Michigan.gov/MiProcurement proposal instructions Department of Technology Management and Budget – Central Procurement Services Investment Consulting Services Request for Proposal No. 210000002288 Solicitation Manager Name: Lisa Spitzley Direct Phone: 517-249-0440 Email: SpitzleyL4@michigan.gov Main Phone: 1-855-MI-PURCH 1-855-647-8724 This is a Request for Proposal (RFP) for:

Investment Consulting Services to assist the State Treasurer of the State of Michigan, State of Michigan Investment Board (Board), and the Chief Investment Officer of the State of Michigan Retirement System (SMRS), and Bureau of Investments (BOI) staff in developing and carrying out investment policies that are designed to ensure that sufficient assets are available to meet current and future benefit obligations.

RFP Timeline

RFP issue date

Monday, November 1, 2021

*A bidder’s proposal received at 3:00:01 p.m. Eastern is late and subject to disqualification.

This RFP is subject to change. Check www.michigan.gov/SIGMAVSS for current information.

1. PROPOSAL PREPARATION. The State recommends reading all RFP materials prior to preparing a proposal, particularly these Proposal Instructions and the Vendor Questions Worksheet. Bidders must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFP within the proposal. Include the bidder’s company name in the header of all documents submitted with your proposal.

RFP Structure and Documentation

2. CONTACT INFORMATION FOR THE STATE. The sole point of contact for the State concerning this RFP is listed on the Cover Page. Contacting any other State personnel, agent, consultant, or representative about this RFP may result in bidder disqualification.

3. MODIFICATIONS. The State may modify this RFP at any time. Modifications will be posted on www.michigan.gov/SIGMAVSS. This is the only method by which the RFP may be modified.

4. QUESTIONS. Bidder questions about this RFP must be emailed to the Solicitation Manager no later than the time and date specified on the Cover Page. In the interest of transparency, only written questions are accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

5. DELIVERY OF PROPOSAL.

Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The price proposal should be saved separately from all other proposal documents. The bidder should submit all documents in a modifiable (native) format (examples include but are not limited to Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Attachment file size is limited to 6 MB per document. Bidder’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal, as the SIGMA VSS system requires the creation of an account and entry of certain information, in addition to uploading and submitting the materials. The SIGMA VSS system will not allow a proposal to be submitted after the proposal deadline identified in the solicitation Closing On/Closing Date fields (Summary view/Detail view), even if a portion of the proposal has been uploaded.

Questions on how to submit information or how to navigate in the SIGMA VSS system can be answered by calling (517) 284-0540 or (888) 734-9749. The Solicitation Manager will not provide assistance related to the submittal of the proposal and all attachments on the day of the proposal deadline. Responsibility for a complete submission lies with the bidder.

6. MANDATORY MINIMUM REQUIREMENTS. To avoid disqualification, the bidder must provide documentation to support the following:

a) Must be a registered investment advisor under the Investment Company Act of 1940.

b) Must agree to act as a fiduciary with respect to the SMRS, pursuant to and in accordance with Michigan Public Employee Retirement System Investment Act (“Investment Act”) See Exhibit A-1 and not delegate its fiduciary responsibilities.

c) Must have been in business for a minimum of five (5) years. If the firm has not been in business for at least five (5) years, the senior principals of the firm must have at least ten (10) years’ experience with institutional clients at an investment consulting firm.

d) Must have provided similar investment consulting services to other public retirement systems of similar asset size to SMRS.

e) Must have individuals assigned to SMRS with a minimum of five (5) years professional experience in the investment consulting or similar field.

f) Must employ a professional team or department dedicated to investment manager research and analysis.

g) Must disclose all conflicts of interest, all sources of revenue and all affiliations especially, but not limited to, investment managers recommended by the firm.

