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1 Tacoma Employees’ Retirement System Board Meeting February 12, 2015

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Tacoma Employees’ Retirement System Board Meeting February 12, 2015

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Presenting to you today

Susan Long McAndrews, Partner (joined 2002, 20 years of private equity experience)

Susan is a member of Pantheon’s Partnership Board and also leads Pantheon’s North American primary fund

investment activity. Susan is a member of the International Investment Committee, the U.S. Regional Investment

Committee and the Global Infrastructure Committee. Prior to joining Pantheon, she was a principal at Capital Z

Partners in Asia, where she was responsible for executing investments in private equity funds and in fund

management companies. In addition, Susan was a director at Russell Investments from 1995 to 1998 in its private

equity group. Susan received a BA from the University of North Carolina at Chapel Hill in international studies and

Economics and an MA from Stanford University in international policy studies. Susan is based in San Francisco.

[email protected]

John Greenwood, Principal (joined 2010, 26 years of private equity experience)

John focuses on client services and business development activities in North America. John has spent over 25 years

in the Private Equity industry. Prior to joining Pantheon, John was the founder and Managing Director of TD Capital

Private Equity Investors – Canada’s leading fund of funds. John previously managed a direct investment business for

TD Capital and was a partner in an independent private equity fund. John started his career in the venture capital

group of Citibank Canada. John received an MBA from the University of Toronto and an BA from Trinity College,

University of Toronto.

[email protected]

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> Introduction to Pantheon

> Why Private Equity?

> Global Investment Strategy & Process

Market Environment & Investment Strategy

Investment Process

> Separate Account Proposal for Tacoma

Agenda

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Introduction to Pantheon

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Investing in private markets assets for over 30 years

1 Pantheon International Participations PLC 2 As at 1st January 2015 3 As at 30th June 2014. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function

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Global capabilities

Chris Meads

Head of Investment

Helen Steers

Head of European Primaries

Susan Long McAndrews

Head of U.S. Primaries

Dennis McCrary

Head of Co-Investment

Elly Livingstone

Head of Global Secondaries

> TEAM: 31

> PE EXPERIENCE: 316 years

> LANGUAGES: 9

28 years

Nine U.S. funds

US$18.6bn AUM1

The Americas Europe Asia

> TEAM: 32

> PE EXPERIENCE: 378 years

> LANGUAGES: 13

33 years

Seven European funds

US$9.4bn AUM1

> TEAM: 9

> PE EXPERIENCE: 93 years

> LANGUAGES: 4

23 years

Six Asian funds

US$4.0bn AUM1

SEOUL

2014

BOGOTÁ

2014

2007

NEW YORK

1982

LONDON

1992

HONG KONG

1987

SAN FRANCISCO

As at 1st January 2015 1 As at 30th June 2014

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2002 2010 1999

State Universities

Retirement

System of Illinois

Large Ohio

Public Pension

Plan

2004 2013 2000

Illinois Municipal

Retirement Fund

Large Florida Public

Pension Plan

District of Columbia

Retirement Board

Large Virginia

Pension Plan

Funds-of-funds investors2 Separate account investors1

Pantheon has managed 35 separate accounts,

of which 8 are actively committing capital

2010

Large California

Municipal Plan

2002 1999 > Fire & Police Employees' Retirement System of Baltimore

> California Teachers Association

> Carpenters Trust of Western Washington

> Chicago Teachers Retirement Fund

> City of Miami Fire Fighters’ and Police Officers’ Ret. Trust

> City of Norwalk Employees' Pension Fund

> City of San Jose Police and Fire Retirement Plan

> Employer's Warehousemen

> Employment Retirement Plan of NEA

> Fairfax County Uniformed Retirement System

> Kansas City Public Schools Retirement System

> Kern County Employees' Retirement Association

> Louisiana School Employees Retirement System

> Louisiana State Employees' Retirement Systems

> Merced County Employees' Retirement Association

> Metro Government of Nashville and Davidson County

> Office of Hawaiian Affairs – State of Hawaii

> Ohio Highway Patrol ERS

> Public School Ret. System of the City of St. Louis

> Shands Healthcare Pension Plan

> South Carolina Retirement Systems

> Tulare County Employees’ Retirement Association

> Ventura County Employees’ Retirement Association

Partnering with U.S. public pensions since 1998

1 This reflects all US public pension plans that are separate account investors. 2 This is a list of all US public pensions invested in Pantheon funds-of-funds who have given permission to Pantheon to disclose their names in

marketing materials. Inclusion in either list does not indicate a client’s approval of Pantheon or it’s services.

