REQUEST FOR PROPOSALFOR

REAL ESTATE MANAGEMENT SERVICES

KAY IVEYSTATE TREASURER OF ALABAMA

THE PREPAID AFFORDABLE COLLEGE TUITION (PACT) TRUST FUND

Release Date September 8, 2008Proposal Due Date: September 26, 2008

1. Overview. This Request for Proposal (RFP) has been issued by State Treasurer Kay Ivey (Treasurer), at the direction of the Prepaid Affordable College Tuition (PACT) Trust Fund Board of Directors (Board). The Treasurer solicits proposals from qualified professional firms interested in providing core real estate management services (“the Manager”) to the Prepaid Affordable College Tuition (“PACT”) Trust Fund.

Candidate firms should have expertise in managing diversified core real estate portfolios. The goal is to identify managers with a proven record of performance who manage core open end real estate commingled funds. This Request for Proposals (hereinafter “RFP”) is issued in accordance with the requirements of Section 41-16-72(4), Code of Alabama (1975). This RFP is not an offer to contract but seeks the submission of proposals from qualified, professional firms that may form the basis for negotiation of an Investment Management Agreement with one or more Investment Managers. The Board reserves the right to reject any or all proposals and to solicit additional proposals if that is determined to be in the best interest of the Alabama PACT Trust Fund.

The Alabama PACT Trust Fund’s Investment Consultant, Callan Associates, will be receiving and analyzing all responses from this manager search. All candidate firms must also have their information in the Callan manager database. There is no charge associated with this process. Please contact Matt Schmelzer at 415-291-4133 to receive information about this process.

It is the intent of the Board to do business with Alabama firms that pay Alabama taxes and employ Alabama citizens. When all factors are equal, corporations located in Alabama will be given preference.

The Treasurer shall post the RFP on the treasury website www.treasury.alabama.gov

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2. History of the PACT Program.

PACT is a qualified 529 prepaid college tuition savings program. Prepaid contracts are sold to purchasers to pay in advance college tuition and qualified fees for beneficiaries. The PACT Trust Fund holds the program assets which include payments made by purchasers, and earnings.

The PACT Trust Fund has assets, as of June 30, 2008, of approximately $678 million. There currently is no allocation to real estate investments. It is expected that two real estate managers will be selected to each run a portfolio of approximately $30 million. Callan Associates assists the PACT Board with asset allocation, investment policy and manager selection and monitoring.

Information about the PACT program, including the current Investment Policy and Manager Guidelines, is available at the Treasurer’s website which is www.treasury.alabama.gov.

3. Minimum Qualifications.

In order to be considered for selection, Exhibit C should be included in the proposal as docu-mented proof that the following minimum qualifications listed below are met. The Respon-dent has a continuing obligation to disclose information throughout the RFP process should any qualifications or situations change that might render the Respondent as an unqualified candidate.

Company is duly registered with the Securities & Exchange Commission pursuant to the Investment Advisors Act of 1940, as amended, and the registration is current.

Company selected shall qualify with the Secretary of State to conduct business in the State of Alabama and must keep current. (To download the form for a “Certificate of Existence”, access www.sos.state.al.us, corporations division, or call 334-242-5324 to request the form.)

The portfolio manager assigned to the account has managed real estate portfolios for at least five (5) years, as of June 30, 2008.

Company has managed real estate portfolios for at least five (5) years, as of June 30, 2008.

Company does manage at least $1,000,000,000 in real estate portfolios as of June 30, 2008.

Company and its personnel have all authorizations, permits, licenses, and certifications as may be required under federal, state or local law to perform the services specified in this RFP at the time it submits a response to the RFP.

Company will carry errors and omissions insurance or comparable instrument to cover negligent acts or omissions.

Company does comply with all applicable Global Investment Performance Standards (GIPS).

Company maintains sufficient procedures and capabilities to ensure the timely and accurate backup and full recovery for all computers and other data storage systems related to the PACT account.

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Company has a company policy and practice of equal employment opportunity and non-discrimination based on race, creed or gender

.4. Scope of Services

(a) The Manager shall invest the assets in a diversified core real estate commingled fund. It is expected that the initial funding will be approximately $30 million. The Board shall establish the portion of assets to be managed and may, from time-to-time, change such portions.