h) Respondent consultant firm must (i) certify that it and its Covered Associates (as that term is defined in the Investment Act) are and will remain in compliance with Section 13e of the Investment Act, and (ii) warrant that it has not paid and will not pay, has not given and will not give, any remuneration or thing of value directly or indirectly to the State Treasurer or BOI staff or any State of Michigan employee, members of the State of Michigan Investment Board, or any third party except as disclosed to the BOI with its response to this RFP or otherwise, including, but not limited to: a finder’s fee, cash solicitation fee, or a fee for consulting, lobbying or otherwise.

i) Must disclose on an annual basis, all fees including, but not limited to, commissions, 12b-1 and related fees, compensation paid or to be paid to third parties, and any other compensation paid by SMRS.

Only proposals meeting the mandatory minimum requirements will be considered for evaluation.

7. EVALUATION PROCESS. The State will evaluate each proposal based on the following factors:

Proposals receiving 80 or more technical evaluation points will have pricing evaluated and considered for award.

The State may utilize all bidder information, without regard to a proposal’s technical score, to determine fair market value for goods or services sought. The State is not obligated to accept the lowest price proposal. If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veterans/service-disabled veteran owned business(QDV/SDVOB) status under MCL 18.1261(8). Additional information on the SDVOB preference is available at: Michigan.gov/SDVOB.

The State strongly encourages strict adherence to the Contract Terms. The State reserves the right to deem a bid non-responsive for failure to accept the Contract Terms. Nevertheless, the bidder may submit proposed changes to the Contract Terms in track changes (i.e., visible edits) with an explanation of the bidder’s need for each proposed change. Failure to include track changes with an explanation of the bidder’s need for the proposed change constitutes the bidder’s acceptance of the Contract Terms. General statements, such as that the bidder reserves the right to negotiate the terms and conditions, may be considered non-responsive.

The State may but is not required to conduct an on-site visit to tour and inspect the bidder’s facilities; require an oral presentation of the bidder's proposal; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process.

8. NOTICE OF DEFICIENCY. The State reserves the right to issue a Notice of Deficiency to bidders if the State determines after the proposal deadline that a portion of the RFP was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

9. CLARIFICATION REQUEST. The State reserves the right to issue a Clarification Request to a bidder to clarify its proposal if the State determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification.

10. RESERVATIONS. The State reserves the right to:

a. Disqualify a bidder for failure to follow these instructions.

b. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, your preparation and submission of a proposal, and the State’s subsequent receipt and evaluation of your proposal does not commit the State to award a contract to you or anyone, even if all the requirements in the RFP are met.

c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the State received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award.

d. Consider an otherwise disqualified proposal if no other proposals are received.

e. Disqualify a proposal based on: (i) information provided by the bidder in response to this RFP; (2) the bidder’s failure to complete registration on www.michigan.gov/SIGMAVSS ; or (3) if it is determined that a bidder purposely or willfully submitted false or misleading information in response to the RFP.

f. Consider prior performance with the State in making its award decision.

g. Consider overall economic impact to the State when evaluating proposal pricing and in the final award recommendation. This includes but is not limited to considering principal place of performance, number of Michigan citizens employed or potentially employed, dollars paid to Michigan residents, Michigan capital investments, job creation, tax revenue implications, and economically disadvantaged businesses.

h. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award recommendation.

i. Refuse to award a contract to any bidder that has failed to pay State taxes or has outstanding debt with the State.

j. Enter into negotiations with one or more bidders on price, terms, technical requirements, or other deliverables.

k. Award multiple, optional-use contracts, or award by Contract Activity.

l. Evaluate the proposal outside the scope identified in the Evaluation Process section of this document if the State receives only one proposal.

11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible bidder who offers the best value to the State, as determined by the State. Best value will be determined by the bidder meeting the minimum point threshold and offering the best combination of the factors stated in the Evaluation Process section of this document, and price, as demonstrated by the proposal. The State will post an Award Recommendation and Evaluation Synopsis on www.michigan.gov/SIGMAVSS or in the manner it was originally published

12. DEBRIEF MEETING AND BID PROTEST. The State will post an Award Recommendation and Evaluation Synopsis which will provide instructions on how to request a debrief meeting.

