MUNICIPAL EMPLOYEES’ ANNUITY AND BENEFIT FUND OF CHICAGO Request for Competitive Proposal: Transition Management Services INVESTMENT CONSULTANT QUESTIONNAIRE All data should be as of June 30, 2015 I. Firm 1) Please provide the organization’s name, and the name, title, address, phone number, fax number, and email address of the individual who will be our primary contact. 2) Please provide the address and website of the firm’s headquarters and all branch offices. 3) Please provide the year your firm was established and give a brief history of your firm. 4) Please comment on the financial solvency of your firm. 5) Do you have any firm debt? 6) What is the amount of firm debt? 7) What are the plans, with timeframe described, to pay off the firm debt? Prepared by Marquette Associates, Inc. 1 8) Please provide a brief description of your firm’s plans for growth, such as asset growth, personnel growth, succession planning, over the next 3-5 years. 9) Please give succession plans for key employees if retirements are planned within five years. Prepared by Marquette Associates, Inc. 2 II. Ownership 10) Please discuss your general ownership structure, including what percentage of your firm is owned by current active employees. Please note Key Employees. 11) Have there been any changes in the ownership structure of your firm in the past five years? If yes, please explain in detail. 12) Please explain any known or potential changes in firm ownership or personnel. 13) Are you a registered minority (at least 51% minority owned) investment manager? 14) Is your firm a "minority owned business", "female owned business", or "business owned by a person with a disability", as those terms are defined in the Illinois Business Enterprise for Minorities, Females, and Persons with Disabilities Act? Prepared by Marquette Associates, Inc. 3 III. Investment Professionals 15) Please provide brief biographies of the investment professionals in the firm dedicated to transition management. 1. Please indicate which investment professionals will service the MEABF account. 16) Please list your branch office locations that house investment professionals dedicated to transition management. 17) List ownership and % held by the investment professionals dedicated to transition management at your firm. Please identify the key personnel on the list. 18) List directorships or board positions held by investment professionals at other firms. 19) Please complete the following table. Functional area # Staff Trading Analysis (e.g., pre- and post-trade) and trading coordination Transition Strategists Transition Portfolio Management Trading and Execution Transition Support and Custody Interface Compliance and Risk Management Client Service/Relationship Management Sales and Marketing Legal Counsel and Support All Other: Identify by functional area, including administrative support; add lines as necessary and provide totals. Total as of June 30, 2015 Prepared by Marquette Associates, Inc. 4 20) Are the investment professionals under employment contracts with the firm? 21) What are the terms of the employment contracts, including non-compete clauses? 22) Does your firm work with outside independent contractors to execute transition management services? If so, please provide details of working relationship. 23) Discuss all turnover of investment professionals dedicated to transition management in the firm during the last three years. 24) Is your firm represented by any third party firm or individual whose purpose is marketing and/or gathering assets for the firm? If so, list all relationships and compensation structure. Prepared by Marquette Associates, Inc. 5 IV. Compliance/Conflicts of Interest 25) Please attach a copy of your firm’s Code of Ethics. 26) Do you have a dedicated compliance officer? 27) Does this person serve other roles within the firm? If so, please describe. 28) Who is the firm’s independent auditor? 29) How long has firm’s independent auditor been serving in this capacity? 30) Who is the firm’s legal counsel and or do you use an in-house legal team? 31) Please provide brief biographies for your legal counsel, indicating how long they have been serving in this capacity. 32) Please describe your firm’s disaster recovery and business continuity plans. 33) Please address the most recent date and the numbers of times you have practiced and tested your procedures in the past 5 years, and the results of those exercises. 34) Please provide a copy of your firm’s disaster recovery and business continuity procedures. 35) Please address your back-up capabilities and/or offsite location, particularly related to your trading desk, in the event your primary office location was inaccessible. Prepared by Marquette Associates, Inc. 6 36) What software, systems and/or processes ensure client-specific guidelines and regulations are adhered to? 37) Describe the procedures that are in place to safeguard confidentiality throughout a transition. How do you avoid information leakage to the market? 