Arnold_Porter_Response.pdf

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page of

US 172400615v1

August 2, 2022

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 may 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)

Attachment C: Pricing Schedule

Arnold & Porter Kaye Scholer LLP Michele Rowland Company Name Signature of Person Authorized to Sign

August 4, 2022 Michele Rowland Date Printed Name

REQUEST FOR

BEST AND FINAL OFFER ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

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 12:00 P.M. (MST), August 5, 2022 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 and Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

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 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.

TO THE ARIZONA STATE RETIREMENT SYSTEM (ASRS): The Undersigned hereby offers and agrees to provide investment legal consulting services 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.

Company Name Signature of Person Authorized to Sign Offer

Arnold & Porter Kaye Scholer LLP

Michele Rowland

Address Printed Name and Title

Suite 3100, 1144 Fifteenth Street Denver, CO 80202-2848

Michele Rowland, Partner

City State Zip Contact Name and Title

53-0208605 +1 303.863.2374 michele.rowland@arnoldporter.com Federal tax identifier (EIN or SSN) Contact Phone and Email Address

ATTACHMENT A: Offer and Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

Contract No. ________________________________________________________________________

The effective date of the Contract is ____________________________________________________

Awarded this _______ day of __________ 20 ______________

ASRS Signature

ASRS Name

ASRS 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

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

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

Enter Solicitation Section.

Paste language here.

Enter redline.

Explanation

ATTACHMENT C: Pricing Schedule ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

The ASRS reserves the right to select the pricing method that is most advantageous to the ASRS based on the prices submitted below.

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. Failure to do this may prevent the Offer from being awarded by the ASRS through APP.

1. Hourly Fees*

State pricing below for the services described in the Scope of Work. Pricing should be provided as an hourly billable 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.

Investment Legal Consulting Fees:

RATE/POSITION/TITLE MAX HOURLY

RATE

YEAR 1

GUARANTEE

MAX HOURLY

RATE

3 YR

GUARANTEE

MAX HOURLY

RATE

5 YR

GUARANTEE

Associate 2 $540 $540 **

Associate 3 $604 $604 **

Associate 4 $664 $664 **

Senior Attorney $792 $792 **

Partner / Michele J. Rowland, $844 $844 **

Partner / Stephen Culhane, $1,040 $1,040 **

*The ASRS will reimburse reasonable and allowable incidental costs (i.e. duplication/photocopy services, messenger fees) at cost. Offeror must identify all such costs separately on all invoices. Travel expenses will be reimbursed at actual amounts and according to State of Arizona travel policy. Additionally, all such travel must be approved in advance by the ASRS to be considered for reimbursement.

** Hourly Rates The hourly rates above are locked of 36 months (from June 2022 to May 2025), and subject to price adjustments for Years 4-5, as per Part 2B: Special Terms & Conditions, Section 4. Pricing and Payments, Sub-section 4.2 Price Adjustments.

Thank you for the opportunity to present this Best and Final Offer proposal to the Arizona State Retirement System (ASRS). We believe that Arnold & Porter is particularly qualified to provide excellent service and cost-effective representation of the ASRS in the proposed engagement. The firm looks forward to the opportunity to strengthen and broaden our strategic relationship and provide even greater efficiencies to the ASRS. Among the distinguishing elements of our firm and proposal are:

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

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Comprehensive and Cost-Effective Solutions for Institutional Investors. With deep and time-tested experience advising institutional investors, Arnold & Porter’s investment management attorneys are deeply experienced in the legal aspects of institutional investment matters. The team includes fund, tax, ERISA, bank regulatory, real estate and corporate lawyers, and we draw on their respective strengths to respond nimbly and efficiently to client needs. We have reviewed many hundreds of fund and other investments for a wide range of clients. Because we see a large amount of deal flow, we have strong knowledge of market terms and are in a position to negotiate effectively on matters that are most important to our clients. Further, we represent sponsors in various funds and other investment products and can therefore appreciate the sponsor's perspective and regulatory concerns.

