DEPARTMENT OF FIRE - Los Angeles Fire and Police … … · DEPARTMENT OF FIRE AND POLICE PENSIONS...

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DEPARTMENTOF FIRE AND POLICEPENSIONS 360 East Second Street, Suite 400 Los Angeles, CA 90012 (213) 978-4550 REPORT TO THE BOARD OF FIRE AND POLICE PENSION COMMISSIONERS MARCH 23, 2006 FR~ Michael A. Perez, General Manager SUBJECT: BOARD APPROVAL OF FUNDING FOR THE FOURTH CINVEN FUND, LP, MADISON DEARBORN CAPITAL PARTNERS V, LP, NEW ENTERPRISE ASSOCIATES XII, LP AND TAX, LP ITEM: 4 RECOMMENDATION Abbott Capital Management (Abbott) is recommending that the Board approve investments of up to $5 million each in four private equity funds: The Fourth Cinven Fund, LP, Madison Dearborn Capital Partners V, LP, New Enterprise Associates 12, LP and TA X, LP. BACKGROUND Abbott Capital Management (Abbott) is one of the Board's three private equity advisors. At the Board meeting of March 9, 2006 Abbott presented a portfolio review of its private equity program. Abbott is a discretionary advisor by contract, but the Board has not authorized discretionary investments. During the ensuing discussion, Abbott suggested that it be authorized discretion within specific parameters ("discretion in a box"). The discussion eventually led to a Board consensus on an investment decision process that required Abbott to identify in advance those funds coming to the marketplace that would be suitable investments for the Pension System. Abbott would then provide to the Board written investment summaries of these proposed future investments. Each such recommendation would be for a commitment amount of up to $5 million. Through this process the Board would retain the capability to review, and to accept or reject a proposed investment, prior to Abbott actually making a commitment for the System's account. The four funds being presented today represent the first investment recommendations made under the new process. A representative from Abbott will be available via speakerphone to answer any questions the Board may have on the proposed investments. DISCUSSION The Fourth Cinven Fund is a large, pan-European buyout fund. The Pension System previously committed 3 million euros to the 1996 vintage First Cinven Fund and 5 million euros to the 2001 vintage Third Cinven Fund. Both of the previous funds had a buyout strategy focused on the United Kingdom and/or European markets.

Transcript of DEPARTMENT OF FIRE - Los Angeles Fire and Police … … · DEPARTMENT OF FIRE AND POLICE PENSIONS...

DEPARTMENTOFFIREAND POLICEPENSIONS360 East Second Street, Suite 400

Los Angeles, CA 90012(213) 978-4550

REPORT TO THE BOARD OF FIRE AND POLICE PENSION COMMISSIONERS

MARCH 23, 2006

FR~ Michael A. Perez, General ManagerSUBJECT: BOARDAPPROVAL OF FUNDING FOR THE FOURTH CINVEN FUND, LP,

MADISON DEARBORN CAPITAL PARTNERS V, LP, NEW ENTERPRISEASSOCIATES XII, LP AND TAX, LP

ITEM: 4

RECOMMENDATION

Abbott Capital Management (Abbott) is recommending that the Board approve investments of upto $5 million each in four private equity funds: The Fourth Cinven Fund, LP, Madison DearbornCapital Partners V, LP, New Enterprise Associates 12, LP and TA X, LP.

BACKGROUND

Abbott Capital Management (Abbott) is one of the Board's three private equity advisors. At theBoard meeting of March 9, 2006 Abbott presented a portfolio review of its private equity program.Abbott is a discretionary advisor by contract, but the Board has not authorized discretionaryinvestments. During the ensuing discussion, Abbott suggested that it be authorized discretionwithin specific parameters ("discretion in a box").

The discussion eventually led to a Board consensus on an investment decision process thatrequired Abbott to identify in advance those funds coming to the marketplace that would besuitable investments for the Pension System. Abbott would then provide to the Board writteninvestment summaries of these proposed future investments. Each such recommendation wouldbe for a commitment amount of up to $5 million. Through this process the Board would retain thecapability to review, and to accept or reject a proposed investment, prior to Abbott actually makinga commitment for the System's account.

The four funds being presented today represent the first investment recommendations madeunder the new process. A representative from Abbott will be available via speakerphone toanswer any questions the Board may have on the proposed investments.

DISCUSSION

The Fourth Cinven Fund is a large, pan-European buyout fund. The Pension System previouslycommitted 3 million euros to the 1996 vintage First Cinven Fund and 5 million euros to the 2001vintage Third Cinven Fund. Both of the previous funds had a buyout strategy focused on theUnited Kingdom and/or European markets.

