OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM Hedge Fund Due Diligence Consultant Request for Proposal TIMELINE Issue RFP July 11, 2014 Question and Answer Period July 11, 2014 July 24, 2014 RFP Response Deadline July 30, 2014 Finalist Due Diligence September 2014 Selection of Consultant October 2014 Ohio Public Employees Retirement System (OPERS) will use its best efforts to adhere to the time schedule specified above. However, OPERS reserves the right to amend the time schedule as it deems necessary. All responses must be delivered by July 30, 2014 at 4:00PM (EDT) to hfconsultant2014@opers.org. Any questions may also be directed to the same email address.
OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM Hedge Fund Due Diligence Consultant Request for Proposal TABLE OF CONTENTS INTRODUCTION... 3 SCOPE OF ENGAGEMENT... 3 MINIMUM QUALIFICATIONS... 4 EVALUATION PROCESS... 4 TERMS AND CONDITIONS FOR SUBMITTING PROPOSALS... 5 INSTRUCTIONS FOR SUBMITTING PROPOSALS... 6 ATTACHMENT 1 - CONSULTANT CERTIFICATION... 7 ATTACHMENT 2 - QUESTIONNAIRE... 8 A. FIRM / ORGANIZATIONAL INFORMATION... 9 B. HEDGE FUND CONSULTING SERVICES... 13 C. HEDGE FUND DUE DILIGENCE... 14 D. OPERATIONAL DUE DILIGENCE... 16 E. CONFLICTS OF INTEREST... 17 F. FEES... 17 G. OTHER... 18
INTRODUCTION OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM Hedge Fund Due Diligence Consultant Request for Proposal In 1935, the Ohio Public Employees Retirement System began a tradition of providing retirement benefits to state employees. Today, OPERS provides retirement, disability, and survivor benefit programs to public employees throughout the state who are not covered by another state or local retirement system. Currently, OPERS serves more than 1 million members and provides more than 193,000 retirees and surviving beneficiaries with monthly benefits. In addition, OPERS currently works with more than 3,700 public employers. As of June 30, 2014, OPERS $91 billion in plan assets were diversified across various asset classes. The hedge fund program is approximately $6.8 billion and includes 27 direct hedge fund investments and 3 fund of hedge fund portfolios. Details on the investment programs including strategies and resources can be found in the OPERS Annual Investment Plan available on the OPERS website at www.opers.org. All Investment Policies of the Board are also available on the OPERS website. SCOPE OF ENGAGEMENT OPERS seeks proposals in response to this Request for Proposal ( RFP ) regarding Hedge Fund Due Diligence Consultant services, as more fully described below. OPERS Staff retains discretion over manager selection and retention. The role of the Hedge Fund Due Diligence Consultant is advisory. The Hedge Fund Due Diligence Consultant will assist OPERS Staff in identifying potential managers, providing research on strategies, conducting operational due diligence, and performing ongoing monitoring of managers once they are hired. A separate Strategic Alternatives Consultant, currently Hewitt EnnisKnupp, provides services directly to the Board of OPERS including advice and recommendations on policy, benchmarks and other matters related to alternative investments including hedge funds, private equity, real estate, and other alternatives. The Strategic Alternatives Consultant role is not part of this Request for Proposal ( RFP ). Specific duties of the Hedge Fund Due Diligence Consultant will include: 1) Provide advice and assistance to staff in identifying potential hedge fund managers and conducting due diligence. 2) Conduct initial and ongoing operational due diligence on hedge fund managers. 3
3) Assist Staff with ongoing monitoring including: a) maintaining up to date opinions on managers, b) analyzing expected return and risk characteristics, and c) making recommendations for redemptions when deemed appropriate. 4) Provide hedge fund manager and strategy research and white papers, and provide access to your research staff by telephone and at your office for in person meetings. MINIMUM QUALIFICATIONS Prospective Hedge Fund Due Diligence Consultants responding to this RFP ( Respondents ) must meet the minimum qualifications for further consideration. Minimum qualifications are listed in Attachment 1 Consultant Certification. PROPOSAL CONTENT Respondents must complete each section of the Questionnaire attached hereto as Attachment 2 Questionnaire in accordance with the instructions contained therein for further consideration. EVALUATION PROCESS 1. The purpose of the evaluation process is: (1) to assess the responses for compliance with the minimum qualifications; and (2) to identify Respondents that have the highest probability of successfully performing the services described herein. 2. All responses submitted will be evaluated in a manner designed to produce the most beneficial results for OPERS. Respondents proposals will be evaluated based upon the following factors: alignment of interests with OPERS; value proposition; resources and capabilities of the firm; knowledge and experience of the firm; breadth and quality of hedge fund manager research; insights evident from materials, research, and presentations; and other factors deemed relevant. Each criteria may be weighted, if desired. OPERS may request clarifications from the Respondent at any phase of the evaluation process for the purpose of clarifying ambiguities in the information provided. 3. During the evaluation process, OPERS Staff may, at its discretion, interview semifinalist candidates in our Columbus offices and may, at its discretion, conduct due diligence of the finalist candidates in their respective offices. Not all Respondents may be asked to participate in such interviews or due diligence. 4. After evaluation of the proposals, OPERS may determine a list of finalists not to exceed three (3) and may commence sequential negotiations on any aspects of the proposals OPERS deems appropriate beginning with the highest scoring finalist. If OPERS does not reach agreement with the highest scoring finalist within seven (7) calendar days, or if in the opinion of OPERS negotiations reach an impasse, OPERS may decide not 4
