Meketa_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

Sarah Sorrentino Meketa Investment Group 800 University Ave Westwood, MA 02090

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)

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

Page

Meketa Investment Group, Inc.

Company Name Signature of Person Authorized to Sign

August 26, 2021 Lisa M. Rubin 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.

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 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.

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 ☒

Company Name Signature of Person Authorized to Sign Offer

80 University Avenue

Lisa M. Rubin Managing Principal/Director of Marketing

Address Printed Name and Title

Westwood MA 02090

Lisa M. Rubin Managing Principal/Director of Marketing

City State Zip Contact Name and Title

04-2659023

(781) 471-3500 lrubin@meketa.com

Federal tax identifier (EIN or SSN) Contact Phone and Email Address

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

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

Enter Solicitation Section.

Special Terms and Conditions – 3.9 Warranty

Unless otherwise modified elsewhere in the terms and conditions, the Contractor warrants that, for one year after acceptance by the ASRS, the Materials shall be fully compatible with the ASRS's computer hardware and software environment.

Enter redline.

Explanation Not applicable to the contemplated services.

Enter Solicitation Section.

Section 2-A Scope of Work D-4

D. Real Estate Investment Consulting

4.2 Separate Account Investment Criteria

Compliance Reviews

4.4 Direct Asset Ownership Services

The services noted in D.4.2 (all subsections) and D.4.4 (all subsections) would be billed on an hourly rate based on the rates provided in categories Rate 2 or 3.

These services are considered outside the standard scope of services for a real estate consultant and are billed separately from other work.

Enter Solicitation Section.

Paste language here.

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

Rate 1 (title or classification):Co-CEO $850 $850 $850

Rate 2 ( title or classification ): Managing Principal/Director-level

$750 $750 $750

Rate 3 ( title or classification ): Managing Principal (Non-Director Level)/Principal/Sr. Vice President

$650 $650 $650

Rate 4 ( title or classification ): Vice President/Investment Analyst

$500 $500 $500

Rate 5 ( title or classification ): Performance Analyst/Admin

$250 $250 $250

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

Additional Comments:

We would like to provide the following blended hourly rate for private equity and real estate:

Private Equity Investment Consulting Services

Section of Scope of Work Section Title Blended Hourly Rate

C-2 Portfolio Strategic Advice $445

C-3 Investment Advice and Due Diligence $425

C-4 Organizational Assessment of Culture N/A

C-5 Valuation, Monitoring, and Compliance Services $266

Real Estate Investment Consulting Services

Section of Scope of Work Section Title Blended Hourly Rate

D-2 Portfolio Strategic Advice $445

D-3 Investment Advice and Due Diligence $425

D-4 Monitoring, Compliance and Risk Management $550

D-5 Valuation, Monitoring, and Compliance Services NA

Private Equity Investment Consulting Services

Rate 1 (title or classification):Co-CEO $850 $850 $850

Rate 2 ( title or classification ): Managing Principal/Director-level

$750 $750 $750

Rate 3 ( title or classification ): Managing Principal (Non-Director Level)/Principal/Sr. Vice President

$650 $650 $650

Rate 4 ( title or classification ): Vice President/Investment Analyst

$500 $500 $500

Rate 5 ( title or classification ): Performance Analyst/Admin

$250 $250 $250

Real Estate Investment Consulting Services

Rate 1 (title or classification):Co-CEO $850 $850 $850

Rate 2 ( title or classification ): Managing Principal/Director-level

$750 $750 $750

Rate 3 ( title or classification ): Managing Principal (Non-Director Level)/Principal/Sr. Vice President

$650 $650 $650

Rate 4 ( title or classification ): Vice President/Investment Analyst

$500 $500 $500

Rate 5 ( title or classification ): Performance Analyst/Admin

$250 $250 $250

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

Services for tasks outlined in Sections C&D-2.5, 3.4, 5.5 and 6, will be agreed upon separately by mutual consent. Meketa does not have a specific fee schedule for special projects. We would propose billing related to projects under these Sections to be on a project-by-project basis, based upon the scope and time commitment associated with that project. All “projects” are discussed in detail and fees are defined prior to the start of any project.

In developing this quote, Meketa has made estimates about the number of hours and level of seniority of the professionals that will be required for each element of the Scope of Work.

Meketa reserves the right to make adjustments to the number of professionals, the number of hours of each professional, and the seniority of the professionals assigned to each element of the Scope of Work. However, the blended hourly rate for each Scope of Work quoted above will not be increased. Meketa reserves the right to not accept any project offered by the ASRS. Our quote does not include costs for outside legal counsel.