Madison Dearborn Capital Partners V is a large fund focused on special situations involving mid-market companies located in the United States. The Pension System previously committedthrough Abbott $10 million to the 1999 vintage Madison Dearborn Capital Partners III and $5million to the 2000 vintage Madison Dearborn Capital Partners IV. (The System also committedthrough Hamilton Lane Advisors $10 million to each of the earlier funds.)

New Enterprise Associates 12 (NEA 12) is an early-stage venture capital fund, concentrating oninformation technology and biotechnology investments in the United States. The Pension Systempreviously committed $4 million to the 1996 vintage NEA VII fund, $5 million to the 1998 vintageNEA VIII fund, $5 million to the 1999 vintage NEA 9 fund and $5 million to the 2000 vintage NEA10 fund.

TA X is a later-stage venture capital fund focusing on technology, health care and financialservices. The Pension System previously committed $5 million to the 2000 vintage TA IX fund.

Complete investment returns for each of the above recommended general partner groups arecontained in the attached investment summaries. As of December 31,2005, the Pension Systemhad over $925 million in commitments to private equity funds, of which approximately 45% was inbuyout funds, 27% in venture capital funds and the remaining 28% special situation, mezzanineor other funds. This distribution across fund types is within the ranges established by the Board'sprivate equity policy.

BUDGET

Board approval of this recommendation will not impact the Department's budget, as Abbott isunder a current, fixed fee contract.

jJ{(jRick RogersInvestment Officer

TL: RR

Board Report Page 2 March 23, 2006

-CAPITAL I March 8, 2006

THE FOURTH CINVEN FUND

(Limited Partnership)

IDESCRIPTIDN

The Fourth Cinven Fund is being established as a €6.5 billion partnership which will invest primarily inmanagement buyouts (MBOs) and management buyins (MBls). Cinven focuses on making private equityinvestments in the large end of the European buyout market. Cinven generally seeks to be the lead investorin its transactions and to have majority control of the equity ownership of the companies in which it invests.

Cinven's investments have been and will be in companies headquartered in the U.K. and Continental Europe,particularly France, Holland and Germany. The firm focuses on investing in profitable businesses withdefensible market positions. Cinven prefers to invest in companies which have leadership positions in theirsectors. Some combination of high-level brand-name recognition, respected product quality, strongtechnological expertise and relative cost position are frequent characteristics of Cinven portfolio companies.

Cinven invests in companies with strong management teams which either have been previously associatedwith the company or are introduced by Cinven at the outset of the acquisition. The high caliber of themanagement groups which Cinven backs minimizes the need for the firm to play an active role in theoperations of portfolio companies. Cinven is, however, prepared to augment or change management wherethere are deficiencies or underperformance. Cinven's general policy is to place at least one of its executiveson the board of directors of its portfolio companies.

I PRINCIPALS

Cinven has 44 investment professionals, including the 19 partners described below. The partners have anaverage of 11 years of investing together at the firm.

. David Barker, 37, joined Cinven in 1996 and is a member of the technology, media andtelecommunications (TMT) team. Mr. Barker previously worked at Morgan Crucible andArthur Anderson. Mr. Barker holds a degree in natural sciencesfrom Cambridge University.

. Peter Catterall, 37, joined Cinven in 1997 and is a member of the retail, leisure, and consumersector teams. Prior to joining Cinven, Mr. Catterall worked at PricewaterhouseCoopers. Mr.Catterall holds a degree in chemistry from Exeter University.

. Yagnish Chotai, 46, joined Cinven in 1996 and is a member of the business services sector team.

Prior to joining Cinven, Mr. Chotai worked at Gresham Trust and Hill Samuel DevelopmentCapital. Mr. Chotai has a degree in economics and accountancy from Edinburgh University.

. Jonathan Clarke, 47, joined Cinven in 1989 and is a member of the industrials sector team. Mr.

Clarke previously worked at KPMG Peat Marwick. Mr. Clarke has a degree in physiology fromOxford University.

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. Guy Davison, 48, joined Cinven in 1988 and is a member of the industrials, retail, and leisuresector teams. Mr. Davison previously worked for Larpent Newton and KPMG. Mr. Davisonholds a history degree from Cambridge University.

. Christian Dosch, 36, joined Cinven in 1999 and is a member of the retail and leisure sectorteams. Prior to joining Cinven, Mr. Dosch worked at NM Rothschild and OC&C StrategyConsultants. Mr. Dosch holds an M.S.c. in economics from the London School of Economics

and a degree in electrical engineering from the University of Braunschweig.

. Peter Gangsted, 46, joined Cinven in 2001 and heads Cinven's Frankfurt office. Mr. Gangstedis a member of the consumer sector team. Previously, Mr. Gangsted worked at Allianz CapitalPartners and Unilever. Mr. Gangsted is a fellow of the Chartered Institute of ManagementAccountants and a graduate of Bath University.

