140 East Town Street / Columbus, Ohio 43215-5164 / Tel. (614) 228-2975

Request for Proposal

Non-Discretionary Private Markets Advisory/Consulting Services - 2013

140 East Town Street / Columbus, Ohio 43215-5164 / Tel. (614) 228-2975 /

September 3, 2013

Dear Potential Provider:

The Ohio Police & Fire Pension Fund (“OP&F”) is requesting proposals from qualified firms interested in providing non-discretionary advisory/consulting services for private markets investments. The specific services requested via this Request for Proposal (“RFP”) are contained in Section II, Scope of Services.

If you are interested in responding, please submit your completed proposal (email and hard copies) by 3:00 PM, ET, Friday, October 4, 2013, to:

Mr. Theodore Hall

Chief Investment Officer

Ohio Police & Fire Pension Fund

140 East Town Street, 8th Floor

Columbus, OH 43215-5164

Additional instructions for proposal submission are included in the RFP. Questions concerning the RFP must be submitted in writing by 3:00 PM, ET, Wednesday, September18, 2013.

It should be noted that under state law, third party marketing fees are prohibited if they are contingent upon the outcome of OP&F’s decision. As such, the contract and any response must include a representation that no such fees are being paid. Potential candidates to this RFP should review Section 101.97 of the Ohio Revised Code as described in the attached Exhibit C.

Finally, the Investment Adviser selected to perform the services described in this RFP will be required to acknowledge and agree, without limitation, that the Investment Adviser will serve as a fiduciary to OP&F, as described in Sections 742.11 and 742.112 of the Ohio Revised Code.

Thank you for your interest in this RFP and we look forward to your response.

Sincerely,

Mr. Theodore Hall

Chief Investment Officer

I.Background Information

OP&F is a statewide defined benefit retirement plan for the police and firemen employed by the municipalities, townships and villages of Ohio. Benefits include service retirement, disability retirement, survivor benefits, and health care coverage for benefit recipients and their dependents. General administration and management of the plan is vested in the OP&F Boardestablished under Chapter 742 of the Ohio Revised Code.

As of June 30, 2013, investment assets totaled $12.94 billion and were broken out as listed in the below table.

June30, 2013 / June30, 2013 / Long-term
Asset Class / Actual ($bil) / Actual % / Target %
Domestic Equity / $3.76 / 29.1% / 18.5%
Non-U.S. Equity / $3.06 / 23.7% / 18.5%
Core Fixed Income / $1.37 / 10.6% / 11.5%
GIPS / $0.87 / 6.7% / 6.5%
High Yield / $1.23 / 9.5% / 15.0%
Real Estate / $1.22 / 9.4% / 12.0%
Private Markets / $0.56 / 4.4% / 8.0%
Timber / $0.08 / 0.6% / 5.0%
MLPs / $0.69 / 5.3% / 5.0%
Cash & Cash Equivalents / $0.09 / 0.7% / 0.0%
Total / $12.94 / 100.0% / 100.0%

OP&F began investing in private markets in 1982. From inception through 1999 (and as required by statute until 1997), private markets exposure was implemented only through investments in Ohio-based individual partnerships, as fully defined in OP&F’s Private Markets Investment Policy attached as Exhibit D. Beginning in 2000, OP&F broadened its implementation approach to include domestic and international fund-of-funds, secondary partnerships or fund-of-funds, while still investing with Ohio-based individual partnerships on an opportunistic basis. Beginning in 2009, OP&F once again broadened its approach to investing in the asset class by making capital commitments to non-Ohio-based individual partnerships, along with the aforementioned investment vehicles. However, excluding certain exceptions, the non-Ohio based individual partnerships to which OP&F can make capital commitments are limited to partnerships to which one of our existing fund-of-funds has also approved a primary commitment. For informational purposes, please find attached in Exhibit E a list of the active individual partnerships (excluding active fund-of-funds and secondary partnerships) to which OP&F has committed capital since inception in 1982.

Given OP&F’s current 8% target allocation to private markets and our desire to implement our primary private markets exposure mainly through individual partnerships on a go-forward basis, OP&F is seeking an adviser/consultant to assist in the investment sourcing and evaluation (i.e. due diligence) of private markets investment candidates.

