PBGC01-RP-17-0003_released.pdf

PAGE 1 OF 71 PBGC01-RP-17-0003

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 7900)

RATING

PAGE OF

PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

PBGC01-RP-17-0003 SEALED BID (IFB)

NEGOTIATED (RFP)

AUG 24, 2016 RQ-23-17-000004

RQ-23-17-000004

7. ISSUED BY CODE PD 8. ADDRESS OFFER TO (If other than Item 7)

PENSION BENEFIT GUARANTY CORP

PROCUREMENT DEPARTMENT

1225 I STREET NW

WASHINGTON DC 20005-4026

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

9. Sealed offers in original and 5 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 11:00

AM ET

local time SEP 28, (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawls: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

B. TELEPHONE (NO COLLECT CALLS)10. FOR

INFORMATION CALL

A. NAME

Robert Hufford AREA CODE

NUMBER

326-4000

EXT.

C. E-MAIL ADDRESS

Hufford.Robert@pbgc.gov

11. TABLE OF CONTENTS

(X) SEC. DESCRIPTION PAGES(S) (X) SEC. DESCRIPTION PAGE(S)

PART 1 - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 - 1 X I CONTRACT CLAUSES 34 - 40

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 - 7 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 8 - 23 X J LIST OF ATTACHMENTS 41 - 42

X D PACKAGING AND MARKING 24 - 24 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 25 - 25 X K REPRESENTATIONS, CERTIFICATIONS AND OTHER 43 - 55

F DELIVERIES OR PERFORMANCE - STATEMENTS OF OFFERORS

X G CONTRACT ADMINISTRATION DATA 26 - 26 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 56 - 66

X H SPECIAL CONTRACT REQUIREMENTS 27 - 33 X M EVALUATION FACTORS FOR AWARD 67 - 71

OFFER

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%)

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER

15A. NAME AND

ADDRESS OF

OFFEROR

(Type or print)

15B. TELEPHONE NUMBER 15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT

AREA CODE NUMBER

EXT. FROM ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c) 41 U.S.C. 3304(a)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified

ITEM

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER(Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

(Signature of Contracting Officer)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice. (Must be fully completed by offeror)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 6/2014)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

SCHEDULE Continued

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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The item(s) below are used for PBGC internal funding purposes only. The official Contract Line Item Number (CLIN) schedule follows in the Pricing Schedule. The Contractor shall invoice in accordancee with the official CLIN schedule and clause PBGC 52.232-7000.

0001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance is 12 months from date of award.

Period of Performance: 12/15/2016 to 12/14/2017

1.00 EA

OPT

1001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance is 12 months.

Period of Performance: 12/15/2017 to 12/14/2018

1.00 EA

OPT

2001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance is 12 months.

Period of Performance: 12/15/2018 to 12/14/2019

1.00 EA

OPT

3001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance is 12 months.

Period of Performance: 12/15/2019 to 12/14/2020

1.00 EA

OPT

4001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance is 12 months.

Period of Performance: 12/15/2020 to 12/14/2021

1.00 EA

Table of Contents

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SECTION B SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 STATEMENT OF OBJECTIVES (SOO)

