Aksia_Proposal.pdf

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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August 23, 2021

Courtney Kirschbaum Aksia LLC 599 Lexington Ave New York, NY 10022

Pursuant to A.A.C. R2-7-C315, the Arizona State Retirement System (ASRS) hereby requests a Best and Final Offer from your company. This represents an opportunity to officially amend your original Offer with changes that would make the Offer more competitive.

1. Using Attachment A: Offer and Acceptance included in this document, indicate which services you are offering, sign and resubmit.

2. Using Attachment B: Exceptions included in this document, indicate the negotiated exceptions that will replace the language in the original Solicitation documents. ASRS requests Offeror submit only those exceptions that ASRS has indicated it can agree to consider as part of negotiation discussions.

Submissions of exceptions not agreed upon during negotiation discussions will impact evaluation of the Offer.

3. Using Attachment C: Pricing Schedule included in this document, present your company’s best and final pricing for any and all items.

4. As a follow up to the ASRS Determination on Confidential Information, when uploading your Offer documents ensure the confidential box is checked for any documents that were determined to be confidential; ensure that the confidential box is not checked for any documents that were determined not to be confidential.

5. In APP, on the Items (F) tab, a Unit price of $1.00 must be entered and saved.

6. If you wish to make any revisions to your original Offer, include the changes in your response to this request. In order to make any such changes, in the Suppliers Documents section, remove the original attachment(s) that require changes, and then add the new, revised attachment.

Your response to this request will supersede any previous Offers or discussions. If you do not respond to an item, your original Offer will be considered your final Offer.

All Offerors must select one of the following:

Offeror is not submitting any revisions. Offeror understands that the original response will be considered the final Offer.

Offeror is submitting the following revised attachment(s), in its entirety, with this form as part of the Best and Final Offer. (List all documents, identifying the revised sections, below)

Attachments A, B, and C.

Aksia LLC Company Name Signature of Person Authorized to Sign

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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08/06/21 Jim Vos Date Printed Name

This document must be completed and submitted, along with any other Best and Final Offer documents, in APP.

In order to ensure your Best and Final Offer will be considered, it must be submitted in the APP system no later than 4:00 P.M. (PST), August 26, 2021 unless otherwise subsequently communicated by ASRS in the APP Discussion Forum. After a final Offer is received, it is extremely difficult to change it; therefore, if you need clarification on any item, please do not hesitate to send a message through the APP Discussions with Buyer tab before submitting the Offer.

**IMPORTANT NOTES AND REMINDERS REGARDING SUBMISSION IN APP

All Attachments should be uploaded in the APP system via the Your Offer Infos & Docs tab by going to the Supplier Documents section and selecting “Add Document”. Always select document type “Supplier Technical Document.”

Items that are not confidential should be uploaded and the “Confidential” box should not be checked.

On the Items (F) tab, a Unit price of $1.00 must be entered and saved.

Online tutorials and quick reference guides for using APP are accessible from the APP website at https://spo.az.gov/suppliers/app-support/quick-reference-guides , including links to “Submitting a Best and Final Offer”. For technical questions regarding the system, the APP helpdesk staff is available to assist by telephone at 602-542-7600 or by email at app@azdoa.gov . Due to a fluctuating volume of calls and emails, allow at least 24 hours to receive a response.

https://spo.az.gov/suppliers/app-support/quick-reference-guides

BEST AND FINAL OFFER

ATTACHMENT A: Offer ad Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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CERTIFICATION: By signature in the section above, the Offeror certifies it:

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. §§ 41−1461 through 1465.

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in

TO THE ARIZONA STATE RETIREMENT SYSTEM (ASRS): The Undersigned hereby offers and agrees to provide investment consulting services as indicated below, in compliance with the Scope of Work, Special and Uniform Terms and Conditions, Instructions to Offerors, Attachments (Response Forms), Solicitation or Contract Amendments, and Offeror’s Best and Final Offer as accepted by ASRS, as part of the Solicitation.

The Offer and Acceptance form within the Solicitation shall be submitted with the Offer in the State’s eProcurement system and shall include a signature by a person authorized to sign the Offer. The signature shall signify the Offeror’s intent to be bound by the Offer and the terms of the Solicitation and that the information provided is true, accurate and complete. Failure to submit verifiable evidence of an intent to be bound, such as a signature, shall result in rejection of the Offer.