. Robin Hall, 57, joined Cinven in 1981, becoming managing partner in 1988. Mr. Hall hasoverall responsibilityfor the direction and developmentof Cinven's activites.

. Pascal Heberling, 33, joined Cinven in 2001 and is a member of the healthcare sector team.Prior to joining Cinven, Mr. Heberling worked at Merrill Lynch and TD Capital Group. Mr.Heberling is a graduate of the Institut d'Etudes Politiques de Paris and holds an MA and anM.BA from the University of Toronto.

. Roberto ltalia, 39, joined Cinven in 2005 and is a member of the TMT, retail, and leisure sectorteams. Prior to joining Cinven, Mr. ltalia worked for Henderson Private Capital, WarburgPincus, and the Telecom Italia Group. Mr. ltalia holds an economics degree from LUISS andan M.BA from INSEAD.

. Andrew Joy, 48, joined Cinven in 1992 and is in charge of fund raising and limited partnerrelations. Previously, Mr. Joy worked at Hill Samuel Development Capital and was thechairman of the British Venture Capital Association from 1995-1996. Mr. Joy holds a degree inpolitics, philosophy, and economics from Oxford University.

. Hugh Langmuir, 50, joined Cinven in 1991 and is a member of the business services sectorteam. Mr. Langmuir previously worked at Bain & Co. and Citicorp. Mr. Langmuir holdsdegrees from Edinburgh University, Harvard University, and the London Business School.

. Brian Linden, 49, joined Cinven in 1985 and is a member of the TMT team. Prior to joiningCinven, Mr. Linden worked at Deloitte & Touche. Mr. Linden is a business finance graduate.

. Stuart McAlpine, 39, joined Cinven in 1996 and is a member of the healthcare and TMT sectorteams. Previously, Mr. McAlpine worked with the Royal Bank of Scotland and Ernst & Young.Mr. McAlpine has a degree in accountancy from Glasgow University.

Fourth Cinven Fund March 8, 2006

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. Gordon Moore, 39, joined Cinven in 1996 and is a member of the business services, retail, andleisure sector teams. Prior to joining Cinven, Mr. Moore worked at UBS andPricewaterhouseCoopers. Mr. Moore holds a degree in economics from Heriot-WattUniversity.

. Dick Munton, 49, joined Cinven in 1987 and is a member of the industrials sector team.Previously, Mr. Munton worked in the engineering industry. Mr. Munton is a charteredengineer and holds a degree in mechanical engineering from Nottingham University and anM.B.A. from the London Business School.

. Nicolas Paulmier, 41, joined Cinven in 1999 and is a member of the TMT sector team.Previously, Mr. Paulmier worked at Electra and Roussel-Uelaf. Mr. Paulmier holds an M.B.A.from INSEAD, a B.S.c. in biology and chemistry from the Ecole Normale Superieure, andM.S.c. in molecular biology from the Institut Pasteur, and was a Tower Fellow at HarvardUniversity.

. Simon Rowlands, 48, joined Cinven in 1986 and is a member of the consumer and healthcaresector teams. Prior to joining Cinven, Mr. Rowlands worked with an international consultingfirm on projects in the u.K. and Southern Africa. Mr. Rowlands has a degree in engineering, isa chartered engineer, and earned an M.B.A. from Cranfield School of Management.

. Marcus Wood, 38, joined Cinven in 1997 and is a member of the business services sector team.Previously, Mr. Wood worked at Intermediate Capital Group, Cable & Wireless, andPricewaterhouseCoopers. Mr. Wood had a degree in mathematics and operational researchfrom London University.

~.PERFORMANCE

The Cinven group has built a strong record since 1987. As of September 30, 2005, the compound annualinternal rate of return to investors in the Cinven partnerships is shown below:

(1)Net IRR in $US terms as reported by Cinven and confirmed by Abbott.(2)Gross IRR in local currency.(3)LAF&P has invested in the shaded partnerships.

Fourth Cinven Fund March 8, 2006-CAPITALI -3-

Total Invested % Total

(€MM) (€MM) Invested Net IRR(l)

Investments Prior to Fund I 1987-1995 €1,828.0 €1,828.0 100.0% 47.9%(2)

I CinvenFund 1996 1,600.0 1,340.3 83.8% 17.4%(3)

Second Cinven Fund 1998 2,400.0 2,009.9 83.7% 4.6%

I Third Cinven Fllnd 2001 4,400,0 2,985.0 67.8% 28.3%(3)

~SlJMMARYOF PRELIMINARY TERMs

Net profits will be allocated 80% to limited partners and 20% to the general partner after contributed capitaland fund expenses have been returned, plus an 8% preferred return. The annual management fee will be1.5% of total commitments until the end of the commitment period (the earlier of five years from the initial

closing or when the fund is fully invested). Thereafter, the management fee will be reduced to 1.5% ofaggregate commitments drawn down, further reduced by the cost of realized and written off investments.Additionally, the management fee will be reduced by 80% of any transaction and monitoring fees generatedby the fund. The general partners have committed to invest €50 million in the fund. The partnership's termwill be 10 years, subject to an extension of up to two additional one-year periods.

