Pension Reserves Investment Management Board. 84 State Street, Suite 250 Boston, Massachusetts Treasurer Steven Grossman, Chairman

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1 Pension Reserves Investment Management Board 84 State Street, Suite 250 Boston, Massachusetts Treasurer Steven Grossman, Chairman Michael G. Trotsky, CFA, Executive Director and Chief investment Officer April 14, 2014 Dear Potential Provider: The Massachusetts Pension Reserves Investment Management ( PRIM ) Board is requesting proposals from firms interested in providing General Real Estate investment consulting services, Timber investment consulting services or Project Real Estate consulting services. Firms may submit one proposal to provide one or multiple services detailed in the Request for Proposals (RFP). The Procurement Officer for this RFP is John F. La Cara. In order for a proposal to be considered it must be received, including all attachments, electronically by the Procurement Officer via at and must be received by 3:00 p.m. ET on May 15, 2014, the RFP Response Deadline. Further instructions for response submission are included in the RFP. Questions concerning the RFP must be submitted to and received by the Procurement Officer at by 3:00 p.m. ET on May 2, 2014, the RFP Question Deadline. We appreciate the time and effort required to respond to this RFP. Each firm submitting a proposal to the PRIM Board can be assured that the same time and effort will be expended in evaluating each proposal. We look forward to your response. Sincerely, Michael G. Trotsky, CFA Executive Director and Chief Investment Officer

2 PENSION RESERVES INVESTMENT MANAGEMENT BOARD 84 State Street, Suite 250, Boston, MA Steven Grossman, Chair Michael G. Trotsky, CFA, Executive Director and Chief Investment Officer REQUEST FOR PROPOSALS GENERAL REAL ESTATE INVESTMENT CONSULTING SERVICES, TIMBER INVESTMENT CONSULTING SERVICES OR PROJECT REAL ESTATE CONSULTING SERVICES April 14,

3 Table of Contents I. INTRODUCTION... 5 II. GENERAL INFORMATION... 5 ORGANIZATION OF PRIM BOARD AND PRIT FUND... 5 III. SCOPE OF SERVICES... 8 A. GENERAL REAL ESTATE INVESTMENTCONSULTING SERVICES B. TIMBER INVESTMENT CONSULTING SERVICES B. PROJECT REAL ESTATE CONSULTING SERVICES IV. RFP SPECIFICATIONS A. DEADLINE FOR PROPOSALS B. REQUIRED ENCLOSURES AND ATTACHMENTS C. PUBLIC RECORD D. WAIVER/CURE OF MINOR INFORMALITIES, ERRORS AND OMISSIONS E.. COMMUNICATIONS WITH PRIM F.. QUESTIONS REGARDING THIS RFP G.. INCURRING COSTS H. WITHDRAWAL/IRREVOCABILITY OF RESPONSES I. REJECTION OF RESPONSES, CENCELLATION V. SELECTION PROCESS AND SELECTION CRITERIA A. NON QUALIFYING PROPOSALS B. SELECTION OF FINALISTS C. SELECTION CRITERIA VI. TIMETABLE VII. MINIMUM QUALIFICATIONS A. MINIMUM QUALIFICATIONS: GENERAL REAL ESTATE CONSULTING SERVICES B. MINIMUM QUALIFICATIONS: PROJECT REAL ESTATE CONSULTING SERVICES VIII. SELECTION CRITERIA A. SELECTION CRITERIA, GENERAL REAL ESTATE CONSULTING SERVICES B. SELECTION CRITERIA, TIMBER CONSULTING SERVICES C. SELECTION CRITERIA, PROJECT REAL ESTATE CONSULTING SERVICES D. FEE PROPOSALS IX. QUESTIONS AND REQUESTS FOR INFORMATION A. GENERAL INFORMATION, ALL PROPOSERS B. GENERAL REAL ESTATE CONSULTING SERVICES C. TIMBER CONSULTING SERVICES D. PROJECT REAL ESTATE CONSULTING SERVICES X. FEE PROPOSAL

4 A. GENERAL REAL ESTATE B. TIMBER C. PROJECT REAL ESTATE XI. REPRESENTATIONS AND WARRANTIES XII. EXHIBITS A. PRIM'S STRATEGIC ASSET ALLOCATION AND REAL ESTATE AND TIMBER INVESTMENT MANAGERS B. REAL ESTATE AND TIMBER PORTFOLIO INFORMATION C. DISCLOSURE FORMS D. PRIM INVESTMENT POLICY E.. CONSULTING SERVICES AGREEMENT

5 PENSION RESERVES INVESTMENT MANAGEMENT BOARD REQUEST FOR PROPOSALS GENERAL REAL ESTATE INVESTMENT CONSULTING SERVICES, TIMBER INVESTMENT CONSULTING SERVICES OR PROJECT REAL ESTATE CONSULTING SERVICES I. INTRODUCTION The Massachusetts Pension Reserves Investment Management (PRIM) Board is soliciting proposals from firms interested in providing general real estate investment consulting services, timber investment consulting services or project real estate consulting services. II. GENERAL INFORMATION A. Organization of the PRIM Board and PRIT Fund 1. Legal Structure of PRIM. PRIM was created in 1983 by the Commonwealth of Massachusetts to manage and invest the assets of the Pension Reserves Investment Trust ( PRIT ) Fund. The PRIT Fund was created to invest the assets of the State Employees and State Teachers Retirement Systems. Many local retirement systems also invest their pension assets in the PRIT Fund

