Small Cap Index

SCHEDULE Continued

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

Offeror to Complete Blocks 12, 17, 23, 24, & 30

7.

For Solicitation Information Call:

Delivery for FOB Destination Unless Block is Marked.

12. Discount Terms

PENSION BENEFIT GUARANTY CORP

MAIL STOP: PROCUREMENT

1200 K STREET, NW

WASHINGTON DC 20005-4026

PENSION BENEFIT GUARANTY CORP

RECEIVING ROOM

1200 K ST NW (alley entrance)

WASHINGTON DC 20005-4026

PENSION BENEFIT GUARANTY CORP

MAIL STOP: PROCUREMENT

17a.

Contractor/Offeror

PENSION BENEFIT GUARANTY CORP

MAIL STOP: GENERAL ACCOUNTING BRANCH

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

INDEX FUND MANAGER

Questions concerning this solicitation must be directed to Greg Smith at (202) 326-4160 ext 3268.

This Page Intentionally Left Blank

TC "SECTION B - " \f C \l "1"

TC "B.1 PBGC-11-002 DESCRIPTION OF SERVICES (AT CONTRACTOR SITE) (OCT 2004)" \f C \l "2"

B.1 PBGC-11-002 DESCRIPTION OF SERVICES (AT CONTRACTOR SITE) (OCT 2004)

The Contractor shall provide the personnel, facilities, equipment, and other materials and services necessary to perform the effort described in Section C, the Statement of Work.

TC "B.2 Fee Schedule I:\WORD\RP-07-0010\Section B - 04-04-2007.doc" \f C \l "2" B.2 FEE SCHEDULE – Index Fund Manager

BASE YEAR

Product Name:____________________________________________________

Asset Based Fees for Investment of _____% on first $____ million

_____% on next $____ million

_____% on balance

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

OPTION YEAR 1

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of _____% on first $____ million

OPTION YEAR 2

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

OPTION YEAR 3

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

OPTION YEAR 4

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

OPTION YEAR 5

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

OPTION YEAR 6

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

Product Name:____________________________________________________

Asset Based Fees for Investment of

*The contractor is responsible for the cost of all travel and per diem under this contract.

**Although PBGC makes no representation as to the average size of each mandate during the contract period, proposals will be evaluated assuming an asset level of:

$2.5 billion for passive core small capitalization equity index fund

$9 billion for passive core non-U.S. developed markets equity index fund

$500 million for a passive core Canada equity index fund

$3 billion for a passive core global emerging markets equity index fund

$2 billion for a passive real estate equity index fund.

Please also provide the same cost proposal for any requested index product that takes minimal tracking error risk (i.e. approximately 30 basis points) in order to provide small amounts of added return (i.e. approximately 30 basis points).

NOTE: PERFORMANCE-BASED FEE AND CONTINGENT FEE PROPOSALS WILL NOT BE CONSIDERED FOR THIS PROCUREMENT. ONLY ASSET-BASED FEE STRUCTURES ARE ACCEPTABLE FOR ANY OF THE MANDATES 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:

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

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

3. core Canadian equity index fund $500 M

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

5. real estate equity index fund $1 B 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.

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.

The investment manager must maintain close contact with the Financial Operations Department's Treasury Division (TD) and must serve as a resource of economic and investment information and research. The investment manager must keep PBGC fully informed of the rationale for the investment manager’s investment decisions and changes in the portfolio under its management.

The investment manager shall have ERISA fiduciary responsibility for the assets under its management. PBGC shall delegate its proxy voting authority to the investment manager. The investment manager shall maintain records of its votes and report the results, at least annually, to PBGC.

The investment manager must 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 investment manager must also be responsible for timely notification to PBGC of significant changes in personnel, ownership, resources, or firm direction.

Educational Conferences Contractor must provide up to six (6) 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 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., would not be included, as the PBGC can neither pay for nor may individual employees accept these items. PBGC will pay 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 contractor of its acceptance or declination of such slots offered.