SECTION D PACKAGING AND MARKING

D. 1 PBGC 52.247-7000 PACKAGING AND MARKING (JAN 2012)

SECTION E INSPECTION AND ACCEPTANCE

E. 1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

E. 2 PBGC 52.246-7000 INSPECTION AND ACCEPTANCE OF DELIVERABLES (JAN 2012)

SECTION G CONTRACT ADMINISTRATION DATA

G. 1 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

G. 2 PBGC 52.232-7000 SUBMISSION OF INVOICES (JAN 2012)

SECTION H SPECIAL CONTRACT REQUIREMENTS

H. 1 PBGC 52.204-7000 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014)

H. 2 PBGC 52.209-7000 HANDLING SENSITIVE INFORMATION (MAR 2016)

H. 3 PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (OCT 2004)

H. 4 PBGC 52.215-7003 EXPENSES RELATED TO PROPOSAL SUBMISSION (OCT 2004)

H. 5 PBGC 52.237-7000 KEY PERSONNEL (MAR 2012)

H. 6 PBGC 52.237-7002 FITNESS DETERMINATION (APR 2016)

H. 7 PBGC 52.237-7005 INFORMATION SECURITY TRAINING (MAR 2016)

H. 8 PBGC 52.237-7007 DISPLAY OF PBGC IDENTIFICATION BADGES (FEB 2013)

SECTION I CONTRACT CLAUSES

I. 1 52.202-1 DEFINITIONS (NOV 2013)

I. 2 52.203-3 GRATUITIES (APR 1984)

I. 3 52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

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

I. 5 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST (DEC 2011)

I. 6 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (APR 2014)

I. 7 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

I. 8 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JULY 2013)

I. 9 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAY 2015)

I. 10 52.216-1 TYPE OF CONTRACT (APR 1984)

I. 11 52.223-6 DRUG-FREE WORKPLACE (MAY 2001)

I. 12 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)

I. 13 52.232-1 PAYMENTS (APR 1984)

I. 14 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

I. 15 52.232-11 EXTRAS (APR 1984)

I. 16 52.232-18 AVAILABILITY OF FUNDS (APR 1984)

I. 17 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

I. 18 52.233-1 DISPUTES (MAY 2014)

I. 19 52.242-13 BANKRUPTCY (JUL 1995)

I. 20 52.243-1 III CHANGES--FIXED-PRICE (AUG 1987)--ALTERNATE III (APR 1984)

Table of Contents

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I. 21 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--

COMMERCIAL ITEMS (JUN 2016)

I. 22 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I. 23 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I. 24 52.233-3 PROTEST AFTER AWARD (AUG 1996)

I. 25 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)

I. 26 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

SECTION J LIST OF ATTACHMENTS

J. 1 LIST OF ATTACHMENTS

SECTION K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS

K. 1 52.204-17 OWNERSHIP OR CONTROL OF OFFEROR. (NOV 2014)

K. 2 52.204-20 PREDECESSOR OF OFFEROR (APR 2016)

K. 3 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)

K. 4 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (JULY 2013)

K. 5 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS--COMMERCIAL ITEMS (APR 2016)

SECTION L INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

L. 1 INSTRUCTIONS TO OFFERORS

L. 2 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013)

L. 3 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 2015)

L. 4 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MANAGEMENT (JUL 2015)

L. 5 52.212-1 INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS (OCT 2015)

L. 6 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

L. 7 52.233-2 SERVICE OF PROTEST (SEP 2006)

L. 8 PBGC 52.215-7010 SUBMISSION OF PROPOSALS - ELECTRONIC (JAN 2016)

SECTION M EVALUATION FACTORS FOR AWARD

M. 1 52.212-2 EVALUATION--COMMERCIAL ITEMS (OCT 2014)

M. 2 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

M. 3 PBGC 52.215-7009 REFERENCE AND EVALUATION (OCT 2004)

M. 4 EVALUATION FACTORS

PAGE 5 OF 71 PBGC01-RP-17-0003

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B. 1 PRICING SCHEDULE

PAGE 6 OF 71 PBGC01-RP-17-0003

The Contractor shall provide the personnel and services necessary to perform the services to the performance standards described in the SOO. This is a firm fixed-price contract.

Base Year -

CLIN DESCRIPTION UNIT QTY PRICE PER UNIT TOTAL

0001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance 12 Months

Month 12

OPTION Year 1 -

1001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance 12

OPTION Year 2 -

2001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of

PAGE 7 OF 71 PBGC01-RP-17-0003

Performance 12

OPTION Year 3 -

3001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance 12

OPTION Year 4 -

4001 Contractor shall provide Investment Consulting Services in accordance with the SOO, Section C - FFP. Period of Performance 12

PAGE 8 OF 71 PBGC01-RP-17-0003

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C. 1 STATEMENT OF OBJECTIVES (SOO)

PAGE 9 OF 71 PBGC01-RP-17-0003

INSTRUCTIONS TO OFFEROR ON USE OF THE SOO:

• The Statement of Objectives (SOO) provides basic, top-level objectives of a procurement. It highlights the Government’s desired outcomes, parameters and constraints. It does not identify how those objectives will be met and every task involved. It allows the contractor to develop a unique solution to accomplish the Government’s identified objectives.

• Performance Work Statement: PBGC requires the Contractor to develop a Performance Work Statement (PWS) with a Government Quality Assurance Surveillance Plan (QASP) that reflects the Contractor’s unique service solution that meets the objectives of the SOO.

• The Offeror shall use the SOO to prepare and submit their Performance Work Statement (PWS) and Government Quality Assurance Surveillance Plan (QASP) reflecting their proposed service solution (A PWS/QASP Template is posted with this solicitation).

• QASP: PBGC requires the Contractor to develop a Government Quality Assurance Surveillance Plan (QASP) that includes a set of measures that will be used to measure the Contractor’s performance on contract. These measures do not have to be for every task and deliverable but must be aligned to the performance areas and objectives of the SOO and measure key metrics that ensure successful contract performance.

• The Offeror shall incorporate the objectives, performance areas, parameters, deliverables and constraints identified in the SOO into their proposed PWS.

