SOO_Revised_(Amendment_01).doc

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

PBGC, a wholly owned United States Government corporation, administers the insurance program and termination process for most private-sector defined benefit pension plans that are tax-qualified under the Internal Revenue Code. PBGC is headed by a Director who reports to a board of directors consisting of the Secretaries of Labor, Commerce, and Treasury, with the Secretary of Labor as Chairman. General tax revenues do not fund PBGC. PBGC collects insurance premiums from employers that sponsor insured pension plans, earns money from investments and receives the assets of the pension plans it terminates. PBGC manages all these assets under an investment policy approved by the Board of Directors. PBGC’s funds are separated into two funds: a Revolving Fund which holds the premiums received and a Trust Fund which holds the assets of terminated plans.

The PBGC Investment Program is structured as a manager-of-managers program. No assets are managed internally. The PBGC exclusively uses institutional investment management firms to invest its assets, subject to PBGC’s oversight and consistent with the PBGC’s Investment Policy Statement. PBGC selects investment managers subsequent to a rigorous procurement process and delegates investment discretion to them to manage the Corporation’s investment assets consistent with guidelines specified by contract. The PBGC continuously reviews and evaluates manager performance and conducts extensive due diligence to ensure satisfaction of performance standards and compliance with investment guidelines.

Scope

The investment management organization retained under contract by PBGC is responsible for providing investment management of an international emerging market equity portfolio that is 100% long only. PBGC anticipates hiring multiple managers. Award allocations will vary, based on the investment skill and ability of the managers to meet the needs of this contract. PBGC expects the allocation awards to range from US$200 million to US$500 million for each manager, but makes no guarantees as to the size of any award. These allocations may change over time due to the investment results generated by the Offeror and the needs of PBGC.

Mandatories

The Offeror is registered with the SEC as an investment advisor or can provide proof of bank exemption. The Offeror shall be willing to benchmark the proposed product against the MSCI Emerging Markets Index Standard. The proposed product shall be offered to PBGC in a commingled fund format acceptable to tax-exempt investors rather than a separate account The proposed product shall have a GIPS compliant track record of at least three years. The proposed product’s rolling 36-month information ratio over the past seven years, or since inception if track record is less than seven years, through 3/31/14 shall be at least 0.40. The Offeror shall act as a fiduciary under this contract. The Offeror has a minimum of $2 billion in assets under investment management in the proposed product. Asset in the same product managed in either a commingled fund format or separate account may be included. Emerging market assets managed as part of an ACWI or EAFE strategy may not be included.

Objectives

All assets shall 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. The Offeror shall comply with the Department of Treasury, Office of Foreign Asset Control regulations.

The investment manager is expected to adhere to the investment style for which it was retained, unless mutually agreed upon with PBGC. PBGC shall 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.

The investment manager shall maintain close contact with PBGC’s Corporate Investments Department and shall serve as a resource of economic and investment information and research. The investment manager shall 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 shall work closely with PBGC’s custodian bank to facilitate the efficient and timely recording of unit purchases, sales and other activity, reconcile securities and cash balances and provide information necessary to calculate performance results. The manager shall be responsible for best execution, including foreign exchange.

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

Educational Conferences

Offeror shall 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 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 Offeror of its acceptance or declination of such slots offered.

Disaster Recovery

The Offeror is required to have or develop and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. Such plan shall be tested and/or updated annually. The Offeror shall 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 shall be provided to PBGC within 60 calendar days of the completion of the test.

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

Emergency response procedures, including:

Backup site activation procedures which identify:

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

Primary site recovery procedures, including:

Primary site reactivation/normalization, including:

DELIVERABLE

DUE DATE

Deliverable #1 Portfolio Comparison vs. the Benchmark Index – Results shall 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.

Holdings Report

Investment philosophy

Portfolio-level Characteristics vs. Benchmark

Performance Attribution vs. Benchmark

Economic and Market Commentary

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

Within 10 business days after month end Deliverable #2

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.

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

30 calendar days after quarter end Deliverable #3 Evidence of fidelity bond and errors and omissions professional liability coverage Within 60 calendar days of renewal Deliverable #4 Revised Securities and Exchange Commission Form ADV Parts I and II if an ADV is filed.

Within 30 calendar days of revision Deliverable #5 Proxy Voting Report March 1 Deliverable #6

Revised Proxy Voting Policies and Procedures Within 30 calendar days of revision Deliverable #7 Revised Ethics Policy Within 30 calendar days of revision Deliverable #8 A copy of the annual disaster recovery test Within 30 calendar days of completion of the test Deliverable #9 A copy of the current and/or revised disaster recovery plan Within 60 calendar days of the completion of the annual disaster recovery test