Sol_16PBGC25R0052.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

CID CODE 16. ADMINISTERED BYCODE

X

X

523940

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORPD

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

05/28/2025 1700 ED

05/13/2025

Diahanna Bradley (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

16PBGC25R0052

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 80 RQ2325000125OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

Washington DC 20024-2101 445 12th St SW Corporate Investments Depart

15. DELIVER TO

Washington DC 20024-2101 445 12th St SW

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$47

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

Procurement Department

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0001 CLIN 0001 - Active Emerging Market Equity Investment

See Section B.4 - Fee Schedule for fee tiers.

Delivery: 365 Days After Award

Continued ...

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

Diahanna Bradley

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT: REFERENCE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 11/2021) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0002 CLIN 0002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

Delivery: 365 Days After Award

1001 CLIN 1001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2027

1002 CLIN 1002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

2001 CLIN 2001 - Active Emerging Market Equity

Investment

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

80 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 80

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

16PBGC25R0052

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2029

2002 CLIN 2002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

3001 CLIN 3001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2030

3002 CLIN 3002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

4001 CLIN 4001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2031

4002 CLIN 4002 [OPTIONAL] - Emerging ex-China Strategy

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

4 80

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

16PBGC25R0052

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

5001 CLIN 5001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2032

5002 CLIN 5002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

6001 CLIN 6001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2033

6002 CLIN 6002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

7001 CLIN 7001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

5 80

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

16PBGC25R0052

(Option Line Item)

03/30/2034

7002 CLIN 7002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

8001 CLIN 8001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2035

8002 CLIN 8002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

9001 CLIN 9001 - Active Emerging Market Equity

Investment

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

03/30/2036

9002 CLIN 9002 [OPTIONAL] - Emerging ex-China Strategy

See Section B.4 - Fee Schedule for fee tiers.

(Option Line Item)

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Section A - Solicitation/Contract Form Section B - Supplies or Services/Prices Section C - Description/Specifications Section D - Packaging and Marking Section E - Inspection and Acceptance Section F - Deliveries or Performance Section G - Contract Administration Data Section H - Special Contract Requirements Section I - Contract Clauses

FAR 52.204-1 Approval of Contract. (DEC 1989) FAR 52.204-7 System for Award Management. (NOV 2024) FAR 52.204-13 System for Award Management Maintenance. (OCT 2018) FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020) FAR 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014) FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (NOV 2021) FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) FAR 52.212-1 Instructions to Offerors - Commercial Products and Commercial Services. (SEP 2023).37 FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023) FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Products and Commercial Services. (JAN 2025)(DEVIATION FEB 2025) FAR 52.217-8 Option To Extend Services. (NOV 1999) FAR 52.217-9 Option To Extend the Term of the Contract. (MAR 2000) FAR 52.232-18 Availability of Funds. (APR 1984) FAR 52.232-33 Payment by Electronic Funds Transfer - System for Award Management. (OCT 2018) FAR 52.252-2 Clauses Incorporated by Reference. (FEB 1998) FAR 52.252-6 Authorized Deviations in Clauses. (NOV 2020)

PBGC 52.204-7000 RECORDS MANAGEMENT (SEP 2017)

PBGC 52.209-7001 ORGANIZATIONAL CONFLICTS OF INTEREST (AUG 2017)

PBGC 52.232-7005 LIMITATION OF FUNDS (APR 2018)

PBGC 52.237-7005 INFORMATION SECURITY TRAINING (MAR 2020)

PBGC 52.237-7008 OBSERVANCE OF LEGAL HOLIDAYS (OCT 2018)

PBGC 52.242-7000 POSTAWARD CONFERENCE (JAN 2023)

Section J - List of Documents, Exhibits and Other Attachments Section K - Representations, Certifications, and Other Statements of Bidders

