Exhibit 18. To: Investment Committee From: Kimberly K. Pollitt, CFA Date: November 19, 2009 Re: UBS Realty Investors Real Estate Annual Review
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1 To: Investment Committee From: Kimberly K. Pollitt, CFA Date: November 19, 2009 Re: UBS Realty Investors Real Estate Annual Review Overview In March 2005 the SURS Board of Trustees approved direct real estate allocations to RREEF and UBS Realty Investors to implement the 2% policy allocation to direct real estate. The allocation to UBS consisted of a $120 million allocation to the UBS Real Estate Separate Account (RESA), a core real estate open-end account, and was fully funded on June 29, On February 29, 2008, the UBS Real Estate Separate Account was converted into a limited partnership structure and is now known as the Trumbull Property Fund (TPF). As of September 30, 2009, the UBS portfolio is valued at $111 million, which represents 48% of the direct real estate portfolio and 0.9% of the total SURS investment program. UBS Realty Investors receives a combined evaluation ranking of B+, which results in our recommendations for retention and an additional $100 million allocation to the UBS Trumbull Property Fund. Organizational Assessment The table below lists the weights we assign to various organizational issues and the UBS score in each area. Scores are based on a scale of 1.0 to 5.0, where a 5.0 denotes outstanding, a 1.0 denotes poor, and a 3.0 indicates average. Weighting Score Product Organization 20% Staffing 30% Clients/Assets 10% Investment Process 30% Client Servicing 10% Total Score 4.00 SURS currently holds a seat on the Trumbull Property Fund Client Advisory Council. SURS staff attended the TPF Advisory Council meeting in New York in November The firm's organizational assessment score rates a B and is unchanged from last year. Following is our analysis of each of the categories in which the manager is ranked. Organization UBS Realty is organized as a limited liability company and is an indirect, wholly owned subsidiary of UBS AG. UBS AG is a leading global financial services firm. UBS AG s four business groups are Global Asset Management, Investment Bank, Wealth Management & Swiss Bank, and Wealth Management Americas. UBS Realty operates as part of the real estate
2 platform of UBS Global Asset Management. UBS Realty is headquartered in Hartford, Connecticut with regional offices in California, Texas and New York. Investment professionals are not under contract. Management incentives include competitive base salary, annual bonus and stock option arrangements. All investment professionals and senior management participate directly in the financial success of the company through the incentive compensation plan. At higher levels of management, a portion of the incentive compensation is withheld and paid out over multiple years to further encourage retention. Thus, management contracts are not believed to be necessary in light of the competitive compensation level and structure. Matthew Lynch continues to serve as Head of Global Real Estate US. There were no changes in UBS Realty s ownership structure during the past year, nor are any changes anticipated in the coming year. Litigation As reported in last year s review, a former employee of UBS located in Hartford filed legal actions in 2008 alleging that UBS discriminated and retaliated against him arising out of claims that the internal valuation review area did not have enough staff to review on a comprehensive and timely basis the valuation work prepared by third party appraisal firms. The competitor review concluded that UBS s valuation review staffing was actually the highest within its peer group. UBS fully disclosed these claims and all related facts to its primary independent, external audit firm KPMG LLP during their audit of RESA and PMSA (now Trumbull Property and Trumbull Property Income Funds). UBS also arranged for KPMG to meet privately with this employee. KPMG subsequently issued unqualified opinions on the financial statements of RESA and PMSA for the relevant periods. UBS also carried out an internal human resources review and a compliance investigation. These internal investigations concluded that the employee was treated appropriately and that the claims did not warrant any change in asset values, fund performance or fees. UBS Realty believes this case is without merit and is in the process of vigorously contesting the litigation. Staff and EnnisKnupp will monitor this situation and keep the Committee apprised of any new developments. Staffing Kevin Crean is a Managing Director and is the Portfolio Manager for TPF. Mr. Crean works with two assistant portfolio managers, Steve Olstein and Pam Thompson, both Directors and a portfolio analyst, Peter Juliani. Mr. Crean, Mr. Olstein and Ms. Thompson are exclusively dedicated to TPF and not responsible for the management of any other portfolios. Mr. Juliani works on both the TPF and UBS Trumbull Property Growth & Income funds. Mr. Olstein is responsible for property level operations, financial performance and dispositions. Ms. Thompson is responsible for account operations, acquisitions, reporting, and financing. Employees outside of the portfolio management unit are organized by department (i.e., research, asset management, and acquisitions, etc.) and provide their services to all portfolios managed by UBS Realty. UBS Realty employs a total staff of 168. Employee turnover continues to be very modest. UBS Realty added two and lost six direct real estate professionals in the past year. The tables
