Request for Information OUTSIDE COUNSEL (SINGLE OR MULTIPLE)

Transcription

1 for Information OUTSIDE COUNSEL (SINGLE OR MULTIPLE) TABLE OF CONTENTS INTRODUCTION... 2 PURPOSE... 2 BASIC REQUIREMENTS... 3 SERVICES (ASSETS & INVESTMENTS)... 4 SERVICES (GENERAL)... 4 QUESTIONS... 5 FIRM HISTORY AND STRUCTURE... 5 PERSONNEL... 7 AFFILIATIONS, CONFLICTS OF INTEREST AND STANDARD OF CONDUCT... 8 CLIENT RELATIONSHIPS... 9 DIVERSITY IN THE WORKFORCE LITIGATION AND REGULATORY ACTION COSTS BRIEF ESSAY QUESTIONS APPENDIX BASIC REQUIREMENTS (COMMENTS) SERVICES (COMMENTS) CIRCUMSTANCES SURROUNDING CONSULTANTS AND SENIOR EMPLOYEES DEPARTURES IN THE LAST THREE YEARS (COMMENTS)

2 INTRODUCTION PURPOSE The Retirement Board of the Policemen s Annuity and Benefit Fund of the City of Chicago ( Fund, Plan, Chicago PABF ) seeks to identify outside counsel qualified to provide legal services in the following subject areas: fiduciary counsel assisting the Board in its defined benefit administration which is subject to Illinois State Statutes Pensions Chapter 40, Sections 1 and 5, Administrative Review Law (ARL), QILDRO law as well as disability benefit administration. More specifically at this time, the Board is identifying firms that have institutional law experience reviewing various investment related topics such as Alternative Asset Portfolios, Equities and Fixed Income Portfolios, and its operations, and can counsel to the Retirement Board Trustees and Staff regarding such matters. The RFI process is for the Fund s benefit and is intended to provide the Fund with competitive information to assist in the evaluation of institutional firms. Each firm is responsible for determining all factors necessary for submission of a comprehensive proposal. s become the property of the Fund and these and any late submissions will not be returned. Your answers will be open to the public under the Illinois Freedom of Information Act (FOIA) (5 ILCS 140) and other applicable laws and rules, unless you request in your Proposal that we treat certain information as exempt. This for Information (RFI) is for planning purposes only and should not be construed as a solicitation or as an obligation on the part of the Policemen s Annuity and Benefit Fund of the City of Chicago. Counsel may make an application for more than one of the areas of service requested below (see questions 8. to 16.), and Chicago PABF will consider separate engagements based on demonstrated qualifications by subject matter area or firm specialization. However, with regard to investment matters, preference will be given to firms with expertise and qualifications in all of the subject matter areas listed below (see questions 8. to 16.). s must be provided in electronic format only by August 26 th,

3 BASIC REQUIREMENTS To be considered for evaluation the firm must meet all of the following minimum requirements * as well as all the provisions highlighted in RFPs/Searches under the Investments section of the Chicago PABF website (.chipabf.org): Yes/No The Responder agrees not to make any claims for or have a right to damages because of any misrepresentations or misunderstanding of the specifications or 1. because of any lack of information. The Responder must have verifiable experience in providing Fiduciary & Governance Review and Evaluation for public defined benefit pension systems with at least $1.0B in assets, preferably with State of Illinois public employee defined benefit plans. The individual assigned to the Fund as lead attorney must possess previous experience with at least one public defined benefit pension system with at least $1.0B in assets. The term lead attorney shall refer to the lead, most senior consultant assigned to legal services to the Plan. 4. The Responder warrants that all information provided by it in connection with this request for information is true and accurate. 5. No possible conflict of interest between the Fund and the contracting firm, subsidiaries or affiliates. 6. Compliance with all U.S. and Illinois laws and statutes. 7. Provide references for three (3) defined benefit public pension system clients contact person and telephone number, date of inception of client relationship, and assets under supervision as of June 30, * Please provide any relevant comments in related table in the Appendix 3