As part of our tax advice, we regularly advise on "unrelated business taxable income" (UBTI) issues for US tax-exempt investors and "effectively connected income," "FIRPTA," and "FATCA" issues for non-US investors. We routinely analyze whether it is tax effective for our institutional clients to invest through blockers and alternative investment vehicles.

As part of our regulatory advice, we regularly advise on compliance with investor qualification requirements under US securities laws, employee benefit plan regulations, anti-money laundering regulations, and confidentiality and freedom of information laws.

Unmatched Experience and a Deep Bench. As mentioned in our Supplemental Documents: Executive Summary, our team has deep and long-standing experience advising institutional investors, including pension plans, sovereign wealth funds, government plans and endowments, on the legal aspects of their private equity, real estate, energy, hedge fund and separate account investments and co-investments, and secondary purchases and sales of interests in funds. In addition, we routinely represent other institutional investors like funds of funds, private foundations, US banks, university endowments, retirement plans, family offices, and sovereign wealth funds and other foreign institutions. These representations provide us with detailed knowledge of evolving market terms and solutions, as well as insights into the regulatory issues and other dynamics affecting institutional investors. The cumulative experience of our proposed team will provide the ASRS with ample expertise to handle issues that may arise in negotiating investment contracts.

We would be very pleased to have the opportunity to work with you. If you have any questions or would like to discuss our proposal in further detail, please do not hesitate to reach out.

2. Optional/Alternative Pricing

Offeror may propose alternative pricing structures, including multi-year pricing, blended hourly rates, and alternative fee arrangements, provided it has submitted pricing information under item 1 above. Offeror has full discretion in what it may propose, however, the ASRS is under no obligation to accept such proposals.

It is important to a partnership between the ASRS and Arnold & Porter that the agreed upon fee arrangements reflect key priorities, goals and support key performance indicators as expressed in the ASRS Strategic Plan; the Investment Strategy (Assets, Strategy and Process) document; the Investment Policy Statement (IPS); and, Board of Governance Policy Handbook.

Arnold & Porter has implemented many alternative fee arrangements responsive to various investment-related client interests. We are interested in discussing such arrangements with the ASRS for specific matters, or more generally, for a range or volume of services that we may provide to the ASRS across our firm. This is an area in which we would invite and hope for further discussion with the ASRS in order to determine the most suitable approach or combination of arrangements.

One key element to effective aggressive alternative fee structures (e.g., fixed fees) is intensive upfront communication between the firm and the client to property define the matter’s scope of work and to mutually agree upon applicable assumptions for the engagement. Once the firm is engaged on a matter under an alternative fee arrangement, ongoing communication between the client and the firm is key in order to ensure that the firm meets and exceeds expectations.

Alternative fee types that we have used with other investment-related clients and would like to discuss with you include:

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

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• Fixed or Flat Fees (all-inclusive or by task/function) provide predictability and control costs with an annualized fee or price per task/function. Fixed fees can be subject to an overall cap paid up front, or they can be for a fixed amount per month without a cap. The specific nature of a fixed fee arrangement is tailored to the nature of the given matter. Clients who desire budgeting certainty often find fixed fee arrangements attractive. Higher-volume routine projects or tasks involving a predictable amount of time are particularly suitable for this type of arrangement. The key to such an arrangement is spending time at the front end of the engagement to do an early matter assessment and then meeting with the client to define the parameters for the fee structure.

• Matter Bundling occurs when the firm is asked to handle multiple matters by a client and the firm sets an all-inclusive flat fee in much the same way in-house counsel generates a budget for its matters. This arrangement can be set for a monthly flat fee structure, subject to upwards or downward adjustment.

3. Additional Expenses (If Any)

Offeror shall include any other additional costs not previously identified above. Only reasonable and allowable costs identified on this pricing schedule will be considered for payment.

Please reference Arnold & Porter’s sample Retainer letter, Section 2. Reimbursement for Expenses for a representative list of expenses typically charged to clients as of January 1, 2022.

4. Payment Discount Options Provide any applicable discount percentages:

If payment is made within N/A calendar days after acceptance of services, the above quoted price, shall be discounted by N/A.