An Offer has been submitted for the following services (check ALL that apply):

Service Check if Offering

Illiquid Credit & Public Markets Investment Project Consulting Services ☒

Private Equity Investment Consulting Services ☒

Real Estate Investment Consulting Services ☐

Aksia LLC

Company Name Signature of Person Authorized to Sign Offer

599 Lexington Ave, 37th Floor Jim Vos, CEO

Address Printed Name and Title

New York, NY 10022

Michelle Davidson – Partner & Co-Head, Advisory Americas For legal notices – Maya Fishman – Partner & Head of Legal & Compliance

City State Zip Contact Name and Title

20-5385739

Michelle Davidson: 978-646-8849, michelle.davidson@aksia.com Maya Fishman: 212-710-5771, maya.fishman@aksia.com

Federal tax identifier (EIN or SSN) Contact Phone and Email Address mailto:michelle.davidson@aksia.com mailto:maya.fishman@aksia.com

ATTACHMENT A: Offer ad Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page of connection with the submitted Offer. Failure to provide a valid signature affirming the stipulations required by this clause shall result in rejection of the Offer. Signing the Offer with a false statement shall void the Offer, any resulting contract and may be subject to legal remedies provided by law.

3. Is not debarred by, or otherwise prohibited from participating in any publically-funded contract awarded by any Federal, State or local jurisdiction.

4. Is lawfully authorized to conduct business in Arizona or has no impediments to conduct business in Arizona.

5. Does not participate in, and agrees not to participate in during the term of the Contract, a boycott of goods or services from the state of Israel in accordance with A.R.S. §35-393 and §35-393.01. This certification does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued pursuant to that section in accordance with A.R.S. §35-393.03.

ACCEPTANCE OF OFFER BY ASRS: The Offer is hereby accepted. The Offeror is now bound (as Contractor) to carry out the Work outlined in the Contract and based upon the Solicitation.

Contract No. ________________________________________________________________________

The effective date of the Contract is ____________________________________________________

Awarded this _______ day of __________ 20 ______________

ASRS Signature ASRS Name and Title

Note: The Contractor is cautioned not to commence any billable work or to provide any service under this Contract until Contractor receives a purchase order, contract release document or written notice to proceed.

ATTACHMENT B: Exceptions ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

Indicate below any exceptions taken to the requirements or terms contained in this Solicitation. Provide both an explanation for the exception and Offeror’s recommended alternative language.

Certain exceptions may have a negative impact on the evaluation of the Offeror’s proposal. As indicated in the Instructions to Offerors, Section 6.4 (Consideration of Exceptions) “. . . if an Offer is conditioned on exceptions to the Scope of Work and Terms and Conditions, the Offer may be determined to be not susceptible for award and rejected . . .”

Please indicate as appropriate:

☐ TAKES NO EXCEPTIONS

☒ TAKES EXCEPTIONS TO THE FOLLOWING:

Identify the section of the Scope of Work or the Special or Uniform Terms and Conditions of the Solicitation, and any Attachments. Identify the clause name and number (where applicable), provide the reason for the exception, and propose requested alternative language by restating and redlining the clause. Copy and paste a new row for each new exception.

Section / Paragraph or

Exhibit Reference

Solicitation Language (Copy and Paste from Solicitation)

Proposed Changes / Alternate Language

State of Arizona Section 2-B: Special Terms & Conditions

Section 4.1 Most Favored Client Pricing

Most Favored Client Pricing. Contractor represents and warrants that its fee structure under this Contract is, and at all times during the term of this Contract and any extension will remain, the equal of or less than any fee structure offered for similar services to any other of its customers. Within thirty (30) days of offering a more advantageous fee structure to any other customer, Contractor shall offer the ASRS for immediate implementation at least the same fee structure.

Most Favored Client Pricing. Contractor represents and warrants that its fee structure under this Contract is, and at all times during the term of this Contract and any extension will remain, the equal of or less than any fee structure offered for similar services to any other of its customers. Within thirty (30) days of offering a more advantageous fee structure to any other customer, Contractor shall offer the ASRS for immediate implementation at least the same fee structure.

