REQUEST FOR PROPOSALS FOR MASTER CUSTODIAN SERVICES
Nashville-Davidson County Metro Government
NOTE: This document is for instructional purposes only. It has been
edited from the original and may not be the current version in use.
JUMP TO:
Introduction
General Information
Selection Criteria
General Instructions
Contract Requirements
Questionnaire Section
TABLE OF CONTENTS
INTRODUCTION............................................................... 1
1.0 GENERAL INFORMATION................................................... 1
1.1 Nature of Committee's Business........................................ 1
1.2 Authority of the Committee to Employ A Master Custodian............... 1
1.3 Authority of Purchasing Agent......................................... 1
1.4 Organizations/Individuals with Special Relationships to the Committee. 2
1.5 Scope of the Services of the Master Custodian......................... 2
2.0 SELECTION CRITERIA.................................................... 3
2.1 Rules of Competition.................................................. 3
2.2 Additional Qualifications to be Considered by the Committee........... 4
3.0 GENERAL INFORMATION AND INSTRUCTIONS.................................. 4
3.1 Information........................................................... 4
3.2 Instructions.......................................................... 5
3.3 Tentative Schedule of Events.......................................... 8
3.4 Statistics............................................................ 9
4.0 CONTRACT REQUIREMENTS.................................................10
5.0 QUESTIONNAIRE SECTION FOR MASTER CUSTODIAN SERVICES...................13
5.1 Corporate Background..................................................13
5.2 Administration and Staff Information..................................15
5.3 Data Processing/Computer Systems......................................17
5.4 On-Line Capabilities..................................................18
5.5 Accounting and Reporting..............................................19
5.6 Securities Processing.................................................20
5.7 Cash Management.......................................................21
5.8 Transition............................................................21
5.9 Performance Measurement/Analytical Services...........................22
5.10 Global Custody........................................................22
5.11 Securities Lending....................................................23
5.12 Exceptions/Additions.................................................24
5.12 Fees..................................................................24
Exhibit A - Charter: 2.01 (36) and Article 13.04 of The Metropolitan
Charter (page 1)................................................1-4
Exhibit B - Metropolitan Code of Laws Section 3.08.120 (page 1)...........1-2
Exhibit C - Statement of Investment Objectives (page 10).................1-23
Exhibit D - Proposed Contract (page 10)...................................1-8
Exhibit E - Metropolitan Code of Laws Section 4.48.010 through 4.48.140
(page 12).......................................................1-4
INTRODUCTION TO COMPANIES SUBMITTING PROPOSALS FOR
MASTER CUSTODIAN SERVICES FOR THE INVESTMENT COMMITTEE
Article 13.04 of the Charter of The Metropolitan Government of Nashville and
Davidson County creates the Investment Committee (hereinafter referred to as
Committee) of the Metropolitan Employee Benefit Board (hereinafter referred to
as Board) to regulate and determine all matters dealing with the investment of
funds under the Board's jurisdiction. The benefit system of The Metropolitan
Government of Nashville and Davidson County (hereinafter referred to as the
Metropolitan Government) is established by an ordinance passed by The
Metropolitan County Council. Under the terms of this ordinance, and its
various amendments, additional duties and responsibilities have been
placed on the Committee.
The Metropolitan Charter specifically provides, under Section 2.01(36), that
whenany power has been vested by the Charter in a specific board or commission
that board or commission is deemed to have exclusive jurisdiction within that
particular field. It is pursuant to the authority granted the Committee under
the Charter that this request for proposal (RFP) is issued. The Committee is
composed of four (4) members: the Director of Finance and the three (3)
members appointed by the Mayor who are confirmed by the Metropolitan
County Council. The Committee operates as an independent board of The
Metropolitan Government.
This RFP is issued through the Purchasing Agent for The Metropolitan
Government. The purchasing procedures of The Metropolitan Government are
specifically set out under the 1992 Procurement Code, which can be found in
The Metropolitan Code of Laws, beginning at Section 4.04.010, through
4.48.410. Under the Procurement Code the Purchasing Agent and the Standards
Review Board have the authority toestablish other rules and regulations
dealing with the Procurement Code. A copy of the Procurement Code and the
rules and regulations can be obtained directlyfrom the Purchasing Agent,
222 Third Avenue North, Nashville, Tennessee, 37201,phone (615) 862-6180.
This RFP is specifically designed for those companiesinterested in providing
Master Custodian services as more specifically set out herein.
The Committee meets on the fourth Monday of each month and at special called
meetings. The special called meetings generally occur at least on a quarterly
basis and are called to specifically review the status of the funds given to
the various Investment Managers for investment purposes. The custodian
may be required to meet with the Committee at special called meetings.
1.0 GENERAL INFORMATION
1.1 NATURE OF COMMITTEE'S BUSINESS
The Metropolitan Government is the corporate entity that oversees the
governmental functions of the former City of Nashville and the Former Davidson
County Governments. Section 13.01 of its Charter requires The Metropolitan
Government to offer a system of employee benefit plans to its employees.
Appropriate sections of the Charter, dealing with the Committee and its
authority(Sections 2.01(36) and 13.04 of the Charter), are attached as Exhibit
A andSection 3.08.120 of the Metropolitan Code of Laws is attached as
Exhibit B.
1.2 AUTHORITY OF THE COMMITTEE TO EMPLOY A MASTER CUSTODIAN
Section 3.08.120 of The Metropolitan Code of Laws grants authority to the
Committee to employ suitable agents and to pay their reasonable expenses and
compensation. It is under this authority that the Committee is seeking
proposalsfor Master Custodian services.
1.3 AUTHORITY OF PURCHASING AGENT
The technical aspect of this request for proposal (RFP) is issued under the
authority and direction of the Purchasing Agent and his staff (Metro Code
4.08.040 and 4.08.070). All proposals and inquiries are to be directed to the
attention of the Purchasing Agent (Metro Code 4.16.030). The awarding of this
contract will be made by the Purchasing Agent in accordance with Metro Code
Section 4.12.040(G), and other related provisions. This RFP has been jointly
prepared by the Committee's Executive Secretary and the Purchasing Department
of The Metropolitan Government. The specifications have been reviewed
and approved by the Committee and by the Purchasing Agent prior to being
issued (Metro Code 4.16.050).
It has been determined by the Purchasing Agent that the "Invitation to Bid"
process is not appropriate in this instance and that the appropriate method of
procuring the services of a Master Custodian would be upon the basis of
recognized competence and integrity, therefore an RFP is being used pursuant
to Metro Code Section 4.08.080.
