Reinhart_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)

Reinhart Boerner Van Deuren s.c.

Company Name Signature of Person Authorized to Sign

8-3-22 Jussi P. Snellman, Shareholder Date Printed Name

X

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.

Reinhart Boerner Van Deuren s.c.

Company Name Signature of Person Authorized to Sign Offer

22 E. Mifflin St., Suite 700

Jussi P. Snellman, Shareholder

Address Printed Name and Title

Madison WI 53703

Jussi P. Snellman, Shareholder

City State Zip Contact Name and Title

39-1126909

(608) 229-2243; jsnellman@reinhartlaw.com

Federal tax identifier (EIN or SSN) Contact Phone and Email Address mailto:jsnellman@reinhartlaw.com

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.

N/A

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N/A

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See Tab 2 (Additional Terms/Separate Agreement) of the Supplemental Information document our previous submission.

Explanation Reinhart has asked for the additional contract terms that are contained in Tab 2 (Additional Terms/Separate Agreement) of the Supplemental Information document our previous submission. We believe that including these terms is in the mutual interest of AZSRS and Reinhart. These are not mandatory, but would be desirable in order to address issues that sometimes come up in legal representations. These terms do not conflict with AZSRS terms, but instead address other topics.

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7.7

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7.7. Acceptability of Insurers. Contractor’s

insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The ASRS in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

Enter redline.

7.7. Acceptability of Insurers. Contractor’s insurance shall

be placed with ALAS or with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The ASRS in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

Explanation Reinhart maintains Professional Liability Coverage with an annual limit of $40 million per claim and $80 million in the aggregate, with Attorney's Liability Assurance Society (ALAS). More information about ALAS is on the "key attributes" pdf, that is uploaded concurrently with this

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page document. The attributes of ALAS may differ from what is specified in Section 7.7 of the standard terms, because ALAS is a cooperative insurance organization rather than an entity that is regulated as an insurance company. Based on the ALAS web site's list of member firms, it appears that four of the six law firms listed in the AZSRS CAFR obtain their malpractice coverage from ALAS. On May 25, 2022, Fitch reaffirmed ALAS's financial strength rating of “A” (Strong) with a Stable Outlook.

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1 – Identity of Client

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Reinhart shall represent and counsel Arizona State Retirement Systems in the matters described below. Reinhart does not represent ASRS’s affiliates or other Arizona state agencies unless ASRS requests that Reinhart undertake such representation and Reinhart has an opportunity to conduct a conflict of interest investigation and confirm the representation. ASRS should not provide Reinhart with confidential information related to affiliates without first providing to Reinhart the names of such affiliates, and waiting for Reinhart to advise whether there is a conflict, in case Reinhart represents other clients whose interests are adverse to such affiliates.

Enter redline.

It is in our mutual interest to avoid conflicts of interest that could arise due to misunderstandings about the entity that we represent.

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2(a) – Scope Limited to Legal Services; Reinhart Does Not Provide Business or Investment Services

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Reinhart does not provide investment advice or non-legal due diligence services to ASRS.

Non-legal matters such as investment merits, business risks, valuations, analysis of performance, amount of fees, costs, cap on total commitments by fund, structure and other financial or business-related issues should be evaluated separately by ASRS (with assistance from ASRS’s financial staff and consultants).

Any opinion or advice that Reinhart provides in connection with investment documents is solely for the purpose of assisting ASRS in evaluating legal terms of the proposed investment, and does not constitute a recommendation of the investment or an assurance of likely results.

It is in our mutual interest to have a clear understanding of our scope of work. In summary, Reinhart provides legal services, but not business evaluation (which is provided by AZASRS staff and/or outside consultants).

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2(b) – Legal Obligations Subsequent to Conclusion of Matter

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Reinhart does not have a continuing and ongoing obligation to advise ASRS with respect to developments (whether legal, business, or other) that arise (a) with respect to any contract or investment transaction, subsequent to ASRS finalizing (or abandoning) such contract or investment, or (b) subsequent to the date on which Reinhart concludes its initial legal advice on a matter, unless ASRS affirmatively requests additional services. By way of example, if subsequent to ASRS making an investment, the investment manager circulates requested amendments to the legal documents or circulates a “most favored nations distribution”, Reinhart

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It is in our mutual interest to have a clear understanding of our scope of work. To that end, we clarify that when we are engaged for an investment transaction, we will provide representation through the closing … and post-closing services are provided upon request. (Thus, we would not automatically begin work on post-closing matters, without clear directives from the client.)

