PBGC01-RP-15-0013.pdf

RFQ IFB RFP

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

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.

DATE . 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. 2/2012)

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

EDWOSB

SMALL BUSINESS PROGRAM

STANDARD FORM 1449 (REV. 2/2012) 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 131 PBGC01-RP-15-0013

0001 The Contractor shall provide Index Fund Management Services in accordance with the CLIN schedule in Section B.

1.00 EA

Table of Contents

PAGE 4 OF 131 PBGC01-RP-15-0013

SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Section B

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Section C

SECTION D PACKAGING AND MARKING

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

SECTION E INSPECTION AND ACCEPTANCE

E. 1 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

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

SECTION H SPECIAL CONTRACT REQUIREMENTS

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

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

H. 3 PBGC-03-003 SUITABILITY DETERMINATION REQUIREMENTS (JAN 2012)

H. 4 PBGC-04-005 PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION (PII) (FEB 2013)

H. 5 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014)

H. 6 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

H. 7 PBGC-37-001 KEY PERSONNEL (MAR 2012)

SECTION I CONTRACT CLAUSES

I. 1 52.203-6 I RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)-- ALTERNATE I

(OCT 1995)

I. 2 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2014)

I. 4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2014)

I. 5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 7 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 8 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I. 9 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

I. 10 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 11 52.242-13 BANKRUPTCY (JUL 1995)

I. 12 52.244-2 SUBCONTRACTS (OCT 2010)

I. 13 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION J LIST OF ATTACHMENTS

J. 1 Attachment A

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 2 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (NOV 2014)

K. 3 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR

TRANSACTIONS RELATING TO IRAN--REPRESENTATION AND CERTIFICATIONS (DEC 2012)

Table of Contents

PAGE 5 OF 131 PBGC01-RP-15-0013

K. 4 52.204-19

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (APR 2014)

L. 2 Section L

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 Section M

PAGE 6 OF 131 PBGC01-RP-15-0013

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Section B

SECTION B

SUPPLIES OR SERVICES AND PRICE/COSTS

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

2014)

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 resulting from this Request for Proposal No. PBGC01-RP-15-0013. The solicitation may result into multiple awards. The contract(s) awarded for this effort will be a Fixed Rate/Variable Quantity

(FRVQ).

B.2 GENERAL DESCRIPTION

PBGC is seeking to obtain qualified, experienced, and highly competent contractors to provide passive investment management services for portfolios that will very closely track the benchmark of the respective portfolio, consistent with appropriate levels of risk.

B.3. PERIOD OF PERFORMANCE

PBGC anticipates the period of performance to be a twelve month base year plus (9) nine option years. The Contractor shall commence work immediately upon notice of award. *Note: The actual dates of the Period of Performance will be entered at the time of award.

B.4. PRICING SCHEDULE – Index Fund Investment Management Services

Offerors are required to submit pricing proposals for the twelve (12) month base year and nine twelve (12) month option periods for each index fund required in the solicitation. The required index funds are listed below with the assumed asset level for evaluation purposes to provide comparable fees. The pricing assumptions provided by PBGC in the solicitation may not be indicative of the work the Offerors can expect to receive on an annual basis under the resulting contract. Therefore, PBGC makes no guarantee as to the allocation to each index fund. As a result, Offerors shall provide pricing break points for all asset levels. The Offeror’s proposed fixed rate and pricing break points shall be incorporated into the final contract upon award.

Failure to provide pricing for every required index fund listed below will result in the Offeror’s proposal being deemed incomplete and the Offeror’s proposal will not be evaluated for award.

PBGC may make awards to multiple managers. PBCG may make award to one manager for all equity index funds (Funds #1-8) as a standalone, another manager for all fixed income index funds (Funds #9-12) as a standalone, or a manager for all twelve of the index funds as a group.

PBGC reserves the right to evaluate pricing on all twelve of the index funds as a group and consider relationship pricing. Relationship pricing does not constitute a second price proposal.

PBGC will not accept multiple price proposals.

Optional Contract Line Item Number (CLIN) X013 will be included in any awarded contract(s).

PBGC may elect not to exercise optional CLIN X013 during any particular year of the period of

PAGE 7 OF 131 PBGC01-RP-15-0013

performance, but this decision would not impact the PBGC’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.