1.4 ORGANIZATIONS/INDIVIDUALS WITH SPECIAL RELATIONSHIPS TO THE COMMITTEE
A. The Committee maintains a consultant/client relationship with Paine Webber
who serves as a consultant to the Committee. (Hereinafter referred to as
consultant)
B. Legal services to the Committee are provided through the law firm of
Sherrard and Roe. The successful proposer may be called upon from time
to time to submit and review information with these attorneys.
C. Various Investment Managers for equity, fixed income, Venture Capital and
miscellaneous accounts. (Hereinafter referred to collectively as
Investment Managers)
D. The coordination of all financial statements is provided through the
Department of Finance, Division of Accounts, the Committee's consultant
or the Committee's Executive Secretary. (Hereinafter referred to as
Division of Accounts)
1.5 SCOPE OF THE SERVICES OF THE MASTER CUSTODIAN
The following services are to be specifically performed by the Master
Custodian. If there are areas that you can not perform or if areas have
not been designated below that you feel should be addressed as part of
the services you offer, you should designate these areas as asked for in
Section 5.12, page 23.
A. Establish and maintain directed account relationships with each
investment manager designated by the Committee.
B. All normal custodial functions which shall include security safe keeping,
collection of income, settlement of trades, collection of proceeds of
maturing securities and daily investment of uninvested cash. The Master
Custodian shall fulfill its security safe keeping function by depositing
securities in trust accounts with various agents, such as the Depository
Trust Company, depending upon the nature of the security. Depositing the
securities in the trust account shall not relieve the Master Custodian of
its safe keeping responsibility.
C. Prepare accounting reports as requested by the Committee, The Executive
Secretary, the Consultant, the Division of Accounts, or auditors, with
reports to be based upon the Metropolitan Government's fiscal year (July
1st through June 30th).
D. Perform global custody services.
E. Meet with the Committee on at least a quarterly basis, or as otherwise
needed, to review reports and review the performance of Investment
Managers as well as the status of services provided by this contract.
F. Provide direct on-line data access to investment information maintained
by the Master Custodian on the Committee's account at no charge to the
Committee. The Committee is to provide their own computers and modems.
The Committee's computers will be IBM or IBM capable.
G. Provide direct on-line data access to all of the Committee's Investment
Managers, to investment information maintained by the Master Custodian on
the Committee's custody account. Investment Managers will have
restricted access to their accounts only.
H. Cooperate with the Committee in establishing a securities lending program
should the Committee elect to engage in securities lending.
2.0 SELECTION CRITERIA
2.1 RULES OF COMPETITION
(See Metro Code Section 4.12.040)
1. The financial competitiveness of your quotation, both as to rates and
reimbursable expenses will be one of the elements considered in the
selection process. While cost of the services called for in this RFP
will be a factor considered, selection will not be made solely on
the basis of the cost of any one proposal (Metro Code Section
4.12.040E).
2. The overall qualifications of your company.
3. The volume of business done by the company. Consideration will only be
given to experience that has involved large plans, both public and
private.
4. The number and qualifications of the employees available to provide the
services under the contract. Qualifications of employees will be
determined from the resumes submitted. Education, position within the
firm, prior experience, as well as anticipated participation in the
services to be provided to Metro will be considered. For each resume
submitted there should be an indication as to the role of that individual
in the services to be performed.
5. Each proposer must have at least five (5) years' experience (as of May 23,
1994) as an organization providing the type and scope of Master Custodian
services requested in this process.
6. The individual overseeing the direction of the Master Custodian services
shall have at least five (5) years' experience in providing the type and
scope of services requested, three (3) years of which must have been in a
management/supervisory capacity.
7. The location of the office servicing this contract.
8. The resources that are available out of the office that will be servicing
the contract and the ability to call upon resources in other offices.
9. Administrative guidelines and management control in relation to the work
performed.
2.2 ADDITIONAL QUALIFICATIONS TO BE CONSIDERED BY THE COMMITTEE
Other qualifications to be considered by the Committee shall include:
1. Compliance with these specifications.
2. The successful proposer must also provide a representative that has the
ability to make regular personal office conferences with the Executive
Secretary, the Committee's consultant and the Division of Accounts.
3. Ability to work with the Committee, the Executive Secretary, the Division
of Accounts and the Committee's consultant in the implementation and
administration of the contract.
3.0 GENERAL INFORMATION AND INSTRUCTIONS
3.1 INFORMATION
1. The Committee wants to consider proposals along a pre-determined format.
Any proposal not set out as requested in these specifications will
be considered as an alternative proposal. Alternative proposals
will be considered by the Committee in its sole discretion. The
Committee has established a priority format for the proposal and
reserves the right not to consider some or all alternative
proposals.
2. All questions must be answered and cost pages completed in accordance with
these specifications. It is most important that all requested information
be submitted with your quotations, since insufficient information can
exclude you from consideration. Information not provided with the
proposal at the time the proposal is filed with the Purchasing Agent will
not be considered. The Purchasing Agent reserves the right to waive minor
irregularities at the Purchasing Agent's sole discretion.
3. Analysis of proposals will be conducted by a screening committee. The
screening committee will include the Committee's Executive Secretary, the
Committee's consultant, a representative of the Division of Accounts, and
a representative of the Purchasing Agent. A recommendation will then be
made to the Committee, by the screening committee, as to proposals that
should be considered further by the Committee.
4. Analysis of the proposals submitted will be on the following criteria:
Criteria Analyzed Relative Weight
a) Prior experience in providing Master 20
Custodian services to public agencies and/or
large accounts.
b) Organizational size and structure. 10
c) Qualifications of the personnel assigned 10
to execute the services required by the
Committee.
d) Data processing and computer system 10
capabilites.
e) Accounting, reporting, performance and 10
analytical capabilites.
f) Securities processing and cash 10
management capabilites.
g) Global custody services. 10
h) Response to questions specifically asked 10
in the questionnaire.
i) Fees. 10
TOTAL POINTS 100
5. The Committee will review the recommendation of the screening committee
and select a finalist, or finalists, who will then make an oral
presentation to the Committee. The purpose of the oral presentation is to
give each company selected an opportunity to further explain their
services, capabilities, and qualifications. After the oral
presentation, the Committee will make a selection and report that
recommendation to the Purchasing Agent.
6. Even though the Committee's meetings are public meetings, those selected
to make an oral presentation to the Board are requested not to attend the
presentation being made by any other proposer.
7. When oral presentations are made to the Committee it is expected that the
proposer will have those persons present at the meeting that will be
working directly with the Committee, the Executive Secretary, the Division
of Accounts and the Committee's consultant, and who will be performing the
on-hands, technical work in the administration of the contract.
8. Proposers must be willing to provide company financial statements for the
last two (2) years if requested by the Committee at any stage of the
analysis process.
9. Section 5.0, setting out the questions to be addressed by the proposer,
has been produced using WordPerfect 5.0. Both 3.5" and 5.25" disks are
available from the Board Office at the request of any prospective proposer
to assist you in preparing your proposal.