3 that follow provide details of the employees at the director level and above that have joined or left the firm since October 1, 2008: Departures Name Position/Function Date of Departure Ann Ng Associate Director, Asset Management August 2009 William Blake Director, Acquisitions May 2009 Maura Hayden-Walker Director, Asset Management May 2009 Lynn Wytas Director, Investment Accounting May 2009 Joe Cammilleri Director, Valuations October 2008 Amy Birdwell Associate Director, Valuations October 2008 New Hires Name Position/ Function Date Joined Todd Nicotra Associate Director, Asset Management July 2009 Amanda Hume Associate Director, Investment Accounting October 2008 A breakdown of the staffing is shown in the following table. UBS Realty Staff Portfolio Management/Research 18 Acquisitions 19 Asset Management 41 Dispositions / Engineering 6 Valuation / Investment Accounting 33 Corporate Accounting / Operations 4 Client Service & Communications 17 Information Technology 13 Legal & Compliance 12 Administrative 5 Total Staff 168 Clients/Assets As of September 30, 2009, UBS Realty manages $13.0 billion in direct real estate strategies, compared to $17.2 billion as of September 30, The UBS Trumbull Property Fund vehicle, in which SURS is invested, has 243 clients and total assets of $8.7 billion compared to $11.7 billion the previous year. The table below highlights UBS Realty s direct real estate assets by investment vehicle. Assets Under Management % of Direct Real Strategy ($ millions) Estate Assets Trumbull Property Fund (TPF) $8,696 67%
4 Individual Accounts 2, Trumbull Property Income Fund (TPI) 1,138 9 Allegis Multi-Family Trust Trumbull Property Growth & Income Fund (TPG)* TOTAL $17, % *Funded entirely by UBS seed capital through 9/30/09. In 2009 thus far, TPF has lost two clients for a total of $246 million and has gained two clients for a total of $372 million. The net loss for the period was $126 million. As of October 1, 2009, TPF had a redemption pool of $749 million. The firm anticipates the queue to be resolved within four to eight quarters. Requests are honored on a pro rata basis according to the ratio of the requesting investors units to the total units of all investors then requesting redemptions. Investment Process UBS Realty s investment philosophy centers around the concept of enhancing returns while mitigating risks. The firm recognizes long-term economic and real estate trends and attempts to under- or over-allocate to property types and regions depending on the market outlook. Favorably priced markets are first targeted, and then, the firm attempts to source and underwrite the best investments in those targeted markets. UBS attempts to minimize downside risk through careful investment selection and underwriting. The firm constructs real estate portfolios that are well-diversified, selling those properties in a timely fashion when a hold-sell analysis indicates a sale is prudent. A portfolio manager and two assistant portfolio managers manage TPF. These professionals are responsible for the performance of the portfolio and adherence to the investment policy, guidelines and objectives. The portfolio manager has a final veto authority within UBS Realty for all major decisions relating to a property within a given portfolio. UBS Realty s Investment Committee plays an essential role in the investment management process, as approval by the Committee is required for each significant transaction in the Fund (including acquisitions, dispositions, and certain major capital events). All key business units have representation on the Investment Committee. The Investment Committee reviews investments to ensure that the appropriate balance between risk and return has been achieved. The Investment Committee members include the firm s president, the managing directors and portfolio managers of UBS Realty, general counsel, head of research, head of valuation, head of dispositions, and the head of the asset management region in which the transaction is located. UBS Realty s Investment Operations area is organized functionally and consists of the following groups: Acquisitions, Asset Management, Property Management and Dispositions. Acquisitions Acquisitions are sourced and underwritten by a team of professionals led by an acquisitions officer, in close consultation with the portfolio manager. The team conducts an in-depth due diligence review of the particular investment and its competitive positioning in the immediate market. A comprehensive operating strategy is developed, and the return potential for each investment is evaluated over a specific holding period (typically 10 years) using a range of
