7772 N. Palm Ave. Fresno, CA 93711 www.fcera.org (559) 457-0681 p. (559) 457-0318 f.

DATE: March 6, 2019

TO: Board of Retirement

FROM: Donald C. Kendig, CPA, Retirement Administrator

Staff Contact: Doris L. Rentschler, CFP, Assistant Retirement Administrator

SUBJECT: Adopt Investment Counsel Contracts – APPROVE

Recommended Action Adopt the contracts with Foster Pepper, PLLC and Foley and Lardner, LLP for Investment Counsel.

Fiscal and Financial Impacts The actual fiscal impact will depend on the number and complexity of the investment contracts being reviewed and negotiated. FCERA already retains Investment Counsel and incurs these types of legal expenses. Any costs associated with this contract would replace the costs being incurred under our current contract.

Background and Discussion On November 7, 2018, after an extensive RFP process, the Board of Retirement selected two firms, Foster Pepper, PLLC, and Foley and Lardner, LLP to serve as investment counsel. The Board granted the Retirement Administrator the authority to negotiate contracts with the selected firms and return he contracts for Board ratification. The negotiated contracts are presented for Board approval.

Attachments 1. Foster Pepper, PLLC contract 2. Foley & Lardner, LLP contract

Excellence ● Professionalism ● Teamwork ● Integrity ● Accountability ● Innovation “The County of Fresno is an Equal Employment Opportunity Employer.”

INVESTMENT COUNSEL LEGAL SERVICES AGREEMENT

THIS INVESTMENT COUNSEL LEGAL SERVICES AGREEMENT (this “Agreement”) is made and entered into on _____March____ _6_, 2019 (the “Effective Date”) by and between the FRESNO COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION, a local public agency (“FCERA”) and FOSTER PEPPER, PLLC (“LAW FIRM”).

R E C I T A L S

A. WHEREAS, FCERA is formed, operates, and organized pursuant to the County Employees Retirement Law of 1937 (Gov. Code, § 31450 et seq.), and FCERA is administered by the Board of Retirement (“Board”); and

B. WHEREAS, FCERA engaged a competitive procurement to retain a law firm or law firms to perform investment legal services for FCERA, and LAW FIRM provided a proposal to FCERA in response to such procurement, which is attached hereto and incorporated herein as Exhibit A (the “LAW FIRM PROPOSAL”); and

C. WHEREAS, as a result of this procurement and by this Agreement, FCERA and the Board desire to engage LAW FIRM to perform investment counsel legal services on behalf of FCERA, and LAW FIRM desires to perform such services on behalf of FCERA, and has represented to FCERA that it is qualified to perform the aforesaid legal services.

NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions set forth in this Agreement, including the above Recitals, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms have the meanings set forth in this Section 1.

(a) “Agents” means any employees, agents, or representatives of LAW FIRM acting in connection with this Agreement.

(b) “Agreement” has the meaning given in the preamble of this Agreement.

(c) “Effective Date” has the meaning given in the preamble of this Agreement.

(d) “Board” has the meaning given in the Recitals of this Agreement.

(e) “LAW FIRM” has the meaning given in the preamble of this Agreement.

(f) “LAW FIRM’s Project Manager” has the meaning given in Section 5(a) of this Agreement.

(g) “Covered Persons” means FCERA, its trustees, directors, officers, and employees.

2311459v1 / 19704.0001 (h) “Effective Termination Date” means the date on which all or a specified portion of the work under this Agreement will formally cease, as specified in any Notice of Termination delivered by FCERA to LAW FIRM.

(i) “FCERA” has the meaning given in the preamble of this Agreement.

(j) “FCERA’s Project Director” means Donald Kendig, FCERA’s Retirement Administrator, or any successor to the position of FCERA Retirement Administrator, or any individual acting with due authority as the designee of the Retirement Administrator.

(k) “FCERA Records” has the meaning given in Section 14(a) of this Agreement.

(l) “Legal Requirements” means all federal, state, county and local laws, rules, regulations, and ordinances, presently existing or enacted or promulgated during the term of this Agreement, which may apply to LAW FIRM in relation to its performance under this Agreement.

(m) “Member Records” means any records relating to FCERA’s members or beneficiaries to which LAW FIRM or its Agents may be exposed when performing under this Agreement.

2. Description of Services.

(a) Work to be performed. LAW FIRM agrees to perform the services described in this Agreement and in Exhibit B (the “Scope of Work”), attached hereto and incorporated herein by reference.

(b) Standard of Care. The LAW FIRM agrees that it shall perform its obligations under this Agreement with the competence, care, skill, prudence and diligence prevailing for a law firm doing business in the legal industry. LAW FIRM shall be responsible for and cause any and all of its employees, agents and representatives providing services in connection with this Agreement to exercise the same standard of care.

(c) Quality of Services. LAW FIRM’s services will meet the requirements and standards set forth in this Agreement, including but not limited to the standards described in Exhibit B. LAW FIRM will promptly correct any errors or omissions in the provision of such services, at no cost or expense to FCERA and in a timely manner after the request by FCERA’s Project Director.

(d) LAW FIRM’s Availability. LAW FIRM and FCERA’s Project Director will agree in advance on LAW FIRM’s availability to perform the Scope of Work. Services and work provided by the LAW FIRM at FCERA’s request under this Agreement and Exhibit B will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and FCERA laws, ordinances, regulations and resolutions, and in accordance with a Scope of Work set forth in Exhibit B. If there is no schedule, the hours and times for completion of said services and work are to be set by the LAW FIRM; provided, however, that such schedule is subject to review by and concurrence of the FCERA.

2311459v1 / 19704.0001 (e) Cooperation with Other Professionals. LAW FIRM agrees to cooperate with such professionals as FCERA may engage to assist FCERA in the performance of its duties, including, without limitation, the law firm engaged by FCERA to perform other legal services required or desired by FCERA in FCERA’s sole and absolute discretion.

3. Attorney Work Product and Records. FCERA shall have the right to all attorney work product and other records consistent with the California Rules of Professional Conduct and this Agreement.

4. FCERA’s Project Director. FCERA’s Project Director, shall, on a regular basis, interface with LAW FIRM’s Project Manager. FCERA’s Project Director is responsible for:

(i) Providing overall management and coordination of this Agreement acting as liaison for FCERA; and

(ii) Providing coordination of the provisions and objectives of this Agreement; and

(iii) Approving invoices submitted prior to payment for work performed and deliverables delivered in accordance with this Agreement, which approval will not be unreasonably withheld; and

(iv) Providing direction to LAW FIRM in all matters relating to policy, information requirements, and procedural requirements, and

(v) Providing or making sure data, information and materials requested by LAW FIRM are provided to LAW FIRM on a timely basis.

5. LAW FIRM’s Project Manager and Personnel.

(a) LAW FIRM’s Project Manager is V. Rafael Stone (“LAW FIRM’s Project Manager”). LAW FIRM shall inform FCERA in writing of the name of any alternate LAW FIRM Project Manager or designee within a reasonable time of choosing the same, and the appointment of such individual(s) shall be subject to FCERA’s approval, which may be withheld in its sole discretion. LAW FIRM’s Project Manager:

(i) Is responsible for the LAW FIRM’s day-to-day activities related to the work to be performed under this Agreement and Exhibit B; and

(ii) Has full authority to act for LAW FIRM on all matters relating to the daily operation of this Agreement; and

(iii) Will be reasonably available during FCERA’s normal working hours for telephone contact and to meet with FCERA personnel designated to discuss LAW FIRM’s performance.

(b) Additional Law Firm Personnel. FCERA has the absolute right, during the period of LAW FIRM’s performance under this Agreement, to approve or disapprove any of

2311459v1 / 19704.0001 LAW FIRM’s assigned personnel designated as LAW FIRM’s Project Manager, engagement partners, managers, other senior supervisory staff, or specialists, or any proposed changes in these categories of LAW FIRM’s personnel. LAW FIRM shall provide the FCERA Project Director, or its designee, with a résumé of the proposed replacement(s) and an opportunity to interview the person(s) prior to FCERA approving or disapproving the proposed change. Upon request by FCERA’s Project Director, LAW FIRM will replace any of LAW FIRM’s personnel or Agents assigned to perform services under this Agreement, who are in FCERA’s opinion, unable to effectively carry out the responsibilities of this Agreement.

6. Compensation and Payment.

(a) Compensation. FCERA shall compensate LAW FIRM for services rendered under this Agreement as set forth in Exhibit C (Compensation), attached hereto and incorporated herein by reference. Such compensation may be made as part of an agreed upon hourly charge or using a “not-to-exceed” pricing structure expressly agreed to in advance by FCERA, as discussed below in Section 6(b).

(b) Alternative Compensation. In lieu of a traditional hourly billing arrangement, FCERA and LAW FIRM may negotiate a not-to-exceed pricing structure for certain investments. The not-to-exceed fee will include all necessary professional legal services with respect to FCERA’s investments, including but not limited to the services listed below.

(i) Review all fund documents.

(ii) Review all memoranda from FCERA’s investment consultant regarding the proposed investment.

(iii) Prepare a briefing memorandum highlighting the key terms as set forth in the fund documents.

(iv) Confer as often as needed with FCERA’s staff and investment consultant.

(v) Review FCERA’s investment guidelines and analyze the fund’s appropriateness in light of them.

(vi) Draft a side letter which seeks to bind the proposed investment manager/general partner to FCERA’s investment standards.

(vii) Negotiate the final terms of the side letter with the proposed investment manager and/or general partner and its outside counsel.

Under this alternative compensation structure, before beginning work on an engagement, LAW FIRM will provide a quote based on the particulars of the investment. The price quote may also address other investment structures (e.g., separately managed accounts which use FCERA’s model agreement). If LAW FIRM anticipates exceeding an agreed-upon estimate, LAW FIRM shall advise FCERA of that fact and shall not exceed the estimate without FCERA’s written consent to the cost increase.

2311459v1 / 19704.0001 (c) Expenses. LAW FIRM is not entitled to reimbursement of out-of-pocket travel expenses for any expenses related to meetings at FCERA’s regular place of business, unless otherwise provided for in Exhibit C. LAW FIRM’s expenses are included in the compensation and therefore LAW FIRM is not entitled to any separate reimbursement for any expenses incurred by it in discharging its duties under this Agreement, unless otherwise agreed by FCERA.

(d) Additional Compensation. Except as expressly provided in Exhibit B and Exhibit C, LAW FIRM shall neither be entitled to nor receive from FCERA any additional consideration in any form.

(e) Withholding of Taxes. FCERA will not withhold any Federal or State income taxes or Social Security tax from any payments made by FCERA to LAW FIRM under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of LAW FIRM. FCERA has no responsibility or liability for payment of LAW FIRM’s taxes or assessments.

(f) Invoices and Payment. All invoices are to be submitted to Doris Rentschler, Assistant Retirement Administrator, FCERA, 7772 N. Palm, Fresno, CA 93721.

(g) Non-Compensable Services. If LAW FIRM performs any work outside the Scope of Work without FCERA’s prior written consent, FCERA shall be under no obligation to compensate LAW FIRM for such work and Likewise LAW FIRM will have no claim against FCERA for such work.

7. Term and Termination.

(a) General Term. Subject to the termination provisions in this Section, the term of this Agreement begins on the Effective Date and based on successful completion of the immediate past year’s services shall continue for three (3) years from the Effective Date. Upon mutual agreement of the parties, the parties may extend this Agreement twice for up to one (1) year per extension. In no event, however, shall this Agreement be effective for more than five (5) consecutive years from the Effective Date without the express approval of the Board. Any extensions shall be in written form as amendments to this Agreement.

(b) Termination for Convenience. FCERA may terminate this Agreement at any time and for any reason by giving written notice to LAW FIRM. Termination of this Agreement shall not affect FCERA’s obligation to pay for all fees earned and reasonable costs necessarily incurred by LAW FIRM as provided herein, subject to any applicable setoffs. FCERA’s termination of this Agreement under this Section 7 shall not be construed as a waiver of FCERA’s right to make a claim against LAW FIRM for damages resulting from any default by LAW FIRM, which occurred prior to the Effective Termination Date.

(c) Termination for Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

2311459v1 / 19704.0001 (d) Automatic Termination. This Agreement shall terminate automatically on the occurrence of: (i) bankruptcy or insolvency of either party; (ii) sale of LAW FIRM’s business; (iii) cancellation of insurance required under the terms of this Agreement; (iv) if, for any reason, LAW FIRM ceases to be licensed or otherwise authorized to do business in the State of California, and the LAW FIRM fails to remedy such defect or defects within thirty (30) days of receipt of written notice of such defect or defects; (v) if LAW FIRM materially breaches any of the obligations contained in Sections 11 and 20; (vi) if LAW FIRM is subject to criminal indictment or conviction, or is found civilly or criminally liable by a trial court, jury or administrative body in connection with any matter involving breach of trust, breach of fiduciary duty, fraud, or theft; and/or (vii) if LAW FIRM attempts or purports to assign this Agreement, or any portion hereof, or any of its rights or obligations hereunder, without obtaining FCERA’s prior written consent.

(e) Force Majeure. LAW FIRM may not be terminated for default, if LAW FIRM’s failure to perform under this Agreement arises solely from acts of God, acts of a public enemy, acts of any foreign, international, federal or state government (including all subdivisions thereof) in such government’s sovereign capacity, fires, floods and earthquakes beyond the control and without the fault or negligence of LAW FIRM that causes LAW FIRM to fail to perform its obligations hereunder. In every case of force majeure the failure to perform must be beyond the control and without the fault or negligence of LAW FIRM.

(f) Rights, Remedies and Responsibilities upon Termination. If this Agreement is terminated, all of the terms and conditions of this Agreement shall continue to apply through the Effective Termination Date. The following provisions also apply to any termination of this Agreement.

(i) Recovery of Reasonable Damages Upon Default. If FCERA terminates this Agreement in whole or in part for default, FCERA is entitled to recover from LAW FIRM all reasonable damages resulting from such default.

(ii) Payment when Terminated for Convenience. If FCERA terminates this Agreement for convenience, FCERA will pay LAW FIRM for work already performed and authorized by FCERA but for which LAW FIRM has not been compensated through the Effective Termination Date.

(iii) Payment Withheld for Default. FCERA shall not authorize and shall withhold payment for services provided if FCERA terminates this Agreement for default. In the event the damages caused by such default are less than the withheld payment for services, the amount withheld in excess of the damages shall be paid to LAW FIRM.

(iv) Good Faith Transfer. Upon any termination of this Agreement by FCERA, and to the extent directed by FCERA, LAW FIRM will cooperate with FCERA in good faith to effect a smooth and orderly transfer of such services and all applicable records to a successor designated by FCERA. LAW FIRM will respond promptly to reasonable inquiries of such successor law firm with respect to the work papers and matters of continuing legal significance to FCERA. Upon termination of this Agreement,

2311459v1 / 19704.0001 LAW FIRM will retain all FCERA Records according to the record retention provisions set forth in this Agreement.

8. Required Licenses, Certificates and Permits. Any licenses, certificates or permits required by the federal, state, FCERA or municipal governments for LAW FIRM to provide the services and work described in Exhibit B must be procured by LAW FIRM and be valid at the time LAW FIRM enters into this Agreement. Further, during the term of this Agreement, LAW FIRM must maintain such licenses, certificates and permits in full force and effect. Licenses, certificates and permits may include but are not limited to driver’s licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by LAW FIRM at no expense to the FCERA.

9. Office Space, Supplies, Equipment, Etc. LAW FIRM shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for LAW FIRM to provide the services identified in Exhibit B to this Agreement. FCERA is not obligated to reimburse or pay LAW FIRM for any expense or cost incurred by LAW FIRM in procuring or maintaining such items. Responsibility for the costs and expenses incurred by LAW FIRM in providing and maintaining such items is the sole responsibility and obligation of LAW FIRM.

10. Insurance.

(a) LAW FIRM shall take out, and maintain during the life of this Agreement, insurance policies with coverage at least as broad as follows:

(i) General Liability. Commercial general liability insurance covering bodily injury, personal injury, property damage, products and completed operations with limits of no less than Five Million Dollars ($5,000,000) per incident or occurrence. If Commercial general liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to any act or omission by LAW FIRM under this Agreement or the general aggregate limit shall be twice the required occurrence limit. If written on a claims form, LAW FIRM will continue to name FCERA as an additional insured or provide an extended two (2) year reporting period commencing upon termination or cancellation of this Agreement.

(ii) Automobile Liability Insurance. If the LAW FIRM or the LAW FIRM’s officers, employees, agents, representatives or subcontractors utilize a motor vehicle in performing any of the work or services under this Agreement, owned/non- owned automobile liability insurance providing combined single limits covering bodily injury, property damage and transportation related pollution liability with limits of no less than One Million Dollars ($1,000,000) per incident or occurrence.

(iii) Workers’ Compensation Insurance. Workers’ Compensation insurance as required by the California Labor Code. In signing this contract, LAW FIRM certifies that LAW FIRM is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that code, and that the

2311459v1 / 19704.0001 LAW FIRM will comply with such provisions before commencing the performance of the work of this Agreement.

(iv) Professional Liability. Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) annual aggregate. This insurance shall include liability coverage covering LAW FIRM’s liability arising from errors and omissions made directly or indirectly during the duration of this Agreement. This coverage shall be issued on a per claim basis. LAW FIRM agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Agreement, one or more policies of professional liability insurance with limits of coverage as specified herein.

(b) Any deductibles, self-insured retentions or named insureds must be declared in writing and approved by FCERA. At the option of the FCERA, the insurer shall reduce or eliminate such deductibles, or named insureds. The FCERA, in its sole discretion, may waive the requirement to reduce or eliminate deductibles or self-insured retentions, in which case, the LAW FIRM agrees that it will be responsible for and pay any self-insured retention or deductible and will pay any and all costs, losses, related investigations, claim administration and defense expenses related to or arising out of the LAW FIRM’s defense and indemnification obligations as set forth in this Agreement.

(c) LAW FIRM shall obtain a specific endorsement to all required insurance policies, except Workers’ Compensation insurance and Professional Liability insurance, if any, naming FCERA and its officers, officials and employees as additional insureds regarding: (i) liability arising from or in connection with the performance or omission to perform any term or condition of this Agreement by or on behalf of LAW FIRM, including the insured’s general supervision of its subcontractors; (ii) services, products and completed operations of LAW FIRM; (iii) premises owned, occupied or used by LAW FIRM; and (iv) automobiles owned, leased, hired or borrowed by LAW FIRM. For Workers’ Compensation insurance, the insurance carrier shall agree to waive all rights of subrogation against FCERA and its officers, officials and employees for losses arising from the performance of or the omission to perform any term or condition of this Agreement by LAW FIRM.

(d) LAW FIRM’s insurance coverage shall be primary insurance regarding FCERA and FCERA’s officers, officials and employees. Any insurance or self-insurance maintained by FCERA or FCERA’s officers, officials and employees shall be excess of LAW FIRM’s insurance and shall not contribute with LAW FIRM’s insurance.

(e) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to FCERA or its officers, officials, employees or volunteers.

(f) LAW FIRM’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

(g) Each insurance policy required by this Section shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party except after thirty (30)

2311459v1 / 19704.0001 days’ prior written notice has been given to FCERA. LAW FIRM shall promptly notify, or cause the insurance carrier to promptly notify, FCERA of any change in the insurance policy or policies required under this Agreement, including, without limitation, any reduction in coverage or in limits of the required policy or policies.

(h) Insurance shall be placed with California admitted insurers (licensed to do business in California) with a current rating by Best’s Key Rating Guide acceptable to FCERA; provided, however, that if no California admitted insurance company provides the required insurance, it is acceptable to provide the required insurance through a United States domiciled carrier that meets the required Best’s rating and that is listed on the current List of Eligible Surplus Line Insurers maintained by the California Department of Insurance. A Best’s rating of at least A-:VII shall be acceptable to FCERA; lesser ratings must be approved in writing by FCERA.

(i) FIRM shall furnish FCERA with certificates of insurance, and with original endorsements, showing coverage required by this Agreement, including, without limitation, those that verify coverage for subcontractors of LAW FIRM. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements shall be received and, in FCERA’s sole and absolute discretion, approved by FCERA. FCERA reserves the right to require complete copies of all required insurance policies and endorsements, at any time.

(j) The limits of insurance described herein shall not limit the liability of LAW FIRM and LAW FIRM’s officers, employees, agents, representatives or subcontractors.

11. Defense and Indemnification.

(a) To the fullest extent permitted by law, LAW FIRM shall indemnify, hold harmless and defend FCERA, its Board and its agents, trustees, directors, officers and employees from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorneys’ fees, arising out of, resulting from, or in connection with negligence and/or willful misconduct by LAW FIRM directly or indirectly related to its performance of this Agreement or by LAW FIRM’s officers, employees, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use. Notwithstanding the foregoing, LAW FIRM’s obligation to indemnify FCERA, its Board, and its agents, trustees, directors, officers and employees for any judgment, decree or arbitration award shall extend only to the percentage of negligence or willful action of LAW FIRM in contributing to such claim, damage, loss and expense.

(b) LAW FIRM’s obligation to defend, indemnify and hold FCERA and its agents, officers and employees harmless under the provisions of this Section is not limited to or restricted by any requirement in this Agreement for LAW FIRM to procure and maintain a policy of insurance.

2311459v1 / 19704.0001 12. LAW FIRM’s Representations, Warranties and Covenants. LAW FIRM makes the following representations, warranties, covenants and agreements, acknowledging they constitute a material inducement to FCERA to enter into this Agreement.

(a) Authorization. This Agreement has been duly authorized, executed and delivered by LAW FIRM and constitutes the legal, valid and binding agreements and obligations of LAW FIRM, enforceable against LAW FIRM in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors’ rights generally and general principles of equity. LAW FIRM is not subject to or obligated under any law, rule or regulation of any governmental authority, or any order, injunction or decree, or any contract or agreement, that would be breached or violated by LAW FIRM’s execution, delivery or performance of this Agreement.

(b) Gratuities. No gratuities in the form of gifts, entertainment or otherwise, were offered or given by LAW FIRM or its Agents to any officer, fiduciary, or employee of FCERA or the County of Fresno, California with a view toward securing this Agreement or securing any favorable determination made concerning the award of this Agreement. LAW FIRM covenants that no such gratuities will be offered or given to any such person with a view toward securing any favorable determination concerning the performance, continuation, and/or amendment of this Agreement. If it is found that such gratuities have been offered or given by LAW FIRM or its Agents, FCERA may terminate this Agreement immediately upon giving written notice; however, the facts upon which FCERA bases such findings will be at issue and may be reviewed in any competent court. In the event of such termination, FCERA may pursue the same remedies against LAW FIRM as it could pursue in the event of default by LAW FIRM.

(c) Conflicts of Interest With Persons Related to FCERA. No FCERA employee or fiduciary, whose position with FCERA enables such person to influence the award of this Agreement or any competing agreement, and no spouse or economic dependent of such person, is or will be employed in any capacity by LAW FIRM, or does or will have any direct or indirect financial interest in this Agreement.

(d) Changes. LAW FIRM will notify FCERA in writing within ten (10) business days of any of the following changes: (i) LAW FIRM becomes aware that any of its representations, warranties, covenants, or agreements set forth herein has been breached or ceases to be true at any time during the term of this Agreement; (ii) there is a change in LAW FIRM’s personnel assigned to perform services under this Agreement, (iii) there is any change in control of LAW FIRM, (iv) LAW FIRM becomes aware of any other material change in its business organization, including without limitation the filing for bankruptcy relief, or (v) LAW FIRM becomes aware of an actual conflict arising out of work it performs on behalf of the FCERA.

(e) LAW FIRM EXPERIENCE. LAW FIRM’s Agents who will be responsible for performing under this Agreement are individuals experienced in the performance of the various functions contemplated by this Agreement and have not been convicted of any crime or found liable in a civil or administrative proceeding or pleaded no contest, or agreed to any consent decree with respect to any matter involving infringement of intellectual property rights, breach of fiduciary duty, or fraud.

2311459v1 / 19704.0001 (f) RFP. LAW FIRM acknowledges that FCERA is expressly relying on the RFP submitted by LAW FIRM as part of the procurement, and the representations made by LAW FIRM’s agents during any oral presentation made before the Board.

13. Independent Contractor Status.

(a) All acts of LAW FIRM and its officers, employees, agents, representatives, subcontractors and all others acting on behalf of LAW FIRM relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers or employees of FCERA. LAW FIRM, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of FCERA. Except as expressly provided in Exhibit B, LAW FIRM has no authority or responsibility to exercise any rights or power vested in FCERA. No agent, officer or employee of FCERA is to be considered an employee of LAW FIRM. It is understood by both LAW FIRM and FCERA that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship, partnership, servant or a joint venture, or association.

(b) At all times during the term of this Agreement, LAW FIRM and its officers, employees, agents, representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of FCERA.

(c) LAW FIRM shall determine the method, details and means of performing the work and services to be provided by LAW FIRM under this Agreement. LAW FIRM shall be responsible to FCERA only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to FCERA’s control with respect to the physical action or activities of LAW FIRM in fulfillment of this Agreement. LAW FIRM has control over the manner and means of performing the services under this Agreement. LAW FIRM is permitted to provide services to others during the same period service is provided to FCERA under this Agreement. If necessary, LAW FIRM has the responsibility for employing other persons or firms to assist LAW FIRM in fulfilling the terms and obligations under this Agreement.

(d) If in the performance of this Agreement any third persons are employed by LAW FIRM, such persons shall be entirely and exclusively under the direction, supervision and control of LAW FIRM. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the LAW FIRM.

(e) It is understood and agreed that as an independent LAW FIRM and not an employee of FCERA, LAW FIRM and LAW FIRM’s officers, employees, agents, representatives or subcontractors do not have any entitlement as a FCERA employee, and do not have the right to act on behalf of FCERA in any capacity whatsoever as an agent, or to bind FCERA to any obligation whatsoever.

(f) As an independent LAW FIRM, LAW FIRM hereby indemnifies and holds FCERA harmless from any and all claims that may be made against FCERA based upon

2311459v1 / 19704.0001 any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

14. Records and Audit

(a) Records Retention. LAW FIRM shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of six years from the termination or completion of this Agreement. This includes but not limited to any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. This includes but is not limited to any pertinent activity, dates, and time spent providing services hereunder, invoices billed to FCERA, proprietary data and any other records created by LAW FIRM or its agents in connection with this Agreement (“FCERA Records”).

(b) Records Review and Audit. Any authorized representative of FCERA shall have access to and the right to audit, evaluate, examine, excerpt and copy or transcribe any FCERA Records (other than that portion of such Records that evidence the confidential/proprietary information and/or trade secrets of LAW FIRM or any third party) during the period such records are to be maintained by LAW FIRM. Further, FCERA has the right at all reasonable times to audit, inspect or otherwise evaluate the work performed or being performed under this Agreement. FCERA agrees that any such review and audit will be conducted in a manner to minimize interference with LAW FIRM’s normal business activities. Upon reasonable advance notice to LAW FIRM, LAW FIRM will make the persons responsible for creating and maintaining FCERA Records available to FCERA during such review and audit for the purpose of responding to FCERA’s reasonable inquiries. FCERA will pay all costs associated with such audit, other than any costs incurred by LAW FIRM to make personnel available as required by the preceding sentence.

15. Confidentiality; Proprietary Rights

(a) Records. LAW FIRM acknowledges that FCERA is a public agency subject with the California Public Records Act. All records under this Agreement

(b) Member Records. LAW FIRM acknowledges that when performing under this Agreement, LAW FIRM may be exposed to Member Records and that such Member Records are considered confidential and protected from public disclosure by law. LAW FIRM will maintain the confidentiality of all Member Records according to all applicable federal, state, county and local laws, regulations, ordinances and directives relating to confidentiality, including the attorney work product and attorney-client communication privileges.

(c) FCERA’s Policies, Procedures and Strategies. LAW FIRM will protect the security of and keep confidential all materials, data, and other information received by LAW FIRM regarding FCERA’s assets and its policies, procedures and strategies for the evaluation, acquisition, development, management and disposition of same.

2311459v1 / 19704.0001 16. Nondiscrimination. During the performance of this Agreement, LAW FIRM and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental handicap, medical condition (including genetic characteristics), marital status, age, political affiliation or sex. LAW FIRM and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the FCERA’s nondiscrimination policy; the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

17. Assignment. This is an agreement for the services of LAW FIRM. FCERA has relied upon the skills, knowledge, experience and training of LAW FIRM and its associates and employees as an inducement to enter into this Agreement. LAW FIRM shall not assign or subcontract this Agreement without the express written consent of FCERA. Further, LAW FIRM shall not assign any monies due or to become due under this Agreement without the prior written consent of FCERA.

18. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

19. Notice. Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either party during the term of this Agreement, which LAW FIRM or FCERA shall be required or may desire to make shall be in writing and may be personally served or, alternatively, sent by prepaid first class mail to the respective parties as follows:

To FCERA:

FCERA Attention: Retirement Administrator 7772 Palm Ave. Fresno, CA 93721

To LAW FIRM:

Foster Pepper PLLC 1111 Third Avenue, Suite 3000 Seattle, WA 98101

20. Conflicts and Disqualification. LAW FIRM hereby affirms that there are no relevant facts or circumstances now giving rise or which could, in the future, give rise to a Conflict of Interest. A Conflict of Interest means that because of other activities or relationships with other persons, LAW FIRM or its subcontractor is unable or potentially unable to render impartial assistance or advice

2311459v1 / 19704.0001 to FCERA, or LAW FIRM’s objectivity in performing the agreement work is or might be otherwise impaired. If an actual or potential Conflict of Interest arises subsequent to the date of this agreement, LAW FIRM shall make a full disclosure in writing to FCERA of all relevant facts and circumstances. This disclosure shall include a description of actions that LAW FIRM has taken and proposes to take to avoid, mitigate, or neutralize the action or potential conflict of interest. LAW FIRM will continue performance of work under the agreement until notified by FCERA of any contrary action to be taken.

21. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or FCERA statute, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

22. Amendment. This Agreement and its exhibits may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity.

23. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

24. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

25. Construction. Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this Agreement.

26. Governing Law and Venue. This Agreement shall be deemed to be made under, and shall be governed by and construed and enforced in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall be conducted in the state and/or federal courts located in Fresno County, State of California, and all parties consent to such venue and the personal jurisdiction of such courts.

27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance.

28. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which constitute one and the same instrument.

2311459v1 / 19704.0001 29. Authority to Execute. The persons signing this Agreement are duly authorized to execute the document on behalf of and to bind their respective parties.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

“FCERA” “LAW FIRM”

Fresno County Employees’ Retirement Foster Pepper PLLC Association

By: ______By: ______

Name:______Name:______

Title: ______Title: ______

Date: ______Date: ______

Attachments: Exhibit A – LAW FIRM’s Proposal Exhibit B – Scope of Work Exhibit C – Compensation

2311459v1 / 19704.0001

EXHIBIT A

LAW FIRM’S PROPOSAL

2311459v1 / 19704.0001

Response to Request for Proposal

Fresno County Employees’ Retirement Association

Investment Counsel Legal Services

May 2018

V. Rafael Stone Chair, Investment Management Practice Direct Dial: (206) 447-8999 Direct Fax: (206) 749-2015 [email protected]

FOSTER PEPPER PLLC 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 www.foster.com

Table of Contents Page

Proposal Cover Letter ...... 1

Section A. Management and Qualifications ...... 3

Exhibit A. Team Biographies and Experience ...... 11

Exhibit B. Client References ...... 24

Exhibit C. Fee Proposal ...... 25

Additional Materials ...... 26

i

1111 Third Avenue, Suite 3000 Seattle, WA 98101 (206) 447-8999 Direct (206) 749-2015 Fax www.foster.com

May 3, 2018

VIA EXPRESS MAIL

Mr. Donald C. Kendig, CPA FCERA 7772 N Palm Ave Fresno, CA 93711

Re: Foster Pepper PLLC Response to Request for Proposal for Investment Counsel Legal Services

Dear Mr. Kendig:

On behalf of Foster Pepper PLLC (“Foster Pepper”), I am pleased to present this proposal in response to the Fresno County Employees’ Retirement Association (“FCERA”) Request for Proposal for Investment Legal Counsel (“RFP”), issued March 30, 2018. The availability of Foster Pepper’s legal team, related staff and other required resources for performing all services are stated within this proposal.

The Foster Pepper Investment Management Practice Group exclusively represents investors, the majority of which are public pension funds. We do not represent private equity or hedge fund sponsors, managers or general partners or other investment sponsors because of the potential and actual conflict of interest this creates. We do not believe that, as a law firm, we can zealously and consistently represent investors’ interests, while at the same time representing sponsors of investments. In addition to the direct conflicts such dual representation can present, we also believe that counsel who represents investment sponsors is more likely to accept unfavorable investor terms as “market” or “standard” because such terms benefit the investment sponsor. Our firm has deliberately made the decision to align itself with investors, primarily public pension funds, allowing for the highest possible standard of dedicated and consistent legal representation.

We have proudly represented FCERA since 2008 and would welcome the opportunity to continue our work with you. The Foster Pepper Investment Management group represents more than 30 pension funds, ranging from some of the largest funds including California Public Employees’ Retirement System (CalPERS; $250 billion+ assets under management) to smaller funds such as the New Hampshire Retirement System (NHRS; $6 billion+ assets under management). Our team currently serves as investment general counsel to eight of the public funds we represent. A list of the team’s Representative Clients is provided on page 4 of this proposal and a list of our Representative Transactions is provided on page 16. We began working with public pension fund clients in 1989 and have proudly represented these clients as investment counsel for nearly 30 years. In addition to FCERA, our California-based pension fund clients include the following:

. CalPERS (whom we have represented since 2003), . Los Angeles County Employees’ Retirement Association (since 2013), . San Francisco Employees’ Retirement System (since 2013), and . Sacramento Employees’ Retirement System (since 2002).

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Our Proposal

A. Management and Qualifications 1. Identify your firm’s background, size, and history pertinent to the requested services: Foster Pepper is a professional limited liability company, providing legal services since 1904. The firm is comprised of approximately 130 lawyers, 87 of whom have been elected to membership, and 130 staff. The firm is owned by 52 elected equity members (partners). A seven-member elected executive committee, chaired by the managing partner, governs the firm. Foster Pepper is located in Seattle, Washington with a satellite office in Spokane, Washington. The firm’s Seattle office will service FCERA. Foster Pepper’s Investment Management attorneys have provided sophisticated and efficient counsel to clients on a broad range of transactions for nearly 30 years. We advise institutional investors, including public pension funds, universities, and endowments, and assist clients with their alternative investment counsel needs. Our diverse and dedicated team proudly represents more than 30 public pension funds, positioning our team among the top investment management practices in the country and as well as within our firm. Our interdisciplinary team is comprised of more than a dozen skilled attorneys who dedicate a significant portion of their practices to serving the firm’s alternative investments clients, the majority of which are public pension funds. Since beginning our work with public pension fund clients in 1989, we are regularly retained by many of the country’s most prominent public pension funds to negotiate and structure their investments; advise on public disclosure requests, federal and state tax issues, fiduciary duty matters, and investment workouts; as well as handle complex litigation. In addition to Investment Management, the firm’s other primary practices include: Business, Health Care, Litigation & Dispute Resolution, Municipal Government & Public Finance, and Real Estate & Land Use.

2. Within the last three years, have there been any significant developments in your firm such as changes in ownership or restructuring? Do you anticipate any significant changes in the future? If so, please describe: Within the past three years, there have not been any changes in the ownership, restructuring or personnel reorganizations at Foster Pepper. We do not anticipate such changes in the future.

3. State the names and California State Bar numbers of the attorneys who would be assigned to FCERA’s Account. Attach as Exhibit A the curriculum vitae, a short biography, and a summary of each attorney’s experience working with public sector clients, particularly public pension funds or retirements systems, and the scope of services the attorney will provide. Indicate the attorney’s state(s) of licensure and associated bar number(s), include a statement that each attorney is currently in good standing with California state bar. As instructed above, please see Exhibit A for more information about the breadth and depth of our team. A list of the attorneys who would continue to work with FCERA is provided below. If a member of the team is admitted in California, we have included their bar number and year of admission below. 1. Rafael Stone 2. Bob Perez 3. Vandana Harris 4. Matt Maynard 5. Denny Wong 6. Michael Zhao 7. Paul Heer 8. Isaac Joy 9. Zachary King 10. Haley Stencel

3 11. Michael Kuntz 12. John Santa Lucia – California #137612, Admitted 1988 13. Jacob Scholl 14. John Ray Nelson 15. Christopher Emch – California #168877; Admitted 1993 16. Deborah Crabbe 17. Scott Galloway

4. Attach as Exhibit B a list containing the name, address, telephone number and contact person for three (3) current clients to serve as a reference or your firm, preferably public pension plans. By providing this information, you consent to and hereby release FCERA from any liability that may arise from contacting your references, communicating with them about your prior engagements and soliciting an opinion regarding the work performed for them. As instructed above, we have provided the names and contact information of a few of our current public pension fund clients in Exhibit B. We invite you to contact these clients to learn more about working with our team. We have included a representative list or public pension fund and institutional investor clients in response to Question 5. Should you wish to contact any of these clients, we would be pleased to provide you with their contact information.

