16PBGC25R0061_SSIMS RFP_20251118_Final.pdf

COMBINED SYNOPSIS/SOLICITATION

FOR COMMERCIAL PRODUCTS OR COMMERCIAL SERVICES

This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation;

proposals are being requested and a written solicitation will not be issued.

This is a Request for Proposal (RFP). The solicitation number is 16PBGC25R0061. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2025-06.

The applicable NAICS code is 523940 with a size standard of $47 million. This solicitation is not issued as a small business set-aside.

The price schedule, description of work, period of performance, instructions, evaluation criteria, clauses, provisions, and due date are contained in the documents attached to this announcement.

Section 1 - Summary & Schedule of Supplies or Services Section 2 - Work Statement/List of Supplies & Quantities

FAR 52.204-7 System for Award Management. (NOV 2024) FAR 52.204-13 System for Award Management Maintenance. (OCT 2018) FAR 52.204-16 Commercial and Government Entity Code Reporting. (AUG 2020) FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020) FAR 52.212-1 Instructions to Offerors - Commercial Products and Commercial Services. (SEP 2023).19 FAR 52.204-29 Federal Acquisition Supply Chain Security Act Orders-Representation and Disclosures.

(DEC 2023)

FAR 52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services. (OCT 2025) FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023) - Alternate I (NOV 2021) FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Products and Commercial Services. (OCT 2025) FAR 52.217-8 Option To Extend Services. (NOV 1999) FAR 52.217-9 Option To Extend the Term of the Contract. (MAR 2000) FAR 52.219-1 Small Business Program Representations. (FEB 2024) FAR 52.229-11 Tax on Certain Foreign Procurements-Notice and Representation. (JUN 2020) FAR 52.252-1 Solicitation Provisions Incorporated by Reference. (FEB 1998) FAR 52.252-2 Clauses Incorporated by Reference. (FEB 1998) PBGC 52.201-7000 Contracting Officer's Representative (JUN 2017)

PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

PBGC 52.209-7002 HANDLING PBGC DATA (MAY 2017)

PBGC 52.216-7003 CEILING PRICE (FEB 2013)

PBGC 52.231-7000 OTHER DIRECT COSTS (MAY 2012)

PBGC 52.232-7005 LIMITATION OF FUNDS (APR 2018)

PBGC 52.232-7009 SUBMISSION OF ELECTRONIC INVOICING USING INVOICE PROCESSING

PLATFORM (IPP) FOR TIME AND MATERIAL, LABOR-HOURS, AND FIXED PRICE (FEB 2023)

PBGC 52.232-7011 AVAILABILITY OF FUNDS - NO OR PARTIAL FUNDING (NOV 2023)

PBGC 52.239-7000 SECTION 508 ACCESSIBILITY STANDARDS (MAR2020)

PBGC 52.242-7000 POSTAWARD CONFERENCE (JAN 2023)

Section 3 - Attachments and Exhibits Section 4 - Instructions to Offerors Section 5 - Evaluation & Basis for Award

Section 1 - Summary & Schedule of Supplies or Services

1.1. General

The Contractor shall provide the personnel and services necessary to perform this hybrid Labor Hour (LH) and Fixed-Rate Variable-Quantity (FRVQ) effort in accordance with the Statement of Work (SOW). This contract type allows the contractor to invoice based on hours spent monitoring the asset as well as the actual dollars received from liquidations product, multiplied by the contractor's negotiated fee.

All work performed under this contract shall be provided within the hours and at the fully-burdened hourly rate established for each of the labor categories below. Work assignments shall be used to assign work as stated in the SOW. The number of hours listed are for pricing purposes only and will be removed in the award.

1.2. Pricing Schedule

Offerors shall provide prices for the labor categories and disposition fees, as set forth below. PBGC has provided pricing assumptions in the solicitation. These assumptions should be used by the Offerors in calculating pricing. The pricing assumptions provided by PBGC in the solicitation are not indicative of the work the Offerors can expect to receive on an annual basis under this contract. The Offeror’s total annual price per year of the contract as well as annual price per service will be used for price evaluation purposes only.

CLIN series X002 shall be utilized on a Not to Exceed (NTE) basis. Miscellaneous fees associated with sales shall be reimbursed in accordance with PBGC 52.231-7000, Other Direct Costs (MAY 2012).

