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Courtland Partners, Ltd. | Institutional Real Asset Advisor

Los Angeles | Cleveland | London

Los Angeles Department of Water and Power Employees’ Retirement Plan

(“LADWP”) – Courtland Onsite Meeting

May 10, 2017

Courtland Partners, Ltd. | 1

Table of Contents

I. Courtland and LADWP Team Overview

II. Investment Philosophy and Portfolio Construction

III. Investment and Due Diligence Process

IV. Courtland Research Capabilities

Appendix: Courtland Biographies

Pg. 2

Pg. 21

Pg. 42

Pg. 53


I. Courtland and LADWP Team Overview


Courtland Overview

35 RETAINER

CLIENTS

$65B ASSETS UNDER ADVISEMENT*

20+ YEARS OF

EXPERIENCE

30+ EMPLOYEES

Founded in 1995 to serve as a fiduciary/advisor providing real estate consulting services with additional

competencies in infrastructure, timber, agriculture, and energy investments.

100% privately owned providing independent ownership.

Experienced leadership with diverse backgrounds (e.g., management, general consulting, research, legal,

compliance, accounting and reporting, and workout and valuation services).

A fiduciary first, no competing business lines, and minimal conflicts of interest.

Over $94 billion of investment commitments recommended since 2000.

Fiduciary First | Significant Investment Track Record | Experienced Leadership

*As of September 30, 2016.


Professionals Located Across the U.S. and London

Los Angeles

Cleveland New York

Philadelphia

London United States

Europe

Courtland Office

Courtland Employee

San Francisco


Courtland Organizational Chart – Consulting and PMR

*Denotes Investment Committee Member


Courtland Organizational Chart – Administrative


Courtland Firm Management and Ownership

Courtland has effectively managed the passing of Michael Humphrey by: • Michael Humphrey passed away on November 29, 2016.

• Senior Courtland personnel notified clients by phone on November 30th and December 1st.

• Courtland released the news to the press and others on December 1st and December 2nd.

• Steven Novick was appointed the Managing Principal of Courtland and now has decision making authority for

day-to-day operations.

• Steven Novick is supported by the Courtland Management Committee, which is comprised of Steven Novick,

Michael Murphy, Gianluca Romano, and Andrew Mitro.

Courtland has not had any changes in personnel.

Courtland has recently had its contract extended with a number of clients and Courtland

Partners Europe recently signed its first client.

Courtland was recently informed that it was selected for an international mandate after a

significant RFP process.

Courtland experienced no stoppage or delay in client service. Normal operations continued.

Courtland Firm Ownership: • Michael Humphrey’s majority share is now held by his estate, which is being advised by counsel.

• The Courtland ownership expansion plan outlined by Michael Humphrey in a November 2016 PERE article is

in the process of being implemented.


Courtland Firm Decision Making Process

Courtland Management Committee:

• Prior to his passing, Michael Humphrey was in the process of establishing the Management Committee.

• The Management Committee has been put in place, in line with Michael Humphrey’s expectations.

• The Management Committee is comprised of Courtland’s most senior personnel: Steven Novick, Michael

Murphy, Gianluca Romano, and Andrew Mitro.

• All firm management, including human resources, corporate management, and other day-to-day

management needs are provided by the members of the Management Committee.

• Within the Management Committee, Steven Novick is the Managing Principal and has the ultimate

decision making authority for day-to-day operations.

Courtland Investment Committee:

• The Investment Committee is in charge of approving all recommendations issued to clients. The

Investment Committee ensures the consistency and quality of client recommendations.

• Prior to Michael Humphrey’s passing, the Investment Committee was comprised of Michael Humphrey,

Steven Novick, and Michael Murphy.

• The Investment Committee is now comprised of Steven Novick, Michael Murphy, Andrew Mitro, and

Thomas Hester.

• The processes and procedures have remained consistent since its inception.


LADWP Primary Courtland Team

Name Title/ Office Location Consulting Role Experience

Thomas Hester Senior Vice President*/

Los Angeles

Co-Lead Consultant, Strategy

Development and Implementation,

Investments Due Diligence

31 Years of Real Asset and Investment Experience

Courtland Partners (1 year)

Experience: Mesa West, E&Y, and McMahan Group

B.S. San Diego University

Marc Rivitz Senior Vice President/

Cleveland

Co-Lead Consultant, Strategy

Development and Implementation,

Investments Due Diligence

14 Years of Investment and Real Asset Experience

Courtland Partners (9 years); Latin American Specialist

Experience: Tishman Speyer and Trammell Crow

B.A. Cornell University

M.B.A. University of Chicago

Jacqueline Smith

Analyst and Compliance

Associate /

Los Angeles

Investment Due Diligence,

Consulting Support

4 Years of Real Estate and Legal Experience

Courtland Partners (3 years)

B.S. Miami University of Ohio

J.D. University of Miami

Catherine Butler Senior Analyst/ Cleveland Performance Measurement

Reporting

16 Years of Investment Reporting and Accounting Experience


B.A. Miami University of Ohio

M.A. Western Michigan University

Shilpa Manda Analyst/ Cleveland Performance Measurement

Reporting

8 Year of Investment Reporting and Accounting Experience


LanderNorth Asset Management

B.S. Pune University (India)

M.S. Pune University (India)

M.B.A. Cleveland State Univer

*Indicates a member of Courtland’s Investment Committee.


LADWP Additional Team Resources

Name Title/ Office Location Consulting Role Experience

Steve Novick Managing Principal*/

Philadelphia

Strategy Oversight and

Quality Assurance, Lead

Consultant Back-up

38 Years of Real Asset and Investment Experience


Experience: Integrated Resources and Urdang

B.S. Long Island University

C.P.M. Institute of Real Estate Management

Andrew Mitro Vice President*/

Cleveland

Investment Manager

Databases, Due Diligence

Back-up



B.A. The Ohio State University

M.B.A Case Western Reserve University (expected completion May 2018)

Gianluca Romano Managing Director/

London

European Investment Due

Diligence



Experience: Morgan Stanley, ABN AMRO, Vision Consulting, Boston

Venture, KPMG

A.B. Duke University

Masters Miami University of Ohio and University of Amsterdam

Susan Yelin

Director of Performance

Measurement Reporting

/ Cleveland

Performance Measurement

Reporting and

Benchmarking Ad-Hoc

Requests

30 Years of Investment Reporting and Accounting Experience


Experience: Xerox Corporation, Triumph International, Changhwa

Commercial Bank

B.B.A. National Taiwan University

M.B.A. University of Washington

Anthony Fragapane Senior Vice President/

Cleveland

Strategy Development and

Implementation,

Investments Due

Diligence

22+ Years of Investment and Real Asset Experience

Courtland Partners (1 year)

Experience: Farragut Investments, Dana Credit Corporation

B.A. University of Toledo

M.B.A. Bowling Green State University

Mitchell Bolligner Head of Research/

Cleveland

Research, Due Diligence,

and Benchmarking

12 Years of Real Estate and Finance Experience

Courtland Partners (<1 year)

Experience: KBS Realty Advisors and CMBS Advisory

B.S. Virginia Tech

M.B.A. Vanderbilt University

*Indicates a member of Courtland’s Investment Committee.


Courtland has 35 retainer client relationships,

including both discretionary and non-discretionary

relationships.

Over $65 billion of retainer client capital under

advisory as of September 30, 2016.

In addition to the retainer clients, Courtland has

project-based relationships with CalSTRS, CalPERS,

an Asian pension fund, a Finnish pension fund, a

German pension fund, and a number of U.S.-based

pension funds.

Courtland Clients

Public Pension Plans

• CalSTRS

• CalPERS

• New York City Retirement Systems

• North Carolina Retirement Systems

• Washington State Investment Board

• State of Wisconsin Investment Board

• Los Angeles Department of Water and Power

• Pennsylvania Public School Employees’ Ret. System

• West Virginia Investment Management Board

• Illinois State Teachers Retirement System

• Hawaii Employees’ Retirement System

• Texas Municipal Retirement System

Corporate, Healthcare, Foundations, Endowments

• Fortune 100 Fund (Texas)

• Fortune 100 Fund (New Jersey)

• Fortune 500 Fund (Virginia)

Non-U.S. Clients

• French Insurance Company

• Asian Sovereign Fund

• German Pension Fund

• Finnish Pension Fund

• Australian Pension Fund

• Japanese Bank

Representative Client List

44%

27%

29%

Public Pension Fund

Union Pension Fund

Corporate Pension Fund

Retainer Client Breakdown

(number of clients)


Courtland Client Tenure

The following chart displays the length of time each Courtland retainer client has been with the

firm.

Over 28% of the retainer clients have been with the firm for over ten years and over 68% have been

with the firm over five years.

11

14

6

4

0

2

4

6

8

10

12

14

16

0-5 Years 5-10 Years 10-15 Years 15 Years+


Recommended Investment Profile

(Geography)

Allocation Percent

United States 52.5 Bil. 55.4%

Global & International 42.2 Bil. 44.6%

Total $94.7 Bil. 100.0%

Approximately $95 Billion of Investment Activity Since 2000


(Global & International)

Allocation Percent

Global 31.4 Bil. 74.4%

Africa 0.05 Bil. 0.1%

Asia 3.1 Bil. 7.3%

Europe 5.1 Bil. 12.1%

Central and Latin

America 2.6 Bil. 6.2%

Total $42.2 Bil. 100.0%

Investment Experience

U.K.

