121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 REQUEST FOR PROPOSAL – REAL ESTATE CONSULTING SERVICES INTRODUCTION & BACKG ROUND The State of Wisconsin Investment Board (SWIB) is soliciting proposals from firms interested in providing Real Estate Consulting services to SWIB as a fiduciary for the Wisconsin Retirement System (WRS). The intent of this Request for Proposal (RFP) is to select a firm(s) to provide specified Real Estate Consulting services to SWIB. A firm(s) will be selected to provide this service based on the criteria set forth under the heading “SELECTION CRITERIA". LEGAL STRUCTURE OF SWIB SWIB is charged with the responsibility of investing the assets of the Core Retirement Investment Trust Fund (CTF) and the Variable Retirement Investment Trust Fund of the WRS as well as several smaller trust funds serving the State of Wisconsin and local municipalities. As of June 30th, 2013, assets under management totaled approximately $94 billon. The services required under this RFP relate to assets of the CTF. The CTF, the primary retirement fund, is a fully balanced fund containing public equity, public fixed income, real estate, private equity, and multiasset classes, totaling approximately $86.5 billion as of June 30th, 2013. Exhibit A includes a copy of the latest SWIB Annual Report. SWIB was created under Chapter 15 of the Wisconsin State Statutes, and vested with authority to manage trust fund assets under Chapter 25 of the Wisconsin State Statutes. Exhibit B contains a copy of Chapter 25. The members of the Board, in conjunction with the Executive Director, who serves at the pleasure of the Board, determine policies and make decisions concerning the asset allocation and strategic direction of the CTF. SWIB is governed by the prudent investor standard of responsibility specified in s.25.15 (2). MINIMUM CRITERIA A proposer must meet the following minimum criteria to be given further consideration. Failure to meet the minimum criteria will result in the Proposal's immediate rejection. All firms submitting proposals must meet the following minimum criteria as of June 30, 2013: o Currently providing non-discretionary real estate consulting services to at least two (2) pension or other major institutional fund clients, each with a real estate portfolio with market values of $3.0 billion or more (calculated using net asset value as of June 30, 2013). One of these funds must be a public pension fund. o Ability to designate a senior real estate consultant with a minimum of ten (10) years real estate related investment experience to work extensively on the SWIB account. The designated senior real estate consultant will be expected to quickly become thoroughly knowledgeable and up-to-date with the SWIB real estate portfolio, and to attend specified meetings. o The primary senior consultant assigned to the account must commit sufficient amount of his or her available time to provide superior quality work while meeting all timelines established by the SWIB staff. 1 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 SCOPE OF SERVICES Working with SWIB staff, the firm(s) shall serve as SWIB’s non-discretionary real estate consultant for the Real Estate Portfolio. Consulting services will include, but are not limited to: specialty consulting concerning the real estate asset class, asset allocation recommendations, portfolio commitment pace modeling, review of market trends and conditions, industry standards, performance benchmarks, assessment of performance and other related areas. Consulting services also include domestic and international investment opportunity identification (primarily funds and platform investments, and including secondary opportunities) and detailed due diligence and written investment recommendations to SWIB real estate staff. SWIB will perform Financial Monitoring and Performance Measurement internally utilizing eFront and the Consultant will have access to such information as needed. The Consultant(s) chosen for the Real Estate Consulting Services will interact with SWIB staff and other SWIB consultants as directed. Under the direction of the SWIB Board of Trustees (Board) and SWIB staff, the Consultant(s) will provide the following services: 1. Real Estate Investment Strategy. Work with the real estate staff to develop, for recommendation to the Board of Trustees, a long-term real estate investment strategy. 2. Real Estate Tactical Plan. Assist in the development of an annual plan to implement the real estate investment strategy, including: a. Identification and Analysis: Identify appropriate real estate investment categories for SWIB. Analyze prospective levels of risk and return, economic growth, pricing, presence of competing capital, exit strategies and other key investment factors. b. Manager Attributes: Based on the investment outlook for each category, identify preferred capabilities and characteristics for managers within that category. 