to award the contract or may begin negotiations with the second highest scoring finalist. OPERS may choose to continue such negotiation schedule with subsequent finalists on the same basis until a contract is negotiated, no other finalists remain, or OPERS decides not to award the contract. 5. OPERS Staff will make the final selection of the Hedge Fund Due Diligence Consultant. TERMS AND CONDITIONS FOR SUBMITTING PROPOSALS 1. Respondent acknowledges that it has not submitted its proposal with the assumption that there will be an opportunity to negotiate any aspect of the proposal. 2. Respondent acknowledges that OPERS is subject to the Ohio Public Records Act, and the documents submitted pursuant to this RFP may be subject to a public records request. Accordingly, Respondent must identify any material or documents that are proprietary, trade secret or otherwise confidential and clearly mark those items or documents at the time of submittal. If a request for records is made that includes information Respondent has identified as confidential, OPERS will make reasonable efforts to contact Respondent in sufficient time to allow Respondent to take appropriate legal steps to protect the confidential information from disclosure. If as a result of the position taken by Respondent regarding the confidentiality of the information OPERS is assessed any damages or fees, Respondent shall indemnify OPERS for such damages or fees. If no documents or materials are identified and marked as such, Respondent will be deemed to have consented to the release of the document or material and to have waived any cause of action against OPERS resulting from the release of the documents or materials. 3. Regardless of cause, late proposals, in whole or in part, will not be accepted and will automatically be disqualified from further consideration. It shall be the Respondent s sole risk to ensure delivery at the designated office by the designated time. Late proposals will not be opened and may be returned to the Respondent at the expense of the Respondent, or destroyed if so requested. 4. OPERS reserves the right, in its sole discretion and without prejudice, to reject any or all proposals submitted and to waive as to any vendor or as to all vendors, any informality or irregularity in a proposal or proposals or any failure to conform to the instructions in this RFP. There are no expressed or implied obligations on the part of OPERS to reimburse responding Managers for any expenses incurred in preparing proposals in response to this request. 5. OPERS reserves the right, in its sole discretion and without giving reasons or notice, at any time and in any respect, to amend or cancel this RFP, to alter the procedures described in this RFP, including but not limited to the procedures for evaluation, to change, alter or waive any and all criteria included in this RFP, to waive or modify any requirements of this RFP or to add additional requirements, and to terminate discussions with any or all vendors. 5
6. This RFP is not a contract, not meant to serve as a contract, and does not constitute a promise to enter into a contract. 7. All documents, proposals and other materials submitted in response to this RFP will become the property of OPERS and will not be returned to Respondent. 8. Respondent agrees to comply with all terms, conditions and requirements described in this RFP. Any failure by Respondent to so comply shall be grounds for rejection of that Respondent s proposal, as determined by OPERS in its sole discretion. 9. If a contract results from this RFP, neither the successful Respondent, nor anyone on its behalf (including its agents, affiliates, vendors and/or subcontractors), shall publish, distribute or otherwise disseminate any press release, advertising and/or publicity matter of any type or kind (collectively Advertising Material ) having any reference to OPERS, this RFP or the resulting contract, unless and until such Advertising Material first shall have been submitted to and approved in writing by OPERS. 10. An individual who is authorized to contractually bind the Respondent must sign Attachment 1 Consultant Certification. INSTRUCTIONS FOR SUBMITTING PROPOSALS 1. All responses must be delivered via e-mail to OPERS by July 30, 2014 at 4:00PM (EDT) to hfconsultant2014@opers.org. 2. Questions concerning this RFP must be submitted in writing or via e-mail to hfconsultant2014@opers.org. The question and answer period will be from July 11, 2014 to July 24, 2014. Questions and answers will be posted on the OPERS website. 3. No Respondent shall attempt to communicate with OPERS concerning this RFP in any manner or at any time other than 1) during the question and answer period described above, 2) as part of semi-finalist interviews or due diligence of finalist candidates described under Evaluation Process, and 3) in response to OPERS requesting clarification from the Respondent for the purpose of clarifying ambiguities in the information provided as stated under Evaluation Process. Communication with OPERS, other than as previously described, will result in immediate disqualification. 4. This RFP is issued on July 11, 2014. OPERS reserves the right, in its sole discretion, to amend or cancel this RFP. 6
