Marc Lieberman, an AV-rated Super Lawyer, is a partner in the Scottsdale, Arizona office of the national law firm of Kutak Rock LLP, where he is Chair of the firm's Public Pension and Alternative Investments Section. Mr. Lieberman serves as outside counsel to several of Arizona's public pension plans, including the Public Safety Personnel Retirement System, the Elected Officials' Retirement Plan, and the Corrections Officer Retirement Plan. He also serves as investment and litigation counsel for the City of Phoenix Employees' Retirement System, and private equity and real estate counsel for the Arkansas Teachers Retirement System and the City of Omaha Police Retirement System.

Mr. Lieberman also serves as principal outside counsel for the State of Arizona Defined Contribution Plan and the Fire Fighters' and Peace Officers Cancer Insurance Policy Program. He drafted the plan documents for those plans and obtained the private letter rulings from the IRS authorizing each of those plans to take certain contemplated action. He regularly drafts legislation for his plan clients, and issues numerous legal opinions for these clients as well. The past and current administrators of the plans have recognized him as one of "the most knowledgeable and experienced public pension lawyers in this State."

Mr. Lieberman is a member of the Kutak Rock National Pension Practice Group, which represents plans across America in matters as diverse as class-action defense, statutory drafting and interpretation, plan design, fiduciary and governance claims, administrative and employee disputes, tax compliance and securities matters, real estate and joint venture investment, appellate battles, and federal, state and local lobbying efforts. He is admitted to practice in Arizona and the District of Columbia. Mr. Lieberman also is a member of the National Association of Public Pension Attorneys, and regularly attends that body's meetings to stay apprised of all developments in the areas of public pension law.

A Certified Real Estate Specialist, Mr. Lieberman handles the legal work attendant to the extensive and varied real estate investments of his state public pension clients. Currently, those investments include office buildings, health spas, master-planned communities, hotels, golf courses, shopping centers, convenience store/gas stations, restaurants, historic renovations, raw land, warehouses and condominium towers throughout the United States, amounting to more than $1.5 billion. He also has documented scores of land banking transactions, and approximately $1.5 billion in private equity deals.

Mr. Lieberman, also a well-known litigator, has prosecuted and defended numerous actions for his pension plan clients, and has prevailed in 58 of the 63 cases tried for just one of these clients. He once obtained a dismissal of a 12-count multi-million dollar lawsuit by way of four separate and consecutive motions for summary judgment. He also obtained one of the largest settlements ever obtained by mediation in a securities case. In addition to the various public plans, Mr. Lieberman has represented numerous private pension plans in ERISA litigation, and obtained the first published decision in the Ninth Circuit that awarded a plan its fees against a benefit claimant, something unusual in benefit cases.

Mr. Lieberman is the past Chair of the Appellate Section of the State Bar of Arizona and past Chair of the Editorial Board of Arizona Attorney Magazine. He is a former Judge Pro Tem on Department S of Division One of the Arizona Court of Appeals. He has been a regular presenter and panelist at appellate practice seminars and has served as a faculty member of the Arizona Appellate Practice Institute. Mr. Lieberman is a frequent lecturer on public pension issues, and has written numerous articles on a wide variety of legal topics, including a book on consumer rights and remedies. He has successfully prosecuted and defended scores of appeals for various state agencies, municipalities and corporations. Two of the arguments he presented were televised.

Mr. Lieberman is very active in his local community. He presently serves on the Arizona Commission for Judicial Performance Review, which is responsible for evaluating the performance of Arizona's judges. He is also past president of the Thurgood Marshall Inn of Court, and formerly served as president of the Biltmore Kiwanis Club and the Scottsdale Phoenix Executive Association and as Chair of the Arizona Hate Crimes Task Force, which was responsible for enacting Arizona's first hate crime laws aimed at levying harsher sentences on those committing crimes for discriminatory reasons. He previously served as Chair of the Arizona Regional Board of the Anti-Defamation League and its Civil Rights Committee and is the Recipient of the Arizona Attorney General's Civil Rights Award. Mr. Lieberman also is the National Winner of the Moeller Prize for his writing on First Amendment issues. He just published his first novel, Sign of the Anasazi. He has authored the following books and articles on the law, as well as the following Model Rules of Procedure adopted by various retirement systems:

