22 Cash Custody RFR Template.docx

[Insert Company Name]

[Company Name]

Response to

Commonwealth of Massachusetts

Office of the Treasurer and Receiver General

Request for Responses (RFR) 2022

For

Treasury Custody Services

(Description: TRE Cash Custody RFR 2022 (Bid Number: BD-22-1108-TREAN-ANF00-76979)

Submitted on [Date of Submittal]

Proposal Due Date: Friday, August 5, 2022 3:00 PM EDT

Table of Contents

General Instructions – MUST BE FOLLOWED Instructions: The following pages are the exact form and format that all responses are to follow and use. For each form or document there is a brief “Instructions” section that precedes the form or document giving bidders as much information as possible explaining how to fill in the form. Please follow these instructions exactly.

Do not change the order of the forms or documents when providing a response. Please provide the files in a manner that retains the sequence defined herein and name the files “[Bidder Name]: File x of y” where “x” is the sequence of the files and “y” is the total number of separate files.

Please make sure that all signatures on all forms are the signatures of individuals who are authorized to bind the firm as listed in the table at the top of the form titled “Contractor Authorized Signatory Listing” Form. There should be no signature on any form that is not listed in that table. Also, please make sure you fill in all required lines, boxes, etc. on each form as the instructions dictate.

Do not put any cost related information in the main portion of the response. All cost related information, either direct, or that can be derived, must only be in the Cost Proposal portion of the response.

Do not delete or amend any forms; do not remove any forms. All forms are REQUIRED even if you feel that the form does not apply to your firm.

Cover Letter Instructions Instructions: Fill in the Cover Letter as detailed below making sure that the appropriate blanks are filled in, and that the signature block is fully filled in and signed by a person listed in the Contractor Authorized Signatory Listing table on the upper half of the form.

Do not list multiple names for the “Primary Point of Contact.”

Cover Letter

[Insert Company Logo, if desired]

Firm Name:

Firm Address:

Name of Primary Contact:

Title of Primary Contact:

Address of Primary Contact:

Telephone Number of Primary Contact:

Email Address of Primary Contact:

Please select the department(s) for which services are being proposed:

· Cash Management Department

· State Lottery Commission

Confirmation of Key RFR Requirements:

Instructions: Checking the boxes below confirms acceptance of these proposal commitments. Any unchecked items can be considered grounds for elimination from this procurement. Any exceptions to the checked items must be listed below. This form must be signed by a person listed on the Contractor Authorized Signature Listing form – e.g., a person who has authority to legally bind the firm.

· This proposal is a firm and irrevocable offer that will be valid for 150 days from the date of submission.

· Bidder confirms that it agrees with and that its proposal is in conformance with all requirements and terms in this RFR.

· Bidder confirms that the signature below binds the firm to all statements, enclosures, and attachments contained within this proposal response document.

Executive Summary Instructions: Please submit a free-form Executive Summary consisting of not more than three pages that summarize the contents of the Response with the firm’s name located on the top of the page.

Statement of Minimum Qualifications Instructions: Please answer “YES” or “NO” to each minimum qualification that your firm meets. If your firm meets the qualification (by answering “YES”), state the basis for an affirmative assertion. If your firm does not meet the qualification as stated (by answering “NO”), provide information explaining why this minimum qualification does not apply to your firm. It is in the Procurement Management Team’s (PMT) sole discretion to determine if a Bidder firm’s failure to meet a minimum qualification will result in disqualification.

1. As of March 31, 2022, the Candidate must have the following minimum assets under custody:

· If responding to Section II A i (Scope of Procurement) - $500 billion in total assets

· If responding to Section II A ii (Scope of Procurement)- $500 billion in total assets

2. As of March 31, 2022, the Candidate must have a minimum of 10 defined contribution clients.

· Yes

· No

3. As of March 31, 2022, the Candidate must have the following minimum experience in the global custody business.

· If responding to Section II A i (Scope of Procurement) – Ten (10) years

· If responding to Section II A ii (Scope of Procurement) – Ten (10) years

4. As of March 31, 2022, the Candidate must have a fully integrated global accounting system that is capable of providing daily valuation.

· Yes

· No

Legal and Other Requirements Instructions: Confirm by checking each legal and other requirement. Where an item cannot be checked as 100% compliant, provide an explanation or clarification of why the item could not be checked or where there are stipulations on the verification of the requirement as stated.

· Solvency: Our firm has not been in bankruptcy and/or receivership within the last three calendar years.

· Firm’s State of Incorporation: [Insert state name or if not incorporated, identify firm’s legal structure.]

· Corporate Good Standing: Our firm is in good standing in our state of incorporation and has complied with all filing requirements of the state of incorporation. If the state of incorporation is not Massachusetts, our firm agrees to comply with all filing requirements of the Secretary of the Commonwealth within thirty (30) days of contract award, if selected.