3. Investment Search and Selection. SWIB recognizes the efficiency and cost-savings of due diligence efforts that are conducted for investments that likely are suitable for a number of clients. This is especially true for open and closed end fund investments. However, applicants should be aware that SWIB places a high value on sourcing, analyzing and recommending investment opportunities that may only meet SWIB’s specific strategy. The investment consulting services requested under this RFP are for non-discretionary investment advice. a. Develop Investment Screening: Develop a structured process that will analyze the full universe of available open and closed end funds and efficiently identify those most appropriate for SWIB investment. Utilize a proprietary database for universe comparison and analysis. Typically, this will include a detailed analysis of those prospective investments sourced by SWIB. b. Identify New Opportunities: In concert with SWIB staff, identify new or limited access investments and make them available to SWIB. Develop and maintain a tracking list of funds with investment objectives and strategies that are consistent with SWIB’s strategy. c. Provide Manager Universe Database: Provide access to a database of real estate managers, including their philosophies, organizations, performance and clients. Manager information should be available for a wide range of real estate managers including, but not limited to, domestic and international managers core, value, opportunistic, JV’s, separate accounts, and funds. d. Develop Due Diligence Methodology: Work with SWIB staff to develop a due diligence methodology for analyzing prospective investments consistent with SWIB’s fiduciary standards. This will include independent analysis of performance data. Apply due diligence procedures to those prospective investments that SWIB selects for consideration. It is estimated that there will be 5 to 15 such investments analyzed each 2 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 4. 5. 6. 7. 8. 9. year. e. Make Investment Recommendations: Provide recommendation, whether positive or negative, for investment to the SWIB staff. This will include substantive written recommendations that will present the full results of the due diligence, strategic considerations and fit within the SWIB Real Estate portfolio. f. Negotiate Terms and Conditions: At SWIB staff’s request, assist in the negotiation of contract terms and conditions. Interface with legal counsel selected and retained directly by SWIB. When requested for the Real Estate Portfolio, review and recommend course of action on all partnership document amendments, consents, waivers or other legal actions. Provide recommendation letters to SWIB staff on a timely basis. g. Support staff in the evaluation of prospective real estate separate account managers and advisors. h. Provide staff with an analysis of market fee structures to support staff negotiations with managers. Portfolio Analysis a. Annual Review: On an annual basis, a comprehensive review of the portfolio. This must be available electronically and in written form. The annual Review should include comparative data of peer public pension funds, policies, practices and performance. b. Quarterly Report: This will include significant events occurring during the quarter. The report will include a discussion of economic conditions and Real Estate market conditions and activity. Arrange quarterly calls to discuss market and portfolio with staff. c. Periodic: Provide staff with summary information from any client conferences, Advisory Board Meetings, or meetings with managers and advisors that affect or are related to existing SWIB investments. When appropriate, discuss common investment activity among clients. Quarterly Benchmark discussion. Discuss with staff the quarterly performance and attribution of returns of the SWIB Real Estate benchmark. Pipeline Calls. Arrange bi-monthly calls with SWIB staff to discuss investment universe and Consultant pipeline of investment opportunities. Special Projects and Services. When requested, SWIB may require the Consultant’s assistance, advice, research and analysis in other matters that fall outside of the routine investment programs. Attendance at SWIB Staff and Board Meetings. Meet periodically with SWIB staff and attend meetings of the Board in Madison, Wisconsin (expectation will be at least 3 times per year). Related Services. Consultant may be asked to perform such other related duties or activities as may be required by SWIB provided they are consistent with Consultant’s response to SWIB’s Request for Proposals for Real Estate Consulting Services dated October 2013 (the “RFP Response”) and the services described in this Agreement. 3 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 PROPOSAL SPECIFICATIONS Proposal Specifications—Public Records Under Wisconsin’s public records law (Wis. Stat. §§ 19.31-19.39, the “Public Records Law”), upon the expiration of the response deadline, all responses shall be deemed public records and shall be subject to requests for public disclosure. Respondents should assume that materials included in their response constitute and are presumed to be public records and, as such, may be subject to disclosure under the Public Records Law, unless an exception is applicable. The Public Records Acknowledgement, which is included in this packet and must be completed and submitted with each response, contains additional information about the Public Records Law and the steps necessary to claim that materials included in a response are exempt from disclosure. Withdrawal/Irrevocability of Responses A respondent may withdraw and resubmit a response prior to the response deadline. No resubmissions will be allowed after the response deadline. Waiver/Cure of Minor Informalities, Errors and Omissions SWIB 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 any qualified respondents and to take any other measures with respect to this RFP in any manner necessary to serve the best interest of SWIB and its beneficiaries. Communications with SWIB SWIB’s Contact for this RFP is listed below. During the selection process communications with other SWIB officials are