Amendment 002.doc

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

9B. Date (See Item 11)

June 9, 2008

10A. Modification of Contract/Order No.

10B. Date (See Item 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDG-

MENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT

IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. Accounting and Appropriation Data (if required)

N/a $

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

Set fourth item 14, pursuant to the authority of FAR 43.103 (b)

14. Description of Amendment/Modification (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment is to incorporate replacements pages to the RFP. The time and date set for receipt of proposals is unchanged.

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

(Signature of Contracting Officer) 16C. Date Signed

_____________________________________________(Signature of person authorized to sign)

STANDARD FORM 30 (REV. 10-83)

PREVIOUS EDITIONS UNUSABLE

Prescribed by GSA FAR (48 CFR) 53.243

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

I.

INTRODUCTION

SCOPE

The investment manager must provide expertise in one or all of the following passive index fund mandates: core small capitalization domestic equity, core non-U.S. developed markets equity, core global emerging markets equity, and real estate equity index fund investment management and potentially custody services. PBGC will limit its consideration to only those proposals from Offerors with the following mandate minimum AUMs for capitalization weighted index strategies:

1. core small capitalization domestic equity index fund $2 Billion

2. core non-U.S. developed markets equity index fund $10 Billion

3. core Canadian equity index fund $500 Million

4. core global emerging markets equity index fund $1 Billion

5. real estate equity index fund $1 Billion

Mandatory requirements for passive index fund investment managers are presented in detail in Section L. of this document. PBGC anticipates that $16 to $18 billion will be committed for investment. In addition to market capitalization-weighted strategies, fundamental factor-based index strategies will also be considered. PBGC is defining fundamental factor-based index strategies as those which weight stocks based upon fundamental financial data, such as price-to-book, dividend yield, etc., versus the current stock price and number of outstanding shares.

PBGC will limit its consideration to only those proposals from Offerors with the following mandate minimum AUMs for fundamental index strategies:

6. core small capitalization domestic equity index fund $2 Billion

7. core non-U.S. developed markets equity index fund $10 Billion

8. core Canadian equity index fund $500 Million

9. core global emerging markets equity index fund $1 Billion

10. real estate equity index fund $1 Billion

STATEMENT OF WORK

The investment management organization retained under contract by PBGC must be responsible for providing investment management, and potentially custody, of the following index fund mandates:

1. PBGC anticipates allocating approximately $2.5 billion in a passive core small capitalization equity index fund, benchmarked to the Dow Jones Wilshire 4500 Index;

2. PBGC anticipates allocating approximately $9 billion in a passive core non-U.S. developed markets equity index fund, benchmarked to the MSCI EAFE Index (or reasonable equivalent );

3. PBGC anticipates allocating approximately $500 million in a passive core Canada equity index fund, benchmarked to the MSCI Canada Index (or reasonable equivalent );

4. PBGC anticipates allocating approximately $3 billion in a passive core global emerging markets equity index fund, benchmarked to the MSCI Emerging Markets Index (or reasonable equivalent);

5. PBGC anticipates allocating approximately $250 million to $3 billion in a passive real estate equity index fund, benchmarked to either the Dow Jones Wilshire Real Estate Securities Index or the Dow Jones Wilshire REIT Index (or reasonable equivalent).

Those assets must be managed with full discretion in accordance with the fund documents, the policies of PBGC and the strategy and objectives mutually agreed upon between the investment manager and PBGC. Written investment guidelines will be provided to the manager as part of the investment management agreement, if necessary.

The investment manager must be expected to adhere to the investment style for which it was retained, unless mutually agreed upon with PBGC. PBGC may, under this contract, receive any of the investment manager'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. Under this contract, PBGC may, at its discretion, utilize other investment advisory services offered by the investment manager.

SECTION L

INSTRUCTIONS TO OFFERORS

L.6 PBGC-15-007 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

The Government is not liable for any costs incurred by any offerors in submitting proposals in response to this solicitation.

L.7 MANDATORY REQUIREMENTS / QUALIFICATION COMPLIANCE

Please complete for each product offered:

NOTE: Proposals must meet all of the following mandatory requirements for each mandate they are proposing on in order to be further evaluated. Please circle the appropriate response.

Passive core small capitalization domestic equity fund:

A.

The firm has been registered with the Securities and Exchange Commission as an investment adviser consistent with the Investment Advisers Act of 1940 for at least five years as of 03/31/08 or, if exempt from registration, the nature of the exemption is disclosed.

B.1 (Cap. Wtd. Index) The firm must manage at least $2 billion as of 03/31/08 in a commingled, pooled or equivalent passive core small capitalization domestic equity fund suitable for a tax-exempt sponsor and benchmarked to the Dow Jones Wilshire 4500 Index.

B.2 (Fundamental Index) The firm must manage at least $2 billion as of 03/31/08 in a commingled, pooled or equivalent passive core small capitalization domestic equity fund suitable for a tax-exempt sponsor and benchmarked to either the Dow Jones Wilshire 4500 Index or the Russell 2000 Index.

C. The firm agrees to act as an ERISA fiduciary under this contract and will not utilize a sub-advisor(s) in the management of the proposed product.

D. 1a. (Cap. Wtd. Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

1b. (Fundamental Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

2. The performance history presented in the technical proposal complies with the CFA Institute (CFAI) Global Investment Performance Standards (GIPS).

Y/N

Y/N

Y/N

Y/N

Y/N

E. The offeror accepts the general requirements of this Request for Proposal.

Y/N

The Offeror hereby certifies that it meets all of the mandatory requirements.