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> Consistent first and second quartile performance1

> Significant public market outperformance

> Strong realized returns across investment cycles

Strong

track record

Pantheon: global leaders in private equity

> Investment strategy governed by macroeconomic viewpoint

> Thematic approach complemented by rigorous selection process

Thematic

strategy

> Established FoF manager with 72 investment professionals2

> International Investment Committee members average 20 years of private equity experience2

> US$32.2 billion in assets under management globally3

Deeply

Experienced

team

> Interests aligned through Pantheon commitment, management ownership and global carry pool

> Flexible offerings, tailored to meet individual client needs

> Long-standing client partnerships; clear communication and open dialogue

Client focus

1 Quartile data source: VentureXpert; data captured 15th August 2013 2 As at 1st January 2015 3 As at 30th June 2014. This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function

Past performance is not indicative of future results. Future performance is not guaranteed and loss of principal may occur

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Why Private Equity?

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5.6%

7.9%

12.3%

7.4%

0%

2%

4%

6%

8%

10%

12%

14%

Fixed Income Public Equity Private Equity Real Estate

Asset allocation in context of performance

1 Source: Private Equity Growth Capital Council, October 2014

Analysis is based on financial reports from over 150 US public pension funds. The analysis of pension fund investment returns is based on available 10-year return

data as of June 30, 2013 for each asset class. Using June 30th returns provides the largest sample size for all asset classes. Pension funds typically report returns for

private equity and other illiquid assets net of management fees and carry, while marketable securities can be reported net or gross of fees.

Past performance is not indicative of future results and loss of principal may occur.

Pension Fund Investment Return (10-year) by Asset Class1

Total Fund

Return 7.5%

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Increasing allocations to private equity

U.S. Public Pension Funds’ Average

Private Equity Allocation

6.45% 6.36% 6.31%

6.79%

7.31% 7.49%

7.77% 7.52%

7.75%

8.45%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

2009 2010 2011 2012 2013

Average Current Allocation % Average Target Allocation %

Source: Preqin, November 2013.

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Typical applications

> Providing seed and growth capital to developing

businesses

> Addressing succession issues and growth

capital needs in family-owned firms

> Seeks to unlock value in under-funded

subsidiaries of large corporations

> Reorganizing large multi-divisional corporations

to become more efficient / productive

> Seeks to restart growth via take-privates of

undervalued and undercapitalised publicly-

listed companies

Strong corporate governance model

> More frequent availability and detail of

information available to private equity

managers than in public markets

> Provides ability to influence and change

company management

> Can generate implied control premium

> Creates alignment of interests

> Operates over long-term investment horizon

> Operational improvements

> Organic and external growth

> Entry / exit timing – multiple exit routes

> Financial engineering

Private equity can drive value creation

How can private equity create value?

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“Blind pool” commitment to a General Partner

+ Can provide access to top quartile managers

+ Facilitate consistent exposure across vintages

+ Allows strategic diversification by investment stage,

sector

- Initial management fees negatively impact interim NAVs

- Longer time horizon to distributions

Portfolio can be partly known and valued

+ Greater insight into portfolio composition at time of

commitment (for secondaries)

+ Initial fund fees and expenses already paid

+ Shorter time horizon to distributions

- Less strategic allocation flexibility

- Potential over diversification (for secondaries)

