Special_Situation_Investment_Manager_PBGC01-RP-15-0017.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 89 PBGC01-RP-15-0017

0001 See Section B for more information on the Pricing Schedule.

1.00 EA

Table of Contents

PAGE 4 OF 89 PBGC01-RP-15-0017

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)

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 Section H

H. 2 PBGC-03-001 CONFIDENTIALITY OF INFORMATION (OCT 2004)

H. 3 PBGC-03-002 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

H. 4 PBGC-04-007 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014)

H. 5 PBGC-09-001 RESTRICTIONS AGAINST DISCLOSURE OF INFORMATION (JAN 2012)

H. 6 PBGC-31-004 AGENCY AWARENESS TRAINING (JAN 2012)

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

H. 8 PBGC-37-002 EDUCATION AND EXPERIENCE QUALIFICATIONS (DEC 2014)

SECTION I CONTRACT CLAUSES

I. 1 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

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

I. 3 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

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

I. 5 52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL REQUIREMENTS -- COMMERCIAL ITEM ACQUISITION

(FEB 2007)

I. 6 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)

I. 7 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)

I. 8 52.242-13 BANKRUPTCY (JUL 1995)

I. 9 52.212-4 I CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2014)--ALTERNATE I (MAY

2014)

I. 10 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (OCT 2014)

I. 11 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 12 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 13 52.222-50 COMBATING TRAFFICKING IN PERSONS (FEB 2009)

I. 14 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (AUG 2012)

I. 15 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

I. 16 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)

I. 17 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS (SEP 2000)

I. 18 52.244-2 SUBCONTRACTS (OCT 2010)

Table of Contents

PAGE 5 OF 89 PBGC01-RP-15-0017

I. 19 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I. 20 PBGC-37-002 EDUCATION AND EXPERIENCE QUALIFICATIONS (DEC 2014)

SECTION J LIST OF ATTACHMENTS

J. 1 Attachment A

J. 2 Attachment B

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)

K. 5 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 52.233-2 SERVICE OF PROTEST (SEP 2006)

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

L. 4 Section L

SECTION M EVALUATION FACTORS FOR AWARD

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

M. 2 Section M

PAGE 6 OF 89 PBGC01-RP-15-0017

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 Section B

B.1 DESCRIPTION OF SERVICES

The Contractor shall provide the personnel and services necessary to perform this hybrid Labor Hour (LH) and Variable Quantity/Fixed Rate Contract effort in accordance with Section C, the Statement of Work (SOW) for the Special Situation Investment Manager Services.

All work performed under this contract shall be provided within the hours and at the hourly rate established for each of the labor categories below (these rates include direct labor, all indirect costs and profit). Work Assignments shall be used to assign work as stated in Section C. The number of hours listed are for pricing purposes only.

SCHEDULE B – PRICING

Offerors shall provide prices for the Labor Hour Categories and Disposition fees, as set forth below. PBGC has provided pricing assumptions in the solicitation. 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 fixed rate for each optional service listed in Section B of the contract. The Offeror’s proposed 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.

BASE PERIOD: August 31, 2015-August 30, 2016

ITEM

NO

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

12 Months TBD TBD

Special Situation Investment Manager Services in accordance with the SOW.

Offerors shall provide the Labor Hour Rate for the below Labor Hour Categories as required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____ Administrative/Support Staff 175 _____

Total Price $_______________

Disposition of all or portions of assigned Basis Points on

PAGE 7 OF 89 PBGC01-RP-15-0017

Positions. Net Sale Proceeds*

Marketable Securities and Bankruptcy Claims _____________BP Non Marketable Securities and other Illiquid Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600 million; and, the liquidation of $120 million in any given year, with $50 million in Marketable Securities and $70 million in Non-Marketable Securities.

* Legal and miscellaneous fees associated with sales will reimbursed by the PBGC through the invoice process in accordance with the SOW.

OPTION PERIOD 1: August 31, 2016-August 30, 2017

NO

SUPPLIES/SERVI

CES

QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets** _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600 million; and, the liquidation of $120 million in any given year, with $50 million in Marketable Securities and $70

PAGE 8 OF 89 PBGC01-RP-15-0017

million in Non-Marketable Securities.