Base Period: March 1, 2026 to February 28, 2027

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 0001 Labor Hour Ceiling $

Optional 0002 Other Direct Costs (ODCs) / Travel (NTE) $16,000.00

Total for CLIN 0001 and CLIN 0002 $

CLIN 0003: Marketable Securities Disposition fee in Basis Points (BP) ____ on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 0004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 1: March 1, 2027 to February 29, 2028

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 1001 Labor Hour Ceiling $

Optional 1002 Other Direct Costs (ODCs) / Travel (NTE) $15,000.00

Total for CLIN 1001 and CLIN 1002 $

CLIN 1003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 1004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 2: March 1, 2028 to February 28, 2029

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 2001 Labor Hour Ceiling $

Optional 2002 Other Direct Costs (ODCs) / Travel (NTE) $18,000.00

Total for CLIN 2001 and CLIN 2002 $

CLIN 2003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 2004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 3: March 1, 2029 to February 28, 2030

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 3001 Labor Hour Ceiling $

Optional 3002 Other Direct Costs (ODCs) / Travel (NTE) $17,000.00

Total for CLIN 3001 and CLIN 3002 $

CLIN 3003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 3004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 4: March 1, 2030 to February 28, 2031

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 4001 Labor Hour Ceiling $

Optional 4002 Other Direct Costs (ODCs) / Travel (NTE) $20,000.00

Total for CLIN 4001 and CLIN 4002 $

CLIN 4003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 4004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 5: March 1, 2031 to February 29, 2032

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 5001 Labor Hour Ceiling $

Optional 5002 Other Direct Costs (ODCs) / Travel (NTE) $19,000.00

Total for CLIN 5001 and CLIN 5002 $

CLIN 5003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 5004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 6: March 1, 2032 to February 28, 2033

CLIN Labor Category Hourly Rate Hours (for evaluation Extended Price purposes only)

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 6001 Labor Hour Ceiling $

Optional 6002 Other Direct Costs (ODCs) / Travel (NTE) $22,000.00

Total for CLIN 6001 and CLIN 6002 $

CLIN 6003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 6004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 7: March 1, 2033 to February 28, 2034

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 7001 Labor Hour Ceiling $

Optional 7002 Other Direct Costs (ODCs) / Travel (NTE) $21,000.00

Total for CLIN 7001 and CLIN 7002 $

CLIN 7003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 7004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 8: March 1, 2034 to February 28, 2035

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 8001 Labor Hour Ceiling $

Optional 8002 Other Direct Costs (ODCs) / Travel (NTE) $24,000.00

Total for CLIN 8001 and CLIN 8002 $

CLIN 8003: Marketable Securities Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 8004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Option Period 9: March 1, 2035 to February 29, 2036

CLIN Labor Category Hourly Rate Hours (for evaluation purposes only)

Extended Price

Senior Portfolio Manager $ 120 $

Analysts/Researchers $ 140 $

Operations $ 160 $

Administrative/Support Staff $ 20 $

CLIN 9001 Labor Hour Ceiling $

Optional 9002 Other Direct Costs (ODCs) / Travel (NTE) $23,000.00

Total for CLIN 9001 and CLIN 9002 $

CLIN 9003: Marketable Securities

Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____ on the balance in Net Sale Proceeds.

CLIN 9004: Non-Marketable Securities and Other Illiquid Assets Disposition fee in BP ____, on first $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on next $_______________ in Net Sale Proceeds.

Disposition fee in BP ____, on the balance.

NOTE: Disposition fees are to be based on a liquidation of $25 million in any given year, with $20 million in Marketable Securities and $5 million in Non-Marketable Securities.

Section 2 - Work Statement/List of Supplies & Quantities

STATEMENT OF WORK

Special Situation Investment Management Services

(Updated: November 6, 2025)

I. GENERAL

1. Background

The Pension Benefit Guaranty Corporation (PBGC) is a federal corporation created by Title IV of the Employee Retirement Income Security Act of 1974 (ERISA) to protect the retirement security of American workers, retirees, and beneficiaries in both single-employer and multiemployer private-sector pension plans. The agency’s two insurance programs are legally separate and operationally and financially independent. PBGC is directly responsible for the benefits of nearly 1.4 million participants and beneficiaries in failed single-employer pension plans. The Single-Employer Program is financed by insurance premiums, investment income, and assets and recoveries from failed single-employer plans. The Multiemployer Program is financed by insurance premiums and investment income. Special financial assistance for financially troubled multiemployer plans is financed by general taxpayer monies.

