PBGC01-RP-15-0015_-_Amendment_02.pdf

NSN 7540-01-152-8070 STANDARD FORM 30. (Rev. 10-83) Previous Edition unusable Prescribed by GSA FAR (48 CFR) 53.243

Page of Pages AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. Contract ID Code

2. AMENDMENT MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (if applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than item 6) CODE

(x) 9A. AMENDMENT OF SOLICITATION NO.

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

8. NAME AND ADDRESS OF CONTRACTOR (NO., Street, Country, State and ZIP Code)

CODE FACILITY CODE

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of offers is extended, is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning ______ copies of amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OR OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment your desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

Check One

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return _______ copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 16B. UNITED STATES OF AMERICA

(Signature of person authorized to sign)

15C. DATE SIGNED

(Signature of Contracting Officer)

16C. DATE SIGNED

Table of Contents

PAGE 2 OF 83 PBGC01-RP-15-0015/02

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)

D. 2 PBGC-46-001 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

SECTION E INSPECTION AND ACCEPTANCE

E. 1 52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAR 2001)

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)

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

H. 4 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

H. 5 PBGC-31-004 AGENCY AWARENESS TRAINING (JAN 2012)

H. 6 PBGC-37-001 KEY PERSONNEL (MAR 2012)

SECTION I CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (NOV 2013)

I. 2 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

I. 3 52.203-6 I RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006)-- ALTERNATE I

(OCT 1995)

I. 4 52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

I. 5 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER (MAY 2011)

I. 6 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I. 7 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2014)

I. 8 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2014)--ALTERNATE I (MAY

2014)

I. 9 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

I. 10 52.222-17 {52.222-17} NONDISPLACEMENT OF QUALIFIED WORKERS (MAY 2014)

I. 11 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 12 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I. 13 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)

I. 14 52.242-13 BANKRUPTCY (JUL 1995)

I. 15 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (OCT 2014)

I. 16 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

I. 17 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2014)

I. 18 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 19 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

Table of Contents

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I. 20 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

I. 21 52.225-25 PROHIBITION ON CONTRACTING WITH ENTITIES ENGAGING IN CERTAIN ACTIVITIES OR

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

I. 22 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (AUG 2012)

I. 23 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

I. 24 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

I. 25 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 26 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

I. 27 52.244-2 SUBCONTRACTS (OCT 2010)

I. 28 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 52.209-5 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 2014)

K. 4 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 (APR 2014)

L. 2 52.233-2 SERVICE OF PROTEST (SEP 2006)

L. 3 PBGC-15 011 REFERENCE AND EVALUATION (OCT 2004)

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

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SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Pricing Schedule

NOTICE TO OFFERORS

The Pension Benefit Guaranty Corporation (“PBGC” or the “Corporation”) contemplates issuance of a hybrid Labor Hour (LH) and Variable Quantity/Fixed Rate Contract for services in support of the Private Markets Monitoring Services for the Corporate Investments Department

(CID). The Contractor shall provide the personnel and services necessary to perform the effort described within Section C, the Statement of Work (SOW) for the Private Markets Monitoring

Services.

B.1 Private Markets Monitoring Services Pricing

Offerors shall provide prices for the base year and option years for: Per-Partnership Annual Fee and Asset Based Fee, Disposition Fee, and Consulting Services, as set forth below. PBGC has provided pricing assumptions below. These assumptions should be used by the Offerors in calculating pricing. The Offeror’s total annual price per year of the contract as well as annual price per service will be used for price evaluation purposes only. Offerors are required to provide a unit price fixed rate for each optional service listed in Section B of the contract. The

Offeror’s proposed unit price fixed rate for the optional services shall be incorporated into the final contract upon award. 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.

Additionally, the exact dates for the Period of Performance will be determined at time of award.

SCHEDULE B – PRICING SCHEDULE

Base Year of Period of Performance (POP) for CLINs 0001-0003: August 31, 2015-August

30, 2016

Contract Type: Fixed Rate/Variable Quantity

CLIN 0001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror for monitoring: Variable Quantity/Fixed Rate

Based on Estimated Total market value of assets of $249 M

Annual fee in % _____, on first _____ million NAV (in dollars) in assets.

Annual fee in % _____, on next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

OPTIONAL CLIN 0002 (Disposition Fee)

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Based on Estimated Total market value of assets of $10 M

Disposition fee in % _____, on first _____ million (in dollars) in Net Sale Proceeds.