FAR 52.203-18 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements-Representation. (JAN 2017) FAR 52.204-16 Commercial and Government Entity Code Reporting. (AUG 2020) FAR 52.204-26 Covered Telecommunications Equipment or Services-Representation. (OCT 2020) FAR 52.209-7 Information Regarding Responsibility Matters. (OCT 2018) FAR 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. (FEB 2016) FAR 52.209-12 Certification Regarding Tax Matters. (OCT 2020) FAR 52.217-5 Evaluation of Options. (JUL 1990) FAR 52.252-1 Solicitation Provisions Incorporated by Reference. (FEB 1998) FAR 52.252-5 Authorized Deviations in Provisions. (NOV 2020)

Section L - Instructions,Conditions, and Notices to Bidders Section M - Evaluation Factors for Award

Section A - Solicitation/Contract Form

PBGC AGENCY NOTICE:

“System updates may lag policy updates. The System for Award Management (SAM) may continue to require entities to complete representations based on provisions that are not included in agency solicitations. Examples include 52.222-25, Affirmative Action Compliance, and paragraph (d) of 52.212-3, Offeror Representations and Certifications—Commercial Products and Commercial Services. Contracting officers will not consider these representations when making award decisions or enforce requirements.

Entities are not required to, nor are they able to, update their entity registration to remove these representations in SAM.”

Section B - Supplies or Services/Prices

B.1 Accounting and Appropriations Data Accounting and appropriation data for obligations under the contract will be set forth at time of award.

B.2 General Description The contractor will provide Active Emerging Market Equity Investment Management Services as described in Section C.

B.3 Contract Type The Government contemplates multiple awards of a Fixed Rate/Variable Quantity (FRVQ) contracts resulting from this solicitation.

B.3.1. FIXED RATE VARIABLE QUANTITY (FRVQ)

Per PBGCFARS 16.208-1-70, a Fixed-Rate Variable-Quantity (FRVQ) type contract provides for a fixed-rate on a PBGC investment management contract. Contracting Officers (CO) establish investment management contracts to obtain services for management of various PBGC pension fund assets. The contractors providing such investment management services earn revenue based on the value of the assets they manage and invest for PBGC. The contractor’s earnings are calculated based on the contracted “fixed-rate” percentage multiplied by the dollar value of the assets they managed, rather than being paid a flat fee regardless of the value of the assets they managed.

B.4 Fee Schedule See Attachment 1 – Pricing Schedule. The Offerors must complete the attachment when submitting the price volume. The tables below will be completed at the time of award.

The PBCG intends to make multiple awards. The PBGC expects the allocation awards to range from $250 million to $400 million for each manager but makes no guarantees as to the size of any award. Please note, these allocations are initial estimates that may change over time due to the investment results generated by the firms and the needs of PBGC.

BASE PERIOD

Product Name: Active Emerging Market Equity Investment

CLIN 0001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 0002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $

Update the table above as necessary to show the necessary number of tiers.

OPTION PERIOD 1

Product Name: Active Emerging Market Equity Investment

CLIN 1001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 1002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

OPTION PERIOD 2

Product Name: Active Emerging Market Equity Investment

CLIN 2001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 2002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

OPTION PERIOD 3

Product Name: Active Emerging Market Equity Investment

CLIN 3001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 3002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

OPTION PERIOD 4

Product Name: Active Emerging Market Equity Investment

CLIN 4001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 4002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

OPTION PERIOD 5

Product Name: Active Emerging Market Equity Investment

CLIN 5001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 5002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

OPTION PERIOD 6

Product Name: Active Emerging Market Equity Investment

CLIN 6001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 6002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $

OPTION PERIOD 7

Product Name: Active Emerging Market Equity Investment

CLIN 7001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 7002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

OPTION PERIOD 8

Product Name: Active Emerging Market Equity Investment

CLIN 8001

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 8002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $

OPTION PERIOD 9

Product Name: Active Emerging Market Equity Investment

CLIN 9001

% proposed AUM

Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

Product Name [OPTIONAL]: Emerging Market ex-China Strategy

CLIN 9002

% proposed AUM Insert % on the first Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % on the next Insert Value $

Insert % On the balance Insert Value $ Update the table above as necessary to show the necessary number of tiers.