ATTACHMENT 1 - CONSULTANT CERTIFICATION OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM Hedge Fund Due Diligence Consultant Request for Proposal Respondent Firm Name Respondents must substantiate that the firm satisfies the minimum criteria, to OPERS satisfaction. This certification and the associated documentation must contain sufficient information, as prescribed, to assure OPERS of its accuracy. Respondents must: 1) Be and maintain status as a registered investment advisor under the Investment Advisors Act of 1940. 2) Have been in existence for at least three years and have senior members of the firm with at least five (5) years hedge fund experience servicing institutional clients. 3) Agree to act as a fiduciary within the meaning of applicable Ohio law (including Chapter 145 of Ohio Revised Code). Respondents must certify: 1) To the best of our knowledge, all information and representations provided are true, complete and accurate. 2) We warrant and represent that our firm did not confer with any other persons or organizations submitting information regarding the search in progress. 3) We have read the complete materials and agree to the terms and requirements upon which this Request for Proposal is conditioned, and our proposal meets all the requirements in this Request for Proposal. 4) The signature affixed hereon and dated certifies compliance with all the requirements of this Request for Proposal. Yes: No: Authorized Signature Printed Name Title Date 7
INSTRUCTIONS ATTACHMENT 2 - QUESTIONNAIRE OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM Hedge Fund Due Diligence Consultant Request for Proposal OPERS is considering Hedge Fund Due Diligence Consultants as outlined in this Request for Proposal. All Respondents shall complete each section of this questionnaire. Responses should be clear, concise and complete. Firm Name: Contact Person: Title: Address: Phone: Email: This questionnaire is intended to provide OPERS with specific information concerning your ability to provide hedge fund due diligence services as described in this Request for Proposal. Please try to limit your responses to no more than one (1) page per question and type each response in the same order as listed in this questionnaire. 8
A. Firm / Organizational Information 1) Please complete the following table, and provide a brief history of the firm: Firm Information Country and state of incorporation Date firm founded Principal place of business Date and current registration with any regulatory agency (SEC, FCA, etc.) 2) Please detail the ownership structure of the firm: Ownership Form of organization (corporation, partnership, LLC, etc.) Ownership % of each principal (list names) 3) Please describe: a) Any material developments in your organization (changes in ownership, personnel, business, etc.) over the past five years in detail. b) Please describe any joint ventures, affiliations, or ownership interests involving other investment advisory, services, or management firms. c) Any planned changes in terms of ownership structure, resources or staffing, including any succession planning for potential retirements of key individuals. 4) Please disclose and describe: a) Any significant findings by any regulatory agency that conducted an audit or review of the firm within the last seven years. b) Any deficiency letter or similar report by any regulatory agency regarding an audit or review of the firm within the last ten years. c) Any investigation or litigation involving the firm or any of its principals during the last ten years, including the nature of the litigation, the parties and the status of the litigation. d) Please provide a copy of your full Form ADV (Parts I and II). 9
5) Please complete the following table showing the number of employees in each department / job function, and the breakdown by office location. If persons are included in more than one category, please explain the reason: Consultants General Research Manager Research Operational Due Diligence Other Firm-wide Total Total Dedicated to Hedge Funds Location 2 Location 1 Location 3 Location 4 6) Provide a current organizational chart of your firm. 7) Please list names and location of the individuals who would be responsible for the OPERS account. Describe the duties and responsibilities of each of the individuals identified. Please provide a biography for each. 8) Please list all professionals associated with your hedge fund group that joined the firm in the past five years: Professionals - Joined Date Joined Title/Job Function Area of Responsibility 9) Please list all professionals associated with your hedge fund group that left the firm in the past five years: Professionals - Departures Date Left Title/Job Function Years with Firm Area of Responsibility 10
