CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER INTERDEPARTMENTAL CORRESPONDENCE

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1 Date: March 1,2011 CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER INTERDEPARTMENTAL CORRESPONDENCE To: Retirement Board Members From(/O Sangeeta Bhatia, Retirement Plan Manager Subject: Board Agenda Item NO.3: Discussion of Performance of 1. Rowe Price Emerging Market Equity Manager; and Possible Action (March 9, 2011, Regular Retirement Board Meeting) The Retirement Board hired 1. Rowe Price to manage an international emerging market equity mandate for the Retirement Fund in March 2005 with an initial funding of $45 million. As of December 31, 2010, the market value of the account was $136.2 million. The Board originally placed 1. Rowe Price on watch status in May 2009 (Resolution No ) for failing to meet medium-term and long-term investment criteria. Their watch status was extended in April 2010 (Resolution NO ) and again in October 2010 (Resolution No ). Representatives from Pension Consulting Alliance (PCA) recommend, and Staff concurs, that the Board direct Staff to begin the Request for Proposal (RFP) process for an international emerging markets manager due to the failure of 1. Rowe Price to meet the Plan's investment performance criteria since May 2009; however, allow T.Rowe Price to participate in the process. The Plan's Investment Policy provides that an international emerging market equity manager may be placed on medium-term watch status if they underperform their benchmark by more than 2.5% (calculated on rolling 36-month periods) for two consecutive quarter ending dates. A manager may be placed on long-term watch status if they deliver a Value Relative Ratio (VRR) below 0.99 at two consecutive calendar quarter endings. T. Rowe Price trailed their benchmark, the MSCI Emerging Markets IMI, by 3.64% for the three-year period ending September 30,2010, and by 4.73% for the three-year period ending December 31, Additionally, they generated VRR values of 0.95 and 0.94 for the same quarter endings, respectively.. Although T. Rowe Price has been on watch status for an extended period of time, the analysis of their performance record revealed: 1) the majority of their value degradation relative to the benchmark occurred during the market crisis of ; and 2) peer comparisons provide a useful context in which to place 1. Rowe Price's performance. The first chart below illustrates that T. Rowe Price failed to add value to the Plan's portfolio relative to the benchmark from inception to December 31, The second chart illustrates that 1. Rowe added value to the Plan since first being placed on watch status in May

2 T. Rowe Price Emerging Markets International Emerging Markets Equity Account (USD) Monthly April 1, 2005 to December 31, 2010 Growth 018 Unit Value :~ RP T Rowe Emrg Mkt Int'l Emerging Markets Index Source: BNY Mellon T. Rowe Price Emerging Markets International Emerging Markets Equity Account (USD) Monthly June 1, 2009 to December 31,2010 Growth ofa Unit Value ;l! 1.20!l u RP T Rowe Emrg Mkt Int'I Emerging Markets Index Source: BNY Mellon

3 The following table shows that T. Rowe Price underperformed its benchmark by 0.24%, 4.73%, 2.27%, and 1.16% for the one-year, three-year, five-year, and since-inception periods ending December 31, 2010, respectively. 1. Rowe Price outperformed its benchmark by 0.68% since being placed on watch in May Rowe Price generated a since-inception annualized return as of December 31, 2010, of 16.23%, which trailed the benchmark return of 17.39%. This lower return included higher risk with a standard deviation of 30.06% versus 26.94% for the benchmark (as depicted in the next chart). Their standard deviation was in the first quartile of risk when compared to their peers (higher quartile equals more risk). T. Rowe Price Emerging Markets Risk/Return International Emerging Market Equity Account (USD) - Monthly April 1,2005 to December 31, 2010 Scatter r , , L.--~- r_-~--r -~ ,--~-. -~-,--~----.:..-..J Ann Sid Dev Univ'erse Source: Russell Investment Groue: Universe Status: calculated RP T Rowe Emrg Mkt Int'( Emerging Markets Index Source: BNY/Melion 3.3