* Legal and miscellaneous fees associated with sales will reimbursed by the PBGC through the invoice process in accordance with the SOW.

OPTION PERIOD 2: August 31, 2017-August 30, 2018

NO

SUPPLIES/SERVI

CES

QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 9 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 3: August 31, 2018-August 30, 2019

NO

SUPPLIES/SERVI

CES

QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets** _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 10 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 4: August 31, 2019- August 30, 2020

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN 4001 12 Months TBD TBD required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 11 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 5: August 31, 2020-August 30, 2021

NO

SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 12 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 6: August 31, 2021-August 30, 2022

CLIN 6001 12 Months TBD TBD required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 13 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 7: August 31, 2022-August 30, 2023

CLIN 7001 12 Months TBD TBD required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 14 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 8: August 31, 2023-August 30, 2024

CLIN 8001 12 Months TBD TBD required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 15 OF 89 PBGC01-RP-15-0017

OPTION PERIOD 9: August 31, 2024-August 30, 2025

CLIN 9001 12 Months TBD TBD

Offerors shall provide the Labor Hour Rate for the below Labor Rate Categories as required from Work Assignments Labor Hour Category Hours Labor Hour Rate Senior Portfolio Manager 600 _____ Analysts/Research 230 _____ Operations 200 _____

Assets _____________BP

NOTE: Fees are to be based on an assumed group of positions valued at $600

PAGE 16 OF 89 PBGC01-RP-15-0017

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 Section C

STATEMENT OF WORK

Special Situations Investment Manager

BACKGROUND

The Pension Benefit Guaranty Corporation (PBGC or the Corporation) is a federal corporation created by Title IV of the Employee Retirement Income Security Act of 1974 (ERISA) that maintains investment funds. PBGC maintains two separate investment funds (Revolving and Trust). The Revolving Fund receives all premium payments and is invested solely in "book-entry" U.S. Government securities held at the U.S. Treasury. The Trust Fund receives assets from terminated plans. Trust Fund assets can be more flexibly invested than Revolving Fund assets, such that possible asset classes include equities, debt obligations and real estate. In addition, the Trust Fund holds any type of assets received from terminated pension plans.

The Special Situations Investment Manager (SSIM) has the responsibility for accepting certain assets for the Trust Fund as assigned by the PBGC, pursuant to the authority of the ERISA.

These assets, by their nature or because of regulatory constraints, are typically unusual, illiquid or difficult to market. Examples of these positions are securities of private or closely held companies; equity positions with little or no trading activity, equity positions with trading restrictions and/or limitations, equity positions that represent a large percentage ownership of a company, real estate, promissory notes, bonds, profit sharing interests, warrants, options, commodities, and bankruptcy claims. Both the total net worth of these assets and the values of the individual assets can vary greatly over time as it is primarily dependent on both the nature of assets received from terminated and trusteed pension plans as well as the assets received in settlement agreements with former plan sponsors or through the bankruptcy process.

Historically, the total net worth of these assets have ranged from approximately $10 million to $1 billion. Individual assets have ranged in value from nil to the hundreds of millions. The above examples are not intended to reflect all possible assignments to the SSIM. The SSIM may be assigned any asset PBGC deems necessary and/or appropriate. The primary characteristic of these positions would be the need for development of a "work out" or liquidation strategy and the implementation of a defined liquidation format or plan.

SCOPE

The Special Situations Investment Manager (SSIM) will be tasked to undertake certain assets as assigned by the PBGC and then manage and liquidate that portfolio of illiquid assets. In addition to developing innovative liquidation and marketing strategies for the assigned illiquid assets, assist in the evaluation of any proposed restructuring plans of illiquid assets or settlements assigned. The SSIM will be delegated full proxy voting discretion for the assets assigned, maintain a disaster recovery plan, and provide comprehensive reporting on the assets and issues assigned.

MANDATORY

Provide, as tasked, investment management, liquidation and advisory Special Situation Investment Manager Services (“SSIM Services”) with oversight of PBGC’s portfolio of illiquid assets.

