funds were made in 2008. As private equity partnerships are long-term commitments that are invested over several years, the Program is expected to continue to grow and evolve over time. Summary As of 9/30/2010, the Health Program had $12.5 million in commitments across three partnerships. Program commitments have been allocated 80% to secondary market fund-of-funds and 20% to a direct partnership investment. As of the third quarter of 2010, $2.2 million in capital had been drawn down, $0.1 million of distributions had been returned, and the Health Program had a reported value of $2.4 million, representing a 1.1x investment multiple. Given the near-term formation of the Health Program, performance to date is not meaningful.

Portfolio Summary (as of 9/30/2010) Partnership Type Vintage

Year Age Committed Capital

Invested Capital

Distributed Capital

Reported Value

Since Inception Net IRR

Peer Median

IRR1 Landmark XIV Secondary Fund-of-Funds 2008 2.0 yrs. $5.0 M $0.4 M $0.1 M $0.4 M 6.7% 0.5% Oaktree PF V Direct Partnership 2009 1.6 yrs. $2.5 M $0.7 M $0.0 M $0.7 M 9.0% NM Lexington VII Secondary Fund-of-Funds 2009 0.8 yrs $5.0 M $1.1 M $0.0 M $1.3 M NM* NM

Total Program --- --- --- $12.5 M $2.2 M $0.1 M $2.4 M 16.5%*

--- * investment activity is too early for meaningful results

The initial use of secondary market fund-of-funds is expected to contribute to a highly diversified portfolio with exposure to a high number of partnerships diversified across investment strategy, geography, and vintage year. Approximately $2.2 million (18% of the Program’s committed capital) has been invested as of September 30, 2010. The Program’s reported value plus unfunded commitments ($10.3 million) represents an approximate allocation of 1.8% of the total Fund as of the end of the third quarter 2010. Including the two direct partnership commitments that closed in early 2010, the Program’s total reported value plus unfunded commitments represents approximately 2.9% of the total Plan as of the end of the third quarter 2010. Given the unique cash flows of private equity partnerships, continued investment activity is required for the Plan to achieve its 5% target for private equity exposure over the long-term. However, attractive partnership selection should be emphasized rather than allocating capital to achieve target allocations. Therefore PCA continues to recommend remaining highly selective in this uncertain marketplace.

1 Source: Thomson Reuters, Universe of All Private Equity by vintage year.

B-1

Los Angeles Department of Water and Power Retiree Health Benefits FundPrivate Equity Tracking Schedule

Date of Total Actual Total Current Fair Mkt.As of: Investment Initial Age Capital Contribution Percent Remaining Distribution Fair Market Plus Net9/30/2010 Group Focus Investment (Years) Committed to Date Invested Contribution to Date Value Rem. Contr. Multiple IRR

InvestmentsLandmark Equity Partners XIV Secondary Diversified Sep-08 2.0 5,000,000 415,000 8.3% 4,585,000 75,396 391,603 4,976,603 1.1x 6.7%Oaktree Principal Fund V Direct Distressed Debt Feb-09 1.6 2,500,000 687,500 27.5% 1,812,500 21,781 718,926 2,531,426 1.1x 9.0%Lexington Capital Partners VII Secondary Diversified Dec-09 0.8 5,000,000 1,112,868 22.3% 3,887,132 - 1,285,807 5,172,939 1.2x NM

Established Portfolio* - - - - - - - - ---Total Portfolio 1.1 12,500,000 2,215,368 17.7% 10,284,632 97,177 2,396,336 12,680,968 1.1x 16.5%* over three years old

Alternative Inv. subtotals:Primary Fund of Funds --- --- --- --- --- --- --- ---Secondary Fund of Funds 10,000,000 1,527,868 15.3% 8,472,132 75,396 1,677,410 10,149,542 1.1xDirects 2,500,000 687,500 27.5% 1,812,500 21,781 718,926 2,531,426 1.1x

% in Primary Fund of Funds 0% 0% 0% 0% 0% 0%% in Secondary Fund of Funds 80% 69% 82% 0% 70% 80%% in Directs 20% 31% 18% 0% 30% 20%% in Private Equity 1.3% 0.2% 1.0% 0.2% 1.3%

Total Fund Value: $997,888,580 vs. Long-Term Target 5.0% 5.0% 5.0% 5.0% 5.0%

difference in % -3.7% -4.8% -4.0% -4.8% -3.7%difference in $ (37,394,429) (47,679,061) (39,609,797) (47,498,093) (37,213,461)

B-2