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page does not have an affirmative obligation to contact ASRS to inquire whether ASRS desires to obtain legal services relating to such matters (although in some such situations Reinhart may, at its discretion and without establishing precedent, contact ASRS to inquire whether such legal services are desired).

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3 – Litigation Expenses

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If, as a result of the engagement, Reinhart is required to produce documents or appear as a witness in connection with any litigation, arbitration, mediation, investigation or regulatory proceeding involving ASRS, ASRS also agrees to pay the costs and expenses (including attorney and staff time at the agreed hourly rates) reasonably incurred by Reinhart in connection with such a requirement. This provision survives the termination of Reinhart's representation of

ASRS.

This is a standard provision from Reinhart’s engagement letter with all clients, and clarifies that litigation and other matters arising from our representation of AZSRS are covered items. (This does not in any way reduce our liability in the event of negligence or malpractice.)

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4 – Use of Outside Billing Vendors

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[Note: This provision would only be requested if ASRS does not use outside billing vendors.]

If ASRS or ASRS’s insurance company or other representative or affiliate asks Reinhart to use an outside billing vendor, it should be noted that the vendor's terms may include, among other important provisions:

a) A privacy policy that may affect or reduce ASRS’s privacy rights; include substantial limits on the vendor's obligations with respect to data breaches and protection of ASRS’s confidential information; imposition on ASRS of security obligations; and ASRS’s consent to transfers and use of data and personal information;

b) Substantial disclaimers and limitations on the vendor's liability and imposition on ASRS of liability for various risks;

c) Inclusion of laws of other jurisdictions and inclusion of dispute resolution procedures (potentially including waiver of ASRS’s right to a jury trial).

ASRS acknowledges and agrees that before Reinhart is directed to use an outside billing vendor, ASRS will have reviewed, and agreed to the outside billing vendor's terms, that Reinhart will use the vendor's services pursuant to such terms, and that Reinhart may transmit information regarding ASRS and the services provided hereunder to and from such vendor in connection with this representation.

This provision, if needed, would address potential conflicts of interest and disclosure of client information to a client’s outside billing vendor.

This provision can be omitted if AZSRS does not use third party billing vendors.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

5 – Termination

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ASRS may, at any time, instruct Reinhart in writing to cease activities, whereupon Reinhart will promptly take the steps necessary to conclude Reinhart's representation. Those steps would include preparing the materials appropriate for transferring the matter to another counsel, if requested. Similarly, Reinhart reserves the right to terminate Reinhart's representation at any time upon reasonable notice to ASRS. ASRS agrees to execute any documents necessary to permit Reinhart to withdraw from representing ASRS, and to pay all fees, costs and disbursements incurred through the date of termination.

We believe that a mutual termination provision is in both parties’ interest.

Enter Solicitation Section.

6 – Disposition of Documents and Files

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[Note to ASRS: We believe this is consistent with ASRS requirements, in Section 3 of the Uniform Terms (and, moreover, the below provision documents that we retain records meaningfully longer than the minimum term required by the Uniform Terms)] In the ordinary course, Reinhart closes most client matters within two years after completing work on the matter. After closing the matter, Reinhart typically retains files in that matter for a retention period of 10 years (and in any event will satisfy the requirement in Section 3 of ASRS Uniform Terms, to retain records at least five years subsequent to termination of the Contract). If during that retention period ASRS wishes to obtain documents from the files, ASRS should contact Reinhart, and Reinhart will collect, process and provide the files in a reasonable period of time. In the ordinary course, Reinhart maintains files only in electronic format, and if ASRS requests files, Reinhart will provide them to ASRS in that format. The delivery, disposition or destruction of files does not relieve ASRS of its obligation to pay outstanding fees, costs and disbursements related to the matter, including any costs associated with delivery of the files. Please keep Reinhart informed of any changes in ASRS contact information. At any time after the retention period expires, Reinhart reserves the right to destroy or otherwise dispose of any files and records relating to the matter in a manner that preserves the confidentiality of ASRS’s information, without further notice to ASRS, and it is Reinhart’s intention to do so. Notwithstanding the foregoing, Reinhart reserves the right to retain a copy of records for Reinhart’s file in accordance with Reinhart’s records retention and destruction policy, and ASRS agrees to provide to Reinhart copies of records that have been transferred to

ASRS.