4 The following chart illustrates T. Rowe Price's performance relative to their peers for the one, three, and five-year periods ending December 31, They performed in the third quartile for the one and five-year periods and in the fourth quartile for the threeyear period. Their benchmark performed in the third quartile for the one-year period and in the second quartile for the three-year and five-year periods ending December 31, T. Rowe Price Emerging Peer Group Comparison International Emerging Markets - Equity Account 1,3, and 5-Year Periods Ending December 31,2010 Quartile 30.00, , ~ ~ L.-- -,,- ----"'M""inJ=Max 111/2010 to to to Universe Source: The B.!nk ofnewyork Mellon Co oration- Universe status: CalaJated RP T Rowe Emrg Mid Int'l Emerging Markets Index The chart on the following page illustrates T. Rowe Price's performance relative to their peers before (inception to 3/31/2008), during (4/1/2008 to 3/31/2009) and after (4/1/2009 to 12/31/2010) the market crisis of They performed in the second quartile prior to the crisis and in the first quartiles during and after the crisis. The benchmark performed in the fourth quartile prior to the crisis, in the second quartile during the crisis, and in the third quartile after the crisis.

5 T. Rowe Price Emerging Peer Group Comparison International Emerging Markets Equity Account Pre, During and Post-Crisis Quartile r , After Before During 0.00 L-,--,- --,r- -'Ml""""'iM"""-JOJ( 4/ to / to Universe Samet:: RusselllnvestmenlGro. Universe Slatus-: Calcul5ed RP T Rowe Emrg Mkt Inl'l Emerging Markets Index Source: BNY Mellon The following chart illustrates T. Rowe Price's performance relative to their peers for the periods following initial watch status in May 2009 and watch extension in April 2010 to December 31, They performed in the second quartile in both periods while the benchmark fell below the median in both periods. T. Rowe Price Emerging Peer Group Comparison International Emerging Markets - Equity Account Performance Since Initial Watch and Watch Extension Quartile r , L --r,- -"M""i"""iM~"" 5/1/2009 to 12/ / Universe Source: TheBank ofnewyork Mellon Cor oratldn" Unlvel'Sestatus: Caleu*'d RP T Rowe Emrg Mkt In!'1 Emerging Markets Index 3.5

6 The next chart illustrates T. Rowe Price's returns relative to their benchmark on a monthly basis since April Over this period, they generated negative returns 36 out of the previous 69 months, or approximately 52% of the time. T. Rowe Price Emerging vs: Benchmark International Emerging Markets - Equity Account{USD) - Monthly April 1,2005 to December 31,2010 Value Added 10.00, , Market Prox : Inri Erner in Markets Index - Cumulative Value Added Value Added Source: BNY/Mellon As shown in the preceding charts, 1. Rowe Price has outperformed their benchmark and many of their peers since being placed,on watch in May Their medium and long-term underperformance relative to their benchmark is largely attributable to underperformance during the historically volatile financial market crisis in Analysis of this volatile time period reveals that T. Rowe Price outperformed their peers before, during and after the crisis. 1. Rowe Price's growth-oriented style has effectively complemented the value-oriented style of The Boston Company, the Plan's other emerging markets manager, from a portfolio diversification perspective. However, 1. Rowe Price trailed their benchmark over the three-year periods ending September 30 and December 31,2010; failed to meet the Plan's long-term investment criteria of maintaining a VRR above 0.98; and failed to add value to the Plan since inception. This has qualified them for performance watch status for nearly two years. Moreover, their lower returns included higher risk since inception relative to their benchmark. 3.6

7 Considering their mixed performance, the Board may choose to extend T. Rowe Price's watch for another six months or authorize Staff to prepare an RFP and begin the search for a potential replacement. If the Board extends 1. Rowe Price's watch for another six months, Staff estimates it will likely take twelve months before the severe underperformance of will filter out of the medium-term performance numbers, thus requiring an additional six-month watch extension in October This projection assumes that T. Rowe Price will continue to outperform. 1. Rowe Price indicated to Staff that this projection seems reasonable. If the Board chooses to begin the RFP process, both PCA and Staff recommend allowing T. Rowe Price to participate in the RFP. Due to 1. Rowe Price's extended tenure on medium and long-term performance watch status, representatives from PCA recommend, and Staff concurs, that the Board direct Staff to begin the Request for Proposal process. The following documents are attached: Resolution No PCA's correspondence SB:JW:SV:DB 3.7