• "Social Security: Finding Ways to Fill the Gap," East Valley/Scottsdale Tribune (August 2005)
• "The Jig Is Up! The Death of Gamesmanship," Arizona Attorney (March 2005)
• "The $5,000 Complaint: Why the Rule in Creasy's Case May Signal Adoption of UPL Legislation," Arizona Attorney (June 2001)
• "The Enemy Within: Detecting and Fighting Administrator Fraud," Arizona Attorney (January 2001)
• "Learned Hand for a Day: The Rewards of Division One's Pro-Tem Program," Arizona Attorney (June 1997)
• "Your Rights as a Consumer: Legal Tips for Savvy Purchases of Goods, Services and Credit," Career Press (2d ed.)
• "The Case for Hate Crime Legislation," Arizona Attorney (March 1996)
• "Eek! Run for Your Lives! It's the Equity Suckers! Don't Get Bitten by This Latest Bankruptcy Beast," Arizona Attorney (November 1993)
• "The Refinancing Trap: The Hidden Peril of Refinancing Home Mortgage Debt," Arizona Attorney (May 1993)
• "COLA Wars: The Ongoing Battle to Eliminate Cost-Of-Living Adjustments to the Pensions of Arizona Retirees," Arizona Attorney (June 1991)
• "The Five Bases of Third-Party Lender Liability: Let the Lender Beware," Arizona Attorney(February 1991)
• "Overtime Compensation v. Pension Benefits: Will Arizona Public Employees Be Denied One to Achieve the Other?" State Bar of Arizona CLE Monograph (1986)
• "The Happy Demise of Constructive Incorporation," Arizona Bar Journal (October 1986)
• "Illinois Multi-State Plaintiff Class Actions: Abrogation of Jurisdictional Limitations on State Sovereignty," 31 DePaul Law Review 471 (1982)
• Model Uniform Rules of Local Board Procedure for the Public Safety Personnel Retirement System
• Model Uniform Rules of Local Board Procedure for the Corrections Officer Retirement Plan

Lectures

• "Trustees' Duties Upon Discovery Possible Fraud," Las Vegas, Nevada (February 2006)
• "Understanding Your Fiduciary Responsibility," Phoenix, Arizona (January 2006)
• "Third Annual Supreme Court Review," State Bar of Arizona (April 2005)
• "2004 Appellate Highlights," Working With the Arizona Court of Appeals (November 2004)
• "Land Use Law: Development, Regulation and Environmental Issues," CLE International (October 1997)
• "The Reach of Impact Fees," National Conference, League of Cities (September 1997)
• "Land Use Law: Development, Regulation and Environmental Issues," CLE International (December 1996)
• "The Ethics of Life, Death, Care and Creation: A Roundtable of Bio-Medical Ethical Conundrums," Seminar Chair (March 1991)
• "The Inns and Outs of Appellate Special Actions," 11/3/06, State Bar of Arizona Seminar on "Working with the Arizona Court of Appeals"

Mr. Lieberman has documented approximately $1.5 billion worth of private equity transactions for public retirement systems, including those acquiring public or private companies (both domestically and outside the U.S.) in the following businesses:

• Biomedical and Technology
• Timber (Some with Conservation Components)
• Real Estate
• Information Technology, Convergence and Life Sciences
• Energy
• Non-cyclical, Under Managed, Middle Markets
• Resort and Hospitality
• Infrastructure
• LBO, CLO
• Discounted CMO, CDOs, RMBS
• Drug licensing

These partnerships have involved early-, mid- and late-stage targets, some of which have been made through small business investment companies ("SBICs"), as authorized by the U.S. Small Business Administration. Some of the partnerships have also involved mezzanine financing.

Representative Private Equity Experience

Among the private equity deals Mr. Lieberman has evaluated, negotiated and documented are the following:

1. Blackstone Real Estate Partners VI.TE.2 L.P.

$70,000,000 investment in $10.2B global real estate fund managed by affiliates of the Blackstone Group.

