NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000001175 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Dividex Management LLC

S T

A T

E

P ro g ra m M a n a g e r

Karl Borgquist TREAS

One University Ave., Ste 301(c) 517-230-8419

Westwood, MA 02090 borgquistk@michigan.gov

Irwin Schwartz

C o n tr a c t

A d m in is tr a to r Kyle Elzinga TREAS

781-636-5075 517-614-0956 ischwartz@dividexmanagement.com ElzingaK1@michigan.gov

VS0238969

CONTRACT SUMMARY

DESCRIPTION: Security Litigation Monitoring Services

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

July 27, 2022 July 26, 2025 Two (2), One (1) option period(s)

July 26, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

N/A

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $316,000.00

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Treasury 7285 Parsons Dr., Dimondale, MI 48821

Revised 5/03/2016

CONTRACT NO. 220000001175

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Kyle Elzinga, Department Analyst Name & Title

Department of Treasury Agency

Date

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SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

Security Litigation Monitoring Services

BACKGROUND

The State of Michigan Investment Board (Board) is investment fiduciary for the State if Michigan Retirement System (SMRS), which is comprised of the following component systems: Michigan Public School Employees’ Retirement System; State Employees’ Retirement System; Michigan State Police Retirement System; and Michigan Judges Retirement System. The State Treasurer of the State of Michigan, who serves as chair of the Board, is granted investment discretion over a number of statutorily created trusts and agencies (Trust and Agencies). As of December 31, 2021, the total value of the SMRS assets was approximately $100.5 billion, invested as follows:

Domestic Equities 23.8% Private Equity 23.1% International Equity 15.8% Real Return & Opportunistic 12.3% Fixed Income 9.6% Real Estate & Infra. 7.7% Absolute Return 6.2% Short Term 1.5%

The assets that comprise the Trust and Agencies are approximately $11.9 billion.

The Board delegated fiduciary duties and the authority to invest funds on behalf of the SMRS to the Bureau of Investments (BOI). The BOI has similarly been granted responsibility by the SMRS Treasurer for investing assets of the Trusts and Agencies.

Assets are managed by in-house investment specialists and by external investment managers.

The BOI has a responsibility to identify and evaluate securities litigation actions in which it has an interest and, where eligible, to participate in the recovery in securities class action litigation. A Contractor is needed with substantial public fund experience and depth of resources to provide comprehensive securities litigation monitoring services on U.S. and non-U.S. cases on a full retainer basis. For the purposes of this RFP, non- U.S. cases mean cases filed in a jurisdiction outside the United States.

The Bureau of Investments is managed by an executive team consisting of a Chief Investment Officer, Senior Deputy Chief Investment Officer, Chief Compliance Officer & General Counsel, Senior Director of Investments – Private Markets, and Senior Director of Asset Allocation/Director of Investments – Public Markets, and support staff. The executive team resides within the Administration Division of the BOI and is supported by the Compliance and Corporate Governance Division (CCG Division), which reports to the Chief Compliance Officer & General Counsel. The CCG Division works to create sustainable long-term value and achieve maximum return for shareholders of the SMRS

Version 2021-2 Page 4 of 48 by promoting strong corporate governance principles. Among other things, the CCG Division is responsible for overseeing the timely filing of all proofs of claims in actions where the SMRS is an eligible claimant and also for communicating potential recoveries that exceed the SMRS’s litigation threshold to the BOI executive team.

SCOPE

This Contract is for Securities Litigation Monitoring Services, which sits at the front end of the SMRS’ overall securities litigation strategy. Securities litigation is used to recover money where the SMRS has realized damages and other losses due to securities fraud committed by companies within its investment portfolio. The SMRS views securities claims as assets, which are managed with the goal of maximizing total recovery. The Securities Litigation Monitoring Services and their effective implementation are instrumental in achieving this goal.

1. Requirements

1.1. General Requirements

I. The Contractor must:

A. Coordinate with the SMRS’s Custodian for the purposes of obtaining trading information necessary for monitoring the portfolio.

B. Have the capabilities to work with a securities custodian in order to track claims filed by the custodian with litigation pending for which SMRS is eligible to participate.