PBGC maintains two separate investment funds: the Revolving Fund and the Trust Fund. The Revolving Fund primarily consists of premium receipts and is invested solely in book-entry U.S. Government securities held at the U.S. Treasury. In contrast, the assets of the Trust Fund are primarily assets received from terminated and trusteed plans with individual securities held primarily at one custodian (“Custodian Bank”) and commingled funds held at various other custodians. The Trust Fund offers more flexibility in investment opportunities compared to the Revolving Fund and assets classes consist of global equity and fixed-income investments. The Special Situation Investment Manager (SSIM) is responsible for accepting certain special situation assets (SSAs) assigned by PBGC’s Corporate Investments Department (CID) for inclusion in the Trust Fund.

SSAs are typically unusual, illiquid, or difficult to market. Examples of these positions include, but are not limited to, common stock of private or closely held companies; public equity positions with little or no trading activity, trading restrictions and/or other limitations; public equity positions that represent a large percentage ownership of a company; direct private real estate; real estate limited partnerships; thinly traded real estate investment trusts; promissory notes; thinly traded bonds; profit-sharing interests; warrants;

options; commodities; interests in limited liability corporations; asset-backed securities; and bankruptcy claims. The SSIM may be assigned any asset PBGC deems to be an SSA.

The primary responsibility of the SSIM lies in devising liquidation strategies and executing plans for the disposal of SSAs, which are typically not intended for long-term retention. However, given the illiquid nature of these holdings, it is recognized that they may remain in the portfolio for extended periods of time (or to maturity) if efforts to prudently market and liquidate the positions at fair value are not successful.

The liquidation proceeds generated from the successful sale of these positions do not remain with the SSIM and are promptly transferred from the SSIM’s account to a holding account at the Custodian Bank. The Government does not envision a situation in which liquidation proceeds will be held by the SSIM.

The SSIM shall act as a fiduciary in accordance with ERISA 3(21) with respect to the assets assigned to it and to PBGC and, in general, shall have full and complete discretion with regard to the positions assigned as well as independent voting authority consistent with ERISA for those positions for which proxy voting is required. In addition to proxy voting for assigned SSAs, the SSIM will be responsible for handling proxy voting for portfolios of securities that are in transition and not yet assigned to other PBGC investment managers. This primarily includes the in-kind assets that are commingled from terminated and trusteed pension plans prior to liquidation or transition to other PBGC investment managers and separate and distinct from the SSAs assigned to the SSIM.

2. Objective

CID seeks a qualified firm to provide Special Situation Investment Management Services (SSIMS) as described in this statement of work.

3. Scope of Work

The SSIMS contractor will be tasked with undertaking SSAs assigned by CID, then managing and seeking to liquidate the portfolio of assets. This includes developing innovative liquidation and marketing strategies for these illiquid assets and assisting in the evaluation of proposed restructuring plans or settlements, as necessary, for the SSAs. The SSIM will have full proxy voting discretion for the assigned assets, maintain a disaster recovery and business continuity plan, and provide comprehensive reporting on the status of the assets managed, in addition to other responsibilities, as further noted in SOW Section III.

4. Contract Type

The Government intends to award a hybrid labor-hour (LH) / fixed-rate, variable-quantity (FRVQ) contract. This contract type allows the contractor to invoice based on hours spent monitoring SSAs as well as the actual dollars received from liquidations product, multiplied by the contractor's negotiated fee.

5. Period of Performance

PBGC anticipates a 10-year period of performance extending from March 1, 2026 through February 29, 2036. This includes one 12-month base period and nine 12-month option periods as outlined below.

Incorporation of the clause at Federal Acquisition Regulation (FAR) 52.217-8, Option to Extend Services, allows for potential contract extension for up to six additional months through August 31, 2036.