PERFORMANCE OBJECTIVES

The overall objective of the SSIM is to assess the value of PBGC’s illiquid assets, select the best sales method, create a marketing plan for liquidating the assets, structure and negotiate every deal in order to obtain the highest recovery for the assets. The SSIM is expected to develop a

PAGE 17 OF 89 PBGC01-RP-15-0017

"work out" or liquidation strategy and prepare a defined liquidation format or plan. The SSIM is expected to use its best efforts to prudently market and liquidate the positions at fair value.

REQUIREMENTS-SSIM (Contractor) tasking’s shall:

The SSIM will be tasked with the responsibility for providing SSIM Services by undertaking the management and liquidation of certain assets for the trust fund as assigned by the PBGC, pursuant to the authority of the ERISA. The SSIM shall be in a fiduciary relationship with respect to the assets assigned to it, and to PBGC; and in general, shall have full and complete discretion with regard to the positions assigned as well as independent voting authority for those positions for which proxy voting is required.

LIQUIDATION STRATEGY

Independently develop innovative liquidation and marketing plans/strategies for all assigned assets which reflect an extensive knowledge and understanding of financial and securities analysis; securities laws and regulations; securities marketing techniques; and, experience with institutional investment companies, pension plans, and secondary markets.

These liquidation plans may include for example, valuation of the asset based on past, present and projected company and industry specific information, alternative marketing/liquidation strategies, the liquidation time frame, and any obstacles and/or risks associated with the plan implementation.

Development and/or implementation of the plan may require tasks for:

a) Identification of, and negotiation with, management of issuing companies or institutional investors for the purpose of liquidating securities and coordination directly with legal counsel; transfer agents; brokers, purchasers and banks to assure the timely settlement of trades, without the need for extensions or "buy ins” by PBGC

b) Assist, when required, PBGC staff in negotiations or to act as an expert on securities valuation matters; and to coordinate administrative, accounting and securities settlement and delivery matters with PBGC’s Custodian Bank.

Value assets, when required, for PBGC that it doesn’t specifically manage.

PBGC may task, under this contract, as a result of receiving the SSIM’s internal or external investment, market and economic research training materials and support capabilities and services in the performance of PBGC’s investment responsibilities. This does not include proprietary models or information unique to the SSIM’s investment process.

Require to perform all other related services in connection with the liquidation and/or management of any assets that are or may become assigned to the SSIM by PBGC so as to protect all rights and interests of PBGC and or plan participants.

PAGE 18 OF 89 PBGC01-RP-15-0017

Require to maintain communications with the Corporate Investments Department (CID) staff, and primarily, the Contracting Officer's Representative (COR) who shall be identified in the contract’s Special Provisions.

To be responsible for timely notification to PBGC of significant changes in personnel, ownership, resources, or firm direction.

ILLIQUID ASSET/AGREEMENT CONSULTING

Contractor shall be tasked:

To assist in the evaluation of any assigned proposed restructuring/renegotiation, providing advice, guidance and consulting services through all phases of the process so as to protect all rights and interests of PBGC and/or plan participants.

SSIM AGENCY AND PROXY VOTING AUTHORITY

Contractor shall be tasked:

To act as PBGC’s agent in connection with the assets assigned and shall have full proxy voting discretion, where appropriate, with respect to all assets for which PBGC has responsibility and has not been assigned to any other party.

Pursuant to this proxy voting discretion, develop and implement proxy policies and procedures which shall be used during the performance of the contract; and, develop a report format that shall be used to report to PBGC on a quarterly basis.

To discuss with PBGC all specific company positions regarding its proxy voting policies, such as social, environmental, or political matters, which could affect their voting positions on proxy proposals.

Explain votes, votes that are inconsistent with the SSIM’s general proxy voting policy.

Prepare a quarterly proxy voting report. This report is separate and distinct from the SSIM’s quarterly activity report on the specific positions held by the SSIM.

Explain the basis for a particular vote.

EDUCATIONAL CONFERENCES

Contractor shall be tasked to provide up to six (6) slots in any educational conferences it may offer to clients as part of the normal contract cost.

This would include the cost of related meals offered as part of the formal conference program.

Non-training or non-educational activities offered at the conference including, but not limited to, golf, fishing, tours, entertainment, etc., would not be included, as PBGC can neither pay for nor may individual employees accept these items.

PBGC shall 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.