B.5 Period of Performance The Government anticipates awarding one (1) 12-month Base Period and nine (9) 12-month Option Periods. The anticipated period of performance as follows:

Base Period of Performance 12-Months from time of award Option 1 Period of Performance TBD Option 2 Period of Performance TBD Option 3 Period of Performance TBD Option 4 Period of Performance TBD Option 5 Period of Performance TBD Option 6 Period of Performance TBD Option 7 Period of Performance TBD Option 8 Period of Performance TBD Option 9 Period of Performance TBD

Section C - Description/Specifications

C.1 BACKGROUND

The Employee Retirement Income Security Act of 1974 (ERISA) established 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.

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. 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. 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.

PBGC manages all these assets under an investment policy approved by the Board of Directors. PBGC maintains two separate investment funds: the Revolving Fund and the Trust Fund. The Revolving Fund (valued at approximately $65 billion as of September 30, 2024) receives all premium payments and is invested solely in “book-entry” U.S. Government securities held at the U.S. Treasury. The Trust Fund (valued at approximately $67 billion) receives assets from terminated plans and is the source of funds related to this contract.

The PBGC Investment Program is structured as a manager-of-managers program. No assets are managed internally. The PBGC exclusively uses institutional investment management firms to invest its assets, subject to PBGC’s oversight and consistent with the PBGC’s Investment Policy Statement.

C.2 PURPOSE

The purpose of this requirement is to provide active investment in emerging market equities that performs on a risk adjusted basis in excess of a chosen benchmark, currently the MSCI Emerging Markets Index.

The portfolios will be 100% long only.

C.3 AGENCY MISSION

The Pension Benefit Guaranty Corporation (PBGC) mission is 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. To accomplish this mission the PBGC needs to efficiently manage the assets in its Trust Fund according to the goals and target allocations specified in the Investment Policy Statement (IPS). Active investment in emerging market equities can provide superior risk adjusted returns compared to an index portfolio, particularly given the volatile nature of these markets. Working with capable investment managers in this market helps the PBGC maximize the return on its investable assets by outperforming an index portfolio. This helps the PBGC to retain more assets on a post fee basis in order to pay the pension benefits and keep pension insurance premiums to a minimum.

C.4 SCOPE

The investment management organization retained under contract by PBGC is responsible for providing investment management of an international emerging market equity portfolio that is 100% long only. At PBGC's sole discretion, allocations may range from $250-$400 million and may change at any time during the performance of the contract.

C.5 OBJECTIVE

The primary objective of this requirement is to obtain investment managers to manage the Corporation’s investment assets consistent with guidelines specified by the contract. The firm shall also be responsible for notifying PBGC of significant changes in personnel, ownership, resources, or firm direction within 10 business days of any said change.

C.6 TASKS

C.6.1 ACTIVE INVESTMENT IN EMERGING MARKET EQUITIES

6.1.1 The firm shall demonstrate a repeatable investment process that can deliver strong risk adjusted returns in excess of the benchmark (the MSCI Emerging Markets Index (Net)) on a go forward basis. The PBGC continuously reviews and evaluates manager performance and conducts extensive due diligence to ensure satisfaction of performance standards are compliant with investment guidelines. All assets shall be managed with full discretion in accordance with the fund documents, the policies of PBGC, and the strategy and objectives mutually agreed upon between the firm and PBGC. The firm shall comply with the Department of Treasury, Office of Foreign Asset Control regulations.

The firm is expected to adhere to the investment style for which it was retained, unless mutually agreed upon with PBGC. PBGC shall receive any of the firm'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 firm’s investment process.

The firm shall maintain close contact with PBGC’s Corporate Investments Department and shall serve as a resource of economic and investment information and research.

The firm shall keep PBGC fully informed of the rationale for the investment manager’s investment decisions and changes in the portfolio under its management.

