RMeeting Date: January 24, 2018 - FOIALTS

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Agenda Item: 1:45 PMJoint Meeting of the Retirement BoardsMeeting Date: January 24, 2018Los Angeles New YorkPresentation on Cliffwater Private Assets Advisory ServicesCity of Fresno Retirement SystemsJanuary 24, 2018

Asset Allocation TrendsDistribution of 2016 Alternative Allocations among State Pensions50%% AlternativesPercent Invested in AlternativesOver the past 10 years, state pensions have shiftedinto alternatives– Alternatives have more than doubled from 10%to 26%– Exposure to public equities has been reducedEndowments have an average alternatives allocationof 53% versus 26% for state pensions– Hedge funds represent a larger allocation withinthe endowments’ alternatives allocationAs a percentage of alternatives, state pensions have aheavier exposure to private equity & real estate whileendowments have a heavier exposure to hedge funds– Hedge funds are the newest alternative assetclass for most state pensions, representing a 4%allocation; allocation has been stable60%40%30%20%10%0%State Funds Ranked from Highest to Lowest Allocation to AlternativesSource: Cliffwater LLC, CAFRsComposition of Alternative Investments for Fiscal 2016Endowment Alternatives MixState Pension Alternatives MixOther4%Other4%Changes to Overall State Pension Asset Allocation (asset-weighted)YoY2006Public EquitiesFixed 0%100%Real Assets13%Change-2%1%2%-1%PrivateEquity34%Real Assets13%PrivateEquity36%HedgeFunds18%Hedge Funds38%Real Estate11%Real Estate30%Source: Cliffwater LLC, NACUBOSource: Cliffwater 2017 Report on State Pension Asset Allocation and Performance. The 2016 state pension asset allocation data is based upon93 state pension systems, including those whose fiscal 2016 end is not June 30. The source for endowment data is the 2016 NACUBOCommonfund Study of Endowments. The endowment asset allocation data is based upon all 805 participating endowments.2

Private Equity Performance Among State PensionsOver 15 fiscal years ended June 30, 2016, the 20 state pensions systems that had privateequity portfolios for the entire period had an excess return of 4.4% vs. a public equitybenchmark– 10.2% annualized return vs. 5.8% for a 70% Russell 3000/30% MSCI ACWI ex US indexPrivate Equity Performance Among State Pensions15 Years ending June 30, 2016 (Growth of ) 7.00State10 13.8%State17 12.8%State11 11.8% 6.00State12 11.0%State3 10.9%State8 10.7%State18 10.3% 5.00State7 10.2%State5 10.1%State15 10.1%20 State Private Equity CompositeState14 9.7%Growth of 1.00 4.00State9 9.5%State16 9.3%State19 9.3% 3.00State1 9.04%State13 8.8%State6 8.4%State 2 8.3% 2.00State20 8.3%State 4 7.9%Public Equity Benchmark 1.0020 State Composite*10.2%Public Equity Benchmark**5.8% 0.00Fiscal Years ending June 30* A composite comprised of the private equity portfolios of 20 state pensions for June 30 fiscal years 2002‐2016.** A public equity benchmark weighted 70% to the Russell 3000 Index (6.1% annualized return) and 30% to the MSCI ACWI ex US Index (5.0% annualized return),with assigned weights reflecting Cliffwater's judgment of the U.S. and non‐U.S. content of a diversified private equity portfolio.Source: Cliffwater Research Report, “An Examination of Private Equity Performance among State Pensions: Evidence for a Systemic AssetAllocation Underweight.” Annualized returns for the entire 15-year period are reported in the legend.3

