Plymouth County Retirement Association / Request For Proposal
Non-Core Real Estate

Search Description

The Board Members of the Plymouth County Retirement Association (hereinafter “Board”) are seeking proposals from managers of a closed-end,non-core real estate strategy.More specifically, the Retirement Board seeks a demonstrated ability to manage a diversified strategy that invests in value-added and/or opportunistic real estate investments.

The Board intends to commit approximately $15to $20 million. Only proposals for experienced managers of closed-end, non-core real estate portfolios will be considered. Open-ended, first-time funds, and public equity strategies will not be considered. The objective of this Request forProposalshall be to identify that manager whose expertise will best meet the Board'sgoals and needs.

The funds shall be managed in compliance with MassachusettsGeneral Laws, Chapter 32 and Chapter 176, the regulations of the Massachusetts Division of Public EmployeeRetirement Administration Commission, 840 CMR, and the Placement Agent Policy (available from

All bidders are hereby advised that any proposal selected shall be subject to (1) approval ofthe Board, (2) a written contract and (3) approval of the engagement by the MassachusettsPublic Employee Retirement Administration Commission (PERAC).

Any questions pertaining to this Request for Proposal are to be in writing and directed to:

Christy Gahr or Steve MacLellan

Meketa Investment Group

100 Lowder Brook Drive, Suite 1100

Westwood, MA 02090

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Plymouth County Retirement Association / Request For Proposal
Non-Core Real Estate

Instructions

Please read instructions before completing this questionnaire.

  1. Proposals must be received at the Board prior to 3:00 PM Eastern Standard Time on January 12, 2017 at the Board’s offices.

Proposals or unsolicited amendments will not be accepted after
the closing date and time.

  1. Bidders mailing materials should allow adequate time to assure timely arrival. Bidders may correct, modify, or withdraw their proposals prior to the deadline only. Correction or modification must be in writing and must be admitted and received in the same manner as the original proposal. Requests to withdraw proposals must be in writing.
  2. All questions and all blank space must be completed in precise detail. Blank or incomplete responses to applicable questions may preclude the proposal from consideration.
  3. Please forward one copy of your firm’s Proposal to:

Peter Manning, Investment Officer

Plymouth County Retirement Association

10 Cordage Park Circle, Suite 234

Plymouth, MA 02360

  1. Additionally, please send via e-mail an electronic copy(not to exceed 10 mb) to Meketa Investment Group at ith E-mail Subject: PCRA2017Non-Core RE Search.

E-mail:

E-mail Subject: PCRA2017Non-Core RESearch

  1. If deemed necessary by the Board, bidders may be selected for interview. Each bidder selected for an interview will be allotted sufficient time to orally present its proposal and to answer any questions that may be posed by the person(s) appointed by the Board to interview bidders. The bidders would be evaluated on the basis of the criteria set forth in this request for proposal.

Minimum Criteria Certification

If you do not satisfy all of the minimum criteria, please do not respond to this RFP

Bidders must meet all of the following minimum criteria. Failure to satisfy any of the minimum criteria will result in the disqualification of the bidder. Please respond to each of the following by initialing the “YES” response to certify that you do meet the minimum criteria.

1.The bidder and each key individual is a registered investment advisor pursuant to the Investment Advisors Act of 1940, or is exempt from registration (with the nature of the exemption provided).

Yes

2.The fund’s size should be over $300 million and the fund should not be a first time fund.

Yes

3.The strategy is diversified across geography.

Yes

4.The bidder has experience managing investments for tax-exempt or state, municipal, or other governmental defined benefit plans.

Yes

5.The firm has managed assets in a manner that satisfies Massachusetts Laws Chapter 32, including the regulations of the Massachusetts Division of Public Employee Retirement Administration Commission, 840 CMR.

Yes

6.The firm has filled out and attached required PERAC disclosures (New Vendor Contact Form, New Vendor Disclosures, Placement Agent Statement, Vendor Certification) in their entirety. (See)

Yes

7.If selected, the Firm is willing and able to include the mandatory contractual terms and conditions into the contract, as required under Massachusetts Laws Chapter 176. (See Exhibit A).