The firm shall be registered with the SEC as an investment advisor or have proof of bank exemption and shall have ERISA fiduciary responsibility for the assets under its management. PBGC will delegate its proxy voting authority to the investment manager. The investment manager shall vote in accordance with ERISA rules and regulations and shall maintain records of its votes and report the results, at least annually, to PBGC.

The firm shall work closely with PBGC’s custodian bank to facilitate the efficient and timely recording of unit purchases, sales and other activity, reconcile securities and cash balances and provide information necessary to calculate performance results. The manager shall be responsible for best execution, including foreign exchange.

The firm shall also be responsible for notifying PBGC of significant changes in personnel, ownership, resources, or firm direction within 10 business days of any said change.

a. Components of the Active Investment in Emerging Market Equities include:

1) A sound investment philosophy and process for active investment in emerging market equities that provides rationale for how the fund can outperform the index over the term of the contract.

2) An investment process that is repeatable and utilizes reliable data sources. The investment process shall include research resources that support the investment philosophy. Liquidity, country, sector and security constraints shall support the investment philosophy while mitigating unnecessary risk.

3) Portfolio risk monitoring that will reduce the risk of underperformance due to unforeseen portfolio risks.

4) Performance and attribution that reflect the stated goals and investment process that are described.

5) Trading systems and resources that can ensure best execution given the proposed strategy and liquidity in the markets. Pre- and post-trade compliance processes shall reduce the risk of guideline breaches and unauthorized trades.

6) Fund opening dates that can facilitate ease of transition in and out of the proposed fund.

7) Custodian oversight to maintain the safeguarding of PBGC assets given the assumption that PBGC will be investing in a commingled vehicle and not a separately managed account with PBGC’s custodian.

8) Proxy voting and stewardship efforts that adhere to ERISA and ensure best value for plan participants.

9) Securities lending participation (if applicable) that may benefit the government without presenting undue counterparty risk.

10) Commingled fund documentation that outlines fund objectives that reflect the investment philosophy and process as well as internal constraints on the fund that will ensure outperformance on a risk adjusted basis.

11) A robust team dedicated to the product to support the investment process. This includes researchers, portfolio managers, and traders.

a. At least one member of the investment team shall have 5 years of experience investing in emerging market equities with the firm.

12) Middle/back-office and compliance departments to ensure compliance with regulations and reporting requirements.

13) A client service team to assist with delivering reports and data, meeting requests, and to answer high level questions about the process, team, and firm.

14) A parent firm with the ability to support the ongoing investment in emerging market equities, including the ability to continue staffing the product and provide resources necessary for successful outperformance.

15) An organization with no conflicts of interest with the successful investment and outperformance of PBGC’s assets as well as PBGC’s mission.

16) An organization with few to no regulatory actions against them and that has the ability to comply with regulatory requirements and internal controls.

17) Commitment to asset management, equity asset management, and active emerging market equity management.

18) Stability and growth of client assets to allow for economies of scale that will allow for continued investment in staff, management, vendor oversight and technology that is necessary to successful contract performance.

19) The proposed strategy must be offered in a commingled trust fund format for beneficial owners that follow ERISA. The commingled fund documentation will be reviewed by the PBGC Office of General Counsel and signed by PBGC CID appropriate officials (if approved) and the firm.

6.1.2 OPTIONAL - Emerging Markets ex-China Strategy

The firm shall provide an Emerging Markets ex-China Strategy. The components of the ex-China Strategy include all components that are demonstrated in Section 6.1.1 but managed to the MSCI Emerging Markets ex-China Index (Net).

6.1.3 The firm shall meet with Corporate Investment Department (CID) staff twice a year, which will be coordinated with the Contracting Officer’s Representative (COR).

Meetings can be conducted in-person, virtually, or at the firm’s offices. At minimum, one meeting per year will occur in-person at the firm's offices.

C.6.2 REPORTING

The firm shall provide the following reports and policy document submissions as described in the tables below.

The following abbreviations are used in this schedule:

IAW: In Accordance With NLT: No Later Than Reports and policy document submissions are due the next Government workday if the due date falls on a holiday or weekend. Reporting items below may be combined into one or more documents for ease of transmitting reports.