PAGE 19 OF 89 PBGC01-RP-15-0017

DISASTER RECOVERY

Contractor shall be tasked to:

Maintain a disaster recovery plan which includes critical business operations, computer systems and telecommunications.

Test plan and/or update annually.

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

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

Emergency response procedures, including:

1. Step-by step instructions identifying explicit techniques to be used for responding to various emergency situations;

2. Identification of disaster recovery teams; and

3. 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.

Backup site activation procedures which identify:

1. Backup site location; and

2. Backup site activation processes.

(If the backup site is operated by an organization other than the offeror, a copy of the Alternative Site Processing Agreement shall be provided to PBGC within 30 days after being added to the plan or at the same time as the current and/or revised plan whichever is earlier. Backup site activation procedures shall contain a list of key personnel and the recovery team(s) they support.)

Primary site recovery procedures, including:

1. Instructions for accomplishing salvage operations;

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

3. Facility reconstruction plans; and

4. Identification of personnel supporting the primary site recovery and the team(s) they support.

PAGE 20 OF 89 PBGC01-RP-15-0017

Primary site reactivation/normalization, including:

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

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

Please note that from time to time, situations may arise whereby the nature of the work assigned under this contract will warrant a lower fee than currently structured in the contract fee schedule. When this situation arises, an appropriate fee will be negotiated

DELIVERABLES/REPORTS

The SSIM shall provide statements and reports that detail the following information. Unless otherwise stated, the unidentified specific due dates will be encompassed within the SSIM contract.

1. Inventory of Securities -- Listing of all holdings, stated at both cost and market or estimated value using appropriate accounting standards, and which includes identifier (CUSIP), account number, type of asset, task number, security name, par value, cost, price (per share), and market value. (Monthly)

2. Account Activity -- All account activity for the period, including purchases, sales, income received, accruals and issue maturities. (Monthly)

3. Narrative Report –Narrative on each position within the inventory, which provides approximate market value, the valuation source, the type of assignment (i.e. valuation/liquidation; advisory), and total inception to date costs charged to the PBGC by the SSIM. Additionally, the narrative will provide a description of the asset held, the assignment date, a synopsis of work completed since inception of the task, the prior month’s activity performed by the SSIM, and the current thesis with respect to the asset. The SSIM will provide that report in advance of a monthly conference call with CID staff. (Monthly)

4. Reconciliation Reports -- The SSIM shall prepare a report in which holdings are reconciled at market value with PBGC’s Custodian Bank. (Monthly)

5. Proxy Voting Report -- At a minimum, the quarterly proxy voting report shall include:

Company Proposal Management Manager Vote Recommendation

PAGE 21 OF 89 PBGC01-RP-15-0017

6. Report on the Status of Significant Positions Received in Settlement Agreements which is a list of equity positions at or exceeding 5% of total shares outstanding.

(Quarterly)

7. The SSIM will participate in at least one on-site meeting per year at PBGC’s offices and will host CID staff in a least one on-site meeting per year at the SSIM’s office.

8. Upon being assigned an asset, PBGC requires a written evaluation of each asset, complete with an accompanying liquidation strategy and proposed timeline for liquidating the asset. The due date of this deliverable depends on the particular facts and circumstances of each asset assigned to the SSIM, but receipt by PBGC from the SSIM will generally be required within 30 days of assignment.

The SSIM shall provide annual statements and reports that detail the following information:

1. Evidence of fidelity bond and errors and omissions professional liability coverage.

2. Revised Form ADV Parts I and II.

3. SSAE 16, if available.

The SSIM shall provide other reports, research and publications as may be required by PBGC from time to time.

WORK ASSIGNMENTS

When services are required under this contract, the COR shall task the SSIM (contractor). As provided elsewhere, these assignments may be issued orally or in writing. Assignments issued orally shall be confirmed in writing. Assignments will be issued on either a labor hour basis and/or on a disposition fee basis. Labor hour will be used for the analysis of each asset and will be priced using the rates in Section B. Disposition fee tasks will be based on the results of the analysis of the asset and the sale price of the asset. Again, the rates included in Section B will be used for disposition fee tasks except that from time to time, situations may arise whereby the nature of the work assigned under this contract will warrant a lower disposition fee than currently structured in the contract fee schedule. When this situation arises, an appropriate fee will be negotiated. The SSIM (contractor) shall maintain records that clearly distinguish the various tasks assigned.