Dispersion of State Fund Returns – as of June 30, 201610 year returns for private equity, real estate and hedge funds are widely distributed– Suggests that implementation mattersNote: The arrows display the range of individual state pension returns from low (the 90th percentile return) to high(the 10th percentile return) along with their values. Median returns are shown in gold on the right and commonly usedbenchmark returns are shown in gray to the left.Source: Cliffwater 2017 Report on State Pension Asset Allocation and Performance. Not all 67 state pensions that reported 10-year total fundreturns ended June 30, 2016 also reported all asset class returns. We display the number of state pensions represented in each asset classdistribution below the asset class labels along the horizontal axis. The benchmarks used are as follows: Total Fund, 65%/35% mix of MSCI ACWIand Bloomberg Barclays Aggregate Bond; Fixed Income, Bloomberg Barclays Aggregate Bond; US Stocks, Russell 3000; Non-US Stocks, MSCIACWI ex US; Hedge Funds, HFRI Fund-of-Funds; Real Estate, NCREIF Property; and Private Equity, Cambridge Private Equity.4

Private Equity Performance TakeawaysPrivate equity indices have outperformed public market indices– Post crisis, the spread generally has ranged between 3-8% annualized over rolling 10 yrperiods1Public pension plan private equity portfolios have likewise outperformed public markets,and standard deviation has been lower– Excess over the 15 year period (FY 2002-16) was 4.4%– Outperformance during both bull and bear markets– Wide variation in individual state returns and risk levels Indicative of importance of implementationUS buyout performance is affected by the amount of capital raised per vintage year andis also affected by the cost/availability of debt and public market valuations at time of exit– Implies the importance of vintage year diversificationThe median US buyout fund has outperformed the Russell 3000 consistently over varioustime periods but the third quartile manager performs similarly to the index2– Indicative of the importance of manager selection1 Basedon the excess return of the pooled IRR of the Cambridge Associates Global Private Equity and Venture Capital Index overthe Russell 3000 Index for rolling 10-year periods from June 30, 2009 through June 30, 2016.2 Source for US buyout performance: Cambridge Associates LLC.5

Private Equity Implementation OptionsFund of funds– Commingled or separate account– Broad private equity exposure or narrow focus (e.g., Asia, venture, secondaries)Direct with use of a consultant– Generalist vs. specialty consultantStaff directedSome combination of the above6

Key Implementation ConsiderationsInternal staffing levelsGovernance structureDesired amount of control– Portfolio structure (e.g., strategy exposures, number of GP relationships)– Vintage year timing– Legal/side letter negotiationsTransparencyFees7

Firm Overview

Cliffwater LLCFounded in 2004100% employee ownedSEC registered, accept fiduciary responsibilityOffices in Los Angeles and New YorkExperienced professional staff– 46 employeesFocused on institutional clients– 46 total clients 32 private assets clientsAssets under advisement1– 22 billion in private assets 48 billion in alternative assets1 Includesdiscretionary and non-discretionary assets under advisement of current clients. Private assets as of June 30, 2017; allother assets as of September 30, 2017. (Private asset valuations generally lag by a quarter.)9

Cliffwater Private Assets Senior Leadership TeamStephen NesbittCEO / CIOKathleen Barchick,CFASenior ManagingDirectorGabrielle ZadraSenior ManagingDirector, Head ofPrivate AssetsResearchPhilip GodfreySenior ManagingDirector40 years of investmentexperience24 years of investmentexperience17 years of investmentexperience36 years of investmentexperienceThomas Lynch, CFASenior ManagingDirectorJames FeidlerSenior ManagingDirectorJonathan RogalGeneral Counsel,Chief ComplianceOfficerLance JohnsonChief OperationsOfficer37 years of investmentexperience26 years of investmentexperience18 years of investmentexperience22 years of investmentexperiencePete Keliuotis, CFASenior ManagingDirectorMark JohnsonSenior ManagingDirectorDavid WippelManaging Director,Head of RiskReportingThomas BrownChief TechnologyOfficer29 years of investmentexperience19 years of investmentexperience19 years of investmentexperience19 years of investmentexperience10