Index Assumptions

1. Russell 1000 Value Index $3.2 billion

2. Russell 2000 Index $600 million

3. Russell 3000 Index $6.4 billion

4. Dow Jones US Real Estate Securities Index $2.8 billion

5. MSCI EAFE Index $5.3 billion

6. MSCI EAFE Small Cap Index $1.1 billion

7. MSCI Canada Index $1.0 billion

8. MSCI Emerging Markets Index $2.6 billion

9. Barclays U.S. Aggregate Bond Index $850 million

10. Barclays Long Credit Index $560 million

11. Barclays Long Government Index $1.4 billion

12. Barclays Global Aggregate ex-US (Hedged) Index $1.2 billion

The contract type is a Fixed Rate/Variable Quantity (FRVQ) effort.

CLIN 0001 FEE SCHEDULE – RUSSELL 1000 VALUE INDEX

BASE YEAR: October 1, 2015- September 30, 2016

Product Name_________________________________

Asset Based Fees _____% on first $____ million

_____% on next $____ million

_____% on balance

__________ Total Annual Price

CLIN 1001 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 8 OF 131 PBGC01-RP-15-0013

CLIN 2001 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3001 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 9 OF 131 PBGC01-RP-15-0013

CLIN 4001 OPTION YEAR 4: October 1, 2019- September 30, 2020

CLIN 5001 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6001 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 10 OF 131 PBGC01-RP-15-0013

CLIN 7001 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8001 OPTION YEAR 8: October 1, 2023- September 30, 2024

PAGE 11 OF 131 PBGC01-RP-15-0013

CLIN 9001 OPTION YEAR 9: October 1, 2024- September 30, 2025

CLIN 0002 FEE SCHEDULE – RUSSELL 2000 INDEX

CLIN 1002 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 12 OF 131 PBGC01-RP-15-0013

CLIN 2002 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3002 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 13 OF 131 PBGC01-RP-15-0013

CLIN 4002 OPTION YEAR 4: October 1, 2019- September 30, 2020

CLIN 5002 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6002 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 14 OF 131 PBGC01-RP-15-0013

CLIN 7002 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8002 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9002 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 15 OF 131 PBGC01-RP-15-0013

CLIN 0003 FEE SCHEDULE – RUSSELL 3000 INDEX

CLIN 1003 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 16 OF 131 PBGC01-RP-15-0013

CLIN 2003 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3003 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 17 OF 131 PBGC01-RP-15-0013

CLIN 4003 OPTION YEAR 4: October 1, 2019 - September 30, 2020

CLIN 5003 OPTION YEAR 5: October 1, 2020 - September 30, 2021

CLIN 6003 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 18 OF 131 PBGC01-RP-15-0013

CLIN 7003 OPTION YEAR 7: October 1, 2022 - September 30, 2023

CLIN 8003 OPTION YEAR 8: October 1, 2023 – September 30, 2024

PAGE 19 OF 131 PBGC01-RP-15-0013

CLIN 9003 OPTION YEAR 9: October 1, 2024- September 30, 2025

CLIN 0004 FEE SCHEDULE – DOW JONES US REAL ESTATE SECURITIES INDEX

CLIN 1004 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 20 OF 131 PBGC01-RP-15-0013

CLIN 2004 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3004 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 21 OF 131 PBGC01-RP-15-0013

CLIN 4004 OPTION YEAR 4: October 1, 2019- September 30, 2020

CLIN 5004 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6004 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 22 OF 131 PBGC01-RP-15-0013

CLIN 7004 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8004 OPTION YEAR 8: October 1, 2023- September 30, 2024

PAGE 23 OF 131 PBGC01-RP-15-0013

CLIN 9004 OPTION YEAR 9: October 1, 2024- September 30, 2025

CLIN 0005 FEE SCHEDULE – MSCI EAFE INDEX

CLIN 1005 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 24 OF 131 PBGC01-RP-15-0013

CLIN 2005 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3005 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 25 OF 131 PBGC01-RP-15-0013

CLIN 4005 OPTION YEAR 4: October 1, 2019- September 30, 2020

CLIN 5005 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6005 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 26 OF 131 PBGC01-RP-15-0013

CLIN 7005 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8005 OPTION YEAR 8: October 1, 2023- September 30, 2024