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.

We would like to provide the following fees by service:

1.

Private Equity Investment Consulting Services

Section of Scope of Work Section Title Proposed Fees

C-2 Portfolio Strategic Advice $150,000 per year

C-3 Investment Advice and Due Diligence

$35,000 per fund for the first three commingled investment funds in a calendar years, $32,500 per fund for the next two funds, and $30,000 per fund thereafter.

$35,000 per Opportunistic or Co-Investment review

Service Proposed Fee

Section of Scope 2 $35,000 per illiquid credit investment due diligence review

Section of Scope 3 $25,000 per public markets investment due diligence review

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

Private Equity Investment Consulting Services

C-5 Valuation, Monitoring, and Compliance Services

5.1, 5.2, 5.3 (Valuation and Fee Analysis & Reporting): $31,500 per year, plus $2,250 annually per separate account, and $3,150 annually per fund.

5.4 (Capital Calls): $45,000 per year, plus $1,350 per fund and separate account during the investment period and $450 per fund following the investment period.

Real Estate Investment Consulting Services

Section of Scope of Work Section Title Proposed Fees

D-2 Portfolio Strategic Advice $150,000 per year

D-3 Investment Advice and Due Diligence

$35,000 per fund for the first three funds in a calendar years, $32,500 per fund for the next two funds, and $30,000 per fund thereafter

D-4 Monitoring, Compliance and Risk Management

$300,000 per year. The services noted in D.4.2 (all subsections) and D.4.4 (all subsections) are excluded this annual retainer fee. Services for D.4.2 (all subsections) and D.4.4 (all subsections) would be billed at our hourly rate for categories Rate 2 or 3 provided in addition to this annual retainer.

D-5 Valuation, Monitoring, and Compliance Services

NA

The pricing quoted above includes costs for all services listed in the Scope of Work Sections D-2, D-3 and D-4, domestic travel for manager meetings and research, as well as travel to the ASRS offices to present to the Investment Committee up to one meeting per month. Our quote does not include costs for outside legal counsel.

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.

Not applicable.

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

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.

At this time we do not anticipate any additional services outside of the scope outlined as we believe our standard private equity and real estate services include all the services necessary to advise ASRS in these areas.

5. PAYMENT DISCOUNT OPTIONS

For the services specified herein, the following discounts apply:

If ASRS selects Meketa to provide all services under Sections 2-A Scope of Work for either private equity or real estate, we will discount our prices by 5% for those services. If ASRS selected Meketa to provide private equity and real estate retainer services, we will discount our fees by 10%. We would also be happy to provide a discount on per search project fees in illiquid and public markets if selected for either the private equity or real estate mandate.

Section 3-B:

OFFER FORMS D-F

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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

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The Solicitation is comprised of three parts: Part 1 which includes the Solicitation Summary; Part 2, which includes 2-Scope of Work, 2B-Special Terms and Conditions, and 2C-Uniform Terms and Conditions; and Part 3, which includes 3A-Instructions to Offerors, 3B-Offer Forms, and Exhibits.

Part 1, Part 2, and Part 3 should be read in their entirety before preparing and submitting an Offer.

Part 3B–Offer Forms should be submitted as your response. Offeror must complete and submit the Attachments, as contained in this document. Offeror should NOT copy and paste these Attachments onto Offeror’s letterhead or any other customized format.

All terms not defined herein shall have the meaning given to them in the Uniform and Special Terms and Conditions, Instructions to Offerors, and the Scope of Work.

Contents

Attachment D: Designation of Confidential, Trade Secret, and Proprietary Information

Attachment E: Questionnaire

Attachment F: Checklist

ATTACHMENT D: Designmation of Confidential, Trade Secret and Proprietary

Information 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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

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.

In the space below, list and provide an explanation for all parts of Offeror’s response that are separately marked as “Confidential.”

Meketa’s Annual Financial Statements - Includes Meketa’s confidential revenue and financial details. Meketa does not generally make this information publicly available.

Follow Instructions to Offerors, Section 4.1 (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.

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

ATTACHMENT D: Designmation of Confidential, Trade Secret and Proprietary

Information 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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

Page 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.

Company Name Signature of Person Authorized to Sign

80 University Avenue Lisa M. Rubin

Address Printed Name

Westwood, Massachusetts 02090 Managing Principal, Director of Marketing

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

Solicitation Code: BPM003473

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

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 services for which an Offeror has provided a response.

