ATTACHMENT_B.docx

ATTACHMENT B

VOLUME III PHASE 2 TECHNICAL PROPOSAL

I. TECHNICAL APPROACH

II. MANAGEMENT APPROACH

III. CORPORATE EXPERIENCE

IV. PAST PERFORMANCE

PLEASE RESPOND TO EACH OF THE QUESTIONS IN THE FORMAT BELOW

I . TECHNICAL APPROACH

The Offeror shall submit a proposal that describes the Offeror’s technical methods and approach to performing the requirements specified in the solicitation and whether the Offeror’s methods and approach to meeting the solicitation requirements provide the Government with a high level of confidence of successful delivery within the required schedule. The Offeror’s proposal must clearly describe the relationship between the proposed technical approach and the requirements of the SOW and map it to the SOW.

Offerors might be subsidiaries or units of a corporate entity. Please also note that “firm” refers to the specific entity (i.e., “Private Markets Group”) whose primary duties include the services under the SOW. As such, it may encompass an entire organization if its sole offering is engaged in Private Market-related services or a unit of much larger organization. Unless otherwise noted, all of the following questions apply to the area of the organization tasked with performing those areas identified in the SOW.

Please answer the questions below.

A. Monitoring

1. How many years has the firm been providing Private Market portfolio services as described in the SOW? If different facets of these services have been added over time, please provide a timeline as to when each service was added. The response should describe the full range of services provided to clients. Indicate which services are the firm's specialties or areas of greatest expertise.

2. Describe how the firm would assist with the following portfolio monitoring issues:

A. Monitoring or providing a continuing assessment of general partner and fund investment performance, B. Verifying information provided by the general partners, C. Tax issues, D. Legal and administrative responsibilities (specify when and whether the firm utilizes internal and/or outside counsel), E. Assessing General Partner management team issues, F. Evaluating and making recommendations on proposed changes to limited partnership agreements (e.g., amendments) G. Identifying and resolving problem situations, H. Assisting with the evaluation of cash flow/valuation information, I. Secondary sales, J. Carve-outs / transfers of LP interests commingled with other investors.

K. Experience with the process of having a general partner removed for any reason

3. Describe the firm’s control system for capital calls, cash and/or stock distributions, and general partners' contract compliance (e.g., management fees, carried interest calculations), including, but not limited to, how the firm would facilitate the processing of capital calls and amendments, noting that only PBGC authorized signers may sign documents permitting the payment of capital calls and approving amendments.

B. Analysis

1. Discuss the firm’s process for analyzing existing Private Market portfolios and investments.

2. Discuss the Private Markets portfolio analytics the firm provides and denote whether the system is proprietary or that of a third party provider. If a third party vendor, identify the firm and the specific offering utilized. Provide examples of analytics available and describe how they are used in evaluating manager performance.

3. If the firm utilizes a database of Private Markets general partners and limited partnerships, identify whether it is proprietary or that of a third party vendor and describe the coverage for both general partners and limited partnerships, how often it is updated, and how the database would be utilized to meet the services as described in the SOW.

C. Reporting

1. Describe the firm’s reporting system and methodologies and denote whether it is a proprietary system or that of a third party vendor. If a third party vendor, identify the provider and the specific offering utilized.

2. List and describe, by asset type, the Private Markets investment benchmarks that the firm would employ for PBGC’s holdings as described in the SOW.

3. Describe the firm’s reporting standards and whether it follows any generally accepted reporting standards, such as the Institutional Limited Partner Association.

4. Describe the client reporting process the firm undertakes in preparing monthly and quarterly reports. Assuming information is available on a timely basis from the general partners and other parties provide the expected deliverable dates in business days subsequent to month and quarter ends for the monthly and quarterly reports, respectively.

5. Describe how the firm ensures accuracy of all reports (including, but not limited to monthly and quarterly reports, and the raw data provided to PBGC’s risk management system) such as multiple reviews and sign-offs, reconciliation with third parties, and any other internal procedures that provide confidence on the accuracy of the information.

6. Enclose samples of the firm’s standard monthly and quarterly reporting.

7. The PBGC archives general partner reports and other formal communications. Describe the firm’s ability to gather this information on behalf of the PBGC and distribute those reports to the PBGC on a quarterly basis, preferably in an electronic format.