Arnold & Porter's standard payment terms are net 30. Because our standard payment terms are net 30 days, we will not automatically agree to a dollar or percentage discount for payment.

ATTACHMENT D: Confidential Information Designation

ARIZONA STATE

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

All materials submitted as part of a response to a Solicitation are subject to Arizona Public Records Law and will be disclosed if there is an appropriate public records request at the time of or after the award of the Contract. Recognizing there may be materials included in a Solicitation response that are proprietary or a trade secret, a process is set out in A.A.C. R2-7-103 (attached) that will allow qualifying materials to be designated as confidential and excluded from disclosure. For purposes of this process the definition of “trade secret” will be the same as that set out in A.A.C. R2-7-101(50).

This form must be completed and returned with your Offer along with supporting information to assist the ASRS in making its determination as to whether any of the materials submitted as part of your Offer should be designated confidential because the material is proprietary or a trade secret and therefore not subject to disclosure.

THE ASRS WILL NOT CONSIDER ANY MATERIAL IN YOUR OFFER “CONFIDENTIAL” UNLESS DESIGNATED ON THIS FORM.

Select one of the following – if neither is checked the ASRS will assume that as equivalent to “does not”:

☒ My response DOES NOT contain proprietary or trade secret information. I understand that my entire response will become public record in accordance with A.A.C. R2-7-C317.

☐ My response does contain trade secret information because it contains information that:

1. Is a formula, pattern, compilation, program, device, method, technique or process; AND

2. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; AND

3. Is the subject of efforts by myself or my organization that are reasonable under the circumstances to maintain its secrecy.

List and provide an explanation for all parts of Offeror’s response that are separately marked as “Confidential.”

Click here to enter list of confidential items

Follow Instructions to Offerors, Section 4.1.4 (Offeror Confidential Information) to ensure items are correctly separated, attached, and marked in the Arizona Procurement Portal (APP) as part of Offeror’s response.

Please note that failure to include an explanation may result in a determination that the information does not meet the statutory trade secret definition. All information that does not meet the definition of trade secret as defined by A.A.C. R2-7-101(50) will become public in accordance with A.A.C. R2-7-C317. The State reserves the right to make its own determination of Offeror’s trade secret materials through a written determination in accordance with A.A.C.

R2-7-103.

ATTACHMENT D: Confidential Information Designation

ARIZONA STATE

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

If the ASRS and State of Arizona agree with the Offeror’s designation of trade secret or confidentiality and the determination is challenged, the undersigned hereby agrees to cooperate and support the defense of the determination with all interested parties, including legal counsel or other necessary assistance.

By submitting this response, Offeror agrees that the entire Offer, including confidential, trade secret and proprietary information may be shared with an evaluation committee and technical advisors during the evaluation process. Offeror agrees to indemnify and hold the State, its agents and employees, harmless from any claims or causes of action relating to the State’s withholding of information based upon reliance on the above representations, including the payment of all costs and attorney fees incurred by the State in defending such an action.

Arnold & Porter Kaye Scholer LLP Michele Rowland

Company ame Signature of Person Authorized to Sign

Suite 3100, 1144 Fifteenth Street Michele Rowland

Address Printed Name

Denver, CO 80202-2848 Partner

City State Zip Title

R2-7-103. Confidential Information A. If a person wants to assert that a person’s offer, specification, or protest contains a trade secret or other proprietary information, a person shall include with the submission a statement supporting this assertion. A person shall clearly designate any trade secret and other proprietary information, using the term “confidential”. Contract terms and conditions, pricing, and information generally available to the public are not considered confidential information under this Section.

B. Until a final determination is made under subsection (C), an agency chief procurement officer shall not disclose information designated as confidential under subsection (A) except to those individuals deemed by an agency chief procurement officer to have a legitimate state interest.