Primary Funds Opportunistic Funds

= Generally can produce a higher multiple on

invested capital than secondaries

= Generally can produce a higher internal rate of

return (IRR) than primaries

Time

Performance

(NAV +

distribution)

Primaries

Opportunistic

Funds

Primaries and secondaries / co-investments are

complementary strategies

For illustrative purposes. There is no guarantee that an investor will achieve such results

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Global Investment Strategy & Process

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Market Environment & Investment Strategy

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U.S.: Thematic investment opportunities

Seek demonstrated value creation capabilities in all strategies

Pantheon’s opinion as of January 1st, 2015

Seek out sectors with favorable

growth characteristics

> Cautious approach to GDP-

correlated industries in the

current environment

> Growth tied to innovation,

population, or global markets

> Sub-sectors within energy,

healthcare, and technology

> Primarily accessed via

sector-focused managers

Capitalize on undervalued and

complex situations

> Managers acquire companies

that are overlooked because of

their perceived intricacies

> Trade complexity for attractive

entry valuations

> Operational skill sets and sector

expertise are critical to success

> Opportunistic across sectors

Re-industrialization provides private equity opportunities

> Re-shoring has driven growth in the manufacturing sector

> Significant investment in new capacity and technology will be

required

> Target chemicals, machinery and equipment, and services

subsectors

> Executable across stages

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Europe: Many different market opportunities

Source: Pantheon Opinion; % of European deal value between 2011-13; PEInsight / Unquote – March 2014; 1DACH includes Germany, Austria and Switzerland 2 Central & Eastern Europe category also encompasses Russia and Turkey

14%

33%

4%

5%

17%

15%

Nordic

> Region notable for significant

number of high-quality

industrial and service

companies

> Market dominated by a

number of local players

> Management teams tend to be

high quality and have

international outlook

DACH1

> Tends to be dominated by

corporate spin-outs generally

backed by pan-European firms

> Family-owned business

succession drives mid-market

volume

> Industrial, export-orientated

companies are a key focus

UK and Ireland

> Largest and most mature

European PE market

> PE-friendly environment

> Deep PE infrastructure

> Pan-European and local

managers provide excellent

coverage

France

> Thriving mid-market focused PE

industry

> “Insiders’” market with limited

penetration by pan-European

firms

> Management teams very

accepting of PE

> Understanding of local culture

and industrial relations key to

success

4%

8%

CEE2

> Growing volume of

transactions

> Relatively faster-growing

economies

> Large number of small PE

firms

Southern Europe

> Italy, Spain and Portugal are

dominated by family-owned

businesses

> Tend to be “insiders” market,

small number of local managers

> Larger transactions tend to be

undertaken by pan-European

firms

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Emerging Markets: A wide spectrum of thematic opportunities

EMERGING ASIA: 40-60%

AFRICA, MIDDLE EAST & TURKEY: 0-15%

North Africa

Turkey

Nigeria

Kenya

South Africa

CEE RUSSIA & CIS: 0-15%

Poland

Russia & CIS

Colombia & Peru

Brazil

Mexico

Argentina

LATAM: 25-35%

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Pantheon portfolio continues to outperform

Past performance is not indicative of future results. Charts above show cost-weighted growth for individual primary buyout investments in PASIA III-VI, PEURO I-VII and PUSA IV-IX and are based upon data at 31st December 2013. Data includes financials made available by GPs for Pantheon’s buyout investments. Horizontal axis refers to calendar year. Earnings primarily refers to EBITDA (when EBITDA has not been

reported, Net Income has been used instead). Individual companies’ earnings growth rates are capped as +/- 100%. The figures are based on unaudited data. MSCI data sourced from

and calculated by Bloomberg. in July 2014.

15%

19%

16%

5%

0%

15%

8% 10%

8% 10%

13%

10%

-10%

-15%

13%

6%

-1%

3%

-20%

-15%

-10%

-5%

0%

5%

10%

15%

20%

25%

2005 2006 2007 2008 2009 2010 2011 2012 2013

Earnings Growth (Buyout only) MSCI AC World - Earnings growth

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Track-record of superior performance

Pantheon Global Select 2014 is a new product offering from Pantheon. Set forth below is Pantheon’s pro forma global primary performance, based upon the primary private equity investments of Pantheon’s

different regional fund vehicles and separate account clients.