Base Period: March 1, 2026 – February 28, 2027 Option Period 1: March 1, 2027 – February 29, 2028 Option Period 2: March 1, 2028 – February 28, 2029 Option Period 3: March 1, 2029 – February 28, 2030 Option Period 4: March 1, 2030 – February 28, 2031 Option Period 5: March 1, 2031 – February 29, 2032 Option Period 6: March 1, 2032 – February 28, 2033 Option Period 7: March 1, 2033 – February 28, 2034 Option Period 8: March 1, 2034 – February 28, 2035 Option Period 9: March 1, 2035 – February 29, 2036

6. Place of Performance

All work will be performed at the Contractor’s facilities with the exception of one on-site annual meeting, generally held in the third quarter of each calendar year. The Government anticipates the meeting location will alternate between PBGC headquarters (445 12th Street, SW, Washington, DC 20024) and the Contractor’s office to the extent allowable under Federal regulations. All travel must be authorized by the Contracting Officer’s Representative (COR) prior to making reservations. (See additional travel restrictions in SOW Section II.1.2.7.)

II. TASKS AND PROCEDURES

1. Tasks

1.1 Task 1 – Management and Liquidation of SSAs

The Contractor shall:

1.1.1 Barring a supportable conflict of interest on the part of the SSIM, accept all SSA assignments provided by CID and begin developing a liquidation strategy upon receipt.

1.1.2 Upon receipt of each assignment, review CID-provided information and gather additional details from affiliated and non-affiliated parties, including public sources.

1.1.3 Upon review of this information, perform or obtain an asset valuation, as necessary, based on historical, current, and projected information (when available).

1.1.4 Engage third parties including, but not limited to, legal representation, specialty consultants, and valuation firms, as necessary, in order to facilitate management and liquidation of SSAs. The Contractor may be requested to act as an agent to PBGC and sign contracts with these third parties, where applicable.

All related costs paid by the Contractor may be passed through and billed to PBGC. In situations where costs cannot be paid directly by the Contractor, the Contractor shall submit invoices to PBGC, along with a recommendation for payment, and PBGC shall make or arrange payment. When the Contractor cannot act as an agency to a third-party contract, PBGC will seek to establish the contract directly with the third party.

The Contractor shall notify PBGC in advance of engaging any third party.

1.1.5 Develop a liquidation strategy and prospective liquidation time frame and identify potential obstacles and risks particular to the asset by utilizing extensive knowledge of financial and securities analysis, laws, regulations, and marketing techniques, as well as leveraging experience with institutional investment companies, pension plans, and secondary markets, as necessary.

1.1.6 As required, identify and negotiate with management of issuing companies and/or institutional investors, as well as coordinate with legal counsel, accountants, administrators, transfer agents, brokers, purchasers, and financial institutions.

1.1.7 Perform all related ancillary services for the liquidation of SSAs including, but not limited to, coordinating administrative, accounting and securities settlement, and delivery matters with the Custodian Bank.

1.1.8 Maintain communication with CID staff and the COR identified in the contract, as necessary, to facilitate monitoring and liquidation of SSAs.

1.2 Task 2 – Meetings and Reporting

The Contractor shall provide statements and reports at the designated frequencies that detail the information below. Narrative reports may be prepared using Microsoft Word or Adobe. Microsoft Excel is acceptable for submitting quantitative data such as security identifiers, market value, and similar data.

1.2.1 Inventory of Securities – Listing of all holdings, stated at both cost and market or estimated value, using appropriate accounting standards to include the identifier (CUSIP), account number, type of asset, task number, security name, par value, cost, price (per share), and market value. (Frequency: monthly, NLT business-day 10 of the following month.)

1.2.2 Account Activity Report – All account activity for the period, including purchases, sales, income received, accruals, and issue maturities. (Frequency: monthly, NLT business-day 10 of the following month.)

1.2.3 Narrative Report – Narrative on each position within the inventory, which provides approximate market value, the valuation source, the type of assignment (i.e., valuation/liquidation, advisory), and total inception-to-date costs charged to PBGC by the Contractor (through the prior month’s end, not through the actual date of the report). Additionally, the narrative must provide a description of the asset held, the assignment date, a synopsis of work completed since inception of the task, the prior month’s activity performed by the Contractor, and the current thesis with respect to the asset. (Frequency: monthly, NLT business-day 10 of the following month.)