· Licenses and Registrations: Our firm meets all applicable state and federal requirements and has all the licenses and registrations necessary to perform the contract.

· Pending Litigation (None): There are no pertinent judgments, criminal convictions, investigations, and/or litigations of which we are aware pending against our firm or any of its officers, directors, employees, agents, or subcontractors.

· Pending Litigation (Yes): Our firm is aware of the following pertinent judgments, criminal convictions, investigations, and/or litigations pending against our firm and/or any of our officers, directors, employees, agents, or subcontractors.

[List and detail any pending litigation here.]

The Office of the Treasurer and Receiver General reserves the right to reject a response based on this information. If separate responses are required for different divisions or subsidiaries of the firm, the firm must submit a separate response for each division or subsidiary.

· Compliance with RFR Requirements: Our firm agrees to meet every specification, requirement or condition set forth in the RFR.

· Cease and Desist: If selected for any services solicited through this RFR, our firm agrees to immediately notify the Office of the Treasurer and Receiver General of any cease-and-desist order issued.

· Ratings: If selected to provide any services solicited through this RFR, our firm agrees to notify the Commonwealth of Massachusetts Office of the Treasurer and Receiver General of any changes to its ratings by federal or state regulatory agencies and issuers approved by the State Treasurer and Receiver General within thirty days of receipt of notification.

· Confidentiality: Our firm acknowledges that all materials and information provided to the Contractor by the Office of the Treasurer and Receiver General or acquired by the Contractor on behalf of the Office of the Treasurer and Receiver General shall be regarded as confidential information in accordance with federal and state law and ethical standards. The Contractor must take all necessary steps to safeguard the confidentiality of such materials or information. Furthermore, each party will sign a mutually agreed upon confidentiality statement.

Representations and Warranties Instructions: Confirm that the submitted qualification statement meets the following requirements by checking each box. Compliance with all criteria listed below is mandatory for a response to be accepted for further review. Lack of compliance may result in disqualification of the Bidder.

· Our firm warrants that all the information it provides in its response to the RFR is true and correct and does not omit any material facts or information that is responsive.

· Our firm warrants that it maintains an errors and omissions insurance policy as well as fiduciary liability insurance providing a prudent amount of coverage for negligent acts or omissions and that such coverage will be applicable to bidders’ actions under any Contract.

· Our firm warrants that it will not delegate its fiduciary responsibilities assumed under the Contract.

· Our firm warrants that it has not been in bankruptcy and/or receivership within the last three (3) calendar years.

· Our firm warrants that it has completed, obtained, and performed all registrations, filings, approvals, authorizations, consents, or examinations required by a government or governmental authority for acts contemplated by the Contract.

· Our firm warrants that it agrees to meet every specification, requirement, or condition set forth in the RFR and any additional contract document executed by the parties.

· Our firm warrants that it will adhere to the fee prices and/or discounts outlined in the Cost Proposal, any subsequently requested Best and Final Offer, and any Contract.

· Our firm warrants that it meets all Minimum Qualifications applicable to the firm and the services it has sought to be considered to provide under this RFR.

Signature: ______________________________________

Print: ______________________________________

Title: ______________________________________

Date: ______________________________________

COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE TREASURER AND RECEIVER GENERAL

Disclosure Statement

Instructions: Firms seeking to provide investment management, consulting, custody, record keeping, auditing, and other professional services to the Commonwealth of Massachusetts Office of the Treasurer and Receiver General must complete a Disclosure Statement providing complete and accurate responses to the questions below. Firms selected to provide such services to the Office of the Treasurer and Receiver General have a continuing obligation to update responses to these questions, in writing, immediately upon any change to such responses. The questions in this Disclosure Statement should be read broadly and any perceived ambiguity should be resolved in favor of disclosure. Any questions concerning the disclosures required should be directed to the Office of the Treasurer and Receiver General.

Note: The total response to this disclosure should not exceed four pages.

1. Describe in detail your firm’s organizational structure and identify any controlling stockholders, parents, subsidiaries, affiliates, partners, general partners, or principals (all such individuals or entities hereinafter collectively referred to as the “firm”).

[Insert response here.]

2. Identify any relationship of the firm, its joint ventures, consultants, lobbyists, subcontractors, agents, or placement agents to the proposed engagement.

[Insert response here.]

3. Aside from the services described in the RFR, describe any services provided by the firm to the Commonwealth.

[Insert response here.]

4. Aside from the services described in response to Question 3, above, describe any services provided by the firm to the Office of the Treasurer and Receiver General or any trust, board, commission, or authority of which the Treasurer and Receiver General is a member or trustee. (A list of such entities is attached as Appendix A.)

[Insert response here.]

5. Aside from the services described in responses to Questions 3 and 4, above, describe any services provided by the firm to the Commonwealth of Massachusetts or any of its political subdivisions.

