EXHIBIT B - REQUEST FOR PROPOSAL QUESTIONNAIRE

Transcription

1 EXHIBIT B - REQUEST FOR PROPOSAL QUESTIONNAIRE SECTION I: ORGANIZATION CORE COMMINGLED REAL ESTATE SEARCH 1. Name of SEC registered entity (banks and insurance companies are not required to register with the SEC): Main Office Street Address: City & State (Country): Zip/Postal Code: SEC File #: 2. List city and state of all directly related offices, the opening date of the office(s), and indicate whether the office(s) is used for portfolio management, acquisitions, asset management, property management, research, marketing and/or client servicing. Office Location, Address, Phone Number of Employees Number of Professionals w/ Direct Equity RE Function Total Which of your firm s office(s) would service this account? Which specific services would be provided by which office(s)? Describe in which office(s) investment decisions are made for the proposed product and where the office(s) are located. 3. Provide a summary of the firm s lines of business related to real estate investing and management globally including a breakdown of direct real estate assets under management by region (e.g. U.S., North America ex- U.S., Europe, Asia, Other). 4. Type of Firm: (Check one.) Bank/Trust Co Broker Group Trust Bank Affiliate Broker Affiliate Insurance Company Affiliate Merchant Bank Joint Venture Limited Partnership Affiliate Other (describe) Investment Bank Insurance Company Affiliate 5. If you have not registered as an investment advisor or are exempt, please describe the exemption. Do you plan to register? Yes No 6. Please acknowledge that your firm, if chosen, will act as a fiduciary with respect to the Fund and the real estate portfolio. Yes No

2 7. Will the firm contractually agree to be a fiduciary to the Board as defined in Colorado s UPIA, and to perform the fiduciary duties imposed on a fiduciary under that Act? Yes No 8. Month/Year: (Complete all that apply.) Began Managing Began Managing Founded Founded Real Estate Real Estate Firm Parent Commingled Funds Core Strategy 9. Ownership Structure: (Check one.) Publicly-Owned Partnership Employee-Owned Subsidiary of: Other: Have there been any changes in the ownership structure of your firm in the last seven years? Yes No If yes, in which year did this change occur? Describe the nature of the change. Do you anticipate any changes to ownership structure within the next 12 months? 10. Please provide an organization chart as of December 31, 2018 which diagrams the ownership structure and interrelationships between the parent-subsidiary, affiliate, or joint venture entities. (Attach as Exhibit B-1). 11. What future changes to your business do you anticipate? 12. Please provide a description of your firm s history and current activity, including a discussion of any mergers or acquisitions, significant developments, organizational or ownership changes, downsizings, funds or businesses launched and closed, offices closed or opened, etc. made within the past five years. Include date of SEC registration and an explanation of the ownership structure of your firm and that of the parent or joint venture partner, if applicable. Also provide a complete form ADV (Parts I, II, IIB) and label as such. (Attach as Exhibit B-2). If your firm is domiciled outside of the U.S. please describe the regulatory authority (ies) governing your activities and your registration status. 13. Describe your firm s business plan and objectives with respect to future growth. Comment on any present or planned areas of emphasis in the near future. Be sure to include in your response: a. What product(s) is your firm emphasizing? b. How will new and existing resources be allocated? Are there plans to develop and expand resources? 13. Describe the succession plan for key investment professionals and the firm s senior leadership. What is your firm doing to ensure organizational stability among its investment professionals? Please be specific and include a discussion of compensation structure.

