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HomeMy WebLinkAboutAdvisory Services of Deferred Comp PLanRESOLUTION 2011-169 ADOPTED DOC ID: 6658 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-169 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 15, 2011: WHEREAS the Town's Deferred Compensation Plan administrator, The Hartford, has offered Mesirow Financial Investment Management Services to periodically monitor the Town of Southold's Deferred Compensation Plan investment offerings and make recommendations for periodic changes from time to time at no cost to the Plan or the Town, and WHEREAS the Town's Deferred Compensation Plan committee has reviewed and recommends that the Town of Southold take advantage of this offering, now therefore be it RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an Advisory Services Agreement with Mesirow Financial Investment Management Services in connection with the Town of Southold's Deferred Compensation Plan at no cost to the Town, all in accordance with the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell FORM ADV Part II - Page 1 Uniform Application for Investment Adviser Registration OMB APPROVAL OMB Number: 3235-0049 Expires: February 28,2011 Estimated average burden hours per response 4.07 MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC, Address: (Number and Street) 350 N. Clark St. Chicago (State) (Zip Cc, dc) IL 60610 Area Code Telephone Number (800) 6214421 This part of Form ADV gives information about the investment adviser and its business for the use of clients. The information has not been approved or verified by any governmental authority. Item Number 1 2 3 4 5 6 7 8 9 10 1I 12 13 14 Table of Contents Item Page Advisory Services and Fees ............................................................. 2 Types of Clients ...................................................................... 2 Types of Investments .................................................................. 3 Methods of Analysis, Sources of Information and Investment Strategies .......................... 3 Education and Business Standards ........................................................ 4 Education and Business Background ...................................................... 4 Other Business Activities ............................................................... 4 Other Financial Industry Activities or Attiliatinns ........................................... 4 Participation or Interest in Client Transactions .............................................. 5 Conditions for Managing Accounts ....................................................... 5 Review of Accounts ................................................................... 5 Investment or Brokerage Discretion ....................................................... 6 Additional Compensation ............................................................... 6 Balance Sheet ...................................................................... 6 Continuation Sheet ........................................................... Schedule F Balance Sheet, if required ....................................................... Schedule G (Schedules A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. FORM ADV Applicant: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. Part II - Page 2 SEC File Numbea: Date: 801- 27047 04t0gt~008 A, Advisory Services and Fees. (check the applicable boxes) For each lype of service provided, state the approximate % of total advisory billiags from that service. Applicant: (See instruction below.) [] ( I ) Provides investment supervisory services ............................................................. 20 O/o [] (2) Manage~ investment advisory accounts not involving investment supervisory services ........................... 75 [] (3) Furnishes investment advice tl~-ough consultations not included in either service described above ................. 5 [] (4) Issues periodicals about securities by subscription ......................................................... [] (5) Issues special reports about securities not included in any service described above ............................... °/o [] (6) Issues, not as parl of any service described above, any charts, graphs, formulas, or other devices which clients may use to evaluate securities ........................................................................... °/° [] (7) On more than an occasional basis, fi~mishes advice to clients on maters not involving securities .................... °/o [] (8) Provides a timing service ........................................................................... °/o [] (9) Furnishes advice about secudties in any manner not dcsenbod above ........................................ __ °/o (Percentages should bo based on applicant's last fiscal year, If applicant has not completed its fi~st fiscal year, provide estimates of advisory billings for that year and state that the percentages are estimates.) Yes No Does applicant call any of thc scrvicea it checked above financial planning or some sinfilar tertn? ............................... [] [] C. Applicant offers investment advisory services for: (check ail that apply) [] (1) A percentage of as. sets under management [] (4) Subscription fees [] (2) Hourly charges [] (5) Commissions [] (3) Fixed fees (not including subscription fees) [] (6) Other For each checked box in A above, describe on Schedule F: · the services provided, including the name of any publication or report issued by the advise* on a subscription basis or for a fee · applicant's hasic fee schedule, how fees are charged and whether its fees are ~egotiable · when compensation is payablc, am:i if compensation is payable bofor¢ service is provided, how a client may get a refiand or may terminate an investment advisory contract before its expiration date Types of Clients -- Applicant generally provides investment advice to: (check those that apply) [] A. Individuals [] E. [] B, Banks or thrift institutions [] F. [] C. Invcshment companic~ [] G. [] D, Pension and profit sharing plans Trasts, estates, or charitable organizations Corporations or business entities other than thom listed above Other (describe on Schedule F) Answer all items. Complete amended pages in full, circle amended items and file with execution page (page I). FORM ADV Applicant: SEC File Number: Date: Part II - Page 3 MESIROW FINANCI.~. INVESTMENT MANAGEMENT, INC. 801- 27047 0ad0812008 Types of Investme hts. Applicant offers advice on the following: (check those that apply) A. EquiW securities [] (I) excha nga-lismd securities [] (2) securities traded over-the-counter [] (3) foreign issuers [] B. Warrants [] C. Corporate debt securities (other than commercial paper) [] D. Commercial paper [] E. Ccrlificatc~ of deposit [] F. Municipal securities G. Investment company securities: [] (1) variable life insurance [] (2) variable annuities [] (3) mutual fund shares [] H, United States govemmcnt s~curitics Options contracts on: [] (1) securities [] (2) commodities [] (1) tangibles [] (2) intangibles K. Interests in partnerships investing in: [] (I) real estate [] (2) oil and gas interests [] (3) other (explain on Schedule F) [] L. Other (explain on Schedulc F) Methods of Analysis, Sources of Information, and Investment Strategies. A Applicant's security analysis methods include: (check those that apply) (I) [] Charting (2) [] Fundamental (3) [] Technical (4) [] Cyclical (5) [] Other (explain on Schedule F) B. The main sources of information applicant uses include: (check those that apply) (1) [] Financial newspapers and magazines (5) [] (2) [] Inspections of corporate aedvities (6) [] (3) [] Research nlaterials prepared by others (7) [] (4) [] Coq~orate mtthg sci'vices (8) [] Company press releases Other (explain on Schedule F) C. Thc investment strategies used to implement any investment advice given to clients include: (check those that apply) (I) [] Long term purchases (5) [] Margin transactions (securities held at least a year) (2) [] Short term purchases (6) [] (securities sold w/thin a year) (3) [] Trading (securities sold within 30 days) (7) [] Other (explain on Schedule F) (4) [] Short sales Option writing, including covered options, uncovered options, or spreading strategies Answer all items. Complete amended pages in fulL circle amended items and file with execution page (page 1). I FORM ADV Applicant: SEC File Number: Date: Part II - Page 4 MESIROW FINANCthl- INVESTMENT M.O,,,NAGEMENT, INC. g01- 27047 04/0812008 Education and Business Standards. Arc there any general standards of education or business experience that applicant requires of those involved in detemdning or giving investment advice to clients? ................................................................................... (If yes, describe these standards on Schedule F.) Yes No 7. Other Business Activities. (check those that apply) [] A. Applicant is actively engaged in a busincs~ other than giving investment advice. [] B. Applicant sells products or services other than investment advice to clients. [] C. Thc principal businegs of applicant or its principal executive officers involves something other than providing investment advice. (For each checked box describe thc other activities, including the time spent on them, on Schedule F.) 8. Other Financial Industry Activities or Affiliations. (check those that apply) [] A. [] ( 1 ) brokerqlealer [] (2) investment company [] (3) other investment adviser [] (4) financial planning firm [] (5) conm~oddy pool operator, commodity h'ading adviser or thturcs commission merchant Applicant is registered (or has an application pending) as a securities brokerqleuler. Applicant is registered (or has an application pending) as a fi~tores coranUssion merchant, commodity pool OlX~ator or commodity trading adviser. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a: [] (7) accounting firm [] (8) law firm [] (9) insurance company or agency [] (10) pension consultant [] ( I l ) real eslate broker or dealer (6) banking or thrift institution [] (12) entity that creates or packages limited partnerships (For each checked box in C, on Schedule F identi~ the mlatod person and describe the relationship and the arrangements.) Is applicant or a related person a general para,er in any parlncmhip in which clients are solicited to invest? .......................... (If yc~, describe on Schedule F the parmerships and what they invest in.) Yes No items. Complete amended pages in full, circle amended items and file with execution page (page 1). ] FORM ADV Applicant: SEC File Number: Date: Part II - Page 5 . MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 80]- 27047 0410812008 Participation or Interest in Client Transactions. Applicant or a related person: (check those that app]y) [] A. As principal, buys securities for itself from or sells securities it owns to any client. [] B. As broker or agent effects socumies transactions for compensation for any client. [] C. As broker or agent for any person other than a cfient effects transaedons in which client securities arc sold to or bought from a brokemge customer. [] D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related person has some financial interest. [] E. Buys or sells for itself securities that it also recommends ~o clicnm. (For each box checked, describe on Schedule F when thc applicant or a related person engages in these transactions and what restrictions, internal procedures, or disclosures are used for conflicts of thterest in those transactions.) IN'scribe, on Schedule F. your code of ethics, and state that you will provide a copy of your code of ethics to any client or prospective client upon request. (If yes, describe on Schedule F.) Yes No 11. Review of Accounts. If applicant provides investtncmt supervisory services, manages investment advisory accounts, or holds itself out as providing financial planning or some similarly termed services: A. Describe below the reviews and reviewers of the accounts, lq'or reviews, include their frequency, different levels, and triggering factors. For reviewers, include the number of revfuwers, their titles and functions, instructions they receive from applicant on performing reviews, and number of accounts assigned each. See Schedule F B. Describe below the nature and fi'equency of regular reports to clients on their accounts. See Schedule F Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1). FORM ADV Appboant: SEC File Number: Date: Part II - Page 6 MESIROW FINNtCIAL INVESTMENT MANAGEMENT, INC. g0l'27047 04/0812008 12.Investment or Brokerage Discretion. A. Docs applicant or any related person have authority to dctermthc, without obtaining specific client consent, the: Yes No ( 1 ) securities to be bought or sold? [] [] B. Docs applicant or a related person suggest brokers to clients? ........................................................ For each yes answer to A describe on Schedule F any limitations on the authority For each yes to A(3), A(4) or B, describe on Schedule F thc factors considered in selecting brokers and dctermining thc reasonableness o£their commissions If the value of products, rcseamh and services given to thc applicant or a related person is a factor, describe: M thc products, research and ~rviccs 13. Additional Compensation. Docs the applicant or a related person have any arrangcmen/s, oral or in writing, where it: A.is paid cash by or receives some oconomic benefit (including commissions, equipment or non-research services) from a non-client in connection with giving advice to climB? ............................................................ B. directly or indirectly compcnsate~ any person for client referrals? ........................................................... [] (For each yes, describe the arrangements on Schedule F.) Yes No 14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant: ·has custody of client funds or securities (un]ess applicant is registered or registering only with the Securities and Exchange Commission); or · rcquires prepayment of more than $500 in thcs per client and 6 or more months in advance Ihs applicant provided a Schedule G balance sheet? .................................................................. Yes No Answer all items. Complete amended in full circle amended items and file with execution 1). pages page (page Schedule F of Applicant: SEC File Number: ] Date: Form ADV MESIROW FINANCIAl. INVESTMENT MANAGEMENT, INC, 801- 27047 I 04/0812008 Continuation Sheet for Form ADV Part II (Do not usc this Schedule as a continuation sheet for Form ADV Part I or any other schedulc~.) I Full name of applicant exactly as stated in Item IA of Part I of Form ADV: I IRS Empl. Idem. No.: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC,I 36-3429599 Item of Form (idcnti~) Answer Item I.D. ADVISORY SERVICES AND FEES MFIM offers its clients the following types of advisory services and products: (i) Investment Advisory Services; (ii) Investment Strategies Services; (iii) Investment Supervisory Services; (iv) Mesirow Financial Institutional Real Estate Fund; (v) Financia Consulting Services; (vi) Currency Management Services; (vii) Institutional Equity Advisory Services; (viii) Institutional Fixed Income Services; (ix) Mesirow Financial Institutional Real Estate, Direct Investments; and (x) Other. (i) INVESTMENT ADVISORY SERVICES: Consists of providing investment advisory services for its Investment Advisory Division ("lAD") clients on either a discretionary or non- discretionary basis. MFIM primarily offers three (3) separate types of investment advisory services for Individuals or Institutions: a. Discretionary Advisory Services b. Non-Discretionary Advisory Services c. "Select Advisors" Advisory Services With respect to both discretionary and non-diseretionary advisory services, the client shall identify the custodian for the client's assets and will be responsible for the payment of any custodial costs and commissions or execution costs incurred as a result of the investment advice provided by MFIM. MFIM shall direct the execution of transactions. MFIM may also direct transactions for execution to Mesirow Financial, Inc. ("MFI"), its affiliated broker/dealer. A client may also direct the execution of all or a portion of the transactions to another broker/dealer. Annual management fees for both discretionary and non-discretionary investment advisory services have been established within the following minimum annual fee ranges, with a minimum annual fee of $3,500: · first $1,000,000 1.00% · next $3,000,000 0.75% · next $6,000,000 0.50% · > $10,000,000 0.40% Management fees are generally based upon relationships with MFIM and its affiliates, as well as existing and potential opportunities with the client. MFIM may also negotiate fees with particular clients that fall below the m/nlmum fee ranges specified above based on the aforementioned factors. Clients may also be permitted by MFIM to combine other assets managed within MFIM to meet the minimum annual management fee. Management fees are generally to be paid quarterly in advance. For purposes of determining the management fees, the value of the assets under management is based on information provided by the custodian of the assets. In the event an account terminates, the unearned management fee will be refunded based upon the number of days during the quarter the account was not under management. Unless otherwise Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE Schedule F of Applicant: SEC File Number: I Date: Form ADV MESIROW FINANCl/gL INVESTMENT MANAGEMENT, INC. 80 l- 27047 04/0812~O8 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedule~.) I. Full name of applicant exactly as stated in Item I A of Part 1 of Form ADV: IRS Empl. ldent. No.: MESIROW FIN.N~CIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer agreed by IAD and the Client, all management fees are deducted fi.om the custodial account and paid directly to MFIM. MFIM may purchase or recommend private investment vehicles and underwritten offerings. Clients should be aware that these securities may pay selling concessions to their respective selling agents, winch fees and/or concessions are not included in MFIM's management fees described above. If MFIM, or its broker-dealer affiliate, MFI, receives such fees and/or concessions, MFIM will credit these payments against the client's advisory fees. Moreover, MFIM and its affiliates sponsor, manage and advise certain private investment vehicles. If MFIM purchases or recommends such security for an MFIM account, such security shall be deemed a non-billable asset for which no management fee will be charged, but the client will pay a fee described in that vehicle's offering memorandum. Additionally, in the event such security is deemed to be a non-billable asset, the MF1M employee who sells such security may nonetheless receive compensation pursuant to the sale of such security. In connection with the purchase or recommendation of mutual funds, in the event MFI is appointed as the client's custodian or broker-dealer of record, MFI may receive Rule 12b-1 fees from those mutual funds. In those instances, the client's advisory fees will be reduced by the amount of the Rule 12b-1 fees received by MFI. MFI may also receive and retain fees received in connection with such mutual fund transactions for performing services related to shareholder accounting and related communications. None of MFIM's fee arrangements provides for compensation based on a share of capital gains or upon capital appreciation of the assets supervised by MFIM. All advisory agreements will be terminable by the client upon notice to MFIM, as specified in the corresponding agreement, and will provide that no assignment may be made without client consent. MFIM may also provide investment advice under other circumstances not involving investment management services. In such cases, the client may seek the advice of others as well as MFIM and, thus, MFIM does not have discretionary authority for such accounts and has a less detailed knowledge of a client's portfolio, personal and family obligations and financial position. In such cases, a lower advisory fee may be negotiated. "Select Advisors" Advisory Services: The "Select Advisors" Advisory Services is a wrap-fee program provided by MFIM that offers clients discretionary investment advice through one or more independent investment managers that the client selects, along with trade execution, brokerage, custodial and other services for a single fee. MFIM assists a client in choosing one or more independent investment managers to manage the client's assets. The managers who participate in the program are selected by MFIM after a comprehensive evaluation process, including reviewing external research