16PBGC-23-R-0001 - Amendment 0001.pdf

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NUMBER

IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15C. DATE SIGNED

15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

Previous edition unusable

The purpose of this Amendment 0001 to Solicitation 16PBGC-23-R-0001 is to amend the solicitation in response to solicitation questions received from industry. All changes are incorporated into this solicitation via redlined tracked changes. PBGC's responses to industry's solicitation questions are hereby incorporated ...See Continuation Page

1 33

16PBGC23R00010001 JAN 24, 2023 RQ-23-22-000213

PD

PENSION BENEFIT GUARANTY CORP

PROCUREMENT DEPARTMENT

445 12th St. SW

WASHINGTON DC 20024-2101

16PBGC23R0001

DEC 23, 2022

See Schedule

Continuation Page

Continued from Block 14...

into the solicitation via Attachment 4.

PAGE 2 OF 33 16PBGC23R00010001

Table of Contents

Section 4 - Amendment 0001

Section 6 - List of Attachments

Attachment 1 - Amendment 0001

Attachment 2 - Amendment 0001

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CLAUSES

Section 4 - Amendment 0001

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SECTION 4

INSTRUCTIONS TO OFFERORS

4.1.0. General Instructions

4.1.1. The Offeror shall submit a proposal that conforms to the requirements outlined in this solicitation.

The Offeror’s failure to follow any of the requirements in this solicitation’s Section 4: “Instructions to Offerors” may result in the Offeror’s proposal not being evaluated for award. Proposals shall be submitted in three (3) separate volumes: Minimum Eligibility Requirements (Volume I), Technical (Volume II), and Price (Volume III). Please note that each Offeror can only submit one (1) proposal.

4.1.2. The Offeror shall present a proposal in a clear, concise manner, and in understandable terms. The Offeror’s proposal shall address all items in this solicitation’s Section 4: “Instructions to Offerors” and will be evaluated by PBGC in accordance with this solicitation’s Section 5: “Evaluation Criteria for Award.”

This solicitation is for a FAR Part 12 commercial requirement that will be evaluated using FAR Part 15 evaluation procedures. FAR Part 12 shall take precedence over FAR Part 15.

4.2.0. Determination of Responsibility

4.2.1. Contract(s) awarded as a result of this solicitation shall be awarded only to responsible prospective Contractor(s). To be determined responsible, a prospective Contractor shall:

a) Have adequate financial resources to perform the contract or have the ability to obtain them.

b) Be able to comply with the required or proposed delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments.

c) Have a satisfactory performance record. A prospective contractor shall not be determined responsible or non-responsible solely on the basis of a lack of relevant performance history.

d) Have a satisfactory record of integrity and business ethics.

e) Have the necessary organization, experience, accounting and operational controls, and technical skills, or the ability to obtain them (including, as appropriate, such elements as production control procedures, property control systems, quality assurance measures and safety programs applicable to materials to be produced or services to be performed by the prospective Contractor and Subcontractors).

f) Have the necessary production and technical equipment and facilities, or the ability to obtain them.

g) Be otherwise qualified and eligible to receive an award under applicable laws and regulations.

4.2.2. The Offeror shall make affirmative statements in response to items a) through g) above in its submitted Volume III: “Price Proposal.” This will allow the Government to check the Offeror's responsibility. Offeror format is acceptable as long as the provided information clearly provides affirmative statements in the order in which they appear from a) to g). The Government will use information from the Offeror's proposal, past performance references, and other means at its disposal (e.g., SAM, FAPIIS, etc.)

to verify the accuracy of the Offeror's determination of responsibility statements.

4.3.0. Representations, Certifications, and Other Statements

4.3.1. The Offeror shall include, in its Volume III: “Price Proposal,” completed fill-ins for the following clauses:

FAR 52.209-7

FAR 52.212-3

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4.4.0. Proposal Submission Instructions

4.4.1. Proposals in response to this solicitation shall be submitted no later than the date and time indicated on page one, Block 8 of the SF1449.

The Offeror shall email a complete electronic version of its proposal to the individuals listed at the email addresses listed below so that the proposal is received by the closing date and time set forth in this solicitation.

Rudy Baldus at Baldus.Carl@pbgc.gov;

Jeff Gangi at Gangi.Jeffrey@pbgc.gov, and;

Mandy Mathews at Mathews.Erin@pbgc.gov.

4.4.2. Please note that the Offeror’s failure to submit a proposal that meets the instructions provided in this section may result in the proposal not being evaluated by the Government.

4.5.0. Question Submission Instructions

4.5.1. Any questions regarding this solicitation shall be submitted via email in writing no later than January 11, 2023 at 10:00 AM, Eastern Time. Questions shall be submitted to the following individuals:

Rudy Baldus at Baldus.Carl@pbgc.gov;

Jeff Gangi at Gangi.Jeffrey@pbgc.gov, and;

Mandy Mathews at Mathews.Erin@pbgc.gov.

4.5.2. Questions received and answers provided will be compiled and will be published by amendment to the solicitation at www.sam.gov, giving due regard to the proper protection of proprietary information.

