Investment Consulting Services Agreement

INVESTMENT CONSULTING SERVICES AGREEMENT

This Investment Consulting Services Agreement (“Agreement”) is entered into to be effective as of the 1st day of ______2018, by and between ______, a [Delaware limited liability company] (the “Investment Consultant” or “Consultant”), and the State Universities Retirement System, a body politic and corporate created under Article 15 of the Illinois Pension Code. (the “Client” or “SURS”).

WHEREAS, Consultant is a registered investment advisor which provides investment advisory services to various institutional clients; and

WHEREAS, the Client desires to retain Consultant as its investment advisor, and Consultant desires to accept and does hereby accept retention by Client, upon the following terms and conditions:

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows:

1. ADVISORY SERVICES. Consultant will provide Client with the investment consulting services described in Exhibit A, attached hereto (the “Services”). Client will retain all decision-making authority with respect to the management and administration of its fund, including appointment of investment managers and final decisions regarding investment policy. Client shall review Consultant on an annual basis to assess whether Consultant is providing consulting services in accordance with the Services. Client reserves the right to terminate this Agreement or enter into negotiations with Consultant to renegotiate the fee if Client determines that the Services are not meeting Client’s needs. Throughout the term of this Agreement, Consultant agrees to assign a team of personnel to Client that is acceptable to Client in its discretion. Client shall be promptly notified by Consultant of any changes to the team of personnel assigned to Client.

1. CONFIDENTIALITY; PROPRIETARY INFORMATION. In connection with the performance of its services under this Agreement, Consultant will hold any confidential information it receives concerning Client in strict confidence, and will not disclose any such information to any third party except as necessary in connection with the performance of its duties on behalf of Client or as required by applicable law. Consultant will be relieved of the undertaking of this section with respect to any Client information which is made public through no fault of Consultant. Client acknowledges that the manager profiles, performance histories and other information contained in Consultant’s databases and reports are proprietary information of Consultant; Client agrees not to disclose any such information to any third party, except as necessary in connection with the performance of its duties or as required by law, or use such information except as contemplated by this Agreement. Consultant understands and agrees that Client is subject to the Illinois Freedom of Information Act and recognizes that certain information may be subject to disclosure pursuant to the requirements of the same. 5 ILCS 5/140-1, et. seq.

1. DUTY AND LIMITATION OF LIABILITY OF CONSULTANT. Consultant represents that it is an investment advisor registered under the Investment Advisers Act of 1940 (the “Advisers Act”), that it will remain a registered investment advisor throughout the term of this Agreement and that it agrees to render the Services solely in the interest of Client and with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character with like aims.

Consultant accepts its appointment as an investment consultant and further represents to the Client and acknowledges that it is a “fiduciary” to SURS as defined in 40 ILCS 5/1-101.2(1) and as a “consultant” as defined in 40 ILCS 5/1-101.5 (as those provisions may be amended from time to time), that it is fully obligated to render its advisory services to Client in accord with the “Duties of Fiduciaries” as set forth in 40 ILCS 5/1-109 (as same may be amended from time to time), and that it will at all times fully comply with all applicable statutory and fiduciary common law applicable to it. Consultant shall at all times comply with all other Illinois laws that are or become applicable to it in its role as an investment consultant to Client.

Consultant shall comply with all disclosure requirements under Illinois law including, but not limited to, the disclosures mandated by 40 ILCS 5/1-113.22 and 40 ILCS 5/1-113.23

Consultant shall have no responsibility or authority to (i) manage or in any way direct the investment of any assets of the Client or (ii) enter into any agreement with any investment manager on behalf of, or otherwise bind, the Client. Nothing contained herein shall require the Client to engage any investment manager recommended by Consultant or to follow any advice provided by Consultant. Consultant has no responsibility for voting any proxies solicited by or with respect to issuers of securities in which the assets of the Client may be invested from time to time. Consultant has no responsibility for the selection of brokers or dealers to effect transactions in the Client’s account.

