20a_Solicitation - 16PBGC26R0001.pdf

REQUEST FOR PROPOSAL (RFP)

16PBGC26R0001

Real Estate Investment Trust (REIT) Management Services in support of:

Pension Benefit Guaranty Corporation – Corporate Investment Department

Issued to:

All Open Market Companies

This contract is applicable to the Contract that is awarded under this RFP

Conducted under Federal Acquisition Regulation (FAR) 12 and 15.

Issued by:

Pension Benefit Guaranty Corporation 445 12th Street, SW

Washington, D.C. 20024

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

CODE 16. ADMINISTERED BYCODE

X

X

523940

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORPD

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

1100 ESSierra Villanueva (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

16PBGC26R0001

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 87 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20024-2101 445 12th St SW

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$47

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

Procurement Department

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0001 Active U.S. REIT

1001 Active U.S. REIT (Option Line Item)

2001 Active U.S. REIT (Option Line Item) Continued ...

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED

Dennis Johnson

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT: REFERENCE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 11/2021) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

3001 Active U.S. REIT

(Option Line Item)

4001 Active U.S. REIT

(Option Line Item)

5001 Active U.S. REIT

(Option Line Item)

6001 Active U.S. REIT

(Option Line Item)

7001 Active U.S. REIT

(Option Line Item)

8001 Active U.S. REIT

(Option Line Item)

9001 Active U.S. REIT

(Option Line Item)

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

87 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 87

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

16PBGC26R0001

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

Section A - Solicitation/Contract Form Section B - Supplies or Services/Prices Section C - Description/Specifications Section D - Packaging and Marking Section E - Inspection and Acceptance Section F - Deliveries or Performance Section G - Contract Administration Data Section H - Special Contract Requirements Section I - Contract Clauses

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 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (NOV 2021) FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) FAR 52.209-7 Information Regarding Responsibility Matters. (OCT 2018) FAR 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. (FEB 2016) FAR 52.212-1 Instructions to Offerors - Commercial Products and Commercial Services. (SEP 2023).24 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) FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Products and Commercial Services. (OCT 2025) FAR 52.215-1 Instructions to Offerors - Competitive Acquisition. (NOV 2021) FAR 52.217-5 Evaluation of Options. (JUL 1990) 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 52.222-56 Certification Regarding Trafficking in Persons Compliance Plan. (OCT 2025) FAR 52.227-14 Rights in Data-General. (MAY 2014) FAR 52.252-1 Solicitation Provisions Incorporated by Reference. (FEB 1998) PBGC 52.201-7000 Contracting Officer's Representative (JUN 2017)

PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

PBGC 52.207-7001 CONTRACTOR TELEWORK (MAY 2020)

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

PBGC 52.209-7002 HANDLING PBGC DATA (MAY 2017)

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 52.237-7002 FITNESS DETERMINATION (JAN 2023)

PBGC 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (OCT 2018)

PBGC 52.239-7000 SECTION 508 ACCESSIBILITY STANDARDS (MAR2020)

PBGC 52.242-7000 POSTAWARD CONFERENCE (JAN 2023)

Section J - List of Documents, Exhibits and Other Attachments Section K - Representations, Certifications, and Other Statements of Bidders Section L - Instructions,Conditions, and Notices to Bidders Section M - Evaluation Factors for Award

Section A - Solicitation/Contract Form

Section B - Supplies or Services/Prices

B.1 CONTRACT TYPE

This is a Fixed Rate Variable Quantity (FRVQ) type contract.

Per PBGCFARS 16.208-1-70, an FRVQ type contract provides for a fixed-rate on a PBGC investment management contract. Contracting Officers (COs) establish investment management contracts to obtain services for management of various PBGC pension fund assets. The contractors providing such investment management services earn revenue based on the value of the assets they manage and invest for PBGC. The contractor’s earnings are calculated based on the contracted “fixed-rate” percentage multiplied by the dollar value of the assets they managed, rather than being paid a flat fee regardless of the value of the assets they managed.

B.2 SERVICES AND PRICES

The contractor shall perform the effort required by this contract based on the established tiered fee structures at the time of award and the work shall be performed in accordance with all Sections of this contract.

The following abbreviations are used in this price schedule:

AUM Assets Under Management CLIN Contract Line-Item Number FRVQ Fixed Rate Variable Quantity NTE Not-to-Exceed ODC Other Direct Cost QTY Quantity

The PBGC plans to make multiple awards for investment management services are for an active U.S.REITs with allocations ranging from $250,000,000.00 to $500,000,000.00. However, for evaluation purposes, PBGC will evaluate proposals based on a hypothetical allocation of $465,000,000.00.

