SSIM_Draft RFP.pdf

STATEMENT OF WORK

Special Situation Investment Management Services

(Updated: September 15, 2025)

I. GENERAL

1. Background

The Pension Benefit Guaranty Corporation (PBGC) is a federal corporation created by Title IV of the Employee Retirement Income Security Act of 1974 (ERISA) to protect the retirement security of American workers, retirees, and beneficiaries in both single-employer and multiemployer private-sector pension plans. The agency’s two insurance programs are legally separate and operationally and financially independent. PBGC is directly responsible for the benefits of nearly 1.4 million participants and beneficiaries in failed single-employer pension plans. The Single-Employer Program is financed by insurance premiums, investment income, and assets and recoveries from failed single-employer plans. The Multiemployer Program is financed by insurance premiums and investment income. Special financial assistance for financially troubled multiemployer plans is financed by general taxpayer monies.

PBGC maintains two separate investment funds: the Revolving Fund and the Trust Fund. The Revolving Fund primarily consists of premium receipts and is invested solely in book-entry U.S.

Government securities held at the U.S. Treasury. In contrast, the assets of the Trust Fund are primarily assets received from terminated and trusteed plans with individual securities held primarily at one custodian (“Custodian Bank”) and commingled funds held at various other custodians. The Trust Fund offers more flexibility in investment opportunities compared to the Revolving Fund and assets classes consist of global equity and fixed-income investments. The Special Situation Investment Manager (SSIM) is responsible for accepting certain special situation assets (SSAs) assigned by PBGC’s Corporate Investments Department (CID) for inclusion in the Trust Fund.

SSAs are typically unusual, illiquid, or difficult to market. Examples of these positions include, but are not limited to, common stock of private or closely held companies; public equity positions with little or no trading activity, trading restrictions and/or other limitations; public equity positions that represent a large percentage ownership of a company; direct private real estate; real estate limited partnerships; thinly traded real estate investment trusts; promissory notes; thinly traded bonds; profit-sharing interests; warrants; options; commodities; interests in limited liability corporations; asset-backed securities; and bankruptcy claims. The SSIM may be assigned any asset PBGC deems to be an SSA.

The primary responsibility of the SSIM lies in devising liquidation strategies and executing plans for the disposal of SSAs, which are typically not intended for long-term retention. However, given the illiquid nature of these holdings, it is recognized that they may remain in the portfolio for extended periods of time (or to maturity) if efforts to prudently market and liquidate the positions at fair value are not successful. The liquidation proceeds generated from the successful sale of these positions do not remain with the SSIM and are promptly transferred from the SSIM’s account to a holding account at the Custodian Bank.

The SSIM shall act as a fiduciary in accordance with ERISA 3(21) with respect to the assets assigned to it and to PBGC and, in general, shall have full and complete discretion with regard to

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the positions assigned as well as independent voting authority consistent with ERISA for those positions for which proxy voting is required. In addition to proxy voting for assigned SSAs, the SSIM will be responsible for handling proxy voting for portfolios of securities that are in transition and not yet assigned to other PBGC investment managers. This primarily includes the in-kind assets that are commingled from terminated and trusteed pension plans prior to liquidation or transition to other PBGC investment managers and separate and distinct from the SSAs assigned to the SSIM.

2. Objective

CID seeks a qualified firm to provide Special Situation Investment Management Services (SSIMS) as described in this statement of work.

3. Scope of Work

The SSIMS contractor will be tasked with undertaking SSAs assigned by CID, then managing and seeking to liquidate the portfolio of assets. This includes developing innovative liquidation and marketing strategies for these illiquid assets and assisting in the evaluation of proposed restructuring plans or settlements, as necessary, for the SSAs. The SSIM will have full proxy voting discretion for the assigned assets, maintain a disaster recovery and business continuity plan, and provide comprehensive reporting on the status of the assets managed, in addition to other responsibilities, as further noted in Section 3.

4. Contract Type

The Government is contemplating two hybrid contract types: hybrid labor-hour (LH) / fixed-rate, variable-quantity (FRVQ) or hybrid firm-fixed-price (FFP) / FRVQ.

5. Period of Performance

PBGC anticipates a 10-year period of performance extending from March 1, 2026 through February 29, 2036. This includes one 12-month base period and nine 12-month option periods as outlined below. Incorporation of the clause at Federal Acquisition Regulation (FAR) 52.217-8, Option to Extend Services, allows for potential contract extension for up to six additional months through August 31, 2036.

Base Period: March 1, 2026 – February 28, 2027 Option Period 1: March 1, 2027 – February 29, 2028 Option Period 2: March 1, 2028 – February 28, 2029 Option Period 3: March 1, 2029 – February 28, 2030 Option Period 4: March 1, 2030 – February 28, 2031 Option Period 5: March 1, 2031 – February 29, 2032 Option Period 6: March 1, 2032 – February 28, 2033 Option Period 7: March 1, 2033 – February 28, 2034 Option Period 8: March 1, 2034 – February 28, 2035 Option Period 9: March 1, 2035 – February 29, 2036

6. Place of Performance

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All work will be performed at the Contractor’s facilities with the exception of one on-site annual meeting, generally held in the third quarter of each calendar year. The Government anticipates the meeting location will alternate between PBGC headquarters (445 12th Street, SW, Washington, DC 20024) and the Contractor’s office to the extent allowable under Federal regulations. All travel must be authorized by the Contracting Officer’s Representative (COR) prior to making reservations. (See additional travel restrictions in section II.1.2.7.)

