13-3.1 SOW DC Plan Consultant Services 2026.docx

SCOPE OF WORK

FOR

DEFINED CONTRIBUTION PLAN INVESTMENT ADVISORY CONSULTANT SERVICES

SOLICITATION P-005468

The Philadelphia Housing Authority Pension Board has a need for DEFINED CONTRIBUTION PLAN INVESTMENT ADVISORY CONSULTANT(S).

1. General Description of Services Required:

Information Regarding the Plan Sponsor. The Philadelphia Housing Authority ("PHA") is organized under the laws of the Commonwealth of Pennsylvania to develop, acquire, lease and operate low-rent housing programs. The PHA is the largest housing agency in the Commonwealth and the fourth largest in the Nation. The U.S. Department of Housing and Urban Development ("HUD") is the primary funding agency for all new construction, modernization and rehabilitation of PHA's housing units. The PHA also receives other Federal, State and private funding for operations of various social services programs for public housing residents.

Background Information about the Retirement Plan. The Philadelphia Housing Authority sponsors the Philadelphia Housing Authority Defined Contribution Pension Plan (“DC Plan"), a defined contribution plan, for the exclusive benefit of certain current and former employees of PHA. The assets of the DC Plan are held in the Philadelphia Housing Authority Defined Contribution Pension Trust (“the Trust”). The total assets currently in the DC Plan are approximately one hundred nine million dollars ($109,000,000.00) managed by the participants within twenty-one (21) funds, which are maintained by Principal Financial Group. The DC Plan receives contributions from PHA employees and PHA. Pursuant to the terms of the DC Plan document, PHA is responsible for the administration of the DC Plan and has appointed individual Trustees to serve as members of the PHA Pension Board.

The Plan documents are included under Appendix A.

The PHA Pension Board (the “Board”) is seeking one or more qualified Consultant(s) to provide comprehensive general investment consulting advice and services. The selected Consultant(s) will report to the Board and will attend the Board meetings, at a minimum, on a quarterly basis as well as other meetings as reasonably requested. The selected Consultant(s) will functionally work closely with the Board.

Background About The Board. The Board is comprised of nine (9) trustees (there is currently one vacancy due to a recent retirement) including a Chair and Vice-Chair. Members of the Board are appointed and removed by the President & CEO of PHA in accordance with the terms of the governing documents (i.e. Plan documents, Trust documents, and the by-laws). The Chair and/or Vice-Chair are elected to serve a two-year term by the members of the Board, preside at each meeting of the Board and are responsible for carrying out the day-to-day administration of the Board in accordance with the governing documents. The Chair may delegate administrative functions with prior approval of the Board, to another party.

The Chair has appointed a four-member Investment Advisory Committee to assist the Board with the selection of investment managers/funds.

The Board's intention is to create a Pension Consultant Contract having a two (2) year base contract term with an option to extend for three one-year terms.

2. Detailed Specifications The selected Offeror will be responsible for providing independent investment consulting services to the Board. The Offeror will assist the Board in the selection of the Plan's portfolio of investments and associated services as requested by the Chair and the Board. In fulfilling the contract, the Offeror will be responsible to take direction from the Board. The Offeror will provide advice and assistance to the Board on portfolio analysis, investment planning, evaluation recommendations on legislation and statutory changes and other such related investment consulting services as well as general education as requested by the Chair or Board.

The selected consultant ("Consultant") will report directly to the Board, and, as directed by the Board and to its Investment Committee. The Consultant will also work with the PHA Finance and Human Resources departments, or their designees, but the contractual and fiduciary relationship will be exclusively to the Board.

3. Minimum Qualifications The Consultant must be a firm capable of serving as investment consultant for a defined contribution plan, and must have experience with clients with plan assets comparable to those stated in the plan background.