and due diligence information provided by Lowery Asset Consulting, LLC. As part of this program, MFIM may also permit clients and/or investment representatives to request that certain investment managers not selected by MFIM be authorized to participate in the program on a limited basis for a specific client or clients. MFIM provides limited, if any, due diligence on such pages full, amended items and file with execution page (page 1). PAGE 2 Complete amended Schedule F of Applicant: SEC File Number: Date: Form ADV ~nES~ROW FINANCIAL INVESTMENT MANAGEMENT, INC. 80]- 27047 04t0St200S Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item IA of Pan I of Form ADV: IRS Emph ldent. No.: MESIROW FINANCIAL INVESTMENT MANAOEMENT, INC. 3§-3429599 Item of Form (identi~) Answer investment managers. This aspect of the program is referred to as the Alliance Program. Additional disclosure for the Alliance Program is contained in the Select Advisors Disclosure Brochure provided to clients. MFI, an affiliate of MFIM, provides trade execution, brokerage, custodial and other services with respect to either aspect of this program pursuant to a service agreement with MFIM. The client pays a single fee which typically ranges from 0.75% to 2.50% of the value of the Account and is negotiable within this range, subject to a minimum fee of $2,500 annually per account. Fees are paid quarterly in advance based on the value of the Account, or each participating Account in a Household, on the day of the initial deposit and, thereafter, on the last business day of the preceding calendar quarter. The client may terminate the agreement upon five (5) days written notice, and the pro- rata portion of any quarterly unearned fees paid in advance will be refunded if the agreement is terminated during a calendar quarter. (ii) INVESTMENT STRATEGIES SERVICES: MFIM's Investment Strategies Division provides consulting services, fund advisory services and sub-advisory services to clients. Such services include: manager selection and due diligence, portfolio constmctinn and marketing support. The services provided also include acting as a fiduciary in the selection and over-sight of investment options for defined contribution plan sponsors. The fee for any such service is negotiated based on the complexity of the client's particular situation and overall needs, and typically ranges between 0.05% to 0.20% on the assets under management. However a flat fee may also be negotiated. Fees are generally paid quarterly in arrears. Nonetheless, services may result in the fee being paid annually in advance. Typically, the client may terminate the agreement after an initial multi-year commitment with sixty (60) day's written notice although other termination provisions may be negotiated based on the size of the engagement. (iii) INVESTMENT SUPERVISORY SERVICES: MFIM serves as general partner to five private investment vehicles structured as limited partnerships. MFIM also serves as the investment adviser to those limited partnerships. They are as follows: Mesirow Financial Large Cap Value Equity Fund, L.P. Fees: annual management fee of 1.35% of the net assets of the capital account of the limited partnership. Limited partner's minimum investment is $250,000. Liquidity: limited partner may liquidate funds at month end with 30-day prior written notification. Mesirow Financial All Cap Value Eqnity Fund, L.P. pages full, and execution page (page 1). PAGE 3 ] Complete amended items file with Schedule F of Applicant: SEC File Number: Date: ContinuationF°rm ADV Sheet for Form ADV Part II MESIROW FINANCIAL iNVESTMENT MANAGEMENT, INC. gOD 27047 04/08/2008 (Do not use this Schedule as a continuation sheet for Form ADV Pan I or any other schedules.) 1. Full name of applicant exactly as stated in Item 1 A of Part 1 of Foml ADV: IRS Emph ldent. No.: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (idcnti~) Answer Fees: annual management £ee of 1.35% of the net assets o£ the capital account of tile limited parmership. Linfited partaker's n'inmnum investment is $250,000. Liquidity: limited partner may liquidate funds at month end with 30-day prior written notification. Mesirow Financial Mid Cap Value Equity Fund, L.P. Fees: Annual management fee of 1.35% of the net assets of the capital account of the limited partnership. Limited partner's minimum investment is $250,000. Liquidity: limited partner may liquidate funds at month end with 30-day prior written notification. Mesirow Financial Small Cap Value, L.P. Fees: Annual management fee of 1.50%of the net assets of the capital account of the limited partnership. Limited partner's minimum investment is $250,000. Liquidity: limited partner may liquidate funds at month end with 30-day prior written notification. Meskow Financial Micro Cap Value, L.P. Fees: Annual management fee of 1.75% of the net assets of the capital account of the limited partnership. Limited partner's minimum investment is $250,000. Liquidity: limited partner may liquidate funds at month end with 30-day prior written notification. The General Partner reserves the authority to reduce the management fee charged with respect to the capital accounts of Limited Partners who invest in a Partnership on a direct basis with the General Partner and to reduce, or waive altogether the management fee, in respect of the net asset value of the capital accounts of certain Limited Partners, and such arrangements will be reflected in the Subscription Agreement to be executed by such Limited Partners. The net asset value of the interests of each Limited Partner will reflect the actual management fee which the General Partner is entitled to receive with respect to the capital account of the Limited Partner. The General Partner also reserves the authority to reduce the minimum investment amount as well as the liquidity provisions. (iv) MESIROW FINANCIAL INSTITUTIONAL REAL ESTATE DIVISION ("MFIRE") MFIRE International Partnership Fund GP, LLC, an affiliate of MFIM, will serve as the general partner to a real estate fund of funds which will be structured as a limited Complete pages full, amended items and file with execution page (page 1). PAGE amended circle Schedule F of Applicant: SEC File Number: ] Date: Form ADV MESIROW FINANCIAl_ INVESTMENT MANAGEMENT, INC, 80 ]- 27047 I 04/08/200S Continuation Sheet for Form ADV Part II (Do not use this Scho:lule as a continuation sheet for Form ADV part I or any other schedules.) 1. Full name of applicant exactly as stated in Item I A of Part I of Form ADV: I IRS Empl. Idem. No.: MESIROW FINANClA/. INVESTMENT MANAGEMENT, INC.[ 36-3429599 Item of Form (identify) Answer partnership. MFIM serves as the investment adviser to the partnership. Information pertaining to the partnership is as follows: Mesirow Financial Institutional Real Estate International Partnership Fund I Fees: Annual management fee of 1% of the committed capital paid quarterly in advance. After the seventh year of the initial closing of the fund and each anniversary thereafter, the annual management fee shall be equal to 90% of the prior year's fees. Liquidity: none, as closed end real estate funds by nature are liquid *minimum investment $2,000,000. The general partner may, in its discretion, accept investments below the minimum investment amount (v) FINANCIAL CONSULTING SERVICES: MF1M offers certain types of financial consulting services tailored for the individual needs of the client. The services are generally provided to individuals and ERlSA qualified plan sponsors and may involve funds and securities custodied away from MFIM. In connection with these services, such clients routinely direct their brokerage to firms other than MFIM. On an individual basis, the financial consulting services typically involve non-discretionary investment advice concerning asset allocation strategies, providing a written investment or financial plan, and/or individual investment recommendations as well as advice concerning the selection of an appropriate 529 college savings plan and/or the selection of appropriate investments within a plan participant's self-directed plan and/or retirement account. In certain instances, MFIM will agree to provide discretionary investment advice to individuals with assets custodied away from MFIM so long as the custodian can provide the necessary information to allow MFIM to prepare performance reports. With respect to plan sponsors, MFIM typically assists in the development of an investment policy statement, recommends certain registered investment company securities or other pooled investment vehicle securities ("Funds"), monitors the performance of the Funds offered to participants in the plan, provides educational materials to the plan and participants concerning the Funds, and/or conducts educational meetings with plan participants. MFIM may offer other types of £mancial consulting services, including but not limited to, due diligence reviews and other analytical type services to clients. The fees for each of the financial consulting services offered by MFIM are negotiated on a case-by-case basis. The amount of such fees are primarily determined by the duration and scope of the financial consulting services to be provided. In certain instances, the fees may be based on a percentage of the assets under management. In other instances, the fees may be based upon an agreed flat fee or hourly rate. As agreed by MFIM and the client, to the extent a client pays fees in advance of the Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE 5 / Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANC LItZ. INVESTMENT MANAGEMENT, IN C. 8Ol 27047 04,'0s/2008 Continuation Sheet for Form ADV Part II (Do not usc this Schedule as a continuation sheet for Form ADV Part I or any other schedules.) I. Full name of applicant exactly as stated in Item 1A of Pan 1 of Form ADV: IRS Emph ldent. No.: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer £mancial consulting services being provided and either the client or MFIM terminates the financial corksulting services agreement prior to the completion of the term, the pro- rata portion of any fees advanced by the client shall be refunded to the client. (vi) CURRENCY MANAGEMENT SERVICES: MFIM, through its Currency Management Division, provides an Overlay Advisory Service and is also the investment manager to two off-shore investment funds. Overlay Advisory Service MFIM provides a currency overlay service for clients with international portfolios that are exposed to foreign currency exchange rate exposures. Tins service isolates the currency component from the underlying asset base and manages the associated risks independently. This done on a discretionary basis based on each client's specific investment objectives and investment policies. The overlay service is executed in the interbank foreign currency (i.e., "forex") markets, in both spot and forward transactions. The goal of currency overlay is to reduce volatility and risk within the international portfolio, while enhancing the overall return. The methodology employed is based on proprietary computer models that measure price direction and volatility, from a quantitative statistical perspective. Inputs to the proprietary model include the client portfolio, foreign exchange price information, and risk and return constraints. The focus of the methodology is the controi of risk, within client specified boundaries, and the enhancement of return. For the currency overlay service, clients will pay a quarterly management fee equal to 0.05% (0.20% per annum) of the average market value of the client's portfolio. The average market value of a clients' portfolio for a quarter will be the sum of the market value of the portfolio on each trading day within that quarter divided by the total number of trading days in the quarter. Higher or lower fees, or different payment arrangements, may be negotiated with clients in certain circumstances, including but not limited to, the extent of MFIM's responsibilities, its historical relationship with the client or the expectation of significant additional future investments from the client. The management fee is payable in arrears on the 30th business day after the end of each quarter. Because the management fee is paid in arrears, refunds or fees paid are not given. An agreement for currency overlay services may be terminated by MFIM or by the client upon 30 days written notice to the other party. No penalty will be charged for any termination. Fees due for the final period of the agreement will be adjusted proportionally to the number of days in the period and will be due and payable no later than 30 days after the date of termination. pages full, amended items and file with execution page (page I). PAGE 6 ] Complete amended circle Copyright © 2000-2008 National Regutato~ Semces (Porlio~s of Sol/warn Schedule F of Applicant: SEC File Number: Datc: Form ADV MESIROW FINANCIAl. INVESTMENT MANAGEMENT, INC* 801- 27047 04/08/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a contthuation shcct for Form ADV Par[ ] or any other schedules.) 1. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl. Ident. No.: MESIROW FINANCIAl_ INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (idcnti~) Answer MFIM may also provide cnrrency overlay services to an affiliated investment advisor. Investment Funds - MFIM serves as the investment manager to two off-shore investment funds which are structured as an exempt company incorporated with limited liability under the laws of the Cayman Islands. The funds are listed as follows: Mesiruw Financial Fund (Cayman) E, Limited Fees: management fee payable at the end of each quarter equal to 0.25% of the quarter-end Share NAV (after reduction of all fees and expenses) plus a performance fee equal to 20% of the new net profits (as de£med in the Offering Memorandum) (after deduction of the Management Fee and any operating expenses) in excess of the hurdle return amount of Libor. Minimum initial investment is 15,000,000 euro subject to the Directors' discretion to accept smaller investments. Liquidity: 30-day prior written notice (may be waived at the discretion of the fund directors). A shareholder may not redeem their initial investment prior to the 6-month anniversary date of the effective date of the investment. Mesirow Financial Fund (Cayman) G, Limted Fees: management fee payable at the end of each quarter equal to 0.1875% of the quarter-end Share NAV (after reduction of all fees and expenses) plus a performance fee equal to 15% of the new net profits (as defined in the Offering Memorandum) (after deduction of the management fee and any operating expenses) in excess of the hurdle return amount of Libor. Minimum initial investment is 5,000,000 euro subject to the Directors' discretion to accept smaller investments. Liquidity: 30-day prior written notice (may be waived at the discretion of the fund directors). A shareholder may not redeem their initial investment prior to the 6-month anniversary date of the effective date of the investment. (vii) INSTITUTIONAL EQUITY ADVISORY SERVICES Consists of providing advisory services for its clients on either a discretionary or non- discretionary basis and primarily offers an Investment Management Program ("IMP") for individuals and institutions. With IMP, the client shall identify the custodian for the client's asses and will be responsible for the payment of any custodial costs and commissions or execution costs incurred as a result of the investment advice provided by MFIM. A~mual fees for IMP generally have been established within the following ranges with a minimum annual fee of $2,500 for households with assets of less than $5,000,000: Complete pages full, circle amended items and file with execution page (page 1). PAGE 7 I amended Copy/~ght © 2C00-2008 National Regulatory Semces (PoKuons of Software Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANCI/~I- INVESTMENT MANAGEMENT, INC. gOD 27047 04/08/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other ~hcdu]cs.) 1. Full name of applicant exactly as stated in Item I A of Par[ I of Form ADV: IRS Empl. Idcm No.: MESIROW FINANCI~d- INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer · EQUITY PORTFOLIOS: 0.65% to 1.25% on the first $5,000,000 of assets under management and negotiable over $5,000,000 in assets under management. · BALANCE PORTFOLIOS: 0.40% to 1.25% on the first $5,000,000 of assets under management and negotiable over $5,000,000 in assets under management. Fees are generally based upon relationships with MFIM and its affiliates, as well as existing and potential opportunities with the client. MFIM may also negotiate fees with particular clients that fall below the fee ranges specified above based on the aforementioned 13actors. Clients may also be permitted by MFIM to combine assets managed within MFIM to meet the minimum annual fee. With respect to IMP services for individual clients ("Individual IMP"), fees are generally to be paid quarterly in advance. For IMP services for institutional clients ("Institutional IMP"), fees are generally paid quarterly in arrears. For purposes of determining fees, the value of the assets under management is based on information provided by the custodian of the assets. In the event an Individual IMP account terminates, the fee will be refunded based upon the number of days during the quarter the account was not under management. In the event an Institutional IMP account terminates, fees will be prorated for the number of days the account was under management. Unless other~vise agreed by MF1M and the Client, all fees are deducted from the account and paid directly to MFIM. (viii) INSTITUTIONAL FIXED INCOME SERVICES Provides advisory services for its clients on a discretionary basis for institutions. These services include advice with regard to the allocation of a client's fixed income assets, benchmark selection and investment guidelines. The range of annual fees is: · first $10 million 0.350%- 0.550% · next $15 million 0~250% - 0.450% · next $25 million 0.200% - 0.400% · next $50 million 0.150% - 0.400% · next $350 million 0.125%- 0.350% · next $450 million 0.100% - 0.350% *minimum fee $20,000 Fees are generally based upon relationship with MFIM and its affiliates, as well as existing and potential opportunities with the client. MFIM may also negotiate fees with particular clients that fall below the fee ranges based on the aforementioned factors. (ix) MESIROW FINANCIAL INSTITUTIONAL REAL ESTATE, DIRECT INVESTMENTS: Complete amended pages In full, circle amended items and file with execution page (page 1). PAGE 8 J Schedule F of Applicam: SEC File Number: Da~¢: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 801- 27047 04/08/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV part I or any other schedules.) I Full name of applicant exactly as stated in Item IA of Part l of Form ADV: IRS Empl. Ident. No.: M ESIROW FINANCIAL INVESTMENT MANAGEMENT. INC. 36-3429599 Item of Form (identify) Answer Mesh'ow Finaucial REVF-GP., LLC, an affiliate of MFIM, will serve as the General Partner to Mesirow Financial Real Estate Value Fund, L.P. which will be an institutional real estate value-added fund structured as a Delaware limited partnership. MFIM will serve as the investment advisor to the value-added fund. The value-added fund will be a diverse real estate fund targeting industrial, multi-family, office and retail in the domestic US only. The General Partner will be responsible for sourcing, acquiring, managing, financing, developing, selling, repositioning, re-tenanting commercial real estate assets that meet the fund's investment strategy and objectives. Mesirow Financial Real Estate Value Fund, L.P. Fees: Annual asset management fee of 1.5% of the committed capital, paid quarterly in arrears through the investment period and then 1.5% of the invested capital. Liquidity: none, as closed-end real estate funds by nature are illiquid. Minimum Investment: $5.0 M subject to General Partner discretion to accept investments from qualified investors below this amount. (x) OTHER: MFIM provides investment advisory services to Structured Note (the "Structured Product") investments which are created by one or more unaffiliated issuers. These advisory services may include investment advice with respect to multi-asset reallocation strategy potentially utilizing fixed-income, value and currency advisory services, or a combination of any or some of the aforementioned. Each product is structured for an individual client designed to meet its individual investment objectives and risk tolerance. The management fee range for Structured Products is 0.25% to 1.00% based on the face value of the Structured Note and is paid quarterly in arrears. Complete pages full, circle amended items and file with execution page (page 1). PAGE 9 I amended Schedule F of Applicant: SEC FilcNumbcr: Date: Form ADV MESIROW FIN/t~ICIAL INVESTMENT MANAGEMENT, INC. 801- 27047 04/0812008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Par~ I or any other schedules,) 1. Full name of applicant exactly as stated in Item I A of Part I of Fom~ ADV: IRS Empl. Ideal. No.: M ESIROW FINANCIAl. INVESTMENT MANAGEMENT, INC. 36-3429599 ltcm of Form (identify) Answer Item 2.G. TYPES OF CLIENTS MFIM may also provide investment advice to insurance companies and an international real estate investment fund. Item 3.K. TYPES OF INVESTMENTS MFIM may offer advice on interests in private investment vehicles investing in securities and alternative asset classes. MFIM also provides advisory services regarding foreign currency investments and forward contracts. Item 3.L. MFIM may also purchase foreign currency options in the over-the-counter market. Item 4. METHODS OF ANALYSIS, SOURCES OF INFORMATION~ AND INVESTMENT STRATEGIES MFIM intends to use any source of financial or other information available to it and believed by MFIM to be relevant in determining the advice or counsel which it may render. In addition to the items checked, MFIM ~nay engage in the use of computer services and similar analytical devices and consultation with other professionals, such as attorneys, accountants and other experts. In addition, information is obtained through annual reports, 10-Ks, other SEC filings, brokerage research, industry seminars, etc. Item 5. EDUCATION AND BUSINESS STANDARDS MFIM does not employ any person whose functions or duties relate to providing investment advice to clients (other than persons whose functions are solely clerical or ministerial in nature) unless such person has demonstrated an ability to perform such functions by previous employment in the investment advisory industry, securities industry or related financial and professional experience, has taken and passed all required examinations, or who has educational degrees in fmancial, economic or related fields. Item 6. EDUCATION AND BUSINESS BACKGROUND SUPERVISORS AND EXECUTIVE OEEICERS · Michael E. Annin- Managing Director, employed since March, 2006. Prior to joining MFIM, was employed with Ibbotson Associates, Inc. as a Managing Director. Born in 1964 and received an MBA in finance from the University of Texas at Austin and a BA degree from the University of Wisconsin. · Michael Coutre - Vice President, employed since April, 2005. Prior to joining MF1M, was employed with Allstate Investments as a Senior Research Analyst. Born in 1968 and received an MBA in finance from DePaul University and a BA in finance from the University of Iowa. Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE Schedule F of Applicant: SEC Filc Number: Date: Form ADV M ESIROW FINANCIAL INVESTMENT MANAGEMENT. INC. §0 I- 27047 04/08/2008 Continuation Sheet for Form ADV Part II (Do not us~ this Schcdulc as a continuation shcct for Form ADV Part I or any othcr schedules.) 1. Full name of applicant exactly as stated in Item 1 A of Pan I OF Form ADV: IRS Empl. ldcnt. No: M ESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identi£y) Answcr · Alasdair R. J. Cripps - Senior Managing Director, employed with MFIM since Septen~be~ 2007. P~iol' to joining MFIM, was a Partner and Portfolio Manager at Capri Capital Partners. Born in 1966 and received a BA in business administration from the University of Wisconsin - Madison. · Joshua K. Daitch - Senior Managing Director and Portfolio Manager, employed with MFIM or its affiliates since November, 2001. Born in 1972 and received an MBA degree in business from Northwestern University's Kellogg School of Management and a BA degree in business from the University of Michigan. · Thomas F. Hynes - Senior Managing Director, employed since September 1997. Born in 1966 and received a JD degree from the University of Chicago Law School, an MBA degree in marketing from Northwestern University Kellogg Graduate of School of Management and a BA degree in economics from the University of Notre Dame. · Gary C. Klopfenstein - Senior Managing Director, employed since May, 2004. Prior to joining MFIM, was the President of GK Investment Management, Inc., and affiliated companies. Born in 1961 and received a BA degree in business administration from Illinois Wesleyan University. · Mark A. Kowalczyk - Managing Director, employed since March, 2006. Prior to joining MFIM, was employed as a Managing Director with Ibbotson Associates, Inc. Born in 1962 and received a BA degree in journalism from Drake University. · W. Daniel Leonard - Senior Vice President, Director of Operations, employed since April, 2003. Prior to joining MFIM, was employed as an Engineering Manager with ITT Bell Gossett. Bom in 1965 and received an MBA in f'mance from Northwestern University Kellogg Graduate School of Management, an MS in journalism from Columbia University and a BS in engineering from the University of Illinois. · Gerald J. Levin - Senior Managing Director of Mesirow Realty Sale- Leaseback, Inc., an affiliate of MFIM, since April, 1980 and a member of MFIRE's Investment Cornmiltee. Bom in 1946 and received a BS degree in economics from the University of Wisconsin and an MBA degree from Northwestern University's Kellogg School of Management. · Steve Luetger - Senior Managing Director, employed since March, 2005. Prior to joining MFIM, was employed as a Managing Director with Columbia Management Advisors, Inc. and was a Partner and Senior Vice President with Stein Roe & Fan,am. Born in 1953 and received an MBA from the University of Chicago and a BA degree from Knox College. I Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE Schedule F of Applicant: SEC File Number: Date: Form ADV M ESIROW FINANCI~J- INVESTMENT MANAGEMENT, INC. 801 27047 04/0812008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.) 1. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl Ident. No.: M ESIROW FINANCIAL INVESTMENT MANAGEMENT, ~NC. 36-3429599 Item of Form (identify) Answer · Lester A. Morris - Senior Managing Director of MFM, employed with MFIM or its affiliates since November, 1965. Born in 1938 and received a BSA degree from the University of IlLinois. · Mark E. Newlin - Managing Director, employed since March, 2005. Prior to joining MFIM, was a Portfolio Manager with Columbia Management Advisors, Inc. and was the Director of Fixed Income with Harris Investment Management. Born in 1958 and received an MBA from Harvard and a BA in economics from Earlham College. · Norman Schlismann - Senior Managing Director, employed with MFIM or its affiliates MFIM since November, 2001. Prior to joining MFIM, was employed as an investment professional with Prudential Securities. Born in 1956 and received a BS degree from the University of Illinois. · Michael Szkatulski - Senior Managing Director of Mesirow Financial Real Estate, Inc., an affiliate of MFIM, since January, 1997 and a member of MFIRE's Investment Committee. Born in 1953 and has a BS degree in architeetnre from the University of Detroit. EXECUTIVE OFFICERS (in addition to those listed above) · A. Brad Busscher ~ Senior Managing Director and Secretary of MFIM and certain of MFIM affiliates, employed since January, 2001. Born in 1961 and received a JD degree from the University of Miami, an MBA in finance from the Uinversity of Chicago and a BA from Cornell University. · Michael A. Crowe - Senior Managing Director, employed since January, 2003. Prior to joining MFIM, was employed as a Managing Director with Lunn Partners. Born in 1945 and received an MBA and BA degree in finance from Western Michigan University. · Kristie P. Paskvan - CFO of MFIM and certain of its affiliates and subsidiaries, employed since January, 1996. Born in 1958 and received an MBA degree from Northwestern University Kellogg School of Management and BS in accounting from the University of Illinois. · James C. Tyree - Chairman and CEO of MFIM and certain of its affiliates and subsidiaries, employed since December 1980. Born in 1957 and received an MBA degree in ffmance from Illinois State University and a BS degree in business administration from Illinois State University. · Julie E. Vander Weele - Senior Managing Director, employed with MFIM or its affiliates since 1986. Born in 1960 and received an MBA degree from Northwestern University Kellogg Graduate School of Management and a BS degree in rmrketing from Northern Ilhnois University. Complete pages full, amended items and file with execution page (page 1). PAGE 12 amended Schedule F of Applicant: SEC File Number: Date: Form ADV M ESIROW FINANCIAL INVESTMENT MANAGEMENT, IN C. 801 27047 04/08/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a contthuation sheet for Form ADV Part I or any other schcdu]cs.) [. Full name of applicant exactly as stated in Item I A of Part 1 of Form ADV: IRS Empl, Idcnt. No,: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer · Chief Compliance Officer: BI'lan E. Franc, Ctficf Cmnplias~cc Officer of MFIM since Jalmary, 2004. Prior to joining MFIM, was Vice President of Investment Audit Services for The Northern Trust Corporation. Bom in 1969 and received a BS degree in Business from Eastern Illinois University. Item 8. OTHER FINANCIAL INDUSTRY ACTIVITIES OR AFIqLIATIONS MFIM may from time to time accrue revenue based on commissions paid to its affiliated broker-dealer, MFI, for brokerage services rendered on behalf of MFIM clients. This revenue, or a portion thereof, may be paid to MFIM investment representatives (who are employees of MFI) as part of a discretionary bonus at fiscal year-end. Although MFIM believes that its clients receive a combination of best price and execution in transactions handled through its affiliate, MFI, the cost to the client may, at times, nevertheless be higher than that incurred if an outside broker-dealer had been utilized. For 1AD clients who have elected IA and whose account(s) are custodied at MFI, a $12.00 processing fee will be charged for such transactions executed through MFI. MFIM reserves the right to waive fee the processing fee. With respect to those existing 1MSP accounts that became IA accounts on or before April 1, 2007, MFI agreed to waive any execution costs for those clients that retain MFI as the custodian and for whom all transactions will be executed through MFI. Such clients will only pay the corresponding postage and handling fees in connection with such transactions. Additionally, MFI also agreed to waive execution costs for MFI brokerage accounts that became IA accounts by March 31, 2007. Nonetheless, such clients remain obligated to pay postage and handling costs. For other MFIM accounts custodied at MFI not a participant of IA, the following comn~ssion schedule will apply: · EQUITIES Minimum transaction charge $35.00 400 - 1,000 shares $0.08/share > 1,000 shares $0.06/share · FIXED INCOME Flat transaction charge $35.00 For those accounts not custodied at MFI but where trades for such accounts are directed to MF1 for execution, MFI has agreed to negotiate a separate conunission, generally a flat $0.05/share commission charge. MFI has also advised MFIM that it may negotiate a lower commission rate with particular clients based upon relationships with MFIM and its affiliates, and current and/or future business prospects. Complete amended pages in full, circle amended items and file with execution page (page 1 ). PAGE 13 ] Copy~ght © 2000-2008 National Regulatory Ser~ces (Por'uons of Software Schedule F of Applicant: SEC Filc Numbcr: Date: Form ADV MES~ROW FINANCI~d. INVESTMENT M~d'~AGEM ENT, INC. 801- 27047 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV PatX l or any other schedules.) 1, Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl. Idcnt. No.: MESIROW FIN.t~ICIAL INYESTMENT M.e~IAGEMENT, INC. 36-3429599 Itcm of Form (idcntifij) Answer For those clients who had elected 1MSP, MFIM has entered into a Service Agreement with MFl whereby MFIM agrees to pay MFI a servicing fee out of its malmgement fee for each transaction executed by MFI on behalf of such clients. MFIM, on behalf of the private investment vehicles identified above in response to Item 1.D., has entered into selling agreements with MFI where MFI can be compensated for selling interests in these private investment vehicles. From time to time, MFIM may refer its clients to affiliated entities, which may perform other services. MFIM and/or its employees may receive referral compensation in exchange for such referral. Similarly, affiliates of MFIM and/or their employees may refer clients to MFIM for which MFIM may pay referral compensation to such affiliates and/or their employees. Mesirow Financial Holdings, Inc., a Delaware corporation CMFH"), is the owner of Mesirow Financial Services, Inc. ("MFS"), the parent of MFIM. MFIM is affiliated with numerous MFS and MFH subsidiaries, which constitute or are registered as one or more of the following: an investment adviser, a broker/dealer, an insurance agency, and/or entities creating or packaging private investment vehicles. MFIM does not currently have any material arrangements with any of these entities other than as described in Items 9. or 12. Item 9. PARTICIPATION OR INTEREST 1N CLIENT TRANSACTIONS General: MFIM is part of a group of affiliated financial services companies that perform a number of different services for a client. MFIM is mindful of the conflicts or potential conflicts which such relationships may create. Consequently, MFIM has adopted a Code of Conduct, which prescribes standards of conduct required of all employees, regardless of their position or affiliation in the group. The Code prohibits self-dealing and other improper activities, the misuse of material non-public information, and it emphasizes the avoidance of conflicts of interest with clients. Some specific areas of potential conflict are discussed below. As noted in Item I.D., MFIM or its affiliates may act as a general partner or sponsor of various private investment vehicles which MFIM may reeornmend or sell to its advisory chents. Prior to the sale of any such investments, MF1M will have disclosed any potential conflicts of interest and recommend the investment only if it appears suitable for the client. Proxy Voting Policies and Procedures: MFIM has adopted and implemented policies and procedures that are reasomtbly designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC rule 206(4)-6 under the Investment Advisers Act of 1940. MFIM's authority to vote the proxies of certain of MFIM's clients (as described below in Paragraphs A. and B.), is established by MFIM's advisory contracts executed by those clients, and MFIM's proxy voting policy and procedures have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, MFIM proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R.2509.94-2 (July 29, 1994). Complete pages full, circle amended items and file with execution page (page I ). PAGE 14 ~ amended Copyright © 20002008 National Regulatory Se~ces (Poriions of Software Schedule F of Applicant: SEC File Number: I Date: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. g0l 27047 04108/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules) 1. Full name of applicant exactly as stated in ltcm IA of Part I of Form ADV: 1RS Empl. Idcnt. No: M ESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer A. Except as otherwise agreed to in writing with an individual (non-institutional) or lAD client, MFIM has no authority or obligation to take any action or rcndcz any advice with respect to the voting of proxies on behalf of its individual (non- institutional) and IAD clients. In those instances in which MFIM agrees to vote proxies for individual clients, such proxies will be voted in accordance with the policies and procedures set forth herein with respect to institutional clients. The individual or IAD client contract states that the client will be sent any applicable documents that MFIM receives to help the client take whatever action the client deems advisable. B. MFIM shall accept the discretionary authority to vote proxies on behalf of its institutional clients, unless otherwise directed by an institutional client. Additionally, MFIM shall accept such proxy voting authority unless the right to vote proxies is specifically reserved to the Portfolio's Trustee(s) under the terms of the Portfolio's Plan docmnents. C. Wherein MFIM has accepted discretionary authority to vote proxies on behalf of clients, MFIM has elected to utilize an outside, third party, independent proxy voting service (the "Service"). The Service will establish and provide MFIM with two (2) sets of comprehensive proxy voting guidelines a~nually which the Service will utilize as its sole basis for its determination for each proxy voted on behalf of MF1M clients. One set of guidelines is for Taft-Hartley clients, the other is for non-Taft-Hartley clients. In reference to Taft-Hartley clients, the guidelines specify that the proxies are to be voted in accordance with AFL-CIO guidelines where the AFL-CIO takes a specific position. In reference to the non-Taft-Hartley accounts, the proxies are to be voted in accordance with a separate and mutually exclusive set of proxy voting guidelines, established by the Service. D. In the event that a client of MFIM requests information as to how a particular proxy had been voted on that client's behalf, MFIM will provide said information to the client in a timely manner. Under no circumstance will MFIM disclose to a third party how a proxy had been voted by the Service on behalf of a chent without that client's express, written consent. Likewise, in the event that a client of MFIM requests a copy of MFIM's Proxy Voting Policies and Procedures, MFIM will provide said Policies and Procedures within a reasonable amount of time to the client at client's address of record. E. MFIM has designated its Director of Operations as responsible for administering and overseeing the proxy voting process. MF1M is currently not aware of any speciftc conflicts of interest. However, should MFIM become aware of a conflict of interest, it will rely on, and the Service shall vote in accordance with, its pre-determined policies as set forth in the guidelines if application of such policies to the matter at hand involves discretion on the part of MFIM. Complete amended pages in full, circle amended items and file with execution page (page 1 ). PAGE Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, IN C. 801 27047 04108/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Parr ] or any other schedules.) Full name of applicant exactly as stated in Item I A of Part I of Form ADV: IRS Empl Ident No,: M ESlROW FINANCIAl. INVESTMENT MANAGEMENT, INC. 36-3429509 ltcm of Form (identify) Answer Code of Ethics Summary: The Code of Ethics adopted and implemented by Mesirow Financial applies to the activities of Mesirow Financial Investment Management, Inc., a registered investment advisor under the Investment Advisers Act of 1940 ("Advisers Act") (referred to herein as "Mesirow Financial"). All employees of Mesirow Financial are deemed by the Advisers Act to be supervised persons and are therefore subject to this Code of Ethics. The philosophy of Mesirow Financial is to avoid any conflict of interest, or the appearance of any conflict of interest, between the investment activities of Mesirow Financial and the personal investment transactions of the directors, officers and employees of Mesirow Financial. In accordance with SEC rules and regulations, Mesirow Financial has created a Code of Ethics which establishes standards and procedures for the detection and prevention of certain conflicts of interest, including activities by which persons having knowledge of the investments and investment intentions of Mesirow Financial might take advantage of that knowledge for their own benefit. In the event that a client of Mesirow Financial requests a copy of Mesirow Financial's Code of Ettfics, Mesirow Financial will furnish said copy within a reasonable period of time to the client at the client's address of record. Account Errors and Error Correction: A. Identification of Compensable Errors MFIM has policies and procedures to help it assess and determine, consistent with applicable standards of care, as well as client documentation, when reimbursement is due to a client because MFIM has comrmtted an error. As no reasonable policy (including MFIM's) can require perfect implementation of investment management decisions, trading or processing, not all mistakes will be considered compensable errors. Mistakes that are not compensable errors may result in gains as well as losses. Unless otherwise determined by MFIM, trading and other mistakes (including those that result in losses and those that result in gains) will be treated as being for a client's account (i.e. investors will bear the losses and will benefit from the gains). In certain circumstances, it is possible MFIM may reallocate or remove gains from a client's account that are the result of a mistake. MFIM makes its determination of whether a mistake is a compensable error on a case- by-case basis, in its discretion, based on factors it considers reasonable. Relevant facts and circumstances MFIM may consider include, among others, specific applicable contractual and legal restrictions and standards of care, whether a client's investment objective was contravened, the nature of a client's investment program, whether a contractual guideline was violated, the nature and materiality of the relevant circumstances, and if a compensable error occurred, the materiality of the resulting losses. Complete amended in circle amended items and file with execution I / pages page (page ). PAG 6 Copyright © 2000 2008 Na~onal Regulato~ Se~ces (Poraons of Software Schedule F of Applicant: SEC FileNumber: Date: Form ADV MESIROW FINANCI.ed- INVESTMENT MANAGEMENT, iNC. 801- 27047 04108/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedulcs.) 