Disposition fee in % _____, on next _____ million (in dollars) in Net Sale Proceeds.

Disposition fee in % _____, on the balance.

“Net Sale Proceeds” means proceeds from the sale of assigned asset(s) less deductions

(such as, but not limited to, legal expenses, labor hours and the repayment of any outstanding debt associated with the asset(s) [e.g. in the case of Real Estate])

Contract Type: Labor Hour

OPTIONAL CLIN 0003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Manager)

100 Hour

Option Year One of Period of Performance for CLINS 1001-1003: August 31, 2016-August

30, 2017

CLIN 1001 (Per-Partnership Annual Fee and Asset Based Fee)

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 1002 (Disposition Fee)

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OPTIONAL CLIN 1003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Option Year Two of Period of Performance for CLIN 2001-2003: August 31, 2017-August

30, 2018

CLIN 2001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 2002 (Disposition Fee)

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OPTIONAL CLIN 2003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Option Year Three of Period of Performance for CLIN 3001-3003: August 31, 2018-August

30, 2019

CLIN 3001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 3002 (Disposition Fee)

OPTIONAL CLIN 3003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

PAGE 8 OF 83 PBGC01-RP-15-0015/02

Consulting

Services

(Portfolio

Option Year Four of Period of Performance for CLIN 4001-4003: August 31, 2019- August

30, 2020

CLIN 4001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 4002 (Disposition Fee)

OPTIONAL CLIN 4003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

PAGE 9 OF 83 PBGC01-RP-15-0015/02

Option Year Five of Period of Performance for CLIN 5001-5003: August 31, 2020-August

30, 2021

CLIN 5001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 5002 (Disposition Fee)

OPTIONAL CLIN 5003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Option Year Six of Period of Performance for CLIN 6001-6003: August 31, 2021-August

30, 2022

CLIN 6001 (Per-Partnership Annual Fee and Asset Based Fee)

PAGE 10 OF 83 PBGC01-RP-15-0015/02

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 6002 (Disposition Fee)

OPTIONAL CLIN 6003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Option Year Seven of Period of Performance for CLIN 7001-7003: August 31, 2022-August

30, 2023

CLIN 7001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

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OPTIONAL CLIN 7002 (Disposition Fee)

OPTIONAL CLIN 7003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Option Year Eight of Period of Performance for CLIN 8001-8003: August 31, 2023-August

30, 2024

CLIN 8001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

PAGE 12 OF 83 PBGC01-RP-15-0015/02

OPTIONAL CLIN 8002 (Disposition Fee)

OPTIONAL CLIN 8003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

Option Year Nine of Period of Performance for CLIN 9001-9003: August 31, 2024-August

30, 2025

CLIN 9001 (Per-Partnership Annual Fee and Asset Based Fee)

A. Per-Partnership*Annual Fee (Fixed Rate) expressed in US Dollars

Total Partnerships 163

Estimated Price $__________

B. Asset Based Fee (ABF)* expressed as a percentage of assets assigned to the Offeror

OPTIONAL CLIN 9002 (Disposition Fee)

PAGE 13 OF 83 PBGC01-RP-15-0015/02

OPTIONAL CLIN 9003 (Consulting Services)

Services Quantity Unit Unit Price

(Rate)

Estimated

Total

Amount

Consulting

Services

(Portfolio

B.2 FEE SCHEDULE

Private Markets Monitoring Services

The Contractor will receive payment based upon one of two different fee structures. Offeror shall provide pricing for both fee structures. PBGC reserves the right to select the fee structure that is in the best interest of the Government at the time of award. For each subsequent option period, PBGC may elect the Asset Based Fee or the Per Partnership fee structure for that option period.

Either fee shall be inclusive of all the Private Markets Monitoring Services as discussed in

Schedule C, Statement of Work, Section 1, Paragraphs 1-4, except Consulting Services. The fee

Schedule set forth in B.1 for CLINS 001-002, including option periods, shall apply to the PBGC-

Only pool, Commingled Master Trust One and any future assigned funds, e.g. Commingled

Master Trust Two and/or any additional new Private Markets partnerships or commingled trusts.

When providing the fee structure, the Contractor should take into account the make-up of the

PBGC’s Private Markets Assets and should refer to Schedule C, Statement of Work for a description. The contractor may not charge an implementation fee (e.g., loading of partnership data into the Contractor’s database).