[Insert response here.]

6. Did or will the firm provide or share, agree to provide or share, or arrange to provide or share any compensation or benefit, direct or indirect, to any individual or entity for assisting the firm in:

(a) Obtaining the engagement; or

(b) Performing the services required by the engagement?

If the answer to Question 6 is “yes”, provide for each the individual or entity:

(a) The name and address of such individual or entity;

(b) A description of the assistance provided; and

(c) The compensation or benefit.

[Insert response here.]

7. Does the firm have any ongoing relationship, arrangement, or agreement with any individual or entity with respect to sharing compensation for services to:

(a) Pension Reserves Investment Management Board;

(b) Any trust, board, commission, or authority of which the Treasurer is a member or trustee; or

(c) The Commonwealth of Massachusetts or its political subdivisions?

If the answer to Question 7 is “yes”, provide for each such individual or entity:

(a) The name and address of such individual or entity;

(b) A description of the relationship, arrangement, or agreement; and

(c) The compensation shared.

[Insert response here.]

Signed under the pains and penalties of perjury this _______day of ________________, 2022.

Signature: ______________________________________

Print: ______________________________________

Title: ______________________________________

Appendix A to the Disclosure Statement

TREASURER AS CHAIR

1. Massachusetts School Building Authority

1. Pension Reserves Investment Management Board

1. Massachusetts State Retirement Board

1. Massachusetts State Lottery Commission

1. Massachusetts Clean Water Trust Fund

1. Economic Empowerment Trust Fund

TREASURER, OR DESIGNEE

1. Board of Bank Incorporation – M.G.L. ch. 26, §5

1. Capital Debt Affordability Committee – Sec. 60B, Ch. 116 Acts 2012

1. Catastrophic Illness in Children Relief Fund Commission – M.G.L. ch. 111K, §2

1. Comptroller’s Advisory Board – M.G.L. ch. 7A, §2

1. Boxers Fund Board - M.G.L. ch. 147, §40A

1. Mass Ventures Board

1. Massachusetts Teachers Retirement Board – M.G.L. ch. 15, §16

1. Multi-Agency Illegal Tobacco Task Force

1. Municipal Finance Oversight Board

1. Pension Forfeiture Commission - §151 of Ch. 133 of the Acts of 2016

1. Race Horse Development Fund – M.G.L. ch. 23K, §60

1. State Retirees Benefits Trust

1. Tax Expenditure Commission

1. Veterans’ Bonus Board

1. Water Infrastructure Advisory Committee – M.G.L. ch 21A, §25

APPOINTED BY THE TREASURER

1. Alcoholic Beverage Control Commission – M.G.L. ch. 10, §70

1. Asian American Commission – M.G.L. ch. 3, §68

1. Cannabis Advisory Board – M.G.L. ch.10, §77

1. Cannabis Control Commission – M.G.L. ch. 10, §76

1. Capital Debt Affordability Committee – M.G.L. ch. 29, §60B

1. Deferred Compensation Audit Advisory Board

1. Deferred Compensation Committee – M.G.L. ch. 29, §38B

1. Director of the State Lottery – M.G.L. ch. 10, §26

1. Economic Empowerment Trust Fund – M.G.L. ch. 10, §35QQ

1. Gaming Commission – M.G.L. ch. 23K, §3

1. Massachusetts Municipal Depository Trust – ch. 786 of the Acts of 1975

1. Massachusetts School Building Authority – M.G.L. ch 70B, §1A

1. Not-For-Profit Defined Contribution Committee – M.G.L. ch. 29, §64E

1. Pension Reserves Investment Management Board (PRIM) – ch 32, §23(2a)

1. Public-Private Partnership Infrastructure Oversight Commission – M.G.L. ch. 6C, §73

1. State Board of Retirement – M.G.L. ch. 10, §18

1. State Finance and Governance Board – M.G.L. ch 6, §97

1. State Retirees Benefits Trust – M.G.L. ch. 32A, §24A

Questionnaire Response

Instructions: Insert your answers to each question below and submit the entire questionnaire as a separate pdf document. The Cost Proposal must be separate from the Technical Proposal.

Questionnaire: Treasury Custodial Services Completion of this section, “Treasury Custodial Services,” constitutes the technical proposal section of the RFR for Treasury Custodial Services. The purpose of the technical proposal is to demonstrate the qualifications, competence, and capacity of the custodial bank seeking to provide safekeeping and custody services to the Treasury in conformity with the requirements of this RFR. This section and any required attachments/schedules will comprise the technical proposal and must be answered in its entirety.

The technical proposal must address all points outlined below and should be prepared simply and economically, providing a straightforward, concise description of the bidder’s capability to satisfy the requirements of the RFR.

A. FIRM OVERVIEW

1. Provide an overview of your proposed management of the custodial contract. This narrative should provide detail on all services identified in this RFR.