4 SERVICES (ASSETS & INVESTMENTS) The firm will be required to provide the following scope of services to the Fund * : 8. Alternative Assets Portfolio Investment Transactions and Related Matters. 9. Public Equities and Fixed Income Portfolios and Related Matters. 10. Securities Litigation Claims Analysis and Representation. 11. Tax Counsel. 12. If requested, attend the Plan s committees or Board meetings to present information and advice. Yes/No SERVICES (GENERAL) 13. Fiduciary Counsel at Board meetings 14. Experience with Illinois Administrative Review Law regarding pension fund benefits and administration 15. Contracting for Goods and Services (Government Contracting, subject to PA , Illinois Procurement Code) 16. If requested, attend the Plan s committee or Board meetings to present information and advice. * Please provide any relevant comments in related table in the Appendix 4

5 QUESTIONS FIRM HISTORY AND STRUCTURE 17. Full legal firm name. 18. Year of organization. 19. Address of the firm s main office and the location city of all other firm offices that provide services similar to those requested by this RFI. 20. Current ownership structure. 21. List affiliated companies (parent and subsidiary), and/or joint ventures. 22. Brief description of the firm s history. List any persons who have an ownership or distributive income share in the 23. consultant that is in excess of 7.5%. Include individuals and corporate owners and indicate which individual owners are employed by your firm and the positions they hold. 24. Please list any person who serves as an executive officer of the firm. 25. Please list all subcontractors *, and the expected amount of money each will receive under the contract. Within the past five years, have there been any significant developments in your 26. organization such as changes in ownership, restructuring or personnel reorganizations? 27. Please describe any such anticipated changes in your organization in the next 12 months. Please complete the following table by listing and describing all lines of business for 28. your organization, by percentage of revenue and by percentage of employees. Line of Business Percent of Revenue Percent of Employees * subcontractors do not include non-investment related professionals or professionals offering services that are not directly related to the investment of assets, such as legal counsel, actuary, proxy-voting services, services used to track compliance with legal standards, and investment fund of funds where the Board has no direct contractual relationship with the investment advisers or partnerships. 5

6 29. Has your firm filed for bankruptcy, reorganization or any financial hardship in the last seven years? 30. If so, what security will your firm provide to the Fund to ensure contract fulfillment and quality of services? 31. Describe the level of errors and omissions insurance coverage and any other fiduciary or professional liability insurance the firm carries. 32. Please name the carriers providing such insurance. 33. Has there been any claim made on any of the above policies in the last five years? 34. If so, describe the outcome. 6

7 PERSONNEL 35. Provide an organizational chart for the legal unit. 36. What is the number of full time employees in the legal unit of your firm? 37. What is the number of attorneys in the legal unit of your firm? 38. How many partners, attorneys, and senior employees have left your firm in the last three years? 39. Please describe the circumstances surrounding these departures. * Please describe the overall turnover in the legal unit of your firm (hires, departures, and total headcount) for the past five years (to date) Hires Departures Total Headcount * Please provide any relevant comments in related table in the Appendix 7

8 AFFILIATIONS, CONFLICTS OF INTEREST AND STANDARD OF CONDUCT Provide a statement that no officer, member, employee or agent of the Fund has any 41. known personal or pecuniary interest, direct or indirect, in the services contemplated by this for Information. Has the firm received loans from any money management firms, their subsidiaries, 42. or principals? Do your firm, its principals or any affiliates own any part of, or have any strategic 43. alliance in a money management firm, broker-dealer or other organization that sells services to institutional investors and/or SEC registered advisors? Does your firm or any of the listed affiliates provide any other retirement or financial 44. services such as investment management, investment banking, actuarial, brokerage or consulting services? Please explain how services could create any type of conflicts between your firm 45. and the Fund? 46. If such conflict occurs how would you plan to manage the situation? If your firm and any affiliate organizations provide more than one service, describe 47. how you protect against conflicts of interest? 48. Does your firm receive any revenues from custodian banks? If yes, please describe the types of services provided and fee arrangements that 49. typically apply. Does the firm have a written code of conduct or set of standards for professional 50. behavior (if so, please attach a copy) and how is employee compliance monitored and enforced? 8