C. Upon receipt of a submission, an agency chief procurement officer shall make one of the following written determinations:

1. The designated information is confidential and the agency chief procurement officer shall not disclose the information except to those individuals deemed by the agency chief procurement officer to have a legitimate state interest;

2. The designated information is not confidential; or

3. Additional information is required before a final confidentiality determination can be made.

D. If an agency chief procurement officer determines that information submitted is not confidential, a person who made the submission shall be notified in writing. The notice shall include a time period for requesting a review of the determination by the state procurement administrator.

E. An agency chief procurement officer may release information designated as confidential under subsection (A) if:

1. A request for review is not received by the state procurement administrator within the time period specified in the notice; or

2. The state procurement administrator, after review, makes a written determination that the designated information is not confidential.

R2-7-101. Definitions “Trade secret” means information, including a formula, pattern, device, compilation, program, method, technique, or process, that is the subject of reasonable efforts to maintain its secrecy and that derives independent economic value, actual or potential, as a result of not being generally known to and not being readily ascertainable by legal means.

R2-7-C317. Contract Award A. An agency chief procurement officer shall award the contract to the responsible offeror whose offer is determined to be most advantageous to the state based on the evaluation factors set forth in the solicitation. The agency chief procurement officer shall make a written determination explaining the basis for the award and place it in the procurement file.

B. The agency chief procurement officer shall notify all offerors of an award.

C. After contract award, the agency chief procurement officer shall return any offer security provided by the offeror.

D. Within 3 days after contract award the agency chief procurement officer shall make the procurement file, including all offers, available for public inspection, redacting information that is confidential under R2-7-103.

ATTACHMENT E: Questionnaire ARIZONA STATE

RETIREMENT

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services

Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

All Offerors, including any incumbent or previous service providers, must complete the Questionnaire and provide detailed responses, without assuming the ASRS is familiar with or will accept Offeror’s experience, approach, systems, or methodologies.

This Questionnaire is designed to assist the ASRS in gaining an understanding of the firm’s qualifications for consideration for this engagement. It is important to provide accurate, complete, and thorough information as requested. The ASRS may award contracts for all or any portion of the work for which an Offeror has provided a response.

Requested Supplemental documents that cannot be included or embedded within this Questionnaire itself should be clearly labeled and included as a single separate attachment entitled “Supplemental Information-Document Title.” If Offeror believes any information is confidential in its response to this Questionnaire, include that section of your response in a separate attachment entitled “Confidential Responses” and mark as “Confidential” as indicated in Sections 4 of the Instructions to Offerors.

Minimum Requirements

1. Does your company meet each minimum qualification and requirement listed in the Instructions to Offerors, Section

5.3 (Eligibility for Evaluation and Discussions)? If no, please indicate which one of requirements you do not meet and an explanation as to why.

Yes. Arnold & Porter meets the qualifications and requirements listed in the Instructions to Offerors, Section 5.3 (Eligibility for Evaluation and Discussions), Sections 5.3.1.A and 5.3.2.B. In response to Section 5.3.2.B, references are provided in Attachment G: References

For a detailed response to the Instructions to Offerors, Section 5.3 (Eligibility for Evaluation and Discussions), see our response to Attachment E: Questionnaire, 3.1 Executive Summary.

2. As listed in the Instructions to Offerors Section 5.1 (Responsibility, Responsiveness and Acceptability), Please answer the following:

2.1. Has your company had a contract within the last five (5) years that was terminated for cause due to breach or similar failure to comply with the terms of the Contract?

No. To the best of our knowledge and judgment, Arnold & Porter has not been terminated for cause due to breach or any similar failure in compliance with the terms of our Contracts. Additional information about any matters involving our firm can be obtained on a confidential basis by contacting our partner in charge of the firm’s Risk Management Committee, Mr. John Massaro, at +1 202-942-5122.

2.2. Has your company had a record of performance that includes factual evidence of failure to satisfy the terms of agreements with any party to a contract? Factual evidence may consist of documented vendor performance reports, customer complaints and/or negative references.

No. To the best of our knowledge and judgment, Arnold & Porter has not and does not have a negative record of performance or failure to satisfy the terms of agreements with any party to a contract. Additional information about any matters involving our firm can be obtained on a confidential basis by contacting our partner in charge of the firm’s Risk Management Committee, Mr. John Massaro, at +1 202-942-5122.