Offerors shall be responsible for monitoring www.sam.gov for the agency’s responses. Any questions received after the solicitation question due date may not be answered before the solicitation closing date.

No information concerning this solicitation will be provided in response to telephone calls. Prospective Offerors are warned against contacting any PBGC personnel outside the PBGC Procurement Department prior to award of a contract resulting from this solicitation. If such contact occurs and is found to be prejudicial to competing Offerors, the Offeror making such contact may be excluded from award consideration.

4.5.3. Prospective Offerors should identify the solicitation section and paragraph to which their question applies. The recommended format for question submissions is as follows:

Item Solicitation Page Number(s)

Solicitation Section Reference

Offeror Question(s)

4.6.0. Proposal Format, Instructions, and Composition

4.6.1.0. Proposal Volumes

4.6.1.1. The Offeror’s proposal will be evaluated in two (2) separate phases: Phase 1 and Phase 2. Please see this solicitation’s Section 5: “Evaluation Criteria for Award” for further details.

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The Offeror’s proposal shall be submitted in three (3) separate volumes as listed below:

1) Phase 1

a) Volume I: Firm and Product Minimum Eligibility Requirements

2) Phase 2

a) Volume II: Technical Proposal

b) Volume III: Price Proposal

4.6.2.0. Proposal Formatting

4.6.2.1. All volumes shall adhere to format specifications below, which assist in providing a fair and equitable evaluation of all proposals.

Adobe PDF format;

o Please note that the Offeror’s responses to the tables included in Attachments 1-3 shall be provided in Adobe PDF format, unless Microsoft Excel format is specifically instructed for that respective table. For instances where the Offeror is instructed to provide a table in Microsoft Excel format, the table(s) shall be separated into respective tabs that state the questionnaire question number.

o The Offeror’s response to the Attachment 4: “Price Worksheet” shall be provided in Microsoft Excel format. Additional price and business-related information instructed for Factor 4: “Price” shall be provided in Adobe PDF format.

8.5 by 11-inch paper;

11 font size or larger;

Tables, charts, graphs and figures shall be used wherever practical to depict organizations, systems and layout, implementation schedules, plans, etc. These displays shall be legible and shall not exceed 11 by 17 inches in size. For tables, charts, graphs and figures, the text shall be no smaller than 10-point Arial or Times New Roman.

1-inch margin at the top, bottom, and both sides of each page.

All pages single-spaced;

Every page sequentially numbered;

Page numbers on the bottom of each page;

Each volume shall be submitted as a separate PDF (i.e., a single PDF for Volume I, a single PDF for Volume II, etc.). Each volume should be a single tabbed PDF;

Each volume shall include a table of contents reflecting only the contents of that volume;

Tables of contents shall reference the labeled tabs, making it clear to the reader which tab contains the topic, and;

Subject to the format specifications listed above and the instructions listed in the solicitation, Offerors may present the information in their proposals in whatever format (e.g., narrative, bullets, etc.) they deem most suitable for presenting the information. When describing sequential events or enumerating substantive lists, PBGC recommends that Offerors use bullets or numbered lists rather than embedding the events or list items into narrative paragraphs.

4.6.3.0. Proposal Page Limits

4.6.3.1. The page limits for each proposal volume is as follows. If the Offeror’s volumes exceed the page limitation for any section, all pages in excess of the respective page limitation will be excluded from evaluation for that respective section.

Volume Page Count

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Phase 1, Volume I: “Minimum Eligibility Requirements” Not to Exceed (NTE) 50 pages excluding questionnaire supporting documentation Phase 2, Volume II: “Technical” – Factor 1 Not to Exceed (NTE) 50 pages excluding questionnaire supporting documentation

Phase 2, Volume II: “Technical” – Factor 2 Not to Exceed (NTE) 50 pages excluding questionnaire supporting documentation Phase 2, Volume II: “Technical” – Factor 3 Not to Exceed (NTE) 9 pages with no more than three (3) pages per each of the past performance references

Phase 2, Volume III: “Price” Unlimited

4.6.3.2. The Offeror’s cover letter, table of contents, small business subcontracting plan (if applicable), supporting documentation to questionnaires, and resumes/biographies are not included in the page limitations listed above. However, resumes/biographies shall be no longer than two (2) pages each. Any information included in the cover letter and table of contents will not be evaluated by the Government in relation to the non-price (i.e., technical) evaluation factors.

4.6.4.0. Cover Letter

4.6.4.1. The Offeror shall submit, with its Volume I proposal, a cover letter (i.e., letter of transmittal) prepared on the company’s letterhead stationery. The letter of transmittal shall identify all enclosures being transmitted as well as a table of contents for all volumes. The first or title page shall be in accordance with FAR 52.215-1. Specifically, the first page of the proposal shall show:

i. The solicitation number;

ii. The name, address, and telephone and facsimile numbers of the Offeror (and electronic address if available);

iii. A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and agreement to furnish all Statement of Work items at the prices listed in the Offeror’s price proposal;

iv. Names, titles, and telephone and facsimile numbers (and electronic addresses if available) of persons authorized to negotiate on the Offeror’s behalf with the Government in connection with this solicitation; and

v. Name, title, and signature of person authorized to sign the proposal. Proposals signed by an agent shall be accompanied by evidence of that agent’s authority, unless that evidence has been previously furnished to the issuing office.

vi. A statement that the Offeror’s proposal is valid for a period of 270 calendar days from the submission date of the proposal.

