Special_Situations_Investment_Manager_Services_-_PBGC01-RP-15-0017_Questions-_Responses_Final_2-13-15.docx

Solicitation PBGC01-RP-15-0017 Questions & Responses

GENERAL

(1) Will RFP responses be published? Can respondents request confidential treatment?

No, RFP responses will not be published. All Government records are subject to the Freedom of Information Act (FOIA). The awardee’s proposal will be incorporated by reference into the resultant contract.

SECTION C

(1) General Question regarding Statement of Work:

· To the extent certain details of the scope of services are not set forth in the RFP document or addressed in the Q&A, can the PBGC confirm that it would welcome the SSIM proposing such details in the context of its RFP response?

Response: Offerors may provide such details, but subject to the limitations in Section L of the RFP.

(2) General Question regarding Statement of Work:

· PBGC has broadly indicated the different assets classes anticipated to be within the scope of the SSIM. Can the PBGC provide further detail on the current composition of the proposed pool; i.e., largest asset classes by dollar amount, most commonly occurring asset class, total asset count, etc?

Response: The current composition of the portfolio is as follows and totals approximately $20 million and 29 individual positions:

· Direct Real Estate - $16.0 million – 12 positions

· Private Equity - $3.0 million – 8 positions

· Fixed Income $25,000 – 9 positions

This current portfolio composition list is subject to change at any time depending on current PBGC needs.

(3) General Question regarding Statement of Work:

· Given the potential for derivatives to be included within the pool of assets for which the SSIM is responsible for managing, does the PBGC anticipate that the SSIM will use (a) the PBGC’s own derivatives trading documentation with counterparties, or (b) the SSIM’s derivatives trading documentation with counterparties, including but not limited to ISDAs, Futures Agreements, etc.?

Response: The portfolio rarely receives derivative securities. However, in those instances where derivative positions are received, it generally consists of exchange traded derivatives. As such, the PBGC does not anticipate a need to execute derivatives trading documentation with counterparties.

(4) General Question regarding Statement of Work:

· As this RFP requires the performance of investment management services, can the PBGC please confirm how the SSIM can incorporate necessary and standard terms and provisions to clarify the parties’ obligations/expectations associated with the SSIM’s provision of investment management services?

Response: Offerors may include additional terms and conditions in Volume 3 Price Proposal, as appropriate. The Government’s terms and conditions can be found in FAR 52.212-4. Any potential awardees will be notified if the Government does not accept a proposed term or condition.

(5) Regarding Section C.1 (page 16 of 89) under “Background” which states the SSIM “has the responsibility for accepting certain assets for the Trust Fund as assigned by the PBGC”:

· If the SSIM determines in its professional judgment that it cannot perform the services with respect to a specific asset, what would the process be to agree next steps with PBGC with respect to such asset?

Response: As required in the RFP, the Contractor (SSIM) shall “…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.” If a conflict of interest exists, the Contracting Officer (CO) or Contracting Officer Representative (COR) shall be immediately notified in writing. Pending review of the conflict, the PBGC may seek to manage the asset through another PBGC contractor.

(6) Regarding Section C.1 (page 16 of 89), “Scope” paragraph states that SSIM shall develop “innovative liquidation and marketing strategies”.

· What are PBGC's strategic and organizational constraints regarding these strategies?

Response: Due to the divergent nature of assets within the portfolio and the specific circumstances of each asset, it is not possible to denote the PBGC’s strategic and organizational constraints that may impact each asset, however, there are rarely situations where an asset cannot be liquidated due to PBGC constraints. More often, there are delays in the marketing and sale of the asset until these constraints are resolved.

· Does the PBGC currently have a set of Investment Guidelines pertaining to this portfolio?

Response: No.

(7) Regarding Section C.1, (page 17 of 89), “Liquidation Strategy” paragraph which states that SSIM will be requested to “value assets, when required, for PBGC that it doesn’t specifically manage”.

· Can PBGC provide some additional context for such requests?

Response: Infrequently, the PBGC negotiates the settlement of amounts due to the PBGC from the termination of a pension plan and will be offered an illiquid or unusual asset as part of that settlement. PBGC may request the SSIM to value that asset.

· In such a scenario, what data/ information would be provided about these specific assets? Would the data be provided by the PBGC or another entity?