France

Germany

Italy

Spain

Czech Republic

Poland

Russia

Hungary

Romania

Sweden

Finland

Norway

China

Australia

Singapore

Japan

Bulgaria

Turkey

South Korea

Thailand

Hong Kong

Vietnam

India

Mexico

Brazil

Colombia

Peru

Panama

Chile

Dominican Republic

South Africa

Over $42 Billion of Global & International Investment Experience

Note: Capital recommended as of February 28, 2017. Figures may not total due to rounding.



(Investment Vehicle)

Investment

Capital

Number of

Investments

Closed-End Funds 49.1 Bil. 707

Operating Companies

(REOC) 16.5 Bil. 42

Open-End Funds 11.9 Bil. 148

Separate Accounts 9.7 Bil. 43

Securities 2.9 Bil. 20

Joint Ventures 3.1 Bil. 23

Co-Investments 1.4 Bil. 23

Total $94.7 Bil. 1,006

Real estate equity and debt investment activity across a wide variety of

investment vehicles …

Investment Experience

Apartment

Office

Industrial

Retail

Medical Office

Self-Storage

Student/ Senior/ Single Family

Housing

Agriculture/ Timber

Infrastructure

Manufactured Housing

…in both traditional and non-traditional real estate sectors

Note: Capital recommended as of February 28, 2017. Figures may not total due to rounding.


Courtland Services Summary

Serving as an extension of staff

Developing long-term strategic plans and annual

tactical plans

Constructing real estate and real asset portfolios

Developing and/or reviewing investment policy

statements

Sourcing investment opportunities

Performing investment strategy and operational

due diligence

Recommending investments

Monitoring and reporting on client investment

performance

Conducting trustee and board education

seminars

Completing special assignments

Extensive

Experience and Market Knowledge

Independent, Conflict-Free

Platform

Trusted Advisor

Over $65 billion of assets under

advisement

Over $94 billion of investment

recommendations

30+ employees in Cleveland, London,

Los Angeles, New York, Philadelphia,

and San Francisco

Fiduciary first with no new products

(e.g., fund of funds, co-investment

funds)

20+ years of serving institutional

clients as a trusted fiduciary


Courtland Performance Measurement Team:

• Eight team members

• Firm-wide support

Performance Measurement:

• Calculate investment performance internally on a

quarterly basis, including both time-weighted

returns and IRR calculations at the investment and

portfolio level

• Currently provide approximately 30 customized

quarterly performance reports

• Reports customized based on client preferences

• Reports provide manager fee and benchmark

reviews

Performance Measurement Reporting


Customized Performance Reporting

Courtland Performance Measurement Reporting Capabilities. Courtland has a team of financial

professionals generating approximately 30 performance measurement reports quarterly.

Customized Report Format. Courtland utilizes an Oracle Hyperion Essbase database for performance

measurement reporting. Using this Oracle Hyperion Essbase database allows Courtland to be able to

customize the performance measurement report to the individual needs of each client. The Courtland

performance measurement reports typically cover the following: investment allocation status; portfolio and

investment level dollar-weighted and time-weighted returns; risk guideline compliance review; manager fee

reviews; market conditions update; and individual investment summaries.

Portfolio Benchmarking. The Courtland performance measurement report provides a benchmark review

section, which provides comparisons to client designated benchmarks as well as other comparison

benchmarks, including the $700 billion gross asset value Courtland Partners Index.

Risk Guidelines Compliance. The Courtland performance measurement report provides a detailed

investment policy statement risk guideline compliance assessment including review of the following: sector

exposure, geographic exposure, and leverage.

Fee Review. The Courtland performance measurement report provides a review of the different manager

fees being charged to the client (e.g., management and incentive fees).

Cash Flow Statements. The Courtland performance measurement report provides cash flow statements at

the investment and total portfolio levels. These statements present the actual numbers upon which returns

are calculated.


Courtland Competitive Advantages

Fiduciary Focus. Courtland is focused on being a fiduciary first to clients. The firm does not offer any services or products outside of

real asset investment consulting. As a result, all firm revenues are provided by firm clients. The firm does not accept compensation

from investment managers or other parties that may create potential client conflicts of interest.

Significant Investment Experience. Since 2000, Courtland has advised on over $94 billion in real asset (primarily real estate)

investments globally. Courtland has a reputation for working with clients with larger allocations utilizing many types of investment

vehicles (e.g., real estate operating company “REOCs”). As a result, Courtland has significant experience in assisting clients with a

number of direct investment structures, including separate accounts, REOCs, programmatic joint ventures, and co-investments.

Courtland also has significant experience regarding investment in public REIT securities, including preferred securities and REIT debt.

Real Estate Focus. Courtland began as a real estate advisory firm, which continues to be the firm’s primary focus. Additionally, the

firm has professionals with infrastructure, timber, and agriculture experience.

100% Privately Owned. Courtland is 100% privately owned and has been since inception in 1995. Courtland ownership will expand to

four active employees in the near term. Courtland’s ownership structure allows for the firm to focus exclusively on the consulting

clients and achieving the goals of firm clients without any concerns from shareholders or other ownership groups.

The Courtland Team. Courtland has over 30 employees with diverse backgrounds, including investment management, workout,

valuation, property management, development, legal, accounting, research, and brokerage. Senior firm professionals average over 20

years of real estate (or other real asset) and consulting experience.

Manager/Partner Sourcing. Courtland provides exposure to, and detailed evaluation of, a broad risk/return spectrum of real estate

investment opportunities and managers. Courtland annually has over 500 manager meetings and calls to review new investment

opportunities. Information provided through these meetings and other firm contacts is summarized in the Courtland Manager

Database. In addition, Courtland’s manager exposure provides an additional source of market intelligence beyond the usual research

services.

Asset-Level Focus and Multiple U.S. Locations. The Courtland team incorporates significant asset-level experience within the

senior team and underwrites investments down to the market and asset level. Courtland has senior team members located in major

markets (e.g., New York, San Francisco, London, and Los Angeles) attracting institutional investment.


Courtland Competitive Advantages

Proprietary Tools. Courtland maintains three proprietary databases internally, including one to structure historical performance

information on real asset investment returns going back 40 plus years, as well as other comprehensive databases as summarized below.

• Courtland Partners Index (“CPI”) and Performance Measurement System. The CPI is a self-administered, proprietary database

of approximately $688 billion of real assets (mainly real estate) across 473 active investments, providing both time-weighted and dollar-

weighted gross and net performance returns dating to 1971. The CPI is updated quarterly and its returns are broken out by risk/return

profile (e.g., core, value, and opportunistic), providing the ability to assess client portfolio investments by risk/return level.

Furthermore, the CPI returns can be used to create customized benchmarks by manager, vintage year, geographic region, property

type, and investment type.

• Courtland Manager/Product Database. Courtland’s Manager/Product Database has been developed and maintained by the firm

since inception. It includes manager libraries incorporating RFP responses as well as due diligence, return performance and other

relevant market information, historical reports, marketing presentations, offering memorandums, subscription documents, and market

data.

• Courtland Investment Offerings Database. Courtland also maintains an Investment Offerings Database online, which is linked to

the Courtland website. This database includes over 650 summaries of current and historical potential client investments.

Experience With Large Institutional Investors. Courtland has provided consulting services to a number of large institutional investors,

including an Asian sovereign fund with over $300 billion of total assets, an Australian superannuation fund with over $70 billion of total

assets, a U.S. pension fund with over $100 billion of total assets, a European insurance company with over $450 billion of total assets, and

an Asian bank with over $100 billion of total assets. Courtland recently assisted a large public pension fund with the search and selection

of an investment manager to invest a separate account targeting office investments in New York, Boston, and Washington, D.C. Lastly,

Courtland is currently assisting a German pension fund with the selection of four separate account managers to invest in (i) office/retail,

(ii) multifamily, (iii) industrial, and (iv) niche property types in the United States. Note, Courtland has completed one investment level due

diligence report for NPS regarding the evaluation of a joint venture investment in an office asset in Washington, D.C.

Manager Fee Analysis. Courtland personnel have extensive experience in the analysis of investment manager fees. Courtland has

evaluated manager fee structures and negotiated manager fee agreements on behalf of clients in commingled funds, separate accounts, co-

investments, and REOCs.

Cost Effective Client Service. Courtland has been able to provide a high quality service from highly experienced, seasoned professionals

while keeping fees low for its clients.


Courtland Competitive Advantages - LADWP

Proven Performance. LADWP has exceeded its benchmark of NCREIF + 50bps over the one-year, two-year, three-year, and five-year

periods. While every client’s return goals and risk tolerance varies, Courtland prides itself in reaching and exceeding the performance goals

set by each of its clients.

Current LADWP Real Estate Consultant. Courtland has had the privilege of serving as the real estate consultant for LADWP since

2008. Courtland’s knowledge of LADWP’s real estate portfolio would eliminate any downtime or transition period that may slow the

implementation of LADWP’s real estate portfolio.