8 RESOLUTION NO RESOLUTION TO BEGIN REQUEST FOR PROPOSAL PROCESS FOR THE POTENTIAL REPLACEMENT OF INTERNATIONAL EMERGING MARKET MANAGER T. ROWE PRICE WHEREAS, the Retirement Board hired T. Rowe Price to manage an international emerging market mandate for the Retirement Fund with an initial funding of $45 million in March 2005; and WHEREAS, the Plan's Investment Policy provides that active international equity managers may be placed or extended on medium-term performance watch status if their returns trail the benchmark by more than 2.5% for two consecutive quarter ending dates and may be placed or extended on long-term performance watch status if their Value Relative Ratio (VRR) falls below 0.99 at two consecutive calendar quarter endings; and WHEREAS, in May 2009, T. Rowe Price was placed on watch status for failing to meet the Plan's medium and long-term performance criteria as stated in the Investment Policy, and their watch status was extended in April 2010 and in October 2010 due to continued underperformance; and WHEREAS, T. Rowe Price underperformed its benchmark, the MSCI Emerging Markets IMI Index, by 3.64% for the three-year period ending September 30, 2010, and by 4.73% for the three-year period ending December 31, 2010, and generated VRR values of 0.95 and 0.94 for the same quarter endings, respectively; and WHEREAS, since April 2005, T. Rowe Price generated negative returns 36 out of the previous 69 months, or approximately 52% of the time; and WHEREAS, 1. Rowe Price's underperformance, relative to the benchmark, largely occurred during the market crisis of despite outperforming their peers before, during, and immediately after the crisis; and WHEREAS, representatives from Pension Consulting Alliance recommend, and Staff concurs, that the Board begin the Request for Proposal (RFP) process for an international manclger due to 1. Rowe Price's extended tenure on watch status and allow 1. Rowe Price to participate in the RFP. NOW, THEREFORE, BE IT RESOLVED, the Retirement Plan Manager is hereby authorized to begin the RFP process for an international emerging market manager. I HEREBY CERTIFY, the foregoing is a full, true, and correct copy of a Resolution adopted by the Retirement Board of Administration, [created by Section 1102 (b) of the Los Angeles City Charter], at its regular meeting held on March 9, Sangeeta Bhatia Retirement Plan Manager

9 Date: March 9, 2011 To: Water & Power Employees' Retirement Plan (WPERP) From: Pension Consulting Alliance, Inc. (PCA).,./ cc: Neil Rue - PCA ~.J>:./' David Sancewich - PCA Kay Ceserani - PCA RE: T. Rowe Price - Emerging Markets - Watch Update Recommendation Given the length of time the T. Rowe Price (TRP) emerging markets portfolio has been on watch and the continued violation of WPERP medium- and long-term watch criteria, PCA recommends WPERP begin a formal RFP process to review the universe of emerging markets equity managers to formally compare TRP to other similar style managers which mayor may not result in replacing TRP. PCA also recommends TRP be invited to rebid their portfolio as part of this process. Summary WPERP currently employs TRP for three separate mandates, US Large Cap Value Equity ($404.5 million), US Large Cap Growth Equity ($412.3 million), and Emerging Markets International Equity ($136.2 million). This memo addresses the Emerging Markets mandate. As of December 31,2010, TRP's, gross of fees, trailing 3-year performance underperformed the benchmark by (4.6%), falling below WPERP's medium-term 1 Manager Watch Criteria. The TRP Emerging Markets portfolio also fell short of the WPERP long-term 2 Manager Watch Criteria, producing a Value Relative Ratio (VRR) below 0.98 for two consecutive calendar quarter ends. Over the watch period (20 months) the portfolio has outperformed its benchmark and has retraced a portion of the relative underperformance experienced during the credit crisis; however, the portfolio remains below WPERP's medium- and long-term Manager Watch Criteria. 1 Medium-term criteria: Trailing 3-year underperforrnance greater than (2.5%) for two consecutive calendar quarter ends gross of fees. 2 Long-term criteria: Value Relative Ratio (VRR) under 0.98 for two consecutive calendar quarter ends. VRR is calculated as: Portfolio Cumulative Retum I Benchmar1< Cumulative Return. 3.9