6 The mission of the PRIT Fund is to ensure that current and future pension benefit obligations are well invested in a cost effective manner. PRIM seeks to maximize the total return on investments within acceptable levels of risk. As of December 31, 2013, the PRIT Fund had net assets totaling approximately $57 billion. The current asset allocation targets are set forth in Exhibit A. PRIM is governed by a nine member board of trustees. The trustees include: (1) the Governor, ex officio, or his designee; (2) the State Treasurer, ex officio, or his designee, who shall serve as Chair of PRIM; (3) a private citizen, experienced in the field of financial management, appointed by the State Treasurer; (4) an employee or retiree, who is a member of the State Teachers Retirement System, elected by the members of such system, for a term of three years; (5) an employee or retiree, who is a member of the State Employees Retirement System, elected by the members of such system for a term of three years; (6) the elected member of the State Retirement Board; (7) one of the elected members of the Teachers Retirement Board chosen by the members of the Teachers Retirement Board; (8) a person who is not an employee or official of the Commonwealth appointed by the Governor; and (9) a representative of a public safety union appointed by the Governor. Appointed members serve for a term of four years. The nine member board of trustees has the authority to employ an Executive Director, outside investment managers, custodians, consultants and others as it deems necessary; to formulate policies and procedures; and to take such other actions as necessary and appropriate to manage the assets of the PRIT Fund. The PRIM Board has established four advisory committees: Investment, Administration and Audit, Real Estate and Timber, and Compensation. These committees are generally comprised of several Board members and also non Board members with investment and/or related business expertise. Committee recommendations are presented by the Chair to the PRIM Board for approval. The PRIM organizational chart, along with a listing of the members of the PRIM Board, Investment Committee, Real Estate and Timber Committee, Administration and Audit Committee, and Compensation Committee, can be found on the PRIM Board website at The PRIM Board employs an Executive Director who coordinates and executes investment and administrative functions in conformity with the policies and directives of the PRIM Board. The Executive Director has employed a professional PRIM Board Staff to assist in the daily operations of overseeing the PRIT Fund. 2. Legislative Mandate. PRIM is governed by the Massachusetts General Laws ( MGL ), including Chapter 32, Sections 22 and 23 ( web link: MGL, Chapter 32) and oversees the PRIT Fund under the terms of PRIM s Operating Trust Agreement dated July 15, 1988 and amended on September 22, 1998 (see The members of the Board, in conjunction with the Executive Director, who serves at the pleasure of the Board, determine significant policies and decisions concerning the administrative and investment operations of PRIM and the PRIT Fund

7 3. MGL Chapter 268A. The Massachusetts Conflict of Interest Law (MGL Chapter 268A, web link: MGL Chapter 268A) applies to PRIM. 4. Chapter 30A, Sections The Massachusetts Open Meeting Law (MGL Chapter 30A, Sections 18 25, web link: MGL Chapter 30A) applies to PRIM and requires, with some exceptions, that meetings of public bodies such as the PRIM Board be open to the public. 5. Tobacco, Sudan and Iran Divestiture. On October 7, 1997, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 199 of the Acts of 1997, which forbids the PRIT Fund from purchasing securities of any company which derives more than 15 percent of its revenues from the sale of tobacco products. The legislation also required that the PRIT Fund divest itself of all such securities within three years. PRIM provides investment managers with a quarterly listing of these restricted securities. On November 2, 2007, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 151 of the Acts of 2007, which forbids the PRIT Fund from purchasing the securities of companies determined to be doing business in the Sudan. The legislation required that the PRIT Fund divest itself of all such securities within 12 months. PRIM provides investment managers with a quarterly listing of these restricted securities. On August 4, 2010, the Massachusetts legislature enacted, and the Governor signed into law, Chapter 232 of the Acts of 2010, which forbids the PRIT Fund from purchasing the securities of companies determined to be doing business in Iran. The legislation required the PRIT Fund to divest itself of all such securities within 12 months. PRIM provides investment managers with a quarterly listing of these restricted securities. 6. PRIM s Advisors. Outside advisors are engaged for their particular expertise and retained to assist PRIM in areas such as general portfolio strategy and investments, real estate, and private markets. Callan Associates is PRIM's general consultant, NEPC, LLC is PRIM s asset allocation consultant, Cliffwater, LLC is PRIM s hedge fund consultant, Hamilton Lane is the private equity consultant, and The Townsend Group is the real estate and timber consultant. KPMG is the PRIT Fund s auditor and Deloitte provides general tax services. BNY Mellon is the PRIT Fund's custodian and is responsible for providing record keeping and analytic performance valuations for the Fund