Based on current assumptions and the status of OP&F’s private markets portfolio, OP&F expects to annually commit approximately $330 million to the asset class over the next ten years, achieving our targeted allocation of 8% in 2018, or six years from now. Each year, OP&F staff and Wilshire Associates, our general investment consultant, present a Private Markets Investment Plan to OP&F’s Board for consideration setting forth the proposed investment activity for the private markets asset class for the ensuing year based on both updated assumptions and status of OP&F’s investment assets. The average recommended capital commitment to a private markets investment is expected to be $30-$50 million, dependent upon the strategy, partnership size, etc. Therefore, OP&F expects, based on the current pacing model, to make 6-10 private markets investments per year.

II.Scope of Services

The purpose of this RFP is to select an Investment Adviser to provide non-discretionary advisory/consulting services for private markets investments. For purposes of this RFP, the term “private markets” refers to venture capital and private equity investments (including, but not limited to, buyouts, mezzanine, distressed debt and special situations). The specific services to be provided by the Investment Adviser shall include, but not be limited to, the following:

1. Investment Sourcing & Due Diligence

1. Develop a structured, perpetual screening process on the global universe of private markets investment opportunities and provide monthly reports and conduct periodic pipeline calls with OP&F summarizing such screening activity.
2. Assist in identifying attractive investment opportunitiesfor OP&F taking into account portfolio construction and policy considerations, and if available, provide OP&F preliminary summary reports on these prospective investment opportunities to determine if full comprehensive due diligence should be performed.
3. Support OP&F in conducting full comprehensive due diligence on prospective investment opportunities, including those that may be sourced by OP&F.
4. Provide written due diligence and recommendation/non-recommendation reports to OP&F to aid in investment recommendations to the OP&F Board for consideration.

1. Knowledge Transfer Activities

1. Provide educational and/or training sessions on private markets investing to OP&F, including the Investment Adviser’s sourcing and due diligence process.
2. Allow jointOP&F and Investment Adviser due diligence visits regarding potential investment opportunities.
3. Provide OP&F private markets research and publications used by Investment Adviser.

OP&F will select an Investment Adviser in accordance with the Selection Criteria contained in Section VII of this RFP. The Investment Adviser selected to perform these services will also be required to attend meetings in Columbus, Ohio, and allow site visits when necessary.

III.Proposal Specifications

A.Proposal Deadline

The completed proposal (email and hard copies) must be delivered by 3:00, PM, ET, on Friday, October4, 2013. Any proposal delivered after the proposal deadline will not be considered. Faxed transmissions are not acceptable. The email transmission and anoriginal (unbound) and two copies (bound) of the completed proposal are to be sent to the attention of:

Mr. Theodore Hall

Chief Investment Officer

Ohio Police & Fire Pension Fund

140 East Town Street, 8th Floor

Columbus, OH 43215-5164

The questions and/or requests made in this RFP shall be duplicated in their entirety in the proposal with each question and/or request repeated before the answer or response.

The proposal must be accompanied by a cover letter that should be signed by at least one individual who is authorized to bind the firm contractually. The cover letter must include: a) the firm name, address, E-mail address and telephone/fax numbers; b) the client contact; c) the title or position which the signer of the cover letter holds in the firm; and d) a statement to the effect that the proposal is a firm and irrevocable offer of the firm.

The Representations and Warranties contained in Section VIII of this RFP, signed by an authorized officer of the firm, must be included as an attachment to the cover letter previously referenced.

All proposals will not be available for public inspection until a final contract has been entered into with the successful proposer. All proposals received in response to the RFP will be maintained by OP&F and are a matter of public record and subject to public inspection.

B.Communications with OP&F

OP&F's contact for this RFP is:

Mr. Theodore Hall

Chief Investment Officer

Ohio Police & Fire Pension Fund

140 East Town Street, 8th Floor

Columbus, OH 43215-5164

Phone: (614) 628-8414

Fax: (614) 228-0451

As of September 3, 2013, firms which intend to submit a proposal should not contact any member of OP&F staff or members of the Investment Committee/Board of Trustees. An exception to this rule applies to firms who currently do business with OP&F, such as OP&F's current investment managers, but any contact made by such firms with persons other than the Procurement Officer should be limited to that business, and should not relate to this RFP. In addition, such firms should not discuss this RFP with any employee of OP&F's custodians (Huntington & JPMorgan Chase), outside managers, or consultants.

