Request for ProposalINVESTMENT CONSULTING SERVICESTABLE OF CONTENTS

INTRODUCTION........................................................................................................................................................ 2

PURPOSE..........................................................................................................................................................................2BASIC REQUIREMENTS........................................................................................................................................................2SERVICES..........................................................................................................................................................................2

CONTENT OF PROPOSALS......................................................................................................................................... 2

FIRM HISTORY AND STRUCTURE...........................................................................................................................................2PERSONNEL.......................................................................................................................................................................2CONSULTANTS WITH PROFESSIONAL CERTIFICATIONS (BREAKDOWN)...........................................................................................2AFFILIATIONS, CONFLICTS OF INTEREST AND STANDARD OF CONDUCT........................................................................................2CLIENT RELATIONSHIPS.......................................................................................................................................................2PHILOSOPHY & PROCESSES..................................................................................................................................................2RESEARCH & TECHNOLOGY..................................................................................................................................................2DIVERSITY IN THE WORKFORCE..............................................................................................................................................2INVESTMENT POLICY/ASSET ALLOCATION GUIDE / RISK MANAGEMENT.....................................................................................2INVESTMENT MANAGER SELECTION......................................................................................................................................2INVESTMENT PERFORMANCE EVALUATION.............................................................................................................................2LITIGATION AND REGULATORY ACTION..................................................................................................................................2COST PROPOSAL................................................................................................................................................................2

APPENDIX................................................................................................................................................................ 2

BASIC REQUIREMENTS (COMMENTS).....................................................................................................................................2SERVICES (COMMENTS).......................................................................................................................................................2Circumstances surrounding consultants and senior employees departures in the last three years (Comments)......2

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INTRODUCTION

PURPOSE

The Request for proposal issued by the Retirement board of the Policemen’s Annuity and Benefit Fund of the City of Chicago (“Fund”) has the purpose of soliciting data from qualified investment consulting firms that provide general investment consulting services target to the Retirement Board and staff.

The RFP process is for the Fund 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.

BASIC REQUIREMENTS

To be considered for evaluation the firm must meet all of the following minimum requirements*: Yes/No

1.The Proposer agrees not to make any claims for or have a right to damages because of any misrepresentations or misunderstanding of the specifications or because of any lack of information.

2.The Proposer must have verifiable consulting expertise in a range of investment strategies, and familiarity with a variety of investment vehicles.

3.The Proposer certifies that if selected to perform the services discussed in this RFP, it can and will provide and make available, at a minimum, all awarded services set forth in this RFP.

4. The Proposer warrants that all information provided by it in connection with this proposal is true and accurate.5. No possible conflict of interest between the Fund and the contracting firm, subsidiaries or affiliates.

6.

The individual assigned to the fund as Primary Consultant must possess, as of December 31st, 2009, previous Consultant experience to at least one public defined benefit pension system or public funds that had at least $1.5 billion in assets as of December 31st, 2009. The term “Primary Consultant” shall refer to the lead, most senior consultant assigned to regularly provide direct investment consulting services to a client.

7.The investment consulting firm contractually agree to be a "fiduciary" to the Fund as defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and to perform the fiduciary duties imposed on an ERISA fiduciary under that act.

8.The investment consulting firm must be able to maintain a satisfactory data processing interface with custodian bank by tape, disk, on-line connection or other electronic means, at the firm's expense, for the purposes of compiling all required performance reviews and reports.

9.Provide references for three (3) defined benefit public pension system clients or public funds contact person and telephone number, date of inception of client relationship, and assets under supervision as of December 31st, 2009.

* Please provide any relevant comments in related table in the Appendix

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SERVICES

The firm will be required to provide the following scope of services to the Fund*:Yes/No

10. Advising on the development, implementation and/or revision of investment policies and guidelines;

11.

Analyzing and advising on the capabilities of investment managers (those under contract by the Fund and also prospective firms that the Fund may review in manager search processes), including the analysis of a firm’s personnel, investment philosophies and processes, internal risk controls, risk-adjusted performance and performance relative to peers;

12.