Please note that this is hypothetical performance and no Pantheon fund or client has achieved the results in this hypothetical composite.

Data as at 30th June 2014

The measures for the pro forma performance of Pantheon Global Select 2014 include the primary investment results of different regional fund vehicles and separate account clients, as described below. So as to represent the period of time over

which a Pantheon primary fund of funds may commit its capital, Pantheon has created nominal pools of capital, representing three-year time periods, each pool comprising the primary investments made during such period measured by date of first

draw down and weighted in line with the Pantheon Global Select 2014 strategic allocations. In compiling the underlying investment results, within regional and fund stage allocations, where possible, all underlying investments are weighted equally

by vintage year and represent all primary fund commitments made by PEURO 91 pro forma, PEURO 94 pro forma, PEURO I–VII, PUSA I–IX, PUSA SFP IX, PASIA I–VI, PEAF VI, PEMF (Ex-Asia) and Emerging Market Investments made by

Pantheon on behalf of separate account clients from 1992–2012. The pro forma results presented herein do not represent actual historical results achieved by any client, but instead reflects illustrative results. Pro forma results, such as those

depicted above, have inherent limitations which are described more fully in “Limitations of Investment Performance Data and Pro Forma Data” in Section XV “Risk Factors” in the PPM and as such should not be relied on as an indication of what

actual performance would have been for the time period shown or may be in the future.

Net IRR. Net IRR is the annualized internal rate of return (“IRR”) as calculated for each of the pro forma pools described above based upon pro forma net monthly cash flows and pro forma residual NAV included in the last month. The measure

presented is net of a pro forma management fee to Pantheon, assumed to be the highest default rate with respect to Pooled Investors set forth in the Key Terms for the Program (i.e. an annual management fee of 55bps on aggregate capital

commitments). Commencing on the eighth anniversary of the end of the first accounting period and in respect of each year following, the Management Fee is reduced to 90% of the amount paid in the previous year. Nominal net performance has

been calculated without taking into account fund organizational and administrative expenses, which include expenses incurred in connection with the formation of and sale of interests in the fund, fees and expenses related to investment activity

and all fees and expenses related to the operation and administration of the fund, nor of cash inefficiencies that may exist within the actual funds. The deduction of such fees would decrease returns. Prospective investors should note that the

actual fee structures for the regional funds and separate account clients differed from that included in the pro forma presentation above and varied throughout the periods presented.

MSCI World PME. The notional IRRs for the MSCI World Index were calculated using the Public Market Equivalent (PME) methodology, whereby the Pantheon net cash flows are hypothetically invested in the index, assuming zero cost. The MSCI

World Index assumes reinvestment of all dividends after tax and is supplied by Bloomberg/MSCI.

In considering this performance prospective investors should bear in mind that past or expected performance is not necessarily indicative of future results and there can be no assurance that Global Select will achieve similar returns or that

expected returns will actually be achieved. Past performance is not indicative of future results. Future returns are not guaranteed, and a loss of principal may occur.

Average outperformance: 6.0%

Average Net IRR: 13.9%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

Pro forma1992 - 1994

Pro forma1995 - 1997

Pro forma1998 - 2000

Pro forma2001 - 2003

Pro forma2004 - 2006

Pro forma2007 - 2009

Pro forma2010 - 2012

TOTAL1992-2012

Global Access MSCI World PME

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Investment Process

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Senior team with deep knowledge and experience