II. TASKS AND PROCEDURES

1. Tasks

1.1 Task 1 – Management and Liquidation of SSAs

The Contractor shall:

1.1.1 Barring a supportable conflict of interest on the part of the SSIM, accept all SSA assignments provided by CID and begin developing a liquidation strategy upon receipt.

1.1.2 Upon receipt of each assignment, review CID-provided

information and gather additional details from affiliated and non-affiliated parties, including public sources.

1.1.3 Upon review of this information, perform or obtain an asset valuation, as necessary, based on historical, current, and projected information (when available).

1.1.4 Engage third parties including, but not limited to, legal representation, specialty consultants, and valuation firms, as necessary, in order to facilitate management and liquidation of SSAs. The Contractor may be requested to act as an agent to PBGC and sign contracts with these third parties, where applicable. All related costs paid by the Contractor may be passed through and billed to PBGC. In situations where costs cannot be paid directly by the Contractor, the Contractor shall submit invoices to PBGC, along with a recommendation for payment, and PBGC shall make or arrange payment. When the Contractor cannot act as an agency to a third-party contract, PBGC will seek to establish the contract directly with the third party. The Contractor shall notify PBGC in advance of engaging any third party.

1.1.5 Develop a liquidation strategy and prospective liquidation time frame and identify potential obstacles and risks particular to the asset by utilizing extensive knowledge of financial and securities analysis, laws, regulations, and marketing techniques, as well as leveraging experience with institutional investment companies, pension plans, and secondary markets, as necessary.

1.1.6 As required, identify and negotiate with management of issuing companies and/or institutional investors, as well as coordinate with

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legal counsel, accountants, administrators, transfer agents, brokers, purchasers, and financial institutions.

1.1.7 Perform all related ancillary services for the liquidation of SSAs including, but not limited to, coordinating administrative, accounting and securities settlement, and delivery matters with the Custodian Bank.

1.1.8 Maintain communication with CID staff and the COR identified in the contract, as necessary, to facilitate monitoring and liquidation of SSAs.

1.2 Task 2 – Meetings and Reporting

The Contractor shall provide statements and reports at the designated frequencies that detail the following information:

1.2.1 Inventory of Securities – Listing of all holdings, stated at both cost and market or estimated value, using appropriate accounting standards to include the identifier (CUSIP), account number, type of asset, task number, security name, par value, cost, price (per share), and market value. (Frequency: monthly, NLT business-day 10 of the following month.)

1.2.2 Account Activity Report – All account activity for the period, including purchases, sales, income received, accruals, and issue maturities. (Frequency: monthly, NLT business-day 10 of the following month.)

1.2.3 Narrative Report – Narrative on each position within the inventory, which provides approximate market value, the valuation source, the type of assignment (i.e., valuation/liquidation, advisory), and total inception-to-date costs charged to PBGC by the Contractor.

Additionally, the narrative must provide a description of the asset held, the assignment date, a synopsis of work completed since inception of the task, the prior month’s activity performed by the Contractor, and the current thesis with respect to the asset.

(Frequency: monthly, NLT business-day 10 of the following month.)

1.2.4 Proxy Voting Report – At a minimum, the quarterly proxy voting report shall include issuer name, number of shares held, meeting date, issue voted on, whether the matter was proposed by issuer or shareholder, vote, rationale (if against), and management vote.

(Frequency: quarterly, NLT the last business day of the month following each quarter’s end.)

1.2.5 Significant Position Report – Report on the status of significant positions received in settlement agreements, which is a list of equity positions at or exceeding 5% of total shares outstanding.

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(Frequency: quarterly, NLT the last business day of the month following each quarter’s end.)

1.2.6 Monthly Virtual Meetings – Participate in monthly virtual meetings that primarily cover updates on the holdings in the portfolio. The Contractor will provide the Narrative Report in advance of a monthly meeting. (Frequency: monthly, generally held in third week following each month’s end.)

1.2.7 Annual On-site Meetings – Participate in one on-site meeting per year, which will alternate between PBGC headquarters (445 12th Street, SW, Washington, DC 20024) and the Contractor’s office, to the extent allowable by current Federal regulations. PBGC shall provide the Contractor with an agenda in advance of the annual meeting and generally include areas focusing on the organization, operations, proxy voting, trading, compliance, an asset-by-asset portfolio review, and any special topics. Contractor travel to annual on-site meetings at PBGC headquarters is incorporated into the contract line-item number for other direct costs (ODCs) in the pricing schedule. Contractor travel expenses are reimbursable up to $2,000.00 per meeting, not to exceed $10,000.00 over the life of the contract. All travel expenses must be pre-coordinated with, and approved by, the COR prior to making reservations and comply with FAR 31.205-46, Travel Costs. (Frequency: annually, generally held in the third quarter in each calendar year.)

1.2.8 Asset Evaluation and Liquidation Strategy – Upon SSA

assignment, PBGC generally requires a written evaluation of each asset, complete with an accompanying liquidation strategy and proposed timeline for liquidating the asset. (Frequency: dependent on the particular facts and circumstances of each asset assigned to the Contractor as dictated by PBGC.)

