PBGC01-RP-14-0007_Cutodian_Banking_RFP_FINAL.pdf

RFQ IFB RFP

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL BUSINESS

(EDWOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODEFACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2011)

Prescribed by GSA - FAR (48 CFR) 53.212

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

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

17a CONTRACTOR/

OFFEROR.

CODE

8 (A)

SIZE STANDARD:

NAICS:

% FOR:SET ASIDE:UNRESTRICTED OR

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

10. THIS ACQUISITION IS

STANDARD FORM 1449 (REV. 3/2011) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

PAGE 3 OF 123 PBGC01-RP-14-0007

0001 Reference the pricing schedule in Section B of this solicitation.

Period of Performance: 08/01/2014 to 07/31/2015

12.00 MO

Table of Contents

PAGE 4 OF 123 PBGC01-RP-14-0007

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Pricing Schedule

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Statement of Work

SECTION D PACKAGING AND MARKING

D. 1 PBGC-11 004 PACKAGING AND MARKING (JAN 2012)

SECTION F DELIVERIES OR PERFORMANCE

F. 1 52.242-15 STOP-WORK ORDER (AUG 1989)

F. 2 Period of Performance

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 PBGC-32-004 SUBMISSION OF INVOICES (JAN 2012)

G. 2 PBGC-42-001 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

G. 3 PBGC-42-002 OBSERVANCE OF LEGAL HOLIDAYS (JAN 2012)

G. 4 Contract Administration

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 PBGC-00-001 PROFESSIONAL ATTIRE (OCT 2005)

H. 2 PBGC-03-001 CONFIDENTIALITY OF INFORMATION (OCT 2004)

H. 3 PBGC-03-002 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

H. 4 PBGC-03-003 SUITABILITY DETERMINATION REQUIREMENTS (JAN 2012)

H. 5 PBGC-03-004 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013)

H. 6 PBGC-04-004 PBGC INFORMATION SECURITY (FEB 2011)

H. 7 PBGC-04-005 PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) (FEB 2013)

H. 8 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (JUN 2013)

H. 9 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

H. 10 PBGC-15-007 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

H. 11 PBGC-15 011 REFERENCE AND EVALUATION (OCT 2004)

H. 12 PBGC-16 003 CEILING PRICE (FEB 2013)

H. 13 PBGC-31-004 AGENCY AWARENESS TRAINING (JAN 2012)

H. 14 PBGC-37-001 KEY PERSONNEL (MAR 2012)

H. 15 PBGC-44-001 OTHER DIRECT COSTS (MAY 2012)

H. 16 PBGC-45 001 GOVERNMENT FURNISHED INFORMATION, ASSISTANCE AND/OR EQUIPMENT (JAN 2012)

SECTION I CONTRACT CLAUSES

I. 1 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (SEPT 2013)

I. 2 52.204-2 SECURITY REQUIREMENTS (AUG 1996)

I. 3 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

I. 4 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY

2013)

I. 5 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (SEPT 2013)

I. 6 52.215-1 INSTRUCTIONS TO OFFERORS--COMPETITIVE ACQUISITION (JAN 2004)

I. 7 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

I. 8 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 9 52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)

I. 10 52.224-2 PRIVACY ACT (APR 1984)

I. 11 52.227-14 RIGHTS IN DATA--GENERAL (DEC 2007)

Table of Contents

PAGE 5 OF 123 PBGC01-RP-14-0007

I. 12 52.232-1 PAYMENTS (APR 1984)

I. 13 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 14 52.232-17 INTEREST (OCT 2010)

I. 15 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)

I. 16 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I. 17 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)

I. 18 52.242-13 BANKRUPTCY (JUL 1995)

I. 19 52.245-1 GOVERNMENT PROPERTY (APR 2012)

I. 20 52.246-25 LIMITATION OF LIABILITY--SERVICES (FEB 1997)

I. 21 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (APR 1984)

I. 22 52.251-1 GOVERNMENT SUPPLY SOURCES (APR 2012)

I. 23 52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

I. 24 52.203-3 GRATUITIES (APR 1984)

I. 25 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JAN 2014)

I. 26 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 27 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 28 52.233-2 SERVICE OF PROTEST (SEP 2006)

I. 29 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION J LIST OF ATTACHMENTS

J. 1 Attachments List

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

K. 2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 3 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (NOV 2013)

K. 4 52.215-6 PLACE OF PERFORMANCE (OCT 1997)

K. 5 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (JULY 2013)

L. 2 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (SEPT 2013)

L. 3 52.216-1 TYPE OF CONTRACT (APR 1984)

L. 4 Instructions, Conditions, and Notices to Offerors

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 Evaluation Factors for Award

PAGE 6 OF 123 PBGC01-RP-14-0007

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Pricing Schedule

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

SECTION B.2 Custodian Banking Services Pricing

The contract type is a combination Firm-Fixed-Price (FFP) and Fixed Rate/Variable Quantity (FRVQ) effort. Offerors shall provide prices for Menu Based Services and Optional Services, as shown in Sections B.3 and B.5.

PBGC has provided pricing assumptions in Sections B.6 and B.7 of the solicitation. These assumptions should be used by the offerors in calculating a total annual price for each service listed in the pricing schedule as well as a total annual price for each year of the contract. The offerors’ total annual price per year of the contract as well as annual price per service will be used for price evaluation purposes only. The pricing assumptions provided by PBGC in the solicitation are not indicative of the work the offerors can expect to receive on an annual basis under this contract. The offerors’ are required to provide a fixed fee or rate for each menu based service and optional service listed in Section B of the contract and an annual firm-fixed-price for the on-site consultant services. The offeror’s proposed fixed fee or fixed rate for the menu based and optional services and the offeror’s on-site consultant service firm-fixed-prices shall be incorporated into the final contract upon award. A “Not to Exceed” value of $75,000 is provided by PBGC for Other Direct Costs. The Agency may elect not to exercise an optional Contract Line Item Number (CLIN), but this decision would not impact the Agency’s right to exercise an optional CLIN in other (or future) option periods. The Total Ceiling Price will be determined at the time of award and stated in Section B of the resulting contract. Additionally, the exact dates for the Period of Performance will be determined at time of award.