Disaster Recovery The Contractor is required to have or develop and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. Such plan must be tested and/or updated annually. The contractor must provide a copy of the annual test report to the PBGC within 30 calendar days of the completion of the test. A copy of the current and/or revised plan must be provided to the PBGC within 60 calendar days of the completion of the test.

The disaster recovery plan must include, but not be limited to, the following:

1. Emergency response procedures, including:

a. Step-by step instructions identifying explicit techniques to be used for responding to various emergency situations;

b. Identification of disaster recovery teams; and

c. 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.

2. Backup site activation procedures which identify:

a. Backup site location; and

b. Backup site activation processes.

(If the backup site is operated by an organization other than the Offeror, a copy of the Alternative Site Processing Agreement must be provided to the PBGC 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 must contain a list of key personnel and the recovery team(s) they support.)

3. Primary site recovery procedures, including:

a. Instructions for accomplishing salvage operations;

b. A replacement acquisition strategy for hardware, software, telecommunications, etc.;

c. Facility reconstruction plans; and

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

4. Primary site reactivation/normalization, including:

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

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

DELIVERABLES/REPORTS

The investment manager must provide:

1. Preliminary monthly statements and reports, on or before the seventh business day following month end, which detail the following information:

a. Portfolio Comparison vs. the Benchmark Index – Results must include, but not be limited to, returns for the month, latest three months, calendar year to date, PBGC’s fiscal year to date (the fiscal year runs from October 1 through September 30), and since inception. As the performance history expands, returns for one year, two year, three, five, and ten year should be provided, when applicable.

b. Holdings Report

c. Investment philosophy

d. Portfolio-level Characteristics

e. Performance Attribution

f. Economic and Market Commentary.

g. Securities Lending Report, if applicable.

h. Derivatives Report - If the fund or separate account utilizes derivatives in the portfolio, provide a detailed report.

2.

Quarterly statements and reports that detail the following information (due within thirty calendar days after quarter end):

a.

Portfolio Comparison vs. the Benchmark Index – See 1a above.

b.

Holdings Report c.

Performance Attribution d.

Economic and Market Commentary e.

Contract Compliance Certification Report – detailing all non-compliance events throughout the quarter which violated the investment guidelines. If there are internal constraints that are not stipulated in the investment guidelines and were violated during the quarter, please provide those as well.

f.

Soft Dollar Report – on a cumulative, calendar-year-to-date basis.

3.

Annual statements and reports that detail the following information:

a.

Evidence of fidelity bond and errors and omissions professional liability coverage (within 60 calendar days of renewal).

b.

Revised Securities and Exchange Commission Form ADV Parts I and II (within 30 calendar days of revision).

c.

Proxy Voting Report (within 60 calendar days of calendar year end).

d.

Revised Proxy Voting Policies and Procedures (within 30 calendar days of revision).

e.

Revised Ethics Policy (within 30 calendar days of revision).

4.

Other reports, research and publications as required by PBGC from time to time.

5.

Copies of all PBGC reports noted above must be provided to PBGC’s investment consultant.

TC "SECTION D - PACKAGING AND MARKING" \f C \l "1"

TC "D.1 PBGC-11-004 PACKAGING AND MARKING (OCT 2004)" \f C \l "2"

D.1 PBGC-11-004 PACKAGING AND MARKING (OCT 2004)

The Contractor is responsible for the cost of all packing, packaging and mailing in accordance with the best commercial practices. All information submitted to the Contracting Officer or the COTR shall be clearly marked with the company name, the PBGC contract number, and identification of the item.

TC "SECTION E - INSPECTION AND ACCEPTANCE" \f C \l "1"

TC "E.1 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (OCT 2004)" \f C \l "2"

E.1 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (OCT 2004)

All deliverable items are to be furnished to the Contracting Officer's Technical Representative (COTR) or to PBGC personnel designated by the COTR to receive a specific deliverable. PBGC's receipt of a deliverable does not constitute acceptance by the Government. Final acceptance of any reports or other deliverable items required under this contract will be made in writing and may only be made by the COTR or Contracting Officer.