If you wish to initiate a protest of the award, you must submit your written protest electronically at BidProtest-DTMB@michigan.gov no later than 5:00 p.m., 5 business days after posting the Award Recommendation and Evaluation Synopsis on SIGMA VSS, or by 12:00 p.m. the next business day if that date falls on a state holiday. The State reserves the right to adjust this timing and will publish any change.

Additional information about the protest process is available at www.michigan.gov/micontractconnect under the “Programs and Policies” link.

13. STATE ADMINISTRATIVE BOARD. Contracts equal to $250,000 or greater than require approval by the State Administrative Board. The State Administrative Board’s decision is final; however, its approval does not constitute a contract. The award process is not complete until the awarded contractor receives a contract fully executed by all parties.

14. GENERAL CONDITIONS. The State will not be liable for any costs, expenses, or damages incurred by a bidder participating in this solicitation. The bidder agrees that its proposal will be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the bidder, the State may, at its option, incorporate any part of the bidder’s proposal into a contract. This RFP is not an offer to enter into a contract. This RFP may not provide a complete statement of the State’s environment or contain all matters upon which agreement must be reached. Other than verified trade secrets, proposals submitted via www.michigan.gov/SIGMAVSS are the State’s property.

15. CONFIDENTIAL TREATMENT FORM AND THE FREEDOM OF INFORMATION ACT. All portions of the bidder’s proposal and resulting contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et seq. However, some information may be exempt from disclosure. Under MCL 18.1261(13)(b), records containing “a trade secret as defined under section 2 of the uniform trade secrets act, 1998 PA 448, MCL 445.1902,” are exempt from disclosure under FOIA. In addition, “financial or proprietary information” submitted with a bidder’s proposal is exempt from disclosure under FOIA. A bidder’s failure to comply with this Section is grounds for rejecting a bidder’s proposal as non-responsive. As a part of its proposal, each bidder must follow the procedure below.

SUBMIT A COMPLETED “CONFIDENTIAL TREATMENT FORM” (CT FORM) WITH YOUR BID. Completion and submission of the CT Form is required regardless of whether the bidder seeks confidential treatment of information. Failure to submit a completed CT Form may be cause for disqualification from the solicitation process.

Complete and sign Section 1 of the CT Form if the bidder does NOT request confidential treatment of information contained in its proposal; or

i. Complete and sign Section 2 of the CT Form if the bidder requests confidential treatment of certain information. Bidder must also submit a “Public Copy” of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy.”

b. FOIA REQUESTS. If a FOIA request is made for a bidder’s proposal, the Public Copy may be distributed to the public along with the bidder’s CT Form. The CT Form is a public document and serves as an explanation for the redactions to the Public Copy. Do not put any trade secret, financial, or proprietary information in the CT Form. Do not redact the CT Form itself.

c. NO ADVICE. The State will not advise a bidder as to the nature or content of documents entitled to protection from disclosure under FOIA or other laws, as to the interpretation of such laws, or as to the definition of trade secret or financial or proprietary information. Nothing contained in this provision will modify or amend requirements and obligations imposed on the State by FOIA or other applicable law.

d. FAILURE TO REQUEST CONFIDENTIAL TREATMENT. Failure to request material be treated as confidential as specified herein relieves the State, its agencies, and personnel from any responsibility for maintaining material in confidence.

e. Bids containing a request to maintain an entire proposal as confidential may be rejected as non-responsive. Bidders may not request confidential treatment with respect to resumes, pricing, and marketing materials. The State reserves the right to determine whether material designated as exempt by a bidder falls under MCL 18.1261 or other applicable FOIA exemptions. If a FOIA request is made for materials that the bidder has identified as trade secret, financial, or proprietary information, the State has the final authority to determine whether the materials are exempt from disclosure under FOIA.

