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Norfolk County Retirement System

Private Equity Fund-of-Funds Request for Proposal

January 2015

THE NORFOLK COUNTY RETIREMENT SYSTEM

480 Neponset Street, Bldg. 15, Canton, MA 02021

REQUEST FOR PROPOSAL

PRIVATE EQUITY FUND-OF-FUNDS

JANUARY 2015

I. INTRODUCTION

The Board members of The Norfolk County Retirement System (“NCRS”) are currently seeking Requests for Proposal fora Private Equity Fund-of-FundsManager. The Private Equity Fund-of-Funds shall allow the limited partner to invest in global private equity Fund-of-Funds or in individual sub-allocations of the offering. As an example, the fund-of-funds should allow access to a Venture Capital, U.S. Private Equity, International Private Equity individually or as portfolio that combines the three strategies in one single offering. Additionally, the offering is not a blind pool and investors will have full visibility in the partnerships that the fund-of-funds will invest.The NCRS seeks to allocate as much as $ 10 million to this request for proposal.

Massachusetts Governor Deval Patrick has signed an Act Providing for Pension Reform and Benefit Modernization (Chapter 176 of the Acts of 2011) that, among other initiatives, sets forth a specific statutory process to be followed by Retirement Boards when procuring and contracting for certain services. It is important to note that, although this law requires the Retirement Board to adhere to that specific process in obtaining the enumerated services, under Massachusetts General Laws Chapter 32, Section 23(3) Board members, as fiduciaries, must meet the standard of a prudent expert in taking all actions related to procurement and contracting. Any award of funds pursuant to this search will be subject to: (1) formal approval by the Board and (2) approval by the Public Employee Retirement Administration Commission, PERAC, which is the entity that regulates the investment decisions made by the Board. In addition, allocated funds would be managed in accordance with Massachusetts General Laws Chapter 32, Chapter 176 of the Acts of 2011 and the regulations of the Public Employee Retirement Administration Commission, 840 CMR.

ALL PROPOSALS SHALL BE DEEMED TO BE PUBLIC RECORDS AND WILL BECOME THE PROPERTY OF THE NORFOLK COUNTY RETIREMENT SYSTEM. IF AN APPLICANT BELIEVES THAT THEIR PROPOSAL CONTAINS PROPRIETARY OR TRADE SECRET INFORMATION THAT THE APPLICANT IS NOT WILLING TO MAKE PUBLIC, EVERY ATTEMPT WILL BE MADE TO HOLD SUCH INFORMATION IN CONFIDENCE, WHILE COMPLYING WITH THE MASSACHUSETTS PUBLIC RECORDS LAW.

II. TIMETABLE

The following is an estimated timeline as it pertains to this search and may be adjusted at the discretion of The Norfolk County Retirement System any time during this selection process.

Due Date of Proposal/ “Quiet Period” Begins / 2:00 PM EST onFriday, January 30th 2015
Date Proposals Will Be Opened / To Be Determined
Presentation & Finalist Selection / To Be Determined
Final Presentation (if necessary) / To Be Determined
Manager Funding / To Be Determined

PLEASE NOTE: Proposals or unsolicited amendments will not be accepted after the due date and time. Proposals will automatically be disqualified if they are submitted after this date and time or if proposals are incomplete. Applicants should prepare accordingly. The Board reserves the right to make an award without interviewing bidders. Therefore, submittals should be based on the most favorable terms that the bidder could propose to the Board. The Board shall have sole discretion in deciding which bidders, if any, will be interviewed. The Board reserves the right to reject at its sole discretion any and all submittals received, whether prior to or after the bidders’ interviews. Submission of an RFP does not entitle a bidder to an interview. In the event that none of the proposals are satisfactory to the NCRS, no selection will be made. There is no express or implied obligation for the NCRS to reimburse Vendors for any expenses incurred in preparing proposals in response to this RFP.

III. SUBMITTAL INSTRUCTIONS

Completed proposals shall consist of a Technical Proposal and PERAC Forms. The Technical Proposal shall consist of the following documents: (1) Completed response to the questions posed in this RFP, along with any additional information you may wish to provide about your company and services, (2) a completed executive summary, (3) the minimum criteria sheet and (4) the manager contact sheet. Please note items 3 and 4 can be found on the following pages of this document.