2. Give a brief history of your organization including the following:

· Year of organization

· Year of initiation of proposed business(es)

· Nature of firm’s ownership

· Nature of relationships with affiliated companies or joint ventures

· Organizational issues/changes within the last three years

3. Provide schematic illustrations or organizational charts identifying the various organizations and business partners and their interrelationships that you propose in providing services required in the RFR.

4. Describe the current structure of your organization. Provide an organizational chart(s) showing the relationships and authority within the Master Trust/Custody Service unit and within the organization. Provide a copy of your most recent annual report and comment on any planned organizational changes subsequent to the report, in particular, the possibility of a merger with another organization.

5. For the most recent five fiscal years and next year's projection identify, by year, the amount of money your organization has invested (and expects to invest) in technology and information systems’ development.

6. What were your organization's long-term and short-term credit ratings December 31, 2019, December 31, 2020, and December 31, 2021? Please provide the rating from all services (Standard & Poor’s, Moody's, etc.) that reviewed your organization’s financial standing at each of the above dates.

B. PROFESSIONAL STAFF

1. How many professional staff are devoted exclusively to the delivery of Master Trust/Custody services? Describe the number of staff and their functions. What is the ratio of professionals to number of client accounts? What approach to account administration is used (i.e., relationship manager, account teams, account administrator with support group)? Describe your servicing process.

2. If duties integral to the Master Trust/Custody product are provided by outside vendors, provide the names and principal business location of each vendor, the length of the relationship, and the services they perform.

3. Provide an organizational chart and identify the key individuals and specific responsibilities of those who would be assigned to this account. Describe their responsibilities and provide biographies on each person.

C. INTERNAL CONTROLS

1. Provide a brief overview of the internal control environment of your organization.

2. Provide a detailed summary of your firm's internal control structure. Does the firm conduct periodic risk assessment? Provide a copy of ADV (Parts I and II) and/or SAS 70 or other internal control review documentation, preferably prepared by an independent third party.

3. Does your organization employ an internal audit department? If so, to whom does this department report?

4. Have you had a material breach of internal control procedures over the past five years? If yes, how was it discovered and by whom? What corrective steps were taken?

5. What level of management evaluates the audit reports and recommends actions to correct any issues?

D. ACCOUNTING SERVICES

1. Discuss your procedures for tracking failed trades and reporting failed trades to clients and investment managers.

2. Outline your operational procedures for settling income trades, both book-entry and physical, and actual settlement date processing.

3. Describe whether funds are available for reinvesting on contractual settlement date of trades.

4. State whether your organization’s process for accruing dividends and interest is automated or manual and indicate the primary source of the data. Are there specific transactions for which your system cannot accrue?

5. Describe the controls in place for ensuring wire transfers are made in a timely and accurate manner. What are acceptable means for communicating wire transfers? Provide a schedule of cut-off times for both repetitive and non-repetitive wire transfers.

6. Confirm your organization’s ability to meet the accounting and reporting requirements outlined in this RFR. What type of report customization is available and what is the process for obtaining additional specialized reports?

7. Please report in “business days” your best estimates of the following deliverables:

a. First mailing of accounting and position information to investment managers for reconciliation purposes

b. Final portfolio accounting information

c. Final performance information

d. Final plan reporting

e. Final plan performance

f. Issue financial statements and supporting detail

8. Describe your on-line system for accessing accounting and custody information. What information is not available to clients on-line? Discuss custom reporting flexibility and limitations, and the compatibility of your organization’s system with Excel and other PC-based software. Identify any hardware or software requirements of your system.

9. How long is information retained on the system and how long is information retained in long-term storage?

10. What is the lag time between trade execution, posting of the transaction to the accounting system, and availability of on-line transaction data?

11. Provide an example of standard monthly accounting statements and reports. Also, provide samples of customized reports done for an existing client(s) for a similar type of account(s). Include enough pages of each report to demonstrate its use. Please indicate whether these reports are available on-line.

12. Does your organization’s system have the ability to provide daily cash activity and balance information, notification of wire transfers, and daily cash collateral/securities lending reports on-line?

13. What provisions are made for training of client staff in the use of the client information delivery system? What technical support and client service resources will be dedicated to this account for the purposes of installing, upgrading, supporting, troubleshooting, and maintaining your on-line client information delivery product(s)?

14. How many staff members does the financial institution expect to designate to the Commonwealth Custodial Assets Division between the hours of 9 AM-5 PM, Monday-Friday?

_____ Total _____ Senior Management _____ Other

15. Identify whether the following medium can be used to transact business:

Telephone: ________________ E-Mail: _____________________ On-Line PC/Modem: ________ Internet: __________________ Other (specify): ____________

16. Briefly describe the process by which the account will be valued, and the frequency. Include in this description all pricing information sources/tools to be utilized. In the event this pricing service is not available, how and when will you price services?