10) Discuss your organization s employee compensation and incentive program and how this aligns interests with clients. 11) Please state whether any of the firm s investment professionals have other business responsibilities outside of their employment with the firm and, if applicable, describe the other business responsibilities, including how many hours each week are allocated to those outside efforts. 12) Please state whether your firm has established a formal compliance policy, a code of ethics for employees, or both. 13) Describe how the firm manages growth, including capacity for client investment at recommended hedge funds. 14) Provide a breakdown of assets under advisement as a percentage and dollar amount by asset class (equities, fixed income, direct hedge funds, fund of hedge funds, private equity, real estate, other). 15) Please complete the following table relating to client base, as of June 30, 2014: Client Type Public Pension Plans ERISA Foundations/Endowments Other (provide detail) # of Consulting Clients # of Hedge Fund Consulting Clients Client AUM in Direct Hedge Funds ($mil.) Client AUM in Fund of Hedge Funds ($ mil.) Total 11
16) Provide a list of your 10 largest hedge fund clients (by AUM invested in hedge funds). Include client name (if permitted) and type of client (public pension, corporate pension, sovereign wealth fund, foundation/endowment, etc.) Client Name and Type Total AUM ($mil) AUM in Direct Hedge Funds ($mil.) AUM in Fund of Hedge Funds ($mil.) Client since (year) 17) What percentage of total firm revenues were derived from the following activities: Revenue Source 2011 2012 2013 Hedge Fund Consulting Other Alternatives Consulting Other Investment Consulting Investment Management Activities Services to Investment Managers Other (provide detail) 2014 (through 6/30) 18) Please describe the insurance coverage for your firm including coverage amount, deductibles, and A.M. Best rating of insurance carrier. Be sure to include general errors and omissions liability insurance coverage and fiduciary liability insurance coverage against acts of fraud and dishonesty. 12
B. Hedge Fund Consulting Services 1) What are your firm s key strengths, competitive advantages, and weaknesses? 2) Describe your organization s approach to making hedge fund investment recommendations. 3) Please describe the firm s experience with public pension plan accounts. 4) Describe your public fund client s hedge fund performance relative to their benchmarks and their peer universe. Please include supporting data. 5) How have hedge fund managers on your approved/recommended list performed relative to their peers? Please provide supporting data. 6) What hedge fund strategies and/or styles does your firm have a bias for or against? Why? 7) Describe your experience working with clients that use multiple consultants, such as a general investment consultant and/or strategic alternatives consultant in addition to a dedicated hedge fund due diligence consultant. Please provide specific examples. 8) Describe your experience working with clients that also utilize fund of hedge fund managers in addition to making direct hedge fund investments. Please provide specific examples. 9) Describe your experience working with clients that utilize alternative beta strategies. Please provide specific examples. What are the advantages and disadvantages of using these strategies from an investor perspective? 10) Describe your experience with working with clients that utilize managed account platforms. Please provide specific examples. What do you believe are the advantages and disadvantages of managed accounts from an investor perspective? 11) Describe your experience assisting clients with reducing hedge fund fees and other program expenses. Please provide specific examples. 12) Provide examples of all reports OPERS would receive based on the Scope of Engagement. Describe reports provided to other clients that would not be available to OPERS based on the Scope of Engagement. 13
C. Hedge Fund Due Diligence 1) How is your manager research team organized? Are they generalists or do they specialize by underlying investment strategy? Why did you decide to organize your analysts in this manner? 2) Please describe in detail the investment due diligence performed on hedge fund managers, including key decision points and timelines. 3) What are the key factors you rely on in assessing hedge fund manager skill? 4) Please describe your firm s manager ranking system and describe how the ranking system weighs quantitative and qualitative inputs. 5) Describe your hedge fund manager database including types of information included, and how the system is used by your staff. Is your database a proprietary system or obtained from a third party vendor? How is the information on your database delivered to clients? 6) Please complete the following tables relating to your research universe and recommended funds: 12/31/10 12/31/11 12/31/12 12/31/13 6/30/14 # of Hedge Funds in Database # of Hedge Funds in Research Universe # of Hedge Funds on Recommended List # of Hedge Funds in Client Portfolios Multi- Strategy Event Driven 14 Equity Long Short Relative Value # of Hedge Funds in Database # of Hedge Funds in Research Universe # of Hedge Funds on Recommended List # of Hedge Funds on Recommended List and meeting following criteria: 1) Open to new investors 2) Fees no higher than 1.5% and 20% 3) Initial Lock up 1 year or less 4) Quarterly Liquidity (or more frequent) Meeting all four of above criteria Global Macro Other (Beta Replication, etc.)