(b) The Manager shall have independent discretionary authority with respect to the investment of that portion of the assets managed by the Manager, subject to the Code of Alabama, Investment Guidelines and such other written limitations as the Board may impose upon the Manager. A copy of the Investment Guidelines is available at www.treasury.alabama.gov. If the respondent opposes any language in the guidelines, this should be addressed in the proposal.

(c) The Manager shall provide reporting, to include quarterly valuation, quarterly performance reports, and significant changes in corporate structure, and other data to the Consultant.

(d) The Manager shall document all investment transactions with the Custodian in accord with usual and customary standards of practice, and confirm all executed transactions for custodial account records. The current custodian is Bank of New York.

5. Fees

Managers shall be entitled to receive quarterly compensation. Fees shall be payable based upon the fair market value on the last business day of each quarter as reported by the PACT Trust Fund Custodian. The proposal must state the fees charged for this service assuming a $30 million mandate.

Any charge for services not addressed in the Statement of Fees in your proposal will not be al-lowed during the course of the contract. Fees will not increase during the term of the contract.

6. Proposal Required Information.

Proposals should be as thorough and detailed as possible so that your capabilities to provide the required services can be properly evaluated.

To be considered, responses to this RFP must include: (1) Exhibit A, Proposal, (2) Exhibit B, Statement of Fees; (3) Exhibit C, Minimum Qualifications; and (4) Disclosure Statement. All proposals submitted in response to this RFP must include one original and completed Disclosure Statement as required by Section 41-16-80, et seq., Code of Alabama (1975). Copies of the Disclosure Statement, and information, may be downloaded from the Alabama Attorney General’s web site at www.ago.state.al.us/ag_items.cfm.

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7. Submission of Proposals.

Proposals must be received at the following address no later than the close of business on. Provide the original plus two(2) copies.

Attention: Annoesjka West Callan Associates 200 Park Avenue

Suite 230 Florham Park, NJ 07932

All questions concerning this RFP should be directed to Annoesjka West at Callan Associates as follows:Phone: 973-593-8050Email: west@callan.com

Submission Deadline. It is the responsibility of the Respondent to ensure that its proposal is timely delivered and received by Callan on or before 5:00 p.m. on September 26, 2008. Callan will not consider proposals received after the date and time specified herein. Callan assumes no responsibility for late delivery by the U.S. Mail, a commercial courier service, or any other method of delivery selected by the Respondent.

Questions and Inquiries. The sole point of contact for purposes of this RFP is Annoesjka West. Any questions or inquiries should be directed to her. Any oral communications shall be considered unofficial and nonbinding on the State.

Discussions initiated by the Respondent with Treasury staff concerning this RFP prior to contract award may be grounds for elimination from the selection process.

Rejection of all Proposals. The Board reserves the right to reject any or all proposals and/or to solicit additional proposals if that is determined to be fiscally advantageous to the State or otherwise in its best interests.

8. Efforts to Influence Selection Process Prohibited

The integrity of the Request for Proposals process is of primary importance and will not be compromised. Any written or oral communications beyond the RFP Response made by responders, or others on their behalf, whether paid or unpaid, to influence the selection process, from the time the RFP is issued through its conclusion, made directly or indirectly to the Treasurer, Board members or Treasury staff will be grounds for immediate elimination from the selection process. Annoesjka West is the sole point of contact.

9. Evaluation and Selection.

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All proposals timely received will be reviewed and evaluated by the Investment Consultant. The Consultant will recommend proposals to the Investment Committee that most closely meet the requirements of the RFP.

After the review and evaluation of the proposals, the Board may conduct interviews. Finalists chosen for interviews, if necessary, will be notified. The Board reserves the right to request a best and final offer for fees from finalists.

The Board will select the Manager(s) the Board determines, in their sole discretion, to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors, including fees, to best meet the needs of the PACT Trust Fund. All proposals received in response to this RFP may be rejected and the Board may solicit additional proposals.

Upon identification of the selected Manager, if any, the Board may initiate negotiations for contract terms and conditions. The contract will incorporate reference to the requirements of the RFP and the Manager’s proposal as negotiated.