f. Bidder forever releases the State, its departments, subdivisions, officers, and employees from all claims, rights, actions, demands, damages, liabilities, expenses and fees, which arise out of or relate to the disclosure of all or a portion of bidder’s proposal submitted under this RFP. Bidder must defend, indemnify and hold the State, its departments, subdivisions, officers, and employees harmless, without limitation, from and against all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to any FOIA request, including potential litigation and appeals, related to the portion of bidder’s proposal submitted under this RFP that bidder has identified as a trade secret, or financial or proprietary information. The State will notify bidder in writing if indemnification is sought. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, or any portion thereof, if the State deems necessary. Bidder will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. If a State employee, official, or law is involved or challenged, the State may control the defense of that portion of the claim. Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

confidential treatment form INSTRUCTIONS. Complete either Section 1 or Section 2 of this CT Form and sign where indicated. This CT Form must be signed by the individual who signed the bidder’s proposal. A completed CT Form must be submitted with your proposal, regardless of whether your proposal contains confidential information.

Failure to submit a completed CT Form with your bid is grounds for rejecting the proposal as non-responsive. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form Instructions, the proposal, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of an award recommendation. See the Confidential Treatment Form and The Freedom of Information Act (FOIA) sections of the Proposal Instructions for additional information.

Section 1. CONFIDENTIAL TREATMENT IS NOT REQUESTED This section must be completed, signed, and submitted with the proposal if the bidder does not request confidential treatment of any material contained in the proposal.

By signing below, the bidder affirms that confidential treatment of material contained in their proposal is not requested.

RFP Number

RFP Title

Signature

Date

Printed Name, Title, Company

Section 2. CONFIDENTIAL TREATMENT IS REQUESTED This section must be completed, signed, and submitted with the proposal if bidder requests confidential treatment of any material contained in the proposal. Submission of a completed CT Form is required to request confidential treatment.

Provide the information in the table below. Bidder may add rows or additional pages using the same format shown in the table. Bidder must specifically identify the information to be protected as confidential and state the reasons why protection is necessary.

The CT Form will not be considered fully complete unless, for each confidentiality request, the bidder: (1) identifies the Proposal Page #, Section #, and Paragraph #, (2) identifies whether the material is a Trade Secret (TS), Proprietary Financial Information (FI), or Proprietary Information (PI), and (3) explains the specific legal grounds that support treatment of the material as TS, FI, or PI. Bidders must provide a complete justification as to how the material falls within the scope of an applicable FOIA exemption or relevant case law. Bidders must not simply cite to an applicable exemption or case name. Bidders must also provide the contact information for the person at their organization authorized to respond to inquiries by the State concerning the material.

Bidder must also submit a “Public Copy” of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy”.

(1) Proposal Page #, Section #, Paragraph # (2) Material is Trade Secret (TS), Proprietary Financial Information (FI), Proprietary Information (PI) (3) Applicable FOIA Exemption with Written Justification (4) Bidder Contact Information

By signing below, the bidder affirms that confidential treatment of material contained in their proposal is requested and has attached to this form a redacted “Public Copy” of the bidder’s proposal.

RFP Number

RFP Title

Signature

Date

Printed Name, Title, Company vendor questions worksheet Provide a detailed response to each question. “You” and “company” refers to the bidder.

1. Contact Information

Bidder’s sole contact person during the RFP process. Include name, title, address, email, and phone number.

Person authorized to receive and sign a resulting contract. Include name, title, address, email, phone number and vendor customer code in SIGMA VSS.

2. Company Background Information

Legal business name and address. Include business entity designation, e.g., sole proprietor, Inc., LLC, or LLP.

What state was the company formed in?

Phone number.

Website address.

Number of years in business and number of employees.

Legal business name and address of parent company, if any.