5. Describe your experience related to the services you are proposing to provide, include the names of clients, dates of service, and matters handled by you that demonstrate the nature and extend of your expertise.

Over the last five years, the Foster Pepper Investment Management team has reviewed approximately 400 alternative investments. Our extensive work in this area has included the following investment counsel services for the clients listed below. For additional information on the experience of our team, please see page 16 for lists of representative transactions handled by Foster Pepper Investment Management attorneys and below is a representative list of our public pension plan and institutional investor clients.

REPRESENTATIVE CLIENTS: PUBLIC PENSION PLANS AND INSTITUTIONAL INVESTORS Foster Pepper Investment Duration of Investment Counsel Management Client Representation Services Provided California Public Employees’ Retirement Alternative Investments, Private Equity, Co- Since 2003 System, $300B* Investments, Real Estate Private Equity, Direct and Passive Real New York State Common Retirement Since 2004 Estate, PPIP Funds, Co-Investments, Fund, $192B* Separate Accounts, Infrastructure Funds Teacher Retirement System of Texas, Since 2016 Alternative Investments, Private Equity $135B* New York State Teachers’ Retirement Private Equity, Direct and Passive Real Since 1999 System, $115.5B* Estate Massachusetts Pension Reserves Private Equity, Opportunistic Funds, Real Since 2016 Investment Management Board, $62B* Estate, Infrastructure Funds, Hedge Funds Private Equity, Real Estate, Co-Investments, Teachers' Retirement System of the City of Since 2004 Infrastructure Funds, Activist Funds, PPIP New York, $62B* Funds, Hedge Funds Private Equity, Real Estate, Co-Investments, New York City Employees' Retirement Since 2004 Infrastructure Funds, Activist Funds, PPIP System, $51B* Funds, Hedge Funds Los Angeles County Employees’ Alternative Investments, Private Equity, Co- Since 2013 Retirement Association, $45B* Investments, Real Estate, Hedge Funds

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Foster Pepper Investment Duration of Investment Counsel Management Client Representation Services Provided Maryland State Retirement and Pension Since 2012 Private Equity, Real Estate, Litigation System, $45B* Passive and Direct Real Estate, Alternative Arizona State Retirement System, $33B* Since 2004 Investments, Infrastructure Funds Alaska Retirement Management Board, Alternative Investments, Private Equity, Real Since 2014 $31.8B* Estate Private Equity, Real Estate, Co-Investments, New York City Police Pension Fund, $31B* Since 2004 Infrastructure Funds, Activist Funds, PPIP Funds, Hedge Funds Private Equity, Opportunistic Funds, Real Texas Education Agency, $30B* Since 2017 Estate, Infrastructure Funds, Hedge Funds Private Equity, Opportunistic Funds, Real Indiana Public Retirement System, $29B* Since 2007 Estate, Infrastructure Funds, Hedge Funds Iowa Public Employees’ Retirement Since 2010 Investment Counsel System, $29B* Employees Retirement System of Texas, Alternative Investments, Private Equity, Real Since 2015 $26B* Estate Mississippi Public Employees Retirement Since 2006 Passive and Direct Real Estate System, $25B* Texas Municipal Retirement System, Alternative Investments, Private Equity, Real Since 2017 $25B* Estate 3M Employee Retirement Income Plan Since 2011 Alternative Investments, Co-Investments Trust, $22B* San Francisco Employees’ Retirement Alternative Investments, Private Equity, Real Since 2013 System, $20.2B* Estate Public Employee Retirement System of Since 1992 Investment Counsel Idaho, $14.8B* West Virginia Investment Management Since 2008 Hedge Funds, Real Estate Board, $13.5B* New Mexico Educational Retirement Hedge Funds, Private Equity, Federal Tax Since 2006 Board, $12.3B* Issues, Litigation Alternative Investments, Private Equity, Real Chicago Teachers’ Pension Fund, $10.3B* Since 2015 Estate Arizona Public Safety Personnel Hedge Funds, Private Equity, Real Estate, Since 2011 Retirement System, $8.7B* Infrastructure Sacramento County Employees’ Since 2002 Real Estate, Litigation Retirement System, $8.5B* New Hampshire Retirement System, Since 2009 Investment Counsel $8.29B* Private Equity, Real Estate, Co-Investments, New York City Fire Department Pension Since 2004 Infrastructure Funds, Activist Funds, PPIP Fund, $8B* Funds, Hedge Funds Montgomery County Employee Retirement Since 2015 Investment Counsel, Fiduciary Matters Plans, $4.4B* Fresno County Employees’ Retirement Since 2008 Investment Counsel Association, $4B* New York City Board of Education Since 2004 Alternative Investments, Real Estate Retirement System, $4B* Employees’ Retirement Fund of the City of Private Equity, Real Estate, Opportunistic Since 2009 Dallas, $3.4B* Funds, Hedge Funds

5 Foster Pepper Investment Duration of Investment Counsel Management Client Representation Services Provided Seattle City Employees’ Retirement Since 2010 Investment Counsel, Hedge Funds System, $2.7B* Policemen’s Annuity and Benefit Fund of Alternative Investments, Tax, Investment and Since 2012 the City of Chicago, $2.3B* Advisory Agreements Alternative Investments, Investment and University of Washington Since 1997 Advisory Agreements, Litigation

Swarthmore College Since 2005 International Private Equity

University of Idaho Foundation Since 2006 Private Equity, Workouts *Approximate assets under management Private Equity. Foster Pepper provides counseling and advice to its public pension fund clients in connection with their investments, emphasizing alignment of interests, transparency and governance. Our experience with private equity funds from an investor perspective is unmatched by any other law firm in the country. Over the last five years, the firm has, as lead investment counsel, reviewed, negotiated and closed approximately 400 alternative investment matters totaling billions of dollars. Even though the investment focus of private equity funds has varied greatly over the years, as has the issues that arise with their structure and organization, due to the volume of transactions Foster Pepper has completed and continues to review, we are consistently up-to-date with respect to current market terms and conditions. Additionally, because we often represent more than one investor in the same investment, we are able to enhance our negotiating position and leverage to obtain concessions and more favorable terms for our clients. In this investment environment, it is common for managers to have multiple funds, and given our substantial experience with these managers, their counsel and investment documentation, we are familiar with terms many managers have accepted in the past. With respect to private equity investments, we thoroughly review:

 ILPA Principles and  “Claw back” Provisions  Foreign Investment Guidelines  Preferred Return and Carried Protections  AOI Hedge Fund Interest  Key Man Provisions Principles  Allocations and Distributions  Tax Analysis and Structuring  Term Sheets/Investment  Governance/Control (e.g. no  Leverage and Bridge Loan Structure fault/for cause investment Limitations  Portfolio Valuation suspension/termination, GP  Management Fees  Investment Restrictions removal and fund termination)  Co-Investment Opportunities  Reporting  Use of Advisory Boards  Exit Strategies Information/Public  Indemnification Disclosure Requests and Responses

We currently represent the following public pension funds in connection with private equity investments:

. Alaska Retirement Management Board . Indiana Public Retirement System . Arizona Public Safety Personnel . Los Angeles County Employees’ Retirement System Retirement Association . California Public Employees’ Retirement . Massachusetts Pension Reserves System Investment Management Board . Chicago Teachers’ Pension Fund . Maryland State Retirement and Pension . Employees Retirement System of Texas System . Employees’ Retirement Fund of the City of . New Mexico Educational Retirement Dallas Board . Fresno County Employees’ Retirement . New York City Fire Department Pension Association Fund

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. New York City Police Pension Fund . Sacramento County Employees’ . New York State Common Retirement Retirement System Fund . San Francisco Employees’ Retirement . New York State Teachers’ Retirement System System . Teachers’ Retirement System of the City . Oregon Public Employees Retirement of New York Fund . Teachers Retirement System of Texas . Public Employee Retirement System of . West Virginia Investment Management Idaho Board

Hedge Funds. Foster Pepper has negotiated a substantial number of hedge funds, hedge fund-of-funds and other vehicles that are defined by absolute returns. We have prepared, reviewed and negotiated a number of deals across a broad range of investment strategies and structures available in the market. The various strategies with which we have experience can be further differentiated by the fund’s approach to the market, the instruments and asset classes invested in, the market sector focus, the method used to select investments, the fund’s diversification and the leverage employed. While these differences may result in unique issues for each investment, generally, there are a number of points that we consistently address with each investment, including redemptions, liquidity and manager risk, fees and expenses, transparency and reporting requirements, indemnification and regulatory issues. We are familiar with the change in the fee structures in the market, including the TRS “1 or 30” fee structure, the “1/10/20” fee structure (i.e., where the manager receives only a 10% incentive fee if they generate below a 10% net return and if they generate more than a 10% return, the manager receives a 20% performance fee), the Superior Risk Adjusted Performance Model (i.e., that pays a manager for outperformance against a defined benchmark on a risk-adjusted basis, which may allow for the upfront payment to smaller managers, who may need the money, or a performance fee that is paid back through the performance fee for smaller managers), etc. Recently, we negotiated more than $500 million in commitments by a public pension fund in a series of risk parity funds and hedge funds, which involved complex entity structuring and international tax issues. We were able to negotiate a significant redraft of the fund’s documents to address these issues, as well as our client’s regulatory and legal concerns. We currently represent the following public pension funds in connection with hedge fund investments:

. 3M Employee Retirement Income Plan . New Mexico Educational Retirement Trust Board . Arizona Public Safety Personnel . New York City Fire Department Pension Retirement System . New York City Police Pension Fund . Arizona State Retirement System . New York State Common Retirement . Employees Retirement System of Texas Fund . Employees’ Retirement Fund of the City of . Seattle City Employees’ Retirement Dallas System . Indiana Public Retirement System . Teachers’ Retirement System of the City . Los Angeles County Employees’ of New York Retirement Association . Teachers Retirement System of Texas . Maryland State Retirement and Pension . West Virginia Investment Management System Board . New Hampshire Retirement System

Infrastructure. Infrastructure investments have become an important component of many of our clients’ real assets portfolios for diversification, performance and political or social reasons. We have worked on both economic infrastructure investments (e.g., transportation assets, toll roads, airports, bridges, etc.), regulated utilities, communications (e.g., satellites, cable systems, Internet, etc.), water systems, power plants, gas lines and other energy systems and social infrastructure investments (e.g., assets in which the government maintains control or assets are needed for the populace such as schools, prisons, hospitals, parks, and public to private partnerships where government assets are sold to private owners). While fund documentation may be similar to other “limited partnership” type investments, infrastructure investments generally present their own unique issues (e.g., the political risk of private ownership of public assets, exit strategy and market liquidity, limited manager expertise and track records as compared to other asset

7 classes, leverage and interest rate risk, asset control and government concessions/covenants). Our experience includes infrastructure investments throughout the world including, but not limited to, North America, South America, Australia and Europe. We currently represent the following clients with respect to infrastructure investments:

. Arizona Public Safety Personnel Retirement . New York City Employee’s Retirement System System . New York City Fire Department Pension Fund . Arizona State Retirement System . New York City Police Pension Fund . Employees’ Retirement Fund of the City of Dallas . New York State Common Retirement Fund . Indiana Public Retirement System . Teacher Retirement System of Texas . New Hampshire Retirement System . Teachers’ Retirement System of the City of . New Mexico Educational Retirement Board New York

Our experience working directly on projects spans across the country and beyond, including additional airport runways, clear zone issues, landfill gas to energy projects, wastewater treatment projects, and master plans and facility expansions for educational institutions. These projects involved direct investments using various structures such as operating companies, joint ventures, limited partnerships and mezzanine structures, and presented intricate and complicated licensing and financing issues. Also, we assist our clients in developing public-private partnerships to finance infrastructure improvements, including developers’ agreements, latecomers’ agreements, local improvement districts, and project-specific tax increment financing.

Separate Accounts. Our attorneys have extensive experience in structuring, drafting, reviewing and negotiating a wide range of separate accounts. We have counseled clients on numerous separate accounts, both within and outside of the United States. Foster Pepper’s Investment Management attorneys are very familiar with the often complex negotiations and careful investment and tax strategy considerations required to structure separate accounts. We strive to structure each transaction to provide our clients with effective and efficient ways of implementing their particular arrangements taking into account the particular deal terms, state laws and policy restrictions of each client.

Management and Advisory Agreements. Our attorneys have broad experience in drafting, reviewing and negotiating a wide range of management and advisory agreements (for example, investment management agreements, trading advisory agreements, and agreements with a range of service providers and custodians), and structuring transactions to provide our clients effective and efficient ways of implementing arrangements with various types of managers, advisors, and other service providers. We have counseled clients on their arrangements with both large investment managers as well as emerging managers. In addition, our attorneys have experience with derivative contracts and ISDA agreements. Representative investment managers, trading advisors, and certain other service providers we have worked with include, but are not limited to:

. Acadian Investments, LLC . Fisher Investments . AllianceBernstein, L.P. . FORT LP . AQR . GoldenTree Asset Management . Artisan Partners . Graham Investments . Baring International Investment Limited . Income Research + Management . Berenberg . Institutional Capital LLC (ICAP) . BlackRock . Invesco Investment Services, Inc. . BNY Mellon . IPM (Informed Portfolio Management) . Boston Trust & Investment Management . J.P. Morgan Investment Management, Inc. . Brandywine Global Investment . Lazard Ltd. Management, LLC . Loomis, Sayles & Company . Causeway Capital Management . LSV Asset Management . Channing Capital Management . Lynx Investment Advisory . DoubleLine Capital . Mellon Capital Management . Earnest Partners . Netols Asset Management . Enhanced Investment Technologies, Inc. . Neuberger Berman

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. Northern Trust . State Street Corporation . Northstar Investment Advisors . Systematic Financial Management, L.P. . P/E Investments . T. Rowe Price . Parametric Portfolio Associates LLC . Thompson Siegel and Walmsley LLC . PIMCO (Pacific Investment Management . Thornburg Investment Management Company, LLC) . Townsend Group . Principal Guardian . Walter Scott & Partners . Quantmetrics Capital Management . WAMCO (Western Asset Management . Robert W. Baird & Co. Company) . Russell Investments . Wellington Management . Segall Bryant & Hamill . Windhaven Investment Management

Investment Consultants. We have assisted a number of our clients with the review and the negotiation of their investment consulting agreements and have otherwise negotiated or worked directly with a number of our clients’ consultants. These investment consultants include:

. Caledon Capital Management . Real Asset Property Management . Calla Associates . Strategic Investment Solutions . Credit Suisse (Customized Fund Investment Group) . The Townsend Group . Hamilton Lane Advisors . Top Tier Capital Partners LLC . New England Pension Consultants . Torrey Cove Capital Partners (f/k/a PEG . ORG Portfolio Management Asset Management) . Pension Consulting Alliance . Wilshire Associates

The agreements we have worked on include both “primary” or “general” consultant agreements for overall consulting and advice with respect to a client’s entire portfolio and “specialist” consultant agreements with respect to a specific sector in their portfolio (e.g., private equity consultants, real estate consultants and others). This work on behalf of our clients has allowed us to develop very good working relationships with nearly all of the well-known public client investment consultants in the industry.

Derivatives. We have extensive experience representing our institutional and public fund clients in various derivatives transactions. Our attorneys have extensive experience with both debt and equity derivatives transactions involving current and forward interest rate and currency swaps and “swaptions,” caps, floors, collars and related instruments, commodities, securities and credit. We have significant experience in negotiating International Swaps and Derivatives Association (ISDA) agreements, schedules, annexes, credit support instruments, certificates and opinions required to successfully close derivative transactions. We have negotiated and documented a number of ISDA master agreements for a public pension fund client, including the first ISDA master agreement for the investment division of a university, which has the fifth largest endowment among all public universities in the country, exceeding $2.5 billion.

Securities, Workouts, Litigation and Related Disputes. Given the significant number of investments Foster Pepper has handled over the years, it is to be expected that some of our public pension fund clients have experienced difficulties with their investments due to fraud, mismanagement, breach of fiduciary duty, placement agent concerns, key man events or simply bad investments or market disruptions. While the firm is not a securities litigation firm, unfortunately bad, disappointing investments occur which do not warrant the initial engagement of a securities litigation firm. On numerous occasions Foster Pepper has been requested by clients to engage in the review and analysis of those troubled investments to assist in resolving the problems of the investment because we are regarded by many of our pension fund clients as one of the top investment workout law firms in the country. We have been involved in numerous negotiations avoiding litigation in all instances and have satisfactorily resolved a number of very complex investment disputes. Over the last three years, Foster Pepper has represented the following pension funds in various workout situations, including litigation: . 3M Employee Retirement Income Plan Trust . Chicago Policemen’s Annuity and Benefit Fund . Employees’ Retirement Fund of the City of Dallas

9 . Maryland State Retirement and Pension System . New Mexico Educational Retirement Board . New York City Pension Funds . New York State Common Retirement Fund . Oregon Public Employees Retirement Fund . Public Employee Retirement System of Idaho Handling such workout matters requires a complete understanding of the investment documents, particularly the duties and responsibilities of the manager, the meaning of the negotiated terms and conditions from a legal perspective, exit rights and, sometimes most importantly, coordination with other limited partners (i.e., the advisory board members). It is not uncommon for the limited partners to designate lead counsel, such as Foster Pepper, for the negotiations with the manager to coordinate, pursue and execute the options available to, and selected by, the limited partners. In the last three years, Foster Pepper has been retained in five instances as lead counsel to oversee substantial fund workouts. California-Specific Compliance Advice. Our team regularly provides advice and analysis in connection with our California public pension fund clients’ efforts to comply with the disclosure requirements of AB 2833. This work includes successful implementation of associated obligations in our clients’ contracts with alternative investment vehicle managers, which frequently involves significant discussions and negotiations to ensure our clients are able to meet their obligations under the new law. In addition, we also advice our California-based public pension funds clients with respect to the Brown Act and the Public Records Act.

B. Fee Proposal

Please see Exhibit C for our completed Fee Proposal.

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Exhibit A: Team Biographies and Experience Please see below for brief biographies of our team members. Full biographies are included in the “Additional Materials” section of this proposal. All of the Foster Pepper attorneys featured are in good standing with their respective state bar associations. V. Rafael Stone Member and Chair, Investment Management Practice 206.447.8999 [email protected] Rafael would continue to serve as the lead attorney for FCERA. He chairs the firm’s Investment Management Practice Group and advises over 30 public pension funds located throughout the United States, in all aspects of public pension fund alternative investments. His practice focuses on U.S. and international private equity, hedge funds, infrastructure, real estate, opportunistic funds and direct investments. In his role as Chair of the Investment Management practice, Rafael has successfully navigated through a significant number of workouts and overseen litigation involving disputes between our investor clients and the fund managers. He has practiced in this area since 1989. In 2015, Rafael was named to The National Black Lawyers Top 100 list, a professional honorary association recognizing preeminent black lawyers nationally. Rafael is a frequent speaker at alternative investment conferences across the country. Most recently, he chaired a panel discussion at Africa Investor’s CEO Investment Summit, an annual summit held in association with the World Bank Group and the opening of the United Nations session. The panel titled, “Roundtable on U.S. Pension Funds & Endowments Investing in Africa,” featured leaders from top pension funds in the United States (and Foster Pepper investment management clients) including New York State Common Retirement Fund, the City of Dallas Employees Retirement Fund and TIAA-CREF. He earned his J.D. from the University of Washington School of Law and his B.A. from the University of Washington. Rafael is admitted to practice in Washington (#5365), Arizona (#28207), New York (#568088), and the District of Columbia (#469836).

Robert A. Perez Member 206.447.1997 [email protected] Bob would continue to serve as one of two primary backup attorneys for FCERA. He is a member of the firm’s Executive Committee and he is the second most senior attorney in the Investment Management practice, having represented institutional investors for the last eighteen years, the last fourteen of which have been at Foster Pepper. He has a U.S. and international business transactions practice focusing on alternative and private equity investments, public securities investments, structured investments and financing and joint ventures. His primary concentration is on representing and advising the firm’s public institutional investors in domestic and international private investments and transactions on an individual and commingled basis, including partnerships and limited liability companies, investment management agreements, transition management agreements, futures agreements, securities lending agreements, custodial agreements and open and close ended commingled fund investments (e.g., private equity, hedge / opportunistic, venture capital, special situation, real estate, infrastructure, etc.) as well as secondary transactions, co- investments and direct company investments and other private and public securities matters. Bob also provides educational presentations to public pension funds (both clients and non-clients) and their boards regarding fiduciary, policy and other alternative investment matters. He received his J.D. from the University of Washington School of Law and his B.S. in engineering (cum laude) from Arizona State University. Bob is admitted to practice in Washington (#29700), Texas (#24105024), New York (#5539341), New Mexico (pending), Alaska (#1712091) and Arizona (#034151).

11 Vandana (Van) P. Harris Member 206.447.6296 [email protected] Van would continue to serve as one of two primary backup attorneys for FCERA. She advises public pension fund clients on all aspects of domestic and international alternative investment transactions, as well as related U.S. and international tax matters. She has practiced in the U.K., Kenya and the U.S. since 1997 and concentrates her practice on structuring, drafting, negotiating and providing counsel to our clients with respect to international investments, private equity funds, hedge funds, venture capital funds, joint venture transactions and domestic and offshore investment vehicles. In the past year, Van has provided counsel on a multitude of hedge funds, domestic and international alternative transactions and joint ventures, as well as numerous separate accounts, co-investments and secondary sales for our public and corporate pension fund clients. Van has an LL.M. in International Tax Law from New York University School of Law, received her law degree from The College of Law (London, UK), and her LL.B. from the University of Bristol. Van is admitted to practice in New York (#723907), Washington (#48037), the District of Columbia (#1019339) and as a Solicitor of the Senior Courts of England and Wales.

Matthew B. Maynard Member 206.447.7291 [email protected] Matt is a member of the firm’s Investment Management practice and concentrates his practice in general corporate matters and alternative investments. Matt has practiced since 2008 and has extensive experience representing public pension funds and other institutional investors with domestic and international private investment transactions on an individual and commingled basis, including investments in private equity funds, hedge funds, venture capital funds, special situation funds, real estate, infrastructure and more. Matthew also assists his clients with secondary

transactions, direct company investments, co-investments, investment management agreements, transition management agreements, and other private and public securities matters. He has never been disciplined or censured by any regulatory body or court. He earned his J.D. from Seattle University School of Law and his B.A. from Whitman College. Matt is admitted to practice in Washington (#40944).

Denny F. Wong Member 206.447.6263 [email protected] Denny, who has practiced tax law since 1982, has extensive experience representing clients on matters relating to corporations, partnerships and limited liability companies, with a particular emphasis on tax planning. He advises clients on the formation, operation, structuring and restructuring of business entities, nonprofit corporations, executive compensation, retirement plans and mergers and acquisitions. He also advises the firm’s pension fund clients on tax matters relating to real estate transactions and REITs, structuring and restructuring of entities and alternative investment transactions. He received his LL.M. from New York University, a J.D. from Cornell University, a M.A. from University of California at Berkeley and a B.A. from the University of Washington. Denny is admitted to practice in Washington (#21286).

Michael Y. Zhao Associate 206.447.6275 [email protected] Michael’s primary practice concentration is in domestic and international investments for public and private institutional investors across a range of alternative investments including private equity, hedge funds, commingled funds and separate accounts, collective investment trusts and commercial domestic and global real estate. Michael received his J.D. from the University of Virginia School of Law and his B.S. from the University of Southern California. He is admitted to practice in Washington (#48214).

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Paul Heer Associate 206.447.2894 [email protected] Paul is an associate in the firm’s Investment Management group. His primary focus is in domestic and international investments for public and private institutional investors across a range of alternative investments, including private equity, hedge funds and domestic and global real estate funds. He earned his J.D. from the Seattle University School of Law in 2016 and his B.A. from the University of Washington. Paul is admitted to practice in Washington (#51295).

Isaac Joy Associate 206.447.6266 [email protected] Isaac is a first-year associate in the firm’s Investment Management group. He served as a summer associate to the firm’s Investment Management practice group in 2016, focusing his work on domestic and international investments. He earned his J.D. from Harvard Law School his B.A. from Amherst College. Isaac is admitted to practice in Washington (#53120).

Zachary J. King Associate 206.447.4400 [email protected] Zach will join the firm in June 2018 from the New York office of Paul, Weiss, Rifkind, Wharton & Garrison LLP. He has practiced in the area of tax law since 2014. As a member of our team, Zach will provide the firm’s institutional investor clients with advice in connection with the tax aspects of organizational structure, compliance and investor relations. He earned his LL.M in Taxation and his J.D. from the New York University School of Law and his Sc.B. in Electrical Engineering from Brown University. Zach is admitted to practice in New York (#5344601).

Haley Stencel Associate 206.447.4400 [email protected] Haley will join the firm’s Investment Management team in June 2018 from the Alabama firm Capell & Howard. She earned her joint J.D./M.B.A. from Samford University and her B.A. from Fort Lewis College. In May 2018, she is expected to complete her LL.M. in Taxation from the New York University School of Law.

Michael D. Kuntz Member 206.447.8959 [email protected] Mike focuses his practice on real estate and real estate finance. His practice emphasizes commercial and residential development and finance, primarily representing commercial and residential developers, development interests and institutional investors. Mike has familiarity with numerous real estate matters, including real estate development, acquisitions, sales, leasing, partnerships, tax, debt and equity financing, and architect and construction contracting. He is listed in Chambers USA as a leading individual for real estate law as well as listed among The Best Lawyers in America for his work in real estate law. He received his J.D. from the University of Washington School of Law and his B.A. from the University of Puget Sound. Mike is admitted to practice in Washington (#11882).

13 John S. Santa Lucia Member 206.447.6237 [email protected] John has a broad real estate and real estate finance practice and represents national and international developers and investors. His practice has an emphasis on acquisitions, dispositions, development, and financing of multi-family residential projects, and office and commercial facilities. He received his J.D. from Northwestern University School of Law and his B.A. from Northwestern University. John is admitted to practice in California (#137612), Washington (#47179) and Illinois

(#6271424).

Jacob A. Scholl Of Counsel 206.447.6228 [email protected] Jacob, who has practiced since 1998, focuses his practice on business and finance law. He is particularly experienced with corporate finance and securities, hedging transactions (including derivatives and interest rate swaps), mergers and acquisitions and state and federal financial institution regulation. He earned his J.D. from Harvard Law School and his B.A. from Yale University. Jacob is admitted to practice in Washington (#38319).

John Ray Nelson Member 509.777.1604 [email protected] John is a trial lawyer with substantial experience representing clients in state and federal courts as lead counsel in complex commercial litigation with a particular emphasis in real estate and contract disputes. He has worked with many of the team’s public pension fund clients on litigation and dispute matters. John has practiced since 1988. He earned his J.D. from the University of Utah, S.J. Quinney College of Law, an M.A. from the University of Washington and his B.A. from Utah State University. He is admitted to practice in Washington (#16393), Idaho (#7588) and Utah (#5003).

Christopher G. Emch Member 206.447.8904 [email protected] Chris is a seasoned litigator with an active practice focused on commercial litigation, securities law and business and other contractual disputes. He has litigated in state and federal courts in California, Oregon and Washington. He has worked with many of the team’s public pension fund clients on litigation and dispute matters. Chris has practiced since 1996. He earned his J.D. from the University of Michigan Law School and his A.B. from Dartmouth College. He is admitted to practice in California (#168877), Oregon (#152444) and Washington (#26457).

Deborah A. Crabbe Member 206.447.5325 [email protected] Deborah focuses her practice on the representation of public pension funds, lenders, trade creditors, trustees and receivers in all aspects of workout proceedings, secured transactions, receiverships and bankruptcies. Deborah is regularly listed in The Best Lawyers in America and Chambers USA for her work in bankruptcy and creditor-debtor rights law. She has practiced in this area for more than 23 years and actively participates in the American Bankruptcy Institute. She

received her J.D. from Seattle University School of Law, her M.S. from the University of Massachusetts and her B.A. from Laurentian University. Deborah is admitted to practice in Washington (#22263) and Oregon (#41510).

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J. Scott Galloway Of Counsel 206.447.8919 [email protected] Scott focuses his practice on ERISA, employee benefits, executive compensation, fiduciary and investment law. He has substantial experience advising clients with respect to investment of pension and retirement assets. He advises large and small employers with respect to tax, Title I, Title IV, labor, ADEA and securities law issues involving pensions, profit-sharing, 401(K), stock bonus, stock options, deferred compensation, and medical and other welfare benefit plans, as well as executive compensation planning. Scott earned his LL.M. from New York University, his J.D. from the University of Toledo and his A.B. from the University of Notre Dame. Scott is admitted to practice in Washington (#26628).

15 Experience: Representative Transactions

. Representative Transactions: Private Equity . Representative Transactions: Hedge Funds . Representative Transactions: Infrastructure Funds . Representative Transactions: Real Estate . Representative Transactions: Direct Real Estate . Representative Transactions: Properties Acquired By Joint Venture

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Representative Transactions: Private Equity

. 57 Stars Global Opportunity Fund 3, LP . Colony Distressed Credit Fund III, L.P. . ABRY Advanced Securities Fund II, LP . Colony Investors VIII, L.P. . Acon Equity Partners III, IV, LP . Comvest Capital III, L.P. . Actis Global 4 . Content Partners Fund 3 L.P. . Adams Street 2015 US Fund, LP . Court Square Capital Partners III, LP . ADV Opportunities Fund I, L.P. . Crescent Capital Partners V, LP . Advent Intl. GPE VII LP . Crescent Mezzanine Partners VI . Advent Legacy Securities PPIF Ltd . Crestview Partners III, LP . AEW Core Property Trust (U.S.), Inc. . CVC Capital Partners VI LP . AEW Senior Housing Investors II, LP . CVI Credit Value Fund A III LP . Albourne America Agreement . D.E. Shaw Multi-Asset Fund, LLC . Alcentra European Direct Lending Fund . Dallas Integrity, Inc. . Alterna Core Capital Assets Fund II, LP . DBL Partners III, L.P. . American Securities Opportunities Fund I . Dorchester Capital Secondaries III, LP . Amerra Agri Fund II, LP . Dover Street VIII, IX, LP . Amstar Separate Account . Doubleline Capital, LP . Apollo Investment Fund VII, VIII, LP . Drawbridge Special Opportunities Fund LP . AQR Global Risk Premium Fund I and II . Drug Royalty III, LP . AQR Style Premia Fund, LP . Earnest Partners China Fund . Aquiline Financial Services Fund III, L.P. . Eastern Timberland Opportunities II . AREIF Holdings, LP . Edgewater Growth Capital Partners IV, LP . Argand Partners Fund, LP . EIG Energy Fund XVI, LP . Ares Corporate Opportunities Fund IV, V, LP . Elementum NatCat Offshore Fund Ltd . Audax Private Equity Fund IV, LP . Elevation Partners, LP . Avista Capital Partners II, LP . EnCap Flatrock Midstream Fund II . Bain Capital Europe Fund IV, L.P. . Endeavour Capital Fund VII, LP . Bain Capital Fund XI, L.P. . Enhanced Equity Fund II, LP . Bertram Growth Capital II, LP . Enhanced RAFI International, LP . BlackRock Institutional Trust Company . EPIC Ventures IV, V, LP . Blackstone Energy Partners II LP . EQT Infrastructure II Limited Partnership . Blackstone Real Estate Debt Strategies I, II, LP . Everstone Capital Partners III . Blue Water Energy I, LP . Falcon IV . BlueCrest Capital International Ltd . Falcon Strategic Partners IV, LP . BlueTrend Fund Ltd . First Quadrant Essential Beta Fund Ltd . BP Natural Gas Opportunity Partners, LP . First Reserve XII, XIII, LP . BR/ERB Tactical Opportunities, L.P. . FLAG Venture Partners VIII, LP . Bridgepoint Europe IV, V, LP . Fortress Asia Macro Fund LP . Bridgewater All Weather Portfolio Ltd. . Francisco Partners IV . Bridgewater Pure Alpha Major Markets II . Franklin Park Venture Fund Series 2012 . Brookfield Timberlands Fund V LP . Franklin Park Venture Fund Series 2014 . Caledon Co-Investment Fund . GAM Unconstrained Bond Fund . Carlyle Asia Partners IV . Gamut Investment Fund I, LP . Carlyle Japan International Partners III . GenNx360 Capital Partners II, LP . Carlyle Maison Partners II, LP . GI Fund IV . Carlyle Strategic Fund . Gilde Buy-Out Fund IV, LP . Carlyle Sub-Saharan Africa Fund . Goode Partners Consumer Fund I, LP . CarVal CVI Credit Value Fund A III . Gores Capital Partners II, LP . CCMP Capital Investors III, LP . Gramercy Distressed Opportunity Fund II . Centerbridge Capital Partners III, LP . Grosvenor Institutional Partners, LP . Cerberus Institutional Partners V, LP . GSO Capital Solutions Fund II LP . Clayton, Dubilier & Rice Fund IX, LP . GSO European Senior Debt Fund LP . Clearlake Capital Partners II, III, LP . Halderman Farmland Separate Account . Coller International Partners VI, LP . Hamilton Lane Co-Investment Fund III

17 . Hamilton Lane PE Fund VII, VIII, LP . Pacific Equity Partners Fund V, LP . Hamilton Lane Secondary Fund III LP . Palladium Equity Partners IV, V, L.P. . Hancock Capital Partners V, LP . PanAgora Diversified Risk Multi-Asset Fund . Harbourvest HIPEP VII . Panda Power Fund II . Heitman America Real Estate Trust . Panda Sherman Power Holdings . Hellman & Friedman Hockey Partners, LP . Parthenon Investors IV . HIG Capital Partners V, LP . Pathway Private Equity Fund LP . Hoplite Partners, LP . Patriot Financial Partners II, LP . Horizon Portfolio LP . Paul Capital Partners X, LP . Hudson Bay Fund LP . Perseus Partners VII, LP . Industrial Opportunity Partners, LP . PIMCO All Asset All Authority Fund . Industry Ventures Part. Holdings III-B . PIMCO All Asset Collective Trust . Industry Ventures Partnership Holdings I . Pimco Inflation Response Strategy Fund L . Industry Ventures Secondary VII, L.P. . Pine Brook Capital Partners II, L.P. . Industry Ventures Special Opportunities . Pine River Fund Ltd . Ironwood Mezzanine Fund III, LP . Pine Street Emerging Managers I, LP . Invesco Balanced Risk Commodity Trust . Portfolio Advisors Private Equity Fund V . Investec Institutional Pan African Fund, LP . Presidio Partners 2014, LP . IV/ERB Investment Fund, I, L.P. . Prime Property Fund, LLC . JPMCB Emerging Market Fund . Principal Real Estate Debt Fund, LP . JPMorgan Comingled RE Fund IMA . Prometheus Franchise Restaurant Holdings . K2 Overseas Investors . Prophet Equity, LP . K2 Summit Partners LLC . Psilos Group Partners III, LP . KH Growth Equity Fund, LP . Quadrant Fund I, LP . KKR Asian Fund II . Quaker Bioventures II, LP . KKR China Growth Fund, LP . RAPM-NMERB Co-Investment Fund, LP . KKR NA Fund XI, LP . Realterm Logistics Fund, LP . KSL Capital Partners III, LP . Relativity Fund, LP . Landmark Equity Partners XIV, LP . Rhone Partners V, LP . Leeds Equity Partners V, LP . Riverstone Fieldwood Partners LP . Levine Leichtman Capital Partners IV, LP . RLJ Equity Partners Fund II, LP . Lexington Capital Partners VIII, L.P. . RoundTable Healthcare Partners IV, LP . Lighthouse Capital Partners VII LP . Sector Performance Fund, LP . Lindsay Goldberg IV, L.P. . Senator Global Opp. Fund . Lone Star Fund VIII, IX (U.S.), LP . Shamrock Activist Value Fund, LP . Marlin Equity IV, LP . Silver Lake Partners IV, LP . MBK Partners Funds II, III, LP . Siris Partners III . Mesirow Financial Real Estate Value Fund . Sofinnova Venture Partners VIII, LP . Mill Road Capital II LP . Solera Partners II, LP . Mondrian Emerging Markets and Small Cap . Spectrum Equity Investors VI, LP . Monroe Capital Senior Secured Direct Loan . St Cloud Capital Partners II, LP . Montlake Capital III, LP . Standard Life Invstmnts GARS Offshore Feeder . MSouth Equity Partners III, LP . StarVest Partners II, LP . NB Emerging Markets Equity Fund LP . Starwood Distressed Opportunities Fund . Neuberger Berman Strategic Co-Investment . Stone Harbor Emerging Markets Debt Blend . New Mountain Partners III, IV, LP . Storm Ventures Fund V, LP . Newbury Equity Partners III . SW Pelham Fund III, L.P. . Newstone Capital Partners, LP . Sycamore Partners II, LP . NGP Agribusiness Follow-on Fund, L.P. . Tilden Park Investment Fund LP . NGP Natural Resources XI, L.P. . Top Tier Venture Velocity Fund, LP . NMS Fund II, LP . TowerBrook Investors III, IV, LP . Oaktree Opportunities Fund VIII, IX, LP . TPG Growth III, LP . OHA Strategic Credit Fund II, LP . TPG Partners VII, LP . One Rock Capital Partners II, LP . Translink Capital Partners I, LP . OrbiMed Global Healthcare Fund, Ltd . Trian Partners Strategic Investment Fund . OxAM Quant Fund Ltd . Triton Fund IV, LP

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. Urdang Value-Added Fund II, LP . Warburg Pincus Private Equity X, XI, LP . Vista Equity Endeavor Fund I, LP . Waterland Private Equity Fund VI, LP . Vista Equity Partners Fund V, VI, LP . White Deer Energy LP II . Vista Foundation Fund I, II, LP . Windjammer Senior Equity Fund IV LP . Vistria Fund, LP . Wynnchurch Capital Partners IV, LP . W Capital Partners III, LP . Z Capital Special Situations Fund II, III, LP

Representative Transactions: Hedge Funds

. Aberdeen Institutional Commingled Funds, LLC . Grosvenor CFIG Fund Partners IV, LP . AllianceBernstein All Asset Deep Value Fund, LP . HBK Multi-Strategy Fund L.P. . AlphaQuest Original LLC . HBK Multi-Strategy Offshore Fund Ltd. . AQR Global Risk Premium Funds . Hoplite Partners, L.P. . AQR GRP EL Fund, LP . Horizon Portfolio L.P. . Aristeia Partners, LP . Hudson Bay Fund LP . Asia Alternatives Capital Partners III, LP . Hudson Bay International Fund Ltd . BCA CAP I, LP . K2 Overseas Investors I, Ltd. . Beach Point Select Fund LP . Key Square Partners L.P. . Black River Fixed Income Relative Value . Kildare European Partners II, LP Opportunity Fund (Onshore) Ltd. . KKR Prisma LLC . Blackstone Tactical Opportunities Fund II-N LP . Loomis Sayles Senior Loan Fund LLC . Blue Mountain Credit Alternatives Fund Ltd. . Monroe Capital Private Credit Fund II, LP . BlueCrest Capital International Ltd . Morgan Stanley Galaxy Fund . BlueTrend Fund Ltd . NB Emerging Markets Equity Fund LP . Bridgewater All Weather Portfolio II, Ltd. . Nimbus Weather Fund L.P. . Bridgewater Pure Alpha Fund I . OrbiMed Global Healthcare Fund, Ltd . Bridgewater Pure Alpha Fund II . OWS Credit Opportunity Fund, L.P. . Bridgewater Pure Alpha Major Markets II . Parthenon . BW Pure Alpha II . Pluscios Fund LLC . CB Richard Ellis Strategic Partners UK I . Polunin Developing Countries Fund, LLC . Clareant European Direct Lending (Levered) Fund II . Prime Property Fund, LLC . Column Group, LP, The . Rock Creek Potomac Fund, Ltd. . Contour Venture Partners III-A . SAIF Partners IV, LP . Davidson Kempner Institutional Partners, L.P. . Segall Bryant & Hamill Collective Investment . Dorchester Capital Secondaries Offshore IV, L.P. Trust . Double Black Diamond Ltd. . Segall Bryant & Hamill International Small Cap . Drawbridge Special Opportunities Fund LP Trust . Eaton Vance Institutional Senior Loan Plus Fund . Senator Global Opportunity Offshore Fund II Ltd (Cayman Island’s Mutual Fund). . Sound Mark Horizons Fund, LP . EMSO Saguaro Ltd . Standard Life Investments Global Absolute . EnTrustPermal PABF Fund LLC Return Strategies Offshore Feeder Fund Ltd. . Farallon Capital Offshore Investors, Inc. . Stone Harbor Global Funds PLC . Fir Tree International Value Fund II, Ltd. . TCW/Crescent Mezzanine Partners V, LP . First Quadrant Essential Beta Fund, Ltd . Tilden Park Investment Fund LP . Frazier Life Science VIII, LP . West Hill Equity Partners, LP . GAM Unconstrained Bond Fund . Veritas Capital Fund IV, LP, The

Representative Transactions: Infrastructure Funds

. Actis Energy 4 LP . Alinda Infrastructure Fund II LP . Brookfield Infrastructure Fund III, L.P.

