Outside Legal Counsel Services

The vendor is required to provide that outside legal counsel services for authorization, approval, and exemption for agency to retain or utilize services of outside counsel where appropriate through an outside counsel contract.
- Counsel for investment matters:
• Outside counsel engagements may cover one or more of the below described matters.
- Fiduciary obligations:
• With regard to the department investment program or a particular investment opportunity and upon request by department , qualified counsel may be engaged to: (i) provide legal advice about compliance with fiduciary responsibilities of department fiduciaries; (ii) provide requested opinions on ethical and conflict of interest questions with respect to system fiduciaries; (iii) assist in the communication of fiduciary concerns involving department to trustees, staff consultants, advisors and other parties; and (iv) provide advice on potential liabilities of department fiduciaries.
- Derivatives transactions:
• Department anticipates significant transactions in both cleared and uncleared derivatives, including transactions in both listed derivatives (futures and options) and over-the counter (“OTC”) transactions pursuant to department master agreements.
• Counsel will assist and advise legal and investment staff with respect to regulatory requirements for publicly-traded derivatives and OTC derivatives’ contracts and related matters, such as, prime brokerage, securities lending, repurchase transactions, capital, margin, counterparty bankruptcy, and software licensing and intellectual property matters relating to derivatives electronic platforms such.
• Counsel will also advise on matters of derivatives regulation.
• Counsel should have expertise and experience with industry standards and department master agreements, schedules, confirmations, definition booklets, credit support annexes, collateral management, and settlement and clearing processes and regulation, including requirements arising from the department wall street reform and consumer protection act (2010).
• Thorough familiarity with and experience when negotiating, prime brokerage agreements, securities lending agreements, repurchase agreements, collateral custody agreements as well as department master agreements, schedules, and related contracts is required.
• Demonstrated experience representing public institutional investors in derivatives negotiations and documentation is preferred but not required.
- Investment management agreements with external investment managers:
• Counsel will assist department staff with drafting and negotiating agreements, reviewing external manager due diligence questionnaires, background checks, investment management agreements, and schedules, performing legal due diligence for each manager, and negotiation of engagement agreements and related documents.
• Experience with the application and drafting of fiduciary standards in investment management agreements is required.
• Experience in drafting and modeling performance-based or incentive fee provisions are also required.
• Counsel may be asked to investigate matters relating to investment manager performance, including possible ethics violations.
• Knowledge of the investment adviser act of 1940 and the regulations under that act is required. experience with foreign investor qualification requirements, foreign exchange, and taxation of institutional foreign investors in offshore jurisdictions is desirable.
- Provide advice regarding specific cases or claims or the legal environments generally in foreign jurisdictions and negotiate and advise on contracting with foreign litigation funding agents or regarding other foreign actions.
- Contract Period/Term: 2 years
- Questions/Inquires Deadline: February 20, 2025