Section_J_Attachment_3_Corporate_Experience.docx

VOLUME 2 - PHASE 2 - TECHNICAL PROPOSAL

· Factor 2- CORPORATE EXPERIENCE

PLEASE RESPOND TO EACH OF THE QUESTIONS IN THE

FORMAT BELOW

A. BACKGROUND

1. Provide the year the organization was founded and a brief history of the firm, including:

a. 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.

b. The date the firm began managing active International Equity (EAFE) funds for U.S. tax-exempt clients.

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. If employees have the opportunity for equity ownership, please describe how broadly distributed the employee ownership is. Please list the investment professionals associated with the proposed product that have ownership in the firm.

4. 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.

5. Do you anticipate any near-term changes in your organization’s basic ownership structure or any other significant changes in your organization? If so, please explain.

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?

d. Describe the financial arrangement between your firm and your parent, if applicable. Does your firm pay out a percentage of revenue or profits to the parent? Does the parent have any budget control over your entity?

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 the latest audited financial statements. 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. Explain in detail any potential issues that could be created by the firm’s representation of PBGC, including issues with other client relationships, other services that your firm provides, or other revenue sources. Include other relationships that may inhibit services to PBGC.

9. 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.

10. 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.

11. Are your firm and/or the firm’s key personnel covered by insurance policies (or bonded) against liability for violations of fiduciary duty and/or for errors and omissions? If the answer is “yes,” please supply the name of the insurance carrier or carriers and the type and amount of coverage afforded by each policy. If the answer is “no,” how would the PBGC be protected against such occurrences?

12. 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.? Where are the alternative work sites and system backup locations for the International Equity team? 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 detail on the results, please provide a high level summary.

13. Has your firm ever been subjected to an independent evaluation of its internal control policies and procedures such as an SSAE 16 or SOC1 review? If so, please provide a copy. Have any of your clients had such an evaluation conducted on their behalf? If available, please provide copies. Please indicate whether such evaluations have identified any weaknesses within the firm and describe any corrective actions that have been implemented.

14. Does your firm maintain a written code of conduct, a “Code of Ethics” or a set of standards for professional behavior? If so, please provide this document.

a. 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.

b. Explain what steps the firm has taken to eliminate conflicts of interest between client portfolios and securities transactions by firm personnel.

15. Discuss your organization’s succession plan. Does the firm anticipate any significant changes in its organizational leadership?

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

B. STAFFING

1. List the total number of persons employed by discipline as of 12/31/15. Please provide the chart for the entire firm and for the EAFE of business. Use the following format:

2. Briefly describe your firm’s back office divisions covering general compliance, information technology, client service/portfolio accounting, and marketing. Provide an organizational chart of your firm’s back office divisions covering general compliance, information technology, client service/portfolio accounting, and marketing in an attachment.

a. Where do these divisions overlap across business units (investment products, retail vs. institutional, functional units) and where are there dedicated support functions for each of these units?

b. Provide a schematic of the reporting channel between back office and senior management in an attachment.

c. Make sure to include biographical information on key back office executives handling general compliance, information technology, client service/portfolio accounting, and marketing in an attachment.

d. Do you have a Chief Compliance Officer? If so, provide a biography and describe the individual’s reporting channel.

3. Indicate whether the international equity (EAFE) investment management capability was developed in-house or derived through acquisition of investment talent from another firm. If the latter, indicate when this occurred.

4. Provide a detailed organization chart of the international equity (EAFE) investment professionals including names and titles in an attachment.

5. List all principal officers, portfolio managers, research analysts, and client service officers involved with the subject product and provide detailed biographies for each individual in an attachment as of 12/31/15. In the table below, highlight the person(s) who would be responsible for PBGC’s account including the lead and back-up portfolio managers and client-service professional(s). Please also provide this table in an excel format.

6. Please list all other products the investment professionals in the chart above are also responsible for or associated with or provide advice for. Include number of clients and AUM for each product.

7. To the extent there are any formal teams or committees (e.g., investment committee, T-cost committee, etc...) involving investment professionals, provide the names of the persons on each committee. Describe the purpose of the meeting, its frequency and duration.

8. Fill out the tables below and indicate when and why any key investment personnel (e.g., portfolio managers, analysts, and traders) left or joined the firm in the last five years as of 12/31/15. List by asset class and function. Please also provide these tables in an excel format.

# Joined

# Departed

% Cumulative Turnover Average Annual % Turnover

9. Describe your firm’s backup procedures and persons involved in the event the key investment professional assigned to this account should leave the firm.

10. Discuss your organization's compensation and incentive program for investment professionals, including details of how bonuses are determined. How are professionals evaluated and rewarded? Describe the differences, if any, in the compensation structures between portfolio managers and research analysts. What metrics are most important in determining compensation? What incentives are provided to attract and retain superior individuals? If equity ownership is possible, on what basis is it determined and distributed?

11. Which of your firm's offices would service this account? What services would specifically be provided by each office? PBGC prefers to have its client service professionals located in the same office as the investment professionals managing our account.

12. The PBGC conducts in-person meetings at either its offices or the investment manager’s offices at minimum twice a year. Who shall be the client service officer assigned to the PBGC relationship? How often would he/she be available for client meetings? How often would the portfolio manager be available for client meetings? How often would the chief investment officer and/or other senior personnel in the organization (e.g., CEO) be available for client meetings?

13. Explain how the client service team dedicated to the PBGC account would function, including lead person, back-up, quality control, and support services. Is there one individual who will be responsible for quality control for all work done for the PBGC?

14. What is the current number of accounts managed and serviced by each professional (client service and portfolio management) servicing this specific product?

15. What is your firm’s policy on the maximum allowable accounts serviced by portfolio management and client-service professionals? Explain how the firm controls the quality of service provided to the clients and the average number of clients assigned a) per portfolio manager and b) per client service professional(s) including articulation of the specific factors considered in client account allocation.

16. Provide a standard client reporting package for this product in an attachment (e.g., performance, strategy reviews, attribution, etc.) and indicate their frequency and the timing of their delivery (what business day?).

17. Describe any on-line information or reporting capabilities you make available for client use. Can you provide client reports on various electronic formats such as CD-ROM, e-mail or internet as well as hard copy?

18. What other communication and educational conferences are provided to clients (include a description and/or samples of newsletters, seminars, etc.)?

C. STABILITY AND GROWTH

1. Provide the following for the proposed subject product, adhering to the following format. Please also provide the table in an excel format.

2. 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 (12/31/2015 market value). Using the following format, 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 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. Are there EAFE strategies in which you have capacity limits due to market liquidity? Does the firm anticipate closure of the proposed strategy in the future? What criteria would induce the firm to take such action? If total assets in the strategy is a factor, identify the approximate asset levels at which the strategy would have a hard closure (i.e. no new investments from new or existing investors) as well as a soft closure (i.e. allows new investments from existing investors only).

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

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

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