Please note that any information included in the Offeror’s cover letter will not be evaluated in relation to Volumes I-III.

4.6.5.0. Compliance

4.6.5.1. The Offeror shall submit a proposal that follows the instructions in this solicitation’s Section 4:

“Instructions to Offerors” and addresses the evaluation factors listed in this solicitation’s Section 5:

“Evaluation Criteria for Award.” All proposals will be evaluated preliminarily by the Government to ensure

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compliance with the requirements set forth in this solicitation. The items evaluated for compliance will include, at a minimum, the following:

i. Timely receipt of the offer in accordance with the proposal due date listed in this solicitation.

ii. Information presented in the manner and formatting required by the instructions listed in this Section 4: “Instructions to Offerors.”

iii. Inclusion in the proposal of all information required by the Volume I, Volume II, and Volume III requirements listed in this solicitation.

4.6.6.0. Late Proposals

4.6.6.1. Complete electronic versions shall be received by the proposal receipt time and date specified on page one, Block 8 of the SF1449. If the electronic version of the proposal is received at the virtual destination after the time and date specified for receipt, the proposal will be considered late and will be dealt with in accordance with the late proposal provision of FAR52.215-1.

4.6.7.0. Proposal Preparation Costs

4.6.7.1. This Request for Proposal (RFP) does not commit the Government to pay any costs incurred in the preparation and submission of an Offeror’s proposal. By the submission of its proposal, the Offeror assumes all associated cost.

4.7.8.0. Volume I – Minimum Eligibility Requirements

The Offeror’s Volume I: “Minimum Eligibility Requirements” shall include a completed version of this solicitation’s Attachment 1: “Firm and Product Level Minimum Eligibility Requirements.” The Offeror shall complete Attachment 1 by answering each question listed in Attachment 1.

The Offeror shall separate Volume I: “Minimum Eligibility Requirements” into tabs/PDF bookmarks titled “Firm” and “Product” for each set of minimum eligibility requirements (i.e., the Volume I firm level minimum eligibility requirements and the Volume I product level minimum eligibility requirements, respectively). The Offeror shall include in its submitted Volume I a signed cover sheet using the format provided in Attachment 1.

The Offeror shall select the appropriate “Y/N” response for any minimum eligibility requirement that requires a yes/no response.

Minimum eligibility requirements that require supporting documentation are marked with an asterisk. For any minimum eligibility requirements that require supporting documentation, the Offeror shall include the supporting documentation as a standalone document in its submitted Volume I. The supporting documentation shall be organized into separate tabs/PDF bookmarks in the chronological order listed in Attachment 1. References or supplemental information included in the Offeror’s submitted Volume II and Volume III will not be considered by the Government during the evaluation of Phase 1 or Volume I.

The Offeror’s submitted supporting documentation shall provide convincing evidence of how the Attachment 1 minimum eligibility requirements that require supporting documentation are met.

Volume I proposals that do not include supporting documentation that provide convincing evidence of how all Attachment 1 minimum eligibility requirements that require supporting documentation are met will not advance to Phase 2 of evaluations.

4.7.9.0. Volume II – Technical

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4.7.9.1. Factor 1 – Product Level Technical

The Offeror’s Factor 1: “Product Level Technical” shall include a completed version of this solicitation’s Attachment 2: “Product Level Questionnaire.” The Offeror shall complete Attachment 2 by answering each question listed in Attachment 2. The Offeror shall provide supporting documentation, as needed or directed by the question, for the Attachment 2 questions.

4.7.9.2. Factor 2 – Firm Level Technical

The Offeror’s Factor 2: “Firm Level Technical” shall include a completed version of this solicitation’s Attachment 3: “Firm Level Questionnaire.” The Offeror shall complete Attachment 3 by answering each question listed in Attachment 3. The Offeror shall provide supporting documentation, as needed or directed by the question, for the Attachment 3 questions.

4.7.9.3. Factor 3 – Past Performance

The Offeror shall provide three (3) recent references (i.e., projects) wherein it was the prime contractor, or a subcontractor with a major role in the requirement, that clearly describe the Offeror’s experience with work similar to the scope of this solicitation. The Offeror shall provide evidence in its proposal that each of its three (3) past performance references are substantially similar in size and scope to that required by the solicitation. Per this solicitation’s Section 5: “Evaluation Criteria for Award,” recent performance is defined as work that occurred within five (5) years prior to the issuance of this solicitation. Please review this solicitation’s Section 5 for a complete list of past performance-related definitions.

Each past performance reference shall include the following information:

Project title;

Name of client;

Contract/Task Order Number;

Total contract value and contract type;

Period of performance;

Current status (i.e., completed, in progress);

Customer point of contact name, phone number, and email address; and Contracting Officer/Customer Contract Owner name, phone number, and email address.