10 Product and 01" anization Review Summa T. Rowe Price Emerging Markets' Watch Status Update Areas of Potential Impacted Level of Concern A Team! Investment Perfonnance Finn Team Track Record Culture rocess None None None None None None None None 03/2011 PCA recommends beginning formal RFP process for ossible re lacement 10/2010 PCA recommended maintaining watch status Next review in 6 months PCA recommended maintaining watch status Next review in 6 months 04/2009 PCA recommended watch status due to shortterm performance Next review in 6 to 12 months Pending Approved Approved Approved Performance Results ; Annualized as of 12/ : Calendar Years ; -:. ' - - ; I~cepti~n-:-:~'" 'Watch - j Performance,QTR 1 Yr 3 Yrs 5 Yrs : ( ) I ( )! B TRP Em Mkts Gross of Fees MSCI Em Mkts 1M1 Index Blend" Difference Reference TRP Em Mkts Net of Fees" Difference Source: BNY Mellon, MPI "Benchmark is MSCI EMF thru 12/31/08 and MSCI EMF IMI from 1/1/09 to the present ""Fees estimated based on December 31, 2010 market values

11 Background WPERP's total exposure to the TRP Emerging Markets account was approximately $136.2 million as of December 31,2010. WPERP hired TRP as an emerging markets manager for the Retirement Plan during March Discussion Performance Review PCA's analysis finds that the TRP Emerging Markets portfolio has produced materially higher relative results since being placed on watch status (beginning 4/30/09), outperforming its benchmark by 3.1% per annum, gross of fees. This near-term performance has retraced a portion of the relative underperformance TRP experienced during the credit crisis. Although the portfolio has made some progress over the last 20 months ending December 31, 2010, the portfolio has underperformed its benchmark over the trailing 1-, 3-, 5-year and since inception periods, gross of fees. On a calendar year basis, the TRP Emerging Markets portfolio has outperformed in three of the last five periods and underperformed in 2010, losing 10 basis points, gross of fees. On a net of fee basis, TRP has underperformed its benchmark over the most recent quarter, trailing 1-,3-, 5-year and since inception periods by (1.5%), (-1.0%), (5.5%), (3.1 %), and (2.0%), while exceeding its benchmark by 2.2% over the watch period. The following exhibit shows the growth of $100 for the TRP portfolio, gross of fees, and the MSCI Emerging Markets IMllndex Blend since inception of the account through December 31, Since Inception, TRP has trailed the MSCI Emerging Markets IMllndex Blend by (1.1%) per year, gross of fees. The TRP portfolio struggled during the credit crisis losing all its cumulative excess performance that had accrued through the end of The majority of the underperformance occurred over a relatively short period, from June 2008 to November TRP was able to consistently outperform prior to the credit crisis and in the post-credit crisis period. This return history is consistent with the TRP investment process which focuses on pro-cyclical growth companies which are more levered to macroeconomic growth than the MSCI Emerging Markets IMI Index Blend which has a material weight to less cyclical more defensive holdings. Given the expansionary nature of emerging market economies, holding exposure to pro-cyclical companies should contribute meaningfully to returns over the long run but will tend to underperform in periods of acute stress in the market. 3.11

12 Since Inception Annualized Performance T. Rowe Price EM 16.2% MSCI EM IMI NO Index (Blend) 17.3% Cumulative Performance, Gross of Fees Since Inception: 3/31/05-12/31/10 _ , ~ ~~ I \ I... _TRDMlRiceEM.. Ms::IB.1IM1NO(tj<rd) 8 ;;; 'Ii S 1 ~ 1 When looking at monthly excess performance relative to TRP's benchmark, the MSCI Emerging Markets IMI Index Blend (see graph below), it is evident the portfolio exhibits volatility month-tomonth. Since inception, TRP has produced positive results relative to the MSCI Emerging Markets IMI Index Blend in 33 of the last 69 months (48% of the time). Monthly Relative Performance Inception - December 31,2010 T ROW! Price EM Excess 3.12

13 The following chart shows TRP's rolling 36-month relative performance versus the MSCI Emerging Markets IMI Index Blend since inception. The portfolio remains below WPERP's medium-term watch criteria of trailing 3-year underperformance. gross of fees. greater than (2.5%) in two consecutive calendar quarter ends, for the active emerging markets assetclass. 36-Month Rolling Performance Since Inception: 3/31/05-12/31/10 Excess Sop-10 08>10 The chart below shows TRP's Value Relative Ratio (VRR) which measures relative performance versus the MSCI Emerging Markets IMI Index Blend since inception. The portfolio remains below WPERP's long-term watch criteria by producing a VRR below 0.98 in two consecutive quarters. for the active emerging markets asset class.. Value Relative Ratio Portfolio Cumulative Return/Benchmark Cumulative Return,. TRP EM 'MSCI EM IMI Blend';'. VRR i ~ Cumulative Return :' Cumulative,Retur,n F, (3 yr min tenure) : 04/05-06/ /05-09/ /05-12/ /05-03/06 154; /05-06/ /05-09/ /05-12/ /05-03/ /05-06/ /05-09/ /05-12/ /05-03/ /05-06/ l f-~0'74/=05=---0=-:9~/ 0~8'--+---";17.60:-:;.0~8::;' I---:;"15==8':':.0";;90: ;-:1.0;.;1=-=3' _3_yr_te_n_ur_e 04/05-12/ /05-03/ I 3.13