3 SECTION II: PROPOSED OPEN-END COMMINGLED FUND & TEAM For the responding commingled fund, please complete all parts of Section II and the Excel spreadsheet titled PSFIB RFP Exhibit C Core Real Estate Spreadsheet (attached to this RFP as Exhibit C) covering various aspects of the fund and its investments. 14. Manager: 15. Fund Name: 16. Investment Strategy of Fund: in a brief paragraph, please explain the strategy of the fund, include a discussion of leverage, property type diversification, and real estate trends supporting your strategy. How has your strategy evolved over time? Please discuss your investment philosophy pertaining to different property types and how that relates to the fund s strategic objectives. Additionally, provide a short summary of the fund s current position and near-term/long-term expectations and requirements of the fund (debt refinancing, large lease rollovers, tenant concentrations). 17. What is the investment objective of the proposed investment product? 18. Minimum Investment (If applicable): $ 19. Investment Vehicle: REIT (Private) Group Trust REIT (Public) Insurance Company Separate Account Limited Partnership Other (Please specify) 20. During the past 15 years, are there any assets that the fund defaulted on and/or wrote the value to zero? If so, please provide details. 21. Discuss how leverage will be used including the overall limits, the target amount, and type. Please provide a list of the fund s five largest lenders, the percentage of the fund s debt they hold, and the term of the debt facility. 22. Please provide biographies for all key investment professionals, including professionals responsible for this mandate. 23. Portfolio Manager(s): Name(s): Percentage of time dedicated to the fund: What year the PM(s) began working predominately on the fund: Can the portfolio manager co-invest in the fund? If so, please describe. 24. List in detail the proposed fund portfolio manager s other duties and accounts, if any. Also discuss in detail the portfolio manager s compensation structure as it relates or ties to the performance of the fund. 25. Describe your firm s back-up procedures in the event the key investment professional assigned to this account should leave the firm or be transferred to other accounts or duties.

4 26. Portfolios are managed by a(n) (Check only one) Team Dedicated Team Individual portfolio manager Portfolio mgr. with back-up Explain and list all employees who are part of the team, dedicated team or backup portfolio manager. 27. Specifically address the following as they relate to your firm s commingled fund: a. Research Process: Include a discussion of the sources of your research (internal and external) and where research is conducted. Describe in detail each step in your portfolio management process including sourcing, portfolio management/construction, asset management, financing, and exit. b. Key Decision Makers: Detail who the key professionals are at each stage of your decision making/portfolio construction process. c. Acquisitions Process: Describe how acquisitions are allocated to this fund. Please state your rotation policy with competing strategies/capital. d. Operating Partners: Describe the expected use of local operating partners. When do you use partners? Please include the percent of investments for which you expect to have a local operating partner. If your use of operating partners differs by property type, country, strategy, etc., please comment. Please describe your largest operating partner relationships and length of time the firm has worked with each partner. What is the typical fee structure and allocation of decision-making and control? e. Cash Management: Describe the fund s process of cash management. f. Redemption Policy: Please detail your redemption policies and priorities. Please highlight if redemptions are handled on a pro-rata basis or on a first come, first serve basis. Also, indicate if income distributions are given priority. Are there any restrictions on redemption or lock-out periods? Please detail your redemption requests for the last 10 years and payout, not including income distributions. Please highlight periods of redemption queues and indicate how long they were outstanding and how timely they were resolved. Are in-kind distributions permitted? g. Capacity: Is there a contribution or redemption queue for the fund? If yes, please indicate the queue amount(s), how many investors are in the queue and how long is the queue anticipated to remain? What is the fund s current capacity and timeline to invest new capital? Describe in detail the queue processes to enter and exit the fund. Please detail historical entry and exit queues. What are your expectation for future queues and describe how you will manage them. h. Dividend Policy: What is the fund s target dividend distribution to investors? Describe in detail the process an investor must go through in order to receive dividends on a quarterly basis and whether income dividends have preference over other redemption requests. i. Marking Debt to Market: Describe in detail your firm s current policy on marking debt to market. Include specifics on your firm s current procedures for marking debt to market and a table showing the start date of the first quarter you began marking debt to market and what impact this has had on your performance for each quarter. Do you mark your portfolio debt and property debt to market and at what frequency? j. Valuation and Appraisal Process: Describe the valuation policy and appraisal policy and process for this fund. Please highlight the use of third-parties. k. Valuation of Other Assets and Liabilities: Are any other assets or liabilities marked to market? l. Interest Rate Risk: Please comment on your policy regarding managing interest rate risk.

