RCLCO_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

Page of

August 23, 2021

Jomar Ereso, Managing Director RCLCO Fund Advisors LLC 11601 Wilshire Blvd Suite 1650 Los Angeles, CA 90025

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)

Attachment C has been revised to include RCLCO Fund Advisors’ Pricing by Task/Project, which was not originally requested and, hence, not included in the original response. There were no changes to the hourly rates in Section 1.

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

RCLCO Fund Advisors

Company Name Signature of Person Authorized to Sign

August 26, 2021 Taylor Mammen

Date Printed Name

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

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

**IMPORTANT NOTES AND REMINDERS REGARDING SUBMISSION IN APP

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

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

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

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

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

BEST AND FINAL OFFER

ATTACHMENT A: Offer ad Acceptance ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Solicitation Code: BPM003473

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

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 ☒

RCLCO Fund Advisors

Company Name Signature of Person Authorized to Sign Offer

11601 Wilshire Boulevard, Suite 1650

Address Printed Name and Title

Los Angeles CA 90025

Taylor Mammen, CEO Jomar Ereso, Managing Director & CCO

City State Zip Contact Name and Title

46-2535002 tmammen@rclco.com jereso@rclco.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 required by this clause shall result in rejection of the Offer. Signing the Offer with a false statement shall void the Offer, any resulting contract and may be subject to legal remedies provided by law.

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

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

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

ACCEPTANCE OF OFFER BY ASRS: The Offer is hereby accepted. The Offeror is now bound (as

Contractor) to carry out the Work outlined in the Contract and based upon the Solicitation.

Contract No. _________________________________________________________________________

The effective date of the Contract is ____________________________________________________

Awarded this _______ day of __________ 20 ______________

ASRS Signature ASRS Name and Title

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

ATTACHMENT B: Exceptions ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Solicitation Code: BPM003473

Page

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

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

Please indicate as appropriate:

☒ TAKES NO EXCEPTIONS

☐ TAKES EXCEPTIONS TO THE FOLLOWING:

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

Section / Paragraph or

Exhibit Reference

Solicitation Language (Copy and Paste from Solicitation)

Proposed Changes / Alternate Language

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

Solicitation Code: BPM003473

Page

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

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

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

1. PRICING BY HOURLY RATE

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

All pricing must be inclusive of travel.

Example:

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

Service Max Hourly

Rate Year 1 Rate

Max Hourly Rate

3 Year Rate Guarantee

Max Hourly Rate

5 Year Rate Guarantee

Illiquid Credit & Public Markets Investment Project Consulting Services

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

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

Service Hourly Rate Year 1 Rate

Hourly Rate 3 Year Rate Guarantee

Hourly Rate 5 Year Rate Guarantee

Illiquid Credit & Public Markets Investment Project

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

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

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

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

Private Equity Investment Consulting Services

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

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Solicitation Code: BPM003473

Page

Additional Comments:

Fees relating to the oversight of ASRS’ SMAs are billed directly to the SMAs thereby ASRS’ managers also effectively share in the cost of Real Estate Investment Consulting Services based on the provisions in each

SMA operating agreement.