10. Agreement.

All duties of the Manager shall be set forth in a contract agreement between the Manager’s and the Board. It is expected the term of the contract will be for a five year period. The contract will incorporate reference to the requirements of the RFP and the Manager’s proposal as negotiated.

State law prohibits the Board from agreeing to (1) indemnify the Manager; (2) waive the right for jury trial; (3) grant a security interest; or (4) binding arbitration. Additionally, it is mandatory that Alabama laws apply to the performance of the contract and that jurisdiction and venue be in Montgomery, Alabama for state and federal courts.

11. Public Information

All responses received will be subject to the Alabama Open Records Act, §36-12-40, Code of Alabama and may be subject to public disclosure upon request. The Open Records Act is remedial and should therefore be liberally construed in favor of the public. The Alabama Trade Secrets Act is §8-27-1 through §8-27-6, Code of Alabama. Responders are cautioned to be familiar with these statutes. The burden is on the one asserting the trade secret to show that the information sought to be protected meets the definition of a Trade Secret as defined in the Act.

Any RFP response submitted that contains confidential, trade secrets or proprietary commercial information must be conspicuously marked on the outside as containing confidential information, and each page upon which confidential information appears must be conspicuously marked as such. Identification of the entire Proposal as confidential is not acceptable unless the Firm enumerates the specific grounds or applicable laws which support

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treatment of the entire material as protected from disclosure according to the foregoing statutes or other applicable Alabama law.

The owner of the confidential information shall indemnify and hold the State of Alabama, the State Treasurer, and Treasury staff harmless from all costs or expenses, including but not limited to attorney fees and expenses related to litigation concerning disclosure of said information and documents.

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Exhibit AProposal

2.1 CORPORATE INFORMATION

A. Corporate Information

Provide an overview of your firm, including the following:Corporate profile, including the financial condition of the firm, overall business objectives, strategic plans for growth, and ownership structure. Are there any changes pending in this profile?;1. Information on all “related” or “affiliated” firms;2. If your firm is an affiliate/subsidiary of a larger organization or a joint venture partner

with another organization, describe the method of communication and quality control between the two organizations. Define the specific responsibilities of each of the parties.

3. List all office locations and the functions performed at each location; 4. List all investment management services offered by the firm (i.e. Domestic Equity,

International Equity, Domestic Fixed Income, etc). When did the firm begin managing real estate commingled funds? Does the firm provide any other product or service other than portfolio management? Please list.

5. Provide details of any past or pending litigation relating to your firm, individual personnel, or to the management of client assets.

6. Provide details of any SEC, state regulatory, self-regulatory organization, or professional organization action taken against your firm or any of its owners, principals, or personnel.

7. Provide details of all SEC fidelity bonds, errors and omissions coverage, and any other fiduciary insurance, which your firm carries.

8. Describe all arrangements or understandings (written or oral) between your firm and any advisor, broker, law firm, or other individual or entity in connection with the solicitation or referral of clients between the firms.

9. Describe any conflicts of interest your firm may have in the management of this account.10. Provide details of any claims, disputes, litigation or other legal proceedings where your

firm is involved with the State of Alabama or any of its agencies, or has been involved, in the three preceding years.

B. Personnel

1. Attach an organizational chart and biographies of key personnel assigned to this account, including length of experience and expected retention. Key personnel includes investment officers, portfolio managers, and analysts.

2. Complete the following chart:

FirmTotal

Breakdown by office location

Total Full-time Employees

Portfolio ManagersResearch Analysts

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AcquisitionsDispositionsAsset ManagementProperty ManagementLeasingLegalAccounting/FinancialClient Servicing/MarketingIT (Technology)Senior ManagementOtherTOTAL

3. Provide the number of key employees added/lost over the last 3 years and explain any departures.

#Added #Lost # Real Estate Employees(added/lost)

2008 /2007 /2006 /

C. Clients

1. Please provide the organization name, address, contact name and phone number of at least three U.S. tax-exempt clients invested in the proposed product.

2. Please provide 3 U.S. tax exempt plan sponsors that terminated your firm’s proposed commingled fund.

2.2 INVESTMENT OPERATIONS/ASSETS MANAGEMENT.

1. Investment management services offered as of 6/30/08. The total should represent all strategies and include all assets under management: (Complete all that apply)

Discretionary Separate Accounts

Non-Discretionary Separate Accounts Commingled Funds Total

# of accts.

Market Value ($mm)

# of accts.

Market Value ($mm) # of accts.