Consultant’s advice to Client pursuant to this Agreement is limited to recommendations and Client shall retain absolute discretion over and responsibility for the implementation of Consultant’s recommendations. Nothing herein shall require Client to engage any investment managers recommended by Consultant or to follow any recommendation provided by Consultant. Consultant makes its recommendations based upon information obtained and analyzed by a wide variety of public and private sources, including, in the case of investment managers, periodic questionnaires and interviews. Although the information collected by Consultant is believed to be reliable and is compiled in accordance with accepted industry standards, Consultant cannot guarantee the accuracy or validity of such information. Consultant shall not be liable in the absence of gross negligence, willful misconduct, bad faith, or a violation or reckless disregard of its obligations and duties under this Agreement, for any losses or expenses incurred by Client as a result of fraudulent actions made by Client. Client understands that the prior performance of an investment manager is not necessarily indicative of such investment manager’s future results.

If Client has requested Consultant to assist it in the selection of an investment manager, Consultant will recommend investment managers which appear to be suitable for Client, based upon Client’s stated investment objectives, risk/return expectations and financial needs. Consultant does not assume any responsibility, nor shall it be liable for the conduct or the investment performance, either historical or prospective, of any investment manager recommended by Consultant and selected by Client in the absence of gross negligence, willful misconduct, bad faith, or a violation or reckless disregard of its obligations and duties under this Agreement. Consultant shall have no authority to enter into any agreement with any investment manager or any other third party, or to otherwise take any action on behalf of, or otherwise bind Client.

To the extent permitted by applicable law, Consultant, its officers, directors, employees and members will not be liable for any losses or expenses incurred by Client, its Directors, Trustees, or underlying participants or beneficiaries as a result of any action or omission by the Consultant’s representatives, Consultant, except to the extent caused by Consultant’s negligence, gross negligence, willful misconduct, bad faith, or violation or reckless disregard of its obligations and duties under this Agreement.

WITH THE EXCEPTION OF CLAIMS OF WILLFUL AND WANTON MISCONDUCT, GROSS NEGLIGENCE AND/OR FRAUD MADE AGAINST CONSULTANT, THE PARTIES AGREE THAT CONSULTANT’S AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT, ARISING FROM CLAIMS BASED IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO FIVE TIMES THE AGGREGATE AMOUNT OF FEES PAID TO CONSULTANT BY CLIENT DURING THE MOST RECENT TWELVE CONSECUTIVE MONTH PERIODIMMEDIATELY PRECEDING THE MAKING OF ANY SUCH CLAIM WHEN CONSULTANT WAS ACTUALLY RECEIVING FEES FROM CLIENT. THESE “AGGREGATE FEES” SHALL BE CALCULATED AS BEING FIVE TIMES THE COMBINED TOTAL OF ALL FEES PAID TO CONSULTANT (INCLUDING RETAINER FEES PLUS ALL FEES PAID FOR PROJECT WORK) DURING SAID TWELVE MONTH PERIOD. THERE SHALL BE NO LIMITATIONS ON LIABILITY FOR CLAIMS MADE AGAINST CONSULTANT THAT ARE BASED UPON WILLFUL AND WANTON MISCONDUCT, GROSS NEGLIGENCE AND/OR FRAUD.

For all purposes of this Agreement, Consultant shall be deemed to be an independent contractor and shall have no authority to act for or represent the Client in any way except as set forth expressly herein and shall not otherwise be deemed to be an agent of the Client. Nothing in this Agreement may be interpreted or construed to create any employment, partnership, or joint venture among Consultant and the Client.

1. DUTY OF CLIENT. Client is a body politic and corporate that administers governmental pension plans established and maintained pursuant to Chapter 40, Act 5, Articles 1 and 15 of the Illinois Compiled Statutes (40 ILCS 5/1, 15) and intended to be qualified trusts under Section 401(a) of the Internal Revenue Code of 1986, as amended from time to time. Client shall have the duty to inform Consultant within a reasonable time in writing of any change in Client’s status.

1. REPRESENTATIONS AND CERTIFICATIONS OF CONSULTANT.

Consultant warrants, represents and certifies to Client as follows:

(a)There are no direct and indirect fees, commissions, penalties and other compensation, including reimbursement of expenses that may be paid by or on behalf of Consultant in connection with the provision of services to Client.