B.3 PRICING SCHEDULE

B.3.1 BASE PERIOD:

CLIN 0001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.2 OPTION PERIOD ONE:

CLIN 1001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.3 OPTION PERIOD TWO:

CLIN 2001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.4 OPTION PERIOD THREE:

CLIN 3001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.5 OPTION PERIOD FOUR:

CLIN 4001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.6 OPTION PERIOD FIVE:

CLIN 5001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.7 OPTION PERIOD SIX:

CLIN 6001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.8 OPTION PERIOD SEVEN:

CLIN 7001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.9 OPTION PERIOD EIGHT:

CLIN 8001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

B.3.10 OPTION PERIOD NINE:

CLIN 9001 Active U.S. REIT % proposed AUM Insert % on the first Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % on the next Insert Value $ Insert % On the balance Insert Value $ Offerors may update the table above as necessary to show the requisite number of tiers.

Section C - Description/Specifications

C.1 BACKGROUND

The Employee Retirement Income Security Act of 1974 (ERISA) established Pension Benefit Guaranty Corporation (PBGC) as a federal corporation to encourage the growth of defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum. Defined benefit pension plans promise to pay a specified monthly benefit at retirement, commonly based on salary and years on the job.

PBGC, a wholly owned United States Government corporation, administers the insurance program and termination process for most private-sector defined benefit pension plans that are tax-qualified under the Internal Revenue Code. PBGC is headed by a Director who reports to a Board of Directors consisting of the Secretaries of Labor, Commerce, and Treasury, with the Secretary of Labor as Chairman. General tax revenues do not fund PBGC. PBGC collects insurance premiums from employers that sponsor insured pension plans, earns money from investments, and receives the assets of the pension plans it terminates.

PBGC manages all these assets under an investment policy approved by the Board of Directors. PBGC maintains two separate investment funds: the Revolving Fund and the Trust Fund. The Revolving Fund (valued at approximately $65 billion as of September 30, 2024) receives all premium payments and is invested solely in “book-entry” U.S. Government securities held at the U.S. Treasury. The Trust Fund (valued at approximately $67 billion) receives assets from terminated plans and is the source of funds related to this contract.

The PBGC Investment Program is structured as a manager-of-managers program. No assets are managed internally. The PBGC exclusively uses institutional investment management firms to invest its assets, subject to PBGC’s oversight and consistent with the PBGC’s Investment Policy Statement.

C.1.1 PURPOSE

The purpose of this requirement is to provide active investment in REIT equities that performs on a risk adjusted basis in excess of a chosen benchmark, currently the FTSE Nareit Equity REITs Index. The portfolios will be 100% long only.

C.1.2 AGENCY MISSION

The Pension Benefit Guaranty Corporation (PBGC) mission is to encourage the growth of defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum. To accomplish this mission the PBGC needs to efficiently manage the assets in its Trust Fund according to the goals and target allocations specified in the Investment Policy Statement (IPS). Active investment in REIT equities can provide superior risk adjusted returns compared to an index portfolio, particularly given the volatile nature of these markets. Working with capable investment managers in this market helps the PBGC maximize the return on its investable assets by outperforming an index portfolio.

C.2 SCOPE

The scope of this requirement is to procure investment management services for a REIT equity portfolio that is 100% long only. At PBGC's sole discretion, allocations may range from $250-$500 million and may change at any time during the performance of the contract.

C.3 OBJECTIVE

The primary objective of this requirement is to obtain investment managers to manage the Corporation’s investment assets consistent with guidelines specified by the contract.

The investment manager shall also be responsible for notifying PBGC of significant changes in personnel, ownership, resources, or firm direction within 10 business days of any said change.

C.4 TASKS

C.4.1. ACTIVE INVESTMENT IN REIT EQUITIES

C.4.1.1 The contractor shall demonstrate a repeatable investment process that can deliver strong risk adjusted returns in excess of the benchmark (the FTSE Nareit Equity REITs Index) on a go forward basis.

C.4.1.2 The PBGC continuously reviews and evaluates manager performance and conducts extensive due diligence to ensure satisfaction of performance standards are compliant with investment guidelines. The contractor shall manage all assets with full discretion in accordance with the policies of PBGC, and the strategy and objectives mutually agreed upon between the investment manager and PBGC. The contractor shall comply with the Department of Treasury’s Office of Foreign Asset Control regulations.