8 III. SCOPE OF SERVICES The purpose of the RFP is to select a general real estate investment consultant, a timber investment consultant (a firm may be selected to provide both services) and multiple project real estate consultants. Firms may submit one proposal to provide one or multiple services. The PRIM Board may select consultants based on the Board s evaluation of the proposals in accordance with the Selection Criteria contained in Section V of this RFP. Additional information is available in the Sample Consulting Services Agreement ( CSA ) attached as Exhibit E of this RFP. A. General Real Estate Investment Consultant Under the direction of the PRIM Board, the Real Estate and Timber Committee and staff, the general real estate investment consultant will furnish PRIM with the services of qualified, professional staff to provide general real estate investment consulting services to PRIM. Specifically, the general real estate investment consultant s services will include, but not be limited to, the following: 1. Strategic Services. (a) Advice and technical support concerning the establishment, review and refinement of asset allocation goals for all or designated portions of the real estate portfolio (defined herein to include PRIM s real estate activities). (b) Development and implementation of complementary strategies including developing Requests for Proposals, evaluating proposals received, participating in manager search presentations, and recommending managers. (c) Annually, a comprehensive investment strategy update and analysis of the PRIM Real Estate portfolio. These reports shall include a review of all aspects of PRIM s investment goals and objectives for real estate and the alternatives available for real estate investment, and the results of the current strategy. This comprehensive analysis shall be presented as the Consultant s recommendations concerning the appropriate strategy to be adopted and implemented by the PRIM Board. (d) The Consultant will recommend performance benchmarks for PRIT s total real estate portfolio and for each investment strategy within the portfolio. 2. Portfolio Services

9 (a) Advice and technical support in evaluating acquisition/disposition efforts and accomplishments of discretionary separate account managers relative to PRIM s strategies and goals; reviewing managers tactical plans ( manager investment plans ) on an annual basis relative to PRIM s portfolio strategies and goals, and advising PRIM s staff about the appropriateness of investment guidelines including property type and regional asset allocation ranges; and communicating with staff and managers concerning the allocation goals and acquisition program results on an ongoing basis. (b) Performing ongoing, systematic review of the performance of the portfolio, managers and underlying investments and properties; identifying current or anticipated underperformance within the portfolio and recommending corrective action and assisting in implementation of recommendations. (c) The Consultant will review investment manager compliance with contractual investment objectives and guidelines and prepare appropriate reports. (d) Advice and direct assistance on new fund investments, terminations, redemption requests, proposed amendments or other changes in fund agreements or fund objectives, and on any situations in which the judgment or actions of investment managers may compromise PRIM s position as an investor or fiduciary. (e) Attendance at annual meetings of commingled funds on an as needed basis. Such attendance shall be limited to two such meetings per year if requested to attend a meeting by PRIM. 3. Reporting Services The Consultant will provide written reports on the status of PRIM s real estate portfolio and investment managers on a quarterly basis. Reports should include a summary of the current investment environment, the diversification of PRIM portfolio(s), relevant performance data compared to the applicable benchmark(s) as well as the consultant s in house manager performance database, and a short (1 2 pages) report on each investment manager including performance data, transaction or organizational updates, and compliance with contractual investment objects and guidelines. The report should be provided to PRIM within 60 days of the end of the quarter. 4. Other Services. (a) Distribution to PRIM staff of relevant materials produced by the Consultant, such as white papers, research and market reports, newsletters, and reviews of funds, etc. (b) Availability of the Primary Consultants for telephone communication regarding inquiries by the PRIM Board or designated staff

10 (c) Support to PRIM s search efforts to retain qualified real estate appraisers, assisting in developing RFP s, conducting appraiser searches, evaluation of firms, and recommendations. These types of searches are currently conducted once every three years. (d) Annual review of PRIM s real estate investment policies. A full and complete analysis of existing policies and procedures and new recommended policies will be completed each year. Recommendation of changes as needed. (e) Provide any separate account or commingled fund return studies as compiled by Consultant when and if available. (f) The Consultant will proactively seek to learn and inform PRIM of any actions or situations that might harm PRIM s real estate portfolio or compromise its position as a fiduciary with respect to such investments. (g) At least one of the proposed consultants shall attend meetings of the PRIM Board and Real Estate and Timber Committee (12 total meetings per year). B. Timber Investment Consultant Under the direction of the PRIM Board, the Real Estate and Timber Committee and staff, the timber investment consultant will furnish PRIM with the services of qualified, professional staff to provide timber investment consulting services to PRIM. Specifically, the timber investment consultant s services will include, but not be limited to, the following: 1. Strategic Services. (a) Advice and technical support concerning the establishment, review and refinement of asset allocation goals for all or designated portions of the timber portfolio (defined herein to include PRIM s timber investment activities). (b) Development and implementation of complementary strategies including developing Requests for Proposals, evaluating proposals received, participating in manager search presentations, and recommending managers. (c) Annually, a comprehensive investment strategy update and analysis of the PRIM Timber portfolio. These reports shall include a review of all aspects of PRIM s investment goals and objectives for timber and the alternatives available for timber investment, and the results of the current strategy. This comprehensive analysis shall be presented as the Consultant s recommendations concerning the appropriate strategy to be adopted and implemented by the PRIM Board