The three (3) references provided shall demonstrate the following:

Quality of products and services as well as technical support provided, to include the quality of the personnel;

Schedule and timeliness of performance;

Management and business relations, to include problem responsiveness, and;

Customer service

The proposal shall include a written account or explanation of each reference above (including any corrective action that may have been taken), not to exceed three (3) pages each. It is incumbent upon the Offeror to explain the relevance of the data provided. The Offeror is reminded that while the Government may elect to consider data obtained from other sources, the burden of demonstrating successful performance is on the Offeror.

4.7.9.4. Small Business Participation

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Offerors that are classified as other than small businesses under NAICS Code 523940: “Portfolio Management and Investment Advice” shall submit a small business subcontracting plan. The Offeror’s small business subcontracting plan shall comply with the requirements of FAR Part 19.704. The Offeror’s small business subcontracting plan shall be submitted in the Offeror’s Volume II: “Technical” proposal.

PBGC is requesting this information in accordance with the FAR to allow PBGC to track its small business goals.

4.7.9.5. Key Personnel

The Offeror shall propose, as key personnel, the personnel it deems essential to the performance of work under the resultant contract. The Offeror shall include, at a minimum, its Lead Strategy Portfolio Manager(s) as key personnel. For each proposed key personnel, the Offeror shall provide a biography or resume that does not exceed two (2) pages. The Offeror shall propose the remaining personnel as non-key personnel. With the exception of the Lead Strategy Portfolio Manager, the decision to propose personnel as either key or non-key personnel is at the Offeror’s discretion.

4.7.10.0. Volume III – Price

4.7.10.1. Factor 4 – Price

The Offeror’s price proposal shall be submitted as a separate document (Volume III). The Offeror’s Volume III shall include the following:

A completed Attachment 4: “Price Worksheet” in the provided excel format. The Offeror’s completed Attachment 4 shall include:

a) A proposed asset-based fee structure for the Offeror’s investment management service specific to the proposed product. The fees (i) shall be annualized rates, (ii) shall be calculated and payable on a quarterly basis and (iii) are based on PBGC’s custodian bank’s market value pro-rated for any period less than a quarter. The quarterly fee will be based on an average of the month end values within the quarter

b) The asset-based fee structure shall be based on a hypothetical Core Fixed Income allocation of $250,000,000.00. Per this solicitation’s Section 5: “Evaluation Criteria for Award,” PBGC will evaluate proposals based on this hypothetical allocation of $250,000,000.00. Please note this level of allocation is intended to allow for consistency in the evaluation of price proposals. Actual investment amounts will vary at the discretion of the PBGC. Therefore, the hypothetical allocation of $250,000,000.00 provided by PBGC in this solicitation may not be indicative of the allocations this solicitation’s awardees can expect to receive on an annual basis under the resultant contracts. Therefore, PBGC makes no guarantee as to the allocation to the product.

c) The Offeror may segment this hypothetical allocation of $250,000,000.00 within each twelve (12) month performance period as it sees fit, with a different fee proposed for the first portion of the $250M, a different fee proposed for the second portion of the $250M, and so forth as long as the total hypothetical allocation for each twelve (12) month performance period does not exceed $250M.

d) The Offeror’s proposed fee for a hypothetical allocation of $250,000,000.00 for each of the following performance periods.

i. Base Period (Twelve Months)

ii. Option Period 1 (Twelve Months)

iii. Option Period 2 (Twelve Months)

iv. Option Period 3 (Twelve Months)

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v. Option Period 4 (Twelve Months)

vi. Option Period 5 (Twelve Months)

vii. Option Period 6 (Twelve Months)

viii. Option Period 7 (Twelve Months)

ix. Option Period 8 (Twelve Months)

x. Option Period 9 (Twelve Months)

xi. Six-Month Extension Pursuant to FAR 52.217-8

A clear statement that the Offeror accepts all terms and conditions of the solicitation and that the proposal is valid for no fewer than two hundred and seventy (270) days. Any assumptions or alternative terms and conditions shall be clearly identified;

The Offeror’s affirmative statements in responses to items a) through g) listed in this Section 4:

“Instructions to Offerors” Section 4.2.0.

Signed copies of the Standard Form (SF) 1449 and the SF-30(s) of any amendment(s) that may be issued to this solicitation. The individual signing the forms shall have the authority to commit the Offeror to all of the provisions of the proposal, fully recognizing that the Government has the right, by terms of the solicitation, to make an award without further discussions.

There is no page limitation for the Price Proposal (Volume III). Offerors shall not include pricing information within their Minimum Eligibility Requirements (Volume I) and Technical (Volume II). Any proposal that contains pricing information in Volume I may be deemed unacceptable and may not be considered for award.