Requested Supplemental documents should not be embedded within this Questionnaire itself, but instead 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 the response in a separate attachment entitled “Confidential Supplemental Information – Document Title” and mark as “Confidential” as indicated in Section 4.1 of the Instructions to Offerors.

A. All Services

1. Minimum Requirements

1.1. Executive Summary

Provide an executive summary, not to exceed two (2) pages, that outlines the firm’s history and competitive advantage in providing investment consulting services to the ASRS and how the firm specifically meets the minimum requirements as set forth in the Instructions to Offerors, Section 5.3 (Eligibility for Evaluation and Discussions). If the firm does not meet one or more of the minimum qualifications or requirements, indicate which one(s) you do not meet and an explanation as to why. Give specific details with regard to the nature of services provided, highlighting specific experience providing the Services being offered for public pension plans. (See Instructions to Offerors, Section 3.8 Supplemental Documents and Sections 4.1 Offeror Confidential Information and 3.8 Supplemental Documents.)

Please refer to Supplemental Information – Appendix A for Meketa’s Executive Summary, which outlines our history, competitive advantages, and affirms our fulfillment of the minimum requirements as set forth in the Instructions to Offerors, Section 5.3.

1.2. Has your firm 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.

1.3. Has your firm 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.

1.4. Is your firm 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.

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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

Page

2. Investigations and Proceedings

2.1. 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 investment consulting services? If yes, provide a brief explanation; indicate how it was resolved and the current status.

A class action complaint was filed on October 21, 2020 relating to the New York State Teamsters Conference Pension and Retirement Fund (“NYST”). The complaint names as defendants NYST’s trustees, Horizon Actuarial Services, LLC (NYST’s actuary) and Meketa Investment Group (NYST’s investment consultant). The complaint makes breach of fiduciary duty claims against all defendants. We believe that the claims are without merit and intend to vigorously contest the complaint.

2.2. 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.

2.3. Has any current shareholder, partner, officer, or key employee of your firm ever been terminated or forced to resign from employment for reasons related to professional competence, ethical and/or financial improprieties, and/or unsatisfactory performance? If yes, provide the details including the name of the individual and the identity of the former employer.

No.

2.4. Has any shareholder, partner, officer, or director of your firm ever been charged with and/or convicted of a criminal offense (other than traffic court violations) or charged by any regulatory agency with violations of financial or professional regulations? If yes, provide all details including the caption of the proceeding and its disposition and/or status.

No.

2.5. Over the past five (5) years, has your firm been the subject of any governmental investigation? If yes, provide a brief explanation and indicate how resolved and the current status.

No.

3. Firm Organization and Resources

3.1. Describe in detail your firm’s organizational structure, including the number of employees in the firm, the location of the firm’s offices and the number of employees in each. Provide a complete listing of any affiliated companies or joint ventures and the nature of services provided. Provide an organizational chart of your firm as an attachment. See Instructions to Offerors, Section 3.8 Supplemental Documents and Section 4.1 Offeror Confidential Information

At a high level, Meketa is organized into groups based on service function: Corporate and Business Operations, Consulting Services, Outsourced CIO, Research (Capital Markets, Private Markets and Public Markets), and Investment Operations. Meketa has a management structure that includes the Senior Management team that directs general business operations and strategy. The team comprises senior managers who manage day-to-day operations including our Co-CEO’s, Chief Operating Officer, Chief Legal Counsel, and the following directors:

Finance, Marketing, Client Service, Private Markets, Business Management, and Consulting Services. The structure is designed to withstand the loss of any member.

Meketa has 215 employees. Meketa operates out of seven offices: our Boston Headquarters (100 staff), San Diego (63 staff), Miami (4 staff), Portland (29 staff), Chicago (12 staff), New York (4 staff), and London (3 staff).

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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

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Meketa’s office locations are as follows:

Headquarters (Boston, MA) 80 University Avenue Westwood, MA 02090 781.471.3500

West Coast Office (San Diego, CA) 5796 Armada Drive, Suite 110 Carlsbad, CA 92008 760.795.3450

Southeast Office (Miami, FL) 5200 Blue Lagoon Drive, Suite 120 Miami, FL 33126 305.341.2900

Pacific Northwest Office (Portland, OR) 2175 NW Raleigh Street, Suite 300A Portland, OR 97210 503.226.1050

London, U.K.

25 Green Street London W1K 7AX U.K.

+44 0203.841.6255

Midwest Office (Chicago, IL) One E. Wacker Drive, Suite 1210 Chicago, IL 60601 312.474.0900

New York Office 48 Wall Street, 11th Floor New York, NY 10005 212.918.4783

Meketa Investment Group has two subsidiaries: Meketa Investments London Ltd. which provides research support services and Meketa Fiduciary Management, LLC, an entity through which our firm provides discretionary investment advisory services.

