Nossaman_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

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 with revised fees and optional/alternate pricing.

Nossaman LLP Company Name Signature of Person Authorized to Sign

August 3, 2022 Yuliya Oryol 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.

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.

Nossaman LLP

Company Name Signature of Person Authorized to Sign Offer

50 California Street, 34th Floor

Yuliya Oryol

Address Printed Name and Title

San Francisco, CA 94111

Yuliya Oryol, Partner

City State Zip Contact Name and Title

95-2219542

P: 415.438.7256 E: yoryol@nossaman.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

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

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.

Example:

RATE/POSITION/TITLE

MAX HOURLY

RATE

YEAR 1

GUARANTEE

3 YR

GUARANTEE

MAX HOURLY

RATE

5 YR

GUARANTEE

Partner $400 $400 $425

Associate $300 $300 $300

Legal Secretary $150 $150 $150

Investment Legal Consulting Fees:

RATE/POSITION/TITLE

YEAR 1

3 YR

5 YR

Senior Partner (+15 years) $595 $645 $695

Junior Partner (+7 years) $530 $570 $620

Staff Attorney $455 $510 $570

Senior Associates (+4 years) $455 $510 $570

Junior Associates (1-3 years) $395 $445 $500

Paralegal $295 $315 $345

*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

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 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.

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.

Nossaman is pleased to propose the following flat fee ranges as alternative pricing options:

• $18,000 (re-up, updated fund documents, same fund counsel)

• $22,500 (re-up, new fund documents, different counsel)

• $25,000 (new deals)

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.

We do not propose any additional expenses.

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.

Nossaman does not propose a discount option.

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.

Nossaman LLP

Company Name Signature of Person Authorized to Sign

50 California Street, 34th Floor Yuliya Oryol

Address Printed Name

San Francisco CA 94111 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.

We meet the following minimum qualifications listed in Instructions to Offerors Section 5.3 Eligibility for Evaluation and Discussions:

1. Our lead attorney, Yuliya Oryol, exceeds the minimum of ten years of experience representing and working on behalf of public pension plans and institutional investors. Please see her biography included in our responses to Attachment E: Questionnaire.

2. We have included three client references in Attachment G: References.

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?

Nossaman is unaware of any situations where a client terminated a contract due to breach of similar failure to comply with the terms of the contract.

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.

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, SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page 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.

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.

Our Public Pensions Group offers an unrivaled team of professionals who provide a full range of legal services to public pension systems around the country. With decades of experience in the public pension sector, Nossaman offers insightful and reliable advice on legal issues impacting public plans, including investment, funding, fiduciary, governance, benefits, administrative, ethics, transparency and employment issues. We also represent retirement systems and their Boards in litigation on these topics.

Our broad client base and extensive history with public pensions gives our group a distinct advantage in representing our public pension clients. We have extensive experience with all facets of public pension investments and administration and understand the challenges that public pension boards face when investing plan assets. We understand the connection between investment returns and plan funding, and the importance of sound investment and governance policies. We also understand the investment risks in the current environment because of competition between investors for assets with higher rates of return, particularly in private markets. This competition can create obstacles to obtaining favorable legal terms for individual investment transactions, creating legal risk. Investment managers are, of course, incentivized to maximize profits and minimize their own legal risk, which creates potential conflicts of interest between the pension plan and its managers. We are able to protect our clients’ interests and obtain the best possible fund terms while getting the deal closed in a timely and efficient manner.

We understand market dynamics. When representing clients in connection with investments in oversubscribed funds or with the most sought out managers, we recognize the client’s business interest in obtaining anticipated high investment returns while also getting the legal protections our clients need in order to make private fund investments. We understand that every client has a different level of risk tolerance, investment experience, board expectations and necessary staff for monitoring investments.

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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It can be challenging to balance institutional investors’ needs for investment protections while at the same time ensuring that the investors are able to participate in oversubscribed funds. Many managers have taken advantage of today’s oversubscribed market to shift the business and legal risks away from themselves to investors. Often, the fund documents for oversubscribed funds have fewer investor protections. We are fierce advocates for our public pension system clients. We have had tremendous success over the years in negotiating favorable and limited partners (LP)-friendly terms for the benefit of our clients.

We do not apply a “one size” fits all approach to representing our public pension system clients.

However, we believe it is critical that all of clients understand the fund terms from both a business and a legal perspective so that they have sufficient information to make informed investment decisions.

Our group understands the current pressure for higher levels of investment transparency, which can create a tension between market opportunities and reputational risk. Following open meeting, public records and similar laws without materially jeopardizing investment goals is a legal challenge for many public pension systems. Our experience can assist clients in meeting this challenge through strong LP-friendly contract terms, which incorporate these legal requirements. Pension plan fiduciaries may also adopt legal practices that are designed to comply with these laws while identifying and preserving the confidentiality of information that is truly necessary to the prudent management of the fund’s investment portfolio.