38) Disclose any sanctions or disciplinary actions taken against the firm or any of its affiliates by the SEC, NASD, or other regulatory body within the last five years. 39) Disclose any legal or arbitration claims the firm or any of its affiliates has settled or been required to pay within the last five years. 40) Can your firm act as a fiduciary as a Registered Investment Advisor under the 1940 act? Has your firm served in this capacity in the past? 41) Describe those services/functions which would be performed when acting in a fiduciary capacity vs. not acting as a fiduciary. 42) Does your firm, including subsidiaries or closely held firms, receive any economic benefit other than what is explicitly quoted as a fee or commission for transition services? Please disclose all such means for economic benefit including soft dollars in addition to the fee or quoted commission charges. 43) Does your firm or an affiliate have a company or proprietary account in which you may be the other side of a given transaction? If so, what safeguards can you describe that ensure you are placing the goals of the client ahead of your firm’s capability to book revenue in this manner? Prepared by Marquette Associates, Inc. 7 44) Does your firm have any counterparty arrangements with hedge fund trading accounts? If so, please explain why this will not have a negative impact on the transition. 45) Please list all insurance carriers supplying your firm with coverage, including the type of coverage, and coverage amount. 46) Will your firm attest that your firm’s only sources of material benefit resulting from transitions will be from commissions or fees explicitly accounted for with regard to the transition? Will you attest that your firm provides no opportunity for any outside party to gain knowledge of the trades that will be implemented? Prepared by Marquette Associates, Inc. 8 V. Past Experience 47) Please complete the table below, based on your firm’s use of the listed sources of liquidity in all transitions performed during the past three year period: Sources of Liquidity Percentage In-Kind Transfer Internal Crossing External Crossing Primary Exchanges/Open Market Principal Trades/Risk Based 48) Please complete the table below, based on your firm’s transition activity in the past three years, using round-trip values: Number of Transition Market Value Transitions Total Market Value Less than $100 million $100 million-$250 million $250 million-$500 million Over $500 million Prepared by Marquette Associates, Inc. 9 49) Please complete the tables below, based on your firm’s transition activity, using round-trip values: Total Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 Large & Mid Cap U.S. Equity Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 Small-Cap U.S. Equity Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 Prepared by Marquette Associates, Inc. 10 Developed Non-U.S. Equity Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 Emerging Markets Non-U.S. Equity Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 U.S. Fixed Income Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 Prepared by Marquette Associates, Inc. 11 Non-U.S. Fixed Income Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 FX Transitions Year Number Number of Completed Shares Total Market Value 2010 2011 2012 2013 2014 Prepared by Marquette Associates, Inc. 12 VI. Process 50) Does your firm consider itself a specialist in any specific asset class? If not, please identify one asset class your firm believes it can add the most value in through its transition management group. 51) How do you add value to the process? Why should your firm be selected? 52) Does your firm sub-contract any portion of the transition management services? If so, please provide details regarding your sub-contracting agreement/arrangement. 53) Discuss the primary goals of your transition management process. 54) Describe the relevant factors influencing your choice of transition execution strategy for a particular client circumstance. 55) Discuss your firm’s process in determining the optimal mix between opportunity cost and market impact. 56) Describe the quantitative tools your firm uses during a transition management event. 57) Is your firm an agency, principal brokerage, or solely a manager? Please describe the brokerage relationships your firm has in place. Please describe the process used to select brokers for trades. 58) Discuss the risk management tools (both from an operational and trading standpoint) your firm utilizes during a transition management event. Prepared by Marquette Associates, Inc. 13 59) Discuss your firm’s methods for maintaining market and currency exposure to asset classes during a transition management event. Does your firm favor a particular method? 60) Discuss how the FX trades associated with international portfolios are executed. 61) Discuss your firm’s capabilities handling non-U.S. equity and fixed income transition management events. 