11 (d) The Consultant will recommend performance benchmarks for the timber portfolio and for each investment strategy within the portfolio. 2. Portfolio Services. (a) Advice and technical support in evaluating acquisition/disposition efforts and accomplishments of discretionary separate account managers relative to PRIM s strategies and goals; reviewing managers tactical plans ( manager investment plans ) on an annual basis relative to PRIM s portfolio strategies and goals, and advising PRIM s staff about the appropriateness of investment guidelines including property type and regional asset allocation ranges; and communicating with staff and managers concerning the allocation goals and acquisition program results on an ongoing basis. (b) Performing ongoing, systematic review of the performance of the portfolio, managers and underlying investments and properties; identifying current or anticipated underperformance within the portfolio and recommending corrective action and assisting in implementation of recommendations. (c) The Consultant will review investment manager compliance with contractual investment objectives and guidelines and prepare appropriate reports. (d) Advice and direct assistance on new fund investments, terminations, redemption requests, proposed amendments or other changes in fund agreements or fund objectives, and on any situations in which the judgment or actions of investment managers may compromise PRIM s position as an investor or fiduciary. 3. Reporting Services The Consultant will provide written reports on the status of PRIM s timber portfolio and investment managers on a quarterly basis. Reports should include a summary of the current investment environment, the diversification of PRIM portfolio(s), relevant performance data compared to the applicable benchmark(s) as well as the consultant s in house manager performance database, and a short (1 2 pages) report on each investment manager including performance data, transaction or organizational updates, and compliance with contractual investment objects and guidelines. The report should be provided to PRIM within 60 days of the end of the quarter. 4. Other Services. (a) Distribution to PRIM staff of relevant materials produced by the Consultant, such as white papers, research and market reports, newsletters, and reviews of funds, etc. (b) Availability of the Primary Consultants for telephone communication regarding inquiries by the PRIM Board or designated staff

12 (c) Support to PRIM s search efforts to retain qualified timber appraisers, assisting in developing RFP s, conducting appraiser searches, evaluation of firms, and recommendations. These types of searches are currently conducted once every three years. (d) Annual review of PRIM s timber investment policies. A full and complete analysis of existing policies and procedures and new recommended policies will be completed each year. Recommendation of changes as needed. (e) Provide any separate account or commingled fund return studies as compiled by Consultant when and if available. (f) The Consultant will proactively seek to learn and inform PRIM of any actions or situations that might harm PRIM s timber portfolio or compromise its position as a fiduciary with respect to such investments. (g) At least one of the proposed consultants shall attend meetings of the PRIM Board and Real Estate and Timber Committee (12 total meetings per year). C. Project Real Estate Consultant Under the direction of the PRIM Board, the Real Estate and Timber Committee and staff, the project real estate consultant will furnish PRIM with the services of qualified, professional staff to be generally available to PRIM and its representatives to provide specific project real estate consulting services to PRIM. Specifically, it is anticipated that the project real estate consultant s services will be in the areas of transaction related services, asset management, JV/operating partner due diligence and negotiations, problem investment workouts, economic and/or market research, and other specialized real estate consulting services. These services will be provided on an as needed basis as requested by PRIM. In addition, a project real estate consultant may be retained to be contractually responsible to oversee any new programs implemented by PRIM. IV. RFP SPECIFICATIONS A. Deadline for Proposals. Proposals, including all attachments, must be delivered electronically via to and received by 3:00 p.m. ET on the RFP Response Deadline (see TIME TABLE in Section VI). The subject header must be in the following format: PRIM Real Estate Consulting Services RFP Response Name of Responding Firm. All electronic ( ) documents submitted must be 10MB or smaller in size. If necessary, the respondent should separate the RFP submission into multiple s to ensure that the 10MB size requirement is met. The respondent is responsible for ensuring that a complete electronic ( ) RFP response is received prior to the Proposal Deadline

13 The questions and/or requests made in this RFP should be duplicated in their entirety in the respondent s proposal, with each question and/or request repeated before the answer or response. Copies of this RFP can be obtained electronically on the PRIM Board website at B. Required Enclosures and Attachments. 1. Cover Letter. The proposal must include a cover letter which shall be signed by at least one individual who is authorized to bind the Respondent contractually. This cover letter must include: (a) the respondent s name, address, telephone number and address; (b) the name of the primary contact for PRIM; (c) the title or position which the signer of the cover letter holds in the firm; and (d) a statement to the effect that the Proposal is an irrevocable offer. 2. Executive Summary. The proposal must include an executive summary not to exceed 3 pages. This summary, suitable for distribution to PRIM Board trustees, should discuss your firm, its history, capabilities, competitive advantages, personnel, and understanding of the PRIM Board s needs. 3. Responses to Minimum Qualifications. The respondent must describe in sufficient detail how the firm meets the minimum qualifications. 4. Responses to Questions. 5. Representations and Warranties. The Representations and Warranties contained in Section XI hereof, signed by an authorized officer of the firm, and must be included as an attachment to the cover letter referenced in (1) above. 6. Disclosure Statement. Attached to this RFP as Exhibit C are the PRIM Board and Public Employee Retirement Administration Commission (PERAC) Disclosure Statements which each firm submitting a proposal must complete and submit as an attachment to the cover letter referenced in (1) above. YOU MUST COMPLETE BOTH PRIM AND PERAC DISCLOSURE FORMS OR YOUR SUBMISSION MAY NOT BE CONSIDERED. 7. Fee Proposal