C.4.1.3 The contractor shall adhere to the investment style for which it was retained, unless mutually agreed upon with PBGC. PBGC shall receive any of the contractor’s internal or external investment, market and economic research training materials and support capabilities and services in the performance of PBGC’s investment responsibilities. This does not include proprietary models or information unique to the investment manager’s investment process.

C.4.1.4 The contractor shall maintain close contact with PBGC’s Corporate Investments Department (CID) and shall serve as a resource for economic, investment information, and research.

C.4.1.5 The contractor shall keep PBGC fully informed of the rationale for investment decisions and changes in the portfolio under its management.

C.4.1.6 The firm shall be registered with the SEC as an investment advisor or have proof of bank exemption and shall have ERISA fiduciary responsibility for the assets under its management. PBGC will delegate its proxy voting authority to the contractor. The contractor shall vote in accordance with ERISA rules and regulations and shall maintain records of its votes and report the results, at least annually, to

PBGC.

C.4.1.7 The contractor shall work closely with PBGC’s custodian bank to facilitate the efficient and timely recording of purchases, sales and other activity, reconcile securities and cash balances and provide information necessary to calculate performance results. The contractor shall be responsible for best execution, including foreign exchange.

C.4.1.8 The contractor shall be responsible for notifying PBGC of significant changes in personnel, ownership, resources, or firm direction within 10 business days of any said change.

C.4.2. REQUIRED COMPONENTS OF THE ACTIVE INVESTMENT REIT EQUITIES

C.4.2.1 The contractor shall provide active investment management services.

Components of this service include:

a) A sound investment philosophy and process for active investment in REIT equities that provides rationale for how the fund can outperform the index over the term of the contract.

b) An investment process that is repeatable and utilizes reliable data sources.

§The investment process shall include research resources that support the investment philosophy. Liquidity, country, sector and security constraints shall support the investment philosophy while mitigating unnecessary risk.

c) Portfolio risk monitoring that will reduce the risk of underperformance due to unforeseen portfolio risks.

d) Performance and attribution that reflect the stated goals and investment process that are described.

e) Trading systems and resources that can ensure best execution given the proposed strategy and liquidity in the markets. Pre- and post-trade compliance processes shall reduce the risk of guideline breaches and unauthorized trades.

f) Proxy voting and stewardship efforts that adhere to ERISA and ensure best value for plan participants.

g) Middle/back-office and compliance departments to ensure compliance with regulations and reporting requirements.

h) A client service team to assist with delivering reports and data, meeting requests, and to answer high level questions about the process, team, and firm.

i) A parent firm with the ability to support the ongoing investment in REIT equities, including the ability to continue staffing the product and provide resources necessary for successful outperformance.

j) Maintain sufficient stability and growth of client assets to allow for economies of scale that will allow for continued investment in staff, management, vendor oversight and technology that is necessary to successful contract performance.

C.4.2.2 The contractor shall meet with CID staff twice a year, which will be coordinated with the Contracting Officer’s Representative (COR).

§ Meetings can be conducted in-person, virtually, or at the investment manager’s offices. At a minimum, one meeting per year will occur in-person at the investment manager’s offices.

C.4.3. Transition

C.4.3.1 Transition-In

After award of the contract, the contractor shall accept cash or assets in kind to fund the account. Direction letters and other funding documentation shall be signed in accordance with PBGC’s Authorized Signer’s List, which will be provided after contract award.

C.4.3.2 Transition-Out

Before completion of the contract, the contractor shall accept a direction letter or other documentation for the sale or transfer of assets Direction letters and other documentation shall be signed in accordance with PBGC’s Authorized Signer’s List, which will be provided after contract award.

Section D - Packaging and Marking

This page intentionally left blank.

Section E - Inspection and Acceptance

E.1 BASIS OF ACCEPTANCE

The basis for acceptance shall be in compliance with the requirements set forth in the contract and relevant terms and conditions of the contract. Deliverable items rejected shall be corrected.

Acceptance will occur when all discrepancies, errors, or other deficiencies identified in writing by the Government have been resolved, through documentation updates, program correction, or other mutually agreeable methods.

If the deliverable is adequate, the Government may accept it or provide comments for incorporation. All of the Government’s comments on deliverables shall either be incorporated in the succeeding version of the deliverable, or the contractor shall explain to the Government’s satisfaction why such comments should not be incorporated.