1.2.9 Annual Statements and Reports – Provide annual statements and reports that detail the following information: evidence of fidelity bond and errors and omissions of professional liability coverage, Form ADV Parts I and II or valid proof of SEC exemption, and SOC 1 report (if available). (Frequency: annually, generally requested in the second quarter of each calendar year.)

1.2.10 Initial Reconciliation Reports – Reconcile the Custodian Bank’s records and communicate any discrepancies to the Custodian Bank, review the Custodian Bank’s pricing and raise any questions or challenges, and complete a reconciliation worksheet.

(Frequency: monthly, NLT business day 3 following each month’s end.)

1.2.11 Final Reconciliation Reports – Provide final reconciliation to the Custodian Bank. (Frequency: monthly, NLT business day 10 following each month’s end.)

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1.2.12 Investment, Market, and Economic Research – Provide the Contractor’s internal or external investment, market, and economic research training materials, support capabilities, and services in the performance of this mandate. This does not include proprietary models or information unique to the Contractor’s investment process. (Frequency: As requested by PBGC.)

1.3 Task 3 – Non-SSA Consulting

As necessary, the Contractor may be requested to assist in evaluating proposed restructurings and renegotiations, and providing advice, guidance, and consulting services throughout the process to protect the rights and interests of PBGC and plan participants with respect to assets that may not be assigned to the Contractor.

1.4 Task 4 – Agency and Proxy Voting Authority

The Contractor shall:

1.4.1 Act as PBGC’s agent in connection with assigned SSAs and have full proxy voting discretion, where appropriate, with respect to the SSAs and all assets for which PBGC has responsibility but has not assigned the asset to any other PBGC investment manager.

1.4.2 Utilize proxy policies and procedures that are consistent with ERISA to facilitate periodic voting.

1.4.3 Discuss specific proxy votes (as necessary).

1.4.4 Prepare a quarterly proxy voting report (described above).

1.5 Task 5 – Disaster Recovery and Business Continuity Requirements

The Contractor shall have and maintain a disaster recovery plan, which includes critical business operations, computer systems, and telecommunications. The plan shall be tested and/or updated annually. The Contractor shall provide a copy of the annual test as requested by PBGC, subject to the Contractor’s privacy policies that may limit dissemination of certain documentation. At a minimum, the disaster recovery plan shall include the following:

1.5.1 Emergency response procedures including:

1.5.1.1 Step-by-step instructions identifying explicit techniques to be used for responding to various emergency situations (e.g., communication protocols, cybersecurity measures, backup and recovery systems, and alternative work locations);

1.5.1.2 Identification of disaster recovery teams; and

1.5.1.3 An organizational chart and list of key personnel

responsible for performing the disaster recovery actions as well as the priority of duties and lines of authority.

1.5.2 Backup site activation procedures identifying:

1.5.2.1 Backup site location; and

1.5.2.2 Backup site activation processes.

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

1.5.3 Primary site recovery procedures including:

1.5.3.1 Instructions for accomplishing salvage operations;

1.5.3.2 A replacement acquisition strategy for hardware, software, telecommunications, and related technology;

1.5.3.3 Facility reconstruction plans; and

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

1.5.4 Primary site reactivation/normalization including:

1.5.4.1 Procedures to ensure a smooth transition from the

alternative processing site to the primary site; and

1.5.4.2 A list of teams performing various functions and the

personnel assigned to those teams.

1.6 Task 6 – Continuous Qualification Compliance Requirements

The Contractor shall continue to meet all the requirements listed below throughout the entirety of the contract. Additionally, the Contractor must provide documentation verifying the compliance requirements, upon request.

1.6.1 The Contractor must maintain registration with the Securities and

Exchange Commission (SEC) as an investment advisor or provide valid proof of SEC exemption throughout the life of the contract.

Supporting documentation is required. (I.e., A link to the complete Form ADV, Parts I and II, including all Disclosure Reporting Pages or, alternatively, proof of SEC exemption as applicable.

1.6.2 In performance of this contract, the Contractor must act as an ERISA fiduciary as outlined by 3(21).

1.6.3 The Contractor must have a positive net worth with supporting documentation such as recently audited financial statements.

1.6.4 The Contractor is prohibited from utilizing a sub-advisor(s) for the management of these services beyond ancillary third parties (e.g., real estate valuation companies or legal representation) to supplement SSIM services.

1.6.5 The Contractor must maintain SAM.gov registration under this contract in accordance with FAR 52.204-13, System for Award Management Maintenance.

2. Tasking Procedures

Procedures for assigning tasks to the Contractor follow below.

2.1 The Contractor shall not commence work on a task without approval from

PBGC.

2.2 When services are required under this contract, PBGC shall assign a new task to the Contractor. Tasks will be issued in writing and on either a labor-hour and/or disposition-fee basis. Disposition-fee tasks will be based on the asset’s perceived marketability.

2.3 Tasks will include the name of the security, the source of the asset, contract number, description of the SSA, ancillary documentation, and confirmation of the type of disposition fee applicable (marketable or non-marketable) and whether labor hours apply. The Contractor shall concur on the fee structure or request reconsideration with respect to labor hours or whether the disposition fee should be based on a marketable or non-marketable basis. Designation of assets as marketable/non-marketable is mutually agreed upon by the Government and Contractor with each assignment.