19 . Caledon Andromeda B Investments, L.P. . Citi Infrastructure Partners, LP . Emerald Infrastructure Development Fund, LP . EnCap Energy Infrastructure Fund LP . EQT Infrastructure Fund II, L.P. . First Reserve Energy Infrastructure Fund II, L.P. . First Reserve Energy Infrastructure Fund, LP . Global Infrastructure Partners III A/B, L.P. . IFM Global Infrastructure (US) L.P. . ISQ Global Infrastructure Fund II (UST), LP . ISQ Global Infrastructure Fund (UST), L.P. . KKR Global Infrastructure Investors III, LP . Meridiam Infrastructure Europe III SLP . NGP Energy Technology Partners II, LP . North Haven Infrastructure Partners II LP . Panda Power Generation Infrastructure Fund, LP . Stonepeak Infrastructure Fund III, L.P. . Stonepeak Infrastructure Fund II, L.P. . Stonepeak Infrastructure Fund, L.P. . Ullico Infrastructure Taxable Fund LP . White Deer Energy II, LP . White Deer Energy LP

Representative Transactions: Real Estate

. 57 Stars Global Opportunity Fund 3, LP . Dawson Real Estate Fund LP . ABR Chesapeake Investors III LP . DMR Mortgage Opportunity Fund Ltd . AEW Core Property Trust . Horizon Portfolio LP . AEW Senior Housing Investors II . Fidelity Real Estate Growth Fund III LP . AEW Value Investors II LP . Five Arrows Realty Securities V . AEW VIF II REIT . Genesis Workforce Housing Fund . AG Capital Recovery Partners VII LP . Greenfield Acquisition Partners V LP . AG Core Plus Realty Fund II LP . Guggenheim Structured Real Estate III . AG Recovery Fund VII . Heitman America Real Estate Trust LP . AllianceBernstein All Asset Deep Value Fund . ING Clarion Debt Opportunity Fund II, III . AMB Institutional Alliance REIT . Integral Urban Fund I LP . American Value Partners Fund I . Invesco Core Real Estate – U.S.A. . American Value Partners Fund I LP . Invesco Mortgage Recovery Fund, LP . Apollo European Real Estate Fund III LP . LaSalle Property Fund, LP . Ares Distressed Securities Fund LP . Lone Star Real Estate Fund (U.S.), II and III . BDCM Opportunity Fund III, LP . MacFarlane Urban Real Estate Fund II LP . Beacon Capital Strategic Partners V LP . Metropolitan Workforce Housing Fund . BlackRock Retail Opportunity Fund LP . Prima Mortgage Trust . Blackstone Real Estate Debt Strategies I . Prudential PRISA I, II, III . Blackstone Real Estate Partners Asia . Realty Associates IX LP . California Smart Growth Fund IV LP . Rockpoint Real Estate Funds III, IV, and V . Canyon-Johnson Urban Fund II, III . (Rothschild) Five Arrows Realty Securities V . Capri Urban Investors LLC . RREEF America REIT II and III . Carpenter Community BancFund . Senior Housing Partnership Fund V . CBRE Strategic Partners UK Fund III LP . Shared Real Estate Ventures LLC . CBRE US Core Partners LP . SSgA US REIT Index Non-Lending Fund . CityView LA Urban Fund I LP . Starwood Distressed Opportunity Fund IX, X . Colony Distressed Credit Fund LP . Stinson Capital Partners LP . Colony Investors VIII LP . Stockbridge Real Estate Fund LP . Conservation Forestry Capital II LP . TIAA-CREF Asset Mgmt Core Property Fund

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. Tishman Speyer Real Estate Venture VII LP . Urban American Real Estate Fund II LP . Townsend Consortium Feeder Fund LP . Westbrook Real Estate Fund VII, VIII . UBS (US) Trumbull Property Fund LP

Representative Transactions: Direct Real Estate

(1) KP Direct Investments. KP Legacy LLC (f/k/a Koll/PER LLC) is an operating company managed by AEW Capital Management, Inc. and the Public Employee Retirement System of Idaho (“PERSI”), with a $500 million equity allocation, involving over 50 direct investments in real estate industrial parks and office buildings located west of the Mississippi River. We drafted and negotiated the operating and management agreements and represent the joint venture.

(2) Olympic Direct Investments. Olympic-IDA Fund II LLC is an operating company between Olympic Investors LLC and PERSI, with an allocation exceeding $350 million in equity, involving over 75 direct investments in multi-family housing, hotels and resorts located through the U.S. We drafted and negotiated the operating and management agreements and represent the joint venture, as well as the portfolio ventures.

(3) Cascade Direct Investments. CAH-IDA Affordable LLC is an operating company between Cascade Affordable Housing and PERSI, with a $300 million equity allocation, involving over 70 affordable housing investments involving both general partner interests and fee interests with some of the assets. Foster Pepper structured the ventures and represents each portfolio investment.

(4) New York State Common Retirement Fund. On behalf of the New York State CRF, we negotiated: (i) the sale of 1001 Fourth Avenue Plaza in Seattle for a purchase price of $450 million; (ii) the purchase of a co-investment interest in 1211 Avenue of the Americas in New York for a total purchase price of $637 million and (iii) CRF’s investment in the Wells Fargo Plaza office building and garage in Houston, which aggregate purchase price exceeded $250 million; and (iv) the purchase of a co-investment interest in Washington, DC’s Constitution Center for a record price of $744 million.

(5) Foster Pepper has also assisted the Arizona State Retirement System with the restructure, financing and leasing of two large office buildings it owns in Tucson and Phoenix, and continues to oversee ASRS’s legal issues such as negotiating and structuring the property management agreements with CBRE and Cushman & Wakefield.

(6) Foster Pepper represented CBREI (an investment arm of CBRE) as local counsel for the acquisition and financing of the Smith Tower in downtown Seattle, and have subsequently continued to represent CBREI on leasing for the project. We will also act as local counsel for CBREI in connection with the pending listing and sale of the property.

(7) We represented Capri Partners and its separate fund investor, Los Angeles County Employees Retirement Association, in the purchase of the Tower Apartments in downtown Seattle.

(8) Foster Pepper serves as local counsel to Livcor, the residential real estate subsidiary of Blackstone, in connection with a $20 million disposition of an apartment complex.

Representative Transactions: Properties Acquired by Joint Venture

. Arrowhead Foundations, AZ . Midway Business Park, AZ . Black Canyon Business Park, AZ . Scottsdale Norte, AZ . Camelback Lakes, AZ . Southwest Gas Building, AZ . Fiesta Tech Center, AZ . Superstition Springs Center, AZ

21 . 24141 Venture Boulevard, CA . Rancho Mesa Apartments, NV . Airport Business Center, CA . South Valley Apartments, NV . Ash Creek Apartments, CA . Spanish Hills Apartments, NV . Atrium Court Apartments, CA . Trident Business Park, NV . Calabasas Courtyards, CA . Tropicana Executive Center, NV . City of Industry, CA . Hotel Fifty, OR . College Business Park, CA . Resort at the Mountain, OR . Cooley Business Park, CA . AmeriVest Portfolio, CO, AZ, TX . Coral Tree Business Center, CA . Arbor Woods Apartments, TX . Fitch Avenue Office Building, CA . Arlington Park, TX . Highland Creek Apartments, CA . Baytown Apartments, TX . Hunter Business Park, CA . Bethel Place, TX . Irvine Spectrum, CA . Birchwood Apartments, TX . Jade Corporate Center, CA . Bluff Ridge Apartments, TX . Koll Center Ontario, CA . Bristol Oaks Apartments, TX . La Colinas Apartments, CA . Casa Bella, TX . La Costa Meadows, CA . Cedar Crest, TX . Mission Courtyard, CA . Cedar Hill Apartments, TX . Muirlands, CA . Clark Point Apartments, TX . Peninsula Pointe, CA . Del Sol Apartments, TX . Railroad Commerce Center, CA . Eastside Village Apartments I & II, TX . Raintree Apartments, CA . El Dorado Apartments, TX . Riverside Technology Business Park, CA . Estrada Apartments, TX . Rockfield Plaza, CA . Granite Beltway 8, TX . San Juan Capistrano, CA . Greenhill Park, TX . Santa Fe Springs Center, CA . Greenville Senior Housing, TX . Torrance Business Center, CA . Hackberry View, TX . Valencia Park Executive Center, CA . Hampton Court, TX . 6804 East 48th Avenue, CO . Heatherwilde Villas, TX . Aurora Business Center, CO . Hickory Trace Apartments, TX . Gateway Plaza, CO . Hidden Creek Apartments, TX . Kellogg Building, CO . Highland Gardens, TX . Sheridan Center, CO . Highland Meadows, TX . Cedar Grove Apartments, FL . Hillsboro Apartments, TX . Emerald Dunes Apartments, FL . Johnson Creek Apartments, TX . Lake Gray Apartments, FL . Kirnwood Apartments, TX . Lakeside Commons, FL . Knollwood Villas, TX . Park Villas, FL . Lancaster Apartments, TX . Pine Meadows, FL . Laredo Vista, TX . Running Brook Apartments, FL . Martha’s Vineyard Apartments, TX . Stirling Apartments, Phases I & II, FL . Mayfield Villas, TX . The Vinings at Westwood, FL . Meadow Lane Apartments, TX . Plantation Ridge Apartments, GA . Melody Place, TX . Gardens of Traville, MD . Melody Village, TX . Cosmopolitan at Mears Park, MN . Mission Hill Apartments, TX . Lemay Lake Apartments, MN . Mission Trails, TX . Hacienda Los Cabos, Mexico . Monticello Park, TX . Blue River Apartments, NV . Oak Hollow, TX . Brookhollow Business Park, NV . Oaks Apartments, TX . Desert View Apartments, NV . Palacio Del Sol, TX . Don Dawson Apartments, NV . Palo Alto Apartments, TX . East Sahara Commerce Park, NV . Park Meadows, TX . Flamingo Executive Park, NV . Park Place Apartments, TX . Henderson Apartments, NV . Parkway Center II & III, TX . Lake Tonopah Apartments, NV . Pasadena Apartments, TX . Pecos Terrace Apartments, NV . Pemberton Hill Apartments, TX

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. Pineway Business Center, TX . Westway Business Center, TX . Pleasant Valley Villas, TX . Broadbent & Redwood Bus. Parks, UT . Potter’s House, TX . Woodland Office Park, UT . Remond Apartments, TX . Alaska House, WA . Rolling Hills Apartments, TX . Emerald Place Apartments, WA . Sequoia Park, TX . Highland Village Apartments, WA . Shadow Creek, TX . International House, WA . Shadow Mountain, TX . Seven Stones Apartments, WA . Sierra Vista Apartments, TX . Shorewood Heights Apartments, WA . Timbercreek Apartments, TX . Whisperwood Apartments, WA . University Park Apartments, TX . Windstone Apartments, WA . Waterford Court Apartments, TX

23 Exhibit B: Client References To learn more about the services provided by Foster Pepper’s Investment Management team, we invite you to contact the clients below for whom we have performed similar services to those described in this proposal. Client; Services Provided Contact Information

Los Angeles County Employees’ Retirement Christine Roseland, Senior Staff Counsel Association Phone: (626) 564-6000 Market value of assets: $45B Email: [email protected] Services provided: Investment counsel, since 2013

Maryland State Retirement and Pension System Jody Shaw, Deputy Counsel Market value of assets: $45B Phone: (410) 625-5671 Services provided: Investment counsel, since 2012 Email: [email protected]

New Hampshire Retirement System Lawrence Johansen, Director of Investments Market value of assets: $8.29B Phone: (603) 410-3510 Services provided: Investment counsel, since 2009 Email: [email protected]

Bob Maynard, Chief Investment Officer Public Employee Retirement System of Idaho Phone: (208) 287-9268 Market value of assets: $13B Email: [email protected] Services provided: Investment counsel, since 1992

24

Exhibit C: Fee Proposal 1. For each attorney identified in your response, list the attorney’s normal rate and the rate you propose to charge FCERA for the next three years.

A list of the standard hourly rates of our proposed team is provided below. To demonstrate our desire to continue our work with FCERA, we have also provided a discounted hourly rate structure that will remain in place for the next three years. After 2020, these rates may be subject to an increase of up to 10%.

Proposed Discounted Legal Professional, Title 2018 Standard Hourly Rate Hourly Rate Rafael Stone, Lead Attorney $700 $525 Bob Perez, Member $685 $525

Vandana Harris, Member $685 $525

Matthew Maynard, Member $545 $525 Denny Wong, Member $550 $525 Michael Zhao, Associate $450 $425 Paul Heer, Associate $450 $425 Isaac Joy, Associate $450 $425 Zachary King, Associate $450 $425 Haley Stencel, Associate $450 $425 Mike Kuntz, Member $605 $525 John Santa Lucia, Member $560 $525 Jacob Scholl, Of Counsel $560 $450 John Ray Nelson, Member $660 $525 Christopher Emch, Member $550 $525 Deborah Crabbe, Member $550 $525 J. Scott Galloway, Of Counsel $500 $450

2. For each applicable category of billable, non-attorney personnel who will compromise part of your team assigned to the FCERA account, list the normal hourly rate for that service provider and the hourly rate that you propose to charge FCERA for the next three years.

Not applicable.

3. Your rates for any other potential costs that might be incurred during the term of the contract (e.g., research fees, copying fees).

Foster Pepper does not charge for out-of-pocket expenses including copies and telephone calls.

25 4. Provide a statement agreeing the billing rates identified in your responses to the preceding questions will be fixed for the three-year term.

As stated above, Foster Pepper agrees to hold the proposed discounted billing rates for the three-year term of this RFP.

5. State any special consideration with respect to billing or payment of fees and expense your firm offers that you believe differentiates your firm from other proposals and makes your firm’s services more cost effective to FCERA.

Foster Pepper differs from other investment management legal practices in the following respects:

. We are noted for our considerable experience solving complex and difficult problems in a timely, efficient and cost-effective manner; . We have a very diverse and dedicated team of more than a dozen attorneys in the firm’s Investment Management group who focus their practice on public pension fund investments. Nine attorneys on our team are minorities (including five partners together with the practice chair) and five are women. . Members of our team speak a wide variety of foreign languages including French, Gujarati, Hindi, Italian, Kiswahili, Mandarin, Punjabi, Russian, Spanish and Ukrainian; . Our team maintains a steady knowledge base gained from serving as legal counsel on hundreds of investments in the last two years alone, due to our representation of some of the country’s largest public pension funds and more than 30 institutional funds in total; . Key members of our team have focused on serving public funds for more than 20 years; and . Our hourly rates are very competitive when compared to those of our competitors.

Given our substantial investment experience, FCERA will not have to bring Foster Pepper’s Investment Management attorneys “up to speed” on the general issues relating to public pension fund investing. Our team is positioned at the cutting edge for identifying key terms and defining “market terms” for investors. We are often asked to provide in-house training sessions for our institutional fund clients at no cost to them. We would be pleased to provide tailored training to your staff, on topics of your choosing, at your request.

6. State that you have read and agree to abide by the FCERA Legal Billing Guidelines, attached to this RFP as Attachment B.

We have thoroughly read and agree to abide by the FCERA Legal Billing Guidelines attached to this RFP as Attachment B.

7. FCERA expects the lowest rate charged by your firm for its governmental and non-profit clients. If for any reason your firm is unwilling or unable to charge the lowest rate, please explain why.

The discounted rates proposed above reflect the lowest rates charged by our firm for governmental and non-profit clients. Additional Materials Please see the full attorney biographies for our proposed team included on the following pages.

26

V. Rafael Stone

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.8999 Rafael Stone chairs the firm’s Investment Management practice group and advises over 30 public pension funds located throughout the United States, in all aspects of F 206.749.2015 public pension fund alternative investments. His practice focuses on U.S. and [email protected] international private equity, hedge funds, infrastructure, real estate, opportunistic funds and direct investments. In his role as Chair of the Investment Management practice, SERVICES Rafael has successfully navigated through a significant number of workouts and overseen litigation involving disputes between our investor clients and the fund Investment Management (Chair) managers. He has practiced in this area since 1989. In 2015, Rafael was named to The National Black Lawyers Top 100 list, a professional honorary association recognizing Business preeminent black lawyers nationally. Rafael is a frequent speaker at alternative International investment conferences across the country. Mergers & Acquisitions Real Estate Representative Clients:

Lead counsel and member-in-charge of:

− 3M Employee Retirement Income Plan Trust − Arizona Public Safety Personnel Retirement System − Arizona State Retirement System − California Public Employees' Retirement System − Chicago Teachers’ Pension Fund − Educational Retirement Board of New Mexico − Employees' Retirement Fund of the City of Dallas − Employees Retirement System of Texas − Fresno County Employees' Retirement Association − Indiana Public Retirement System − Iowa Public Employees' Retirement System − Kansas Public Employees Retirement System − Los Angeles City Employees' Retirement System − Los Angeles Fire & Police Pension Plans − Los Angeles Water and Power Employees' Retirement Plan − Maryland State Retirement and Pension System − Massachusetts Pension Reserves Investment Management Board

1

V. Rafael Stone MEMBER SEATTLE T 206.447.8999 F 206.749.2015 [email protected]

− Mississippi Public Employees' Retirement System − New Hampshire Retirement System − New York City Pension Funds and Retirement Systems − New York State Common Retirement Fund − New York State Teachers' Retirement System − Oregon Public Employees Retirement Fund − Policemen's Annuity and Benefit Fund of Chicago − Public Employee Retirement System of Idaho − San Francisco City and County Employees Retirement System − Seattle City Employees' Retirement System − Teacher Retirement System of Texas − West Virginia Investment Management Board

REPRESENTATIVE WORK

− ABR Chesapeake Investors III, LP − AG Capital Recovery Partners, LP − Alinda Infrastructure Fund, LP − Allegis Multifamily Trust − AllianceBernstein All Asset Deep Value Fund, LP − Apollo Investment Fund V, LP − Apollo Investment Fund VI, LP − Apollo Real Estate Investment Fund IV, LP − Ares Corporate Opportunities Fund II, LP − Arlington Capital Partners II, LP − Asia Alternatives Capital Partners III, LP − Aslan Realty Partners, LP − Aurora Resurgence Fund, LP − Austin Capital Safe Harbor Fund, LP − Avenue Special Situations Fund VI, LP − Battery Ventures VI, LP − Beacon Capital Strategic Partners IV, LP − Blackstone Capital Partners V, LP − Bridgepoint Europe III, LP − California Smart Growth Fund IV, LP − Canyon-Johnson Urban Fund II, LP − Cerberus Institutional Partners IV LP − Cherokee Investment Partners IV, LP − Chisholm Partners IV, LP − Citi Infrastructure Partners, LP − Clarity China Partners II, LP − Clearstone Venture Partners III, LP − Court Square Capital Partners II, LP − CPI Capital Partners Europe, LP − CVC Capital Partners Asia Pacific II LP

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V. Rafael Stone MEMBER SEATTLE T 206.447.8999 F 206.749.2015 [email protected]

− CVC European Equity Partners IV, LP − CVC European Equity Partners Tandem Fund, LP − DLJ Real Estate Capital Partners II, LP − Enhanced Equity Fund, LP − EQT V, LP − Falconhead Capital II, LP − First Reserve Fund XI, LP − First Reserve XII, LP − Galen Partners III, LP − Galen Partners IV, LP − GF Capital Private Equity Fund, LP − Goense Bounds & Partners, LP − Gores Capital Partners, LP − Green Equity Investors IV, LP − Green Equity Investors V LP − Hamilton Lane Co-Investment Fund, LP − Hamilton Lane Secondary Fund, LP − Hellman & Friedman Capital Partners IV, LP − Herkules Private Equity III (Jersey) LP − HFCP IV (Bermuda), LP − Highway 12 Venture Fund, LP − Highway 12 Venture Partners II, LP − Hines-Sumisei U.S. Core Office Fund, LP − ING Realty Partners, LP − ITU Ventures III, LP − J.H. Whitney, LP − John Hancock ForesTree V − KKR 2006 Fund, LP − Kohlberg Investors V, LP − Kohlberg Investors VI, LP − Landmark Equity Partners XI, LP − Lindsay Goldberg & Bessemer II, LP − Littlejohn Fund II, LP − Lone Star Fund VI, LP − McCown de Leeuw & Co., LP − Metalmark Capital Partners, LP − MetWest Enhanced TALF Strategy Fund LP − Miller Global Fund II, LP − Montauk TriGuard Fund III, LP − Navis Partners V, LP − Newbridge Asia IV, LP − Oaktree PPIP Private Fund, LP − OCM/GFI Power Opportunities Fund LP − Panda Global Energy & Renewable Fund, LP

3

V. Rafael Stone MEMBER SEATTLE T 206.447.8999 F 206.749.2015 [email protected]

− PCG Clean Energy and Technology Fund, LLC − Pharos Capital Partners II, LP − Providence Equity Offshore Partners II, LP − Providence Equity Partners II LP − Providence Equity Partners IV LP − Providence Equity Partners V LP − Providence Equity Partners VI LP − Providence Growth Investors LP − Providence Growth Offshore Investors, LP − Quadrangle Capital Partners II, LP − Realty Associates Fund V Corporation − Shamrock Activist Value Fund, LP − Sofinnova Venture Partners VII, LP − Stockbridge Real Estate Fund II, LP − T3 Partners II (C.I.), LP − TCV IV, LP − TCV V, LP − TCV VI, LP − TCW/Crescent Mezzanine Partners IV, LP − Thomas H. Lee Equity Fund IV, LP − Tishman Speyer Real Estate Venture VI, LP − TPG Credit Strategies Fund, LP − TPG Partners IV (Cayman), LP − TPG Partners V, LP − TPG Star, LP − Urban Strategy America Fund, LP − Westbrook Real Estate Fund III, LP − Westbrook Real Estate Partners VII, LP − White Deer Energy, LP − WLR Recovery Fund III, LP

RECOGNITION − The National Black Lawyers – Top 100, 2015 − Top Lawyer, Seattle Metropolitan magazine, 2010 − Washington Super Lawyers list, 2002-2005 − Who’s Who in American Law, 1984-Present − Washington State Bar Association Affirmative Action Award, 1996, co-recipient with Foster Pepper PLLC − Martindale-Hubbell AV rating

ACTIVITIES − Africa Investor, Advisory Board − Washington State Bar Association − American Bar Association

4

V. Rafael Stone MEMBER SEATTLE T 206.447.8999 F 206.749.2015 [email protected]

− King County Bar Association − Loren Miller Bar Association − National Association of Public Pension Attorneys − Pension Real Estate Association − Port of Seattle, Sea-Tac Airport Policy Advisory Group − Real Estate Executive Council, Leadership Advisory Board − African American Heritage Foundation + Member, 1992-Present + Chair, 1992-1996 − Seattle Times Corporation, Board of Directors − Blethen Corporation, Board of Directors

PUBLICATIONS − “Changing Faces,” Private Equity Africa magazine, July 2011

PRESENTATIONS − Overview of Fundraising in the U.S. and Current LP/Consultant Legal Issues EMPEA Immersions; discussion regarding domestic fundraising and current legal landscape for institutional investors and regulators; Seattle, WA, June 2016 − Roundtable on U.S. Pension Funds & Endowments Investing in Africa Africa Investor’s CEO Investment Summit; discussion regarding top public and private pension funds in the U.S.; their international strategies and requirements for potential or increased investment in Africa, New York City, NY, September 2015 − National Association of Securities Professionals (NASP) Examine effect of the ILPA guidelines on negotiating private equity fund terms; ILPA principles review -roundtable discussion on key provisions; ILPA case studies: The Waterfall of Returns and Key Person Provision; Management Fee Debate, Los Angeles, CA, March 2012 − Africa Investor CEO Institutional Investment Summit Delivering International Investment and Pension Funds in Africa; discussion regarding U.S. pension funds investing internationally; giving advice to pension funds on the opportunities in Africa; additional discussion regarding what African funds should do to position themselves to receive funds, New York City, NY (New York Stock Exchange), September 2011 − Africa Investor Analysts’ and Fund Managers’ Forum African Capital Markets: Forecasts, Themes, Partnerships; discussion related to the state of the global capital raising market for Africa-focused funds; additional discussion regarding regulating and operating African capital markets; portfolio management strategies; and analysis of market trends and forecasts for 2011, London, England, March 2011 − Africa Investor Index Series Summit The Value Proposition for Pension Funds; discussion related to opportunities and access for global pension funds to invest in Africa; additional discussions regarding regulations for investing in Africa to Africa's banking community to private equity, bonds market and upcoming IPO opportunities in Africa, New York City, NY (New York Stock Exchange) - September 2010 − The 7th Annual Consortium 2010: The Next Ascent, What's Next for Alternatives (Hedge Funds, Real Estate and Private Equity); additional

5

V. Rafael Stone MEMBER SEATTLE T 206.447.8999 F 206.749.2015 [email protected]

discussions ranging from policy driven investment strategy and regulatory changes, public equities and fixed income to new initiatives within the emerging market arena and new trends in asset allocation, New York City, NY, June, 2010 − South Africa Private Equity Congress, Keynote Address Stalking Out Success and Channeling Capital in Difficult Times; additional discussions related to private equity developments in South Africa, opportunities and deal flow across private equity sub-sectors, debt capital market update, assessing emerging market appeal in a global economic climate, infrastructure's piece of the pie, and local and international experience with private equity portfolio allocation, Cape Town, South Africa, February, 2009 − Portfolio Perspectives Institutional Financial Forum, discussions related to the complex investment world where global competition, regulatory practices, growth of the industry, and the landscape of opportunities have changed. Particular emphasis on International Private Equity - Direct and Fund of Funds, Albuquerque, NM , November, 2008 − Private Equity – the past, present and a look to the future Leading Strategies, Leading Returns, discussion related to buyouts, deal origination, structuring and financing, portfolio oversight and exiting investments, San Francisco, CA, October 2006 − A Hedge Fund Review and Reality Check Alternative Investment Summit, discussion related to the effect of hedge funds on liquidity; choosing the best hedge fund manager; criteria for plan sponsors, update on SEC hedge fund registration rule, Scottsdale, AZ, January 2006 − Plan Sponsor Search Activity: What's Current and What's on the Horizon Plan Sponsor and Minority Manager Consortium, 2004: New Products, New Players, discussion related to current and future emerging and minority manager searches by plan sponsors, New York City, NY, June 2004 − Fund Documents from the Investor Viewpoint Private Equity Summit, providing financial reporting & tax services for private equity funds, LP reporting, tax issues, developments in terms and conditions, co-investment and incentive arrangements, Pasadena, California, March 2003 − Managing and Controlling Risk in the 21st Century Public Funds Academy, legal problems associated with private equity investing including the rights of general and limited partners, IRR calculations, discretion vs. non discretion, the role of the advisory committee, and achieving portfolio diversification, San Francisco, CA, November 1999 − Alternative Investments - Reaching New Peaks Pensions 2000, issues related to the middle and smaller funds investing in alternative investments, Telluride, CO, January 1996 − Third Annual 1996 Australian Pensions and Investments Conference Issues relating to international investing in Japan, China and Korea, New South Wales and Queensland, Australia, January-February 1996 − National Association of Public Pension Attorneys Annual Meeting Legal problems associated with economically-targeted investments and social investing, Seattle, WA, June 1995 − Global Perspective of the World’s Capital Markets Fifth Educational Conference in Ireland, asset allocation issues in the global economy of the 1990s, Killarney, Ireland, May 1995 − Pensions Renaissance Pensions 2000, legal problems associated with real estate venture capital, mortgage-backed securities, and the Wall Street approach vs. the institutional approach to investing in real estate, Napa, CA, September 1994 − Alternative Investments- Reaching New Peaks Pensions 2000, legal problems associated with direct investments, Aspen, CO, February 1994 − Meeting of the Board of Trustees of the Alaska Permanent Fund Corporation Issues relating to pension fund investment in alternative investments, December 1993

6

V. Rafael Stone MEMBER SEATTLE T 206.447.8999 F 206.749.2015 [email protected]

− The New Europe - 1992 and Beyond Pensions 2000, fiduciary duty of trustees regarding real estate problems, Milan, Italy, October 1992

EXPERIENCE − Foster Pepper PLLC + Member, 1979-Present + Associate, 1973-1979

BAR ADMISSIONS − Washington, 1973 − Arizona, 2010 − District of Columbia, 2000 − New York, 2000

EDUCATION − J.D., University of Washington School of Law, 1973 − B.A., University of Washington, 1970

7

Bob Perez

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.1997 Bob has a domestic and international business transactions practice focusing on alternative and private equity investments, public securities investments, structured F 206.749.2198 investments and financing and joint ventures. His primary concentration is on [email protected] representing and advising the firm’s institutional clients in domestic and international private investments and transactions on an individual and commingled basis, including SERVICES partnerships and limited liability companies, investment management agreements, transition management agreements, futures agreements, securities lending Investment Management agreements, custodial agreements and open-and-close-ended commingled fund investments (including private equity, hedge/opportunistic, venture capital, special situation, real estate, infrastructure and more) as well as secondary transactions, co- investments, direct company investments and other private and public securities matters. Bob also provides educational presentations to public pension funds (both clients and non-clients) and their boards regarding fiduciary, policy and other alternative investment matters.

Additionally, he counsels organizations of various types and sizes, from start-ups to Fortune 500 companies to non-profit and tax-exempt entities with respect to general corporate, business and other legal matters on an on-going basis, with respect to their organization, capitalization, regulatory compliance, contract negotiation, licensing, marketing, liability, investments, and mergers and acquisitions.