TC "SECTION F - DELIVERIES OR PERFORMANCE" \f C \l "1"

TC "F.1 PBGC-11-005 PERIOD OF PERFORMANCE (OCT 2004)" \f C \l "2"

F.1 PBGC-11-005 PERIOD OF PERFORMANCE (OCT 2004)

The period of performance extends from October 1, 2008 through September 30, 2009. The Contracting Officer may unilaterally exercise up to six (6) one-year option periods.

TC "F.2 PBGC-11-006 PLACE OF PERFORMANCE (OCT 2004)" \f C \l "2"

F.2 PBGC-11-006 PLACE OF PERFORMANCE (OCT 2004)

The principal place of performance for work required under this contract is at the contractor's facility.

TC "F.3 PBGC-16-004 CONTRACT TYPE (OCT 2004)" \f C \l "2"

F.3 PBGC-16-004 CONTRACT TYPE (OCT 2004)

This contract is a firm fixed price type contract.

TC "F.4 PBGC-17-001 OPTION TO EXTEND THE TERM OF THE CONTRACT (OCT 2004)" \f C \l "2" TC "SECTION G - CONTRACT ADMINISTRATION DATA" \f C \l "1"

TC "G.1 PBGC-04-001 FINAL PAYMENT (OCT 2004)" \f C \l "2"

G.1 PBGC-04-001 FINAL PAYMENT (OCT 2004)

Before final payment is made, the Contractor shall furnish the Contracting Officer with a release of all claims against the Government relating to this contract, other than claims in stated amounts that are specifically excepted by the Contractor from the release. If the Contractor's claim to amounts payable under the contract has been assigned under Assignment of Claims Act of 1940, as amended (31 U.S. 3727, 41 U.S.C. 15), a release may also be required of the assignee.

TC "G.2 PBGC-15-001 INCORPORATION OF CONTRACTOR'S PROPOSAL (OCT 2004)" \f C \l "2"

G.2 PBGC-15-001 INCORPORATION OF CONTRACTOR'S PROPOSAL (OCT 2004)

The Contractor shall, in meeting the requirements of this contract, perform in accordance with their technical and cost proposal to the PBGC. That proposal is incorporated in this contract by reference. However, to the extent that anything in the proposal is in conflict or is inconsistent with the contract the clauses of this contract shall be controlling and shall supersede anything in the proposal.

TC "G.3 PBGC-32-004 SUBMISSION OF INVOICES (SAP) (OCT 2004)" \f C \l "2"

G.3 SUBMISSION OF INVOICES

1. The contractor shall submit quarterly invoices, based on custodian bank values, for items and/or services rendered to:

Pension Benefit Guaranty Corporation

General Accounting Branch

1200 K Street, N.W., Mail Stop: GAB

Washington, D.C. 20005-4026 All inquiries concerning payment should be directed to the General Accounting Branch at (202) 326-4062 #0 or by e-mail: InvoiceManager@pbgc.gov.

2. The vendor must include the following information and/or attached documentation for the invoice to be considered proper. Invoices, which do not contain all the required information, may be returned to the vendor unpaid for correction and resubmission.

(a) Name and address of Contractor -Invoice date and invoice number

(b) Purchase/Delivery Order Number (found in Block 3 of the Optional Form 347)

(c) Shipping and payment terms

(d) Name and address for Contractor official to whom payment is to be sent (must be same as that in the order or in a proper notice of assignment)

(e) Name (where practicable), title, phone number and mailing address of person to notify in the event of a defective invoice

(f) Taxpayer Identification Number (TIN)

(g) Description, quantity, unit of measure, unit price and extended price of supplies delivered or services performed TC "G.4 PBGC-42-001 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (OCT 2004)" \f C \l "2"

G.4 PBGC-42-001 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (OCT 2004)