REPORT DESCRIPTION METHOD OF DELIVERY DATE OF COMPLETION/

DELIVERY

Holdings, Transactions, and Performance reports available to PBGC’s custodian

Via email to Contracting Officer’s Representative

NLT 8 business days after month’s end.

Portfolio Comparison vs. the Benchmark Index

Via email to Contracting Officer’s Representative

NLT 10 business days after month’s end.

Holdings Report Via email to Contracting

Investment Philosophy Via email to Contracting

Portfolio-level Characteristics vs. Benchmark Via email to Contracting Officer’s Representative

NLT 10 business days after month’s end.

Performance Attribution vs. Benchmark Via email to Contracting Officer’s Representative

NLT 10 business days after month’s end.

Economic and Market Commentary Via email to Contracting Officer’s Representative

NLT 10 business days after month’s end.

Derivates Report – if the fund utilizes derivatives in the portfolio, provide a detailed report.

Via email to Contracting Officer’s Representative

NLT 10 business days after month’s end.

Contract Compliance Certification Report Via email to Contracting Officer’s Representative

NLT 30 calendar days after the end of the quarter

Soft Dollar Report – on a cumulative, calendar year-to-date basis.

NLT 30 calendar days after the end of the quarter

Proxy Voting Report

Officer’s Representative Due every March 1st

Underlying Holdings Report to Investment Management Risk System Reports Provider Provided after contract award NLT 30 calendar days from the start of the month

Transactions Report to TCA Provider(s) Provided after contract award Within 30 calendar days of quarter end

POLICY DOCUMENT DESCRIPTION METHOD OF

DELIVERY

DATE OF COMPLETION/

DELIVERY

Evidence of fidelity bond and errors and omissions professional liability coverage

Via email to Contracting Officer’s Representative NLT 60 calendar days of renewal

Revised Securities and Exchange Commission Form ADV Parts I and II (if an ADV is filed.)

Officer’s Representative Within 30 calendar days of revision

Revised Proxy Voting Policies and Procedures Via email to Contracting Officer’s Representative NLT 30 calendar days after revision

Revised Ethics Policy

Officer’s Representative NLT 30 calendar days after revision

A copy or summary of the annual disaster recovery test

Via email to Contracting Officer’s Representative

Within 30 calendar days of completion of the test

A summary of changes to the revised disaster recovery plan (if revised)

Within 60 calendar days of the completion of the annual disaster recovery test

SSAE 18 (SOC 1) for the asset management subsidiary that manages index funds.

Officer’s Representative Within 30 days of availability

The firm shall mark all reports and policy documents listed in the above table to indicate authorship by contractor (i.e., non-Government) personnel; provided, however, that no submission shall contain any proprietary markings inconsistent with the Government's rights set forth in this contract. The Government reserves the right to treat non-conforming markings in accordance with subparagraphs (e) and (f) of the FAR clause at 52.227-14.

C.8 TRANSITION

C.8.1 TRANSITION IN

After award of the contract, the firm shall accept an order for the purchase of shares in the commingled vehicle in accordance with the fund opening dates as outlined in the commingled fund documents. Trade forms shall be signed in accordance with PBGC’s Authorized Signer’s List, which will be provided after contract award.

C.8.2 TRANSITION OUT

Before completion of the contract, the firm shall accept an order for the sale of shares in the commingled vehicle in accordance with the fund opening dates as outlined in the commingled fund documents. Trade forms shall be signed in accordance with PBGC’s Authorized Signer’s List, which will be provided after contract award. Cash shall be wired to PBGC’s custodian before termination of the contract.

Section D - Packaging and Marking

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Section E - Inspection and Acceptance

E.1 Inspection and Acceptance The designated Contracting Officer’s Representative is responsible for the inspection and acceptance of all services under each contract line item. All inspection and acceptance work performed under this contract will be conducted in accordance with the applicable Inspection and Acceptance FAR clause for the contract type contemplated. The basis for acceptance and inspection shall be compliant with the requirements set forth in the statement of work and other terms and conditions of the contract.