Base Year Period of Performance (POP) for CLIN 0001: August 1, 2014 – July 31, 2015 Base Year - Custodian Banking Services in accordance with the SOW

CLIN 0001 Menu Based Services (FRVQ) 1 Lot $ ________ CLIN 0002 On-Site Consultant (FFP) 1 YR $ ________ CLIN 0003 Optional Services (FRVQ) 1 Lot $ ________ CLIN 0004 Other Direct Costs Not to Exceed (NTE) 1 Lot $ 75,000

Total Amount: $___________

Option Year One Period of Performance for CLIN 1001: August 1, 2015 – July 31, 2016 Option Year One - Custodian Banking Services in accordance with the SOW

CLIN 1001 Menu Based Services (FRVQ) 1 Lot $ ________ CLIN 1002 On-Site Consultant (FFP) 1 YR $ ________ CLIN 1003 Optional Services (FRVQ) 1 Lot $ ________ CLIN 1004 Other Direct Costs (NTE) 1 Lot $ 75,000

Total Amount: $___________

Option Year Two Period of Performance for CLIN 2001: August 1, 2016 – July 31, 2017 Option Year Two - Custodian Banking Services in accordance with the SOW

CLIN 2001 Menu Based Services (FRVQ) 1 Lot $ ________ CLIN 2002 On-Site Consultant (FFP) 1 YR $ ________ CLIN 2003 Optional Services (FRVQ) 1 Lot $ ________ CLIN 2004 Other Direct Costs (NTE) 1 Lot $ 75,000

Total Amount: $___________

Option Year Three Period of Performance for CLIN 3001: August 1, 2017 – July 31, 2018 Option Year Three - Custodian Banking Services in accordance with the SOW

PAGE 7 OF 123 PBGC01-RP-14-0007

CLIN 3001 Menu Based Services (FRVQ) 1 Lot $ ________ CLIN 3002 On-Site Consultant (FFP) 1 YR $ ________ CLIN 3003 Optional Services (FRVQ) 1 Lot $ ________ CLIN 3004 Other Direct Costs (NTE) 1 Lot $ 75,000

Total Amount: $___________

Option Year Four Period of Performance for CLIN 4001: August 1, 2018 – July 31, 2019 Option Year Four - Custodian Banking Services in accordance with the SOW

CLIN 4001 Menu Based Services (FRVQ) 1 Lot $ ________ CLIN 4002 On-Site Consultant (FFP) 1 YR $ ________ CLIN 4003 Optional Services (FRVQ) 1 Lot $ ________ CLIN 4004 Other Direct Costs (NTE) 1 Lot $ 75,000

Total Amount: $___________

Note:

As identified in the Pricing Schedule above, the period of performance for this procurement is a one-year base period with four one-year option periods. However, the Government reserves the right to award a contract with a period of performance of a one-year base period and nine one-year option periods. Therefore, Offerors are required to submit pricing proposals for both periods of performance: (1) one-year base period with four option year periods and (2) one-year base period with nine option year periods.

The pricing assumptions provided in this solicitatation shall be applied to both pricing proposals. Further, the pricing assumptions apply to all years of the contract and should not be adjusted for inflation. The only pricing changes proposed in the option years shall be the assumed increases in the proposed fixed fee or rates. All optional services must be priced in order for the proposal to be evaluated.

SECTION B.3 Menu Based Services Fee Schedule

B.3.1 Menu Based Services Fees

This Schedule delineates items for which the offeror may charge a fee. Offerors are required to provide an ANNUAL PRICE for its Menu Based Services Fee Schedule and shall demonstrate the line-item detail which substantiates the Menu Based Fee. The offeror shall use the assumptions in Section B.6 for estimating PBGC account activity.

Proposals will be evaluated using the assumptions provided in Section B.6.

These assumptions should be used by the offerors in calculating a total annual price for each service listed in the tables from this section as well as a total annual price for each year of performance. The offerors’ total annual prices provided for each service and year will be used for price evaluation purposes only. The total for each year should be entered in the corresponding line in Section B.2 above.

PBGC makes no representation as to the size of the Fund during the solicitation and contract period. The pricing assumptions provided by PBGC in the solicitation are not indicative of the work the offerors can expect to receive on an annual basis under this contract.

For the Menu Based Services Fee Schedule, all prices must be provided with a fixed rate as described in the assumptions for an entire year using the hypothetical portfolio profile found in the Section B.6.

B.3.2 Menu Based Services Fees Tables

Use the assumptions in the Section B.6 to complete the following tables.

PAGE 8 OF 123 PBGC01-RP-14-0007

B.3.2.1 Menu Based Fees for CLIN 0001- Base Year:

Category Annual Price

1) Custodial Account Fee (3.1.1.3.1) -

Active Passive Standard Transition Commingled

2) Asset-Based Fee per Country (in basis points) International Holdings

3) Custody Fees (Annualized) (Section 3.1.1.3 / 3.1.1.5) -

DEPOSITORY TRUST CORP (DTC) eligible securities

FEDERAL RESERVE BANK (FRB) eligible securities

Non-Depository securities

4) Transaction Fees per country (International trades from Pricing Schedule) (U.S. only transactions below)

Purchases - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Sales - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Futures Transactions

Options Roundtrip

Paydowns (GNMA, FNMA, FHLMC, etc.)

Asset Transfers

Maturities/Redemptions - DEPOSITORY TRUST CORP

Other (Swaps)

Global Trades

5) Income Collection (Section 3.1.1.4 / 3.1.1.5) -

Dividends Interest DEPOSITORY TRUST CORP securities

FEDERAL RESERVE BANK securities

Other (Section 3.1.1.4(c))

6) Wire Transfer Fees -

To Others (5.2.1.1, 5.3.1.4.1)

From Others (5.3.1.4)

PAGE 9 OF 123 PBGC01-RP-14-0007

Category Annual Price

7) Report Fees (4.1.2.10, 5.3, 8.1)

8) Foreign Exchange Transaction Fees (3.1.8)

9) Transition Costs (3.1.1.3.1) -

Transfer to Custodian bank/Contractor of physical securities (5.1.3, 5.3.1.3)

Conversion of Depository Trust Corp securities

Conversion of Federal Reserve Bank securities

Other conversion costs (e.g. Non-US Conversions, etc.)