We satisfy the minimum requirements set forth in the Special Instructions to Offerors, Section 5.3. Our proposed team lead, Yuliya Oryol, exceeds the minimum requirement of 10 years of experience representing and working on behalf of plan sponsors and/or other institutional investors. We have also included three client references on Attachment G: References.

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.

We do not have any additional attachments or agreements that we require to be completed and/or signed by ASRS prior to performance of services.

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.

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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Nossaman is a full-service, midsize law firm that has been an industry leader for more than 75 years, serving public and private entities. The Firm has nationally recognized practices in public pensions and investments, real estate, corporate, tax, environment and land use, infrastructure, eminent domain, water, litigation, employment, healthcare and public policy law. Our offices are located throughout California, in Los Angeles, Irvine, San Francisco and Sacramento, as well as nationally in Seattle, WA, Austin, TX and Washington, D.C.

We utilize a multi-disciplinary approach that combines the skill and experience of our transactional attorneys, litigators and public policy advisors to achieve clients’ goals.

Nossaman is among a select few law firms in the nation with an established and nationally recognized, full-service Public Pensions & Investments Group (Public Pensions Group). Co-chaired by both team lead Yuliya Oryol and Ashley Dunning, our practice consists of experienced investment, fiduciary, litigation, real estate, tax, insurance, intellectual property and employment attorneys.

Our experience spans a very broad spectrum of investment advice. We started assisting public pension clients more than 30 years ago with “traditional investments,” including public markets and separate account real estate. As our public pension clients diversified and moved into alternative investments, we were by their side assisting with the review, preparation and negotiation of private fund documents such as private placements memorandum, partnership agreements, investment management agreements, guarantees, side letters, subscription agreements and other fund documents. We pride ourselves on helping public pension fund clients make their investments work for their systems. Our in-depth experience includes representing public pension systems in connection with the following:

o Alternative investments in different asset classes (through domestic and off-shore vehicles), including private equity, venture, real estate, hedge, credit, buyout, infrastructure and timber funds, as well as funds of funds and other alternative investment vehicles;

o Opportunistic Strategies including secondary sales, funds of one, co-investments, joint ventures, direct equity investments and others;

o Direct real estate investments, including acquisitions, dispositions, financing, leasing and property management; and o Investments in public markets, including investments in public equities, fixed income, futures, swaps and other derivatives through various negotiated structures, such as commingled funds, investment management agreements, collective investment trusts, mutual funds and funds of one.

We are honored to be recognized by our peers and professional organizations on the work we do for clients, including:

o Ranked among “Best Law Firms” by U.S. News & World Report and Best Lawyers;

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page o Recognized on Vault’s prestigious “Top 150 under 150 List,” in addition to being recognized, for the third time, as one of the top midsize law firms for diversity and pro bono in its 2021 list of “Best Midsize Law Firms to Work For” and “Best Mid-Size Law Firms for Diversity;”

o The National Law Journal recognized Nossaman on its “Midsize Hot List” four times since 2012 in addition to being recognized as one of the top 25 law firms in the U.S. for women in its June 2020 “Women in Law Scorecard;”

o Chambers & Partners recognized five of our practice groups in its “2021 Chambers USA Guide” of leading law firms and lawyers;

o Recognized as a “Top Firm for Minority Equity Partners” and “Top Firm for Minority Attorneys” by Law360 for the fifth time; and o Ranked fourth Best Firm for the third time in Law360’s list of “Best Law Firms for Female Attorneys.”

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.

We provide a full range of legal services and strategic advice to clients who manage or advise pension systems on their public equity, fixed-income, real asset and alternative investment portfolios. Our in-depth experience includes representing public pension systems in connection with the following:

o Alternative investments in different asset classes (through domestic and off-shore vehicles), including private equity funds, venture funds, hedge funds, credit funds, buyout funds, infrastructure funds, timber funds, funds of funds and other investments;

o Real estate commingled funds, both open-ended and closed ended funds, in the area of core, value-added and opportunistic investments;

o Direct real estate investments, including acquisitions, dispositions, financing, leasing and property management;

o Investments in public markets, including investments in public equities, fixed income, futures, swaps and other derivatives through various negotiated structures, such as commingled funds, investment management agreements, collective investment trusts, mutual funds and funds of one; and o Secondary sales, co-investments, joint ventures, direct equity investments and other opportunistic strategies.

The following is a sampling of the investment clients that Nossaman currently represents.