Market Value ($mm) # of accts.

Market Value ($mm)

Gross Net Gross Net Gross Net Gross Net200820072006 20052004

Please include the following information for the firm’s commingled funds currently under management.

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Name of Fund $ Gross

Size Open or Closed-end Investment Strategy Date FormedLegalLife

2. Please indicate the number of Open-end vs. Close-end Commingled funds your firm has under management as of 6/30/08.

Number Gross Market Value ($mm)Open-end Commingled FundsClose-end Commingled FundsTotals

3.Provide a breakdown of all SEPARATELY- MANAGED TAX EXEMPT ACCOUNTS under management as of 6/30/08.

Total FirmNumber Gross Market Value ($mm)

Employee-Benefit Funds Corporate Multi-Employer PublicEndowments & FoundationsOther:Total Accounts

4. Provide a breakdown of all COMMINGLED FUNDED TAX-EXEMPT ACCOUNTS under management as of 6/30/08.

Total FirmNumber Gross Market Value ($mm)

Employee-Benefit Funds Corporate Multi-Employer PublicEndowments & FoundationsOther:Total Accounts

5.Provide a list of investors that have allocated money to the fund in the past year (6/30/07 through 6/30/08). If you cannot disclose the investor’s name, please state as Public Fund

A or Corporate Plan B, etc…

Name of Investor New/Existing Amount Quarter/Year

6. Provide a list of investors that have exited the fund in the past year (6/30/07 through 6/30/08). If you cannot disclose the investor’s name, please state as Public Fund A or Corporate Plan B, etc…Do not include investors that receive quarterly income withdrawals.

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Name of Investor Amount Reason for Redemption Quarter/Year

2.3. PROPOSED OPEN-END COMMINGLED FUND (S)

For the responding commingled fund please complete all parts this section. If you are proposing more than one commingled fund, please complete an entire section 2.3 for each proposed fund.

1. Manager:

2. Fund Name:

3. Investment Strategy of Fund: please write a short paragraph explaining the strategy of the Fund.

4. Minimum Investment (If applicable): $_________

5. Investment Vehicle:

Reit (Private) Reit (Public)

Limited Partnership Group Trust Insurance Company Separate Account Other (Please Specify)

_6. Fund Statistics ($ Millions):

Commitment Size of Fund $   Entitiy Level Investments $Gross Market Value $   Joint Ventures $

Gross Market Value less JV Partners Interest $   Portfolio Debt/Rate $ / %Net Market Value $   Property Debt $

Net Market Value less JV Partners Interest $   Inception Date  Cash & Short-term Investments $   Number of Participants  Uninvested Commitments $   Number of Investments  Return Target - Nominal %   Avg. Annual Asset Turnover Ratio  Return Target - Real %   % Ownership of Five Largest Participants  Income Return Target %  

Since Inception Return Gross %

Net %

7. For each section below, please indicate what percentage of the given categories are representative of the gross market value (excluding JV partners interest) for this fund’s assets. Each section should total 100% and dollars are in millions. Also, please note the average physical age of the property type category and how many years on average the properties have been in the fund.

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Section A: PROPERTY TYPE

Suburban OfficeAge of Prop.

Yrs. In Fund Retail

Age of Prop.

Yrs. In Fund

High Rise % $ Super-Regional Mall % $Mid Rise % $ Regional Mall % $Low Rise % $ Community Shopping Center % $

Neighborhood Shopping Center

% $

CBD Office Convenience Center % $High Rise % $ Strip Commercial

Development% $

Mid Rise % $ Outlet/Off-Price Center % $Low Rise % $ Retail Total % $Office Total % $

IndustrialApartments Multi-Tenant Business Park % $Garden % $ Warehouse/Distribution % $High Rise % $ Research & Development % $Apartments Total % $ Industrial Total % $

Land HospitalityUnimproved % $ Hotel % $Timber % $ Motel % $Agriculture % $ Resort % $Land Total % $ Hospitality Total % $

Other Total % $

Section B: GEOGRAPHIC REGION

East WestNortheast % $ Pacific % $Mideast % $ Mountain % $

Midwest SouthEast N. Central % $ Southeast % $West N. Central % $ Southwest % $

OtherCanada % $Non-U.S. % $

Section C: GROSS ASSET VALUE (in millions) OF THE INVESTMENTS IN THE FUND (i.e. if the fund has a 50% interest in a $150 million asset that investment should be included in the $100 - $150 million category. Similarly, if the fund has a $100 million investment in five different assets, each asset should be assigned a value, if they can be individually marketed.)