10) Servicing of Bank Loan (3.1.9) -

Minimum monthly charge for 1-10 loans across the entire PBGC account

Minimum monthly charge for 11-20 loans across the entire PBGC account

Minimum monthly charge for 21-35 loans across the entire PBGC account

Minimum monthly charge for 36-50 loans across the entire PBGC account

Monthly per loan charge thereafter 50 loans across the entire PBGC account

11) Pricing of OTC and centrally cleared derivatives (3.1.6)

12) STIF Fee (4.1.2.3)

13) Educational Conferences (5.4.1.1)

Total Menu Based Services (0001)

B.3.2.2 Menu Based Fees for CLIN 1001 - Option Year 1:

Category Annual Price

1) Custodial Account Fee (3.1.1.3.1) -

Active Passive Standard Transition Commingled

2) Asset-Based Fee per Country (in basis points) International Holdings

3) Custody Fees (Annualized) (Section 3.1.1.3 / 3.1.1.5) -

DEPOSITORY TRUST CORP (DTC) eligible securities

PAGE 10 OF 123 PBGC01-RP-14-0007

FEDERAL RESERVE BANK (FRB) eligible securities

Non-Depository securities

4) Transaction Fees per country (International trades from Pricing Schedule) (U.S. only transactions below)

Purchases - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Sales - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Futures Transactions

Options Roundtrip

Paydowns (GNMA, FNMA, FHLMC, etc.)

Asset Transfers

Maturities/Redemptions - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Swaps)

5) Income Collection (Section 3.1.1.4 / 3.1.1.5) -

Dividends

Interest DEPOSITORY TRUST CORP securities

FEDERAL RESERVE BANK securities

Other (Section 3.1.1.4(c))

6) Wire Transfer Fees -

To Others (5.2.1.1, 5.3.1.4.1)

From Others (5.3.1.4)

7) Report Fees (4.1.2.10, 5.3, 8.1)

8) Foreign Exchange Transaction Fees (3.1.8)

9) Transition Costs (3.1.1.3.1) -

Transfer to Custodian bank/Contractor of physical securities (5.1.3, 5.3.1.3)

Conversion of Depository Trust Corp securities

Conversion of Federal Reserve Bank securities

Other conversion costs (e.g. Non-US Conversions, etc.)

10) Servicing of Bank Loan (3.1.9) -

Minimum monthly charge for 1-10 loans across the entire PBGC account

Minimum monthly charge for 11-20 loans across the entire PBGC account

Minimum monthly charge for 21-35 loans across the entire PBGC account

PAGE 11 OF 123 PBGC01-RP-14-0007

Minimum monthly charge for 36-50 loans across the entire PBGC account

Monthly per loan charge thereafter 50 loans across the entire PBGC account

11) Pricing of OTC and centrally cleared derivatives (3.1.6)

12) STIF Fee (4.1.2.3)

13) Educational Conferences (5.4.1.1)

Total Menu Based Services (1001)

B.3.2.3 Menu Based Fees for CLIN 2001 - Option Year 2:

Category Annual Price

1) Custodial Account Fee (3.1.1.3.1) -

Active Passive Standard Transition Commingled

2) Asset-Based Fee per Country (in basis points) International Holdings

3) Custody Fees (Annualized) (Section 3.1.1.3 / 3.1.1.5) -

DEPOSITORY TRUST CORP (DTC) eligible securities

FEDERAL RESERVE BANK (FRB) eligible securities

Non-Depository securities

4) Transaction Fees per country (International trades from Pricing Schedule) (U.S. only transactions below)

Purchases - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Sales - DEPOSITORY TRUST CORP

Other (Physical delivery/ receipt, asset transfers etc.)

PAGE 12 OF 123 PBGC01-RP-14-0007

Futures Transactions

Options Roundtrip

Paydowns (GNMA, FNMA, FHLMC, etc.)

Asset Transfers

Maturities/Redemptions - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Swaps)

5) Income Collection (Section 3.1.1.4 / 3.1.1.5) -

Dividends Interest DEPOSITORY TRUST CORP securities

FEDERAL RESERVE BANK securities

Other (Section 3.1.1.4(c))

6) Wire Transfer Fees -

To Others (5.2.1.1, 5.3.1.4.1)

From Others (5.3.1.4)

7) Report Fees (4.1.2.10, 5.3, 8.1)

8) Foreign Exchange Transaction Fees (3.1.8)

9) Transition Costs (3.1.1.3.1) -

Transfer to Custodian bank/Contractor of physical securities (5.1.3, 5.3.1.3)

Conversion of Depository Trust Corp securities

Conversion of Federal Reserve Bank securities

Other conversion costs (e.g. Non-US Conversions, etc.)

10) Servicing of Bank Loan (3.1.9) -

Minimum monthly charge for 1-10 loans across the entire PBGC account

Minimum monthly charge for 11-20 loans across the entire PBGC account

Minimum monthly charge for 21-35 loans across the entire PBGC account

Minimum monthly charge for 36-50 loans across the entire PBGC account

Monthly per loan charge thereafter 50 loans across the entire PBGC account

11) Pricing of OTC and centrally cleared derivatives (3.1.6)

12) STIF Fee (4.1.2.3)

13) Educational Conferences (5.4.1.1)

PAGE 13 OF 123 PBGC01-RP-14-0007

Total Menu Based Services (2001)

B.3.2.4 Menu Based Fees for CLIN 3001 - Option Year 3:

Category Annual Price

1) Custodial Account Fee (3.1.1.3.1) -

Active Passive Standard Transition Commingled

2) Asset-Based Fee per Country (in basis points) International Holdings

3) Custody Fees (Annualized) (Section 3.1.1.3 / 3.1.1.5) -

DEPOSITORY TRUST CORP (DTC) eligible securities

FEDERAL RESERVE BANK (FRB) eligible securities

Non-Depository securities

4) Transaction Fees per country (International trades from Pricing Schedule) (U.S. only transactions below)

Purchases - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Sales - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Futures Transactions

Options Roundtrip

Paydowns (GNMA, FNMA, FHLMC, etc.)