C. Coordinate with the Compliance and Corporate Governance (CCG) Division in conducting a monthly reconciliation of all accounts open through the Custodian and those monitored for securities litigation to ensure all holdings are being monitored.

D. Monitor the SMRS’s investment portfolio to identify newly filed, pending, and settled securities fraud litigation and other actions in which it has a financial interest in domestic securities class action litigation in which a potential breach of any duty owed to the SMRS has occurred; provide email notification of applicable actions.

E. Use internal and external resources to identify, evaluate, and monitor litigation in which the SMRS has a financial interest including SEC filings, media reports, and pertinent web sites in addition to its review of securities class action filings.

F. Use external resources and sources of information in the research process. The sources may include but are not limited to:

a. Feeds from third-party securities class action data providers; Employs two feeds from class action data providers to ensure redundancy.

b. Notices directly from claims administrators.

c. Tailored alerts generated by LexisNexis, the PACER system, and Bloomberg or other comparable order management system.

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d. Security identification capabilities from Bloomberg.

e. Notices from plaintiff law firms.

f. A variety of online content aggregation tools designed to identify relevant news trends on the web.

G. Data and information received through feeds from third-party securities class action data providers and tailored alerts is updated in Contractor’s portal one to four business days thereafter. Other data information sourced from notices and the Contractor’s research capabilities is updated when new information is made available.

H. Identify actions where the SMRS has been adversely impacted and estimate the legally recoverable damages following protocols established by the National Association of Public Pension Attorneys.

I. Identify approaching proof of claim filing deadlines for those cases in which the SMRS has a financial interest and provide the SMRS with notification via e-mail of the filing date.

J. Verify on a monthly basis that the custodian has timely submitted claims on State’s behalf in all class actions where the SMRS has a financial interest. Provide the SMRS with written notice when Contractor determines that Custodian did not timely file a proof of claim in an action where the SMRS’s SMRS is an eligible claimant.

K. Monitor securities litigation in which the SMRS has been impacted providing separate notice to the SMRS when a case exceeds the SMRS loss threshold (currently $10 million) for evaluating whether the SMRS should pursue lead plaintiff status in accordance with the SMRS Securities Litigation Policy (a copy of which will be provided at a date approved by the Program Manager).

L. For non-US group actions, provide the SMRS with information necessary for making an informed decision about participating in the recovery including an analysis of jurisdiction issues and background on the litigation funder.

M. For non-US group actions where the SMRS’s SMRS has agreed to participate, provide the SMRS with monthly updates on the status of the litigation.

N. Provide a Web-based platform and email alerts that will make available information on newly filed, pending, and settled securities fraud litigation cases. Information must include:

a. Information on Defendant and Plaintiff (identities and legal representation);

b. Links to relevant court filings;

c. Summary of Allegations;

d. Analysis of the SMRS’ financial interest;

e. All relevant or related CUSIP numbers;

f. Docket numbers;

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g. Class period holdings;

h. Company tickers; and

i. Any other relevant information to allow the SMRS to verify holdings.

O. Provide a Web-based platform that will generate reports specific to the SMRS. Portal must contain a watch list (potential claims), decision list , and case list (pending cases.

Based on the State’s reporting needs, Contractor must provide State with an Excel workbook that can be filtered to support any ad-hoc inquiries, which can be downloaded from the Contractor’s Portal or can be sent by secure email. Contractor will develop custom reports to be provided on an as-requested basis.

P. Be responsive and available on an as needed basis to answer questions about newly filed, pending, and recently settled securities litigation or in other cases in which the SMRS has a financial interest.

Q. Certify that it meets the following minimum qualifications:

a. Contractor is NOT a law firm in the business of litigation securities class action cases.

b. Contractor has extensive experience in monitoring public pension fund involvement with U.S. and non-U. S class action securities litigation cases.

c. Contractor has the resources necessary for identifying, evaluating, and monitoring U.S. and non-U.S. securities fraud litigation matters.

R. The Contractor must provide guidance with respect to antitrust matters, that have a potential impact on or give rise to an opportunity to recover under a proof of claim for the SMRS.