Breadth of Engagement. Courtland strives to add value through a full range of real asset consulting services, including:

Strategic and Investment Planning

Market Review

Market Research

Benchmarking

Real Estate Operating Company Evaluations

Performance Measurement and Analysis

Portfolio Monitoring

Transaction Management

Portfolio Reporting Services

Manager/Partner Selection

Investment Due Diligence/Evaluation

Manager/Partner Fee Structuring


II. Investment Philosophy and Portfolio Construction


Real Estate Portfolio Construction

Courtland first determines the role and objectives of the real estate

portfolio as a whole and in the context of the total investment

portfolio. Traditional goals and reasons to invest in real estate are:

− Total Portfolio Diversification

− Current Income Return

− Capital Preservation

− Inflation Hedge

− Economic and Market Diversification

− Attractive Total Return

− Volatility Reduction

After establishing the objectives and goals of the real estate portfolio,

the investment strategy will outline the investment guidelines to be

established to construct a portfolio consistent with the stated

investment objectives.

For this strategy to be effective, it is important that it outlines the longer

term strategic direction for the real estate portfolio while allowing

sufficient flexibility to make certain tactical investment decisions as

warranted by current and anticipated market conditions.



Once the objectives have been agreed, further focus is placed on developing guidelines for the real estate portfolio that

will enable the portfolio to achieve its investment objectives. These guidelines typically include the following:

• Risk/Return Mix. Guidelines set to govern the portfolio risk/return mix. Most importantly, the risk and return

mix selected by investors needs to accurately reflect the role that investors desire real estate to play within their

total investment portfolios.

• Investment Vehicles. Provide a description of the investment vehicles used to implement the real estate

investment allocation.

• Investment Structures. Real estate portfolios may include private, equity and debt investments in real estate. The

strategy will also set the preferred structure exposures with guideline ranges.

• Risk Factor Mitigation. The strategy document provides guidelines and restrictions to define risk exposures

consistent with investor portfolio objectives, including:

− Diversification (e.g., property type, geographic, life cycle, and investment size).

− Leverage

− Investment concentration (e.g., investment manager or fund concentration)

− Investment vehicles

− Liquidity

− Income vs. appreciation mix

− Investor control

− Asset lifestyle (e.g., development, stabilized)

• Benchmarking. Establish an appropriate benchmark for the real estate portfolio consistent with the investment

objectives.



The investment strategy for the real estate portfolio is based first on a top-

down, macroeconomic assessment of factors driving both the domestic

and global economies. This assessment is completed through the

Courtland “house view” market condition presentations and frames our

discussion of the annual strategy.

• Macroeconomic factors addressed in the “house view” include,

but are not limited to:

− Country-specific GDP growth rates

− Total country debt-to-GDP ratios

− Current and forward-looking interest rates and yield curves

− Current and historical currency exchange rates

− Trade flow patterns

− Manufacturing output

− Inflation rates and commodity prices

− Unemployment levels and employment growth rates

• The “house view” also contains an evaluation of the real estate

market conditions, including, but not limited to:

− Vacancy rates

− Cap rates

− Capital flows

− Income yields

− Distress by property type and market

− Availability of debt financing and interest rates



There is an emphasis on diversification when constructing the investment

strategy. Diversification is an important tool in reducing portfolio risk and

accomplishing superior risk-adjusted returns.

While not making investment decisions based solely on diversification

objectives, Courtland will consider the impact of investments on portfolio

diversification, risk, and targeted returns.

This diversification is reviewed across multiple portfolio guidelines,

including:

• Investment strategy risk/return (core, core-plus, value)

• Investment structure (open-end funds, closed-end funds, joint

ventures, co-investments)

• Lifecycle (development, operating)

• Property type (office, apartment, industrial, retail, etc.)

• Geography (Europe, Asia, West U.S., East U.S., South U.S., Midwest

U.S.)

• Capital structure (real estate equity, real estate debt)

• Leverage

• Investment pacing (vintage year diversification)

After developing the strategy, Courtland will work from the bottom-up to

identify specific investment strategies and managers capable of executing

the investment strategies called for in, given the current market conditions.

INVESTMENT AND PORTFOLIO

RISK/RETURN RANGES

Risk/Return

Proposed

Strategy Range

Policy

Range

Core 50%-60% 50%-

100%

Value-Add 25%-30% 0%-40%

Opportunistic 15%-20% 0%-20%


Courtland Risk/Return Spectrum

Return Assumptions: Core: 7%, Value: 12%, Opportunistic 15%; Risk-free rate assumed at 2.5%.

Core Core Plus Value Opportunistic

% of Total Return

from Income 75%+ 50-60% 40-60% 10-20%+

Maximum Leverage Less than 40% 40-55% 50-65% 60%+

Occupancy at

Acquisition 80%+ 70%+ 50%+ 0%+

Investments

Stabilized Class A or B

buildings in good to

excellent condition.

Class A or B

buildings with

vacancy or minor

refurbishment needs.

Undermanaged or

underperforming assets with

appreciation potential

through refurbishment or

repositioning.

Assets with substantial

leasing, development,

entitlement, or

repositioning risk. Also

includes distressed assets.


Courtland Client Risk/Return Exposures

Real Estate Portfolio Risk/Return

Large Public Pensions Core Value Opportunistic Total

LADWP 64.2% 20.5% 15.3% 100.0%

Public Pension #2 83.5% 7.7% 8.8% 100.0%

Public Pension #3 66.7% 12.9% 20.4% 100.0%

Public Pension #4 59.7% 13.9% 26.3% 100.0%

Public Pension #5 19.9% 26.3% 53.7% 100.0%

Public Pension #6 59.5% 28.7% 11.8% 100.0%

Public Pension #7 72.4% 17.3% 10.3% 100.0%

Courtland Partners Index 59.2% 18.7% 22.0% 100.0%

Data as of September 30, 2016.


Investment Vehicle Advantages and Concerns

More Control Less Control

Direct Investing Separate Accounts Pooled Funds

Open-End Funds Closed-End Funds

Structure Advantages Concerns

Private Pooled Funds

(Traditional Open-End

Funds)

Immediate access to nationally diversified core portfolio

Historical return performance Core to Core+ strategy Quarterly Liquidity

Potential illiquidity in down markets Lack of investor control Alignment of interests Reasonableness of values (appraisal-based) Manager/ownership changes

Private Pooled Funds

(Closed-End Funds)

Access to niche strategies Incentive fees align interest with Manager Manager co-investment alongside LPs

Lack of liquidity and control Manager conflicts Investment allocation issues Style creep

Public REITs Liquidity Diversified exposures Access international markets Attractive total return/ Dividend yields

Volatility Stock or real estate? Manager talent Depth of market in certain property types

Private Separate

Accounts/ Co-

Investments

Cost effective management Control of the assets Ability to remove the Partner at any time Retention of experienced management Larger organization with established track

record

Typically not a local Partner (i.e., often a national manager with regional professionals)

Weaker alignment of interests due to minimal, if any, co-investment

Incentive fee based on cash distributions Partner offerings conflicts


Investment Vehicle Advantages and Concerns

More Control Less Control

Direct Investing Separate Accounts Pooled Funds

Open-End Funds Closed-End Funds

Structure Advantages Concerns

Real Estate Operating

Company (Platform

Investment)

Cost effective management Retention of experienced management with

strong local market knowledge and deal access

Strong alignment of interests Ownership/control of REOC Exit flexibility and ability to capture value of

management

Investment staff intensive May be more costly in early stages of

investment Start-up manager risk Limited track record of current entity Limited REOC liquidity

Programmatic Joint

Venture

Cost effective management Retention of experienced management with

strong local market knowledge and deal access

Strong alignment of interests Control of JV assets (not Partner) Reduced start-up risk in comparison to

REOC investment Current organization and track record

No benefit from platform value creation Not the sole source of Partner’s capital Less control over key personnel Relatively less control over assets due to JV

Partner’s co-investment Partner may have competing and/or

conflicting interests (e.g., other JV partner allocations)

Given size of some prospective JV partners, may have less negotiating power regarding fees and JV terms

Secondary

Investments

Potential to buy at a discount Ability to underwrite an established portfolio

Reliance on future cash flows to make return


Courtland Client Investment Structure Diversification

Real Estate Investment Structure

Public Pensions Private Equity Private Debt Public Equity Public Debt Total

LADWP 76.6% 11.5% 9.2% 2.7% 100.0%

Public Pension #2 95.3% 3.4% 1.0% 0.2% 100.0%

Public Pension #3 96.9% 2.3% 0.8% 0.0% 100.0%

Public Pension #4 87.0% 3.3% 9.5% 0.1% 100.0%

Public Pension #5 89.8% 8.9% 0.4% 0.8% 100.0%

Public Pension #6 85.5% 13.8% 0.0% 0.7% 100.0%

Public Pension #7 73.6% 16.5% 9.3% 0.6% 100.0%

Courtland Partners Index 87.8% 5.5% 5.9% 0.8% 100.0%



Geographic and Property Type Diversification

Geographic Diversification

Courtland recommends an overweight to the Eastern and Western regions in the U.S. and smaller

allocations to the Southern and Midwestern regions.