This provision documents our actual document retention practice (which exceeds the minimums set forth in the Uniform Terms). This provision also specifies that we maintain most documents electronically only.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page

8 – Electronic Communication

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[Note to ASRS: This can be omitted, although we would like to keep it, to document our mutual desire to minimize electronic communication risk] It is likely that during the course of this engagement both ASRS and Reinhart will use electronic devices and Internet services (which may include unencrypted wired or wireless e-mail, cellular telephones, voice over Internet, electronic data/document web sites, and other state of the art technology) to communicate and to send or make available documents. Although the use of this technology involves some degree of risk that third parties may "hack into" or otherwise access confidential communications, ASRS and Reinhart both agree that the benefits of using this technology outweigh the risk of accidental disclosure. Nevertheless, just as Reinhart have policies and systems in place designed to make Reinhart’s electronic communications with ASRS reasonably secure, it is equally important that ASRS also communicate with Reinhart in a manner that reasonably protects the confidentiality of information, in order to preserve any attorney-client privilege that may apply to communications between ASRS and Reinhart. Reinhart encourages ASRS to consult with Reinhart prior to forwarding communications to persons outside of the ASRS, because forwarding communications may result in the waiver of attorney/client privilege under applicable law. Particularly in light of publicized security breaches, Reinhart implores its clients to use care in communicating via computers or electronic devices, networks or Internet addresses that are owned or controlled or may be accessed by others. When communicating with Reinhart, ASRS should use, at a minimum, generally accepted privacy and security principles and standards (referred to more generally as IT controls) to safeguard the confidentiality, integrity and availability of the information. Any device ASRS uses should be password protected and not accessible for use by any third party. ASRS grants Reinhart permission to contact ASRS by e–mail and any other reasonable means, and ASRS acknowledges that Reinhart collects, processes and stores information relating to ASRS and the representation in accordance with Reinhart’s privacy policy. In addition, in some cases Reinhart uses third party service providers in connection with general business operations and/or to assist with matters relating to the representation. For example, Reinhart uses third party cloud–based services and other hosts to process, transmit, store and access information regarding the representation of its clients. Accordingly, We believe that it is helpful to specify best practices for document retention and electronic communications.

If AZSRS so requests, this provision could be omitted.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page information regarding ASRS and matters on which ASRS engages Reinhart will be transmitted to and from a third party cloud–based service provider in connection with this representation. Reinhart also may use third party litigation discovery management services, software and technology service providers and other third party service providers. Reinhart may use such service providers in connection with the representation and may disclose information regarding ASRS to such providers as may be necessary in connection with the representation.

Enter Solicitation Section.

9 – Other Representations by Reinhart

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[This provision is not a conflict waiver, as there is no conflict to waive. Rather, it is an informational disclosure. It can be provided by separate letter from Reinhart to ASRS at the time of contracting, rather than by contract provision, if desired.] Reinhart may on occasion be asked by more than one prospective limited partner in a private equity fund, real estate fund or hedge fund to review the legal documents for that fund. Sometimes, these reviews are concurrent, whereas at other times one review has concluded before the other has begun.

In such situations, the interests of ASRS and the other limited partners usually are very similar (if not identical), and Reinhart believes that representation of ASRS and other limited partners will not give rise to conflicts of interest or otherwise adversely affect Reinhart’s relationship with ASRS or any of the other prospective limited partners. ASRS consents to Reinhart representing other prospective limited partners in connection with investments in the same fund for which ASRS has retained Reinhart.

This provision discloses that more than one of our clients frequently invest with investment managers.

This rarely (if ever) poses a conflict. As mentioned in the language, this disclosure can be made by letter, and not included in the contract, if AZSRS so prefers

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10 – Wisconsin Service Corporation Status

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[This can be documented by an informational letter from Reinhart to ASRS at the time of contracting, rather than by contract provision, if desired.] Reinhart is required by the Wisconsin Supreme Court rules relating to the practice of law through a service corporation to clarify for all new clients the law relating to Reinhart’s professional malpractice liability. If malpractice occurs in Reinhart’s representation, Reinhart’s clients are protected by Reinhart’s malpractice insurance policy as well as the assets of Reinhart. In addition, the attorney employed by Reinhart who represents ASRS may be personally liable to ASRS for any negligence in his or her representation as well as that of any attorney or staff member whom he or she supervises. However, because Reinhart is a

The Wisconsin Bar requires that this disclosure be provided to clients. We like to document it via engagement letter / contract, as that way it easy for us to confirm compliance in the event of a future audit. It can, however, be disclosed via a separate disclosure letter from Reinhart to the client.

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

ASRS Investment Legal Consulting Services

Solicitation Code: BPM004386

Page limited liability entity, ASRS may not look to the personal assets of other attorneys of Reinhart who were not involved in representing ASRS.