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

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

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

Real Estate Investment Consulting Services

Rate 1 (title or classification): Chairman $900 $950 $1,000

Rate 2 ( title or classification ): CEO $800 $850 $900

Rate 2 ( title or classification ): Sr. Managing Director $700 $740 $780

Rate 3 ( title or classification ): Managing Director 2 $650 $690 $730

Rate 4 ( title or classification ): Managing Director 1 $550 $580 $620

Rate 5 ( title or classification ): Principal 3 $450 $470 $500

Rate 6 ( title or classification ): Principal 2 $400 $420 $450

Rate 7 ( title or classification ): Principal 1 $350 $370 $390

Rate 8 ( title or classification ): Vice President 3 $325 $340 $360

Rate 9 ( title or classification ): Vice President 2 $300 $320 $340

Rate 10 ( title or classification ): Vice President 1 $275 $290 $310

Rate 11 ( title or classification ): Senior Associate 3 $230 $240 $260

Rate 12 ( title or classification ): Senior Associate 2 $210 $220 $240

Rate 13 ( title or classification ): Senior Associate 1 $190 $200 $220

Rate 14 ( title or classification ): Associate 3 $170 $180 $190

Rate 15 ( title or classification ): Associate 2 $160 $170 $180

Rate 16 ( title or classification ): Associate 1 $150 $160 $170

Rate 17 ( title or classification ): Analyst 2 $140 $150 $160

Rate 18 ( title or classification ): Analyst 1 $130 $140 $150

Rate 19 ( title or classification ): Intern 2 $110 $120 $130

Rate 20 ( title or classification ): Intern 1 $75 $80 $85

Rate 21 ( title or classification ): Accounting/Admin Staff $100 $110 $120

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

Fees related to oversight of Operating Company investments are generally billed directly to the companies either based on a fixed rate of $500,000 per year or on an hourly basis (not to exceed $500,000).

Hourly rates are all inclusive to cover travel and other costs incurred by RCLCO Fund Advisors for the scope of work being performed.

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.

The tables below provides the pricing by task/project on a not to exceed basis where the time for work being performed will be based on the hourly rates of the staff as detailed in Section 1.

Not to Exceed Budget Amounts

Real Estate Investment Consulting Services: Billed to

ASRS

Year 1 Rate

3 Year Rate

Guarantee

5 Year Rate

Guarantee

S tr at eg ic

A n al y si s Annual Implementation Plan (per year) $180,000 $190,000 $200,000

Additional Strategic or Tactical Analysis (if requested under a specific Task Order detailing scope of work)

$100,000 $105,000 $110,000

S o u rc in g a n d U n d er w ri ti g

General Sourcing $420,000 $440,000 $460,000

Commingled Fund Underwriting (per fund) $55,000 $57,750 $60,000

Co-Investments/Sidecars (per investment) $55,000 $57,750 $60,000

Separate Account/Joint Venture Manager Search

Preliminary Evaluations (per manager) $2,500 $2,750 $3,000

Separate Account/Joint Venture Manager

Underwriting & Term Sheet Negotiations (per finalist manager candidate)

$171,000 $181,000 $191,000

Operating Company Underwriting, Term Sheet and

Operating Agreement Negotiations (per investment) $1,200,000 $1,250,000 $1,300,000

Direct Investments Underwriting - Transferred from

SMA/JVs (per real estate asset) $60,000 $62,500 $65,000

Separate Account/Joint Venture Commitment

Increases $100,000 $105,000 $110,000

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

S M

A A ss et

M an ag em en t

C o n su lt in

General Consulting, Standards and Process

Refinement $1,100,000 $1,200,000 $1,300,000

Portfolio Monitoring, Analytics & Reporting

(includes Private Markets Report, ASRS RE

Monthly Reports, Performance Reporting, etc.)

$1,150,000 $1,210,000 $1,270,000

Separate Account/Joint Venture Level

Recapitalizations/Restructuring

Actual

Time

Billed

Actual

Time

Billed

Actual

Time

Billed

Property Operations Monitoring (if requested, per

SMA)

$30,000 $32,500 $35,000

Leverage Monitoring and Strategy (if requested, per

SMA)

$50,000 $52,500 $55,000

Operating Company Monitoring and Reporting $500,000 $500,000 $500,000

Capital Calls (per capital call) $500 $500 $500

D ir ec t

A ss et M an ag em en t C o n su lt in

Property Management Oversight (per property) $40,000 $42,500 $45,000

Leasing Oversight & Coordination (per property) $35,000 $37,500 $40,000

Finance Operations Performance Reporting, Valuation Management (per property) $165,000 $175,000 $185,000

CapEx Management (per project) $20,000 $21,500 $23,000

Construction Management (ground up or large project with cost exceeding 1/3 of book value, billed per project)

$80,000 $85,000 $90,000

Sales Transaction & Closing Management (per sale) $100,000 $105,000 $110,000

C o m m in g le d

F u n d s

M o n it o ri

Commingled Fund Monitoring & Reporting (per fund) $9,000 $9,500 $10,000

Commingled Fund Dispositions (per sale transaction/tranche) $25,000 $26,250 $27,500

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

Not to Exceed Budget Amounts

Real Estate Investment Consulting Services:

Billed to SMAs

Year 1 Rate

3 Year Rate

Guarantee

5 Year Rate

Guarantee

Organization $45,000 $47,250 $55,000

Investment Certification (non-contributed & without entitlement risk $45,000 $42,500 $45,000

Investment Certification (contributed & with entitlement risk $60,000 $62,500 $65,000

Investment Certification (non-contributed & with without entitlement risk $70,000 $73,500 $76,500

Investment Certification (contributed & without entitlement risk $75,000 $72,500 $75,000

SMA Manager Oversight, Venture and Asset

Monitoring, Compliance Certifications & Pipeline $137,500 $145,000 $152,250

SMA Manager Oversight, Venture and Asset

Monitoring, Compliance Certifications & Pipeline

(SMAs with entitlement risk and significant development investments)

$187,500 $195,000 $205,000

Pipeline $14,000 $14,750 $15,500

Valuation Analysis/Appraisal Review (per tranche/sub-portfolio) $50,000 $52,500 $55,000

Annual Asset Review & Re-Underwriting (per asset) $25,000 $26,500 $28,000

Property & Site Visits (per asset) $15,000 $15,750 $16,500

Disposition Analysis $25,000 $26,500 $28,000

The not to exceed budget amounts for tasks being billed to the SMAs will require the consent and agreement of

ASRS’ SMA Managers (i.e., joint venture partners) prior to implementation in accordance with the provisions of the various Operating Agreements governing the ventures.

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.

RFA would like to propose an alternate pricing structure based on Assets Under Advisement (or Assets Under

Management, whichever is applicable) as part of the ASRS contract. The fee payment would be allocated to SMAs

(Real Estate GAV per Financial Statements of the immediately preceding quarter) and ASRS (based on Total AUA of immediately preceding quarter) according to the following schedule:

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

Fee Rate Fee Basis Paying Party

0.08% SMA Real Estate Gross Asset Value (per Financial Statements from the most recent quarter) SMAs

0.04%

Total Assets Under Administration (SMA GAV + NAV for all other vehicles except OpCo, per Financial Statements from the most recent quarter)

ASRS

Assets Under Advisement values used in the calculation would be updated each quarter once all financial statements including ASRS’ statement of partner’s capital have been received and booked by the custodian bank and subject to

ASRS review for accuracy before being used to calculate the next quarterly fee. We would recommend one annual true-up completed in the second quarter following the calendar year-end of each year.

In addition, oversight of Operating Company investments would continue to be billed at either a flat fee of $500,000 per year or on an hourly basis (not to exceed $500,000), which will generally be billed directly to the operating company.

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.

The fees outlined above are all-inclusive; no other fees would be charged to ASRS.

5. PAYMENT DISCOUNT OPTIONS

For the services specified herein, the following discounts apply:

For the services specified herein, the following apply:

If payment is made within 30 calendar days after receipt of RCLCO Fund Advisors’ invoices, the billing amount due based on above quoted fees and the not to exceed budgets shall be discounted by 5% based on total amount billed on each invoice.

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.”

Confidential Supplemental Information – Financial Statement Confidential Supplemental Information – Breakdown of Revenues and Expenses Confidential Supplemental Information – SEC Examination Letter and RFA Response Confidential Supplemental Information – Business Continuity Plan Confidential Supplemental Information – RCLCO IT Security Policy Confidential Supplemental Information – RFA Approach to Due Diligence

Explanations:

Financial Statement and Breakdown of Revenues and Expenses: As privately held companies, neither RFA nor RCLCO are required to publicly disclose its financial position. Moreover, it would be detrimental to the firm if competitors were to gain access to our financial information as it would give them an insight on our revenue and expense breakdowns, margins, liquidity and other information about the firm’s health and operations.

SEC Examination Letter and RFA Response: Findings of SEC examinations and our responses are highly sensitive and confidential as competitors or members of the public could use the information to unjustifiably negatively impact the firm’s reputation and business.