1, Full name of applicant exactly as stated in Item IA of Part 1 of Form ADV: IRS Empl. ldcnt. No,: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer B. Compensation for Errors When MFIM determines that reimbursement by MFIM is appropriate, a client will be compensated as determined in good faith by MFIM. Compensation will be calculated in MFIM's discretion. MFIM will follow what it considers reasonable guidelines regarding these matters in light of all the facts and circumstances related to an error. In general, compensation is expected to be limited to direct and actual losses, which may be calculated relative to comparable conforming investments, market factors and benchmarks, and with reference to other factors MFIM considers relevant. Compensation generally will not include any amounts or measures that MFIM determines are speculative or uncertain. MFIM expects that subject to its discretion, Josses will be netted with an account's gains relating to errors and will not exceed amounts in relation to an appropriate replacement investment, benctunark, or other relevant product returns. In addition, losses may also be capped at the value of the actual loss, particularly when the outcome of a differing investment would in MFIM's view be speculative or uncertain or in light of reasonable equitable considerations MFIM may also consider whether it is possible to adequately address a mistake through cancellation, correction, reallocation of losses and gains or other means. Potential Conflict: Investment advisory representatives of MFIM may serve on the investment committee for the 401-k Plan of its affiliate Mesirow Financial Adminstrative Corporation and in such instance investment decisions/elections made for the 401-k Plan may differ from simihar investments made by advisory clients of MFIM. Item 9.A. Principal Transactions: MFIM, through MFI, may direct the purchase or sale in securities on a principal basis in accordance with Section 206 (3) under the Investment Advisers Act. Item 9.B. MFI Effects Securities Transactions for MF1M's Advisory Clients: The client may select MFI as the broker/dealer. MFI normally charges MFIM's advisory clients a brokerage commission on a per trade basis for listed and over-the- counter securities. These commissions may be in addition to any management fee paid to MFIM. With respect to over-the-counter trades, MFI may be required to obtain the security (whether a stock or bond) from a market maker who deals in that security. An independent market maker customarily will mark-up (in the case of a purchase) or mark-down (in the case ora sale) a security. Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 801- 27047 o4/os/2oos Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Par~ I or any other schedules,) I. Full name of applicant exactly as stated in Item I A of Part I of Form ADV: IRS Empl. Ident. No.: MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identi~) Answer Although, MF1M believes that its clients receive a combination of best price and execution in these transacfiuns, the cost to the client may nevertheless bc higher than that incurred by another investment adviser who, instead of using an affiliated broker, transacts directly with another non-affiliated broker and/or market maker. A portion of MFI's agency comunssion charged to MFIM's advisory accounts with regard to securities transactions may be passed on to an MFI account executive and/or accrued by MFIM for possible payment to the portfolio manager. Consequently, portfolio managers may have financial incentives to direct trading activity to MFI. For additional information on MFIM's brokerage practices, see Item 12. below. Certain employees of MF1M are also registered employees of MFI. Such employees may offer to clients investment advisory services through MFIM as well as broker- dealer and/or invesUnant advisory services through MFI. These services provided by MFIM and MFI and the fees related to such services may be separate and distinct. Such employees eligible to offer these services may have financial incentives to offer one service over another. Item 9.C. Agency-Cross Transactions: MFIM generally does not engage in agency cross transactions whereby it, or MFI, acts simultaneously as a broker for one account (which may be an advisory or brokerage account) and buys from or sells to another account. However, under certain circumstances, MFIM may determine that it is beneficial to both accounts to transact in the same security with each other. Depending on the size of the transaction and the volume and liquidity of the market, MFIM may decide that crossing the two orders will bring a better price or facilitate the time of an execution, as where, for example, one account may be selling to fulfill a withdrawal request and, sknultaneously, another account buying to invest a contribution of fimds. A cross transaction will be made only with the prior and informed consent of MFIM's advisory clients or interpretations of the Securities and Exchange Corranission permitting such transactions without client consent. Agency cross transactions will not be permitted for ERISA clients. Item 9.1). MFIM, or an MFIM Affiliate, Recommends to MF1M's Clients Securities or Investment Products In Which Mesirow Group Companies Have a Financial or Proprietary Interest: MFIM and its affiliates may recommend to advisory clients securities or interests in private investment vehicles in which MFIM or an affiliate of MFIM has an interest or derives xnanagement or brokerage fees. Officers, directors and persons associated with MFIM may also invest in such securities for their own accounts or accounts in which they have a beneficial interest. Complete pages in full, circle amended items and file with execution page (page). PA(} E 18 ] Copyright © 2000-2008 National Regulatory Services (Port~ons of Software Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, iNC. SOl- 27047 04/0812008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.) I. Full name of applicant exactiy as slated in Item IA of Part 1 of Form ADV: IRS Empl. Ident. No: M ESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (idcnti fy) Answer Item 9.E. MFIM or an Affiliate of MFIM Buys or Sells for Itself Securities also Recommended to Clients: Although MFIM does not buy or sell securities for itself that it also recommends to clients, as noted, its officers, directors and associated persons, as well as certain MFIM affiliates, and their respective officers, directors and associated persons, may, at times, buy or sell securities for themselves that MFIM recommends to its advisory clients. In this regard, MFI may act as a market maker in over-the-counter securities and may conduct dealer transactions from its inventory of such securities which MFIM may also be recommending to clients. MFIM abides by procedures as to preference and priority which ensure that MFI and other MF1M affiliates who may be purchasing securities recommended by MFIM treat MFIM's advisory accounts fairly and equitably. Item 10. CONDITIONS FOR MANAGING ACCOUNTS As disclosed in Item I.D. above, MFIM may impose a minimum annual fee. MFIM reserves the right to negotiate such fee and/or allow clients to accumulate assets managed by MFIM to meet the minimum annual fee. Item II.A. & B. REVIEW OF ACCOUNTS Accounts are kept under continuous review by the assigned portfolio manager. All reviews are performed by portfolio managers and/or qualified delegates as well as senior management personnd of MFIM. Generally, portfolio decisions are implemented universally across all accounts of a similar type. Account review consists of the following: adherence to client policies and objectives; asset allocation between equities, debt and cash (short-term reserves); the continued appropriateness of any portfolio position or the addition of new securities; and/or portfolio diversification. Information input to account reviews covers such areas as economic data; socio- political events; Federal Reserve Policy; macro and microanalysis of industries, sectors, companies, and specific market centers; and/or supply/demand analysis of the security markets and specific issues. item 12. INVESTMENT OR BROKERAGE DISCRETION MFIM allows clients to specify restrictions on specific issuers and/or the securities of issuers engaged in certain forms of business (i.e. tobacco, alcohol and frrearm manufacturers). MFIM may also permit clients to select specific securities and/or quantities for purchase by an account. In such instances and based upon consultation with the client, MFIM may classify such securities as non-billable assets for which a management fee may not be charged. MFIM may also accept client direction on asset allocations as well as managing the account with respect to income or tax considerations. In general, MFIM chooses a broker/dealer to effect a transaction for a client based on the ability to obtain the best execution for a client's account after considering all rdevant factors. These factors include, but are not limited to, particular expertise in the type of security or transactions, commission charge, access to relevant markets and Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE 19 I Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. SOl- 27047 04/08/2008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Pan: I or any other schedules,) 1. Full name of applicant exactly as stated in Item 1 A of Pari I of Form ADV: IRS Empl. Idcnt. No.: M ESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 36-3429599 Item of Form (identify) Answer prior experience with such broker/dealer. MFIM may also consider the availability of research sm'vices fi'om such broker/dealer. MFIM may not necessarily select the broker/dealer that offers the lowest comrmssions or execution costs. MFIM considers all factors believed to be relevant to the services of a brokerage commission, or markup, in excess of that which another broker/dealer might have charged for effecting the same transaction, in recognition of the value of (a) brokerage or (b) research services provided by the broker or dealer. Research services may be received in the form of written reports, telephone contacts and personal meetings with security analysts, economists, government representatives and corporate and industry spokespersons. In some cases, research services that are generated by third parties may be provided by or through broker/dealers. MF1M does not attempt to put a specific dollar value on the research or brokerage services of any broker/dealer or to allocate the relative costs or benefits of research, as MFIM believes that the research received is, in the aggregate, of assistance in fulfilling overall responsibilities to clients. Accordingly, any research received for a particular client's brokerage commissions may be useful to the client, but also may be useful for other clients' accounts; similarly, the research received for the commissions of such other clients' accounts may be useful for the client. In addition, not all such services may be used by MFIM in connection with the accounts, which paid comrmssions to the broker- dealer providing such services. In determining wliether to effect brokerage transactions for its clients through broker/dealers who provide MFIM with "research services" as that term is used in Section 28(e)(3) of the Securities Exchange Act of 1934, MF1M will determine in good faith that the amount of the commission or markup/markdown paid is reasonable in relation to the value of the brokerage and research services received from such broker/dealer, viewed in terms of either that particular transaction or MFIM's overall responsibilities to all of its clients. The research services so provided may relate to a particular transaction, but for the most part, research services will consist of a wide variety of information useful to MFIM and its clients. With the exception of IMSP, a client may direct MFIM to use a particular broker or dealer because of a particular preference or arrangements the client has made with another firm. In the case of directed brokerage, MFIM will not be in a position to freely negotiate commission rates or spreads on the basis of best price and execution. Moreover, a client will not enjoy the advantages of aggregated or bunched executions where MFIM deems it advisable to execute trades in such manner. Therefore, as a result, directed brokerage transactions may result in higher aggregate commissions, greater spreads, or less favorable prices than might otherwise be the case if the transactions were executed at MFIM's direction. In addition, where the client restricts MFIM to a particular broker or dealer, the client may not be able to obtain allocations of new issues or IPOs where MFI, or a broker selected by MFIM, participates in the underwriting. Complete amended pages in full, circle amended items and file with execution page (page 1). PAGE 20 I Schedule F of Applicant: SEC File Number: Date: Form ADV MESIROW FINANCIAL INVESTMENT MANAGEMENT, INC. 80~- 27047 O4/08/2008 Continuation Sheet for Form ADV Part II (Do not usc this Schedule as a continuation sheet for Form ADV Part I or any othcr schedules.) I. Full name of applicant exactly as stated in Item I A of Part I of Form ADV: IRS Empl. Ident. No.: MESIROW FINANCIAl. INVESTMENT MANAGEMENT, INC. 36-3429599 item of Form (identify) Answer Clients should be aware that when MFIM places a blocked order, or an order aggregating the trades for a number of advisory accounts, if multiple fills are obtained, such orders are executed at an average daily price calculated by the broker-dealer. Likewise, in the event that a blocked order results in a partial execution, MFIM will allocate the securities bought or sold on a prorata basis. MFIM may execute transactions for discretionary accounts through MFI, its broker/dealer affiliate. The authority to do so is set forth in the investment advisory agreement signed by the client to establish an account. The co~mnission rates typically charged by MFI for the Individual IM and Institutional IM services are specified herein. Where MFIM selects MFI to execute transactions, the client should consider the following: (i) although MFIM believes that MFI's commission rates are competitive with other full service brokers, there has been no arms-length negotiation to receive the lowest possible commission rate; (ii) for some accounts there may be an incentive on MFIM's part to engage in or recommend more trading with respect to Individual IM and Institutional IM Services (or conversely less trading with respect to the Individual IMSP and Institutional IMSP); and (iii) certain brokerage customers of MFI may receive lower commission rates than tliose paid by MFIM's advisory accounts. For qualified retirement plans, IRAs and Keogh accounts, which are subject to Title I of the Employee Retirement Income Security Act of 1974 ("ERISA") or Section 4975 of the Internal Revenue Code, MFIM operates pursuant to Prohibited Transaction Class Exemption 86-128, promulgated by the Department of Labor, whenever it selects MFI as broker. This exemption permits MFIM to use its authority as investment manager to cause its advisory accounts to pay a fee to its affiliate, MFI, for brokerage transactions. A qualified plan or IRA is asked to make certain acknowledgements in the advisory agreement. MFIM Investment Managers who are managing IA accounts either on a discretionary or non-discretionary basis may, on a limited basis with MFIM's approval, agree to waive the trade execution costs charged to certain clients who have elected to custody their account at MFI and have trades executed through MFI. Because the waived execution costs would be bourne by the MFIM Investment Manager, this could potentially limit the volume of trading in a client's account. item 13. ADDITIONAL COMPENSATION As set forth in Item 12., generally, when an unaffiliated broker/dealer recommends MFIM's services to its clients, MFIM may effect securities transactions for such client's accounts through the recommending broker/dealer. Commission rates will be most often negotiated between the client and the recommending broker/dealer and will not result in an increase in the client's payments to MFIM. MFIM also periodically enters into solicitor's arrangements with unrelated third parties where MFIM agrees to pay a portion of the fees derived fi.om an account to the individual or entity who referred the account. Such solicitor's arrangements are in Complete pages in full, circle amended items and file with execution page (page 1), PAGE 21 [ amended Cop!mght © 2000-2008 Na~onal Regulatory Ser~ces (Portions of Software Schedule F of Applicant: SEC File Number: Date: Form ADV M ESIROW FINANCIAL INVESTMENT MANAGEMENT, INC, 80 I- 27047 04/0812008 Continuation Sheet for Form ADV Part II (Do not use this Schedule as a continuation sheet for Form ADV Par~ I or any other schedule~.) 