Asset Transfers

Maturities/Redemptions - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Swaps)

Global Trades

5) Income Collection (Section 3.1.1.4 / 3.1.1.5) -

Dividends Interest DEPOSITORY TRUST CORP securities

PAGE 14 OF 123 PBGC01-RP-14-0007

FEDERAL RESERVE BANK securities

Other (Section 3.1.1.4(c))

6) Wire Transfer Fees -

To Others (5.2.1.1, 5.3.1.4.1)

From Others (5.3.1.4)

7) Report Fees (4.1.2.10, 5.3, 8.1)

8) Foreign Exchange Transaction Fees (3.1.8)

9) Transition Costs (3.1.1.3.1) -

Transfer to Custodian bank/Contractor of physical securities (5.1.3, 5.3.1.3)

Conversion of Depository Trust Corp securities

Conversion of Federal Reserve Bank securities

Other conversion costs (e.g. Non-US Conversions, etc.)

10) Servicing of Bank Loan (3.1.9) -

Minimum monthly charge for 1-10 loans across the entire PBGC account

Minimum monthly charge for 11-20 loans across the entire PBGC account

Minimum monthly charge for 21-35 loans across the entire PBGC account

Minimum monthly charge for 36-50 loans across the entire PBGC account

Monthly per loan charge thereafter 50 loans across the entire PBGC account

11) Pricing of OTC and centrally cleared derivatives (3.1.6)

12) STIF Fee (4.1.2.3)

13) Educational Conferences (5.4.1.1)

Total Menu Based Services (3001)

B.3.2.5 Menu Based Fees for CLIN 4001 - Option Year 4:

Category Annual Price

1) Custodial Account Fee (3.1.1.3.1) -

Active Passive

PAGE 15 OF 123 PBGC01-RP-14-0007

Standard Transition Commingled

2) Asset-Based Fee per Country (in basis points) International Holdings

3) Custody Fees (Annualized) (Section 3.1.1.3 / 3.1.1.5) -

DEPOSITORY TRUST CORP (DTC) eligible securities

FEDERAL RESERVE BANK (FRB) eligible securities

Non-Depository securities

4) Transaction Fees per country (International trades from Pricing Schedule) (U.S. only transactions below)

Purchases - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Sales - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Physical delivery/ receipt, asset transfers etc.)

Futures Transactions

Options Roundtrip

Paydowns (GNMA, FNMA, FHLMC, etc.)

Asset Transfers

Maturities/Redemptions - DEPOSITORY TRUST CORP

FEDERAL RESERVE BANK

Other (Swaps)

5) Income Collection (Section 3.1.1.4 / 3.1.1.5) -

Dividends Interest DEPOSITORY TRUST CORP securities

FEDERAL RESERVE BANK securities

Other (Section 3.1.1.4(c))

6) Wire Transfer Fees -

To Others (5.2.1.1, 5.3.1.4.1)

From Others (5.3.1.4)

7) Report Fees (4.1.2.10, 5.3, 8.1)

8) Foreign Exchange Transaction Fees (3.1.8)

9) Transition Costs (3.1.1.3.1) -

Transfer to Custodian bank/Contractor of physical securities (5.1.3, 5.3.1.3)

Conversion of Depository Trust Corp securities

Conversion of Federal Reserve Bank securities

Other conversion costs (e.g. Non-US Conversions, etc.)

PAGE 16 OF 123 PBGC01-RP-14-0007

10) Servicing of Bank Loan (3.1.9) -

Minimum monthly charge for 1-10 loans across the entire PBGC account

Minimum monthly charge for 11-20 loans across the entire PBGC account

Minimum monthly charge for 21-35 loans across the entire PBGC account

Minimum monthly charge for 36-50 loans across the entire PBGC account

Monthly per loan charge thereafter 50 loans across the entire PBGC account

11) Pricing of OTC and centrally cleared derivatives (3.1.6)

12) STIF Fee (4.1.2.3)

13) Educational Conferences (5.4.1.1)

Total Menu Based Services (4001)

B.4 On-Site Consultant

This Schedule delineates price for the on-site consultant. The offeror shall use the information provided in the SOW to estimate pricing. Offerors are required to provide an annual price, which should then be entered in the corresponding line item in Section B.2 above.

Category

Unit Unit Price Annual Price

Base Year (CLIN 0002) Per Month Option Year 1 (CLIN 1002) Per Month Option Year 2 (CLIN 2002) Per Month Option Year 3 (CLIN 3002) Per Month Option Year 4 (CLIN 4002) Per Month

B.5 Optional Services

B.5.1 Optional Services Estimated Pricing

This Schedule delineates items for which the offeror may charge a fee. Offerors are required to provide an ANNUAL PRICE for the Optional Services and shall demonstrate the line-item detail which substantiates the prices for these services. The offeror shall use the assumptions in Section B.7 for estimating PBGC account activity. Proposals will be evaluated using the assumptions provided in Section B.7. These assumptions should be used by the offerors in calculating a total annual price for each service listed in the tables from this section as well as a total annual price for each year of performance. The offerors’ total annual prices provided for each service and year will be used for price

PAGE 17 OF 123 PBGC01-RP-14-0007

evaluation purposes only. The total for each year should be entered in the corresponding line in Section B.2 above. All optional services must be priced in order for the proposal to be evaluated.

PBGC makes no representation as to the size of the Fund during the solicitation and contract period. The pricing assumptions provided by PBGC in the solicitation are not indicative of the work the offerors can expect to receive on an annual basis under this contract.