<$1 % $ $20-$50 % $$1-$5 % $ $50-$100 % $$5-$10 % $ $100-150 % $$10-$20 % $ >$150 % $

Section D: INVESTMENT LIFE CYCLES STAGES

Pre-Development % $ Fully/Substantially Leased (>80%) % $Development % $ Rehabilitation % $Leasing % $ Forward Commitments % $

Other (Explain) % $

Section E: INVESTMENT FINANCIAL STRUCTURES

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Unleveraged Equity Ownership % $Leveraged Equity Ownership % $Equity/Mortgage Combination % $Hybrid Debt % $Purchase Options % $Convertible Debt % $Conventional Mortgage % $Mezzanine Debt % $Other (Explain) % $

Section F: PROPERTY LIST

Please include a list of all properties in the fund as of 6/30/08 and include: name of property, location (city, state), property type, acquisition price, acquisition year, equity ownership percentage, leverage amount (if any), debt rate, occupancy %, square footage or units (if multi-family), current market value, implied cap rate, last year NOI, year over year NOI growth, date of last external appraisal, date of next external appraisal, year built/renovated (renovations greater than 10% of value), and whether property management is internal or external to the firm.

8. Please provide a summary of your investment strategy, term structure, private placement memorandum, as well as any general marketing materials you may have for this fund.

9. List all key investment personnel who are involved in the fund’s investment decision-making process. Highlight the person(s) who are responsible for the fund. In one table include their name; title; product responsibility; location; years of real estate investment experience, years of this particular real estate strategy experience; total years with firm; and total investment experience overall.

Name Title 1 2 3 4 5 6

Key:

1 = Product Responsibility (Number of Funds Managed: C = Open-End Commingled, S = Separately Managed Accounts)2 = Location3 = Years of real estate investment experience4 = Years of core real estate strategy experience5 = Total years with firm, includes years with predecessor organization6 = Total investment experience overall

10. List in detail the proposed fund’s portfolio manager’s other duties and accounts, if any. Please state the date that the portfolio manager began primary portfolio management duties with the fund. Also discuss in detail the portfolio manager’s compensation structure as it relates or ties to the fund. Please state in percentages, the time the portfolio manager spends on this particular Fund and what other duties he/she may have.

11. Describe your firm’s back-up procedures in the event the key investment professional assigned to this account should leave the firm or be transferred to other accounts or duties.

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12. Portfolios are managed by a(n) (Check only one)___

Team Dedicated Team Individual portfolio manager Portfolio mgr. w/ back-up

Explain and list all employees who are part of the team, dedicated team or backup portfolio manager.

13. In the table below, provide the total number of investment professionals dedicated to the management of this commingled fund as of 6/30/08. Provide additions and terminations by year for all investment professionals directly associated with the products.

Additions Terminations/DeparturesPort Mgrs

Acq. Asset Mgmt.

Research/Other

Inv, Comm. Total

Port Mgrs

Acq. Asset Mgmt.

Research/Other

Inv, Comm. Total

20082007200620052004

Total Investment Professional Count Port Mgrs Acq. Asset Mgmt. Research

/OtherInv, Comm. Total

20082007200620052004

Do not double count any professionals. For example, if a Portfolio Manager also conducts research, the more senior position applies and he/she should be counted once.

14. Specifically address the following as they relate to your firm’s commingled fund:

a. Research Process: Include a discussion of the sources of your research (internal and external) and where research is conducted.

b. Key Decision Makers : Detail at each stage of your decision making/portfolio construction process who the key professionals are.

c. Acquisitions Process : Describe how acquisitions are allocated to this fund. Please state your rotation policy with competing strategies/capital. Also detail the current level (dollar amount, activity, etc…) of competing capital for this fund (other core funds, core separate accounts, etc…).

d. Cash Management : Describe the fund’s process of cash management and redemption policies. In regards to redemption policies, are in-kind distributions ever permitted? Do you allow investors to invest properties in lieu of capital in order to enter the fund?

e. Capacity : What is the fund’s current capacity and timeline to invest new capital? Describe in detail the queue process if one exists to get invested in the fund.