17. General ledger and program accounting: Provide an overview of your accounting system.

18. Account reconciliation: How would you internally maintain and reconcile separate accounts for each participant?

19. Does your organization have a separate investment manager liaison group that handles the reconciliation process? If so, please describe the structure of the group and how it communicates with the accounting group. If not, please describe how investment manager relationships are handled.

20. Please describe the role your organization plays in the investment manager reconciliation process. What specific procedures are performed on the reconciliations prepared by managers? Are the reconciliations completed pre or post report mailing?

21. What information delivery system do you offer investment managers? How is this system different from the information delivery system used by clients? If this is a different system, why? Are managers offered the capability to view their accounts on a real-time basis?

22. How do investment managers communicate trade instructions to your organization for settlement? What are the instruction deadlines?

23. Does your organization monitor tolerance levels for pricing discrepancies with investment managers? How are pricing challenges resolved? Please comment on procedures when follow-up is required as a result of discrepancies identified during the reconciliation process.

24. Describe the customer service assistance that will be available to the Treasury’s Cash Management Dept.

25. How does your organization plan to release interest on the Self Insurance Deposits?

E. SAFE KEEPING OF ASSETS

1. Describe your sub-custodian network. Provide a list of your organization’s sub-custodians; include name, location/country, date the relationship commenced, and average fail rate.

2. Describe whether the assets held by your organization or sub-custodian are segregated in such a manner that they are not subject to creditor claims.

3. Discuss the frequency of custodian to sub-custodian reconciliations for cash and shares.

F. QUALITY CONTROL INDICATORS

1. Provide a report showing system down time for the past year.

2. Do you have a system that provides data on posting errors by your organization? If yes, provide results for the past three years.

3. Describe your quality control steps to assure accuracy in executing and posting transactions. Has there been any transaction that was not properly or fully executed that was not fully resolved within the business day for the last three years? If yes, explain.

4. Provide analysis of trends in quality performance, incorporating quantitative benchmarks or ratings, if available. If such data is not available, what steps are taken to monitor trends?

G. DISASTER RECOVERY

1. Describe your disaster recovery plan and procedure. Specifically, what back-up and recovery capabilities are in place in case of a catastrophic systemic malfunction and/or serious non-systemic emergencies (e.g., fire, floods…)? How many times in the last three years has a system outage, malfunction, or failure occurred in systems or communications that caused a delay in service to one or more clients?

2. What type of back-up facility or “hot site” does the organization have for all primary systems used in providing services outlined in this proposal? Include location(s).

3. What are your security procedures that protect customer information, especially with respect to unauthorized access to data? Please describe in detail all security measures.

H. TRANSITION/CONVERSION PROCESS FOR TREASURY CUSTODIAL SERVICES

1. Provide a detailed task listing and schedule on how you will approach the conversion process, including actions required on the part of the client and the time frame to complete each task assuming a December 31st transition date. If additional time is required for the transition, please propose a modified transition date. Clearly describe the conversion process (i.e., who is responsible for coordinating activities, who must participate, what activities must occur, etc.). Detail the type and number of resources required from the client.

2. What dedicated resources (personnel, equipment, training, consultants, etc.), procedures, and controls will you provide or recommend in the transition/conversion period to ensure that the conversion process is completed successfully in a timely and accurate manner? What is the experience level of the conversion staff?

3. Give a detailed description of your last comparable conversion, including the details of specific problems that occurred and the solutions instituted.

4. Provide a summary of the problems that you might reasonably expect to occur during this conversion and your approach to those anticipated problems.

5. How do you process transactions that are pending during the transition/conversion period?

6. Describe training you would provide to the client's staff during conversion.

7. Describe the process for transfer of physical securities and appropriate client files.

8. What unique aspects of your Institution’s Custodial Services distinguish your firm from your competitors and how are they relevant to the Commonwealth’s Custodial Account?

I. TRANSITION/CONVERSION PROCESS FOR SELF INSURANCE ACCOUNTS

1. Provide a detailed task listing and schedule on how you will approach the conversion process, including actions required on the part of the client and the time frame to complete each task assuming a December 31st transition date. If additional time is required for the transition, please propose a modified transition date. Clearly describe the conversion process (i.e., who is responsible for coordinating activities, who must participate, what activities must occur, etc.). Detail the type and amount of resources required from the client.

2. What dedicated resources (personnel, equipment, training, consultants, etc.), procedures, and controls will you provide or recommend in the transition/conversion period to ensure that the conversion process is completed successfully in a timely and accurate manner? What is the experience level of the conversion staff?

3. Give a detailed description of your last comparable conversion, including the details of specific problems that occurred and the solutions instituted.

4. Provide a summary of the problems that you might reasonably expect to occur during this conversion and your approaches to those anticipated problems.