Asset Based Fee (“ABF”) o The ABF will be charged on a calendar quarterly basis in arrears based upon the Net

Asset Value (NAV), as reported by PBGC’s custodian, of the specific Private Markets assets assigned to the Contractor for monitoring.

o The NAV shall generally be based upon the valuation provided by general partners. It is anticipated that PBGC’s custodians will provide the pricing for the majority of

PBGC’s NAV, however, the Contractor is expected to also record valuations for reconciliation purposes. For each quarter, the Contractor will compute the quarter-end total NAV of the Private Markets assets assigned to the Contractor for monitoring

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before applying the ABF. For example, at the end of the March quarter, the Contractor will compute the total NAV of the Private Markets assets assigned to the Contractor for monitoring as of March 31. The contractor will then apply the ABF to the computed March 31 total NAV and then divide by four to arrive at the invoiced amount for the March quarter.

o The Contractor may not invoice for any Private Market asset (and is not responsible for its oversight) until PBGC has provided the Contractor with written notice that

PBGC has assigned the asset to the Contractor.

o The Contractor will also include a narrative clearly delineating what services are included under the ABF.

Per-Partnership Fee o The Per-Partnership Fee is a fixed annual fee charged quarterly to the PBGC in arrears based on the number of Private Markets Limited Partnerships assigned to

Contractor for monitoring at the end of the quarter. For example, at the end of the

March quarter, the contractor will compute the number of active (as defined below)

Private Markets Limited Partnerships assigned for monitoring as of March 31. The contractor will then apply the Per-Partnership Fee to the number of active Private

Markets Limited Partnerships assigned for monitoring as of March 31 and then divide by four to arrive at the invoiced amount for the March quarter.

o Note that a Private Markets Limited Partnership is considered “active” if it has not yet fully liquidated.

o If the Contractor charges separately for various services, the Contractor may show separate line items as long as the fees are fixed annual fees. All separate line items shall be totaled to arrive at an aggregate Per-Partnership Fee.

o The Contractor may not invoice for any Private Market asset (and is not responsible for its oversight) until PBGC has provided the Contractor with written notice that

PBGC has assigned the asset to the Contractor.

included under the Per-Partnership Fee, with breakdowns by line item, if applicable.

B.3 Consulting Services

The Contractor may charge the PBGC based upon labor hours for certain consulting services, as discussed in Schedule C, Statement of Work, Section 2. For sales of Private Markets Limited

Partnerships in the secondary market, the Contractor may also charge the PBGC a disposition fee, in addition to the labor hours associated with the consulting services related to the secondary sale. When providing the fee structure, the Contractor should take into account the make-up of the PBGC’s Private Markets Assets and should refer to Schedule C, Statement of Work for a description.

Hourly Rate o The Hourly Rate will be charged on a calendar quarterly basis in arrears based upon the number of labor hours used for consulting services. For example, at the end of the

March quarter, the contractor will compute the number of hours spent on consulting services as of March 31. The contractor will then apply the hourly rate to the number of

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hours spent on consulting services as of March 31 to arrive at the invoiced amount for the March quarter.

o The Contractor may not invoice for any consulting services (and is not responsible for them) until:

PBGC has provided the Contractor with a written request for consulting services.

The Contractor provides an estimate of labor hours needed to complete the request and the total cost in dollars.

PBGC agrees to the estimate in writing.

o The Contractor may invoice PBGC for labor hours related to Private Markets assets assigned to the Contractor for sale in the secondary market even if a transaction is not consummated.

included under the hourly rate, with breakdowns by line item, if applicable.

Disposition Fee o The Disposition Fee will be charged on a calendar quarterly basis in arrears based upon the Net Sale Proceeds of the specific Private Markets assets sold by the Contractor in the secondary market. “Net Sale Proceeds” means proceeds from the sale of assigned asset(s) less deductions (such as, but not limited to, legal expenses, labor hours and the repayment of any outstanding debt associated with the asset(s) [e.g. in the case of Real

Estate]).

o The sale price shall be based upon the prices negotiated between the Contractor and the secondary buyer(s). For each quarter, the Contractor will compute the quarter-end

Net Sale Proceeds of the Private Markets assets assigned to the Contractor for sale in the secondary market before applying the Disposition Fee. For example, at the end of the March quarter, the Contractor will compute the total Net Sale Proceeds of the

Private Markets assets assigned to the Contractor for sale in the secondary market as of March 31. The contractor will then apply the Disposition Fee to the computed

March 31 total Net Sale Proceeds to arrive at the invoiced amount for the March quarter.

o It is anticipated that those Private Markets assets assigned to the Contractor for sale in the secondary market are also assigned to the Contractor for monitoring. As such, the

Contractor may also invoice PBGC for monitoring services (as described above), as well the Disposition Fee. The Contractor must discontinue charging for monitoring services subsequent to a secondary market transaction.

o The Contractor may not invoice for any Disposition Fee (and is not responsible for selling any Private Markets assets in the secondary market) until:

PBGC has provided the Contractor with written notice that PBGC has assigned an asset to the Contractor for sale in the secondary market.