(b)Attached hereto as Exhibit C is a true, accurate and complete list of the names and addresses of (i) Consultant; (ii) each entity that is a parent of, or owns a controlling interest in, Consultant; (iii) each entity that is a subsidiary of, or in which a controlling interest is owned by, Consultant; (iv) all persons who have an ownership or distributive income share in Consultant that is in excess of 7.5% and (v) each person who serves as an executive officer of Consultant.

(c)Consultant, by signing this Agreement, covenants that Consultant has no public or private interest, direct or indirect, and shall not acquire directly or indirectly any such interest, which does or may conflict in any manner with the performance of Consultant’s services and obligations under this Agreement. Any such conflicts shall be disclosed to Client and Client shall determine whether such conflict is cause for termination of this Agreement.

(d)Throughout the term of the Agreement, and for a period of five (5) years thereafter, insurance that satisfies the requirements set forth below and that is provided by insurer(s) rated A- or better by A.M. Best & Company, Consultant shall provide Client with:

(i)a certification that Consultant has obtained the requisite insurance coverage as of the date of this Agreement;

(ii)an annual certification of adequate insurance coverage; and

(iii)evidence of continued satisfaction of the insurance requirements upon request.

The minimum insurance required to be maintained by Consultant shall include liability and errors and omissions coverage each in an amount equal to at least $5 million.

(e)Consultant agrees that it shall abide by and follow all applicable policies of Client during the term of the Agreement, including without limitation the Statement of Investment Policy, as same may be amended from time to time.

(f)Consultant certifies that it does not engage in investment management services, except for the discretionary consulting services that are limited to building customized direct manager portfolios or outsourced CIO services it provides to certain other clients, and that it does not engage in any services for which Consultant receives or will be entitled to receive compensation from the investment division of any money management or brokerage firm. Consultant will promptly notify Client if it engages in investment management services other than as disclosed herein. Consultant agrees to disclose to Client the existence and nature of any service it renders to other clients upon written request.

(g)Consultant certifies that it is not barred from being awarded a contract because of a conviction or admission of guilt for bribery or for bribing an officer or employee of the State of Illinois or any other state in the officer or employee’s official capacity as provided in Section 50-1 of the Illinois Procurement Code, 30 ILCS 500/50-5.

(h)Consultant certifies that it will provide a drug free workplace by engaging in the conduct prescribed in Section 3 of the Drug Free Workplace Act, 30 ILCS 580/3.

(i)Consultant certifies that it is not barred from contracting with SURS because of a violation of either Section 33E-3 (bid-rigging) or 33E-4 (bid rotating) of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E.

(j)Consultant certifies that neither it nor any substantially owned affiliated company is participating or will participate in an international boycott in violation of the provisions of the U.S. Export Administration Act of 1979 or the regulations of the U.S. Department of Commerce promulgated under that Act.

(k)Consultant certifies that no fees, commissions, or payments of any type have been or will be paid to any third party in connection with the Agreement. The Consultant shall promptly notify SURS if it ever has reason to believe that this certification is no longer accurate.

(l)To the extent Illinois law is applicable to Consultant, pursuant to 775 ILCS 5/2-105, Consultant agrees to:

(i)Refrain from unlawful discrimination and discrimination based on citizenship status in employment and undertake affirmative action to assure equality of employment opportunity and eliminate the effects of past discrimination;

(ii)Comply with the procedures and requirements of the Illinois Department of Human Rights’ regulations concerning equal employment opportunities and affirmative action;

(iii)Provide such information, with respect to its employees and applications for employment, and assistants as the Illinois Department of Human Rights may reasonably request;

(iv)Have written sexual harassment policies that will include, at a minimum, the following information:

(a)The illegality of sexual harassment;

(b)The definition of sexual harassment under State law;

(c)A description of sexual harassment, utilizing examples;

(d)Consultant’s internal complaint process including penalties;

(e)The legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and the Illinois Human Rights Commission;

(f)Directions on how to contact the Illinois Department of Human Rights and the Illinois Human Rights Commission; and

(g)Protection against retaliation as provided by Section 6-101 of the Illinois Human Rights Act; and

(h)Provide a copy of the policies to the Illinois Department of Human Rights upon request.