prohibited (other than routine business with existing service providers or for existing contractual relationships) in order to ensure integrity of the process. FAILURE TO OBSERVE THIS RULE MAY BE GROUNDS FOR DISQUALIFICATION. Rejection of Proposals SWIB reserves the right to request additional information from consultancies and reserves the right to reject any proposal without specifying the reason for its actions. Information and Representations The consultancies shall be bound by the information and representations contained in any response submitted. Contract Term and Funding The contract shall be effective on the contract execution date and shall continue until terminated, according to the terms of the agreement. Additional renewals or extensions of related work are optional. Award SWIB reserves the right to refrain from awarding all or any part of the engagement contemplated by this RFP. 4 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 The following additional caveats apply: Proposal Preparation Costs SWIB will not pay costs incurred in the preparation of the response to this request for proposal. All costs shall be borne by the consultancy. Submitted Documentation All sales, supporting materials, and other documentation submitted with the response will be retained by SWIB, unless otherwise requested by the consultancy at the time of submission. Market References Consultancies shall make no references to SWIB in any literature, promotional material, brochures, or sales presentations without the express written consent of SWIB. [Remainder of this page intentionally left blank] 5 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 PUBLIC RECORDS ACKNOWLEGEMENT We hereby represent, acknowledge, and agree as follows: (i) SWIB is a public agency subject to Wisconsin’s public record law (Wis. Stat. §§ 19.31-19.39, the “Public Records Law”), which provides generally that all records relating to a public agency's business are open to public inspection and copying unless exempted under the Public Records Law. (ii) Materials we submit to SWIB in connection with this request for proposals are open to public inspection under the Public Records Law unless such materials fall within an exemption under the Public Records Law. (iii) Our proposal INCLUDES / DOES NOT INCLUDE (circle one) materials that we believe are exempt from disclosure under the Public Records Law. (iv) To the extent our proposal includes materials that we believe are exempt from disclosure under the Public Records Law, we understand that we must: (1) provide a letter identifying the materials that we believe are exempt from disclosure and explaining the basis for exemption; and (2) submit, in addition to the regular version of our proposal, one copy of a redacted version that excludes the potentially exempt materials. (v) SWIB will presume that any materials that are not identified and redacted pursuant to paragraph (iv), above, are open to public inspection, and we waive any right to subsequently claim exemption from disclosure for any such materials. (vi) If we make an unreasonable claim for exemption under the Public Records Law, such claim may reduce the score for our proposal. (vii) SWIB at all times retains the right to make the final determination regarding what, if any, portion of a proposal is subject to disclosure under the Public Records Law. (viii) For the avoidance of doubt, SWIB will treat the terms of any agreement entered into as a result of the RFP as open to public inspection under the Public Records Law. ACKNOWLEDGED AND AGREED Date: Signature: Printed Name and Title: 6 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 TIMING OF THE PROCES S AND KEY CALENDAR DATES FIRM DATES RFP Release Date: Wednesday, October 23rd, 2013 Questions due from vendors: Wednesday October 30th, 2013, EOD *Q&A returned to vendors: By Friday, November 8th, 2013 (*Please see ‘Response Instructions’ on the following page for further information regarding questions.) Electronic and Hard Copy Response Due Date: Wednesday November 20th, 2013, 5:00 pm CST TENTATIVE DATES Vendor Presentations and Demos: Expected to be during the weeks of December 2nd and 9th, 2013 Vendor Selection and Commencement of Contract Negotiation: Following presentations Please note - BOTH the electronic and hard copy responses to this RFP are required to be received at SWIB’s office by 5:00 pm CST, November 20th, 2013. This timeline is tentative and can be modified at any time at SWIB’s discretion. 7 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 RESPONSE INSTRUCTION S All inquiries regarding this RFP must be sent to: rhiannon.friedel@swib.state.wi.us *In the event that there are questions regarding this RFP, the Q&A will be distributed to those firms that inquired or requested a copy of said inquires. Please submit one electronic copy via email and send 10 hard copies of the completed documents to: Ms. Rhiannon Friedel State of Wisconsin Investment Board Lake Terrace 121 E. Wilson St. Madison, WI 53703 Each hard copy package must include: The response and any exhibits The completed and signed ‘Public Records Acknowledgement form (page 6) The fee proposal (separately, as defined on page 13) The completed Representations and Warranties exhibit ( page 15) The electronic copy email must include: All of the aforementioned items; the fee proposal may be sent in the same email, but must be a separate attachment. Please note: SWIB expects all questions contained in this RFP to be answered. Unanswered questions may cause vendors to be eliminated. SWIB’s RFP is this Word