2.3. Is your company legally qualified to contract with ASRS and financial, business, personnel, or other resources, including subcontractors? Legally qualified includes if the vendor or if key personnel have been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body.

Yes. Arnold & Porter is legally qualified to contract with ASRS and financial, business, personnel, or other resources, including subcontractors. To the best of our knowledge and judgment, no member of our firm has been charged with any violation. Additional information about any matters involving our firm can be obtained on a confidential basis by contacting our partner in charge of the firm’s Risk Management Committee, Mr. John Massaro, at +1 202-942-5122.

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services

Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

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3. Executive Summary

Provide an executive summary, not to exceed two (2) pages, that outlines the firm’s competitive advantage in providing investment legal services to the ASRS and how the firm specifically meets the minimum requirements set forth below and in the Special Instructions to Offerors, Section 5.3 (Eligibility for Evaluation and Discussion). See Instructions to Offerors, Sections 3.8 (Supplement Documents) and Section 4 (Submission of Offer) for instructions on uploading attachments to APP.

1. The lead attorney that Offeror assigns to the Contract will have a minimum of ten (10) years of experience representing and working on behalf of plan sponsors and/or other institutional investors, in preparing, reviewing and negotiating investment related contracts.

2. Offeror shall have comparable historical experience with references for at least three (3) clients of a comparable size and investment requirements. References are to be verifiable and the companies/entities listed as a reference should be able to comment on Offeror’s related experience and past performance.

References should be provided on Attachment G: References.

Arnold & Porter appreciates the opportunity to present an Executive Summary highlighting our investment legal services experience and qualifications as set forth in this solicitation. Please reference our Supplemental Documents.

4. Other Agreements or Terms

Offeror must include as an attachment any and all agreements, such as engagement letters, that Offeror will require be completed and/or signed by the ASRS prior to performance of services. Submittal of terms and conditions or agreements previously approved and accepted by another government entity if available, is preferred. See Instructions to Offerors, Sections 3.8 (Supplement Documents) and Section 4 (Submission of Offer) for instructions on uploading attachments to APP.

Arnold & Porter is submitting our standard Retainer Letter as part of our Supplemental Documents for your reference.

Experience, Qualifications, and Reliability

1. Give a brief history of your firm, including the year the firm began providing investment related legal services. Give specific details with regard to the nature of services provided, highlighting specific experience with investment related legal services for public pension plans.

In January 2017, Arnold & Porter LLP and Kaye Scholer LLP combined to form Arnold & Porter Kaye Scholer LLP.

The legacy Arnold & Porter firm was founded in 1946, and the legacy Kaye Scholer firm was founded in 1917.

Many of our Investment Management attorneys have more than two decades of experience providing investment related legal services. We serve the global investment management industry by providing a full range of legal services to US, UK, EU and other international private and other alternative investment funds, investment managers, institutional investors, fund distributors, and service providers, including services relating to fund formation and tax structuring, management group structuring, investor relations and representations, ownership and compensation arrangements, prime brokerage documentation, customer documentation, compliance policies or procedures, fund regulation and compliance across multiple regimes. Our experience on both sides of the manager-investor equation gives us deep insight into market trends, developments, and terms and conditions—and how to best execute them.

We advise institutional investors, including pension plans, government plans, sovereign wealth funds and endowments, on the legal aspects of their private equity, real estate, energy, hedge fund and separate account investments and co-investments, and secondary purchases and sales of interests in funds.

2. Describe in detail your firm’s experience working with public sector defined benefit retirement plans. Also describe your firm’s knowledge of and experience with Arizona state law in general, and specifically the Arizona Revised Statutes, Title 38, Chapter 5, Article 2.