• The SOO in Section C of this solicitation will be removed and replaced in the contract with the awardee’s proposed PWS. The PWS will become the enforceable document of the anticipated contract.

PAGE 10 OF 71 PBGC01-RP-17-0003

TITLE: Statement of Objectives (SOO), Investment Consulting Services

1. Introduction and Purpose:

1.1. The Corporate Investments Department (CID) of the PBGC is responsible for managing the PBGC Investment Program (the “Program”) in accordance with a Board-approved Investment Policy Statement (IPS) that establishes performance objectives, risk tolerance levels, asset allocation, and other guidelines for the Program, (see Section J, Attachment 1, IPS). In fulfilling this responsibility, employees of the PBGC and external investment managers retained to manage separate and commingled accounts for the PBGC are required to manage Program assets with care, skill, prudence, and diligence consistent with legal requirements and industry standard best practices. CID personnel must apply this standard of care in their evaluation and oversight of external investment managers, counterparties, custodian bank, and all other entities that participate in the Program.

1.2. The purpose of this procurement is to obtain investment consulting services in support of the Pension Benefit Guaranty Corporation that will significantly improve the Pension Benefit Guaranty Corporation’s investment program and support the achievement of its performance objectives.

2. Scope:

2.1. The Contractor shall provide the PBGC with a wide range of investment consulting services aligned to a set of performance areas that meet the objectives set forth in the Statement of Objectives (SOO). The Performance areas include:

• Investment Policy

• Asset Allocation

• Asset Liability Analyses

• Investment Structure

• Investment Manager Selection & Evaluation

• Asset Transfer

• Procurement

• Special Studies & Advice

• Communications

• Investment Performance Measurement

3. Period and Place Performance:

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3.1. Period of Performance: The anticipated contract period of performance will be a base period of twelve months from date of award, to include four (4) additional one-year option periods.

3.2. Place of Performance: Place of Performance - Contractor facilities with a minimum of one full-time contractor consultant located on-site at PBGC, 1200 K Street NW, Washington DC 20005. See key personnel requirements in Section H.5.

4. Background:

The Employee Retirement Income Security Act of 1974 (ERISA) established the Pension Benefit Guaranty Corporation (PBGC) as a federal corporation to encourage the growth of defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum. Defined benefit pension plans promise to pay a specified monthly benefit at retirement, commonly based on salary and years on the job. The PBGC, a wholly owned United States Government corporation, administers the insurance program and termination process for most private-sector defined benefit pension plans that are tax-qualified under the Internal Revenue Code. The PBGC is headed by a Director who reports to a board of directors consisting of the Secretaries of Labor, Commerce, and Treasury, with the Secretary of Labor as Chairman. General tax revenues do not fund PBGC. The PBGC collects insurance premiums from employers that sponsor insured pension plans, earns money from investments and receives the assets of the pension plans it terminates.

The strategic objectives of the PBGC are to preserve plans and protect pensions, pay timely and accurate benefits and maintain high standards of stewardship and accountability across the program.

Description of the PBGC Investment Management Program

The Program is structured as a manager-of-managers program. No assets are managed internally and the PBGC uses institutional investment management firms to invest its assets. The PBGC continuously reviews and evaluates manager performance and conducts extensive due diligence to ensure satisfaction of performance standards and compliance with guidelines.

The general structure of the Program is described by the following portfolio tree.

• Total Fund o Total Non-Fixed Income

Global Public Equity

• US Public Stock o Large Cap o Small Cap o All Cap

PAGE 12 OF 71 PBGC01-RP-17-0003

o US REITs

• International Public Stock o EAFE o Canada o Emerging Markets

• Public Stock Transition Inherited Private Market Assets o Fixed Income US Fixed Income

• Revolving Fund o Treasuries o TIPS o Cash

• Long Duration Fixed Income

• Core Fixed Income

• High Yield

International Fixed Income

• Developed Market Fixed Income

• Emerging Market Fixed Income

Fixed Income Transition Money Market Securities

Additional details on the structure, composition, and features of the Program follow:

• Single Employer and Multiemployer Programs: The PBGC insures two types of defined benefit pension plans in two separate insurance programs. Single employer pension plans are pensions that employers set up only for people who work for their company. Multiemployer pension plans, often maintained under collective bargaining agreements, cover workers of more than one employer, usually companies in the same industry, such as construction, trucking or coal mining. The assets and liability streams of the Single Employer and Multiemployer Programs are separate. The Multiemployer Program’s assets are represented by a minority portion of the Revolving Fund (defined below). The Single Employer Program’s assets are represented by the majority of the Revolving Fund plus the entirety of the Trust Fund (defined below).

• Revolving Fund: The PBGC collects insurance premiums from corporations for guaranteeing their defined benefit pension plans. By law, those premiums must be held in the Revolving Funds and invested solely in U.S. Treasury securities.