Senior Investment Due Diligence TeamGabrielle Zadra, Senior Managing Director, Head of Private Assets ResearchGabrielle is a Senior Managing Director of Cliffwater LLC and leads our private assets research team. Prior tojoining Cliffwater in 2004, Gabrielle was with Pathway Capital Management, LLC where she led due diligence onprivate equity investments. Previous experience includes working in investment banking with the Banc of AmericaSecurities Technology Group. She also worked for the Service Employees International Union / AFL-CIO. Sheearned a BA in History and Women’s Studies with high honors from Oberlin College, and an MBA from TheAnderson School at the University of California, Los Angeles.Eric Abelson, Managing Director, Venture / Non U.S.Eric is a Managing Director of Cliffwater LLC and a member of our private assets research team. Prior to joiningCliffwater in 2007, Eric was a Senior Associate with WestLB Mellon Asset Management where he performed duediligence on private equity investments. Previous experience includes working in equity management for SitInvestment Associates. He earned a BS in Environmental Economics from the University of California atBerkeley. Eric holds the Chartered Financial Analyst designation and is a member of the CFA Institute and theLos Angeles Society of Financial Analysts.Our senior teamaverages 19years ofinvestmentexperienceBernard Gehlmann, Managing Director, BuyoutsBernie is a Managing Director of Cliffwater LLC and a member of our private assets research team. Prior to joiningCliffwater in 2016, Bernie was a Director of Investments at The Ohio State University & an Investment Officer atOhio School Employees Retirement System. His primary responsibilities included managing diversified Endowmentand Pension portfolios across private equity and real assets. He earned a BSBA in Finance and Economics fromThe Ohio State University, and holds the Chartered Alternative Investment Analyst designation.Christopher Rice-Shepherd, Managing Director, Real EstateChris is a Managing Director of Cliffwater LLC where he oversees the firm’s real asset and real estate research.Prior to joining Cliffwater in 2012, Chris was a Director at Wilson Meany Sullivan where he performed investment duediligence and asset management of existing portfolio investments. Previous experience includes investment analysisand portfolio management at both Stockbridge Real Estate Funds and CIM Group, Inc. Chris earned his AB inEconomics from Stanford University and his MBA from The Anderson School at the University of California, LosAngeles, where he was a Robert Toigo Foundation fellow.Senior investmentteam supportedby 22 researchand operationsprofessionalsMark Williams, Managing Director, Energy / Real AssetsMark is a Managing Director of Cliffwater LLC and a member of our private assets research team. Prior to joiningCliffwater in 2008, Mark was a Managing Director and principal of Wilshire Associates where he performed real estateresearch and consulting services and managed the development of the Compass institutional investment software andthe RetirePath discretionary managed accounts system. Previous experience includes real estate research with TheMeyers Group, and CJ Bonner Corporation. He earned a BS in Finance from the University of Utah.11

Cliffwater Operations and Legal Due Diligence TeamsNameResponsibilityTitleLance JohnsonHead of OperationsCOOJonathan TabakOperations Due DiligenceManaging DirectorKevin McCannOperations Due DiligenceDirectorNelson McNeilOperations Due DiligenceVice PresidentJonathan RogalHead of LegalGeneral CounselLinda BakerLegal Due DiligenceDirectorStanley LiuLegal Due DiligenceDirectorJeffrey LoebLegal Due DiligenceVice PresidentProvide comprehensive operations due diligence reports for recommended fundsIssue regulatory and industry memos on emerging private asset topicsFund documents reviewed and evaluated by Cliffwater legal professionals– Cliffwater legal staff seeks to improve terms; will work jointly with client counsel when desired12

Portfolio Reporting and Risk Analysis TeamNameResponsibilityTitleDavid WippelHead of Risk ReportingManaging DirectorJoshua BelvedereMonitoring & ReportingVice PresidentPaulo JeronymoMonitoring & ReportingVice PresidentSteve ThomasMonitoring & ReportingVice PresidentThidar MawMonitoring & ReportingSenior AssociateNico ChavezMonitoring & ReportingAssociateChristina NolanMonitoring & ReportingAssociateJordan KellyMonitoring & ReportingAnalystD'Ann PattersonMonitoring & ReportingAnalystQuarterly performance reporting cyclePortfolio characteristicsMarket CommentaryAll reports available on Cliffwater client website13