5. How do you process transactions that are pending during the transition/conversion period?

6. Describe training you would provide to the client's staff during conversion.

7. Describe the process for transfer of Certificates of Deposits and appropriate client files.

8. What unique aspects of your Institution’s Custodial Services distinguish your firm from your competitors and how are they relevant to the Commonwealth’s Custodial Account?

Questionnaire: Lottery Custodial Services Completion of this section, “Lottery Custodial Services,” constitutes the technical proposal section of the RFR for Lottery Custodial Services. The purpose of the technical proposal is to demonstrate the qualifications, competence, and capacity of the custodial bank seeking to provide safekeeping and custody services to the Treasury in conformity with the requirements of this RFR. This section and any required attachments/schedules will comprise the technical proposal and must be answered in its entirety.

The technical proposal must address all points outlined below and should be prepared simply and economically, providing a straightforward, concise description of the bidder’s capability to satisfy the requirements of the RFR.

A. FIRM OVERVIEW

1. Provide an overview of your proposed management of the custodial contract. This narrative should provide detail on all services identified in this RFR.

2. Give a brief history of your organization including the following:

· Year of organization

· Year of initiation of proposed business(es)

· Nature of firm’s ownership

· Nature of relationships with affiliated companies or joint ventures

· Organizational issues/changes within the last three years

3. Provide schematic illustrations or organizational charts identifying the various organizations and business partners and their interrelationships that you propose in providing services required in the RFR.

4. Describe the current structure of your organization. Provide an organizational chart(s) showing the relationships and authority within the Master Trust/Custody Service unit and within the organization. Provide a copy of your most recent annual report and comment on any planned organizational changes subsequent to the report, in particular, the possibility of a merger with another organization.

5. For the most recent five fiscal years and next year's projection, identify by year the amount of money your organization has invested (and expects to invest) in technology and information systems’ development.

6. What were your organization's long-term and short-term credit ratings December 31, 2021, December 31, 2020, December 31, 2019 and December 31, 2018? Please provide the rating from all services (Standard & Poor’s, Moody's, etc.) that reviewed your organization’s financial standing at each of the above dates.

B. PROFESSIONAL STAFF

1. How many professional staff are devoted exclusively to the delivery of Master Trust/Custody services? Describe the numbers and their functions. What is the ratio of professionals to number of client accounts? What approach to account administration is used (i.e., relationship manager, account teams, account administrator with support group)? Describe your servicing process.

2. If duties integral to the Master Trust/Custody product are provided by outside vendors, provide the names and principal business location of each vendor, the length of the relationship, and the services they perform.

3. Provide an organizational chart and identify the key individuals and specific responsibilities of those who would be assigned to this account. Describe their responsibilities and provide biographies on each person.

C. INTERNAL CONTROLS

1. Provide a brief overview of the internal control environment of your organization.

2. Provide a detailed summary of your firm's internal control structure. Does the firm conduct periodic risk assessment? Provide a copy of ADV (Parts I and II) and/or SAS 70 or other internal control review documentation, preferably prepared by an independent third party.

3. Does your organization employ an internal audit department? If so, to whom does this department report?

4. Have you had a material breach of internal control procedures over the past five years? If yes, how was it discovered and by whom? What corrective steps were taken?

5. What level of management evaluates the audit reports and recommends actions to correct any issues?

D. ACCOUNTING SERVICES

1. Discuss your procedures for tracking failed trades and reporting failed trades to clients and investment managers.

2. Outline your operational procedures for settling income trades, both book-entry and physical, and actual settlement date processing.

3. Describe whether funds are available for reinvesting on contractual settlement date of trades.

4. State whether your organization’s process for accruing dividends and interest is automated or manual and indicate the primary source of the data. Are there specific transactions for which your system cannot accrue?

5. Describe the controls in place for ensuring wire transfers are made in a timely and accurate manner. What are acceptable means for communicating wire transfers? Provide a schedule of cut-off times for both repetitive and non-repetitive wire transfers.

6. Confirm your organization’s ability to meet the accounting and reporting requirements outlined in this RFR. What type of report customization is available and what is the process for obtaining additional specialized reports?

7. Please report in “business days” your best estimates of the following deliverables:

a. First mailing of accounting and position information to investment managers for reconciliation purposes

b. Final portfolio accounting information

c. Final performance information

d. Final plan reporting

e. Final plan performance

f. Issue financial statements and supporting detail

8. Describe your on-line system for accessing accounting and custody information. What information is not available to clients on-line? Discuss custom reporting flexibility and limitations, and the compatibility of your organization’s system with Excel and other PC-based software. Identify any hardware or software requirements of your system.

9. How long is information retained on the system and how long is information retained in long-term storage?

10. What is the lag time between trade execution, posting of the transaction to the accounting system, and availability of on-line transaction data?