While we confirm that the ASRS pricing is competitive, please note that Aksia’s pricing is bespoke to each relationship, as the services contemplated by each client’s agreement may differ substantially. As such, as a matter of policy, Aksia is not able to agree to a Most Favored Nations provision

State of Arizona Section 2-B: Special Terms & Conditions

Section 6.2 Termination for Convenience

Termination for Convenience. The Contract is for the convenience of the ASRS and as such may be terminated without default by the ASRS when in the best interest of the ASRS by providing a written thirty (30) day notice of termination to Contractor.

Termination for Convenience. The Contract is for the convenience of the ASRS and as such may be terminated without default by the ASRS when in the best interest of the ASRS by providing a written thirty

(30) day notice of termination to Contractor, and by Contractor by providing a written ninety (90) day notice of termination to the ASRS.

Mutual right of termination

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

State of Arizona Section 2-B: Special Terms & Conditions

MINIMUM SCOPE

AND LIMITS OF

INSURANCE

Section 5 Network Security (Cyber) and Privacy Liability

a. Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

b. In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two

(2) years beginning at the time work under this Contract is completed.

c. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its department, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

a. Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to electronic and computer crime, including computer system fraud, customer’s funds transfer and social engineering fraud, and assured’s funds transfer and social engineering fraudnetwork risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs.

This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

b. In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

c. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its department, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

Reflects current status

Terms & Conditions

MINIMUM SCOPE

AND LIMITS OF

INSURANCE

Section 7.5 Additional Insurance

The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the ASRS, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

The Contractor's Commercial General Liability policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the ASRS, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41- 621 (E).

Clarifying that our insurers are only able to make the required stipulation with regards to our Commercial General Liability insurance.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

Requirements;

Section 7.5.1

State of Arizona Section 2-B: Special Terms & Conditions

Section 8.6 Secure Facilities; Section 8.6.2

Upon termination of the Contract, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the ASRS upon request.

The Contractor must ensure that all digital storage devices containing ASRS data, including data storage at the native file level, are sanitized, and electronic media have been cleared, purged, or destroyed consistent with NIST Special Publication 800–88, Guidelines for Media Sanitization, 6 such that the information or data cannot be retrieved. (see https://www.nist.gov/publications/nist-special-publication-800-88-revision-1-guidelines-media-sanitization). Contractor may retain copies as applicable in order to meet its record retention requirements.

Upon termination of the Contract, all goods, materials, documents, data and reports prepared by the Contractor under the Contract other than the Contractor Materials shall become the property of and be delivered to the ASRS upon request. The Contractor must ensure that all digital storage devices containing ASRS data, including data storage at the native file level, are sanitized, and electronic media have been cleared, purged, or destroyed consistent with NIST Special Publication 800–88, Guidelines for Media Sanitization, 6 such that the information or data cannot be retrieved. (see https://www.nist.gov/publications/nist-special-publication-800-88-revision-1-guidelines-media-sanitization). Contractor may retain copies as applicable in order to meet its record retention requirements.

Ownership of Aksia Materials

Terms & Conditions

Section 8.7 Network Security;

Section 8.7.1

Encryption of data in transit and at rest if the data contains confidential or personal information. Data at rest includes laptops, thumb drives, desk tops, CDs, and any other removable media; it does not include data resting on a server;

Encryption of data in transit and at rest if the data contains confidential or personal information. Data at rest includes laptops, thumb drives, desk tops, CDs, and any other removable media; it does not include data resting on a server;

Not receiving personal data; language reflects current status.

Section 2-C:

Uniform Terms and Conditions

Section 3.7 Property of the State

Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State.

The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

Property of the State. Any materials, including reports, computer programs and other deliverables, created exclusively and customized specifically for the State under this Contract are the sole property of the State.

The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State. For the avoidance of doubt, research and advisory reports generally prepared for Contractor’s clients (the “Contractor Materials”) shall not become property of the state.

Ownership of Aksia reports

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services

Solicitation Code: BPM003473

Page

Section 2-C:

Uniform Terms and Conditions

Section 3.8 Ownership of Intellectual Property

Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this Contract and any related Subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract.

Ownership of Intellectual Property. The Contractor Materials are the proprietary, confidential information of Contractor, and are considered trade secrets pursuant to A.A.C. R2-7-101(50). The State agrees to provide Contractor with as much notice as is practicable prior to responding to requests for release of Contractor Materials in order to enable Contractor to take action to protect such Contractor Material. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this Contract and any related Subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s).

Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract.

Ownership of Aksia reports

ATTACHMENT C: Pricing Schedule ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page

The ASRS, at its discretion, may award contracts for all or any portion of the services for which an Offeror has provided a response.

Offeror must complete the Items tab in APP by entering $1 in the Unit Price field.

State pricing below for the services described in the Scope of Work. Pricing may be provided as an hourly billable rate in Section 1 and/or by task/project/retainer in Section 2.

1. PRICING BY HOURLY RATE

In addition to Offeror's key personnel assigned under a Contract, ASRS assumes a complement of Offeror staff may also be assigned to and work on a task or service requested by ASRS. Offeror should categorize staff by general titles/classifications and then provide the maximum (highest) hourly rate within that category that Offeror is proposing to invoice the ASRS. While Offeror may bill ASRS less than the max rate in any category of staff, it may not bill more than the rate listed on this Pricing Schedule.

All pricing must be inclusive of travel.

Example:

Indicate “N/A” below if not bidding on a particular Scope of Work Service.

Service Max Hourly

Rate Year 1 Rate

Max Hourly Rate

3 Year Rate Guarantee

Max Hourly Rate

5 Year Rate Guarantee

Illiquid Credit & Public Markets Investment Project Consulting Services

Rate 1 (title or classification): Partner $300 $300 $300

Rate 2 ( title or classification ): Associate $250 $250 $250

Service Hourly Rate Year 1 Rate

Hourly Rate 3 Year Rate Guarantee

Hourly Rate 5 Year Rate Guarantee

Illiquid Credit & Public Markets Investment Project

Rate 1 (title or classification): Partner $700/hour $742/hour $787/hour

Rate 2 ( title or classification ): Senior Professional (Managing Director, Director, Senior Vice President, Senior Portfolio Advisor)

$400/hour $424/hour $449/hour

Rate 3 ( title or classification ): Senior Associate, Associate, Portfolio Advisor, Analyst

$200/hour $212/hour $225/hour

Rate 4 ( title or classification ): Administrative Support $150/hour $159/hour $169/hour

Private Equity Investment Consulting Services

Rate 1 (title or classification): Partner $700/hour $742/hour $787/hour

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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Additional Comments:

Aksia typically does not charge hourly pricing for the services requested in ASRS’s Scope of Services. Aksia’s preferred pricing, as described in the Pricing by Task/Project or Flat Fee section below, is comprised of 1) each project related to the Illiquid Credit & Public Markets Investment Project Consulting Services portion of this RFP will be charged a flat fee mutually agreed upon ahead of commencement of work as an effort to control ASRS’s costs for this engagement and 2) advisory services pricing for the Private Equity Investment Consulting Services portion of this RFP is based on a fixed annual fee.

2. PRICING BY TASK/PROJECT OR FLAT FEE

If the firm’s pricing structure is organized by task/project or any other fixed fee method it should be included in this section. If the task or project is billed based on hourly rates, provide those rates below a shown in Section 1 of this Pricing Schedule. If the hourly rates are the same as in Section 1, indicate as such in lieu of duplicating the rates below. ASRS reserves the right to award a contract based on any pricing structure submitted as part of the offer.

Please find below an overview of Aksia’s fees per ASRS’ scope of services. Each project will be charged a flat fee and will be mutually agreed upon ahead of commencement of work.

A. Illiquid Credit & Public Market Investment Project Consulting Services

PROJECT 1 – Due Diligence, Recommendation, and Internal Committee Meeting: $35k per private credit or hedge fund1

Includes:

• Investment and operational due diligence of prospective investment manager, delivered within 60-75 days of the assignment unless mutually agreed upon otherwise

• Recommendation memo as to the merits of ASRS investing in the fund

1 Project fee adjusted up or down annually by the percentage change in the CPI of the preceding annual period.

Rate 2 ( title or classification ): Senior Professional (Managing Director, Director, Senior Vice President, Senior Portfolio Advisor)

$400/hour $424/hour $449/hour

Rate 3 ( title or classification ): Senior Associate, Associate, Portfolio Advisor, Analyst

$200/hour $212/hour $225/hour

Rate 4 ( title or classification ): Administrative Support $150/hour $159/hour $169/hour