PAGE 27 OF 131 PBGC01-RP-15-0013

CLIN 9005 OPTION YEAR 9: October 1, 2024- September 30, 2025

CLIN 0006 FEE SCHEDULE – MSCI EAFE SMALL CAP INDEX

CLIN 1006 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 28 OF 131 PBGC01-RP-15-0013

CLIN 2006 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3006 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 29 OF 131 PBGC01-RP-15-0013

CLIN 4006 OPTION YEAR 4: October 1, 2019- September 30, 2020

CLIN 5006 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6006 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 30 OF 131 PBGC01-RP-15-0013

CLIN 7006 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8006 OPTION YEAR 8: October 1, 2023- September 30, 2024

PAGE 31 OF 131 PBGC01-RP-15-0013

CLIN 9006 OPTION YEAR 9: October 1, 2024- September 30, 2025

CLIN 0007 FEE SCHEDULE – MSCI CANADA INDEX

CLIN 1007 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 32 OF 131 PBGC01-RP-15-0013

CLIN 2007 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3007 OPTION YEAR 3: October 1, 2018- September 30, 2019

PAGE 33 OF 131 PBGC01-RP-15-0013

CLIN 4007 OPTION YEAR 4: October 1, 2019- September 30, 2020

CLIN 5007 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6007 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 34 OF 131 PBGC01-RP-15-0013

CLIN 7007 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8007 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9007 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 35 OF 131 PBGC01-RP-15-0013

CLIN 0008 FEE SCHEDULE – MSCI EMERGING MARKETS INDEX

CLIN 1008 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 36 OF 131 PBGC01-RP-15-0013

CLIN 2008 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3008 OPTION YEAR 3: October 1, 2018- September 30, 2019

CLIN 4008 OPTION YEAR 4: October 1, 2019- September 30, 2020

PAGE 37 OF 131 PBGC01-RP-15-0013

CLIN 5008 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6008 OPTION YEAR 6: October 1, 2021- September 30, 2022

PAGE 38 OF 131 PBGC01-RP-15-0013

CLIN 7008 OPTION YEAR 7: October 1, 2022- September 30, 2023

CLIN 8008 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9008 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 39 OF 131 PBGC01-RP-15-0013

CLIN 0009 FEE SCHEDULE – BARCLAYS U.S. AGGREGATE BOND INDEX

CLIN 1009 OPTION YEAR 1: October 1, 2016- September 30, 2017

PAGE 40 OF 131 PBGC01-RP-15-0013

CLIN 2009 OPTION YEAR 2: October 1, 2017- September 30, 2018

CLIN 3009 OPTION YEAR 3: October 1, 2018- September 30, 2019

CLIN 4009 OPTION YEAR 4 October 1, 2019- September 30, 2020

PAGE 41 OF 131 PBGC01-RP-15-0013

CLIN 5009 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6009 OPTION YEAR 6: October 1, 2021- September 30, 2022

CLIN 7009 OPTION YEAR 7: October 1, 2022- September 30, 2023

PAGE 42 OF 131 PBGC01-RP-15-0013

CLIN 8009 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9009 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 43 OF 131 PBGC01-RP-15-0013

CLIN 0010 FEE SCHEDULE – BARCLAYS LONG CREDIT INDEX

CLIN 1010 OPTION YEAR 1: October 1, 2016- September 30, 2017

CLIN 2010 OPTION YEAR 2 October 1, 2017- September 30, 2018

PAGE 44 OF 131 PBGC01-RP-15-0013

CLIN 3010 OPTION YEAR 3 October 1, 2018- September 30, 2019

CLIN 4010 OPTION YEAR 4: October 1, 2019- September 30, 2020

PAGE 45 OF 131 PBGC01-RP-15-0013

CLIN 5010 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6010 OPTION YEAR 6: October 1, 2021- September 30, 2022

CLIN 7010 OPTION YEAR 7: October 1, 2022- September 30, 2023

PAGE 46 OF 131 PBGC01-RP-15-0013

CLIN 8010 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9010 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 47 OF 131 PBGC01-RP-15-0013