14 The fee proposal of the proposing firm must be submitted on the form contained in Section X hereof (the Fee Proposal). 8. Form ADV. If applicable, the firm must submit its full Form ADV (Parts I and II). C. Public Record. In accordance with Chapter 66, Section 10 and Chapter 4, Section 72(6)(h) of the General Laws of Massachusetts, all proposals may be deemed public records and may be subject to requests for public disclosure. D. Waiver/Cure of Minor Informalities, Errors and Omissions. The PRIM Board reserves the right to waive or permit cure of minor informalities, errors or omissions prior to the selection of finalists, and to conduct discussions with all qualified candidates in any manner necessary to serve the best interests of PRIT. E. Communications with PRIM. The Procurement Officer for this RFP is: John F. La Cara Investment Officer Pension Reserves Investment Management Board 84 State Street Boston, Massachusetts Telephone: (617) Facsimile: (617) As of April 14, 2014, firms that intend to submit a proposal shall not contact PRIM Board Staff, members of advisory committees of the PRIM Board, members of the PRIM Board, or employees of the Massachusetts Treasury, other than the Procurement Officer. An exception to this rule applies to firms which currently do business with the PRIM Board, but any contact made by such firms with persons other than the Procurement Officer must be limited to that business, and must not relate to this RFP. In addition, firms that intend to submit a proposal should not discuss this RFP with any employee of the existing custodian, investment managers, consultants, legal counsel or other advisors of PRIT. FAILURE TO OBSERVE THIS RULE IS GROUNDS FOR DISQUALIFICATION. F. Questions Regarding this RFP. Questions concerning the RFP must be submitted to and received by the Procurement Officer at

15 by 3:00 p.m. ET on May 2, 2014, the RFP Question Deadline. Questions received in accordance with this section will be answered and circulated via to all firms who have proposed a question or who request via , a copy of the questions and the responses. G. Incurring Costs. The PRIM Board will not liable for costs incurred by a respondent in responding to this RFP. H. Withdrawal/Irrevocability of Responses. Respondents may withdraw and resubmit proposals prior to the Proposal Deadline. No withdrawals or re submissions will be allowed after the Proposal Deadline. I. Rejection of Responses; Cancellation. The PRIM Board reserves the right in its sole discretion to reject any non qualifying response, as well as the right to reject all proposals submitted under this RFP, and to cancel and rescind the procurement at any time, for any reason or for no reason. V. SELECTION PROCESS AND SELECTION CRITERIA A. Non Qualifying Proposals. PRIM will evaluate each proposal to determine if it was submitted in accordance with the requirements set forth in this RFP, including whether the proposing firm meets the minimum qualifications. All non qualifying proposals not subject to the waiver/ cure of minor information will be rejected. B. Selection of Finalists. Proposals will be evaluated by a committee (the Evaluation Committee ). It is anticipated that the Evaluation Committee may include a member of the Real Estate and Timber Committee, as well as PRIM Staff. Proposers may be invited to a due diligence interview with the Evaluation Committee. Based on the Selection Criteria set forth in this RFP (including the Fee Proposals), the Evaluation Committee will select finalists. A member of the Evaluation Committee may or may not make a due diligence site visit to the finalists' offices. The Evaluation Committee shall then select finalists and make its recommendations to the PRIM Real Estate and Timber Committee and the PRIM Board. The finalists selected by the Evaluation Committee may be required to make an oral presentation to the Real Estate and Timber Committee, the PRIM Board, or both. The Real

16 Estate and Timber Committee may accept the recommendations of the Evaluation Committee or, based on the Selection Criteria set forth in this RFP may rank the firms differently from the Evaluation Committee and recommend another firm or firms to provide services to PRIM. The engagement will be awarded by the PRIM Board. C. Selection Criteria. Qualifications will be evaluated based on the following criteria: 1. Stability and general experience of the firm. 2. Quality and completeness of answers to questionnaire. 3. Experience and stability of the proposed team dedicated to PRIM. 4. Capabilities of the firm. 5. Client references. 6. Fee proposal. VI. TIME TABLE PRIM Reserves the right to modify the following time table: Issuance of RFP: April 14, 2014 Question Deadline: Response Deadline: May 2, 2014, 3:00 p.m. ET May 15, 2014, 3:00 p.m., ET Finalist Interviews (Tentative): Week of June 16, 2014 Real Estate and Timber Committee Interviews: July 23, 2014 PRIM Board Meeting: August 12, 2014 Projected Commencement Date: August 12, 2014 VII. MINIMUM QUALIFICATIONS Firms must meet the following minimum qualifications to be given further consideration in PRIM s search for consultant(s). Failure of a firm to meet the minimum qualifications applicable to the consulting services for which it is submitting a proposal will result in the proposal s immediate rejection. A. Minimum Qualifications: General Real Estate Consultant

