Section_B.doc

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 0002 (Disposition Fee) 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 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)

Option Year One of Period of Performance for CLINS 1001-1003: August 31, 2016-August 30, 2017 Contract Type: Fixed Rate/Variable Quantity CLIN 1001 (Per-Partnership Annual Fee and Asset Based Fee)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 1002 (Disposition Fee) 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 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 1003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 2002 (Disposition Fee) 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 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 2003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 3002 (Disposition Fee) 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 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 3003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 4002 (Disposition Fee) 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 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 4003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 5002 (Disposition Fee) 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 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 5003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 6002 (Disposition Fee) 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 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 6003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 7002 (Disposition Fee) 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 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: Fixed Rate/Variable Quantity

OPTIONAL CLIN 7003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 8002 (Disposition Fee) 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 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 8003 (Consulting Services)

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)

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 next _____ million NAV (in dollars) in assets.

Annual fee in % _____, on the balance.

Contract Type: Fixed Rate/Variable Quantity

OPTIONAL CLIN 9002 (Disposition Fee) 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 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 9003 (Consulting Services)

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. 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”)

· 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.

· 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 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.

· 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.

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

· Per-Partnership Fee

· 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.

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

· 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.

· 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.

· The Contractor will also include a narrative clearly delineating what services are 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

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

· 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.

· 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.

· The Contractor will also include a narrative clearly delineating what services are included under the hourly rate, with breakdowns by line item, if applicable.

· Disposition Fee

· 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]).

· 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.

· 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.

· 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.

· 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.

· 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.

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

· 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.