While regional diversification is important, Courtland prefers to review the individual markets of the

investment. Courtland has not established primary/secondary market target ranges with clients to date, but

emphasizes market selection during due diligence.

Courtland’s core fund metrics review tracks market-specific diversification for the NFI-ODCE and other

open-end funds tracked by Courtland.

Property Type Diversification

Property type diversification targets are established with broad guidelines that allow for diversification

minimums while still providing enough flexibility to make tactical shifts given market conditions.

Courtland recommends clients to review/adjust sector targets annually.

Courtland will recommend benchmark over/under-weightings by property type for clients. These

recommendations are based on a number of factors including supply, demand, property-type specific risks,

and demand drivers.

For example, Courtland currently recommends an over-weighting to property types with demographically

based demand drivers. Courtland’s view is that these demand drivers are more recession-resilient and will

provide investors with a more stable income return in the event of a market downturn. These property

types include multifamily housing, industrial, student housing, senior housing, medical office, and self

storage.


Courtland Client Geographic Diversification


Geographic Diversification

Property Type E.N.

Central Mideast Mountain

North

East Pacific Southeast Southwest

W.N.

Central

U.S.

Other Non U.S. Total

LADWP 6.8% 10.7% 5.2% 19.0% 28.6% 8.4% 9.3% 1.3% 0.0% 8.9% 100.0%

Public Pension #2 5.4% 8.0% 3.4% 25.1% 26.6% 14.0% 14.2% 0.8% 0.3% 2.4% 100.0%

Public Pension #3 12.8% 11.7% 8.0% 17.2% 24.7% 10.3% 8.2% 0.4% 0.4% 6.2% 100.0%

Public Pension #4 2.5% 8.1% 3.4% 19.5% 27.5% 12.5% 7.5% 1.0% 4.3% 13.7% 100.0%

Public Pension #5 4.4% 6.2% 3.2% 11.3% 26.5% 15.9% 8.8% 1.5% 6.9% 15.3% 100.0%

Public Pension #6 8.0% 12.7% 6.5% 12.2% 22.3% 16.6% 14.1% 3.8% 0.6% 3.2% 100.0%

Public Pension #7 7.2% 9.4% 6.7% 17.6% 27.3% 9.5% 7.4% 2.2% 2.5% 10.2% 100.0%

Courtland Partners Index 5.8% 8.2% 4.7% 15.2% 24.5% 11.1% 8.4% 1.4% 11.2% 9.5% 100.0%

NPI 7.6% 12.0% 5.8% 21.3% 32.0% 9.4% 10.5% 1.4% 0.0% 0.0% 100.0%

NFI – ODCE 8.2% 9.6% 4.8% 20.7% 35.7% 9.5% 10.1% 1.4% 0.0% 0.0% 100.0%


Courtland Client Property Type Diversification

Property Type Diversification

Property Type Office Industrial Retail Residential Hotel Other Total

LADWP 34.8% 13.2% 16.9% 22.5% 3.3% 9.3% 100.0%

Public Pension #2 29.8% 14.6% 17.0% 26.5% 6.9% 5.2% 100.0%

Public Pension #3 33.7% 5.7% 18.1% 35.4% 5.5% 1.6% 100.0%

Public Pension #4 31.3% 6.6% 15.6% 26.4% 4.4% 15.7% 100.0%

Public Pension #5 21.8% 8.7% 12.7% 23.8% 11.6% 21.3% 100.0%

Public Pension #6 24.4% 15.7% 14.2% 33.4% 7.0% 5.2% 100.0%

Public Pension #7 31.9% 10.8% 16.9% 29.0% 3.5% 7.9% 100.0%

Courtland Partners Index 30.1% 10.8% 17.1% 25.8% 4.9% 11.3% 100.0%

NPI 36.6% 14.1% 23.4% 24.8% 1.0% 0.0% 100.0%

NFI – ODCE 37.6% 14.5% 19.9% 24.1% 0.7% 3.2% 100.0%



Leverage

LADWP LEVERAGE GUIDELINES

RISK LTV RANGE

Core Up to 40%

Value Up to 65%

Opportunistic Up to 75%

Total Real Estate Portfolio Up to 50%

Leverage is a significant risk factor in real estate investing, given the fact that most real estate investments

feature some degree of borrowing and the effect that leverage (both positive and negative) can have on

returns to real estate investments. In some cases, variation in returns can largely be attributed to one’s level

of leverage when compared to peers.

Expected leverage ranges by risk/return categorization are outlined.

Expected portfolio leverage is created based on the real estate portfolio’s risk/return weightings.

Courtland prefers to use leverage ranges to allow investors to tactically increase or decrease leverage, within

limitations, based on current market conditions and opportunity.

While moderate levels of debt are perfectly reasonable, it is important to understand the types of debt that

managers are using. Some managers will take on “fund-level” obligations (other than subscription facilities),

cross-collateralize two or more fund investments, or utilize instruments that require underlying assets to be

“marked-to-market”. Mismatching of debt term to the investment strategy for a particular real estate

investment can also be problematic.


Courtland Client Risk/Return Leverage

Real Estate Portfolio Leverage

Public Pensions Core

Leverage

Value

Leverage

Opportunistic

Leverage

Total

Leverage

LADWP 23.0% 45.5% 54.6% 32.4%

Public Pension #2 29.0% 55.5% 27.0% 30.9%

Public Pension #3 36.7% 39.1% 59.1% 41.6%

Public Pension #4 33.5% 49.2% 38.4% 36.9%

Public Pension #5 30.2% 56.2% 56.4% 40.1%

Public Pension #6 38.5% 57.4% 61.5% 46.7%

Public Pension #7 17.3% 60.2% 59.3% 34.0%

Courtland Partners Index 29.2% 45.0% 47.6% 36.2%



Benchmarking

Desired Characteristics in a Benchmark

• According to the CFA Institute, in order for a benchmark to be valid and effective for measuring a

manager’s performance, it must be:

Market Index Benchmarks

• Based on the risk/return targets, many investors use the NFI-ODCE as their benchmark. Some

clients will also use the NFI-ODCE as the market beta and will use hurdles over the NFI-ODCE to

benchmark their non-core investments.

• Benchmarks Used: Core – NFI-ODCE, NCREIF Property Index (“NPI”), IPD, Courtland

Partners Index; Non-Core – Courtland Partners Index, Cambridge, Preqin, Burgiss Private iQ

Absolute Benchmarks

• Typically benchmarked to a hurdle over a domestic interest rate

• Most often used by investors that seek a significant portion of their overall return from current

distributable income.

• Benchmarks Used: government bond rates, Consumer Price Index, market index income returns;

and public market bond indices

Client Benchmark Strategy

• Courtland recommends benchmarks based on the client’s individual goals and acceptable risks within

the real estate allocation.

• Regional benchmarks are preferred for analysis of regionally targeted investments.

• Customized weighted benchmarks based on risk/return may also be used

• Unambiguous • Measureable

• Investable • Reflecting of Current Investment Opinions

• Appropriate • Specified in Advance


LADWP Benchmarking Relative to Peers


Sample of Peer Public Pension Plans Benchmark

Public Pensions NPI NPI +

50bps

NPI +

100bps NFI-ODCE

Burgiss

Private iQ Blended

LADWP X

Public Pension Fund #2 X



Public Pension Fund #5 X X







Benchmarking – Courtland Partners Index


The Courtland Partners Index incorporates 40+ years of performance data

Includes 477 active investments representing over $700 billion in GAV


U.S. Investment Themes

Strategies and Themes

Build out a more defensive portfolio via the inclusion of income and recession-resistant strategies.

Core equity pricing is competitive as pricing for prime location, high quality assets currently exceeds pre-GFC peak levels.

Selectively consider core-plus opportunities where the manager is focused on going-in yield and lower property cost versus fully valued

core properties.

Consider debt-oriented strategies that are protected by 25%-35% borrower equity in a first loss position.

Seek opportunistic funds that provide liquidity to sectors of the market that are most in need of capital; examples are financial institutions in

need of recapitalized balance sheets.

Retail Industrial Office Multifamily Debt Other

• Focus on necessity-

based retail as

defensive strategy.

• High street retail

pricing has increased

due to favorable urban

lifestyle demographics;

be selective due to

current pricing.

• Selectively consider

class-A malls given

current values;

historically have

provided a consistent

income return resilient

to market downturns.

• Industrial in major

coastal markets has

rebounded in pricing;

be selective given

current valuations.

• Fundamentals continue

to be strong as

companies build out

supply chain

management systems.

• Focus on infill

locations, be selective

in NY/NJ and

Southern California

due to pricing

• Monitor NOI growth

and new supply.

• New supply is coming

to market in select

cities.

• Selectively invest at

steep discounts by

focusing on properties

with significant capital

needs (e.g., leasing

costs or physical

improvements) that

cannot be met under

the existing capital

structure.

• Class B assets in

gateway markets; Class

A assets in other

markets.

• Pricing for prime class

A assets has been

pushed to record highs.

• Focus on urban infill

and development

constrained markets.

• Selectively develop if

yield to cost reasonably

exceeds current market

cap rates.