Within the past five years, have there been any changes in ownership, organizational structure (e.g., management team) or control (e.g., merger or acquisition) of your company? Do you anticipate future significant changes in your organization? If the answer is yes to any of these questions, please explain.

Data Universal Number System (DUNS)#

If licensed, provide the license number and the State in which the company is licensed.

Are you registered with the SEC or a state securities regulator as an investment advisor? If so, have you provided us with all disclosures required under those laws (including Part II of Form ADV)?

Do you or a related company have relationships with money managers that you recommend, consider for recommendation, or otherwise mention to clients for consideration? If so, please describe those relationships

Do you or a related company receive any payments from money managers you recommend, consider for recommendation, or otherwise mention to clients for consideration? If so, what is the extent of these payments in relation to your other income (revenue)?

Does the firm or any firm personnel receive finder’s fees from any affiliated entity, investment manager, or third party? If yes, please explain. Does the firm pay any finder’s fees to any affiliated entity, investment manager, or third party?

The firm can (i) certify that it is in compliance with Section 13e of the Public Employee Retirement System Investment Act (the “Michigan Pay-to-Play Rules”), and (ii) can represent and warrant that to its knowledge that it and its “Covered Associates” (as such term is defined in the Michigan Pay-to-Play Rule) have not directly or indirectly made a contribution to an official of a governmental entity during the preceding 24-calendar-month period, if such actions would have caused a violation under the Michigan Pay-to-Play Rules

Does the firm employ or provide compensation to any current member of the State of Michigan Investment Board?

Do you have any policies or procedures to address conflicts of interest and to prevent these payments or relationships from being considered when you provide advice to your clients?

Respondent firm warrants that it has established ethics and conflicts of interest policies and procedures, and that proper internal compliance controls are in place.

Does the firm have a written code of conduct or set of standards for professional behavior? If so, please attach a copy and state how they are monitored and enforced.

Has the firm adopted the CFA Code of Ethics and Standards of Professional Conduct? If so, how is employee compliance monitored?

How does the firm identify and manage conflicts of interest?

If you allow a plan to pay consulting fees using a plan’s brokerage commissions, do you monitor the amount of commissions paid and alert plans when consulting fees have been paid in full? If no, how can a plan make sure that it does not over-pay its consulting fees?

If you allow plans to pay your consulting fees using the plan’s brokerage commission, what steps do you take to ensure that the plan receives best execution for its securities trades?

Do you have any arrangements with broker-dealers under which you or a related company will benefit if money managers place trades for their clients with such broker-dealers?

Will you acknowledge in writing that you have a fiduciary obligation as an Investment Advisor to the SMRS while providing consulting services?

Do you consider yourself a fiduciary under ERISA with respect to the recommendations you provide to a plan?

What percentage of your plan’s clients utilize money managers, investment funds, brokerage services, or other service providers from whom you receive fees?

Has the firm, its principals or any affiliate ever: (a) been the focus of a non-routine Securities and Exchange Commission (SEC) inquiry or investigation or a similar inquiry or investigation from any similar federal, state or self regulatory body or organization, (b) been a party to any litigation concerning fiduciary responsibility or other investment related matters, or (c) submitted a claim to your errors and omission, fiduciary liability and/or fidelity bond insurance carrier(s)? If yes to any, please provide details.

Does the firm keep a record of all manager recommendations made to plan sponsor clients? What percentage of manager turnover occurs during a normal year for your plan sponsor clients? What is the percentage turnover in the firm’s fund of funds? What expenses do your clients incur as a result of turnover recommendations?

For the calendar year ending December 31, 2020, please complete the attached Investment Consultant Worksheet (Exhibit A-4) with specific information related to amounts the firm, its principals, or any affiliate received from each of SMRS/BOI’s investment managers, identifying all revenues resulting from both direct payments and gross directed brokerage.