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--CAPITAL I March 8, 2006

MADISON DEARBORN CAPITAL PARTNERS V(Limited Partnership)

! DESCRIP11n~

Madison Dearborn Capital Partners V is being established as a $6.5 billion partnership that will investprimarily in management buyout and special situations transactions involving private, middle-marketcompanies located primarily in the United States.

Madison Dearborn was founded in 1992 by the former professional staff of First Chicago VentureCapital (FCVC). FCVC was the private equity arm of The First National Bank of Chicago. In itsearly years, FCVC primarily invested in traditional venture capital transactions which generallyinvolved early-stage companies, often with a technology orientation. By the mid-1970s, as an adjunctto this activity, FCVC became one of the earliest and most active institutional investors inmanagement buyout and special equity transactions. From 1980 through 1992, the group invested$703.3 million in 55 management buyouts and 40 special situations investments.

Madison Dearborn anticipates that substantially all of the partnership's investments will be made inequity and equity-related securities of management buyouts and growth equity transactions. MadisonDearborn expects that transactions will require a minimum equity contribution of $100 million.

Through their years of experience as active investors in many companies across a wide range ofindustries, the principals have developed a broad set of talents, relationships and contacts which theywill use to identify and analyze potential investments and add value to their portfolio companies. Inaddition to a high level of general business and financial acumen, the principals have developedinvestment expertise in several specific industries including basic industries, communications,healthcare, consumer, financial services and natural resources. Within these sectors, MadisonDearborn enjoys an unusually high-quality flow of potential investment opportunities through a broadnetwork of sources developed over the last 25 years.

I PRINCIPALS

Madison Dearborn has 24 investment professionals, including the 12 partners described below. Sevenof the partners have worked together since 1985.

. Nicholas Alexos, 42, co-founded Madison Dearborn in 1992. Previously, he spent 4 years withFirst Chicago Venture Capital. Prior to that, he was with the First National Bank of Chicago.Mr. Alexos received a B.B.A. from Loyola University, an M.B.A. from the University ofChicago, and is a c.P.A.

. John A. Canning, Jr., 61, co-founded Madison Dearborn in 1992. Previously, he spent 24years with First Chicago Corporation, most recently as executive vice president of The FirstNational Bank of Chicago and president of FCVC, a position he held from 1980 to 1992.Prior to FCVC, Mr. Canning served as assistant general counsel of The First National Bank ofChicago. Mr. Canning received an A.B. from Denison University and a J.D. from DukeUniversity.

. Benjamin D. Chereskin, 46, co-founded Madison Dearborn in 1992. Previously, he was withFCVC for nine years, where he was a senior investment manager. Prior to that, he held avariety of positions with White Properties Corporation. Mr. Chereskin received a Bachelor'sdegree from Harvard College and an M.B.A. from the Harvard Graduate School of Business.

. Paul]. Finnegan, 52, co-founded Madison Dearborn in 1992. Previously, he was with FCVCfor 10 years, where he was a vice president. Prior to that, he held a variety of marketingpositions in the publishing industry, both in the United States and in the Far East. Mr.Finnegan received a Bachelor's degree from Harvard College and an M.B.A from the HarvardGraduate School of Business.

. Timothy M. Hurd, 36, joined Madison Dearborn in 1996. Before joining Madison Dearborn,Mr. Hurd waswith Goldman Sachs & Company. Mr. Hurd received a Bachelor's degree fromthe University of Michigan and an M.B.A from the Harvard Graduate School of Business.

. Samuel M. Mencoff, 49, co-founded Madison Dearborn in 1992. Previously, he was with

FCVC for 11 years, where he was a vice president. His prior experience was in commerciallending with Industrial National Bank, the predecessor of Fleet National Bank. Mr. Mencoffreceived an AB. from Brown University and an M.B.A from the Harvard Graduate School ofBusiness.

. David F. Mosher, 49, co-founded Madison Dearborn in 1992. Previously, he was with FCVCfor nine years, where he was a senior investment manager. Prior to that, he held a variety offinance and marketing positions with Texas Instruments, Inc. and Teradyne, Inc. Mr. Mosherreceived both a B.S. and an M.B.A. from Babson College.