5 assumptions about rents, expenses and future inflationary environments. If an investment shows acceptable return potential and passes the due diligence evaluation, the investment is presented to UBS Realty s Investment Committee for approval. The portfolio manager for the account for which the investment is being made must also approve the investment before it can be placed in the portfolio. TPF investments will generally be acquired for cash. However, in certain circumstances, leverage may be used where UBS Realty feels its use is prudent. TPF has two leverage guidelines: the first, that mortgage debt generally should not exceed 20% of gross asset value, and the second, that short-term debt generally should not exceed 15% of gross asset value. If both of these guidelines were maximized, theoretically, the total leverage of the portfolio could reach 35% of gross asset value. Historically, TPF has been managed to a 20% total leverage limit (both short and long term combined) and that practice continues today. As of September 30, 2009, the total leverage of the portfolio is 19.6% of gross asset value. Asset Management UBS Realty s asset management group is organized regionally and along property specialties. Asset managers begin their involvement with an individual property during the acquisition process as members of the acquisition team, and thus, are already familiar with the property by the time it is added to the portfolio. Once a property is acquired, the asset manager establishes a final comprehensive asset management plan that addresses the overall goals of the portfolio and the attributes of the property. The asset manager also hires, monitors and supervises the third-party on-site property manager. Property Management Property management and leasing services for the properties are provided through the engagement of third-party managers. UBS Realty s philosophy is that third-party property management firms with strong local expertise provide the best results for its clients. This approach also provides the essential flexibility to change on-site firms when necessary. UBS Realty believes it also minimizes the potential for conflicts of interest and affords the firm greater leverage in negotiating lower fees and improving investment performance. In addition, this method provides access to a broad network of professionals for deal solicitation and investment strategies. Finally, the use of unaffiliated local property managers preserves maximum flexibility in asset dispositions, since it minimizes concerns about employee terminations when properties are sold. Dispositions Disposition decisions are made by the portfolio manager in conjunction with the asset manager and are based on periodic hold/sell analyses. At least once a year, the asset manager prepares a hold/sell analysis for each property. This analysis considers current operating performance as well as expectations for future growth and profitability. The conclusions drawn from this analysis form the basis of a recommendation to sell the property or to retain it in the portfolio. UBS routinely takes steps to minimize the environmental impact of the properties it manages. The firm believes that an environmentally friendly management strategy not only supports its ideals, but when carefully implemented, can also result in higher investment returns. For example, many changes made to reduce environmental impacts offer a corresponding reduction in operating expenses. In addition, tenants are actively seeking buildings which offer
6 environmentally friendly design and operations. UBS Global Asset Management has recently become a signatory to the Principles for Responsible Investment. Effective October 1, 2008, UBS engaged PricewaterhouseCoopers (PwC) to administer the UBS valuation program. This valuation program includes appraiser selection, appraisal review, and appraiser rotation. Appraisal firms are selected through a bid process. The selected firm must exhibit experience in the relevant market and expertise with the relevant property type. Each real property interest will be subject to an annual appraisal including a complete property and market inspection by the appraiser. All appraisals require certification by appraisers holding the MAI designation. Quarterly adjustments may be made following material changes in performance, pricing or competitive conditions since the last recorded valuation. Value