Arnold & Porter assists numerous institutional investors, including pension funds, funds of funds, private foundations, US banks, endowments, universities, foreign institutions (including non-US government plans and sovereign wealth funds), and family offices, with the legal aspects of a wide range of investments. Our investment management attorneys are deeply experienced in the legal aspects of institutional investment matters. Our team includes fund, tax, SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services

Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

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ERISA, bank regulatory, real estate and corporate lawyers, and we draw on their respective strengths to respond nimbly and efficiently to client needs.

Michele Rowland, proposed lead attorney for this engagement, previously advised ASRS with respect to its investment activities while at her prior firm. As a result, she is well-versed in the business of ASRS as well as Arizona State law and the relevant statutes governing investment and related matters. She also has extensive experience advising other pension and government plans on their investment activities. Additional detail of this experience can be found in response to Question 4 below.

Stephen Culhane, a co-head of the firm’s investment management practice, will assist Ms. Rowland when and where appropriate. The former legal director to Goldman Sachs’s Private Equity Group, Stephen has more than 20 years’ experience representing institutional investors with respect to their participation in a wide range of private investment funds.

3. Provide specific information with regard to your firm’s understanding, knowledge of, and experience in the specific areas of expertise solicited, as described in the Scope of Work.

Our investment management team has extensive experience advising institutional investors, including pension plans, government plans and endowments, among others, on the legal aspects of their private equity, real estate, and alternative fund and special account investments and co-investments.

Arnold & Porter provides full-service solutions, including:

Comprehensive Coverage. We serve the global investment management industry by providing a full range of legal services to US, UK, EU and other international private and other alternative investment funds, investment managers, institutional investors, fund distributors, and service providers, including services relating to fund formation and tax structuring, impact funds and other ESG investing considerations, management group structuring, investor relations and representations, ownership and compensation arrangements, prime brokerage documentation, customer documentation, compliance policies or procedures, fund regulation and compliance across multiple regimes, and secondary purchases and sales of interests in funds.

Full Spectrum Fund Classes and Strategies. We advise US, EU and other international clients across the full spectrum of their respective onshore and offshore alternative investment funds and corresponding strategies, with a primary focus on hedge, venture capital, private equity, real estate, hybrid, geographic and industry-focused funds.

Unique Understanding. Our experience on both sides of the manager-investor equation gives us deep insight into market trends, developments, and terms and conditions—and how to best execute them.

Critical Connections. Established relationships throughout the investment management community enable us to work effectively with fund service providers and around issues that other firms find problematic.

Seamless and Efficient Service. Immediate access to our leading international tax, M&A, capital markets, financing, litigation and regulatory lawyers means we efficiently provide solutions to challenging issues.

Global Solutions. Our multidisciplinary approach and global capabilities well position us to provide guidance across geographies, including Asia, Europe, Latin America and North America, and help our clients accomplish their business and investment management goals on a global scale.

As described in our response to Question 2 above, Michele Rowland has advised ASRS in multiple investments.

She will continue to serve as the ASRS central partner with overall responsibility for monitoring and measuring the firm’s progress against the ASRS Strategic Plan, the ASRS Board Governance Policy Handbook, SIP006, Strategic Asset Allocation Policy (SAAP) and the ASRS Investment Policy Statement. Michele will continue to devote a substantial amount of her time ensuring that the ASRS receives first class, timely and efficient service from Arnold & Porter. Michele will ensure that the ASRS obtains the best resources the firm has to offer and will address any issues that are important to the ASRS. She will provide the ASRS with a standard list contact list for all services provided as part of Part 2A: Scope of Work.

In response to the Scope of Work, Section 1.4, Arnold & Porter's investment management attorneys are deeply experienced in the legal aspects of institutional investment matters. Our team includes fund, tax, ERISA, bank regulatory, real estate and corporate lawyers, and we draw on their respective strengths to respond nimbly and

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services

Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page efficiently to client needs. We assist a wide range of institutional investors, including pension funds, funds of funds, private foundations, US banks, endowments, universities, foreign institutions and family offices, with the legal aspects of a wide range of investments, including:

• Private equity funds, venture capital funds, real estate funds, energy funds and hedge funds

• Direct investments in mature and emerging companies

• Co-investment transactions

• Private equity fund, venture capital fund and real estate fund secondary transactions

• Volcker-compliant bank investments

• Direct investments in real estate

• Real estate joint ventures

We have reviewed many hundreds of fund and other investments for our clients. Because we see a large amount of deal flow, we have strong knowledge of market terms and are in a position to negotiate effectively on matters that are most important to our clients. We also represent sponsors of various funds and other investment products and can therefore appreciate the sponsor's perspective and regulatory concerns.