17 1. The firm must provide real estate consulting services (defined herein to include real estate and REIT investments) to institutional clients; and the firm s total real estate assets under advisement are at least $500 million (committed and/or invested). 2. The firm must assign at least two senior consultants to PRIM. While one may be designated Primary Consultant for the account, the Second Consultant must be fully capable of handling all aspects of the account in the absence of the Primary Consultant. 3. As of January 31, 2014, the Primary Consultant must have at least three (3) years experience in direct consulting on real estate investments for institutional clients with total real estate assets under advisement of at least $500 million (committed and/or invested). B. Minimum Qualifications: Timber Consultant 1. The firm must provide timber consulting services to institutional clients; and the firm s total timber assets under advisement are at least $100 million (committed and/or invested). 2. The firm must assign at least two senior consultants to PRIM. While one may be designated Primary Consultant for the account, the Second Consultant must be fully capable of handling all aspects of the account in the absence of the Primary Consultant. 3. As of January 31, 2014, the Primary Consultant must have at least three (3) years experience in consulting on timber investments for institutional investors. C. Minimum Criteria: Project Real Estate Consultant 1. The firm must provide real estate consulting services to institutional clients. These services should include: (a) (b) (c) Transactional advice. Troubled asset workouts. Real estate financing or other specialized service. 2. As of January 31, 2014, the Primary Consultant must have at least three (3) years experience in consulting on real estate investments for institutional clients with expertise in real estate transactions, management or other specialized service. VIII. SELECTION CRITERIA The PRIM Board will apply the following criteria in the selection of a general real estate investment consultant, timber investment consultant and project real estate consultant. The Evaluation Committee will assign a rating of either "Highly Advantageous", "Advantageous",

18 "Acceptable", "Not Advantageous" or "Unacceptable" to all qualifying proposals in each of the categories listed below. Any proposal receiving a rating of "Unacceptable" in any applicable category will not be considered further. Using the assigned ratings as a guide, the Evaluation Committee will both select and rank finalists and recommend the retention of consultants to the PRIM Board. The responses to the questionnaire will be used for the selection criteria. A. Selection Criteria Applicable to General Real Estate Investment Consultants 1. Quality and Completeness of Answers to Questionnaire. 2. Stability and General Experience of the Firm. (a) Stability of the firm as measured by the length of tenure of principals and other senior professionals dedicated to the consulting function; the organizational structure of the firm; and the existence of, or potential for, significant developments in the firm. (b) Experience of the firm in providing real estate investment consulting services to institutional clients, as measured by the firm's history of providing such services; and the similarity of a firm's clients to the PRIM Board. (c) Adverse organizational issues, such as the existence of litigation or other investigations; and the existence of financial problems. (d) Potential for conflicts of interest, as measured by the provision of services or information to investment managers for any form of compensation; sponsoring any investment management funds as manager of record; or managing money or funds for clients. 3. Quality, Stability, Depth and Experience of Personnel. (a) Experience of the Primary Consultants and other consultants of the firm in providing real estate investment consulting services to institutional investors similar to PRIM; as measured by the length of time the Primary Consultants has served as a consultant to such investors; the prior experience of such individuals in establishing, overseeing and reporting on institutional real estate programs for institutional investors comparable to PRIM; the capacity of the Primary Consultant for providing services to PRIM. (b) Experience of other professionals in providing real estate investment consulting services to institutional investors similar to PRIM, as measured by the depth and experience of such staff; and the length of time such staff have provided such services to institutional investors. (c) Depth of personnel, as measured by the firm's consultant to account personnel ratios; and back up procedures for providing services to the PRIM Board in the absence of the Primary and Secondary Consultants. (d) Stability of the firm's professional base, as measured by personnel turnover since January 1,

19 4. Consulting Capabilities of the Firm. (a) The firm s experience in providing investment policy, guideline and general real estate (both institutional real estate and REIT investments) consulting services to institutional investors similar to PRIM, as measured by the firm s process and procedures for developing, reviewing and overseeing a real estate program. (b) The firm s experience and capabilities in manager searches and evaluations, as measured by the size and depth of the firm s manager search staff; the size, coverage and frequency of update of the manager databases; the number and types of searches completed by the firm in the last twelve months; and the staff, process and procedures used by the firm to evaluate, select and monitor investment managers on behalf of institutional investors. (c) The firm s performance measurement and analysis capabilities, including the quality, accuracy and timing of the reporting of performance data; the ability to provide customized reporting to PRIM; and the size, depth and breadth of the universe of investments monitored by the firm. (d) The research capability of the firm, as measured by the presence of a dedicated research function and the experience and tenure of the professionals dedicated to such function; the quality of published research relevant to institutional real estate investment programs and the process by which research is integrated into the consulting function; and the ability to provide educational programs for clients. (e) The firm s experience and qualifications in the selection of appraisers and overseeing the appraisal process. 5. Client Relations and References. (a) The similarity of the firm s client base to PRIM, as measured by the size and type of the firm s largest clients. (b) Stability of the firm s client base, as measured by the number of accounts gained or lost since January 1, (c) Quality of references from clients, as measured by responses relating to quality and responsiveness of investment management services; knowledge and accessibility of the consultant(s); and the quality of client services. 6. Fees. The total cost of performing real estate consulting services as measured by the Fee Proposal. B. Selection Criteria Applicable to Timberland Investment Consultants