ASSIGNMENT PROCEDURES. Performance under this contract is subject to the following procedures:

(a) Within the cost specified in Section B of this contract, the SSIM shall incur costs under this contract in the performance of assignment and modification of work in accordance with this procedure. No other costs are authorized without the express written consent of the Contracting Officer.

PAGE 22 OF 89 PBGC01-RP-15-0017

(b) The COR will issue tasks in written form to the SSIM, providing specific information on work to be performed within the scope of the contract. Each assignment will indicate the objectives or results desired.

(c) Assignments will contain, as a minimum, the following information:

(l) Name and signature of the COR (signature not required if sent electronically)

(2) Contract number, order number, and date

(3) Description of work

(4) Documentation requirements

(5) Any other necessary information

(6) Date of Order

(d) The COR may modify assignments at his/her discretion, in writing. .

(e) After award, the COR may task the SSIM in writing or through electronic communication, to commence performance of the task. Otherwise, the SSIM is not authorized to commence task performance prior to the issuance of the task or other written notice provided by the COR. In no case shall the SSIM commence work without prior written approval from the COR.

GENERAL TERMS

(a) Assignments issued under this contract will specify work to be accomplished to satisfy a PBGC requirement, and will incorporate the terms and conditions of this contract.

(b) The SSIM may, with the approval of the COR, include in the project-definition phase of the work plan, at no cost to the PBGC, a sub-task identified as “Project Team Staffing”, and by mutual agreement with the COR establish a scheduled date for completion. Otherwise, the SSIM shall ensure that a task will be 100% staffed and the project personnel on-site, ready to begin work, within ten (10) business days of approval of the task unless waived by the COR.

(c) All personnel proposed by the SSIM for an assignment shall have specific experience relating to the type of service required in the task for which the person was proposed. The personnel proposed by the SSIM for an assignment shall in the aggregate possess experience in each of the technical support services required to perform the work. PBGC reserves the right to assess the personal qualifications of, and to approve or disapprove, SSIM staff proposed for a task.

(d) The SSIM may not reassign or replace personnel assigned to a particular project without prior written authorization from the COR. Approval shall not be withheld so long as the following criteria are met:

(1) The overall delivery schedule is not affected;

(2) The proposed personnel possess or will develop a working knowledge of the services required under the modified task prior to providing the service; and

(3) The time required to develop this working knowledge will not be billable to

PBGC.

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(e) The PBGC reserves the right to terminate a task at any time, for any reason.

(f) No work is to begin on any task until PBGC has reviewed and given written approval to the detailed project/work plan submitted by the SSIM. The task and task proposal must be signed (if electronic, no signature is necessary) by the COR and, when applicable, co-signed by the Deputy Chief Investment Officer or Chief Investment Officer.

(g) Any subsequent changes to the project/work plan must be approved by the COR. In addition, any changes in aggregate contract costs must be approved by the Contracting Officer. The SSIM shall notify the COR immediately upon becoming aware of any issue, (e.g., personnel, cost or schedule change), that may cause a delay in completing the task on schedule or exceed the cost of the approved task. In all cases the SSIM must revise, in advance, all associated plans and schedules and obtain the approval of the COR to modify the task before incurring any additional cost.

(h) The SSIM shall appoint for each task a lead person who meets the qualifications outlined in the Key Personnel Clause and Section H of this requirement. Each task will be under the technical direction of the COR from whom the SSIM's lead person will take technical direction.

(i) The work assignments provided under this contract by PBGC will contain a section specifying delivery and/ or performance requirements.

(j) All reports and documents shall be required in draft and/or final form depending on the nature of the report.

(k) The number of copies, media (hard-copy and/ or electronic), format and hardware/ software compatibility requirements for the deliverables may be specified in the individual task.

(l) The COR or designated representative will provide technical oversight and guidance in the completion of individual assignments. In addition, some assignments may require considerable interaction with PBGC personnel to accomplish the specified work.

(m) The COR will be responsible for liaison with agency users. All user contact by SSIM personnel shall be for the purpose and within the scope specifically defined by the COR or designated representative of the COR.

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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.