. James N. Perry, Jr., 45, co-founded Madison Dearborn in 1992. Previously, he was withFCVC for eight years, where he was a senior investment manager. Prior to that, he was withThe First National Bank of Chicago. Mr. Perry received a B.A. from the University ofPennsylvania and an M.B.A from the University of Chicago.

. Robin P. Selati, 39, joined Madison Dearborn in 1993. Previously, he was in theconsumer/retailing investment banking group at Alex. Brown & Sons. Mr. Selati received aB.A. from Yale University and an M.B.A. from the Stanford University Graduate School ofBusiness.

. Thomas S. Souleles, 37, joined Madison Dearborn in 1995. Prior to joining MadisonDearborn, Mr. Souleles was with Wasserstein Perella & Co. Mr. Souleles received an AB.from Princeton University, aJ.D. from Harvard Law School, and an M.B.A from the HarvardGraduate School of Business.

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. Timothy P. Sullivan, 47, co-founded Madison Dearborn in 1992. Previously, he was withFCVC for three years, where he was an investment manager. Prior to that, he served in theU.S. Navy. Mr. Sullivan received a B.S. from the United States Naval Academy at Annapolis,an M.S. from the University of Southern California, and an M.BA from the StanfordUniversity Graduate School of Business.

. Paul R. Wood, 51, co-founded Madison Dearborn in 1992. Previously, he was with FCVC

for nine years, where he was a vice president. His prior experience includes six years with theventure capital unit of Continental Illinois Bank. Mr. Wood received a B.S. from theUniversity ofIllinois and an M.BA from Columbia Business School.

~..;I?ERF()gMANCE

The Madison Dearborn group has built an excellent record since 1980. As of September 30, 2005 thenet compound annual internal rate of return to investors in the Madison Dearborn partnerships is asshown below.

(1) Includes all management buyout and special equity investments made by the group at FCVC.(2) Gross return on portfolio.(3)As reported by Madison Dearborn and confirmed by Abbott.(4)It is too soon to draw a definitive conclusion.

(5)LAF &P has invested in the shaded partnerships.

I SlJ.MM1\RYOF P~LIMINARYTERMS

Net profits will be allocated 80% to the limited partners and 20% to the general partner, subject toa 7% preferred return. The annual management fee will initially be 1.5% of committed capital. Atthe earlier of the fund's sixth anniversary or one year after 90% of the fund's capital has beeninvested, the management fee will be reduced to 0.75% of committed capital. The management feewill be further reduced by 80% of any transaction or monitoring fees, and by 100% of any netbridge financing fees. The general partners have committed to invest a minimum of $140 million inthe fund. The partnership's term will be 10 years, subject to an extension of up to three additionalone-year periods.

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Amount ($ million) % Total NetTotal Invested Invested IRR

First Chicago Venture Capital 1980 $703.3 $703.3 100.0% 39.4%(1,2,3)

Madison Dearborn Capital Partners 1992 550.0 543.0 98.7 28.1 (3)

Madison Dearborn Capital Partners II 1997 925.2 886.1 95.8 24.0 (3)

Madison Dearborn Capital Partners III 1999 2,221.0 2,038.3 91.8 6.8 (3,5)

Madison Dearborn Capital Partners IV 2000 4,036.0 2,329.2 57.7 18.7 (3,4,5)

-CAPITAL I March 14, 2006

NEW ENTERPRISE ASSOCIATES 12

(Limited Partnership)

NEA 12 is being established as a $2.5 billion partnership where approximately $1 billion is expected tobe invested in early-stage companies and the balance in later-stage, growth oriented opportunities inthe information technology and healthcare industries. This will be the thirteenth fund of the NEAfranchise, which was first organized in 1978.

NEA will continue its portfolio strategy of investing in a broad range of industries and in companiesthat are in various stages of development -- from early-stage financings that often provide the highestreturns to later-stage financings that provide the earliest returns. Historically, prior NEA partnershipshave invested approximately 80% of their capital in the seed and start-up stages of investing.However, beginning in NEA 10 and continuing in NEA 11, a trend to invest more in later-stage dealshas emerged, partly due to the difficult return environment for early-stage companies. Over the years,NEA has built a strong reputation based on its success as a classic venture investor and it is generallyrecognized within the venture capital industry as one of the most active firms in early-stage investing.Typically the fund will make investments ranging anywhere from $100,000 to $70.0 million. Over thepast two years the initial investment size has averaged $7.0 million and the average total dollar amountinvested per deal is estimated to be approximately $17.0 million.

NEA anticipates that it will invest approximately 60% of NEA 12 in the following informationtechnology sectors: software and services, communication systems and services, computer hardwareand electronics and new experimental areas, specifically in new sub-sectors of the informationtechnology industry. NEA expects the remaining 40% to be invested in healthcare, specificallybiopharmaceuticals, medical devices, healthcare services and healthcare information technology. Inaddition to diversifying via sector, NEA plans to invest approximately 10% of the fund in theemerging venture capital markets of India and China.