• Focus on markets that

are not likely to be

negatively affected by

new supply.

• Monitor NOI growth

and new supply.

• Avoid subordinated

portions of capital

structure which do not

provide adequate

control or protection

provisions.

• Exploit inefficiencies in

capital markets by

providing debt on

transitional assets.

• Exploit inefficiencies in

capital markets by

providing liquidity to

distressed capital

structures.

• Evaluate use of

leverage by debt

managers.

• Self storage continues

to remain a fragmented

asset type with many

inefficiencies.

• Senior housing/medical

office to take advantage

of demographics (aging

population, need for

assisted living facilities).

• Student housing: new

products provide better

amenities demanded by

incoming students.


Global Investment Themes

Asia-Pacific Europe Latin America

• Accommodative policies and favorable yield

spreads should continue to provide modestly

attractive returns for income-producing assets.

• In Japan, the yield gap between fixed income

securities and cap rates is driving capital to

income generating assets. Demographics

remain challenging. Opportunities exist

particularly within the office, multifamily, and

hotel sectors.

• China’s growth has created warehouse and

distribution center investment opportunities.

• Income growth and consumer focus has

created the need for select retail throughout

Singapore, Korea, and China.

• Selective investment in the United Kingdom,

given Brexit and mature market.

• Distress investment opportunities in

continental Europe given capital constraints of

banks and governments.

• Italian and Spanish financial institutions may

be the next sellers of distressed assets.

• There is demand for necessity-based retail in

Germany, the Nordics, and Benelux.

• Europe has an aged/under-developed

distribution system; opportunities exist to both

develop and reposition existing industrial

assets.

• Demographics in mature economies will

continue to be challenging.

• Despite the sluggish growth, retail and

industrial may provide a reasonable investment

opportunity, depending on market supply.

• The demand for multifamily and “for sale”

housing remains strong, due to the positive

demographic trends.

• Distress investment opportunities exist given

that financial institutions are under-capitalized,

due to cross-border capital flows.

• While Latin American growth was

disappointing in 2016, opportunities may exist

as vacancies rise and prices decline or remain

flat.

• Favorable demographics may enhance market

conditions in some markets.

Region Specific Strategies and Themes

Brexit may lead to increased opportunities for “distressed” strategies. Strategies which rely upon positive economic fundamentals (e.g., trophy

office buildings) are more difficult to assess at this time.

European value-add and opportunistic strategies provide the more attractive risk/return profile compared to low-yielding core investments.

2016 Asia Pacific GDP growth projected to be over 5% as some commodity-driven economies, such as Australia, face challenges given China’s

slower growth.

Asia Pacific cap rates have compressed, driving down property yields due to negative interest rate policies versus through strong economic

fundamentals.

Much of Latin America remains challenged by slow-to-negative economic growth, albeit the pace and scope vary by country and city.

Brazil remains in a prolonged recession, while Mexico has been quite resilient and tied to the strength of the U.S. economy. Necessity-based

sector (e.g. housing and industrial) investing may be reasonable in the near term.


LADWP Real Estate Portfolio Construction

• Tactical Initiatives - Short-Term Plan

• Continue to focus on income-oriented return investments

• Evaluate defensive opportunities including debt investments across the capital stack and niche

strategies (e.g. self-storage, senior housing, student housing, medical office)

• Selectively allocate to core-plus strategies as favorable risk-adjusted opportunities arise

• Continue to slightly overweight non-core component of portfolio, given market opportunity

set, to opportunistic investments benefitting from market dislocation and income-focused value

add investments

• Evaluate European and Asian opportunities

• Evaluate and monitor core portfolio positions

• Strategic Initiatives - Long-Term Plan

• Exceed benchmark: NCREIF + 50 basis points

• Strategic target: 70/20/10 (core/value/opportunistic)

• Maintain average commitment size of $60-90 million

• Maintain income and preservation of capital focus

• Consider follow-on funds with existing high conviction managers


III. Investment and Due Diligence Process


Courtland Due Diligence Process

Comprehensive due diligence process is comprised of a dual path of investment and operational due diligence

(“ODD”).

Investment due diligence reviews the appropriateness of the strategy given current market conditions.

ODD reviews non-investment risks that may impact the investment.

Investment Due Diligence Operational Due Diligence

Fund investment strategy review

Investment process

Analysis of track record on an absolute and relative basis (peer ranking to funds of similar vintage and risk/return strategy)

Assessment of current market conditions and opportunity set

Review of investment pipeline or seed investments in the fund

Review of fund terms, including, but not limited to, management fees and incentives fees

Review of alignment of interests between investors and manager

Manager stability and assets under management

Operational infrastructure and resources

Valuation policies and procedures

Cash oversight, management, and transfer controls

Technology and systems

Business continuity plans and disaster recovery plans

Legal review (past or ongoing litigation)

Compliance infrastructure (disaster recovery plan, business

continuity plan, code of ethics)


Risk Management and Mitigation – Investment Process

Manager/Partner Selection. Courtland’s selection process has many steps, including the following:

• Preliminary Manager/Partner Databases. Courtland reviews the proprietary manager databases to assess available

offerings consistent with client needs based on risk/return objectives.

• Preliminary Manager/Partner Selection. Select a group of managers/partners for a potential allocation, while

collaborating with the client and client staff, based on preliminary manager/partner evaluations.

• Manager/Partner Due Diligence. Complete comprehensive due diligence of the manager/partner, including DDQ,

manager/partner office interviews, track record assessment, operational due diligence, senior management team and key

person review, strategy evaluation, and other due diligence (e.g., property tours, reference calls).

• Investment Committee Approval. The due diligence report is presented to the Courtland Investment Committee,

which requires unanimous approval to be presented to a client.

Fundamental Research Applied Research

• Sovereign Debt Spreads

• GDP Cycle Analysis

• Monetary Policy

• Fiscal Policy

• Flow of Funds

• Risk Premia

• Employment

• Demographics

• Capital Market Cycles

• Current Valuations

• Sources of Capital

• Leverage Levels

• Supply Factors

• Occupancy Trends

• Variations in Sectors

• Manager Fundraising

Manager Search & Selection



Phase 1

Collect Basic Manager Information

Collect Basic Fund Information

Review Summary Performance

Review Strategy

Review Fund Terms

Initial Manager Meeting or Conference Call

Review Investment Merits

Recommendation for Next Steps

Phase 2

Complete Courtland Due Diligence Questionnaire

Complete Courtland Track Record Questionnaire

On-Site Due Diligence Meeting

Operational Due Diligence Pre- and Post-meeting review

Reference Checks

Phase 3

Complete Investment Committee Memorandum

Investment Committee Approval

Legal Review

Documentation



Phase 1

Collect Basic Manager Information

Collect Basic Fund Information

Review Summary Performance

Review Strategy

Review Fund Terms

Initial Manager Meeting or Conference Call

Review Investment Merits

Recommendation for Next Steps

Online Offerings Database

Individual

Manager

Diligence File

Internal Manager Directory


Manager Sourcing

Courtland compiles and maintains an expansive real asset database of managers and investment

opportunities.

The database houses current and historical offering memoranda and investment information.

Investment opportunities are maintained across core, value, and opportunistic strategies within real estate.

These investment opportunities are sourced through the following activities:

• Host an average 500 manager meetings and calls per year in our offices located in Cleveland, Los

Angeles, and London.

• Participate (many times as a featured speaker) in various real estate industry forums per year such as

NCREIF, NAREIT, PREA, PERE, IREI, and VIP conferences, etc.

• Proactively structure specific investment opportunities to meet the needs of individual clients (e.g.,

working with certain managers to construct a fund strategy that serves the dual needs of our union

clients – job creation and solid risk-adjusted returns).

• Courtland publishes a weekly pipeline report of all meetings that Courtland conducted over the prior

week. This deal pipeline populates our offerings database of funds currently in the market.

The following table displays meetings hosted by Courtland in its offices over the last five years.

Year # of Meetings

2016 388

2015 332

2014 386

2013 350

2012 317


Manager Sourcing

Courtland maintains three databases internally: These databases collectively assist with the investment screening,

due diligence, and evaluation process. Courtland makes all of this data readily available to clients as the data

becomes available.

UN

DE

RW

RIT

ING

S D

AT

AB

AS

E

•Courtland's prior investment recommendations, involving reviews completed on over $94 billion of client investments

•Courtland’s proprietary due diligence questionnaires and reports

•Historical fund offering materials including PPM, legal documents, and marketing materials

IN

VE

ST

ME

NT

PE

RF

OR

MA

NC

E D

AT

AB

AS

E

• Courtland Partners Index incorporating 40+ years of performance data

• 477 active investments representing over $700 billion in GAV

• Client-specific and investment-level questionnaires

• No fees charged for inclusion in the database

INV

ES

TM

EN

T O

FF

ER

ING

S D

AT

AB

AS

E

• Database includes investments for 650+ investments from 500+ managers

• 500+ manager meetings and calls annually

• No fees charged for inclusion in the database

CO

UR

TL

AN

D R

ES

EA

RC

H T

EA

M

• Research library includes market cycle analysis, capital flows, real estate pricing, and geographic data

• Quarterly market overview

• Monthly market observations

• Weekly manager summary

• White paper publications



Phase 2

Complete Courtland Due Diligence Questionnaire

Complete Courtland Track Record Questionnaire

On-Site Due Diligence Meeting

Operational Due Diligence Pre- and Post-meeting Review

Reference Checks

Following a review of basic fund

information and discussions of

investment merits, Courtland requests

the Manager complete a proprietary

investment and operational due

diligence questionnaire.

