Questions_and_Answers_-_Set__5.docx

Questions and Answers Emerging Market Equities Investment Management Services (Continuation from the fourth set of questions)

1.Question 44:We understand that PBGC would like responses to the RFP to propose an investment into a commingled fund. We would like to propose an investment into an institutional mutual fund, a registered investment company under the 1940 Act. Section 3(21)(B) of ERISA expressly recognizes that the manager of a registered investment company in which a plan invests will not become a fiduciary or a party in interest with respect to such plan as the result of the plan’s investment. To the extent that ABC company acts as an advisor to a registered investment company, therefore, ABC company is not subject to ERISA’s general fiduciary duty provisions. Nevertheless, ABC company would be able to agree to act as PBGC’s ERISA fiduciary, with respect to any reporting or other services provided under a services agreement that could be entered into rather than as an investment advisor. Would this arrangement be acceptable to PBGC?

Response 44: Section M, Mandatory Requirement F, of the RFP states that offerors are required to act as fiduciaries under this contract. This is a mandatory requirement that offerors must meet in order move into Phase II of proposal evaluations. Section M, Volume II – Technical Proposal, Section 1, Corporate Experience, PBGC asks if offerors will act as ERISA fiduciaries. While this is not a “mandatory” requirement of the RFP, offeror answers to the evaluation factors for Volume II will be evaluated as a part of each offeror’s technical proposal. PBGC will give preference during proposal evaluations to offerors that certify they will act as ERISA fiduciaries under this contract.

2.Question 45. Attachment A, Volume II – Phase 1, C: We would like to include in our RFP response a Mutual Fund subject to the Investment Company Act of 1940 (the “1940 Act”); however we wanted to confirm that the PBGC would consider this vehicle type since mutual funds are not “plan asset” vehicles subject to ERISA and the investment adviser of the mutual fund does not act as an ERISA fiduciary (but does act subject to the fiduciary requirements of the 1940 Act). We saw some language in the RFP indicating that the investment adviser should act as an ERISA fiduciary so wanted to confirm whether mutual funds are acceptable to include in the RFP response.

Response 45: Section M, Mandatory Requirement F, of the RFP states that offerors are required to act as fiduciaries under this contract. This is a mandatory requirement that offerors must meet in order move into Phase II of proposal evaluations. Section M, Volume II – Technical Proposal, Section 1, Corporate Experience, PBGC asks if offerors will act as ERISA fiduciaries. While this is not a “mandatory” requirement of the RFP, offeror answers to the evaluation factors for Volume II will be evaluated as a part of each offeror’s technical proposal. PBGC will give preference during proposal evaluations to offerors that certify they will act as ERISA fiduciaries under this contract.

Note: This concluded the Questions and Answers phase. The proposal due date is now extended to July 25, 2014 at 9:00AM.