1.2.4 Proxy Voting Report – At a minimum, the quarterly proxy voting report shall include issuer name, number of shares held, meeting date, issue voted on, whether the matter was proposed by issuer or shareholder, vote, rationale (if against), and management vote. (Frequency: quarterly, NLT the last business day of the month following each quarter’s end.)

1.2.5 Significant Position Report – Report on the status of significant positions, which is a list of equity positions at or exceeding 5% of total shares outstanding. The SSIM may utilize a combination of publicly available information and PBGC-provided information to determine if the threshold has been met.

(Frequency: quarterly, NLT the last business day of the month following each quarter’s end.)

1.2.6 Monthly Virtual Meetings – Participate in monthly virtual meetings that primarily cover updates on the holdings in the portfolio. The Contractor will provide the Narrative Report in advance of a monthly meeting. (Frequency: monthly, generally held in third week following each month’s end.)

1.2.7 Annual On-site Meetings – Participate in one on-site meeting per year, which will alternate between PBGC headquarters (445 12th Street, SW, Washington, DC 20024) and the Contractor’s office, to the extent allowable by current Federal regulations. PBGC shall provide the Contractor with an agenda in advance of the annual meeting and generally include areas focusing on the organization, operations, proxy voting, trading, compliance, an asset-by-asset portfolio review, and any special topics. Contractor travel to annual on-site meetings at PBGC headquarters is incorporated into the contract line-item number for other direct costs (ODCs) in the pricing schedule. All travel expenses must be pre-coordinated with, and approved by, the COR prior to making reservations and comply with FAR 31.205-46, Travel Costs.

(Frequency: annually, generally held in the third quarter in each calendar year.)

1.2.8 Asset Evaluation and Liquidation Strategy – Upon SSA assignment, PBGC generally requires a written evaluation of each asset, complete with an accompanying liquidation strategy and proposed timeline for liquidating the asset. (Frequency: dependent on the particular facts and circumstances of each asset assigned to the Contractor as dictated by PBGC.)

1.2.9 Annual Statements and Reports – Provide annual statements and reports that detail the following information: evidence of fidelity bond and errors and omissions of professional liability coverage, Form ADV Parts I and II or valid proof of SEC exemption, and SOC 1 report (if available). (Frequency: annually, generally requested in the second quarter of each calendar year.)

1.2.10 Initial Reconciliation Reports – Reconcile the Custodian Bank’s records and communicate any discrepancies to the Custodian Bank, review the Custodian Bank’s pricing and raise any questions or challenges, and complete a reconciliation worksheet. (Frequency: monthly, NLT business day 3 following each month’s end.)

1.2.11 Final Reconciliation Reports – Provide final reconciliation to the Custodian Bank. (Frequency:

monthly, NLT business day 10 following each month’s end.)

1.2.12 Investment, Market, and Economic Research – Provide the Contractor’s internal or external investment, market, and economic research training materials, support capabilities, and services in the performance of this mandate. This does not include proprietary models or information unique to the Contractor’s investment process. (Frequency: As requested by PBGC.)

1.3 Task 3 – Non-SSA Consulting

As necessary, the Contractor may be requested to assist in evaluating proposed restructurings and renegotiations, and providing advice, guidance, and consulting services throughout the process to protect the rights and interests of PBGC and plan participants with respect to assets that may not be assigned to the Contractor.

1.4 Task 4 – Agency and Proxy Voting Authority

The Contractor shall:

1.4.1 Act as PBGC’s agent in connection with assigned SSAs and have full proxy voting discretion, where appropriate, with respect to the SSAs and all assets for which PBGC has responsibility but has not assigned the asset to any other PBGC investment manager.

1.4.2 Utilize proxy policies and procedures that are consistent with ERISA to facilitate periodic voting.

1.4.3 Discuss specific proxy votes (as necessary).

1.4.4 Prepare a quarterly proxy voting report (described above).

1.5 Task 5 – Disaster Recovery and Business Continuity Requirements

The Contractor shall have and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. The plan shall be tested and/or updated annually.