REPRESENTATIVE WORK – List of Individual Client Accounts and Agreements with Investment Banks − Bank of America Merrill Lynch − Bank of New York Mellon − Barclays Capital − Citibank − Credit Suisse − Deutsche Bank − Goldman Sachs − HSBC − JP Morgan Chase

1

Bob Perez MEMBER SEATTLE T 206.447.1997 F 206.749.2198 [email protected]

− Morgan Stanley − Northern Trust − State Street − The Royal Bank of Scotland Group − UBS

REPRESENTATIVE WORK – Investment Transactions − ACON-Bastion Partners II, LP − Aisling Capital II, LP − Ajax Investments, LLC − Alinda Infrastructure Fund II, LP − AllianceBernstein Secondary Offering − Alterna Capital Properties LLC − AMB Europe Fund I − AMB Institutional Alliance REIT III, Inc. − Apollo Investment Fund VI, LP − Apollo Investment Fund VII, LP − Ares Corporate Opportunities Fund II, LP − Ares Distressed Securities Fund, LP − Ares Special Situations Fund III, LP − Austin Capital Safe Harbor QP Fund, Ltd. − Beach Point SCF I LP − Beacon Capital Strategic Partners IV, LP − Benchmark Institutional Partners, LLC − Black Diamond Capital Management Opportunity Fund III, L.P. − BlackRock Co-Investment Fund Blackstone Capital Partners V, LP − Bridgepoint Europe III, LP − Bridgepoint Europe IV, LP − Bridgewater Associates, Inc. − Brookfield Investment Management Agreement California Smart Growth Fund IV, LP − Canyon-Johnson Urban Fund II, LP − CCRC Workforce Housing Fund, LLC − Citi Capital Advisors EMSO Fund − Citi Infrastructure Partners, LP − Citigroup Transition Management Agreement − Clayton, Dubilier & Conway Fund VIII, LP − Clearstone Venture Partners III, LP − ComVest Investment Partners III, LP − Conservation Forestry Capital II, LP − CVC Capital Partners Asia Pacific II, LP − CVC European Equity Partners IV, LP − Ecosystem Investment Partners II, LP − Edgewater Growth Capital Partners III, LP − Edison Venture Fund VII, LP

2

Bob Perez MEMBER SEATTLE T 206.447.1997 F 206.749.2198 [email protected]

− EIG Energy Fund XV, L.P. − Enhanced Equity Fund, LP − Falconhead Capital Partners II, LP − Fletcher Spaght Venture II, LP − Genstar Capital Partners IV, LP − GF Capital Private Equity Fund, LP − Goldentree Asset Management LP − Management Agreement Goode Partners Consumer Fund I, LP − Gores Capital Partners, LP − Gottex Market Neutral Plus Funds SPC/Gottex Value Added Fund Limited − Greenfield Acquisition Partners V, LP − Greenfield Mitigation NM, LP − Guggenheim Structured Real Estate III, LP − Hamilton Lane Co-Investment Fund, LP − Hamilton Lane Secondary Fund, LP − Hancock Agricultural Investment Management Agreement − HFV Multi-Strategy Limited − Highway 12 Venture Fund II, LP − Industrial Opportunity Partners, LP − Industry Ventures Fund VI LP − ITU Ventures III, LP − JFL Equity Investors III, LP − J. H. Whitney VI, LP − JP Morgan (Foreign Securities Trading Account Contracts, Futures Trading Account Contracts, Custodian Agreement, etc.) − KH Growth Equity Fund, LP − Kohlberg Investors V, LP − KSL Capital Partners III, L.P. − Landmark Equity Partners XI, LP − Lee Equity Partners Fund, LP − Leeds Equity Partners V, LP − Lehman Brothers Merchant Banking Partners III, LP − Levine Leichtman Capital Partners Dee Value Fund, LP − Levine Leichtman Capital Partners IV, LP − Lexington Associates VII, LP − Lightyear Fund III, LP − Lion Capital Fund, II, LP − Lionstone Cashflow Real Estate I Lone Star Fund V, LP − Lone Star Fund VII (U.S.), L.P. − Lone Star Real Estate Fund II (U.S.), LP − Lord, Abbett Investment Management Agreement − LSRC II S.ar.l. (Drug Royalty II) − Metalmark Capital Partners, LP − Montauk TriGuard Fund III, LP

3

Bob Perez MEMBER SEATTLE T 206.447.1997 F 206.749.2198 [email protected]

− NEPC Advisory Agreement Newbridge Asia IV, LP − Newstone Capital Partners, LP − NGP Energy Technology Partners II, LP − ORG NM Secondary Opportunity Fund, LP − ORG Portfolio Management Advisory Agreement Perseus Partners VII, L.P. − Pharos Capital Partners II, LP − Pictet Asset Management Contract − PIMCO Distressed Senior Credit Opportunities Fund II, LP − PIMCO Distressed Senior Credit Opportunities Fund, LP − Pinnacle Associates Ltd. Investment Management Agreement − Platinum Equity Capital Partners II, LP − Prima Mortgage Investment Trust, LLC − Providence Equity Partners V, LP − Prudential PRISA Psilos Group Partners III, LP − Quadrangle Capital Partners II, LP − Real Asset Portfolio Management Advisory Agreement − RREEF America REIT II, Inc. − RREEF America REIT III, Inc. − Rockpoint Real Estate Fund IV, L.P. − Rockpoint Real Estate Fund IV, L.P. − Sector Performance Fund, LP − Senior Housing Partnership Fund IV, L.P. − Sevin Rosen Fund X LP − Silver Lake Partners II, LP − Special Value Opportunities Fund, LLC − State Street Transition Management Agreement − Strategic Value European Opportunities Fund − TAG Relative Value Offshore Fund, Ltd. TCV VI, LP − Tenex Capital Partners, L.P. − The Topiary Trust TPG Partners V LP − UBS Real Estate Separate Account Urban America II, LP − Urban Strategy America Fund, LP − Vanderbilt Financial Trust − VSS Structured Capital II LP − Wachovia Securities Lending Contract − Waterfall Asset Management − WLR Recovery Fund III, LP

RECOGNITION − Rising Star, Washington Super Lawyers list, 2004, 2005

4

Bob Perez MEMBER SEATTLE T 206.447.1997 F 206.749.2198 [email protected]

ACTIVITIES − Washington State Bar Association − American Bar Association − Latina/o Bar Association of Washington − International Bar Association − Museum of Pop Culture, Associate Board Member, 2004-Present − Virginia Mason Board of Governors, Member, 2005-Present − King County Coalition Against Domestic Violence, Director, 2001-2004

EXPERIENCE − Foster Pepper PLLC + Member, 2006-Present + Executive Committee . 2017-2019 . 2016-2017 + Attorney Evaluation Committee, 2012-Present + Professional Recruiting Committee, 2004-2006 + Associate, 2003-2005 − Internap Network Services Corp., Corporate Attorney, 2002-2003 − Cooley Godward LLP + Associate, 1998-2002 + Summer Associate, 1998

BAR ADMISSIONS − Washington, 1999 − Texas, 2017 − New York, 2017 − Alaska, 2017 − Arizona, 2017 − New Mexico (Pending)

EDUCATION − J.D., University of Washington School of Law, 1999 + University of Washington School of Law, Graduate and Professional School Senator, 1998-1999 + Washington State Bar Association, Student Liaison, September 1999 − B.S., Arizona State University (cum laude), Engineering, 1996 + National Engineering Honor Society, President, 1996 + National Civil Engineering Honor Society, Vice-President and Editor, 1996 + Academic Scholarship Recipient, 1994-1996

5

Vandana (Van) P. Harris

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.6296 Van advises clients on all aspects of domestic and international alternative investment transactions, as well as related U.S. and international tax matters. She has practiced in F 206.749.2177 the U.K., Kenya and the U.S. since 1997 and concentrates her practice on structuring, [email protected] drafting, negotiating and providing counsel to our clients with respect to international investments, private equity funds, hedge funds, venture capital funds, joint venture SERVICES transactions and domestic and offshore investment vehicles. In the past year, Van has provided counsel on a multitude of hedge funds, domestic and international alternative Investment Management transactions and joint ventures, as well as numerous separate accounts, co- Business investments and secondary sales for our public and corporate pension fund clients. International Media, Entertainment & Games REPRESENTATIVE TRANSACTIONS – Private Equity Tax − Alcentra European Direct Lending Fund − Ares Corporate Opportunities V, L.P. − Arsenal Capital Partners IV − Blue Water Energy Fund II LP − Bregal Sagemount II-B LP − Bridgepoint Europe V LP − Carlyle Asia Partners IV, L.P. − Caxton Global Investment Limited − CommonWealth Opportunity Fund − Complus Asia Macro Fund Ltd − Crown Global Secondaries IV PLC − EQT VII − European Property Investors Special Opportunities 4, LP − Falcon Strategic Partners V, LP − Frazier Life Sciences VIII, L.P. − Gamut Investment Fund I, L.P. − Global Infrastructure Partners III − GSO Capital Opportunities Fund III LP

1

Vandana (Van) P. Harris MEMBER SEATTLE T 206.447.6296 F 206.749.2177 [email protected]

− GSO Energy Select Opportunities Fund LP − Kensta Group − MBK Partners Fund IV LP − OrbiMed Global Healthcare Fund Ltd − Pacific Equity Partners Fund V, L.P. − Starwood Opportunity Fund X − Starwood Opportunities Fund XI Global LP − Sumeru Equity Partners, L.P. − Vista Equity Endeavors Fund I LP − Vista Equity Partners Fund VI, L.P. − Vista Foundation Fund III − Warwick Partners III LP

REPRESENTATIVE TRANSACTIONS – Hedge Funds / Risk Parity − AQR Global Risk Premium Funds − Ares Capital Opportunities Fund IV − Blue Crest − Blue Trend − BW Pure Alpha II − First Quadrant Essential Beta Fund, Ltd. − Man AHL Crossroads LLC − Parthenon Investors IV and V − Pharo Gaia Fund, Ltd

REPRESENTATIVE TRANSACTIONS – Real Estate − 57 Stars Global Opportunity Fund 3, LP − Apollo European Real Estate Fund III LP − Lone Star Real Estate Fund (U.S.), II and III − Principal Real Estate Debt Fund II LP − Starwood Distressed Opportunity Fund IX, X − Xander JV Fund II PTE. LTD

Numerous joint ventures and direct real estate acquisition transactions.

REPRESENTATIVE TRANSACTIONS – Infrastructure − Exeter Industrial Core Club Fund II − Global Infrastructure Partners III − IFM Global Infrastructure Fund − Meridiam Infrastructure Europe III SLP − QIC Global Infrastructure (Australia) LP

2

Vandana (Van) P. Harris MEMBER SEATTLE T 206.447.6296 F 206.749.2177 [email protected]

REPRESENTATIVE TRANSACTIONS – Media, Entertainment & Games − AHA101! − Honorstone − Indaba

REPRESENTATIVE TRANSACTIONS –Other Representative Transactions − Represented Kensta Group of Companies in East Africa in connection with the sale of a minority interest to Catalyst Principal Partners, sealing the last investment for Catalyst Fund I (2017) − Represented J.F. Lehman on the sale of AIS Global Holdings for $375 million (2010) − Represented Sanofi-Aventis in its acquisition of TargeGen for $560 million (2010) − Represented American Greetings in its acquisition of Papyrus trademark and wholesale business (2009) − Represented International Power America in its acquisition of peaking generation facilities (2009) − Represented PolyOne in its acquisition of GLS (2009) − Represented Riverside portfolio company in its acquisition of bankruptcy claims management business of Donlin, Recano & Co. and DRX Distribution Management (2009) − Represented Sanofi-Aventis in its acquisition of BiPar Sciences for $500 million (2009) − Represented Pfizer in its acquisition of Encysive Pharmaceuticals Inc (2008) − Represented Riverside portfolio company in its simultaneous acquisition of D.F. King and M Communications (2008) − Represented Project Lotus, LLC in its acquisition of 9900 Wilshire, Beverly Hills, CA for $500 million (2007)

RECOGNITION Rising Star, Washington Super Lawyers list, 2015

ACTIVITIES − American Bar Association − Innovation Collective, Board of Advisors, 2018-Present − Nature Conservancy, Washington Chapter, Board Member, 2017-Present − Boys & Girls Clubs of King County, Youth of the Year, Judge, 2016 − YWCA (Seattle, King County, Snohomish County), Board of Directors, 2014 – 2016 − New York University – International Business Transactions, Advisor, 2007-2010 − Volunteered with Child Life Trust, Kenya (HIV Street Children Project)

QUOTED − “The Lesson,” Featured in April 2018 − “Jones Day Lawyers Take Lead on Two Big Drug Deals,” Featured in the AmLaw Daily article, June 2010 − “Executive CV column of the Daily Nation,” Featured in the Sunday Business section, 2006

PUBLICATIONS − “Impact of FATCA Proposed Regulations on Funds,” Author, Foster Pepper PLLC − “EU Approves Regulation to Fight VAT ‘Carousel Fraud’ in Carbon Markets,” Author, The Climate Report − “Chapters on Trusts and Inheritance Tax,” Author, Tolleys Estate Planning

3

Vandana (Van) P. Harris MEMBER SEATTLE T 206.447.6296 F 206.749.2177 [email protected]

− “VAT on Electronically Supplied Radio and Television Broadcasting Services,” Author, Rajah & Tann's Law Times − “Tax, Trust and Estate Planning Manual,” Co-author, Coutts & Co − “Article on Onshore and International Tax Issues,” Author, Private Perspective, Coutts & Co − “Budget supplement for Tax Avoidance,” Author, a publication by Dr. Colin Masters

PRESENTATIONS − Guest Speaker, Innovation Collective Fall Summit, November 2017 − “Tales from the Cryptocurrency,” Speaker, Northwest Summit for Financial Professionals, May 2014 − “Private Equity Structures for Investment in Mexico and Latin America,” Speaker, The University of San Diego School of Law, Procopio International Tax Institute 2012 Conference, October 2012 − “Getting the Green Light: Financing and Securities Compliance for Artists and Creative Entrepreneurs,” Speaker, Washington Lawyers for the Arts, September 2011

EXPERIENCE − Foster Pepper PLLC + Member, 2012-Present + Of Counsel, 2010-2011 − Jones Day (New York), Senior Associate, 2006-2010 − Kensta Group of Companies (East Africa), Group General Counsel, 2004-2005 − Weil, Gotshal & Manges (London, UK), Senior Associate, 2000-2004 − Coutts & Co. (London, UK), In-House Personal Tax Solicitor, 1997-2000 − Winkworth & Pemberton (London, UK), Trainee Solicitor, 1995-1997

BAR ADMISSIONS − Washington, 2014 − District of Columbia, 2014 − New York, 2007 − Solicitor of the Supreme Court of England & Wales, 1997

EDUCATION − LL.M., Taxation, New York University School of Law, 2006 − The College of Law (London) (with Commendation), 1995 − LL.B., University of Bristol, 1993

LANGUAGES − Gujarati, fluent − Italian, proficient − Kiswahili, fluent − French, conversational − Hindi, conversational − German, basic

4

Matthew B. Maynard

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.7291 Matt is a member of the firm’s Investment Management practice and concentrates his practice in general corporate matters and alternative investments. He has extensive F 206.749.1917 experience representing public pension funds and other institutional investors with [email protected] domestic and international private investment transactions on an individual and commingled basis, including investments in private equity funds, hedge funds, venture SERVICES capital funds, special situation funds, real estate, infrastructure and more. Matt also assists his clients with secondary transactions, direct company investments, co- Investment Management investments, investment management agreements, transition management Business agreements, and other private and public securities matters. Financial Institutions

EXPERIENCE − Foster Pepper PLLC + Member, 2016-Present + Associate, 2008-2015 + Summer Associate, 2007 − Washington State Attorney General’s Office, Law Clerk, 2006

BAR ADMISSIONS − Washington, 2008

EDUCATION − J.D., Seattle University School of Law, 2008 + Seattle University Law Review, Editor − B.A., Whitman College, 2004

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Denny F. Wong

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.6263 Denny has extensive experience advising clients on a wide range of legal issues faced by corporations, partnerships, limited liability companies and nonprofit organizations, F 206.749.2145 with a particular emphasis on tax planning. He regularly advises clients on choice of [email protected] entity, employee stock options plans, executive and deferred compensation arrangements, qualified retirement plans, purchases and sales of businesses, and SERVICES business restructurings and dissolutions.

Business He also represents real estate developers and foreign investors in U.S. real estate, and Employee Benefits & advises high-net worth individuals on business, estate and financial planning. In Executive Compensation addition, he advises the firm’s pension fund clients on tax matters relating to real estate Financial Institutions transactions and REITs, structuring and restructuring of entities and alternative Nonprofit & Tax-Exempt investment transactions. Organizations Real Estate For the past fifteen years, a significant part of his practice has focused on structuring taxable and tax-free mergers and acquisitions of banks and other financial institutions. Tax (Chair) Yachts, Ships & Submersibles ACTIVITIES − American Bar Association + Tax Section, Member + Business Section, Member + Property, Probate & Trust Section, Member − Washington State Bar Association, Member − King County Bar Association, Member

PUBLICATIONS − “Is Your Tax-Exempt Organization Subject to UBIT?” Author, Foster Pepper Newsletter, March 2015

PRESENTATIONS − “Thriving Through Legal Resilience,” Speaker, Washington State Nonprofit Conference, May 2015

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Denny F. Wong MEMBER SEATTLE T 206.447.6263 F 206.749.2145 [email protected]

− “Real Estate Taxation Issues,” Speaker, Foster Pepper 2014 Land Use/Real Estate Briefing: New Regulatory Developments and their Impact on the Future of Land Use and Real Estate, November 2014

PROFESSIONAL BACKGROUND − Foster Pepper PLLC, Member, 2014-Present

BAR ADMISSIONS − Washington, 1991 − California, 1990 − New York, 1983

EDUCATION − LL.M., Taxation, New York University, 1987 − J.D., Cornell University, 1982 − M.A., University of California at Berkeley, 1978 − B.A., University of Washington (cum laude), 1973

LANGUAGES − Chinese

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Michael Y. Zhao

ASSOCIATE

SEATTLE PRACTICE OVERVIEW T 206.447.6275 Michael is an associate in the firm’s Investment Management group. His primary concentration is in domestic and international investments for public and private F 206.749.2012 institutional investors across a range of alternative investments including private equity [email protected] funds, hedge funds, commingled funds and separate accounts, collective investment trusts, and commercial real estate. Michael’s practice also covers financial SERVICES transactions, business formation and general corporate matters. Investment Management EXPERIENCE − Foster Pepper PLLC + Associate, 2014-Present + Summer Associate, 2013 − Superior Court of California, Resource Center, AmeriCorps/JusticeCorps Fellow, 2010-2011 − Washington State Department of Social and Health Services, Research and Data Analysis Division, Intern, 2010 − Washington State Department of Labor and Industries, Specialty Compliance Services Division, 2008

BAR ADMISSIONS − Washington, 2014

EDUCATION − J.D., University of Virginia School of Law, 2014 − B.S., University of Southern California (summa cum laude), 2010 + Phi Beta Kappa + Trustee Scholar − London School of Economics and Political Science, 2009

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Michael Y. Zhao ASSOCIATE SEATTLE T 206.447.6275 F 206.749.2012 [email protected]

LANGUAGES − Mandarin − Spanish

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Paul Heer

ASSOCIATE

SEATTLE T 206.447.2894 PRACTICE OVERVIEW Paul is an associate in the firm’s Investment Management group. His primary focus is F 206.749.1945 in domestic and international investments for public and private institutional investors [email protected] across a range of alternative investments, including private equity funds, hedge funds, and domestic and global real estate funds. SERVICES Investment Management ACTIVITIES − Seattle Clemency Project + Board Member, 2018-Present − Seattle University Law School Law Alumni Board + Board Member, 2017-Present

EXPERIENCE − Foster Pepper PLLC + Associate, 2016-Present + Summer Associate, 2015 + 1L Diversity Fellow, 2014

BAR ADMISSIONS − Washington, 2016

EDUCATION − J.D., Seattle University School of Law (magna cum laude), 2016 + Seattle University Law Review, Associate Editor + Washington State Law Scholar + Alpha Sigma Nu Scholar for Scholarship and Service + Dean’s List honors, 2014-2015 − B.A., University of Washington, 2012 + Dean’s List honors, 2009-2012

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Paul Heer ASSOCIATE SEATTLE T 206.447.2894 F 206.749.1945 [email protected]

LANGUAGES − Punjabi, conversational − Hindi, conversational

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Isaac Joy

ASSOCIATE

SEATTLE PRACTICE OVERVIEW T 206.447.6266 Isaac is an associate in the firm’s Investment Management group. His primary focus is in domestic and international investments for public and private institutional investors F 206.749.1964 across a range of alternative investments, including private equity funds, hedge funds, [email protected] and domestic and global real estate funds.

SERVICES ACTIVITIES Investment Management − Downtown Seattle YMCA, Board of Advisors, 2018-Present − Loren Miller Bar Association, Judicial Evaluation Committee − Africatown Community Land Trust, Board of Directors − Pioneer Square Residents Council, Board Member − Prospect Hill Academy, Young Professional Advisory Board Member, 2014-2017 − Side by Side, Board Member, 2010-2011

PRESENTATIONS − “Task Force Report on Community Colleges,” Panelist, The Century Foundation, May 2013 − “Striving For Equality: Controlled Choice and School Desegregation in Cambridge, Massachusetts,” Co-moderator, History of Education Society, November 2010

EXPERIENCE − Foster Pepper PLLC, + Associate, 2017-Present + Summer Associate, 2016 − Schroeter, Goldmark & Bender, Summer Associate, 2015 − New York Public Library, Adult Education Services, 2014 − McMaster Carr, Management, 2012-2013 − Next Street Financial, Strategy Analyst, 2011-2012

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Isaac Joy ASSOCIATE SEATTLE T 206.447.6266 F 206.749.1964 [email protected]

BAR ADMISSIONS − Washington, 2017

EDUCATION − J.D., Harvard Law School, 2017 + Black Law Students Association + Harvard Defenders − B.A., Amherst College, 2011 + Presidential Search Committee + Amherst College Debate Team − Highline Community College, 2008 + Phi Theta Kappa, President + Speaker of the Caucus

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Michael D. Kuntz

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.8959 Mike is a member of the Real Estate and Investment Management practices and focuses his practice on real estate and real estate finance. His practice emphasizes F 206.749.1976 commercial and residential development and finance, primarily representing [email protected] commercial and residential developers and development interests. Mike has familiarity with numerous real estate matters, including real estate development, acquisitions, SERVICES sales, leasing, partnerships, tax, debt and equity financing, and architect and construction contracting. He also has substantial experience in affordable housing / tax Real Estate credit development and financing, as well as privately-held company, general business Commercial & Real and business organizations matters. Estate Finance Investment Management Mike was also recently singled out by the highly-regarded Chambers USA legal Senior & Affordable directory, which annually interviews firm clients. In addition to a top-ranking of Foster Housing Pepper's Real Estate practice, Chambers noted Mike is “acknowledged by a number of sources as one of Seattle’s eminent real estate attorneys.”

RECOGNITION − The Best Lawyers in America© Real Estate Law, 2002-2018 + Best Lawyers® 2010 Real Estate “Lawyer of the Year” in Seattle − Chambers USA Leading Individual, Real Estate Law, 2005-2018 − Best in the Business: Leading Lawyers in the Puget Sound Region, Seattle Business magazine, Real Estate, 2013 − Washington Super Lawyers list, 2000-2014 − 2010 Top Lawyers®, Seattle Metropolitan magazine − Top 100 Lawyers, Washington Law & Politics, 2006 − League of Justice top lawyer ranking, Washington CEO, 2006 − Order of the Coif − Washington Law Review, Managing Editor of Operations, 1980-1981 − Phi Kappa Phi − Martindale-Hubbell AV rating

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Michael D. Kuntz MEMBER SEATTLE T 206.447.8959 F 206.749.1976 [email protected]

ACTIVITIES − Washington State Bar Association, Real Property, Probate and Trust Law Section, Member − King County Bar Association, Real Property, Probate and Trust Law Section, Member

PRESENTATIONS − “Recent Developments in Multifamily Housing,” Speaker, Foster Pepper 2017 Real Estate/Land Use Briefing: Essential Industry Updates, November 2017

EXPERIENCE − Foster Pepper PLLC + Member, 1988-Present + Associate, 1981-1988 − Morrow, Longfeldor, Tinker & Kidman (Seattle, WA), Summer Clerk, 1979

BAR ADMISSIONS − Washington, 1981

EDUCATION − J.D., University of Washington School of Law (with honors), 1981 − B.A., University of Puget Sound (summa cum laude), 1978

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John S. Santa Lucia

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.6237 John has a broad real estate and real estate finance practice and represents national and international developers and investors. His practice has an emphasis on F 206.749.2046 acquisitions, dispositions, development, and financing of multi-family residential [email protected] projects, and office and commercial facilities. John has worked with some of the nation’s largest public real estate investment trusts (REITs). His practice includes SERVICES experience in structuring and forming joint ventures among public and private development companies with governmental entities in connection with public-private Real Estate partnership opportunities, with a focus on military-housing privatization projects Business involving all three branches of the U.S. armed forces. Commercial & Real Estate Finance Construction REPRESENTATIVE WORK Financial Institutions − Served as lead developer's counsel on the closing of seven different privatized military housing projects collectively involving 13 military bases, upwards of $2 billion Investment Management in financing, and close to 15,000 military housing units. − Represented a large publicly traded multifamily residential REIT in numerous transactions throughout the United States, including the purchase and sale more than 120 multifamily residential projects and the formation of joint ventures for the acquisition and mixed-use development properties. − Represented a large publicly traded office REIT in numerous purchases and sales of office properties throughout the United States. He has also provided assistance to the client in connection with a wide range of investments, joint ventures and unique arrangements for the provision of services to the properties owned and managed by the client, including agreements with alternative-energy providers, elevator screen program and advertising operators, temporary office space providers, parking garage operators, and broadband service providers. These arrangements have resulted in additional streams of revenue for the client.

RECOGNITION − Chambers Global, USA Investment Funds, REITs, 2010 − Chambers USA, America’s Leading Lawyers for Business, “Investment Funds: REITs,” 2007-2009

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John S. Santa Lucia MEMBER SEATTLE T 206.447.6237 F 206.749.2046 [email protected]

ACTIVITIES − Sound Mental Health, Board Member

PRESENTATIONS − “Public-Private Partnership,” Speaker, American Bar Association Section of Public Contract Law, May 2011

EXPERIENCE − Foster Pepper PLLC, Member 2012-Present − Duane Morris LLP (Chicago, IL), Partner, 2010-2012 − Neal Gerber & Eisenberg, LLP (Chicago, IL), Partner 1999-2010 − Rosenberg & Liebentritt, P.C. (Chicago, IL), Vice President, 1997-1999 − Heller Financial (Chicago, IL), Senior Counsel, 1995-1997 − Mayer Brown & Platt (Los Angeles, CA), Associate, 1994-1995 − Loeb & Loeb (Los Angeles, CA), 1988-1994

BAR ADMISSIONS − Washington, 2014 − Illinois, 2000 − California, 1988

EDUCATION − J.D., Northwestern University School of Law, 1988 − B.A., Northwestern University (with honors), 1985

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Jacob A. Scholl

OF COUNSEL

SEATTLE PRACTICE OVERVIEW T 206.447.6228 Jacob is a member of the firm’s Business practice and focuses on business transactions and finance law. His practice emphasizes corporate finance, mergers and F 206.749.2116 acquisitions, hedging transactions, state and federal bank regulation, and general [email protected] corporate matters.

SERVICES His experience includes representing borrowers and lenders in secured, unsecured, structured, and project financing; negotiating and structuring public and private Business company mergers and asset acquisitions and dispositions; negotiating hedging Commercial & Real structures, such as interest rate swaps; and providing corporate advice to business Estate Finance ventures. Financial Institutions REPRESENTATIVE WORK − Representation of OneWest Bank in connection with the sale of approximately $78 billion in unpaid principal balance of mortgage servicing rights to Ocwen Loan Servicing. − Representation of Vulcan Inc. in connection with complex investment and hedging structures. − Represented a private equity fund in the $150 million acquisition of a commercial loan and leasing portfolio.* − Represented American Seafoods Group in a $475 million five-year senior secured credit facility with revolving and term loan facilities.* − Represented American Seafoods Group in the issuance and sale of $275 million senior subordinated notes.* − Represented ASG Consolidated in the issuance and sale of $125 million in senior notes and 125 million warrants to purchase common stock.* − Represented ASG Consolidated in a tender offer to purchase $251 million outstanding senior discount notes.* − Represented Darigold in the negotiation and documentation of various interest rate and dairy commodity forward swap transactions using ISDA Master Agreements and an auction-based selection process to identify counterparties.*

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Jacob A. Scholl OF COUNSEL SEATTLE T 206.447.6228 F 206.749.2116 [email protected]

− Represented Washington Mutual in connection with the sale of various loan portfolios and business lines, including the mortgage banker finance group, syndicated loan group, agricultural lending group and credit card processing group.* − Represented Avista Corporation in negotiation and documentation of a syndicated $200 million revolving loan credit facility to provide additional liquidity for operations.* Represented the Alaska Permanent Fund in connection with investments in private equity funds.* − Represented American Seafoods in the acquisition of fishing vessels active in the Bering Sea Pollock fishery.* − Represented Washington Mutual, HomeStreet Bank, and Cowlitz Bancorp in connection with various ban branch acquisitions and divestitures.* − Represented Washington Mutual and Lehman Brothers in the revision of forms of ISDA confirmation and schedules used for derivates embedded in mortgage loan securitization structures following Moody’s 2006 revision of its hedge rating methodology.* − Represented Washington Mutual in its acquisition of National Australia Bank’s mortgage banking operations in stock and asset purchases.* − Represented Washington Mutual in its acquisition of Dime Bancorp Inc.* − Represented a privately held company in the restructuring of approximately $1.5 billion of senior debt consisting of senior notes and domestic and European credit facilities.* − Represented JPMorgan Chase in connection with the sale of a $4 billion portfolio of CMBS servicing rights, consisting of master servicing and subservicing rights with respect to commercial and multifamily loans backing private label mortgage-backed securities.*

* Denotes experience completed at a prior firm.

RECOGNITION − Rising Star, Washington Super Lawyers list, 2006

PUBLICATIONS − “FDIC Issues Final Rules in Temporary Liquidity Guarantee Program: Changes made in Debt Guarantee and Transaction Account Guarantee,” Davis Wright Tremaine Advisory, 2009 − “U.S. Treasury Troubled Asset Relief Program: Recent Developments,” Davis Wright Tremaine Advisory, November 2008 − “FDIC Temporary Liquidity Guarantee Program: Recent Developments,” Davis Wright Tremaine Advisory, November 2008 − “FDIC Temporary Liquidity Guaranty Program: Highlights for Financial Institutions,” Davis Wright Tremaine Advisory, October 2008 − “U.S. Treasury TARP Program: Highlights for Financial Institutions,” Davis Wright Tremaine Advisory, October 2008

PRESENTATIONS − “The Secondary Mortgage Market: RMBS, CDOs, and Emerging Issues,” Speaker, The Big Picture in Residential Mortgage Lending: Post-Origination, Secondary Market, Loan Servicing, & Emerging Trends, Washington State Department of Financial Institutions, September 2015

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Jacob A. Scholl OF COUNSEL SEATTLE T 206.447.6228 F 206.749.2116 [email protected]

EXPERIENCE − Foster Pepper PLLC, Of Counsel, April 2013 – Present − Davis Wright Tremaine LLP, Of Counsel, October 2008 – April 2013 − Heller Ehrman LLP, Attorney, June 1999 – October 2008 − Foster Pepper PLLC, Attorney, October 1998 – June 1999

BAR ADMISSIONS − Washington, 1998

EDUCATION − J.D., Harvard Law School (cum laude), 1998 − B.A., Yale University (magna cum laude), 1995

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John Ray Nelson

MEMBER

SPOKANE PRACTICE OVERVIEW T 509.777.1604 Working as a trial lawyer from Spokane, Washington, John Ray Nelson has represented clients in state and federal courts in Washington, Idaho, Oregon and Utah, F 509.777.1616 as lead counsel in litigation, including intellectual property, contract, real estate, [email protected] employment defense, environmental and trespass and nuisance.

SERVICES John has represented clients in a wide variety of cases, including: Litigation & Dispute − Intellectual Property Litigation, including defense and prosecution of patent, Resolution trademark and copyright infringement claims Antitrust & Consumer − Contract Litigation, including commercial sales, construction, professional malpractice Protection and partnership dissolution disputes Employment & Labor − Real Estate Litigation, including sales contract, misrepresentation/ failure to disclose, Environmental & Natural boundary, easement and water rights disputes Resources − Employment Defense Litigation, including discrimination, retaliation, wrongful Environmental Litigation discharge and competition disputes Intellectual Property − Environmental Litigation, including defense of Clean Water Act and Clean Air Act Intellectual Property citizen suits and conjoined toxic tort claims Litigation − Trespass and Nuisance Litigation, including claims of surface and groundwater Land Use, Planning & contamination, insurance recovery and cleanup allocation Zoning John has been admitted to practice in Washington, Utah and Idaho. He has also served Retail & Consumer as a federal law clerk for the Eastern District of Washington, and as Chair of the Products Washington State Bar Association's Litigation Section. Click on the links to the right for Water Quality further information about individual topics.

REPRESENTATIVE WORK – Appellate − Condon Bros., Inc. v. Simpson Timber Co - Case reported at 92 Wash.App. 275, 966 P.2d 355, 37 UCC Rep.Serv.2d 547 (1998) − Interstate Production Credit Ass'n v. MacHugh -Case reported at 90 Wash.App. 650, 953 P.2d 812 (1998) − Powell v. Whitworth Water Dist. No. 2 - Case reported at 88 Wash.App. 1076, 1998 WL 12664 (1998)

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John Ray Nelson MEMBER SPOKANE T 509.777.1604 F 590.777.1616 [email protected]

− Hoglund v. Omak Wood Products - Case reported at 81 Wn. App. 501 (1996). Doyle v. Hicks. Case reported at 78 Wn. App. 538 (1995). Statute of Limitations, reported decision.

REPRESENTATIVE WORK – Commercial − Sladich v. Kagele Law Office - Obtained seven-figure arbitration award for client as lead counsel in proceeding to determine ownership of fee award. − Sun Runner v. Citibank - Served as second-chair trial counsel for Citibank, N.A. in a lender liability action in federal court. Prevailed by jury verdict after a six-week trial, obtaining a total defense verdict and a judgment on a $7 million counterclaim. − Condon Bros. v. Simpson Timber - Successfully represented Simpson Timber as lead trial counsel in an action for breach of contract and promissory estoppel. A five-day jury trial resulted in a total defense verdict for Simpson. Affirmed on appeal − Pasco Sanitary Landfill v. Burton County - Successfully represented the landfill as lead trial counsel in an action for declaratory judgment regarding trust funds for closing the landfill. Obtained declaratory judgment for damages and an award of attorney's fees against the County after a four-day bench trial. − Miller Capital Group, et al., v. Inland Financial, THCG, Inc., et al. - Successfully represented parent corporation as lead counsel against claims arising out of participation agreements and loans to receivables factoring company. Prevailed by consecutive motions to transfer co-defendant's cross-claims and for summary judgment against plaintiffs' claims. − State of Washington v. HomeBase, Inc - Successfully represented home improvement business as lead counsel against state's motion for temporary restraining order alleging violation of Going out of Business Act. − Interstate Production Credit Ass'n v. MacHugh - Successfully represented Credit Association as lead counsel against $500,000 claim for alleged "post-appeal damages." Prevailed against claim at the trial court and on appeal. − Hunter v. Hartford - Successfully represented former agent of national insurance company. Action settled pursuant to confidential agreement after the defendant's motion for summary judgment was denied. − Arthur v. Zwetsch - Successfully represented an individual in an action for breach of an option contract to purchase stock. Obtained specific performance of the option and a setoff against damages incurred by settlement. − Sewell v. Condron Construction - Successfully represented home buyers in action for rescission and consequential damages against builder of defective house. − Bianci v. Trading Card Co - Successfully defended a federal action for appropriation of public image by serial killer Kenneth Bianci against producers of trading card series. Obtained summary judgment on the basis of a policy argument that one whose public image arose out of criminal acts could not develop a protected property interest in likeness or publicity. − Quinn v. POVN, Inc - Successfully represented a closely held internet service provider against 50% shareholder's petition for involuntary dissolution. Settled the case on buyout terms originally offered after successfully opposing the petitioner's motion for summary judgment. − Shourd v. Columbia Const - Successfully represented a small business gas station owner in an action for breach of contract, negligence and misrepresentation arising out of a contract for underground storage tank removal and remediation. − D'Abo v. Magnuson - Successfully represented a lender/financier in a federal action to recover a loan, defeating various counterclaims and affirmative defenses.

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John Ray Nelson MEMBER SPOKANE T 509.777.1604 F 590.777.1616 [email protected]

REPRESENTATIVE WORK – Employment − Wyche v. Manor Care - Successfully defended adult care center as lead trial counsel against claims of disability discrimination and retaliation for exercising worker's compensation rights. A three day jury trial ended in a defense verdict. − Downes v. Lilac City Spay & Neuter - Successfully represented a doctor of veterinary medicine as lead trial counsel in an action for wrongful discharge in violation of public policy. A five day jury trial resulted in a verdict for the plaintiff in excess of $180,000. Costs and attorneys' fees awarded resulted in a total judgment in excess of $220,000. − New Horizons v. Tapken - Successfully represented individual as lead counsel against suit for injunctive relief and damages based upon alleged violation of covenant not to compete against former employer. − Rykoff-Sexton v. PSC Food Service - Successfully represented individual and new employer against action for injunctive relief and damages based upon alleged violation of covenant not to compete against former employer. − Post v. Coronet - Successfully defended a national carpet and flooring manufacturer against age discrimination claim by obtaining summary judgment dismissing the claim with prejudice, affirmed on appeal. − Powell v. Asplundh Expert Tree Company - Successfully represented tree trimming company against wrongful discharge claim under the Americans with Disabilities Act. − Anderson v. Camlu Retirement Home - Successfully represented individual independent contractor in claim for wrongful discharge and discrimination on the basis of gender and pregnancy related disability. Settled case after discovery phase of litigation.

REPRESENTATIVE WORK – Intellectual Property − Microsoft v. Alpine Industries Computers - Successfully represented software company as lead trial counsel in federal action for trademark and copyright infringement. Obtained $250,000 judgment, plus $72,000 costs and attorneys' fees, following trial to federal court. − DX/DY Voice Processing, Inc. v. Teligence Corporation et al. - Successfully represented plaintiff in claims for infringement of phone switching patent. Settled case after discovery phase of litigation. − Douglas Machine Inc. v. R.A. Pearson Company - Defended claim alleging infringement of a box folding patent. Successfully negotiated settlement. − Uhlenkott v. Endot Industries, et al. - Defended claims alleging infringement of water well pump hose patent. − Nursery Licensing v. John Hancock Mutual, et al. - Defended claims alleging infringement of various apple patents. − Real Soda in Real Bottles, Ltd v. Stan Ashby, et al. - Successfully represented plaintiff in action for infringement of trademark. − McCullough v. Monsanto - Successfully represented former licensor/licensee of patented genetic modification technology against international chemical and bio-agriculture company. Successfully negotiated confidential settlement agreement at close of discovery.

REPRESENTATIVE WORK – Municipal − Hamilton v. Spokane County - Successfully represented the County as lead trial counsel against a claim for personal injuries arising out of an automobile collision with a County water truck. Obtained partial summary judgment that the plaintiff was the "disfavored driver" with the principal duty to yield, and a defense verdict for the County on liability after trial. The summary judgment order and the verdict were affirmed on appeal. − Sergeant v. Spokane County - Successfully represented Spokane County and a County Prosecutor as lead counsel against a federal civil rights claim by the defendant in a paternity and support enforcement action. Summary judgment of dismissal was affirmed by the Ninth Circuit on the basis of Prosecutorial Immunity and Eleventh Amendment Immunity under an "arm of the state" argument.