The Contractor provides an estimate of labor hours needed to complete the request and the total cost in dollars (as described above in Hourly Rate).

The Contractor provides an estimate of the Disposition Fee.

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PBGC agrees to the Labor Hour and Disposition Fee estimates in writing. The PBGC may elect to have the Disposition Fee paid directly from sale proceeds. Such information would be provided in writing to the Contractor.

A secondary sale is consummated.

o The Contractor may not invoice for any Disposition Fee unless a secondary sale is consummated. However, the Contractor may invoice for Labor Hours used (as discussed above) as related to the various activities related to a secondary sale.

o The Contractor will also include a narrative clearly delineating what services are included under the Disposition Fee.

o The Contractor cannot charge a Disposition Fee for proceeds reinvested with the contractor, if applicable.

B.4 Contract Ceiling Amount

The ceiling amount for the base year and nine (9) option years is to be determined upon award and stated in Section B of the resulting contract.

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SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Statement of Work

PRIVATE EQUITY

Statement of Work (SOW)

Section 1

Background

The Pension Benefit Guaranty Corporation (PBGC or the Corporation) is a federal corporation created by Title N of the Employee Retirement Income Security Act of 1974 (ERISA) that maintains investment funds. Certain terminated and trusteed single employer plans held Private

Markets assets which PBGC commingled. Through commingling, PBGC's private markets portfolio is presently split into three distinct pools:

PBGC-Only: The first pool is comprised of limited partnerships that are wholly owned by the

PBGC, that is, the PBGC is the statutory trustee of a series of pension plans trusteed by the

PBGC in which the PBGC owns each position entirely versus being an investor in a master trust with other third parties. There are approximately 84 limited partnerships as of November, 2014 and approximately 53 General Partner (GP) relationships. The aggregate capital commitment is

$1.1 billion and the partnerships are approximately 95% funded. Most partnerships are older vintages (ranging from 1986 to 2009, with the crux of partnerships in the 1999 to 2001 vintages) and are in their liquidation phase. Current valuation is approximately $147 million.

Commingled Master Trust One: This second pool is comprised of limited partnerships that are commingled in a master trust vehicle of a former plan sponsor. More specifically, the former plan sponsor commingled multiple pension plans into a single master trust and made investments on behalf of all the pension plans in the trust. PBGC trusteed one of the plans commingled in this master trust and as such, PBGC owns a minority interest (at the trust level) of each limited partnership at the time of trusteeship. Therefore, GPs formally recognize the master trust as the investor, but are aware that the PBGC has a minority interest in the master trust. The former plan sponsor has its own Private Markets advisor and the Contractor’s oversight of Commingled

Master Trust One will require collaborating with a potential competitor. This pool has approximately 79 limited partnerships and approximately 44 GP relationships as of November

2014. The aggregate capital commitment applicable to the PBGC is approximately $700 million and these partnerships are approximately 96% funded. Most partnerships are older vintages

(ranging from 1989 to 2006, with the crux of partnerships in the 1998 to 2001 vintages) and are in their liquidation phase. Current valuation is approximately $102 million.

Commingled Master Trust Two: This third pool is similar to Commingled Master Trust One.

This pool currently has its own Private Markets advisor. In the event, the Contractor is assigned oversight of Commingled Master Trust Two, the Contractor will be required to collaborate with this separate firm. Commingled Master Trust Two is comprised of primarily limited partnerships that are commingled in a master trust vehicle of which the former plan sponsor was an investor.

