Corporate Governance and Proxy Voting Services Due Diligence RFP Questions Received and Answers .pdf

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Attached to
RFP-Corporate Governance Research and Proxy Voting Services
Solicitation number
BPM055787
Issued by
Maryland

About this file

This document is a Questions and Answers summary issued by the Maryland State Retirement Agency (Maryland SRA) in response to inquiries from prospective offerors regarding an RFP for Corporate Governance Research and Proxy Voting Services. The RFP seeks vendors to provide corporate governance research and proxy voting services beginning July 1, 2026. The services will cover approximately 2,130 votable U.S. meetings and 4,120 votable U.S. ballots annually, as well as approximately 2,830 votable non-U.S. meetings and 5,450 votable non-U.S. ballots. Technical and financial proposals may be submitted via email or mail, with instructions provided in Section 4.3 of the RFP. The Form of Contract included as Attachment G does not require a signature upon proposal submission; the selected contractor will execute the contract upon award notification. Prospective offerors may note any exceptions to contract terms in the Executive Summary section of their Technical Proposals.

Key qualification and submission requirements include compliance with the Investment Advisers Act of 1940 as detailed in Section 2.3.3 of the RFP and Attachment B. Offerors must submit Forms ADV Parts 1 and 2 if services fall under the Investment Advisers Act and must provide SSAE16, SSAE18, SOC1, or SOC 2 Type II certifications per Exhibit C-2, section 9. The RFP allows flexibility in proposal formatting and style for responses to the questionnaire in Attachment B. The "coverage universe" referenced in the Services Requested section refers to referential benchmarks such as MSCI ACWI, MSCI ACWI IMI, or other widely recognized proxies for an offeror's research and proxy voting issuer coverage universe. Maryland expects the contract terms and conditions attached to the RFP to form the basis of any agreement, though prospective offerors may note exceptions for negotiation.

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REQUEST FOR PROPOSAL

Corporate Governance Research and Proxy Voting Services

Responses to Questions From Prospective Offerors

March 24, 2026

1) Will Maryland accept utilization of the existing MSA (terms & conditions that were previously agreed to) as the basis of a contract for governance/proxy services that begins

July 1, 2026?

Per Section 1.19 of the RFP, an Offeror, if selected for award, is deemed to have accepted the terms of the RFP and the form of Contract attached to the RFP in Attachment G.

Accordingly, the expectation is that the Contract included with the RFP will form the basis of the agreement between the Agency and selected vendor. Prospective Offerors may note any exceptions to the terms set forth in the Contract in the Executive Summary section of their Technical Proposals.

2) Should proposals be emailed or mailed? The Key Summary information shows that proposals should be emailed, but Section 4.3 / Page 18 gives instructions for mailing in proposals.

The Technical and Financial proposals can ALSO be emailed using the email address and following the instructions provided in the RFP.

3) How many U.S. and non-U.S. meetings and ballots?

Approximately 2130 votable U.S. meetings and 4120 votable U.S. ballots.

Approximately 2830 votable non-U.S. meetings and 5450 votable non-U.S. ballots.

4) Does ATTACHMENT G - FORM OF CONTRACT need to be signed and submitted with our proposal, or will it be signed by us upon granting of the award by the Maryland SRA?

If a Contractor is awarded the Contract by the Agency at the conclusion of the RFP process, the Contractor may submit a signed copy of the Contract at that time. The Form of Contract does not need to be signed with the submission of a Contractor’s proposal.

5) Do the responses to the questionnaire in Attachment B need to be submitted in the same style, question headers, font, and format as they are presented in the REQUEST FOR

PROPOSALS (RFP) FOR CORPORATE GOVERNANCE RESEARCH AND PROXY

VOTING SERVICES document?

Prospective Offerors should use their discretion with respect to format and style when responding to the questionnaire in Attachment B.

6) If a Contractor’s services do not fall under the Investment Advisers Act of 1940, is this a disqualification for this RFP?

Please see:

• Section 2 of RFP (Offeror Minimum Qualifications), subsection 2.3 (Minimum

Qualifications), sub-subsection 2.3.3

• Attachment B, section II ix

• Attachment G, section 5., subsection 5.1.1

7) If a Contractor’s services do not fall under the Investment Advisers Act of 1940, do

Forms ADV Parts 1 and 2 need to be submitted?

Please see Exhibit C-2, section 9.

8) We do not have SSAE16, SSAE18, or SOC1 certificate equivalents, but we are working to obtain SOC 2 Type II certification later this year. Is this a disqualification for this RFP?

Please see Exhibit C-2, section 9.

9) In the Services Requested section of the questionnaire, what does ‘coverage universe’ mean to Maryland SRA?

The coverage universe can entail referential benchmarks such as MSCI ACWI, MSCI

ACWI IMI or any widely recognized proxy for a prospective Offeror’s research and proxy voting issuer coverage universe.

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