Rejected deliverable items shall be corrected in accordance with the terms and conditions of this contract or as otherwise appropriately requested by the COR and CO.

The Government requires a period not to exceed fifteen calendar days after receipt of any final deliverable item(s) for inspection and acceptance or rejection, unless otherwise specified in the terms and conditions of the contract. For periods exceeding fifteen days, it is the responsibility of the contractor to confirm with the Government the receipt or acceptance of the deliverable(s).

E.2 Breadth of Inspection All deliverables will be inspected by the COR for content, completeness, accuracy, and conformance to requirements. Inspection may include validation of information or customized software using appropriate test methods and algorithms, or as specified in the requirement. The breadth and nature of this testing must be negotiated prior to incorporation of the deliverable in the contract and shall be sufficiently comprehensive to ensure the completeness, quality, and adequacy of all deliverables. All written and narrative type deliverables will be reviewed for thoroughness, consistency, accuracy, discrepancies, grammar, errors, or other deficiencies identified by the Government.

E.3 Non-conforming Deliverables Non-conforming deliverables or services will be rejected. All notifications of rejection will be accompanied with an explanation of the specific deficiencies causing the rejection. Unless otherwise agreed by the parties, deficiencies will be corrected within ten calendar days of the rejection notice. If the deficiencies cannot be corrected within ten days, contractor will immediately notify the CO of the reason for the delay and provide a proposed corrective action plan within ten working days.

In FFP line items, all non-conforming deliverables will be remediated to the Government’s satisfaction at no additional cost to the Government and within the timeline negotiated with the COR or subject to FAR 52.212-4 Alt 1 (4) at the discretion of the CO.

For all electronic deliverables, it is the responsibility of contractor to ensure the item is free of any computer virus or defects. If a virus or defect is attributed to the deliverable, the infected or defected deliverable will be rejected. The Government will provide contractor a written notification of the virus and the known impact (to date) of the virus, delineating any pertinent details. The new delivery date of the replacement deliverable must be negotiated between contractor and CO. The costs for purging and replacing of all Government equipment as a result of a deliverable with a virus or defect may be borne by contractor and such will be reported in contractor Performance Assessment Reporting System (CPARS).

Section F - Deliveries or Performance

F.1 Place of Performance Onsite personnel are not required.

F.2 Hours of Support The PBGC’s core work hours are between 7:00 A.M. and 5:00 P.M. Eastern Time (local time Washington, D.C.). It is anticipated that support consists of an eight-hour daily work schedule or some combination of 40 hours a week, at 1,912 hours per man year, Monday through Friday.

F.3 Holidays, Inclement Weather, and Furloughs Holidays: Unless required under the terms of the contract or authorized by the Contracting Officer, contractor shall not work at any Government facility, nor should any deliveries under this contract be made to any Government facility, on any of the following holidays:

New Year’s Day – 1 January Martin Luther King, Jr.’s Birthday – 3rd Monday in January President’s Day – 3rd Monday in February Memorial Day – Last Monday in May Juneteenth – 19 June Independence Day – 4 July Labor Day – 1st Monday in September Columbus Day – 2nd Monday in October Veteran’s Day – 11 November Thanksgiving Day – 4th Thursday in November Christmas Day – 25 December Any other day designated by Federal Statute, Executive Order or a Presidential proclamation.

When a holiday falls on a Sunday, the following Monday will be observed as a legal holiday. When a holiday falls on a Saturday, the preceding Friday is observed as a holiday.

F.4 Deliverables All deliverables shall be made in accordance with the requirements in Section C.

F.5 Notice of Contractor Delays and Notice to Government In the event contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, contractor shall immediately notify the CO and the COR, in writing. This notification shall give pertinent details associated with the delay; this provision shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract.

F.6 Public Release of Contract Document Requirements The contractor agrees to submit, within 10 workdays from the date of the PBGC CO’s execution of the initial contract, or any modification to the contract (exclusive of Saturdays, Sundays, and Federal holidays), a portable document format (PDF) file of the fully executed document with all proposed necessary redactions, including redactions of any trade secrets or any commercial or financial information that it believes to be privileged or confidential business information, for the purpose of public disclosure at the sole discretion of PBGC (Section F – Deliveries or Performance. The contractor agrees to provide a detailed written statement specifying the basis for each of its proposed redactions, including the applicable exemption under the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and, in the case of FOIA Exemption 4, 5 U.S.C. § 552(b)(4), shall explain why the information is considered to be a trade secret or commercial or financial information that is privileged or confidential. Information provided by the contractor in response to the contract requirement may itself be subject to disclosure under FOIA.

Submission of the proposed redactions constitutes concurrence of release under FOIA.

PBGC will carefully consider the contractor’s proposed redactions and associated grounds for nondisclosure prior to making a final determination as to what information in such executed documents may be properly withheld.

F.7 Deliverables Media The contractor shall deliver all electronic versions by electronic mail (email) or management portal.

The following are the required electronic formats, whose versions shall be compatible with the latest, commonly available version on the market.

1. Text Microsoft (MS) Word, PDF

2. Spreadsheets MS Excel

3. Briefings MS PowerPoint, PDF

Section G - Contract Administration Data

G.1 Government Roles and Responsibilities COR: The COR is responsible for the receipt and acceptance of the contract level deliverables and reports and past performance reporting.

COR: {Name and Contact information to be completed at award}

CO: The CO within the PBGC Procurement Division has the overall responsibility for administration of the contract. The CO is the only individual authorized to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules.

CO: Diahanna A. Bradley, bradley.diahanna@pbgc.gov

The COR will represent the CO in the administration of technical details within the scope of the contract.

The COR is also responsible for the final inspection and acceptance of all deliverables and reports, and such other responsibilities as may be specified in the contract. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the CO or the Government. The COR does not have the authority to alter contractor’s obligations or to change the contract specifications, price, terms, or conditions. If, because of technical discussions, it is desirable to modify the specifications, changes will be issued in writing and signed by the CO.

The COR is also responsible for interfacing with the contractor Manager on a weekly basis to ensure contractor meets performance standards. The COR and CO will work with contractor Manager to resolve any performance issues in a timely manner. The CO and COR must document all performance issues. As appropriate, the CO, COR, and Contract Manager are all responsible for documenting performance issues and any other matters of disagreement between parties. The CO and the COR shall be furnished with the documented performance issues prior to any meetings among the parties on performance issues.

G.2 Invoice Preparation and Submission It is the contractor’s responsibility to ensure invoices and supporting documentation are submitted in a timely manner and in accordance with the requirements of the applicable FAR clauses, terms, and conditions of this contract. All invoices submitted as supporting documents shall be certified as true and accurate to the best of contractor’s knowledge, subject to the penalties in 18 U.S.C. 1001.

The COR is required to review all invoices to ensure the Government is being billed appropriately to the services provided as stated in the statement of work or performance work statement and in accordance with contract type prior to invoice approval and acceptance.

Contractor shall submit all invoices in accordance with the applicable FAR and PBGC clauses.

G.3 Fixed Rate Variable Quantity (FVRQ) CLINs The contractor may invoice as stated in Section B – Supplies or Services and Prices for the Fixed Rate Variable Quantity CLINs. The invoice shall include the period of performance covered by the invoice (all current charges shall be within the active period of performance) and the CLIN number and title. All prices shall be reported by CLIN element (as shown in Section B – Supplies or Services and Prices) and shall be provided for the current invoice and in total from project inception to date. The contractor shall provide the invoice data in spreadsheet form with the following detailed information. The listing shall include separate columns and totals for the current invoice period and the project to date.