2. Blackstone Capital Partners V-AC, L.P.

$30,000,000 investment in Blackstone Capital Partners V-AC, L.P., a $12B global private equity fund managed by affiliates of Blackstone.

3. Valley Ventures III, L.P. and Valley Ventures III Annex, L.P.

$25,196,626 investment in Valley Ventures III, L.L.C. and an associated annex fund, which made various venture capital investments in privately held and small-cap, publicly traded companies engaged in bio-med and high technology businesses.

4. Prospector Equity Capital, L.P.

$4,054,054 investment in Prospector Equity Capital, L.P., a Delaware limited partnership organized by Ocean Equity Strategies LLC to make equity based investments in privately held companies at various stages of development.

5. Peninsula Equity Partners II, L.P.

$7,500,000 investment in Peninsula Equity Partners II, L.P., a $150,000,000 early-stage venture fund that purchases newly formed information technology, convergence and life science companies.

6. DAG Ventures II-QP, L.P. and DAG Ventures II-A, LLC

$5,083,000 investment in DAG Ventures II-QP, L.P., a $326,000,000 limited partnership investing in information technology, energy and life science companies, plus an additional investment of up to $14,917,000 in co-investments offered by the General Partner in Partnership portfolio companies through a limited liability company called DAG Ventures II-A, LLC.

7. Mesirow Financial Capital Partners IX, L.P.

$20,000,000 investment (plus $5,000,000 in co-investment authority) in Mesirow Financial Capital Partners IX, L.P., a Delaware limited partnership dedicated to generating returns through acquisition and sale of portfolio companies involved in a wide variety of businesses.

8. Conservation Forestry Capital 1, L.P.

$20,000,000 investment in Conservation Forestry Capital 1, L.P., a unique timberland conservation venture, wherein the Partnership will purchase timberlands with the intent to sell the timber to harvesters but obtain additional value by allowing conservation groups to pay the Partnership substantial fees to place perpetual conservation easements on the affected property.

9. DAG Ventures III-QP, L.P. and DAG Ventures III-A

$15,000,000 investment in a $500,000,000 Delaware limited partnership called DAG Ventures III-QP, L.P., together with an additional $10,000,000 reserved for co-investments offered by the Partnership’s general partner through a Delaware limited liability company called DAG Ventures III-A.

10. MidOcean Capital Partners III-A, L.P.

$41,000,000 investment in a $1.4B Cayman Islands limited partnership called MidOcean Capital Partners III-A, L.P., together with an additional $10,000,000 authorized for co-investments offered by the Partnership's general partner through various limited liability companies.

11. Timbervest Partners II, L.P.

$12,500,000 investment in $375,000,000 Delaware limited partnership devoted to generating capital appreciation through the Partnership's active acquisition and sale of interests in timberland properties.

12. BlackRock Mortgage (Offshore) Investors, L.P.

$80 million investment in Caymans limited partnership formed to take advantage of the current financial crisis in the subprime mortgage industry by the acquisition of tranches of stressed and distressed RMBS, CMBS and CDOs, and other structured finance securities, including special investment situations that require an existing security, portfolio and/or transaction to be restructured.

13. Apollo Investment Fund VII, L.P.

$75 million investment in $18.5 billion Delaware limited partnership whose aim is to "make investments in control or influential minority equity and equity equivalent positions and debt or other securities providing equity-like returns, including distressed debt investments."

14. Macquarie Infrastructure Partners II International, L.P.

$25 million investment in $6 billion Delaware limited partnership formed to purchase interests in various infrastructure assets throughout North America, including gas and electricity distribution and transmission networks, toll roads, airports and related infrastructure, telecommunications facilities, point-to-point rail links, marine container terminals and reload facilities and water and waste-water-related assets.

15. Macquarie European Infrastructure Fund III

€16,382,699 investment in a €8 billion English limited partnership formed to purchase interests in various infrastructure assets in the European Union, Norway, Switzerland, Iceland, Turkey and countries acceding to the EU.