8. Describe the firm’s ability to produce monthly holdings files in a CSV or similar format in support of PBGC’s risk management system. These files should contain information such as, but not limited to, investment name, vintage year, committed capital, unfunded amount, current net asset value, date of net asset value, date of report, CUSIP (or other internal identifier), name of data source, and investment type. Does the firm have the capability to send these files directly to PBGC’s risk management system vendor via Secure File Transfer Protocol (SFTP)? Describe the firm’s ability to also provide portfolio-company level data to the risk system

D. Other Services / Additional Information

1. Describe how the firm will commingle, evaluate and liquidate stock distributions from general partners. Support its strategy(s) and include various scenarios of distributions, including highly illiquid positions.

A. Provide historical performance and describe how the performance is calculated.

B. If the firm has a parent company, has there been a situation where the firm was restricted from selling distributed shares as a result of the parent company’s involvement in the share distribution (i.e. the parent company was an underwriter) or other conflict? If so, describe the situation(s) and describe the outcome(s), including any impact to client(s).

2. Does the firm or any of its affiliates make or recommend Private Markets investments on behalf of clients? If so, describe.

3. Has the firm ever sold or auctioned either a portion of or an entire Private Markets portfolio? If so, describe. Provide results of the sale (i.e., prevailing market discount vs. discount realized by the client).

4. Describe the firm’s ability to obtain dated information from general partners to support plan valuation audits.

5. Describe the firm’s unique attributes and/or competitive advantage which distinguish it from its competitors in the fulfillment of this assignment as described in the SOW.

6. Describe any deficiencies the firm needs to improve in fulfilling this assignment as described in the SOW.

7. Does the firm provide any computer or web-based tools to its clients? If so, describe.

8. Describe the firm’s document management and archive system. Does it have the ability to easily access and retrieve information? Describe the how the information is backed up, including in what manner and frequency.

9. Describe the process of creating a Private Markets portfolio for a client, including establishing a target asset allocation, integrating existing holdings, timing of implementation, and any other factors that should be considered in establishing a new allocation to the Private Markets asset class. Only consider the inclusion of private equity and private equity real estate partnerships and exclude directs/co-investments.

II. MANAGEMENT APPROACH

1. Provide an organizational chart of the firm showing functions, positions and titles of all proposed personnel, years in the organization, and years in the industry involved in Private Markets services as described in the SOW.

2. Complete the following tables for all key professionals that will be focused on the PBGC account. Also, provide resumes of each individual citing education and professional experience.

A. Key Decision Makers:

B. Support Team:

3. Describe the research function of the firm and clarify how it utilizes an internal and/or external research team.

A. Provide resumes and brief biographies on key members.

B. List any investment research reports and/or studies provided to clients in the past 12 months through 12/31/14.

C. Provide a sample report that best represents the firm’s research capabilities.

D. Describe the frequency of routine communication to clients on market trends.

4. Provide data relating to the firm’s number of and turnover of management and professional staff as well as turnover of technical/support staff over the last five years through 12/31/14. Include names of staff and identify their replacement, if any, to the extent permitted by your firm’s disclosure policies. Describe the firm's backup procedures in the event the key individual(s) assigned to the PBGC account should leave the firm or be unavailable for an extended period of time (i.e., a leave of absence, family-related leave). Describe any plans for additions to professional staff in relation to growth of clients, accounts and assets, whether any significant changes are anticipated in the firm’s organizational leadership and describe firm’s succession plan for key individuals.

5. Special projects may arise at various times due to the continually changing Private Markets environment. Describe how the firm has the depth and breadth of staff resources, knowledge and flexibility to respond to unique situations that may arise within the PBGC Private Markets program. Describe its ability to conduct a valuation on a large, diversified Private Markets portfolio.

6. Does the firm have the capacity to provide Private Markets’ services as described in the SOW for Commingled Master Trust Two in addition to the PBGC-Only and Commingled Master Trust One pools? If so, describe how the workload would be distributed and how this increased workload would affect monitoring of PBGC’s other Private Markets funds as well as its other clients’ funds.