Authorized Signature

Date

Title

Name of Firm

SECTION L

INSTRUCTIONS TO OFFERORS

MANDATORY REQUIREMENTS / QUALIFICATION COMPLIANCE

NOTE: Proposals must meet all of the following mandatory requirements for each mandate they are proposing on in order to be further evaluated. Please circle the appropriate response.

Passive real estate equity index fund:

A.

The firm has been registered with the Securities and Exchange Commission as an investment adviser consistent with the Investment Advisers Act of 1940 for at least five years as of 03/31/08 or, if exempt from registration, the nature of the exemption is disclosed.

B.1 (Cap. Wtd. Index) The firm must manage at least $1 billion as of 03/31/08 in a commingled, pooled or equivalent passive real estate equity index fund suitable for a tax-exempt sponsor and benchmarked to either the Dow Jones Wilshire Real Estate Securities Index or Dow Jones Wilshire Real Estate Investment Trust Index (or reasonable equivalent).

B.2 (Fundamental Index) The firm must manage at least $1 billion as of 03/31/08 in a commingled, pooled or equivalent passive real estate equity index fund suitable for a tax-exempt sponsor and benchmarked to either the Dow Jones Wilshire Real Estate Securities Index or Dow Jones Wilshire Real Estate Investment Trust Index (or reasonable equivalent).

C. The firm agrees to act as an ERISA fiduciary under this contract and will not utilize a sub-advisor(s) in the management of the proposed product.

D. 1a. (Cap. Wtd. Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

1b. (Fundamental Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

2. The performance history presented in the technical proposal complies with the CFA Institute (CFAI) Global Investment Performance Standards (GIPS).

Y/N

Y/N

Y/N

Y/N

SECTION L

NOTE: Proposals must meet all of the following mandatory requirements for each mandate they are proposing on in order to be further evaluated. Please circle the appropriate response.

Passive core global emerging markets equity fund:

A.

The firm has been registered with the Securities and Exchange Commission as an investment adviser consistent with the Investment Advisers Act of 1940 for at least five years as of 03/31/08 or, if exempt from registration, the nature of the exemption is disclosed.

B.1 (Cap. Wtd. Index) The firm must manage at least $1 billion as of 03/31/08 in a commingled, pooled or equivalent passive core global emerging markets equity fund suitable for a tax-exempt sponsor and benchmarked to the MSCI Emerging Markets Index (or reasonable equivalent).

B. 2 (Fundamental Index) The firm must manage at least $1 billion as of 03/31/08 in a commingled, pooled or equivalent passive core global emerging markets equity fund suitable for a tax-exempt sponsor and benchmarked to the MSCI Emerging Markets Index (or reasonable equivalent).

C. The firm agrees to act as an ERISA fiduciary under this contract and will not utilize a sub-advisor(s) in the management of the proposed product.

D. 1a. The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

1b. (Fundamental Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

2. The performance history presented in the technical proposal complies with the CFA Institute (CFAI) Global Investment Performance Standards (GIPS).

Y/N

Y/N

Y/N

Y/N

SECTION L

NOTE: Proposals must meet all of the following mandatory requirements for each mandate they are proposing on in order to be further evaluated. Please circle the appropriate response.

Passive core non-U.S. developed markets equity fund:

A.

The firm has been registered with the Securities and Exchange Commission as an investment adviser consistent with the Investment Advisers Act of 1940 for at least five years as of 03/31/08 or, if exempt from registration, the nature of the exemption is disclosed.

B.1 (Cap. Wgt. Index) The firm must manage at least $10 billion as of 03/31/08 in a commingled, pooled or equivalent passive core non-U.S. developed markets equity fund suitable for a tax-exempt sponsor and benchmarked to the MSCI EAFE Index (or reasonable equivalent).

B.2 (Fundamental Index) The firm must manage at least $10 billion as of 03/31/08 in a commingled, pooled or equivalent passive core non-U.S. developed markets equity fund suitable for a tax-exempt sponsor and benchmarked to the MSCI EAFE Index (or reasonable equivalent).

C. The firm agrees to act as an ERISA fiduciary under this contract and will not utilize a sub-advisor(s) in the management of the proposed product.

D. 1a. (Cap. Wgt. Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

1b. (Fundamental Index) The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

2. The performance history presented in the technical proposal complies with the CFA Institute (CFAI) Global Investment Performance Standards (GIPS).

Y/N

Y/N

Y/N

Y/N

SECTION L

NOTE: Proposals must meet all of the following mandatory requirements for each mandate they are proposing on in order to be further evaluated. Please circle the appropriate response.

Passive core Canadian markets equity fund:

A.

The firm has been registered with the Securities and Exchange Commission as an investment adviser consistent with the Investment Advisers Act of 1940 for at least five years as of 03/31/08 or, if exempt from registration, the nature of the exemption is disclosed.

B. The firm must manage at least $500 million as of 03/31/08 in a commingled, pooled or equivalent passive core Canadian markets equity fund suitable for a tax-exempt sponsor and benchmarked to the MSCI Canada Index (or reasonable equivalent).

C. The firm agrees to act as an ERISA fiduciary under this contract and will not utilize a sub-advisor(s) in the management of the proposed product.

D. 1. The proposed product must have at least 5 years of live performance history as of 03/31/08 (simulated results are not acceptable).

2. The performance history presented in the technical proposal complies with the CFA Institute (CFAI) Global Investment Performance Standards (GIPS).

Y/N

Y/N

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