Real Estate Investment Consulting Services

Rate 1 (title or classification):______________ N/A N/A N/A

Rate 2 ( title or classification ):_____________ N/A N/A N/A

Rate 3 ( title or classification ):_____________ N/A N/A N/A

Rate 4 ( title or classification ):_____________ N/A N/A N/A

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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• Participation (either in-person or telephonically as mutually agreed upon) in internal committee meetings of ASRS to discuss the due diligence performed, present the findings of the report, and discuss the merits of ASRS hiring the prospective investment manager

• No additional cost related to travel expenses to conduct due diligence on managers within our industry coverage, including travel to managers located in: the continental U.S., Canada, Western Europe (Finland, Sweden, Norway, Denmark, Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain and Switzerland), the U.K., Hong Kong, Singapore, China, and Japan.

Potential Additional Costs:

• Background checks, subject to pre-approval by ASRS

• Travel to managers outside of Aksia’s standard industry coverage

PROJECT 2 – Manager Search - $50k per private credit or hedge fund2

Includes:

• Search for a fund manager within a client-identified strategy and/or region

• Mapping of the investable universe within the client-identified strategy and/or region and compilation of short list of funds

• MAX access to already existing Insights Reports (Aksia’s version of a screening memo), basic fund information, and meeting notes on funds within project scope (strategy and/or region) for the duration of the project

• Initial manager meeting on short-listed managers in which Aksia has not already conducted an Insights report or published a meeting note

• Full investment and operational due diligence on selected manager o If the fund fails Aksia’s due diligence, Aksia will conduct due diligence on the second manager on the short list at no additional cost o If the fund passes Aksia’s due diligence but does not pass the client’s Investment Committee approval or the investment is not ultimately executed, the project will be deemed fulfilled and the client will be responsible for paying for full due diligence on another candidate, if desired ($35k)

• Recommendation memo as to the merits of ASRS investing in the fund

• Participation (either in-person or telephonically as mutually agreed upon) in internal committee meetings of ASRS to discuss the due diligence performed, present the findings of the report, and discuss the merits of ASRS hiring the prospective investment manager.

• No additional cost related to travel expenses to conduct due diligence on managers within our industry coverage, including travel to managers located in the continental U.S., Canada, Western Europe (Finland, Sweden, Norway, Denmark, Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain, and Switzerland), the U.K., Hong Kong, Singapore, China, and Japan.

Potential Additional Costs:

• Background checks, subject to pre-approval by ASRS

• Travel to managers outside of Aksia’s standard industry coverage

• Additional manager due diligence within the same project scope – each additional report is $35k for private credit or hedge fund

2 Project fee adjusted up or down annually by the percentage change in the CPI of the preceding annual period.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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PROJECT 3 – Ad hoc consulting services – price TBD

Additional ad hoc consulting projects – scope and fees will be mutually agreed upon and negotiated when requested.

B. Private Equity Investment Consulting:

Aksia proposes an annual fee of $850,000 for the Private Equity Investment Consulting Services listed below, adjusted up or down annually by the percentage change in the CPI of the preceding annual period. Please see the table below for proposed services:

Private Equity Investment Consulting Services3 $850,000 per annum4 Investment Research

Existing or Commissioned Insight Reports Included

Existing Investment Reviews Commissioned Investment Reviews Up to 12 Reviews per Annum Included5 Meetings, Calls & Notes

Included Research Team Access

Operational Due Diligence

Existing Operational Reviews Included Commissioned Operational Reviews Up to 12 Reviews per Annum Included5

Risk Transparency High Level Risk Data Collection (e.g., basic company and performance information)

Included

Advisory Dedicated Senior Private Equity Investment Consultant

Included

Meeting Attendance Portfolio Construction, Oversight & Support:

Program Structure & Development Pacing Theme Identification & Pipeline Management Manager Sourcing & Peer Analysis Governance Docs (Rec Memos, IPS, etc.)

Portfolio Reviews & Reporting Training and Education

Ad Hoc Projects Fee Discounts

Ops & Accounting Operations & Accounting Support

Included Performance Reporting Onboarding of Legacy Investments6 Fee Analysis Reporting (tabulation) Corporate Actions

3 Access to a fund manager’s confidential information may be subject to Aksia’s receipt of such manager’s consent to disclose confidential information to ASRS.