The Contracting Officer's Technical Representative (COTR) is__________ who may be reached at __________ The COTR is authorized to assist in monitoring the work under this contract. The COTR is responsible for the technical administration of the contract and technical liaison with the contractor. The COTR IS NOT authorized to change the scope of work or specifications as stated in the contract, to make any commitments or otherwise obligate the Government or authorize any changes which affect the contract price, delivery schedule, period of performance or other terms or conditions. The Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract. Any such revision shall be authorized in writing by the Contracting Officer. The COTR is authorized to review and recommend approval of:

(a) Technical matters not involving a change in scope, price, terms and conditions of the contract

(b) Progress reports

(c) Inspection and acceptance of services and deliverable products and

(d) Invoices.

The COTR is not authorized to sign any contractual instruments or to direct any action that results in a change in the scope, price, terms or condition of the contract.

H.1 PBGC-03-001 CONFIDENTIALITY OF INFORMATION (OCT 2004)

(a) To the extent that the work under this contract requires that the Contractor be given access to confidential or proprietary business, technical, or financial information belonging to the Government or other companies, the Contractor shall, after receipt thereof, treat such information as confidential and agree not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by the Contracting Officer in writing. The foregoing obligations, however, shall not apply to:

(1) Information which, at the time of receipt by the Contractor, is in the public domain;

(2) Information which is published after receipt thereof by the Contractor or otherwise becomes part of the public domain through no fault of the Contractor;

(3) Information which the Contractor can demonstrate was already in his possession at the time of receipt from PBGC and was not acquired directly or indirectly from the Government or other companies;

(4) Information which the Contractor can demonstrate was received by it from a third party who did not require the Contractor to hold it in confidence.

(b) The Contractor shall obtain the written agreement, in a form satisfactory to the Contracting Officer or his designee, of each employee permitted access, whereby the employee agrees that he will not discuss, divulge or disclose any such information or data to any person or entity except those persons within the Contractor's organization directly concerned with the performance of the contract.

(c) The Contractor agrees, if requested by the Government, to sign an agreement identical, in all material respects, to the provisions of this clause, with each company supplying information to the Contractor under this contract, and to supply a copy of such agreement to the Contracting Officer. From time to time upon request of the Contracting Officer, the Contractor shall supply the Government with reports itemizing information received as confidential or proprietary and setting forth the company or companies from which the Contractor received such information.

(d) The Contractor agrees that upon request by PBGC it will execute a PBGC-approved agreement with any party whose proprietary data it is given access to or is furnished, restricting use and disclosure of the data. Upon request by PBGC, such an agreement shall also be signed by Contractor personnel.

(e) This clause shall flow down to all subcontracts.

TC "H.2 PBGC-03-002 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)" \f C \l "2"

H.2 PBGC-03-002 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

(a) Purpose. The purpose of this clause is to ensure that the contractor (1) is not biased because of its financial, contractual, organizational, or other interests which relate to the work under this contract, and (2) does not obtain any unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor and any of its partners, affiliates or their successors in interest (after this collectively referred to as the "contractor") in the activities covered by this clause as a prime contractor, subcontractor, cosponsor, joint venturer, consultant, or in any similar capacity. For the purpose of this clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

(1) Use of Contractor's Work Product.

(i) The contractor shall be ineligible to participate in any capacity in PBGC contracts, subcontracts, or proposals therefor (solicited and unsolicited) which stem directly from the contractor's performance of work under this contract. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any advisory and assistance services work under this contract on any of its products or services or the products or services of another firm if the contractor is or has been substantially involved in their development or marketing. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for advisory and assistance services.

(ii) If, under this contract, the contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the contractor is ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restriction in this subparagraph shall not apply.

(iii) Nothing in this clause precludes the contractor from offering or selling its standard commercial items to the Government.