Yes

Certified and Initialized by:
Name / Title / Date

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Non-Core Real Estate
Request for Proposal
Plymouth County Retirement Association / Request For Proposal
Non-Core Real Estate

Table of Contents

Administrative...... I

  1. Contact Information

Partnership Details...... II

  1. Commitments
  2. Partnership Closings
  3. Expenses and Fees
  4. Distributions
  5. Valuation
  6. Advisory Board

Strategy and Process...... III

  1. Investment Strategy
  2. Investment Process
  3. External Resources
  4. Risk Factors
  5. Leverage and Financing

Firm History and Structure...... IV

  1. Organization Structure
  2. Ownership Structure
  3. Management
  4. Prior Investments

Legal and Regulatory...... V

  1. Legal
  2. Accounting
  3. Regulatory Compliance
  4. Conflicts of Interest

Appendices...... VI

  1. Supplemental Information
  2. References
  3. Performance History

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I. Administrative

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Plymouth County Retirement Association / Request For Proposal
Non-Core Real Estate

A. Contact Information

  1. Provide the following contact information:

Proposed Fund or Partnership

Legal Name

Address

Telephone

Facsimile

Date of Formation

Domicile

Legal Structure

Jurisdiction

Firm / Management Company

Legal Name

Address

Telephone

Facsimile

General Partner

Legal Name

Address

Telephone

Facsimile

General Partner Primary Contact

Name

Address

Telephone

Facsimile

E-mail

General Partner Secondary Contact

Name

Address

Telephone

Facsimile

E-mail

Investment Advisor(s) for the General Partner and the Partnership, if applicable

Name

Address

Telephone

Facsimile

E-mail

Placement Agent(s) for the General Partner and the Partnership, if applicable

Name

Address

Telephone

Facsimile

E-mail

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II. Partnership Details

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Plymouth County Retirement Association / Request For Proposal
Non-Core Real Estate

A.Commitments

1.What is the aggregate Fund commitment target?

2.What are the minimum and maximum aggregate Fund commitment constraints?

3.Describe the Fund's co-investment policy. What is the aggregate amount of expected co-investment opportunities to be provided by the Fund to Limited Partners and other investors?

4.What are the minimum and maximum General Partner commitment constraints (percent and numeric terms)?

5.What percentage of the total General Partner commitment will be funding through offsets to management fees otherwise chargeable to Limited Partners? What are the maximum constraints on such funding through offsets?

6.Describe current or planned parallel investment vehicles that are structured to accommodate special classes of investors.

7.Describe Fund commitments called to date (list the date and amount of each capital call).

8.Describe Fund commitments invested to date.

9.List all placement agents, third-party marketers, and other entities currently and/or previously engaged by the Firm and its affiliates, directly or indirectly, for the purpose of securing limited partner commitments, and the Firm's primary contact at each entity.

10.For each of the placement agents, third-party marketers, and other entities listed in the response to Question 9 above, indicate whether it is a registered investment advisor, registered as a broker-dealer with the SEC, pursuant to the Securities Act of 1934, the NASD, members of FINRA, or any other financial regulatory agency. Also, disclose whether the primary contact at each entity holds any securities licenses from financial regulatory agencies, number of years employed by the entity, and number of years of experience directly related to the placement agent business.

11.For each of the placement agents, third-party marketers, and other entities listed in the response to Question 9 above, describe the terms of agreements and compensation arrangements between the Firm and the entity. Also, indicate whether such compensation is paid by the Firm, the Fund, or another entity. Ifcompensation is paid by the Fund, will such payments offset other fees otherwise payable to the Firm by the Fund's limited partners?

B.Partnership Closings

1.Describe the dates and amounts for all closings held by the Fund to date.

2.Describe the General Partner's expectations regarding the dates and amounts of subsequent Fund closings (including the final closing).

C.Expenses and Fees

1.Describe all fee income generated from investments, including but not limited to property management, asset management, development, transaction, monitoring, advisory and loan servicing fees.