More specifically, the former plan sponsor and certain other related plan sponsors commingled multiple pension plans into a single master trust and made investments on behalf of all the pension plans in the trust. PBGC trusteed two of the plans commingled in this master trust and as such, PBGC owns an interest of each limited partnership at the time of trusteeship. The PBGC’s interest in each limited partnership varies deal-by-deal, but PBGC has a minority interest (at the trust level) in most limited partnerships in this pool. In addition to private equity partnerships, this pool also includes private debt and private real estate (both in a fund structure and direct real estate). This pool has approximately 600 limited partnerships and approximately 170 GP

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Statement of Work (SOW) relationships as of September 2014. The aggregate capital commitment applicable to the PBGC is approximately $3 billion and these partnerships are approximately 90% funded. Most partnerships are older vintages (ranging from 1986 to 2009, with the crux of partnerships in the

2005 to 2008 vintages) and are in their liquidation phase. Current valuation is approximately

$1.3 billion.

Given the nature of the PBGC's business, the number of limited partnerships will likely grow over time. Further, it is possible that PBGC may enter into additional commingled master trust relationships.

SCOPE

PBGC is seeking a firm registered with the Securities and Exchange Commission as a registered investment advisor (RIA) with at least $5B in assets under management to provide the following services in a fiduciary capacity: transition PBGC Private Markets Holdings, Investment

Monitoring, Distributed Stock Management, Reporting and Performance Measurement, Other

Requirements and Responsibilities, Consulting Services, and Disaster Recover Planning related to PBGC’s private markets portfolio (primarily private equity, private real estate and private debt partnerships).

From Contractor’s facility, provide oversight of PBGC’s Private Markets portfolio (primarily private equity, private real estate and private debt partnerships, to include direct investments).

Section 1 Performance Objectives Overall Objective:

a. Provide Private Markets Monitoring Services (which encompasses all the below requirements) for the PBGC-Only and Commingled Master Trust One portfolios. The

Contractor shall also be responsible for any future assigned Private Markets Partnerships, including, but not limited to Commingled Master Trust Two (including those commingled in a manner similar to Commingled Master Trust One and Two).

b. The Private Markets portfolio will primarily be comprised of limited partnerships, to include: buyouts, venture capital, real estate (including direct real estate), debt

(mezzanine and distressed), fund of funds, oil and gas, timberland, and other investments in a limited partnership (or similar) structure.

c. The Contractor shall act as a fiduciary under this contract.

1. Transition PBGC Private Markets Holdings-Contractor Shall:

a. Within sixty (60) calendar days of receipt of historical fund data for the assigned portfolio from the PBGC or its contractor(s) / designee(s), load all historical LP data (e.g. asset valuations, capital flows, commitments, called capital), collect all necessary documents

(i.e. Limited Partnership Agreements, Amendments, other GP reporting) and make all other necessary preparations (e.g. execute a Fidelity Bond and Errors and Omissions

Professional Liability Bond, establish Disaster Recovery Procedures, notify each GP that the Contractor is the PBGC's Private Markets Advisor and to request the GP to add the

Contractor to the GP's distribution list, etc.) to oversee the assigned Private Markets assets. Until PBGC directs the Contractor otherwise in writing, the Contractor is not

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Statement of Work (SOW) permitted to charge a fee for Private Markets Monitoring Services until the transition is complete.

2. Investment Monitoring-Contractor Shall:

a. Assist in reviewing and making recommendations such as proposed partnership amendments, proxies, and waivers; or other proposed modifications with consideration given to PBGC’s Investment Policy Statement and liquidity needs;

b. Advise PBGC on the structuring and negotiation of provisions to be incorporated in the terms of a limited partnership agreement that specifically relate to monitoring, including, but not limited to, those provisions which govern the format, frequency, and scope of reports provided by the GPs to PBGC.

c. Assist in gathering, retaining and reviewing limited partnership documents from GPs and/or their representatives, such as performance reports; audited and unaudited financial statements; limited partnership agreements; amendments; capital account statements;

annual reports and other related materials which describe each of the limited partnerships' investment activities and overall performance of their respective investments;

d. Assist in the processing of capital calls and distributions and monitoring of capital commitments;

i. Prepare direction letters/directives for PBGC’s signature to appropriately direct capital calls, fees, and cash and stock distributions. Such direction letters shall be provided to

PBGC in final form with back-up documentation (i.e. capital call/management fee notice from the GP, fee calculations, etc.) no less than 48 hours before their due date with a copy of each bank instruction letter sent to PBGC's Investment Accounting

Branch (IAB).

ii. Request wire instruction letters from GPs and verify new and/or revised wire instruction details with GPs.

e. Attend general partner client meetings, conference calls, board meetings, and other meetings (as applicable and dependent on the relative size of the GP relationship) as well as periodically communicating with GPs and such other parties as the Contractor deems reasonably necessary to enable the Contractor to understand and to evaluate each limited partnership's investment strategy, activities, current performance and prospects. Meet with PBGC staff, both in Washington DC and at the Contractor’s offices for operational, investment and performance due diligence meetings. Generally, there will be two due diligence meetings each year, one at PBGC and one at the Contractor’s offices.