Questionnaire is reviewed to develop

expanded opinions and conclusions

of the investment opportunity.

During this stage of the due diligence

process, frequent calls are conducted

with the Manager, followed by an on-

site visit to the Manager’s offices.

Due Diligence Questionnaire


Operational Due Diligence

Operational due diligence is a due diligence review of a fund and manager that focuses on operational risks.

These operational risks can be defined most broadly as a fund's non-investment related risks.

The ODD review is intended to provide for a reasonable level of confidence in the processes and infrastructure

of the organization.

Source Investment Opportunity

Phase 1:

Basic Fund Review

Phase 2: Investment

Strategy and ODD Review

Continue Investment

Strategy Due Diligence

Phase 3: Investment

Committee Review and Approval

Source Investment Opportunity

Phase 1 Diligence and Investment Strategy Review

Parallel Track ODD Review

Generate Conclusions on

Operational Infrastructure

Make ODD is performed on a parallel track with Investment Due Diligence


Operational Due Diligence

Common operational risks can include:

o Back office and trade operations

o Fund service providers such as custodians

and auditors

o Cash management

o Valuation policies and practices

o Legal and regulatory compliance

o Information technology and business

continuity

o Conflicts of interest

o Counterparty management

Operational due diligence is performed before

an on-site, including a review of documents

submitted and answers completed in

operational due diligence questionnaire.

On-site review is performed to meet with

professionals and review documents, as

required.

Operational Due Diligence review is concluded with a risk level assessment


Courtland Investment Recommendation

Phase 3

Complete Investment Committee Memorandum

Investment Committee Approval

Legal Review

Documentation

Courtland’s investment recommendation culminates in a review and approval by the Courtland Investment

Committee.

• The Investment Committee is comprised of four senior professionals at Courtland with on average >20 years

of investment experience.

• Members are: Steven Novick, Michael Murphy, Thomas Hester, and Andrew Mitro

• Unanimous approval by the Investment Committee is required for the investment to be formally approved for

each individual client.

Investments are approved on an individual basis and are not added to a “Buy List or Approved List.” Investment

must be a fit for each individual client’s portfolio.

Legal and document review is performed with the client as required.

• Courtland benefits by having three licensed attorneys on staff. Our general counsel, Charlie Manak, is

supported by Michael R. Humphrey and Jacqueline Smith with respect to compliance issues, conflict reviews,

back office evaluations, and other legal matters.


IV. Courtland Research Capabilities


Courtland Research Team

NORTH AMERICA INTERNATIONAL

EUROPE Gianluca Romano

Place of

Birth &

Citizenship

USA

USA and Italy (pending)

Languages Italian, English

Prior

Experience

ABN AMRO Bank,

Morgan Stanley, VISION

Consulting

2016 Due

Diligence

UK, Ireland, Italy

LATIN AMERICA Marc Rivitz

Place of

Birth &

Citizenship

USA

Languages Spanish, Portuguese,

English

Prior

Experience

Tishman Speyer Brazil,

Trammell Crow

2016 Due

Diligence

Brazil, Columbia, Peru,

Uruguay

EQUITY

DEBT

LISTED SECURITIES

TIMBER

AGRICULTURE

INFRASTRUCTURE

PRIMARY

SECONDARY

CO - INVESTMENT

JOINT VENTURE / REOC

SEPARATE ACCOUNTS


Real Estate Education

Courtland has provided clients with real estate education sessions

that have ranged from one hour to multiple days.

Courtland’s education sessions can be customized to discuss the

topics of interest for a particular client.

The typical education session covers a real estate market

overview, real estate asset class overview, review of reasons for

investing in real estate, portfolio construction, risk mitigation, and

manager due diligence.

Source: LaSalle


Traditional Reasons for Investing in Real Estate

Attractive Total Returns Provide an efficient total return over the long term by making

investments with expected returns commensurate to or in excess of

their respective risk levels.

Current Income Focus on current income as a primary return objective.

Capital Preservation Protect investment capital through real estate investments and

investment activities that are designed to, at a minimum, preserve

investment capital.

Inflation Hedge

Allocate to real estate investments that are likely to provide a

reasonable hedge against price inflation.

Portfolio Diversification and

Volatility Reduction

Use real estate to enhance the diversification of the total investment

portfolio given the historical low-to-negative return correlations

between real estate and other asset classes.

Wide Array of Investment

Options

Allocate to investment options from risk/return perspective across

capital structure in which to custom tailor a portfolio which meets

return and volatility objectives.


Courtland Research – Third-Party Data Sources


Top-Down Research Approach

Research Foundation. Courtland’s risk management and mitigation practices are based on ongoing research utilizing

information provided by a number of sources globally.

Quarterly Market Conditions Reports. Courtland completes a global markets review on a quarterly basis that provides a

detailed review of the macroeconomic market conditions by region.

Quarterly Performance Measurement Reports. Courtland provides a brief market conditions update in each quarterly

report, including sector and regional return performance.

Annual Plans. Courtland incorporates a market conditions review alongside the portfolio evaluation and pacing model

sections to enhance the quality of information used in making allocation and planning decisions.

Due Diligence Reports. Courtland has a market conditions section in each report to provide further context for

evaluating the strategy being considered.


Courtland Research – Client Deliverables and Applications

White

Papers

Quarterly Market Conditions Presentations

Market Updates

Weekly Pipeline

Report


Courtland Research – Recent Special Requests and Projects

Courtland receives ad-hoc requests from clients on a regular basis regarding research-

based topics. Examples of recent client requests and provided analysis are listed below:

• Public REIT fund evaluation

• How a public REIT allocation fits into a private real estate portfolio

• Public Market Equivalent analysis

• Evaluation of mezzanine debt or leveraged loan funds

• Evaluation of senior real estate debt funds

• Adjusting for risk of non-traded real estate investments

• Comparing publicly traded REIT investments to private real estate investments

• Foreign currency hedging options


Appendix: Courtland Biographies


Steven Novick, Managing Principal, has 38 years of real estate experience in all aspects of investing from property acquisitions and dispositions to

portfolio construction. Mr. Novick’s experience is both as a direct investor as well as in the capacity of an advisor and consultant. Mr. Novick is the

Chairman of its Investment Committee. Mr. Novick began his real estate career with the United Housing Foundation where he was responsible for

various properties located throughout New York City. He then become a Vice President/ Director of Operations at Integrated Resources, where he

performed both acquisition and asset management services. At Integrated, Mr. Novick was responsible for overseeing their national portfolio of

properties. His responsibilities included establishing operating policies and procedures, developing leasing strategies and implementing national

management operations. Mr. Novick left Integrated to become an Executive Vice President/Partner/Director of Asset Management for Urdang and

Associates Real Estate Advisors. During his 11 years with Urdang, he participated in growing firm assets from 7 to 120 with a total value of $1.5 billion.

Mr. Novick received his B.S. from Long Island University and a C.P.M. from the Institute of Real Estate Management. Mr. Novick is the lead

consultant on a number of Courtland clients.

Michael Murphy, Managing Director, has over 17 years of real estate, investment, due diligence, financial reporting, financial management, audit, and

management experience. His prior experience includes over three years as a financial analyst for a hedge fund, Stark Investments, and a year as a

consultant for Enterprise Development Inc. Mr. Murphy currently serves as the lead consultant for public, corporate, endowment, and union pension

fund accounts. Mr. Murphy’s primary consulting responsibilities include developing client strategy, creating tactical investment plans, completing

investment due diligence, recommending investments, attending client board meetings, conducting research, and assisting with other special projects.

Mr. Murphy has evaluated over $25 billion of real estate investment allocations in both domestic and international markets. Mr. Murphy has also

overseen the management and disposition efforts for direct real estate holdings on behalf of clients. Mr. Murphy serves as Courtland’s Head of Client

Management and as the Manager of the Cleveland office. Mr. Murphy is a member of Courtland’s Management Committee and Courtland’s

Investment Committee. Mr. Murphy assists with the development and implementation of Courtland’s strategic initiatives. In addition, Mr. Murphy is

involved with the development of new relationships and ventures. Mr. Murphy regularly represents Courtland at various industry functions. Mr.

Murphy received his B.S., cum laude, in Business Administration from Marquette University with a concentration in Finance and an M.B.A. with dual

concentrations of Finance and Entrepreneurship from Case Western Reserve University’s Weatherhead School of Management.

Consulting and Research Biographies


Gianluca Romano, Managing Director -- Europe, Courtland Partners, Ltd. Mr. Romano leads Courtland’s efforts in Europe and is a director of the firms

UK subsidiary, Courtland Partners Europe Ltd. In addition to overseeing operations of the London office, he is responsible for advising clients on

their European investments and developing relationships with European institutional investors looking to diversify their investments globally. Mr.