The Contractor shall provide a copy of the annual test as requested by PBGC, subject to the Contractor’s privacy policies that may limit dissemination of certain documentation. At a minimum, the disaster recovery plan shall include the following:

1.5.1 Emergency response procedures including:

1.5.1.1 Step-by-step instructions identifying explicit techniques to be used for responding to various emergency situations (e.g., communication protocols, cybersecurity measures, backup and recovery systems, and alternative work locations);

1.5.1.2 Identification of disaster recovery teams; and

1.5.1.3 An organizational chart and list of key personnel responsible for performing the disaster recovery actions as well as the priority of duties and lines of authority.

1.5.2 Backup site activation procedures identifying:

1.5.2.1 Backup site location; and

1.5.2.2 Backup site activation processes.

If the backup site is operated by an organization other than the Contractor, a copy of the Alternative Site Processing Agreement shall be provided to the Contracting Officer and COR within 30 days after being added to the plan or at the same time as the current and/or revised plan, whichever is earlier. Backup site activation procedures shall contain a list of key personnel and the recovery team(s) they support.

1.5.3 Primary site recovery procedures including:

1.5.3.1 Instructions for accomplishing salvage operations;

1.5.3.2 A replacement acquisition strategy for hardware, software, telecommunications, and related technology;

1.5.3.3 Facility reconstruction plans; and

1.5.3.4 Identification of personnel supporting the primary site recovery and the team(s) they support.

1.5.4 Primary site reactivation/normalization including:

1.5.4.1 Procedures to ensure a smooth transition from the alternative processing site to the primary site;

and

1.5.4.2 A list of teams performing various functions and the personnel assigned to those teams.

1.6 Task 6 – Continuous Qualification Compliance Requirements

The Contractor shall continue to meet all the requirements listed below throughout the entirety of the contract. Additionally, the Contractor must provide documentation verifying the compliance requirements, upon request.

1.6.1 The Contractor must maintain registration with the Securities and Exchange Commission (SEC) as an investment advisor or provide valid proof of SEC exemption throughout the life of the contract.

Supporting documentation is required. (I.e., A link to the complete Form ADV, Parts I and II, including all Disclosure Reporting Pages or, alternatively, proof of SEC exemption as applicable.

1.6.2 In performance of this contract, the Contractor must act as an ERISA fiduciary as defined by 29

CFR § 2510.3-21.

1.6.3 The Contractor must have a positive net worth with supporting documentation such as recently audited financial statements (if available) or a letter of positive net worth from an independent auditor.

1.6.4 The Contractor is prohibited from utilizing a sub-advisor(s) or subcontractor(s) for the management or performance of these services beyond ancillary third parties (e.g., real estate valuation, legal representation) to supplement core SSIM functions.

1.6.5 The Contractor must maintain SAM.gov registration under this contract in accordance with FAR 52.204-13, System for Award Management Maintenance.

2. Tasking Procedures

Procedures for assigning tasks to the Contractor follow below.

2.1 The Contractor shall not commence work on a task without approval from PBGC.

2.2 When services are required under this contract, PBGC shall assign a new task to the Contractor.

Tasks will be issued in writing and on either a labor-hour and/or disposition-fee basis. Disposition-fee tasks will be based on the asset’s perceived marketability.

2.3 Tasks will include the name of the security, the source of the asset, contract number, description of the SSA, ancillary documentation, and confirmation of the type of disposition fee applicable (marketable or non-marketable) and whether labor hours apply. The Contractor shall concur on the fee structure or request reconsideration with respect to labor hours or whether the disposition fee should be based on a marketable or non-marketable basis. As is its fiduciary responsibility, the Contractor shall mutually agree with the Government on the designation of assets as marketable/non-marketable.

2.4 The Contractor must receive advance authorization from PBGC before engaging with third parties.

The Contractor shall first notify PBGC of the need for third-party services and provide estimated costs for consideration.

2.5 It is understood that certain costs, such as real estate property taxes, are not paid via third-party engagements and become due upon PBGC becoming the owner of the property, either directly or indirectly as a result of trusteeing a pension plan. In these cases, the Contractor would only be required to review the expense and provide recommendation for payment.

2.6 PBGC may modify in-scope tasks subsequent to assignment.

2.7 The Contractor shall appoint a qualified task leader for each assigned task. All Contractor personnel proposed for a task shall have, individually or in aggregate, the qualifications and experience needed to successfully perform the required technical services. PBGC reserves the right to assess the qualifications of, and approve/disapprove, Contractor staff proposed for a task.