2.How will fee income generated from Fund investments be allocated among the Firm, the Fund and their affiliates, and the Fund's Limited Partners? Will any portion of such fee income allocated to the Fund's Limited Partners be distributed in the form of offsets to management fees otherwise chargeable to the Fund's limited partners?

3.Describe all other fees and/or reimbursable expenses that the Fund may incur.

4.What steps will the General Partner undertake to insulate the Limited Partners from UBTI issues?

5.What are the expected return differentials between the primary investment vehicle and any offshore parallel investment vehicles?

D.Distributions

1.Describe any “claw back” features or reserve accounts for carried interest paid to the General Partner. Will the General Partner guarantee the claw back features or reserve accounts? Are the clawback provisions “joint and several” or of another form? Are they net of taxes paid by the managers or returns of the whole sums received? Is there an escrow type account or another vehicle to hold reserves? Isthere a vesting schedule for sharing in the carried interest for the managers that would factor into any escrow type account?

2.What portion of the return generated from the Fund is expected to result from current income distributions?

3.Discuss the Firm's view on distributions in kind ("DIK") as opposed to cash. When (as in what stage of the fund lifecycle) and how often, if at all, will the Firm make DIK as opposed to cash? Discuss the Firm’s view of the pros and cons of both cash and DIKs.

4.Will the Fund base carried interest distributions on a whole-fund basis or on a dealby-deal basis?

E.Valuation

1.Does the General Partner expect the Fund to comply with GAAP accounting standards, and, in turn, ASC 820 (formerly FAS 157) valuation standards? If not, to what accounting standards is the Fund expected to comply?

2.Provide the General Partner's valuation policy for the Fund. Please include frequency, sources (third-party appraisals, internal etc.), and valuation methodologies.

F.Advisory Board

1.Describe the composition, size and expected functional purview of the Fund's Limited Partner Advisory Board. Please describe its expected meeting schedule, review process, and matters which may typically be considered for review by the Board. What will be the responsibilities of the Fund's Limited Partners Advisory Board to the limited partners at large?

2.Describe the process for selecting the members of the Limited Partner Advisory Board.

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III. Strategy and Process

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Plymouth County Retirement Association / Request For Proposal
Non-Core Real Estate

A.Investment Strategy

1.Describe the General Partner’s investment strategy. Include the following:

  1. Expected number of discrete investments.
  2. Expected maximum percentage of total capital commitments to be allocated to a single investment.
  3. Expected size (investment and gross market value) and capital structure of investments.
  4. Expected sources of return (current income versus appreciation).
  5. Expected stage of development of investments.
  6. Expected geographic focus.
  7. Expected property/asset type focus.
  8. Expected industry focus.
  9. Expected maximum percentage of total capital commitments to be allocated to geographies, property types or industries outside expected focus.
  10. Regions, property types and/or industries that will be avoided.
  11. Risk/Return Profile (Core, Core-Plus, Value-Add, Opportunistic, Debt).
  12. Sensitivity to overall economic and public market conditions.
  13. Quality (occupancy, age, tenant profile) of assets.
  14. Criteria for selecting target markets and/or sub-markets.
  15. Criteria for selecting potential projects within target markets.

2.Does the Fund intend to be a lead investor, control investor, co-investor, or sole investor in portfolio investments? How, in the view of the General Partner, is a control position defined and achieved? Once established, what level of control does the General Partner plan on exercising?

3.If not control, to whom would the Fund be secondary: operating partners, portfolio company management, other investors, or other parties? To what extent (as a percentage of total portfolio investments) does the Fund plan to be a lead investor?

4.To what extent will the Fund be active in the development of business plans and/or the management of its underlying investments? What steps are taken to monitor the implementation? How often, and under what conditions, would the partnership decide to change out partners, such as operating partners or developers etc? What are the precursors to such a move?

5.To what degree, if any, are development, re-development, renovation, and property repositioning components of the real estate strategy? For each component, please provide an example. Please describe any additional strategy components.

6.What is unique and/or new about the investment strategy?

7.Describe how the General Partner sets investment policy and/or strategy.