Romano has over 24 years of consulting and investment management experience. He served as a private equity real estate portfolio manager first with a

European asset management company of the Morgan Stanley Real Estate Funds and then with ABN AMRO in its Structured Real Estate Capital

group. In these roles, Mr. Romano managed distressed asset portfolios in Europe with approximately €5 billion in gross book value representing over

€1 billion of invested equity capital. Other prior experience for Mr. Romano includes serving as the COO of Vision Consulting Ltd. in the UK where

he led the firm’s internal restructuring and worked with UK and Irish clients providing services such as the valuation of a UK onshore wind farm and

reviewing the regulatory capital requirements for a UK water company. As an advisor to Boston Venture Partners, LLC in the US, Mr. Romano

developed a joint venture servicing relationship relating to the firm’s real estate opportunity fund and the financial model for the firm’s real estate debt

fund. He was also a Senior Manager with KPMG in the firm’s Milan and New York offices, and held Research Associate positions with the National

Economic Research Associates, Inc., and New Windsor Associates. Mr. Romano earned an A.B. in Mathematics and Economics from Duke

University, holds a Masters in European Integration from the University of Amsterdam, and a Masters in Economics from Miami University where he

was the Charles S. Davis award recipient. He also spent an additional year of graduate study at the London School of Economics concentrating on

microeconomics and industrial organization. He is a native English speaker, fluent in Italian, a dual citizen of the U.S. and Italy, and a London resident.

Thomas Hester, Senior Vice President, joined Courtland Partners, Ltd. in January 2016. Mr. Hester is a senior executive in commercial real estate with

30 years of institutional real estate and capital markets experience. Mr. Hester was the Director of Accounting and Financial Reporting and the Chief

Compliance Officer at Mesa West Capital from 2009-2015, and previously held Principal positions at The McMahan Group and Westwood Consulting

Group, and was a Senior Manager at Kenneth Leventhal & Company/Ernst & Young. Mr. Hester has served public and private investment vehicles

and managers, defined benefit and public pension plans, REIT’s, real estate operating companies and developers, and financial institutions. Mr. Hester

has significant experience in finance and accounting, reporting, fiduciary services, strategic planning, capital structuring, regulatory compliance, and

valuation and feasibility services. Mr. Hester holds a B.S. in Business from San Diego University, and attended the University of California, Los

Angeles, John E. Anderson Graduate School of Management.

Marc Rivitz, Senior Vice President, has over 12 years of real estate investment and development experience. Mr. Rivitz began his real estate career at

Spaulding & Slye Colliers (now Jones Lang LaSalle), where he valued office buildings and development projects with respect to property sales. He also

worked with Tishman Speyer Properties in São Paulo, Brazil, where he developed a business plan analyzing Tishman’s entry strategy into the Brazilian

residential development market. Prior to joining Courtland, Mr. Rivitz worked with the Trammell Crow Company (acquired by CB Richard Ellis) in

Washington, D.C. where he managed their investment sales group which provided valuations and offering memoranda in conjunction with asset

dispositions totaling over $1.0 billion. Mr. Rivitz received his B.A. from Cornell University and an M.B.A. from the University of Chicago.



Andrew Mitro, Vice President, has over eight years of real estate investment experience, all with Courtland and is a member of the Courtland

Investment and Management Committees. Mr. Mitro is responsible for providing client services including, investment policy and strategy creation,

investment due diligence, financial modeling, portfolio oversight and planning, and general support for a number of Courtland clients. In addition to

client responsibilities, Mr. Mitro is the head of investment manager research at Courtland and is responsible for tracking new investment offerings

within Courtland’s investment manager databases. Furthermore, Mr. Mitro is tasked with assisting in firm marketing, including overseeing the request

for proposal (RFP) response team in the Cleveland office. Mr. Mitro received his B.A. from The Ohio State University and is currently pursuing his

Masters of Business Administration degree from the Case Western Reserve University Weatherhead School of Management.

Anthony Fragapane, Senior Vice President, has over 22 years of investment and finance experience. Prior to joining Courtland, Mr. Fragapane worked

on 76 distinct investment or dispositions transactions totaling $7.25 billion with an average size over $95 million. These transactions involved a total of

over 260 real estate assets and 150 non-real estate assets. Projects have taken the form of discretionary commingled fund raising assignments as well as

asset, stock, LLC and partnership/joint venture purchases and sales. Mr. Fragapane acted as principal, issuer advisor, buy-side and sell-side advisor in

transactions involving various types of real estate as well as equipment and project finance assets located in the U.S., U.K., the Netherlands, Canada,

Australia and Japan. He previously served as Vice President of Farragut Investments Inc., Managing Director of Farragut Capital LLC and Vice

President of Dana Commercial Credit Corporation. Mr. Fragapane received his B.B.A. degree, magna cum laude, with a concentration in Finance from

the University of Toledo and an M.B.A. from Bowling Green State University. He also served in the United States Marine Corps Reserve.

Jeremy Goldberg, Senior Vice President, has 20 years of real estate and banking experience. He has knowledge of both private and publicly traded

companies, and is an accomplished real estate finance and investor relations executive. Mr. Goldberg previously led the corporate finance and investor

relations efforts at Associated Estates Realty Corporation, a multifamily REIT. His responsibilities included developing and implementing financial and

capital market strategies, managing sell-side analyst and investor relationships, and assisting in the strategic planning of the company. Mr. Goldberg was

a key member of the management team that worked on the sale of Associated Estates to Brookfield Asset Management. Mr. Goldberg began his career

at Bank of America. He then worked at AmTrust Bank, where he focused on real estate lending. Subsequently, at AmTrust, he led the Consumer

Banking division. Mr. Goldberg holds an MBA in Finance and Entrepreneurship from Case Western Reserve University and a Bachelor Degree in

Literature, Science and the Arts from University of Michigan.



James (Jim) McMillan, Senior Vice President, held a broad range of operating and planning positions with British Petroleum (BP) in their Downstream

business for over 23 years. Mr. McMillan gained extensive oil industry infrastructure knowledge by holding a number of positions over this period,

including Engineering & Construction Manager, Brand Manager, and Strategic Planning Manager. In these positions, he led or participated in the

internal analyses of company infrastructure facilities and related studies, including: “U.S. Energy Balance” study to develop energy and oil price

forecasts, oil industry competitive study to determine how individual company assets might be repositioned in the wake of changing market conditions,

and oversaw the analyses of fuel market product expansion in BP’s markets. Mr. McMillan was also a part of a select team of individuals that led an

infrastructure analysis of BP’s global Downstream business in response to difficult market conditions which resulted in significant asset repositioning

for BP globally. As a specific result of this study and based in London, he led an initiative to value BP’s global retail real estate investments to

determine where best to invest and/or divest in the various global markets BP competed in, resulting in a $1.0 billion asset repositioning program. Jim

also has managed several multi-million dollar projects for BP: Sohio/Gulf rebranding/reimaging to BP ($230 million), BP’s U.S. Downstream ERP

replacement project ($55 million), as well as rolled out major new products as Brand Manager. As part of Courtland, Jim has been involved in

underwriting two significant OECD infrastructure investments as well as provided prudent person opinions on major investments in overseas ports, a

U.S. wind farm, a U.S. solar plant, a U.S. natural gas fired power plant, Australian electrical transmission network, the refinancing of a group of U.S.

power plants, and bulk terminals. Mr. McMillan graduated summa cum laude with his B.A. from Adrian College, majoring in Business Administration and

Mathematics.

Mitchell Bollinger, Vice President Real Assets Research, has 12 years of real estate and finance experience and previously worked as an engineer for 7

years. Previously Mr. Bollinger started a private real estate advisory firm called Magnolia Realty Advisors which launched a private investment fund that

invested in publicly traded REITs based upon Mr. Bollinger’s proprietary research. Prior to Magnolia, he was with KBS Realty Advisors in Atlanta, GA

for 5 years where he asset managed a portfolio of commercial real estate valued at approximately $1B. From 2004 to 2008 he was a consultant to the

CMBS industry in New York City, supporting clients including Merrill Lynch and Bear Stearns. He earned an MBA from Vanderbilt University and a

BS in Industrial Engineering from Virginia Tech.

Jacqueline Smith, Analyst and Compliance Associate, has four years of real estate, legal, and investment experience. At Courtland, Ms. Smith is

responsible for providing client services and investment due diligence. Previously Ms. Smith worked as an attorney at a law firm in Cleveland, where

she was responsible for researching and drafting pleadings, discovery, and motions in commercial litigation and labor employment matters. During law

school, she clerked at a civil litigation firm in Miami, where she researched and drafted legal memoranda, and also interned at University of Miami’s

Investor Rights Clinic, where she represented investors in securities arbitration claims. Ms. Smith holds a B.S. in Finance from Miami University of

Ohio and a J.D., magna cum laude, from University of Miami School of Law. Ms. Smith is a member of the Ohio Bar.