The U.S. Bureau of Public Debt is the custodian for the Revolving Funds.

• Trust Fund: The Trust Fund holds investment assets of terminated Single Employer pension plans transferred to the PBGC. The Trust Fund is primarily comprised of Global Public Equity, Fixed Income (ex. Revolving Fund), Cash (ex.

Revolving Fund), Transition Accounts, and Inherited Private Market assets. A significant amount of the Trust Fund assets are held in separate accounts at

PAGE 13 OF 71 PBGC01-RP-17-0003

PBGC’s primary custodian, State Street Bank & Trust (SSB).

• Global Public Equity: There are sixteen investment mandates, of which two are separate accounts and the remaining fourteen are commingled funds. Five of the commingled funds are actively managed while the remaining nine are passively managed. The Global Public Equity portfolio encompasses US Publicly Stock, US Public REITs, International Public Stock, as well as derivatives and foreign exchange (FX).

• Fixed Income: There are twenty nine separate Fixed Income mandates, of which three are commingled funds and the remaining twenty six are separate accounts. The three commingled funds are passively managed while all twenty six separate accounts are actively managed. The Fixed Income portfolio encompasses the Revolving Fund (Treasuries, TIPS), Long Duration, Core, High Yield, Developed Markets, Emerging Markets, as well as derivatives and FX.

• Cash: There are two primary cash accounts, one in the Revolving Fund and the other in the Trust Fund.

• Inherited Private Market Assets: Inherited Private Market assets primarily consist of private equity and private real estate and include a diversified mix of partnerships and direct holdings. The books of record for these assets are held at two major custodians. There are approximately 750 separate Private Market investments of various structures that include, but are not limited to, limited partnerships, direct holdings, and closed end funds. The PBGC does not have an active alternatives program (e.g., the PBGC does not commit new funds to Private Market investments).

• Cash Collateral Funds – Securities Lending: There is one cash collateral fund managed by SSB for the PBGC and three cash collateral funds managed by BlackRock Institutional Trust Company, N.A. (BlackRock). Each collateral fund is generally invested in fixed income securities.

• Current Equity, Fixed Income and Private Market Index Benchmarks: The Program utilizes benchmark data provided by Russell, S&P, Dow Jones, MSCI, MSCI GICS, Barclays Capital, JP Morgan, NYSE, and NASDAQ. The PBGC currently has separate license agreements with MSCI, MSCI GICS and Russell.

• Custodians: The U.S. Bureau of Public Debt is the custodian for the Revolving Funds. The custodian for the majority of Trust Fund assets is SSB. PBGC Contractors serve as the book of record for investment monitoring purposes of the Private Market portfolios.

• Pricing Sources: The PBGC outsources pricing to its custodians. Well recognized and established pricing providers (typically separate entities from the

PAGE 14 OF 71 PBGC01-RP-17-0003

custodians) are utilized for the majority of assets in the Program.

• Number of Managers: There are approximately nineteen (19) separate investment firms managing or monitoring assets on behalf of the PBGC.

• Overall Portfolio: The portfolio is currently invested with approximately 70% of its assets in fixed income securities and the majority of the balance of the portfolio is invested in equities and other non-fixed income assets. The PBGC has two private equity managers that monitor/manage the private investments that PBGC has inherited from terminated pension plans. In addition, the PBGC also has a special situations manager to assist in managing and liquidating special assets.

5. Performance Objectives, Goals and Outcomes:

Objectives are aimed at satisfying specific business needs of the PBGC with respect to managing the Program and complying with the PBGC IPS. The Contractor will also support the PBGC's corporate mission in a number of ways, including:

Goal 1: Preserving Plans and Protecting Pensioners.

Goal 2: Paying Timely and Accurate Benefits.

Goal 3: Maintaining High Standards of Stewardship and Accountability.

The Offeror shall provide an investment advisory service solution to PBGC’s CID. The Offeror shall provide ongoing advice, analysis and support on investment matters to achieve the following Objectives:

5.1. Investment Policy:

Provide advice on PBGC's investment program and policies including detailed analysis, recommendations and summary reports on strategies, structures and approaches, to enable the Corporation to formulate and achieve its investment objectives. Historically this analysis has been completed approximately every 1 to 3 years.

5.2. Asset Allocation:

Provide detailed analysis and periodic reports in accordance with the Special Studies and Advice (section 5.8) to assist the PBGC in making long term asset allocation decisions. This shall include evaluations of standard asset classes (i.e. domestic and international stocks and bonds, cash) as well as private market asset classes (i.e.

real estate, hedge funds, venture capital, private equity), their expected returns, correlations, volatility, liquidity, costs and their impact on the achievement of the Corporation's investment objectives. Special emphasis in asset allocation analysis will be paid to trust liabilities. Historically this analysis has been completed approximately every 1 to 3 years.