Private Assets Investment Strategy

Cliffwater Private Assets Investment PhilosophyOur broad asset allocation perspective enables us to betterexecute private asset investment programsHow We Think How We Execute Asset Allocation (Beta)Understand the role of private assetswithin the client’s asset allocationConsistent ProcessDisciplined and standardized duediligence and investment processManager Selection (Alpha)Invest with a limited number of our toptier managers; selection skill is criticalCollective Decision-MakingResearch specialization supported bycross-team resources and firm wideinvestment committee processInefficient MarketsThoughtful implementation is key tosuccessful programsRisk ManagementDiversification and thorough managermonitoring best ways to control riskTerms & CostsAlignment of interest and feemanagement matterDocumentationMeetings, analyses, recommendationsin writing to track decision processTransparencyOffer clients direct access to Cliffwaterresearch and monitoringClient DrivenCustomized and collaborative approachwith each client15

Cliffwater Private Assets Investment StrategyCliffwater valuationmodels start at the topFormulateMarketOutlookDiversification targetsare developed duringthe strategic planningprocess ClientObjectives targets guide thedeployment of capital bysector, strategy, olioConstruction StrategyIndustry sectorRegionVintageSecondaryCoinvestmentVia Cliffwaterexperience, network,and creativityDirectIdentify &Access toOur TopTier GPsThrough Cliffwater relationshipsand sourcing16

Cliffwater’s Comprehensive, Customized Advisory ServicesObjectiveTasksFrequencyDeliverables / TasksStrategic ReviewReview strategic objectivesAssessment of current programCapital markets assumptionsRecommend investment planAnnualAnnual strategic planInvestment Policy revisionsManagerSourcing andDue DiligenceSourcing qualified managers/fundsInvestment due diligenceOperations & Legal due diligenceOngoingProfile reportInvestment due diligence reportOperations due diligence reportLegal review of fund documentsInvestmentProgramMonitoringCapital markets updatesAsset class commentaryPrivate assets strategy outlookPortfolio assessments and outlookQuarterly /OngoingPerformance reportFund and portfolio analyticsResearch activity reports and webinarsManagerMonitoringFocus List manager callsReview of financialsAGMs & LPAC meetingsQuarterly /OngoingPartnership development reportsWatch List reportsMeeting notesPartnership amendment reportsOperationsSupportReview transactionsReview account statementsAssistance with annual audit if neededMonthly orQuarterly /OngoingRecord and reconcile cash flow activityRecord and reconcile fund valuationsAudit documentation as requested by clientStaff and Boardcalls / meetingsCalls to update on activity and issuesReview new investments in processOngoingRegularly scheduled and ad hoc callsClient web access to fund reportsBoard / IC / Staff meetingsEducationBoard educationStaff trainingOngoingEducational presentationsSpecial board/staff session attendanceCliffwater client conference17

Private Assets Research and EducationResearch PapersWebinars18

Cliffwater Private Assets Forward CalendarsCliffwater produces quarterly private asset “pipeline” reports for clients used as the basis for investment planning over the next several quarters19

Investment Process

Annual Capital Budget – Projected Allocations and PacingSample Projected Private Equity AllocationsUnfunded Commitments FV as % of Assets8.0%% of Total Portfolio Assets– Includes cash flow and strategycomposition– Stress testing capabilities– Incorporated into client’s strategicannual plan– Strive for meaningful commitmentsizes per fund while maintainingtime, strategy, and geographicdiversification– Opportunistically scale cyclicalstrategies such as distressed debtPrivate Equity Fair Value as % of Total Plan 5.0%5.0%3.9%4.0%3.0%3.0%2.0%1.0%0.0%Sample Projected Private Equity Allocations 4,000 3,500Non-U.S.Natural Resources 3,000DistressedVenture CapitalCapital Invested ( mm)Cliffwater models clients’ existingportfolios to determine futureannual commitment pacing10.0% 2,500Buyout 2,000 1,500 1,000 500 0The charts shown above are provided for illustrative purposes only. The charts are intended to show examples of the capital budgetmodels Cliffwater generates for its clients. Actual allocations will vary depending on the specific client circumstances and will differ.21