D. 2 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 E

INSPECTION AND ACCEPTANCE

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

(a) "Definitions." As used in this clause-- "Contractor`s managerial personnel" means any of the Contractor`s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor`s business;

(2) All or substantially all of the Contractor`s operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with the performance of this contract.

"Materials" includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the material, fabricating methods, work, and services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) Unless otherwise specified in the contract, the Government shall accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they shall be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(f) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (h) of this clause, the cost of replacement or correction shall be determined under the Payments Under Time-and-Materials and Labor-Hour Contracts clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)

(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may--

(i) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract;

or

(ii) Terminate this contract for default.

(2) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) of this clause, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to--

(1) Fraud, lack of good faith, or willful misconduct on the part of the Contractor`s managerial personnel; or

(2) The conduct of one or more of the Contractor`s employees selected or retained by the Contractor after any of the Contractor`s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(j) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(k) Unless otherwise specified in the contract, the Contractor`s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

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(End of Clause)

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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.

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

The Contracting Officer's Representative (COR) is who may be reached at . 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 (JAN 2012).

The Contractor shall 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 be considered as holidays for Contractor personnel and are not billable unless work is actually performed on these days. No work will be performed by Contractor personnel on Government holidays without prior approval of the Contracting Officer's Representative. Work performed on holidays

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shall be billable at the regular rate.

Government holidays are:

(1) New Year's Day,

(2) Martin Luther King, Jr. Day,

(3) President's Day,

(4) Memorial Day,

(5) 4th of July,

(6) Labor Day,

(7) Columbus Day,

(8) Veteran's Day, (9 Thanksgiving Day,

(10) Christmas Day

(11) Any other day designated by Federal Statute,

(12) Any other day designated by Executive Order,

(13) Any other day designated by the President's Proclamation.

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H. 1 Section H

Section H

SPECIAL CONTRACT CLAUSES

H. 1 MINIMUM EDUCATION AND EXPERIENCE REQUIREMENTS FOR

PERSONNEL

The minimum acceptable level of experience and qualifications are as follows:

Senior Portfolio Managers (PM): The minimum educational experience is a bachelor's degree. The minimum experience requirements in this category include 5 years as a PM.

The PM is responsible to oversee all aspects of the account operation. Coordination and management the operations of the account include asset assignment, workflow and client service. The PM is regularly assigned on the firm's other portfolios in a managerial capacity and is tasked with overseeing the A/R, Operations and Administrative/Support Staff. The PM may also be responsible for the requirements stipulated under A/R, especially if there not one or more A/R’s on a particular task.

Analysts/Research (A/R): The minimum educational experience is a bachelor's degree.

The minimum experience required is: (a) having a minimum of one (1) year general experience and (b) two (2) years of specialized experience in a particular discipline (i.e., Equity, Fixed Income, Derivative, Real Estate, etc.). Typically, the A/R will be assigned one or more tasks that will be overseen by the PM.

The A/R's responsibilities include, but are not limited to:

(1) reviewing and analyzing financial statements and industry reports;

(2) reviewing work-papers and related reports for accuracy and completeness;

(3) conducting discussions with clients about the results of the work performed;

(4) ensuring that assignments are carried out within the delivery commitments;

and

(5) overseeing Operations and Administrative/Support Staff.

Operations: The minimum educational experience is a bachelor's degree.

The minimum experience required is: (a) having a minimum of one (1) year general operations experience.

The Operations staff responsibilities include, but are not limited to:

(1) Performing specific functions under the supervision of the A/Rs and PMs;

(2) Ensuring that a wide variety of security transactions properly close;

(3) Coordinates proxy voting and corporate actions; and

(4) Assist in supervising Administrative/Support Staff.

Administrative/Support Staff: The minimum educational experience is a high school diploma or its equivalent.

The responsibilities in this category include, but not limited to:

(1) Handling all administrative tasks relative to the contract;

(2) Responsible for ensuring the PBGC is billed correctly on a timely basis;

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(3) Assisting PMs, A/Rs, and Operations staff, as need in such areas as travel and reporting for tasks related to the contract.

H. 2 Principals & Directors

Within one (1) business day from the departure of any of the Offeror’s Directors or Principals, Offeror shall provide written notification to the Contracting Officer.

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H. 2 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. 3 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 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.