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5.3. Asset Liability Analyses:

Develop and maintain a computer model specific to the PBGC to model and evaluate how alternative investment strategies might impact the future financial situation of the PBGC. The Offeror shall also provide ongoing advice, as well as specific analysis of the Corporation's liability structure and alternative strategies to effectively manage and control that risk. The Offeror shall be prepared to provide analysis using Liability Driven Investment (LDI) techniques. Historically this analysis has been completed approximately every 1 to 3 years.

5.4. Investment Structure:

Within sixty (60) days of contract award date, and approximately every 3 years, unless otherwise requested, the Offeror shall provide a detailed analysis and summary reports related to the structure of PBGC's investment managers (i.e., number of investment managers, manager style, active versus passive management, relationship with liabilities, cost structures, etc.) Historically this analysis has been completed approximately every 1 to 3 years.

5.5. Investment Manager Selections and Evaluation:

The Offeror shall provide, within sixty (60) days of contract award date, an initial review of PBGC's investment managers. In addition, the Offeror shall maintain a database of institutional grade investment managers in various asset classes. The Offeror shall provide access to software that allows PBGC staff to screen investment managers, evaluate historical performance and style adherence, and analyze PBGC's investment structure. Further, the Offeror shall, as appropriate, provide detailed analyses and summary reports on existing and prospective managers and shall continuously monitor those managers and update its database for current performance and events. The Offeror shall provide PBGC with additional analyses, updates, and recommendations after any event which may impact PBGC's portfolio or investment managers.

5.6. Asset Transfer:

The Offeror shall provide advice, analysis, reports and assistance on the most efficient means of effecting the transfer of assets from newly trusteed pension plans and on the reallocation of the Corporation's assets. This shall include portfolio analysis, liquidation alternatives, transaction monitoring, and price verification. The Offeror shall also assist the PBGC in marketing liquid investments by locating potential purchasers or managers of these investments. While this service has been utilized infrequently in the past, it has not been utilized in recent years and no use is anticipated at this time.

5.7. Procurement:

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Serve, if requested, as a technical advisor to any Technical Evaluation Panel involved in the evaluation and selection of investment management services. In that capacity, the Offeror may be requested to supply such administrative and investment support as needed to comply with Federal Acquisition Regulations. Historically, this service has been required as contracts are re-competed or as new investment mandates are implemented. While this need has been frequent in recent years, it is expected to lesson over the course of this contract.

5.8. Special Studies and Advice:

The Offeror shall provide PBGC with additional studies and advice, to assist the Corporation in fulfilling its mission. This shall include information on master custodians, evaluation of and assistance in negotiating manager and custodian fees, interpreting and recommending action based on output from a third party investment risk management system, transition management services and industry models, special reports on alternative asset classes and other investment related studies.

This may also include a review and analysis of PBGC's transaction costs and those incurred by its investment managers, including commission, foreign exchange, and market impact costs. The PBGC must have reasonable access to all of the Offeror’s resources necessary for special projects, assignments and inquiries. Historically, these special studies have been completed multiple times a year and are may be driven by events that are unpredictable, such as market events or projects directed by the Advisory Committee or PBGC Board of Directors.

5.9. Communications:

The Offeror shall also attend PBGC Advisory Committee meetings and Board of Directors meetings, and shall present its analyses, reports, and recommendations at these meetings. Historically the Contractor has presented at a majority of the Advisory Committee meetings while presentations at Board meetings have been infrequent. The PBGC may, at its discretion, utilize other investment advisory/consulting services offered by the Offeror as is normal in a general consulting relationship. The Offeror shall not delegate its fiduciary responsibilities assumed under the Contract. The Offeror shall provide at least two (2) primary contacts for the PBGC, not including the on-site consultant(s).

The Offeror shall meet with PBGC staff in Washington, D.C. at least one (1) time within the first ninety days of the contract period. Thereafter, meetings will generally be held in Washington at least once every sixty days with PBGC staff and/or PBGC's Advisory Committee. Special presentations to the PBGC's Advisory Committee, Board of Directors or executive staff may also be requested.

5.10. Investment Performance Measurement:

The Offeror shall provide detailed review and analysis of PBGC's investment performance, and that of its investment managers, and provide a series of quarterly

PAGE 17 OF 71 PBGC01-RP-17-0003

and monthly performance reports. These analyses shall include appropriate universe comparisons, style indices, standard and custom asset-based benchmarks, custom liability-based benchmarks, attribution analysis, market analysis and such other reports as are necessary to evaluate the results of the Corporation's investment program. The Offeror shall also produce executive presentations of PBGC performance.