(2) Access to and use of information. (i) If the contractor, in the performance of this contract, obtains access to information, such as Corporate plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the contractor agrees that without prior written approval of the Contracting Officer it shall not:

(A) use such information for any private purpose unless the information has been released or otherwise made available to the public;

(B) compete for work for PBGC based on such information for a period of six months after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first;

(C) submit an unsolicited proposal to the Government which is based on such information until one year after such information is released or otherwise made available to the public; and

(D) release such information unless such information has previously been released or otherwise made available to the public by PBGC.

(ii) In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with all restrictions imposed on disclosure and use of such information.

(c) Disclosure after award.

(1) The contractor agrees that if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the Contracting Officer. Such disclosure may include a description of any action which the contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest. PBGC may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

(2) In the event that the contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the Contracting Officer, PBGC may terminate this contract for default.

(d) Remedies. For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential organizational conflict of interest at the time of or after award, the Government may terminate the contract for default, disqualify the contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract.

(e) Waiver. Requests for waiver under this clause shall be directed in writing to the PBGC Office of General Counsel and a copy provided to the Contracting Officer, and shall include a full description of the requested waiver and the reasons in support of the request. If it is determined to be in the best interests of the Government, the Contracting Officer may grant such a waiver in writing.

(f) Subcontracts.

(1) The contractor shall include a clause, substantially similar to this clause, including this paragraph (f), in subcontracts expected to exceed the simplified acquisition threshold in FAR Part 13. The terms "contract," "contractor," and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

(2) Prior to the award under this contract of any such subcontracts for advisory and assistance services, the contractor shall obtain from the proposed subcontractor or consultant a disclosure of all existing or potential organizational conflicts of interest and shall determine in writing whether the interests disclosed present a significant potential for an organizational conflict of interest. Where an actual or significant potential organizational conflict of interest is identified, the contractor shall take actions to avoid, neutralize, or mitigate the organizational conflict to the satisfaction of the contractor. If the conflict cannot be avoided or neutralized, the contractor must obtain the approval of the PBGC Contracting Officer prior to entering into the subcontract.

TC "H.3 PBGC-03-003 SUITABILITY DETERMINATION REQUIREMENTS (SEPT 2006)" \f C \l "2"

H.3 PBGC-03-003 SUITABILITY DETERMINATION REQUIREMENTS (SEPT 2006)

This contract clause serves as the policy for investigating and adjudicating the suitability of contractors for employment or continued employment with the Pension Benefit Guaranty Corporation. PBGC will employ and/or retain only those persons whose suitability for employment is found to be clearly consistent with our Orders.

(1) The Contract's employees governed by this contract may need to access sensitive information. PBGC reserves the right, in its sole discretion, to determine suitability for contractor personnel at the project site and deny access to any sensitive information or project specific area to any personnel for any cause.

(2) The Contract Company shall notify the Contracting Officer in writing providing the name and the nationality of non-U.S. citizens who are legal residents, providing a copy of their VISA (work permit) or an alien who has been lawfully admitted for permanent residence as evidenced by Alien Registration Receipt Card Form I-151, or who presents other evidence from the Immigration and Naturalization Service that employment will not affect his/her immigration status. PBGC reserves the right to refuse any foreign national participation on this contract and to refuse them permission to enter PBGC premises.

(3) The Contracting Officer or the Contracting Officer's Technical Representative (COTR) will provide the appropriate background investigation forms to the contractor and give the contractor instructions for completing the background investigation process. These responsibilities may be delegated to the Contract Manager or the Contract Security Representative with the understanding that the COTR holds ultimate responsibility. Completed background investigation forms shall be submitted two (2) weeks from Entrance on Duty date to: Pension Benefit Guaranty Corporation

PBGC Security Officer

Facilities and Services Department

1200 K Street, NW, Mail Stop: FASD

Washington, DC 20005-4026 Forms shall be submitted for replacement employees at least two (2) weeks before entrance on duty.