NEA will assist its portfolio companies in achieving their internal goals and is in a position to workwith management in altering original plans where necessary or desirable. Although the generalpartner will monitor all of the partnership's investments, the approach and degree of involvement willvary from company to company depending on the nature of the investment and the contributions thatthe general partner can make. NEA anticipates that in a substantial number of investments thepartnership will act as lead investor, having a sizable ownership interest and board representation.

NEA's team has over 230 years of venture capital experience collectively. Of NEA's 17 currentinvesting partners, ten have been with the group for more than ten years. Listed below are the elevengeneral partners of NEA 12:

. M. James Barrett, 63, joined NEA in September 2001. Prior to joining NEA, Dr. Barrettworked at Sensors for Medicine and Science, Genetic Therapy Life Technologies and BethesdaResearch Labs. Dr. Barrett received a B.S. from Boston College, an M.B.A. from theUniversity of Santa Clara, and a Ph.D. in biochemistry at the University of Tennessee.

. Peter J. Barris, 54, joined NEA in 1990 and became a general partner in 1992. Prior to joiningNEA, Mr. Barris worked at Legent Corporation, Uccel Corporation, and G.E. InformationServices Co. Mr. Barris received a B.S. from Northwestern University and an M.B.A. fromDartmouth College.

. Forest Baskett, 63, joined NEA in 1999 and became a general partner in 2004. Previously, Mr.Baskett worked at Silicon Graphics Inc., Digital Equipment Corporation, Xerox Parc andStanford University. Mr. Baskett received a B.A. from Rice University and a Ph.D. in computerscience from the University of Texas as Austin.

. Ryan D. Drant, 35, joined NEA in 1996 and became a general partner in 2003. Prior to joiningNEA, Mr. Drant worked at Alex. Brown & Sons and Arthur Anderson & Co. Mr. Drant receiveda B.A. from Stanford University.

. Krishna Kolluri, 42, joined NEA in 2006. Previously, Mr. Kolluri worked at Juniper Networks,Netscreen Technologies, Neoteris, Healtheon/WebMD and Silicon Graphics. Mr. Kollurireceived a B. Tech. from the Indian Institute of Technology and a M.S. from the State Universityof N ew York, Buffalo.

. C. Richard Kramlich, 70, is a co-founder of NEA. Prior to co-founding NEA, Mr. Kramlichworked at Arthur Rock & Associatesand Gardner & Preston Moss. Mr. Kramlich received a B.S.from Northwestern University and an M.B.A.from Harvard University.

. Charles M. Linehan, 36, joined NEA in 1992 and became a general partner in 2003. Mr.Linehan received an A.B.from Harvard University.

. Peter T. Morris, 49, joined NEA in 1992and became a general partner in 1996. Prior to joiningNEA, Mr. Morris was with Telebit, Montgomery Securities and Bain & Company. Mr. Morrisreceived a B.S.and an M.B.A.from Stanford University.

. Charles W. Newhall ill, 61, is a co-founder and general partner of NEA. Prior to co-foundingNEA, Mr. Newhall worked at T. Rowe Price's investment management and venture capitalgroups for six years. Mr. Newhall received a B.A. from the University of Pennsylvania and anM.B.A. from Harvard University.

. Mark W. Perry, 62, joined NEA in 1995 and became a general partner in 1996. Prior to joiningNEA, Mr. Perry was with Viewstar Corporation, Silicon Graphics, Sonoma Vineyards andArthur Young & Company. Mr. Perry received a B.A. from Amherst College and an M.B.A.from Harvard University.

. Scott D. Sandell, 41, joined NEA in 1996 and became a general partner in 2000. Prior tojoining NEA, Mr. Sandell was with Microsoft Corporation and founded the EuropeanSubsidiary of C-A TS Software. Mr. Sandell received a B.A. from Dartmouth College and anM.B.A. from Stanford University.

New Enterprise Associates 12 March 14,2006

_CAPITALI -2-

New Enterprise Associates VIII-A(7)

New Enterprise Associates 11

2001

2003

156.0

1,111.0

141.0

441.7

89.8%

39.8%

-7.7% (3,4)

25.3%(3)

(1) As reported by NEA and confirmed by Abbott.(2) Terminal net IRR; partnership liquidated.(3) Too soon to draw definitive conclusions.(4) NEA VIII-A is an annex fund formed to make follow-on investments for some of the NEA VIII

portfolio companies.(5)LAF &P invested in the shaded partnerships.(6)Includes reinvestment of proceeds from realized investments.(7)Abbott did not invest in this fund.