3.2 INSTRUCTIONS
1. All inquiries, need for further information or explanations of these
specifications must be in writing and addressed to: Stephen B. Gordon,
Purchasing Agent of The Metropolitan Government, 222 Third Avenue North,
Fourth Floor, Nashville, TN 37201. Inquiries can be transmitted via
facsimile to the Purchasing Agent at (615) 862-6179. The purchasing
agent, if he deems it necessary to accomplish the purpose of obtaining
reliable proposals, will send written instructions to all recipients of
the specifications, advising them of any clarification. Telephone
inquiries are not to be made. A copy of all such inquiries must also be
sent to James D. Luther, Executive Secretary, Metropolitan Employee
Benefit Board, 101 Stahlman Building, Nashville, TN 37201, facsimile
number (615) 862-6713.
2. No verbal inquiries are to be made except for those provided for at the
pre-selection conference as set out below. All questions that are
submitted in writing will be answered in writing. A copy of the questions
and the Purchasing Agent's response will be sent to all proposers that
have received a copy of these specifications. The written questions and
written responses will become an addendum to these specifications and
become a part of the specifications as if fully set out therein.
3. There shall be no communication between any proposer, or
prospective proposer, either in person, writing, or by phone
in regard to these specifications, the proposal, or the
awarding of the proposal and (1) any Investment Committee
Member, (2) any Board member, (3) any member of the Board
Office Staff, (4) any consultant or member of the consultant's
staff, (5) elected officials or their staff members, or (6)
any other persons in a position to influence the decision of
the Committee members at any time during the process, and
until the Committee makes its decision except at times
specified for oral presentations by selected companies.
Direct or indirect communication with those persons designated
above in an attempt to influence the awarding of any proposal
shall be considered grounds for disqualification.
4. There will be a pre-selection conference but attendance is not mandatory.
Verbal questions may be asked at that time. One of the purposes of a pre-
selection conference is to allow an open forum for discussion and
questions concerning the specifications with all potential proposers
having an equal opportunity to hear and participate in the response.
Verbal questions will receive verbal responses only. Verbal questions and
verbal responses will not be considered as an official part of the
specifications.
The Executive Secretary and Purchasing Agent reserve the right to
summarize some or all verbal inquiries at the conference, in writing, if
it is felt that such a summary will clarify specific issues. Summaries
will be mailed to all proposers that have received a copy of these
specifications.
5. Proposers who plan to have more than three (3) representatives in
attendance at the pre-selection conference should notify the Purchasing
Agent at least three (3) days prior to the pre-selection conference. All
expenses incidental to attending the pre-selection conference must be
borne by the proposer. The pre-selection conference will be held in the
office of the Purchasing Agent of The Metropolitan Government, 222 Third
Avenue North, Fourth Floor, Nashville, Tennessee, on June 28, 1994 at 1:00
p.m., local time.
6. All written questions must be submitted on corporate letterhead, and if
available, a fax number should be included so that responses can be faxed
to proposers. All questions received prior to or at the pre-selection
conference will be read aloud and will receive an official written
response. Verbal questions asked at the pre-selection conference may be
submitted, for official response, after the pre-selection conference, but
only if in writing. Any subsequent questions, must be presented to the
Purchasing Agent, with a copy to the Executive Secretary prior to 12:00
noon on the first day of July Any written questions received after that
time will be returned unanswered. Written questions and responses will be
included in the specifications as an addendum.
7. The Purchasing Agent reserves the right to clarify proposals after
proposals are opened by contacting any proposer, if such is deemed
necessary at the discretion of the Purchasing Agent. All discussions with
proposers by the Purchasing Agent will be in conformity with and as
authorized by Metro Code Section 4.12.040(F).
8. Upon completion of the analysis of the proposals, the Committee and
Purchasing Agent reserve the right to negotiate the final terms and
conditions with the proposer selected by the Committee. In the event the
Committee and Purchasing Agent are unable to execute a contract with that
proposer, the Committee and Purchasing Agent reserve the right to
negotiate with the proposer submitting the next best proposal, without
going back through a new proposal process.
9. Any conflict between the specifications and any response made under 3.2
(6) that is made an addendum to the specifications shall be resolved in
favor of the language in the addendum.
10. Your proposal must be mailed or delivered to: Stephen B. Gordon,
Purchasing Agent of The Metropolitan Government, 222 Third Avenue North,
Fourth Floor, Nashville, TN 37201. Your proposal must be received in the
Office of the Purchasing Agent by July 19, 1994 at 2:00 p.m. local time.
The proposals will not be available for public inspection until a final
award has been made by the Purchasing Agent (Metro Code 4.12.040(D).
11. All proposals received in response to these specifications will be
maintained by the Purchasing Agent and are a matter of public record by
state law and subject to public inspection except during the time reserved
for review by the Purchasing Agent, as set out in #10 above.
12. All proposals submitted must be signed by an authorized officer of the
company. Unsigned proposals will not be considered.
13. All proposals are to begin with the title page, which shall contain the
following information:
"Proposal for Master Custodian services for the Investment
Committee of The Metropolitan Employee Benefit Board as
requested on May 23, 1994".
This statement is then to be followed by the proposer's corporate name and
address, the name and telephone number of a contact person, and the date
that the proposal was submitted.
One proposal should be marked "Original: Proposal for Master Custodian
services for the Investment Committee of The Metropolitan Government
Benefit Board as requested on May 23, 1994."
14. The second page of the proposal shall be a Table of Contents which shall
include a clear identification of each part of the proposal and the
materials presented with the proposal.
15. Proposers must submit ten (10) copies of their proposal. All ten copies
should be in separate three-ring binders.
FAILURE TO SUBMIT TEN (10) COPIES OF THE PROPOSAL WILL BE GROUNDS FOR
REJECTION OF ANY PROPOSAL. Proposals consisting of 20 pages or less may
be submitted in clasp or spiral folders.
16. The successful proposer must execute a performance bond, in the amount of
the negotiated value of the contract, guarantying the faithful performance
of all conditions contained in the Contract. The bond shall be with a
surety company, authorized to write bonds in the State of Tennessee,
acceptable to the Board and Purchasing Agent as to form and content. An
executed copy of the bond must be supplied to the Purchasing Agent at the
time the executed contract is submitted. The performance bond shall be
kept in force for the duration of the contract. The performance bond
called for in the section is required by law and may not be waived by the
Board.
17. The proposer will be required to maintain, for a period of three (3)
years, documentation for all charges made to the Committee under the terms
of any contract issued pursuant to this specification. All such records
will be subject to audit.