11. Provide an example of standard monthly accounting statements and reports. Also, provide samples of customized reports done for an existing client(s) for a similar type of account(s). Include enough pages of each report to demonstrate its use. Please indicate whether or not these reports are available on-line.

12. Does your organization’s system have the ability to provide daily cash activity and balance information, notification of wire transfers, and daily cash collateral/securities lending reports on-line?

13. What provisions are made for training of client staff in the use of the client information delivery system? What technical support and client service resources will be dedicated to this account for the purposes of installing, upgrading, supporting, troubleshooting, and maintaining your on-line client information delivery product(s)?

14. How many staff members does the financial institution expect to designate to the Commonwealth Custodial Assets Division between the hours of 9 AM-5 PM, Monday-Friday?

_____ Total _____ Senior Management _____ Other

15. Identify whether the following medium can be used to transact business:

Telephone: ________________ Fax: _____________________ On-Line PC/Modem: ________ Internet: __________________ Other (specify): ____________

16. Briefly describe the process by which the account will be valued, and the frequency. Include in this description all pricing information sources/tools to be utilized. In the event this pricing service is not available, how and when will you price services?

17. General ledger and program accounting: Provide an overview of your accounting system.

18. Account reconciliation: How would you internally maintain and reconcile separate accounts for each participant?

19. Does your organization have a separate investment manager liaison group that handles the reconciliation process? If so, please describe the structure of the group and how it communicates with the accounting group. If not, please describe how investment manager relationships are handled?

20. Please describe the role your organization plays in the investment manager reconciliation process. What specific procedures are performed on the reconciliations prepared by managers? Are the reconciliations completed pre or post report mailing?

21. What information delivery system do you offer investment managers? How is this system different from the information delivery system used by clients? If this is a different system, why? Are managers offered the capability to view their accounts on a real-time basis?

22. How do investment managers communicate trade instructions to your organization for settlement? What are the instruction deadlines?

23. Does your organization monitor tolerance levels for pricing discrepancies with investment managers? How are pricing challenges resolved? Please comment on procedures when follow-up is required as a result of discrepancies identified during the reconciliation process.

24. Describe the customer service assistance that will be available to the Custodial Assets Coordinator.

E. SAFE KEEPING OF ASSETS

1. Describe your sub-custodian network. Provide a list of your organization’s sub-custodians; include name, location/country, date the relationship commenced, and average fail rate.

2. Describe whether the assets held by your organization or sub-custodian is segregated in such a manner that they are not subject to creditor claims.

3. Discuss the frequency of custodian to sub-custodian reconciliations for cash and shares.

F. QUALITY CONTROL INDICATORS

1. Provide a report showing system down time for the past year.

2. Do you have a system that provides data on posting errors by your organization? If yes, provide results for the past three years.

3. Describe your quality control steps to assure accuracy in executing and posting transactions. Has there been any transaction that was not properly or fully executed that was not fully resolved within the business day for the last three years? If yes, explain.

4. Provide analysis of trends in quality performance, incorporating quantitative benchmarks or ratings, if available. If such data is not available, what steps are taken to monitor trends?

G. DISASTER RECOVERY

1. Describe your disaster recovery plan and procedure. Specifically, what back-up and recovery capabilities are in place in case of a catastrophic systemic malfunction and/or serious non-systemic emergencies (e.g., fire, floods…)? How many times in the last three years has a system outage, malfunction, or failure occurred in systems or communications that caused a delay in service to one or more clients?

2. What type of back-up facility or “hot site” does the organization have for all primary systems used in providing services outlined in this proposal. Include location(s).

3. What are your security procedures that protect customer information, especially with respect to unauthorized access to data? Please describe in detail all security measures.

H. TRANSITION/CONVERSION PROCESS

1. Provide a detailed task listing and schedule on how you will approach the conversion process, including actions required on the part of the client and the time frame to complete each task assuming a December 31st transition date. If additional time is required for the transition, please propose a modified transition date. Clearly describe the conversion process (i.e., who is responsible for coordinating activities, who must participate, what activities must occur, etc.). Detail the type and amount of resources required from the client.

2. What dedicated resources (personnel, equipment, training, consultants, etc.), procedures, and controls will you provide or recommend in the transition/conversion period to ensure that the conversion process is completed successfully in a timely and accurate manner? What is the experience level of the conversion staff?

3. Give a detailed description of your last comparable conversion, including the details of specific problems that occurred and the solutions instituted.

4. Provide a summary of the problems that you might reasonably expect to occur during this conversion and your approaches to those anticipated problems.

5. How do you process transactions that are pending during the transition/conversion period?

6. Describe training you would provide to the client's staff during conversion.

7. Describe the process for transfer of physical securities and appropriate client files.

8. Describe the process for transfer of Certificates of Deposits and appropriate client files.

9. What unique aspects of your Institution’s Custodial Services distinguish your firm from your competitors and how are they relevant to the Commonwealth’s Custodial Account?