5.10.1. Quarterly Performance

Provide quarterly investment performance reports. The Offeror shall review and analyze quarterly returns, review and analyze investment managers, review draft materials, collect PBGC comments and edits, and produce final quarterly investment reports. These reports shall be completed by the first business day of the second month following the end of each calendar quarter, unless an extension is requested in writing and approved in advance in writing.

5.10.2. Monthly Performance

Provide monthly performance reports. The Offeror shall review and analyze monthly returns, review the draft performance materials, collect and incorporate PBGC comments and edits, and produce the final monthly reports. These reports shall be completed by the 15th business day of the month following the end of each month.

6. Constraints:

This section documents constraints that have been identified for this requirement.

While attempts have been made to make this list accurate and comprehensive as of the submission date of this RFP, it must be recognized that these constraints may change over the life of the contract, and the Contractor must accommodate changes in constraints as they occur.

6.1. Project Management Plan (PMP):

The Offeror shall list, as deliverable Number 1 in the Deliverable table of the PWS, a Project Management Plan (PMP) (e.g., a Gantt chart) to be delivered within 10 days after contract award. The PMP shall be in writing and include a description of how the plan will be used by the contractor to manage the work in meeting the PWS performance areas, tasks and deliverables. Essentially, a PMP breaks down each of the requirements in the PWS into several tasks that need to be accomplished to achieve the overall requirement. The actual PMP is not part of the proposal, but when delivered it must meet the following criteria:

• For each deliverable item in the PWS, the Contractor shall define a task or series of tasks (i.e., work packages). The work packages shall define all of the work necessary to complete the specific deliverable. Work packages shall be defined in such a way that the scope of the work package will not need to

PAGE 18 OF 71 PBGC01-RP-17-0003

be redefined during the execution of the project. Additional work shall be added by additional work packages.

• For each work package, the Contractor shall specify a beginning and ending date. Where a work package cannot begin until a different work package is started or completed, the Contractor shall note that relationship in the description of the work in the work package. Dates may be identified in terms of number of days after award, actual calendar dates, or some other methodology which is consistently applied and which is acceptable to PBGC.

6.2. Deliverables and Delivery Schedule:

The Contractor shall provide, at a minimum, the following deliverables and incorporate them into the PWS. Other deliverables may be added to the list of deliverables for consideration in the technical approach proposed. The due dates included in the following deliverable schedule are estimates and may be established or adjusted with prior written approval by the PBGC’s Contracting Officer's Representative (COR).

DEL DESCRIPTION DUE DATE

1. Project Management Plan (PMP) (See paragraph 6.1) 10 Days after award

2. Investment Policy (See paragraph 5.1)

Provide advice, analysis and recommendations on PBGC’s investment program and policies.

To Be Determined (TBD)

Approximately every one to three years

3. Asset Allocation Analysis Report (See paragraph 5.2)

Provide detailed analyses and periodic reports in accordance with the Special Studies and Advice section to assist the PBGC in making long term asset allocation decisions.

TBD

to three years

4. Asset Liability Analysis Model (See paragraph 5.3)

Develop and maintain a model to evaluate how alternative investment strategies might impact

TBD

to three years

PAGE 19 OF 71 PBGC01-RP-17-0003

the future financial situation of the PBGC.

Provide ongoing advice and analysis.

5. PBGC Investment Structure Report (See paragraph 5.4)

Provide detailed analysis and summary report related to the structure of PBGC's investment managers.

Within 60 days after date of contract and approximately every 3 years, unless otherwise requested.

6. Manager Selection and Evaluation Report (See paragraph 5.5)

Provide detailed analysis of PBGC’s current and prospective investment managers.

Continuously monitor those managers, and provide PBGC with analysis and recommendations.

Within 60 days after date of contract

7. Asset Transfer (See paragraph 5.6)

Provide advice, analysis, reports and assistance on the most efficient means of effecting the transfer of assets. Assist in marketing illiquid assets and the actual transfer of assets from newly terminated pension plans.

TBD

Anticipated to be infrequent

8. Procurement (See paragraph 5.7)

Serve as a technical advisor to any Technical Evaluation Panel.

TBD

Dependent on, among other things, contract expiration and new mandates.

9. Special Studies (see paragraph 5.8)

Multiple times per year.

10. Presentations (See paragraph 5.9)

Special presentations at PBGC Advisory committee and Board of Directors.

Typically, at a minimum at the majority of Advisory Committee meetings (which occur approximately 6 per year).

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11. Investment Risk & Performance Measurement Reports (See paragraph 5.10.1):

Quarterly performance reports detailing PBGC's investment performance and the performance of its investment managers.