2.8 The Contractor may propose personnel changes for PBGC consideration provided that: there is no impact to the overall delivery schedule, proposed personnel possess (or will develop) working knowledge of the services required under the task prior to commencing performance, and any Contractor time spent developing this working knowledge will not be billable to PBGC.

2.9 PBGC may provide oversight and guidance in the completion of individual tasks, but the Contractor has discretionary authority over all SSAs.

III. SUMMARY OF REPORTING AND MEETING DELIVERABLES

The table below summarizes the reporting and meeting deliverables detailed in section II.1.2 above.

Report/Meeting Name Method of Delivery Date of Completion/ Delivery

1.2.1 – Inventory of Securities Via email to COR and CID Team Monthly, NLT 10 business days after month’s end.

1.2.2 – Account Activity Report Via email to COR and CID Team Monthly, NLT 10 business days after month’s end.

1.2.3 – Narrative Report Via email to COR and CID Team Monthly, NLT 10 business days after month’s end.

1.2.4 – Proxy Voting Report Via email to COR and CID Team Quarterly, NLT the last business day of the month following each quarter’s end.

1.2.5 – Significant Position Report Via email to COR and CID Team Quarterly, NLT the last business day of the month following each quarter’s end.

1.2.6 – Monthly Virtual Meetings Via MS Teams with COR and CID Team

Monthly, generally held in the third week following each month’s end.

1.2.7 – Annual On-Site Meetings*

On site with PBGC(alternating annually between PBGC headquarters and Contractor’s office)

Annually, generally in the third quarter of each calendar year.

1.2.8 – Asset Evaluation and Liquidation Strategy Via email to COR and CID Team Upon SSA assignment.

1.2.9 – Annual Statements and Reports Via email to COR and CID Team Annually, generally in the second quarter of each calendar year.

1.2.10 – Initial Reconciliation Reports Via email to COR and CID Team Monthly, NLT 3 business days after month’s end.

1.2.11 – Final Reconciliation Reports Via email to COR and CID Team Monthly, NLT 10 business days after month’s end.

1.2.12 – Investment, Market, and Economic Research Via email to COR and CID Team As requested by PBGC.

*See Contractor travel restrictions in section II.1.2.7 and FAR 31.205-46, Travel Costs.

IV. RESPONSIBILITIES AND REQUIREMENTS FOR PERSONNEL

The minimum acceptable level of experience and qualifications for personnel assigned to this contract are as follows:

1. Senior Portfolio Manager (PM)

1.1 At a minimum, the Senior PM shall have a bachelor's degree and five (5) years of portfolio management experience.

1.2 The PM is responsible for overseeing all aspects of account operations, including asset assignment, workflow, and client services.

1.3 The PM is regularly assigned to the firm's other portfolios in a managerial capacity and is tasked with overseeing the AIR, Operations and Administrative/Support Staff.

1.4 The PM may also be responsible for the requirements stipulated under AIR, especially if there not one or more A/R's on a particular task.

2. Analysts/Researchers (A/R)

2.1 At a minimum, A/R shall have a bachelor's degree, one (1) year of general A/R experience, and either two (2) years of specialized experience in a particular discipline (e.g., Equity, Fixed Income, Derivatives, Real Estate) or an advanced degree (e.g., MBA with a Major in Finance or Real Estate or an LLM in Taxation in addition to a JD).

2.2 Typically, A/R will be assigned one or more tasks overseen by the Senior PM.

2.3 A/R responsibilities include, but are not limited to, the following:

2.3.1 Reviewing and analyzing financial statements and industry reports.

2.3.2 Reviewing work papers and related reports for accuracy and completeness.

2.3.3 Conducting discussions with clients about the results of the work performed.

2.3.4 Ensuring that assignments are carried out within established timelines.

2.3.5 Overseeing Operations and Administrative/Support Staff.

3. Operations Staff

3.1 At a minimum, Operations Staff shall have a bachelor’s degree and one (1) year of general operations experience or a combination of at least five (5) years of undergraduate education and progressively higher levels of related professional work experience and responsibilities.