Does the firm hold or sponsor investment manager or client conferences? If yes, describe such events occurring in the last year, their usual frequency, and whether the costs of such events are borne by the firm or event attendees

Are there any potential conflicts of interest the firm would have in providing services to SMRS/BOI? If yes, explain.

List and describe any relationships and/or contacts the firm has had with any State of Michigan Investment Board member and/or BOI/Department of Treasury staff within the last twelve months.

During the last three years has the firm, affiliates or principals provided anything of value in excess of fifty dollars ($50.00) exclusive of food and beverages provided at a meeting or items required by contract to any public pension fund trustee or employee? If so, explain. To the best of your knowledge, have any public pension fund trustees or staff been found guilty of accepting such thing of value from the firm, affiliate or principal?

Provide the name of the firm, and its principal office’s address and telephone number. Provide the firm’s other office locations; the number of employees in each office and describe the functions of and/or services provided by each office. State which office(s) would provide services to SMRS/BOI if the firm is selected

Describe the firm’s history including the year it was first established, the year it began providing investment consulting services, and the year it began providing investment consulting services to tax-exempt clients and public pension plans.

List the current owners of the firm in descending order of percentage ownership. Attach a chart showing the current ownership structure including any parent, affiliated, and/or subsidiary company, and any business partners. Indicate if consulting personnel in the firm are employed or perform work for any parent, affiliate, and/or subsidiary company or business partner.

Describe how the firm manages growth, including any limits to client/consultant ratio.

Discuss your company’s history. Has growth been organic, through mergers and acquisitions, or both?

Has bidder ever been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan? If yes, provide the date, the entity, and details about the situation.

Has your company been a party to litigation against the State of Michigan? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction.

Within the last 5 years, has your company or any of its related business entities defaulted on a contract or had a contract terminated for cause? If yes, provide the date, contracting entity, type of contract, and details about the termination or default.

State your gross annual sales for each of the last 5 years.

If receiving a contract under this RFP will increase your gross revenue by more than 25% from last year’s sales, explain how the company will scale-up to manage this increase.

Describe partnerships and strategic relationships you think will bring significant value to the State.

State the physical address of the place of business that would have primary responsibility for this account if bidder is awarded a contract under this RFP.

3. Qualified Disabled Veteran/Service-Disabled Veteran-Owned Business Program

To demonstrate qualification as a qualified disabled veteran, you must provide:

(a) Proof of service and conditions of discharge (DD214 or equivalent).

(b) Proof of service-connected disability (DD214 if the disability was documented at discharge or Veterans Administration Rating Decision Letter or equivalent if the disability was documented after discharge); and

(c) Legal documents setting forth the ownership of the business entity.

In lieu of the documentation identified above, you may provide proof of certification by the National Veterans Business Development Council.

Enter the names of documents submitted with your proposal to demonstrate status as a qualified disabled veteran.

4. Participation in RFP Development or Evaluation

If you enter “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

If you enter “YES,” you are not eligible for contract award. An awarded vendor may not partner or subcontract with anyone to provide goods and services required under a resulting contract if that subcontractor or partner assisted in the development of this solicitation.

If you enter “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

5. State of Michigan Experience and Prior Experience

Does your company have experience working with the State of Michigan? If so, please provide a list (including the contract number) of the contracts you hold or have held with the State for the last 10 years.

Describe at least 3 relevant experiences from the last 5 years supporting your ability to successfully manage a contract of similar size and scope for the work described in this RFP.

“Relevant experiences” defined as benefit public pension plan clients with at least $10 billion of assets that have used the firm’s investment consulting.

Experience 1

Company name.

Contact name.

Contact role at time of project.

Contact phone.

Contact email.

City.

State.

Zip.

1. Project name and description of the scope of the project.

2. What role did your company play?

3. How is this project experience relevant to the subject of this RFP?

Dollar value.

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained.

Experience 2

Company name.

Contact role at time of project.

City.

1. Project name and description of the scope of the project.

Dollar value.