E.2 DELIVERABLES

The Government may provide written acceptance, comments, and/or change requests, if any, within 15 workdays (unless specified otherwise in Section F – Deliveries or Performance) from Government receipt of the deliverable. Upon receipt of the Government comments, the contractor shall have ten workdays to incorporate the Government’s comments and/or change requests and to resubmit the deliverable.

Section F - Deliveries or Performance

F.1 PERIOD OF PERFORMANCE

The period of performance for this contract is a one-year Base Period and nine one-year Option Periods, as set forth below:

Base Period: To Be Determined (TBD) at award First Option Period: TBD at award Second Option Period: TBD at award Third Option Period: TBD at award Fourth Option Period: TBD at award Fifth Option Period: TBD at award Sixth Option Period: TBD at award Seventh Option Period: TBD at award Eighth Option Period: TBD at award Ninth Option Period: TBD at award

F.2 PLACE OF PERFORMANCE

The primary place of performance where the contractor will perform the work is the Contractor’s facility, the Contractor’s partner’s facility, or remotely. No long-distance travel is anticipated to be required in support of this effort.

F.3 CONTRACT SCHEDULE AND MILESTONE DATES

The following schedule of milestones will be used by the PBGC COR to monitor timely progress under this contract.

The following abbreviations are used in this schedule:

DEL: Deliverable IAW: In Accordance With NLT: No Later Than

Deliverables are due the next Government workday if the due date falls on a holiday or weekend.

DEL.

# REPORT DESCRIPTION METHOD OF

DELIVERY

DATE OF COMPLETION/

DELIVERY

Holdings, Transactions, and Performance reports available to PBGC’s custodian

Via email to COR NLT 8 business days after month’s end.

02 Portfolio Comparison vs. the Benchmark Index Via email to COR NLT 10 business days after month’s end.

03 Holdings Report Via email to COR NLT 10 business days after month’s end.

04 Investment Philosophy Via email to COR NLT 10 business days after month’s end.

05 Portfolio-level Characteristics vs.

Benchmark Via email to COR NLT 10 business days after month’s end.

06 Performance Attribution vs.

Benchmark Via email to COR NLT 10 business days after month’s end.

07 Economic and Market Commentary Via email to COR NLT 10 business days after month’s end.

Derivates Report – if the fund utilizes derivatives in the portfolio, provide a detailed report.

Via email to COR NLT 10 business days after month’s end.

09 Contract Compliance Certification Report Via email to COR NLT 30 calendar days after the end of the quarter

10 Soft Dollar Report – on a cumulative, calendar year-to-date basis. Via email to COR NLT 30 calendar days after the end of the quarter

11 Proxy Voting Report Via email to COR Due every March 1st

Underlying Holdings Report to Investment Management Risk System Reports Provider

Provided after contract award

NLT 30 calendar days from the start of the month

13 Transactions Report to TCA Provider(s)

Provided after contract award

Within 30 calendar days of quarter end

DEL

POLICY DOCUMENT

DESCRIPTION

METHOD OF

DELIVERY

DATE OF COMPLETION/

DELIVERY

Evidence of fidelity bond, errors and omissions professional liability and cyber coverage

Via email to COR NLT 60 calendar days of renewal

Revised Securities and Exchange Commission Form ADV Parts I and II (if an ADV is filed.)

Via email to COR Within 30 calendar days after revision

16 Revised Proxy Voting Policies and Procedures Via email to COR NLT 30 calendar days after revision

17 Revised Ethics Policy Via email to COR NLT 30 calendar days after revision

18 A copy or summary of the annual disaster recovery test Via email to COR Within 30 calendar days of completion of the test

A summary of changes to the revised disaster recovery plan (if revised)

Via email to COR Within 60 calendar days of the completion of the annual disaster recovery test

SSAE 18 (SOC 1) for the asset management entity that manages the REIT funds.

Via email to COR If applicable within 30 days of availability

The contractor shall mark all deliverables listed in the above table to indicate authorship by contractor (i.e., non-Government) personnel; provided, however, that no deliverable shall contain any proprietary markings inconsistent with the Government's rights set forth in this contract. The Government reserves the right to treat non-conforming markings in accordance with subparagraphs

(e) and (f) of the FAR clause at 52.227-14.