Analyzing and advising on the capabilities of custodial banks (those under contract by the Fund and also prospective firms that the Fund may review in manager search processes), including the analysis of a firm’s personnel, internal and risk controls, performance measurement and software;

13.Overseeing investment managers in conjunction with Staff, including periodic reviews, interviews and on-site visits as requested by Board and Staff;

14.As require provide asset allocation reviews and recommendations, including annual reports that state specific forecasts of return, risk and correlations for all asset classes;

15. Advising on risk management issues and risk management program structure; 16. Advising on management structure (e.g. active vs. passive, investment styles, non-traditional investments);17. Advising on strategic and tactical investment issues;18. Advising on investment performance measurement;19. Advising on capital market assumptions;20. Advising on private equity investment policies, strategies, and selection of managers;21. Advising on real estate investment policies, strategies, and selection of managers;22. Advising on prospective alternative investment assets, such as hedge funds, overlay strategies, etc.;23. Providing research on special investment topics as requested;24. Advising on rebalancing policies;25. Providing or assisting in manager searches, selections, watch list placements and terminations;26. Advising on transition management issues and strategies;

27.Performing quarterly performance analysis by manager, asset class, and total fund, including peer universe comparisons at the asset class and total fund levels, and providing quarterly reports on same;

28. Advising in developing, implementing, and modifying custodial policies.29. Advising in developing, implementing, and modifying brokerage policies.30. Performing educational sessions for Board and Staff as requested;31. Providing quarterly performance reports;32. Attend to monthly Investment Committee Meetings;33. Attend to monthly Board Meetings;34. No less than monthly provide on-site consultation and assistance;

35.

Providing analytical software (or an on-line system) that will allow Staff to analyze and evaluate asset allocation optimization scenarios, investment structures and styles, portfolio correlations, and manager performance (including the capability of determining if a manager’s performance is within established limits for tracking error and investing within Investment Policy guidelines);

* Please provide any relevant comments in related table in the Appendix

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CONTENT OF PROPOSALS

FIRM HISTORY AND STRUCTURE

Request Answer

36.Name of firm, primary contact name for this RFP and all contact information.

37. Year of organization.38. Describe the current ownership structure.39. Briefly describe the firm’s history.

40.

List any persons who have an ownership or distributive income share in the consultant or investment adviser 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.

41.Please list any person who serves as an executive officer of the consultant or investment adviser.

42.Please list all subcontractors*, and the expected amount of money each will receive under the contract.

43.Within the past five years, have there been any significant developments in your organization such as changes in ownership, restructuring or personnel reorganizations?

44.Please describe any such anticipated changes in your organization in the next 12 months.

45.List affiliated companies (parent and subsidiary), and/or joint ventures.

46.Provide the 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 RFP.

47. Indicate which office will be primary in servicing our account.

48.

Please complete the following table by listing and describing all lines of business for your organization, by percent of revenue and by percent 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.

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Request Answer

49.

Please complete the following table by listing all services the firm provides for consulting. Which three services are the firm’s special strengths, specialization, or notable areas of expertise when compared with peer consulting firms? Which of these services may not be offered by other investment consulting firms?

50. What supporting evidence can you provide for this advantage?

Services Special Strengths? Might not be offered?

Request Answer

51.Has your firm filed for bankruptcy, reorganization or any financial hardship in the last seven years?

52.If so, what security will your firm provide to the Fund to ensure contract fulfillment and quality of services?

53.Are there any pending legal actions against your firm that would affect your firm's ability to fulfill contractual commitments?

54. If yes, please describe.

55.Describe the level of errors and omissions insurance coverage and any other fiduciary or professional liability insurance the firm carries.

56. Please name the carriers providing such insurance.

57.Has there been any claim made on any of the above policies in the last five years?

58. If so, describe the outcome.

59.Provide a breakdown of your firm’s staff by job class (i.e., consultant, managerial, marketing, clerical, etc.)

Job Class Number of Employees As Percentage of Total

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PERSONNEL

Request Answer60. Provide an organizational chart for your consulting unit.61. What is the number of full time employees in your firm? 62. What is the number of senior consultants in your firm?

63.What is the number of consultants (excluding senior consultants) in your firm?

64.What is the ratio of senior consultants on total consultants in your firm?

65. What is the ratio of senior consultants per client?

66.What is the ratio of consultants (excluding senior consultants) per client?

67.What is the number of consultants with professional designations? *

CONSULTANTS WITH PROFESSIONAL CERTIFICATIONS (BREAKDOWN)

CFAs %total* CAIAs %total CPAs %total Other† %total

68. What policies are in effect to control workload?

69.Is there a limit on the number of accounts that an employee may handle?

70.How many consultants and senior employees have left your firm in the last three years?

71.Please describe the circumstances surrounding these departures. ‡

72.How many other employees have left your firm in the last three years?