Section 6 - List of Attachments

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SECTION 6

LIST OF ATTACHMENTS

1) Attachment 1 – Minimum Eligibility Requirements

2) Attachment 2 – Product Level Questionnaire

3) Attachment 3 – Firm Level Questionnaire

4) Attachment 4 – Price Worksheet (Excel)

5) Attachment 5 – Industry Questions and PBGC Responses

Attachment 1 - Amendment 0001

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ATTACHMENT 1

MINIMUM ELIGIBILITY REQUIREMENTS

FIRM LEVEL MINIMUM ELIGIBILITY REQUIREMENTS

Please see the solicitation’s Section 4: “Instructions to Offerors” for instructions on how to complete the responses to this Attachment 1.

A. The firm has been registered with the SEC as an investment advisor consistent with the Investment

Advisors Act of 1940 for at least five years as of 6/30/22 or, if exempt from registration, the nature of the exemption is disclosed. * (Most current Registration number for Form ADV, Parts I and II to be provided in Tab 1 of the Offeror’s Volume I: “Minimum Eligibility Requirements” volume or, if exempt from registration, the nature of the exemption is disclosed and the best proxy for this documentation included).

Y/N

B. The firm agrees to act in accordance with the fiduciary standards of an ERISA fiduciary under this contract.

C. The firm has at least $250,000,000.00 in Assets Under Management (AUM) as a fiduciary. * (Firm

Annual Report or Other Published documentation confirming firm level AUM).

D. The Firm has a positive net worth. * (A letter confirming positive net worth from an independent CPA firm or a copy of your most recent audited financial statements)

E. The firm has or will acquire within six months of contract award an ERISA fidelity bond, with the

PBGC as a loss payee, in the minimum amount of $1,000,000.00 and no deductible. The bond shall cover, at a minimum, losses due to dishonest or fraudulent acts by the contractor. * (Proof of the existence of such fidelity bond or a statement in the proposal that the Offeror has the ability to qualify for an ERISA fidelity bond).

F. The firm has or will acquire within six months of contract award errors and omissions coverage, and any other fiduciary coverage in the minimum amount of $2,000,000.00 with a maximum deductible of $75,000.00 per claim. The policy shall cover, at a minimum, losses caused by errors, omissions, or negligent acts of the contractor.

PRODUCT LEVEL MINIMUM ELIGIBILITY REQUIREMENTS (CORE FIXED INCOME)

A. Proposed qualifying product is actively managed against the Bloomberg U.S. Aggregate Bond Index and available in a separate account format.

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B. The firm must manage at least a combined $250,000,000 USD as of 6/30/22 in multi-sector, US Core and Core Plus products suitable for a tax-exempt sponsor. *(Advisory assets shall not be included in this total)

C. The firm currently has at least one tax exempt institutional account with at least $25,000,000.00 USD invested in the proposed qualifying product as of 6/30/22. (A tax-exempt account is defined as a separate account or a commingled fund managed on behalf of institutional investors that are tax-exempt. This definition excludes mutual funds, closed-end funds, and partnerships that are available for purchase by taxable entities). *To enable the PBGC to assess minimum eligibility requirements B and C, the firm shall provide for the account and the proposed qualifying product totals for the following as of 6/30/22:

i. Total asset value of the account and the proposed qualifying product

ii. Description of the benchmark for the account and the proposed qualifying product

iii. Portfolio Characteristics (duration, credit quality and fixed income market sector breakdown) of the portfolio

D. The firm does not utilize a sub-advisor(s) in the management of the proposed qualifying product.

E. The proposed qualifying product must have at least 5 years of live performance history as of 6/30/22 * (Provide a GIPS-compliant Performance Presentation. Simulated results are not acceptable).

F. The performance history presented complies with the CFA Institute (CFAI) Global Investment Performance Standards (GIPS).

G. The firm must calculate the average of all rolling 36-month information ratios for the past 10 years or since product inception, whichever is shorter, through 6/30/22. The IR average calculation shall be based on gross returns. Rolling quarterly calculations are not acceptable. The average, using the GIPS compliant performance information presented in the proposal, must exceed the following value: 0.50. To enable the PBGC to assess minimum eligibility requirements for items C, E and F, the Offeror shall include Attachment 1 – Table I, Table II, and Table III as well as the IR Table provided below in its Volume I: “Firm and Product Minimum Eligibility Requirements” proposal.

The Offeror shall employ the methodology described below when calculating the average of its rolling 36-month information ratios for the past years or since product inception, whichever is shorter, through 6/30/22.

The Offeror shall calculate the monthly geometric** excess return, using the Bloomberg U.S.

Aggregate Bond Index, for each month of performance. Then, calculate the annualized 36-month excess return for each rolling 36-month period. Divide this by the annualized standard deviation***

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of excess returns for each rolling 36-month period. Finally, calculate a simple average of these results. For example, if a product has 16 rolling 36-month periods since inception, provide the simple average of those 16 Information Ratios.