3. Distributed Stock Management-Contractor Shall:

a. Assist in the commingling and liquidation of distributed stock as well as holding and performance level reporting, as discussed in Section 4 Below.

b. Manage shares of stock distributed from the GPs and shall timely liquidate these distributions in such a manner as to maximize the value of the stock relative to the stock distribution value received at distribution.

4. Other Requirements and Responsibilities-Contractor Shall:

a. Provide training, education, and materials to PBGC staff related to private market assets, including, but not limited to seminars and attendance at Contractor client-wide meetings.

i. PBGC may, under this contract, receive any of the Contractor's internal or external investment, market and economic research training materials and support capabilities

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Statement of Work (SOW) and services in the performance of PBGC's investment responsibilities, subject to the

Contractor’s internal confidentiality rules.

ii. Contractor shall provide up to six (6) slots in any educational conferences (e.g. the

Contractor’s annual/semiannual client meeting, separate private markets training courses the Contractor may provide to other clients) 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 the 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

PBGC attendees at such conferences. The COR will advise contractor of its acceptance or declination of such slots offered.

b. The Contractor shall keep PBGC fully informed of the rationale for the Contractor's investment decisions and changes in the portfolio under its management and such decisions and changes shall be consistent with the PBGC standards in the Contractor’s proposal submissions.

c. Interface with the GPs on PBGC’s behalf on various matters (e.g., to address a question that the PBGC staff may have on a particular capital call, fee, amendment, holding, assist in gaining access for PBGC staff to attend certain annual general partner meetings, etc.);

d. Contract compliance reports; On an annual basis, the Contractor shall provide PBGC evidence of a fidelity bond and errors and omissions professional liability coverage, current Form ADV Parts I and II and an SSAE 16 report (or similar report). The

Contractor shall provide quarterly SSAE 16 bridge letters. If not covered by the SSAE 16 report (or similar report), the Contractor shall describe its internal controls to prevent recurring draws on the fidelity bond and errors and omissions professional liability coverage.

e. The Contractor shall establish and manage internal controls and procedures for validating and tracking capital draws, funding commitments, partnership management fees, distributions, and amendments.

f. Provide internal/external auditors limited partnership data, as requested.

g. The Contract shall provide a contract compliance report which confirms manager compliance or summarizing all non-compliance throughout the quarter.

h. The contractor shall provide additional reports as needed as related to the portfolios assigned to the Contractor for oversight.

i. The Contractor shall provide disaster recovery and business continuity plans, as follows.

Section 2 Consulting Services

Contractor Shall:

a. Provide financial advice and legal expertise as related to the sale or transfer of illiquid assets;

i. Assess the reasonableness of proposed secondary sale prices based on factors such as, but not limited to, current and projected value of the underlying holdings, uncalled capital, estimated timing regarding liquidity of the underlying assets, reputation of the GP, market conditions, and the PBGC's Investment Policy

Statement and liquidity needs.

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Statement of Work (SOW)

ii. Advise and assist the PBGC in negotiating terms and conditions with respect to either sales or transfers.

iii. With respect to the sale or transfer of limited partnerships, the Contractor shall provide legal advice and expertise in areas such as, but not limited to:

1. The review/structure of terms and conditions;

2. The review of competing bids/offers for interests in limited partnerships that

PBGC seeks to sell;

3. The establishment of special purpose entities or other forms of entities to facilitate a sale or transfer;

4. Re-titling ownership of limited partnership assets;

5. Educating GPs on PBGC;

6. Negotiating non-disclosure agreements;

7. The carve-out of PBGC's interests in limited partnerships that are commingled with other entities, such as limited partnerships in Commingled Master Trust

One, Commingled Master Trust Two or any other future commingled master trusts;

8. Negotiating sales/transfers with the GP(s), purchaser, and/or joint-asset owner;

and,

9. Other administrative matters with respect to facilitating a sale or transfer.

iv. In the context of secondary sales, the Contractor shall have investment discretion as to whether or not a sale shall take place, however, the PBGC will be involved in this process at varying levels. PBGC’s involvement is further described in Section

B.3, Consulting Services.

b. Should the PBGC establish an active allocation to the private markets asset class, Contractor shall provide reasonable assistance regarding a target asset allocation and other related duties required to establish an actively managed portfolio.

