APPENDIX F

LEGAL REQUIREMENTS, REGULATORY COMPLIANCE AND REFERENCES QUESTIONNAIRE

Appendix F – Legal Requirements, Regulatory Compliance and References Questionnaire Page 4 of 6 ERS Public Equity Investment Advisory Services RFQ

APPENDIX F

LEGAL REQUIREMENTS, REGULATORY COMPLIANCE AND REFERENCES QUESTIONNAIRE

Respondent shall reference RFQ Section I for a list of definitions applicable to this appendix.

Legal Requirements and Regulatory Compliance

A.1. Legal Entity Incorporation or Formation Information. Provide the following information for the organization(s) that will be providing the Services, including any entity holding any license or registration required to provide the Services, as applicable. Duplicate the table below for each entity provided:

A.1.a. Provide the information on the table below for the contracting entity’s registered agent in Texas:

A.1.a.i. If the contracting entity does not have a registered agent in Texas, provide an explanation:

A.2. Parent or Sponsoring Corporations. If Respondent is relying on a parent or sponsoring corporation for financial support, provide the information in the table and choose one of the options listed below. If Respondent is not relying on a parent or sponsoring corporation for financial support, state “N/A”.

☐ Respondent’s parent or sponsoring corporation will co-sign or sign the Contract.

☐ Respondent’s parent or sponsoring corporation will provide a one hundred percent (100%) guarantee for Respondent’s Contract performance as negotiated with ERS. If this option is selected, ERS will provide its guarantee agreement for Respondent’s review. Respondent may redline the guarantee agreement according to the procedure described in RFQ Sections G.1. – G.1.a.

A.3. Standing. Confirm Respondent is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from contracting with any federal, state or local department or agency.

☐ Confirm

A.3.a. Confirm Respondent is and shall continue to be in good standing in the state in which it was incorporated or formed.

☐ Confirm

A.3.b. If Respondent has ever had its authority to conduct business in any state revoked, cancelled, suspended or forfeited, it shall provide an explanation. If Respondent has not had its authority to conduct business in any state revoked, cancelled, suspended or forfeited, it shall answer this interrogatory “N/A.”

A.3.c. Licenses and Registrations. Describe and confirm the validity of any license(s) and/or registration(s) that Respondent or any of its employees, independent contractors, or subcontractors are required to maintain in connection with the provision of the Services. Specifically identify any such licenses and registrations required by the State.

A.4. Ownership Transactions. Describe any proposed, pending or completed merger, acquisition, sale, joint venture or other similar transaction involving Respondent’s organization, or any part of Respondent’s organization that will provide the Services under the Contract, during the past five (5) years (if applicable). Include any transaction or financing that may result or has resulted in a change of control in Respondent’s organization, or in the case of an acquisition, a change of control at the target organization.

A.4.a. If Respondent identified any transactions in the previous question, explain the impact both in organizational and directional terms.

A.5. Legal Disclosures. Respondent shall not refer ERS to any third-party websites or other sources in order for ERS to obtain this information.

A.5.a. For Respondent and any of Respondent’s officers, directors, parent companies, affiliates, and subcontractors and any person identified by Respondent who will be performing any service under the RFQ and Contract, disclose all matters responsive to Sections A.5.a.i. – A.5.a.ii. below:

A.5.a.i. During the past five (5) years all matters that:

(a) Resulted in a felony conviction or included any allegation of criminal conduct, fraud, embezzlement, money laundering, a violation of any securities law or regulation, a violation of any fiduciary duty, or an intentional tort involving moral turpitude:

(b) Involved any state or federal civil or criminal litigation, action, or prosecution; any regulatory proceeding or investigation; disciplinary action; violation of a rule of any self-regulatory organization; license revocation; or governmental inquiry:

A.5.a.ii. All matters that would have a material adverse effect on Respondent or the ability of Respondent to deliver the Services as described in the RFQ.

A.5.b. For each matter disclosed in Sections A.5.a.i. – A.5.a.ii. above:

A.5.b.i. Indicate specifically whether the matter:

(a) Resulted in a felony conviction or included an allegation of criminal conduct, fraud, embezzlement, money laundering, a violation of any securities law or regulation, a violation of any fiduciary duty, or an intentional tort involving moral turpitude; or

(b) Would have a material adverse effect on Respondent or the ability of Respondent to deliver the Services as described in the RFQ; and

A.5.b.ii. Provide a brief summary of each relevant claim asserted in the matter. The brief summary should provide sufficient information for ERS to understand the basic facts involved in the claim.