73. Please provide copies of your ADV Form Part 1 and Part 2

* Percentage of total consultants† Please specify designation‡ Please provide any relevant comments in related table in the Appendix

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AFFILIATIONS, CONFLICTS OF INTEREST AND STANDARD OF CONDUCT

Request Answer

74.

Provide a statement that no officer, member, employee or agent of the Fund has any known personal or pecuniary interest, direct or indirect, in the services contemplated by this Request for Proposals.

75.Has the firm received loans from any money management firms, their subsidiaries, or principals?

76. Please list and describe in detail any affiliated organizations.

77.

Does your firm or any of the listed affiliates provide any other retirement or financial services such as investment management, investment banking, actuarial, brokerage or consulting services?

78.Please explain how having these different affiliates could create any type of conflicts between your firm and the Fund?

79.If such conflict occurs how would you plan to manage the situation?

80.If your firm and any affiliate organizations provide more than one service, describe how you protect against conflicts of interest?

81.Have you ever included your own firm, an affiliate or a sponsored investment vehicle in a vendor search that you have conducted?

82.

Does your firm directly or indirectly charge money managers to be included in the firm’s manager research database or do you otherwise receive payments from managers in your database either directly or indirectly? If yes, please elaborate.

83. Does your firm receive any revenues from custodian banks?

84.If yes, please describe the types of services provided and fee arrangements that typically apply.

85.

Does your firm, its principals or any affiliates own any part of, or have any strategic alliance in a money management firm, broker-dealer or other organization that sells services to institutional investors and/or SEC registered advisors?

86.If so, identify the firm(s) and describe the service and the relationship to the consulting group.

87.Does your firm receive any soft dollar revenues from investment managers through an affiliate broker?

88.If yes, what percentage of soft dollar revenues in each of the last five years was due to client direction?

89.If yes, what percentage of the clients pays their consulting fees to the firm through soft dollar arrangements?

90.Does the firm have a written code of conduct or set of standards for professional behavior?

91. If so, please attach a copy.92. If so, state how they are monitored and enforced.

93.Has the firm adopted the CFA Institute Code of Ethics and Standards of Professional Conduct?

94. If so, how is employee compliance monitored?

7

CLIENT RELATIONSHIPS

Request Answer

95.

Please provide a description of the team assigned to this account (Include titles, functions, academic credentials and relevant experience. Identify and explain role of back-up personnel).

96.Describe the firm's back-up procedures in the event the key personnel assigned to our accounts should leave the firm.

97. Please identify the primary consultant.98. Please identify the back-up consultant.

99.Please identify who will perform the analytical work on the relationship.

100.How many other client relationships will the consultant(s) assigned to our account have?

101.Please describe your firm’s policies regarding client load for its consultants and support staff.

102.

Will your firm agree to specify in the contract that it will be a “fiduciary” as defined in 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?

103.Are there any restrictions you place on your service as fiduciary?

104.

Complete the following table by providing the number of clients and assets under advisement for the firm’s full-service retainer investment consulting relationships for each of the last five years. (Performance evaluation services or project-based work alone are not considered full-service retainer investment consulting relationships.)

2005 2006 2007 2008 2009

Number of Clients

Assets Under Care

Request Answer

105.

Complete the following table by providing for each calendar year beginning in 2005, the name and dollar amount of assets of all full-service retainer investment consulting clients that terminated their relationship with the firm. Provide the reason for each termination.

Name Dollar Amount Reason

2005

2006

2007

2008

2009

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Request Answer106. Have there been any client terminations to date in 2010?

107.If yes, please provide the information for those terminations as well.

108.

Complete the following table by listing the of full-service retainer investment consulting clients by category as a percentage of total number of clients as of December 31st, 2009:

<$1B >$1B, <$5B >$5B, <$15B >$15B, <$59B >$50 TotalPublic EmployeesRetirement (DB or hybrid)Public EmployeesRetirement (DC only)

Corporate (DB or hybrid)

Corporate (DC only)

Endowment

Union/Taft-Hartley (DB or hybrid)

Other

Total

Request Answer

109.Complete the following table by listing how many institutional clients has your firm gained in the past three years?

Number of Accounts Dollar Amount

2007

2008

2009

Request Answer110. How your firm plans to managed future grow of clients?

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PHILOSOPHY & PROCESSES

Request Answer

111.Describe the firm’s philosophy as it pertains to investment consulting.

112.Please complete the following table with what do you consider to be your firm’s consulting specialties, strengths, and limitations.

Consulting specialties and strengths Limitations

Request Answer113. What are the risks that you believe should be managed?

114.