5 m. Limitations: Provide the limitations for the fund for each of the following items and explain each one: i. Cash (%) ii. Leverage Property (%), Fund Level (%) iii. Geographic (%) iv. Property Type (%) v. Joints Ventures (%) vi. Non-Core Assets (%) vii. Forward Commitments (%) viii. Development (%) ix. Cross-collateralization (%) x. Are there other limits to the fund that are in addition to the ones listed above? If so, please state them here. n. Risk Management: How does your firm define, monitor and control risk? o. Sell Discipline: What is your firm s hold/sell policy? p. Economic Diversification: How does your firm view economic diversification as it relates to this fund? Please attach any supporting analysis as it relates to the diversification of this fund. q. Forward Commitments: Does the fund have any forward commitments? If so, please provide a list of the forward commitments including the original commitment amount (Net & Gross), current market value, and the expected closing date. Are these commitments being valued/impacting the fund s current performance? If so, please explain this valuation process. What is the fund s policy on forward commitments? r. Advisory Board: Does the fund have an Advisory Board? If so, describe in detail who sits on the Advisory Board, what the role of the Advisory Board is and what specific duties it holds, including any voting rights. Please include bios of the members of the Advisory Board. Please complete the list of current and former Advisory Board members in the Excel spreadsheet. s. Tax Structuring: Please describe the methods through which the fund structures investments to minimize UBTI. Does your fund provide a schedule K-1 to investors? If so, when (approximate date) is it typically released. t. Governance: Please summarize major investor governance provisions and rights if any. u. GP Removal: Does the fund have a provision for the removal of the GP? If so, please explain in full. v. Key Person Provision: Does the fund have a provision for key person(s)? If so, please explain in full. 28. Do any of the professionals involved with the proposed product invest in the product? If so, how much? If so, how do professionals invest? Do they write checks, receive loans or invest through deferred compensation? If other means are utilized, please describe. 29. If loans are extended to professionals for co-investment, please detail the terms, including provisions for departures.

6 30. Please fill out the following table for the GP carried interest. Staff Participating in GP Carried Interest % Share of GP Carried Interest Total Senior Professionals (VP and above) Total Other Professionals Total Administration and Other Staff Total to Owners and/or Parent Company Total 100% 31. What is the vesting schedule for the carried interest allocation? Is there a formula for determining how carried interest is allocated among investment professionals? 32. Describe your firm s capabilities and process for providing asset and property management services for acquired assets. Does your firm use internal or third-party property managers for such assets? If internal, is there an armslength bid process? 33. Please complete the following table as it relates to Co-Investment in the fund. Co-investment Sponsor Co-investment ($MM) Sponsor Co-investment size (as a % of total committed capital) Source of co-investment Parent Company (%) Other affiliates (%) Individuals of G.P. (%) Non-affiliated individuals (%) Special L.P.s investing with G.P. (%) Total 100% SECTION III: PERFORMANCE 34. What are the return objectives and expectations for your fund? Please provide details and justification in terms of expected income and appreciation. Please provide as Exhibit B-5 a sample quarterly performance report. 35. If you are using the MSCI Attribution Report (f.k.a. IPD) for attribution analysis, please include the most recent report as Exhibit B-6 and attribution tab of the excel spreadsheet accordingly. If not, please provide, the same information based upon your non-msci calculations. 36. Please comment on the impact that marking debt to market and hedging instruments have had on your performance. 37. Please explain how you expect to meet or exceed your fund s objective over the next three years and the major expected drivers of returns.

7 SECTION IV: COMPLIANCE 38. Does your firm have a Chief Compliance Officer? If not, who is responsible for compliance? 39. Please describe the compliance assessment process, including the time period covered, testing methods, and frequency. When was the last compliance assessment? 40. Please provide a short biography of the person(s) who is (are) responsible for the overall risk management of your firm and describe their individual functions. 41. Has your firm been audited by the Securities and Exchange Commission (SEC), Department of Labor (DOL), or by any regulatory agency in the last ten years? Has any regulatory body or market authority issued any orders or other sanctions against your firm in the last five years? If yes, please provide a description or summary of findings. Please provide a copy of the most recent SEC Deficiency Letter 42. Is your firm or any affiliate the focus of any pending or ongoing litigation, formal investigation, or administrative proceedings related to money management activities? If yes, please describe. 43. Have the principals of your firm been under investigation related to money management activities in the last five years? If yes, please provide a brief explanation and indicate the current status of proceedings. 44. Describe the levels of coverage for SEC-required (17g-1) fidelity bonds, errors and omissions coverage and any other fiduciary coverage which your firm carries. Is the coverage on a per client basis, or is the dollar figure applied to the firm as a whole? Please provide a copy of your error and omissions policy. When preparing responses, proposers should note the levels of required insurance coverage contained in the State s model contract, attached as Exhibit A to this RFP. List the insurance carriers supplying the coverage, coverage type, and the coverage amount. (Attach as Exhibit B-3) 45. Please disclose all direct and indirect fees, commissions, penalties, and other compensation paid by or on behalf of your firm in connection with the provision for services rendered to the Fund. 46. Describe internal controls for risk management and portfolio compliance. Be sure to include the firm s policy on personnel owning real estate for their own accounts. 47. Has your firm ever been required to pay damages or penalties or trade or relinquish something of value under any of its existing or past contracts as it relates to services similar to those contemplated by this RFP? If so, describe the situation. 48. Has your organization or any officer or principal of your organization been involved in any litigation relating to consulting, other business activities, or criminal proceedings or has your organization or any officer or principal of the organization otherwise been named or included in any SEC or other regulatory investigation or litigation? 49. For your firm s employees who will be working with the INVESTMENT BOARD, please describe any professional licenses or certificates held, the status of those licenses or certificates, and whether any disciplinary action has ever been taken or initiated against such licenses or certificates, regardless of the outcome.