1. FRVQ period of performance – as stated in Section B – Supplies or Services and Prices

2. Total amount paid (lump sum) by CLIN

G.4. Exercise of Optional Line Items within a Period of Performance mailto:bradley.diahanna@pbgc.gov

The Government may require additional services identified in the Schedule as an option item at the fee stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days prior to exercise of the Option, notifying the Contractor of the line item to be exercised. The Optional Line Items within a Period of Performance may be exercised at any time during the current Period of Performance but may not extend beyond the Period of Performance awarded.

G.5 Invoice Submission The contractor shall submit Requests for Payments in accordance with PBGC 52.232-7009, Submission of Electronic Invoicing Using Invoice Processing Platform (IPP) for Time and Material, Labor-Hours. Full text of this clause is reflected below:

PBGC 52.232-7009 SUBMISSION OF ELECTRONIC INVOICING USING INVOICE PROCESSING

PLATFORM (IPP) FOR TIME AND MATERIAL, LABOR-HOURS, AND FIXED PRICE (FEB 2023)

(a) The contractor shall submit invoices for supplies and/or services provided under this contract using the Government's Invoice Processing Platform (IPP) web-based service application. The IPP application is available at www.ipp.gov. This website includes general IPP instructions and training materials. Questions about the IPP application should be directed to the IPP Customer Support team at the e-mail address or phone number shown on the IPP website under the "Contacts" tab.

(b) Inquiries concerning IPP enrollment or PBGCs specific processing requirements within IPP should be directed to PBGCs General Accounting Branch (GAB) by e-mail at invoicemanager@pbgc.gov or by phone at (202)229-4062.

(c) To constitute a proper invoice, the invoice must include the information listed below

(1) Name and address of the contractor

(2) Invoice date and number

(3) Contract number, line item number, and, if applicable, the order number

(4) Description, quantity, unit of measure, unit price, and extended price of services performed and any supplies delivered, including: (i) The labor hours by labor category billed, the hourly rate for each labor category billed, and the total dollars billed by labor category for the billing period (meal periods and other labor-hours not directly supporting the contract are not billable) (not applicable to Fixed Price contracts), and (ii) The cumulative hours expended and dollars billed from contract inception through the current billing period (not applicable to Fixed Price contracts).

(5)(a) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on a Government bill of lading (not applicable to TIME and MATERIAL and LABOR HOURS contracts).

(5)(b) Dollar amount withheld unless the contract is for commercial products or services awarded under FAR Part 8 or Part 12. Five percent of the total direct labor billed must be withheld after $1,000,000 has been billed to the contract, up to a ceiling amount of $50,000, unless other terms have been negotiated. If other terms have been negotiated, they must be included in the contract (not applicable to Fixed Price contracts).

(6) Terms of any discount for prompt payment offered.

(7) Name, title, phone number, e-mail address, and mailing address of official to whom payment is to be sent.

(8) Name, title, phone number, e-mail address, and mailing address of official to be contacted in the event of an improper invoice.

(9) Taxpayer Identification Number (TIN), only if required to be on the invoice elsewhere in the contract.

10) Electronic Funds Transfer (EFT) banking information.

(i) The contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(ii) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision or contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer

- System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer - Other Than System for Award Management).

mailto:invoicemanager@pbgc.gov

(iii) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(d) Supporting documentation to be submitted with the invoice must include the items listed below:

(i) Copies of time sheets indicating start and stop times of the personnel performing services under this contract (at PBGC's request, the contractor shall make available copies of any of the materials relevant to substantiating the hours billed) (not applicable to Fixed Price contracts).

(ii) Copies of receipts or bills, and proof of payment for any authorized other direct costs for which the contractor is requesting reimbursement.

(e) Failure of the contractor to submit a proper invoice to IPP may result in payment delay or non-payment.

G.6 Travel The Government does not anticipate any travel associated with this requirement.

G.7 Closeout The Contracting Officer is authorized to use the quick-closeout procedure for this contract in accordance with FAR 42.708, Quick-Closeout Procedure.

Section H - Special Contract Requirements

H.1…