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John Ray Nelson MEMBER SPOKANE T 509.777.1604 F 590.777.1616 [email protected]

− Marshall Landfill v. City of Spokane, Spokane County - Successfully represented the City and County against federal civil rights claims based upon an alleged violation of the Commerce Clause. Obtained summary judgment of dismissal for failure to exhaust administrative remedies and lack of standing − Ronald v. City of Spokane - Worked as co-counsel with the City Attorney's office against a property developer's action for tortious interference with business expectations. The case was favorably settled after we obtained a partial summary judgment order that the plaintiff was collaterally estopped by prior federal court order. − Spokane County v. USF&G, et al - Successfully represented the County in an action for indemnification of CERCLA clean-up costs from liability insurers. − Walmsley v. O.M Scott, City and County of Spokane - Represented City and County as lead counsel in complex litigation by owners of 23 residences in the vicinity of a municipal yard waste composting facility, who alleged trespass, nuisance and inverse condemnation claims based on odor from the facility. Settled case after obtaining $1.1 million contribution from co-defendant facility operator. − City of Harrington v. Northwest Cable - Successfully represented the City in an action for injunctive relief against a cable television franchise operator.

REPRESENTATIVE WORK – Real Property − United States v. 13,000 Acres - Represented property owners in a five-day federal jury trial to establish the value of property taken to expand the Army's Yakima Firing Center. − Doyle v. Hicks, 78 Wn. App. 538 (1995) - Successfully represented purchasers of residential real estate against quiet title action by prior owner who claimed that his son had fraudulently exercised power of attorney in selling to clients' predecessors in interest. Obtained summary judgment under the Statute of Limitations, and successfully defended judgment on appeal. − Elaimy v. James S. Black - Successfully represented real estate purchasers and prospective developers against sellers, agents and brokerage on claim for negligent failure to disclose material defect in property. Case settled for rescission and partial return of clients' damages incurred. − McKinney v. K.C. Properties - Successfully represented residential real estate purchaser against sellers, agents and brokerage on claim for negligent failure to disclose material defect on property. Obtained rescission and damages for purchaser by settlement. − Newcomb v. Arsenault - Successfully represented a person who contributed funds to develop real estate based upon promise and expectation of marriage. Obtained property and damages for client valued in excess of initial investment. − Emtman v. City of Cheney - Successfully represented property owner in eminent domain proceedings. Case settled after we prevailed on a vigorously opposed motion for immediate distribution of the City's initial "takings" deposit.

RECOGNITION − The Best Lawyers in America© Commercial Litigation, 2013-2018 − Spokane Top Lawyers, Spokane/Coeur d'Alene Living magazine, 2008-2015

ACTIVITIES − Federal Bar Association, Eastern District of Washington + President, 2010 + Board of Directors, 2005-2012 − Lawyer Representative to the Ninth Circuit Judicial Conference, 2005-2008 − Washington State Bar Association − Utah State Bar Association 4

John Ray Nelson MEMBER SPOKANE T 509.777.1604 F 590.777.1616 [email protected]

− American Bar Association − Executive Committee of the WSBA Litigation Section, 1997-2004 + Chair of the Committee, 2002-2003 − Washington Trial and Evidence Manual + Editor in Chief, 2004 + Editorial Board 1997 − Washington Civil Procedure Deskbook, Editorial Board, 2012, 2004, 1998, 1995 − National Ski Patrol, 1991-Present

PUBLICATIONS − “Non-Compete, Confidentiality and Solicitation Materials, and Terminating the Employment Relationship,” Author and speaker at related CLE Hiring and Firing in Washington, September 2003 − “Personal Liability for Directors and Managers and Litigation of FLSA Claims,” Author, Washington Wage and Hour Update, Spokane, WA, September 2003 − “Employment: Creation and Use of An Employment Manual; Agreements and Their Enforceability; and Harassment Suits,” Author, Washington State Bar Association CLE Essentials of Advising the Small Business, August 1997 − “Employee Handbooks, Hiring, Firing & Employee Contracts,” Co-author / Speaker: Appropriate Termination Practices at Washington State Bar Association CLE, April 1997 − “Basic Wage & Hour Law in Washington,” Author / Speaker: Ethical Considerations and Litigation of Wage and Hour Claims, National Business Institute CLE, April 1997 − “Pleadings and Motion Practice,” Author / Speaker at a CLE offered in conjunction with the WSBA Litigation Section's publication of the Washington Civil Procedure Deskbook in 1995 − “ER 702 and Expert Opinion Testimony,” Author / Speaker at CLE offered in conjunction with publication of the WSBA Litigation Section's Trial Manual, 1994

PRESENTATIONS − “An Overview of Strategic and Legal Considerations in Voir Dire,” Speaker, 11th Annual Federal Civil Trial Practice Seminar, May 2017 − “The Rules of Evidence: A Practical Tool Kit,” Speaker, National Business Institute CLE, September 2015 − Advanced Trial Tactics: Sophisticated Courtroom Strategies for Experienced and Aspiring Trial Attorneys, Speaker, November 2014 + “Cross-Examination and Redirect – Focus on Experts and Evidence” + “Effective Exhibits and Courtroom Technology” + “Summations and Jury Instructions Roundtable Discussion” − 10th Annual Hiring & Terminating: The Ins and Outs of Employment Law Seminar, Speaker, September 2014 + “Overview of Confidentiality, Non-Compete, and Non-Solicitation Agreements” + “The In-Between: Keeping Good Records” − “Federal Bar Association for the U.S. District Court for the Eastern District of Washington,” Speaker, 2012 District Conference and CLE – Jurisdiction and Venue in Federal Courts, September 2012 − “5th Annual Federal Civil Trial Practice Seminar,” Speaker, Effective Use of Summary Judgment Motions in Federal Court, May 2011 − “The Mechanics of Washington Civil Procedure,” Speaker, Commencing the Action, Responsive Pleadings - What to Use, When and How, and Non-Complaint Claims and Third Party Practice, December 17, 2010

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John Ray Nelson MEMBER SPOKANE T 509.777.1604 F 590.777.1616 [email protected]

− “Zen and the Art of Post-Employment Agreements,” Speaker, Non-Competes in a Down Economy: Protecting Your Company's Trade Secrets From Disclosure by Former Employees, June 2009 − “FLSA/Wage and Hour in Today’s Economy,” Speaker, Fundamentals of Employment Law, Spokane, WA, November 2009 − “Anatomy Of An Employment Case,” Speaker, Northwest Association of Human Resource Professionals, June 2007 − “Legal Ethics Issues in Employment Cases,” Speaker, Spokane County Bar Association's CLE, Hot Topics in Employment Law, March 2007 − “Can You Hear Me Now?!? What Mediators, Arbitrators and Litigators Really Want to Say to Each Other,” Panelist, WSBA Sections on Litigation and Alternative Dispute Resolution, September 2006 − “Depositions in a Commercial Case -- Defense Perspective,” Speaker, WSBA Litigation Section CLE, Elements of Litigation: Advanced Strategies, Techniques and Demonstrations from Both Sides of the Bar, June 2006 − “Documenting Discipline and Discharge from a Trial Lawyer's Perspective,” Speaker, Lorman Education Services, May 2006 − “Trial Themes,” Speaker, Spokane County Bar Assoc. CLE: Trial Techniques for Every Attorney, January 2006 − “Sex & Other Discrimination Claims,” Speaker, Laws Against Discrimination in Rental Properties, Olympic Rental Association, Spokane Chapter, September 2005

EXPERIENCE − Foster Pepper PLLC + Member, 2005-Present + Managing Partner, Spokane Office + Executive Committee Member, 2007-Present − Preston Gates & Ellis LLP (now K&L Gates LLP) + Partner, 1996-2005 + Associate, 1991-1996 + Spokane Office Managing Partner, 2003-2004 + Spokane Litigation Group Chair, 1996-2004 − U.S. District Court for the Eastern District of Washington, the Hon. Alan A. McDonald and the Hon. Justin L. Quackenbush, Law Clerk

BAR ADMISSIONS − Washington, 1986 − Idaho, 2006 − Utah, 1987 − U.S. District Court − Eastern District of Washington, 1991 − Idaho, 2007 − Utah, 1987 − Western District of Washington − U.S. Court of Appeals + 4th Circuit + 9th Circuit + 10th Circuit

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John Ray Nelson MEMBER SPOKANE T 509.777.1604 F 590.777.1616 [email protected]

EDUCATION − J.D., University of Utah S.J. Quinney College of Law, 1986 − M.A., University of Washington, 1983 − B.S., Utah State University (cum laude), 1981

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Christopher G. Emch

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.8904 Chris is a member of the firm’s Litigation & Dispute Resolution practice. He has extensive experience with commercial litigation, health care law, business disputes, F 206.749.1934 cybersecurity law, railroad and transportation law, securities law, class actions, [email protected] education law, administrative law, tax appeals, and regulatory proceedings and investigations. Chris is licensed and has litigated in state and federal courts in SERVICES Washington, Oregon and California. Chris has additional experience prosecuting claims as a Special Assistant Attorney General. Litigation & Dispute Resolution Chris regularly works with hospitals and health care providers on a wide range of Antitrust & Consumer matters, including disputes and issues involving contracts, billing and reimbursement, Protection medical staffing, facility construction, quality assurance, pharmacy issues, risk Business management, information management, patient records and data security. He also Class Action Litigation regularly represents hospitals and other health care providers at all levels of the Emergency Injunction Certificate of Need process and in the judicial review phase of planning decisions. Team Chris has significant trial, arbitration and mediation experience. For example, he served Environmental Litigation on the trial team in McCleary v. State of Washington, the largest public education Financial Institutions funding lawsuit in our state. He was one of the plaintiffs' attorneys representing a Health Care coalition of education organizations and individuals in a constitutional challenge to Municipal Government Washington State's underfunding of K-12 education. After a two-month trial, the trial Privacy, Cybersecurity & court entered judgment to enforce the State Constitution’s public education clause, Data Protection (Chair) which has been affirmed by the Washington State Supreme Court, 173 Wn.2d 477, 269 School Districts P.3d 227 (2012). Tax Chris is active in the local federal bar. He serves as the Co-Chair of the Website and Transportation Communications Committee of the Federal Bar Association - Western District of Yachts, Ships & Washington. Submersibles

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Christopher G. Emch MEMBER SEATTLE T 206.447.8904 F 206.749.1934 [email protected]

REPRESENTATIVE WORK − School Funding Litigation – One of the plaintiffs' attorneys representing a coalition of education organizations and individuals in McCleary v. State, a constitutional challenge to Washington State's chronic underfunding of K-12 education; after a two-month trial, the trial court entered judgment to enforce the State Constitution’s public education clause, which has been affirmed by the Washington State Supreme Court, 173 Wn.2d 477, 269 P.3d 227 (2012); see www.waschoolexcellence.org − Kennewick Public Hospital District Certificate of Need Litigation – Representation of public hospital district in administrative and superior court proceedings regarding approval by the Department of Health's Certificate of Need program of the construction of a new facility critical to providing quality health care to the community − Healthcare Billing and Reimbursement Litigation – Representation of major medical center in prosecution of claims regarding payment and reimbursement for significant outpatient services and procedures − Fresenius Medical Care/QualiCenters Kidney Dialysis Litigation – Representation of kidney dialysis provider in administrative and superior court proceedings regarding allocation of new facilities under Department of Health's Certificate of Need program − Snohomish County Public Hospital District No. 2 Pathology Litigation – Representation of hospital and medical staff personnel in disputes with pathology group regarding clinical and anatomic pathology services − Reklaim Technologies, Inc. Securities Litigation – Representation of directors and officers of tire recycling company in actions alleging Washington State Securities Act claims, breach of fiduciary duty, corporate waste and minority shareholder oppression − Real Estate Broker Litigation – Defended global real estate services company in multi-million dollar dispute. Obtained dismissal of all claims on summary judgment, and dismissal was affirmed on appeal − Tequila Cuervo Domain Name Litigation – Representation of tequila manufacturer in prosecution of a federal trademark action for transfer of domain name under the federal Anti-Cybersquatting Consumer Protection Act − Charter Communications Securities Litigation – Representation of the chairman and controlling shareholder of a national cable company in consolidated securities class actions, shareholder derivative suits and other parallel proceedings − Metropolitan Mortgage/Summit Securities Litigation – Representation of directors and officers of a financial services company in multi-jurisdictional securities class actions and related proceedings − Microtek Consumer Protection Litigation – Defense of computer equipment manufacturer in a putative nationwide class action alleging Consumer Protection Act and contract claims; all claims against the company dismissed with prejudice without discovery − Safeway Consumer Class Action Litigation – Defense of nationwide salmon labeling consumer class action brought against grocer in King County Superior Court; motion to dismiss granted and case dismissed with prejudice − CityBank Shareholder Derivative Litigation – Representation of chief operating officer in a shareholder derivative action; case dismissed with prejudice − Akamai Technologies Stock Option Litigation – Representation of e-business infrastructure services and software company in stock option disputes with former executives from previously acquired companies − PENSCO Pension Services, Inc. Litigation – Representation of company providing custodial services for self-directed IRAs in securities actions; all cases against client dismissed in pre-arbitration proceedings − PathoGenesis Corp. Securities Litigation – Representation of a manufacturer of an aerosolized antibiotic for cystic fibrosis patients and its officers/directors in defense of federal class action claims; consolidated class actions dismissed with prejudice; dismissal affirmed by the Ninth Circuit Court of Appeals, 284 F. 3d 1027 (9th Cir. 2002) − Pyramid Breweries Inc. Securities Litigation – Defense of multiple class actions arising out of an initial public offering; all cases dismissed without discovery, including the first Post-Reform Act dismissal with prejudice; affirmed by the Ninth Circuit Court of Appeals, 143 F.3d 1293 (1998)

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Christopher G. Emch MEMBER SEATTLE T 206.447.8904 F 206.749.1934 [email protected]

− Costco Rebate Litigation – Representation of wholesale membership club in putative nationwide consumer class action arising from alleged failure to disclose expiration dates of manufacturers’ rebates; case resolved without discovery − WhizBang! Labs Litigation – Representation of former director in stock dispute and breach of contract action against software technology company − Alaska Permanent Fund Corporation v. Metropolitan Life Insurance Company – Representation of state agency responsible for investment of state funds in a multiple forum real estate action against an insurance company − Trans West v. Washington Mutual Bank – Representation of financial institution in UCC action − Alaska Airlines v. Air Alaska – Representation of airlines in a multiple forum trademark infringement dispute

ACTIVITIES − Issaquah Schools Foundation, Board Member, 2016-Present − Federal Bar Association, Western District of Washington, Communications and Website Committee, Co-Chair − American Bar Association + Health Law Section + Litigation Section − Washington State Bar Association − Oregon State Bar Association − California Bar Association − King County Bar Association − Washington State Society of Healthcare Attorneys − American Health Lawyers Association + Healthcare Litigation and Risk Management Section + Payment and Reimbursement Section + Healthcare Fraud and Compliance Section + eHealth, Privacy & Security Section − Dartmouth Club of Western Washington, Past President

PUBLICATIONS − Federal Bar Association Newsletter, Co-Chair and Editor, Communications and Website Committee, 2009-Present − “Managing the Electronic Avalanche: The Courts Speak,” Author, National Business Institute CLE, 2014 − “Class Action Fairness Act: Ninth Circuit Blocks Removal By Counterclaim Defendant,” Author, Federal Bar Association Western District of Washington Newsletter, Summer 2011 − “Managing Client Confidences: Revisiting Attorney Client, Work Product and Deliberative Process Privileges,” Co- author, Washington State Association of Municipal Attorneys Conference, 2007 − “Building A Record For Dismissal In Securities Cases: What The Court May Consider On A Motion To Dismiss,” Co- author, American Bar Association, 2000 − “Overview Of The Private Securities Litigation Reform Act Of 1995, Its Impact And Application,” Contributor, 20th Annual Northwest Securities Institute, 2000 − “Litigating The Class Action Lawsuit In Washington,” Co-author of class action defense-oriented CLE publication, National Business Institute, 1998

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Christopher G. Emch MEMBER SEATTLE T 206.447.8904 F 206.749.1934 [email protected]

PRESENTATIONS − “Managing Cyber Risks: Cybersecurity in the Supply Chain,” Speaker, Counsel of Supply Chain Management Professionals Seminar, November 2017 − “Expert Witnesses in Federal Court Cases,” Speaker/Faculty Member, National Business Institute Seminar, November 2016 − “Managing Cyber Risks: Exposures, Internal Controls and Insurance,” Speaker, Association of Corporate Counsel CLE, October 2016 − “Cyber Security Best Practices: Overview of Regulatory Expectations and Loss Mitigation Strategies,” Speaker, Northwest Credit Union Association, March 2016 − “Everything You Don’t Know About E-Discovery (But Wish You Did),” Speaker/Faculty Member, National Business Institute Seminar, 2014 − “Education Finance: Adequacy and Equity,” Speaker/Panelist, Forces of Change: Justice and Equity in Public Education Conference, UW Law School, 2012 − “Legal Ethics: Maintaining the Attorney-Client Privilege and Work Product Protections,” Presenter, Washington State Society of Healthcare Attorneys Conference, 2007

EXPERIENCE − Foster Pepper PLLC + Member, 2002-Present + Associate, 1996-2001

BAR ADMISSIONS − Washington − Oregon − California − District of Columbia − U.S. District Court + Eastern District of Washington + Western District of Washington + District of Oregon + Central District of California + Eastern District of California + Northern District of California + Southern District of California − 9th Circuit U.S. Court of Appeals

EDUCATION − J.D., University of Michigan Law School (cum laude) − A.B., Dartmouth College (high honors)

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Deborah A. Crabbe

MEMBER

SEATTLE PRACTICE OVERVIEW T 206.447.5325 Deborah is a member of the Real Estate, Creditors' Rights & Bankruptcy and Financial Institutions practices. Deborah focuses on representing creditors in all aspects of F 206.749.2009 secured transactions, receiverships, bankruptcies and workout proceedings. In [email protected] particular, she has substantial experience representing lenders, leasing companies, trade creditors, trustees and receivers. SERVICES Deborah was recently singled out by the highly regarded Chambers USA legal Real Estate directory, which annually interviews firm clients. In addition to a top-ranking of Foster Commercial & Real Pepper's Creditors' Rights & Bankruptcy practice, Deborah is “lauded for her strong Estate Finance (Co-Chair) creditor-focused practice and is identified as ‘a very good insolvency lawyer.’” Creditors’ Rights and Bankruptcy Financial Institutions RECOGNITION − The Best Lawyers in America© Bankruptcy and Creditor-Debtor Rights Law, 2011- 2018 − Chambers USA Leading Individual, Bankruptcy/Restructuring Law, 2012-2018 − Washington Super Lawyers list, 2003-2009, 2012-2017 − 2010 Top Lawyer, Seattle Metropolitan magazine − Rising Star, Washington Super Lawyers list, 2001 − Martindale-Hubbell AV Rating − Seattle University + Semifinalist; Fredric Cutner Tausend Moot Court Competition, 1991 + Member, Order of the Barristers

ACTIVITIES − American Bankruptcy Institute + Trustee + Committee to the Commission Studying Changes to Chapter 11, Member + Publications Committee, Member − Business Reorganization Committee, Former Co-Chair

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Deborah A. Crabbe MEMBER SEATTLE T 206.447.5325 F 206.749.2009 [email protected]

− Washington State Bar Association + Member + Debtor-Creditor Subsection, Member − Oregon Bar Association + Member + Debtor-Creditor Subsection, Member − King County Bar Association − CENTS, Former Board Member − Northwest Kidney Centers, Foundation Board, Member − Swedish Medical Center Foundation + Campaign Planning Committee + Board Member

PUBLICATIONS − “Are Non-Debtor Releases/Permanent Injunctions Authorized Under the Bankruptcy Code?” Author, American Bankruptcy Institute Journal, May 2003 − “Dot Com Windups Using State Law,” Author, National Business Institute (Monograph), 2001 − “Should an Oversecured Creditor be Entitled to Post-Petition Interest at the Default Rate?” Author, American Bankruptcy Institute Journal, March 1998. − “Dealing with Bankruptcy,” Author, National Business Institute (Monograph), 1997 − “To Be Inventory or Not To Be Inventory - That is the Question: Auto Dealerships Bankruptcies Create Confusing Landscape for Secured Creditors,” Author, American Bankruptcy Institute Journal, 1997

PRESENTATIONS − ABI/NCBJ Conference Roundtables, Speaker, National Conference of Bankruptcy Judges, October 2014 − “Distinctions With Differences: Guarantors, Co-Borrowers, Accommodation Parties; and When to Use Cross- Collateralization Clauses and Cross-Default Clauses,” Panelist, Risk Management Association Puget Sound Chapter Spring Seminar, May 2012 − “2012 Utility Payment Collections,” Speaker, Washington Public Treasurer's Association 25th Annual Conference, April 2012 − “2008 Utility Payment Collections and Liens,” Speaker, Washington Public Treasurers Association, April 2007 − Presentations related to Creditors' Rights law + Panel Discussion on Bankruptcy Trends, Washington State Federal Bar Program, December 2005 + “Right Without a Remedy?: Individual and Small Business chapter 11 Under the New Code,” Speaker, ABI Winter Leadership Conference, December 2005 + “Bankruptcy Issues,” Speaker, Washington Collection Law, Including an Update on Bankruptcy Reform, Lorman Educational Services, July 2005

EXPERIENCE − Foster Pepper PLLC, Member, 2001-Present − Betts Patterson & Mines, P.S., Member, 1992-2001

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Deborah A. Crabbe MEMBER SEATTLE T 206.447.5325 F 206.749.2009 [email protected]

BAR ADMISSIONS − Washington, 1992 − Oregon, 2004 − U.S. District Court − Eastern District of Washington, 1993 − Western District of Washington, 1992 − District of Oregon, 2005 − 9th Circuit U.S. Court of Appeals 1996

EDUCATION − J.D., Seattle University School of Law (cum laude) 1992 − M.S., University of Massachusetts, 1985 − Honours Bachelor of Commerce, Laurentian University, 1982

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J. Scott Galloway

OF COUNSEL

SEATTLE PRACTICE OVERVIEW T 206.447.8919 Scott is of counsel and focuses his practice on ERISA, employee benefits, executive compensation, fiduciary, and investment law. He has substantial experience with F 206.749.1947 respect to investment of pension and retirement assets. Scott advises large and small [email protected] employers with respect to the tax, Title I, Title IV, labor, ADEA and securities law issues involving pension, profit-sharing, 401(k), stock bonus, stock option, deferred SERVICES compensation, and medical and other welfare benefit plans, as well as executive compensation planning. Business Emerging Companies & Scott has substantial experience advising tax-exempt entities, including credit unions, Venture Capital tribal governments and hospitals with respect to the unique issues presented by such Employee Benefits & organizations’ tax-qualified plans and executive compensation and severance Executive Compensation arrangements. Employment & Labor Financial Institutions Scott also has an interest in legal issues affecting recording artists and the music industry, and advises recording artists, labels, and public relations firms with respect to Investment Management contractual and development matters. Media, Entertainment & Games Native American ACTIVITIES Nonprofits & Tax-Exempt − National Association of Stock Plan Professionals Organizations − American Bar Association Sports Law + Taxation Section, Employee Benefits Committee, Member Tax + Labor and Employment Section, Member + Corporation, Banking and Business Law Section, Member − East King County Soccer Referees Association

PUBLICATIONS − “EEOC Issues New Rules for Employer Wellness Programs,” Author, Foster Pepper News Alert, May 2016 − “Court Decision Puts Private Equity Funds at Risk for ERISA Liability of Portfolio Companies,” Author, Foster Pepper News Alert, October 2013 − “Employers, Have You Prepared Your Retirement Plan Fee Disclosures?” Author, Foster Pepper News, August 2012 1

J. Scott Galloway OF COUNSEL SEATTLE T 206.447.8919 F 206.749.1947 [email protected]

− “Employee Benefits Law,” Contributing Author, S. Sacher et al. ed., 1991 − “Scienter As an Essential Element in an SEC Suit for Injunctive Relief,” Author, Note, 8 U. Tol. L. Rev. 817, 1977

PRESENTATIONS − “Is Your Employee Handbook Ready for Prime Time?” Speaker, Foster Pepper Client Briefing, April 2015 − “Tribal Employee Benefit Plans,” Speaker, Tribal Employment Rights & Law: Sovereignty, Jurisdiction and Best Practices, July 2014 − “Improving Tribal Pension and Employee Benefit Plans,” Speaker, Tribal Economic Development, Foster Pepper PLLC, February 2013 − “Tribal Retirement Plans Forum Webinar: IRS Requests Comments on Sovereignty over Retirement Plans,” Co- Presenter, January 2012 − “Tribal Retirement Plans Forum - Action Plan for Maintaining Compliance and Risk Management,” Presenter, July 2011 − “Executive Compensation Legal Considerations,” Panelist, 2009 Bankers Briefing, May 2009

EXPERIENCE − Foster Pepper PLLC + Of Counsel, 2003-Present + Member, 1996-2002 + Of Counsel, 1995-1996 − Johnson & Gibbs, P.C., Shareholder, 1988-1995 − Kimberly-Clark Corporation, Associate Counsel, Corporate Affairs, 1985-1989 − Seyfarth, Shaw, Fairweather & Geraldson, Associate, 1982-1984 − Department of Labor, Office of the Solicitor, Attorney, 1979-1982

BAR ADMISSIONS − Washington, 1996 − Illinois, 1982 − Ohio, 1978

EDUCATION − LL.M., Taxation, New York University, 1979 − J.D., University of Toledo, 1978 + University of Toledo Law Review, Executive Editor, 1977-1978 − A.B., University of Notre Dame, 1974

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EXHIBITU B

SCOPE OF WORK

LAW FIRM shall provide investment counsel legal services including but not limited to the following:

(a) Review, negotiate, and assist in drafting and/or restructuring alternative investment agreements, including but not limited to, agreements related to private equity, private credit, real estate direct funds, funds-of-funds, subscription agreements, limited partnership agreements, and other commingled fund arrangements.

(b) Draft and negotiate agreements for public market investments, transition managers, custodial bank, benefit distribution providers, and other miscellaneous investment related matters.

(c) Advise, draft, and negotiate investment advisory agreements, supplemental or secondary agreements, and side letter agreements.

(d) Advise on the legal structure of investment funds, fund-of-funds, limited partnerships, and on-shore and off-shore investments.

(e) Advise FCERA and the Board regarding SEC, CFTC, and other domestic, state, international, and foreign regulatory agencies with compliance and oversight responsibilities in each of the above investment categories.

(f) Review amendments to investment agreements when a legal opinion is required.

(g) Provide advice and counsel regarding standard and non-standard terms, and identify and advise which terms should be accepted or negotiated.

(h) Advise FCERA and the Board regarding Most Favored Nation (MFN) elections.

(i) Advise FCERA and the Board on federal and state investment policy compliance issues.

(j) Provide legal counsel as requested for other investment-related matters, including any disputes that might arise out of FCERA’s investments. This advice may relate to litigation, but the chosen LAW FIRM will not litigate investment matters on behalf of FCERA or the Board without a separate written engagement with FCERA.

(k) Appear at Board meetings and make presentations to the Board, as needed and when requested by staff.

(l) Perform legal due diligence and will work with FCERA’s general counsel and other legal representatives and advisors in connection with projects assigned by the

2273043v1 / 19704.0001 11/21/18

Retirement Administrator on behalf of the Board. LAW FIRM will also work with FCERA’s investment consultant and FCERA staff to ensure appropriate legal review of all investments. LAW FIRM will be the main point of contact with opposing investment counsel, some of whom may practice in a different jurisdiction than FCERA, to ensure compliance with any local regulations or foreign government regulations. FCERA will require LAW FIRM prepare and deliver hard budgets to FCERA in advance for all legal projects that FCERA believes will result in fees to FCERA of more than $15,000.

2273043v1 / 19704.0001 11/21/18

EXHIBITU C

COMPENSATION

2273043v1 / 19704.0001 11/21/18

Excerpt from Proposal - Exhibit C: Fee Proposal A list of the standard hourly rates of our proposed team is provided below. To demonstrate our desire to continue our work with FCERA, we have also provided a discounted hourly rate structure that will remain in place for the next three years. After 2020, these rates may be subject to an increase of up to 10%. Legal Professional, Title 2018 Standard Hourly Rate Proposed Discounted LEGAL PROFESSIONAL, TITLE 2018 STANDARD HOURLY RATE PROPOSED DISCOUNTED RATE

Rafael Stone, Lead Attorney $700 $525 Bob Perez, Member $685 $525 Vandana Harris, Member $685 $525 Matthew Maynard, Member $545 $525 Denny Wong, Member $550 $525 Michael Zhao, Associate $450 $425 Paul Heer, Associate $450 $425 Isaac Joy, Associate $450 $425 Zachary King, Associate $450 $425 Haley Stencel, Associate $450 $425 Mike Kuntz, Member $605 $525 John Santa Lucia, Member $560 $525 Jacob Scholl, Of Counsel $560 $450 John Ray Nelson, Member $660 $525 Christopher Emch, Member $550 $525 Deborah Crabbe, Member $550 $525 J. Scott Galloway, Of Counsel $500 $450

Foster Pepper does not charge for out-of-pocket expenses including copies and telephone calls.

2273043v1 / 19704.0001 INVESTMENT COUNSEL LEGAL SERVICES AGREEMENT

THIS INVESTMENT COUNSEL LEGAL SERVICES AGREEMENT (this "Agreement") is made and entered into on March 6, 2019 (the "Effective Date"), by and between the FRESNO COUNTY EMPLOYEES' RETIREMENT ASSOCIATION, a local public agency ("FCERA") and FOLEY & LARDNER, LLP, a limited liability partnership ("LAW FIRM").

RECITALS

A. WHEREAS, FCERA is formed, operates, and organized pursuant to the County Employees Retirement Law of 1937 (Gov. Code, § 31450, et seq.), and FCERA is administered by the Board of Retirement “Board”); and

B. WHEREAS, FCERA engaged in a competitive procurement to retain a law firm or law firms to perform investment legal services for FCERA, and LAW FIRM provided a proposal to FCERA in response to such procurement, which is attached hereto and incorporated herein as Exhibit A (the "LAW FIRM PROPOSAL"); and

C. WHEREAS, as a result of this procurement and by this Agreement, FCERA and the Board desire to engage LAW FIRM to perform investment counsel legal services on behalf of FCERA, and LAW FIRM desires to perform such services on behalf of FCERA, and has represented to FCERA that it is qualified to perform the aforesaid legal services.

NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions set forth in this Agreement, including the above Recitals, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms have the meanings set forth in this Section 1.

(a) "Agents" means any employees, agents, or representatives of LAW FIRM acting in connection with this Agreement.

(b) "Agreement" has the meaning given in the preamble of this Agreement.

(c) "Effective Date" has the meaning given in the preamble of this Agreement.

(d) "Board" has the meaning given in the Recitals of this Agreement.

(e) "LAW FIRM" has the meaning given in the preamble of this Agreement.

(f) "LAW FIRM's Project Manager" has the meaning given in Section 5(a) of this Agreement.

(g) "Covered Persons" means FCERA, its trustees, directors, officers, and employees.

1 4816-4826-1769.2 (h) "Effective Termination Date" means the date on which all or a specified portion of the work under this Agreement will formally cease, as specified in any Notice of Termination delivered by FCERA to LAW FIRM.

(i) "FCERA" has the meaning given in the preamble of this Agreement.

(j) "FCERA's Project Director" means Donald Kendig, FCERA's Retirement Administrator, or any successor to the position of FCERA Retirement Administrator, or any individual acting with due authority as the designee of the Retirement Administrator.

(k) "FCERA Records" has the meaning given in Section 14(a) of this Agreement.

(l) "Legal Requirements" means all federal, state, county and local laws, rules, regulations, and ordinances, presently existing or enacted or promulgated during the term of this Agreement, which may apply to LAW FIRM in relation to its performance under this Agreement.

(m) "Member Records" means any records relating to FCERA's members or beneficiaries to which LAW FIRM or its Agents may be exposed when performing under this Agreement.

2. Description of Services.

(a) Work to be Performed. LAW FIRM agrees to perform the services described in this Agreement and in Exhibit B (the "Scope of Work"), attached hereto and incorporated herein by reference.

(b) Standard of Care. The LAW FIRM agrees that it shall perform its obligations under this Agreement with the competence, care, skill, prudence and diligence prevailing for a law firm doing business in the legal industry. LAW FIRM shall be responsible for and cause any and all of its employees, agents and representatives providing services in connection with this Agreement to exercise the same standard of care.

(c) Quality of Services. In performing the services described in Exhibit B. LAW FIRM will correct any errors or omissions in the provision of such services that result from LAW FIRM's failure to meet the standard of care set forth in the foregoing Section 2(b), at no cost or expense to FCERA and in a timely manner, after the request by FCERA's Project Director.

(d) LAW FIRM's Availability. LAW FIRM and FCERA's Project Director will agree in advance on LAW FIRM's availability to perform the Scope of Work. Services and work provided by the LAW FIRM at FCERA's request under this Agreement and Exhibit B will be performed in a timely manner consistent with the requirements and standards established by applicable federal, state and FCERA laws, ordinances, regulations and resolutions, and in accordance with a Scope of Work set forth

2 4816-4826-1769.2 in Exhibit B. If there is no schedule, the hours and times for completion of said services and work are to be set by the LAW FIRM; provided, however, that such schedule is subject to review by and concurrence of the FCERA.

(e) Cooperation with Other Professionals. LAW FIRM agrees to cooperate with such professionals as FCERA may engage to assist FCERA in the performance of its duties, including, without limitation, the law firm engaged by FCERA to perform other legal services required or desired by FCERA in FCERA's sole and absolute discretion.

3. Attorney Work Product and Records. FCERA shall have the right to all attorney work product and other records consistent with the California Rules of Professional Conduct and this Agreement.

4. FCERA's Project Director. FCERA's Project Director, shall, on a regular basis, interface with LAW FIRM's Project Manager. FCERA's Project Director is responsible for:

(a) Providing overall management and coordination of this Agreement acting as liaison for FCERA; and

(b) Providing coordination of the provisions and objectives of this Agreement; and

(c) Approving invoices submitted prior to payment for work performed and deliverables delivered in accordance with this Agreement, which approval will not be unreasonably withheld; and

(d) Providing direction to LAW FIRM in all matters relating to policy, information requirements, and procedural requirements, and

(e) Providing or making sure data, information and materials requested by LAW FIRM are provided to LAW FIRM on a timely basis.

5. LAW FIRM's Project Manager and Personnel.

(a) LAW FIRM's Project Manager is Thomas A. Hickey III ("LAW FIRM's Project Manager"). LAW FIRM shall inform FCERA in writing of the name of any alternate LAW FIRM Project Manager or designee within a reasonable time of choosing the same, and the appointment of such individual(s) shall be subject to FCERA's approval, which may be withheld in its sole discretion. LAW FIRM's Project Manager:

(i) Is responsible for the LAW FIRM's day-to-day activities related to the work to be performed under this Agreement and Exhibit B; and

(ii) Has full authority to act for LAW FIRM on all matters relating to the daily operation of this Agreement; and

3 4816-4826-1769.2 (iii) Will be reasonably available during FCERA's normal working hours for telephone contact and to meet with FCERA personnel designated to discuss LAW FIRM's performance.

(b) Additional Law Firm Personnel. FCERA has the absolute right, during the period of LAW FIRM's performance under this Agreement, to approve or disapprove any of LAW FIRM's assigned personnel designated as LAW FIRM's Project Manager, engagement partners, managers, other senior supervisory staff, or specialists, or any proposed changes in these categories of LAW FIRM's personnel. LAW FIRM shall provide the FCERA Project Director, or its designee, with a résumé of the proposed replacement(s) and an opportunity to interview the person(s) prior to FCERA approving or disapproving the proposed change. Upon request by FCERA's Project Director, LAW FIRM will replace any of LAW FIRM's personnel or Agents assigned to perform services under this Agreement, who are in FCERA's opinion, unable to effectively carry out the responsibilities of this Agreement.

6. Compensation and Payment.

(a) Compensation. FCERA shall compensate LAW FIRM for services rendered under this Agreement as set forth in Exhibit C (Compensation), attached hereto and incorporated herein by reference. Such compensation may be made as part of an agreed upon hourly charge or using a "not-to-exceed" pricing structure expressly agreed to in advance by FCERA, as discussed below in Section 6(b).

(b) Alternative Compensation. In lieu of a traditional hourly billing arrangement, FCERA and LAW FIRM may negotiate a not-to-exceed pricing structure for certain investments. The not-to-exceed fee will include all necessary professional legal services with respect to FCERA's investments, including but not limited to the services listed below:

(i) Review all fund documents;

(ii) Review all memoranda from FCERA's investment consultant regarding the proposed investment;

(iii) Prepare a briefing memorandum highlighting the key terms as set forth in the fund documents;

(iv) Confer as often as needed with FCERA's staff and investment consultant;

(v) Review FCERA's investment guidelines and analyze the fund's appropriateness in light of them;

(vi) Draft a side letter which seeks to bind the proposed investment manager/general partner to FCERA's investment standards;

4 4816-4826-1769.2 (vii) Negotiate the final terms of the side letter with the proposed investment manager and/or general partner and its outside counsel;

Under this alternative compensation structure, before beginning work on an engagement, LAW FIRM will provide a quote based on the particulars of the investment. The price quote may also address other investment structures (e.g., separately managed accounts which use FCERA's model agreement). If LAW FIRM anticipates exceeding an agreed-upon estimate, LAW FIRM shall advise FCERA of that fact and shall not exceed the estimate without FCERA's written consent to the cost increase.