8 SECTION V: GOVERNANCE 50. Please provide a summary of your firm s governance or internal control structure. 51. Please provide your firm s Conflict of Interest Policy and a description of policy enforcement procedures. (Attach as Exhibit B-4) 52. Describe any conflicts of interest your firm may have in the management of this account. Include any activities of affiliated or parent organizations, brokerage activities, investment banking activities, or property management, leasing, or other services provided to the fund. If you have a lending affiliate, do you borrow from it for the account? What is your policy with regard to buying properties or selling properties to an investor in the fund or to one its affiliates? Do you share ownership of any of the investments in the account with other funds or accounts you manage or with an investor in the account? 53. Does your firm have any affiliates with which the fund may do business? If so, please describe. 54. Outline all affiliate fees paid by category of affiliate (e.g. property management, leasing, mortgage, project management, development, legal, accounting, etc.). 55. If your firm is an affiliate/subsidiary of a larger organization, what percent of the parent s total revenue was generated by your business unit? 2018 % 2017 % 2016 % What is the role of your parent firm in resource allocation and investment decisions? Please describe other relationships or affiliated transactions. 56. If your firm is an affiliate/subsidiary of a larger organization or a joint venture partner with another organization, describe the method of communication and quality control between the two organizations. Define the specific responsibilities of each of the parties. What percentage of the parent firm s total revenue does your subsidiary or affiliate generate? 57. Does your firm or parent company run or have an interest in a real estate brokerage firm? Yes No If yes, how does your firm manage potential conflicts of interest? SECTION VI: FEES 58. Please provide the fee structure for the proposed commingled fund(s), including Asset Management, Acquisition, Disposition, Performance, etc. Are there any most favored nations clauses in the fund s documents? Please complete the Fees tab in the Excel file referenced as Exhibit C. Is there an expectation of any major fluctuation in the fund level fees or expenses or any expected changes to the fee structure? The proposal should provide a fee structure that will cover all services. Please indicate if there would be any other ancillary costs.

9 SECTION VII: CLIENT SERVICE & FUND DOCUMENTS 59. Please indicate the scope of services that will be provided for this account. Please include a description of how client servicing/communication responsibilities are divided between portfolio managers and client service/marketing personnel and how often portfolio managers meet with clients to review the portfolio. 60. How often would the primary contact for the Fund account be available for client meetings? 61. Please discuss any annual investor conferences, seminars, institutional events, or /conference call communications that your firm makes available for market updates and educational opportunities. 62. Please provide all documents a prospective investor would review and sign including the fund s formation documents (private placement or offering memorandum, partnership/llc/reit documents, advisory agreement, all amendments), and subscription materials. 63. Please provide a current marketing presentation for the fund. SECTION VIII: ESG 64. What is the organization s approach to ESG investment? Is there a policy in place (provide as an attachment if so, and briefly describe below). How do ESG factors influence your investment beliefs? 65. Please describe how these policies are implemented (or will be implemented) within the Fund strategy and management.

10 EXHIBITS TO QUESTIONNAIRE Exhibit B-1 Exhibit B-2 Exhibit B-3 Exhibit B-4 Exhibit B-5 Exhibit B-6 - Organizational Charts Form ADV Evidence of Insurance and that firm is bonded Conflict of Interest Policy and Description of Policy Enforcement Procedures Sample Reports Recent Attribution Report