LsliMMARYOEPREiiMINARYTERMS ]

Net profits will be allocated 70% to the limited partners and 30% to the general partners. The annualmanagement fee will be 1.25% of aggregate capital commitments. At the end of the investment period,the management fee will be 1.25% the lesser of the aggregate cost of invested capital or the aggregatefair market value of the remaining portfolio investments. Additionally, the management fee will bereduced by 100% of any fees received by the general partner. The general partners have committed$25.0 million, or 1% of committed capital, to the fund. The partnership's term will be 12 years,subject to three optional one-year extensions.

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As of September 30, 2005, the net compound annual internal rate of return to investors in each NEAfund was as follows:

Total Invested % Total

($ MM) ($ MM) Invested (6) Net IRR (1)

New Enterprise Associates I 1978 $16.5 $23.2 140.6% 24.8%(2)

New Enterprise Associates II 1981 45.3 65.8 143.5% 15.2%(2)

New Enterprise Associates III 1984 126.0 154.8 122.9% 4.1% (2)

New Enterprise Associates IV 1986 151.5 185.5 122.4% 10.1%

New Enterprise Associates V 1990 199.0 259.1 130.2% 31.4%

New Enterprise Associates VI 1993 230.0 295.8 128.6% 65.4%

New Enterprise Associates VII 1996 310.6 358.1 115.3% 64.4%(5)

New Enterprise Associates VIII 1998 565.6 761.3 134.6% 36.1 %(5)

New Enterprise Associates 9 1999 880.0 898.4 102.1% -17.6%(5)

New Enterprise Associates 10 2000 2,323.0 1,805.3 77.7% 5.0% (3,5)

-CAPITAL I March 8, 2006

TAX

(Limited Partnership)

I DESCRipTION

TA X is being established as a $3.5 billion partnership to provide equity financing for profitablecompanies in growth industries. T A Associateswill seek out and originate its own investments, whichwill range from minority investments to buyouts. The first Advent fund was organized in 1969.

TA seeks to invest its capital behind strong, motivated management teams with proprietary products orservices in large, rapidly growing markets. Historically, T A has successfully taken advantage ofspectacular growth rates in certain industries and has succeeded in being among the first investors toidentify the growth of new industries. Of equal importance, T A has had the foresight to move on tonew market segments, such as technology, healthcare and financial services, as the growth andcompetitive environment in older segments have become less attractive.

TA's strategy is to identify the appropriate industries early in their growth cycle and to become the firstinstitutional investor in the leading companies in these industries. In analyzing private equityinvestment opportunities, T A focuses on backing strong, motivated management teams in profitablecompanies with long-term customer relationships and renewable revenue bases. The heart of TAAssociates' investment origination capability, which it pioneered over 25 years ago, lies in an extremelyactive cold-calling program. Once industries of strategic interest are identified, the professional staff isorganized into teams, which then focus on those individual industries. Based on this activity, T Aannually generates thousands of new company leads, resulting in the last five years in T A being the firstinstitutional investor in over 67% of the companies. Moreover, virtually all of its investments were in

profitable companies.

The TAX portfolio will be diversified across a number of growth industries in which T A Associates hasdemonstrated expertise. TAX will participate mainly in the later-stage categories labeled expansioncapital, re-caps and growth leveraged buyouts of profitable companies. Generally, TA has found thatinvestments in companies that are profitable at the time of investment have resulted in higher returnsand earlier realizations than have earlier-stage investments.

rPRINCIPALS.

The managing directors of TA X have over 250 years of private equity experience and an averagetenure of over 20 years at T A. Below are the managing directors of TAX.

. Jeffrey T. Chambers, 50, joined T A Associates in 1980 and opened the firm's Palo Altooffice in 1982. Previously, Mr. Chamers was a consultant for Meredith Associates, Inc.Mr. Chamers received a B.A. from Harvard College and an M.B.A. from the StanfordUniversity School of Business.

. Michael C. Child, 51, joined TAAssociates in 1982. Previously,Mr. Child was employedby ROLM Corporation, the Boston Consulting Group, Inc. and Hewlett-Packard

TAX

Company. Mr. Child received a B.S. from the University of California at Davis and anM.B.A. from the Stanford University Graduate School of Business.

. Brian]. Conway, 47, joined TA Associatesin 1984. Previously, Mr. Conway worked atMerrill Lynch. Mr. Conway received a B.A. from Amherst College and an M.B.A. fromthe Stanford University School of Business.

. Jonathan M. Goldstein, 44, joined TA Associates in 1986. Prior to joining TA, Mr.Goldstein worked at Biogen, Inc. Mr. Goldstein received an S.B. in biology, an S.B. inchemical engineering, and an S.M. in biochemical engineering from the MassachusettsInstitute of Technology and an M.B.A. from the Harvard BusinessSchool.