Response: Any and all data/information the SSIM requires for the valuation would be requested by the SSIM from the PBGC COR. Should the SSIM require any additional data/information, they would simply ask PBGC and PBGC would request that data/information and provide it to the SSIM upon receipt.

· Would the sectors and product types of these assets be identical to those within the Trust Fund, or would they include other new asset classes?

Response: These assets are considered part of the Trust Fund. Generally the sectors (e.g., equity and fixed income) and product types (e.g., real estate) of these assets may be similar to other assets in the Trust Fund, but the key differential is that they are generally illiquid and hard to value, while other Trust Fund assets generally have readily available valuations and liquidity.

(8) Regarding Section C.1, “Disaster Recovery”, (page 20 of 89) which states that “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”

· Can PBGC please specify what types of scenarios are envisioned here, and whether this language pertains to Disaster Recovery?

Response: The SOW Section C.1. Disaster Recovery is hereby revised to remove the following: “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.”

(9) Regarding Section C.1, “Disaster Recovery” (page 19 of 89), which states that “the Offeror shall provide a copy of its annual disaster recovery test report to the PBGC within 30 calendar days of the completion of the test”. Our firm keeps the results of its annual disaster recovery testing confidential.

· Is it sufficient to provide an annual high-level summation of our testing results for mission critical functions related to this assignment?

Response: A high level summary of the testing results is sufficient.

· If not, what would be the PBGC’s minimum requirements for disaster recovery test results reporting?

Response: A high level summary of the testing results is sufficient.

SECTION H

(1) Regarding Section H.1, “Assignment Procedures”, (page 22 of 89), point (d) which states that “The COR may modify assignments at his/her discretion, in writing.”

· Can the PBGC please specify the procedure by which such modifications would be communicated and applied?

Response: The COR does not have any authority to modify the contract in any way: per FAR 4.101, “Only Contracting Officers shall sign contracts on behalf of the United States.” Should the scope of work change, the Contracting Officer would negotiate with the authorized negotiator for the firm in accordance with the FAR.

· More generally, to the extent PBGC modifies the scope of work in a reasonably material manner after SSIM has been mandated, can PBGC confirm such modifications would be subject to reasonable consent of or negotiation with SSIM to ensure good service?

Response: See answer to question above.

(2) Regarding Section H.1, “Minimum Education And Experience Requirements For Personnel” (page 29 of 89):

· While our firm maintains internal requirements regarding minimum experience and educational backgrounds for certain positions, we prefer to not implement additional requirements at the request of external parties. Would the PBGC refuse to enter into a contract or terminate an existing contract if the firm is unable to confirm that all employees identified in this section have the minimum acceptable level of experience? Alternatively, can the SSIM notify the PBGC to the extent it anticipates an employee with less experience will provide services under the contract?

Response: The clause in Section H.1 is included in the solicitation; Offerors shall submit a proposal that meets the minimum requirements of this clause.

(3) Regarding Section H.3.b.1.ii, “Organizational Conflicts of Interest”, page 32 of 89, which states “if, under this contract, the contractor prepares a complete or essentially complete statement of work or specifications to be used in competitive acquisitions, the contractor is ineligible to perform or participate in any capacity in any contractual effort which is based on such statement of work or specifications. The contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer,”

· Can the PBGC please confirm that this does not apply to the selected respondents to this RFP?

Response: Offerors are required to comply with PBGC-03-002. The PBGC does not anticipate that the awardee will be involved with any aspect of this contract that would preclude it from proposing on other PBGC requirements.

(4) Regarding Section H.4.2 (Page 33 of 89)

· Can the PBGC confirm that each party would retain its preexisting Intellectual Property rights, and that PBGC acknowledges that SSIM provides similar investment management and advisory services to other clients and non-client-specific portions of certain deliverables may be used in such context?

Response: Yes, PBGC confirms that each party will retain its preexisting Intellectual Property rights.

(5) Regarding Section H.4.3 (Page 33 of 89)

· Can the PBGC please confirm that in the event the SSIM maintains its own Record Management framework, PBGC will review that framework and work with the SSIM to reach an agreement on this area?

Response: The awardee is required to follow and comply with all sections of PBGC-04-007. Offerors are reminded that these laws, regulations and policies are minimum requirements and the Offeror shall follow these laws, regulations and policies at a minimum. Offerors are not required to alter its internal policies so long as they comply with the previously mentioned laws, regulations and policies.