20 1. Quality and Completeness of Answers to Questionnaire. 2. Stability and General Experience of the Firm. (a) Stability of the firm as measured by the length of tenure of principals and other senior professionals dedicated to the consulting function; the organizational structure of the firm; and the existence of, or potential for, significant developments in the firm. (b) Experience of the firm in providing timber investment consulting services to institutional clients, as measured by the firm's history of providing such services; and the similarity of a firm's clients to the PRIM Board. (c) Adverse organizational issues, such as the existence of litigation or other investigations; and the existence of financial problems. (d) Potential for conflicts of interest, as measured by the provision of services or information to investment managers for any form of compensation; sponsoring any investment management funds as manager of record; or managing money or funds for clients. 3. Quality, Stability, Depth and Experience of Personnel. (a) Experience of the Primary Consultants and other consultants of the firm in providing timber investment consulting services to institutional investors similar to PRIM; as measured by the length of time the Primary Consultants has served as a consultant to such investors; the prior experience of such individuals in establishing, overseeing and reporting on timber programs for institutional investors comparable to PRIM; the capacity of the Primary Consultant for providing services to PRIM. (b) Experience of other professionals in providing timber investment consulting services to institutional investors similar to PRIM, as measured by the depth and experience of such staff; and the length of time such staff have provided such services to institutional investors. (c) Depth of personnel, as measured by the firm's consultant to account personnel ratios; and back up procedures for providing services to the PRIM Board in the absence of the Primary and Secondary Consultants. (d) Stability of the firm's professional base, as measured by personnel turnover since January 1, Consulting Capabilities of the Firm. (a) The firm s experience in providing investment policy, guideline and timber investment consulting services to institutional investors similar to PRIM, as measured by the firm s process and procedures for developing, reviewing and overseeing a timber program

21 (b) The firm s experience and capabilities in manager searches and evaluations, as measured by the size and depth of the firm s manager search staff; the size, coverage and frequency of update of the manager databases; the number and types of searches completed by the firm; and the staff, process and procedures used by the firm to evaluate, select and monitor investment managers on behalf of institutional investors. (c) The firm s performance measurement and analysis capabilities, including the quality, accuracy and timing of the reporting of performance data; the ability to provide customized reporting to PRIM; and the size, depth and breadth of the universe of investments monitored by the firm. (d) The research capability of the firm, as measured by the presence of a dedicated research function and the experience and tenure of the professionals dedicated to such function. (e) The firm s experience and qualifications in the selection of appraisers and overseeing the appraisal process. 5. Client Relations and References. (a) The similarity of the firm s client base to PRIM, as measured by the size and type of the firm s largest clients. (b) Stability of the firm s client base, as measured by the number of accounts gained or lost since January 1, (c) Quality of references from clients, as measured by responses relating to quality and responsiveness of investment management services; knowledge and accessibility of the consultant(s); and the quality of client services. 7. Fees. The total cost of performing real estate consulting services as measured by the Fee Proposal. C. Selection Criteria Applicable to Project Real Estate Consultants 1. Quality and Completeness of Answers to Questionnaire. 2. Stability and General Experience of the Firm. (a) Stability of the firm as measured by the length of tenure of principals and other senior professionals dedicated to the consulting function; the organizational structure of the firm; and the existence of, or potential for, significant developments in the firm. (b) Adverse organizational issues, such as the existence of litigation or other investigations; and the existence of financial problems

22 (c) Potential for conflicts of interest, as measured by the provision of services or information to investment managers for any form of compensation from investment managers. 3. Quality, Stability, Depth and Experience of Personnel. Experience of the Primary and Secondary Consultants in providing real estate consulting services to institutional investors; as measured by the length of time the Primary and Secondary Consultants have served as a consultant to such investors; the capacity of the Primary and Secondary Consultants for providing services to PRIM. 4. Consulting Capabilities of the Firm. The firm s experience in providing real estate investment consulting services to institutional investors similar to PRIM, as measured by the firm s experience in providing services related to real estate transactions, management or other specialized real estate consulting services. 5. Client Relations and References. (a) Stability of the firm's client base, as measured by the number of accounts gained or lost since January 1, (b) Quality of references from clients, as measured by responses relating to quality and responsiveness of investment management services; knowledge and accessibility of the consultant(s); and the quality of client services. 6. Fees The total cost of performing real estate consulting services as measured by the Fee Proposal. D. Fee Proposals The Fee Proposals will be taken into account as a factor in the selection of finalists. The selection of a firm or firms to act as consultant(s) to PRIM will not necessarily be based on which firm(s) submits the lowest Fee Proposal, as the Fee Proposal is only one of the Selection Criteria