The PERAC forms that shall be included in the second envelope shall include the following PERAC forms: (1) Vendor Certification of Good Faith, (2) Vendor Annual Disclosure of Compensation Received, (3)Vendor Annual Disclosure of Compensation Paid, (4) Vendor Disclosure of Conflict of Interest, (5) Placement Agent Statement,and (6) PERAC Acknowledgement form. Items 1through 5 can be found by clicking on the hyperlink while item 6 can be found on the following pages of this document.

Hard copy submittals: Hard copy submittals shall be mailed to Kathleen Kiely-Becchetti, Esq. at the office of The Norfolk County Retirement System, 480 Neponset Street, Bldg. 15, Canton, MA 02021 and shall contain two sealed envelopes: one labeled “PRIVATE EQUITY FUND-OF-FUNDSMANAGER SERVICES RFP - JANUARY 2015” and another labeled “PRIVATE EQUITY FUND-OF-FUNDS RFP – PERAC FORMS - YOUR FIRM’S NAME – JANUARY 2015”. Both of which include the corresponding documents noted above. Proposals shall include a cover letter that is signed by an official with power to bind the proposal and contain a statement that the proposal is firm through June 30, 2015 or the fund’s final closing.

Candidates shall also mailone hard copy of ONLY THE PERAC FORMSin a sealed envelope labeled “PRIVATE EQUITY FUND-OF-FUNDS MANAGERSERVICES RFP – PERAC FORMS - YOUR FIRM’S NAME – JANUARY 2015” to Gus Aristizabal, Wainwright Investment Counsel, LLC, One Boston Place, 41st Floor, Boston, MA 02108-4494.

All documents sent hard copy must be original; no reproductions, faxed or scanned copies of the documents will be accepted.

Email submittals: Please submit one complete copy of the four documents required in the Technical Proposal by email to Gus Aristizabal at .

Candidates should note that the executive summary is in the form of a Microsoft Excel spreadsheet, which was included in the ZIP file that you downloaded from our website as part of the RFP package, and should be submitted as Microsoft Excel; DO NOT PDF THE EXCEL SPREADSHEET.

A checklist of the documents that should be submitted for each requirement is included on the following page for clarity.

Hard Copy Submittal / Email Submittal
Norfolk County / Wainwright / Wainwright
ONLY
Technical Proposal, which includes:
1. / A completed Technical Proposal (on the following pages) /  / 
2. / A completed Executive Summary /  / 
3. / Manager Contact Sheet (on the following pages) /  / 
4. / Minimum Criteria Sheet (on the following pages) /  / 
PERAC Forms, which include:
1. / Vendor Certification of Good Faith Proposal /  / 
2. / Vendor Annual Disclosure of Compensation Received Form /  / 
3. / Vendor Annual Disclosure of Compensation Paid Form /  / 
4. / Vendor Disclosure of Conflict of Interest Form /  / 
5. / Placement Agent Statement /  / 
6. / PERAC Acknowledgement form (on the following pages) /  / 

IV. COMMUNICATING WITH THE NCRS

In an effort to keep accurate records of inquiries made regarding this RFP, all questions regarding completion of the questionnaire should be sent by email to: . Telephone inquiries regarding this RFP will not be accepted, acknowledged or returned.

V. QUIET PERIOD

A “quiet period” will commence upon the due date of this RFP and will end when an agreement is reached with the Investment Manager. The objectives of the quiet period policy are to ensure that:

  • Prospective investment managers have equal access to information regarding the search parameters;
  • Communications related to the selection are consistent and accurate;
  • The process of selecting the investment manager is efficient, diligent, and fair.

PLEASE DO NOT TRY TO SET UP MEETINGS OR INITIATE DUE DILIGENCE CALLS DURING THE QUIET PERIOD.