document containing questions that require a written response. Enter your responses to the questions in this document. Changing the color, size, or font type of the response for each question is permissible. In responding, feel free to provide expanded detail regarding any limitation or constraint for each response. The RFP MUST be returned in its original format. Do not respond using Adobe PDF files. PDF files are acceptable for Appendices only. 8 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 SWIB will apply the following criteria in the selection of a consultant. The Search Committee will assign a rating to all qualifying Proposals in each of the categories listed below. Using these ratings as a guide, the Search Committee will select finalist(s) to receive further consideration. A. B. C. D. E. Depth, Stability and Capacity of Organization Depth and Experience of Personnel Investment Strategy, Search and Selection Capabilities Client Relations and References Fee Proposal 25 points 25 points 20 points 20 points 10 points You must limit your responses to the following Sections A through E to 30 pages. This does not include exhibits and attachments. SWIB reserves the right to request additional information. A. Depth, Stability and Capacity of Organization 1. Please provide the following information with respect to your firm: a) A brief history of your firm, including its year of organization and the percentage owned by current active employees; a list of the owners of your firm including individuals and all other entities. (b) The location of your firm’s headquarters and branch offices. (c) The ownership structure of your firm, including any parent, affiliated companies or joint ventures. 2. How many years has your firm been providing pension consulting services? To tax-exempt clients? To public pension fund clients? Please include the categories of services available to clients during this period. 3. Please describe any litigation regarding your firm’s consulting, advisory, or investment activities or other legal proceedings or governmental investigation. Provide an explanation and indicate the current status. 4. Please describe the financial condition of your firm and include a copy of the firm’s most recent audited financial statements and SAS 70. If these are not available, please provide an explanation. 5. Please provide a list of real estate clients indicating services provided, real estate assets under management, and length of relationship as of December 31, 2012. Of particular interest are clients where similar levels of real estate consulting services are provided. 6. Please describe any significant developments in the organization which have occurred since January 1, 2009 (changes in ownership, personnel reorganization, etc.). 7. Please describe any anticipated near term changes in the organization's basic ownership structure or any other significant changes in the organization. 9 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 8. Discuss your firm’s capacity to service an additional large client such as SWIB. Is your firm actively attempting to attract other clients? If so, how many and what size? 9. Are you registered with the SEC or a state securities regulator as an investment advisor? If so, please provide all the disclosures required under those laws, including your most recent Form ADV Part II and provide how many years the firm has been registered as an investment advisor. 10. Does your firm or any affiliate serve as an investment manager for clients? Does your firm or any affiliate act as a securities broker-dealer? 11. Do you or a related company receive any payments from investment managers? 12. Please list all lines of business and assets under management. Describe all sources of revenue for the firm. 13. Please provide your Code of Ethics. 14. If you are hired, will you acknowledge in writing that you have a fiduciary obligation as an investment adviser or consultant to the plan while providing the consulting services we are seeking? 15. Please describe any other circumstances that could conflict with your firm’s duty to provide unbiased service to SWIB, including any significant personal or business relationships of your firm or its key personnel that could affect services provided on SWIB’s behalf. 16. Please describe the levels of coverage for errors and omissions insurance and any other fiduciary or professional liability insurance your firm carries. List the insurance carriers supplying the coverage and their current A.M. Best or equivalent ratings. Confirm that such coverage will be applicable to proposer’s actions under the Contract and provide current certificates of insurance coverage. B. Depth and Experience of Personnel 1. Please name and include a detailed resume of the person(s) you propose to be Primary Contact(s) for SWIB. Please state which of your firm’s offices would service this account. 2. Please provide an organizational chart, as an exhibit, showing functions, positions, and titles of all personnel involved in providing real estate consulting services. 3. Please identify all principals of your firm and designate which individuals, including research and systems support personnel, will be providing services to SWIB. Include the length of experience in providing monitoring and reporting services, any specialty expertise they possess, the highest educational degree they have attained and any professional designations they have earned. Name Title Years With Firm RE Consulting Experience Education 4. Please provide, as an exhibit, a detailed resume on all the individuals listed above. 