International Investment Committee

U.S. Investment

Committee

European

Investment

Committee

Asian

Investment

Committee

Emerging Markets

Investment

Committee

Global Secondary

Investment

Committee

Co-Investment

Committee

Global

Infrastructure

Committee

Susan Long

McAndrews

Brian Buenneke

Brett Johnson

Dennis McCrary

Helen Steers

Francesco di

Valmarana

Rob Wright

Alex Scott

Dushy Sivanithy

Chris Meads

Jie Gong

Andrew Lebus

Brian Lim

Alex Wilmerding

Brian Lim

Elly Livingstone

Jaime Londoño

Dushy Sivanithy

Maureen Downey1

Elly Livingstone

Andrew Lebus

Rudy Scarpa

Paul Ward1

Matt Garfunkle

Matt Jones

Nik Morandi

Dennis McCrary

Helen Steers

Paul Ward1

Jeff Miller

Alex Wilmerding

Erik Wong

Kathryn Leaf Wilmes

Andrea Echberg

Matt Garfunkle

Susan Long

McAndrews

Evan Corley

As at 1st January 2015 1 Observers

Helen Steers

Head of European Primaries

Private Equity years: 26

Pantheon years: 11

Elly Livingstone

Head of Global Secondaries

Private Equity years: 18

Pantheon years: 14

Susan Long McAndrews

Head of U.S. Primaries

Private Equity years: 20

Pantheon years: 13

Dennis McCrary

Head of Co-Investment

Private Equity years: 21

Pantheon years: 8

Chris Meads

Head of Investment

Private Equity years: 19

Pantheon years: 14

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Disciplined investment process

> Complete initial subscription

documentation process

> Secure approval of Pantheon

Fund GP / Manager

> Finalise subscription

documentation

> Transfer subscription

documentation

> Correspondence with GP

> Assess and model company

financials

> Reference calls

> Legal, compliance and ESG

reviews

> Conduct portfolio company

meetings

> Investment recommendation

> Regional and global investment

committee approval

> Preliminary review of fund

information

> Face to face meeting with

manager

> Review and discussion by

investment team

> Agree on process and

staffing

> Review of fund due diligence

information

> Follow-on meetings with

manager and team

> Review and discussion by

investment team

> Advance notice given and

discussion with regional and

global investment committees

Reasons to decline

> GP franchise or governance

> Investment strategy issues

> Team depth and quality

> Alignment of carried interest, fee

structure and compensation &

incentives

Reasons to decline

> Portfolio performance issues

> Questionable GP value-add

> Fund legal structuring issues

> Team capabilities or commitment levels

> Unfavourable references

> ESG or compliance concerns

Reasons to decline

> Legal issues or structuring

issues

Source & screen Preliminary diligence Detailed diligence Commitment

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Proprietary due diligence tools support thorough analysis

> Benchmark analysis of

each fund manager

against peer group

> Confirms optimal portfolio

fit is achieved

> Performance analysis on

unrealised and realised

companies

> Thorough appraisal of key

portfolio metrics

> Provides focus for further

due diligence

> Provides insight into how

managers create value

> Evaluates impact of leverage,

multiple arbitrage and

earnings growth

Peer group benchmarking Portfolio analysis tool Profit attribution

5%

19%

36%

6%

10%

7%

15%

2%

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

Write-Offs

>0.0x to <1.0x

1.0x

>1.0x to <3.0x

≥3.0x to <5.0x

≥5.0x

Number of CompaniesLabels indicate % of fund portfolio by cost

Realized Unrealized

90%

60%

40%

20%

10%

24%

52%

67%

100%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Fund I Fund II Fund III Fund IV Fund V

Investment StatusBy Cost

Realized Unrealized

Private Equity Fund

Value Creation AnalysisAs of March 31, 2010

REALIZED INVESTMENTS Investment Value Creation Attribution

Investment Fund

Initial Inv.

Date Status Cost

Total

Value

Value

Creation

(incl. Div.)