2.4 The Contractor must receive advance authorization from PBGC before engaging with third parties. The Contractor shall first notify PBGC of the need for third-party services and provide estimated costs for consideration.

2.5 It is understood that certain costs, such as real estate property taxes, are not paid via third-party engagements and become due upon PBGC becoming the owner of the property, either directly or indirectly as a result of trusteeing a pension plan. In these cases, the Contractor would only be required to review the expense and provide recommendation for payment.

2.6 PBGC may modify in-scope tasks subsequent to assignment.

2.7 The Contractor shall appoint a qualified task leader for each assigned task.

All Contractor personnel proposed for a task shall have, individually or in aggregate, the qualifications and experience needed to successfully perform the required technical services. PBGC reserves the right to assess the qualifications of, and approve/disapprove, Contractor staff proposed for a task.

2.8 The Contractor may propose personnel changes for PBGC consideration provided that: there is no impact to the overall delivery schedule, proposed personnel possess (or will develop) working knowledge of the services required under the task prior to commencing performance, and any

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Contractor time spent developing this working knowledge will not be billable to PBGC.

2.9 PBGC may provide oversight and guidance in the completion of individual tasks, but the Contractor has discretionary authority over all SSAs.

III. SUMMARY OF REPORTING AND MEETING DELIVERABLES

The table below summarizes the reporting and meeting deliverables detailed in section II.1.2 above.

Report/Meeting Name Method of Delivery Date of Completion/

Delivery

1.2.1 – Inventory of Securities Via email to COR and

CID Team Monthly, NLT 10 business days after month’s end.

1.2.2 – Account Activity Report Via email to COR and

CID Team Monthly, NLT 10 business days after month’s end.

1.2.3 – Narrative Report Via email to COR and

CID Team Monthly, NLT 10 business days after month’s end.

1.2.4 – Proxy Voting Report Via email to COR and

CID Team

Quarterly, NLT the last business day of the month following each quarter’s end.

1.2.5 – Significant Position Report Via email to COR and

CID Team

Quarterly, NLT the last business day of the month following each quarter’s end.

1.2.6 – Monthly Virtual Meetings Via MS Teams with COR and CID Team

Monthly, generally held in the third week following each month’s end.

1.2.7 – Annual On-Site Meetings*

On site with PBGC(alternating annually between PBGC headquarters and

Contractor’s office)

Annually, generally in the third quarter of each calendar year.

1.2.8 – Asset Evaluation and Liquidation Strategy Via email to COR and

CID Team Upon SSA assignment.

1.2.9 – Annual Statements and Reports Via email to COR and

CID Team

Annually, generally in the second quarter of each calendar year.

1.2.10 – Initial Reconciliation Reports Via email to COR and

CID Team Monthly, NLT 3 business days after month’s end.

1.2.11 – Final Reconciliation Reports Via email to COR and

CID Team Monthly, NLT 10 business days after month’s end.

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1.2.12 – Investment, Market, and Economic Research

Via email to COR and CID Team

As requested by PBGC.

*See Contractor travel restrictions in section II.1.2.7 and FAR 31.205-46, Travel Costs.

IV. RESPONSIBILITIES AND REQUIREMENTS FOR PERSONNEL

The minimum acceptable level of experience and qualifications for personnel assigned to this contract are as follows:

1. Senior Portfolio Manager (PM)

1.1 At a minimum, the Senior PM shall have a bachelor's degree and five (5) years of portfolio management experience.

1.2 The PM is responsible for overseeing all aspects of account operations, including asset assignment, workflow, and client services.

1.3 The PM is regularly assigned to the firm's other portfolios in a managerial capacity and is tasked with overseeing the AIR, Operations and Administrative/Support Staff.

1.4 The PM may also be responsible for the requirements stipulated under AIR, especially if there not one or more A/R's on a particular task.

2. Analysts/Researchers (A/R)

2.1 At a minimum, A/R shall have a bachelor's degree, one (1) year of general

A/R experience, and two (2) years of specialized experience in a particular discipline (e.g., Equity, Fixed Income, Derivatives, Real Estate).

2.2 Typically, A/R will be assigned one or more tasks overseen by the Senior

PM.

2.3 A/R responsibilities include, but are not limited to, the following:

2.3.1 Reviewing and analyzing financial statements and industry reports.

2.3.2 Reviewing work papers and related reports for accuracy and completeness.

2.3.3 Conducting discussions with clients about the results of the work performed.

2.3.4 Ensuring that assignments are carried out within established timelines.

2.3.5 Overseeing Operations and Administrative/Support Staff.

3. Operations Staff

3.1 At a minimum, Operations Staff shall have a bachelor’s degree and one

(1) year of general operations experience.

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3.2 Operations Staff responsibilities include, but are not limited to, the following:

3.2.1 Performing specific functions under the supervision of the A/R and Senior PM.

3.2.2 Ensuring that a wide variety of security transactions properly close.

3.2.3 Coordinating proxy voting and corporate actions.

3.2.4 Assisting with supervision of Administrative/Support Staff.

4. Administrative/Support Staff

4.1 At a minimum, Administrative/Support Staff shall have a high school diploma or its equivalent.

4.2 Administrative/Support Staff responsibilities include, but are not limited to, the following:

4.2.1 Handling all contract administrative duties.

4.2.2 Ensuring contract invoicing is accurate and timely.

4.2.3 Assisting the Senior PM, A/R, and Operations Staff with travel arrangements and reporting requirements.

INSTRUCTIONS TO OFFERORS

4.1 Commitment of the Government

This solicitation does not commit the Government to award a contract.