10 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 5. Please explain how the team dedicated to the SWIB account would function, including Primary Consultant(s), back-up, quality control, research, and support services. In addition, please explain how the team will interact and communicate with SWIB. 6. Indicate when and why any personnel left or joined the firm in the last five years. (For personnel who have left indicate job titles and years with the firm and who replaced them). 7. Please describe your firm’s backup procedures in the event the key staff assigned to this account should leave the firm or will be unavailable for an extended period of time (e.g., vacation, illness). 8. Please describe the ability/willingness of personnel to take on additional projects and use specific examples. 9. Please describe the team’s ability and experience to advise SWIB personnel on real estate investment matters, and the ability to answer detailed or complex questions. 10. Please list the Primary Consultant(s)’ current clients and engagements by asset size, type of client (e.g., public fund, corporate fund, endowment) and type of engagement (e.g., general consulting services, monitoring and reporting services, project-based service). Indicate what steps will be taken to assure that the Primary Contact(s) has time to dedicate to this engagement. 11. Describe your firm’s compensation arrangements for senior management and the Primary Consultant(s), including any incentive and other bonuses and how and for what they are awarded. Does staff participate in equity ownership? If ownership is not available, is there a specific arrangement for sharing in the profits earned by the enterprise? What specific incentives are employed to ensure key professionals do not leave your firm? C. Investment Strategy Search and Selection Capabilities 1. What is your firm’s competitive advantage in providing real estate consulting services to SWIB? 2. Please describe your firm’s experience in analyzing and recommending the following types of real estate: separate accounts, joint ventures, operating companies, REITs, open and closed end funds, core, value and opportunistic strategies, debt, equity, and international and any other classification (if applicable). Please note whether this experience was as a consultant, a discretionary manager, or both. 3. Please list, as an exhibit, your firm’s historical recommendations and your clients’ commitments to real estate strategies. 4. Please describe your firm’s process and sources of data for providing analysis, valuation and oversight of SWIB’s Real Estate Portfolio. 5. Please describe your firm’s process for the evaluation and selection of real estate opportunities for SWIB. Include how your firm evaluates a manager’s personnel and organization, investment philosophy, investment style(s) and products, research capabilities, financial condition, assets under management, type of clients, client service, management fees, and carried interest. 11 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 6. Does your firm maintain or have access to a database of real estate managers and advisors? How many managers and advisors are contained in this database? Please separate the managers and advisors by investment types. 7. Please describe how your firm gathers, verifies, updates, maintains and analyzes the data collected on real estate managers for the database. Discuss how your firm verifies the accuracy and appropriateness of data submitted by real estate managers. Describe the screening variables and capabilities of the database. 8. How does your firm monitor partnerships and jv agreements that are winding down? 9. How does your firm monitor general partner adherence to limited partnership and jv agreements? 10. Please describe your firm’s process for providing oversight for SWIB’s real estate managers, including, but not limited to, overseeing performance, risk, investment objective, integrity, contract compliance, account restrictions, activities creating potential conflicts of interest and reporting requirements. 11. Please provide, as an exhibit, a recent representative investment recommendation. 12. Please provide, as an exhibit, an example of your due diligence model. 13. Please provide, as an exhibit, a list of all of the real estate funds in which your firm currently holds an advisory board seat, and the name of the Consultant(s) that holds such seat. 14. Please provide, as an exhibit, an example of reviews conducted of General Partner relationships following advisory board or annual meetings. 15. Please describe how investment opportunities are allocated among clients and whether any clients or funds have preference or priority. If any clients or funds have similar or overlapping investment strategies, please indicate specifically how any allocation issues have been resolved. In addition, please indicate: a. If the firm currently reports to clients the results of the firm’s allocation process, on an annual or other periodic basis. b. If the firm would be willing to provide such allocation reports to SWIB on a periodic basis. 12 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 D. Client Relations and References 1. Please indicate in the chart below the composition of your firm’s client base using the number and percentages of clients. Please explain if your firm’s client base is heavily weighted to any particular type of investor. Client Type Public Pension Funds Corporate Pension Funds Endowments/Foundations Other (Specify) TOTAL Number ________ ________ ________ ________ ________ Percentage _________ _________ _________ _________ 100% Please indicate the number and percentage of clients that retain your firm on a discretionary vs. non-discretionary basis. 