F.4 PUBLIC RELEASE OF CONTRACT DOCUMENTS REQUIREMENT

The contractor agrees to submit, within ten workdays from the date of the PBGC CO’s execution of the initial contract, or any modification to the contract (exclusive of Saturdays, Sundays, and Federal holidays), a portable document format (PDF) file of the fully executed document with all proposed necessary redactions, including redactions of any trade secrets or any commercial or financial information that it believes to be privileged or confidential business information, for the purpose of public disclosure at the sole discretion of PBGC (Section 5 – Deliveries or Performance. The contractor agrees to provide a detailed written statement specifying the basis for each of its proposed redactions, including the applicable exemption under the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and, in the case of FOIA Exemption 4, 5 U.S.C. § 552(b)(4), shall explain why the information is considered to be a trade secret or commercial or financial information that is privileged or confidential. Information provided by the contractor in response to the contract requirement may itself be subject to disclosure under FOIA.

Submission of the proposed redactions constitutes concurrence of release under FOIA.

PBGC will carefully consider the contractor’s proposed redactions and associated grounds for nondisclosure prior to making a final determination as to what information in such executed documents may be properly withheld.

F.5 DELIVERABLES MEDIA

The contractor shall deliver all electronic versions by electronic mail (email) or management portal. The following are the required electronic formats, whose versions shall be compatible with the latest, commonly available version on the market.

a. Text Microsoft (MS) Word, PDF

b. Spreadsheets MS Excel

c. Briefings MS PowerPoint, PDF

F.6 PLACE(S) OF DELIVERY

Copies of all deliverables shall be delivered to the following PBGC COR at the following address:

ATTN: TBD at Time of Award Email: TBD at Time of Award

Section G - Contract Administration Data

G.1 INVOICE SUBMISSION

The contractor shall submit Requests for Payments in accordance with PBGC 52.232-7009, Submission of Electronic Invoicing Using Invoice Processing Platform (IPP) for Time and Material, Labor-Hours.

When calculating investment advisory fees, the Investment Manager shall prorate significant cash flows, which are defined as contributions to or withdrawals from the account in an amount equal to or greater than five percent (5%) of the total market value of the account as of the beginning date of the billing period.

G.1.2 FIXED RATE VARIABLE QUANTITY (FRVQ) CLINs The contractor may invoice as stated in Section B – Supplies or Services and Prices for the Fixed Rate Variable Quantity CLINs. The invoice shall include the period of performance covered by the invoice (all current charges shall be within the active period of performance) and the CLIN number and title. All prices shall be reported by CLIN element (as shown in Section B – Supplies or Services and Prices) and shall be provided for the current invoice and in total from project inception to date. The contractor shall provide the invoice data in spreadsheet form with the following detailed information. The listing shall include separate columns and totals for the current invoice period and the project to date.

a. FRVQ period of performance – as stated in Section B – Supplies or Services and Prices

b. Total amount paid (lump sum) by CLIN

G.2 TRAVEL

The Government does not anticipate any travel associated with this requirement.

Section H - Special Contract Requirements

H.1 EDUCATIONAL CONFERENCES

As a result of this contract, and at no additional cost to the Government, the contractor shall provide up to six slots in any educational conferences it may offer to clients as part of the normal contract cost. This would include the cost of related meals offered as well as education materials provided to all participants as part of the formal conference program. Non-training or non-educational activities offered at the conference including, but not limited to, golf, fishing, tours, entertainment, etc., shall not be included, as PBGC can neither pay for nor may individual employees accept these items in these circumstances. PBGC will pay for its own travel, lodging, per diem, and other subsistence expenses (e.g., if meals are not offered to all attendees as part of the conference) for attendees at such conferences. PBGC will advise the Offeror of its acceptance or declination of such slots offered at educational conferences.

H.2 RESEARCH AND SERVICES AVAILABLE TO CLIENTS

As a result of this contract, and at no additional cost, PBGC shall receive and have access to any of the Offeror's internal or external investment, market and economic research training materials and support capabilities and services in the performance of PBGC's investment responsibilities. These materials and services do not include proprietary models or information unique to the Offeror's investment process. Also, as a result of this contract, PBGC, at its discretion, may utilize other investment advisory services offered by the Offeror that are customarily offered to the Offeror’s clients at no additional cost.

H.3 FIDELITY BOND AND INSURANCE COVERAGE

The contractor shall have, or acquire within 6 months of contract award, fidelity bond coverage in the minimum amount of $10,000,000.00 with a maximum deductible of $1,000,000.00 or a roughly equivalent amount in local currency. The policy shall cover, at a minimum, losses due to dishonest or fraudulent acts as well as theft by the contractor. Proof of the existence of such fidelity bond coverage shall be provided to PBGC immediately upon its acquisition and annually thereafter.