II. International Securities Litigation Monitoring, Research and Participation

A. Contractor must provide the SMRS with access to detailed information and customized guidance based on the requirements of each non-US jurisdiction in which relevant litigation is identified.

a. Deliver case profiles that provide insight into the group claims process in different jurisdictions and the local players involved with regular updates of country-specific requirements.

b. Actively monitoring international group actions and optional email alerts, which notify applicable cases and potential eligibility.

c. Provide unlimited access to a web-based platform which has the ability to include all current and historical research and reporting needs.

d. Be able to create an opportunity analysis detailing case eligibility and the required steps for each case by using the SMRS data.

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e. Provide loss/damage calculations based on the data supplied by the SMRS to assist the SMRS in considering whether to participate in eligible group actions.

f. Provide ongoing insight through quarterly newsletters and private webinar briefings.

B. Event Participation: Registering Interest and Participation Support

a. Should the SMRS elect to participate in non-US group securities litigation, Contractor will register interest with the organizer on behalf of accounts for which approval is granted by the organizer.

b. Contractor can submit transaction histories to organizers for preliminary loss analysis. This initial step can be performed anonymously (when permitted by the organizer).

c. Contractor will facilitate the opt-in process by submitting applicable documentation and ensuring that required steps for participation are met.

d. Contractor will provide relevant transaction histories with applicable documentation to litigation organizers as required for participation in the proposed action.

e. Contractor can provide upfront and ongoing research and support for participation in the litigation from inception through to settlement and disbursement.

1.2. Transition

If the State terminates the Contract, for convenience or cause, or if the Contract is otherwise dissolved, voided rescinded, nullified, expires or rendered unenforceable, the Contractor agrees to comply with direction provided by the State to assist in the orderly transition of equipment, services, deliverables, software, leases, etc. to the

State or a third party designated by the State, if applicable. If the Contract expires or terminates, the Contractor agrees to make all reasonable efforts to effect an orderly transition of services and deliverables within a reasonable period of time that in no event will exceed ninety (90) days. These efforts must include, but are not limited to, those listed in Section 31 of the Contract Terms.

1.3. Training

The Contractor must provide the following training:

1. Provide comprehensive training and instruction to State employees on using the Web-based platform, at the onset of the relationship and as changes are made to the system.

2. An annual on-site or virtual meeting with vendor staff to provide hands on discussion or training on applicable applications.

1.4. Specific Standards

IT Policies, Standards and Procedures (PSP)

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Contractors are advised that the State has methods, policies, standards and procedures that have been developed over the years. Contractors are expected to provide proposals that conform to State IT policies and standards. All services and products provided as a result of this RFP must comply with all applicable State IT policies and standards. Contractor is required to review all applicable links provided below and state compliance in their response.

Public IT Policies, Standards and Procedures (PSP):

https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html

1.5. User Type and Capacity

Contractor must be able to meet the expected number of concurrent Users without crashing or impacting service performance.

Contractor will provide a web-based Portal and scale server resources to prevent system disruptions.

1.6. End-User Operating Environment

The SOM environment is X86 VMware, IBM Power VM and Oracle VM, with supporting enterprise storage monitoring and management.

The software must run under commonly used web browsers. At a minimum the software must support Internet Explorer v11 or higher, or Edge, Chrome v71 or higher, Firefox v62 or higher, and Safari v12 or higher for iOS operating systems.

Contractor must support the current and future State standard environment at no additional cost to the State.

Contractor must notify clients of impending functionality enhancements during regularly scheduled conference calls and will send email alerts when appropriate. Contractor will not reduce or remove functionality without discussion with client. Any significant changes to application roadmap will be discussed during regularly scheduled calls and Contractor will likely include feedback and client requests in roadmap to improve overall client service.

Contractor must identify any plug-ins for future system requirements

Contractor will regularly solicit functionality requests from clients to assure that its application best serves them and will work to incorporate those requests into future application versions whenever practical. If application upgrades or modifications require the system to be offline, Contractor will schedule such work outside of regular business hours. In the rare event that such maintenance requires system downtime during business hours, Contractor will communicate maintenance schedules in advance and verify that system interruption will not negatively impact clients.

1.7. Hosting

Contractor must maintain and operate a backup and disaster recovery plan (See Exhibit 1 to Schedule E) to achieve a Recovery Point Objective (RPO) of 24 hours, and a Recovery Time Objective (RTO) of 24 hours.