4.2 Communications

The Offeror must submit all communications concerning this Request for Proposal (RFP), including questions of a technical nature, in writing via email to Shelly Thieme at thieme.shelly@pbgc.gov and Sierra Villanueva at villanueva.sierra@pbgc.gov in accordance with the deadlines below.

Phase-1 Questions: Questions pertaining to Phase 1 must be received by the Government on or before XXXX, 2025 by 10:00 AM Eastern Time. The Government may choose not to consider questions received after this date.

Phase-2 Questions: Questions pertaining to Phase 2 must be received by the Government on or before XXXX, 2025 by 10:00 AM Eastern Time. The Government may choose not to consider questions received after this date.

All questions shall identify the applicable RFP section and page number. The Government will provide a non-attributable list of all questions received and Government responses in the form of an amendment to the solicitation.

4.3 Two-Phase Evaluation Process

The Government intends to conduct the evaluation and source-selection process in two phases as described below. This solicitation includes information for all phases and required volumes.

a. Phase 1: During Phase 1, the Government will evaluate Volume 1: Factor 1 – Mandatory

Qualifications on an acceptable/unacceptable basis. Proposals that receive an unacceptable rating for Factor 1 will not advance to Phase 2.

b. Phase 2: At the conclusion of Phase 1, the Contracting Officer will notify the Offeror of its acceptable/unacceptable rating for Factor 1. Offerors whose proposals received acceptable ratings will be asked to proceed to Phase 2 and given a deadline for submission of Volumes 2 and 3. Offerors whose proposals received unacceptable ratings will be ineligible to proceed to Phase 2.

c. During Phase 2, the Government will evaluate Factors 2, 3, 4, and price. Factor 1 will not be re-evaluated in Phase 2 nor will it be utilized in the final award determination.

4.4 Proposal Submission Deadline

The Offeror shall submit its proposal as three (3) separate volumes. Volume 1, Mandatory Qualifications, is due via email for receipt by Shelly Thieme at thieme.shelly@pbgc.gov

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and Sierra Villanueva at villanueva.sierra@pbgc.gov no later than XXXX, 2025 by 10:00 AM Eastern Time. The Government will provide the deadline for receipt of the Technical Proposal (Volume 2) and Price Proposal (Volume 3) to Offerors whose Volume 1 response is rated as acceptable.

4.5 Compliance

Proposals must follow the instructions herein and address the evaluation criteria listed in this solicitation. The Government will evaluate all proposals to ensure compliance with the requirements set forth in this solicitation. Failure to follow the solicitation’s instructions may result in the proposal being found non-compliant and thereby ineligible for further evaluation and/or award.

An Offeror’s registration in the System for Award Management (SAM) (https://sam.gov/) must be active at the time of Phase-2 submission (Volumes 2 and 3). Offerors without an active SAM registration will be ineligible for further evaluation and award. SAM registration involves multiple steps, and it can take upwards of 10 business days for a registration to become active following submission. As such, prospective Offerors are encouraged to begin this process as early as possible.

4.6 Proposal Preparation Instructions – General

a. The Offeror shall prepare proposal volume(s) in a Microsoft Office-compatible format clearly marked with the solicitation number and title.

b. The Offeror shall submit proposal volume(s) electronically in three separate volumes as follows: Phase 1: Mandatory Qualifications (Volume 1); Phase 2: Technical Proposal (Volume 2) and Price Proposal (Volume 3).

No pricing information shall be included in Volumes 1 or 2.

4.7 Mandatory Qualifications (Volume 1) Instructions

For its Volume-1 submission, the Offeror shall complete the attachment “Mandatory Requirements/Qualification Compliance – Factor 1” and submit it with all required supporting documentation, as instructed in the attachment. There are no page limitations for Volume 1.

STOP! The Offeror shall not proceed with Volumes 2 or 3 unless it receives notification from the Government that its Volume-1 submission has been rated as acceptable.

4.8 Technical Proposal (Volume 2) Instructions

For its Volume-2 submission, the Offeror shall prepare its Technical Proposal in a format that aligns with the evaluation criteria. Accordingly, proposals shall address each of the evaluation factors specified below.

The Offeror shall also complete and submit the provision at FAR 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services (MAY 2024) (DEVIATION FEB 2025), as provided in this RFP. In addition, the Offeror shall identify any term or condition specified in this RFP with which it takes exception and include rationale and recommended alternative language for the Government’s consideration. Neither this provision nor the Offeror’s exceptions and recommendations will be included in the 100-page limitation for Volume 2.

The total page limit for the Technical Proposal is 100 pages (exclusive of required supporting documents as identified below and throughout this RFP). Aside from supporting documentation, the Government will not consider any pages exceeding this limitation in its evaluation.

The following supporting documents, as required, will NOT be counted toward the 100-page limitation for Volume 2: cover pages/letters, proxy voting policy and guidelines, annual (10-K) and quarterly financial statements (10-Q) filed with the SEC, audited financial statements, year-to-date unaudited financials, letter of positive net worth from the firm’s auditor, independent evaluation of its internal control policies and procedures, biographies, samples of a standard client reporting package.

