Appendix C

SURS Private Equity Fund of Funds Questionnaire

ORGANIZATION

  1. Name of Firm:

Main Address:

City: State: Zip Code:

Phone: Fax:

Federal Employer Identification Number:

Contact Person(s):

Name: Title:

Phone: Fax: Email:

Please list all other branch offices, domestic and international:

  1. Type of Firm:

(i.e. independent; affiliate of bank, insurance company, broker, other - specify)

Is the firm a Registered Investment Advisor under the Investment Company Act of 1940? If yes, please separately enclose a copy of your most recent SEC Form ADV. If not does the firm intend to register and when?

  1. Year Founded: Firm: Parent: (If applicable)

Comments:

Please provide an organizational chart depicting the relationship of firm/division to parent and affiliated companies.

  1. A) Ownership Structure: (Check most appropriate one)

_____ Corporation (Public/Private)

_____ Partnership

_____ Employee-owned

_____ Joint Venture

_____ Subsidiary of: ______

_____ Other (Describe)

B) Please provide a schedule detailing the amount of ownership in the firm by employees and third parties.

  1. Does the equity ownership structure qualify the firm as a Minority, Women, or Disabled-owned Business Enterprise (MWDBE)?
  1. Describe any changes in the ownership structure of the firm in the last 10 years?
  1. Legal and regulatory actions:

a) Are you currently out of compliance with the SEC, DOL, or any other regulatory agency? (Yes or No). If Yes, please explain.

  1. Please provide a brief historical summary of the organization's involvement in global private equity investments, including inception dates & assets managed in separate accounts and dedicated commingled funds for all of the firm’s private equity products (primary, secondary non-US, direct, etc.).
  1. Will your firm act as a fiduciary with respect to the work performed by your firm and for specific partnership investment recommendations made by your firm?

10.  Please describe your firm’s commitment to organizational diversity. What policies or procedures do you have in place to support that commitment?

11.  Illinois law prohibits the use of contingent and placement fees. According to the statute, no person or entity shall retain a person or entity to attempt to influence the outcome of an investment decision of or the procurement of investment advice or services of a retirement system for compensation, contingent in whole or in part upon the decision or procurement. (40 ILCS 5/1-145). Please discuss what, if any, impact this would have on your potential selection.

  1. What is the firm's plan for future growth and capacity for future growth?

INVESTMENT APPROACH

  1. Describe your firm’s methods for proactively accessing partnership deal flow and process for screening investments. Does this process differ for emerging managers? If so, how?
  1. During the past three year period, approximately what percentage of funds in which your firm has invested has been oversubscribed?
  1. Do you include MWDBE partnerships in the portfolios? If so, describe the types of MWDBE partnerships included. What is the expected amount of MWDBE partnerships included in portfolio (both number of partnerships and percent of portfolio committed capital)?
  1. How many partnerships have you managed through to complete dissolution?

OTHER

  1. Please state the firm’s policy on making political contributions by both the firm and employees.
  1. Do you modify reports for clients subject to FOIA requirements? If so, what level of information is provided and what is specifically excluded? What information is available to FOIA clients outside of the normal reporting process (e.g., visits to your firm’s offices).
  1. Please discuss any FOIA-related issues you may have regarding providing investment access to partnerships for SURS.
PRIVATE EQUITY PLATFORM DETAILS
  1. Please provide information on the diversification and experience of your firm’s private equity platform by sub-class (venture/growth, buyout, special situation, mezzanine, and distressed/restructuring.
  1. Please discuss your firm’s capabilities and experience identifying and executing secondary partnership transactions, including whether these transactions have been included in primary fund-of-funds commingled offerings vs. dedicated commingled fund offerings.
  1. Please discuss your firm’s capabilities and experience identifying and executing co-investment and/or direct transactions, including whether these transactions have been included in primary fund-of-funds commingled offerings vs. dedicated commingled fund offerings.
  1. To what extent is your firm’s private equity platform global in nature?
  1. Would you recommend SURS participate in global private equity via a FOO structure or simply by investing as a single LP in a traditional multi-investor fund structure?
  1. Please discuss the differences between the two structures, including a discussion of the advantages and concerns of each structure?
  2. Also, please identify any minimum or maximum commitment amounts that you will accept from the client for the FOO alternative.
FEE TRANSPARENCY

25.  On a quarterly basis, are you willing to disclose both management fees, carried interest (at the Fund-of-Funds level and the underlying manager level) and fund expenses in the ILPA template format? If so, when should SURS expect to receive such information (days following quarter end)? If not, are you willing to disclose this information in another format on a quarterly basis?

PRICE SHEET

26.  Please complete the Proposal Price Sheet below.

Global Private Equity Emerging Manager Fund of Fund Investment Management Services:

Base Fee / Break Point #1 / Break Point #2 / Break Point #3 / Break Point #4 / Incentive Fee / Other Fees
Private Equity F of F

a.  Please comment on potential discounts resulting from recurring investment or any other potential discounts.

3