(4) PBGC will exercise full and complete control over granting, denying, withholding, or terminating clearances for employees. The PBGC may, as it deems appropriate, authorize and grant temporary clearance to employees of the contractor. However, the granting of a temporary clearance to any such employee shall not be considered as assurance that full clearance will follow as a result or condition thereof, and the granting of either a temporary or full clearance shall in no way prevent, preclude or bar the withdrawal or termination of any such clearance by the PBGC.

(5) If the adjudication is unfavorable on a contract employee, or if PBGC finds a contractor to be unsuitable or unfit for his or her assigned duties, the Personnel Security Officer will contact the Contract Company to effect the immediate removal of the contract employee from the PBGC contract and premises.

(6) At PBGC's sole discretion, PBGC may waive suitability determinations for contractor personnel who have had recent background investigations at the appropriate suitability determination risk level established by either the COTR or the Personnel Security Officer. PBGC will inform the contractors where such is the case The Contract Company will be provided a copy of the PBGC Order PM 05-6, "Personnel Security and Suitability Program" and PBGC Order PM 05-1, "PBGC Entrance on Duty and Separation Clearance Procedures" to provide guidance and facilitate the Suitability Determination process.

TC "H.4 PBGC-04-004 PBGC INFORMATION SECURITY (JAN 2006)" \f C \l "2"

H.4 PBGC-04-004 PBGC INFORMATION SECURITY (JAN 2006)

The Contractor shall adhere to OMB Circulars, NIST Standards, Federal and other appropriate control frameworks such as the Capability Maturity Model - Integrated (CMMI), Federal Information Systems Controls and Audit Manual (FISCAM), Control Objectives for Information and Related Technologies (COBIT), Committee Sponsoring Organizations of the Treadway Commission (COSO), the Information Technology Infrastructure Library (ITIL), PBGC Directives, Policies and Procedures as they relate to information Security and other standards as applicable. This includes the PBGC Information Security Policy, Electronic Communications Policy, Computer Security User Guidelines, and Security Awareness Training. PBGC's Information Security Policy is viewable at http://www.pbgc.gov/docs/isp.pdf.

TC "H.5 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (OCT 2004)" \f C \l "2"

H.5 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (OCT 2004)

(a) The Contractor agrees that it will take such measures as are necessary to restrict access to pension plan and participant records as well as any other information related to work pursuant to this contract (including, but not limited to, any information relating to legal, policy, program, operational or other issues, whether concerning existing, proposed or contemplated legislation, regulations, policy issuances or similar matters or otherwise) to those employees and/or subcontractors of the Contractor needing such information to perform the work required thereunder, i.e., on a "need-to-know" basis. This Clause does not apply to information which has been released to the public by PBGC or which is available to the public other than by the Contractor's breach of this Agreement.

(b) The Contractor agrees to keep the restricted information in the strictest confidence. The Contractor also agrees not to publish, reproduce or otherwise divulge the Information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to the Information, to those employees and/or subcontractors needing such information to perform the work required under the contract, i.e., on a "need-to-know" basis. The obligation to maintain confidentiality continues after completion, termination, or expiration of this contract. The Information shall be made available only at the discretion of the PBGC and subject to the Freedom of Information Act (5 U.S.C. Sec. 552), as amended, The Privacy Act, (5 U.S.C. Sec. 552a), as amended, The Trade Secrets Act, (18 U.S.C. Sec. 1905, as amended), and any other applicable laws or regulations. Further, the Contractor shall notify the PBGC of the transfer to subcontractors of any information prior to any such transfer. Upon completion of the Contractor's obligations, the Contractor shall return or destroy all copies of restricted information, whether furnished by PBGC or created by the Contractor and any subcontractor.

(c) The Contractor agrees to immediately notify the PBGC, in writing, in the event that the Contractor determines or has reason to suspect a breach of any part of this clause.