Company 1 Fund 1 Nov-03 R 369.1 984.8 615.7 416.8 113% (50.0) -14% 15.1 4% (62.9) -17% 50.5 14% - 0%

Company 2 Fund 1 Nov-03 R 214.5 450.7 236.2 79.2 34% (26.6) -11% 303.9 129% (24.6) -10% (95.7) -41% - 0%

Company 3 Fund 1 Jan-04 R 96.2 293.5 197.2 352.5 179% 22.5 11% (566.2) -287% (46.1) -23% 434.6 220% - 0%

Company 4 Fund 1 Apr-04 R 405.7 2,350.5 1,944.8 723.8 37% 867.6 45% (399.5) -21% (443.0) -23% 1,195.9 61% - 0%

Company 5 Fund 1 May-04 R 352.1 1,224.6 872.5 1,070.8 123% (164.6) -19% (1,015.5) -116% (160.0) -18% 1,141.9 131% - 0%

Company 6 Fund 1 Jul-04 R 82.3 526.0 443.6 217.1 49% 294.7 66% (225.3) -51% (75.9) -17% 233.1 53% - 0%

Company 7 Fund 1 Nov-04 R 163.0 579.4 416.4 (12.1) -3% 355.6 85% 142.0 34% (212.1) -51% 143.0 34% - 0%

Company 8 Fund 2 Dec-04 R 223.2 1,529.4 1,306.2 248.0 19% (261.1) -20% (59.9) -5% (102.2) -8% 1,481.5 113% - 0%

Company 9 Fund 2 Dec-04 R 116.4 859.6 743.2 1,190.2 160% (114.3) -15% (887.4) -119% (289.7) -39% 844.4 114% - 0%

Company 10 Fund 2 Apr-05 R 278.4 827.6 549.2 3,611.3 658% (532.9) -97% (413.6) -75% (298.2) -54% (1,817.5) -331% - 0%

Company 11 Fund 2 Jan-06 R 114.8 164.4 49.6 (5.2) -11% 212.3 428% (907.8) -1832% (234.6) -474% 984.9 1987% - 0%

Company 12 Fund 2 Feb-06 R 415.2 989.6 574.4 477.9 83% 240.3 42% (273.4) -48% (157.6) -27% 287.2 50% - 0%

Company 13 Fund 3 Aug-07 R 493.8 605.6 111.8 (49.8) -45% (115.6) -103% (26.8) -24% (40.0) -36% 344.0 308% (160.0) -143%

Dividend Proceeds FX Movement

Revenue

Growth

EBITDA Margin

Improvement

Debt

Paydown

Multiple

Expansion

11,385.6

3,324.6

8,320.6

727.6

(4,314.4)

2,146.9

5,227.9

160.0

-

2,000

4,000

6,000

8,000

10,000

12,000

14,000

Capital Invested Revenue Growth EBITDA Margin Improvement

Debt Paydown Dividend Proceeds Multiple Expansion FX Movement Investment Value at Exit/Current

$-

$100

$200

$300

$400

$500

$600

Capital Invested Revenue Growth

EBITDA Margin Improvement

Debt Paydown Multiple Expansion

Investment Value at

Exit/Current

Company 1

3% 1% 0% 3%

13% 15%9%

16%10%

0%6% 7%7%

3%9%

14%

1%

17%

3%

4%

16%

27%

5%12%

49%

16%

21%

5%

21%

43%

89%

10%

12%

10%4%

18%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Fund II(16 deals)

Fund III(40 deals)

Fund IV(18 deals)

Fund V(27 deals)

Fund VI(29 deals)

Industry DiversificationBy Cost

Business Services Consumer EnergyEntertainment/Leisure Financial Services Healthcare

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Deep quantitative research

Global Investment Team PhD-Level Quantitative

Research Team Portfolio Strategy Team

Insightful, relevant investment and technical research drives our

portfolio construction and performance

Investment Team Research

> Sector / Market studies > Healthcare

> Energy

> Mega Buyouts

> U.S. corporate profit margins

Quantitative Research Team

> Quantitative analysis > Performance indicators

> Exit uplift analysis

> Study in fund diversification

> Risk metrics in secondaries

Portfolio Strategy > Designs customized portfolios

> Agrees parameters and constraints

> Develops client investment roadmap

> Executes and monitors client roadmap

Quantitative Research Team area of focus & practical application

> Development of daily asset pricing models in private equity

Daily valuations in private equity

> Design of forecasting models for cash flows and NAVs in private equity

Risk Factor Model development

> Origination of replicating strategies in private equity

Development of Synthetic Private Equity Portfolio methodology

> Primary fund performance attribution using classification models

Evidence-based primary due diligence

> Tail-risk modelling for the purpose of risk management

Development of risk management framework and tools

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Separate Account Proposal for Tacoma

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Illustrative target strategic allocation

The ranges are indicative and serve as a target only. Pantheon will always retain flexibility to adapt allocations as required by market developments.