4.8.1 Factor 2: Technical Approach

The Offeror shall demonstrate its technical approach with respect to SSIM services, including liquidation philosophy, reporting, liquidation program success, and proxy voting. The Offeror shall provide responses to the questions listed below:

a. Liquidation Philosophy (see SOW Task 1, Management and Liquidation of SSAs, and SOW

Task 3, Non-SSA Consulting):

1. Describe the firm’s liquidation strategies for SSIM services.

2. Describe the decision-making process at each stage of the process including individuals involved at various levels, approval methodology, and what decision-making latitude is delegated.

3. Denote how the firm monitors and mitigates trading costs, including both explicit and implicit costs.

4. If your firm accepts soft dollars as a method of payment for services provided, discuss your policy regarding, and current use of, soft dollars, directed trades, and recapture programs.

5. Denote if your firm or its parent or affiliate is a broker/dealer and if it trades for client accounts through this broker/dealer. If so, state the trading volume (provide most recent 12-month period as of 12/31/2024 and percentage of total trading to the overall trading), and the reason for trading with this related party. Additionally, describe how the firm protects against conflicts of interest.

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i. List the broker/dealers your firm uses most frequently and denote how these firms are selected and monitored. If applicable, indicate brokers used for special asset classes and the average commission per share charged to clients.

6. Provide the firm’s three largest and three smallest illiquid sales based on the liquidation value in each of the three years ending 12/31/2024 and describe the firm’s strategy and implementation for each. The client name, what was sold, and other confidential and/or proprietary information are not required.

b. Reporting (see SOW Task 2, Reporting):

1. Provide a detailed summary of your firm’s compliance regime with respect to liquidating assets, describing how the firm (1) monitors compliance with client and firm guidelines,

(2) ensures all clients are treated equally, and (3) monitors compliance with applicable laws, rules, and regulations.

2. Describe the internal and external (custodian) accounting audit and statement reconciliation process. Note the staff involved and their specific duties if not already discussed previously.

3. Describe the internal and external software utilized with respect to providing SSIM services.

c. Liquidation Program Success (see SOW Task 1, Management and Liquidation of SSAs):

1. Describe the methods used to judge if a liquidation was successful. If necessary, address different asset types and/or liquidity levels separately. Furnish instances in which your criteria would indicate that the strategy utilized was unsuccessful.

2. Describe the effect of the timing requirements on liquidation requests. If necessary, address different asset types and/or liquidity levels separately.

d. Proxy Voting (see SOW Task 4, Agency and Proxy Voting Authority):

1. Provide a copy of the firm's proxy voting policy and guidelines (not included in the 100-page limitation).

2. Describe the proxy voting process including, but not limited to, the use of third parties (if applicable), an internal committee that sets proxy voting policies, the names and titles of individuals involved in that committee, a separate committee that addresses specific proxy votes, and the names and titles involved in that committee.

4.8.2 Factor 3: Firm Resources

The Offeror shall demonstrate firmwide resource commitment to SSIM services, including company background and staffing. The Offeror shall provide responses to the questions listed below.

a. Background (see SOW Task 1, Management and Liquidation of SSAs):

1. Provide the year the organization was founded and a brief history of the firm, including:

i. The date the firm was registered with the SEC as a registered investment advisor.

Provide a link to the latest ADV Part I and Part II and an explanation for any disclosure in the Disclosure Review Pages. If bank exempt, provide proof of bank exemption.

ii. The date the firm began providing SSIM services.

iii. Identify and describe whether there have been any significant developments in your organization (e.g., changes in ownership, personnel reorganization, divestiture of business, lift outs of investment teams) within the past three years.

iv. Identify and describe any anticipated near-term changes in your organization’s basic ownership structure or any other significant changes in your organization.

v. List your firm’s lines of business and approximate contributions of each business to your organization’s total revenue. Include the percentage of revenue derived from SSIM services and the description of other services or products offered.

2. Describe the ownership structure of your organization, including any affiliated companies. Please provide an organization chart and diagram of relationships between any parent-subsidiary, affiliate, or joint venture entities. If employees have the opportunity for equity ownership, please describe how broadly distributed employee ownership is.

3. Describe your organization’s succession planning approach to ensure leadership continuity and business stability.

4. Provide the most recent annual (10-K) and quarterly financial statements (10-Q) filed with the SEC, if applicable. If not applicable, provide audited financial statements for the most recent fiscal year and year-to-date unaudited financials. If neither is available nor does the firm choose to provide this information, provide a letter of positive net worth from the firm’s auditor and details on your firm’s financial condition. (Note: The aforementioned documents will not be included in the 100-page limitation for Volume 2.)

5. Clarify any potential issues that could be created by the firm’s representation of PBGC, including issues with other client relationships, other services that your firm provides, or other revenue sources.

6. Denote whether your organization or any officer or principal has been involved in material litigation, regulatory or other legal proceedings. If so, provide a brief explanation and indicate the current status for each.

7. If your firm and/or the firm’s key personnel are covered by insurance policies (or bonded) against liability for violations of fiduciary duty and/or for errors and omissions, supply the name of the insurance carrier or carriers and the type and amount of coverage afforded by each policy.