By the first business day of the second month following the end of each calendar quarter unless an extension is requested in writing and approved in advance in writing by the

COR.

12. Investment Risk & Performance Measurement Reports (See paragraph 5.10.2):

Monthly performance reports detailing PBGC's investment risk & performance and the performance of its investment managers.

Monthly performance reports within 15 business days after each month end.

13. Provide PBGC staff with market, investment manager, and regulatory updates.

After any relevant market, regulatory, manager event.

14. PBGC Investment Data

Assist PBGC with the preparation and collection of investment data for PBGC annual reports.

Within 30 days of fiscal year end

15. A copy of the Contractor’s annual Disaster Recovery test report (See paragraph 6.5)

Within 30 calendar days of the completed test.

16. Contractor’s current or revised Disaster Recovery Plan (6.5)

Within 60 days of the completed test

Note: The dates for the deliverables will be established after contract award in agreement between the COR and the Contractor. Deliverables 2-4 are typically related to review and approval of the Investment Policy Statement (IPS). The Board is required to review the IPS at least every two years and approve the IPS at least every four years.

Although the IPS was last approved in 2015, the PBGC Board may make changes to the Investment Policy Statement as it deems appropriate.

Other Reporting Requirements:

Provide PBGC COR with a status and productivity report at the end of each quarter. The report shall include details on any projects completed or in the

No later than 45 days after each quarter end.

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process of being completed for PBGC by the Contractor.

Deliverable Review Periods:

The government will have up to ten (10) business days, unless specifically shortened or extended by written notification, to review each document deliverable product and provide oral and written comments. The Contractor shall review and incorporate comments or implement directed changes, after discussion or clarification from the COR and submit a final version of the product no later than ten

(10) business days thereafter.

NOTE: All stated days for product delivery and government review, unless denoted otherwise, are stated in business days.

6.3. Applicable Documents:

The documents that apply to this SOO are listed below. These documents have been designated mandatory or informational. The contractor shall follow these publications listed as mandatory, along with applicable Federal, State and local laws.

The contractor must be guided by those documents listed as informational, along with industry standards, rules and regulations, to the extent necessary to perform the work described in the SOO and the Offeror’s proposed PWS.

Publications:

Applicability Publication No.

Title Version/ Part

Date Where to Obtain

M PBGC RMF PBGC Risk Management Framework Process

ALL May 2016 Posted with this solicitation

M PBGC Directive

IM 10-03

Protecting Sensitive Information

ALL 4/23/08 http://www.pbg c.gov/docs/IM_1 0_3.pdf

M NIST SP800-53

rev. 4

Security and Privacy Controls for Federal Information Systems and Organizations

ALL April 2013 http://nvlpubs.ni st.gov/nistpubs/ SpecialPublicatio ns/NIST.SP.800- 53r4.pdf

M NIST SP800-53A Security Assessment and Authorization

ALL 12/18/2014 http://csrc.nist.g ov/groups/SMA/ fisma/assessmen t.html

PAGE 22 OF 71 PBGC01-RP-17-0003

Policies and Procedures

M FIPS Publication

Standards for Security Categorizatio n of Federal Information and Information Systems

ALL 02/2004

http://csrc.nist.g ov/publications/f ips

M PBGC IT

Security and Privacy Policies and Procedures

As Applicable

Current Posted with this solicitation

I PBGC

Investment Policy Statement

ALL 2015 Posted with this solicitation

I Federal Information Security Management Act (FISMA) of 2002

As Applicable

Current http://csrc.nist.g ov/drivers/docu ments/FISMA-final.pdf

I Internal Revenue Code (IRC)

As Applicable

Current https://www.irs.

gov/Tax- Professionals/Ta x-Code,- Regulations-and- Official-Guidance

I OMB Circulars A-123, A-127, and A-130

As Applicable

Current https://www.whi tehouse.gov/om b/circulars_defa ult/

I NIST Special Publications 800-18, 800-30 and 800-37 rev.1

As Applicable

Current http://csrc.nist.g ov/publications/ PubsSPs.html

I National automated Clearing House Association

(NACHA)

standards

As Applicable

Current https://www.fisc al.treasury.gov/f sservices/instit/p mt/ach/ach_ho me.htm

M=Mandatory, I=Informational

6.4. Key Personnel

6.4.1. The Offeror shall propose and, if awarded the contract, shall maintain Key Personnel in compliance with clause PBGC 52.237-7000.

PAGE 23 OF 71 PBGC01-RP-17-0003

6.5. Disaster Recovery:

The Offeror is required to have and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications.