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11 – Preservation of Reinhart’s Internal Privilege

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[While we believe that this provision is mutually beneficial, it can be omitted if ASRS has strong objections.] From time to time, issues or questions may arise as to Reinhart’s duties under the professional conduct rules that apply to lawyers. These might include, by way of example only, conflict of interest issues and/or issues raised because of a dispute between Reinhart and a client over the handling of a matter.

When such issues arise, Reinhart would typically obtain legal advice from Reinhart’s firm counsel (either Reinhart’s internal counsel or, at Reinhart’s option and at Reinhart’s expense, outside counsel).

Historically, such consultations have been viewed as attorney-client privileged communications between a law firm’s personnel and the firm counsel. In recent years, however, courts in some jurisdictions have determined that such conversations could involve a conflict of interest between the law firm and its client, denying privilege to the law firm’s consultation with its counsel unless the law firm either withdraws from the representation or obtains the client’s consent to consult with its firm counsel.

Reinhart believes that it is in ASRS’s interest, as well as Reinhart’s interest, that Reinhart receive expert legal analysis of Reinhart’s obligations in the event legal ethics or related issues arise during a representation. Accordingly, ASRS agrees that Reinhart may consult with Reinhart’s firm counsel without waiving the privileged nature of such communication, notwithstanding the ongoing representation of ASRS by Reinhart.

We believe that it is in our mutual interest to document that our attorneys may consult in-house counsel at Reinhart on a confidential basis (as would be the case if we consult external counsel). This provision was implemented into our engagement letters to avoid any doubt on this matter (although the level of doubt is not significant). It can be omitted if AZSRS has strong objections.

ATTACHMENT C: Pricing Schedule ARIZONA STATE

RETIREMENT SYSTEM

3300 N Central Ave

14th Floor Phoenix, AZ 85012

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

Page

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

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

Offeror must complete the Items tab in APP by entering $1 in the Unit Price field. Failure to do this may prevent the Offer from being awarded by the ASRS through APP.

1. Hourly Fees*

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

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

Investment Legal Consulting Fees:

RATE/POSITION/TITLE

MAX HOURLY

RATE

YEAR 1

GUARANTEE

MAX HOURLY

RATE

3 YR

GUARANTEE

MAX HOURLY

RATE

5 YR

GUARANTEE

Senior Shareholder (12th year or higher) $620 $685 $760

Shareholder and Of-Counsel $515 $560 $620

Senior Associate (6th year or higher) $450 $475 $505

Other Associates $370 $395 $415

Paralegals $230 $255 $280

Additionally, we propose to give an across-the-board 3.5% rebate for hourly fees for any contract year in which hourly fee-based billings exceed $250,000.

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

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.

Reinhart is willing to provide fixed-fee representation on fund investments at the following rates:

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

• $29,500 per transaction for the first contract year, with a 5.25% per annum adjustment

• Co-investment funds that are invested in alongside the main fund would be charged at half of the main fund rate. (And, co-investments that are made on a stand-alone basis would be billed at the same rate as fund investments, per the previous bullet point.)

• Fund-of-One transactions and non-standard funds could be quoted a different fixed rate, depending on the anticipated scope of work, but in any event not to exceed twice the per-transaction rate above.

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.

None.

4. Payment Discount Options Provide any applicable discount percentages:

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

Additionally, we propose to give an across-the-board 3.5% rebate for hourly fees for any contract year in which hourly fee-based billings exceed $250,000.

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

47423134v3

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.”

The Threshold Items Checklist, attached in our Confidential Information document uploaded to APP, is confidential. It is a trade secret which could provide competitors with a significant advantage (to our detriment), and should be treated as proprietary and confidential. This item has been created (complied) using significant internal resources over numerous years. It is not generally known to the public or to our competitors, and is not readily ascertainable. Publication of it would inflict significant harm to our ability to compete against other law firms, with respect to the specialized services that we deliver to clients that wish to invest in alternative investments, because it would provide competing law firms with a valuable resource that they do not already have. RIIS works hard to maintain the secrecy of this item.

In addition, the compilation of our references (ASRS Attachment E) and our compiled client list could also provide competitors with a significant advantage (to our detriment) and should be treated as proprietary and confidential. These are also attached in our Confidential Information document uploaded to APP. Reinhart guards the secrecy of these two 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

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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.

Reinhart Boerner Van Deuren s.c.