The following questions relate to SOW Task 5, Disaster Recovery and Business Continuity:

8. Provide a high-level summary of your disaster recovery/business continuity plan, including the frequency and results of the most recent test. If your firm has ever been subjected to an independent evaluation of its internal control policies and procedures, please provide a copy from the most recent evaluation (not included in the 100-page limitation). Irrespective of whether the reports are releasable, please indicate whether such evaluations have identified any weaknesses within the firm and describe any corrective actions that have been implemented.

9. Discuss your organization’s succession plan and include any prospective changes in its organizational leadership.

The following questions relate to SOW Task 6, Continuous Qualification Compliance Requirements:

10. Confirm whether you will acknowledge in writing that you have an ERISA fiduciary obligation as an investment adviser to PBGC in accordance with the definition found at

29 CFR § 2510.3-21.

11. Describe your information security practices and what standards they apply to as well as the firm’s approach to cybersecurity in the activities pertinent to SSIM services.

12. Describe the firm’s approach to critical vendor oversight including backup plans for critical vendor outages.

b. Staffing (see SOW Task 1, Management and Liquidation of SSAs):

1. List the total number of individuals employed by discipline/title that are focused on SSIM services, including, but not limited to, individuals managing the liquidation as well as operational support. Use the following format:

Personnel Employee Type Total Administration/Operations Client Service Compliance

DRAFT R

Legal/Regulatory Marketing/Sales Portfolio Management Research Trading Other (Specify)

2. List the individuals that will be serving in the following roles: Senior Portfolio Manager, Analysts/Researchers, Operations Staff, and Administrative/Support Staff as denoted in the Pricing Schedule in Section 1 of this RFP. Include biographies for each individual, including, but not limited to, the following information: name, title, responsibilities, total years of experience, years with the firm, years providing SSIM services, education, and professional designations (not included in 100-page limitation).

3. Describe your firm’s backup procedures in the event key individuals assigned to PBGC’s account should leave the firm or otherwise be unavailable for an extended period of time.

4. Provide an overview of your firm’s back-office divisions that support SSIM services.

5. Explain how the client service team dedicated to the PBGC account would function.

6. A statement indicating whether the Offeror intends to use subcontractor support to meet the needs of this requirement and certifying the Offeror’s understanding that, if selected as the apparent awardee and small-business opportunities exist, they have a statutory requirement (imposed by the Small Business Act (15 U.S.C. 637(d)) to submit and negotiate an acceptable small-business subcontracting plan with the Contracting Officer.

Failure to do so will deem the Offeror ineligible for award. (See FAR 19.702(a)(1)(i) and

FAR 19.704.)

4.8.3 Factor 4: Corporate Experience

The Offeror shall demonstrate firmwide commitment to the SSIM services. The Offeror shall provide responses to the questions listed below:

The following questions relate to SOW Task 1, Management and Liquidation of SSAs:

1. Provide the following information, adhering to the format in the table below:

12/31/2024 12/31/2023 12/31/2022 12/31/2021 12/31/2020 Total assets under management for all products ($ in millions)

Total assets managed in all SSIM service strategies ($ in millions)

Total Number of SSIM Accounts

2. Provide the names of the largest 10 client accounts currently utilizing your firm’s SSIM services (as of 12/31/2024 market value). The contractors may use generic names if unable to disclose client information. Using the following format, rank clients from largest to smallest by assets under management:

Client Name Client Type (e.g., pension, endowment)

Mandate Date of Inception

Market Value

4.9 Price Proposal (Volume 3) Instructions

The Government will consider price proposals on either a hybrid firm-fixed-price (FFP) / fixed-rate variable-quantity (FRVQ) or hybrid labor-hour (LH) / FRVQ basis. Offerors shall propose a price per contract line-item number (CLIN) in accordance with one of the Pricing Schedules referenced in Section 1 of the solicitation.

In addition, Volume 3 shall also include the name, title, and email address for the individual designated as the central point of contact for this proposal, as well as a clear statement that the proposal is valid for no fewer than 120 calendar days from the closing date of this solicitation.

The Offeror shall also include its SAM.gov Unique Entity ID (UEI), and any assumptions and supporting narrative that would help the Government understand the Offeror’s pricing rationale.

For evaluation purposes only, the total evaluated price is the sum of the total prices submitted for the Base Period, all Option Periods, and the six-month extension authorized by FAR clause 52.217-8. For purposes of determining the total price for the six-month extension authorized by FAR 52.217-8, the Government shall calculate the total price as half the total price of the final Option Period. Evaluation of any Option Periods and the six-month extension will not obligate the Government to exercise the option(s).

There is no page limitation for Volume 3.

Pension Benefit Guaranty Corporation

Solicitation No. ____________

Attachment 1:

Phase 1 – Factor 1 – Mandatory Requirements/Qualification Compliance

In order to comply with Phase 1 of this solicitation, the vendor must complete and submit this form, along with all required supporting documentation, in accordance with the Instructions to Offerors found in this solicitation.

The Government will evaluate submissions under Factor 1 as acceptable or unacceptable. A vendor must satisfy all requirements under Factor 1 to receive an acceptable rating and advance to Phase 2. The Contracting Officer will notify the vendor of its rating for Factor 1. If rated as acceptable, the Government will invite the vendor to participate in Phase 2 and provide a deadline for submission of Volumes 2 and 3. If rated as unacceptable, the vendor will be ineligible to submit a proposal under Phase 2.