Section 3 Disaster Recovery Plan-Contractor Shall:

Contractor Shall:

1. Have and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. The disaster recovery plan must include, but not be limited to, the following:

a. emergency response procedures, including step-by-step instructions identifying explicit techniques to be used for responding to various emergency situations;

b. identification of disaster recovery teams;

c. an organizational chart and list of key personnel responsible for performing the disaster recovery actions as well as the priority of duties and lines of authority.

d. Backup site activation procedures which identify:

i. Backup site location; and

ii. Backup site activation processes (If the backup site is operated by an organization other than the Contractor, 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

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Statement of Work (SOW) plan, whichever is earlier. Backup site activation procedures must contain a list of key personnel and the recovery teams(s) they support.)

e. Primary site recovery, procedures, including:

i. Instructions for accomplishing salvage operations;

ii. A replacement acquisition strategy for hardware, software, telecommunications, etc.;

iii. Facility reconstruction plans; and

iv. Identification of personnel supporting the primary site recovery and the teams(s) they support.

f. Primary site reactivation/normalization, including:

i. Procedures to ensure a smooth transition from the alternative processing site to the primary site; and

ii. A list of teams performing the various functions and the personnel assigned to those teams.

2. Test the plan at least annually and update when necessary.

3. Provide a copy of the annual test report to the PBGC within 30 calendar days of the completion of the test.

Provide a copy of the current and/or revised plan to the PBGC within 60 calendar days of the completion of the test.

Section 4 Reporting and Performance Measurement

Contractor Shall

1. Prepare risk and performance reporting services (monthly and quarterly and reporting);

a. Monthly reporting shall consist of separate reports for each assigned private markets portfolio (e.g PBGC-Only, Commingled Master Trust One and Commingled Master

Trust Two, if assigned) and shall be due within seven (7) business days after month end. Monthly reports shall include:

1. Value of the unrealized portfolios.

2. A cash flow summary show flow to and from the PBGC for month to date, quarter to date, year to date and fiscal year to date.

3. A report showing the investment name, closing date, percent owned, local fund size, local commitment, base fund size (US

Dollar), and base commitment (US Dollar).

4. A report showing unfunded commitments including investment name, currency, commitment, contributions, recallable amounts, uncounted funding (e.g. fees), net capital contributed (excluding uncounted funding), unfunded amount, and percent funded.

5. A report showing a transaction summary including the investment name, the transaction date, capital call, additional fees, cash (in the case of distributions), stock (in the case of distributions), and the net cash flow.

6. A report showing the adjusted ending value including investment name, currency, commitment, paid in capital, additional fees, cash distribution, stock distribution, total distributions, valuation date, valuation, adjustments (i.e, cash flows since the most recent valuation), and adjusted valuation (the valuation adjusted for cash

PAGE 23 OF 83 PBGC01-RP-15-0015/02

Statement of Work (SOW) flows), internal rate of return and Multiple of Invested Capital

(MOIC).

7. A performance report showing performance of the distributed stocks by year including the year, aggregate realized performance, realized performance for those holdings listed as a sell, realized performance for those holdings listed as a hold, and the Russell

2000 Growth performance or other reasonable benchmark. There will also be the same statistics for since inception. Additionally, there should be an aggregate return for unrealized holdings as well as returns for those listed as a sell and those listed as a hold.

Further, there should be a summary report showing distributions received since inception, distributions sold since inception, average holding period and current holdings. There should be a specific holding report for those securities still held including name of broker dealer holding the security (i.e. a distribution agent), the security name, the ticker, current shares held, original shares, distribution price, distribution value, current price, current market value, % of current portfolio, and unrealized gain/loss. Lastly, there should be a transaction report for securities sold as well as securities added showing the distribution date, the company name, the ticker, LP fund, quantity sold, total shares, GP cost per share, distribution price per share, currency, GP cost, distribution value, and in the case of sold shares, sales price per share, gross sale proceeds, commission and fees, net sales proceeds, and realized gain/loss. Note that performance should be shown versus the distributed value.

8. A report describing any proxies voted.

9. A report showing a breakdown by investment type including, category (i.e. buyouts, distressed, mezzanine, venture capital, etc.), and the aggregate number of investments, committed capital, funded amount, unfunded amount, distributions received, and latest market value for each category.

10. A report showing geographic focus including region, number of investments, latest market value and percentage of portfolio.