Kirby Freeman, Consultant, has over 25 years of financial and credit experience. Mr. Freeman began his career working as an Associate Director of

Public Finance for Standard and Poor’s Corp. in New York. While with Standard and Poor’s Corp., Mr. Freeman was responsible for analyzing the

creditworthiness of debt issued by local governments in a number of states. He then worked for KeyBank as a Senior Vice President responsible for a

team of loan underwriters analyzing potential loans on behalf of KeyBank’s Public Sector team. While at KeyBank, Mr. Freeman developed and

implemented credit criteria standards and procedures for the public sector loan portfolio. After working with KeyBank, Mr. Freeman joined

Huntington National Bank as a Vice President. At Huntington National Bank, Mr. Freeman was responsible for managing banking credit risks by

analyzing micro- and macroeconomic trends and approving loans. Most recently, Mr. Freeman was the Director of Development for the city of

Canton, OH. Mr. Freeman holds a B.A., cum laude, in Print Journalism from Howard University and an M.B.A. in Finance from the New York

University, Leonard N. Stern School of Business.

Robert “Bo” Rodgers, Senior Consultant, has over 36 years of real estate, banking and legal experience. In 1984, Mr. Rodgers was a founding principal

of Devon Properties (“Devon”), a private real estate investment and management company acting on behalf of European investors. Headquartered in

New York City, Devon invested throughout the United States and Canada in a broad variety of property types, sizes and locations. Devon invested in

office, retail, industrial, multi-family and residential land, and its investments ranged across the entire core, value-added, opportunistic and development

risk/reward spectrum. Mr. Rodgers’ principal responsibilities at Devon, in addition to being President and CEO, included investment strategy,

acquisitions, major financing and reporting to investors. The entire Devon portfolio was liquidated over the years of 2004 – 2006. Prior to Devon, Mr.

Rodgers was a Vice President at J.P. Morgan, where he worked in the real estate investment banking group; a Vice President at Lehman Brothers.,

where he worked on asset-backed financing, including real estate; and a legal associate in the New York office of Dewey Ballantine. Mr. Rodgers holds

a B.A. degree, magna cum laude, from Yale University and a J.D. from Harvard Law School.

Justin Thibault, CFA, AAMS®, Senior Analyst, has over five years in the financial industry. Prior to joining Courtland Partners, he was employed with

Charles Schwab & Co., Inc. as a senior consultant and high net worth broker in the firm's Pinnacle division, dedicated to a group of affluent clientele in

New York and the Midwest. While at Charles Schwab, Mr. Thibault provided clients with an array of portfolio and investment services, including:

equity and option trading strategies, entering and exiting large concentrated positions, portfolio performance evaluation, and risk/reward analysis. He

was also awarded the firms selective key contributor award. At Courtland Partners, Mr. Thibault is responsible for real estate performance monitoring,

reconciling data, and preparing performance measurement reports for institutional investors. Mr. Thibault holds a B.S. in Financial Management from

Indiana University. Mr. Thibault is a CFA charterholder and a member of the CFA Society of Cleveland. He has passed all three levels of the CFA

Exams on the first attempt in three consecutive years. Mr. Thibault also possesses the Accredited Asset Management Specialist, AAMS® designation.

Michael R. Humphrey, Analyst and Compliance Associate, joined Courtland Partners, Ltd. in 2015. At Courtland, Mr. Humphrey is responsible for

providing client services including, investment due diligence and analysis. During law school, Mr. Humphrey worked as a law clerk with firms in

Cleveland and North Carolina, where he was responsible for researching and drafting pleadings, motions, and memoranda regarding corporate law,

immigration, real estate, insurance issues, and corporate mergers and acquisitions. Mr. Humphrey holds a J.D., cum laude, from the University of

North Carolina School of Law at Chapel Hill and a B.A. from Washington and Lee University.



Susan Yelin, Director of PMR Database, has over 30 years of finance and accounting experience. She started her career with Changhwa Commercial Bank based

in Taiwan. Other positions included Corporate Treasurer of Collins Co., Ltd. and VP Controller of Triumph Int’l, both in international trade and distribution

business. She was also a Financial/Accounting Analyst of Xerox Corporation's management information systems for the developing market transfer pricing

and the consolidation corporate accounting. Ms. Yelin is responsible for performance measurement reporting and database management. Ms. Yelin received

her B.B.A. from National Taiwan University and M.B.A. from University of Washington with concentration in Finance and Management Information

Systems.

Catherine Butler, Senior Analyst, has over 15 years of real estate consulting experience, primarily in performance measurement and reporting. Ms. Butler is

responsible for overseeing client accounting, performance measurement, financial statement reconciliation, benchmarking and other accounting and reporting

duties. Ms. Butler received her B.A. in Anthropology from Miami University of Ohio and an M.A. in Anthropology from Western Michigan University.

Angie Taylor, Analyst, has over 15 years of finance and accounting experience. Her most recent experience has been in the non-profit arena working as an

Accountant for Goodwill of North Georgia and as a Project /Grant Accountant for Axios Foundation. Ms. Taylor is responsible for performance

measurement reporting and other reporting duties. Ms. Taylor received her B.S. in Accounting from David N Myers College, M.B.A. from Keller School of

Management and her J.D. from Cleveland Marshall College of Law.

Shilpa Manda, Analyst, has over eight years of financial industry experience. Most recently, she was employed at ProEd Communications, where she was a

finance analyst. Her responsibilities included analyzing project budget estimates, contract approvals and client account related issues. Prior to ProEd

Communications, she worked at LanderNorth Asset Management. Ms. Manda received her B.S. and M.S. in Science from Pune University, India. Her second

Master's degree is an M.B.A in Finance, Cleveland State University.

Grant Palmer, Analyst, has over four years of experience in finance and accounting fields. Prior to Courtland Partners, he was employed with Glenmede Trust

Company as a relationship management associate. At Glenmede, he managed high net worth client asset allocations, reviewed manager performance, and

produced reporting materials. At Courtland Partners, Mr. Palmer is responsible for monitoring real estate investment performance, reviewing and reconciling

data from managers, and reporting to institutional investors.

Claude Palaganas Analyst, was an intern at Courtland during the summer of 2015. Mr. Palaganas is responsible for database management, performance

measurement reporting, and other reporting duties. Mr. Palaganas received his A.A.B. in Financial Services from Lorain County Community College and is

currently pursuing a bachelor's degree at Cleveland State University.

Brian Craighead, Analyst, joined Courtland Partners, Ltd. In 2016. He has spent time abroad in London, Paris, and Seoul gaining both perspective and

insight. Through his degree from the University of Dayton, he has exposure to economic research, international business practices, and economic modeling.

At Courtland, Mr. Craighead is responsible for monitoring real estate investment performance, validating data fund investment data, and reporting to

institutional investors.

Performance Measurement Reporting Biographies


Charles Manak, General Counsel and Chief Compliance Officer, has experience working with private equity funds and companies investing in infrastructure

projects and real estate in European emerging markets. While Charles was a Senior Associate at Linklaters, he created and led Linklaters Central

European private equity practice group. While at Linklaters, Charles also was lead counsel to Honeywell International, Inc. and the Impression Group

in their respective European acquisitions and cross-border due diligence exercises in Central and Eastern Europe. Among other things, Charles has

structured European leveraged buy-outs, real estate investment vehicles and international joint ventures in Russia, Turkey, the Czech Republic, Poland,

Hungary, and Romania. Prior to joining Linklaters, Charles was General Counsel to an International Finance Corporation and Bank of Austria

sponsored private equity fund known as Central European Telecom Investments, LP managed in Guernsey, the Channel Islands. Charles holds a B.A.

in Economics from Wittenberg University, a J.D. from Case Western Reserve Law School and has spoken at a number of private equity seminars in

Prague, Budapest, and Bucharest.

Dan Wolnik, CPA, Director of Finance, has over 20 years of real estate experience in accounting, financial reporting, property management, and systems

experience. Prior to joining Courtland, Mr. Wolnik worked with Forest City Enterprises, a $10 billion public real estate operating company, as an

employee and consultant. While at Forest City Mr. Wolnik was the Director of Internal Reporting – Corporate Controller Group. Recent projects

completed included integrating a Strategic Enterprise Management - Business Planning and Simulation system. Prior positions held include Controller

of The Mid-America Management Corporation, a private $500 million real estate owner and manager where he was responsible for corporate policy

and procedure. Additionally, Mr. Wolnik worked in the Assurance and Business Advisory Services group at PriceWaterhouseCoopers and served as a

controller with a privately held real estate development and property management firm. Mr. Wolnik received his M.B.A. in Finance from Case Western

Reserve University and B.B.A. in Accounting from Cleveland State University. He has been an active Ohio CPA since 1994. He is a member of The

Ohio Society of CPAs and American Institute of CPAs.

Amy Stone, CPA, Fund of Funds Accountant, has over 16 years of experience in asset management and accounting. At Courtland, Mrs. Stone is

responsible for the Fund of Funds reporting and operations. She has previous experience on the investment team at Parkwood Corporation and as the

controller at FTN Equity Capital Markets.

Patricia Kleve, Controller and Director of HR, has over 17 years of real estate and accounting experience. Ms. Kleve is responsible for Courtland's internal

accounting and Human Resources. She has previous experience as the C.O.O. of The Townsend Group. Ms. Kleve received her B.S. in Business

Administration from Baldwin Wallace College in Ohio.

Accounting and Legal Biographies

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