Describe your view of how a large pension fund should approach risk management. Provide a detailed response on how you would propose to assist clients in setting risk management goals and implementing an effective risk management system.

115.Describe the firm’s view of how a large public pension fund should approach manager searches.

116.What key criteria do you believe should be emphasized in a search?

117.Describe the firm’s recommended portfolio construction process.

118.

What analytical tools (for example, mean-variance optimization, factor analysis, scenario analysis, stress testing, etc.) does the firm recommend that clients use in making manager structure decisions?

119. Can the firm provide these tools to clients?

120.Are these tools included as part of the firm’s general consulting services, or must the client purchase them separately?

121. Explain the firm’s views on active management.122. Should beta and alpha be considered separately?

123.Describe the firm’s process for forecasting expected returns, risks and correlations of the major asset classes.

124.Are there any professionals dedicated specifically to this function?

125.How frequently does the firm review its capital markets expectations?

126.Describe the firm’s recommended process for providing investment and fiduciary education to trustees and staff.

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RESEARCH & TECHNOLOGY

Request Answer127. Describe the firm’s research capabilities.

128.Does the firm have a dedicated research unit that conducts research on investment topics?

129. If not please explain how you firm performs this task.

130.Please describe some examples of research recently conducted by the firm.

131. Does the firm provide clients with research reports?132. If yes, how frequently?

133.Describe how the firm conducts research on investment management firms and their products.

134. How many research analysts are dedicated to this function?

135.How often will a representative of the firm’s manager research group typically perform an on-site visit to an investment management firm?

136.Describe the firm’s information technology capabilities and resources.

137.How does the firm make technology available to clients to assist them in risk management and the evaluation of investment manager skill?

138. Does the firm maintain a manager database?

139.Does the firm maintain a separate database for Emerging Investment Managers?

140. Is the database proprietary or purchased?141. If you have an in-house database, do you sell it to third parties?142. How do you receive compensation for selling it?

143.Describe any advantages that you perceive your database has over your competitors.

144. How often are managers in your database reviewed?

145.Under what circumstances are managers added to or deleted from your database?

146.Describe how your firm gathers, verifies, updates, and maintains the data collected on managers for the database.

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DIVERSITY IN THE WORKFORCE

Request Answer

147.

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 (30 ILCS 575) Business Enterprise for Minorities, Females, and Persons with Disabilities Act?

148. Minority ownership (%)?149. Women ownership (%)?150. Person with disability ownership (%)?

151.Does the firm have an Affirmative Action Policy or other policies that promote diversity in the workforce? If ‘Yes’, please provide details.

152.

Does the firm have a MWDBE vendor supplier policy? Please describe. If such a policy exists, please list the value amount of such programs for the last three years. Please provide as much detail as possible.

153.Provide a list of names and addresses of woman-owned, minority-owned and emerging businesses with which you currently do business.

154.P

Please complete the attached Diversity Table and return separately.

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INVESTMENT POLICY/ASSET ALLOCATION GUIDE / RISK MANAGEMENT

Request Answer

155.Provide an outline of the principal steps you typically follow when helping a client to develop a statement of Investment Policy and Objectives.

156.How will you interface with the retirement system’s actuary or other professional advisors?

157.Provide an outline of the issues and items that are covered in a typical investment policy statement.

158.Describe, in detail, your approach to developing asset allocation strategies.

159. How often should studies be performed?

160.What are the determining factors that might lead to the initiation of a new study?

161.What asset classes are typically included in your clients’ investment guidelines?

162.Explain your firm’s views on the role of risk management for a large pension fund.

163.What do you see as the key risks, and how do you recommend large plans to manage those risks?

164.Describe your firm’s capability and experience in conducting asset-liability studies.

165.How should the plan liabilities, funding level, and changes in the contributions level be incorporated into the asset allocation decision?

166.Given the historical underfunding of the Fund and cash flow problems, what you believe is the most appropriate means of “asset matching” for those liabilities?

167.Does your approach include passive strategies such as indexation?

168. For which asset classes?

169.What percentage of each asset class should be indexed? Please explain your reasoning.

170. Describe your firm’s approach to alternative investments.

171.Describe the types of investments that you recommend to clients (i.e., private equity, venture capital, hedge funds, commodity-based, etc.)

172.Do your clients invest primarily in fund-of-fund vehicles, individual funds, direct investments, or a combination of all three?

173.What is the firm’s view of (a) LDI strategies (b) traditional investments has part of the asset allocation process?

174.Please describe your firm experiences regarding both investment strategies.