9 CLIENT RELATIONSHIPS 51. Primary contact name for this RFI and all contact information. 52. Please identify the lead attorney. 53. Please identify the back-up attorney. Please provide a description of the team assigned to this account (Include titles, 54. functions, academic credentials and relevant experience. Identify and explain role of back-up personnel). Describe the firm's back-up procedures in the event the key personnel assigned to 55. our accounts should leave the firm. Will your firm agree to specify in a contract that it will be a fiduciary as defined in 56. Section 3(21)A for the Employee Retirement Income Security Act of 1974 ( ERISA ) and to perform the fiduciary duties imposed on an ERISA fiduciary under that act? 57. Are there any restrictions you place on your service as fiduciary? 9

10 DIVERSITY IN THE WORKFORCE Does the firm qualify as "minority-owned business," "female-owned business," or "business owned by a person with a disability" as those terms are defined in the 58. (30 ILCS 575) Business Enterprise for Minorities, Females, and Persons with Disabilities Act? 59. Minority ownership (%)? 60. Women ownership (%)? 61. Person with disability ownership (%)? Does the firm have an Affirmative Action Policy or other policies that promote 62. diversity in the workforce? If Yes, please provide details. Does the firm have a MWDBE vendor supplier policy? Please describe. If such a 63. policy exists, please list the value amount of such programs for the last three years. Please provide as much detail as possible. Provide a list of names and addresses of woman-owned, minority-owned and 64. emerging businesses with which you currently do business. Please complete the attached Diversity Table and return separately. 65. DiversityTable.xls 10

11 LITIGATION AND REGULATORY ACTION 66. Has your firm been involved in litigation within the last five years? 67. If Yes, disclose the history and status of any such litigation. 68. Is there any pending litigation arising from the legal services you provided to clients? 69. Please provide full explanations of all occurrences. Has your firm, its principals or any affiliates ever been the focus of a non-routine 70. inquiry or investigation or a similar inquiry or investigation from any similar federal, state or self-regulatory body or organization? 71. If yes, please provide details. 72. Describe any sanctions or any other disciplinary actions taken with respect to your firm by any other authoritative body. COSTS Please provide the hourly rates for all team members. Standard Rate Proposed Rate Partners Associates Paralegals Technical Specialists Others If available, please feel free to suggest fee arrangements other than traditional, hourly billing, explaining what advantages you believe such arrangements may offer Chicago PABF Please indicate the fees your firm charges on any items separate from attorney s services, including such items as word processing, computerized research, photocopying or document control. Please describe how the costs and fees described above would be influenced by Chicago PABF decision to select your firm for more than one of the areas of services requested in questions 8. to

12 BRIEF ESSAY QUESTIONS * Expertise in alternative assets, including private equity funds, hedge funds, and real estate funds, primarily through private placements. Expertise in 1) providing legal due diligence on investment managers and service providers and discuss their organization and structure, 2) evaluating the material or significant terms of an investment, 3) recommending issues to be addressed in side letter agreements, draft, 4) review and comment on, and negotiate the terms of each fund's constituent documents and side letter agreements directly with fund representatives on behalf of Chicago PABF, and 5) assisting with preparation of the subscription documents and closing matters. Expertise in commercial real estate investment vehicles and entities, financing arrangements, securitization, REITs, and general commercial real estate law incidental to private real estate fund investments. Expertise in presenting litigation analysis and recommendations in particular cases and to provide information and advice to Chicago PABF management and the Board. Expertise in provide specialized legal advice about compliance with fiduciary responsibilities. For example, in providing requested opinions on ethical and conflict of interest questions with respect to system fiduciaries, in reviewing investment policies and procedures as requested, review proposed changes, and submit comments and recommendations to staff and Board, and providing advice on potential liabilities of trustees and other Chicago PABF fiduciaries. Expertise in state procurement law, state-agency contracting for general goods and services, consulting services, professional services, building construction, automated information systems (hardware, software, disaster recovery, consulting, and systems development) * Prospective counsels are strongly encouraged to be as brief as possible in their responses. Responses should be narrowly focused on firm and attorney competency, qualifications, and experience in substantially similar client matters for similar clients. 12

13 APPENDIX BASIC REQUIREMENTS (COMMENTS) Comments * SERVICES (COMMENTS) Comments CIRCUMSTANCES SURROUNDING CONSULTANTS AND SENIOR EMPLOYEES DEPARTURES IN THE LAST THREE YEARS (COMMENTS) Name Date joined/left Position/Function Replaced by Reason for leaving * Please reference comments to the question number 13

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