For the Menu Based Services Fee Schedule, all prices must be provided with a fixed rate as described in the assumptions for an entire year using the hypothetical portfolio profile found in the Section B.6.

B.5.2 Optional Services Estimated Pricing Tables

Use the assumptions in the Section B.7 to complete the following tables.

B.5.2.1 Optional Services Pricing for CLIN 0003 - Base Year:

Category

Annual Price

1) Escrow Account Mortgages (Section 3.1.1.5.1)

2) Transition Management Services – (Section 4.1.2.2)

3) Act as Investment Manager (Section 4.1.2.3.1) and provide Investment Management Services.

4) Provide a compliance solution that monitors investment guidelines for fixed income portfolios prescribed from any source.

(4.1.2.12)

5) Securities Lending Services (Section 4.1.2.4) NOTE: Annual Gross Revenue Less Collateral Reinvestment Fee Total Optional Services (0003)

B.5.2.2 Optional Services Pricing for CLIN 1003 - Option Year 1:

PAGE 18 OF 123 PBGC01-RP-14-0007

Category

Annual Price

1) Escrow Account Mortgages (Section 3.1.1.5.1)

2) Transition Management Services – (Section 4.1.2.2)

3) Act as Investment Manager (Section 4.1.2.3.1) and provide Investment Management Services.

4) Provide a compliance solution that monitors investment guidelines for fixed income portfolios prescribed from any source.

(4.1.2.12)

5) Securities Lending Services (Section 4.1.2.4) NOTE: Annual Gross Revenue Less Collateral Reinvestment Fee Total Optional Services (1003)

B.5.2.3 Optional Services Pricing for CLIN 2003 - Option Year 2:

Category

Annual Price

1) Escrow Account Mortgages (Section 3.1.1.5.1)

2) Transition Management Services – (Section 4.1.2.2)

3) Act as Investment Manager (Section 4.1.2.3.1) and provide Investment Management Services.

PAGE 19 OF 123 PBGC01-RP-14-0007

4) Provide a compliance solution that monitors investment guidelines for fixed income portfolios prescribed from any source.

(4.1.2.12)

5) Securities Lending Services (Section 4.1.2.4)

NOTE: Annual Gross Revenue Less Collateral Reinvestment Fee Total Optional Services (2003)

B.5.2.4 Optional Services Pricing for CLIN 3003 - Option Year 3:

Category

Annual Price

1) Escrow Account Mortgages (Section 3.1.1.5.1)

2) Transition Management Services – (Section 4.1.2.2)

3) Act as Investment Manager (Section 4.1.2.3.1) and provide Investment Management Services.

4) Provide a compliance solution that monitors investment guidelines for fixed income portfolios prescribed from any source.

(4.1.2.12)

5) Securities Lending Services (Section 4.1.2.4) NOTE: Annual Gross Revenue Less Collateral Reinvestment Fee Total Optional Services (3003)

PAGE 20 OF 123 PBGC01-RP-14-0007

B.5.2.5 Optional Services Pricing for CLIN 4003 - Option Year 4:

Category

Annual Price

1) Escrow Account Mortgages (Section 3.1.1.5.1)

2) Transition Management Services – (Section 4.1.2.2)

3) Act as Investment Manager (Section 4.1.2.3.1) and provide Investment Management Services.

4) Provide a compliance solution that monitors investment guidelines for fixed income portfolios prescribed from any source.

(4.1.2.12)

5) Securities Lending Services (Section 4.1.2.4) NOTE: Annual Gross Revenue Less Collateral Reinvestment Fee Total Optional Services (4003)

SECTION B.6 PBGC Account Assumptions

The following data in this section shall be used by offerors as PBGC’s account assumptions for completing the annual pricing estimates for Section B.3. These assumptions should be used by the offerors in calculating a total annual price for each service listed in the pricing schedule as well as a total annual price for each year of the contract. Provide a fixed fee or rate for each item listed in the tables in this Section B.6.

The offeror’s proposed fixed fee or fixed rate for the menu based services in this Section B.6 shall be incorporated into the final contract upon award. PBGC makes no representation as to the size of the Fund during the solicitation and contract period. The pricing assumptions provided by PBGC in the solicitation are not indicative of the work the offerors can expect to receive on an annual basis under this contract.

Proposals shall be evaluated using the profile found in this section. Populate the assumption tables as needed for the base and all option years. The pricing assumptions apply to all years of the contract and should not be adjusted for inflation. The only pricing changes proposed in the option years shall be the assumed increases in the proposed fixed fee or rates.

Custodial Services:

Domestic Assets (Holdings) $50 Billion

1) Accounts: The charge per account will be the fixed rate.

Number of

Accounts Charge Per Account Annual Price

Active 35 per month $ Passive: 15 per month $ Standard Transitions:

15 per year $

Commingled: 15 per year $

2) International Holdings: The Basis Points will be the fixed rate.

Value of

Holdings Basis Points Annual Price

- Austria 19,347,679 -Argentina 3,162,871 -Australia 185,003,615 -Belgium 34,383,690

PAGE 21 OF 123 PBGC01-RP-14-0007

-Brazil 233,338,506 -Canada 184,457,255 -Chile 29,524,547 -Columbia 94,384,427 -Costa Rica 2,026,932 -Czech Republic 2,905,675 -Denmark 31,269,614 -Egypt 1,000 -Euroclear 350,286,767 -Finland 8,036,200 -France 276,289,536 -Ghana 2,561,045 -Greece 4,969,935 -Germany 531,047,881 -Hong Kong 75,027,875 -Hungary 49,467,282 -Indonesia 32,550,705 -Ireland 67,756,572 -Israel 7,783,559 -Italy 276,871,659 -Japan 682,232,680 -Mexico 191,347,982 -Malaysia 5,035,370 -Netherlands 85,124,872 -Nigeria 600,328 -Norway 12,656,491 -New Zealand 91,459,999 -Peru 34,790,755 -Philippines 8,019,992 -Poland 106,695,307 -Portugal 1,618,239 -Romania 13,236,959 -Russia 87,904,078 -South Africa 83,185,713 -Switzerland 134,893,353 -Singapore 9,835,024 -South Korea 32,673,375 -Slovenia 7,587,103 -Spain 128,273,721 -Slovak Republic 1,095,398 -Sweden 64,002,296 -Thailand 45,215,724 -Turkey 83,547,051 -United Kingdom 6,66,603,493 -Uruguay 6,184,672 -Other 63,044,144 Total - - $

3) Custody Fees (Annualized): The Fixed Fee Per Holding will be the fixed rate.