23 IX. QUESTIONS AND REQUESTS FOR INFORMATION FIRM NAME: ADDRESS: TELEPHONE #: FASCIMILE #: E MAIL ADDRESS: CLIENT CONTACT: SIGNED: NAME (print): TITLE: DATE:

24 A. General Information TO BE COMPLETED BY ALL PROPOSERS. 1. Stability and Experience of the Firm. (a) Please provide the following information with respect to the firm: a brief history of the firm, including its year of organization; the location of your headquarters and branch offices; the number of years the firm has provided real estate and/or timber investment consulting services to institutional clients and to public pension funds, and a description of the categories of services available to clients during this period. the ownership structure of the firm, including any parent, affiliated companies or joint ventures; any recent and significant developments (b) Is your firm registered as an investment advisor under the Investment Advisers Act of 1940? Please provide a copy of your most recent Form ADV. If not registered, what is your fiduciary classification? Please state whether your firm is or is not a fiduciary (as the term is defined by the Employee Retirement Income Security Act of 1974 ERISA ). (c) Please state whether or not your employees comply with the Code of Ethics and Standards of Professional Conduct of AIMR. (d) What are your primary business objectives and plans for growth over the next five years? Do you have a limitation on the number of clients you intend to accept? (e) What services, if any, does your firm or any affiliate(s) offer in addition to pension fund consulting services? What is the percentage of total revenue generated for your firm (or your firm s parent) by consulting services? (f) Has your firm or any officer or principal of your firm been involved in any litigation relating to consulting activities or investigations by regulatory organizations (other than routine examinations)? If so, please describe and provide the current status of these matters. (g) What bonding and liability insurance does your firm maintain? Please describe the levels of coverage for errors and omissions insurance and any fiduciary or professional liability insurance your firm carries. Please list the insurance carriers. 2. Other Affiliations/Services. (a) Detail any financial relationships which exist with affiliated or other organizations, e.g., brokerage firms, insurance companies, commercial banks, investment management firms, real

25 estate investment management or operating companies, TIMOs etc. Does your firm provide any services for which it is compensated by these organizations? What percentage of your clients utilizes investment managers or other service providers from which you receive fees? Describe in detail, including the managers, products and services provided. (b) Does your firm manage money for clients? Does your parent or any subsidiary or affiliate of the parent firm manage money for clients? Please describe any circumstances under which your firm receives fees or other compensation from investment managers. (c) Is your firm, its parent or any subsidiary or affiliate a broker/dealer? Does your firm trade for client accounts through this broker/dealer? Does your firm ever get paid in "soft dollars"? If so, please describe the details of each such relationship. (d) Do you sell information or any other services to investment managers? (e) Describe your policies and procedures to prevent possible conflicts of interest with other client interests or which may result from other investment products or services provided by your firm or affiliated organizations. 3. Proposer's Independence of Judgment and Freedom from Conflicts of Interest. (a) (b) (c) (d) Does the firm or any affiliate serve as an investment manager for clients? Does the firm or any affiliate act as a securities broker dealer? Does the firm accept soft dollars as a method of payment for services? Does the firm have any potential conflicts of interest with PRIM? 4. Real Estate and Timber Investment Consulting Services Experience & Knowledge. (a) Please provide a detailed organizational chart for your consulting unit. (b) Identify all principals of the firm that are active in your real estate and/or timber consulting activities. Include the length of their experience in advising pension funds, any specialty or expertise, and highest educational degree/professional designation attained. (c) List the names and locations of personnel who would be responsible for the PRIM account (include the Primary Consultant and the Secondary Consultant). Include their biographies, including their titles, functions, length of experience in pension consulting services, other clients for whom such individuals provide primary real estate and/or timber consulting services, any specialty expertise they possess, and the educational degrees and professional designations they have attained. (d) Identify and explain the role of other consulting or professional personnel in your consulting functions. Include biographies on those that would provide consulting and research

26 services to PRIM. (e) Please explain how the team dedicated to the PRIM account would function. (f) Describe your firm s back up procedures in the event the key personnel assigned to this account should leave the firm. (g) Please provide a brief description of your firm s compensation arrangements for senior management including incentives, profit sharing and other bonuses. Does staff participate in equity ownership? What incentives are in place to encourage key professionals to remain with the firm? (h) What policies are in effect to control workload? Is there a limit on the number of accounts that a consultant may handle? What is the average number of clients per consultant within the real estate and/or timber consulting unit of your firm? How many clients will the proposed Primary Consultant and Second Consultant have if awarded this contract? Please detail these client relationships. (i) Detail your experience and expertise with various real estate and/or timber investment strategies and investment structures e.g. separate accounts or commingled funds. Please comment about the process and resources used to evaluate various real estate investment strategies and rationale for recommending such strategies to clients. Please detail an occurrence when you made a recommendation to a client to implement a new strategy to enhance their program and why. (j) Provide detail on the professional staff that has left since January 1, Include: Person Position/Function Date left Reason for leaving Replaced by

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