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f. Dividend Policy : Describe in detail the process an investor must go through in order to receive dividends on a quarterly basis and whether or not income dividends have preference over other redemption requests.

g. Marking Debt to Market : Describe in detail your firm’s current policy on marking debt to market. Include specifics on your firm’s current procedures for marking debt to market and a table showing the start date of the first quarter you began marking debt to market and what impact this has had on your performance for each quarter. Do you mark your portfolio debt and property debt to market?

h. Limitations : List each limitation of the fund for each of the following items and explain each one: cash limit, leverage limit (portfolio and property caps), geographic limits, property type limits, joint venture limits, and non-core asset limits. Are there other limits to the fund that are in addition to the ones listed above? If so, please state them here.

i. Risk Management : How does your firm define, monitor and control risk?

j. Appraisal Process : Describe the appraisal policy and process for this fund.

k. Sell Discipline : What is your firm’s hold/sell policy?

l. Economic Diversification : How does your firm view economic diversification as it relates to this fund? Please attach any supporting analysis as it relates to the diversification of this fund.

m. Advisory Board : Does the fund have an Advisory Board? If so, describe in detail who sits on the Advisory Board, what the role of the Advisory Board is and what specific duties it holds, including any voting rights. Please include Bios of the members of the Advisory Board.

15. Describe your firm’s capabilities and process for providing asset and property management services for acquired assets. Does your firm use internal or third-party property managers for such assets? If internal, is there an arms length bid process?

2.4. PERFORMANCE

Please provide historical rate of return information as of 6/30/08 by quarter and for year-end for each commingled fund detailed in Section 2.3. Be sure to include a hard copy and an electronic file (Excel preferred) with returns broken out similar to the following format:

Year QuarterGrossIncome

NetIncome

Gross Appreciation

Net Appreciation

GrossTotal Return

NetTotal Return

PercentLeverage

Gross (w/debt) Market Value

.

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EXHIBIT C

MINIMUM QUALIFICATIONS and MISCELLANEOUS INFORMATION

Miscellaneous Information:

1. Information Regarding Manager

Name: Address:Phone NumberFax Number:

2. My company has an office location in Alabama.Yes Provide City ____________________ No

3. Primary Contact Concerning the Proposal:Name:Address:Phone Number:Email:

Minimum Qualifications:

4. My Company is duly registered with the Securities & Exchange Commission pursuant to the Investment Advisors Act of 1940, as amended, and the registration is current.

Yes No

5. My Company shall qualify with the Secretary of State to conduct business in the State of Alabama if selected. (To download the form for a “Certificate of Existence”, access www.sos.state.al.us, corporations division, or call 334-242-5324 to request the form.)

Yes No

6. The portfolio manager assigned to the Alabama PACT Trust Fund account has managed real estate portfolios for at least three (3) years, as of June 30, 2008.

Yes No

7. My Company has managed real estate portfolios for at least three (3) years, as of June 30, 2008.

Yes No

8. My Company does manage at least $1,000,000,000 in real estate as of June 30, 2008.

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Yes No

9. My Company and its personnel have all authorizations, permits, licenses, and certifications as may be required under federal, state or local law to perform the services specified in this RFP at the time it submits a response to the RFP.

Yes No

10. My Company will carry errors and omissions insurance or comparable instrument to cover negligent acts or omissions.

Yes No

11. My Company does comply with all applicable GIPS performance presentation standards.

Yes No

12. My Company maintains sufficient procedures and capabilities to ensure the timely and accurate backup and full recovery for all computers and other data storage systems related to the Alabama PACT Trust Fund account.

Yes No

13. My Company has a company policy and practice of equal employment opportunity and non-discrimination based on race, creed or gender.

By signing this Exhibit, I certify that I am authorized to bind the company, and that the foregoing information is correct and true.Signature _____________________________________Date _________________________________________

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