VI. EVALUATION & SELECTION PROCESS

The Board, in conjunction with its Investment Consultant, will conduct an initial evaluation of the responses to this RFP, which will be based solely on the criteria set forth in the RFP. Each proposal will be rated as “Highly Advantageous”, “Advantageous”, “Not Advantageous” or “Unacceptable”in accordance with state regulations and in doing so will consider the following evaluation criteria:

  1. Process implementation as measured by services provided.
  1. Track record on the proposed offering.
  1. Ownership structure of the firm.
  1. Stability of the firm's client base.
  1. Stability of the management team.
  1. The scope, experience and uniqueness of services offered.
  1. Fees and the cost of performing investment management services.
  1. Robust level of experience and knowledge regarding Massachusetts public pension fund investment regulations and restrictions.
  1. Experience in dealing with public pension systems and agencies.
  1. Data presented in a clear, concise and easy to follow format.

Proposals whose services do not meet the criteria, fail to submit any documentation required by the “Request for Proposal” or whose firms are not willing to comply with the regulations promulgated by PERAC or by Norfolk County Retirement System will be assigned a rating of “Unacceptable” and will not be considered.

Proposals containing “optional” services will not be given a higher rating.

Any revisions to a proposed plan for providing services should be obtained by negotiation prior to awardingthe contract. It should be noted that any such revision that is agreed to by the Retirement Board that diminishes the rights of the Retirement Board as originally proposed may result in a violation of fiduciary duty. The Retirement Board shall determine the most advantageous proposal from a responsible and responsive offer taking into consideration price and the evaluation criteria.

VII. MANDATORY CONTRACTUAL TERMS & CONDITIONS

Massachusetts General Laws Chapter 32 Section 23B requires that each contract with an “investment service provider” include certain mandatory terms and conditions, which must be agreed to by the contractor as part of this RFP process. The relevant terms of the statute are:

“(k)(1) In the event of a competitive process to select an investment service provider the requestfor proposals shall include mandatory contractual terms and conditions to be incorporated intothe contract including provisions:

(a) Stating that the contractor is a fiduciary with respect to the fundswhich thecontractor invests on behalf of the Retirement Board;

(b)Stating that the contractor shall not be indemnified by the Retirement Board;

(c) Requiring the contractor to annually inform the commission and the Board of anyarrangements in oral or in writing, for compensation or other benefit received orexpected to be received by the contractor or a related person from others inconnection with the contractors services to the Retirement Board or any other client;

(d) Requiring the contractor to annually disclose to the commission and theRetirement Board compensation, in whatever form, paid or expected to be paid,directly or indirectly, by the contractor or a related person to others in relation to thecontractors services to the Retirement Board or any other client; and,

(e) Requiring the contractor to annually disclose to the commission and theRetirement Board in writing any conflict of interest the contractor may have thatcould reasonably be expected to impair the contactor’s ability to render unbiasedand objective services to the Retirement Board. Other mandatory contractual termsand conditions shall address investment objectives, brokerage practices, proxy votingand tender offer exercise procedures, terms of employment and terminationprovisions.

(f) A Retirement Board shall not award a contract for a term exceeding 5 years, including any renewal, extension or option; provided, however, that a Retirement Board may participate in a limited partnership, trust or other entity with a term for a period longer than 5 years as part of an investment of system assets.

In addition, each contract shall secure the agreement of the manager in the final written agreement between the Board and the manager to provide the Board with the following remedies in the event the manager knew or should have known of any material inaccuracy or omission in the placement agent information disclosure or any other violation of this policy:

(a)Whichever is greater, the reimbursement of any management or advisory fees paid by the Board for the prior two years or an amount equal to the amounts paid or promised to be paid to the placement agent as a result of the Board investment;

(b)The authority to immediately terminate the investment management contract or otheragreement with the manager without penalty, to withdraw without penalty from a limitedpartnership, limited liability company or other investment vehicle, or to cease making further capital contributions (and paying any fees on these recalled commitments) to the limited partnership, limited liability company or other investment vehicle without penalty; and,

(c)Provisions requiring the manager to annually inform PERAC and the Board of anyarrangements in oral or in writing, for compensation or other benefit received or expected to be received by the manager or a related person from others in connection with the managers’ services to the Board or any other client, provisions requiring the manager to annually disclose to PERAC and the Retirement Board any compensation, in whatever form, paid or expected to be paid, directly or indirectly, by the manager or a related person to others in relation to the managers’ services to the Board or any other client, and provisions requiring the manager to annually disclose to PERAC and the Board in writing any conflict of interest the manager may have that could reasonably be expected to impair the manager’s ability to render unbiased and objective services to the Board.”