Business Continuity Plan and RCLCO IT Security Policy: Both documents are Confidential and highly sensitive and public disclosure would be detrimental to the firm and its business given it includes details like location of the firm’s IT infrastructure (e.g., server locations, back up sites, mission critical system) and how the firm manages IT risk (e.g., intrusion and other security protocols). Access to this information by the public would allow malicious individuals to hack the systems and client and firm data

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 stored therein. Firm data includes Personally Identifiable Information and Sensitive Data and client data is both Confidential and Trade Secret.

RFA Approach to Due Diligence: The information is Trade Secret and Confidential because it details our approach to identifying the best investment partners for our clients, which should not be shared publicly as it would negatively impact RFA’s competitive edge by revealing our processes particularly the firm’s proprietarily developed key determinants of success.

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 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.

RCLCO Fund Advisors

Company Name Signature of Person Authorized to Sign

11601 Wilshire Boulevard, Suite 1650 Taylor Mammen

Address Printed Name

Los Angeles, CA 90025 CEO

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

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

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 see Supplemental Document – Executive Summary.

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, RFA has not had a contract that was terminated within the last five (5) years for cause due to breach or similar failure to comply with the terms of the Contract.

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, RFA has not had a record of performance that includes factual evidence of failure to satisfy the terms of agreements with any party to a contract.

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, RFA is legally qualified to contract with ASRS and financial, business, personnel, or other resources, including subcontractors.

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.

No, over the last five (5) years RFA nor any predecessor firm or entity has never been involved in any litigation/arbitration/administrative proceeding arising from the firm’s provision of investment consulting services.

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, a civil legal judgment of any kind has never been entered against a shareholder, partner, officer or key employee of RFA or any predecessor firm.

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 RFA shareholder, partner, officer or key employee has ever been terminated or forced to resign from employment for reasons related to professional competence, ethical and/or financial improprieties and/or unsatisfactory performance.

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 RFA shareholder, partner, officer or director has 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.

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, over the past five (5) years RFA has not been the subject of any governmental investigation.

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

RCLCO Fund Advisors, LLC (RFA), through its predecessor RCLCO Institutional Advisory Services, was formed in 2011.

RFA was incorporated in 2013 and registered with the SEC as a Registered Investment Advisor (RIA) in 2014.

RFA is an affiliate of Robert Charles Lesser and Co., LLC (RCLCO), and is owned by Gadi Kaufmann, Chairman, (99%) and RCLCO, Inc. (1%). RCLCO was founded in 1967 and has two service areas:

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

a. Real Estate Economics (urban, community, and resort real estate, and public strategies)

b. Management Consulting (strategic planning, management consulting, and litigation support for real estate enterprises)

RCLCO is a privately held company, wholly owned by current active employees. The current ownership of RCLCO, LLC consists of: Gadi Kaufmann, Chairman, 59%; Adam Ducker, CEO RCLCO, 11%; Taylor Mammen, CEO RFA, 9% and Todd LaRue, Managing Director, 9%, Charles Hewlett, Managing Director, 7%; and Gregg Logan, Managing Director, 5%.

RCLCO has offices located in Bethesda, Maryland; Los Angeles, California; Austin, Texas; and Orlando, Florida. The ASRS account would predominantly be serviced by professionals from the Los Angeles, CA and Bethesda, MD offices, which is where the majority of the RFA team members are based.

Los Angeles 11601 Wilshire Blvd.

Suite 1650 Los Angeles, CA 90025 Tel: (310) 914-1800 RFA Staff: 26

Bethesda 7200 Wisconsin Ave.

Suite 1110 Bethesda, MD 20814 Tel: (240) 644-1300 RFA Staff: 5

Remote New York RFA Staff: 1

Remote Colorado RFA Staff: 3

Please see Supplemental Information – Organizational Chart.

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

https://www.rclco.com/rfa/

Please see Confidential Supplemental Information – Annual Finacial Statement.

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.