The contractor shall have, or acquire within 6 months of contract award, errors and omissions coverage in the minimum amount of $10,000,000.00 with a maximum deductible of $1,000,000.00 per claim or a roughly equivalent amount in local currency. The policy shall cover, at a minimum, losses caused by errors, omissions, or negligent acts of the contractor. Proof of the existence of such errors and omissions coverage shall be provided to PBGC immediately upon its acquisition and annually thereafter.

The contractor shall have, or acquire within 6 months of contract award, Cyber and Technology Products and Services Liability insurance with limits of not less than $5,000,000.00 for each wrongful act. Proof of the existence of such coverage shall be provided to PBGC immediately upon its acquisition and annually thereafter.

H.4 DISASTER RECOVERY

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, or summary thereof, of the annual test results to the PBGC within 30 calendar days of the completion of the test (Section F.3 Contract Schedule and Milestone Dates - Deliverable 18). If the plan is revised, a copy, or summary thereof, of the revised plan shall be provided to PBGC within 60 calendar days of the completion (Section F.3 Contract Schedule and Milestone Dates - Deliverable 19).

H.5 OPERATING CONSTRAINTS

The contractor shall be responsible for immediate notification to the PBGC of significant changes in personnel, ownership, resources, or firm direction. The contractor shall discharge its duties under this contract solely in the interest of the PBGC with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Moreover, the contractor shall utilize best practices of the investment industry, such practices to include but not limited to the standards issued by the Chartered Financial Analyst (CFA) Institute.

H.6 RISK MANAGEMENT & TRANSACTIONS COST ANALYSIS SUPPORT

The contractor shall distribute monthly electronic holdings, transaction, and performance reports to third party risk management systems providers and T-cost consultants (See Section F.3).

· The reports support the Investment Risk Management System (IRMS). These reports are provided to the IRMS provider.

· Currently PBGC utilizes two Transaction Cost Analysis (TCA) providers. These reports are provided to a FX TCA provider and a trading cost TCA provider.

H.7 FIRM RESOURCES

The contractor shall provide a robust team dedicated to the product to support the investment process. This includes:

a. Researchers

b. Portfolio Managers

c. Traders

At least one member of the investment team shall have 5 years of experience investing in REIT equities with the firm.

H.8 ORGANIZATIONAL CONFLICT OF INTEREST

If a contractor has performed, is currently performing work, or anticipates performing work that creates or represents an actual or potential OCI, the contractor shall immediately disclose this actual or potential OCI to the PBGC CO in accordance with FAR Subpart 9.5. The nature of the OCI may involve the prime contractor, subcontractors of any tier, or teaming partners. Also see PBGC clause 52.209-7001.

H.9 ORGANIZATIONAL COMPLIANCE AND REGULATORY STANDING

The contractor shall maintain compliance with all applicable regulatory requirements and internal controls, and shall have few to no regulatory actions taken against them.

H.10 SECTION 508 COMPLIANCE REQUIREMENTS

Unless the Government invokes an exemption, all Electronic and Information Technology (EIT) products and services provided shall fully comply with Section 508 of the Rehabilitation Act of 1973, per the 1998 Amendments, 29 U.S.C. 794d, and the Architectural and Transportation Barriers Compliance Board’s EIT Accessibility Standards at 36 Code of Federal Regulations (CFR) 1194. The contractor shall identify all EIT products and services provided, identify the technical standards applicable to all products and services proposed, and state the degree of compliance with the applicable standards. Additionally, the contractor shall clearly indicate where the information pertaining to Section 508 compliance can be found (e.g., Vendor’s or other exact web page location). The contractor shall ensure that the list is easily accessible by typical users beginning at time of award. Also see PBGC FAR 52.239-7000.

Section I - Contract Clauses

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 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014)

The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (NOV 2021)

FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services-Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision-

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to-

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to-

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services."

(d) Representations. The Offeror represents that-

(1) It [ ] will, [ ] will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that-

It [ ] does, [ ] does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment-

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services-

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment-

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services-

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of provision)

FAR 52.209-7 Information Regarding Responsibility Matters. (OCT 2018)

(a) Definitions. As used in this provision-

Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

Federal contracts and grants with total value greater than $10,000,000 means-

(1) The total value of all current, active contracts and grants, including all priced options;

and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked "has" in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in-

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of provision)

FAR 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. (FEB 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that-

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a…