4. Service Requirements The Board reserves the right, at its discretion, to request the Consultant to provide some or all of the following services. The selected Consultant shall provide deliverables/services and staff otherwise will do all things necessary for or incidental to the performance of work, including, but not limited to, responsibilities set forth below:

4.1.1 Review and recommend to the Board modifications to plan design, plan documents and summary plan descriptions in order to maintain compliance with all related state and federal laws and regulations.

4.1.2 Perform periodic (at least annual) evaluations of The Board's asset allocation plan, giving consideration to market conditions, manager fund performance, the financial condition of the individual funds under management, risk tolerance, and other relevant considerations. The written evaluation would be expected to include a review evaluation of the objective for each asset class currently in the plan as well as others that may be considered.

4.1 6 Work with the Board to develop a coherent Investment Policy Statement for the Plan. Provide assistance and recommendations in the periodic review of policies, procedures, and guidelines.

4.1.7 Perform specialized studies and produce reports on specific investment matters, as may be requested by the Board, the Investment Committee, or the Treasurer/Assistant Executive Director of Administration or their designees.

4.1.8 Report on and evaluate the Plan's investment policies and performance as may be requested by the Board. Conduct a review of the investment lineup for appropriateness of performance and fund fees/expense. Determine if investment options offered are optimum choices given the considerations for diversification, risk, and return.

4.1.9 Perform evaluation of Plan fees and expenses associated with the Plan's investments. Consistently monitor fees and expenses.

4.1.10 Provide the Investment Committee and staff access to general investment research.

4.1.11 Performance of the required services will, at a minimum, necessitate the Consultant to attend all meetings of the Board (at least quarterly) and Investment Committee (as may be needed) annually.

4.1.12 Attend various meetings where specific investment management issues are discussed, as may be needed.

4.1.13 Provide a recommended transition plan and timeline incorporating any proposed changes in investment options.

4.1.14 Conduct a review of each fund's pricing structure including fund management fees and terms with the third-party administrator.

4.1.15 Work collaboratively with other consultants or consulting firms and or legal firms the Board has contracted with for consulting and or legal services.

4.1.16 Provide recommendations to the Board to ensure that the Board is fulfilling its fiduciary responsibilities.

4.1.17 Provide semi-annual performance reports and present to the Board.

4.1.18 Prepare a written detailed report (the "Report") for the Board. This written report will include, among other things:

(1) An Asset Diversification Review, which will quantify, among other factors, (A) diversification among types of securities within a given fund, (B) value added to or subtracted from the fund's performance by the fund's portfolio management, and (C) possible changes over time in the investment style of the fund; and

(2) A Total Return Chart depicting each Investment Fund's performance relative to its appropriate market benchmark.

4.1.19 Respond to questions and inquiries from the Board regarding investment issues and investment matters related to the Plan.

4.1.30 Proactively provide advice and assist Board on its compliance with federal and state statutes, regulations and guidelines as they relate to investments and provide recommendations on changes to state statutes, regulations and guidelines, as may be applicable. Prepare a written comprehensive analysis and make recommendations concerning these developments.

4.1.31 Provide objective and creative input to the Board.

5. Warranties and Representations Offerors must affirmatively represent and warrant that:

5.1.1 Consultant is lawfully empowered to enter this Agreement and perform or provide the services, which, pursuant to this Agreement, it has agreed to perform or provide;

5.1.2 The person executing this Agreement on behalf of Consultant is authorized to do so;

5.1.3 The personnel of Consultant who will be responsible for carrying out the terms of this Agreement are individuals experienced in performing the services contemplated by this Agreement;

5.1.4 Consultant acknowledges its independence as to this engagement. Consultant has no ownership or affiliation with any investment vehicle currently offered in the Plan or by any other investment manager or mutual fund. Consultant's engagement hereunder shall be exclusively on a fee for service basis with respect to the Plan on the terms and conditions set forth in this Agreement, and Consultant (or its affiliates) shall not accept any fees or compensation from any other party or source (whether direct or indirect) in connection with or relating to its services hereunder, including from any Investment Fund or any sponsor, administrator or distributor thereof.

The Plan and Board represent and warrant that:

5.2.1 The Board will promptly provide and instruct their service providers to provide to Consultant the information, resources, cooperation and other assistance reasonably necessary to enable Consultant to perform its services hereunder;

5.2.2 They are legally authorized to enter into this Agreement; and

5.2.3 The persons executing this Agreement on behalf of the Plan are duly authorized to do so.

6. Proposal Information Required Offerors desiring consideration should fully respond to the following items.

b. Describe any citations your firm has received or threatened to receive within the last ten years by federal or state regulators for violations of any state or federal law or regulation.

c. Describe any litigation involving the business of your firm with relation to its deferred compensation or defined contribution services in the past ten years. Exclude routine matters involving participants and beneficiaries that do not reflect on the performance of any resultant agreement.

d. Provide five references of public sector clients of comparable size to the Plan that you provide with similar services. Include a contact name, title, and phone number.

6.2 Fees & Expenses

a. Describe the fees and expenses associated with the services required.

b. Describe any relationship with fund vendors and any revenue reimbursements received from the fund vendors.

b. Provide any other reports that may be beneficial to the Plan and its participants.

c. Describe the resources used to monitor investment performance.

6.4 Agreement Form

All subsequent agreements as a result of an award hereunder, shall incorporate all terms, conditions and specifications contained herein, and in response hereto, unless mutually amended in writing.

6.5 Miscellaneous

a. List your firm's personnel that will represent your firm at the quarterly Board meetings.

b. Describe your firm's strategy for transitioning a plan's pension consulting services.

c. Describe your firm's philosophy with respect to its relationship with a plan's vendors, the Board Members, advisors, and investment managers.

d. Describe your firm's disaster recovery and business continuity plan including information regarding subcontractors utilized to assist in your firm's disaster recovery and business continuity plan.

e. Provide a detailed work statement following the outlined Scope of Work to include the frequency and timetable (if applicable) for which each task/deliverable will be performed.

f. From a project management perspective, please describe how issues will be addressed when they arise and how the appropriate parties will be apprised of progress.

g. Provide samples of reports that will meet the type of reporting requested.

Any fees for services not contemplated in this proposal or in the Contract will be negotiated at the time such election is made by the Board to have a consultant provide such service.

7.2 Additional Services. List any additional services (optional) not listed in the fee proposal above that would incur additional fees as special or other services. These fees should be stated as a fixed fee.

8.1.2 Offerors shall provide their nine (9) digit Federal Employer's Identification Number (FEI#) or fourteen (14) digit state of Pennsylvania Vendor's Identification Number (VIN). If Offeror is incorporated, Offeror shall also provide to the Board the corporation's charter number issued by the Pennsylvania Secretary of State's Office or a current valid certificate of authority to transact business in the state of Pennsylvania from the Pennsylvania Secretary of State's Office.

8.1.3 Offerors must affirmatively acknowledge and agree that it will act as a fiduciary with respect to the Board and to the Plan with respect to the Board and to the Plan.

8.1.4 Offerors must demonstrate it has actively been engaged in the business of providing the services outlined hereunder for a minimum of 5 years.

8.1.5 Offerors must demonstrate prior or current experience with public retirement systems of a similar asset size to the Plan.

8.1.6 Offerors must agree to attend in person a minimum of 4-6 meetings and any special meetings as requested by the Board.

8.1.7 Offerors must agree to disclose all conflicts of interest, all sources of revenue and all business affiliations including, but not limited to those investment managers recommended to the Board.

8.1.8 Offerors must agree and warrant that, if awarded a contract, during the entire term thereof (including any option year contract term(s) so exercised), it will fully disclose and provide written notification to the Board of any material change(s) affecting information previously disclosed such as direct or indirect compensation or conflicts of interest and to notify the Board of any such material changes within thirty (30) days of firm's knowledge of such change.

8.1.9 Offerors must warrant that all information disclosed at time of RFP submission and during any resultant contract term (including any option year contract term(s) so exercised) is complete and accurate.

8.1.10 Provide information regarding the qualifications and experience of key personnel. List the key personnel who will be responsible for the work outlined above for whom no substitutions may be made without the prior written consent of the Board. Provide biographies of all key personnel including but not limited to:

d. Current client responsibilities including number of accounts and total size of accounts by class of assets being managed.

8.1.11 Briefly describes your firm's background, history and ownership structure, including any parent, affiliate or subsidiary company and any business partners or joint ventures.

8.1.12 Submit an organization chart indicating the reporting relationships of the entity responsible for this proposed relationship and the most senior management of the organization.

8.1.13 Provide information with respect to the size and location of the facilities that will be involved in carrying out the services outlined above.

8.1.14 Indicate whether your firm is an Investment Advisor under the Investment Advisors Act of 1940 or registered as an investment advisor under a similar state law.

8.1.15 Does your firm or a related company have a relationship with any funds that your firm recommends, considers or otherwise mentions to clients for consideration. If so, describe in detail the nature of the relationship of these arrangements to the total firm revenue.

8.1.16 Does your firm or any of your firm's personnel receive finder's fees from any affiliated entity, investment manager or third party? If yes, please explain.

8.1.17 Does your firm pay any finder’s fees to any affiliated entity, investment manager or third party? If yes, please explain in full detail.

8.1.18 Does your firm have any policies or procedures to prevent conflicts of interest and to prevent payments or relationships from being considered when advice is provided to clients?

8.1.19 Warrant that the Offeror has established ethics, conflicts of interest policies and procedures and that proper compliance and internal controls are in place with respect to these policies and procedures.

8.1.20 Indicate whether Offeror has a written code of conduct or a set of standards for professional behavior? If so, attach a copy and state how the code of conduct is monitored and enforced.

8.1.21 Describe in full detail how your firm identifies and cures conflicts of interest?

8.1.22 Does your firm have any arrangements with broker dealers under which your firm or a related company will benefit if money managers place trades for their clients with such broker dealers.

8.1.23 Does Your firm keep a record of all manager recommendations made to plan sponsor clients? What percentage of manager turnover occurs during a normal year for your firm's plan sponsor clients? What expenses does your firm's clients incur as a result of turnover recommendations?

8.1.24 For the calendar year (or fiscal year) please provide complete information on amounts your firm, its principals or any affiliate received from each of the Plan's investment advisors identifying all revenues from direct payment and gross directive brokerage.

8.1.25 Has your firm, its principals or any affiliate ever been the recipient of a non-routine Security and Exchange Commission investigation or a similar inquiry from any similar state, securities or disciplinary board.

8.1.26 Has your firm, its principals or any affiliate ever been a party to any litigation regarding fiduciary or other investment related matters or submitted a claim to its fiduciary liability or fiduciary bond insurance carrier? If yes, please provide a detailed explanation.

8.1.27 Describe if your firm has had any relationship prior or existing with a member of the Board.

8.1.28 Are there any potential conflicts of interest with rendering advice to the Board? If yes, please explain.

8.1.29 Please provide information with respect to the office location, the number of employees and services provided by each individual who would assist your firm in providing services to the Board.

8.1.30 List at least 5 defined contribution plans, which your firm has provided consulting services for a period of at least 5 years. The Consultant's response to this request officially authorizes the Board or its Agent(s) to contact these entitles listed below to discuss services and other consideration pursuant to which the purpose the Offeror has provided such contact information and authorizes such entities to provide to the Board, its Agents the requested information and agrees to hold harmless the Board and other entity of any and all liability in connection with this authorization.

8.1.31 Please provide information with respect to all clients who in the last 3 years terminated services with your firm and the reason for such termination. Please note: the name of the client is not requested.

8.1.32 Provide a breakdown of the types of clients to whom your firm provides services.

8.1.33 Describe your firm's key strengths, competitive advantages and weaknesses.

8.1.34 Describe an innovative recommendation made by your firm to a client and its outcome.

8.1.35 Describe significant contributions your firm has made in developing and defining "best practices" in the pension fund consulting field.

8.1.36 Describe the level of coverage and the types of fiduciary and professional liability insurance your firm carries.

8.1.37 Does your firm have web or video conference capabilities?

8.1.38 Does your firm have a website? If so, can clients access the website for general information and research?

8.1.39 Does your firm have a peer review program for consultants, which is similar to that of auditors and actuaries? If so, describe such program.

8.1.40 Does your firm hold or sponsor client conferences? If so, describe the conference and whether the cost of attendance is born by your firm or attendees.

8.1.41 Indicate the prior experience of your firm that one would consider relevant to your firm's ability to successfully manage the contract for services as defined by this RFP. Include sufficient detail to demonstrate the relevance of the experience. Description should include a project description, cost and dates. Also, name(s), addressees) and phone number(s) for individuals at the organization described above who may be contacted regarding the projects described.

8.1.42 Please provide at least 3 references for which your firm has or is providing services similar to those outlined in this RFP. For each reference, include client name, name of contact person, address,' phone number, asset value of client, services furnished to client, and number of years the client has retained your firm.

8.1.43 Describe the annual average turnover rate for your firms' professional and technical personnel (list the title, role, year of departure) for the last 5 years.

8.1.44 Describe your firm's compensation and incentive package and the incentives offered to attract and retain individuals.

8.1.45 Describe your firm's performance evaluation process and identify the percentage of compensation, which is base salary, bonus, and equity for professional personnel.

8.1.46 Do you offer any direct ownership, phantom stock, profit sharing or performance-based bonuses? Who is eligible and describe criteria to which participation is based? Indicate in your response, the weight of these incentives to total compensation.

8.1.47 Please provide a list of all subcontractors, including the firm's name, address, main contact and description of work to be contracted out. Include descriptive information concerning subcontractor's organization and abilities.

8.1.48 Please provide information with respect to any contracts held with the Commonwealth of Pennsylvania, which have terminated in the last three years.

8.1.49 State if your firm has had a contract that resulted in a termination for default over the last 3 years or if your firm received a notice to stop, performance delivered due to poor performance, a conflict of interest, the result of a legal proceeding or the investigation of a pension consultant. If firm has had a contract terminated, please submit full details including the name and contact information for the other party.

8.1.50 Describe your firm's incorporation type:

For Profit Not-for-profit I Non-Profit

Publicly owned Privately owned

8.1.51 What State is your firm's vendor's incorporation or formation?

8.1.52 Does offeror warrant and represent that it has disaster recovery and business continuity plan in effect for its computer systems and equipment and that of any subcontractor upon who vendor relies in performing or providing any services, supplies or products to or on behalf of Board? Please describe generally your disaster recovery and business continuity plan and the date and results of the most recent test of the plan.

8.1.53 Clearly identify any of the services specified herein that you are incapable or unwilling to perform. Board is seeking a Consultant that is able and willing to perform all of the tasks specified herein. The Board shall interpret your responses to match the specifications herein except for items specifically noted and described in response to this interrogatory.

8.1.54 Provide a proposed form of Contract for Board Review.

8.1.55 Offerors must provide a list of any exceptions taken to this RFP. Any exceptions taken must be identified and explained in writing. An exception is defined as the Offeror's inability to meet a requirement in the manner specified in this RFP. If the Offeror provides an alternative solution when taking an exception to a requirement, the benefits to the Board of this alternative solution must be explained. If an exception is to a condition, then Offeror must include a proposed alternative condition and explain its objection to the original condition. Any or all exceptions taken to any term or condition of the scope must be noted in an attachment to the proposal titled "Proposed Exceptions". Any qualifications, assumptions, deviations or other statements included in or related to Offeror's proposal or any purported clarifications thereto that in any way conflict with, are contrary to, differ from or otherwise do not comport with any aspect of the RFP, shall be VOID and have no effect; unless the Board specifically agrees in writing to the specific qualification, assumption, deviation or other statement.