(c) Expenses. LAW FIRM is not entitled to reimbursement of out-of-pocket travel expenses for any expenses related to meetings at FCERA's regular place of business, unless otherwise provided for in Exhibit C. LAW FIRM's expenses are included in the compensation and therefore LAW FIRM is not entitled to any separate reimbursement for any expenses incurred by it in discharging its duties under this Agreement, unless otherwise agreed by FCERA.

(d) Additional Compensation. Except as expressly provided in Exhibit B and Exhibit C, LAW FIRM shall neither be entitled to nor receive from FCERA any additional consideration in any form.

(e) Withholding of Taxes. FCERA will not withhold any Federal or State income taxes or Social Security tax from any payments made by FCERA to LAW FIRM under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of LAW FIRM. FCERA has no responsibility or liability for payment of LAW FIRM's taxes or assessments.

(f) Invoices and Payment. All invoices are to be submitted to Doris Rentschler, Assistant Retirement Administrator, FCERA, 7772 North Palm, Fresno, California 93711. FCERA may from time-to-time notify LAW FIRM of a new point of contact to receive invoices.

(g) Non-Compensable Services. If LAW FIRM performs any work outside the Scope of Work without FCERA's prior written consent, FCERA shall be under no obligation to compensate LAW FIRM for such work and likewise LAW FIRM will have no claim against FCERA for such work.

7. Term and Termination.

(a) General Term. Subject to the termination provisions in this Section, the term of this Agreement begins on the Effective Date and, based on successful completion of the immediate past year's services, shall continue for three (3) years from the Effective Date. Upon mutual agreement of the parties, the parties may extend this Agreement twice for up to one (1) year per extension. In no event, however, shall this Agreement be effective for more than five (5) consecutive years from the Effective Date without the express approval of the Board. Any extensions shall be in written form as amendments to this Agreement.

5 4816-4826-1769.2 (b) Termination for Convenience. FCERA may terminate this Agreement at any time and for any reason by giving written notice to LAW FIRM. Termination of this Agreement shall not affect FCERA's obligation to pay for all fees earned and reasonable costs actually and necessarily incurred by LAW FIRM as provided herein, subject to any applicable setoffs. FCERA's termination of this Agreement under this Section 7 shall not be construed as a waiver of FCERA's right to make a claim against LAW FIRM for damages resulting from any default by LAW FIRM, which occurred prior to the Effective Termination Date.

(c) Termination for Default. Should either party not perform under this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party.

(d) Automatic Termination. This Agreement shall terminate automatically on the occurrence of: (i) bankruptcy or insolvency of either party; (ii) sale of LAW FIRM's business; (iii) cancellation of insurance required under the terms of this Agreement; (iv) if, for any reason, LAW FIRM ceases to be licensed or otherwise authorized to do business in the State of California, and the LAW FIRM fails to remedy such defect or defects within thirty (30) days of receipt of written notice of such defect or defects; (v) if LAW FIRM materially breaches any of the obligations contained in Sections 11 and 20; (vi) LAW FIRM is criminally indicted or convicted, or is found civilly or criminally liable by a trial court, jury or administrative body in connection with any matter involving breach of trust, breach of fiduciary ditty, fraud, or theft; and/or (vii) if LAW FIRM attempts or purports to assign this Agreement, or any portion hereof, or any of its rights or obligations hereunder, without obtaining FCERA's prior written consent.

(e) Force Majeure. LAW FIRM may not be terminated for default, if LAW FIRM's failure to perform under this Agreement arises solely from acts of God, acts of a public enemy, acts of any foreign, international, federal or state government (including all subdivisions thereof) in such government's sovereign capacity, fires, floods and earthquakes beyond the control and without the fault or negligence of LAW FIRM that causes LAW FIRM to fail to perform its obligations hereunder. In every case of force majeure the failure to perform must be beyond the control and without the fault or negligence of LAW FIRM.

(f) Rights. Remedies and Responsibilities upon Termination. If this Agreement is terminated, all of the terms and conditions of this Agreement shall continue to apply through the Effective Termination Date. The following provisions also apply to any termination of this Agreement.

(i) Recovery of Reasonable Damages Upon Default. If FCERA terminates this Agreement for default, FCERA is entitled to recover from LAW FIRM all reasonable damages resulting from such default.

(ii) Payment when Terminated for Convenience. If FCERA terminates this Agreement for convenience, FCERA will pay LAW FIRM for work already

6 4816-4826-1769.2 performed and authorized by FCERA but for which LAW FIRM has not been compensated through the Effective Termination Date.

(iii) Payment Withheld for Default. FCERA shall not authorize and shall withhold payment for services provided if FCERA terminates this Agreement for default. In the event the damages caused by such default are less than the withheld payment for services, the amount withheld in excess of the damages shall be paid to LAW FIRM.

(iv) Good Faith Transfer. Upon any termination of this Agreement by FCERA, and to the extent directed by FCERA, LAW FIRM will cooperate with FCERA in good faith to effect a smooth and orderly transfer of such services and all applicable records to a successor designated by FCERA. LAW FIRM will respond promptly to reasonable inquiries of such successor law firm with respect to the work papers and matters of continuing legal significance to FCERA. Upon termination of this Agreement, LAW FIRM will retain all FCERA Records according to the record retention provisions set forth in this Agreement.

8. Required Licenses, Certificates and Permits. Any licenses, certificates or permits required by the federal, state, FCERA or municipal governments for LAW FIRM to provide the services and work described in Exhibit B must be procured by LAW FIRM and be valid at the time LAW FIRM enters into this Agreement. Further, during the term of this Agreement, LAW FIRM must maintain such licenses, certificates and permits in full force and effect. Licenses, certificates and permits may include but are not limited to driver's licenses, professional licenses or certificates and business licenses. Such licenses, certificates and permits will be procured and maintained in force by LAW FIRM at no expense to the FCERA.

9. Office Space, Supplies, Equipment, Etc. LAW FIRM shall provide such office space, supplies, equipment, vehicles, reference materials and telephone service as is necessary for LAW FIRM to provide the services identified in Exhibit B to this Agreement. FCERA is not obligated to reimburse or pay LAW FIRM for any expense or cost incurred by LAW FIRM in procuring or maintaining such items. Responsibility for the costs and expenses incurred by LAW FIRM in providing and maintaining such items is the sole responsibility and obligation of LAW FIRM.

10. Insurance.

(a) LAW FIRM shall take out, and maintain during the life of this Agreement, insurance policies with coverage at least as broad as follows:

(i) General Liability. Commercial general liability insurance covering bodily injury, personal injury, property damage, products and completed operations with limits of no less than Five Million Dollars ($5,000,000) per incident or occurrence. If Commercial general liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to any -act or omission by LAW FIRM under this Agreement or the general aggregate limit shall be twice the required occurrence limit. If written on a claims form, LAW FIRM will continue to name FCERA as an additional

7 4816-4826-1769.2 insured or provide an extended two (2) year reporting period commencing upon termination or cancellation of this Agreement.

(ii) Automobile Liability Insurance. If the LAW FIRM or the LAW FIRM's officers, employees, agents, representatives or subcontractors utilize a motor vehicle in performing any of the work or services under this Agreement, owned/non-owned automobile liability insurance providing combined single limits covering bodily injury, property damage and transportation related pollution liability with limits of no less than One Million Dollars ($1,000,000) per incident or occurrence.

(iii) Workers' Compensation Insurance. Workers' Compensation insurance as required by the California Labor Code. In signing this contract, LAW FIRM certifies that LAW FIRM is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and that the LAW FIRM will comply with such provisions before commencing the performance of the work of this Agreement.

(iv) Professional Liability. Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) annual aggregate. This insurance shall include liability coverage covering LAW FIRM's liability arising from errors and omissions made directly or indirectly during the duration of this Agreement. This coverage shall be issued on a per claim basis. LAW FIRM agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Agreement, one or more policies of professional liability insurance with limits of coverage as specified herein.

(b) Any deductibles, self-insured retentions or named insureds must be declared in writing and approved by FCERA. At the option of the FCERA, the insurer shall reduce or eliminate such deductibles, or named insureds. The FCERA, in its sole discretion, may waive the requirement to reduce or eliminate deductibles or self-insured retentions, in which case, the LAW FIRM agrees that it will be responsible for and pay any self-insured retention or deductible and will pay any and all costs, losses, related investigations, claim administration and defense expenses related to or arising out of the LAW FIRM's defense and indemnification obligations as set forth in this Agreement.

(c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to FCERA or its officers, officials, employees or volunteers.

(d) LAW FIRM's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

(e) Each insurance policy required by this Section shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party except after thirty

8 4816-4826-1769.2 days' prior written notice has been given to FCERA. LAW FIRM shall promptly notify, or cause the insurance carrier to promptly notify, FCERA of any change in the insurance policy or policies required under this Agreement, including, without limitation, any reduction in coverage or in limits of the required policy or policies.

(f) Insurance shall be placed with California admitted insurers (licensed to do business in California) with a current rating by Best's Key Rating Guide acceptable to FCERA; provided, however, that if no California admitted insurance company provides the required insurance, it is acceptable to provide the required insurance through a United States domiciled carrier that meets the required Best's rating and that is listed on the current List of Eligible Surplus Line Insurers maintained by the California Department of Insurance. A Best's rating of at least A-:VII shall be acceptable to FCERA; lesser ratings must be approved in writing by FCERA.

(g) FIRM shall furnish FCERA with certificates of insurance, and with original endorsements, showing coverage required by this Agreement, including, without limitation, those that verify coverage for subcontractors of LAW FIRM. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements shall be received and, in FCERA's sole and absolute discretion, approved by FCERA. FCERA reserves the right to require complete copies of all required insurance policies and endorsements, at any time.

(h) The limits of insurance described herein shall not limit the liability of LAW FIRM and LAW FIRM's officers, employees, agents, representatives or subcontractors.

11. Defense and Indemnification.

(a) To the fullest extent permitted by law, LAW FIRM shall indemnify, defend, and hold harmless FCERA, its Board and its agents, trustees, directors, officers and employees from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with negligence and/or willful misconduct by LAW FIRM concerning its performance of this Agreement or by LAW FIRM's officers, employees, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including the loss of use. Notwithstanding the foregoing, LAW FIRM's obligation to indemnify FCERA, its Board, and its agents, trustees, directors, officers and employees for any judgment, decree or arbitration award shall extend only to the percentage of negligence or willful action of LAW FIRM in contributing to such claim, damage, loss and expense.

(b) LAW FIRM's obligation to defend, indemnify and hold FCERA and its agents, officers and employees harmless under the provisions of this Section is not limited to or restricted by any requirement in this Agreement for LAW FIRM to procure and maintain a policy of insurance.

9 4816-4826-1769.2 12. LAW FIRM's Representations, Warranties and Covenants. LAW FIRM makes the following representations, warranties, covenants and agreements, acknowledging they constitute a material inducement to FCERA to enter into this Agreement.

(a) Authorization. This Agreement has been duly authorized, executed and delivered by LAW FIRM and constitutes the legal, valid and binding agreements and obligations of LAW FIRM, enforceable against LAW FIRM in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors' rights generally and general principles of equity. LAW FIRM is not subject to or obligated under any law, rule or regulation of any governmental authority, or any order, injunction or decree, or any contract or agreement, that would be breached or violated by LAW FIRM's execution, delivery or performance of this Agreement.

(b) Gratuities. No gratuities in the form of gifts, entertainment or otherwise, were offered or given by LAW FIRM or its Agents to any officer, fiduciary, or employee of FCERA or the County of Fresno, California with a view toward securing this Agreement or securing any favorable determination made concerning the award of this Agreement. LAW FIRM covenants that no such gratuities will be offered or given to any such person with a view toward securing any favorable determination concerning the performance, continuation, and/or amendment of this Agreement. If it is found that such gratuities have been offered or given by LAW FIRM or its Agents, FCERA may terminate this Agreement immediately upon giving written notice; however, the facts upon which FCERA bases such findings will be at issue and may be reviewed in any competent court. In the event of such termination, FCERA may pursue the same remedies against LAW FIRM as it could pursue in the event of default by LAW FIRM.

(c) Conflicts of Interest With Persons Related to FCERA. No FCERA employee or fiduciary, whose position with FCERA enables such person to influence the award of this Agreement or any competing agreement, and no spouse or economic dependent of such person, is or will be employed in any capacity by LAW FIRM, or does or will have any direct or indirect financial interest in this Agreement.

(d) Changes. LAW FIRM will notify FCERA in writing within ten (10) business days of any of the following changes: (i) LAW FIRM becomes aware that any of its representations, warranties, covenants, or agreements set forth herein has been breached or ceases to be true at any time during the term of this Agreement; (ii) there is a change in LAW FIRM's personnel assigned to perform services under this Agreement, (iii) there is any change in control of LAW FIRM, (iv) LAW FIRM becomes aware of any other material change in its business organization, including without limitation the filing for bankruptcy relief, or (v) LAW FIRM becomes aware of an actual conflict arising out of work it performs on behalf of the FCERA.

(e) LAW FIRM EXPERIENCE. LAW FIRM's Agents who will be responsible for performing under this Agreement are individuals experienced in the performance of the various functions contemplated by this Agreement and have not been convicted of any crime or found liable in a civil or administrative proceeding or pleaded

10 4816-4826-1769.2 no contest, or agreed to any consent decree with respect to any matter involving infringement of intellectual property rights, breach of fiduciary duty, or fraud.

(f) RFP. LAW FIRM acknowledges that FCERA is expressly relying on the RFP submitted by LAW FIRM as part of the procurement, and the representations made by LAW FIRM's agents during any oral presentation made before the Board.

13. Independent Contractor Status.

(a) All acts of LAW FIRM and its officers, employees, agents, representatives, subcontractors and all others acting on behalf of LAW FIRM relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers or employees of FCERA. LAW FIRM, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of FCERA. Except as expressly provided in Exhibit B, LAW FIRM has no authority or responsibility to exercise any rights or power vested in FCERA. No agent, officer or employee of FCERA is to be considered an employee of LAW FIRM. It is understood by both LAW FIRM and FCERA that this Agreement shall not be construed or considered under any . circumstances to create an employer-employee relationship, partnership, servant or a joint venture, or association.

(b) At all times during the term of this Agreement, LAW FIRM and its officers, employees, agents, representatives or subcontractors are, and shall represent and conduct themselves as, independent contractors and not employees of FCERA.

(c) LAW FIRM shall determine the method, details and means of performing the work and services to be provided by LAW FIRM under this Agreement. LAW FIRM shall be responsible to FCERA only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to FCERA's control with respect to the physical action or activities of LAW FIRM in fulfillment of this Agreement. LAW FIRM has control over the manner and means of performing the services under this Agreement. LAW FIRM is permitted to provide services to others during the same period service is provided to FCERA under this Agreement. If necessary, LAW FIRM has the responsibility for employing other persons or firms to assist LAW FIRM in fulfilling the terms and obligations under this Agreement.

(d) If in the performance of this Agreement any third persons are employed by LAW FIRM, such persons shall be entirely and exclusively under the direction, supervision and control of LAW FIRM. All terms of including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the LAW FIRM.

(e) It is understood and agreed that as an independent LAW FIRM and not an employee of FCERA, LAW FIRM and LAW FIRM's officers, employees, agents, representatives or subcontractors do not have any entitlement as a FCERA employee, and

11 4816-4826-1769.2 do not have the right to act on behalf of FCERA in any capacity whatsoever as an agent, or to bind FCERA to any obligation whatsoever.

(f) As an independent LAW FIRM, LAW FIRM hereby indemnifies and holds FCERA harmless from any and all claims that may be made against FCERA based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

14. Records and Audit.

(a) Records Retention. LAW FIRM shall prepare and maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of six years from the termination or completion of this Agreement. This includes but not limited to any handwriting, typewriting, printing, photo static, photographing and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. This includes but is not limited to any pertinent activity, dates, and time spent providing services hereunder, invoices billed to FCERA, proprietary data and any other records created by LAW FIRM or its agents in connection with this Agreement ("FCERA Records").

(b) Records Review and Audit. Any authorized representative of FCERA shall have access to and the right to audit, evaluate, examine, excerpt and copy or transcribe any FCERA Records (other than that portion of such Records that evidence the confidential/proprietary information and/or trade secrets of LAW FIRM or any third party) during the period such records are to be maintained by LAW FIRM. Further, FCERA has the right at all reasonable times to audit, inspect or otherwise evaluate the work performed or being performed under this Agreement. FCERA agrees that any such review and audit will be conducted in a manner to minimize interference with LAW FIRM's normal business activities. Upon reasonable advance notice to LAW FIRM, LAW FIRM will make the persons responsible for creating and maintaining FCERA Records available to FCERA during such review and audit for the purpose of responding to FCERA's reasonable inquiries. FCERA will pay all costs associated with such audit, other than any costs incurred by LAW FIRM to make personnel available as required by the preceding sentence.

15. Confidentiality; Proprietary Rights.

(a) Records. LAW FIRM acknowledges that FCERA is a public agency subject with the California Public Records Act and must comply with its requirements.

(b) Member Records. LAW FIRM acknowledges that when performing under this Agreement, LAW FIRM may be exposed to Member Records and that such Member Records are considered confidential and protected from public disclosure by law. LAW FIRM will maintain the confidentiality of all Member Records according to all applicable federal, state, county and local laws, regulations, ordinances and directives relating to

12 4816-4826-1769.2 confidentiality, including the attorney work product and attorney-client communication privileges.

(c) FCERA's Policies, Procedures and Strategies. LAW FIRM will protect the security of and keep confidential all materials, data, and other information received by LAW FIRM regarding FCERA's assets and its policies, procedures and strategies for the evaluation, acquisition, development, management and disposition of same,

16. Nondiscrimination. During the performance of this Agreement, LAW FIRM and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental handicap, medical condition (including genetic characteristics), marital status, age, political affiliation or sex. LAW FIRM and its officers, employees, agents, representatives or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the FCERA's nondiscrimination policy; the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulations or the Code of Federal Regulations.

17. Assignment. This is an agreement for the services of LAW FIRM. FCERA has relied upon the skills, knowledge, experience and training of LAW FIRM and its associates and employees as an inducement to enter into this Agreement. LAW FIRM shall not assign or subcontract this Agreement without the express written consent of FCERA. Further, LAW FIRM shall not assign any monies due or to become due under this Agreement without the prior written consent of FCERA.

18. Waiver of Default. Waiver of any default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided below.

19. Notice. Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either party during the term of this Agreement, which LAW FIRM or FCERA shall be required or may desire to make shall be in writing and may be personally served or, alternatively, sent by prepaid first class mail to the respective parties as follows:

To FCERA:

FCERA Attention: Retirement Administrator 7772 North Palm Avenue Fresno, California 93711

To LAW FIRM:

Foley & Lardner, LLP

13 4816-4826-1769.2 Attention: Thomas A. Hickey, III 111 Huntington Avenue Boston, Massachusetts 02199-7610

20. Conflicts and Disqualification. LAW FIRM hereby affirms that there are no relevant facts or circumstances now giving rise or which could, in the future, give rise to a Conflict of Interest. A Conflict of Interest means that because of other activities or relationships with other persons, LAW FIRM or its subcontractor is unable or potentially unable to render impartial assistance or advice to FCERA, or LAW FIRM' s objectivity in performing the agreement work is or might be otherwise impaired. If an actual or potential Conflict of Interest arises subsequent to the date of this agreement, LAW FIRM shall make a full disclosure in writing to FCERA of all relevant facts and circumstances. This disclosure shall include a description of actions that LAW FIRM has taken and proposes to take to avoid, mitigate, or neutralize the action or potential conflict of interest. LAW FIRM will continue performance of work under the agreement until notified by FCERA of any contrary action to be taken.

Unless specifically requested by FCERA and agreed to by the Firm, the Firm’s representation does not extend to any agency, instrumentality, municipality or other governmental subdivision, or any other unit of the State of California, and, accordingly, the Firm may represent other clients in matters directly adverse to any of the foregoing.

21. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or FCERA statute, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

22. Amendment. This Agreement and its exhibits may be modified, amended, changed, added to or subtracted from by the mutual consent of the parties hereto if such amendment or change is in written form and executed with the same formalities as this Agreement and attached to the original Agreement to maintain continuity.

23. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between any of the parties herein with respect to the subject matter hereof and contains all the agreements between the parties with respect to such matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

24. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

25. Construction. Headings or captions to the provisions of this Agreement are solely for the convenience of the parties, are not part of this Agreement, and shall not be used to interpret or determine the validity of this Agreement. Any ambiguity in this Agreement shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this Agreement.

14 4816-4826-1769.2 26. Governing Law and Venue. This Agreement shall be deemed to be made under, and shall be governed by and construed and enforced in accordance with, the laws of the State of California. Any action brought to enforce the terms or provisions of this Agreement shall be conducted in the state and/or federal courts located in Fresno County, State of California, and all parties consent to such venue and the personal jurisdiction of such courts.

27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance.

28. Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which constitute one and the same instrument.

29. Authority to Execute. The persons signing this Agreement are duly authorized to execute the document on behalf of and to bind their respective parties.

30. Limitations of Liability. Foley & Lardner LLP is a limited liability partnership under the laws of Wisconsin. This means FCERA's right to recover damages in a legal malpractice action that may exceed our insurance and Firm assets is limited to the personal assets of the attorneys whose acts or omissions gave rise to FCERA claim.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

“FCERA” “LAW FIRM”

FRESNO COUNTY EMPLOYEES’ FOLEY & LARDNER, LLP RETIREMENT ASSOCIATION

By______By______Name: ______Name: ______Title: ______Title: ______Date: ______Date: ______

ATTACHMENTS:

Exhibit A - LAW FIRM' s Proposal Exhibit B - Scope of Work Exhibit C – Compensation

15 4816-4826-1769.2 EXHIBIT A

LAW FIRM'S PROPOSAL

16 4816-4826-1769.2

*Certain information contained in this RFP is CONFIDENTIAL. Such information is noted accordingly herein.

Prepared for

Fresno County Employees’

Retirement

Association

Due: August 20, 2018

Investment

Counsel Legal

Services

ATTORNEYS AT LAW 111 HUNTINGTON AVENUE BOSTON, MA 02199-7610 617.342.4000 TEL 617.342.4001 FAX WWW.FOLEY.COM

WRITER’S DIRECT LINE 617.342-4079 [email protected] EMAIL

August 16, 2018

Via Overnight Courier Ms. Doris Rentschler Assistant Retirement Administrator Fresno County Employees’ Retirement Association 7772 N. Palm Avenue Fresno, CA 93711

Re: Response to Request for Proposals for Investment Counsel Legal Services

Dear Ms. Rentschler:

Foley & Lardner LLP (Foley) is pleased to submit the accompanying response to the Fresno County Employees’ Retirement Association’s (FCERA’s) Request for Proposals for Investment Counsel Legal Services.

Our proposal offers a dedicated and experienced team of legal professionals, and cost-effective and efficient legal services, based on our understanding of your objectives. For the proposed representation, I will act as the lead attorney and primary contact to FCERA for all legal matters and services. As a partner in Foley’s Boston office and chair of the firm’s Fund Formation & Investment Management Practice, I am authorized to bind Foley & Lardner LLP contractually.

Foley attorneys currently serve as Investment Counsel to the City of Fresno Employees’ Retirement System and the City of Fresno Fire and Police Employees’ Retirement System in addition to a number of other California municipal and county retirement systems.

Foley fully recognizes our responsibility to our clients, especially our public employee retirement system clients, to avoid not only actual, but also the appearance of any, conflict of interest. At this time, Foley does not have any existing or potential conflict of interest that should be considered by FCERA. As a national firm, Foley provides legal services to a significant number of investment management firms covering various markets, sectors and asset levels. Foley is well qualified to assist FCERA with any of its potential investments. If selected, Foley stands ready to facilitate relationships among our mutual clients.

I am confident that the depth and breadth of our experience, the qualifications of our attorneys, and our cost-effective approach will convince you that Foley is the best legal provider to partner with FCERA. BOSTON JACKSONVILLE MILWAUKEE SAN DIEGO TAMPA BRUSSELS LOS ANGELES NEW YORK SAN FRANCISCO TOKYO CHICAGO MADISON ORLANDO SILICON VALLEY WASHINGTON, D.C. DETROIT MIAMI SACRAMENTO TALLAHASSEE

Investment Counsel Legal Services August 16, 2018 Page 2

In terms of our additional assurances to you as requested in the RFP, I confirm that:

 The proposal is complete as submitted;

 All prices, cost schedules, interest rates, and other significant factors contained in the proposal are valid for 180 days from August 20, 2018;

 Foley agrees to freeze our pricing for a three-year term as specified in the RFP; and

 Foley’s policies incorporate non-discriminatory practices in the acquisition of all goods and services.

Client service, integrity, and the highest ethical standards are at the heart of how we do business at Foley. I thank you for the opportunity to present our qualifications and look forward to putting our experience to work for FCERA.

Sincerely,

Thomas A. Hickey III

*Confidential Treatment These materials contain certain information of Foley’s (including, but not limited to, information about Foley’s pricing proposal) that constitutes trade secrets belonging to Foley and is proprietary, privileged or confidential information of Foley’s. The release of this information would cause Foley competitive harm, and the public interest served by not disclosing that information clearly outweighs any public interest served by disclosing it.

Accordingly, and pursuant to the RFP, Foley has labeled the portions of its proposal containing such information as “CONFIDENTIAL AND PROPRIETARY”, and respectfully requests that such information be treated as confidential and exempt from disclosure under Sections 6254(k) and 6255 of the California Public Records Act. See CAL. GOV’T CODE § 6254(k) (exempting “[r]ecords, the disclosure of which is exempted or prohibited pursuant to federal or state law, including, but not limited to, provisions of the Evidence Code relating to privilege”) and § 6255 (exempting records if the “public interest served by not disclosing the record clearly outweighs the public interest served by disclosure of the record”). With respect to Section 6254(k), the designated information is subject to both Section 1060 of the California Evidence Code, which provides that, “[i]f he or his agent or employee claims the privilege, the owner of a trade secret has a privilege to refuse to disclose the secret, and to prevent another from disclosing it,” and the federal Defend Trade Secrets Act, which prohibits the unauthorized disclosure of trade secrets under federal law, see 18 U.S.C. §§ 1836(b) (providing right of civil action for misappropriation of trade secrets); 1839(3) (defining trade secrets under federal law).

Additionally, Foley requests that FCERA promptly notify Foley in writing of any request to obtain this RFP response, including but not limited to in response to a public records request or a subpoena, so that Foley has sufficient time to take steps to protect its proprietary and trade secret information. Also, Foley requests that FCERA promptly notify it of any action challenging a decision by FCERA to withhold the information Foley has marked as “CONFIDENTIAL AND PROPRIETARY” in response to a request for it so that Foley may intervene in such action to protect its interests as well as those of FCERA.

Table of Contents

Cover Letter

Management and Qualifications ...... 1 Firm Background ...... 1 Practice Overview ...... 1 Clients Served ...... 4 Representative Transactions ...... 6 Exhibit A: Professional Biographies...... 8 Team Leader ...... 8 Core Team ...... 8 Exhibit B: References ...... 12

Exhibit C: Fee Proposal ...... 13

Exhibit D: Test Case Estimate ...... 17

Exhibit E: Past Case Costs ...... 18

Exhibit F: Supplemental Questions ...... 19

Exhibit G: Attorney Biographical Profiles ...... 21

Thomas A. Hickey III ...... 22

Michael P. Calabrese ...... 24

Stuart E. Fross ...... 25

Edwin Thom Rumberger Jr...... 29

John W. Rockwell ...... 35

Michelle E.P. Nunez ...... 36

Ashley E. May ...... 37

Emma Blumer ...... 38

Kenneth C. Nee ...... 39

Seth C. Pearson ...... 40

Kevin C. McNiff ...... 41

Exhibit H: Other Requirements ...... 43

Management and Qualifications

1. Identify your firm’s background, size, and history pertinent to the requested services.

FIRM BACKGROUND Foley & Lardner LLP (Foley) looks beyond the law to focus on the constantly evolving demands facing our clients and their industries. With approximately 1,000 lawyers in 24 offices across the United States, Mexico, Europe, and Asia, Foley approaches client service by first understanding our clients’ priorities, objectives, and challenges. We work hard to understand our clients’ issues and forge long-term relationships with them to help achieve successful outcomes and solve their legal issues through practical business advice and cutting-edge legal insight. Our clients view us as trusted business advisors because we understand that great legal service is only valuable if it is relevant, practical and beneficial to them.

Foley is an international law firm organized as a limited liability partnership under the laws of the State of Wisconsin. The firm is led by its Management Committee comprised of 12 partners within the firm. For its day-to- day management, the firm is managed and led by CEO Jay Rothman, who is also the Management Committee Chairman. Stanley Jaspan, Managing Partner, and Claude R. Treece, Chief Administrative Partner, round out the Executive Management Team. On April 1, 2018, Foley combined with Gardere, Wynne & Sewell LLP. Foley & Lardner LLP operates as “Foley Gardere” in Austin, Dallas, Denver, and Houston, and as “Foley Gardere Arena” in Mexico City through its subsidiary, Gardere, Arena y Asociados, S.C

Additionally, the firm is arranged into three core departments — Litigation, Business Law and Intellectual Property. We also have two multi-disciplinary groupings—Industry Teams and Government & Public Policy. Each core department is headed by a Department Chair and each practice has a Practice Group Chair. Finally, each office is run by an Office Managing Partner.

Foley maintains 21 offices throughout the United States. We have 5 offices in California: San Francisco, Silicon Valley, Sacramento, Los Angeles and San Diego.

Other offices include: Austin, Boston, Chicago, Dallas, Denver, Detroit, Houston, Jacksonville, Madison (WI), Miami, Milwaukee, New York, Orlando, Tampa, Tallahassee, and Washington, D.C.

We also have 3 international offices: Brussels, Tokyo and Mexico City.

PRACTICE OVERVIEW Foley is exceptionally strong and well qualified to counsel public pension plans, such as maintained by FCERA, both generally and more specifically in connection with their investments. Our representative public plan funds include many state and county pension funds totaling more than $1 trillion in assets. Our legal team has significant experience analyzing a wide variety of investment fund documents in a manner that is both user- friendly and comprehensive.

As part of our responsibilities for serving as investment counsel, Foley will handle the following activities: fund document review, independent due diligence on the proposed manager and its key personnel, preparation of

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communication documents (Briefing Memorandum) to the trustees/staff and the drafting and, if requested, the negotiation of side letters and other investment related documents.

Our team of attorneys has analyzed most major domestic and international investment funds, real estate investment trusts, infrastructure funds, and other investment options that have come to market and are typically considered by public plans. Our practice also includes significant experience structuring separately managed accounts, the use of blockers and other strategies, and funds in non-U.S. jurisdictions, as well as serving as investment counsel to solely owned investment affiliates of certain public plan clients with regard to their direct investment and co-investment vehicles. We also advise certain plans in connection with establishing their own prime-brokerage, derivatives and futures trading platforms.

Foley’s depth of practice and experience lends itself to drafting and negotiating strong side letters. Our broad experience is most valued and effective when advocating the specialized requirements of public plan clients with general partners and investment advisers, both of whom recognize the breadth of Foley’s experience. This factor alone often immediately levels the playing field. Our thorough understanding and familiarity with market trends, and our unique industry perspective on fund structures and trends in fees (including transparency, reporting, and the distribution waterfall and management fee calculations) provide additional benefits to public plan clients.

In addition to our knowledge of current business terms and best practices, Foley is also sensitive to certain public entities’ limited resources and how budgetary constraints can limit staff’s ability to manage the volume of paper and the process required by their plan’s investments. In light of our significant experience and familiarity with public plans, Foley is able to distinguish itself by providing a “virtual closing binder” and assisting clients in managing the administrative requirements associated with new investment opportunities from beginning to end. Foley’s team of attorneys essentially functions as your back office and team of legal specialists, providing you with the necessary support and coverage.

Foley attorneys are skilled at maximizing our clients’ statutory and “most favored nation rights” in areas such as, but not limited to, standard of care, placement agents and placement agent disclosure policies, fiduciary obligations, indemnification, choice of law and venue provisions, advisory board representation, UBTI, key economic terms, confidentiality, assistance with general partner removal, and various bankruptcy and securities law matters. We also leverage our library of side letter provisions to ensure that each client receives the most favorable terms and that the investment is consistent with certain current statutory obligations as well as the client’s guidelines and policies. We remain active on the lecture circuit, which keeps us involved in cutting- edge legal issues. This allows us to anticipate and swiftly resolve our clients’ concerns in an efficient manner.

This unique skill set and work product has resulted in Foley attorneys being sought for our deep experience, not only as it relates to a public plan’s investments in all asset classes, but also in connection with crafting solutions to retirement plan compliance issues and funding alternatives for retirees’ other post-employment benefits. In both instances, our primary objective is to provide practical guidance on legal issues and other real-world problems facing public plans that is timely, innovative and tailored to each client’s unique requirements.

We have been successful in obtaining key terms for our public plan clients at all phases of the investment funding process. For instance, simply making an investment during the later funding stages does not, in our opinion, place that public plan at a disadvantage. In fact, some of our negotiations have been so well received by investment managers that they have incorporated our suggestions to better receive the typical public plan investor.

Foley attorneys are well positioned to address the myriad issues that impact public plans and understand that advice in this area is not static and often requires a blend of legal acumen, innovation, and industry experience.

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We are familiar with the ILPA Private Equity Principles and Reporting Template and are proud to state that Mr. Hickey has been successfully advocating similar rights since he began his representation of public clients in February 1974.

With respect to California clients, Foley attorneys have participated in many discussions involving AB 2833 requirements which are now mandatory on all new alternative investments and commitment increases made subsequent to January 1, 2017 and the impact on our clients’ legacy managers. Also, we counsel clients in California and nationally regarding the Och-Ziff settlement and possible remedies regarding the use of partnership assets for settlements and related costs.

From business, securities, tax, and permissible ERISA related issues to banking, insolvency, and management concerns, we analyze and advise on investments in domestic and offshore funds, and we know how to negotiate the most critical terms for public plans in connection with their private equity, mezzanine, venture, CDOs/CLOs/RMBS/CMBS/ABS (plus other structured credit-related assets and structured investment vehicles), hedge, or real estate investments.

Foley also prepares various memoranda for plan trustees and staff on legal issues associated with plan investments. These focus on topics such as board member fiduciary responsibility, appropriate levels of fiduciary responsibility for various asset classes, ethical guidelines when performing due diligence, appropriateness of tax- exempt funds when the manager generates significant unrelated business taxable income, relevant sections of ERISA which may be imposed on the manager by side letter, and proposed state and federal legislation which may affect public policy and rates of return, such as the treatment of deferred income, Sudan legislation, and the elimination of blocker corporations.

Mr. Hickey and his team also help clients to prepare RFPs and negotiate contracts for key service providers such as custodians, securities lending agents, investment consultants, and proxy voting consultants.

Finally, philosophy is also important. A public pension plan needs investment counsel with a vast depth and breadth of experience, a library of template documents, a network of relationships amongst the relevant people and organizations, of course. But it also needs counsel that understands and is committed to serving not only those needs that derive from the plan’s status as a public pension system, but also your unique locally adopted policies, beliefs, and culture. Quite simply, you will be better served by counsel who understands and cares who you are, what you need, and how you like to go about achieving it. Foley takes seriously the idea that lawyers and clients need to have a relationship that works. This idea permeates every aspect of our service to you.

2. Within the last three years, have there been any significant developments in your firm such as changes in ownership or restructuring? Do you anticipate any significant changes in the future? If so, please describe.

As noted above, Foley combined with Gardere, Wynne & Sewell LLP effective April 1, 2018. Foley & Lardner LLP currently operates as “Foley Gardere” in Austin, Dallas, Denver, and Houston, and as “Foley Gardere Arena” in Mexico City through its subsidiary, Gardere, Arena y Asociados, S.C.

We do not anticipate significant changes in the near future.

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3. State the names and California State Bar numbers of the attorneys who would be assigned to FCERA’s account. Attach as Exhibit A the curriculum vitae, a short biography, and a summary of each attorney’s experience working with public sector clients, particularly public pension funds or retirement systems, and the scope of services the attorney will provide. Indicate the attorneys’ state(s) of licensure and associated bar number(s), include a statement that each attorney is currently in good standing with the applicable State Bar(s).

Please see Exhibit A. 4. Attach as Exhibit B a list containing the name, address, telephone number and contact person for three (3) current clients to serve as a reference for your firm, preferably public pension plans. By providing this information, you consent to and hereby release FCERA from any liability that may arise from contacting your references, communicating with them about your prior engagements and soliciting an opinion regarding the work performed for them.

Please see Exhibit B. 5. Describe your experience related to the services you are proposing to provide, include the names of clients, dates of service, and matters handled by you that demonstrate the nature and extent of your expertise.