The firm just underwent a successful leadership transition; Gadi Kaufmann, previously CEO of both RFA and RCLCO, has transitioned to the role of Chairman of RFA and RCLCO, promoting Taylor Mammen to CEO of RFA, and Adam Ducker to CEO of RCLCO. The three have served and will continue to serve as RFA and RCLCO’s Executive Committee, making day-to-day decisions regarding shared operations of firms.

Since June 2019, RFA has added four members to our senior team.

Name Position Start Date

Cyndi Thomas Managing Director January 2020

Eddie Lin Principal March 2020

Allan Popper Director of Operations October 2020

Bill Maher Director of Strategy & Research November 2020

We do not anticipate any significant organizational changes in the near future.

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

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?

Please see Confidential Supplemental Information – Breakdown of Revenues and Expenses.

We do not expect to utilize subcontractors but we will, as needed, leverage the resources of our affiliate, RCLCO as it may have expertise or capacity that would be most beneficial to ASRS as well as other RFA clients but the work would be led by an RFA employee.

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.

Please see response to Question 3.4 above.

RFA, which is a pure investment consulting firm, does not have any engagements that include discretionary account management.

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

RFA is a pure real estate investment consulting firm with no brokerage, placement, fund of funds, investment management, banking, or other services or products that could conflict with our consulting business. Transparency and communication are keys to mitigating conflicts of interest. RFA is committed to first identifying and then minimizing, if not outright eliminating, any existing or potential conflicts of interest with or among our clients.

Starting from new hire orientation, all employees are reminded on a regular basis to constantly evaluate if any potential conflicts of interest would arise based on the work we do for our clients; any concerns will need to be discussed with the Chief Compliance Officer and documented accordingly. Moreover, we also require each RFA employee to submit a quarterly attestation covering any outside business interests as well as conduct a formal and documented semi-annual conflict of interest assessment. We also require an annual documented reaffirmation of each employee’s obligations to adhere to established compliance policies and RFA’s Code of Ethics. We also conduct an annual assessment to review RFA’s compliance processes to ensure adequacy and address any issues or concerns noted. When required, we will implement “ethical walls” to ensure exclusion of any employee/s with a conflict of interest from any evaluation, due diligence, and the ultimate decision making process.

With regard to sourcing new investments, which could also give rise to a conflict of interest, RFA’s policy is to allocate investment opportunities or advisory recommendations on a fair and equitable basis, consistent with its fiduciary obligations and in accordance with the applicable client agreements. While RFA’s clients may vary in size, investment objectives, preferred asset classes and liquidity requirements, certain investment opportunities may be appropriate for more than one client. The allocation of an investment opportunity is not based on the amount of compensation or profits that are likely to be realized by RFA or each of its clients.

The primary allocation principles for each client are derived from the client agreements. The guidelines and investment parameters for each client are set forth in the client agreements and typically include investment objectives, geography, types of investments, diversification and concentration parameters, and available commitments and liquidity.

For situations in which an investment opportunity fits within the guidelines and investment parameters (and is not precluded due to other factors, such as remaining capacity in such client) of more than one client, the following procedures will be followed:

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

• Potential allocation issues will be identified early in the investment process so that the adviser can effectively manage any potential conflicts;

• RFA’s Allocation Committee will determine whether the investment is suitable for more than one client by reviewing the client agreements and the current status of each client. The Allocation Committee is comprised of Gadi Kaufmann, Chairman, Taylor Mammen, CEO, and Jomar Ereso, Managing Director and CCO;

• RFA’s Investment Committee will (a) approve or disapprove a recommendation for an investment by a client and

(b) allocate the opportunity among the clients that have been approved for such investment in accordance with the Allocation Committee’s decision.

• All decisions of the Allocation Committee will based on a reasonable and good faith determination by considering such factors as deemed appropriate, including, among other things, size of the investment opportunity, duration of the opportunity, and the need for reserves for each applicable client. The Allocation Committee’s decision may also be based on client pre-approved rotation policies, which were put in place to manage situations where an investment opportunity is suitable to multiple clients;

• Determinations made by RFA’s Investment Committee with respect to approving or disapproving an investment and the…