The logos above are examples of managers to which Pantheon has made previous commitments. This does not imply or guarantee that we will invest with these managers in the proposed

program

Asia 14%

Europe 25%

North America

56%

ROW 5%

Geographic Breakdown Mega

Buyout 6%

Large Buyout 18%

Mid Buyout 22%

Small Buyout 19%

Growth 10%

Venture Capital 10%

Special Situations

15%

Stage Breakdown

2015 13%

2016 27%

2017 25%

2018 24%

2019 11%

Vintage Breakdown

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For illustration purposes only. Shows a hypothetical model portfolio based on the proposed weightings. The ranges are indicative and serve as a target only.

Pantheon will always retain flexibility to adapt allocations as required by market developments.

Global portfolio indicative roadmap

Commit 10% to secondaries and 10% to co-investments

TERS (Tacoma)

FUNDS BY STAGE

Buyout Venture Growth Special Situations

Small Medium Large Mega

Fund I $4.0

Fund I $4.2

Fund I $5.0

Fund I $5.1

Fund I $1.6

Fund I $4.5

Fund I $5.1

2015 2017 2016 2017 2015 2015 2015

Fund II $4.6

Fund II $4.4

Fund II $4.7

Fund II $1.6

Fund II $3.2

Fund II $5.0

2016 2017 2016 2016 2018 2015

Fund III $3.2

Fund III $4.2

Fund III $5.0

Fund III $1.6

Fund III $4.3

Fund III $4.2

2016 2017 2016 2016 2018 2016

Fund IV $4.3

Fund IV $4.2

Fund IV $4.2

Fund IV $1.9

Fund IV $4.2

Fund IV $4.2

2016 2018 2016 2016 2019 2017

Fund V $3.2

Fund V $4.2

Fund V $4.3

Fund V $2.0

Fund V $4.2

2017 2018 2017 2016 2018

Fund VI $4.6

Fund VI $4.2

Fund VI $5.0

Fund VI $1.6

Fund VI $4.2

2018 2018 2017 2016 2019

Fund VII $4.6

Fund VII $4.2

Fund VII $4.3

Fund VII $1.6

2019 2018 2018 2017

Fnd VIII $4.3

Fund VIII $1.6

2019 2017

Fund IX $1.6

2017

Fund X $1.8

43 Funds

2018 $160.0

# Funds

Europe 12

North America 23

Asia 5

ROW 2

Global 1

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Legal Structure

Attributes

> Separate legal entity provides additional layer of limited liability protection to TERS

(depending on level of involvement)

> Ease of administration of (investment management, capital calls, distributions, etc.)

> Financial reporting (audit, compliance) administered by Pantheon - not TERS

> Pantheon can commit 1% alongside TERS

> TERS benefits from P4 fees

Multi-

Strategy

Platform

Manager

1

Manager

2

Manager

3 Secondary

Pantheon,

G.P.

Series Investments

Pantheon Access: P4

Co-

investment

Pooled vehicles

Each investor will

have own

compartment

TERS

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Key terms

Management fee 36bps p.a on invested capital1for primaries2;

55bps p.a on committed capital3 for secondaries and co-investments

Carried interest /

incentive fee

No carried interest on primaries. 10% on secondary and co-investments

(subject to the preferred return and 100% catch-up)

Preferred return 8% per annum

Commitment period Generally up to 5 years

Pantheon commitment 1%

1Invested Capital is defined as cumulative drawn capital plus the unfunded portion of capital associated with invested deals as reported at quarter end;

attenuating years 8-12. Fees on invested capital are calculated quarterly in arrears. P4 Investors will not bear certain organizational or ordinary

operating / administrative expenses of their primary program. 2 This fee can be reduced if Pantheon achieves certain aggregate fundraising targets.