As part of our tax advice, we regularly advise on "unrelated business taxable income" (UBTI) issues for US tax-exempt investors and "effectively connected income," "FIRPTA," and "FATCA" issues for non-US investors. We routinely analyze whether it is tax effective for our institutional clients to invest through blockers and alternative investment vehicles.

As part of our regulatory advice, we regularly advise on compliance with investor qualification requirements under US securities laws, employee benefit plan regulations, anti-money laundering (AML) regulations, and confidentiality and freedom of information laws.

For example, we have advised a university endowment and governmental plan in the legal review of top-tier private equity, venture capital, real estate and hedge fund investments, pledge funds, and secondary transactions, including advice regarding terms, negotiation of seed investments, negotiation of side letters, tax counseling, advice regarding Freedom of Information Act, and related issues. We have also advised a US benefit plan investors in the legal review of broad range of private fund and institutional separate account investments and fiduciary matters, including advice regarding ERISA and fiduciary matters, advice regarding investment terms, negotiate side letters, and preparation and negotiation of complex joint venture documentation.

Please reference our Executive Summary and additional Supplemental Materials for further details regarding our expertise related to the specific services outlined in the Scope of Work document.

4. Provide at least eight (8) representative examples of investment transactions in which your firm has represented a public pension plan investor in the last five (5) years. If possible, include examples from a variety of private equity, real estate, and other private markets transactions. Include the type of transaction, year and dollar amount of each transaction, type of party represented and range of your firm’s responsibility in each transaction. Attach a spreadsheet with the following information: client name, client type, number of separate accounts, inception date of earliest separate accounts, dollar value of separate accounts (committed capital), property types (if applicable), transaction types, and existing client (y/n).

Our attorneys have represented pension funds, universities, trusts, and other institutional investors in connection with their investments in more than 70 private equity and hedge funds across numerous industries totaling more than $2.0 billion in aggregate commitments.

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services

Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

Our investment management lawyers have represented fund-to-fund and limited partner clients who invested, for example, in the following private equity funds and alternative investments:

Scout Energy Partners II-B

Roark Capital Partners

Energy & Minerals Group Fund III

Nordic Capital Fund VIII

AQR Delta Fund II

EIG Energy Fund XVI

Yorktown Energy Partners X

Tessera QP Fund

Soroban Fund

Platte River Equity III

Raven Asset-Based Opportunity Fund

Oaktree Opportunities Fund

IX

Roark Capital Partners III

August Capital VI, LP and August Capital VI Special Opportunities

Energy & Minerals Group Fund II

Warburg Pincus Private Equity XI

Senator Global Opportunity Fund

Hitchwood Capital Partners

The Veritas Capital Fund V

Energy Capital Partners III

TCV VIII

AQR Style Premia Fund

Commonfund Capital Fund X

Silver Lake Partners IV

KKR Asian Fund II

EnCap Energy Capital Fund

IX

Scout Capital Partners II

AQR GRP Offshore Fund Ltd.

