PBGC_RFP_16PBGC25R0052_Attachment_5_-_Phase_2_Corporate_Experience_Questionnaire.pdf

ATTACHMENT 5 – CORPORATE EXPERIENCE QUESTIONNAIRE

ACTIVE EMERGING MARKET EQUITY INVESTMENT MANAGEMENT SERVICES

REQUEST FOR PROPOSAL No. 16PBGC25R0052

The offeror must respond to each of the questions in the format below.

FACTOR 4 - CORPORATE EXPERIENCE

Where tables are indicated as part of a question (Tables 15-19 below), please provide data in the attached Excel tables (Attachment 6). The Excel tables in Attachment 6 are the required template to be completed by the Offeror.

A. BACKGROUND

1. Provide the year the organization was founded and a brief history of the firm, including the date the firm was registered with the SEC as a registered investment advisor. Provide a link to the latest ADV Part I and Part II. If bank exempt, provide proof of bank exemption.

2. Provide the location and functions of each of your firm's investment management offices including the number and type of professionals in each office.

3. Describe the ownership structure of your organization. List any affiliated companies. Please provide an organization chart, and please also diagram the interrelationships between any parent-subsidiary, affiliate, or joint venture entities.

Have you announced any in your organization’s basic ownership structure or any other significant changes in your organization? If so, please explain.

4. Discuss your organization’s succession plan. Has the firm announced any significant changes in its organizational leadership?

5. Within the past three years, have there been any significant developments in your organization (changes in ownership, personnel reorganization, divestiture of business, lift outs of investment teams, etc.)? If so, please describe.

6. Please list your firm’s lines of business and approximate contributions of each business to your organization’s total revenue.

a. If you are an affiliate or subsidiary of an organization, what percentage of the parent firm’s total revenue does your subsidiary or affiliate generate?

b. What percentage of revenues is derived from investment management?

c. What other services or products are offered by the parent?

7. Provide the most recent annual (10-K) and quarterly financial statements (10-Q) filed with the SEC, if applicable. If the firm does not currently file financial statements with the SEC, provide audited financial statements for the most recent fiscal year plus the period from the most recent fiscal year through 9/30/24. If audited financial statements are not available, please provide unaudited financials. If the firm does not provide its non-SEC financial statements, provide a letter that confirms a positive net worth for the firm from an independent CPA firm and provides details on the financial condition of the firm. Lastly, a description of any recent material changes to the firm since the most recent financial statement provided must be included.

8. Has your organization or any officer or principal been involved in any business litigation or other legal proceedings relating to your investment management activities or other activities of the firm? If so, provide a brief explanation and indicate the current status.

9. What regulatory bodies have oversight of your business? Has your firm been the subject of any Attorney General, SEC or regulatory inquiries, investigations or audits in the last five years? If so, provide an explanation and indicate the current status.

10. Who provides the insurance policies against liability for violations of fiduciary duty and/or for errors and omissions and what is the amount of coverage afforded by each policy?

11. Disaster Recovery - do you have a plan and arrangements in place for an alternative work site should your facilities become inoperative because of fire, earthquake, etc.? Provide a summary of your firm’s most recent disaster recovery plan and indicate the frequency of testing and the date of the last test. Please provide the results of the last test. If you are precluded from providing details on the results, please provide a high level summary.

12. Has your firm ever been subjected to an independent evaluation of its internal control policies and procedures such as an SSAE 18 or SOC1 review? If so, please indicate whether the opinion was qualified or unqualified and whether such evaluations have identified any deficiencies within the firm. Describe any corrective actions management has implemented as a result of any deficiencies.

13. Describe your cybersecurity practices and how you safeguard your systems and intellectual property.

14. Does your firm maintain a written code of conduct, a “Code of Ethics” or a set of standards for professional behavior?

In addition, describe your firm’s policies and procedures related to personal securities transactions by firm personnel, and identify the person responsible for monitoring compliance.

15. Will you acknowledge in writing that you have an ERISA fiduciary obligation as an investment adviser to PBGC?

B. STABILITY AND GROWTH

1. Utilizing Table 18 in Attachment 6, provide assets under management for the past 5 years.

2. Utilizing Table 19 in Attachment 6, provide the names of the major (i.e., greater than $100 million) U. S. tax-exempt pension, insurance, and other client accounts currently invested in the proposed strategy (9/30/2024 market value).

Rank clients from largest to smallest by assets under management.

Ensure all information requested above is provided. If you need to secure permission from the client before releasing this information, do so before submitting your proposal.

3. What are the minimum and maximum account sizes your firm shall accept for both a commingled and a separate account basis for the proposed strategy? State the reasons why.

4. List all other products offered with total assets managed in each, regardless of client type.

5. Identify all emerging market equity clients that have terminated accounts with your organization over the past three years. Provide the firm name, fund account value, and reason for termination.