1.8. Secure Web Application Standard

https://www.michigan.gov/dtmb/0,5552,7-358-82547_56579_56755---,00.html

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Contractor’s solution must meet the State’s Secure Application Development Standards as mandated by the State.

Secure Application Development Life Cycle (SADLC) Contractor is required to meet the States Secure Application Development Life Cycle requirements that include:

A. Security Accreditation Contractor agrees to work with the State in good faith to respond to security inquiries and complete security questionnaires, as requested by the State.

B. Application Scanning, Externally hosted solutions. The DIVIDEX portal application is hosted at RackSpace, a tier 1 data center, that employs state of the art security policies and procedures as well as its own securities operations center that we believe follows a 24x7x365 “follow the sun” Security Operations model, with a global response footprint and uses foundational, advanced, and next-generation security tools and services, to provide security monitoring and protection of people, assets, and operations. In the next year, we expect to migrate the DIVIDEX portal application to Microsoft’s Azure platform that has like-kind security policies and procedures.

C. Infrastructure Scanning, Externally hosted solutions. RackSpace is an advanced industry-leading cloud provider that employs numerous tools, technologies, and processes to safeguard hosted operations. Rackspace employs these solutions continuously (24/7/365) and man its security operations with a dedicated team of data security professionals to provide continuous monitoring and analysis of the latest security threats to help identify and defeat malicious activities as reflected in the Rackspace SOC I report, provided to

State by the Contractor.

2. Service Requirements

2.1. Timeframes

All Contract Activities must be delivered within two business days from receipt of order.

The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

3. Staffing

3.1. Contractor Representative

The Contractor must appoint a single point of contact specifically assigned to State of Michigan accounts, who will respond to State inquiries regarding the Contract Activities, answer questions related to ordering and delivery, etc. (the “Contractor Representative”).

The Contractor must notify the Contract Administrator at least 14 calendar days before removing or assigning a new Contractor Representative.

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3.2. Contract Administrator

The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

Kyle Elzinga 7285 Parsons Drive Dimondale, MI 48913 ElzingaK1@michigan.gov 517-614-0956

Irwin B. Schwartz One University Ave., Suite 301(c) Westwood, MA 02090 ischwartz@dividexmanagement.com 781-636-5075

3.3. Program Manager

The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Karl Borgquist 2501 Coolidge Rd East Lansing, MI 48823 borgquistk@michigan.gov 517-230-8419

William Adams One University Ave., Suite 301(c) Westwood, MA 02090 wadams@dividexmanagement.com 781-636-5076

3.4. Technical Support, Repairs and Maintenance

The Contractor must be available for calls and service during the hours of 8:00 am to 5:00 pm EST. Contractor customer service team can be contacted at 1-800-416-9820 ext. 5076.

When providing technical support, the Call Center must resolve the caller’s issue within 72 hours. If the caller’s issue cannot be resolved within 72 hours, on-site service must be scheduled. The on-site service must be performed within 48 hours of the time the issue was scheduled for service.

3.5. Work Hours

The Contractor must provide Contract Activities during the State’s normal working hours Monday – Friday, 7:00 a.m. to 6:00 p.m. EST and possible night and weekend hours depending on the requirements of the project.

3.6. Key Personnel

The Contractor must appoint Key Personnel who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquiries within 48 hours.

A. The Contractor must identify all Key Personnel that will be assigned to this contract in the table below which includes the following:

1. Name and title of staff that will be designated as Key Personnel.

2. Identify which of the required key personnel positions they are fulfilling.

mailto:ischwartz@dividexmanagement.com mailto:wadams@dividexmanagement.com

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3. Key Personnel’s roles and responsibilities, as they relate to this RFP, if the

Contractor is successful in being awarded the Contract. Descriptions of roles should be functional and not just by title.

4. Identify if each Key Personnel is a direct, subcontract, or contract employee.

5. Identify where each Key Personnel staff member will be physically located (city and state) during the Contract performance.

1.

Name

2.

Position Fulfilling Years of Experien ce in Current Classific ation

3.

Role(s) / Responsibilities

4.

Direct / Subcontract

/ Contract

5.