Number of Holdings

Fixed Rate per Holding

Annual Price

DTC Eligible Securities 15,000 FRB Eligible Securities 750 Non-Depository Securities 150

PAGE 22 OF 123 PBGC01-RP-14-0007

4) Transactions: The Fixed Fee per Transaction will be the fixed rate.

Number Per Quarter

Fixed Fee per Transaction

Annual Price

DTC Purchases 5,250 FRB Purchases 3,000 Other Purchases (Physical delivery/ receipt, asset transfers etc.) 1,000 DTC Sales 5,250 FRB Sales 3,000 Other Sales (Physical delivery/ receipt, asset transfers etc.) 1,000 Futures Transactions 2,500 Options Roundtrips 90 Paydowns (GNMA, FNMA, FHLMC, etc.) 6,785 Asset Transfers 10,000 DTC Maturities 20 FRB Maturities 300 Other (Swaps) 250

Global Trade Transactions Number Per

Quarter Fixed Fee per

Transaction Annual Price

Global Trade – Australia 80 Global Trade – Austria 14 Global Trade – Belgium 23 Global Trade – Brazil 17 Global Trade – Canada 161 Global Trade – Cedel/Clearstream 102 Global Trade – Chile 9 Global Trade – Columbia 24 Global Trade – Czech Republic 2 Global Trade – Denmark 32 Global Trade – Euroclear 1,419 Global Trade – Finland 34 Global Trade – France 103 Global Trade – Germany 121 Global Trade – Hong Kong 80 Global Trade – Hungary 4 Global Trade – Israel 15 Global Trade – Indonesia 10 Global Trade – Ireland 10 Global Trade – Italy 69 Global Trade – Japan 544 Global Trade –Mexico 8 Global Trade – Netherlands 59 Global Trade –Nigeria 5 Global Trade – Norway 31 Global Trade – New Zealand 6 Global Trade –Peru 2 Global Trade – Philippines 10 Global Trade –Poland 13 Global Trade – Portugal 5 Global Trade – South Africa 4 Global Trade – South Korea 4 Global Trade – Singapore 41 Global Trade – Sweden 36 Global Trade – Spain 41

PAGE 23 OF 123 PBGC01-RP-14-0007

Global Trade – Switzerland 99 Global Trade – Thailand 6 Global Trade – Turkey 55 Global Trade – United Kingdom 486 Global Trade – Uruguay 3 Total – Global Trade - -

5) Income Collection per quarter: The Fixed Fee per Collection will be the fixed rate.

Number Per Quarter

Fixed Fee per Collection

Annual Price

Dividends 15,000 Interest DTC Securities 750 FRB Securities 750 Other 50

6) Wire transfers per quarter: The Fee per Transfer will be the fixed rate.

Wire transfers Per Quarter Fixed fee per transfer Total Annual

Price To Others 2,000 From Others 2,000

7) Reference SOW and exhibits associated with reports: The fixed rate will be the fee per report.

If the Custodian Bank is going to charge separately for the reports in Section 8.0, please provide the name of the report and fee for the report in the following table.

Support Area from Section 8.0 Title from

Section 8.0 Fixed Fee per

Report Total Annual

Price

Total - - Assume one daily report, one weekly report, one monthly report, one special report, and one each of the global equity and fixed income trade cost reports.

8) Foreign Exchange Transaction Fees: The fixed rate will be the fee per transaction.

Please provide the transaction fee for custodian executed foreign exchange for each currency pair and specify if the fee is applied on top of the bid-ask spread or the mid-rate. Also, please provide the transaction fee, if any, for trading foreign exchange away from the custodian.

Foreign Exchange Transaction Fees Per Year Fixed fee per

Transaction Total Annual

Price Custodian Executed Transactions 12,000 Foreign Exchange Transactions Away from Custodian

12,000

Total - -

9) Transition Costs per quarter: The fixed rate will be the fee per transition.

Transitions Per

Quarter Fixed fee per

Transition Total Annual

Price Transfer to Custodian bank/Contractor of physical securities

15,000

Conversion of Depository Trust securities 14,250

Conversion of Federal Reserve securities 750

Other conversion costs (e.g. Non-US Conversions, etc.)

PAGE 24 OF 123 PBGC01-RP-14-0007

10) Servicing of Bank Loan. The fixed rate will be the charge per loan. Use the maximum number of loans per row to calculate the annual price for each.

Number of

Loans Charge per Loan Total Annual

Price Minimum monthly charge for 1-10 loans across the entire PBGC account

1-10

Minimum monthly charge for 11-20 loans across the entire PBGC account

11-20

Minimum monthly charge for 21-35 loans across the entire PBGC account

21-35

Minimum monthly charge for 36-50 loans across the entire PBGC account

36-50

Monthly per loan charge thereafter 50 loans across the entire PBGC account

51-65

11) Pricing of OTC and Centrally Cleared Derivatives. The fixed rate is the fee per derivative.

Per Year Fixed fee per

Derivative Total Annual

OTC and Centrally Cleared Derivatives 3,200

12) STIF - Investment Management Services: The fixed rate is basis points.

Account Value Fixed Fee Basis

Points Total Annual

STIF Account 2,500,000,000.00

13) Conference Assumptions: The fixed rate is the fee per attendee.

Based on two (2) annual conferences with six (6) attendees per conference.