Each contract shall secure the agreement of the manager in the final written agreement between the Board and the manager that the manager shall be solely responsible for, and the Board shall not pay (directly or indirectly), any fees, compensation or expenses for any placement agent used by the manager.

All contracts must be in writing and no payment may be made for a service rendered prior to execution of a contract. A contract made in violation of these provisions is not valid and the NCRS will not make any payments under such a contract. Any person conspiring to cause a contract to be solicited or awarded in violation of these provisions will pay to the Retirement Board not more than $2,000 for each violation. In addition, such a person will pay the Retirement Board double the amount of damages sustained by the Retirement Board as a result of the violation.

MANAGER CONTACT SHEET

The Manager Contact Sheet should be completed and submitted with each response to this Request for Proposal. This is intended to provide the NCRS with information on the bidder’s name and address, and the specific person(s) who are responsible for preparation of the bidder’s response. Each bidder shall also designate a specific contact person who will be responsible for responding to the NCRS if any clarifications of the bidder’s response should become necessary. This will also be the person who the NCRS contacts to set up a presentation if necessary.

Firm Name:
Firm Address:
Contact Person & Title:
Contact E-mail Address:
Contact Telephone Number (Office):
Contact Telephone Number (Cellular):
Fax Number:

MINIMUM CRITERIA RESPONSE SHEET

Please acknowledge that the following criteria are satisfied. Proposals that do not meet all criteria will be deemed “unacceptable.”

1.The firm is a registered investment advisor pursuant to the Investment Advisors Act of 1940 or is exempt from registration (if exempt, please describe):

Yes_____ No _____

  1. The Firm has over ten-year track recordallocating to private equity fund-of-funds through commingled vehicles (track record on separately managed accounts do not count).

Yes_____ No _____

  1. The Private Equity Fund-of-Fund will offer as a total allocation or as a sub-allocations (for example: venture, US private equity, etc) that can be access in total or as a sub-allocation. NCRS will have the option to invest in the global allocation or in the sub-allocation(s) at their discretion.

Yes_____ No _____

  1. Limited Partners will have full visibility in terms of the partnerships that the fund will invest.

Yes_____ No _____

5.The Private Equity Fund-of-Funds has raised at least $ 700 million in previous commingled vehicles. Assets from separately managed accounts do not count.

Yes_____ No_____

  1. The track record presented is from previous commigled vehicles only. Track record from separately managed accounts do not count.

Yes_____ No_____

  1. The firm agrees to maintain an adequate errors and omissions insurance policy if selected:

Yes_____ No_____

  1. The firm agrees to comply and adhere to Massachusetts General Laws Chapter 32, Chapter 176 of the Acts of 2011, the regulations of the Public Employee Retirement Administration Commission, 840 CMR, and all policies of the Public Employee Retirement Administration Commission, including but not limited to the Placement Agent Policy if selected:

Yes_____ No_____

If you don’t respond “Yes” to all the nine clauses of the minimum criteria. Your proposal will be deemed “Non-Advantageus”.

Certified and Initialized by:______, ______

NameTitle

______

Date

PERAC ACKNOWLEDGEMENT

The undersigned certifies that they have reviewed and will comply with all of the regulations set forth by the Public Employee Retirement Administration Commission, 840 CMR Chapter 32 and Chapter 176 of the Acts of 2011 as part of this contract. A copy of the regulations can be obtained at

______

Name of person signing RFP (print or type)

______

Authorized signature of person signing RFP

______

Title

______

Company

______

Date

Click Here and Type Your Firm's Name

Norfolk County Retirement System

Private Equity Fund-of-Funds Manager Request for Proposal

January 2015

Page 1

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Norfolk County Retirement System

Private Equity Fund-of-FundsRequest for Proposal

January 2015

TECHNICAL PROPOSAL

I. GENERAL BACKGROUND INFORMATION

A. Company Name and Addresses:

Name:

Title:

Firm:

Address:

E-mail:

Phone:

Local Office Address:

Phone:

B. Company Contacts:

1.)Questionnaire completed by:

Title:

Phone:

E-mail:

2.)Primary Client Contact:

Title:

Phone:

E-mail: