Pre Solicitation Attachment 1.pdf

Dra� 50310224R0006

SECTION C – DRAFT STATEMENT OF WORK

C-1 Introduction:

The Securities and Exchange Commission (SEC) is an independent federal agency charged with primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation’s stock and options exchanges, and other electronic securities markets in the United States. With its headquarters located in Washington, D.C., the agency’s functional responsibilities are organized into 5 Divisions and 16 Offices. The approximately 4,000 staff members are located in the Washington, D.C. area and 11 Regional Offices throughout the country.

C-2 Background:

In 1975, Congress passed Section 13(f) of the Securities Exchange Act of 1934 (the “Act”) in order to increase the public availability of information regarding the securities holdings of institutional investors. Congress believed that this institutional disclosure program would increase investor confidence in the integrity of the United States securities markets. Under Section 13(f), the Securities and Exchange Commission (“SEC”) has adopted Rule 13f-1 under the Act and Form 13F.

Rule 13f-1 requires an institutional investment manager to file electronically through the Electronic Database Gathering, Analysis, and Retrieval (EDGAR) system a report on Form 13F with the SEC, if: (1) the manager exercises investment discretion with respect to accounts holding certain equity securities, as defined in Rule 13f-1(c); and (2) the aggregate fair market value on the last trading day of any month of any calendar year of such equity securities is at least $100,000,000. Such filings must be made within 45 days after the last day of such calendar year and within 45 days after the last day of each of the first three calendar quarters of the subsequent calendar year.

Pursuant to Section 13(f)(4) of the Act, the SEC is required to make available to the public a list of all equity securities to be reported pursuant to Section 13(f), i.e., the “section 13(f) securities” that are defined in Rule 13f-1(c). Such list must be updated no less frequently than such reports are required to be filed with the SEC. (The Dodd-Frank Wall Street Reform and Consumer Protection Act added a new Section 13(f)(2) of the Act (dealing with certain short sale disclosure requirements) and redesignated paragraphs (2) (3), (4) and (5) of this section as paragraphs (3), (4), (5), and (6), respectively.)

C-3 Objective:

The SEC’s objective of this Contract is to allow the SEC to make public quarterly report consisting of a list of securities which complies with the requirements of Section 13(f) and Rule 13f-1 to be used by institutional investment managers in the preparation and filing of Form 13F with the SEC (such list, the “13F List”).

C-4 Scope of the 13F List:

Contractor shall provide services to the SEC in order to compile a 13F List which shall consist of the following:

A. The securities on each 13F List shall include (1) all securities that are “section 13(f) securities” within the meaning of Rule 13f-1(c) under the Act, and (2) such other securities as the SEC or its staff determine are to be included on the 13F List consistent with the requirements, policies and purposes of Section 13(f) of the Act and Rule 13f-1 thereunder.

B. With respect to each security on the 13F List, the list shall include:

1) Name of the issuer of the security;

2) Description of the title and class of the security issued (presented in a manner to be mutually agreed by the SEC and Contractor); and

3) Committee on Uniform Securities Identification Procedures (“CUSIP”) number of such security, if applicable.1

C. The securities on the 13F List should be organized alphabetically by name of the issuer.

In the case of any security with listed options, such security shall be listed before any such options and an asterisk may be placed next to such security’s name to indicate that it has one or more listed options.

D. In order to reflect securities that are added or deleted from the 13F List each quarter, revisions that have been made to the 13F List may be indicated in a column titled “STATUS.” The word “ADDED” may be included in this status column opposite the name of a particular security to indicate that such security has been included as a “13(f) security” in such 13F List since the date on which the most recent calendar quarter has ended (i.e., the end date of the calendar quarter to which the last published 13F List pertains). The word “DELETED” may be included in this status column opposite the name of a particular security in order to indicate that such security has ceased to be a “13(f) security” since the date on which the most recent calendar quarter has ended.

E. Each 13F List must be current as of the calendar end date of the calendar quarter to which such 13F List relates. Quarters in a year as follows:

Date Ranges Quarter Name

10/01/A Year - 12/31/A Year Q1 01/01/Next Year - 03/31/Next Year Q2 04/01/Next Year - 06/30/Next Year Q3 07/01/Next Year - 09/30/Next Year Q4

1 In order to comply with Sec�on 13(f) (and Form 13F as adopted by the Commission under this sec�on), the securi�es informa�on on the 13F List is required to include CUSIP numbers. Therefore, under current legal requirements, an alterna�ve unique securi�es iden�fier may not be subs�tuted.

Example of year and next year: Year – 2024 and Next year - 2025

F. Upon the SEC’s request, Contractor shall provide a glossary of any abbreviations contained in the 13F List.

C-5 Format of Each 13F List:

Each 13F List shall be submitted to the SEC in an electronic format acceptable to the SEC and accessible by the SEC staff. This electronic delivery shall be submitted both in textual (*.txt) and non-textual (*.pdf) format through well-known File Transfer Protocol (FTP) to the designated SEC business unit and that is consistent with the requirements, policies and purposes of Section 13(f) of the Act and Rule 13f-1 thereunder. The 13F list data in the .pdf format must exactly match with the data format currently published in the sec.gov. SEC will not be able to provide character spacing in each record of the 13F list. It is the vendor responsibility to extract the formatting (character spacing in each record) from the currently published .pdf file. A sample .txt and .pdf file can be given to the potential vendors if needed.

C-6 Data Sources Required to Compile the 13F List:

Contractor shall have all the proper controls and processes in place for the services required to produce the 13F List accurately and completely. Contractor is responsible for obtaining all the necessary data to create each 13F List (the “13F List Data”). The 13F List Data required includes, but is not limited to, access to CUSIP data for all of the securities to be included on each 13F List, including CUSIP numbers and standard descriptions. (CUSIP numbers and standard descriptions currently are maintained by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., on behalf of the American Bankers Association.)

Contractor is solely responsible for acquiring and maintaining sufficient rights to the 13F List Data, including any required licenses or permissions.

C-7 Annual Certification by Contractor:

No less than annually, Contractor shall provide the SEC with a written certification that describes the data compilation steps involved in the services required to produce each 13F List and the quality assurance measures it takes with respect to such services (e.g., Independent Verification and Validation (IV&V), edit checks, statistical sampling and/or change reports with respect to internal processes used to prepare the 13F List).

C-8 SEC Contact Person(s) for Data, Technical or Transmission Issues:

In case of any data, technical or transmission issues that arise in the course of Contractor’s preparation or delivery of a 13F List, Contractor should contact the COR and Alt-COR for this Contract.

C-9 Use of Information:

Contractor shall not release the 13F List to any party other than the SEC prior to publication (or other public dissemination, as appropriate) of such 13F List by the SEC. Contractor’s work to compile the 13F List should be in a controlled environment to ensure that the work product to be delivered is kept non-public prior to delivery of the 13F List to the SEC each calendar quarter and prior to publication of such calendar quarter’s 13F List by the SEC. The SEC recognizes that the 13F List is not confidential or non-public. Nevertheless, because Section 13(f)(4) of the Act and Rule 13f-1(c) thereunder require the SEC to make the 13F List publicly available, access to the 13F List must be timely and equitable per 44 U.S.C. § 3506. Accordingly, no person other than the SEC and Contractor may be permitted access to the 13F List, or the compiled data contained therein (e.g., preliminary, or interim drafts or versions), prior to the contemporaneous quarterly publication (or other public dissemination, as appropriate) of such 13F List by the SEC in accordance with the requirements of the Act and the rules promulgated thereunder.

Notwithstanding the above, this section does not preclude Contractor from using CUSIP data contained in a 13F List for other non-Form 13F purposes related to its business needs and/or operations.

C-10 Future 13F List Changes or Enhancements:

The parties recognize that the 13F List implements federal law and regulatory policies that may periodically change and that such changes may result in updates to the requirements of the 13F List to reflect such law and policies. (This includes current and future federal law and guidance pertaining to security in federal information systems.) It is also expected that, from time to time, the SEC will recommend enhancements to the 13F List, including enhancements to maintain compatibility with the SEC’s other systems (e.g., EDGAR), to keep the 13F List technologically up-to-date or improve the presentation of the information provided to the public in the 13F List.

Such recommendations should be governed by the Changes clause of this Contract. Therefore, Contractor agrees that it will make all reasonable efforts to make the changes or enhancements to the 13F List requested by the SEC or its staff.

SECTION F – DRAFT DELIVERIES OR PERFORMANCE

F.1 SEC 4003.01 SCHEDULE OF DELIVERABLES (JANUARY 2022)

SOW Task Deliverables Schedule Distribution C-4, C-5, C-

13F List Within 10 business days before the end date of each calendar quarter

COR/Alt-

COR/SEC

Identified POC

C-4, C-5, C-

Corrected 13F List

Within 3 business days after the SEC's list of corrections is received by Contractor

COR/Alt-

COR/SEC

Identified POC

C-7 Certification At least annually, no less than sixty calendar days before the end of the performance period of the contract

COR/Alt-

COR/SEC

Identified POC

Contractor shall submit all deliverables required under the contract to the SEC. Contractor shall be responsible for the quality of the data (13F list) in terms of data integrity, validity and veracity before submitting the data to the SEC. The SEC shall not be responsible for verifying the accuracy of the data received from the Contractor. All deliverables shall be formatted by the

Contractor and prepared in a non-textual (imaged) PDF format. The SEC will review all deliverables for formatting conformance only and will provide a list of formatting corrections to the Contractor within 20 business days. If the SEC does not provide the Contractor with a list of formatting corrections within 20 business days, the 13F List shall be considered to be accepted by the SEC. If additional formatting corrections to a 13F List are required after acceptance of such 13F List by the SEC, then the SEC shall provide a list of such formatting corrections to be included to Contractor as soon as practicable.

Contractor shall on an ongoing basis conduct IV&V of the data provided to the SEC so that the integrity, veracity and validity of the data remain intact. After publishing the data, if the SEC receives feedback(s) from the 13F list data consumers in regard to the data in question, the SEC will compile all public comments along with its own (if any) and will send them to the contractor for correction or justification. The Contractor shall re-deliver the corrected list as per the deliverable schedule and shall exercise due diligence to make sure the same or similar error(s) does not happen in the subsequent deliverables.

The deliverables specified in the table below are required and shall be delivered electronically to an SEC identified point of contact, the Contracting Officer’s Representative (COR) and the Alternate Contracting Officer’s Representative (ALT-COR) of the SEC’s Division of Investment Management.

F.2 PERIOD OF PERFORMANCE

The Period of Performance for this contract shall be from Date of Award through one year. The contract has four one-year options. At the end of the base year, if exercised, the first option will begin. If all options are exercised, the period of performance will not exceed a total of five years.

If exercised, the period of performance for each successive option will begin the day after expiration of the previous period. Exercise of any option requires a contract modification signed by the SEC Contracting Officer.