Please refer to Supplemental Information - Appendix B for Meketa’s organizational chart.

3.2. Provide a hyperlink to the firm’s website and annual financial statements.

Our website is www.meketa.com. Please refer to Confidential Supplemental Information – Confidential Financials 2020 and 2019 for a copy of our most recent annual financial statements.

3.3. Have there been any significant organizational developments or 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.

Meketa has not had any significant organizational developments or changes in the firm’s ownership structure or core line of business in the last two years. Please refer to the tables below for senior staffing changes within the last two years.

Although beyond the two year timeframe, we would like to note that On March 15, 2019, we completed the merger of Meketa and Pension Consulting Alliance (PCA), a leading investment consulting and advisory firm based in Portland, Oregon. While this did not constitute a change in control of Meketa or our ownership structure, our ownership was expanded to include the former six owners of PCA and all employees of PCA became employees of Meketa.

We do not currently anticipate any significant organizational developments or changes in the firm’s organizational structure.

http://www.meketa.com/

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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

Page

Hires

Below is a list of all senior management and consulting personnel additions since June 1, 2019 (the following list is limited to Senior Vice President level employees and above).

Name Current Title/ Position Date of Hire

Colin Hill Senior Vice President/Real Estate Consultant 6/2021

Jason Josephiac, CFA, CAIA Senior Vice President/Research Consultant 5/2021

Cecelia Chen, CAIA Senior Vice President/Real Estate Consultant 5/2021

Margret Duvall Senior Vice President/Director of Communications and Sales 1/2021

Tammy Wood Managing Principal/Chief Marketing Officer 1/2021

Amy Hsiang, CFA, CAIA Managing Principal/Director of Public Markets Manager Research 1/2021

Tammy Wood Managing Principal/Chief Marketing Officer 1/2021

Sandra Ackermann-Schaufler, CFA Managing Principal/Consultant/Portfolio Strategist 3/2020

Orray Taft, CAIA, FRM Senior Vice President/Consultant/Risk Manager 2/2020

Jonathan Camp, ASA Senior Vice President/ALM/LDI Consultant 11/2019

Departures

Below is a list of all senior management and consulting personnel departures since June 1, 2019 (the following list is limited to Senior Vice President level employees and above).

Name Position Date of

Departure Reason for Departure

Timothy Atkinson Managing Principal/Research Consultant 5/2021 Pursue other opportunities

David Smith Senior Vice President/Research Consultant 4/2021 Pursue other opportunities

Peter King Executive Vice President/Real Estate Consultant 3/2021 Pursue other opportunities

Christy Gahr Principal/Real Estate Consultant 1/2021 Pursue other opportunities

David Hetzer Principal/Research Analyst 1/2021 Pursue other opportunities

Brandon Colón Managing Principal/Co-Director of Public Markets Manager Research

10/2020 Pursue other opportunities

Roberto Obregon

CFA, CAIA

Senior Vice President/Research Consultant 7/2020 Pursue other opportunities

Timur Kaya Yontar

PHD

Senior Vice President/Consultant 3/2020 Pursue other opportunities

Rita McCusker Principal/Director of Client Service 2/2020 Pursue other opportunities

David Eisenberg

CFA

Principal/Director of Consulting Services 11/2019 Pursue other opportunities

Ed Omata

CFA

Principal/Co-CIO, Meketa Fiduciary Management 10/2019 Pursue other opportunities

3.4. Provide a listing of your firm’s divisions along with their contribution to the firm’s total revenues and expenses (in percentage terms). Is it anticipated that your firm is considering retaining the services of subcontractors?

Meketa has only one business – providing investment advice to institutional clients. All of our firm’s revenue is derived from providing either investment advisory or discretionary services to clients. All of Meketa’s internal departments, described below, work in service of our investment advisory business.

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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

Page

Our Investment Advisory Services Department is comprised of 66 consultants/senior investment professionals, 41 investment analysts, and 28 performance analysts. The Investment Advisory Services Department is responsible for developing, improving, producing, and delivering all investment services. This includes ongoing research, report writing, investment strategy advice, money manager monitoring services, manager and custody searches, fund coordination, and general client service, among others.

The Operations Department oversees the internal functions of the company and is specifically responsible for overseeing the Administrative Services (33 professionals) and IT Professionals (11 professionals). The Marketing Department (14 professionals) is responsible for the firm’s marketing efforts, request for proposal process, and new business initiatives throughout the organization.