Number of

Attendees Fixed Fee Per

Attendee Total Annual

Conferences 12

SECTION B.7. Optional Services Assumptions

The following data in this section shall be used by offerors as PBGC’s account assumptions for completing the annual pricing estimates for Section B.5. These assumptions should be used by the offerors in calculating a total annual price for each service listed in the pricing schedule as well as a total annual price for each year of the contract. Provide a fixed fee or rate for each item listed in the tables in this Section B.7.

The offeror’s proposed fixed fee or fixed rate for the menu based services in this Section B.7 shall be incorporated into the final contract upon award. PBGC makes no representation as to the size of the Fund during the solicitation and contract period. The pricing assumptions provided by PBGC in the solicitation are not indicative of the work the offerors can expect to receive on an annual basis under this contract.

Proposals shall be evaluated using the profile found in this section. Populate the assumption tables as needed for the base and all option years. The pricing assumptions apply to all years of the contract and should not be adjusted for inflation. The only pricing changes proposed in the option years shall be the assumed increases in the proposed fixed fee or rates.

PAGE 25 OF 123 PBGC01-RP-14-0007

1) Price Escrow Account Mortgages: The fixed rate is fee per account.

Number of

Accounts Yearly Fixed Fee per

Account Annual Price

Escrow Account Mortgages 10

2) Transition Management Services: The fixed rate is per trade.

Trades Per Year Fixed Rate per

Trade/Share Total Annual

Price Fixed-Income Trades 1,000 Equity Trades per Transition 1,000 Total - -

3) Investment Management Fees: The fixed rate is basis points.

Investment Management Fees

Account Value

Basis Points

Annual Price

1) S&P 500 Fund Index Fund Fee

$950,000,000

2) Russell 2000 Index Fund

$50,000,000

3) MSCI World Ex US $800,000,000

4) Intermediate U.S. Credit $3,000,000,000

5) Global Aggregate ex-U.S. $800,000,000

Total Investment Management Fees

In addition, please provide the asset level (tiered pricing) and basis points associated with each fund or ETF offered in 4.1.2.1. The rates submitted will be incorporated into the contract upon award as the fixed rates.

4) Fixed-income Portfolios Compliance Monitoring Product: This fixed rate is fee per portfolio.

Number of Portfolios Yearly

Fee per Portfolio Annual Price

Fixed Income Portfolios 35

5) Securities Lending Services Revenue Estimate (Section 4.1.2.4):

Offerors are to complete the table below to provide an estimate of the gross securities lending revenue PBGC can expect given the assumptions provided. Offerors shall provide any other assumptions the offeror has used to estimate this revenue Also, in the second table, please provide an estimate of annual fees, if applicable. Total yearly securities lending services revenue (net of fees) should be shown in item 5) of the Pricing Schedule Section B.5 for Optional Services. The information provided is for evaluation purposes only.

PAGE 26 OF 123 PBGC01-RP-14-0007

Asset Type

Lendable Assets Utilization

Intrinsic Revenue for Cash Collateral

Intrinsic Revenue for Non-

Cash Collateral

Cash Collateral

Reinvestment Revenue

Total Revenue

PBGC Revenue with

Indemnification

Split Percent

PBGC Revenue without

Indemnification

Split Percent

US

Treasury $5,000,000,000 X.X% $XX,XXX $XX,XXX $XX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X% US Corp Bond $10,000,000,000 X.X% $XX,XXX $XX,XXX $XX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X%

US

Equity $2,500,000,000 X.X% $XX,XXX $XX,XXX $XX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X%

US

Agency $500,000,000 X.X% $XX,XXX $XX,XXX $XX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X%

NON-US

Equity $1,500,000,000 X.X% $XX,XXX $XX,XXX $XX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X%

NON-US

Fixed Income

$4,000,000,000 X.X% $XX,XXX $XX,XXX $XX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X%

Total

$23,500,000,000 X.X% $XXX,XXX $XXX,XXX $XXX,XXX $XXX,XXX $XXX,XXX X.X% $XXX,XXX X.X%

* Custodian Bank shall provide this table for the base and option years.

Assume that the characteristics of the holdings of the asset classes listed above are similar to those of the following indices:

• US Treasury is similar in character to the Barclays US Treasury Index

• US Corp Bond is similar in character to a blend of 75% Barclays US Corporate Index and 25% Barclays

Corporate High Yield Index

• US Equity is similar in character to the Russell 3000 index

• US Agency is similar in character to the Barclays US Agency Index (subcomponent of the Barclays US

Aggregate Index)

• Non-US Equity is similar in character to the MSCI EAFE Index

• Non-US Fixed Income is similar in character to the Barclays Global Aggregate Index

In addition, please base your revenue estimate on the following:

• Revenue estimates should be for an annual period.

• Assume that PBGC will use a cash collateral separate account with a fixed return of 20 bps.

• Assume that you are able to optimize the use of cash and non-cash collateral

• Please base your estimates on the historical period of 1/1/13-12/31/13.

• Revenue estimate is gross of collateral reinvestment fee.

• Please state in the table below whether you are charging a fee for collateral reinvestment and what the fee is in basis points as well as an estimated annual fee in dollar given your lending estimates above.

Fee (in $) Fee (in bp) Annual Collateral Reinvestment Fee

PAGE 27 OF 123 PBGC01-RP-14-0007

SECTION B.8. Other Direct Costs (ODCs)

Other direct costs include other fees such as foreign security registrations, re-registrations, stamps, duties, assessments, international telecommunications, and stock change fees as necessary (SOW 3.1.12). PBGC estimates the costs for these ODCs not to exceed $75,000.00 per year. These costs are accounted for in Section B.2 of the pricing schedule for the corresponding CLIN 0004, 1004, 2004, 3004, and 4004.