1. Full name of applicant exactly as stated in Item 1 A of Part I of Form ADV: IRS Empl Ident. No.: MESIROW FINANCIAl. INVESTMENT MA31AGEM ENT. INC. 36-3429599 Item o£Form (identify) Answer writing. Unless otherwise disclosed, the client is not charged any amount in addition to the customary advisory fee charged by MFIM. There is no differential between the amount of or level of advisory fee charged by MFIM to the client, attributable to the existence of any solicitor's arrangement and that charged to other clients of MFIM. MFIM may also pay referral compensation to its affiliates and/or their employees. Upon the retirement, death or disability of an Investment Manager in the lAD, MFIM may, at its discretion, pay such Investment Manager a negotiated on-going percentage of the management fees generated from clients who were introduced to MFIM and/or serviced by the Investment Manager while such Investment Manager was employed by MFIM. In that instance, the corresponding clients will not be charged any amount in addition to the customary advisory fee charged by MFIM as a result of such continuing compensation arrangement. MFIM also periodically enters into sub-advisory relationships with other investment advisory firms. For these services, MFIM will receive a percentage of the advisory fee paid to such firm by the client. Any such relationship is disclosed to the client. MFIM may act as a sub-advisor or provide other services to a mutual fund and as such will be paid a fee based on a percentage of the assets of the fund. MFIM, or an affiliate, may also sell the fund to its clients and will receive compensation from the fund family. Complete pages full, circle amended ttems and file with execution page (page I). PAGE 22 ] amended Mesirow Financial Investment Management, Inc Advisory Services Agreement This Advisory Services Agreement ("Agreement"), which is made and entered into as of the date identified on Exhibit A ("Effective Date"), by and between Mesirow Financial Investment Management, Inc., an lllinois corporation ("MFIM"), and the Plan Sponsor identified on Exhibit A ("Plan Sponsor"). BACKGROUND The Plan Sponsor is the named fiduciary (as defined in Section 402(a)(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or, if the Plan is not subject to ERISA, as otherwise defined or designated under the terms of the Plan's governing documents) with respect to the employee benefit plan identified on Exhibit A ("Plan") with the fiduciary authority and responsibility under the Plan for selecting and monitoring the investment funds to be offered under the Plan to Plan participants and beneficiaries ("Participants"). By separate agreement ("Service Agreement"), the Plan Sponsor has engaged Hartford Life Insurance Company ("Service Provider") to provide recordkeeping and other administrative services with respect to the Plan. The Plan Sponsor has determined that it is in the best interest of the Plan and its Participants to retain MFIM to provide investment advisory services by making recommendations for consideration by the Plan Sponsor in its selection and monitoring of the investment options offered under the Plan. MFIM is willing to perform the advisory services provided under the terms of this Agreement. Based on the foregoing, the Plan Sponsor and MFIM agree as follows: SECTION 1. SERVICES PROVIDED BY MFIM On the terms and conditions set forth in this Agreement, the Plan Sponsor hereby engages MFIM to assist the Plan Sponsor in the discharge of the Plan Sponsor's duties with respect to the selection and monitoring of investment options under the Plan by providing the services described in this Agreement (the "Services"). MFIM shall provide the Plan Sponsor with the following Services: Investment Option Selection. Pursuant to an agreement between the Service Provider and MFIM, MFIM has developed a list or lists of investment options as a recommendation for consideration by the Plan Sponsor for inclusion in the Plan ("Elite Lists"). As used herein, the term "Elite Lists" also includes the "Suggested Fund Line Up Lists". The Plan Sponsor understands and acknowledges that (i) the Elite Lists are limited to the asset classes and investment funds available to the Plan through the Service Provider's recordkeeping system and (ii) the Elite Lists contain investment funds categorized into asset classes to allow the Plan Sponsor to choose the appropriate asset classes and investment options for the 12 109 I Mesirow Financial Confidential Information Plan and its Participants (as determined by the Plan Sponsor). The Plan Sponsor acknowledges that it has reviewed the Elite Lists and has elected to use the Elite List shown on the investment option selection menu. Investment Option Selection Guidelines. To assist the Plan Sponsor in its selection of investment options, MF1M will provide suggestions to the Plan Sponsor on the number and type of investment options (active or passive investment management) for the Plan Sponsor to consider in selecting investment funds for the Plan. By including an investment fund on an Elite List, MFIM has determined that: (i) the investment fund is an appropriate investment option in that asset class for a qualified retirement plan, and (ii) the asset class represented by the investment fund is appropriate for inclusion in a qualified retirement plan. The Elite Lists will include a minimum of five asset classes ("Core Asset Classes") that are intended to provide a broad range of investment alternatives for Plan participants. MFIM will identify which investment funds on the Elite List meet the qualifications of the five Core Asset Classes which are as follows: · Large Cap Domestic Equity · Small Cap Domestic Equity · Large Cap Foreign Equity · Intermediate-Term Domestic Bonds · Cash Equivalent To use the Services provided by MFIM hereunder, Plan Sponsor agrees that it will select at least one investment option from and maintain investment options in each of the five Core Asset Classes on the Elite List; if the Plan Sponsor fails to do so, then this Agreement will terminate immediately, notwithstanding any provision of this Agreement to the contrary. Investment Option Monitoring and Summaries. MFIM will review and evaluate in accordance with its established procedures the performance of the investment funds on the Elite Lists on a quarterly basis. Following the end of each calendar quarter, MFIM shall provide the Service Provider for distribution to the Plan Sponsor (1) MFIM's market commentary on the previous quarter and (2) Mesirow Financial's POLICE Report (Performans:e, Organization, Legal, Investment Policy, Consistent Style, Expense), which is MFIM's proprietary watch list report. The Mesirow Financial POLICE Report provides an overview of the qualitative and quantitative evaluation of all funds on the Elite List that have not met all of the minimum criteria for the quarter. The Service Provider has agreed to provide these materials to the Plan Sponsor within 90 days after the end of the quarter. Termination of Investment Options. If for any reason MFIM should find it necessary to remove an investment option from an Elite List, MFIM will issue a written report outlining its 12 I 09 2 Mesirow Financial Confidemial Infom~ation reasons for removal of the investment option and the actions being taken for replacement including reasons for selecting the replacement if a suitable replacement fund is available. MFIM shall provide such written report to the Service Provider to send to the Plan Sponsor. MFIM will continue to monitor any fund removed from an Elite List for a 90-day period following the removal of the fund; after that 90-day period, the Plan Sponsor agrees that MFIM will have no obligation to continue monitoring the removed fund. If the Plan Sponsor determines that it will remove an investment option from the Plan, or add an investment option to the Plan, the Plan Sponsor understands that it must provide written direction and instructions to the Service Provider to implement such change in the Plan's investment options. MFIM's authority and responsibility with respect to the Plan are as follows: MFIM's Fiduciary Status. In performing the Services, MFIM is acting as a fiduciary as defined in Section 3(21)(A)(ii) of ERiSA or, if the Plan is not subject to Title I of ERISA, MFIM is acting as a fiduciary to the Plan according to the same standards as would apply if the Plan were subject to Title I of ERISA. MFIM shall discharge its duties and obligations hereunder in accordance with the standard of care applicable under ERISA, regardless of whether the Plan is subject to Title I of ERISA. In addition, if the Plan is not subject to Title I of ERISA, the parties agree that, for all purposes under this Agreement, the applicable ERISA standard of care (including relevant governmental regulations and judicial precedent) shall be the sole governing standard of care applicable to MFIM and the Services regardless of any state law that may apply to the Plan or the Plan Sponsor. MFIM will assume only the specific and limited fiduciary responsibility and liability attendant to the Services as set forth in this Agreement and will not be considered a fiduciary of the Plan for any other purpose. Construction of Elite Lists. The Plan Sponsor understands and agrees that MFIM's responsibility and authority for the construction of the Elite Lists are limited to the asset classes and investment options available to the Plan through the Service Provider's standard plan recordkeeping platform, and MFIM is under no obligation, and has no authority under this Agreement or other~vise, to select other asset classes or investment options in constructing the Elite Lists. In constructing the Elite Lists, MF1M will not consider any investment in stock or other property of the Plan Sponsor or its affiliates, other individual securities, self-directed brokerage accounts or investments other than mutual funds or other collective fund vehicles offered through the Service Provider's standard plan recordkeeping platform. Scope of Authority. MFIM has no authority or responsibility with respect to: (a) the selection, monitoring, retention, or termination of asset classes or investment options available through the Service Provider's plan administration platform; (b) the management (except for the Services), administration, valuation, or custody of Plan assets; (c) the administration of the Plan and the trust funding such Plan; (d) any investment decision of any 12 I 09 3 Mesirow Financial Confidential Information nature whatsoever of the Plan Sponsor, another investment manager, Participant or other person with respect to the Plan or any account there under; (e) the performance of any other investment manager; (f) the failure of any other investment manager or fund manager to adhere to any of its policies and procedures governing investments; (g) any change in value in any or all of the Plan's assets; (h) any suitability determination, except any such determination related to the construction of the Elite Lists; (i) any matters related to the fees charged to the Plan or the Participants for the use of the Elite Lists; and (j) except for the construction of the Elite Lists, the diversification of the Plan's assets. The foregoing matters are solely the responsibility of the Plan Sponsor or its agents (other than MFIM). Control of Elite Lists. MFIM will retain exclusive control and discretion with regard to the development and maintenance of the Elite Lists. MFIM will retain sole control and discretion over the development of any investment methodologies needed to develop and maintain the Elite Lists. All decisions regarding the composition of the Elite Lists will be solely the responsibility of MFIM based on the investment funds available to the Client Plans through the Service Provider's recordkeeping system. MFIM will determine the Elite Lists through proprietary methodologies based on generally accepted investment principles. The investment methodologies used by MFIM in developing and maintaining the Elite Lists will be developed by MFIM independently and without regard to any potential benefit to the Service Provider, any other issuer of investment options available to the Plan or their affiliates. MFIM will update and maintain any systems within a reasonable timeframe to ensure that they continue to meet generally accepted investment principles. The Service Provider will assist in communications between MFIM and Plan Fiduciaries but will not in any way influence or otherwise be responsible for the development of the Elite Lists by MFIM and will not modify any advice or information provided by MFIM. Results Not Guaranteed. MFIM and its affiliates do not and cannot warrant the results that may be attained from the use of the Elite Lists by the Plan Sponsor. Nothing in this Agreement will be construed as making MF1M an insurer or guarantor of any benefit or result, financial or otherwise, as a result of the provision of the Elite Lists. SECTION 2. FEES AND PAYMENT OF FEES Fees. The fees for the Services of MFIM under this Agreement are incorporated in the bundled fee payable to the Service Provider, and neither the Plan nor the Plan Sponsor will have any liability for additional fees payable to MFIM in respect of this Agreement. In general, the fees payable to MFIM by the Service Provider or its affiliates are calculated as a basis point percentage of the Plan's asset value and may range from 0.5 basis points up to 2.50 basis points depending on the total assets from plans executing a contract for the MFIM Plan Fiduciary Service. The Plan Sponsor may request additional information about the fees paid to MFIM by the Service Provider or its affiliates relating to the Plan in writing or by use of the Service Provider's toll-free number. 12 1 09 4 Mealrow Financial Confidential Information SECTION 3. TERM AND TERMINATION Term. This Agreement shall be effective as of the first date assets are invested in funds offered by the Service Provider following the date set forth on the signature page of the Agreement and shall remain in effect unless terminated as provided for in this Section 3. Termination. Either party may terminate this Agreement, without reason, by providing the other party with thirty (30) business days' prior written notice. The termination of this Agreement shall have no effect on any Service Agreement between the Plan Sponsor and the Service Provider. However, if such Service Agreement between the Plan Sponsor and the Service Provider terminates, then this Agreement shall also terminate. This Agreement shall also automatically terminate in the event that the separate Investment Advisory Services Agreement between MFIM and the Service Provider terminates. SECTION 4. LIMITATION OF LIABILITY AND INDEMNIFICATION Limitation of Liability. MFIM MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MFIM HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, MFIM'S LIABILITY FOR ANY DAMAGES HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO (2) TIMES THE TOTAL ANNUAL FEE PAID TO MFIM ON BEHALF OF THE PLAN PURSUANT TO THE SERVICE PROVIDER'S AGREEMENT WITH MFIM FOR THE CALENDAR YEAR IMMEDIATELY PRECEDING THE RELEVANT CLAIM (OR, IF THE RELEVANT CLAIM ARISES IN THE FIRST YEAR OF THE AGREEMENT, FOR THE FIRST YEAR). THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. ERISA AND FEDERAL AND STATE SECURITIES LAWS IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON PERSONS WHO ACT IN GOOD FAITH, AND THEREFORE NOTHING HEREIN SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS WHICH THE PLAN, PLAN PARTICIPANT OR PLAN SPONSOR OTHERWISE MAY HAVE UNDER ERISA OR ANY SECURITIES LAW. Acts of Others. Except as provided by ERISA and this Agreement, MFIM will not be liable for the acts or omissions of any other person in respect of the Plan and its Participants, including, but not limited to, any acts or omissions of the Plan Sponsor or the Service Provider. Force Majeure. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any act of God, or any government or any governmental body, acts of the 12.1 09 5 Mesirow Financial Confidential Information common enemy, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such party. Indemnity by the Plan Sponsor. The Plan Sponsor will indemnify, defend and hold MFIM and its affiliates, members, directors, officers, shareholders, employees, representatives, agents, attorneys, successors and assigns (collectively, the "Mesirow Indemnified Parties") harmless from and against any and all claims, liabilities, obligations, judgments, causes of action, costs and expenses (including reasonable attomeys' fees) ("Losses") arising from, out of or related to the Services or the Mesirow Indemnified Parties' performance hereunder; provided, however, that the Plan Sponsor will not be liable to indemnify, defend and hold any Mesirow Indemnified Party harmless to the extent such Losses arise directly from MFIM's (i) material breach of an obligation of MF1M under this Agreement that has a material adverse effect on the Plan or MFIM's ability to perform the Services hereunder, (ii) gross negligence or willful misconduct in connection with the performance of Services hereunder, or (iii) breach of its ERISA fiduciary duties in connection with the performance of Services hereunder. Indemnity by MFIM. MFIM will, without regard to the limitation of liability specified above in this Section 4, indemnify, defend and hold the Plan Sponsor and its affiliates, members, directors, officers, shareholders, employees, representatives, agents, attorneys, successors and assigns (collectively, the "Plan Sponsor Indemnified Parties") harmless from and against any and all Losses (as defined in the immediately preceding paragraph) solely to the extent such Losses arise directly fi.om MFIM's (i) material breach of an obligation of MFIM under this agreement that has a material adverse effect on the Plan or MFIM's ability to perform the Services hereunder, (ii) gross negligence or willful misconduct in connection with the performance of Services hereunder; or (iii) breach of its ERISA fiduciary duties in connection with the performance of Services hereunder. SECTION 5. GENERAL PROVISIONS Form ADV. MFIM is registered as an investment adviser under applicable federal law. Part II of MFIM's Form ADV contains additional information regarding MFIM and its services. A copy of MFIM's Form ADV Part 11 has been distributed to the Service Provider and the Service Provider has agreed to deliver this document to the Plan Sponsor prior to signature of this Agreement. The Plan Sponsor's signature hereunder acknowledges receipt of MFIM's Form ADV Part 11. Dispute Resolution. Except in the event that injunctive relief is being sought, any dispute arising out of or related to the Agreement that is not settled promptly in the ordinary course of business or through senior management negotiations, shall be resolved through mandatory binding arbitration consistent with the terms of Paragraph C in this Section 5. Binding Arbitration. Except in the event that injunctive relief is being sought, any controversy or claim arising out of or relating to the Agreement for the breach hereof which cannot be settled by the parties pursuant to Paragraph B in this Section 5, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration 12.1.09 6 Mesirow Financial Confidential Informalion Association ("AAA") as set forth herein. The parties shall endeavor to appoint a single arbitrator, and failing that, each party may select an arbitrator with knowledge of the types of Services provided for under this Agreement. Selection shall be completed within twenty (20) days of the receipt of a demand for arbitration. If either party fails to select an arbitrator within such twenty (20) day period, the one selected shall act as sole arbitrator. If two arbitrators have been selected, the two arbitrators selected shall select a third within fifteen (15) days after their selection. If they fail to do so, the third arbitrator shall be selected by the AAA. The arbitrators shall set a date of hearing no later than sixty (60) days from the date all arbitrators have been selected and shall enter a decision within thirty (30) day of the end of the proceeding. The arbitration proceeding shall take place in Chicago, Illinois. The award of any arbitration shall be final, conclusive, and binding on the parties hereto. The arbitrators may award any legal or equitable remedy. The arbitration award shall include an award of reasonable attorneys' fees to the prevailing party. Judgment upon any arbitration award may be entered and enfomed in any court of competent jurisdiction. Captions Not Determinative. Titles and section headings herein are for convenient reference only and am not part of this Agreement. Independent Contractors. MFIM and the Plan Sponsor are independent contractors to one another. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between both parties. Notice. All notices, including notices of address changes, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by registered or certified mail, postage prepaid to the appropriate address below: With respect to any service or process or legal notice: Mesirow Financial Investment Management, Inc. 350 N. Clark Street Chicago, IL 60654 Attn: Investment Strategies Group Including a copy to MFIM General Counsel at: Mesirow Financial 321 N. Clark Street Chicago, IL 60654 ATTN: General Counsel With respect to address changes, customer service, and notice of termination: Regular Mail Hartford Life Retirement Plans Group P.O. Box 1583 Hartford, CT 06101-8913 12 1.09 7 Mcsirow Financial Confidential lnformalion Attn: Service Center With respect to notice to the Plan Sponsor: The address and individual identified in the Exhibit A. Severability. In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to be enforceable, in a manner which reflects, as nearly as possible, the intent, and economic effect of the invalid provision in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Modification. No representation or promise hereafter made, nor any modification or amendment of this Agreement shall be binding unless in writing and executed by duly authorized agents of both parties. Counterparts. This Agreement must be executed with the signature of the Plan Sponsor and MFIM and shall be deemed binding for all purposes hereofi This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all counterparts, together, constitute only one Agreement. Assignment. Neither party may assign this Agreement nor any of the rights or obligations granted hereunder without the other party's prior written consent. Governing Law. Except to the extent preempted by Federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to its conflicts of law principles. ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, INCLUDING ARBITRATION PROCEEDINGS, SHALL BE SO GOVERNED AND SHALL BE INSTITUTED IN COOK COUNTY, ILLINOIS, U.S.A. THE PARTIES HEREBY AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE 1S PROPER IN COOK COUNTY, ILLINOIS FOR ANY ACTION OR PROCEEDING. Survival. The terms of Section 2, Fees and Payment of Fees; Section 3, Term and Termination; Section 4, Limitation of Liability and Indemnification; and Section 5, General Provisions shall survive the expiration or termination of this Agreement. Authority. The person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. Entire Agreement. Any Exhibit to this Agreement is hereby incorporated into and forms a part of this Agreement. This Agreement, and any Exhibit hereto, constitutes the complete agreement between the parties and supersedes all previous or contemporaneous agreements, proposals, marketing materials, understandings, and representations, written or oral, with respect to the subject matter addressed herein. The "Background" included at the beginning of this 12 1 09 8 Mesirow Financial Confidential Information Agreement are hereby incorporated into this Agreement by this reference thereto. Limitation. Nothing in this Agreement shall limit any rights the Plan Sponsor may have under applicable securities laws. SECTION 6. ACKNOWLEDGEMENT, ACCEPTANCE AND AGREEMENTS Notwithstanding the Services provided under this Agreement, the Plan Sponsor acknowledges, understands, and agrees that: MFIM has not provided assistance or exercised any discretion or authority, and will not provide assistance or exemise any discretion or authority, with respect to the Plan Sponsor's selection of Hartford Life Insurance Company as the Service Provider or the investment options made available by the Service Provider. MFIM is responsible only for providing the Plan Sponsor with the Services specifically set forth in this Agreement and not any other services. MFIM has no authority or responsibility with respect to: (i) the implementation of the Elite List by the Plan Sponsor; (ii) the Service Provider's selection, monitoring, retention, or termination of asset classes or investment options available through the Service Provider's plan recordkeeping system; (iii) the management, administration, valuation, monitoring (except for MFIM's monitoring of investment options offered by the Service Provider on its plan recordkeeping service for purposes of determining the funds on the Elite List), or custody of assets of the Plan; (iv) the execution of any transactions involving Plan assets; (v) the allocation of Plan assets among investment options; (vi) any investment decision of any nature whatsoever of the Plan Sponsor, investment manager, or other person with respect to the Plan; (vii) the performance of any investment manager; (viii) the failure of any investment manager to adhere to any of its policies and procedures governing investments; (ix) any change in value in any or all of the Plan's assets; or (x) any suitability determinations. Neither MFIM nor the Service Provider shall have any discretionary authority for the selection of the funds offered under the Plan, and the Plan Sponsor shall retain all discretionary authority for determining the Plan's investment options. The Plan Sponsor shall select and maintain, at a minimum, an investment option from and in each of the five Core Asset Classes on the applicable Elite List or this Agreement shall terminate immediately in accordance with Section 1. It is solely the responsibility of the Plan Sponsor to select and retain the Service Provider and to determine the appropriate mix and number of asset classes and investment funds to be made available under the Plan (for example, choosing the appropriate Elite List for the Plan). 12 1.09 9 Mesirow Financial Confidential Information MFIM is not a corporate affiliate of the Service Provider. MFIM provides consulting and other services to the Service Provider, for delivery to the Plan Sponsor, with respect to various matters, including the development of the Elite Lists and certain other services provided by the Service Provider. MFIM receives compensation from the Service Provider for such services, in addition to any compensation that may be paid under this Agreement and similar agreements with other plans. MFIM or its affiliates also place property or casualty insurance, annuities or life insurance issued by the Service Provider or its affiliates. In some cases MFIM or its affiliate may be compensated for such placement by the Service Provider or its affiliates; in other cases, MFIM or its affiliates may be compensated by the purchaser. If during the term of this Agreement, the aggregate gross annual income of MFIM and its affiliates derived under its consulting or other agreements with or insurance placement fees paid by the Service Provider or its affiliates (together with any other income derived by MFIM and its affiliates from or in respect of any other business relationship with the Service Provider) exceeds five percent (5%) of the aggregate gross annual income of MFIM and its affiliates, this Agreement will terminate. Neither MFIM, nor an affiliate of MFIM, shall manage any assets of a Service Provider mutual fund, collective trust fund, or other pooled investment vehicle if such management would cause the Services, the Elite Lists or such management to result in, or give rise to, a nonexempt prohibited transaction under Section 406 of ER1SA as mutually and reasonably determined by MFIM and the Service Provider. The Service Provider is not responsible for the performance of the Services by MFIM under this Agreement and is not acting as an investment adviser to the Plan or the Plan Sponsor in respect of the Services. The Service Provider has agreed to provide certain administrative and other services to facilitate the Services provided by MFIM hereunder and has no authority, responsibility or discretion with respect to the determination of the investment options under the Plan. The Service Provider is not authorized to provide any investment advice to a Plan Sponsor in connection with the Elite Lists or in any manner amend, alter, modify or supplement the Services provided by MF1M hereunder. MFIM's performance under this Agreement is conditioned upon its receipt of those services by the Service Provider. Except for the administrative and other services which the Service Provider provides in order to facilitate MFIM's Services under this Agreement, the rights, duties and responsibilities of the Service Provider are determined solely under the Service Agreement. In performing the Services, MFIM is not required to take into account, and will not have taken into account, any company stock fund, self-directed brokerage option, or any other investment options outside of the standard investment options offered by the Service Provider through its recordkeeping system. MFIM will not have any responsibility with respect to such company stock, self-directed brokerage option, or other non-standard investment options, and all decisions or actions with regard to such options shall be the sole responsibility of the Plan Sponsor. Services provided under this Agreement do not guarantee investment results which are better than those which could be obtained without the Services and do not otherwise guarantee future results. Services performed hereunder by MFIM will be based upon the information provided to MF1M by the Service Provider and the Plan Sponsor, including, but not limited to, financial and other information relating to the investment options available under the Plan, and any Service Provider-imposed ratio requirements for any particular type of investment options to be included under the Plan. The Plan Sponsor agrees to review, at least annually, the demographic of the Plan or other information necessary to determine the appropriateness of the Elite List chosen and make changes as necessary. For purposes of this Agreement, the Service Provider may (but is not required to) give the same effect to a telephonic instruction, voice recording, or any instruction received through electronic commerce from the Plan Sponsor as it gives to a written instruction, and the Service Provider's action in doing so shall be protected to the same extent as if such telephonic or electronic instruction were, in fact, a written instruction. Any instruction, notice, document, instrument or communication of any kind may be proved by original copy or reproduced copy thereof including, without limitation, a photocopy, a facsimile transmission, an electronic image or any other electronic reproduction, recorded tape, or other means acceptable to the Service Provider, as the case may be. If the Service Provider receives instructions or other information that are, in its opinion, incomplete or not clear, the Service Provider may request instructions or other information from the Plan Sponsor. Pending receipt of any such instructions or other information, the Service Provider shall not be liable to anyone for any loss resulting from any delay, action or inaction on its part. The Plan Sponsor consents to the Service Provider's electronic delivery of the reports listed in Section 1.C. (MFIM's market commentary on the previous quarter and the Mesirow Financial POLICE Report (Performance, Organization, Legal, Investment Policy, Consistent Style, Expense)) by means of PDF files made available on the Interact not later than sixty (60) days atier the end of each calendar quarter. The quarterly reports will be posted on the Plan Sponsor's lnternet access to the Service Provider's recordkeeping system. The Plan Sponsor agrees to review these reports on a quarterly basis in order to determine the continued appropriateness of the Plan's investments. This Agreement may be retained, to the extent permitted by applicable law, in such form or forms as the Service Provider may elect including, without limitation, electronically, without the necessity of retaining an original or written copy. This Agreement and its signatures may be proved by original copy or reproduced copy, including, without limitation, a photocopy, a facsimile transmission, an electronic image or any other electronic. reproduction. 12 1 09 I I Mesirow Financial Confidential Information Mesirow Financial Investment Management, Inc. Agreement EXHIBIT A Effective Date: Plan: The Plan Sponsor acknowledges having received, reviewed and selected the Plan's investments from the investment option selection menu. 1N WITNESS WHEREOF, the parties have entered into this Agreement, and will be legally bound by it, as of the Effective Date; provided, however, that this Agreement shall not become so binding on MF1M unless and until a copy hereof executed by the Plan Sponsor is submitted to MFIM. Plan Sponsor Name: /.~/ ~LL)~~, ID'-~~- :(3{~ Title: Date: 12.1.09 12 Mesirow Financial Confidential lnfom~at/on Mesirow Financial Investment Management, Inc. By: Name: Michael Annin Title: Managing Director Date: CH199 5057873-1.002227.0018 1036596_1 12 1.09 13 Mesirow Financial Confidemial Information Page 1 of 1 Krauza, Lynne From: Cushman, John Sent: Tuesday, February 01, 2011 10:35 AM To: CSEA; Russell, Scott; Vincent Odando; t.skabry@gmail.com; jw79@optonline.net Subject: Town Deferred Compensation Plan Attachments: 4Q09 FA POLICE Report Insurance Revised.pdf; GAIS-MFIM-METHOD.pdf Dear Town of Southold Deferred Compensation Committee Member, The Town's Deferred Compensation Plan administrator, The Hartford, has offered Mesirow Financial Investment Management Services to periodically monitor our Deferred Compensation Plan investment offerings and make recommendations for periodic changes from time to time at no cost to the Plan or the Town. A description of Mesirow services is in included in the enclosed attachment GAIS-MFIM-METHOD. Their 12/31/09 "POLICE" report is the other attachment, which is long and boring, but provides some insight on their work. I believe that it is in the best interest of our Plan participants and the Town to implement these services as soon as possible. However, if you think we should meet to discuss this, please let me know. Of course, if you agree that we should simply proceed, please let me know that as well. In the event that I do not hear from you by February 10, 2011, I will proceed with the implementation of these services. Thanks. John Cushman 2/11/2011 The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 All information is through 1213112009 the plan sp0nso~:lhte~et Site and financial pr0fessi0dals can acCess these decuments by logging in at ha~ordinveStor;c0m (registration is reqd[red), Once on the refi~emefit seCtien of the sitel selec~ from one Of our programs to access the Mesirow documents, Elite List f~nds are routinely monitored for Performance, organizational changes~ legal issues, investment policy, Consistent Style and expenses. The following Mesirow Financial POLICE Repert prov des an overv ew of the qua itative and quant t~tive eva uat on of a funds on the Ete L st that have not me a of the m n mum cdteda as of th s quarter, SUMMARY AllianceBernstein 2000 Retirement Strategy PASS ; P/~SS FAIL PASS AllianceBernstein 2005 Retirement Strategy , ~, PASS,~ '~[' ........... : PASS FAIL PASS Allianc~Bernstein 2010 Retirement Strategy PASS FAIL PASS AllianceBernstein 2015 Retirement Strategy .;: PASS pA~ FAIL ; PASS Allian~Bernstein 2020 Retirement Strategy PASS ¢ ~SS FAIL PASS Allian~Bernstein 2025 Retirement Strategy PASS ~; FAIL PASS Allian~Bernstein 2030 Retirement Strategy PASS FAIL i ; ;;PASS;:¢; ;: PASS F~J~:~¢ :~ ; ';~ FAIL PASS Allian~Bemstein Gro~h* PASS (*;J ;~S~; ;,r r f(¢ r i r i PASS ~. :!~;; FAIL Allian~Bernstein International Growth ;:~ :;;;;! F~B¢;~ {¢¢; PASS { ;~A~ ;;! PASS ;;'* :" : Allianz CCM Mid Cap* PASS ~ PASS PASS Ameri~n Centu~ Income & Gro~h* ¢~ :: ~ :,¢~ ¢:, PASS ; PASS , PASS Amed~n Centuw Large Company Value* PASS PASS ~S ~; PASS ,Ameri~n Centu~ Real Estate* PASS ~ ~,, PASS ?~ PASS ~meri~n Centu~ Ultra* ¢¢* ¢¢~8 ~¢~ ¢. FAIL PASS BlackRocklnternationalOppodunities ;: ~&SS:: t/: ; PASS ;;;pA~;; FAIL ;:;;;; ¢:¢:BASS;;}(*;; /;; PASS 91ackRock Large Cap Core* PASS PASS : ,;'"~SS '; /:: PASS BlackRock Scien~ & Technology Opp* : BA$~ PASS PA~ PASS ' FAI~ PASS BlackRock Small/Mid-Cap Gro~h* ~A~' ' ,, , FAIL PA~ PASS PASS *Not available for selection on platform and only apply to plans with existing assets in these investments. Mes row R nanc a The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 SUMMARY Columbia MarsJco Growth FAIL (pASS PASS · PASS PASS Dodge & Cox Balanced* PASS PA~ PASS PASS ~ PASS Dodge & Cox Stock* ~, :i EAl~;z~;~:~h; PASS PA~' PASS ,~:: ;~ PASS )omini Social Equity* FAIL ,~, :: ~ PASS ~ ~Cp~ ~ PASS ~ ~,~ ~ FAIL FAIL PASS DWS Global Thematic FAIL ~ ~A~ ~ PASS PASS DWS Strategic Value* ~¢'~¢~/~¢~;*~ ¢¢;: ;~¢ FAIL FAIL PASS ~,~ ,,, PASS Federated Mid Cap Gro~h Strategies' Z: ;~dsfB~$~; ' :c FAlL ~S [ PASS ,; +~:;¢'; ;;; p~ ; ;/;. PASS Fidelity Advisor Gro~h & Income* PASS ~:P~ ~; PASS * ; ,, B~**,:* , , PASS Fidelity Advisor Value Strategies* PASS ; ;PASS ; PASS PASS Ha~ord Global Health PASS *~A~ PASS PASS Janus Contrarian* ;~¢~ ~:27¢ ~A~ ~¢ FAIL :¢ ~$~ PASS PASS Janus Enterprise* , r ~ ~:~ ~¢ ~ ~;, FAIL PASS ,.,,,.,, . ;PAS~ ~ PASS Janus Fo~y ~ ~t~E ~72 ~ ¢~;~ FAIL [/~; PASS PASS ,~;¢ ,,.. ~ PASS PASS ~ ,,;.,~ ~ ~ ~ ,7~¢~ FAIL PASS ~";~%:A ~;. ~;J ;; ~, PASS Janus* ~,~/~ ~<Z~¢~; FAIL PA~8;, PASS ;,;¢ ¢;~¢PA~¢~;: PASS Legg Mason Padners Global High Yield Bond* ~ ~ J~ ~7- FAIL PASS Lord Abbett A~liated FAIL ~; ;: PA~¢' PASS ?, ;~,:~, ~: PASS i ~A~ j PASS PASS MFS International Gro~h ~:;; P~t ;¢CF;,~, FAIL II ;~;;;(~i ~ PASS : , i ~SS PASS *Not available for selection on platform and only apply to plans with existing assets in these investments Mes tow Financial The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 SUMMARY Mutual Quest* p~$~ FAIL ~A$$ PASS PASS Oakmark International Small-Cap* ...... ::; ~ ......... ~i~i: ;. FAIL ; ~AS~'I :; PASS l! PASS Oppenheimer Capital Appreciation* {: :~¢A~!l~;; ;; PASS :;; 'P~,' 8;. PASS PASS Oppenheimer Main St Oppodundy ; FAIL ~ ;4; FAIL . . ~. PASS Oppenheimer Strat Income , ~ ¢; ;.ii FAIL .:¢¢ ~[:.¢ PASS : ~A~ ; PASS FAIL FAIL ~A~ ; PASS 3ioneer Emerging Markets "' F/ :. ';"~. PASS .. ~.; PASS FAIL PASS Total Return Advantage)* FAIL ;:¢;~¢¢ ¢ PASS I,,,.,¢,.~A~ ......... PASS ~utnam International Equity* PASS PASS PASS ~[verSour~ Diversified Equi~ and Income ; ;PA~;;:' ; FAIL ~ . PASS ;;;PASS:': '.~ PASS ~iverSour~ Mid Cap Value ;; ;:~ASS¢;/;' ;; ;; FAIL PASS PASS Russell LifePoints Growth Strategy ;:; PASS ¢ ~ASS PASS / ; ;.PA~; ¢; PASS Seligman Capital* FAIL ~¢¢~S; ; PASS ~S~ ¢¢ ;;; ; PASS Seli0man Global Technology FAIL ;;~. PASS ...,t~' ~$8 ', fl,* i'(l' ; PASS SSgA Dow Jones Target 2025 SL Series Fund* ::/ ;~/? ¢~{~;}~/¢~ PASS /:;~.AI~;~,~: ,~,; FAIL :t ;:;, ~: ' ~)~: PASS SSgA Dow Jones Target 2035 SL Series Fund* PASS ¢¢~: FAIL . ¢; PASS SagA Dow Jones Target 2045 SL Series Fund* ; ; ¢;P~:~: ~¢~> PASS ~A~ ~7¢;; FAIL ; ;: ;; PASS SSgA Dow Jones Target Today SL Series Fund* ;; ~A~ ; PASS : &;~AI~;[¢~ FAIL ; ;;:;; eRAS8 ; ;;¢;:. PASS .... ,p~ ..... FA~L SSgA Russell 2000 Index SL Series Fund* ~S PASS FAIL PASS SSgA S&P Mid Cap Index Non-Lending Series Fund* ~A~:; PASS ;~, ~AIL~ PASS ~ ; PASS SSgA S&P 500 Flagship SL Series Fund* PASS ;~.~ .. FAIL : ~ASS ;; PASS SSgA S&P 500* ~.~ ~*:; * PASS ~'. ~ ~ PASS ¢~A~S. PASS SSgAU.S Total Market Index SL Series Fund* PASS FAIL :U'; ~S¢ ;; ; ;;: PASS fhornburgValue ; ; PA88} ; FAIL PASS :: ;; : ~8S ; ;; PASS *Not available for selection on platform and only apply to plans with existing assets in these investments. . . escrow Rnancd The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 SUMMARY UBS Global Allocation iH iH P~S FAIL PASS PASS;; PASS UBS US Allocation* FAlL PA~ PASS ' ' A~'''~' , FA~L : ; ; P~S; ; ; FAIL Van Kampen American Value ~ ; t FAlL ,,, PAS~ PASS :P~S PASS Van Kampen Comstock :~ASS~ ;! ; FAIL ~A;S$; PASS P, AS~; PASS Van Kampen Equiiy and Income ~, ~ ;:~: , FAIL ;~ASS PASS PASS Van Kampen Growth And Income ~' ~'A~!~!~ -i~:, FAIL PASS ;P~!? ;~:~: PASS Van Kampen International Growth FAIL PASS P.~SS ~ PASS Van Kampen Mid Cap Growth ~,.'~,~, FAIL ~,A,E,S; PASS PASS Van Kampen Small Cap Growth ! ~.A~.~ PA~ PASS : F'~$; ~ PASS Van Kampen Small Cap Value ~' : FAIL pASS PASS PASS Western Asset Core Bond* ~ FAIL PA~ PASS , PASS PASS *Not available for selection on Catform and only apply to plans with existing assets in these investments. Mes tow Fmanc a The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS REMOVED FROM POLICE REPORT THIS QUARTER AI§er MidCap Growth Institutional' Performance Dec 08 Removed from Mesirow Financial POLICE ' ~A~ Of~!~ ~ Report due to performance improvement ~ ~ for three consecutive quarters. Davis New York Venture [~'t~¢~ ~ Performance 4~ ~ ~t~J~ ~ttl at-~ Mar-09 Removed from Mesirow Financial POLICE ~a~f~e;~l~g ~ Repod due to pedorman~ improvement ~ ~e~i~ ~!~a~ ~ ~ for three ~nsecutive qua~ers DWS Global lhematic ~e~orman~ Mar~O~ 8emevaO from Mosiro~ Fi~ascial ~OUC~ ~;~ ~ ~n~ Repo~ due to pedorman~ improvement ~1 ~ for three consecutive Remains on he Uesirow Financial POLICE Repod for Fide~i~ Advisor Dynamic Cap 6~ Pe~orman~ ~t~ ~!~;~[a~k te~ ~ Mar-09 ~emoved from Mesirow F~nanc~al POLICE l~ ~ ~:~1 ~epod due to pedorman~ improvement ~', ~ ~,~, ~*~' ~,~AI~ ~ ~ 'or three ~nsecutive qua~ers Janus Growth & Income' ~ Peflorman~ ~ ~f~ ~t!~ ~;~o~;~?at; Dec 08 Removed from Uesirow Financial POLICE ~:~;: ;~ ¢~ ~ ~3~f:~oi Repod due to pedorman~ improvement *Not available for selection on platform and only apply to plans with existing assets in these investments Mes tow F nancm The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS REMOVED FROM POLICE REPORT THIS QUARTER Legg Mason Partners Global High Yield H!gt~ ~ie~l ~0® Performance 4th;quartile rar~E relative to ~tego~ 0n a[ Dec 08 Removed from Mesirow Financial POLICE Bond ~ ~3 ~Sf;~ ~ii~ ~ Report due to peflo~an~ improvement ~, ~. ;:~ ~ ~~¢~ ~ ~. ~ for three ~nsecutive quaders. Remains on ~;~: ~ ~¢ ~ g~ the Mesirow Financial POLICE Repo~ for PIMCO Real Return !A~M~fo~ B~ PeRorman~ ~kCml~;~ at Dec-08 Removed from Uesirow Financial POLICE ', ,.~ ~ .-- ~ ~ -~ ~ Repo~duetopefforman~mprovement ~a ~ ~;~ ~ ~ ~'~ 3~ for three conse~tive qua~ers. ~e~t~ ~ ~d~ ~epod due to pedorman~ improvement , ¢~;~ ¢,.; ~:~aa~;~ ;~ :~ :or three consecutive quaders Remains on ~- -~ ~'~','~%~ ~ t~i~ ;. he Mesirow Financial POLICE Repo~ for *Not available for selection on platform and only apply to plans with existing assets in these investments Mes tow F nanc al The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS ADDED TO POLICE REPORT THIS QUARTER AIM Leisure* Co~er; Performance 4thquartile rar~krelati~tbcateg0ry0~;~tleaSt3oUt Dec-09 Monitor for performance ~:1 :q~ ~i~ ~? !O~ph~ improvements over three conseoutiw ?! ¢..;. ~ , ¢ uarters since date added. AllianceBernstein 2000 Retirement ~!~[~f~)Ot~O~~ Investment Policy Dec-09 Monitor performance and strategy ........ ;,, ..,,,.¢' ............ ,.,~, ~I~ i¢~;~;~r~L 9ve, three consecutive quarters since AflianceBernstein 2005 Retirement ~'g~ ¢;( Investment Policy ~'~i~.~ Dec-09 Monitor performance and strategy ~,llianceBernstein 2010 Retirement ~e~t~itei~200~'3-r2~l I nve s t m e n t P oli cy Effete A~2~! ,, ~ ia~i~ce~te, r~ ~ ~¢dr:a Dec-09 Monitor pedorman~ and strategy Strategy ~ ~ ~ ~(~ over three consecutive quaders sinc( date added ~llian~Bernstein 2015 Retirement T~g~!