A.5.c. If Respondent did not provide any information for the preceding questions, confirm that Respondent has no responsive matters to disclose.

☐ Confirm

A.5.d. Confirm that Respondent shall promptly notify ERS if Respondent becomes involved in litigation the outcome of which may have a material effect on this Contract.

☐ Confirm ☐ Cannot confirm (requires explanation)

A.6. Contracting Issues. Provide the information in the table below, and describe in detail previous contract implementation breakdowns, breaches of contract (including any performance assessments), and contract-related disputes resulting in suit or settlement during the past five (5) years (if any) by Respondent and discuss all measures Respondent took to rectify the situation or remedy the breach. Separate by governmental and non-governmental clients and indicate the reason for any implementation breakdowns, the substance of any dispute, and/or the amount of any settlement amount paid. List in reverse chronological order.

A.6.a. If Respondent did not provide the information in the table above, confirm that Respondent has not been involved in any contract implementation breakdowns, breaches of contract (with or without performance assessments) or contract-related disputes resulting in suit or settlement described in Section A.6. above.

☐ Confirm

Standards of Conduct, Ethics, Potential Conflicts and Policy Violations

B.1. Provide a detailed description of any actual and potential conflicts of interest Respondent may have in servicing ERS and the procedures to mitigate or eliminate them. This should include, but not be limited to, products sold or services provided to investment managers or management of the companies that ERS invests in, services performed for other clients, employee investment activity, and other current or potential relationships.

B.2. Provide Respondent’s written ethics policy, conflicts of interest policy, code of conduct, and/or set of standards for professional behavior and label it “Ethics Policy”.

☐ Provided ☐ Provided an explanation for why this document was not provided.

B.2.a. If Respondent has a written ethics policy, conflicts of interest policy, code of conduct, and/or set of standards for professional behavior, state how Respondent monitors and enforces it.

B.3. List and describe any relationships and/or contacts, either directly or indirectly, that Respondent has had with any of the current or past ERS Board members, IAC members, and/or ERS Investment Staff within the last twelve (12) months.

B.4. What mechanism of control does Respondent have to avoid potential conflicts of interest amongst Respondent’s employees, third party agents, potential clients and/or any individual that could exert influence in the outcome of a commercial relationship?

B.5. State whether any of Respondent’s consulting professionals who will provide Services to ERS have other business responsibilities outside of their employment with Respondent’s organization and, if applicable, describe the other business responsibilities, including how many hours each week are allocated to those outside efforts.

B.6. Describe any significant findings by any regulatory agency that conducted an audit or review of Respondent within the last seven (7) years.

B.7. Describe any deficiency letter or similar report by any regulatory agency regarding an audit or review of Respondent within the last ten (10) years.

B.8. Data Privacy and Security. As applicable, describe in detail Respondent’s policies, procedures and/or systems used to ensure compliance with any of the following laws that are or may be applicable to the Contract and/or the Services: the Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999 [Pub. L. No. 106-102, 113 Stat. 1338] and all other federal and state privacy and security laws.

B.8.a. Provide a full description of any breach involving Respondent requiring notification to five hundred (500) or more individuals during the past five (5) years. Respondent should not limit its response to breaches as defined under HIPAA, but include any breach requiring notification under any federal or state privacy or data security law. Respondent shall not refer to any third-party websites or other sources in order for ERS to obtain this information. For each, duplicate the table below and Respondent’s description shall include, but not be limited to:

B.8.b. Provide a general description of breaches requiring notification to less than five hundred (500) affected individuals during the past five (5) years that is not described in the table above. These may be summarized, but should give ERS a clear understanding of the number of breaches, the number of affected individuals per breach, the types of actions that led to the breaches, and any mitigation completed by Respondent to prevent such breaches in the future. Respondent shall not refer to any third-party websites or other sources in order for ERS to obtain this information.