11. A report showing performance including the portfolio (i.e., PBGC-

Only and Commingled Master Trust One), beginning of period market value, period cash flows, end of period market value, gain/loss, and period gain/loss percentage. This report will show performance by each of the portfolios as well as in aggregate.

12. Other data and information as requested.

b. Quarterly reporting shall consist of separate reports for each assigned private markets portfolio (e.g. PBGC-Only, Commingled Master Trust One and Commingled Master

Trust Two, if assigned) and shall include:

1. Due by ninety (90) calendar days following quarter end.

2. General summary overview highlighting quarter events (e.g., changes in adjusted valuation, capital call funding and distributions) with largest capital calls and

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Statement of Work (SOW) distributions noted, any new limited partnerships commingled, list of any partnerships liquidated, since inception distributions, internal rate of return and

MOIC assigned portfolios, and general market environment summary.

3. Chart showing commitments, capital called, and distributions received as well as total committed for investment, capital invested, and distributions received both since inception and since PBGC trusteeship. This data should be by vintage year.

4. Chart showing investment cash flows (both cash invested and distributions received by calendar year).

5. Pie charts depicting distribution of both portfolios by investment type and geographic sectors.

6. Pie charts depicting more detailed breakdown of corporate finance (buyouts) and venture capital.

7. Performance of assigned portfolios versus public equity benchmarks, including internal rate of return and MOIC.

8. Performance by vintage year for assigned portfolios showing vintage year, number of investments, annual internal rate of return, MOIC. Performance will be compared to a benchmark such as Venture Economics (median internal rate of return and MOIC; top quartile internal rate of return and MOIC). Similar data should also be provided by investment type.

9. Distributed securities performance by year showing year, number of distributions, distribution value, realized gain/loss, percentage of realized gain/loss, and average holding period in days.

10. A distributed securities report that shows ticker, distribution, plan that PBGC trusteed that held the limited partnership, distribution date, distribution value, sale date, net sale price, net proceed, and dollar gain/loss. There should also be a holdings report showing the ticker, distribution name, distribution date, distribution value, current price, current value, and dollar unrealized gain/loss.

11. A list of top 15 (may be adjusted up or down per PBGC’s request but will generally be associated with the size of the portfolio) exposures by market value.

12. One page investment summaries for each of the top 15 (may be adjusted up or down per PBGC’s request but will generally be associated with the size of the portfolio) including general overview of the GP, characteristics of the limited partnership, the team, fund assessment, concerns, vintage year, partnership term, investment type and region, fund size, commitment, unfunded, total distributions, adjusted ending value, adjusted ending value as a percentage of the total portfolio, net internal rate of return versus an appropriate benchmark, MOIC versus an appropriate benchmark.

i. An investment watch list.

ii. A report showing meetings held with GPs including the name of the GP, date last attended, portfolio manager assigned, location of meeting, and any notes.

iii. Reports for both portfolios mirroring the monthly reports, but rather based on the last quarter.

iv. Other data and information as requested.

c. Report and track PBGC's contributions and commitments as well as any distributions from that PBGC may receive.

PAGE 25 OF 83 PBGC01-RP-15-0015/02

Statement of Work (SOW)

d. Reconcile monthly reporting with custodians, including assisting the custodians to properly record valuations, cash flows, transactions, holdings, etc. by business day four (4) following month end;

e. Send monthly cost and market value reports to PBGC's custodian and IAB all assigned portfolios by business day seven (7) following month end.

f. Provide sufficient support, primarily reporting, to enable the PBGC to meet its annual report requirements;

g. Provide certain underlying data per investment (e.g. vintage year, net asset value, capital commitment, unfunded amount, investment type) in a CSV format that permits transmission to PBGC’s investment risk management system by business day seven (7) following month end.

h. Provide appropriate benchmarking to allow PBGC to assess relative performance;

i. General (e.g., market environment) as well as specific (e.g., venture capital in a specific country) commentary on the private market asset class;

j. Assist in transitioning the reporting of certain private market assets from previous plan sponsor to the Contractor and PBGC’s custodian for terminations and trusteeships of future plans;

k. Provide all general partner communications (e.g., annual reports, quarterly reports, capital account statements, audited financial statements) in an electronic format to the

PBGC on a quarterly basis by ninety (90) calendar days subsequent to a quarter end.

PAGE 26 OF 83 PBGC01-RP-15-0015/02

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.

D. 2 PBGC-46-001 INSPECTION AND ACCEPTANCE OF…