Physical Location

Irwin Schwartz Founder President;

Eight years

Executive leadership, vision and strategy, client advice, legal analysis and negotiation of retainer and funding agreements

Direct Westwood, MA

William Adams Chief Complian ce Officer, Chief Operating Officer

Less than one year

Day-to-day operations and execution. Legal analysis and information governance including oversight of legal analyst staff and the client-facing information on the DIVIDEX Portal.

Direct Westwood, MA

David Pineau Chief Technolo gy Officer

Four years

Strategic application development, database development, business

Direct Westwood, MA

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1.

Name

2.

Position Fulfilling Years of Experien ce in Current Classific ation

3.

Role(s) / Responsibilities

4.

Direct / Subcontract

/ Contract

5.

Physical Location intelligence, financial application, and data security management.

Antoine Brewster Financial Analyst

Less than one year

Identification of potential cases and financial analysis using Bloomberg, custodial portals and a variety of propriety and standard software tools and applications.

Executes daily screen process.

Direct Westwood, MA

Amanda Sutrick Legal Analyst

New hire

Monitoring dockets, research new cases, prepare case reports, update DIVIDEX Portal as necessary

Direct Westwood, MA

3.7. Disclosure of Subcontractors

If the Contractor intends to utilize subcontractors, the Contractor must disclose the following:

The legal business name; address; telephone number; a description of subcontractor’s organization and the services it will provide; and information concerning subcontractor’s ability to provide the Contract Activities.

The relationship of the subcontractor to the Contractor.

Whether the Contractor has a previous working experience with the subcontractor. If yes, provide the details of that previous relationship.

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A complete description of the Contract Activities that will be performed or provided by the subcontractor.

Bidder must provide detailed information as requested in the above requirement(s).

The legal business name, address, telephone number of the subcontractor(s).

DIVIDEX Analytics, LLC One University Ave, Suite 301(c) Westwood, MA 02090

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

DIVIDEX Analytics, LLC holds two patents covering systems and methods for securities claims identification and recovery. It maintains the DIVIDEX Portal and provides technology support services for DIVIDEX Management, LLC

The relationship of the subcontractor to the Bidder.

DIVIDEX Analytics, LLC and DIVIDEX Management, LLC are both wholly owned by IPRI, LLC and share office space and personnel under intra-company agreements.

Whether the Bidder has a previous working experience with the subcontractor.

If yes, provide the details of that previous relationship.

DIVIDEX Analytics, LLC and DIVIDEX Management, LLC are co-occurring entities.

DIVIDEX Analytics provides technology support for all DIVIDEX Management clients and activities.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

DIVIDEX Analytics, LLC maintains the DIVIDEX Portal through which DIVIDEX Management, LLC offers global securities litigation monitoring services, including a searchable database of all the claims and potential claims to which clients have exposure, estimates market losses, identifies, and calculates case deadlines (such as statute of repose and foreign litigation registration deadlines), and publishes related memos, reports and charts prepared by DIVIDEX Management analysts

Of the total bid, the price of the subcontractor’s work.

$78,000 per year plus $50,000 for optimization and reconciliation services.

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Bidder must provide detailed information as requested in the above requirement(s).

The legal business name, address, telephone number of the subcontractor(s).

BLA Schwartz, P.C.

One University Ave., Suite 302(b) Westwood, MA 02090

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

BLA Schwartz, PC is a law firm founded in 1994 by Irwin Schwartz. BLA Schwartz focuses on business litigation and providing securities litigation advice to pension funds and institutional investors.

The relationship of the subcontractor to the Bidder.

Irwin Schwartz, Founder and President of DIVIDEX Management, LLC is also the principal of BLA Schwartz, P.C.

Whether the Bidder has a previous working experience with the subcontractor.

If yes, provide the details of that previous relationship.

DIVIDEX Management, LLC has an ongoing relationship with BLA Schwartz, P.C., for merits and potential recovery analysis with respect to securities litigation, and to support clients that decide to take an active role in securities litigation, including selection of counsel, negotiation of fee agreements, and supervision of counsel.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

BLA Schwartz, P.C., will provide merits and potential recovery analysis with respect to securities litigation under the Optional Global Securities Litigation Monitoring Service, and if the State decides to take an active role in a securities litigation, BLA Schwartz P.C. will advise on selection of counsel, negotiation of fee agreements, and supervision of counsel.