B.9. Previous State Employment. Pursuant to Tex. Gov’t Code Sections 572.069 and 669.003, if any of the individuals who will perform the Services have been employed by ERS at any time during the two (2) years preceding the Response submission date or, in the case of a former Executive Director of ERS during the preceding four (4) years of the Response submission date, provide the information in the table below or state “N/A”:

B.10. Corporate Documents. Respondent shall confirm it will provide the following corporate documents if requested by ERS if Respondent qualifies as a Finalist. All documents other than formation documents must be issued to the entity not more than thirty (30) days prior to submission to ERS. Documents issued by the Texas Secretary of State or CPA may be obtained on the applicable website.

☐ Confirm ☐ Cannot confirm (requires explanation):

B.10.a. Certificate of incorporation or other equivalent formation document (including any amendments).

B.10.b. Certification evidencing Respondent’s continued existence and franchise tax payment status in its jurisdiction of incorporation in Sections B.10.b.i. – B.10.b.iii. below as applicable.

B.10.b.i. If Respondent is formed in Texas, a certificate of fact - status from the Texas Secretary of State confirming Respondent’s existence or authority to transact business in Texas.

B.10.b.ii. If Respondent is formed in Texas, evidence from the Texas CPA confirming that all franchise taxes due have been paid. This may be a certificate of account status or a franchise tax account status document.

B.10.b.iii. If Respondent is not formed in Texas, a certificate of good standing or equivalent document from Respondent’s jurisdiction of formation.

B.10.c. Address Respondent’s Texas registration status in Sections B.10.c.i. – B.10.c.iii. below. Information concerning registration may be found on the Texas Secretary of State’s website.

B.10.c.i. If Respondent is not formed in Texas and not required to register to do business in Texas, Respondent shall provide an explanation when requested by ERS as noted in Section B.10. above.

B.10.c.ii. Certificate of fact – status from the Texas Secretary of State, if Respondent is not formed in Texas and is required to register to do business in Texas.

B.10.c.iii. Evidence from the Texas CPA confirming that all franchise taxes due have been paid if Respondent is not formed in Texas and required to register to do business in Texas. This may be a certificate of account status or a franchise tax account status document.

B.10.d. Any assumed name certificate filed in Texas, if applicable.

Placement Agents and Political Contributions

C.1. Placement Agents/Political Contributions

C.1.a. Does Respondent use placement agents in its growth efforts? |_| No |_| Yes

C.1.b. If yes, identify and provide a summary of the relationship(s).

C.1.b.i. Provide the percentage of total assets of Respondent’s organization tied to placement agent efforts and where Respondent sees that relationship going forward.

C.1.c. Respondent shall confirm that it and its placement agent, if any, shall comply with ERS’ Placement Agent and Political Contributions Policies and Procedures as stated in the ERS Investment Policy Statement

|_| Confirm |_| Cannot confirm (requires explanation)

C.1.d. Describe Respondent’s policy on making political contributions by both Respondent and its employees.

References

D.1. Submitting a Response in response to the RFQ authorizes ERS to contact all persons or entities provided by Respondent as client references to discuss the services and other considerations that Respondent has provided for such persons or entities; authorizes the entities to provide such information to ERS; and acknowledges that Respondent agrees that neither ERS, nor any entity contacted by ERS, shall be liable to Respondent in any respect in connection with such contact. Therefore, in consideration of ERS’ review of Responses, Respondent shall hold harmless, defend, indemnify, and release ERS, its officers, agents, employees, consulting actuaries, the State, and any person or entity contacted by ERS from any and all claims, damages, liability, and causes of action in connection with any communication, written or verbal, related to Respondent.

D.2. References List. Respondent shall provide three (3) references for current strategy investors (public fund references preferred) in the tables below. Respondent shall confirm with each reference that they are willing to speak with ERS about their mandate with Respondent. ERS will contact references during the Finalists Review Phase.

Reference #1

Reference #2

Reference #3

D.3. Respondent shall provide one (1) reference for a prior strategy investor (public fund reference preferred) that has fully redeemed from this strategy in the table below. Respondent shall confirm with this reference they are willing to speak with ERS about their mandate with Respondent. ERS will contact references during the Finalists Review Phase.

Reference #4

Appendix F – Legal Requirements, Regulatory Compliance and References Questionnaire Page 1 of 6 ERS Public Equity Investments Advisory Services RFQ