Cliffwater Private Assets Selection ProcessAllFundsManager,PartnershipSourcing“Focus List”comprised of A- and B-ratedFunds. We archive C-rated Funds.Research GroupPreliminaryDue Diligence &Rating(A, B, or C)A-ratedFundsInvestmentDue valClientRecommendationOperations andLegalDue DiligenceOur approval process is transparent and documentedPreliminary RatingFull Investment & Operations Due DiligenceInvestment Committee Minutes22

Fund Selection Process – Transparent and Forward LookingSector ResearchPortfolio ConstructionOngoing AnalysisManager list bysector:Analytic toolorganizes sourcingpipeline by substrategy &expected vintageyearQuarterly privateassets activity ivate DebtEnergyNat ResourcesInfrastructureReal Estate3-4 year forwardplan to buildrelationships andimprove accessApproximate annualactivity:– 1,200 managermeetings / calls– 500 fund reviews– 200 annualmeetings 180 Managers onOur Private AssetsTop Tier ListRegular webinarwith market review §or outlookFocus List ofmanagers availableto clientsFund selectiondriven by managerquality and clientportfolio fit23

Investment Due DiligenceInvestment due diligence is ledby senior research teammembers– Research responsibilitiesorganized by strategy– In-depth diligence typicallycompleted over several months– Onsite meetings and referencecalls conducted– Multiple senior Cliffwaterprofessionals involved in the duediligence processCliffwater utilizes a consistentand thorough diligence processfor private asset fundrecommendationsLength and Depth ofTrack RecordOrganizationalGrowthDistributionsPublic and PrivateBenchmarksFees & ExpensesSuccessionPerformanceGovernanceTeam &OrganizationTeam DepthInvestmentProcessOriginationGP CommitmentPortfolio StrategyTransparencyFinancing24

Operations Due DiligenceDedicated, experiencedoperations due diligence team– Independent review– Evaluate primary areas ofbusiness risk– Compare to industry bestpractices– Monitor operational capabilitiesof recommended funds, reunderwrite operations withsuccessive fundraise diligence– Background checks as neededFull operations due diligenceconducted on private assetfund recommendationsAccountingLegal & RegulatoryAdvisory BoardReview ProcessComplianceValuation SourcesValuation Policy &ProceduresOngoing Informationto eBusiness RiskManagementPersonnel &InfrastructureSegregation ofDuties & InternalControlsTransparency &DisclosuresService ProvidersPortfolio FinancingTechnology &Systems25

Legal Due DiligenceLegal team reviews funddocuments and negotiatesbusiness terms across multipledimensions– Investor protections– Fees– Alignment of interestsCliffwater seeks to improveterms in fund documents andthrough side letters on behalfof all clientsWhen desired, Cliffwater’s teamwill work together with client’sinternal and/or outside counselAdvisory BoardsManagement FeesAmendments &ConsentsCarried InterestValuationMethodologyGP ing &ReportingAlignment ofInterestsOffsetsGovernanceOther FinancialDistributionsNo FaultPreferred ReturnFund ExpensesKey PersonConflicts of InterestClawback26

Monitoring – What we do after an investment is madeProcess oriented approach toprivate asset fundmonitoring/risk management– Market commentary– Performance reporting– Portfolio characteristics &partnership highlights– Watch List reports– Annual meeting reports– Advisory boards, where applicable– Partnership development reports– Partnership amendments &consent recommendationsCliffwater promotes transparencyacross the industry– AltExchange memberAnnual MeetingAttendanceDue Diligence ReUnderwritingActivity(outer circle)Manager Meetings /NotesFund / PortfolioCharacteristicsAnnualFrequency(inner) circleOngoingQuarterlyPerformance AnalysisWeekly AnalystMeetingMonitoring CallsPartnershipDevelopment ReportIndustryWatch List DevelopmentReportReport27