Of the total bid, the price of the subcontractor’s work.

Included in Global Securities Litigation Monitoring pricing at no additional charge, paid by DIVIDEX Management through intra-company cost-sharing agreement with BLA Schwartz.

Bidder must provide detailed information as requested in the above requirement(s).

The legal business name, address, telephone number of the subcontractor(s).

DIVIDEX Risk Insurance Company One University Ave., Suite 301(c) Westwood, MA 02090

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3.8. Security

The Contractor will be subject to the following security procedures:

The Contractor must explain any additional security measures in place to ensure the security of State facilities. The State may require the Contractor’s personnel to wear State issued identification badges.

The Contractor’s staff may be required to make deliveries to or enter State facilities. The Contractor must: (a) explain how it intends to ensure the security of State facilities, (b) whether it uses uniforms and ID badges, etc., (c) identify the company that will perform background checks, and (d) the scope of the background checks.

4. Project Management

4.1. Project Plan

The Contractor will carry out this project under the direction and control of the Program Manager. Within 30 calendar days of the Effective Date, the Contractor must submit a final project plan to the Program Manager for approval. The plan must include: (a) the Contractor's organizational chart with names and title of personnel assigned to the

Bidder must provide detailed information as requested in the above requirement(s).

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities.

DIVIDEX Risk, a Delaware statutory trust, is an affiliated captive insurance carrier that provides DIVIDEX Management clients adverse party legal expense insurance for claims in loser-pays jurisdictions that meet our underwriting criteria.

The relationship of the subcontractor to the Bidder.

DIVIDEX Risk, LLC and DIVIDEX Management LLC, are both wholly owned by

IPRI, LLC.

Whether the Bidder has a previous working experience with the subcontractor.

If yes, provide the details of that previous relationship.

DIVIDEX Risk was organized specifically to provide adverse party cost insurance to DIVIDEX Management LLC clients.

A complete description of the Contract Activities that will be performed or provided by the subcontractor.

DIVIDEX Risk provides adverse legal expense insurance for claims in loser-pays jurisdictions that meet our underwriting criteria.

Of the total bid, the price of the subcontractor’s work.

$10,000 (est.) annual premium, depending on underwriting, included in the Global Litigation Monitoring pricing, but may be deducted if not wanted by State.

Version 2021-2 Page 16 of 48 project, which must align with the staffing stated in accepted proposals; and (b) the project breakdown showing sub-projects, tasks, timeline, and resources required.

Project plan for Securities Litigation Monitoring Services outlined below:

Onboarding Day 1 through 30 (subject to custody bank timely performance) o Introductions in kickoff meeting at client – Irwin Schwartz, Pres.

o Data acquisition – David Pineau CTO

Obtain portal credentials from custody bank Investigate accessibility of Bureau of Investment’s portfolio via Bloomberg PORT function Build client data staging tables and associated import processes Test custodial data access functionality Verify import process functionality o Portal configuration – David Pineau CTO Identify client users

Obtain email and password information Determine use cases – Will Adams COO Determine notification thresholds and cadence – Will

Adams COO Schedule portal training o Determine bespoke reporting requirements – David Pineau CTO Determine use cases and requirements Determine workflow and cadence Prepare and circulate pro forma reports for evaluation and commentary Iterate report development and collaboration with client Finalize and schedule reports o Determine claims filing processes and procedures Informational meeting with client and custody bank personnel to discuss DIVIDEX services and approach Arrange for access to custodial claim and payment reports Determine notification and decision-making process for claims filing optimization opportunities Regular service Day 31 through end of calendar year o Notifications from DIVIDEX Portal at customer instructed thresholds and cadence – Antoine Brewster FA o Claims filing optimization recommendations – David Pineau CTO o Periodic meetings at customer’s cadence to evaluate DIVIDEX performance and adjustments to DIVIDEX services

4.2. Meetings

The Contractor must attend the following meetings:

Kick-off meeting within 30-calendar days of the Effective Date.

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The State may request other meetings to be held virtually or in-person, as it deems appropriate.