16. Goldman Sachs Credit Opportunities Institutional 2008 Fund, L.P.

$125 million investment in Delaware limited partnership formed to purchase mortgages and mortgage-related instruments (including mortgage-backed securities and instruments relating to residential and commercial mortgages) at significant discount.

17. Apollo Value Enhancement Fund VII, L.P.

$50 million investment (with up to an additional $20 million in co-investments) in a $1 billion Delaware limited partnership whose aim is to acquire and manage various U.S. real property assets and mortgage debt.

18. Iron Point Real Estate Partners - TE, L.P.

$75 million investment in $500M Delaware limited partnership targeting real estate assets and real estate- related businesses.

19. PNMAC Mortgage Opportunity Fund

$130 million investment in $1B+ Delaware limited liability company acquiring, holding and selling performing U.S. residential mortgages, including direct or indirect interests in pools of securitized mortgages.

20. Harrison Street Real Estate Partners II-A, L.P.

$80 million investment in Harrison Street Real Estate Partners II-A, L.P. a $440 million Delaware limited partnership targeting certain senior and student housing, self-storage, medical office and marinas among other real estate specialty sectors.

21. Apollo European Principal Finance Fund, L.P.

$125 million investment in Cayman Islands limited partnership targeting the purchase, sale and investment in "bank loans and loans of other institutions, real estate-related loans, trade claims, consumer receivables" and other related instruments located in Europe.

Representative Real Estate Experience

In addition to private equity transactions, Mr. Lieberman has negotiated approximately $1.5 billion in real estate transactions for his public pension clients. Among these have been the following representative examples:

1. SBA 504 Loans

Numerous SBA 504 loans securing first position interests in convenience store/gas station franchises and warehouse facilities situated throughout the western United States.

2. Talley Portfolio

Acquisition of Talley Corporation's entire real estate portfolio encompassing parcels in five states.

3. Red Mountain Spa

Investment in recreational spa facility in St. George, Utah, with various entities formed to develop and sell residential units.

4. Promontory

Investment in 7,200-acre master planned multiple course golf and resort project in Park City, Utah.

5. Pinnacle Peak Place

Investment in luxury residential development in North Scottsdale, Arizona.

7. Cimarron Hills

Investment in 820-acre luxury golf course community in Georgetown, Texas.

8. Sandia

Investment in 3,200-acre, 8,000- to 11,000-entry-level-home master planned development situated near Coolidge, Arizona.

9. Century Plaza/St. Regis Hotels and Resorts

Acquisition (and renovation) of Century Plaza and St. Regis Hotels, Los Angeles, California.

10. 650 California Street Building

Acquisition of large office tower in San Francisco, California.

11. Ritz Carlton Hotel

Acquisition of luxury hotel in Phoenix, Arizona.

12. Anthology

Acquisition and development of 6,000-unit residential subdivision/golf course with commercial components outside of Denver, Colorado.

13. Esplanade Place

Mezzanine loan of luxury residential condominium tower in Phoenix, Arizona.

14. 464 Prospect

Historic renovation of Scripps Hospital into luxury, ocean-front residential condominiums in La Jolla, California.

15. La Mirada/Seville Shopping Centers

Acquisition of large, major retail/professional centers in Scottsdale, Arizona.

16. Best of the West

Acquisition of largest shopping center in Las Vegas, Nevada.

17. Perimeter Center Buildings

Acquisition and development of numerous class A office buildings in Scottsdale, Arizona.

18. Diversified

Acquisition and development of numerous power centers situated throughout the Phoenix metro area.

19. Structured Lots

More than 5,700 land banking transactions involving developed lots in several states.

20. The Jet

Development of a 652,000-square-foot mixed-use (office, retail and apartment space) high-rise complex in Phoenix, Arizona.

Some testimonials from his clients include:

"Marc [Lieberman] exemplifies all that is right and honorable about the practice of law. He combines the highest standards of legal competency with a professional and courteous demeanor. ... The City's officials were impressed not only by Marc's knowledge of the law, but also by his demeanor and the character with which he represented the City. ... He is unfailingly courteous and a vigorous advocate. The City Attorney's Office appreciated the respect he showed to the in-house attorneys throughout the appeal process.”