CLIN 0011 FEE SCHEDULE – BARCLAYS LONG GOVERNMENT INDEX

CLIN 1011 OPTION YEAR 1: October 1, 2016- September 30, 2017

CLIN 2011 OPTION YEAR 2: October 1, 2017- September 30, 2018

PAGE 48 OF 131 PBGC01-RP-15-0013

CLIN 3011 OPTION YEAR 3: October 1, 2018- September 30, 2019

CLIN 4011 OPTION YEAR 4: October 1, 2019- September 30, 2020

PAGE 49 OF 131 PBGC01-RP-15-0013

CLIN 5011 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6011 OPTION YEAR 6: October 1, 2021- September 30, 2022

CLIN 7011 OPTION YEAR 7: October 1, 2022- September 30, 2023

PAGE 50 OF 131 PBGC01-RP-15-0013

CLIN 8011 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9011 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 51 OF 131 PBGC01-RP-15-0013

CLIN 0012 FEE SCHEDULE – BARCLAYS GLOBAL AGGREGATE EX-US (HEDGED)

INDEX

CLIN 1012 OPTION YEAR 1: October 1, 2016- September 30, 2017

CLIN 2012 OPTION YEAR 2: October 1, 2017- September 30, 2018

PAGE 52 OF 131 PBGC01-RP-15-0013

CLIN 3012 OPTION YEAR 3: October 1, 2018- September 30, 2019

CLIN 4012 OPTION YEAR 4: October 1, 2019- September 30, 2020

PAGE 53 OF 131 PBGC01-RP-15-0013

CLIN 5012 OPTION YEAR 5: October 1, 2020- September 30, 2021

CLIN 6012 OPTION YEAR 6: October 1, 2021- September 30, 2022

CLIN 7012 OPTION YEAR 7: October 1, 2022- September 30, 2023

PAGE 54 OF 131 PBGC01-RP-15-0013

CLIN 8012 OPTION YEAR 8: October 1, 2023- September 30, 2024

CLIN 9012 OPTION YEAR 9: October 1, 2024- September 30, 2025

PAGE 55 OF 131 PBGC01-RP-15-0013

NOTE: The above fees are at annualized rates, but shall be calculated and payable on a quarterly basis and are pro-rated for any period less than a quarter. The quarterly fee will be based on an average of the month end values within the quarter.

OPTIONAL SERVICES PRICING - CLIN 0013

TRANSITION MANAGEMENT FEE

In addition, the Offerors must provide pricing for transition management services. Failure to provide pricing for transition management services will result in the Offeror’s proposal being deemed incomplete and the Offeror’s proposal will not be evaluated for award.

Please provide the pricing for transition management services in all of the following asset classes. Please list the charges in basis points or cents per share as appropriate. These fees will not be invoiced to PBGC, but rather they are assessed and paid through a netting process (i.e., brokerage charges) during the transition process.

OPTIONAL CLIN 0013 BASE YEAR: October 1, 2015- September 30, 2016

Asset Class Cost

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

Domestic Fixed Income _____bps

International Fixed Income _____bps

OPTIONAL CLIN 1013 OPTION YEAR 1: October 1, 2016- September 30, 2017

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

OPTIONAL CLIN 2013 OPTION YEAR 2: October 1, 2017- September 30, 2018

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

OPTIONAL CLIN 3013 OPTION YEAR 3: October 1, 2018- September 30, 2019

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

PAGE 56 OF 131 PBGC01-RP-15-0013

OPTIONAL CLIN 4013 OPTION YEAR 4: October 1, 2019- September 30, 2020

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

OPTIONAL CLIN 5013 OPTION YEAR 5: October 1, 2020- September 30, 2021

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

OPTIONAL CLIN 6013 OPTION YEAR 6: October 1, 2021- September 30, 2022

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

OPTIONAL CLIN 7013 OPTION YEAR 7: October 1, 2022- September 30, 2023

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

OPTIONAL CLIN 8013 OPTION YEAR 8: October 1, 2023- September 30, 2024

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

PAGE 57 OF 131 PBGC01-RP-15-0013

OPTIONAL CLIN 9013 OPTION YEAR 9: October 1, 2024- September 30, 2025

Domestic Equities _____cps

Developed International Equities _____bps

Emerging Market Equities _____bps

Contract Ceiling Amount:

The ceiling amount for the twelve (12) month base year and nine twelve (12) month option periods is to be determined upon award.