Please see information in response to Question 1 above and the following:

CLIENTS SERVED As a full-service law firm, Foley is exceptionally strong and well qualified to counsel public plans in connection with their investments. Our representative public plan funds include many state, county and city pension funds totaling more than $1 trillion in assets. For nearly four decades, Foley’s attorneys have provided investment, litigation and general legal advice to public pension plans throughout the country in regard to public and private markets. The scope of this advice includes, but is not limited to, counseling on public plan investments, assistance with administrative issues, compliance with state and local statutes and policies, preparation of various plan policies, guidance regarding proposed or enacted legislation and drafting of any relevant legislation, advice regarding proposed or actual federal and state legislation, e.g., Dodd-Frank, changes to the Social Security System, etc., contract negotiations with various service providers, e.g., custodian, actuary, etc. and interaction with various state and federal agencies, e.g., investigation by various states’ Attorneys General relating to foreign exchange currency charges, the SEC investigation of placement agents, including formal and informal investigations, the SEC’s proposed rulemaking concerning the registration of municipal trustees, etc.

In the area of public employee retirement system representation, Foley attorneys analyze and address the entire range of legal services relating to our public plans’ legal requirements, including benefits administration, ethics and sunshine laws, plan governance, and California Government Code compliance. Our particular strength is in helping our public plan clients consummate their investments in traditional, alternative and real estate fund investments, both domestic and international, as well as related litigation and tax matters.

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We provide similar services to public employee retirement systems plans throughout the country in connection with their public plan on-shore and off-shore investment transactions. California fund clients include SBCERA, OCERS, SCERS, CCCERA, ACERA, SFERS, City of Fresno, Alameda County Transit Employees’ Retirement System, KCERA, San Luis Obispo Transportation Trust, Santa Clara Valley Transportation Authority, Regents of the University of California and LACERA,

In addition to those mentioned above, Foley actively represents numerous public employee retirement systems including:

 Arizona Public Safety Personnel Retirement System

 Arizona State Retirement System

 New York City Comptroller (Fiduciary for the five New York City Governmental Pension Plans)

 State of Delaware

 State of Wisconsin Investment Board

Our multidisciplinary approach and depth of experience leverages Foley’s core strengths and enhances our ability to deliver a superior product.

Other illustrative examples of recent public plan investment transactions where Mr. Hickey and his team have assisted clients include, but are not limited to, BlackRock Global Renewable Power Fund II, Argo Infrastructure Partners, BlackRock Institutional Trust Co. (OCTA), Kayne Anderson Energy VII, PRISA II (Prudential), SpringsCapital Limited Fund, GGV VI Main Fund, Discovery, GGV VI Plus, Blackstone Real Estate Partners European Fund V, New Enterprise Association 16, Carlyle China Realty, Carlyle China Rome, Summit Partners Europe Growth Equity Fund II, Prologis Targeted US Logistics Holdings, L.P. PIMCO Bravo Fund III, L.P., PCCP Equity VII, L.P., Crescent Direct Lending Fund II, Monroe Capital Private Credit Fund III, RB-CIV Charleston Investment Holdings, Rockbridge Hospitality Fund VII, Marlin Equity V, L.P., Marlin Heritage II, L.P., Winton Diversified Futures Fund, Graham Global Investment Fund, Dyal Capital Partners, II, SL Capital SOF III, L.P., Ares European Loan Funding SLP, American Strategic Value Realty, Lighthouse Diversified, Legion Strategies (SkyBridge), Park Square Capital Credit Opportunity Fund III, Clareant European Direct Fund II, Mesirow Financial Private Equity Fund VII-B, Westbrook Real Estate Fund X, L.P., Mesirow, Gottex, Partners, GoldenTree Capital Solutions Fund, Tennenbaum, Sterling Stamos, Catalyst, TimberVest, TimberVest Partners, AIG Highstar, Blue Tip Energy Partners Fund I, L.P., Energy Spectrum Partners V, LP., RREEF North American Infrastructure Onshore Fund C, L.P., Starwood Energy Infrastructure Fund, L.P., Guggenheim Structured Real Estate III, L.P., Square Mile, AIG Asian, Invesco, Fillmore West, TCW/Crescent Mezzanine Partners, StormPort, Pinnacle Natural Resources, Post Total Return Offshore Fund Ltd., Mariner – Tricadia Credit Strategies, Ltd., Apollo Fund VII, Stone Tower Offshore Credit Fund Ltd., York Credit Opportunities Fund, King Street Capital Ltd., Drug Royalty II, Industry Fund V, DMR TALF Fund, Oaktree: OCM High Income Convertible Fund II, Select Equity Group, CastleRock Management, Clough Capital Partners, Passport Capital, Tradewinds Global, Alcentra Separately Managed Credit Account, Cairn Capital Separately Managed Credit Account, Gold Coast Capital Limited, Hexavest, Inc., Walter Scott & Partners Limited Group, Adams Street Partners 2010 and 2011 Funds, Pantheon Global Secondary Fund IV, K2 Advisors, Mondrian International Small Cap Fund, Pyramis Global Advisors, Abbott Capital 2011 Fund and WG Trading litigation, SMAs for Credit Suisse, Partners Group, and custody matters for Bank of New York Mellon and State Street.

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REPRESENTATIVE TRANSACTIONS

Type of Fund Fund Name Date/Investment Party Represented Foley Size Responsibilities Private Equity / Comvest Capital IV April 2017 / Arizona Public Review fund documents, draft a Credit Partners L.P. $50 million Safety Personnel briefing Retirement System memorandum, and negotiate side letter terms. Private Equity KKR November 2017 / Arizona Public Review fund documents, draft a $50 million Safety Personnel briefing Retirement System memorandum, and negotiate side letter terms. Opportunistic / Co- Castle Creek February 10, 2016 / Arizona Public Review fund documents, draft a Investment Capital VI LLC $30 million Safety Personnel briefing Retirement System memorandum, and negotiate side letter terms. Private Equity Apollo Investment June 1, 2017 / New York City Review fund documents, draft a Fund IX, L.P. $750 million Comptroller briefing memorandum, and negotiate side letter terms. Private Equity Warburg Pincus December 14, 2017 New York City Review fund documents, draft a Financial Sector / $200 million Comptroller briefing L.P. memorandum, and negotiate side letter terms. Private Equity Carlyle China May 2017 / Sacramento County Review fund documents, draft a Realty L.P. $ 20 Million Employees briefing Retirement System memorandum, and negotiate side letter terms. Private Equity Carlyle China May 5, 2017 / Sacramento County Review fund documents, draft a Rome Logistics $10 million Employees briefing L.P. Retirement System memorandum, and negotiate side letter terms. Private Equity Prologis Targeted May 2017 / Sacramento County Review fund documents, draft a U.S. Logistics $15 million Employees briefing memorandum, and

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Type of Fund Fund Name Date/Investment Party Represented Foley Size Responsibilities Holdings L.P. Retirement System negotiate side letter terms. Private Equity Summit Partners July 2017 / Sacramento County Review fund documents, draft a Europe Growth €30 million Employees briefing Equity Fund II, Retirement System memorandum, and negotiate side letter SCSp terms. Hedge Fund Davidson Kempner August 2017 / $100 Sacramento County Review fund documents, draft a Long-Term million Employees briefing Distressed Retirement System memorandum, and negotiate side letter Opportunities IV terms. L.P. Private Equity Benefit Street December 2017 / Sacramento County Review fund documents, draft a Partners Senior $50 million Employees briefing Secured Retirement System memorandum, and negotiate side letter Opportunities Fund terms. L.P. Real Estate NREP Nordic March 2018 / Sacramento County Review fund documents, draft a Strategies Fund III € 32 million Employees briefing Limited Retirement System memorandum, and negotiate side letter Partnership terms. Real Estate Prologis Europe March 2018 / Sacramento County Review fund documents, draft a Logistics Fund € 13 million Employees briefing Retirement System memorandum, and negotiate side letter terms. Venture Capital Khosla Ventures May 2018 / Sacramento County Review fund documents, draft a VI, L.P. $40 million Employees briefing Retirement System memorandum, and negotiate side letter terms.

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Exhibit A: Professional Biographies

Complete biographical profiles for the attorneys listed below may be found at Exhibit G.

TEAM LEADER Tom Hickey, who will serve as the lead partner on all matters for FCERA, has over 40 years of experience in representing public plan funds and other institutional investors in connection with all forms of domestic and international structures, including alternative and real estate investments and has represented many state, county and city pension funds. He devotes 100% of his time to these clients and leads the Fund Formation & Investment Management Practice at Foley.

Thomas A. Hickey III In addition, Tom is well versed in a variety of issues faced by plans relating to gift Partner and ethics requirements, conflict-of-interest rules and regulations, and “pay-to-play” Boston regulations affecting the investment management industry. Throughout his career, Direct: 617.342.4097 he has litigated cases involving fiduciary responsibilities, administrative law issues Email: and investment transactions. [email protected] Tom is also a Guest Lecturer at Harvard Law School where for the past three years he has taught a class regarding institutional investors and various investment vehicles and structures. He also speaks up to six times a year, most recently at SACRS, CALAPRS and conferences in Grand Cayman, Amsterdam and Sao Paolo.

BAR ADMISSION: Massachusetts 23320

CORE TEAM

Michael focuses his practice on fund formation and investment management and provides counsel to institutional investors and government agencies, particularly pension funds.

Prior to joining Foley, Michael served the San Bernardino County Employees' Retirement Association (SBCERA) as chief counsel from 2013-2018, and before

that, he served the County of Merced (2009-2013) as the chief deputy county Michael P. Calabrese counsel, specifically assigned to the Merced County Employees' Retirement Of Counsel Association. In both roles, he provided general legal services to a California Los Angeles county retirement system, including advice on legal and fiduciary issues, as well as specialized guidance on system investments.

At SBCERA, he was part of the team that pioneered and implemented the innovative Master Custodial Account program, which allowed the SBCERA to nimbly access and take complete advantage of an investment manager's capabilities, while doing so on favorable economic and legal terms. Michael also regularly chaired educational programs for retirement system attorneys through the

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California Association of Public Retirement Systems and the State Association of County Retirement Systems.

BAR ADMISSION: California 237682

The main focus of Stuart’s practice is investment managers and pooled investment vehicles, including U.S. registered open-end, closed end and exchange traded funds, bank collective investment funds (with an emphasis a stable value funds), UCITS funds, as well as private funds, organized in the US and offshore. Mr. Fross has extensive experience in equity, high-income and fixed income trading operations, as well as with distribution related issues for registered and

unregistered funds. Stuart E. Fross Partner Prior to private practice, Stuart served as deputy general counsel and senior vice Boston president for Strategic Initiatives with Fidelity Management & Research Company and assistant secretary of the Fidelity Group of Funds. Mr. Fross held several additional positions at Fidelity, including four years as deputy general counsel and senior vice president to the Legal Product Management division, during which time he was responsible for all registration statement filings for the Fidelity Funds.

BAR ADMISSION: Massachusetts 546381

Todd focuses his practice on corporate transactional work primarily for venture capital and private equity firms. He currently serves as Co-chair of Foley’s Technology Industry team.

He counsels his corporate clients, ranging from start-up, emerging growth stage and venture backed, to public domestic and foreign companies, on a wide variety

of matters ranging from formation, capitalization, key executive employment and Edwin Thom (Todd) general employment issues, and corporate governance, to early (convertible debt Rumberger and seed preferred) and later stage venture capital, venture debt, debt and public Partner equity financings and offerings, strategic partner, reseller, and similar commercial Silicon Valley agreements. He has broad transactional experience representing public and private companies, and private equity buyers and sellers involved in mergers and acquisitions and financings.

BAR ADMISSION: California 221305

John’s practice includes advising both early stage and established technology companies on a variety of corporate and business matters, including entity formation and organizational matters, venture capital and private equity debt and equity financings and related transactions, mergers and acquisitions and general corporate governance matters. He also has experience in forming and structuring venture capital funds.

John W. Rockwell BAR ADMISSION: California 253897 Partner Silicon Valley

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Michelle counsels institutional investors, unregistered funds, including hedge funds and private equity funds, and their advisers on a range of U.S. legal and regulatory matters relating to fund investments, the structuring, restructuring and formation of funds, fund reorganizations, acquisitions and mergers, regulatory and compliance matters relating to existing funds, fund governance issues and investment adviser compliance. Ms. Nuñez also advises impact investors on the legal and regulatory

issues surrounding launching private funds that focus on achieving social benefit Michelle E. P. Nuñez as well as financial returns. Senior Counsel Boston She is a co-author of “The Bespoke Solution—Advantages and Challenges in Tailoring Single Investor Funds,” Bloomberg BNA Pension & Benefits Daily, August 28, 2015.

BAR ADMISSION: Massachusetts 669784

Ashley is a member of the firm’s Taxation Practice. Her practice focuses on the U.S. federal income tax consequences of mergers and acquisitions, financings, and investment management transactions.

Prior to joining Foley, Ms. May served as an associate in the Tax Department of a major law firm in New York. She also served as an extern to Judge Gary Allen Feess in the United States District Courts, as well as the United States Attorney’s Office, both for the Central District of California. Ashley E. May Associate She is the co-author of “How Proposed Tax Reform May Impact Private Equity,” Los Angeles Bloomberg Tax Management Memorandum (January 2018)

BAR ADMISSION: California 308882; New York 928238

Emma has extensive experience in all aspects of structured finance and securitization and has represented issuers, underwriters, and loan sellers on a variety of capital markets transactions, including public and private offerings of asset-backed securities. In addition, Ms. Blumer has represented clients in connection with general corporate transactions, including the structuring and operations of domestic and offshore investment funds and the development of

peer-to-peer lending programs. Emma Blumer Associate BAR ADMISSION: New York 5232293; New Jersey 068922013 New York Ken advises a variety of institutional investors including public employee pension plans and university endowments in connection with investments in private funds, alternative investment vehicles, co-investments, direct investments, the formation of single investor funds and separately managed accounts.

He counsels private investment funds, general partners, investment advisers, and

management companies on all aspects of fund management, including structuring, Kenneth C. Nee formation, organization, registration with federal and state securities regulators, Associate ongoing maintenance and operation, including drafting operating agreements and Boston offering documents.

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BAR ADMISSION: Massachusetts 694510

Seth is a member of the firm’s Private Equity & Venture Capital Practice. Prior to law school, Seth was a financial professional with a broad range of experience in quantitative and statistical analysis, budgeting, accounting, and forecasting. He held various positions that include working as a business analyst for AkzoNobel, interning as a sector analyst with Decatur Capital, and interning with Crawford & Company in their finance department. He also interned with the

Executive Office of the President at the White House as an operations intern, Seth C. Pearson where he assisted staff in overseeing presidential appointments, assisted with Associate system audits, training, and reporting. Boston BAR ADMISSION: Massachusetts 196798

Kevin provides counsel to emerging fund managers on the formation of venture capital and real estate funds, including management company and fund structuring, registration with state and federal securities regulators and 1940 Act compliance. He also advises public pension plans, university endowments and other institutional investors regarding investments in private funds, alternative investment vehicles, co-investments and separately managed accounts.

In addition to fund matters, he has experience working with emerging technology Kevin C. McNiff companies and equity investment platforms, including cryptocurrency issuers and Associate Regulation Crowdfunding portals. Boston BAR ADMISSION: Massachusetts 697851; New York 5418884

Joanne supports the Transactional and Investment Services practices in the Boston office.

Joanne McKenna Sr. Paralegal Boston

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Exhibit B: References

- CONFIDENTIAL AND PROPRIETARY INFORMATION BEGINS HERE –

Client: Arizona Public Safety Personnel Retirement System Address: 3010 E. Camelback Road, Suite 200 Phoenix, AZ 85016-4416 Contact Name: Jennifer Carlino Title: In-House Investment Counsel Telephone: 602.296.2524 Email: [email protected]

Client: Sacramento County Employees’ Retirement System Address: 980 9th Street, Suite 1900 Sacramento, CA 95814 Contact Name: Robert Gaumer Title: General Counsel Telephone: 916.874.5706 Email: [email protected]

Client: Kern County Employees’ Retirement Association Address: 11125 River Run Boulevard Bakersfield, California 93311 Contact Name: Jennifer Zahry Title: General Counsel Telephone: 661.381.7756 Email: [email protected]

- CONFIDENTIAL AND PROPRIETARY INFORMATION ENDS HERE -

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Exhibit C: Fee Proposal

- CONFIDENTIAL AND PROPRIETARY INFORMATION BEGINS HERE –

1. For each attorney identified in your response, list the attorney’s normal hourly rate and the rate you propose to charge FCERA for the next three years.

The RFP has requested the hourly rates and we therefore include them in our response. However, Foley proposes to perform investment related services for a flat fee pursuant to a mutually acceptable alternative fee agreement, as described at Question 5 below.

ATTORNEY STANDARD HOURLY RATE DISCOUNTED RATE

FOR FCERA

Thomas Hickey $1,175 $1,020

Michael Calabrese $710 $600

Stuart Fross $1,075 $960

Todd Rumberger $825 $690

John Rockwell $690 $585

Michelle Nunez $800 $690

Ashley May $515 $385

Emma Blumer $560 $395

Kenneth Nee $470 $385

Seth Pearson $420 $350

Kevin McNiff $420 $350

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2. For each applicable category of billable, non-attorney personnel who will be a part of your team assigned to the FCERA account, list the normal hourly rate for that service provider and the hourly rate that you propose to charge FCERA for the next three years.

Non-Attorney Category Standard Rate Discounted Rate for FCERA

Paralegal $375 $295

3. Your rates for any other potential costs that might be incurred during the term of the contract (e.g., research fees, copying fees).

AVOIDING BUDGET SURPRISES Foley believes it is important to avoid budget surprises. We develop budgets with most of our clients for any significant matter and review the budgets in advance of initiating work. We are bidding on this project on a flat fee basis and believe this is the best way to help FCERA manage its costs. As mentioned below, Foley’s proprietary and password protected technology tools will enable FCERA to review the legal charges on a 24/7 basis.

Foley has been providing custom-tailored billing for our clients since 1994 and therefore has the ability to use specific billing codes on statements and invoices. Statements/invoices and other reports are always developed based on each client’s specific needs and requirements. We can deliver bills electronically, post on client intranet sites, upload to third-party providers such as Serengeti Tracker, TyMetrix and DataCert, provide invoices in specific formats to meet client needs, and prepare budgets by task and phase of the work completed with each invoice measuring status/progress against budget. We would be happy to work with FCERA to deliver the type of bill that you require and on the schedule that meets your needs. In addition, Foley offers access to our Budget Management Tool.

BUDGET MANAGEMENT TOOL We know that clients are focused on budgets, with increasing demand for reduced costs and predictability. We have worked directly with our clients to develop and refine our proprietary Budget Management Tool, which drives more effective budget and matter management by facilitating greater transparency between our attorneys and clients. You can easily track actual fees and expenses at any stage in a billing period against budget estimates, and access graphical budget reports comparing actual performance to budgets. The tool eliminates budget “surprises” by providing transparency regarding fees as they are incurred and provides predictability about total matter costs for the life of the matter and current activity period.

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4. Provide a statement agreeing the billing rates identified in your responses to the preceding questions will be fixed for the three-year term.

The Not-to-Exceed Fixed Fee option (see Question 5 below) and Foley’s individual hourly rates will remain in effect of a period of three years.

5. State any special consideration with respect to billing or payment of fees and expense your firm offers that you believe differentiates your firm from other proposals and makes your firm’s services more cost effective to FCERA. This includes fixed pricing, budgeting, or other cost containment options.

In lieu of the traditional hourly billing arrangement, Foley offers a Not-to-Exceed (NTE) pricing structure for comprehensive legal services (as identified below) for $16,000–$25,000 per investment. The lower end of this range would apply where one or more public clients are making the same investment. Our experience suggests, however, that some complex investments, e.g., off-shore hedge funds with feeders and different structures, such as a Luxembourg S.àr.L, UCITS, Cayman Island Exempted Company or British Virgin Island Exempted Company, may approach a slightly higher fee. The Not-to-Exceed fee will include all necessary professional legal services with respect to the FCERA’s investments, including but not limited to the services listed below. Before beginning work on the engagement, Foley will provide a quote based on the particulars of the investment.

1) Review all fund documents.

2) Review all memoranda from FCERA’s investment consultant regarding the proposed investment.

3) Prepare a Briefing Memorandum highlighting the key terms as set forth in the fund documents.

4) Confer as often as needed with staff and investment consultant.

5) Review FCERA’s investment guidelines and analyze the fund’s appropriateness in light of them.

6) Draft a Side Letter which seeks to bind the proposed investment manager/general partner to FCERA’s investment standards.

7) Negotiate the final terms of the Side Letter with the proposed investment manager and/or general partner and its outside counsel.

The price quote also includes other investment structures, e.g., separately managed accounts which use FCERA’s model agreement. If the proposed assignment is outside the ordinary course of investments Mr. Hickey will also discuss a NTE quote with you before Foley begins the assignment.

From time to time, Point 7, regarding negotiations, may prove difficult for reasons not within FCERA’s or Foley’s control. Therefore, if we anticipate exceeding our agreed-upon estimate, Mr. Hickey will advise FCERA and seek authorization to exceed the estimate before additional work is performed. If we exceed the estimate, our final billing would include the specific details with respect to the time incurred compared to this initial estimate with an

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explanation for the additional time. Through Foley’s CollaborateSM secure client portal, FCERA will be able to track daily time entries and monitor our progress on specific deals. 6. State that you have read and agree to abide by the FCERA Legal Billing Guidelines, attached to this RFP as Attachment B. We have read and agree to abide by the Legal Billing Guidelines found at ATTACHMENT B to the RFP.

7. FCERA expects the lowest rate charged by your firm for its governmental and non-profit clients. If for any reason your firm is unwilling or unable to charge the lowest rate, please explain why. Foley’s fixed fee and not-to-exceed pricing would be equal to or less than what it offers any other similarly situated public entity for the same work. The hourly rates offered here are also the lowest Foley offers any other similarly situated entity. However, in the interest of full disclosure, Foley notes two exceptions, both of which address unique situations that are not similar to what is contemplated in this RFP and Foley’s response: 1) Mr. Hickey offered another California pension plan fixed fee and not-to-exceed options similar to what is offered here, but the plan requested to be billed on an hourly basis instead, and asked for a rate below the rate listed here for Mr. Hickey, and Foley agreed; 2) Foley agreed, on a temporary basis, to bill Mr. Calabrese’s former employer, the San Bernardino County Employees’ Retirement Association, at a reduced hourly rate when he performs work that he would have previously performed in-house as SBCERA’s Chief Counsel. This arrangement was offered to facilitate SBCERA’s need to transition to a new Chief Counsel. This arrangement excludes work that would normally be performed by outside counsel, including most investment counsel services, and thus covers situations that are not similar to what is contemplated here.

- CONFIDENTIAL AND PROPRIETARY INFORMATION ENDS HERE -

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Exhibit D: Test Case Estimate

- CONFIDENTIAL AND PROPRIETARY INFORMATION BEGINS HERE –

Test Case Scenario: Complete Board Package as referenced in Attachment C of the RFP.

Cost: $16,000 to $25,000 Breakdown by Timekeeper Category:

TIMEKEEPER HOURS AMOUNT Partner 6 to 9 $6,000 to $9,000 Of Counsel 5 to 10 $3,000 to $6,000 Senior Counsel 5 to 7 $3,450 to $4,830 Associate 10 to 12 $3,950 to $4,740

TOTALS 26 to 39 $16,400 to $24,570

Foley consistently prepares legal memoranda that are “user friendly” and specifically crafted for the needs of each plan board. Our costs are all inclusive with the exception of travel. We generally use conference calls whenever possible.

- CONFIDENTIAL AND PROPRIETARY INFORMATION ENDS HERE -

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Exhibit E: Past Case Costs

- CONFIDENTIAL AND PROPRIETARY INFORMATION BEGINS HERE –

CASE 1: IFM Global Infrastructure (Open Ended Infrastructure) Cost: $17,500 Breakdown by Timekeeper Category:

HOURS AMOUNT Partner 22 $17,500

CASE 2: Adams Street Partners (Most Recent P/E Fund) Cost: $18,600 Breakdown by Timekeeper Category:

HOURS AMOUNT Partner 16 $12,800 Associate 17 $ 5,800

CASE 3: TPG/TSS/TAO Cost: $23,200 Breakdown by Timekeeper Category:

HOURS AMOUNT Partner 23 $23,200

- CONFIDENTIAL AND PROPRIETARY INFORMATION ENDS HERE -

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Exhibit F: Supplemental Questions

1. How do your clients know they are getting a cost effective work product? Foley clients know that they are receiving cost-effective services because, at the beginning of every major representation, we ask clients to identify the factors that generate “value” for them. There are a number of factors that clients tend to focus on, including, to name a few,: (a) responsiveness; (b) availability; (c) total cost; (d) ease of doing business; and (e) work product quality. Every client gives weight to these value factors differently. We recognize that fact and endeavor to meet each client on its own terms.

2. Do you provide, or do any of your clients ask for budgets? Yes.

a) Have you exceeded the budget? For all of our assignments, we have never exceeded a budget for legal services without the express consent of the client.

b) Are they “Not to Exceed” budgets or just “approximate” budgets? We offer clients Not-to-Exceed budgets, budgets by phase as well as approximated budgets. We have proposed a Not-to-Exceed budget for FCERA’s investment transactions at Exhibit C (5) above.

Foley also offers to clients our innovative Budget Management Tool. We developed our own proprietary budget “dash board” to provide graphical presentations of budgets and schedules, as well as real-time, task-level detail of current performance against the budget. This tool enables clients to track legal spending and evaluate projected budget balances, eliminating unpleasant surprises.

3. Do you offer flat fee investment reviews? Yes.

- CONFIDENTIAL AND PROPRIETARY INFORMATION BEGINS HERE – 4. How much do you typically bill for the following types of transactions? Please explain your understanding of the type of transaction when explaining your answer. Feel free to provide a range of amounts if you cannot determine what you “typically” bill:

a) Standard public equity or public bond agreement. Foley public finance attorneys assist our governmental clients—ranging from states and major state authorities to small governments—with both simple and sophisticated transactions involving general obligation bonds as well as tax increment and other specific projects, capital programs, and cash-flow borrowings. Pricing for such transactions is based on the size and type of bond offered. These

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transactions are separate and apart from the work of our Investment Management and Fund Formation team. b) Most Favored Nation package. Foley would review all optional side letter provisions that have become available to FCERA through a “Most Favored Nation” provision in its own side letter, make and explain recommendations as to which provisions FCERA should elect, and submit FCERA’s elections to the general partner, for $2,000-4,000, depending on the number and complexity of the offered elections. c) Risk Parity Fund. We have negotiated Risk Parity Fund agreements on behalf of multiple institutional investors. For example, we represented clients who invested in Bridgewater’s All Weather hedge fund strategy, AQR’s Risk Parity strategy and other prominent risk fund managers. Typically, we review the fund documents but our clients don’t have much latitude to negotiate any changes to the fund documents. Rather, after our clients are satisfied with various position levels which the manager will seek to obtain, we negotiate Side Letters and Diligence Letters to capture the key terms for our clients, e.g., Public Records Act, Brown Act, Fee Transparency Law, venue and jurisdiction, indemnification, etc. Our fees are usually $15,000 to $17,500 for such agreements. d) Unconstrained Bond Fund (separate account vs comingled account). Unconstrained bond funds, whether a separate account or commingled account, involve a significant amount of evaluation in light of the hedging and other strategies employed by the investment managers of these non-traditional bond funds. We have negotiated on behalf of our institutional clients with investment managers such as Neuberger Berman, PGIM, etc. For a separate account, our typical fee is $20,000 to $25,000 since we are seeking specific constraints as well as key terms. Meanwhile, we have less flexibility negotiating position constraints when our clients are investing in commingled accounts. The primary focus in those negotiations is on the Side Letter and, if necessary, Diligence Letter. The typical fee is $15,000 to $17,500. e) Any other agreement categories you have ready information to. Our public plan clients occasionally ask us to review and evaluate agreements with investment counsel, actuarial consultants and other service providers to the plan. Our work for such matters of course varies with the nature and scope of the specific assignment. Should FCERA desire specific assistance with ancillary agreements, we would be happy to provide additional information.

- CONFIDENTIAL AND PROPRIETARY INFORMATION ENDS HERE -

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Exhibit G: Attorney Biographical Profiles

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Thomas A. Hickey III

PARTNER

[email protected]

617.342.4097 111 HUNTINGTON AVENUE SUITE 2500 BOSTON, MASSACHUSETTS 02199-7610

Tom Hickey focuses his practice on fund formation and investment management. As chair of the Fund Formation & Investment Management Practice and vice chair of the Private Equity & Venture Capital Practice, he leads a dedicated team of lawyers who advise clients on the structuring, formation and ongoing management of various private investment funds, including venture capital funds, private equity funds, fixed income funds and hedge funds, and their management companies. He devotes 100% of his time to these clients.

In addition, Mr. Hickey and the team represent a wide variety of institutional investors, especially public employee pension plans, ERISA plans and endowment plans. Key to this advice is Mr. Hickey’s 40 plus years of experience with these investors and his knowledge of each investor’s statutory obligations, ordinances and specific policies.

Tom is well versed in a variety of issues faced by plans relating to gift and ethics requirements, conflict-of-interest rules and regulations, and “pay-to-play” regulations affecting the investment management industry. Throughout his career, he has litigated cases involving fiduciary responsibilities, administrative law issues and investment transactions.

While in law school, he assisted state legislatures throughout the country in the drafting and the implementation of changes to public employee pension plans, especially in the area of fiduciary and investment standards. Upon graduation, Mr. Hickey served as legal counsel to the Massachusetts Joint Committee on Public Service and the Massachusetts Retirement Law Commission.

SPEAKING ENGAGEMENTS AND TRAINING SESSIONS FOR CLIENTS While in law school and continuing to the present day, Mr. Hickey has spoken at over one hundred conferences, both domestically and internationally. The speeches have covered a wide variety of issues such as institutional investor due diligence, impact of federal legislation, SEC, FINRA and AIFM issues, key points for onshore and offshore asset managers when seeking commitments from institutional investors and fiduciary responsibilities for pension plan trustees and staff. Over the past four decades, he has devoted considerable time conducting regular training sessions for his private fund and institutional investor clients especially in the areas of fiduciary responsibility, compliance and emerging industry trends.

Tom is also a Guest Lecturer at Harvard Law School where for the past three years he has taught a class regarding institutional investors and various investment vehicles and structures. He also speaks up to six times a year, most recently at SACRS, CALAPRS and industry conferences in Grand Cayman, Amsterdam and Sao Paolo.

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RECOGNITION Mr. Hickey has been ranked as a leading lawyer in The Legal 500 in the Investment Fund Formation and Management practice, where he is described as "the best of the best" and "smart, creative and forward-thinking." He has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system.

COMMUNITY ENGAGEMENT Mr. Hickey has provided pro bono advice to numerous civic groups and public employee organizations throughout his career. He provided advice regarding the creation of the Massachusetts Fallen Fire Fighter Memorial which was dedicated on September 11, 2007. He serves as the chair of the Pro Bono Committee for the Firm’s Boston office.

SELECTED PUBLICATIONS

 Lead Author, “Generating returns through better relationships: How managed custody accounts benefit managers and investors,” Journal of Securities Operations & Custody, Volume 8, Number 4, (July 2016)

 Lead Author, "Innovation Master Custody Account Structure Offers Flexibility, Fee Discounts or How I Learned to Stop Worrying and Save Millions Per Year,” The NAPPA Report, (August 2013) ADMISSIONS He is admitted to practice in Massachusetts, the U.S. Court of Appeals for the First Circuit and the U.S. District Court for the District of Massachusetts.

EDUCATION Mr. Hickey received his J.D. from Suffolk University Law School (1976) and his B.A. from the College of the Holy Cross (1973).

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Michael P. Calabrese

OF COUNSEL

[email protected]

213.972.4564 555 SOUTH FLOWER STREET SUITE 3500 LOS ANGELES, CALIFORNIA 90071-2411

Michael Calabrese is of counsel and a corporate lawyer with Foley & Lardner LLP. Michael focuses his practice on fund formation and investment management and proves counsel to institutional investors and government agencies, particularly pension funds.

Prior to joining Foley, Michael was the chief counsel for San Bernardino County Employees Retirement Association, where he served as the general counsel to the over 30,000 member pension system. Michael also served as the chief deputy county counsel for the County of Merced and the chief deputy city attorney for the City of San Diego. He gained experience as an associate attorney at three law firms in California and Michigan after graduating from law school.

EDUCATION Michael earned his law degree from Michigan State University College of Law (J.D., summa cum laude, 1999), where he ranked second in the class, was a recipient of the Dean Charles H. King full scholarship, as well as received two best oralist awards at national moot courts competitions and five Jurisprudence Achievement Awards. During this time, he externed with Michigan Supreme Court Justice Clifford Taylor. He earned his undergraduate degree in philosophy with high honors from the University of Michigan (A.B., 1990).

ADMISSIONS Michael is admitted to practice law in California.

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Stuart E. Fross

PARTNER

[email protected]

617.502.3382 111 HUNTINGTON AVENUE SUITE 2500 BOSTON, MASSACHUSETTS 02199-7610

Stuart Fross is a partner and business lawyer with Foley & Lardner LLP where he concentrates his practice on securities laws and regulations, as part of the Private Equity & Venture Capital, Transactional & Securities and International Practices.

Mr. Fross’ main focus is investment managers and pooled investment vehicles, including U.S. registered open- end, closed end and exchange traded funds, bank collective investment funds (with an emphasis a stable value funds), UCITS funds, as well as private funds, organized in the US and offshore. Mr. Fross has extensive experience in equity, high-income and fixed income trading operations, as well as with distribution related issues for registered and unregistered funds.

PROFESSIONAL BACKGROUND Prior to joining Foley, Mr. Fross was a partner with K&L Gates. His experience also includes his roles as deputy general counsel and senior vice president for Strategic Initiatives with Fidelity Management & Research Company and assistant secretary of the Fidelity Group of Funds. Mr. Fross held several additional positions at Fidelity, including four years as deputy general counsel and senior vice president to the Legal Product Management division, during which time he was responsible for all registration statement filings for the Fidelity Funds. From 1998 to 2001, Mr. Fross was general counsel and senior vice president for Fidelity International Limited, where he supervised Fidelity's legal, compliance and administrative staff located in Europe, Asia and Bermuda. At various times, Mr. Fross supported Fidelity’s transfer agency, fund accounting, institutional distribution, Canadian and Latin American businesses. In 2002 to 2004, Mr. Fross was the senior vice president – Strategic Initiatives of Fidelity Brokerage Company where he was responsible for initiating Fidelity’s strategy for retail distribution of fixed income securities.

Mr. Fross is also a co-inventor of a business method patent related to active ETFs. The patent covers technology for an ETF to invest in an actively managed mutual fund and for the ETF sponsor to create a creation and redemption basket that approximates the holdings, risks and return characteristics of the mutual fund without disclosing its entire portfolio.

RECOGNITION

 Rated AV® Preeminent™, the highest performance rating, in Martindale-Hubbell’s peer review rating system

 Listed in Who’s Who Legal: Private Funds for fund formation, 2015 and 2016

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 Recognized in 2010 for the John S. Baerst Award for Excellence in Teaching at Boston University’s Graduate Program in Banking and Financial Law

 Received the Edwin F. Mandel Award for Clinical Legal Studies, The University of Chicago, 1985 PROFESSIONAL/CIVIC ACTIVITIES Mr. Fross is a Lecturer in Law at the Boston University School of Law in the Graduate Program in Banking and Financial Law.

He is a frequent speaker at industry events on such topics as the history of the fund industry and related regulation.