18. It is essential that all requested information, answers to questions,
etc., be shown in the format set out in the specifications. Exhibits may
be attached in response to questions, but only if identified in such a
manner that they are clearly identifiable as a response to a specific
question. Do not refer to other parts of your proposal in lieu of
answering a specific question in the specifications.
19. These specifications and addendums will be incorporated by reference into
the final contract document.
20. The Committee has complete jurisdiction over the administration of the
investments of the funds under the Board's jurisdiction. The investments
are managed on a day-to-day basis by the Executive Secretary, the Division
of Accounts or the Committee's consultant. The successful proposer will
be expected to cooperate fully with the Executive Secretary, the Division
of Accounts and the Committee's consultant in the day-to-day
implementation and administration of the contract. All reports and
communications are to be submitted in compliance with written directives
from the Committee.
21. The Committee reserves the right to mail these specifications to companies
that, in the discretion of the Committee, are qualified to perform the
services requested herein, even if such company does not, on its own
accord, request a copy of these specifications.
22. If your response is done using WordPerfect, Microsoft Word, or
DisplayWrite, we would appreciate a copy of your proposal being submitted
to us also on 3.5" or 5.25" disk to assist us in developing our analysis.
The copy on disc should either be submitted with your proposal or may be
mailed in seperately but only if mailed after July 19, 1994. Please send
the disk to Connie Buchanan, The Metropolitan Employee Benefit Board, 101
Stahlman Building, Nashville, TN 37201.
23. By submitting a properly executed proposal, the proposer will be
certifying that the proposal submitted is valid for four (4) months after
the closing date for receipt of proposal.
24. Proposers will be expected to sign a statement, as part of the fee
proposed, that they are in agreement with all the terms and conditions
presented in the RFP, the exhibits, and addenda to the RFP. For any term
or condition to which the proposer takes exception, the proposer shall
specifically identify the language for which an exception is made and
present proposed replacement language. Any proposed replacement language
will be submitted for clarification only and will be considered by the
Committee to be contingent upon acceptance by the Committee. The
Metropolitan Government, and its Investment Committee, assumes no
obligation to accept, reject, or negotiate terms or conditions with the
successful proposer.
3.3 TENTATIVE SCHEDULE OF EVENTS
EVENT DATE TIME
1) Advertisement of specifica- 06/05/94 N/A
tions in newspaper
2) Specifications issued to 06/07/94 to N/A
companies requesting 06/21/94
specifications and to
companies selected by the
Committee to be provided with
an unsolicited copy of the
specification
3) Final date and time for 06/24/94 12:00 PM
submitting written questions
4) Pre-Selection Conference 06/28/94 1:00 PM
5) Final date for Executive 07/05/94 N/A
Secretary and Purchasing
Agent to respond to written
questions
6) Proposal closing date and 07/19/94 2:00PM
time
7) Analysis by the Screening 08/08/94 N/A
Committee and review of
decision by the Committee of
those who will make oral
presentations
8) Oral presentations made to 08/22/94 TBA
Committee
9) Selection by Committee and 09/12/94 N/A
Purchasing Agent of company
to receive contract (special
called meting)
10) Timeframe for Committee and 09/19/94 N/A
company selected to finalize
contract
11) Formal acceptance of contract 09/26/94 N/A
by Committee and awarding of
contract by Purchasing Agent
12) Effective beginning date of Either N/A
the contract 10/01/94 or
10/01/95
(TBN)
3.4 Statistics and General Information
The following statistics and general information is given to indicate the scope
of the services to be provided by the Master Custodian. The Metropolitan
Employee Benefit Board has jurisdiction over the defined benefit pension plan
covering all eligible employees of the Metropolitan Government other than
teachers, employees of the Electric Power Board or MDHA. To be an eligible
employee, the employee must be regularly employed by the Metropolitan
Government which means the employee must work twenty (20) hours or more
per week on a regular basis. Section 13.10 of the Metropolitan Charter
requires the plan to be actuarialy sound.
1. Listing of current Investment Managers and type of Manager:
a. Avatar Associates - Tactical Asset Allocation
b. Bank of Nashville - Value
c. Commerce Capital Management - Small Cap Value
d. First American Bank - Growth
e. Flippin Bruce & Porter - Contrarian
f. Ivory & Sime International - International Fund
g. Lee Danner & Bass - Growth
h. Nicholas-Applegate - Mid Cap Growth & International Fund
i. Southern Fiduciary - Value
j. Third National Bank - Fixed Income
k. Trevor Stewart Burton & Jacobsen - Sector Rotation
l. Weaver Barksdale & Associates - Fixed Income
2. Current Fund Value: $629,698,000 as of 03/31/94
3. Current Dollars held on a Short Term Cash Basis: $1,532,000
4. Number of Transactions information to be supplied 06/28/94.
5. Venture Capitol:
a. Lawrence, Tyrell, Ortale and Smith
b. Southern Venture
c. SouthVest LBO Fund
d. SouthVest Fund III
e. Massey Burch
f. Bradford Capital Partners
g. Richland Ventures
6. Real Estate:
a. 4th Avenue Building
b. FISI Building
c. Recorp Percy Priest Partnership
d. Equitable Timberlands
e. Kroger Real Estate
f. TennSouth Properties
7. The statement of Investment Objectives adopted by the Committee is
attached as Exhibit C.
4.0 CONTRACT REQUIREMENTS
The successful proposer must be willing to sign a contract with The
Metropolitan Government, by and through the Committee as The Metropolitan
Government's authorized agent. The initial contract will be for three
(3) years with two (2) additional one (1) year extensions which can be
exercised at the discretion of the Committee. The current Master
Custodian services are provided by First Tennessee Bank who has served as
the Committee's Master Custodian since June 28, 1990. The contract shall
include, but not be limited to, the following:
1. The contract shall consist of:
(a) These specifications and any addenda which may be subsequently
issued;
(b) The proposal submitted by the successful proposer to these
specifications;
(c) A formal contract document, which will incorporate the
specifications, addenda, and the proposal.
2. A basic contract is attached as Exhibit D. The final contract will
contain the provisions as set out in the basic contract and the
language agreed upon by the Committee and the successful proposer.
If there are provisions that you object to in the basic contract,
they must be identified in your proposal under Section 5.12. If
there are provisions excluded, that you require in the contract, you
must specify those provisions in your proposal under Section
5.12.
3. All services performed by the successful proposer shall be provided in an
independent contractor capacity and not in the capacity of officers,
agents, or employees of The Metropolitan Government. The successful
proposer will be solely and entirely responsible for its acts and for the
acts of its agents, employees, servants and sub-contractors committed
during the performance of the contract.
4. The contract shall be administered on behalf of the Committee by the
Executive Secretary.