(d) The Contractor agrees to immediately notify the PBGC in writing, of any request received from any individual who is not a party to this contract, for access to information related to this contract. Those requests will be directed to PBGC's Disclosure Officer for processing under the provision of the Freedom of Information Act. This paragraph does not apply to a request by an individual for access to information contained in records pertaining to that particular individual. However, if the individual wants copies of the actual records pertaining to him, he first must contact PBGC's Disclosure Officer.

(e) The Contractor agrees that it will not knowingly violate any statutory or regulatory restrictions against the disclosure of government records, including 5 U.S.C. Sec. 552a, as amended, 5 U.S.C. Sec. 552, as amended, 18 U.S.C. Sec. 1905, as amended, and implementing regulations. The Contractor also agrees that it will take steps to ensure that any subcontractor will also adhere to these restrictions.

(f) The Contractor is bound by Section (m) of the Privacy Act, 5 U.S.C. Sec. 552a(m) and as such is considered under the act to be an employee of the agency. Accordingly, the Contractor and any of its employees are subject to the criminal penalties of the Privacy Act, 5 U.S.C. Sec.552a(i).

(g) The Contractor will designate and identify an individual who shall be responsible for the notifications required under sections b, c and d of this agreement and who shall receive all appropriate responses from the

Contracting Officer's Technical Representative (COTR) or from PBGC's Disclosure Officer. The Contractor shall take those steps neccessary to ensure that the provisions of paragraphs a-g, inclusive, are adhered to by all directors, officers, agents and employees of the Contractor.

(h) The Contractor shall place the provisions contained at Paragraphs a-g, above, in all subcontracts entered into pursuant to the contract where the subcontractor will have or may gain access to PBGC information and, further, the Contractor agrees to enforce the provisions of this Clause against any and all subcontractors under this contract.

TC "H.6 PBGC-37-001 KEY PERSONNEL (JAN 2006)" \f C \l "2"

H.6 PBGC-37-001 KEY PERSONNEL (JAN 2006)

PBGC has identified the following personnel who will be held responsible for the duration of the contract. They are essential to the ongoing conduct of the project and will assure consistent management control and direction.

NAME/TITLE

The personnel specified above are essential to the work being performed. These key personnel shall NOT be reassigned or diverted without the written consent of the Contracting Officer. Prior to removing any of the specified individuals from performance of this contract, the Contractor shall provide 30 calendar days advance notification to the Contracting Officer and shall submit justification (including resumes for proposed substitutions) in sufficient detail to permit evaluation of the impact on the Program.

TC "H.7 PBGC-45-001 GOVERNMENT FURNISHED INFORMATION, ASSISTANCE AND/OR EQUIPMENT (OCT 2004)" \f C \l "2" H.7 PBGC-45-001 GOVERNMENT FURNISHED INFORMATION, ASSISTANCE AND/OR EQUIPMENT (OCT 2004)

a. The Pension Benefit Guaranty Corporation (PBGC) will furnish an initial briefing to appropriate contractor personnel in order to provide background on corporation policies and procedures. The briefing will be conducted by qualified PBGC staff members who will also be available to the contractor on an ongoing basis for consultation and guidance as needed. The initial briefing will be held at __________ The briefing will be conducted within __________ days following contract award. b. PBGC will furnish, at the COTR's discretion, and to the extent available, copies of regulations, procedures, policies, other materials, administrative support and/or equipment necessary for the contractor to perform the work required by this contract.

TC "SECTION I - CONTRACT CLAUSES" \f C \l "1"

TC "I.1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2007)" \f C \l "2"

I.1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2007)

(a) "Inspection/Acceptance." The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) "Assignment." The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) "Changes." Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) "Disputes." This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) "Definitions." The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) "Excusable delays." The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) "Invoice."

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) "Patent indemnity." The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) "Payment."--

(1) "Items accepted." Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) "Prompt payment." The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) "Electronic Funds Transfer (EFT)." If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) "Discount." In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) "Overpayments." If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

(j) "Risk of loss." Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) "Taxes." The contract price includes all applicable Federal, State, and local taxes and duties.

(l) "Termination for the Government's convenience." The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records.