changes are booked only after receiving concurrence from the independent appraiser of record. The periodic appraiser rotation program operates on a three-to-five year cycle, replacing a property s appraiser of record with a new independent appraiser having no knowledge of the previous valuation conclusion or its underlying assumptions. UBS Realty s Valuation Review Committee evaluates all independent appraisals and approves the internal valuations each quarter. The Committee is comprised of the chief executive officer of UBS Realty, the portfolio managers, asset management region heads, managing directors, general counsel and the co-heads of the valuation unit. The property type and geographic region distribution for UBS Trumbull Property Fund (TPF) compared to the NCREIF Open End Diversified Core Equity (ODCE) Index as of 9/30/09 are: Property Type UBS TPF ODCE Apartments 29% 19% Hotel 7% 3% Industrial 12% 19% Office 29% 37% Retail 23% 20% Other 0% 2% Region UBS TPF ODCE East 37% 32% Midwest 12% 11% South 20% 19% West 31% 38% Client Service SURS client service representative is Maria Bascetta, Director, Client & Portfolio Services. Ms. Bascetta has been very responsive to requests from staff. Performance The stated investment objective of the Trumbull Property Fund is to provide a 5% real rate of return (5% over inflation) and to exceed the benchmark over the long run. For the 12 months ending June 30, 2009, TPF returned %, net of management fees, compared to the benchmark return of %. Investment income contributed 5.5% to the total return, with the remaining return coming from depreciation. High levels of leasing, low leverage, low exposure to development properties, and few near term debt maturities combined to provide significant outperformance relative to the benchmark. Since inception of the portfolio in June 2006, TPF has returned -1.85% annually compared to -3.58% for the benchmark. Preliminary performance for the quarter ended September 30, 2009 was recently released. For the quarter, TPF returned -4.7% versus the benchmark return of -7.3%.
7 One consideration when making performance comparisons of TPF to the NCREIF Open End Diversified Core Equity (ODCE) Index is the relative use of leverage employed by each firm in the index. As of 9/30/09, TPF had a leverage ratio of 19.6%, as compared to 33.0% for the ODCE index. TPF is one of the most conservative of the core open-end funds, with leverage among the lowest of the larger funds in its ODCE peer group. UBS believes its consistent focus on a conservative core strategy is better suited to weather complete market cycles. For the year ended September 30, 2009, TPF purchased one property while selling three, bringing the total number of investments in the fund to 169. Last year the Board elected to receive income distributions from the direct real estate portfolio. During calendar year 2009, SURS has received $1.84 million in income from TPF. This level of relative performance earns UBS a grade of A. EnnisKnupp s Investment Manager Rating System We have applied EnnisKnupp s Investment Manager Rating System for manager selection and evaluation to UBS Realty. The results of this evaluation fall in the Excellent category, which indicates Retain. Areas in which UBS Realty scored well were Skill, Product Fit, Ownership & Stability, and Past Performance. Consultant Comments EnnisKnupp s real estate research group has met and conducted conference calls with UBS Realty professionals several times over the past year. In addition, we have attended the annual client conference and the client advisory council meeting in We continue to recommend UBS to clients as a top-tier core real estate manager. The depth and experience of the team, consistency in strategy, and appropriate portfolio structuring are factors contributing to this favorable view. TPF has consistently produced above average returns relative to peers and the benchmark. Further, the stability of the investment professional staff and relatively few conflicts of interest present engender confidence in both the product and organization. EnnisKnupp supports the recommendation of SURS Staff to retain UBS as a direct real estate manager. Real Estate Pacing Model The real estate pacing model developed by EnnisKnupp suggests an additional allocation of $100 million to core real estate as a means to move the real estate portfolio closer to its strategic policy target. As mentioned previously, the UBS TPF is a broadly diversified, core real estate fund. Staff and EnnisKnupp recommend the additional $100 million be allocated to the UBS Trumbull Property Fund. Recommendation SURS Staff and EnnisKnupp jointly recommend: That UBS Realty Investors be retained as a direct real estate manager, and That an additional $100 million be allocated to the UBS Trumbull Property Fund.
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