— Fredda Bisman
Former Scottsdale City Attorney

"Marc [Lieberman] became so trusted by the bank to handle all of our Arizona real estate matters that Regency granted him a power of attorney to sign on our behalf on certain real estate documentation, a power he retains to this day."

— Mark R. Eads, Vice President
Park National Bank

"Marc [Lieberman] has successfully represented Fairbanks [Capital Corp.] for nearly six years in a wide variety of litigation. We have always found his skills to be of the highest caliber. He has consistently displayed an interest in promoting our best interests, even when to do so meant the best solution was to settle the matter and thereby deprive his firm of the substantial fees attendant to continuing litigation. Marc has consistently prevailed on our behalf because he doesn’t engage in wasteful, often unproductive posturing. Marc argues intelligently and authoritatively in support of Fairbanks' position. ... We have never gone wrong on his counsel."

—Terrell W. Smith, General Counsel
Fairbanks Capital Corp.

"Marc Lieberman has represented us in over 57 cases, prevailing over 95% of the time. He is undoubtedly one of the most knowledgeable public pension law experts in Arizona. In addition, he is a Certified Real Estate Specialist, and in that capacity has helped us successfully place over $1.6B in real estate and private equity investments. ”

—James M. Hacking, Administrator
Arizona Public Safety Personnel Retirement System

"Through his exemplary work in the legal commu­nity and on behalf of the ADL, Marc [Lieberman] has had a profound impact in improving our State's quality of life in ways that promote respect for the law, support our constitutional principles and acceptance of diverse viewpoints in a pluralistic society."

— Martin Schultz
Vice President, Arizona Public Service Company
Chairman, Society of Fellows, Anti-Defamation League

"Marc Lieberman is one of those rare lawyers that combine excellent legal skills with sincere care and concern for his clients. He inspires confidence and, sometimes more importantly, instills a sense of courage when it is most needed in times of uncertainty and difficulty."

— Harry M. Beggs, Esq.
Chairman of the Executive Committee
Carson Messinger Elliott Laughlin & Ragan, PLLC

Mr. Lieberman is the author of Sign of the Anasazi (Emerald Book Co. May, 2009). He is also a former crewmember, LaSalle Expedition II, an authentic reenactment over the course of nearly a year of LaSalle's 1681 3,300 mile canoe trek from Montreal to the Gulf of Mexico. Mr. Lieberman also successfully scaled Mt. Kilimanjaro, Tanzania in 2007.

• Representing numerous public and private pension plans in ERISA and non-ERISA litigation.
• Handling all transactional legal work in connection with the extensive and varied real estate investments of his pension plan clients. Currently those investments include real estate ventures amounting to more than $1.5 billion in total value, as well as private equity deals of more than $1.5 billion in commitments.
• Representing numerous individuals and corporations in complex real property and professional liability matters.

Former Chair of the Appellate Practice Section of the State Bar of Arizona; Former Chair, Editorial Board of Arizona Attorney Magazine; President, Thurgood Marshall Inn of Court

Professional Affiliations

Certified Specialist in Real Estate Law, Arizona Board of Legal Specialization; Arizona Court of Appeals, Judge Pro Tempore (1995-1998); State Bar of Arizona, past chair (Appellate Section), member (Real Property Section), faculty member (Professionalism Course); member, Arizona Commission on Judicial Performance; member and past chair, Editorial Board, Arizona Attorney; fellow, Arizona Foundation for Legal Services and Education; Master and past President, Thurgood Marshall Inn of Court; faculty, Appellate Practice Institute; Chair, Arizona Hate Crimes Task Force (1996-1998); Chair, Anti-Defamation League, Arizona Regional Board (1999-2000); Chair, Civil Rights Committee, Arizona Chapter (1994-1998); past president, Biltmore Kiwanis Club.

Professional Distinctions

1997 Arizona Attorney General’s Civil Rights Award; 1997 Central Arizona Hate Crimes Advisory Board Award; 1996 ADL Herb Brooks Community Leadership Award; National Winner, 1979 Moeller Prize.