**Geometric Excess ((1+A/100)/(1+B/100))-1 A – Monthly Fund Return B – Monthly Index Return ***To annualize risk – must multiply by square root of 12 (for monthly)

For example, if a product has an inception date of March 31, 2018, the first time period that would have 36 months of performance data would be April 30, 2018 through March 31, 2021. This is the first IR data point. The next time period would be May 31, 2018 through April 30, 2021 - this is the second IR data point. The third time period would be June 30, 2018 through May 31, 2021 -this is the third IR data point. And so on, until the last period, which would be July 31, 2019 through June 30, 2022 - the 16th IR data point. Calculate the average of those 16 IR data points. This is the number that must be greater than 0.50 as illustrated below:

IR Table

Rolling 36 Month periods Rolling Period #

IR for Rolling

Month Period (example only)

04/2018 through 03/2021 Rolling 36 month period #1 0.65 05/2018 through 04/2021 Rolling 36 month period #2 0.60 06/2018 through 05/2021 Rolling 36 month period #3 0.57 07/2018 through 06/2021 Rolling 36 month period #4 0.51 08/2018 through 07/2021 Rolling 36 month period #5 0.54 09/2018 through 08/2021 Rolling 36 month period #6 0.62 10/2018 through 09/2021 Rolling 36 month period #7 0.61 11/2018 through 10/2021 Rolling 36 month period #8 0.60 12/2018 through 11/2021 Rolling 36 month period #9 0.59 01/2019 through 12/2021 Rolling 36month period #10 0.55 02/2019 through 01/2022 Rolling 36 month period #11 0.52 03/2019 through 02/2022 Rolling 36 month period #12 0.50 04/2019 through 03/2022 Rolling 36 month period #13 0.48 05/2019 through 04/2022 Rolling 36 month period #14 0.49 06/2019 through 05/2022 Rolling 36 month period #15 0.45 07/2019 through 06/2022 Rolling 36 month period #16 0.39 Average IR of these 16 rolling 36 month periods is: 0.54

Attachment 1 – Table 1

Please provide the monthly and quarterly returns (to two decimal places) for the portfolio and the benchmark, from inception to June 2022. The IR table shall be provided in Microsoft Excel format.

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Monthly Returns Quarterly Returns Month Portfolio

(gross of fees) Benchmark Alpha

Quarter Portfolio (gross of fees) Benchmark Alpha

Jun.-22 0.00% 0.00% 0.00% Jun-22 0.00% 0.00% 0.00% May.-22 0.00% 0.00% 0.00% ….. ….. ….. …..

….. ….. …… ….. 0.00% 0.00% 0.00% Inception 0.00% 0.00% 0.00%

Attachment 1 – Table 2

Please provide quarterly portfolio characteristics for both the proposed product and its benchmark for the previous five years. Please specify the benchmark used.

Effect ive Durat ion

Effective Convexity

Option Adjuste d Spread

Yield to Maturity

Average Coupon

Average Quality (Moody’s)

Number of Holdings

Key Rate Duration

Key Rate Duration

Key Rate Duration

Key Rate Duration

Key Rate Duration

Jun-22 Mar-22 Dec-21

Jun-22 Mar-22 Dec-21

Attachment 1 – Table 3

Provide the quarterly, quarter-end sector allocations of the portfolio and the appropriate benchmark for the previous five years in the following table. Please specify the benchmark used.

Sample Table Only The Offeror shall use this format to enter its data in an Adobe PDF table

Sample Table Only enter its data in an Adobe PDF table

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The Offeror hereby certifies that it meets all of the Firm and Product Level Minimum Eligibility Requirements.

Authorized Signature Date

Title Name of Firm

Attachment 2 - Amendment 0001

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ATTACHMENT 2

PRODUCT LEVEL QUESTIONNAIRE

Please see the solicitation’s Section 4: “Instructions to Offerors” for instructions on how to complete the responses to this Attachment 2.

A. INVESTMENT MANAGEMENT PHILOSOPHY AND PROCESS FOR THE PRODUCT

1. Describe your investment philosophy, including your basic investment beliefs and assumptions reflected in your investment strategy.

2. Describe your investment strategy (e.g., bottom-up, top-down, fundamental, quantitative, etc.) in detail, as well as the investment style/approach that best describes your strategy, the performance active return and risk objectives the strategy seeks to achieve, and the benchmark against which the strategy is managed.

3. What are the sources of value-added performance (e.g., security selection, sector selection, duration/yield curve management, relative value, factor exposure management, market timing, information advantage, etc.) of this strategy?

a. What market anomaly or inefficiency are you trying to capture?

b. Why do you believe this philosophy will be successful in the future? Provide any evidence or research that supports this belief.

c. How has this philosophy evolved over time? Describe the thought process and subsequent analysis in support of this evolution.

d. Do your philosophies for individual market segments (e.g., corporates vs. mortgages, or Agencies, etc.) differ?

4. Describe the unique competencies of your firm for this product relative to peers.

5. Describe how your firm’s strategy for this mandate would perform in the following market environments as well as how value-added and benchmark tracking error risk expectations would differ in these environments:

a. Bear bond market

b. Bull bond market

c. Sideways bond market

6. Describe how you source investment ideas:

a. What is the universe of securities considered for investment? What non-index sectors and securities are considered for investment?

b. Describe how you generate investment ideas and what sources you use. Do you identify major secular trends to guide the search process? What proportion of total investment ideas are identified internally? To what extent do you use external sources to generate investment ideas and, if so, what are those sources?