Such plan shall be tested and updated annually. The Offeror shall provide a copy, or summary thereof, of the annual test results to the PBGC within 30 calendar days of the completion of the test. A copy, or summary thereof, of the current or revised plan shall be provided to PBGC within 60 calendar days of the completion of the test. The disaster recovery plan shall include, but not be limited to, the following:

6.5.1. Emergency response procedures, including:

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

6.5.1.2. Identification of disaster recovery teams; and

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

6.5.2. Backup site activation procedures which identify:

6.5.2.1. Backup site locations; and

6.5.2.2. Backup site activation processes.

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

6.6. Educational Conferences:

If available, the Contractor may propose providing up to six (6) slots in any educational conferences it may offer to client as part of the normal contract cost.

This opportunity 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 will pay the travel, lodging, per-diem, and other subsistence expenses (e.g., if meals are not offered to all attendees as part of the conference) for its employees who participate at such conferences. PBGC will advise the contractor of its acceptance or declination of slots offered at educational conferences.

PAGE 24 OF 71 PBGC01-RP-17-0003

SECTION D

PACKAGING AND MARKING

D. 1 PBGC 52.247-7000 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.

PAGE 25 OF 71 PBGC01-RP-17-0003

SECTION E

INSPECTION AND ACCEPTANCE

E. 1 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE (AUG 1996)

(Reference 52.246-4)

E. 2 PBGC 52.246-7000 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.

PAGE 26 OF 71 PBGC01-RP-17-0003

SECTION G

CONTRACT ADMINISTRATION DATA

G. 1 PBGC 52.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (JAN 2012)

The Contracting Officer's Representative (COR) is TBD who may be reached atTBD . 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. 2 PBGC 52.232-7000 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.

(End of Clause)

PAGE 27 OF 71 PBGC01-RP-17-0003

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H. 1 PBGC 52.204-7000 MANAGEMENT AND RETENTION OF PBGC RECORDS (SEP 2014)

1. Records defined: Records include all books, papers, maps, photographs, machine readable materials, or other documentary materials, regardless of physical form or characteristics, made or received by an agency of the United States Government under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations, or other activities of the Government or because of the informational value of data in them. 44 U.S.C. Section 3301. The contractors retention and management of records relating to the negotiation, management, and administration of this contract shall be governed by FAR Subpart 4.7, notwithstanding the requirements of this clause.

2. The Contractor shall treat all records as the property of PBGC for which PBGC shall have unlimited rights to use, dispose of, or disclose such data contained therein, unless otherwise indicated in this contract, as the agency determines to be in the public interest.

3. The Contractor agrees to comply with Federal and PBGC records management policies, specifically PBGC Records Management Interim Guidance, available at: http://www.pbgc.gov/documents/Final-RM- Interim-Guidance-2012.pdf. This guidance includes the preservation and management of all records created or received regardless of format, mode of transmission, or state of completion. PBGC may consider the Contractors adherence to proper records management practices during performance evaluations.

4. The Contractor may not dispose of, transfer, move, alter, or otherwise affect the condition and custody of records without the prior written consent of the Contracting Officer or the Contracting Officers Representative (COR). Willful and unlawful destruction, damage, or alienation of Federal records is subject to the fines and penalties imposed by 18 U.S.C. Section 2071.

5. Subcontractor Flow-down: The Contractor and any subcontractor(s) are required to abide by this clause and all applicable Federal and PBGC records management directives, policies, and guidance.

H. 2 PBGC 52.209-7000 HANDLING SENSITIVE INFORMATION (MAR 2016)

(a) To the extent that the work under this contract requires the prime contractor employee to be given access to sensitive information, including personally identifiable information (PII) and controlled unclassified information (CUI), the contractor shall take measures necessary to restrict access to and safeguard such information from unauthorized use and disclosure.

1. For purposes of this clause, PII refers to any information about an identifiable individual maintained by the Pension Benefit Guaranty Corporation (PBGC), including but not limited to an individual's employment, medical and financial history, educational background, and family information that can be used to identify or trace an individual's identity, such as an individual's name, social security number, date and place of birth, mother's maiden name, and biometric records.

2. Controlled unclassified information (CUI) is information that laws, regulations, or Government-wide policies require to have access, safeguarding or dissemination controls, but excluding classified information. For these purposes, CUI includes PBGC records, pension plan, and participant records as well as any other Government information related to work pursuant to this contract and agency information related to existing, proposed, or contemplated legal, policy, program, operational, or similar matters.

(b) For the purposes of this clause, a "prime contractor employee" shall include any officer, partner, employee, or agent of the prime contractor.

(c) The contractor is bound by section (m) of the Privacy Act, 5 U.S.C. 552a(m) and as such, is considered under the Privacy Act to be an employee of the PBGC.