III. CORPORATE EXPERIENCE

1. Provide a brief history of the firm, including the date the firm and/or parent company (if applicable) was registered with the SEC as a registered investment advisor, the financial condition firm and parent company (if applicable) for the last two audit periods (provide audited annual financial statements as support), a statement concerning any material changes in financial condition subsequent to the most recent audited financial statement, as well as year to date financial condition (provide financial statements as support; unaudited financial statements are acceptable if audited are unavailable).

2. Provide an organizational chart that diagrams the interrelationships of the firm's and parent company’s (if applicable) lines of business and approximate contributions of each business to the firm’s and parent company’s (if applicable) total revenue and profitability, as well as the location and function of each of the firm's major offices and the function, number of professionals and different types of professionals in each major office.

3. Indicate any significant developments (e.g., changes in ownership, personnel reorganization, divestiture of business) in the firm and/or parent company (if applicable) and whether the firm anticipates any near-term changes in the firm’s basic ownership structure or any other significant changes in the organization for any reason, including, but not limited to the implementation of the Volcker rule?

4. Provide the following information for the firm and its Private Markets services’ clients. All data should include both assets under management (i.e., investments made on behalf of clients) as well as assets monitored (i.e., investments made by a separate third party, but now overseen by the firm).

Total Private Markets assets*

Total number of individual partnerships

Total number of Clients

Average Assets per Client*

Number of Clients gained

$ Gained*

Number of Clients lost

$ Lost*

Public Pension Fund Client Assets*

Number of Public Pension Fund Clients

* Stated in both market value and committed capital, in $USD millions.

5. Describe the assets under management breakdown of the firm’s client base (e.g. retail, pensions, endowments, sovereign wealth fund). Discuss whether there is an emphasis on a particular client type and as of 09/30/14, list the firm’s five largest clients ranked by aggregate commitment size as well as by aggregate value of assets (to protect confidentiality, generic names may be utilized if needed). If there is a limitation on the number of new clients, accounts and/or assets due to capacity or other concerns, discuss the total number of new clients, accounts and/or assets that will be accepted.

6. Has the firm and/or parent company (if applicable), or any officer or principal been involved in any business litigation or other legal proceedings, including regulatory investigations or corrective actions, relating to the portfolio monitoring or other activities of the firm? If so, provide a brief explanation and indicate the current status. Discuss policies and practices to prevent violations of the Investment Advisers Act of 1940.

7. Provide a copy of the firm’s and/or parent company’s SSAE-16 (or equivalent independent evaluation of the firm’s and/or parent company’s internal control policies and procedures) and describe any corrective actions that have been implemented.

8. Explain in detail any actual or potential for conflicts of interest that would be created by the firm's representation of PBGC. Include other client relationships, structure of the firm (i.e. parent-subsidiary relationships), advisory board membership, and compensation structure (including direct or indirect compensation from investment managers or general partners) that may inhibit services to PBGC. Describe the firm’s compensation arrangement for professional staff, including how the arrangement encourages the retention of key individuals and maintain a proper alignment of interests. If the firm has a parent company, describe how parent company performance affects the firm’s employee’s compensation. Describe the firm’s and parent company’s (if applicable) policies and practices to prevent conflicts of interest with other client interests or resulting from other investment products or services. Include the firm’s and parent company’s (if applicable) internal policies with respect to compensation (including differentiating between clients that invest through the firm and clients that only use the firm for monitoring services), employee trading as well as a copy of the firm’s and/or parent company’s (if applicable) written code of conduct/ethics.

IV. PAST PERFORMANCE

Provide the client name, address, phone number, contact name and title for three of the Offeror’s clients that are/were being provided Private Markets’ services as described in the SOW. Relevant past performance pertains to work that is similar with regard to scope, magnitude and nature to the solicited effort. The Government will accept past performance for ongoing work and for completed work. Please include at least one public fund client, if available. Indicate the length of your relationship, assets under management, and a description of the types of assets under management for each reference. If the client(s) is/are no longer being provided Private Markets’ services as described in the SOW, please also state the reason why the services are no longer being provided. The government requires three past performance references within the past 5 years. If the Offeror submits more than three references, the government will accept the first three received in chronological order.