~ef~r201~; *vestment Policy Dec 09 Monitor pedorman~ and strategy Allian~Bernstein 2020 Retirement ~er~l;D~l!~8:~20 Investment Policy iE~ive~¢P¢!~0~;~!i~m~;~l:~d;~;:; ;: ;:;1 Dec-09 Monitor pedorman~ and strategy Strategy ¢~~t~;~;~¢f~,t over three consecutive quaders sin~ Allian~Bemstei* 2025 Retirement T~¢¢2~¢20~;Investment Policy [~VeAp~l~;~li~Be~tei~iO;a~;;;; ;;i;;:: Dec-09 Monitor pefforman~ and strategy Allian~eernstein 2030 Retirement ~ investment Policy ~e Dec-09 Monitor pedormance and strategy ~ (~ t,: over three consecutive qua~ers since Strategy ~ ~ ' '*' >* Allian~Bernstein 2035 Retirement ~¢¢ ~;~ Investment Poli~ ~¢;:~!~ei~Wl![~d~;a:,;:;:;; Dec-09 Monitor pedorman~ and strategy Strategy , ,¢.,¢.,,, ~ ~0; ¢; over three consecutive qua~ers since 'Not available for selection on platform and only apply to plans with existing assets in these investments. eSlr0W I-inarlClal The Hartford Fiduciary AssureTM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS ADDED TO POLICE REPORT THIS QUARTER AllianceBernstein 2040 Retirement 'Fargel Date 2036-2040 Investment Policy Effective Apd! 20101AllianceBer~tein Will edda Dec 09 Monitor pedormance and strategy Strategy Vo!atility M~ ~i0 ~!~ Rel!mrnertt over three consecutive quarters since date added. AllianceBernstein 2045 Retirement ~tge'{?~ 2~5 Investment Policy Dec 09 Monitor performance and strategy Strategy ~01~ M~fJ~ :;~i~;~ ~t!~r~ent over three consecutive quarters since American CentuP/Income & Growth* bafg&V&i~ ;/; ;;;, Per[ormance 4th;~da~;~re!a~tS~ge~e~aHeast ~ctut Dec 09 Monitor for pe¢ormance three BlackRock Government tn~me* Organization ~ ~J~¢;~2~ ~O~¢¢~ ~¢~!8~ ;; ;;; Dec-09 Monitor pedorman~ and strategy B~ ~ ~~;d{ over three consecutive quaders ,, ¢ ,~:, :, ,., date added ~e~;~e;~ ~; Investment Policy BlackRock International Oppodunities Eff~;~ ~;;;'2~ ;~!~:~:~g~ Dec-09 Monitor pedorman~ and strategy ~ ~¢;~,~ ~e(¢ *~eX ~¢ over three consecutive qua~ers since ~ CM~r~8~ ~!! ~*~;~ t0 t~e: date added 31ackRock Mid Cap Value Mi~p(;V~I~?:; i; Drganization Dec-09 Monitor pedormance and strategy BlackRock Scien~ & Technology Opp* Consistency ~'fS~;a~B~ d~ofiS~g[~ ~gh ~ to Dec-09 Monitor pedorman~ and peer Columbia Marsi~ Growth ~a~ : Organization ; Dec-09 ~onitor pefforman~ and strategy *Not available for selection o~ platform and only apply to plans with existing assets in these investments, ,.. .. 8Slr0W I-irial~Clal The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS ADDED TO POLICE REPORT THIS QUARTER : date added ~Federated Mid Cap Gro~h Strategies* Mid.ap G~h Organization Effe~ ~e~be~20~ ~am~G~ste~ Dec 09 Monitor pedorman~ and strategy ',; ~i~O~¢~i~ ~a~; ~]e~S over three consecutive qua~ers sin~ ~,~[, date added Goldman Sachs Government Income ~8~e';; ;;; ;;: Consistency ~ ¢~d dO~;~0t de~s~t~;~gh eXp~ to Dec-09 Monitorpedorman~andpeer ;; ;;;: groupmgoverthree~nsecutive ,Ha~ord Total Return Bond ~ed~;Te~: ; Organization Eff~er;i 2~9¢,j~eph~and : Dec-09 Mon~torpedorman~andstrategy 4a~ord Value Oppodunities HLS* Ea~;V~: :; ;!::;; Organization E~i~ ¢~;~!~;~i~ fur~ ~ i~t0 Dec 09 Monitor pedorman~ and strategy 4a~ord Value Oppodunities* Drganization ;E~ ~9;~0 ~e~e~i~to;; Dec-09 Monitor pedorman~ and strategy IwScJen~&Technology ~¢~;,;¢ ;[;;;;': Consistency :~:~];~~¢~ : Dec-09 ~onitorpedorman~andpeer MFS International Gro~h (~;~; Drganization ~;~;~a;2O~0 ;D~:~o~ltel~;; Dec-09 Monitor pedorman~ and strategy , , , ..... ,, , *Not available for selection on platform and only apply to plans with existing assets in these investments. eslrow i-irlarlClal The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS ADDED TO POLICE REPORT THIS QUARTER ~r~-~ ~ F~Bi~ ~i~;~ ~ date added. Mutual Quest* W~StO~ ;;;;;: :[; ,Organization E~e:~?47~9,(~;~efi~;~ ,,;;¢ Dec-09 Monitor pedorman~ and strategy ~~ ~;~{~;~b~e;i ;;;; ;; over three consecutive qua~ers sin~ ~i~¢a~ ~ ;~ ~ ~w ~e date added. PIMCO High Yield* ~Yi~ ~::: nvestment Policy E~i~b~20~}t~:~n~p:~: Dec 09 Monitor pedormance and strategy ~ ~}~ ~ ~a ~ ~ ~ver three consecutive qua~ers sinc~ ~ ~ ~ tO [~ ~ ~ date added. >NC Total Return Advantage (previously I~e~dl~Te~ ;;;; Drganization E~;~m~20~ ~a~efB~n 8u~a;n~ Dec-09 Monitor peRorman~ and strategy qamed AIlegiant TotaI Return Advantage)* !¢~ ~e~ ~ ~a; ~0;~S~,~i~ :; over three consecutive quaders sine( ;, ~ ~ ~,;~;~J ~e~; date added. ~iverSour~ Diversified Equity and ~rge;Val~ ; Organization Eff~e;D~er2~ W~$~ ~ Dec-09 Menitorpedorman~andstrategy ~ over three consecutive qua~ers sin~ RiverSour~ Mid Cap Va~ue ~!~ ~B~;;;;; ;:; Organization ~l~;p~ ~;;;~ S~; e~;!~fl0: Dec-09 Monitor pe~orman~ and strategy ~n~2~0,;;i~ ~ ~i~ag~/oTth~: ;;;;:, over three consecutive qua~ers s,n~ *Not available for selection on platform and only apply to plans with existing assets in these investments .. ., 8SlrOW I'1 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS ADDED TO POLICE REPORT THIS QUARTER Seligman Capital* Monitor performance and strategy over three consecutive quarters since date added. *Not available for selection on platform and only apply to plans with existing assets in these investments Mes row Financial The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT ArM Leisure* ~sum~ Pedormance ~th qua~i~ ra~ relat~ to ~teg0~ on at least 3 ~t Dec 09 M9mtor for pedorman~ ~ ~ ~ ~te~ ~!~~ ,mp~ovements over three consecutive uaders sin~ date added AIM Leisure* 6~J~; ;;; ~:;¢:;;:' Organization ~,¢~¢~ ~g:~;(¢; Jun-09 Monitor pedorman~ and strategy I *,"~ *~, ~¢~ t~~e~ over three consecutive qua~ers sin~ ~; ~ ~ ¢/~ ~; date added Allia*~Bernstein 2000 Retirement i~ar~(:p~[~:~¢~o~o Investment Policy E~e~2~0;~Nl~t~i~ad~a::;;;: ,[ Dec-09 Monitor pedorman~ and strategy ¢~:~~t,t~SG~/~b~ over three consecutive quarters since ~;~ ~ ~ ~ 2~ ~e~ ¢~ date added Affian~Bemstein 2005 Retirement [aee~Bae;~o~o Investment Policy i~!~p~!;~,;~l~i~:~i![~dd;~;; ;;: Dec-09 Monitor pedorman~ and strategy Strategy ; ; ;;[[:: ;:¢,; ; ;:¢~:;:}:: ¢~a~(~l~ ~ R~' over three consecutive qua~ers sin~ Allian~Bemstein 2010 Retirement (~rge~ate ~2~0 Investment PoLicy Effe~A~20~0,~t~ln ~i~a~¢a Dec-09 Monitor pedorman~ and strategy ; S~i~t'~d~;~O to 2~ ~ ~e~dmg en date added. Allian~Bernstein2010 Retirement [a~(~0 Pedo~an~ ~8~¢~l~ti~0~y~[l~t~ Jun-09 Monitor for pedorma~ce Strategy f ' : ~ 0f~ ~O!~g~/~ ~na ~l~ba improvements over three consecutive a~R&A¢ agd~;AT~ ~ ~&~ ~a~mg ¢~ms quaders sin~ date added Allian~Bernstein 2015 Retirement [~e~te;20~20:~8 tnvestment Policy ~ffe~;~*~ 2~¢~0 ~ii~B~i~B Dec-09 Monitor pedorman~ and strategy Strategy ; ; ~;; ,,,¢/~ ¢* ~Ot i;t~ ¢~8 (;; over three consecutive quaders since Allian~Bernstein 2015 Retirement f~(~¢~&2~8 Pedormance ~e'~ ~*[~G~aSt~ Jun 09 Monitor for pedorman~ Strategy ~f;~;~~;~¢a~ ~e~S!~~ ,mprovements over three consecutiv( Allian~Bernstein 2020 Retirement f~getDate ~0~6~20 Investment Policy E~e;AP~!~2¢~F~!ta~Btli~i!! ad~ Dec-09 Monitor pedorman~ and strategy Strategy Vo~e/M~&~ ~e~?!~ ~i(R~e~nt: over three consecutive quaders sinc~ *Not available for selection on platform and only apply to plans with existing assets in these investments. Meslfow Financial The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT AllianceBemstein 2020 Retirement Tamer Date 2016-2026 -erformance 4!h quartile ra{~k re~i~ !0 category 0~ at least 3 out Jun-09 Monitor for pedorman~ Strategy 0f ~e~0~g ~Eor~B~ ~te~ Pre~i~a improvements over three consecutive Allian~Bemstein 2025 Retirement ~te20~202~ ~vestment Policy ; Dec-09 Monitor pedorman~ a~d strategy Strategy , ¢~ ~-;~¢ ~.~ ~p~ ~;~1~ R~e~ over three consecutive quaders since Strategy ~ ~t~~ ~ ~a improvements over three consecutive Allian~Bernstein 2030 Retirement ~20~2203( Investment Policy~¢ .-¢ ¢ De~09 Monitor pedorman~ and strategy Strategy ? v~Mep~d~e~[;tp;~ei~;Re6m~gt;;i over three consecu0ve quaders s,nce ~a~~sO[~ [~20~:~e~mg ~ ~ date added. Allian~Bernstein 2030 Retirement T~rget B~,2026F203( Peflormance 4~b ~ ~k ~Bt ~tO ~t~O~:en at ~a~ ~;but Jun-09 Monitor for pedorman~ ~ ' ilmprovements over three consecutive AHian~Bemstein 2035 Retirement T~e~2O3~ I~vestment Policy ~;2~ ;A!!~te~ wi~l~d~ ~ Dec-09 Monitor pedorman~ and strategy Strategy ~; ;'¢/¢ , ~b~~o~!~Mt(~~ 2ver three consecutive quaders sin~ &llian~Bernstein 2040 Retirement %~mst(~a~2~2~o; Investment Poticy ~l~ AP~ ~ia~e~t~:~ilt~:~; :;; 4 Dec 09 Monitor pedorman~ and strategy Strategy ¢O!~¢~t;~;~(~e~, over three consecutive quarters sin~ Allian~Bernstein 2040 Retirement Tet0et;:~[e26~0~0 Pedormance It~;!~[:~t~e;tb¢~t~;b~a~iAaSt3:bbt: JLtf~ 09 Mondor for pedorman~ Strategy , ~f~, ~0~ ~""~a: ~i~ m, provements over three co.seoutiv( quaders sin~ date added. *Not available for selection of~ platform and only apply to plans with existing assets Ln these investments eslrow I'1 nal'lClal The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Allian~Bernstein 2045 Retirement Ta~et Date 2~2~5 Investment Policy Effe~ive Apdl~0]O;Alli~mtei~ ~fi add Dec-09 Monitor pefforman~ and strategy Strategy ;; :;;¢ : ~a~;~t ~o~(~ ~ej¢:R~,t over three consecutive quaders sin~ date added. AllianceBernstein 2045 Retirement I~g~t Pa~e:~ ~s Peffo~an~ ~!~q~!~;;r~fl~;[~;~;O~; Jun-09 Moeitor for pefformae~ ¢ ;: ~:~¢fol~ffi¢* ~ ~a ,mprovements over three consecutive ¢;¢ ' :;; qua~ers sin~ date added Allian~Bemstein Balanced Shares* M~~ Pedormance ~fa~!~to~te¢~t:~ Sep-09 Mon[torfor pedorman~ three ~ge~G(~ ¢:;;:: ;: o Pedorman~ Expense ~[H;~r~k~i~t;~t3;o~t Mar 09 Monitor for pedorman~ ;~';¢; ~B~, ~8;~ ~ ~f~:~: : three consecutive qua~ers since date ~ ~ ~~ ~ ~ ::¢ added. Ail~a~Sernstetn International Gro~h ~n~ Pefforman~ Jun-09 Monitor for pedorman~ ~ .~._ .... ,mprovements ove~ three consecutive Allianz CCM Mid Cap* ~[e b ~ j ;:¢; ;=; Pefforman~ ~;~U~¢~;i~;~i¢~it!~t~;~[ Jun-09 Monitor for pefforman~ ~5~ ~; ~;~ ~8 ,mprove~nts over three consecutive American Centu~ Income & Gro~h* :efforman~ ~([~~[~g~;~ ~, Dec-09 ~onitor for pefforman~ *~ ~ , % ~ ~ ~;:~¢~JO~ mp~ovements over three consecutiw ¢,', , G~S~'~ ce~., ua~ers si~ date added. Ameri~n CentuW Large Company Value* bi]~i~ ;;; ;?;; ; Pefforman~ ~tb~u~r~E~!~to~;at!¢~S~~ Sep 09 Monitor for pefforman~ ; ;;;7 ¢;::; ~ ;: ~th~;~0~te~:?¢e~i~ mprovements over three consecutiv~ :¢::¢:r "~ ~'~" ~-'~ ~ ~"~-~',- -:¢"~ -'" ' - uaders since date added &meri~n CentuW Real Estate* R~&I~; ;,¢: Performance ~ ~,fG~;f~!a~;~;at!~;~t Jun-09 Monitor for performance ~. ~ ~j~ ?~S~;~.a ;~t~i~ ,mprovements over three consecutiv~ 'Not available for selection on platform and only apply to plans with existing assets in these investments 8SlrOW i-irtorlOlal The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT American Centu~ Ultra* Large Gro~h Organization Effe~ive De~be~20~8~ Ma~age~ Tom Te~o~, who Jun-09 Monitor pedormance an~ strategy over three consecutive quaAers sm~ ~ ~t~ date added Ameri~n Centu~ Vista M~h:: ;;;;: Organization E~;;~:~9;i~I~E~tO~e::~¢¢; Sap 09 Monitor performance and strategy date added. BlackRock Government Income" I~iite ;i:;; ]; ; Peflormance ~;fa~(~a[~ to ~!~:!f;l~[ a~' Jufl-09 :Monitor for pefforman~ ~[~:~ ~il~O~eda ;~s!¢~ improvements over three consecutive ; uaders sin~ date added BlackRockGovernmentlncome* IR~; ;?; ; ; Organization Dec09 Monitor pefforman~ and strategy BlackRock International Oppodunities Fo~(~;~:;;; Investment Policy Effe~e~a~:$;20~;~'i; ~ i: iii i ;~ ~ Dec-09 Monitor pedorman~ and strategy :;* ¢,¢ ~- ¢ ~om ~¢~&~G~-~o~M~e~i~x~ ~ver three consecutive qua~ers s~nc6 ~ ~{~;~8 ~ ~ date added. BlaokRook Large Cap Core' , -,, ~edorman~ ~ ~;~ ~t;¢ Sap-09 Monitor for pedorman~ ,;, ,;~1~J ?¢:¢/%¢;~;~ ~ ~;~ ;~ improvements over three co*secutive ~lackRock Mid Cap Value Organization Dec-09 Monitor pedorman~ and strategy BlackRock Mid Cap Value Oppodunities Md~ B~d Organization Jun 09 Monitor pefforman~ and strategy *Not available for selection on platform and only apply to plans with existing assets in these investments. Mesltow Financial The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT 3]ackRock Science & Technology Opp* 7~Ct-trl~le~y Consistency TI~iS fund does not deme~Strate eneugh exposure to Dec 09 ~onqor peflormance and peer ; ;;; ;;;;; ~e;~g~ ~iS};:. ~roupln9 over three consecutive BtackRock Small Cap Growth II Organiza on ~ffe~i~;~p~l 2~ 280~ ~i~Wa~¢ d~Q~s Jun-09 :Monitor pedorman~ and strategy ~ ~ ~![¢¢p:~ !~ ;~W ,over three consecutive quaders ,in~ ; ¢ date added BlackRock Small/Mid-Cap Gro~h* Organization E, Jun-09 I Monitor pe~orman~ and strategy :l~e~ ~¢~e~g~ T~ )var three consecutive quaders sin~ ~8~ ~ ~ ~ ~ate added CofumbiaMarsicoGrowth Pedorman~ ~tb~a~i~¢a~~;~b~l~;~l; Mar-09!Monitorforpedorman~ ; :;, ~;~:~;~"~g~0¢~;~;~¢~[0~ mprovements over three consecutive ; ; ,; **, ; ;~ -- - uaders since date added. Columbia Marsico Growth E~e~ Organization Effe~i~ Ob; Dec-09 Monitor pedorman~ and strategy ~a~e~;of [~ ~; ~i~ ~ ~ge~;~ )var three consecut,ve quaders since Dodge & Cox Balan~d* M~b~t~[!~ [; =edorman~ ~i~¢i~ r~e;~t~;it,e~tC;~: Mar-09 Monitor for pefforman~ Of~ ~ ~ ~g ~ ~¢!~ mprovements over three consecutive ~ *' ' ~ ua~erssin~dateadded ,Dodge & Cox Stock* ~t¢~¢~a~;¢~, > ~edorman~ ~hq~;~a~[feai~tOi~0~t~tC:,~ ;! Dec-08 Monitor for pedorman~ ,¢*r~ ,,. .......... '*~ ...... ~f ~ ~ ~b~(,er~o~ mprovements over three consecutive ,~.~-.,,.~.; ................ ~¢;R uaners sin~ date added. 3omini Sociat Equity* ~,~;,; Organization Jura09 Monftor pedormance and strategy *Not available for selection on platform and only apply to plans with existing assets in these investments Mes row Financial The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT DWS Capital Growth Larg~ Gmwth : Organization Eff'ec~ive DeCember2009, ThOmas Hynes replaCed Jun-09 Monitor performance and strategy ~ ~{~a~ ~ ~ Effective Over three consecutive quariers since :, ~ ~ ~L~ date added DWS Capital 6ro~h Investment Policy [~e;~Z~.~;~;.~;~[]; Jun-09 Monitor pefforman~ and strategy DWSGIobaJThematic, :~S~; Organization Dec09 Mmgtorpedorman~and DWS Strategic Value* Va~ Pedorman~ ~t~q~affi~k:~!p~!pmt~6~a~!eaCt Jun-09 Monitor for pefforman~ ~f;~ ~p~m~Am;~9~i~a mprovements over three consecutive DWS Strategic Value' ~rganizabon ~ff~ ~009;a[:~ ~'~.~ ~-~ ~ -~~J~ Jun 09 ~onitor pe~orman~ and strategy ~¢ra~m!~B.~ ae.~ P~ ~ver three consecutive quaders sinc~ DWS Strategic Value* ~g~g8 V~ :::;¢;i Investment Policy E~i~¢~J 2Q~ ~*ent ~B~:tfi~t~in a Jun 09 Monitor pedormanm and strategy ;,;, ¢,; ;.;:;;;; ~ ~J~o~$~s.:~re~[s ~ over three consecutive qua~ers sinc~ *Not available for selection on ptatform and only apply to plans with existing assets in these investments Memfow Financial The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Eaton Vance Dividend Builder' Large Blend Consistency This fund does n0(~e~o~strateenough exposuret0 Jun 09 Monitor performance and peer ;~[~b~(e ; ,;;:; ;;;;; ~rouping over three consecutive Eaton Van~ Income Fund of Boston H~Yi~B B~; ;;;;; =edorman~-- ~ .- --~ 46~ q~a~fa~[;relatBe;t~ ~t~o~bn atleast$;ou[; Jun-09 Monitor for pedorman~ *¢~;~;~ ~,~;~ ~i~¢~ mproven~nt, eve, three consecutive Evergreen International Equity ,¢~,,b~¢¢: ~edorman* ~,~qua~,,,~l,~v~;,,~t~;p[~l~A~t~e~: Jun-09 Monitorfor pedorman~ ¢~, ~ ua~ers sin~ date added. Federated Mid Cap Growth Strategies' MB~iP~M~;;; Drganization i~a~e;;~oe,~ar~e; ¢:;:: Dec-09 Monitor pedorman~ and strategy Fidelity Advisor Gro~h & income* ;[~¢;er~ Pe~ormance '~qu~l~fe~ t~0~;o~;~t!~¢~ Dec 08 Monitor for pedorman~ ;;;;:: ~¢;~;' ; ~ ~}~ ~:~ ~[~ ,mprovements over three consecutiv~ Fideli~ Advisor Value Strategies* M~C~ ~??; Pefforman~ ltb~B~[i~ ~go~:~;~a~ Dec 08 Monitor for pedorman~ ~;f0~~.~(0~~ ,mprovements over three consecutiv~ ¢ ~;~;~Gd// ~ ~ ~ ~]a~ ~.] ~, uaders sin~ date added. Goldman Sachs Government Income ]~1~8~¢i~ Consistency BIS~d~~a~8~;~:t~;;: Dec 09 Monitor pedorman~ and peer Hadford Global Health Pedorman~ ~f~B[re~o~]~t~g Jun-09 Monitor for pedorman~ ;"~ ~¢ ~ "*'~ ~ ~'f0~;~ ~:~¢;~ improvements over three consecutive ;' e , * ¢ :; ~!~p~{~,~a ~B~i~ ,mprovements over three consecutive ~}~;~ ~; qua~ers sin~ date added. ~ ~; Pe~ormance Jun-09 Monitor for pe~orman~ Ha~ord Gro~h* ~ O~h~ ~:fo~i~ ~ot~e~;~d~;~re~ha ,mprovements over three consecutive ~0~;~i~: ~"~ ~; ~ a~:~ ~ai~ ~e~ ¢ qua~ers since date added *Not available for selection on platform and only apply to plans with existing assets in these investments. M "'d..., eslrow The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Hartford Total Return Bond ritetm~at~Term; ; Organization Dec-09 Monitor performance and strategy (;h~t~ Ze~ V~el~a~' over three consecutive quarters since ~r~ Of ~?~i~J~)~ ~:T~If(OU~J'?~ date added Hartford Value Oppo~unities HLS* ~l~ Organization ~ ~¢~O~D~i~rgei~b gec-09 Monitor pe~orman~ and strategy ~ ~ :~;; ;~ :~ over three consecutive qua~ers since Ha~ord Value Oppodunities* Organization Dec 09 Monitor pedorman~ and strategy ; ~ :, over three consecutive quaders sln~ Iw Scien~ & Te~nology ,Consistency Thi~ Ca~e~ ~;de~ate~ough ~x~o~U~ to Dec 09 Monitor pedorman~ and peer ,:~ ; ,,, ~roup,ng over three consecutive Janus Aspen FoAy* Drganization E~:~y ~ ~;B~ ~ ;~¢i~Bk~ Jun-09 Monitor pedormance and strategy b~;~ A~ ~e~;~:~;W~ ; ; ~ver three consecutive quaEers s,nce Janus Balan~d* ~3~t~: ; Organization ~ h,~;~a~[~ ¢ Jun 09 Monitor pedorman~ and strategy ~¢e~;~ ~ ~;~ ,f~;;¢; over three consecutive quaders , , *Not available for selection on platform and only apply to plans with existing assets in these investments e$1row i-inallClal The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Janus Contrarian* Large Ble~ ; Drgamzation E~ive FebEua~ 1; 20~0~ Ribald M, ~i! ~kes Jun 09 Monitor peflorman~ and strategy ~T~A~ ~ ~e~ ~, ~e i~ab ~ver three consecutive qua~ers sin~ ~ : ~ate added. Janus Enterprise' 3rganization ~ff~ ~B~ !; ~ ~ ~0~ M; ~ Jun09 Monitor pe~orman~ and strategy aver three consecutive qua~ers sin~ date ~anus Fody Organization E~eb~ 2~0 ~M ~We ~ke~ Jun-09 Monitor pedorman~ and strategy ~~ ~:CO~t We!~ ~ ;; ever three consecutive qua~ers sin~ 'Not available for selection on platform and only apply to plans with existing assets in these investments. e$1row I-Irlal']Clal 20 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT : ~ date added. JanusGIobalTechnology* Te~ ~}~ ;; ~ Organization Oun-09 Monitor pedorman~ and strategy 3~(~ Tt~ ~h~ ~ ~ ~: ; over three consecutive quaders sinc~ ~ ~ ~ ~ ~.,~[ date added Janus Gro~h & Income* ~:Ee~m~ ;~;; ~O!;q; e!~ ~ ~( ;;? Jun-e9 Monitor pe~orman~ and strategy ~r~ ~ ~$ ~ ~fl~ ; ; over three consecutive quaders sinc( p~O ~:~t ~ ~;~r ~;~a~ ~ date added 'Not available for selection on platform and only apply to plans with existing assets in these investments bi '4 ,-. ., eslraw t'lnanclal The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT ~ ~ffl, ce~'~fot'tli~ ~;~; ~Je~ ' date added Janus* Organization :~:~:~ ~,~&; Jun-09 Monitor pefforman~ and strategy ~ ~ I~O,~S :*z: over three consecutive quaders since JP Morgan Small Cap Value ~Va~Ua: :% ,¢;[: Pedorman~ ~t~;~i~(~l~e~O;~b~ Ch ~t:b~t;j~t; Sap-09 Monitor for pedorman~ ;;;; ;:;:;;: ¢* s:::¢¢ ; ;; ~f~J~ ~ ~[Od~¢; improvements over three consecutive ~, ~d ~ ~ ~*, , , quaders sin~ date added. Legg Mason Pa~ners Global High Yield 4~h;Y~Bb~: :: ::* Organization [~¢~~ ;~;l~t :; Sap-09 Monitor peflorman~ and strategy Bond* :; "; ; ~e~ ;~¢8Bi~ ~ig~: ;; over three consecutive qua~ers sin~ date added *Not available for selection on platform and only apply to plans with existing assets in these investments Mes row F nancm 22 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Lord Abbett Affiliated Large Val~e Investment Policy -~ffect!ve july ~; 200~; the i~vestrilent strategy of~e Jun-09 Monitor performance and strategy over three consecutive quarfers since ~arshall Government Income' I~ate~0vem~ Consistency ff~i~ ~ ~§~;de~e ~bt~u~h ex~e,,t8 Mar 09 Monitor pefiorman~ and peer ; , 9roupi,g over tffiee consecutwe quaders since date added MFS international Gro~h ~0r~~ Organization E~da~ ~3~ ~0~0~lirepta~8; Dec 09 Monitor pedorman~ and strategy , over three consecutive qua~ers since ~ ~Fg~:~:~;fl~ ~!1t ;~: date added Discove~ Organization ~V~ ~* ~,i~}~,a~ Dec 09 Monitor pe~orman~ and strategy ~ ~~ over thr~ consecutive quaders since ~g~e ~ ~ ; date added Mutual Quest* ~¢~: ;;; ~; Organization E~i~;~2~t~;~; :; Dec 09 Monitor pedorman~ and strategy *Not available for selection on platform and only apply to plans with existing assets in these investments eslrow l-lnaflClal 23 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Oakmark International Small-Cap' FO~igr~ Small/Mid Organization Effe~ve JUrle 24 2009 Ch.,dM C a~fsno ongera Jun 09 Monitor performance and strategy ~, }~ ~.Of~.:~a~ He~Wl t'~a~ over three consecutive qua~ers since Oppenheimer Capital Appreciation* ~rg~ ~ : Pefformae~ ~ ~gt~ ~p~ m!~ to ~t~::0~ at least 3: ~ Dec-08 Monitor for pedorman~ ~f~;~'~ ~a~ e~!~ ~mprovements over three consecutive ......... quaders since date added. Oppenheimer Main St Oppo~unity IOrganization ~ff¢;M~ ~(¢~:~e;; Jun-09 Monito~ pedorman~ and strategy Oppenheimer Main St Opportunity nvestmeet Pohcy D~!~;~e}~t~ s~[:f~s¢~gjtgehew Jun-09 Monitor pedorman~ and strategy Dppenheimer Main St Small Cap Sma~;B~ ;;;! :;; 4;:27; Drganization E~;~;2~;¢~e~pp~r~e(!;M~e;s~e[:;; Jun-09 ~onitor pedorman~ and strategy ~ver three consecutive qu~ers 3ppenheimer u~i. St Sma, Ca~ ~.vestment Policy dun-09 Monitor pe¢orma.~ ,¢ ~,~~S,~t~/~a;; over three consecutive qua.ers since Dppenheimer Main Street* ~(g~eB~:;;* Organization Eff~;~;2¢Oe;;i~e ~p~eh~fcM~;; ;;; Jun-09 Monitor pe~ormance and strategy Oppenheimer Main Street* Investment Policy r~;~;e~l~;;~d~d;, : Jun-09 Monitor pedorman~ and strategy ]~8~a~SS;:;l~;O~:~ly:~ ;:: over three consecutive quaders . . date added. Oppenheimer Strat bcome ~d;;;;;; Pedormance ~th ~ ~k;~ ~i~ !~ ~!~ ~ a~ le~ ~;~;; Mar09 Monitor for pefforman~ ~ ~;~o!,~,~¢~,~;~',~S[~a ,mprovements over three consecutive qua~ers sin~ date added *Not available for selection on platform and only apply to plans with existing assets in these investments M "4,_ ., eslrow i-inal]Clal 24 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Oppenheimer Strat Income M~ltl~oi~Bond Drganization Effective ~diii2009, Kdshna Memani, Joseph Jun 09 Monitor performance and strategy gl over three consecutive quarters sinc~ s !,, ~: f~?; :~t~ date added. Perkins Mid Cap Value ~(~/~?¢~;; ; Drganization E~ F~¢a~ ~20~~ ~ ~ we~;~;; Jun-09 Monitor pe~orman~ end strategy 'r ;: '¢,¢ ,'",; ¢ ~ ~ ~;~1~* f; over three consecutive qua~ers sin~ ~ ~ ~B~ ~f~ ,: date added. PIMCO Emerging Markets Bond* Ema~[ngMa~ets: ;: 3rganization E~!~eAPfi[20~m~¢~i{~eW~g~em~!eed Jun 09 Monitor pedorman~ and strategy P~i~ ~ ~ ~ ~ ~i~;; :?; over three consecutive q udders sin~ PIMCO High Yield* ~!~~, Organization Effe~anu~0 A~J~?~ Jun 09 Monitor pedorman~ and strategy ~b~~ ~~ ;mp~ii~ ;1 over three consecutive quaders s~nce PlMCO High Yield' ~e~;;;;¢J :*;Investment Policy ~ff~i~ ~;~;~:; Dec-09 Monitor pedorman~ and strategy Pioneer Emerging Markets ~e~;~e~?Pedorman~ !t~;~pa~k~lmi~;~:~;~l;l¢!st;;3~;; Jun-O9 Monitor for pedormance ~f~ ~~,~ ~¢~; ,mprovements over three consecutive ;~; ~;~, ~ ¢}~¢f ~: ~i~ ~2;~ quaders s~n~ date added 'Not available for selection on platform and only apply to plans with existing assets in these investments eslrow I-inarlCl tl 25 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Pioneer Equity In.me E~M~; **'~2~' ., Pe~ormance,~; ~.~-¢.~2 ~Ua~~ ~1~~ ~¢ ~ Sap-OB Monitor for peRorman~ ,.~., u~,e. ~.~.~ ~-~ ~ m, provements over three consecutive PNC Large Cap Gro~h (previously Pedormance ~thqua~AreBE~t~t~6~f;leas[;3:~t;;~ Jun-09 Monitor for pe~ormance named Allegiant Large Cap Growth)* , 0f ~;~;f0~'~:~6~ ~ ;~8 m~provements over three consecutive PNC Large Cap Gro~h (previously Organization Effe~e!~b~¢2~e; ~agerD~gR0~jBi~, Jun 09 Monitor peRorman~ and strategy named Allegiant Large Cap arc.h)* - ~ ~ ~;~0~; ~,~¢;; d over three consecutive quaders sin~ ,, Al~egiant Small Cap Core)* Of~:;~ fo~ ~N0~¢~ ~¢~: ~¢e~(q~ph~ improvements over three consecutive J :;":;: ~ve¢~;~a~fe~;~e~0 Dec-09 Monitor pe~orman~ and strategy ~;~.a ;~i~;~;¢;; over thr~ consecutive quaders since Putnam International Equity* ~bf~: ~g~ ~l~ ::::: Po do r m a n~ <th:qUa~ :ra~Z;ro!~O~ to;:~bg~ ~ ~ le~ ~:~: Mar-09 Monitor for pefforman~ :::: ~f ~;~;~b~4g:;~¢O~an~ed~:: B~!~pha; [mpr0vements over three consecutive '~ ~i'~ quader, sin~ date added. *Not available for selection on platform and only apply to plans with existing assets in these investments. b ,r4 ,.. ., eslrow I-inarlClal 26 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT ~ ~ ~ ~[~a~ ~8~1~ ~'~;~tQ~ date added RiverSour~ Mid Cap Value ~;V~!~;;;;;¢;: !¢ Organization Bffe~t:~(~OO~;4~;S~;~ad~d0~; Dec-09 Monitor pedorman~ and strategy Russell LifePoi.ts Gro~h Strategy ~¢~0~fi~ Pedorman~ Mar-09 Monitor for pedorman~ Seligman Capital* Organization ~l~i~ :O/~h~ ~0S~g Dec 09 Momtor pefform~n~ and strategy ; : ; ; ~,~ over three consecutive qua~ers since SeligmanGIobalTechnology ~ '2¢ ;;Organization B~r~ ~e~;,~e~e Jun-09 Monitor pefforman~ and strategy ; ...... ~ ~'* ~ ~ ~ over three consecutive quaders s,nce SSgA Daily EAFE Index SL Series Fund* ;~r~ :;; Legal ~e~. ~[~te*~et ~ a~; Sap-09 Continue to monitor the fund's ~' ~[~ :, : liquidity restrictions and the firm's 'Not available for selection on platform and only apply to plans with existing assets in these investments eslrow rlnanclal 27 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SSgA Daily EAFE Index SL Series Fund* FOreig~l: ¢;Large IBler',d: Investment Policy tn earty 2oo9~ SSgA a,~rlOt~r~ced that tSsecufities Mar-09 Monitor performance and strategy !~!~]~ ~,~dl~Qt ~ o~ ~ over three consecutive quaders since ;~ ~ ¢1~ ~ ~ ~ ~ ~;~[,q t~ ~'~ ~t r'~ ~ date added SSgA Dow Jones Target 2015 SL Series ~et*~ate:~t~ 2~ Legal ~;~¢~i 20~0; S~(~ S~eet r~a~¢ i$~*~¢ Sap-d9 Continue to monitor the fund's and Fund ; the fl~'s legal situation SSgA Dow Jones Target 2015 SL Series T~m~O!~2~lnvestmentPoticy Mar-09 ~onitorpedormanmandstrategy Fund* , ~ ; ~: ~¢ ~~d~ ~,~ Jver three consecutive qua~ers since ~; ~d~;~ ~ [~$; ~ate added. *Not available for selection on platform and only apply to plans with existing assets in these investments Meslrow Financial 28 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SSgA DOW Jones Target 2025 SL Series Ta~t;Dat820~l¢~202; nvestment Policy in eady;20q~;~sg~ e~bb~d~bat;~eC~i~S;; ;i; Mar 09 g4onitor pedormance and strategy SSgA Dow Jones Target 2035 SL Series Ta~0~{p~t~2~S;Legal 0~;F~;41;~0JO~;~}~;~3~i"~; Sop-09 Continuetomonitorthefund'sand *Not available for selection on platform and only apply to plans with existing assets in these investments esIrl]w I-IFtSI~CI~I 29 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SSgA Dow Jones Target 2035 SL Ser~es Tenet Date 2031~2035 Investment Policy ~ eady 2009~ ~A ~wn~ ~at ~s se~e$ Mar-09 Momtor pe~orman~ and strategy Fund* ~ ~i~:~,!~ ~ ~ "S; over three consecutive qua,.rs sino, SSgA Dow Jones Target 2045 SL SePes ~(e~et~;~5:begal Sap-09 Continuetomonitorthefund'sand SSgA Dow Jones Target 2045 SL Series T~(~2~ ~ Investment Policy J~,¢SS~;~d~t e~: Mar-09 Monitor pedorman~ and strategy *Not available for selection on platform and only apply to plans with existing assets in these investments Mes tow R nancm 3O The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SSgA Dow Jones Target Today SL Series Retiremer~t ~r~come Legal ~r~ Feb; 4~ 2010i State street reached a $300~lllion Sep-09 Continue to monitor the fLmdS and :und* the fimFs legal situation SSgA Dow Jones Target Today SL Series R~ii~e ;;:;; Investme~t Poli~ [~ ~e~;~e~;;:~g~?~d~t;~;~e~le~ ;;;;;;;: Mar-09 Monitor performance and strategy I~e~late~Te~ ;; : Legal SSgA Passive Government Credit Bond Sep-09 Continue to monitor the fund's ~ndex SE Series Fund* B0~ ~iquidi~ restrictions and the firm's ~ ~k~'of ~ ~ !~e~h; legal situation. *Not available for selection on platform and only apply to plans with existing assets in these investments. esIrow The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SS~A Passive Government Credit Bond I~e~iate;Te~ Investment Policy I~ eddY2009; S~A annou~dthat i~ se~ies Mar-09 Monitor ~dorman~ and strategy Index SL Series Fund* ;; le~i~g p~ ~ad ~i~ Si~B~t S~O~ ~ it~ 3var three consecutive quarters sinc6 SSgA Russell 2000 Index SL Series Legal O~F~ ~ :~O~0 ;S~;Sfe~$3~¢~i~i~: Sap-09 Continue to monitor the fund's :*¢ :: Mar-09 Monitor podorman~ and strategy *~ * !~;~a8 ~;~;~ ~';;¢ over three consecutive qua~ers since *Not available for selection on platform and only apply to plans with existing assets in these investments eslrow I-inanclal 32 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SSgA S&P 500 Flagship SL Series Fund* ~rg~ ~; ; ; Legal O~;eb. 4~;~t ~e~OO~fl~: Sep-09 Continue to monitor the fund's :~t ~ SEC ~n ~f~at ~mi~led;;;;; :; Jiquidity restnctions and the firm's SSgA S&P 500 Flagship SL Series Fund* Investment Policy ¢~¢~ ~A al~lts;~ai~; Mar-09 Monitor pe¢orman~ and strategy qua~ers *Not available for selection on platform and only apply to plans with existing assets in these investments, bi rdJ ,-. ., eslrow i-inanOlal 33 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT SSgA US Total Market Index SL Series ~;~; ~ Legal Sep-09 Continue ,o monitor the fund's and i ~"t~O~~S~ ~ tnefi~slega~situation. ~~ ~i~ po~ls ~0 ~ai~ fU~ SSgA U S, Total Market Index SL Series ~ ?; ¢*¢;¢¢;~ Investment Policy ~;(~ ~¢~t ~ 6~ffi!~;;;2; Mar-09 Monitor pedorman~ and strategy :und* ~ ;~,¢ ;*;i;; ~ ~:~ ~;~: :, over th ree consecutive quarters sin~ *Not available for selection on platform and only apply to plans with existing assets in these investments M r4 ,_. ., eslrow I'lnaflCl81 34 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Thornburg Value ~rge Bler~d Organization Effective Janua~l; 20'10 W1 am Fries s no ohger a Sep 09 Vlonitor performance and strategy co..~ina~ ~.~Va~ ~; E~ard Mai-an ~nd: ~ver three consecutive quarters since ~ ~e ~i ~,t~ ~ ~ ~ ~ date added UBS Global Allocation ~d~ ~1~§~ Organization ~J~¥~ Oc[~ ~9;~ ~ ~ ~er a~l Sep-O9 ~onitor performance and stra[egy ~ ~ ~?~ ~ ~ ~~ ~ ~ver three consecutive qua~ers sin~ ~ ~]~:g~ ~ ~ ~ ~a[e added UBS US AlJocation* ~erate~ Pedorman~ Expense ~ ~.~6~.~ ~ .z**.~.~ ~~0~ea~3~, Dec-08 ~onitor for pefforman~ ~ . ~?~ ~ ~u~w.~ ~u¥~ ~ ~j~.~p~t. mprovements and expense over ~h~Ri~ ~8 ] ~ a~y~ ~ms~. Lhree consecutive qua~ers sin~ date .d..~ UBS US Allocation* ~ef~A,0~t~ Organization ~ffe~ ~d~ ~Ba~ a~d~as Jun-09 Monitor pefforman~ and strategy ~~ ~ ~ ~a~ ~ Dver th ree consecutive q udders since Van Kampen American Value ~i~ap ~alUe :; Organization 0~ ~;~9;;~¢ M~aa~tan~e~ag~ to~,!~: Sept09 Monitor pefforman~ and strategy V~ E~:~r~ ~:~ ~et~il ~f~h~t over three consecutive quaders s,n~ date added Van Kampen Comstock Drganization 0~O~,~9,:=~9~g~ ~ agr~ t~S~ Sep-09 Meniter pefforman~ and strategy ~~ q~ir~~ ; over three consecutive qua~ers sin~ ~t~ ~e~. *Not available for selection on platform and only apply to plans with existing assets in these investments II~ . ] . Mes r0w Fmanaal 35 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Van Kampen Equity and income Moderate A~loCation Organization On Oct0ber 19 2009 Morgae ~t~n ey agreed to se Sap-09 Monitor perCormance and strategy ~ Kam~ add it~ ~ther,~lassel?mahag~nt over three consecutive quarters since Van Kampen Gro~h And In.me Organizatio~ O~ ;0~ !9, ~0~; ~b~;St~hley ~d 1~ se, Sep-09 Monitor pefforman~ and strategy V~;~a~¢j~!~~ ; over three consecutive qua~ers since VanKampenlntemationalGro~hF~m~t~a~G~ Pedorman~ 4~q~a~ra~k;m~onatle~3'~t Sap-00 Monitor for pedorman~ ~z~ ~ ~o~g ~~'~: ~--~,~p~a~.,~ ,mprovements over three consecutive ~h~ ~ ~ ,~;~ ~;~a~;~; quaders sin~ date added Van iampen International Gro~h B~re~;~a~; Organization O"~r !~ ~oo~;M~w~r~ t~ea Sap-09 Monitor pefforman~ and strategy ~8~:~~!~e~bt over three consecutive quaders s,nce Van Kampen Mid Cap Gro~h M~;8~ :;: ::: Organization O~;o~o~9¢(2~9~;~g~;~eyZ~ to ~ ;; Sap-C9 Monitor peflorman~ and strategy ~:~ i~je~a~e~ 2var three consecutive quaders sd~ *Not available for selection on platform and only apply to plans with existing assets in these investments. i es f0w Financial 36 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 COMPLETE MESIROW FINANCIAL POLICE REPORT Van Kampen Small Cap Growth Small Growth Organization On octol~er'ig; ~8o9, M~gaf~ Stanley a~lleed t9 sell Sap 09 Monitor pedorman~ and strategy ;; ; ;'; Va~ Ka~peb~A~ta a~set~ah~e~t over three consecutive qua~ers since Van Kampen Small Ccp Value Sma~;:Val~ ;; Organization ~O~9;~0~ ;M~¢e~;s~!ey ~gr~ f~:~e;; Sap-09 Momtor pedorman~ and strategy Va~;~;~¢[~ ~{ei-~ed~e~(;;; over three consecutive quaders since Western Asset Core Bond* ~~; Pe~orman~ ~L~ ~8a~i~;ra~ ~lative t~ ~t~ ~ at Bast 3 eat Dec-08 Monitor for pe¢orman~ ~ ~ g~;~; ~si~Alpba ,mprovements over three consecuWe Western Asset Core Bond* I~e~e. Te~ ;! Organization ~¢l~;~e4He~ ~;!n~; ;,;:;; Sap-09 Mondor pedormance and strategy ~[O8~¢ ~ti~ S~ ~ef, ~ ~ over three consecutive qua~ers since date added. *Not available for selection on platform and only apply to plans with existing assets in these investments. Mes raw Rnanc al g7 The Hartford Fiduciary AssuresM Mesirow Financial POLICE ReportTM for Insurance Products December 31, 2009 FUNDS REMOVED FROM ELITE LIST THIS QUARTER Bemstein international Portfolio' Foreign Large Blend Performance 4th quartile rank relative to categon/on at least 3 out Dec-09 Removed from Elite List due to of ~e 5 foll0Win~ performa~ ~da; precisi0~AlPha molating peUormance criteria Calvert Income l~ ~.~ i~ ~i Performance, Expense ;~[h ~i111~ ~1( felat~ t~ ~tego~'/~i ~ I~St~ ~[ Dec-09 ~emoved from Elite List due to B0~' ;Z¢¢ ¢~¢~ O~ !~'~ ~l~iJ~.ffa~i~te~ PteCi~J~ .qolating pedormance criteria MFS High income' Pedorman~ 4th q~a;~i~:ra~ [~ to ~[¢~;oh at !8~[t ~ ~;; Dec 09 ~emoved from Elite List due to 0f ~e ~ ~0!~ ~o~a~;~;~ ~i~; violating pefforman~ criteria Putnam Small Cap Gro~h* Sme!li~m~; t ;J :; ;;:t Pedorman~ 4th q~!e r~e ~1~ to~ off a~l~(~ ~ Dec-C9 Removed from Elite List due to ' ~: *;; ;-:" o'~,,,~~ ,.,,~,.,. ~,~,,,~,.~ ~ ,,~.~ ~,~ ~ ~'~"~ '-~*~-~ -~-"~: ~ ~; *Not available for selection on platform and only apply to plans with existing assets in these investments Memtow Financial 38 Mes row FinancialTM Independent Minds. Innovative Solutions. www.mesirowfinancial.com Investment Management [ Investment Services I Insurance Services I Investment Banking [ Consulting I Real Estate The Mesirow Financial Investment Strategies Group is a division of Mesirow Financial Investment Management Inc The information provided herein is for informational purposes only and should not be construed as a recommendation to purchase or sell any particular security or investment vehicle(s) offered by Mesirow Financial Investment Management inc. (MF[M) or affiliates of MFIM The information contained herein has been obtained form sources believed to be reliable, but is not necessarily complete and its accuracy cannot be guaranteed. Any opinions expressed are subject to change without notice Other Mesirow Financial affiliates may recewe fees for selling or advising on the purchase or sale of products mentioned herein. Additionally, Mesirow Financial afffliates may also receive fees paid by manufacturers or distributors of said products in connection to other professional services provided by the applicable Mesirow Financial affiliate The sale or advice provided is in no way related or contingent upon the payment received for these other services It should not be assumed that any recommendations incorporated herein will be profitable or will equal past performance. Mesirow Financial does not provide legal or tax advice Investment advisory services provided through Mesirow Financial Investment Management, Inc., a SEC-registered investment advisor. Advisory Fees are described in Mesirow Financial Investment Management Inc's Part II ofthe Form ADV Mesirow Financial refers to Mesirow Financial Holdings Inc. and its divisions, subsidiaries and affliates The Mesirow Financial name and logo are registered service marks of Mesirew Finanmal Holdings, Inc. © 2010, Mesirow Fina~cial Holdings, Inc. All rights reserved. Mesirow Financial POLICE Report Overview Presented for The Hartford Mesirow Financial understands it is important tot you to offer your employees a high quality retirement plan And, due to the ever changing investmen! environment, iL is also important to period cally men,for lhe plan to rnake sure it is still fulfil;ing the neecs of your employees and your company To assist in this effort we regularly analyze the mutual funds on the Mesirow Einancial Eite [ist using our Investment Review Process On a quarterly basis, existing investment options as we~l as prospective offerings are subjected to a point-ira-time due diligence review About the Mesirow Financial POLICE Report Me.~; row Financial's rnanager research team uses quantitative and qualitative ana!ysis to develop the Mesirow Financial POLICE Report, a quarterly report that identifies curren~ and potential issues that anse with investment managers Managers land on the Mos row Financial POLICE Report if they fall short of the following cr teria Performance Organization Legal Investment Policy Consistent Style Expense The Mesirow Financia! POLICE Report is a wa[ch list of investment opt ons that have fa!len short of our cr;teria and are being monitored closely These flagged investment options rer'nain on the Mesirow Financial POLICE Reoort while the concerns are assessed and will be removed when the issue has been resolved Resolution requires that a fund meet al of our due diligence cr:er a for three consecutive quarters after landing on the Mesirow Financial PO[ ICE Report If any issue is net resolved or the resolution is deemed to cause significant d;sruption in the ongoing management of the nvest. merit option the investment option may be rer'~eved from the program The following is meant to reflect some of the possible actions that could be taken · If the investment option does not meet our performance rTiOOltorlng criteria for four consecutive quarters (general y after being on the Mes~row Financial POLICE Report for three consecutive quarters wth no improvement), it may be removed from the program · If a fund manager change occurs, the change is assessed relative to the ongoing management of the nvestment option If the investment option otherwise passes due diligence criteria, it will not be removed from the program However it will be more closely monitored and any sign el a change n the strategy or ongoing management of the investment option may cause the fund's removal lrom the program · S~gn flcan! iegal issues such as SEC investigations or allegations against the investment option may cause ',he fund's removal from the program if it is determined that tine legal problems s gnificantly affect the ongoing management of the fund · Any change to a fund's investmen~ policy is evaluated to determine whether the change is expected to significantly affect operations or management of the fund Potential issues may include changes in benchmark or hnvestment mandate lhe fund wil be more closely monitored for all other due diligence criteria if the category or style is officiaFy changed, we determine whether to move tine investment option to a new category or take other action · Il the investmenl option's style drifts away from target it will be more close!y monitored If !he stye drifts significantly from the mandated style for four consecutive quarters (generally after being on the Mesirow Financial POLICE Report for three consec- utive quarters), the investment option may be removed from the program · If the investment option's expense ratio is sigroficanHy higher than the average of other funds in its peer group Meslrow F;nancial may recommend it be removed from the program The Mesirow Financial Inveslment Strategies Group ~s a diwsion of Meslrow Financial Investmenl Management Inc The informallon provided herein is Ior informational purposes only and should nor be con strued as a recommendation to purchase or sell any pariicula r security el investment vehicle(s) offered by Meslrow Finalle~ai investment Management Inc (M rIM) or affiliales of MFIM The informa!~on con rained herein has been obtained form sources believed to be reliable but is no~ necessardy complete and ,ts accuracy cannot be guaranteed Any opinions expressed are subjecf to change withou~ notice Ol~er Mesirow Fmancial affikates may receive fees for selling or advising on lhe p~J fpha se Or sale of prodt~cts merit cried herein/ Addllion ally. Mesirow Financial affiliates may also receive fees pa~d by manu lecturers or distributors of said p/oducts in connection [o olher professional services provided by lhe applicable Mesirow Financial atfihale The s~le or advice provided is in no way related or contingent upon the payment received fo/these oiher services It should not be assumed that any recommendations inoolporaled herein will be profilable or will equal past performance Mesirow Financial does not prowde lega~ or tax device [nveslment advisory selvices provided through Meslrow Financial Investment Management Ina a SEC-registered inveslmenl advisor Advisory Fees are described in Mesirow F nancial Investment Managemenl Inc s Pail II el the Form ADV Mesirow Financial refem to Mesirow Financial Holdings Ir]c and its divisions subsidiaries and affiliates The Mesirow Financial name and logo are registered service marks of Meslrow Financial Holdings Inc © 2009 Meslfow FinanciaJ Holdings Inc All ~Jghts reserved J~J Mes,row Financial 350 North Clark Street I Chicago, Illinois I 60654 1312.595.6000 I www mesirowfinancial c0m Independent Minds. [n~lovatix c So]utJ/,~ns.