4 Consulting fee adjusted up or down annually by the percentage change in the CPI of the preceding annual period.

5 Up to 12 commissioned reports per year (IDD and ODD must be on the same fund). Additional commissioned due diligence would be at an additional cost of $35k per report. Up to two unused commissioned reports may roll over to be used in the subsequent year and would expire at the end of that year. Commissioned reviews are subject to a one-time background check expense. All commissioned due diligence shall be performed upon the mutual consent of the parties and upon mutually agreeable deliverable timeframes.

6 The onboarding process may be subject to an additional one-time fee dependent on the quality of the legacy data to be onboarded.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

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MAX Data Platform

Fund Profiles

Included

Tracked Funds Returns & Screening Return Statistics & Peer Comparison Factor & Style Risk Analysis Portfolio Builder & Analysis Document Library

Additional Services (Not Included in Fixed Annual Fee)

Due Diligence in Excess of 12 Reports Per Annum $35,000 per report7 Granular Risk Transparency & Reporting (i.e., SMA-level detail on underlying fund investments)

Quarterly: $10k for every 5 investments Monthly: $40k for every 5 investments

Cash Flow Authorization8 $5,000 for every 5 investments Analysis of valuation reporting and manager fee calculation

Additional fee dependent upon the details of the scope.

Co-Investment Analysis and/or analysis of valuation reporting and manager fee calculation

See alternative pricing structure in the “Optional/Alternative Pricing” section below

3. OPTIONAL/ALTERNATIVE PRICING

The Offeror may propose alternative pricing structures, including multi-year pricing, or fees organized in a different way that has been requested above provided that pricing in Section 1 or 2 above has been provided.

The Offeror has full discretion in what it may propose, however, the ASRS is under no obligation to accept such proposals.

- Private Equity Co-investment Fund-of-One Custom Account –Aksia would propose to build a customized co-investment program of co-investments sourced from ASRS-invested GPs through a separate, dedicated vehicle. Aksia would be the appointed investment manager and ASRS would be able to choose their level of involvement and governance structure (e.g., retaining a veto) while benefiting from Aksia’s resources and execution support. These services are available as a standalone mandate or could be run alongside the non-discretionary private equity advisory engagement, outlined above.

Commitment Amount: $75-$125mm annually, as determined by ASRS

Structure: Discretionary single investor evergreen fund-of-one

Pricing Option 1: 65bps management fee on invested capital; 50bps after investment period9 Pricing Option 2: No management fee with 8% deal-by-deal carry over 8% preferred return9

7 Commissioned reviews are subject to a one-time background check expense. All commissioned due diligence shall be performed upon the mutual consent of the parties and upon mutually agreeable deliverable timeframes.

8 Aksia will cross reference cash flow notices with available materials in an effort to ensure capital calls and distributions are in compliance with the investment documents.

9 Depending on the client’s chosen investment structure there may be initial set up and ongoing maintenance service provider costs for vehicles which would be passed through to the client (e.g., administrator fees, annual audit, etc.). We are happy to provide an estimate of such fees upon request.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page

- Hedge Fund and/or Private Credit Ongoing Advisory Services - For the Illiquid Credit & Private Market Investment Project Consulting Services, we understood the requested engagement to be on a project-only basis (i.e., non-retainer). If ASRS prefers to engage Aksia for an ongoing retainer-based advisory relationship, the minimum fee would be $450,000 per annum for hedge fund advisory services, and $350,000 per annum for private credit advisory services. These fees would include access to Aksia’s database of completed reports and sourcing pipeline as well as a dedicated advisory team to assist ASRS with pacing, portfolio construction, manager selection, and ongoing portfolio review.10

4. OTHER FEES

Provide pricing for any and all other fees that are not included in the rates above. The Offeror should also disclose any additional fees associated with subcontractor arrangements that involve the services provided to ASRS and are not included in attachments.

Please note, the additional fees not included in the hourly pricing will be mutually agreed upon ahead of commencement of work.

A. Illiquid Credit & Public Market Investment Project Consulting Services:

• Background checks, subject to pre-approval by ASRS.