The vendor shall select Y (yes) or N (no) for items A through E in the table below and provide required supporting documentation to demonstrate compliance with the mandatory requirements.

The vendor must also complete the signature page to certify the vendor meets all mandatory requirements herein.

A. The contractor is registered with the Securities and Exchange Commission (SEC) as an investment advisor or can provide proof of SEC exemption.

SUPPORTING DOCUMENTATION REQUIRED: A link to the complete Form ADV, Parts I and II including all Disclosure Reporting Pages is required. Alternatively, if applicable, the proof of SEC exemption.

Y/N

B. The contractor shall act as an ERISA fiduciary under this contract, as defined 29

CFR § 2510.3-21.

C. The contractor has a positive net worth.

SUPPORTING DOCUMENTATION REQUIRED: The most recently audited financial statements, a letter confirming positive net worth from the entity’s auditor, or similar means.

D. The contracting firm or the key personnel underlying the contracting firm (i.e., experience garnered at previous firm(s)) have provided SSIM services for a minimum of one year and the contracting firm does not utilize sub-advisor(s) for the management of these services.

SUPPORTING DOCUMENTATION REQUIRED: An affirmative statement citing the year the contracting firm or the key personnel underlying the contracting firm began providing SSIM services, that it continues to provide those services, and that the contracting firm does not utilize sub-advisor(s) for the management of the services beyond ancillary third parties to supplement the SSIM services such as real estate valuation companies and legal representation.

E. The contractor affirms its understanding that failure to have an active SAM.gov registration by the time of its Phase-2 submission will render them ineligible for award.

The vendor hereby certifies that it meets all of the mandatory requirements herein.

Printed Name

Authorized Signature Date

Title Company Name

EVALUATION CRITERIA

5.1 Evaluation of Proposals – Basis and Eligibility for Award

5.1.1 Basis for Award. The Government will make award to the responsive, responsible contractor whose proposal is the best value to the Government based on best value. The Government may make an award to other than the lowest priced proposal or to other than the highest technically rated proposal. If two or more proposals are considered technically equivalent, the evaluated price will be used to determine which offer most advantageous to the Government.

The Government intends to award without negotiations; however, PBGC reserves the right to negotiate with any contractor deemed competitive for this contract. Additionally, the Government reserves the right to make no award as a result of this solicitation.

5.1.2 Eligibility for Award

5.1.2.1 Registration in SAM: In accordance with FAR 4.1102, unless an exception applies, Offerors are required to be registered in SAM at the time a proposal is submitted in order to comply with the annual representations and certifications requirements. An Offeror’s registration in SAM must be active at the time of Phase-2 submission (Volumes 2 and 3). The Government will not evaluate offers submitted by, nor make contract award to, prospective Contractors without active SAM registrations.

Note: SAM registration involves multiple steps, and it can take upwards of 10 business days for a registration to become active following submission. As such, prospective Offerors are encouraged to begin this process as early as possible.

5.1.2.2 Contractor Responsibility: Contracts may be awarded to responsible prospective Contractors only. To be determined responsible, a prospective Contractor must meet the standards described at FAR 9.104. The Government will not evaluate offers submitted by, nor make contract award to, prospective Contractors with active records of exclusion. (See FAR 9.405.)

5.1.2.3 Compliance with Solicitation Instructions: In order to maximize efficiency and ensure fairness during the evaluation process, all Offerors must comply with FAR 52.212-1 and this addendum. Offers that do not comply with these instructions may be considered non-compliant with the solicitation terms and ineligible for award. Offers must be communicated clearly and coherently and provide sufficient detail for effective evaluation by the Government. Offers must address all aspects as described hereunder.

5.1.2.4 Adherence to Established Thresholds: The Government anticipates awarding a hybrid LH / FRVQ or FFP / FRVQ contract for commercial services in accordance with FAR part 12 using the procedures of FAR subpart 13.5, which authorizes the use of simplified procedures for the acquisition of supplies and services in amounts greater than the simplified acquisition threshold

DRAFT R

but not exceeding $7.5 million, including options. Offers received in excess of this threshold may be rejected and resolicited under alternative FAR procedures.

5.1.2.5 Consideration of Exceptions: The Government will consider exceptions and proposed alternatives to the Government’s terms and conditions, if any, from the otherwise apparently successful Offeror; however, if the Government is unable to accept or negotiate alternative terms and conditions to the satisfaction of both parties, contract award will not be made to that Offeror.

5.2 Summary of Evaluation Process

The Government will conduct a two-phase evaluation process as set forth below:

5.2.1 During Phase 1, the Government will evaluate Volume 1: Factor 1 – Mandatory Qualifications on an acceptable/unacceptable basis, after which the Contracting Officer will notify each Offeror of its rating.

5.2.2 A “no” response to any of the questions or failure to provide the required supporting documentation will result in an unacceptable rating for Factor 1, and the Offeror will be ineligible to proceed to Phase 2.

5.2.3 An Offeror with an acceptable rating for Factor 1 will be invited to proceed to Phase 2 and given a deadline for submission of Volumes 2 and 3.

5.2.4 During…