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained.

Experience 3

Company name.

Contact role at time of project.

City.

1. Project name and description of the scope of the project.

Dollar value.

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained.

5. Experience cont. Additional Questions

1. Provide list of Investment consulting clients who within the last three (3) calendar years have terminated their relationship with the firm. Provide the reason for the termination

2. Provide the name of each institutional investor client and assets under advisement for which the firm has provided full-retainer investment consulting services during the last five (5) years

3. Provide a breakdown of the type of clients such as public funds, corporations, foundations, etc., to whom the firm provides services

4. Provide a breakdown of the assets as a percentage and dollar amount the firm advises on such as domestic equities, international equities, fixed income, and other specific types of assets.

5. Provide a complete copy of the firm’s most recent Form ADV (Parts I and II and accompanying schedules).

6. What are the firm’s key strengths, competitive advantages, and weaknesses?

7. Describe an innovative recommendation made by your firm to an investment consultant client and its outcome.

8. Describe the firm’s opinion on:

1. Active versus passive management.

2. Internal versus external management.

3. Use of fund of funds or commingled funds versus direct investments.

4. Use of hedge funds, portable alpha strategies and other alternative strategies.

9. Describe the level of coverage for errors and omissions insurance and any other fiduciary or professional liability insurance the firm carries (also see Terms and Conditions Section, Stop Work Order).

10. Does the firm have web presentation and virtual conferencing capabilities?

11. Does the firm have a website? If so, would the client be able to access it for general investment information and research?

12. Does the firm have a peer review program for consultants similar to that of auditors and actuaries? If so, describe such program.

6. Standard Contract Terms

Bidder must affirm agreement with the attached Contract Terms. If not in agreement, written exceptions in accordance with the Evaluation Process section of the Proposal Instructions must be provided with Bidder’s proposal.

7. Michigan Economic Impact

Number of employees currently employed at locations within the State of Michigan.

Number of additional employees to be employed at locations within the State of Michigan if awarded this Contract (if any).

Minimum wage paid to employees employed at locations within the State of Michigan.

Average wage paid to employees employed at locations within the State of Michigan.

Percentage of employees employed at locations within the State of Michigan that are covered by employer-provided health insurance.

8. Labor and Environmental Laws Compliance

Bidder must disclose any violations of state or federal labor and employment laws and regulations received within the past five years.

Bidder must disclose any violations of state or federal environmental laws and regulations received within the past five years.

9. Other

Schedule A – statement of work contract activities Request for Proposal (RFP) No. 210000002288 Investment Consulting Services This schedule identifies the anticipated requirements of any Contract resulting from this RFP. The term “Contractor” in this document refers to a bidder responding to this RFP, as well as the Contractor who is awarded the contract. The term “bidder” is used to identify where specific responses to the RFP are required.

The Contractor must respond to each requirement or question and explain how it will fulfill each requirement. Attach any supplemental information and appropriately reference within your response.

IMPORTANT NOTE TO CONTRACTORS/BIDDERS: There are specific requirements for which acceptance must be simply acknowledged through a checkbox(es), and others that require further explanation. Click one checkbox and complete the entries as identified.