Meketa is not considering retaining the services of any subcontractors for this mandate.

3.5. Provide a table showing the firm’s major lines of business and percentage of total firm revenues associated with that line of business for the last full year. If you are a consulting firm, provide at a minimum a breakdown of your consulting and discretionary account management.

Meketa has only one business – providing investment advice to institutional clients. All of our firm’s revenue is derived from providing either investment advisory or discretionary services to clients.

The percentage of revenue derived from each is as follows:

Source of Revenue Percentage of Revenue

Investment Advisory 70%

Discretionary Services 30%

3.6. Describe the firm’s conflict of interest policy.

Meketa prides itself on behaving ethically, honestly, and with the highest degree of integrity in all of its business dealings. In an industry with its share of conflicts, the firm works consistently to avoid even the perception of conflict of interest.

We do not have any affiliations with brokerage firms, nor do we have any broker-dealer relationships. We do not receive soft dollars or any brokerage commissions. Our primary line of business is providing investment consulting and advisory services. We work only for our clients, and are paid directly by our clients. As a result, we limit potential conflicts of interest and can provide clients with objective investment information and advice.

In 1988, Meketa adopted the Code of Ethics and Standards of Professional Conduct published by the CFA Institute.

Our Code of Ethics covers every component of our business, including, but not limited to: fair dealing; priority of transactions; prohibitions against the use of material, non-public information; fiduciary responsibilities; required standards of conduct; and compliance with Federal securities laws.

Eric Cressman is the Chief Compliance Officer for Meketa. Mr. Cressman’s responsibilities include firm-wide compliance policy implementation and monitoring. This also includes projects related to SEC and DOL requirements, providing compliance training for staff, ensuring compliance requirements are being followed firm-wide, testing compliance procedures, and developing disclosure statements.

Further, we have adopted a personal security transactions policy that mandates:

All personal trades must be reported to the Compliance Department at the end of each calendar quarter.

Meketa prohibits ownership or trades of any company whose revenues are mostly derived from investment management.

Meketa prohibits trades based on the knowledge that a client portfolio is in the process of acquiring or liquidating a security.

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

Part 3 of 3 – Instructions to Offerors, Offer Forms, and Exhibits

Page

4. Cost

Describe the approach your firm will take to help the ASRS control its costs for this engagement. Include a description of your firm’s ability to evaluate the effectiveness of its service and monitor its cumulative costs and fees associated with each matter assigned under the Contract. Also, describe any specific measures your firm would be willing to undertake to control costs.

The proper evaluation of management fees and terms is one of the most important aspects of our work as investment consultants. Investment management fees typically represent the largest component of a fund’s expenses, and should be negotiated and monitored closely. The surest way for a fund to produce a higher investment return is to lower management fees and other operating costs. To stay up to date on manager fees, we conduct periodic surveys of the investment marketplace to assess trends in investment management fees.

We continuously scrutinize all of the operating costs associated with our clients’ investments. Wherever possible, we negotiate lower fees and/or more favorable terms. Additionally, we look for opportunities to aggregate client investments, providing more leverage and allowing for more favorable terms than a client would receive on its own. At times, we have been able to recover the equivalent of our consulting fees in certain years.

Meketa is able to add value for our clients by using our size and scale to negotiate manager and partnership fees. We benchmark a manager’s fees against competitors of a similar size and strategy and will seek to actively negotiate in situations where fees appear to be above market without a compelling rationale. We seek to have a voice on key terms and conditions in the partnership agreement, including the level of fees. In many circumstances, the General Partner will agree to aggregate the commitments across our clients in order to qualify for a lower fee and other benefits available only to larger investors.

With 40+ years of experience reviewing and negotiating fees on behalf of clients, we have the expertise to evaluate current fee structures, as well as the skill and competence to successfully negotiate or renegotiate investment managers’ fees.

5. Education

Describe education or training programs that your firm provides to its clients. Will your firm provide education/training to ASRS staff? If so, please describe and indicate if and how this will be included in the pricing model provided.

A significant component of our work as consultants is to provide ongoing education to our clients. We welcome the opportunity to work with clients one-on-one or in a group forum at a location convenient to them. We consider client education an important part of our job as consultants. All of our education is done on a client-by-client basis. In this way, each client receives our full attention, and all investment seminars are organized specifically for each client.

We believe that an informed client is much more likely to make prudent investment decisions and is less likely to shift strategies during a period of temporary market weakness. Consequently, we constantly strive to educate clients on various investment topics.