· More generally, to the extent SSIM has robust internal policies in areas where PBGC would have otherwise required the SSIM’s compliance with an external set of policies, can PBGC confirm that it will agree a way forward with SSIM that does not require SSIM to reject its existing internal policy, in the areas of recordkeeping (see Section H.4) or information security processes and training (see Section H.6) for example?

Response: See answer to question above.

(6) Regarding Section H.5 (Page 33 of 89)

· In order to provide PBGC with the best service, SSIM would like to leverage its global expertise and take advantage of its global resources. Can PBGC confirm that SSIMs working with its controlled affiliates (or any individual contingent worker) would not be subject to the subcontracting requirements?

Response: Offerors shall adhere to all laws and regulations in accordance with FAR 52.244-2 Subcontracts. If the Offeror is unsure of applicability, then the Offeror should submit, in writing, a description of its intent to use an affiliate and request a decision as to whether a subcontract is required to the CO or COR.

(7) Regarding Section H.6.a (Page 34 of 89)

· Since SSIM does not require Personally Identifiable Information (PII) to perform the services, and since the cost of compliance could increase fees, can PBGC confirm that PII will not be made available to SSIM?

Response: The PBGC does not anticipate the SSIM to handle PII during the resultant contract. However, PII may be provided in the course of valuing certain assets or the ability of an entity to pay.

(8) Regarding Section H.7:

· To the extent SSIM’s existing internal personnel staffing practices are robust and consistent in principle with PBGC’s requirements as set forth in the RFP; can PBGC confirm that it will work with the SSIM to agree to appropriate personnel/ staffing-related change procedures?

Response: Offerors are required to adhere to PBGC-37-001 Key Personnel (March 2012).

SECTION L

(1) Regarding Section L.18, “Page Limits” (page 80 of 89):

· Would certain requested attachments such as SSAE 16 or 10-K reports be included in these page limits?

Response: SSAE16 and 10-K reports are considered to be exhibits and will not count towards the proposal page limitation.

SECTION J

(1) Regarding Section J.1 (page 54 of 89):

· Will Offerors be notified if they progress onto Phase II?

Response: In accordance with FAR 15.503, Offerors will be notified in the event they do not advance to Phase 2.

(2) Regarding Section 2.1.B, question # 3, (page 59 of 89), which states “what are the minimum and maximum account sizes your firm shall accept for a liquidation assignment? State the reasons why.”

· Does “size” here refer to dollar amount of the assets or the count?

Response: In Section 2.1.B.3, “size” refers to dollar amount.

(3) Regarding Section 2.C (Page 61 of 89)

· Given the broad range of potential assets, each giving rise to a particular set of considerations/ interests, can PBGC confirm that it will advise SSIM of appropriate guidelines regarding best interests of PBGC/ stakeholders as proxy voting cases arise? For instance, having preferred equity versus a controlling stake would impact decision-making in voting.

Response: PBGC assumes that the Offeror will follow its internal proxy voting policy and guidelines. Should there be a case where there is a question or special consideration, PBGC will communicate any additional issues to consider with respect to that vote to the SSIM.

(4) Regarding Section 4.1 (Page 61 of 89)

· Client confidentiality restricts our ability to release the individual client names and identifying information. Can PBGC provide assurance that it will endeavor to maintain FOIA or related exemptions to this information if this information is provided in the RFP response and identified as confidential?

Response: Offerors’proposals contain source selection sensitive information and will not be released to the public. PBGC, however, must be able to evaluate the quality of each contractor’s recent and relevant work to assess the Past Performance evaluation factor. As described in the RFP, PBGC anticipates verifying the past performance information by contacting each Offeror’s submitted references. General client classifications do not help PBGC verify the quality of the contractor’s performance. If an Offeror does not comply with this section it will be assigned an “neutral” rating for the past performance factor, which may affect PBGC’s overall source selection decision.

· If the SSIM’s disclosure of certain client information is limited in accordance with client confidentiality policies and if we do not receive permission from our current clients, can we provide the type of client in lieu of actual client names?

Response: See answer to question above.

Proposal Due Date

The due date for receipt of proposals has been extended until February 20, 2015 at 9:00 am.