BACKGROUND

The SMRS is comprised of four defined benefit retirement plans and their four corresponding Other Post-Employment Benefits (OPEB) plans, consisting of retiree health, dental, vision, and life insurance benefits: Michigan Public School Employees (MPSERS), Michigan State Employees (MSERS) which includes the Military Retirement Provisions, Michigan State Police (MSPRS) and Michigan Judges (MJRS) with a total market value as of June 30, 2021, of approximately $94.1 billion for the benefit of approximately 540,000 participants. MPSERS and MSPRS are both open to new participants, while MSERS and MJRS are closed to new members. Assets are invested within the authority of Public Act 314 of 1965, as amended (Exhibit A-1). The State of Michigan Investment Board (SMIB) was created by Executive Order 2018-10 and is comprised of the State Treasurer, as the chair of the Board, the State Budget Director, and three public members appointed by the Governor with the advice and consent of the Senate. The Bureau of Investments is comprised of two distinct investment areas: Investments - Public Markets and Investments - Private Markets. The Investments - Public Markets area is comprised of the Defined Contribution, Trusts & Agencies Division, Domestic Equity Division, Fixed Income Division, and International Equity Division. The Investments - Private Markets area is comprised of the Private Equity Division, Real Estate and Infrastructure Division, Real Return & Opportunistic Division, and Venture Capital Division. Also, the Compliance Bureau supports the Bureau of Investments, and is comprised of the Trust Accounting Division and Compliance & Corporate Governance Division. (Exhibit A-3). Approximately 32% of the assets are currently managed internally by BOI staff as well as day-to-day operations of the BOI with the remainder of assets managed externally. Real Estate, Infrastructure and Alternative Investments are managed through various partnership agreements whereby the SMRS takes a limited partnership or other organizational interest.

The Board is also responsible for approving changes recommended by the Bureau to the investment options of the 401(k) and 457 Plans. The State Treasurer is responsible for directing the investments of various other State operating and trust funds with assets totaling approximately $40.1 billion, including the State Treasurer’s Common Cash Fund, Children’s Trust Fund, Children with Special Needs Fund, Game and Fish Protection Trust Fund, Nongame Fish and Wildlife Trust Fund, State Park Endowment Fund, Natural Resources Trust Fund, Veteran’s Trust Fund, Michigan Education Savings 529 Plans, Mackinac Bridge Authority, State Lottery, and the Michigan Education Trusts. The cash balances of the various funds on deposit with the State Treasurer are pooled for efficient short-term investment purposes, and investment income is distributed quarterly from the General Fund to the qualifying participating funds. Investments for these funds are made pursuant to various State statutes and/or resolutions and investment guidelines.

See Exhibit A-5, State of Michigan Retirement System Profile – June 2021 for asset allocation by market value and plan. Also, see Exhibit A-5.1, Bureau of Investments, Ending Market Value Report, All Major Funds, As of June 30, 2021.

SCOPE

The Contractor will provide investment consulting services to the SMRS/BOI and its staff to assist in the active and passive internal and external management of its assets. All services listed below shall be performed while exercising the standard of care described in this Contract. These services shall be subject to reasonable deadlines established by the BOI Chief Investment Officer or designated staff and the requirements of Michigan statutes. In fulfilling the Contract, the Contractor will be responsible to and take direction from the BOI Chief Investment Officer or designated staff. The BOI will not provide workspace, furniture, computer terminal access or telephone services.

The scope of work will include both investment and economic research. The Contractor will provide advice and assistance to the BOI on portfolio analysis, investment planning, asset allocation, investment manager selections and evaluations, recommendations on legislation and statutory changes, and other such related investment consulting services as requested by the BOI Chief Investment Officer or designated staff.

1. Requirements

1.1. General Requirements

Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below.

A. Services The Contractor must perform/provide the following services:

1. Provide advice and assist the BOI in its compliance with federal and state statutes, regulations and guidelines, and provide recommendations on changes to State statutes.

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Bidder must describe how they comply with the above requirement(s):

2. Advise the BOI’s Chief Investment Officer or designated staff and State Treasurer on investment guidelines and policies including development of new guidelines and policies and amendment of existing ones.

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Bidder must describe how they comply with the above requirement(s):

3. Assist the BOI’s Chief Investment Officer or designated staff with preparation of asset allocation studies. Provide advice and recommendations for formulating strategic investment policies for the plans and provide support as requested to accomplish implementation of such investment policies.

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4. Provide BOI with advice and assist in evaluation and selection of external managers. This includes, but is not limited to:

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Bidder must describe how they comply with the above requirement(s):

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Bidder must describe how they comply with the above requirement(s):