5. Any services that are proposed under these specifications are to be
performed by employees of the successful proposer, and if any part of the
work is to be subcontracted, the proposer shall provide a detailed
disclosure in the proposal document of all services that are to be
subcontracted and an outline of the contractual arrangements made with any
subcontractors. All subcontractor services shall be subject to the
approval of the Committee.
Proposers shall furnish in their proposal, the corporate or company name
and names of all officers or principals of any companies to which there is
a subcontract identified.
The successful proposer shall not assign or transfer any interest it might
have in this contract, without the prior written consent of The
Metropolitan Government, by and through its authorized agent, the
Investment Committee.
6. The successful proposer shall agree to a hold harmless clause as set out
in the contract, and shall maintain in effect a policy of insurance,
including public liability and property damage coverage, of not less than
$1,000,000 single limit liability, or produce evidence of self insured
coverage satisfactory to the Committee.
7. The successful proposer shall maintain in effect Worker's Compensation
Insurance with Employer's Liability limits of not less than $100,000.
8. The Committee reserves the right to terminate the contract at any time,
without penalty or recourse, by giving written notice to the successful
proposer at least thirty days (30) prior to the effective date of such
termination. The successful proposer shall be entitled to receive
compensation for all services that have been provided prior to the
effective date of such termination.
9. The successful proposer must give the Committee ninety (90) days' notice
prior to any termination initiated by the successful proposer. The
parties may agree mutually on a shorter period of time.
10. In the event that either party terminates the contract, as provided for
herein, or if the contract terminates by expiration or its own terms, the
successful proposer agrees that it shall give to the Executive Secretary
copies of all work files within thirty (30) days of the notification of
cancellation or expiration of the contract.
11. The Metropolitan Government shall be entitled to audit the books and
records of a proposer or any subcontractor under any contract or
subcontract to the extent that such books and records relate to the
performance of such contract or subcontract. Such books and records shall
be maintained by the proposer for a period of three (3) years from the
date of final payment under the prime contract and by the subcontractor
for a period of three (3) years from the date of final payment under the
subcontract, unless a shorter period is authorized in writing (Metro Code
4.12.180).
12. In the event of any contract dispute between the parties, or any
litigation arising out of any Contract executed as a result of these
specifications, it is understood and agreed that any such Contract was
executed and performed in Davidson County, and as such, it is agreed by
both parties that venue for said litigation, including an action for
Declaratory Judgment, shall be in the courts of Davidson County.
13. In the event of litigation arising out of any Contract executed as a
result of these specifications, it is agreed that if the successful
proposer is held liable for damages, or is found to have breached the
Contract, that the successful proposer will also pay The Metropolitan
Government reasonable attorneys' fees and expenses incurred during the
litigation whether the attorney fees be for services performed by outside
attorneys or attorneys employed by The Metropolitan Government's
Department of Law.
14. In the event that the proposer shall fail to perform, keep and observe any
of the terms and conditions of the Contract to be performed, kept or
observed, the Executive Secretary, after approval of the Committee, shall
give the successful proposer written notice of such default; and, in the
event said default is not remedied to the satisfaction and approval of the
Committee within thirty (30) days of receipt of such notice by the
proposer, or such shorter time as set by the Committee but in no event
less than seven (7) calendar days, the successful proposer may be declared
in default and all rights hereunder shall terminate. At the direction of
the Committee, the successful proposer shall then have no right to further
operate under the terms of the Contract. The proposer, in accepting the
Contract, agrees that Metro shall not be liable to prosecution for damage
in the event that Metro declares the proposer in default hereunder.
15. The successful proposer will be required to certify that they have not
colluded with any other person, firm, or corporation in regard to the
proposal submitted.
16. Proposers are required to certify the following statement:
No member, officer, or employee of the Committee; no member of the
governing body of the locality in which the contract is to be
performed, and no other public official of such locality who
exercise any functions or responsibilities with respect to the
Contract, shall, during his tenure, or for one (1) year thereafter,
have any interest, direct or indirect, in this Contract or the
proceeds thereof.
17. The successful proposer, upon being awarded a contract, shall sign the
following Declaration:
"Proposer declares that as of the date of the declaration, neither
the Mayor, any Councilman, Director, nor any other Metropolitan
Government Official is directly or indirectly interested in any
contact for which compensation will be sought during the period of
time covered by such statement: and furthermore, pledges that the
Proposer will notify the Director of Finance in writing should any
Metropolitan Government Official become either directly or
indirectly interested in any contract for which compensation will be
sought during the aforesaid period. As of the date of this
Declaration, the Proposer has not given or donated, or promised to
give or donate, directly or indirectly, to any official or employee
of The Metropolitan Government, or to anyone else, for its benefit
any sum of money or other thing of value for aid or assistance in
obtaining any contract for which compensation will be claimed during
the aforesaid period. Furthermore, the proposer declares that by
its employment policy standards and practices, it does not subscribe
to any personnel policy which permits or allows for the promotion,
demotion, employment, dismissal, or laying off of any individual due
to his/her race, creed, color, national origin, age or sex; and that
it will not discriminate against any individual due to his/her race,
creed, color, national origin, age or sex."
Proposer, by signing and executing the Contract, does further
declare, in determining the prices and/or amounts of the proposal,
it has not colluded with any other person, firm, corporation or
association, in arriving at said prices and/or amounts or in any way
violated the terms, conditions and/or spirit of the provisions of 15
U.S.C., ##1 through 7 (Sherman Anti-Trust Act.)
The above affirmative declaration and statement shall remain in full
force and effect until the end of the present fiscal year of The
Metropolitan Government.
18. The 1992 Procurement Code also contains an "Ethics and Public Contracting"
section. Metro Code Section 4.48.010 through 4.48.140 is attached as
Exhibit E. All proposers and metropolitan employees involved in this
process are bound by these provisions and strict adherence will be applied
to all parties.
It shall be the responsibility of any proposer to thoroughly familiarize
themselves with the provisions of these specifications. At the time of
executing a final Contract, no consideration will be given to any claim of
misunderstanding. Should any question arise as to the proper interpretation of
terms and conditions of these specifications, the decision of the Committee
shall be final.
5.0 QUESTIONNAIRE SECTION FOR MASTER CUSTODIAN SERVICES
5.1 Corporate Background
1. Give a brief corporate history including the year of organization,
ownership and a listing of any affiliated companies and their relationship to
the principle organization. With this section, should be included an
organizational chart of the corporation.
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
2. List the major organizational units of the company, including the Master
Custodian Division, and the percent of total annual revenues and profits
generated by each unit.