C.Questions Relating to this RFP

All questions concerning this RFP must be received by OP&F by 3:00, PM, ET on Wednesday, September18, 2013in writing via email to the following address: . Questions received in accordance with this section will be answered directly to those firms posing a question and will be available to all firms as follows: By September 25, 2013, a copy of all questions and answers may be obtained by accessing the OP&F web page at selecting the link entitled About OP&F at the top of the page, next selecting the RFP’s link on the left side of the page and then selecting the Q&A link for the 2013 Private Markets Advisor/Consultant Search. Questions submitted after the question deadline will not be considered.

D.Incurring Costs

OP&F will not reimburse the recipients of this RFP for costs incurred in the preparation of the proposal.

E.Rejection of Proposals

OP&F reserves the right to reject any non-qualifying proposals, as well as the right to reject all proposals submitted under this RFP.

F.Fiduciary Bond Insurance Requirements

OP&F will require the Investment Adviser to have not less than $5 million of employee dishonesty (fidelity) coverage. If retained, the Investment Adviser will be required to certify that it is compliant with this requirement by furnishing a current certificate of insurance that includes all of the following information:

1. Coverage (one of the following types of policies is acceptable):

(a.) Financial Institution Bond (e.g. Bankers Blanket Bond, Insurance Company Bond, Stockbrokers Blanket Bond)

(b.) Commercial Crime (may state “Employee Dishonesty”, but not “Errors and Omissions”).

(c.) Fiduciary Fidelity Bond (As an alternative to a separate fiduciary bond policy, please show certification that you are in compliance with Section 742.112 of the Ohio Revised Code, in lieu of Section 412 of the Employee Retirement Income Security Act of 1974. This requires proof that you have raised the bond to $5,000,000 from ERISA’s $500,000 requirement.)

2. Limit of Insurance (this must be at least $5,000,000).

3. Name of Insurance Carrier(s)

4. Policy Number(s)

5. Policy Period (Please show both the effective date and the cancellation date.)

6. Ohio Police and Fire Pension Fund listed as an additional named insured on the face of the insurance certificate.

G.Disclosure Requirements

OP&F has adopted a Vendor Disclosure Policy that is attached as Exhibit A. Respondents to the RFP will need to review the requirements in sections 1 and 2 of Exhibit A, and if selected by the OP&F Board, will be required to provide written disclosure to OP&F as set forth in Exhibit A.

In addition, potential respondents to the RFP should review the summary of the reporting and registration requirements described in the attached Exhibit B and will be expected to comply with these reporting and registration requirements, as applicable.

IV.Selection Process

A.Non-Qualifying Proposals

OP&F will evaluate each proposal to determine if it was submitted in accordance with the requirements set forth in this RFP, including whether the proposing firm meets the minimum criteria. All non-qualifying proposals not subject to the waiver/cure of minor information will be rejected at this time and the proposing firm so notified.

B.Selection of Investment Managers

Staff will evaluate all RFPs having met established criteria and produce written reports summarizing the findings and firm rankings to the Investment Committee/Board of Trustees. The Investment Committee/Board of Trustees will consider the staff reports as well as other material information when determining the list of firms for finalist interviews. The Investment Committee/Board of Trustees will interview and evaluate the finalists with the assistance of staff. The staff and/or Investment Committee/Board of Trustees may conduct a due diligence visit with the finalists. The Investment Committee/Board of Trustees may approve, fail to approve or modify the scope of services sought, proposed fees, etc. of the approved Investment Adviser.

V.Tentative Time Table

The following is the tentative time schedule for OP&F's search for firms to provide non-discretionary advisory/consulting services for private markets investments. All dates are subject to modification by OP&F.

Issuance of RFP:September3, 2013

RFP Question Deadline:September 18, 2013

(Firm)3:00 PM, ET

Response to Written Questions:By September 25, 2013

RFP Response Deadline:October 4, 2013

(Firm)3:00 PM, ET

Notification of Finalists:Week of December 16, 2013

(Tentative)

Investment Committee/Board Interviews:Week of January 27, 2014

(Tentative)

VI.Minimum Criteria

All firms submitting proposals must meet the following minimum criteria:

1.The firm must be a registered investment adviser under the Investment Advisers Act of 1940. The firm must submit its full Form ADV (Parts I and II).

2.The firm must have a minimum of $5.0 billion in private markets assets under management and/or advisement, based on net asset value, as of June 30, 2013.

3.The firm must provide private markets advisory/consulting services to at least three tax-exempt, institutional clients as of June 30, 2013.