PAGE 58 OF 131 PBGC01-RP-15-0013

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Section C

Index Fund Investment Management Services

STATEMENT OF WORK

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 passive index fund investment management and custody for equity, fixed income and REIT assets. The assets are part of PBGC’s Trust Fund. The investment manager shall provide index funds that very closely track the appropriate index. Tracking error should be minimal and be able to be attributed to specific sources. PBGC is not seeking actively managed funds. Lending funds or non-lending funds are acceptable. Transition management will also be a required service. PBGC may make awards to multiple managers: PBCG may make award to one manager for all equity index funds (Funds #1-8) as a standalone, another manager for all fixed income index funds

(Funds #9-12 below) as a standalone, or a manager for all twelve of the index funds as a group. Award allocations will vary based on the investment skill, experience level and ability of the managers to meet the needs of this contract. PBGC expects the allocation awards to range from

US$500 million to US$40 billion for each manager, but makes no guarantees as to the size of any award. PBGC intends to award the following mandates with estimated investment allocations:

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1. Russell 1000 Value Index $3.2 billion

2. Russell 2000 Index $600 million

3. Russell 3000 Index $6.4 billion

4. Dow Jones US Real Estate Securities Index $2.8 billion

5. MSCI EAFE Index $5.3 billion

6. MSCI EAFE Small Cap Index $1.1 billion

7. MSCI Canada Index $1.0 billion

8. MSCI Emerging Markets Index $2.6 billion

9. Barclays U.S. Aggregate Bond Index $850 million

10. Barclays Long Credit Index $560 million

11. Barclays Long Government Index $1.4 billion

12. Barclays Global Aggregate ex-US (Hedged) Index $1.2 billion

These allocations may change over time due to the investment results generated by the Offeror and the needs of PBGC.

Objectives

All assets shall be managed with full discretion in accordance with this contract, the policies of

PBGC, and the strategy and objectives mutually agreed upon between the investment manager and

PBGC.

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.

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., shall 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

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its acceptance or declination of such slots offered.

Disaster Recovery

The Offeror is required to have 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, or summary thereof, of the annual test results to the PBGC within 30 calendar days of the completion of the test. A copy, or summary thereof, of the current and/or revised plan shall be provided to PBGC within 60 calendar days of the completion of the test.

DELIVERABLE DUE DATE

Deliverable #1

a. 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.

b. Holdings Report

c. Investment philosophy

d. Portfolio-level Characteristics vs. Benchmark

e. Performance Attribution vs. Benchmark

f. Economic and Market Commentary

Within 10 business days after month end

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Deliverable #2

a. 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, provide those as well.

b. 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

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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 or summary of the annual disaster recovery test Within 30 calendar days of completion of the test

Deliverable #9

A copy or summary of the current and/or revised disaster recovery plan

Within 60 calendar days of the completion of the annual disaster recovery test

The Offeror shall provide other reports, research and publications as required by PBGC from time to time. The Offeror shall provide the above reports electronically as agreed upon award between the

COR and the Offeror.

Operating Constraints

The Offeror shall evaluate potential investments using disciplined, thorough investment analysis and due diligence. The Offeror shall employ and adhere to the investment philosophy, styles and strategies for which it was retained, unless otherwise directed by the PBGC. As a result of this contract, and at no additional cost, PBGC shall receive and have access to any of the Offeror's internal or external investment, market and economic research training materials and support capabilities and services in the performance of PBGC's investment responsibilities. These materials and services do not include proprietary models or information unique to the Offeror's investment process. Also as a result of this contract, PBGC, at its discretion, may utilize other investment advisory services offered by the Offeror that are customarily offered to the Offeror’s clients at no additional cost.

Additionally, the Offeror shall comply with the Department of Treasury, Office of Foreign Asset

Control regulations.

The Offeror shall be responsible for immediate notification to the PBGC of significant changes in personnel, ownership, resources, or firm direction. The Offeror shall discharge its duties under this contract solely in the interest of the PBGC with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. Moreover, the

Offeror shall utilize best practices of the investment industry, such practices to include but not limited to the standards issued by the Chartered Financial Analyst Institute.

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Period and Place of Performance

PBGC anticipates the period of performance to be a twelve month base year plus nine (9), twelve (12) month option periods. The Offeror shall perform all work at Offeror’s facility.