8.What are the projected gross and net returns to investors?

9.How has the investment strategy of the Fund changed over time in response to: market conditions, opportunistic investments, competition, pricing disciplines, the knowledge and experience of the General Partners gained over previous funds? What has the General Partner been able to learn from past disappointments and how has that impacted the investment thesis going forward?

10.How does the Firm view the trend toward outsourcing of services both within the U.S. and internationally? How important to the investment thesis is this component anticipated to be?

11.How does the fund management view repositioning its assets in terms of market niches and competitor differentiation?

12.How will the investment strategy, and the management firm itself, change in light of the increased size of the current fund, vis-à-vis the previous fund? Number of investments, size of investments, market segment, staffing and diligence?

13.Describe the expected source(s) of deal flow, both in terms of overall deal flow and in terms of deals executed. What is the strategy the managers employ to source and diligence deals?

14.Describe the Fund’s expected use of joint ventures and operating partners.

15.Describe the Firm's competitive advantages. How does the Firm differentiate itself with respect to the competition?

16.Who are the Firm's primary competitors/peer group?

17.Will internally generated research be used to implement the Fund's investment strategy? If so, please provide specific examples of how your research can be differentiated from your competitors.

18.Current Fund Holdings -- Please specify what percentage of the Fund’s assets (gross market value) is composed of the following categories. Each section should total 100% and dollars should be in millions.

a)Property Type:

Property Type

/ % / $ / Age / Years
Suburban Office
CBD Office
Apartments
Land
Retail
Industrial
Hospitality
Other: (please specify)

b)Geographic Region

Percent / GMV
East, Total
Northeast
Mideast
Midwest, Total
East N. Central
West N. Central
West, Total
Pacific
Mountain
South, Total
Southeast
Southwest
Non-US, Total
Other: (please specify)

c)Property Size

Amount (M)

/ Number / GMV / Percent
Under $1
$1 – 5
$5 – 10
$10 – 20
$20 – 50
$50 – 100
$100 – 150
Over $150

d)Investment Life Cycle

Amount (M)

/ Number / GMV / Percent
Pre-Development (Land)
Development
Leasing
Fully/Substantially Leased
Redevelopment
Forward Commitments
Other: (please specify)

e)Investment Type/Financial Structure

Number / GMV / Percent
Un-Leveraged Equity Ownership
Leveraged Equity Ownership
Equity/Mortgage Combination
Senior Debt
Mezzanine Debt
Securitized Debt (RMBS, CMBS)
Other: (please specify)

19.Fund/Funds Diversification Targets -- Provide the Fund’s diversification targets once fully invested as a percentage of the total Fund. Also include the minimum and maximum constraints. Please describe any additional diversification targets or constraints placed on the Fund/Funds.

Property Type

/ Minimum / Maximum / Target
Office
Apartments
Retail
Industrial
Hospitality
Land
Other: (please specify)

Location

/ Minimum / Maximum / Target
East
Midwest
South
West
Non-US

Investment Type

/ Minimum / Maximum / Target
Equity
Senior Debt
Mezzanine
Securitized Debt (CMBS, RMBS)
Other: (please specify)

Asset Limits

/ Minimum / Maximum / Target
Cash
Joint Venture

B.Investment Process

1.Describe in detail how significant investment decisions will be made. Will the General Partner use an Investment Committee? If yes, include the names of all Investment Committee members.

2.Describe the level of consent (e.g., unanimous, majority (> 50%), supermajority (> 67%), etc.) required from the members of the Investment Committee to approve an investment.

3.Describe the due diligence process that is used to screen potential investments. Tothe extent permissible, provide copies of checklists, questionnaires, and/or other internal control documents.

4.Describe the Firm's asset management team and process.

5.How will the General Partner monitor the success or performance of portfolio investments?

6.What form of exit strategies are anticipated for Fund investments? Also, discuss the importance of an exit strategy in the development of the original investment thesis, and what events initiate a review of exit options and timing during the life of an investment. How will decisions to terminate or dispose of investments be made?

C.External Resources

1.What external or proprietary resources are used during the investment process?