14 PCA also considered TRP's performance relative to its peers (see chart below). TRP's peer relative performance within this broad universe of emerging markets managers places at or below median across all extended time periods. Peer Group Performance Comparison Universe: Emerging Markets Managers (Trailing Periods, Ending 12/31/10) [J ShtD29hFWai1ile I!I 2lI1 PlrcetiletD Medal l'ii MedaltD79h FWcmile [jj 79h td!liih Plrcetile T R<wl PricaEM - Ms:I EM 1M! NO (ijs1l) 1.10fl --,----,------,----, , ,.-- air 1Yr 3Yr 5Yr ~CJl WCrh'Paicd PCA further considered TRP's performance relative to other growth-oriented emerging market managers (see charts below). TRP's peer relative performance within this narrower universe or growth-oriented emerging market managers still places at or below median across most extended time periods. However, over the watch period TRP places above median. Peer Group Performance Comparison Universe: Emerging Markets Growth Managers (Trailing Periods, Ending 12/31/10) - [jj 5lh III 29h Fe'c:Enile I/ll 29h F'erclrileto Ma:i1l1 mj MecllI1lll 751hFe'c:Enile I'D 75Ih to 95lh F'erclrile etroaeaiceem Mro EM 1M! NO (ijenl) -1(}'----, , ,.--= ,-----, QTR SYr Investment Team The Emerging Markets team consists of two portfolio managers (Mark Edwards and Gonzalo Pangaro) and 21 research analysts. Both portfolio managers have significant experience and have been with TRP for 10 years or more. Investment decisions for the emerging markets strategy are committee driven. 3.14

15 Investment Philosophy and Process TRP employs a fundamental, bottom-up process to identify attractively valued companies that they believe exhibit sustainable growth potential. TRP's investment philosophy is based on three central tenets: (i) quality emerging markets growth stocks are frequently mispriced, (ii) stock-specific factors are the dominant drivers of stock prices and should continue to grow in importance relative to country factors, and (iii) microeconomic factors are more important than macroeconomic factors in determining the success of emerging markets ce>mpanies over the long-term. In making Company-holding selections, microeconomic factors, including foreign direct investment, the health/ownership of the financial system, the legal/institutional framework, and corporate governance, are more important than interest rate trends, politics, and other macroeconomic factors in shaping successful emerging market companies. Country, industry and currency weights are primarily a result of the stock selection decisions. When. weighting individual securities, TRP assesses the macroeconomic environment and trends in the country where the company is domiciled and the sector/industry in which it operates. A portfolio typically holds between companies and is diversified across countries and sectors. Fee Structure WPERP is currently invested in TRP's Emerging Market Equity Trust, which has the following fee schedule: First $50 million 1.00% Next $50 million 0.90% Next $150 million 0.80% Above $250 million 0.70% The annual ea Emerging Market Equity Universe of management fees on a $136 million mandate range from 0.18% % with a median fee of 0.91 %. TRP's estimated fee (based on the portfolio's December 31,2010 market value) of 91 basis points was at median. Universe Name: ea Emerging Mkts Equity Mandate Size: $136 million Annual Annual Commingled Fund " Commingled Fund Basis Points. Fees (bps) Low $ th Percentile I $812, th Percentile I $1,088, II. I' 75th Percentile $1,431, th Percentile $2,040, High $2,053, # of Observations

16 Assets Under Management As of December 31, 2010, TRP managed approximately $482.0 billion in assets, including $15.9 billion in the emerging markets strategy. Although both firm-wide assets and product assets have fluctuated with the market, both have added clients through the financial crisis. Firm-wide J TRP Eme~ging Mar.kets Assets (millions) Accounts Assets (millions) Accounts $482, $15, $391, $13, $276, $6, $400, $13, $334, $9, $269, $5, Source. evestment Alliance 3.16