3.2 Operations Staff responsibilities include, but are not limited to, the following:

3.2.1 Performing specific functions under the supervision of the A/R and Senior PM.

3.2.2 Ensuring that a wide variety of security transactions properly close.

3.2.3 Coordinating proxy voting and corporate actions.

3.2.4 Assisting with supervision of Administrative/Support Staff.

4. Administrative/Support Staff

4.1 At a minimum, Administrative/Support Staff shall have a high school diploma or its equivalent.

4.2 Administrative/Support Staff responsibilities include, but are not limited to, the following:

4.2.1 Handling all contract administrative duties.

4.2.2 Ensuring contract invoicing is accurate and timely.

4.2.3 Assisting the Senior PM, A/R, and Operations Staff with travel arrangements and reporting requirements.

V. CLAUSES

System updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in agency solicitations. Examples include 52.222-25, Affirmative Action Compliance, and paragraph (d) of 52.212-3, Representations and Certifications—Commercial Products and Commercial Services. Contracting officers will not consider these representations when making award decisions or enforce requirements. Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.

FAR 52.204-7 System for Award Management. (NOV 2024)

FAR 52.204-13 System for Award Management Maintenance. (OCT 2018)

FAR 52.204-16 Commercial and Government Entity Code Reporting. (AUG 2020)

FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020)

FAR 52.212-1 Instructions to Offerors - Commercial Products and Commercial Services. (SEP 2023)

FAR 52.204-29 Federal Acquisition Supply Chain Security Act Orders-Representation and Disclosures. (DEC 2023)

(a) Definitions. As used in this provision, Covered article, FASCSA order, Intelligence community, National security system, Reasonable inquiry, Sensitive compartmented information, Sensitive compartmented information system, and Source have the meaning provided in the clause 52.204- 30, Federal Acquisition Supply Chain Security Act Orders-Prohibition.

(b) Prohibition. Contractors are prohibited from providing or using as part of the performance of the contract any covered article, or any products or services produced or provided by a source, if the prohibition is set out in an applicable Federal Acquisition Supply Chain Security Act (FASCSA) order, as described in paragraph (b)(1) of FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition.

(c) Procedures. (1) The Offeror shall search for the phrase "FASCSA order" in the System for Award Management (SAM)(https://www.sam.gov) for any covered article, or any products or services produced or provided by a source, if there is an applicable FASCSA order described in paragraph (b)(1) of FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders- Prohibition.

(2) The Offeror shall review the solicitation for any FASCSA orders that are not in SAM, but are effective and do apply to the solicitation and resultant contract (see FAR 4.2303(c)(2)).

(3) FASCSA orders issued after the date of solicitation do not apply unless added by an amendment to the solicitation.

(d) Representation. By submission of this offer, the offeror represents that it has conducted a reasonable inquiry, and that the offeror does not propose to provide or use in response to this solicitation any covered article, or any products or services produced or provided by a source, if the covered article or the source is prohibited by an applicable FASCSA order in effect on the date the solicitation was issued, except as waived by the solicitation, or as disclosed in paragraph (e).

(e) Disclosures. The purpose for this disclosure is so the Government may decide whether to issue a waiver. For any covered article, or any products or services produced or provided by a source, if the covered article or the source is subject to an applicable FASCSA order, and the Offeror is unable to represent compliance, then the Offeror shall provide the following information as part of the offer:

(1) Name of the product or service provided to the Government;

(2) Name of the covered article or source subject to a FASCSA order;

(3) If applicable, name of the vendor, including the Commercial and Government Entity code and unique entity identifier (if known), that supplied the covered article or the product or service to the Offeror;

(4) Brand;

(5) Model number (original equipment manufacturer number, manufacturer part number, or wholesaler number);

(6) Item description;

(7) Reason why the applicable covered article or the product or service is being provided or used;

(f) Executive agency review of disclosures. The contracting officer will review disclosures provided in paragraph (e) to determine if any waiver may be sought. A contracting officer may choose not to pursue a waiver for covered articles or sources otherwise subject to a FASCSA order and may instead make an award to an offeror that does not require a waiver.

(End of provision)

FAR 52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services.

(OCT 2025)(DEVIATION FEB 2025)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

(a) Definitions. As used in this provision-

Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work or service-

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: Ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Manufactured end product means any end product in product and service codes (PSCs) 1000- 9999, except-

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9)…