. Kurt R. Jaggers, 47, joined TA Associates in 1990. Prior to joining TA, Mr. Jaggersworked at Network Equipment Technologies, Business Computer Corporation, ROLMCorporation, and The Boston Consulting Group. Mr. Jaggers received a B.S. and an M.S.from Stanford University and an M.B.A. from the Stanford University Graduate School ofBusiness.

. Bruce Johnston, 45, rejoined TA Associates in 2001. Prior to rejoining TA, Mr. Johnstonworked at idealab! Boston for two years, and prior to that, was employed at TA for sevenyears. Previous to his first stint at TA, Mr. Johnston worked at Lotus DevelopmentCorporation and at The First Boston Corporation. Mr. Johnston received a B.s. fromDuke University and an M.B.A. from Pennsylvania State University.

. Roger B. Katker, 43, joined TA Associates in 1989. Previously, Mr. Katker was employedby Bankers Trust Company. Mr. Katker received a BA. from Haverford College and anM.B.A. from the Harvard Business School.

. C. Kevin Landry, 61, joined TA Associatesat its founding in 1968, becoming a generalpartner in 1972, a managing partner in 1982 and CEO upon incorporation. Mr. Landryreceived a B.A. from Harvard University and an M.B.A. from the "Wharton School ofFinance.

. David S. Lang, 39, joined TA Associatesin 1990. Prior to joining TA, Mr. Lang workedat Merrill Lynch. Mr. Lang received a B.A.from Harvard University and an M.B.A. fromthe Harvard BusinessSchool.

. P. Andrews McLane, 58, joined TA Associates in 1979. Prior to that, Mr. McLaneworked at the State Street Bank & Trust Company. Mr. McLane holds an A.B. fromDartmouth College and an M.B.A. from the Tuck School of Businessat Dartmouth.

. Kenneth T. Schiciano, 43, joined TA Associatesin 1988. Previously, Mr. Schiciano wasemployed at AT&T Bell Laboratories. Mr. Schiciano received a B.S. from DukeUniversity, an M.S. from Stanford University, and an S.M. from the MassachusettsInstitute of Technology Sloan School of Management.

March 8, 2006

-2-_CAPITALI

. Richard D. Tadler, 49, joined T A Associatesin 1987. Previously, Mr. Tadler worked atInvestments Orange Nassau, Inc. and an ARMCO. Mr. Tadler received a B.S. from theUniversity of Virginia and an M.B.A. from the Wharton School of Finance.

. MichaelA R. Wilson, 38, joined TAAssociates in 1992. Prior to joiningTA, Mr. Wilsonworked at Morgan Stanley and AffiliatedManagers Group. Mr. Wilson received a B.A.from the University of Western Ontario and an M.B.A from the Harvard BusinessSchool.

! PERFORMANCE

TAAssociates has built a strong record since its founding in 1968. As ofJune 30, 2005, the compoundannual internal rate of return to investors in the T A partnerships is shown below:

(I)As reported by T A Associates and confirmed by Abbott.(2)LAF &P has invested in the shaded partnership.

I.SUMM:A:RYOFPRELIMINARYTERMS

Net profits will be allocated 75% to the limited partners and 25% to the general partners. In the firstyear, the general partner will receive an annual management fee of 1.125% of total capitalcommitments. The management fee peaks at 2.25% in years three through seven. In years eight andnine, the management fee will be 2.0% and 1.5%, respectively. In years ten and later (if any) the feefalls to 1.0%. Directors' and other fees will be credited 90% against the management fee. Thegeneral partners have committed to invest $140 million in the fund. The partnership's term will be10 years, subject to an extension of up to three additional one-year periods.

TAX March 8, 2006

_CAPITALI -3-

Amount ($ millions) % Total

Began Total Invested Invested NetIRR(I)

Advent VI 1988 $220.0 $218.1 99.1% 32.4%

Advent Industrial II 1989 40.0 39.9 99.8% 34.8%

Advent New York 1990 40.2 39.4 98.0% 54.2%

Advent Atlantic & Pacific II 1991 111.0 109.2 98.4% 54.7%

Advent VII 1992 300.0 300.4 100.1 % 56.7%

Advent Atlantic & Pacific III 1996 150.0 155.2 103.5% 43.2%

TAl Advent VIII 1996 800.0 780.6 97.6% 21.4%

TAl Atlantic & Pacific IV 1999 500.0 476.2 95.2% 4.2%

TA Subordinated Debt Fund 2000 500.0 340.6 72.0% 13.7%

ITAIX 2000 2,000.0 1,439.8 68.1% 14.2%(2