7. Provide a description of how investment decisions are made.

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a. Are investment decisions made by individuals, or teams? If by teams, describe the process through which ultimate portfolio decisions are made.

b. Indicate whether a particular individual has final veto power and identify that individual.

c. Include a visual schematic of the portfolio decision making process in an attachment.

d. Describe in detail the role that credit, mortgage, quantitative or other research analysts have in the investment decision making process?

e. What impact do managers of other investment products have in the investment decision making process for this product?

8. Is there a strategic or management committee charged with ensuring established decision-making processes are appropriately followed and implemented?

a. If so, are they also charged with measuring the performance of this process?

b. If so, describe how this process is evaluated.

9. Describe how your firm’s investment process evaluates liquidity risk for the subject product’s universe of fixed income assets.

a. What rules does the firm employ in its process to ensure an appropriate level of liquidity exists for the portfolio holdings?

b. Does liquidity affect the level of turnover in the portfolio?

c. Describe stress tests employed by your firm to assess how liquidity might be impacted in crisis market environments such as March 2020.

d. In the past, has there been any adjustment to the firm’s process to address liquidity limitations due to growth of the size of its assets under management?

10. Describe your portfolio construction and management process.

a. What are the quantitative and qualitative processes used to establish and manage exposure levels in a portfolio to maximize risk-adjust returns.

i. Who determines security and sector weightings?

ii. How are those exposures established and changed? What factors are considered in making those decisions?

b. What is the relative importance of each of the following factors in the process?

i. Economic scenario/theme development

ii. Duration positioning

iii. Yield curve analysis

iv. Relative spread analysis

v. Credit spread and risk analysis

vi. Prepayment analysis and modeling

vii. Benchmark relative risk controls

viii. Other (define)

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c. How many securities are typically held in your portfolio? What is the average holding period for an individual security?

d. What has the annual turnover rate of your portfolio been for each of the past 3 years?

11. Describe your ongoing portfolio rebalancing process at the security level. What is the security selection and divestment process?

a. Describe the decision-making process for the purchase of a security. Give a detailed description of issue valuation disciplines including key valuation criteria and models employed.

b. Describe credit quality evaluation process.

c. Who is involved in considering the security for purchase? What information is considered? What criteria must be satisfied to purchase a security? Who makes the final decision to invest in or reject a proposed investment? How are positions sized?

d. Describe the decision-making process for the sale of a portfolio holding. Who is involved in considering the sale of a position? What information is considered? What criteria must be satisfied to sell a security? Who makes the final decision to sell a security?

12. Describe your portfolio monitoring and evaluation process.

a. Describe in detail activities undertaken to monitor developments at the fixed income issuers of the securities included in the portfolio.

b. How frequently do analysts communicate directly with or visit the management of fixed income issuers who make up the actual or potential holdings of the portfolio?

c. How is this information recorded, communicated, and incorporated in the decision-making process?

d. Describe what activities and analysis you conduct to evaluate the performance of your portfolio and to improve your investment process. How frequent is this self-evaluation conducted?

e. What would be the frequency of derivative use (strategic or tactical or both)?

f. What are the average and maximum percentages of the proposed product portfolio that derivatives would comprise?

g. What percentage of derivative positions would be ‘covered’ or “backed”?

h. Is coverage or backing provided by like securities or securities with dissimilar qualities?

If so, describe why and what types of securities are utilized to provide coverage or backing for derivative positions.

i. Would you be able to adequately implement your investment process and achieve target portfolio objectives as described earlier if 100% derivatives coverage or backing were required? How would your firm propose to fulfil this requirement?

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j. Describe the objectives, policies, and practices regarding the use of these derivatives for the proposed product.

k. If derivatives are used in the proposed product to enhance yield, describe the strategies employed (e.g., delta hedges, straddles, etc.). Would any leverage (economic and/or accounting) be introduced to the proposed PBGC portfolio as a result of using these strategies in the proposed product?

l. What percentage of transactions are swaps? Describe in detail the types of swaps your firm uses in the proposed product and would use for the proposed product.

m. Provide a copy of your firm’s derivative reporting to clients. With what frequency is this report provided? What additional metrics could your firm provide to inform clients of their notional and net exposures? If counterparty information is not provided to clients as part of this reporting, how do you propose to communicate counterparty exposure and risk to clients?

13. Include a discussion of how the use of derivatives is consistent with your approach to fixed income management.

14. To what extent, and in what form, does your strategy rely on the use of leverage to achieve its objectives, if at all? Discuss the management of leverage, and cash backing to limit liquidity risks? How would leverage be measured and what are typical levels for the proposed product?

15. Provide sample reports for how you monitor leverage and compliance with leverage limits in client guidelines.

16. Does your product utilize any shorting strategies? If so, please describe. If shorting is employed, describe how the portfolio construction and investment process would be adjusted to ensure no net short exposure in the portfolio.