AKO Partners

Brigade Credit Fund II

Capital Partners Private Equity Income Fund II

NGP Natural Resources X

Southpoint Qualified Fund

Rosemont Partners III

Strategic Investors Fund VII

ESG Domestic Opportunity Fund

Winton Diversified Futures Fund

American Securities Opportunities Fund

Nautic Partners VII

High Road Capital Partners Fund II

Kayne Anderson Energy Fund VI

EnerVest Energy Institutional Fund XIII-C

Silver Lake IV

Templeton Strategic Emerging Markets Fund IV

Commonfund Capital Venture Partners X

Luxor Capital Partners

Coatue Qualified Partners

5. Describe your firm’s experience with securities lending agreements.

We actively document and advise on derivatives transactions and repurchase agreements documented under ISDA Master Agreements, Credit Support Annexes and related documents, including advising on termination rights, set-offs, netting rights, dispute resolution provisions, and recovery of posted collateral. We have also designed complex and tax-efficient funds to acquire distressed portfolios of securities, whole loans, and synthetic products, and enter into derivatives to transfer or hedge counterparty risk exposure. Further, we have expertise in connection with dozens of derivatives in the new Dodd-Frank initial margin, variation margin, clearing and collateral requirements.

6. Describe your firm’s ability/experience with tax issues as it pertains to pension funds, including but not limited to international tax issues. Describe your firm’s experience with UBIT.

As part of our tax advice, we regularly advise on "unrelated business taxable income" (UBTI) issues for US tax-exempt investors. We routinely analyze whether it is tax effective for our institutional clients to invest through blockers and alternative investment vehicles. In addition, we work with tax-qualified plans on issues relating to the “prohibited transaction rules” under the Internal Revenue Code in analyzing investments.

7. Describe in detail your firm’s organizational structure, including the number of attorneys in the firm, the location of the firm’s offices and the number of attorneys in each, and the number of attorneys specializing in investment related legal services and their location. Provide an organizational chart of your firm as an attachment. See Instructions to Offerors, Sections 3.8 (Supplement Documents) and Section 4 (Submission of Offer) for instructions on uploading attachments to APP.

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

Investment Legal Consulting Services

Solicitation Code: BPM004386 Part 3 of 3 – Offer Forms

Page

Arnold & Porter has a total of 970 attorneys firmwide. The firm has offices in the following cities: Brussels (9 attorneys), Chicago (33 attorneys), Denver (36 attorneys), Houston (13 attorneys), London (36 attorneys), Los Angeles (41 attorneys), Newark (4 attorneys), New York (306 attorneys), San Francisco (71 attorneys), Seoul (3 attorneys), Shanghai (6 attorneys), Silicon Valley(14 attorneys), and Washington, DC (398 attorneys).

Currently, we have more than 20 attorneys providing investment related legal services across the US and UK, including San Francisco, Denver, New York, Los Angeles, Chicago, Washington DC, and London offices.

An organizational chart of the proposed team has been provided as an attachment to this submission.

8. Describe any changes in the firm’s ownership structure, core line of business or senior staffing within the last two (2) years. Do you anticipate any such changes in the future? If so, describe.

In January 2017, Arnold & Porter LLP and Kaye Scholer LLP combined to form Arnold & Porter Kaye Scholer LLP.

The legacy Arnold & Porter firm was founded in 1946. The legacy Kaye Scholer firm was founded in 1917. Arnold & Porter recently expanded its leadership team with the addition of Andy Colón as Chief Legal Talent Officer, resident in Washington, DC. He brings more than 25 years of experience in the legal industry, and will work closely with the firm’s chair, managing partners, and Diversity & Inclusion Committee. To the best of our knowledge and judgment, we do not anticipate any changes to the firm’s ownership structure, core line of business or senior staffing in the near future.

9. Over the last five (5) years, has your firm or any predecessor firm been involved in any litigation/arbitration/administrative proceeding arising from the firm’s provision of legal services? If yes, provide a brief explanation, indicate how it was resolved and the current status.

No. To our knowledge, Arnold & Porter has not been involved in any litigation, arbitration, or administrative proceeding arising from the firm’s provision of legal services. Additional information about any matters involving our firm can be obtained on a confidential basis by contacting our partner in charge of the firm’s Risk Management Committee, Mr.

John Massaro, at +1 202-942-5122.

10. Has a civil legal judgment of any kind ever been entered against a shareholder, partner, officer or key employee of your firm or any predecessor firm? If yes, provide the details including the date of judgment, jurisdiction and the current status of the proceeding.

No. To the best of our knowledge and judgment, no member of our firm has a civil legal judgment of any kind.

Additional information about any matters…