7) Describe how potential managers and strategies are identified. How many new managers do you evaluate per year? 8) Describe any minimum qualifications for recommended hedge funds. 9) Are formal reports written as part of manager due diligence process? If so, please provide a sample manager report. How is manager research delivered to clients? 10) Describe how OPERS Investment Staff would work with your research analysts during the manager due diligence process. 11) Are you willing to conduct research on hedge funds not in your research universe at the request of clients? What is process and timeline for conducting such research? 12) Describe the portfolio transparency you receive from the hedge funds you recommend and in your research universe. What is your minimum requirement for transparency? How is this information delivered to clients? Please provide specific examples? 13) Describe the systems and tools for evaluating risk at the individual fund level, as well as for fit with client portfolios. How is this information delivered to clients? Please provide specific examples. 14) What assistance do you give your clients with on-going due diligence of managers hired? Please provide specific examples. 15) Explain your process for ongoing monitoring of hedge fund managers on your approved/recommended list. 16) How do you handle monitoring of hedge funds that are in client portfolios but not on your approved/recommended list? 17) Does your firm utilize a watchlist or similar mechanism for underperforming hedge funds? What is the process for placing hedge funds on the list? How is it communicated to clients? 18) What is your process for recommending client redemptions from a hedge fund? Please provide three recent examples where the manager research team recommended a client redeem from a manager. 19) Disclose any hedge funds on your approved/recommend list that became the object of an investigation by the SEC (or similar regulator), experienced significant client redemptions, imposed gates, suspended redemptions, or created side pockets in the last eight years. Describe how you assisted your clients in handling these situations. 15
D. Operational Due Diligence 1) Do you have a dedicated operational due diligence team? What is the size and qualifications of the team? 2) Please describe your operational due diligence process. Be sure to address the following: a) In-office / on-site visits. b) Legal reviews c) Financial / account reviews / audits d) Compliance e) Prime brokers f) Back office / administration g) Background checks h) IT and Business Continuity/Disaster Recovery 3) Please discuss whether the firm uses any third parties to assist in the operational due diligence process. 4) Please provide a sample operational due diligence report for an approved/recommended hedge fund manager (name of fund may be redacted if necessary). 5) What ongoing operational due diligence is performed on approved/recommend managers? 6) Please provide two examples where the operational due diligence team either rejected a manager or worked to bring the hedge fund s operational infrastructure up to your standards. 7) Please describe any client losses resulting from fraud or operational issues at hedge funds that had been on your approved/recommended list. 16
E. Conflicts of Interest 1) How does the firm identify and manage potential conflicts of interest? Describe any actual or potential conflicts of interest that exist between the firm, clients, hedge fund managers, and other entities and how they are mitigated. 2) Please state whether your firm or any individual in your firm receives any fees, compensation, or any other benefits from hedge fund managers or intermediaries. If it does, please explain and describe the nature of the relationship. F. Fees 1) Please provide your proposed fees and terms. The proposed fees shall include all costs payable by OPERS for hedge fund due diligence services as outlined in the Scope of Engagement. Once the Consultant is selected, the fee may be refined depending on factors which may affect the fee, but in no case will the refined fee be higher than the proposed fee. The fee proposal should assume a two year agreement, with two one-year extension options. Year 1 Year 2 First Year Extension Second Year Extension Fee (in US$) 2) Will you certify that the fees provided are the most favorable fee schedule that the firm offers for clients with similar requirements? If not, please explain why. 17
G. Other 1) Please describe the activities that you would incorporate into a relationship with OPERS as described in the Scope of Engagement. 2) Is there any activity listed in Scope of Engagement which would require your firm to utilize a third party provider. If so, please describe in detail. 3) Describe any additional services you are willing to provide OPERS included in your fee proposal that are not included in Scope of Engagement. 4) Describe the access and interaction OPERS Staff would have with your firm s consultants, manager research staff, and other investment professionals. 5) Describe any education programs your firm has conducted or makes available to clients on an ongoing basis. 6) Provide a copy of any recent research papers your firm has produced relating to hedge fund investing. 7) Identify five existing hedge fund advisory clients that can be contacted as references. Provide the firm name, contact person and title, address, telephone number, and email address. Also, indicate the length of your relationship for each reference. 8) Identify three previous hedge fund advisory clients that have terminated the relationship in the past three years that can be contacted as references. Provide the firm name, contact person and title, address, telephone number, email address, and reason for termination. 9) Identify three hedge fund managers that can be contacted as references with respect to your manager due diligence process. Provide the firm name, contact person and title, address, telephone number, and email address. 18