(m)To the extent it applies to Consultant and this contract, Consultant agrees to comply with the Illinois Prevailing Wage Act, 820 ILCS 130/1, et seq.

(n)Consultant will maintain, for a minimum of five (5) years after the completion of the contract, adequate books, records, and supporting documents to verify that amounts, receipts, and uses of all disbursements of funds passing in conjunction with the contract. Consultant will further make all such books, records, and supporting documents related to the contract available for review and audit by the internal auditor of Client and by the Illinois Auditor General, will cooperate fully with any audit conducted by the internal auditor of Client or the Illinois Auditor General, and will further provide the internal auditor of Client and the Illinois Auditor General full access to all relevant materials.

(o)Consultant agrees to provide such certifications on an annual basis as requested by Client, including, without limitation, an annual certification that Consultant is in conformance with SEC Rule 206(4)-5.

(p)Consultant agrees to notify Client’s Ethics Officer if it solicits or intends to solicit for employment any of the employees of Client during the term of the Agreement.

(q)Consultant understands that SURS is subject to the provisions of the Illinois Open Meetings Act (5 ILCS 120/1, etseq) and that this Agreement is subject to the Illinois Freedom of Information Act (5 ILCS 140/1, et seq).

Under penalties of perjury, Consultant certifies that______is its correct Federal Taxpayer Identification Number. Consultant is doing business as a [______] [partnership, corporation or other entity (name type of entity)].

Consultant certifies that it is doing business as a(n) (please circle the applicable entity):

Individual

Sole Proprietorship

Partnership

Corporation

Not for Profit Corporation

Medical and Health Care Services Provider Corporation

Real Estate Agent

Government Entity

Tax Exempt Organization (IRC 501(a) only)

Trust or Estate

Certified / Dated this ______day of ______, 2018.

Contractor: ______

By: ______

Name: ______

Title: ______

1. CLIENT WORK PRODUCT. All documents, including reports and all other work product produced by Consultant under this Agreement, will become and remain the property of Client. All information obtained by Consultant concerning matters of Client is confidential and shall remain confidential.

1. TERM OF AGREEMENT. This Agreement shall become effective as of October 1, 2018 and shall continue, subject to earlier termination as provided herein, until September 30, 2023 (the “Agreement Term”). In no event shall the term of this Agreement exceed five years in duration.

1. TERMINATION. This Agreement may be terminated by the either party at any time, on ninety (90) days prior written notice given to the other party. In such event, Consultant shall be entitled to the payment of fees and the reimbursement of expenses in connection with services already rendered through the effective date of termination. If Consultant provides notice of termination prior to completion of the Agreement Term, for the reason that Consultant has decided to cease providing investment consulting services to the public funds market, the parties agree that Client will suffer damages. Although the amount of such damages is difficult or impossible to determine, the parties agree that an amount equal to the then annual fee paid to Consultant divided by twelve, is a reasonable estimate of Client’s damages in the event of Consultant’s early termination of this Agreement (the “Liquidated Amount”). Client shall be entitled to payment by Consultant of the Liquidated Amount as liquidated damages and not as a penalty. Consultant further agrees, in the event of an early termination, to provide reasonable transition services to Client on a month-to-month basis at the then annual fee paid to Consultant divided by twelve for such period of time until Client secures a successor consultant at its then agreed upon fee.

1. FEES. As compensation for the Services, Client will pay Consultant the fee set forth on Exhibit B attached hereto. All fees and expenses are due as provided for in Exhibit B. From time to time, Client may engage Consultant in discretionary consulting projects. These services will be negotiated as a flat fee and must be memorialized in writing and signed by both parties as an amendment to this Agreement. No discretionary consulting project will be undertaken without the prior written consent of Client. All travel expenses, delivery costs and out of pocket expenses incurred in conjunction with fulfilling this Agreement will be borne by Consultant.

1. BILLINGConsultant shall invoice SURS for any services performed under this Agreement prior to payment.

(a)By submitting an invoice, Consultant certifies that the equipment, goodsand/or services provided meet all requirements of the Agreement, that the amount billed is as allowed under the terms of this Agreement, or under the terms of an agreed upon transaction document or statement of work.