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
3. Does your organization have five (5) years experience in providing Master
Custodian services prior to May 23, 1994? ____________________________________
4. Provide the following information for each of the past five (5) years:
a. Total assets. ______________________________________________________
______________________________________________________________________________
b. Total deposits as defined by the SEC and the Comptroller of the
currency. ___________________________________________________________________
______________________________________________________________________________
c. Earnings per share. ________________________________________________
______________________________________________________________________________
d. Return on equity. __________________________________________________
______________________________________________________________________________
e. Return on assets. __________________________________________________
______________________________________________________________________________
f. Loan loss reserve/loans. ___________________________________________
______________________________________________________________________________
g. Amount of net charge off/loans. ___________________________________
_____________________________________________________________________________
h. Amount of non-performing assets/total assets. _____________________
_____________________________________________________________________________
i. Net interest income/average earnings assets. ______________________
_____________________________________________________________________________
5. a. Describe the increase or decrease of the Master Custodian
relationships for your corporation during the past five (5) years for all
clients in terms of aggregate asset values and the aggregate number of
clients. For each year, indicate the number of accounts gained or lost.
______________________________________________________________________________
______________________________________________________________________________
b. Provide the same information asked for in 4. a., but only as it
relates to public funds.
______________________________________________________________________________
______________________________________________________________________________
6. Provide the following information in regard to all Master Custodian
accounts:
a. Account size by millions of dollars.
1. Less than $10 _________________
2. $10 - $50 _________________
3. $50 - $100 _________________
4. $100 - $200 _________________
5. $200 - $500 _________________
6. $500 - over _________________
Total Number of Accounts
b. Number of accounts based upon years of service.
1. 0 to 1 year _________________
2. 1 to 3 years _________________
3. 3 to 5 years _________________
4. 5 to 10 years _________________
5. 10 years and up _________________
Total Number of Accounts
7. Provide the following information in regard to all public fund accounts:
a. Account size by millions of dollars.
1. Less than $10 _________________
2. $10 - $50 _________________
3. $50 - $100 _________________
4. $100 - $200 _________________
5. $200 - $500 _________________
6. $500 - over _________________
Total Number of Accounts
b. Number of accounts based upon years of service.
1. 0 to 1 year _________________
2. 1 to 3 years _________________
3. 3 to 5 years _________________
4. 5 to 10 years _________________
5. 10 years and up _________________
Total Number of Accounts
8. Provide a description of the development of your Master Custodian service,
including dates of implementation of key elements and enhancements. _________
______________________________________________________________________________
______________________________________________________________________________
9. Provide a brief synopsis of your company's business plan for Master
Custodian services for the next five (5) years including proposed spending and
staffing levels. ____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
10. Please obtain permission for the release of five (5) references from
current non-public clients that are similar in size to our plan and provide the
organizational name, address, contact person and telephone number for each
reference.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
11. Please obtain permission for the release of five (5) references from
current public plans that are similar in size to our plan and provide the
organizational name, address, contact person and telephone number for each
reference.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
12. Describe what you feel are your strengths and specifically highlighting
the aspects of your service that you feel that make you unique.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
13. Will any of the services under this contract be sub contracted? If so,
specify in detail. (See 4.0(5)) ____________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
14. What insurance coverages are carried by your organization with respect to
any acts or remissions of directors, officers and other personnel resulting in
loss of funds? ______________________________________________________________
______________________________________________________________________________
15. Are you currently under investigation by any regulatory agency? If so,
please give a brief outline as to the agency involved and the issues involved.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
16. List any accounts where you have been removed as the Master Custodian in
the last five (5) years and set out the reasons for the removal. ____________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
17. Have you lost any accounts in the last five (5) years? If so, who and why
did you loose the account? __________________________________________________
______________________________________________________________________________
______________________________________________________________________________
18. Are you willing to provide financial statments for both the parent and
subsidary corporation for the last two (2) years? ___________________________
19. How many Master Custodian account do you have in Tennessee for:
a. Private sector accounts ________________.
b. Public sector accounts ________________.
5.2 Administration and Staff Information
1. Provide a complete organizational chart for the operating and reporting
relationships of the Master Custodian Division.
2. Who would be the individual directly responsible as the Account
Administrator for this contract and what office would be they be located in?
Please provide a resume of this individual's educational background and work
experience. __________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
3. Will the services provided under this contract be from the same physical
location as the person listed in question 5.2(2)? ___________________________
4. Does the administrator have five (5) years experience in providing the
type and scope of services requested, three (3) of which have been in a
management/supervisory capacity? ____________________________________________
5. How many other accounts would the Account Administrator be servicing?
What is the size of each of these accounts?
______________________________________________________________________________
______________________________________________________________________________
6. Who would be the individual that serves as the back-up to the Account
Administrator? Please provide a resume showing the educational background and
work experience of this individual. _________________________________________
______________________________________________________________________________
______________________________________________________________________________
7. How many other accounts would the back-up to the Account Administrator be
servicing? What is the size of each of these accounts?
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
8. Provide a description of major functions that are to be performed by the
Account Administrator for those in decision making positions, mid-management
and up. Please provide a resume showing the educational background and work
experience for each individual. _____________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
9. Describe the staff functions of each of the individuals that report to the
Account Administrator. ______________________________________________________
______________________________________________________________________________
______________________________________________________________________________
10. Describe the procedures which you use to assure continuity of services
during vacations or other absences occurring within your Account Administration
area. _______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
11. Describe your approach to staff hiring and annual educational
requirements.
______________________________________________________________________________
______________________________________________________________________________
12. How do you determine the number of accounts assigned to each administrator
and what is the maximum number of accounts that can be assigned to any one
administrator? ______________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
13. What level of personnel turnover have you experienced in the Master
Custodian Division over the past five (5) years? Please differentiate between
individuals leaving the organization and those moving to other departments
within the organization. List this information by each level of management,
including support staff, and set out the total number of employees within
each classification within the Master Custodian Division.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
14. How many investment managers do you work with? ________________________
15. Do you currently have client relationships with any of our investment
managers? (See section 3.4) If so, please identify those for which there is a
client relationship and the length of such relationship.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
16. Describe how your organization interacts with investment managers.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
17. How do you monitor investment manager satisfaction? ___________________
______________________________________________________________________________
______________________________________________________________________________
18. Do you provide investment managers with access to a remote inquiry
service? If so, what information or reports are available to them
on-line?
______________________________________________________________________________
______________________________________________________________________________
19. Describe your approach to client servicing and product familiarization.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
5.3 Data Processing/Computer Systems
1. Give a general description of your computer system, both as to the
hardware and the software used.
______________________________________________________________________________
______________________________________________________________________________
2. How much excess capacity does your system currently have? _____________
_____________________________________________________________________________
3. Describe the system's backup, recovery and security procedures currently
in use. _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
4. Do you share computers with other areas of your organization or do you
have a separate dedicated computer? If you share computer time, what
priority does the Master Custodian Division have for computer usage?