4.3. Reporting

The Contractor must submit to the Program Manager the following written reports:

1. Provide a monthly report detailing the SMRS’ [income] [dollar figure amounts] generated from the SMRS’ securities litigation matters.

2. Delivery monthly report evidencing lists of settlements for which the SMRS has filed a claim, including breakdown of dollar figures of settled amounts.

3. Provide the SMRS with a monthly securities litigation income report detailing all income received from securities litigation proceeds.

5. Pricing

5.1. Price Term

Pricing is firm for the entire length of the Contract.

6. Ordering

6.1. Authorizing Document

The appropriate authorizing document for the Contract will a Purchase Order or Delivery Order.

7. Invoice and Payment

7.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) purchase order or delivery order number; (c) quantity; (d) description of the Contract Activities; (e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number and (h) total price.

Overtime, holiday pay, and travel expenses will not be paid.

7.2. Payment Methods

The State will make payment for Contract Activities within 45 days of the State’s receipt of invoice.

7.3. Procedure

Invoices are sent to TREAS-BOI-INVOICES@michigan.gov and treas_fadinvoices@michigan.gov - which is received and processed by BOI. The invoice is checked against the contract to make sure terms align, then sent to the Program Manager for approval. The approved invoices are then directed to Treasury’s Accounting Services for payment. Purchasing may be brought in if there are questions surrounding the contract or if Accounting Services and/or BOI need a new PO/DO.

Accounting Services verifies and enters the payment into SIGMA.

8. Liquidated Damages mailto:TREAS-BOI-INVOICES@michigan.gov mailto:treas_fadinvoices@michigan.gov

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Late or improper completion of the Contract Activities will cause loss and damage to the State, and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if there is late or improper completion of the Contract Activities the State is entitled to collect liquidated damages in the amount of $500 and an additional $100 per day for each day Contractor fails to remedy the late or improper completion of the Work.

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DIVIDEX Management, LLC

SCHEDULE B PRICING

Security Litigation Monitoring Services

Quick payment terms: 5% discount off invoice for Securities Litigation Monitoring Services if paid within 30 days after receipt of invoice.

Securities Litigation Monitoring Services

Year 1 Year 2 Year 3 Grand Total Option Year 1 Option Year 2

$110,000 $106,000 $100,000 $316,000 $100,000 $100,000

Securities Litigation Monitoring Services

SECURITIES CLASS ACTION FILING OPTIMIZATION AND RECOVERY

RECONCILIATION1

Year 1 Year 2 Year 3 Grand Total Option Year 1 Option Year 2

20,000 20,000 20,0000 60,000 18,000 18,000

1 This pricing for Filing Optimization and Recovery Reconciliation is only available as an add on to Securities Litigation Monitoring Services and is not available as a stand-alone service.

Securities Litigation Monitoring Optional Services –

Global Securities Litigation Monitoring Pricing (See Schedule A, Section I L and M and Section II A & B)

Year 1 Year 2 Year 3 Grand Total Option Year 1 Option Year 2

$55,000 $52,500 $50,000 $157,500 50,000 50,000

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and DIVIDEX Management, LLC (“Contractor”), a Delaware Limited Liability Company. This Contract is effective on July 27, 2022 (“Effective Date”), and unless terminated, expires on July 26, 2025.

This Contract may be renewed for up to renewed for up to two (2) additional one (1) year option period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Accept” has the meaning set forth in Section 20.

“Acceptance” has the meaning set forth in Section 20.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 33.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by Law to be closed for business.

“Business Owner” is the individual appointed by the agency buyer to (a) act as the agency’s representative in all matters relating to the Contract, and (b) co-sign off on notice of Acceptance. The Business Owner will be identified in the Statement of Work.

“Change” has the meaning set forth in Section 5.

“Change Notice” has the meaning set forth in Section 5.

“Change Proposal” has the meaning set forth in Section 5.

“Change Request” has the meaning set forth in Section 5.

“Confidential Information” has the meaning set forth in Section 38.a.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

“Contract” has the meaning set forth in the preamble.