62) Please discuss your firm’s usage of internal and external crossing, including your firm’s definition for each. Please discuss what role your firm believes internal and external crossing should play in a transition management event. 63) Does your firm internalize order flow? If so, please list the various conflicts this situation creates and explain how you assure client orders are given best execution in regard to timing and price? 64) If given this transition, your firm will be expected to provide advice on methods to minimize both implicit costs and explicit costs, including trading costs. If your fees are based solely on commissions, how will you handle this conflict of interest? 65) How will you verify that you have performed and accounted for the transition properly? 66) Explain your firm’s communication process with the client and investment consultant during the transition. 67) Explain the communication process with the target and legacy investment Prepared by Marquette Associates, Inc. 14 managers during the transition. 68) Please list all Minority, Woman, or Disabled-Owned broker/dealers that your firm utilizes for open market trading in the transition process. In the previous calendar year, what percentage of commissions of open market trades was executed through Minority, Woman, or Disabled-Owned broker/dealers? VII. Reporting 69) Discuss your firm’s calculations of relevant data when submitting a pre-trade report. Please make sure to discuss the estimated bid/ask spread, opportunity cost, market impact costs. 70) Discuss your firm’s method of determining a security’s liquidity when submitting a pre-trade report, and when determining the strategy for a transition management event. 71) How does your firm measure its relative success or failure after the completion of a transition management event? 72) Does your firm provide any reporting that shows the quality and cost effectiveness of FX trades that are performed? Prepared by Marquette Associates, Inc. 15 VIII. Fees 73) What is your fee or rate for transition services? 74) Is the fee based on cents per share and as a percentage of market value? What factors do you use to calculate your rate - trading volume, frequency of trades, and trade difficulty? 75) Is the fee negotiable? Would this include both equity (domestic and international) and fixed income (domestic and international) transactions? Prepared by Marquette Associates, Inc. 16 IX. Illinois Pension Code Disclosures Public Act 98-1022 Disclosures. Public Act 98-0122 (the Act) amends the Illinois Pension Code to require certain disclosures regarding utilization of minorities, females and persons with a disability. For purposes of this Policy, the terms “minority owned business”, “female owned business”, and “business owned by a person with a disability” are as defined in the Business Enterprise for Minorities, Females, and Persons with Disabilities Act.” In accordance with the Act, all (i) vendors submitting bidding proposals to MEABF and (ii) vendors retained by MEABF, must provide the following numerical data: a. The number of the vendor’s investment and senior staff and the percentage of its investment and senior staff who are a (i) minority person, (ii) female, or (iii) person with a disability; Total Investment & Senior Staff Number % of Total Prepared by Marquette Associates, Inc. 17 Minority Female Person with a Disability b. The number of contracts, oral or written, that the vendor has in place for investment services, consulting services, and professional and artistic services that constitute a (i) minority owned business, (ii) female owned business, or (iii) business owned by a person with a disability; and Minority Female Person with a Disability Number of Contracts b. The number of contracts, oral or written, that the vendor has in place for investment services, consulting services, and professional and artistic services where more than 50% of services performed pursuant to contract are performed by a (i) minority person, (ii) female, or (iii) person with a disability but do not constitute a business owned by a minority, female, or person with a disability. Number of Contracts Prepared by Marquette Associates, Inc. 18 X. Attachments and Disclosure Please check off items included as attachments. If any required items are excluded, please indicate an alternate means for our review of requested items. Required Included? ADV Part II Sample Pre-Trade Analysis Sample Post-Trade Analysis Disaster Recovery and Business Continuity Plans Code of Ethics Include, if Applicable Included? State or Local Registration for M/WDBE Chief Compliance Officer Signature I, chief compliance officer of , have reviewed all of the aforementioned statements and documents. To the best of our ability, we believe all statements and documents to be accurate, truthful and timely. Signature Print Name Prepared by Marquette Associates, Inc. 19
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