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INVESTMENT MANAGER SELECTION

Request Answer

175.How does your firm interface/interacts with prospective managers?

176.What role do the consultants assigned to our account play in that process?

177.How many managers do you typically recommend that the investment committee select to make final presentations from the total search data base?

178.Please describe the optimal role that your firm would like to take in manager presentations to the Fund.

179.Please explain your due diligence process and how is due diligence performed for all managers?

180.What quantitative systems do you utilize to help in your manager screening?

181. Which are purchased and which are proprietary?182. Do you monitor your success in selecting managers?183. If you do, how?184. Do you maintain a recommended list?185. Is the recommended list available to your clients upon request?

186.Is the historical performance data of your recommended list available upon request? If yes please provide details.

187.Besides investment returns, what key criteria does the firm consider relevant in the review of an investment manager?

188. Specifically, how do you evaluate manager skill?

189.Describe the firm’s recommended process for monitoring investment managers.

190.What is the appropriate time period for evaluating an active investment manager’s performance?

191.What quantitative and subjective criteria are used to recommend termination of a manager?

192.At what point would the firm recommend terminating an investment manager?

193. Describe the firm’s capabilities and experience negotiating fee arrangements with investment managers on behalf of clients.

194. Do you believe that performance-based fee arrangements are worthwhile?

195. If yes, how do you suggest we structure performance-based fee arrangements?

196. Is your firm willing to evaluate and recommended Emerging Investment Managers or local institutions to provide service to the Fund?

197. Has your consulting group been supportive of these initiatives and how?

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INVESTMENT PERFORMANCE EVALUATION

Request Answer

198.Specifically describe your performance evaluation system and the philosophy behind it.

199.Is your system proprietary or did you obtain it from another supplier?

200.Describe your firm’s capabilities in providing performance measurement at the manager, asset class and total fund level.

201. Is the firm’s database proprietary or purchased? 202. How is data input and verified? 203. How could the Fund access its performance information?

204.Should the Fund use your firm for performance measurement calculations rather than or in addition to the service provided by our trustee bank?

205. If so, why?

206.If the Fund chose to use its trustee bank for calculating performance, will it impact the ability of the firm to provide any of the other services described herein?

207. Will it have any impact on our fees?

208.Describe and illustrate any special indexes constructed by your firm.

209.What other services are provided, such as custodian searches, due diligence visits, proxy voting, etc.?

210.How soon following the end of the reporting period can you provide copies of investment performance evaluation reports?

211. Provide samples of your standard reports.

LITIGATION AND REGULATORY ACTION

Request Answer

212.Please describe all complaints associated with your firm received by the Securities and Exchange Commission and the National Association of Securities Dealers.

213.Has your firm been involved in litigation within the last five years?

214. If ‘Yes’, disclose the history and status of any such litigation.215. Is there any pending litigation arising from your performance?216. Please provide full explanations of all occurrences.

217.

Has your firm, its principals or any affiliates ever 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?

218. If yes, please provide details.

219.Describe any sanctions or any other disciplinary actions taken with respect to your firm by any other authoritative body.

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COST PROPOSAL

Request Answer

220.1

Provide (a) the combined annual flat fee your firm would charge for providing all of the services required and (b) a basis point fee base on quarterly market values or annual including services related to Real Estate investments. The fee quoted should include all travel and other out-of-pocket expenses of the Adviser.

221.1

Provide (a) the combined annual flat fee your firm would charge for providing all of the services required and (b) a basis point fee base on quarterly market values or annual excluding services related to Real Estate investments. The fee quoted should include all travel and other out-of-pocket expenses of the Adviser.

222.1

Please indicate if the annual flat fee includes the cost of any search conducted on behalf of the plan. If not, please indicate the cost of searches conducted on behalf of the plan.

223.2

Indicate any additional services of consulting work that would be considered to be “special projects” that would not be included in the fee quoted in response, and specifically define how “special projects” would be billed. (For example, if a special project will be billed at an hourly rate, then explain this and provide the hourly rate that would apply.)

224.3

If the Fund chose to utilize only its custodian bank for performance measurement services, and had the firm use the custodian’s performance numbers in its performance analysis and reports, would the firm reduce its flat annual fee quote?

225.4

If yes, indicate the annual dollar amount of reduction.

226.5

For how long your firm is willing to guarantee the proposed fees schedule?

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APPENDIX

BASIC REQUIREMENTS (COMMENTS)

Comments*

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SERVICES (COMMENTS)

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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

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