4.The primary consultant(s) assigned to OP&F must each have a minimum of five (5) years of private markets advisory/consulting experience and have been employed by the firm for at least three (3) years as of June 30, 2013.

5.The firm must have been in operation for at least three (3) years as of June 30, 2013.

6.The firm must be directly responsible for the management or advisement of the account, and all personnel responsible for the account must be employees of the firm.

VII.Selection Criteria

OP&F may apply the following criteria in the selection of an Investment Adviser.

A.Stability and experience of firm;

B.Quality, stability, depth and experience of personnel;

C.Client service and relationships;

D.Quality and depth of private markets advisory/consulting services;

E.Independence of judgment and freedom of conflicts; and,

F.Proposed fees.

VIII.Representations and Warranties

All proposers are required to submit an executed copy of the following Representations and Warranties as an attachment to the cover letter described in Section III of this RFP:

A.Proposer accepts fiduciary responsibility with respect to the services provided and warrants that it will not delegate its fiduciary responsibilities.

B.Proposer warrants that it has completed, obtained, and performed all registrations, filings, approvals, authorizations, consents or examinations required by a government or governmental authority.

1. Proposer represents and warrants that the proposer has not and will not pay any remuneration directly or indirectly to any third party to influence OP&F’s decision or to lobby OP&F in connection with the agreement, including but not limited to a finder’s fee, cash solicitation fee or fee for consulting, lobbying or advising on or obtaining business from OP&F. Proposer also represents, warrants, and covenants that it will not receive any compensation or other remuneration other than from OP&F for advice or services related to OP&F or obtaining contracts for OP&F.

D.Proposer warrants that it meets all of the minimum qualifications applicable to the firm under the RFP as follows:

[Please list each minimum criterion (pages7-8) and specifically describe how your firm meets the applicable minimum qualifications specified in Section VI.] Failure to do so may be cause for disqualification. The criterion are:

1.The firm must be a registered investment adviser under the Investment Advisers Act of 1940. The firm must submit its full Form ADV (Parts I and II).

2.The firm must have a minimum of $5.0 billion in private markets assets under management and/or advisement, based on net asset value, as of June 30, 2013.

3.The firm must provide private markets advisory/consulting services to at least three tax-exempt, institutional clients as of June 30, 2013.

4.The primary consultant(s) assigned to OP&F must each have a minimum of five (5) years of private markets advisory/consulting experience and have been employed by the firm for at least three (3) years as of June 30, 2013.

5.The firm must have been in operation for at least three (3) years as of June 30, 2013.

1. The firm must be directly responsible for the management or advisement of the account, and all personnel responsible for the account must be employees of the firm.

______

Name of FirmDate

______

SignatureTitle

IX.QUESTIONNAIRE

NON-DISCRETIONARY ADVISORY/CONSULTING SERVICES for

PRIVATE MARKETS INVESTMENTS

FIRM NAME:

ADDRESS:

TELEPHONE #:

FACSIMILE #:

E-MAIL ADDRESS:

CLIENT CONTACT:

SIGNED:

Name (print):

Title:

Date:

A.STABILITY & EXPERIENCE OF FIRM

1.Indicate your firm’s fiduciary classification:

Bank

Insurance Company

Registered Investment Adviser

(Investment Advisors Act of 1940)

Affiliate of Fiduciary

(Name and Classification):

Other:

2.Please provide the month and year of your firm’s organization. Please provide the month and year of SEC 1940 Act registration. Please provide a copy of the firm’s most recent Form ADV (Part I &II and accompanying schedules) and attach as Exhibit A to your response.

1. Does your firm file Form PF, Reporting for Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors? If so, please attach the most recent filed Form PF as Exhibit B to your response.

1. Will your firm act as a fiduciary to OP&F with respect to the services sought in this RFP? Please explain if your firm will not act as a fiduciary.

1. Please provide your firm’s experience and history in providing advisory/consultingservices for private markets investments both on a discretionary and non-discretionary basis to similar institutional investors like OP&F? Please describe what other services your firm or any subsidiary or affiliate provides in addition to private markets advisory/consulting services.

1. Describe the ownership of the firm, including but not limited to, affiliations, subsidiaries and employee ownership. List all owners and describe ownership by percentage.

1. Please provide the following organizational charts attached as Exhibit C to your response:

a.Parent/subsidiary relationships.