______________________________________________________________________________
5. What has been your "down time" experience? ____________________________
______________________________________________________________________________
6. Have you developed your own software internally or purchased from an
outside vendor? _____________________________________________________________
7. How long has your Master Custodian accounting software been in place and
describe major enhancements made to your software since it was initially put
into use.
___________________________________________________________________________
______________________________________________________________________________
_______________________________________________________________________________
8. Describe the programming staff that supports the Master Custodian
Accounting System. What is their specific relationship to the Master Custodian
Division and to other division within the organization? ______________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
9. The describe the report output options available from your system,
both on-line and by hard copy. _____________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
10. What system developments are being considered at this time both as to
hardware and software? ______________________________________________________
______________________________________________________________________________
______________________________________________________________________________
11. Describe the organization's commitment (in dollars) towards computer
improvements in the future. _________________________________________________
______________________________________________________________________________
5.4 On-Line Capabilities
1. Do you provide on-line services to your clients? If so, how long has this
service been offered? ______________________________________________________
2. Please describe all required hardware and software to access on-line
capability and any associated cost to obtain on-line capability.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
3. What security features are provided? __________________________________
______________________________________________________________________________
4. What provisions are made for training of client personnel on the on-line
system and are there any associated cost to this training? __________________
______________________________________________________________________________
______________________________________________________________________________
5. How many hours a day is the system available? _________________________
6. Are there any limitations on the number of individuals that have on-line
access? _____________________________________________________________________
7. What reports are available on-line? ___________________________________
______________________________________________________________________________
8. What is the flexibility in reformatting any reports that are available
on-line? ___________________________________________________________________
_____________________________________________________________________________
9. Does your system allow "what if" analysis on an on-line basis? ________
_____________________________________________________________________________
10. How many clients are currently using on-line services? ________________
11. Do you provide on-line services to investment managers? If so, how long
has this service been provided? ____________________________________________
12. How current is the information that is accessed? ______________________
_____________________________________________________________________________
13. Does your on-line system provide previous day information on; a)
transactions and b) holdings? If so, is there any extra charge for access to
information on either the transactions or the holdings? If there is an extra
charge, please outline the charge for the service. __________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
14. Does your on-line system provide the client and/or investment manager with
investable cash balance each morning? If not, how can this information be
conveyed? ___________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
15. How many months of holdings and transaction data are available (past 3
months, year, etc.)? ________________________________________________________
5.5 Accounting and Reporting
1. Describe your accounting system (trade date or settlement date, accrual or
cash basis). Can you provide reports on any of these accounting basis?
______________________________________________________________________________
______________________________________________________________________________
2. Do asset statements have the capability to show accrued income?_
______________________________________________________________________________
______________________________________________________________________________
3. How do you report interest and dividend income? _______________________
_____________________________________________________________________________
_____________________________________________________________________________
4. How do you account for and record option transactions for individual stock
options? ____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
5. How are gains and losses calculated on individual stock option trades?
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
6. How do you account for and record option transactions for index options?
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
7. How are gains and losses calculated on individual index option trades?
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
8. What methods to you employ to record inventory of book value on security
holdings? (e.g. FIFO, LIFO, average cost) __________________________________
______________________________________________________________________________
9. What is the "lag time" between trade execution, availability of on-line
transaction data to the client and the posting of the transaction to your
accounting system? ___________________________________________________________
______________________________________________________________________________
10. Do asset evaluations reflect pending transactions? ____________________
11. What reports are provided as part of your standard Master Custodian
service package and how frequently are they produced and distributed?
______________________________________________________________________________
______________________________________________________________________________
12. Has your reporting system been developed internally? If not, please
explain who developed and supports the program. _____________________________
______________________________________________________________________________
______________________________________________________________________________
13. Are all reports audited before they are delivered and if so, by whom?
______________________________________________________________________________
14. Do you provide reports on magnetic tape, on microfiche and on-line as well
as on hard copy? _____________________________________________________________
15. Describe any plan system enhancements with target implementation dates.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
16. Are there any current deficiencies in your system that you are working on?
______________________________________________________________________________
17. Describe the external audit procedures associated with a Master Custodian
Division and client's accounts. _____________________________________________
______________________________________________________________________________
______________________________________________________________________________
18. Is there an internal audit system in place? If so, please describe.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
19. Is the external audit system certified by a major public accounting firm?
______________________________________________________________________________
20. Do you have the capacity to report brokerage commissions by account and by
transaction? ________________________________________________________________
21. Do you have the capacity to report brokerage commissions by broker?
22. Are any other fees included in the brokerage commission numbers?
23. Can you report by individual manager and provide a consolidated report of
all managers and funds? _____________________________________________________
24. What controls are in place to insure account activity is within the
policies and objectives set by the client? __________________________________
______________________________________________________________________________
5.6 Securities Processing
1. Is your organization a direct participate of the Depository Trust Company
of New York and the Federal Reserve System? _________________________________
2. Describe any on-line interaction and balancing procedures with the
Depository Trust Company of New York. _______________________________________
______________________________________________________________________________
______________________________________________________________________________
3. Describe any on-line interaction and balancing procedures with the Federal
Reserve System. ____________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
4. How do you handle information on corporate activities such as tender
offers, exchange offers, etc?
5. Describe any procedures you have in place for quality control tracking.
6. What is the source and frequency of security pricing?
7. Describe how you distribute proxy information.
8. How do you monitor proxy processing?
5.7 Cash Management
1. Describe your investment vehicle used for short term cash reserves.
Include investment philosophy, objectives and performance data for the last
three (3) calendar years.
2. Describe your policies concerning automatic investment of cash balances
and whether you sweep to the penny.
3. Describe your policies concerning cut-off time for the cash sweep.
4. Describe your policies concerning collection and crediting of interest and
dividend income.
5. When does income become available for investment?
6. How frequently have fails occurred and why?
7. How frequently are managers advised of fails?
8. How do you minimize the fail float impact?
9. How do you compensate for income loss through fails?
5.8 Transition
1. Please describe the conversion process (who is responsible for
coordinating activities, who participates, what activities must occur,
etc.) if you are named as Master Custodian and must take over our current
Master Custodian activities.
2. Please specify if you have a dedicated "conversion team".
3. Please provide a sample time table including the type and amount of
resources to be provided by the client.
4. Please specify any transition cost to be absorbed by the client.
5.9 Performance Measurements/Analytical Services
1. Describe what performance evaluation services you presently have
available.
2. Can you compare rates of return of our managers versus a substantial
universe of similar funds?
3. List the indicies available and times of availability.
4. Do you use dollar-weighted or time-weighted (or both) returns?
5. Are market values used in performance calculations adjusted for accruals
(equities and fixed income)?
6. Does your performance evaluation service analyze any fundamental
information; for example, Rosenberg, indata, etc?