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page o Alameda County Employees’ Retirement Association (ACERA). Yuliya has provided investment counsel services to ACERA since 2011. We represent ACERA in connection with its alternative investments in commingled funds in various asset classes, including private equity funds, venture funds, real estate funds, energy funds and infrastructure funds. Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations and advising the investment staff and in-house investment counsel with respect to the terms and conditions of the investments. We also assist with the preparation of the investor questionnaires and negotiation of side letters tailored to meet the needs of ACERA. In addition, we assist ACERA with public market transactions including negotiating custody agreements, investment management agreements and advising on operational issues that come up from time to time. We have negotiated third-party vendor agreements for a variety of investment-consulting projects. We have been fiduciary counsel to ACERA since 2015.

o California Public Employees’ Retirement System (CalPERS). Since 2018 as fiduciary counsel and since 2020 as investment counsel to CalPERS, we have performed legal services for the largest employees’ retirement system in the U.S. Nossaman’s legal services include fiduciary, litigation, governance, special projects and alternative investments in private equity.

o Chicago Teachers Pension Fund (CTPF). Since 2020, we have provided investment related legal services to CTPF in connection with alternative investment transactions, including first-time funds formed by emerging managers. Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations, advising in-house counsel and investment staff with respect to the terms and conditions of investments, completing investor questionnaires, reviewing legal opinions, negotiating side letters for the benefit of CTPF and assisting with closings.

o Colorado Public Employees’ Retirement Association (CoPERA). Since 2018, we have provided investment-related representation and advice in connection with CoPERA’s investments in different asset classes through commingled funds and funds of one. Since the engagement, we have worked on numerous alternative investment transactions in the area of private equity and hedge funds.

CoPERA does not use consultants or advisors in connection with its alternative investments. All investments are sourced by its investment staff, with the assistance of in-house and outside counsel.

Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, negotiating side letters, completing subscription questionnaires and assisting with the KYC/AML process.

o Delaware Public Employees’ Retirement System (DPERS). Since 2018, we have represented DPERS in connection with DPERS’ investments in different asset classes through commingled funds and funds of one. Since the engagement, we have worked on a number of alternative investment transactions in the area of private equity and hedge funds. DPERS does not use consultants or advisors in connection with its investments. All investments are sourced by its investment staff with

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3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page the assistance of in-house and outside counsel. Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, negotiating side letters for the benefit of DPERS, completing subscription questionnaires and assisting DPERS with the KYC/AML process.

o Hawaii Employer-Union Health Benefits Trust Fund (Hawaii EUTF). Since 2021, we have represented Hawaii EUTF in connection with its alternative investments. Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations and advising the investment staff and in-house counsel with respect to the terms and conditions of the investments, including the negotiation of side letters.

o Illinois Municipal Retirement Fund (IMRF). Since 2021, we have represented IMRF in connection with its alternative investments. Our legal services include reviewing the fund documents, preparing memoranda of our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, negotiating side letters, completing subscription questionnaires, assisting with the KYC/AML process and closing IMRF’s investments in the funds.

o Imperial County Employees’ Retirement System (ICERS). Since 2018, we have represented ICERS in connection with its alternative investments. Since the engagement, we have worked on numerous alternative investment transactions in the area of private equity and hedge funds. ICERS does not have in-house counsel or investment staff. We work directly with the administrator to assist the client to resolve legal and business issues in connection with its investments. Our legal services consist of reviewing fund documents, advising ICERS with respect to the terms and conditions of the investments, assisting with the preparation of investor questionnaires and negotiating side letters tailored to meet its specific needs.

o Kern County Employees’ Retirement Association (KCERA). We have represented KCERA since 2010 in connection with fiduciary work. Since 2015, we have represented KCERA in connection with alternative investments, including hedge funds and private equity funds. Our legal services include reviewing the fund documents, preparing memoranda of our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, negotiating side letters, completing subscription questionnaires, assisting with the KYC/AML process and closing KCERA’s investments in the funds.

o Los Angeles County Employees’ Retirement Association (LACERA). Since 2014, we have represented LACERA with respect to its alternative investments. Our work consists of the review of fund documents, preparation of memorandum with our legal analysis and recommendations, advice with respect to the terms and conditions of the investment, completion of an investor questionnaire and negotiation of side letters.

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3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page o Los Angeles Fire and Police Pensions (LAFPP). Since 2001, we have assisted LAFPP in connection with its separate account real estate needs, as well as in connection with its investments in private equity funds, energy funds, real estate funds, timber funds, infrastructure funds, venture funds and other alternative investments. We have also represented LAFPP in direct investments and secondary transactions. Our work consists of the review of fund documents, preparation of memorandum with our legal analysis and recommendations, advice with respect to the terms and conditions of the investment, completion of an investor questionnaire and negotiation of side letters.