• Travel expenses related to travel outside of our standard industry coverage shall be reimbursed as agreed to in advance.

o Standard industry coverage includes travel to managers located in the continental U.S., Canada, Western Europe (Finland, Sweden, Norway, Denmark, Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain, and Switzerland), the U.K., Hong Kong, Singapore, China, and Japan and shall be at no additional cost.

B. Private Equity Investment Consulting:

• Background checks, subject to pre-approval by ASRS.

• Travel expenses related to travel outside of our standard industry coverage shall be reimbursed as agreed to in advance.

o Standard industry coverage includes travel to managers located in the continental U.S., Canada, Western Europe (Finland, Sweden, Norway, Denmark, Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain, and Switzerland), the U.K., Hong Kong, Singapore, China, and Japan and shall be at no additional cost.

• As outlined in section 2B above, there may be costs in addition to the fixed annual fee for services not covered within the current scope, including:

o Co-investment services – pricing for a Private Equity Co-investment Fund-of-One Custom Account outlined in the optional/alternative pricing section.

o Private Equity consulting ad-on services: 1) Commissioned reports in excess of the 12 included annually, 2) granular risk transparency and reporting, 3) cash flow authorization11, and 4) analysis of valuation reporting and manager fee calculation.

10 Includes shadow accounting and performance reporting for the HF portfolio and up to 25 line items for the PC portfolio. Due diligence on funds outside of Aksia’s coverage universe (i.e., commissioned reviews), risk transparency reporting, and customized client operations and accounting support are not included and would be subject to an additional fee. Fees to be adjusted up or down annually by the percentage change in the CPI of the preceding annual period.

11 Aksia will cross reference cash flow notices with available materials in an effort to ensure capital calls and distributions are in compliance with the investment documents.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Consulting Services: Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment Consulting Services Solicitation Code: BPM003473

Page

5. PAYMENT DISCOUNT OPTIONS

For the services specified herein, the following discounts apply:

Not applicable.

Aksia LLC Response to:

Arizona State Retirement System

Request for Proposal for Illiquid Credit &

Public Markets Projects, Private Equity, and Real

Estate Investment Consulting Services

Contact Information:

David Fann p: 858.456.3163 David.Fann@aksia.com

Mailing Address:

599 Lexington Avenue, 37th Floor New York, NY 10022

Supplemental Documents

Arizona State Retirement System (“ASRS”) Supplemental Documents

Request for Proposal Illiquid Credit & Public Markets Projects, Private Equity, and Real Estate Investment

Exhibits

Exhibit 1 – Executive Summary Exhibit 2 – Aksia’s Financial Statements ........................................................................... *Confidential* Exhibit 3 – Firmwide Organizational Chart ....................................................................... *Confidential* Exhibit 4 – Team Resumes and Organization Exhibit 5 – Form ADV Exhibit 6 – Business Continuity and Disaster Recovery Plan ............................................. *Confidential* Exhibit 7 – Sample Due Diligence Reports

A. Private Credit Due Diligence Report ................................................ *Confidential* B. Co-Investment Due Diligence Report .............................................. *Confidential* C. Private Equity Due Diligence Report ................................................ *Confidential*

Exhibit 8 – Client Lists A. Most Significant Clients ................................................................... *Confidential* B. Private Credit and Hedge Fund Client Losses ................................... *Confidential* C. Representative Private Equity Clients ............................................... *Confidential*

Exhibit 9 – Client Gain/Loss Private Equity Client Gain/Loss ............................................................... *Confidential*

RFP for Investment Consulting Services

Exhibit 1 – Executive Summary

Executive Summary

Firm History & Overview Aksia LLC was founded on October 1, 2006, by Jim Vos (CEO), Patrick Adelsbach (Head of Credit Strategies), Norman Kilarjian (Head of Macro and Quant Strategies), Joseph Larucci (Head of Equity Strategies), Simon Fludgate (Head of Operational Due Diligence), and Alex Panagiotidis (European Operations Manager). The partners saw the need for, and limited availability of, well resourced, high quality research and investment advisory services for institutional investors who were becoming increasingly knowledgeable and shifting from hedge fund-of-funds allocations to direct investments. Aksia LLC, together with its wholly owned subsidiaries (collectively, “Aksia”), was formed to meet this demand with the following core principles and goals:

Working with experienced, long-term institutional investors;

Aligning the interests of Aksia with those of investors;

Maintaining in-depth and independent research; and Providing proactive and unbiased investment advice and a customizable, high-touch portfolio advisory service.