7. Can you back load investment performance data?
8. How frequently are performance measurement analytics done and how soon are
fully audited hard copy reports available following period-end?
9. Are your performance measurement reports available on-line? If so, please
describe any customized reporting capability.
5.10 Global Custody
1. Do you offer global custody services? If so, how long have you provided
these services.
2. How many global custody clients do you have?
3. What is the total of the assets of the global custody clients that you
have?
4. Do you have a sub-custodian network? If so, please describe, i.e., how
many countries are covered, what is the selection and monitoring process, have
you ever terminated a relationship and if so, why?
5. Please describe your foreign exchange capabilities.
6. Do you offer cash management for non-U.S. cash? If so, please describe.
7. Do you provide international securities lending services?
8. Please describe your international income crediting guidelines.
9. Please describe the reports available and are these provided on-line?
10. Do you obtain the necessary "powers of attorney" and other revised
documents for international accounts so that the account can avoid the
deduction of foreign taxes as part of your service?
5.11 Securities Lending
NOTE: At the current time the Investment Committee does not participate in
securities lending. This information is being solicited in the event that the
Investment Committee determines that they want to expand into the securities
lending area.
1. Do you provide securities lending services? If so, is your securities
lending group in-house?
2. How many borrowers do you have business relationships with?
3. How many borrowers that you have a business relationship with are
currently used?
4. How often is the creditworthiness of your borrowers reviewed?
5. What types of collateral do you require of borrowers?
6. How do you coordinate your securities lending activities with the client's
investment manager(s)?
7. What percentage of collateral do you require?
8. How is cash collateral invested?
9. How is the income generated from securities lending split between the
client and you?
10. Do you mark-to-market daily?
11. To what degree are your securities lending clients insured against losses
from participation in your program?
12. Explain your security loan allocation system and the basis of which you
make such application to all clients.
13. How do you provide equal opportunity to all participating clients to lend
their securities?
5.12 Exceptions/Additions
1. Exceptions and additions to the services set out under Section 1.5 (pg 2).
a. List exceptions and proposed language
b. List additions and proposed language
2. Exceptions and additions to the RFP are as noted below. (If none, please
indicate that there are none)
a. List exceptions and proposed language
b. List additions and proposed language
3. Exceptions and additions to the Exhibits A, B, C, or E are as noted below.
(If none, please indicate that there are none)
a. List exceptions and proposed language
b. List additions and proposed language
4. Exceptions and additions to the Contract, Exhibit D, are as noted below.
(If none, please indicate that there are none)
a. List exceptions and proposed language
b. List additions and proposed language
5. Exceptions and additions to any addendum are as noted below. (If none,
please indicate that there are none)
a. List exceptions and proposed language
b. List additions and proposed language
5.13 Fees
1. Please provide a guaranteed fee structure for the next three (3) years and
for the fourth and fifth year give us a guaranteed capped increase as a
percentage of the 11/01/96 to 11/01/97 rates. Fees for 11/01/97 to 11/01/98
and 11/01/98 to 11/01/99 will be negotiated but can not exceed the
guaranteed capped increase.
a. Fee from 11/01/94 to 11/01/95 (Guaranteed)
b. Fee from 11/01/95 to 11/01/96 (Guaranteed)
c. Fee from 11/01/96 to 11/01/97 (Guaranteed)
d. Guaranteed capped increase over 11/01/96 to 11/01/97 rate for the
period 11/01/97 to 11/01/98.
e. Guaranteed capped increase over 11/01/96 to 11/01/97 rate for the
period 11/01/98 to 11/01/99.
2. Can fees be paid on a quarterly basis?
3. Will your fee vary if the number of our investment managers either
increases or decreases? If so, How?
By signing this fee proposal, the proposer certifies to the following:
1. The proposer represents itself as being a corporation or other legal
entity authorized to perform the services outlined in the RFP and is
dually authorized to perform such services in the state of Tennessee.
2. The individual signing the proposal is an individual in the organization
responsible for, or otherwise authorized to make, decisions as to prices
quoted within this proposal.
3. That this proposal will remain valid for four (4) months after the closing
date of the receipt for proposal.
4. That the proposer is in agreement with the terms and conditions presented
in the specifications except for those that have been specifically noted
as exceptions or additions in the response. Exceptions or additions to
any terms and conditions presented in these specifications are
specifically set out in Section 5.12. NOTE: Failure to set out any
exceptions or additions in Section 5.12 is further evidence that the
proposer is in agreement with the terms and conditions presented in the
specifications.
5. The following certification is made in compliance with Section 4.0(16):
"No member, officer, or employee of the Committee; no member of the
governing body of the locality in which the contract is to be performed,
and no other public official of such locality who exercise any functions
or responsibilities with respect to the Contract, shall, during his
tenure, or for one (1) year thereafter, have any interest, direct or
indirect, in this Contract or the proceeds thereof".
6. The following certification is made in compliance with Section 4.0 (17):
"Proposer declares that as of the date of the declaration, neither the
Mayor, any Councilman, Director, nor any other Metropolitan Government
Official is directly or indirectly interested in any contact for which
compensation will be sought during the period of time covered by such
statement: and furthermore, pledges that the Proposer will notify the
Director of Finance in writing should any Metropolitan Government Official
become either directly or indirectly interested in any contract for which
compensation will be sought during the aforesaid period. As of the date
of this Declaration, the Proposer has not given or donated, or promised to
give or donate, directly or indirectly, to any official or employee of The
Metropolitan Government, or to anyone else, for its benefit any sum of
money or other thing of value for aid or assistance in obtaining any
contract for which compensation will be claimed during the aforesaid
period. Furthermore, the proposer declares that by its employment policy
standards and practices, it does not subscribe to any personnel policy
which permits or allows for the promotion, demotion, employment,
dismissal, or laying off of any individual due to his/her race, creed,
color, national origin, age or sex; and that it will not discriminate
against any individual due to his/her race, creed, color, national origin,
age or sex."
Proposer, by signing and executing the Contract, does further
declare, in determining the prices and/or amounts of the proposal,
it has not colluded with any other person, firm, corporation or
association, in arriving at said prices and/or amounts or in any way
violated the terms, conditions and/or spirit of the provisions of 15
U.S.C., ##1 through 7 (Sherman Anti-Trust Act.)
The above affirmative declaration and statement shall remain in full
force and effect until the end of the present fiscal year of The
Metropolitan Government.
7. The individual signing this proposal certifies that the company making
this proposal has not colluded with any person, corporation or other
entity in regard to the proposal submitted.
8. That the individual signing this proposal has the authority to bind the
proposer to the terms and conditions set out in the proposal.
Name of Company
Typed Name of Representative Title of Representative
Signing Proposal
Signature of Individual
Signing the Proposal
Date of Proposal