We represented LAFPP in acquisition of its headquarters building and adjacent parking lot and continues to represent LAFPP in connection with real estate matters, which arise from such ownership.

o Los Angeles City Employees’ Retirement System (LACERS). Since 1999, we have represented LACERS on its separate account real estate and alternative investment portfolios, including investments in domestic and foreign commingled or managed funds and REITs. We work with LACERS’ staff and the City Attorney to review and negotiate the fund documents in connection with LACERS investments in various funds. Our work consists of the review of fund documents, preparation of memorandum with our legal analysis and recommendations, advice with respect to the terms and conditions of the investment, completion of an investor questionnaire and negotiation of side letters.

o Los Angeles Water and Power Employees’ Retirement Plan and Retiree Health Benefits Fund (WPERP). We were engaged by the Los Angeles Water and Power Employees’ Retirement Plan in 2006 and by its Retiree Health Benefits Fund in 2009 to represent both plans in connection with investments in commingled funds, investment partnerships and alternative investment vehicles.

We regularly assist with swaps, futures and other derivatives agreements. As with its representation of LACERS and LAFPP, our work consists of the review of fund documents, preparation of memorandum with our legal analysis and recommendations, advice with respect to the terms and conditions of the investment, completion of an investor questionnaire and negotiation of side letters tailored to meet the needs of the plans. We have also negotiated trust agreements and third-party securities lending arrangements for LADWP.

o Marin County Employees’ Retirement Association (MarinCERA). We became outside general counsel and investment counsel to MarinCERA in 2015. MarinCERA does not have in-house counsel or investment staff. We work directly with the administrator to assist the client to resolve legal and business issues in connection with its investments. Our investment work includes assisting MarinCERA with public markets and private markets transactions. We negotiate investment management agreements and fund documents in different asset classes, including side letters. We assist with preparation of subscription booklets and tax forms.

o Maryland State Retirement and Pension System (MSRPS). Since 2018, we have represented MSRPS in connection with alternation investments. Since the engagement, we have worked on

SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page numerous alternative investment transactions in the area of private equity and hedge funds. Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, completing investor questionnaires, reviewing legal opinions, negotiating side letters for the benefit of MSRPS and assisting with closings.

o Merced County Employees’ Retirement Association (MercedCERA). Since 2015, we have represented MercedCERA in connection with its alternative investments in commingled open-ended and closed-ended funds in the area of private equity, venture, energy and infrastructure.

MercedCERA does not have in-house counsel or investment staff. We work directly with the administrator to assist the client to resolve legal and business issues in connection with its investments. Our work includes reviewing the fund documents, drafting memorandum with our analysis and recommendations, advising the plan with respect to the terms and conditions of the investment, assisting with the preparation of investor questionnaire and negotiating side letters. We have also assisted MercedCERA with the negotiation of a custody agreement and investment management agreements. In addition, we worked with MercedCERA to develop investment policies and forms. We provide fiduciary counsel to MercedCERA as well.

o New York State Teachers’ Retirement System (NYSTRS). Since 2017, we have represented NYSTRS in connection with its investments in commingled private equity funds. Our work includes reviewing the fund documents, drafting memoranda with our analysis and recommendations, advising the legal and investment staff with respect to the terms and conditions of the investment, negotiating fund terms with counsel to address specific revisions to the fund documents, preparation of side letters tailored to meet the needs of NYSTRS, assisting with subscription questionnaires and the Know Your Customer/ Anti – Money Laundering (KYC/AML) process, reviewing legal opinions and assisting with closings. We have also advised NYSTRS on various regulatory matters, including the federal insider trading rules and their application to material non-public information acquired by its managers.

o Orange County Employees’ Retirement System (OCERS). We were retained in 2018 to provide investment counsel services to OCERS. Since the commencement of this engagement, we have been assisting OCERS on a regularly with alternative investment transactions in the area of private equity funds, venture funds, real estate funds, hedge funds, and public markets transactions.

Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, completing investor questionnaires and negotiating side letters for the benefit of OCERS.

o Sacramento County Employees’ Retirement System (SCERS). Since 1995, we have served as sole outside real estate investment counsel for SCERS and, since 2004, as SCERS’ alternative investment counsel. With respect to alternative investments, our work includes assisting SCERS with investments in private equity funds, venture funds, hedge funds, commingled real estate funds, SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page infrastructure funds and energy funds. Our legal services consist of reviewing the fund documents, preparing memoranda with our legal analysis and recommendations, advising in-house counsel with respect to the terms and conditions of investments, negotiating side letters, completing subscription questionnaires and assisting with the KYC/AML process. On the separate account real estate side, we have guided SCERS in more than $800 million of real estate acquisitions, more than $400 million of real estate dispositions and management and leasing of millions of square feet of office, industrial, multifamily, mixed-use and retail properties throughout the U.S.