Through early 2020, Aksia provided investment research and advisory services with a core focus on hedge fund (“HF”) and private credit (“PC”) strategies. On March 31, 2020, Aksia acquired TorreyCove Capital Partners LLC (“TorreyCove” or “legacy TorreyCove”), since renamed Aksia TorreyCove Partners LLC (“Aksia TorreyCove”), a specialist investment research and advisory firm that focused on private equity (“PE”), real assets (“RA”), and alternative credit strategies. Aksia TorreyCove is now a wholly owned subsidiary of Aksia LLC. Additionally, on December 1, 2020, Aksia acquired Alignium, LLC, since renamed Aksia Chicago LLC (“Aksia Chicago”), a specialist investment research and advisory firm that focused on real estate (“RE”) strategies. Aksia Chicago is now a wholly owned subsidiary of Aksia LLC.

As a result of these acquisitions, we believe clients benefit from larger and deeper research capabilities, further geographic reach, pan-alternatives expertise, and broader technology solutions for accessing manager research and monitoring alternative asset portfolios. We now have specialized teams covering each alternative asset class and additional offices in San Diego, CA and Chicago, IL.

Aksia is headquartered in New York, and maintains offices in North America, Europe, and Asia. As of April 30, 2021, Aksia employs 323 professionals globally, including 162 research (investment research and operational due diligence) and risk professionals and is 100% employee-owned by its 17 partners. Our clients include public pensions, corporate pensions, healthcare organizations, sovereign wealth funds, insurance companies, healthcare organizations, endowments, foundations, and financial institutions. Aksia advises on over $240 billion of alternative investments.1

AKSIA’S COMPETITIVE ADVANTAGES IN SUPPORTING THE ARIZONA STATE RETIREMENT SYSTEM

We believe Aksia’s business model is different from that of our competitors. Aksia was formed specifically to serve investors on a bespoke basis and provide solutions for constructing and maintaining alternative investment portfolios. Aksia provides clients with the full spectrum of customized alternative consulting services. In addition to deep market coverage, Aksia has the skills, expertise, and personnel to assist with clients’ comprehensive pre- and post-investment needs. Below we describe our competitive advantages, which we believe differentiate us from competitors in the industry.

Expansive Research Coverage - Aksia’s research team provides investment expertise, insight, and access to the institutional-quality universe of global alternative opportunities. Our investment sourcing and due diligence philosophy aims to recommend investments that possess robust deal flow and could potentially lead to more proprietary investment opportunities. In addition to coverage of established managers, the investment research team continuously evaluates the market to identify promising emerging managers. We seek to facilitate access for clients to high conviction managers and support their investment process for opportunities that may have very quick fund-raising cycles or are otherwise capacity constrained. Aksia’s research teams carry out their due diligence processes independently and strive to produce unbiased, thorough, and thoughtful research with perspectives that are not packaged by a manager’s marketing materials.

1Total AUA (inclusive of AUM) is defined as NAV plus unfunded commitments. Represents investments tracked by Aksia’s Client Operations team, not all investments on which Aksia has advised and excludes Aksia-recommended investments for which Aksia is no longer providing ongoing performance and/or risk reporting services. Please note that AUA estimates for illiquid funds reflect lagged reporting and valuations.

Ariz on a S tat e R eti rem en t S ys tem

EXHIBIT 1

Global Footprint - We believe having offices and professionals based in North America, Europe, and Asia enables us to source and conduct due diligence on global managers, stay abreast of local industry and regulatory developments, and service our clients in their preferred time zones.

Operational Due Diligence - Aksia’s dedicated operational due diligence team carries out the firm’s rigorous ODD process.

The team independently reviews funds and managers with the goal of identifying operational risks and aims to help our clients understand the investment from a different lens than investment due diligence. Aksia’s ODD Team has significant experience, diverse backgrounds and is cross trained across different strategies, to ensure that every team member learns “the Aksia way” of conducting due diligence.

Middle and Back Office Capabilities - Aksia’s client operations team serves as an extension of clients’ staffs. We believe that diligent investment tracking and reporting can serve as both an early warning system regarding emerging risks and/or problems within a client portfolio as well as a form of ongoing due diligence of the managers and investments in the portfolio.