Client Private Asset Program ReportingClient private assets portfolio data maintained by CliffwaterClients can access and export portfolio data via Cliffwater’s secure websiteCliffwater provides quarterly client reports that include:– Performance by portfolio, strategy, vintage year, and partnership– Significant partnership events– Portfolio characteristics from company level data for funds and for the total portfolioProvided to illustrate client reporting only.28

General DisclosuresThis presentation has been provided to you for the purpose of discussing an investment advisory relationship. The material contained herein is confidential andis intended for one-on-one or small group meetings with qualified and sophisticated investors. It may not be copied, transmitted, given, or disclosed to anyperson other than your authorized representatives. This presentation is not an advertisement and is not intended for public use or distribution. This material isnot meant to be, nor shall it be construed as, an offer or solicitation of an offer for the purchase or sale of any security.This presentation was prepared exclusively for information and discussion purposes, and is not meant to be, nor shall it be construed as, an attempt to defineall information that may be material to you. All information including opinions or facts expressed herein are current as of the date appearing in this presentationand is subject to change without notice. All information has been obtained from sources believed to be reliable. No representation, warranty, or undertaking,express or implied, is given as to the accuracy or completeness of the information or opinions contained in this presentation. The information and opinions inthis presentation do not constitute investment advice.All third party information has been obtained from sources believed to be reliable but its accuracy is not guaranteed. The information herein may includeinaccuracies or typographical errors. Due to various factors, including the inherent possibility of human or mechanical error, the accuracy, completeness,timeliness and correct sequencing of such information and the results obtained from its use are not guaranteed by Cliffwater. No representation, warranty, orundertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this presentation. Cliffwater shall not beresponsible for investment decisions, damages, or other losses resulting from the use of the information herein.This presentation may include sample or pro forma performance. Such information is presented for illustrative purposes only and is based on variousassumptions, not all of which are described herein. Such assumptions, data, or projections may have a material impact on the returns shown. Nothingcontained in this presentation is, or shall be relied upon as, a representation as to past or future performance, and no assurance, promise, or representationcan be made as to actual returns. Past performance does not guarantee future performance.There can be no assurance that any expected rate of return, risk, or yield will be achieved. Rate of return, risk, and yield expectations are subjectivedeterminations by Cliffwater based on a variety of factors, including, among other things, investment strategy, prior performance of similar strategies, andmarket conditions. Expected rate of return, risk, and yield may be based upon assumptions regarding future events and conditions that prove to be inaccurate.Expected rate of return, risk, and yield should not be relied upon as an indication of future performance and should not form the primary basis for an investmentdecision. No representation or assurance is made that the expected rate of return, risk, or yield will be achieved. Hedge Fund Research, Inc. (“HFR”) is the source and owner of the HFR data contained or reflected in this report and all trademarks related thereto.Frank Russell Company (“FRC”) is the source and owner of the Russell Index data contained or reflected in this material and all trademarks and copyrightsrelated thereto. The Russell Index data may contain confidential information and unauthorized use, disclosure, copying, dissemination or redistribution isstrictly prohibited.Thomson Financial Inc. is the owner and/or licensor of the Cambridge Associates LLC data contained or reflected in this material.The MSCI information is the exclusive property of MSCI Inc. (“MSCI”) and may not be reproduced or re-disseminated in any form or used to create anyfinancial products or indices without MSCI’s express prior written permission. This information is provided “as is” without any express or implied warranties.In no event shall MSCI or any of its affiliates or information providers have any liability of any kind to any person or entity arising from or related to thisinformation.Cliffwater is a service mark of Cliffwater LLC.29

Gabrielle Zadra, Senior Managing Director, Head of Private Assets Research. Gabrielle is a Senior Managing Director of Cliffwater LLC and leads our private assets research team. Prior to joining Cliffwater in 2004, Gabrielle was with Pathway Capital Management, LLC where she led due diligence on private equity investments.

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