17. Under what circumstances would your firm deviate from its discipline?

18. Is a risk budgeting approach taken for portfolio construction? If so, describe this approach in detail in terms of how exposures are structured and changed.

19. How is portfolio risk managed and monitored? Please distinguish risk management in the portfolio management process from risk management in the security selection process. Describe all risk management functions and tools utilized. What are the key risks being managed in the proposed product?

a. Describe risk management techniques used in the portfolio construction process for each of the following types of bond risk:

i. interest rate risk

ii. spread volatility risk

iii. sector risk

iv. credit risk

v. yield curve risk

vi. liquidity risk

b. Describe how you monitor and manage:

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i. Any residual risk versus the benchmark

ii. Value at risk.

20. Describe the risk metrics employed in managing the portfolio, focus on metrics used in any risk budgeting or risk allocation processes in portfolio management. How are limits set (e.g., how much deviation is allowed)?

21. How do you measure and monitor risk to ensure that risk parameters are in line with the subject product benchmark and within client guidelines? Who is responsible?

22. How important is benchmark tracking error in the portfolio construction process? How is it measured and managed? Is tracking error decomposed into key risk factors?

23. What is the expected annualized tracking error for the anticipated portfolio over a one-year period and over a market cycle (e.g., 3 to 5 years)?

24. Do you use cash as a method of risk control instead of derivatives or for downside risk management? Describe the role of cash in the portfolio. Indicate how much cash is generally held in the proposed portfolio.

25. Describe any risk measurement systems (such as Wilshire Axiom, BARRA, RiskMetrics, Blackrock Solutions, etc.) used and how their analysis is incorporated into the portfolio management process. Indicate whether any risk factor models are used and whether they are proprietary.

26. Describe the use of stress testing or scenario analysis in managing the portfolio.

27. Describe the use of any other quantitative tools or models (not covered above) used in managing and monitoring the portfolio.

28. Describe your internal guidelines for diversification and concentration for this portfolio. Discuss position, issuer, industry, sector, and region limits, as appropriate. Please state the minimum and maximum number of securities held in the portfolio.

29. Describe any restrictions on the holdings of particular securities or sectors (not covered above).

B. PROFESSIONAL STAFF AND RESOURCES

1. Provide a detailed organization chart of professionals, including names and titles, associated with the selected product.

2. List all principal officers, Chief Investment Officer, Lead Strategy Portfolio Manager (Key Personnel – See the solicitation’s Section 3.3. for minimum qualification details) , other portfolio managers, research analysts, and client service officers involved with the subject product and provide detailed biographies for each individual in an attachment. If research analysts are keys to the investment decision-making process, be sure to include them and their biographies. In the table below, highlight the person(s) who would be responsible for these respective accounts including the lead and back-up portfolio managers.

Table 4

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Table 5

Fixed Income Employees Target Current 2021 2020 2019 2018 2017 2016 2015 2014

Left Past 3 Yrs.

Portfolio Managers Research Staff/Analysts Total Investment Staff Operational Risk Assessment Staff Executive Mgmt. (non-invest. staff) Marketing/Client Service Total Fixed Income Employees

3. To the extent there are any formal teams or committees (e.g., investment committee, etc...)

involving investment professionals, provide the names of the persons on each committee.

a. Who attends the meetings?

b. How often are the meetings held?

c. How is the committees view communicated and implemented?

d. To what extent does the PM have discretion to deviate from the committee’s consensus?

4. Indicate when and why any key fixed income investment personnel (e.g., portfolio managers, analysts, traders) left or joined the firm in the last five years and identify the products with which they were/are involved. List by asset class product and function. (For personnel who have left, indicate job titles and years with the firm and who replaced them).

5. Address key person risk for this portfolio.

a. Describe your firm’s backup procedures and persons involved in the event the key investment professional assigned to this account should leave the firm.

b. Discuss your organization’s succession plan, including detailed information about the individuals involved with this subject product. Does the firm anticipate any significant changes in its organizational leadership?

1 Indicate whether individual has responsibilities for products other than the subject products.

2 Most advanced degree only.

Name

Title Responsibilities 1

Total Years of Experience

Years With Firm

Years With Subject Product

Education / Degree/Year

School

Professional Designations enter its data in an Adobe PDF table

Sample Table Only

PAGE 24 OF 33 16PBGC23R00010001

6. Discuss your organization’s compensation and incentive program with respect to the investment professionals associated with this product. How are investment professionals evaluated and rewarded? What incentives are provided to attract and retain superior individuals? If equity ownership is possible on what basis is it determined and distributed?

a. Explain to what extent investment professionals are rewarded on the basis of performance versus asset gathering?

b. Please state what percentage of top management and key subject product professionals' net worth is in the firm and the subject product/strategy. Is any percentage of current compensation deferred into the firm's products?

7. Indicate whether the capabilities for managing this product were developed in-house or derived through the acquisition of investment talent from another firm. If the latter, indicate when this occurred and what factors led to the buy versus make decision.

8. Describe the structure and organization of your firm’s research capability. To what extent are the research analysts available to other products or are they largely dedicated to this mandate or…