PAGE 28 OF 123 PBGC01-RP-14-0007

PAGE 29 OF 123 PBGC01-RP-14-0007

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Statement of Work

Contents………………………………………………………………...Page

1.0 Background……………………………………………………………2

2.0 Introduction…………………………………………………….……...2

3.0 Scope of Work………………………………………………………

3.1 Custodian Bank Services ……………...……...………………..4

3.2 Procedures, Processes and Policies ….………………….…

3.3 Custodian Bank Responsibilities………………………….……7

3.4 Information Technology Security Requirement……………….10

4.0 Investment Services and Support …………………………

4.1.1 On-site Consultant..…….……………………………………12

4.2 Custodian Bank Support ………..……………………………..15

5.0 Other Services …………………………………………………17

5.1. Independent Investment Managers……………………..……..17

5.2 Expense Reimbursement Services………………….………….17

5.3 Web Page for Report Generation and Creation….…………….18

5.4 Education Conferences..……………………………….……….19

5.5 Hours of Operation …………………………………………….19

5.6 Place of Performance…………………………………...………19

5.7 Government Furnished Property………………………...……...19

6.0 Continuity of Operations Plan and IT Security..……………………..…19

7.0 Quality Control Plan…………………………………………………….21

8.0 Deliverables……………………………………………………………..22

9.0 Transition………………………………………………………………..40

Attachments 1 Definitions…………………………………………………See Section J Attachment 1 2 FOD Exhibits List and FOD Exhibits ..…………………... See Section J Attachment 2 3 CID Exhibits List and CID Exhibits ..…………….……… See Section J Attachment 3

PAGE 30 OF 123 PBGC01-RP-14-0007

February 3, 2014

SECTION C- STATEMENT OF WORK

1.0. BACKGROUND

The Pension Benefit Guaranty Corporation (PBGC) is a Government owned corporation. PBGC was established to protect the retirement income of individuals and their beneficiaries who are covered under certain private sectors, defined benefit pension plans as provided by Title IV of the Employee Retirement Income Security Act of 1974 (ERISA). PBGC’s programs (1) encourage the continuation and maintenance of voluntary private pension plans for the benefit of the plan participants; (2) protect pension benefits in on-going pension plans; (3) ensure timely and uninterrupted pension benefits payments under Title IV- covered plans; and (4) maintain insurance premiums at the lowest level consistent with the PBGC Title IV obligations. As of 09/30/2012 PBGC insures basic benefits for approximately 26,000 private defined benefit pension plans including about 1,500 multiemployer plans.

PBGC receives no funds from general tax revenues. Operations are financed by insurance premiums set by Congress and paid by defined benefit plans and their sponsors, investment income, assets from pension plans trusteed by PBGC, and recoveries from the companies formerly responsible for the trusteed plans.

2.0 INTRODUCTION

PBGC Organization Relevant to Custodian Banking services is overseen by the Financial Operations Department (FOD) and Corporate Investments Department (CID).

FOD resides within the Chief Financial Officer (CFO) and administers and manages the Corporation’s financial and accounting programs and prepares the reports and financial statements for the Corporation. CID also resides within the CFO group and provides investment management services for plans assets trusteed by the PBGC and for assets managed by the Corporation. The General Accounting Branch resides within the Controller Operations Division (COD) and administers the general accounting programs and the Investment Accounting Branch (IAB) and directs PBGC’s investment/trust accounting programs. Each of these groups resides within FOD.

The investment management program is designed to provide efficient and effective management of PBGC’s assets received through (1) premium receipts from PBGC’s insurance program (PBGC Revolving Funds), and (2) trusteeship of terminated pension plans (PBGC Trust Funds).

The Revolving Fund is valued at approximately $19.1 billion as of September 30, 2013, receives all premium payments, and is invested solely in “book-entry” U.S. Government securities held at the U.S. Treasury. There are no Custodian Bank services required for this fund; however, performance measurement services are required.

PAGE 31 OF 123 PBGC01-RP-14-0007

The Trust Fund is valued at approximately $60.5 billion as of September 30, 2013 and receives assets from terminated plans. Trust Fund assets can be more flexibly invested than Revolving Fund assets, such that possible asset classes include equities, debt obligations and real estate investment trusts.

The investment objectives of the Program reflect mid-term and long-term investment horizons and accommodate current and projected financial requirements of the PBGC. These objectives are to:

1. Satisfy existing liabilities and future claims when due,

2. Maximize total return within a prudent risk framework that is informed by PBGC’s fixed obligations and asset composition of potential trusteed plans,

3. Minimize the risk of future deficits,

4. Meet or exceed the performance benchmarks for the Program over three- and five-year time periods, and

5. Diversify the investment assets base when useful for managing risk.

PBGC Trust Funds require Custodian Bank services so that those trust assets acquired through plan trusteeships can be kept separate or commingled for accounting and management purposes. The “commingled” account is divided by PBGC into portfolios which are managed by Investment Managers (“IM”) selected by the PBGC, including (but not limited to) equity managers, fixed income managers, special situations managers, and real estate managers (commingled funds).

Additionally, private market assets assumed from terminated and trusteed pension plans are also included however; these investments were not initially selected by the PBGC.

A short-term commingled holding account is used for receiving and disbursing funds and securities in the commingled account.

On an average annual basis over the past three fiscal years, approximately $3.91 billion was transferred to the Custodian Bank Trust Fund in approximately 2,500 transactions. PBGC trusteed an average of 150 pension plans per year during this period. These assets were commingled in the Trust Fund which totaled $60.5 billion as of September 30, 2012. As of September 30, 2013 PBGC has become trustee for 4,512 plans. The current inventory of assets not yet commingled consists of approximately 262 plans having a total estimated value of $2.03 billion.

3.0 SCOPE OF WORK

The PBGC is issuing a Request for Proposals (“RFP”) for the purpose of soliciting qualified firms to provide global master custody services for the safekeeping and asset servicing of plan assets.

Global custody services include settlement, safekeeping, delivery, investment accounting, income collection, securities valuation, investment performance reporting, risk analytics, compliance reporting, short-term cash investments, and other services in connection with these investments.

This solicitation also calls for an on-site consultant to be located within the Corporate Investments Department of PBGC.

This Custodian Banking service requirement is for accounting and investment management services with respect to the Trust Fund or any asset directed by PBGC and consultant services in conjunction with the asset management…