Company Name Signature of Person Authorized to Sign

22 E. Mifflin St., Suite 700 Jussi P. Snellman

Address Printed Name

Madison WI 53703 Shareholder

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

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14th Floor Phoenix, AZ 85012

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

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

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

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

Minimum Requirements

1. Does your company meet each minimum qualification and requirement listed in the Instructions to Offerors, Section 5.3 (Eligibility for Evaluation and Discussions)? If no, please indicate which one of requirements you do not meet and an explanation as to why.

Yes.

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

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

No.

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, 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.

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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Reinhart Institutional Investor Services (RIIS) was established as a subgroup within the Reinhart Boerner Van Deuren Employee Benefits Practice in 2005 by Keith Johnson and Jussi Snellman, and has been providing investment-related legal services to clients since that time. Keith (now retired) was chief counsel at the $165 billion State of Wisconsin Investment Board (SWIB), and Jussi had just relocated to Madison from Denver, where he had worked for Arnold & Porter and Kirkland & Ellis advising clients primarily on private equity-related matters. We have grown to a team of nine pension investment lawyers and eight other lawyers who regularly advise on tax, securities and dispute resolution. Our clients make up 30% of the 50 largest North American and European public pension plans.

Collectively, we provide investment, fiduciary, corporate governance, plan governance, litigation and tax legal services to public pension plans and other institutional investors. RIIS is housed within Reinhart's 30+ attorney employee benefits/pension practice group, established in 1963, serving clients in more than 40 states.

Our attorneys advise more than 40 pension clients (and other institutional investors) globally with regard to private equity, private credit, venture capital, real estate, infrastructure, trust level portfolio and opportunistic strategies asset classes. Each of the investment attorneys identified (other than the most recent hires) has worked on more than 100 transactions, giving our attorneys tremendous expertise to bring to any new client representation. In 2021, we opened 240 new matters, for fund investments on behalf of pension plan clients. A summary if below:

Year

PE,

venture Funds*

Hedge Funds

REITS

and Infra

Single Investor

Custody, Sec Lend

Workouts Total**

2021 142 41 29 27 3 1 240 2020 137 41 26 24 3 1 229 2019 123 37 23 22 2 1 206 2018 107 43 25 14 3 1 190 2017 74 30 17 9 2 1 131

* The Private Equity funds that we advise on are approximately 55% large buyout (United States and Europe), 10% venture funds, 25% focused strategies (e.g., secondaries, energy, aircraft leasing, opportunistic) and 10% mezzanine/lending/credit.

** We do not include Custody and Securities Lending in the total, as they are not transactional.

Highlights of our competitive advantages are:

A. Public Pension “Inside” Experience. One of the founders of RIIS, Keith Johnson (now retired), worked 22 years for SWIB, including as chief legal counsel; his legacy provides RIIS with a solid understanding of the values and needs of public pension plans (and their in-house attorneys). Thus, we understand that our clients are busy and so we strive to make every part of the process as efficient as possible for our clients (including by preparing a proposed comment memorandum, by keeping track of the client's key side letter terms, and by pre-filling subscription documents). We also understand the need to carefully document the legal analysis and negotiations so that the clients have a clear record in the file that their fiduciary duties have been fulfilled.

Finally, we are mindful of legal costs – all while striving to obtain the most investor-favorable outcome possible.

B. Client-Centric Representation. Our client-centricity manifests itself in the following ways: (1) We are very responsive, communicate promptly and turn around work quickly and efficiently; (2) While we convey our analysis regarding the legal terms of a particular investment (including, what is "market" or "attainable", and what is “off-market”), we seek out and respect our clients’ expertise and guidance as to which legal terms they wish to negotiate, and which ones to accept. We do not try to impose our views on our clients.

C. Senior-Level Expertise and Capacity. Each of the RIIS shareholders that would serve as a lead on transactions has worked on hundreds of investments. The experience of having shepherded so many investments to closing provides our attorneys the insight, efficiency and ability to more effectively advocate for investor protections. In negotiations, we have the expertise to request a backup/compromise (and a backup to that), and thus are not forced to take back a "no" if the initial request does not get traction.

In addition, some of our other attorneys (e.g., Jussi Snellman) began their careers with top national law firms that customarily represent investment managers, so we also know from firsthand experience how the “other side” thinks and operates.

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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D. Ability to Turn Around Investments Quickly. Our targeted turnaround time on the review of fund documents is typically 5-7 days, and the entire investment process typically takes 2-4 weeks depending on the fund's responsiveness and our client's schedule. If needed, we can prioritize for an even faster turnaround.

E. History of Success in Negotiating Terms.