3Investors also pay expenses associated with secondaries and co-investment strategies.

Proposed key terms for Tacoma

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Disclosure

This document and the information contained herein is the confidential and proprietary information of Pantheon; it may not be reproduced, provided or disclosed to

others, or used for any other purpose, without the prior written permission of Pantheon; and must be returned promptly upon request. This document is distributed

by Pantheon which is comprised of operating entities principally based in San Francisco, New York, London and Hong Kong. Pantheon Ventures Inc. and

Pantheon Ventures (US) LP are registered as investment advisors with the U.S. Securities and Exchange Commission. Pantheon Ventures (UK) LLP is authorised

and regulated by the Financial Conduct Authority (FCA) in the United Kingdom. Pantheon Ventures (HK) LLP is regulated by the Securities and Futures

Commission in Hong Kong. In Hong Kong, this document is distributed by a licensed representative of Affiliated Managers Group (Hong Kong) Limited, a

corporation licensed by the Securities and Futures Commission to conduct Type 1 (dealing in securities) regulated activity, on the basis that you are a Professional

Investor as defined in the Securities and Futures Ordinance. By accepting this document you acknowledge and agree that this material is provided for your use

only and that you will not distribute or otherwise make this material available to a person who is not a Professional Investor as defined in the Ordinance.

In Australia, this document and the information contained herein is intended only for wholesale clients under section 761G of the Corporations Act 2001 (Cth)

("Wholesale Clients "). By receiving this document you represent and warrant that you are a Wholesale Client. Pantheon Ventures (UK) LLP is exempt from the

requirement to hold an Australian financial services licence under the Corporations Act 2001 (Cth) in relation to the provision of any financial product advice

regarding the financial products which are referred to in this document under ASIC Class Order 03/1099 and is regulated by the FCA under UK laws, which differ

from Australian laws.

In Europe and the United Kingdom, this document and the information contained herein is provided by Pantheon Ventures (UK) LLP solely to professional clients

or eligible counterparties for the purposes of the rules of the Financial Conduct Authority. In all other jurisdictions, this document is intended for institutional clients

and investors to whom this document can be lawfully distributed without any prior regulatory approval or action.

Nothing in this document constitutes an offer or solicitation to invest in a fund managed or advised by Pantheon or recommendation to purchase any security or

service. Nothing contained in this document is intended to constitute legal, tax, securities or investment advice. The general opinions and information contained in

this publication should not be acted or relied upon by any person without obtaining specific and relevant legal, tax, securities or investment advice. In general,

alternative investments such as private equity or infrastructure involve a high degree of risk, including potential loss of principal invested. These investments can

be highly illiquid, charge higher fees than other investments, and typically do not grow at an even rate of return and may decline in value. These investments are

not subject to the same regulatory requirements as registered investment products. In addition, past performance is not necessarily indicative of future results.

This presentation may include “forward-looking statements”. All projections, forecasts or related statements or expressions of opinion are forward-looking

statements. Although Pantheon believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such

expectations will prove to be correct, and such forward-looking statements should not be regarded as a guarantee, prediction or definitive statement of fact or

probability. All information or discussion in these materials regarding funds managed/advised by Pantheon or its affiliates is qualified entirely by the terms and

provisions of the relevant private placement memorandum(s) and limited partnership agreement(s) for such fund(s).

Any reference to the title of “Partner” in these materials refers to such person’s capacity as a partner of Pantheon Ventures (UK) LLP. In addition, any reference to

the title of “Partner” for persons located in the United States refers to such person’s capacity as a limited partner of Pantheon Ventures (US) LP.

Copyright © Pantheon 2015. All rights reserved.