PUBLICATIONS ®  Co-author, “Private Equity Industry Practice Guide,” Lexis Practice Advisor , July 2017

 Quoted, “With Zero-Fee Funds, What’s a Board to Do at 15(c) Time?,” by Greg Saitz, Board IQ, April 11, 2017

 Co-author, “Generating returns through better relationships: How managed custody accounts benefit managers and investors,” Journal of Securities Operations & Custody, Volume 8, Number 4, (July 2016)

 Contributor, The Socially Savvy Advisor: Compliant Social Media for the Financial Industry, published by Wiley, December 2014

 Co-author, The Uneasy Chaperone – A Resource for Independent Directors of Mutual Funds (Third Edition), published by Management Practice Inc., 2014

 Co-author, “Alternative Investment Fund Managers Directive – The Registered Investment Advisers Implementation Checklist,” The Investment Lawyer, Vol. 20, No. 5, May 2013

 Co-author, “Authorization for US Managers under the AIFMD,” The Investment Lawyer, Vol. 19, No. 4, April 2012

 Co-author, “The Advent of Investment Adviser Remuneration Regulation,” The Investment Lawyer, Vol. 18, No. 7, July 2011 SPEAKING ENGAGEMENTS

 Speaker, “A Concise Outlook on the U.S. Post-Election,” “Cross-Border Conference 2017, The Changing Landscape of Fund Distribution,” Luxembourg, February 2017

 Webinar Panelist, “Build Your Reputation and Your Business with Social Media – While Remaining Compliant,” hosted by Wiley and LinkedIn, November 12, 2014

 Panelist, National Directors Institute, “Investment Funds and Corporate Governance Panel,” Chicago, IL, November 6, 2014

 Panelist, ALFI/NICSA Webinar, “What US Managers Need to Know - CIS Regulation After Crisis,” April 30, 2014

 Panelist, Cross-Border Group Sponsored Webinar, “The Basics Needed for U.S./Non-EEA Private Funds to Make a Fully-Informed Decision,” April 28, 2014

 Panelist, Cross-Border Group Sponsored Webinar, “Reporting/Disclosure Valuation, Remuneration, Etc. for U.S./Non-EU & EEA Private Fund Managers “Passporting” Via Luxembourg,” April 17, 2014

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 Third Party Marketers Association Annual Conference “New Horizons: Investment Marketing in the Age of Globalization,” Boston, MA, April 9-10, 2014

 Panelist, IA Watch Compliance Best Practices Summit, “Compliance Solutions for Hedge and Private Equity Fund Advisers,” Washington, DC, March 19, 2014

 Panelist, Association of the Luxembourg Fund Industry Road Show, “AIFMD Remuneration,” New York, NY and Boston, MA, November 4 – November 6, 2013

 Investment Adviser Association, Members Conference Call, “Social Media for RIAs,” September 4, 2013

 “AIFMD: Marketing Under the Passporting Regime,” New York, NY, June 18, 2013

 “The SEC’s Money Fund Proposals,” Boston, MA, June 13, 2013

 “It’s a Small World After All” - A Digest of Foreign Legal Developments Affecting US Money Managers, presented to 2013 Mutual Funds and Investment Management Conference, sponsored by the Investment Company Institute and the Federal Bar Association, March 18, 2013

 Speaker, 2013 Boston Regional Meeting, “Current Hot Products,” Boston, MA, March 4, 2013

 Panelist, State Street Global Services Chief Compliance Officer Forum, "Regulatory Developments - Staying Ahead of the Rule Changes," November 2012

 "Managed Accounts –Regulatory/Compliance Update,” 10th Annual Managed Accounts UMA Summit, Boston, MA, September 13, 2012

 "The Uncertainty of Financial Reform," Deloitte’s New York Hedge Fund Symposium, New York, NY, September 20, 2012

 "The Uncertainty of Financial Reform," Deloitte’s Boston Hedge Fund Symposium, Boston, MA, October 17, 2012

 NICSA 30th Annual Conference & Expo, "Engaging Investors in a Hyper-Connected World – Intermediary Oversight Panel," Miami, Florida, February 14, 2012

 Executive Briefing “Mastering AIFMD Challenge” Conference, “The Transatlantic View: AIFMD – Do US Managers Care? AIFMD and Dodd-Frank, Convergence, Divergence or Co-incidence,” Luxembourg, October 11, 2011

 American Conference Institute, Broker Dealers and Investment Advisers Conference, “Federal Regulation of Investment Advisers – Registration & Its Consequences,” New York, NY, March 31, 2011

 Investment Company Institute: 2011 Mutual Funds and Investment Management Conference, “Post-Crisis Regulatory Change – It’s Happening Outside of the US, Too,” Palm Desert, California, March 28, 2011

 Investment Adviser Association, IAA Compliance Workshop, Remarks on Form ADV Part 2 and Massachusetts Privacy Regulations; “A Dodd-Frank Primer for Investment Advisers,” Los Angeles, CA, November 30, 2010

 Investment Adviser Association, IAA Compliance Workshop, Remarks on Form ADV Part 2 and the Custody Rule; “A Dodd-Frank Primer for Investment Advisers,” Chicago, IL, November 10, 2010

 Boston University, IM Basics, “ETFs/Wrap Accounts/Money Market Funds,” Boston University, Boston, MA, October 14, 2010

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 Association of the Luxembourg Fund Industry, 19th Annual Global Investment Funds Forum, “Fund Governance-Developments in the U.S. and Europe and What the Industry Should be Focused On,” Luxembourg, September 28-29, 2010

 Financial Research Associates, LLC, 6th Annual Marketing & Advertising Compliance Forum for Investment Advisers, “International Marketing & Advertising: Global Perspective,” The Princeton Club, New York City, September 16-17, 2010

 International Bar Association, 21st Annual Globalization of Investment Funds, “Global Distribution Panel,” Boston, MA, May 18, 2010.

 International Bar Association, Presentation on Global Distribution Issues, May 3, 2010

 National Society of Compliance Professionals: 2009 National Membership Meeting, “Valuation of Fixed Income,” Philadelphia, PA, October 5, 2009

 Webinar, “SEC Mutual Fund Summary Prospectuses - Implications and Compliance,” Boston, MA, March 10, 2009

 Risk Management Association Forum, “Managing Risk and Innovation: Top Ten Learnings,” Boston, MA, April 21, 2009

 National Society of Compliance Professionals: National Membership Meeting, “International Compliance Issues,” Philadelphia, Pennsylvania, October 26, 2008

 Investment Company Institute: Mutual Funds Conference, “Markets in Financial Instruments Directive and the Registered Investment Adviser,” Phoenix, Arizona, March 18, 2008

 The Association of the Luxembourg Fund Industry and The National Investment Company Service Association: The 16th Annual Global Investment Funds Forum, “US Investment Company Corporate Governance Outline,” Kirchberg, Luxembourg, September 26, 2000.

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Edwin Thom Rumberger Jr.

PARTNER

[email protected]

650.251.1175 975 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1013

E. Thom (Todd) Rumberger Jr. is a partner and corporate lawyer with Foley & Lardner LLP, where he focuses his practice on private equity, mergers and acquisitions and venture capital, and Internet, mobile, connected car, software, telecommunications, digital media, health tech, and financial services companies through all stages of their growth. He is co-chair of the Technology Industry Team, a former vice chair of the firm’s Private Equity & Venture Capital Practice, and a member of the Transactional & Securities Practice.

Mr. Rumberger counsels his corporate clients, ranging from start-up, emerging growth stage and venture backed, to public domestic and foreign companies, on a wide variety of matters ranging from formation, capitalization, key executive employment and general employment issues, and corporate governance, to early (convertible debt and seed preferred) and later stage venture capital, venture debt, debt and public equity financings and offerings, strategic partner, reseller, and similar commercial agreements. He has broad transactional experience representing public and private companies, and private equity buyers and sellers involved in mergers and acquisitions and financings. Additionally, Mr. Rumberger works with foreign start-up and growth stage companies in establishing a presence in the United States. Recent representative clients include Adjoy, Basil Seed Works, Business Growth Fund (UK), Cape Networks, CCOBOX, Inc., Cue, Inc., Cummins, Docademic, Sumitomo Dainippon Pharma, Evine Live (EVLV), EAG Laboratories, Fasten, Foundersuite, Grill on Box, GSVlabs, Inpher, Multerra Bio, Mr. Holmes Bakehouse, Highlands Power, Hover, Inkerz, Inside Warehouse, Intelliment Security, Kiana Analytics, Knox Medical, Localization Labs, MAD Foundation (René Redzepi), Medea Vodka, Momentum Dynamics, Nitrio, Nokia Growth Partners, OCA Ventures, Odyssey Investment Partners, ProductPeel, Revelex Corp., Rich Receipts, SAIC Capital, Seedcamp, Sherman Financial Group, Sequentum, SageLegion, SeqLL, Sibly, SoftBank, Software AG, SpaceVR, Star Cloud Micronics, Steve Madden, Therasoft, TracMap, True Greece, The Regents of the University of California, VentureBeat, Verodin, Vita Water, Vive Organic, Women Who Code.

Prior to joining Foley, Mr. Rumberger was a shareholder with an Am Law top 10 firm and previously worked with a Silicon Valley venture capital firm as well. From 1989 to 1991, he was a law clerk for the Honorable Patricia C. Fawsett and Honorable Kendall G. Sharp for the U.S. District Court for the Middle District of Florida.

REPRESENTATIVE EXPERIENCE SELECT VENTURE FINANCINGS

 An undisclosed San Francisco-based fintech startup in its seed preferred financing round led by Canaan Partners

 Nokia Growth Partners in its participation in the $41 million Series B financing of Fetchr, a logistics business and consumer application startup

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 Pear Ventures in various series seed preferred and convertible note financings of portfolio companies including One Concern, Heap, Bolt Data, and Quadric.io

 The Regents of the University of California in various undisclosed direct equity investments

 Nokia Growth Partners as lead investor in the $16 million Series C financing of RapidMiner, an open source predictive analytics platform

 Nokia Growth Partners as lead investor in the $14 million Series C financing of Workfusion, an enterprise smart process automation company

 Dainippon Sumitomo Pharma Co, a Japan based pharmaceutical company, in its $4.29 billion strategic partnership with and Series E investment in Edison Pharmaceuticals, a specialty pharmaceutical company dedicated to developing treatments for children and adults with orphan mitochondrial diseases

 Nokia Growth Partners as lead investor in the first investment from its dedicated $100 million connected car fund in the $8 million Series B financing and separate $10 million Series C financing of Zubie, a leading startup in the connected car space

 Nokia Growth Partners as lead investor in the $15 million Series B financing of Whistle Labs, a pet wearables startup

 Nokia Growth Partners, as lead investor in the $10 million Series B financing of Gigwalk, a SaaS enterprise company for on demand mobile workers

 Nokia Growth Partners as lead investor in the $6 million Series A financing of Citymaps, a social mapping startup

 Nokia Growth Partners in several additional venture financings including Luminate, Peloton Technologies, and Intermedia

 Softbank in its $20 million Series B financing of Cinarra Systems, an undisclosed Series D financing of NeuroSky, a biosensor technology and wearablles solution provider, and in several other undisclosed venture financings

 Cue, a health tech hardware startup, in its $7.5 million Series A financing and separate venture debt financing by Comerica

 GSV Labs (formerly NestGSV), a Silicon Valley based incubator, in its Series C and Series D financings and various convertible debt financings

 Lifeforce Ventures, an early stage healthtech investment firm, as lead investor in the $6 million Series A financing of Gauss Surgical, a mobile health technology company

 Saisei Networks, a software networking company, in its $5.6 million Series A financing and undisclosed Series B financing and various convertible debt financings

 SEQLL, a gene sequencing startup, in its Series A-1 financing.

 Wharf Street, a private equity fund, as lead investor, in the undisclosed Series B financing of KBRA Holdings

 Stimwave, a medical device manufacturer in its $5 million Series B financing

 Venturebeat, an online technology news platform, in its Series C financing and separate venture debt financing by Western Technology Investment

 Prima Merdu Sdn in its participation in the $4.5 million Series A investment of Faster Faster (Alta Motors), a leading all electric motorcycle startup

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 Nokia Growth Partners as lead investor in the $20.5 million Series B financing of EventBoard, Inc., a smart office technologies company

 SAIC Capital in the $100 million Series C financing of Via Transportation, a ride-sharing service that pools commuters

 SAIC Capital in the $24 million Series B financing of Yourmechanic, an on-demand auto repair startup

 SAIC Capital in an undisclosed preferred round of financing of a stealth battery energy storage startup

 SAIC Capital in the $12 million Series B financing of SolidEnergy, a battery startup

 Fasten, Inc., a Boston-based venture backed ridesharing company, in its $10.5 million Series A financing from several investors

 Adjoy (formerly MyNFO), a Tampa-based venture backed martech company, in its $6.8 million Series A financing from several investors

 Verodin, a Reston VA based cybersecurity venture backed company, in its $10 million Series A financing from several investors including Crosslink Capital, Blackstone, Rally Ventures, and Cisco Investments

 Asimmetric, a San Francisco based enterprise WiFi monitoring startup, in its seed preferred financing round led by Root Ventures, and including Bolt and Haystack

 Nitrio Inc., a Palo Alto-based sales AI startup, in its undisclosed amount of preferred stock financing by Pear Ventures, Amino Capital, and zPark Capital

 Numerous startup companies, including Foundersuite, Nitrio, Product Peel, SixthContinent, and Verodin in recent various Series Seed preferred financings

 Numerous startup companies, including SpaceVR, Vive Organic, Everyday Olympian, KNOX Medical, Kiana Analytics, Mynfo, Evine, Orbeus, Launchtrack, Splendid Labs in various convertible debt financings SELECT M&A TRANSACTIONS

 Software AG, enterprise software company, in its acquisition of Zementis, Inc. for an undisclosed purchase price

 Wharf Street, a private equity fund, in its $330 million acquisition of KBRA Holdings (Kroll Bond Ratings Agency), a previously venture backed bond rating agency

 Odyssey Investment Partners, a middle market private equity firm, and its portfolio company, EAG, an independent laboratory network company, in the following acquisitions by EAG for undisclosed purchase prices: merger acquisition of ABC Laboratories, stock acquisition of PTRL West and PTRL Europe, stock acquisition of Seal Labs, and stock acquisition of Wildlife International, among other acquisitions and dispositions

 Represented privately held packaging company in its $355 million acquisition by a leading middle market private equity firm

 Capital régional et coopératif Desjardin, a Quebec based publicly traded crossover fund, in its stock and asset acquisition of the automotive thermoplastic division of Camoplast Solideal for an undisclosed purchase price

 Software AG, a German based enterprise software company, in its merger acquisition of Relational Networks (aka Longjump), a cloud platform vendor, for an undisclosed purchase price

 Sub10 Systems, a U.K. based provider of wireless backhaul solutions, in its sale to Fastback Networks for an undisclosed purchase price

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 Strategic Social, a security technology integration and business consulting firm, in its LLC interest acquisition by Constellis Group for an undisclosed purchase price

 TigerMe in its LLC interest acquisition by Cisco Systems for an undisclosed amount

 Social Hour, a mobile marketing company, in its $51 million merger acquisition by PlayPhone

 Divitech A/S, a Danish based digital service management solution provider, in its sale to Cisco Systems for an undisclosed amount

 Samsung in its asset acquisition of Clairvoyante, a display technologies company for an undisclosed amount

 SkyData, a mobile solutions provider, in its asset sale to SAP for an undisclosed amount

 Lift Media, a payment provider, in its stock acquisition by Webloyalty, for an undisclosed amount

 Wafer Reclaim, a silicon wafer provider, in its $15 million asset acquisition

 Patterson Vegetable Company in its management buyout of Patterson Frozen Foods, a leading frozen food packer, for an undisclosed amount

 Micrus Endovascular in its asset acquisition of Vascon, a medical device company

 Numerous other buyers and sellers in asset, stock and merger acquisitions EDUCATION Mr. Rumberger earned his Master of Laws in international commercial law from the London School of Economics (LL.M., 1993) and his Juris Doctor from the University of Florida Levin College of Law (J.D., 1989). He also graduated, cum laude, from Wake Forest University (B.A., 1986) where he majored in history.

COMMUNITY INVOLVEMENT Committed to investing in the community, Mr. Rumberger is an advisor to Quest Scholars, a non-profit 501(c) (3) organization that serves low-income youth who aspire to higher education. He also works with the not-for-profit Women Who Code, a global organization 6,000 members strong dedicated to educating and inspiring women to pursue and excel in technology careers, and with MAD Foundation, a nonprofit organization dedicated to improving food culture, founded by world-renowned chef Rene Redzepi, and Localization Lab, a nonprofit 501(c)(3) organization providing localization services and support for internet freedom tools. He is a founding member of the Florida International Civil Law Notaries and in addition, he is former general counsel to the Florida Aviation and Aerospace Alliance, Inc., a 501(c)(3) organization promoting the development of space, defense and aerospace industries in the State of Florida. He is also a member of the San Francisco Center for Economic Development Advisory Council.

ADMISSIONS AND PROFESSIONAL MEMBERSHIPS Mr. Rumberger is admitted to practice in California and is currently inactive but a member of The Florida Bar and the Pennsylvania Bar. He is also a member of the American Bar Association.

LANGUAGES He speaks conversational Russian from his time living and working in Russia in the early to mid-1990s.

SELECTED PUBLICATIONS AND PRESENTATIONS Mr. Rumberger is the author of The Acquisition and Sale of the Emerging Growth Company: The M&A Exit, published by ThomsonReuters/West Publishing (2016). He has also authored many articles, including, “How to

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leave a company and not get sued” (2006) and “Top 5 Exit-Deal Killers for Early-Stage Companies” (2013), which appeared in VentureBeat, and co-authored “U.S. Investors Continue to Play a Role in Growth of European Startups,” which appeared in Bloomberg BNA. He was interviewed by California Lawyer in August, 2013 to comment on recent trends occurring in mergers and acquisitions both in the U.S. and abroad. He frequently lectures on mergers and acquisitions, startup formation and financing matters, as well as to foreign entrepreneurs in setting up their business in the U.S. Recent presentations include:

 Speaker, “Funding Choices for European Tech Companies,” Berlin and Frankfurt, Germany, September 2016

 Speaker, “Early Stage Company Financing,” Various Plug and Play Accelerators, Sunnyvale, CA, May 2017 and September 2016

 Speaker, “Bringing Your Business to the U.S.,” Plug and Play, Sunnyvale, CA, April 2017 and April 2016

 Speaker, “Coming to the U.S. to Do Business,” Palo Alto, Seedcamp Companies, Palo Alto, CA, February 2016 and October 2015

 Speaker, “Early Stage Financing,” Palo Alto, CA, Silicon Valley Bank, January 2016

 Speaker, “Legal Considerations for Startup Entrepreneurs,” Berkeley Lab Innovation Corps, Berkeley, CA, January 2016

 Speaker, “Investing in US Startups,” U.S. China Trade Delegation, Palo Alto, CA, September 2015

 Speaker, “Flipping to the USA,” News Podcast, Seedcamp, May 2015 (available here)

 Speaker, “Financing Your Startup,” Ideas to IPO Series, Palo Alto, CA, May 2017, July 2016, and June 2015

 Speaker, “Early Stage Financing,” Pear Ventures Garage Series, Palo Alto, CA July 2016

 Speaker, “Startup Legal Primer,” Pejman Mar Garage Series, Palo Alto, CA, June 2015

 Speaker, “Investing into the U.S. for Japanese Corporates,” Japanese Institute of International Business Law (IBL), Tokyo, Japan, June 2015 and January 2015

 Speaker, “M&A in the U.S.,” Japan In House Lawyers Association (JILA), Tokyo, Japan, June 2015 and January 2015

 Speaker, “Startups Coming to the U.S.,” a global webinar for Startup Grind, April 2015

 Speaker, “Early Stage Financing – Plug & Play Accelerator Mentor Series,” Sunnyvale, CA, March 2015

 Judge, GrowthBeat Innovation Showdown, San Francisco, CA, August 5-6, 2014

 Judge, MobileBeat Innovation Showdown, San Francisco, CA, July 9, 2014

 Participant, “Mergers & Acquisitions,” 2014 Roundtable Series, California Lawyer, June 2014

 Judge, VentureBeat’s DataBeat Show, San Francisco, CA, May 19-20, 2014

 Speaker, “The M&A Exit – Chapter 3: The M&A Exit Transaction Process,” 4th Annual Western M&A Forum, November 6, 2013

 Speaker, “A Legal Primer on Early-Stage Financing For Your Startup,” California Institute for Quantitative Biosciences, University of California - San Francisco, September 13, 2013

 Judge, CloudBeat 2013 Innovation Showdown, September 10, 2013

 Speaker, “Start Up Exits: Deal-Making in the Cloud," RocketSpace, San Francisco, CA, January 2013

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 Speaker, “Start Up Exits: Social Commerce,” General Assembly, New York, NY, July 2012

 Speaker, “Start Up Exits: Early Stage M&A,” RocketSpace, San Francisco, CA, January 2012 and September 2011

 Speaker, “Start Up Exits: Early Stage M&A,” Greenberg Traurig, LLP, San Francisco, CA, April 2011

 Speaker, “Strategy Session: Startup M&A From Garage to Exit,” Greenberg Traurig, LLP San Francisco, CA, December 2010

 Webinar Speaker, “What You Need to Know About Raising Venture Capital in the Silicon Valley,” US Market Access, September 30, 2010

 Numerous presentations to a variety of audiences regarding company formation, financing strategy, forming a presence in the U.S. as a foreign technology company, at Plug and Play Tech Center, 2009 - Present

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John W. Rockwell

PARTNER

[email protected]

650.251.1120 975 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1013

John W. Rockwell is a partner and business lawyer with Foley & Lardner LLP. As a member of the firm’s Private Equity & Venture Capital and Transactional & Securities Practices, his practice includes advising both early stage and established technology companies on a variety of corporate and business matters, including entity formation and organizational matters, venture capital and private equity debt and equity financings and related transactions, mergers and acquisitions and general corporate governance matters. Mr. Rockwell also has experience in forming and structuring venture capital funds.

Prior to joining Foley, Mr. Rockwell was an associate at an international law firm in Silicon Valley.

EDUCATION Mr. Rockwell received his law degree from the University of California Hastings College of the Law (J.D., 2007). He completed his undergraduate degree at the University of California at Santa Barbara (B.A., with honors, 2003).

ADMISSIONS AND PROFESSIONAL MEMBERSHIPS Mr. Rockwell is admitted to practice law in California. He is a member of the California Bar Association and the American Bar Association.

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Michelle E.P. Nunez

SENIOR COUNSEL

[email protected]

617.226.3139 111 HUNTINGTON AVENUE SUITE 2500 BOSTON, MASSACHUSETTS 02199-7610

Michelle E.P. Nuñez is a senior counsel and business lawyer with Foley & Lardner LLP. She counsels institutional investors, unregistered funds, including hedge funds and private equity funds, and their advisers on a range of U.S. legal and regulatory matters relating to fund investments, the structuring, restructuring and formation of funds, fund reorganizations, acquisitions and mergers, regulatory and compliance matters relating to existing funds, fund governance issues and investment adviser compliance. Ms. Nuñez also advises impact investors on the legal and regulatory issues surrounding launching private funds that focus on achieving social benefit as well as financial returns. She is a member of the Private Equity & Venture Capital and Transactional & Securities Practices.

THOUGHT LEADERSHIP Ms. Nuñez has co-lead regular seminars on U.S. legal and regulatory issues relevant to UK-based investment advisers and private funds. She has conducted training on U.S. regulatory issues relevant to fund lawyers in Europe and the Middle East. She is also a co-author of “The Bespoke Solution—Advantages and Challenges in Tailoring Single Investor Funds,” Bloomberg BNA Pension & Benefits Daily, August 28, 2015.

RECOGNITION Prior to joining Foley, Ms. Nuñez’s work, as a member of a team, was recognized as American Lawyer’s Pro Bono Deal of the Year in 2014 and the deal was “Commended” by the Financial Times in 2014.

EDUCATION Ms. Nuñez earned her J.D. from University of Pennsylvania Law School (2007), where she served as a comments editor on the Law Review. She received her S.B. from the Massachusetts Institute of Technology in linguistics and philosophy (2004).

ADMISSIONS She is admitted to the Massachusetts Bar.

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Ashley E. May

ASSOCIATE

[email protected]

213.972.4565 555 SOUTH FLOWER STREET SUITE 3500 LOS ANGELES, CALIFORNIA 90071-2411

Ashley May is an associate and business lawyer with Foley & Lardner LLP, where she is a member of the firm’s Taxation Practice. Her practice focuses on the U.S. federal income tax consequences of mergers and acquisitions, financings, and investment management transactions.

Prior to joining Foley, Ms. May served as an associate in the Tax Department of a major law firm in New York. She also served as an extern to Judge Gary Allen Feess in the United States District Courts, as well as the United States Attorney’s Office, both for the Central District of California.

EDUCATION Ms. May earned her law degree from the University of Southern California (USC) Gould School of Law (J.D., 2015), and successfully completed the business law certification program. She graduated with a high honors grade in corporate taxation and honors grades in classes such as taxation, mergers and acquisitions, securities regulation, and insurance. Ms. May received a bachelor’s degree in psychology from USC (B.A., magna cum laude, 2011).

ADMISSIONS Ms. May is admitted to practice in California and New York.

SELECTED PUBLICATIONS

 Co-author, “How Proposed Tax Reform May Impact Private Equity,” Bloomberg Tax Management Memorandum (January 2018)

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Emma Blumer

ASSOCIATE

[email protected]

212.338.3577 90 PARK AVENUE NEW YORK, NEW YORK 10016-1314

Emma Blumer is an associate and business lawyer with Foley & Lardner LLP. She is a member of the firm’s Transactional & Securities Practice. Her practice focuses principally in the areas of mergers and acquisitions, venture capital, and project finance.

Ms. Blumer also provides counsel to clients on trademark, copyright and advertising law issues, including clearance, licensing, defense, and other intellectual property related matters. While in law school, Ms. Blumer worked at the National Advertising Division of the Better Business Bureau.

Prior to joining Foley, Ms. Blumer was an associate in the global finance group at Sidley Austin LLP. She has extensive experience in all aspects of structured finance and securitization and has represented issuers, underwriters, and loan sellers on a variety of capital markets transactions, including public and private offerings of asset-backed securities. In addition, Ms. Blumer has represented clients in connection with general corporate transactions, including the structuring and operations of domestic and offshore investment funds and the development of peer-to-peer lending programs.

EDUCATION Ms. Blumer is a graduate of New York Law School (J.D., summa cum laude, 2013), where she was a member of the New York Law School Law Review. While in law school, she was a John Marshall Harlan scholar, affiliated with Institute for Information Law and Policy. Ms. Blumer earned her bachelor’s degree in government and women’s studies from Skidmore College (B.S., cum laude, 2010).

ADMISSIONS AND PROFESSIONAL MEMBERSHIPS Ms. Blumer is admitted to practice in New York and New Jersey.

PUBLICATIONS Ms. Blumer's publications include “Beinor v. Industrial Claims Appeals Office,” 56 N.Y.L. SCH. L. REV. 205 (2012 - 2013).

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Kenneth C. Nee

ASSOCIATE

[email protected]

617.226.3159 111 HUNTINGTON AVENUE SUITE 2500 BOSTON, MASSACHUSETTS 02199-7610

Kenneth C. Nee is an associate and business lawyer with Foley & Lardner LLP. He is a member of the firm’s Private Equity & Venture Capital, Fund Formation & Investment Management, and Private Funds & Buyout Practices.

Mr. Nee advises a variety of institutional investors including public employee pension plans and university endowments in connection with investments in private funds, alternative investment vehicles, co-investments, direct investments, the formation of single investor funds and separately managed accounts.

Mr. Nee counsels private investment funds, general partners, investment advisers, and management companies on all aspects of fund management, including structuring, formation, organization, registration with federal and state securities regulators, ongoing maintenance and operation, including drafting operating agreements and offering documents.

During law school, Mr. Nee worked as a litigation paralegal, providing support to attorneys throughout all phases of complex commercial litigation.

EDUCATION Mr. Nee earned his law degree from Suffolk University Law School (J.D., 2015). He received his bachelor’s degree in business administration from Villanova University (B.S., 2010).

SELECTED PUBLICATIONS

 Co-author, “Generating returns through better relationships: How managed custody accounts benefit managers and investors,” Journal of Securities Operations & Custody, Volume 8, Number 4, (July 2016) ADMISSIONS Mr. Nee is admitted to practice in Massachusetts.

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Seth C. Pearson

ASSOCIATE

[email protected]

617.502.3265 111 HUNTINGTON AVENUE SUITE 2500 BOSTON, MASSACHUSETTS 02199-7610

Seth Pearson is an associate and business lawyer with Foley & Lardner LLP. He is a member of the firm’s Private Equity & Venture Capital Practice.

Mr. Pearson was a summer associate with Foley in 2015. Prior to joining Foley, he worked as a graduate research assistant for a Duke Law associate professor, where he conducted research regarding the racialized background of private equity markets in the U.S.

Before entering law school, Mr. Pearson was a financial professional with a broad range of experience in quantitative and statistical analysis, budgeting, accounting, and forecasting. He held various positions that include working as a business analyst for AkzoNobel, interning as a sector analyst with Decatur Capital, and interning with Crawford & Company in their finance department. Mr. Pearson also interned with the Executive Office of the President at the White House as an operations intern, where he assisted staff in overseeing presidential appointments, assisted with system audits, training, and reporting.

EDUCATION Mr. Pearson earned his law degree from Duke University School of Law (J.D., 2016), where he was a research assistant for Duke Nicholas Institute for Environmental Policy Solutions. During his time at Duke, he served as president of the Black Graduate and Professional Student Association, president of OUTLaw (an LGBTQ law students association), and treasurer of the Duke University Hurston-James Society. He completed his undergraduate degree at Georgia State University (B.B.A., 2011) with major in finance.

ADMISSIONS Mr. Pearson is admitted to practice in Massachusetts.

COMMUNITY ENGAGEMENT Mr. Pearson is actively involved in the Duke Law Alumni Association Board of Directors, the Duke Alumni Association, Boston chapter, and the Boston Bar Association.

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Kevin C. McNiff

ASSOCIATE

[email protected]

617.226.3182 111 HUNTINGTON AVENUE SUITE 2500 BOSTON, MASSACHUSETTS 02199-7610

Kevin McNiff is an associate and business lawyer with Foley & Lardner LLP. He is a member of the firm’s Fund Formation & Investment Management, Private Equity & Venture Capital, and Private Funds & Buyout Practices.

Mr. McNiff provides counsel to emerging fund managers on the formation of venture capital and real estate funds, including management company and fund structuring, registration with state and federal securities regulators and 1940 Act compliance. He also advises public pension plans, university endowments and other institutional investors regarding investments in private funds, alternative investment vehicles, co-investments and separately managed accounts.

In addition to fund matters, Mr. McNiff has experience working with emerging technology companies and equity investment platforms, including cryptocurrency issuers and Regulation Crowdfunding portals.

During law school, Mr. McNiff worked as a legal intern for The Securities and Exchange Commission and as a research associate for The Institute of International Banking Law and Practice.

EDUCATION Mr. McNiff earned his law degree from The George Washington University Law School (2015) where he was a notes editor for the Public Contract Law Journal. He received his bachelor’s degree in history and French from Cornell University (2010).

SELECTED PUBLICATIONS AND PRESENTATIONS

 “Key Considerations in Negotiating Private Fund Terms,” Banking & Financial Services Policy Report, October 2017

 “Titles II and IV of the JOBS Act,” Presentation to NYCLA Corporation Law Committee, November 2016

 “Registration and Compliance for ‘Exempt Reporting Advisers,’” ABA Business Law Today, October 2016

 “How Far Does Advising Go? Exploring the Limits of an Advising Bank’s Obligations,” Documentary Credit World, January 2016

 “The Use of Federal Grant-Making Power to Expand State and Local Procurement Coverage under the Transatlantic Trade and Investment Partnership,” Public Contract Law Journal, Winter 2015

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AFFILIATIONS

 NYSBA Securities Regulation Committee and Private Investment Funds Subcommittee ADMISSIONS Mr. McNiff is admitted to practice in New York and Massachusetts.

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Exhibit H: Other Requirements

 Section X, Insurance:

– X.A. Commercial General Liability: The stated limits are met with umbrella coverage. – X.C. Professional Liability coverage calls for a three year “tail” requirement. We cannot commit to this requirement, because our policy only allows us, under limited circumstances, to purchase an extended reporting period at the time of termination of our coverage, and only then with a reporting period of up to one year. Alternatively, Foley would agree to purchase a one-year tail in the event that both: a) we cannot find and purchase reasonably equivalent replacement coverage and b) the tail is made available for us to purchase upon termination of our then-existing coverage. – X. D. This section requires Foley to provide Certificates of Insurance stating, inter alia, that FCERA is not responsible for any premiums. Foley’s insurance broker indicated that, while the COIs do not expressly state that the client is not responsible for premiums, this is understood to be the case.

 Section XII, Conflicts of Interest:

– Foley is not aware of any conflict that would preclude the firm from representing FCERA.

 Section XIV, Proposal Requirements:

– A. 3. Foley has provided four team members licensed to practice law in the State of California and who are in good standing. All other team members are in good standing in their respective State Bars. – B. 4. Foley’s rates are fixed for a three-year term. – B. 7. As a national firm, with offices in multiple states, we are asked to represent various governmental entities at all levels and involving many sized matters. It is not possible for us to monitor every government billing arrangement. We can affirm that the rates included in our response to this RFP are comparable to those offered to similarly situated government and municipal entities. FCERA is encouraged to take advantage of our Not-to-Exceed offer for investment transactions that provides budgetary certainty and is consistent with our approach to other government agencies in this area of practice.

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EXHIBIT B

SCOPE OF WORK

LAW FIRM shall provide investment counsel legal services including but not limited to the following:

(a) Review, negotiate, and assist in drafting and/or restructuring alternative investment agreements, including but not limited to, agreements related to private equity, private credit, real estate direct funds, funds-of-funds, subscription agreements, limited partnership agreements, and other commingled fund arrangements.

(b) Draft and negotiate agreements for public market investments, transition managers, custodial bank, benefit distribution providers, and other miscellaneous investment related matters.

(c) Advise, draft, and negotiate investment advisory agreements, supplemental or secondary agreements, and side letter agreements.

(d) Advise on the legal structure of investment funds, fund-of-funds, limited partnerships, and on-shore and off-shore investments.

(e) Advise FCERA and the Board regarding SEC, CFTC, and other domestic, state, international, and foreign regulatory agencies with compliance and oversight responsibilities in each of the above investment categories.

(f) Review amendments to investment agreements when a legal opinion is required.

(g) Provide advice and counsel regarding standard and non-standard terms, and identify and advise which terms should be accepted or negotiated.

(h) Advise FCERA and the Board regarding Most Favored Nation (MFN) elections.

(i) Advise FCERA and the Board on federal and state investment policy compliance issues.

(j) Provide legal counsel as requested for other investment-related matters, including any disputes that might arise out of FCERA’s investments. This advice may relate to litigation, but the chosen LAW FIRM will not litigate investment matters on behalf of FCERA or the Board without a separate written engagement with FCERA.

(k) Appear at Board meetings and make presentations to the Board, as needed and when requested by staff.

(l) Perform legal due diligence and will work with FCERA’s general counsel and other legal representatives and advisors in connection with projects assigned by the

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Retirement Administrator on behalf of the Board. LAW FIRM will also work with FCERA’s investment consultant and FCERA staff to ensure appropriate legal review of all investments. LAW FIRM will be the main point of contact with opposing investment counsel, some of whom may practice in a different jurisdiction than FCERA, to ensure compliance with any local regulations or foreign government regulations. FCERA will require LAW FIRM prepare and deliver hard budgets to FCERA in advance for all legal projects that FCERA believes will result in fees to FCERA of more than $15,000.

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EXHIBIT C

COMPENSATION

2273043v1 / 19704.0001 11/21/18

Excerpt from Proposal - Exhibit C: Fee Proposal The RFP has requested the hourly rates and we therefore include them in our response. However, Foley proposes to perform investment related services for a flat fee pursuant to a mutually acceptable alternative fee agreement. ATTORNEY STANDARD HOURLY RATE DISCOUNTED RATE FOR FCERA Thomas Hickey $1,175 $1,020 Michael Calabrese $710 $600 Stuart Fross $1,075 $960 Todd Rumberger $825 $690 John Rockwell $690 $585 Michelle Nunez $800 $690 Ashley May $515 $385 Emma Blumer $560 $395 Kenneth Nee $470 $385 Seth Pearson $420 $350 Kevin McNiff $420 $350

Non-Attorney Category Standard Rate Discounted Rate for FCERA Paralegal $375 $295

In lieu of the traditional hourly billing arrangement, Foley offers a Not-to-Exceed (NTE) pricing structure for comprehensive legal services (as identified below) for $16,000–$25,000 per investment. The lower end of this range would apply where one or more public clients are making the same investment. Our experience suggests, however, that some complex investments, e.g., off-shore hedge funds with feeders and different structures, such as a Luxembourg S.àr.L, UCITS, Cayman Island Exempted Company or British Virgin Island Exempted Company, may approach a slightly higher fee. The Not-to-Exceed fee will include all necessary professional legal services with respect to the FCERA’s investments, including but not limited to the services listed below. Before beginning work on the engagement, Foley will provide a quote based on the particulars of the investment. 1) Review all fund documents. 2) Review all memoranda from FCERA’s investment consultant regarding the proposed investment. 3) Prepare a Briefing Memorandum highlighting the key terms as set forth in the fund documents. 4) Confer as often as needed with staff and investment consultant. 5) Review FCERA’s investment guidelines and analyze the fund’s appropriateness in light of them. 6) Draft a Side Letter which seeks to bind the proposed investment manager/general partner to FCERA’s investment standards. 7) Negotiate the final terms of the Side Letter with the proposed investment manager and/or general partner and its outside counsel.

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The price quote also includes other investment structures, e.g., separately managed accounts which use FCERA’s model agreement. If the proposed assignment is outside the ordinary course of investments Mr. Hickey will also discuss a NTE quote with you before Foley begins the assignment.

From time to time, Point 7, regarding negotiations, may prove difficult for reasons not within FCERA’s or Foley’s control. Therefore, if we anticipate exceeding our agreed-upon estimate, Mr. Hickey will advise FCERA and seek authorization to exceed the estimate before additional work is performed. If we exceed the estimate, our final billing would include the specific details with respect to the time incurred compared to this initial estimate with an explanation for the additional time. Through Foley’s CollaborateSM secure client portal, FCERA will be able to track daily time entries and monitor our progress on specific deals.

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