“Contract Activities” includes the Services, Deliverables, delivery of commodities, or other contractual requirements set forth in Schedule A – Statement of Work, including any subsequent Statement(s) of Work, that the Contractor agrees to provide, and the State agrees to purchase pursuant to the terms of this Contract.

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“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract.

Each party’s Contract Administrator will be identified in the Statement of Work.

“Contractor” has the meaning set forth in the preamble.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the State’s requests to obtain Contract Activities.

“Contractor Personnel” means all employees of Contractor, or any Permitted Subcontractors involved in the performance of Services hereunder.

“Deliverables” means all materials, including, but not limited to Software, Documentation, written materials and commodities, that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in Schedule A - Statement of Work.

“Dispute Resolution Procedure” has the meaning set forth in Section 55.

“Documentation” means all generally available documentation relating to the Software, including all user manuals, operating manuals and other instructions, specifications, documents and materials, in any form or media, that describe any component, feature, requirement or other aspect of the Software or Hosted Services (as defined in Schedule E), including any functionality, testing, operation or use thereof.

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means collectively all fees collected by the Contractor pursuant to the terms of this Contract.

“Financial Audit Period” has the meaning set forth in Section 42.

“Force Majeure” has the meaning set forth in Section 54.

“HIPAA” has the meaning set forth in Section 47.

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable Law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in Schedule A – Statement of Work.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, Version 2021-2 Page 22 of 48 state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Loss or Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“New Version” means any new version of the Software that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to WCAG 2.0 Level AA.

“Permitted Subcontractor” has the meaning set forth in Section 13.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Pricing” means any and all fees, rates and prices payable under this Contract, including pursuant to any Schedule or Exhibit hereto.

“Pricing Schedule” means the schedule attached as Schedule B, setting forth the Fees, rates and Pricing payable under this Contract.

“Program Manager” is the individual appointed by each party to (a) monitor and coordinate the day-to-day activities of this Contract, and (b) for the State, to co-sign off on its notice of Acceptance of the Deliverables. Each party’s Program Manager will be identified in the Statement of Work.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request designed to solicit responses for Contract Activities under this Contract.

“Software” means Contractor’s software set forth in the Statement of Work, and any Maintenance Releases or New Versions provided to the State and any Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract and the License Agreement.

“Services” means any of the services Contractor is required to or otherwise does provide under this Contract, Schedule A - Statement of Work, Schedule C -

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Software Terms for On-site Hosting (if applicable), and Schedule D – Contractor Hosted Software and Services (if applicable).

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Site” means the physical location designated by the State in, or in accordance with, this Contract or the Statement of Work for delivery or installation of the Contract Activities.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 37.a.

“State Materials” means all materials and information, including equipment, documents, data, know-how, ideas, methodologies, specifications, software, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“Statement of Work” means any statement of work entered into by the parties and attached as a schedule to this Contract. The initial Statement of Work is attached as Schedule A, and subsequent Statements of Work shall be sequentially identified and attached as Schedules A-1, A-2, A-3, etc.

“Stop Work Order” has the meaning set forth in Section 27.

“Term” has the meaning set forth in the preamble.

“Third Party” means any Person other than the State or Contractor.

“Transition Period” has the meaning set forth in Section 31.

“Transition Responsibilities” has the meaning set forth in Section 31.

“Unauthorized Removal” has the meaning set forth in Section 15.

“Unauthorized Removal Credit” has the meaning set forth in Section 15.

“Warranty Period” means the period set forth in Schedule A, the Statement of Work, commencing on the date of acceptance of all Deliverables purchased pursuant to the terms of this Contract.

“WCAG 2.0 Level AA” means level AA of the World Wide Web Consortium Web Content Accessibility Guidelines version 2.0.

“Work Product” means all State-specific deliverables that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to written materials, computer scripts, software configuration, software customization, APIs, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this

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Contract whether or not embodied in this Contract. Work Product does not include any of Contractor’s software, system, processes, analytics, methods, know-how or tools.

Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

(g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

Statement(s) of Work. Contractor shall provide the Contract Activities pursuant to Statements of Work entered into under this Contract. No Statement of Work shall be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work shall commence on the parties' full execution of the Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and attached as a schedule to this Contract. The State shall have the right to terminate such Statement of Work as set forth in Sections 28 and 29 Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work is strictly required.

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