Integration

This is a federal government Contract. The Contract constitutes the entire agreement of the parties with respect to the subject matter of the Contract. Contractors may only modify this contract through a written document formally executed by a PBGC Contracting Officer. In the event PBGC agrees to incorporate additional terms and conditions at the request of a contractor, such terms and conditions may not conflict with the terms of the original contract unless all parties document a desire to change a specific term or condition in the original contract. PBGC will endeavor to identify and resolve all potential conflicts before agreeing to incorporate new terms and conditions into this contract. However, if a conflict between the original federal government contract and newly-incorporated terms and conditions is later discovered, the conflicting portion of the new terms and conditions shall be stricken from the contract. Deletion of conflicting terms does not necessarily negate the remainder of newly incorporated terms and conditions. Also please note that PBGC may not necessarily be able to accept standard documents and agreements provided to PBGC. PBGC may need to negotiate with vendors to amend those documents to be in line with government contract rules and regulations.

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SECTION D

PACKAGING AND MARKING

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

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 COR must be clearly marked with the company name, the PBGC contract number, and identification of the item.

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SECTION E

INSPECTION AND ACCEPTANCE

E. 1 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012).

All deliverable items are to be furnished to the Contracting Officer's Representative (COR) or to PBGC personnel designated by the COR 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 COR or Contracting Officer.

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SECTION G

CONTRACT ADMINISTRATION DATA

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

The Contractor shall submit invoices for items and/or services rendered by e-mail to:

InvoiceManager@pbgc.gov

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

The Contractor 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.

- Name and address of Contractor

- Invoice date and invoice number

- Purchase/Delivery Order Number

- Shipping and payment terms

- 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)

- Name, title, phone number and mailing and email address of person to notify in the event of an improper invoice

- Taxpayer Identification Number (TIN)

- Description, quantity, unit of measure, unit price and extended price of supplies delivered or services performed

- Expenditures and hours of effort expended by individual during the reporting period (if applicable).

- If applicable, for each invoice covering travel expenses incurred, mileage records and copies of receipts from actual transportation costs and accommodations shall be included as supportive material for each invoice.

NOTE: PBGC authorization must be obtained prior to incurring any travel expenses for which the Contractor requests reimbursement.

(End of Clause)

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

The Contracting Officer's Representative (COR) is TBD who may be reached atTBD . The COR is authorized to assist in monitoring the work under this contract. The COR is responsible for the technical administration of the contract and technical liaison with the contractor.

The COR 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 COR 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 COR 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.

G. 3 PBGC-42-002 OBSERVANCE OF LEGAL HOLIDAYS

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The Contractor shall not be required to establish a holiday schedule for personnel performing under this contract that exactly coincides with the Government's schedule. Holidays peculiar to or dynamically declared by the Government shall not be required to be considered as holidays for Contractor personnel and may be billable if work is actually performed on these days. Work may be performed by Contractor personnel on Government holidays without prior approval of the Contracting Officer's Representative. Work performed on holidays shall be billable at the regular rate. Contractor may not have access to the Contracting Officer’s Representative during

Government holidays, which are: (1) New Year's Day, (2) Birthday of Martin Luther King Jr.,

(3) Washington’s Birthday, (4) Memorial Day, (5) Independence Day, (6) Labor Day, (7)

Columbus Day, (8) Veterans Day, (9 Thanksgiving Day, (10) Christmas Day, (11) Any other day designated by Federal Statute, (12) Any other day designated by Executive Order, and (13) Any other day designated by the President's Proclamation.

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

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.

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

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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

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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.

H. 3 PBGC-03-003 SUITABILITY DETERMINATION REQUIREMENTS (JAN 2012).

The Pension Benefit Guaranty Corporation will investigate and adjudicate the suitability of contractors for employment or continued employment. PBGC will employ and/or retain only those persons found suitable for employment.

(1) The Contractor employees governed by this contract may need to access sensitive information. PBGC reserves the right 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 Contractor 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 U.S. Citizenship and Immigration Services 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 Representative (COR) 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 COR holds ultimate responsibility. Completed background investigation forms shall be submitted within two (2) weeks from the Entrance on Duty date to:

Pension Benefit Guaranty Corporation PBGC Security Officer Facilities and Services…