2. Please provide a client list of the ten (10) largest clients including name, contact, telephone number, asset values, number of years the client has retained your firm and product or service the client uses. In addition, include all of the information for your public fund clients regardless of their size. Be aware that SWIB may contact any of these clients as references. 3. Please give details on the number, name(s) and asset values of any client relationship that were either terminated or not renewed since January 1, 2008, with reasons for the termination or nonrenewal. 4. Please give details on the number, name(s) and asset value of any new client relationship gained since January 1, 2008. 5. Please explain your firm’s goals, plans and desires for expansion. Is there a limit to the number of new clients your firm will accept? At what point will your firm need to add additional staff? What is the client/consultant ratio of both your firm and the proposed Primary Consultant? 6. Please provide a list of your firm’s discretionary clients and assets that your firm manages for each such client. Executive Summary Please submit an executive summary, consisting of not more than three (3) one-sided pages, that summarizes the contents of the Proposal with your firm’s name identified on the top of the first page. 13 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 E. FEE PROPOSAL The services detailed under “SCOPE OF SERVICES” section of this RFP should form the basis for the proposed fees and should be referred to for a detailed description of the services required of the successful proposer or proposers. Fees should be split into those for routine mandatory services and services which are ad hoc or upon request of SWIB staff. The method of payment will be set forth in the contract. Once the consultant is selected, the fee may be negotiated further depending on the variance from the other proposals. In no case will the negotiated fee be higher than the fee contained in the proposal. All retainer and project-based fees shall include all expenses of the proposing firm during the term of the contract. FEE PROPOSAL MUST BE SUBMITTED IN A SEPARATE, SEALED ENVELOPE, CLEARLY LABELED WITH YOUR FIRMS NAME. Fees – Mandatory Services Real Estate Consulting Services $ Fees – Ad Hoc or upon request services $ Proposers must also submit an hourly rate, effective for the term of the contract, for related services which are outside the scope of the contract. Name of Firm Date Signature Title 14 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 Exhibit D REPRESENTATIONS AND WARRANTIES All proposers are required to submit an executed copy of this exhibit as an attachment. a. Proposer warrants that it meets, or will meet before the award of the Contract, the bonding requirement provided by Section 412 of the Employment Retirement Income Security Act of 1974 (ERISA) or that it carries at least an equivalent fidelity bond that will be applicable to proposer's actions under that Contract (unless exempt, and explanation of exemption is attached) and will provide a certificate of insurance coverage evidencing same. b. Proposer warrants that all the information it provides in the response to this RFP is true and correct and does not omit any material facts or information that is responsive. c. Proposer warrants that it agrees to be a fiduciary to SWIB and will not delegate its fiduciary responsibilities assumed under the Contract. d. Proposer warrants that it has completed, obtained, and performed all filings, registrations, approvals, authorizations, consents or examinations required by a government or governmental authority for acts contemplated by the Contract. e. The consultant represents and warrants that it has disclosed in writing to SWIB any and all of its compensation arrangements and vehicles for the exchange of consideration, directly or indirectly, with funds, fund managers, other consultants, service providers, actuaries, brokers, research firms, custodians, administrators or any other providers whose services are marketed to or retained by pension funds or whose services the consultant is in a position to recommend to clients. This shall include arrangements and vehicles involving affiliates or related entities and shall explicitly cover sponsorship or production of conferences and similar events, as well as identification of the parties and amounts of consideration involved. The consultant also represents and warrants that it will notify SWIB in writing if, during the course of providing its Services hereunder, there are any material changes in its disclosure. Violation of this paragraph by the consultant shall entitle SWIB to terminate this letter agreement and withhold any unpaid fees or expenses. f. Proposer warrants that it meets all of the minimum criteria applicable to the firm under this RFP as follows: [Please list each minimum requirement and specifically describe how your firm meets the applicable minimum qualifications specified in the “MINIMUM CRITERIA” section on page 1] Name of Firm Date Signature Title 15 121 E. Wilson St. │ P.O. Box 7842 │ Madison, WI 53707 Tel: (608) 266-2381 │ Fax: (608) 266-2436 Exhibits Exhibit A - SWIB Annual Report Exhibit B - Chapter 25 of the Wisconsin State Statutes Exhibit C - List of SWIB’s Real Estate Investments Exhibit D - Representations and Warranties (page 15) 16