Mandatory Forms and Supporting Material

Commonwealth Terms and Conditions

Instructions: Click on the icon below to open a copy of the Commonwealth Terms and Conditions. This document cannot be changed or modified. If your firm takes exception to anything in this document, the exception should be clearly identified in the Cover Letter. However, this form cannot be modified in any way. The Treasury will evaluate, as part of the evaluation process, a bidder’s compliance with these terms and discuss with the bidder if in the opinion of the PMT the exception is not a cause for disqualification.

Standard Contract Form

Instructions: Click on the icon below to open a copy of the Standard Contract Form. Fill in boxes highlighted in yellow. Please ensure you sign the form. This form cannot be changed or modified. If your firm takes exception to anything in this contract document, the exception should be clearly identified in the Cover Letter. However, this form cannot be modified in any way. The Treasury will evaluate, as part of the evaluation process, a bidder’s compliance with these terms and discuss with the bidder if, in the opinion of the PMT, the exception is not a cause for disqualification.

Massachusetts Substitute W-9 Form

Instructions: Click on the icon below to open a copy of the Massachusetts Substitute W-9 form. Follow the instructions and paste the filled in form on this page or provide as an attachment. Filling in the form and signing is required. You do not need to provide a copy of the 2nd page instructions.

Contractor Authorized Signatory Listing Instructions: Please read all instructions carefully. At the bottom of this page is an icon to open the proper Contractor Authorized Signatory Listing. Follow the instructions below and paste the filled in form on this page or provide as an attachment. Filling in the form and signing is required. It is essential that the person signing the Cover Letter and all forms is listed on this form as a signature legally authorized to bind the firm. Please enter your firm’s name at the top of the form where it says “Contractor Legal Name”.

The person signing the proposal documents must be listed here.

This signature must be one of these corporate officers and Bidder must supply notarized corporate documents showing that the signatory has the right to delegate binding corporate authority.

Tax Compliance Certification Instructions: The Bidder must demonstrate that it is in compliance with all Federal and Commonwealth tax laws (regardless of corporate locations) including M.G.L. ch. 62C, §49A. The Bidder must submit an original or photocopy of a Certificate of Tax Compliance in Good Standing, which has been issued by the Commonwealth of Massachusetts Department of Revenue (DOR) within the past year. This Certificate may be obtained by submitting a request to:

Taxpayer Services Division, Certificate Unit Department of Revenue PO Box 7073 Boston, Massachusetts 02204

(617) 887-6400

Or

MassTaxConnect (state.ma.us)

The application must list the tax types for which the business is liable, including such items as meals, room occupancy, sales, use, withholding, corporate income, and others as applicable. The issuance of the certificate can take several weeks and, as such, Bidders should indicate that their request for a certificate is sought in connection with a Commonwealth solicitation (with a deadline). If the Bidder does not submit the requested tax certificate with the proposal, the Bidder must submit documentation evidencing that the appropriate application has been filed. Evidence includes: facsimile transmittal, mailing receipt, receipt-stamped application, etc. The Certificate must be issued and provided to the Treasury prior to the final execution of the Standard Contract Form.

Clicking on the icon below will open the PDF form to be sent to the Massachusetts DOR:

Simplified Instructions/Clarifications:

· If faxing the certification request to the Massachusetts DOR, retain a copy of the fax transmittal confirmation receipt and provide an image or photocopy of the proof of transmittal along with a copy of the original form faxed.

· Do not provide a copy of the Secretary of State form from Massachusetts or your state of incorporation certifying that you are a registered corporation in your state or in Massachusetts. The form required is a Tax Compliance form that can only come from the Commonwealth of Massachusetts’ Department of Revenue. Even if you are not a registered tax-paying corporation in Massachusetts, the Massachusetts DOR will still supply a Tax Compliance certificate upon request.

Treasury Supplier Diversity Program

Instructions: Submission of a completed Treasury Supplier Diversity Program (TSDP) Form is mandatory and required for the Bidder to procced to Phase II of the Procurement Evaluation process. Bidders are not obligated to participate in this program. However, as much as 5% of the Bidder’s technical score is allocated to a high quality TSDP.

The Supplier Diversity Program Plan must include a copy of the TSDP certification of each Minority and Women Business Enterprise (M/WBE) company listed for consideration. A certified Bidder may not list itself as being a Supplier Diversity Program Partner to its own company. This form is NOT the same as the SDO certification of the Bidder’s company.

The icon below will open the TSDP response form. Provide this form (page 1 only) along with your response in this section. Bidders may cross out sections of this form to indicate non-participation.

Invest in Massachusetts Plan

Instructions: Submission of a completed Invest in Massachusetts Data Form is mandatory and required for the Bidder to proceed to Phase II of the Procurement Evaluation process. Bidders are not obligated to participate in this program. However, as much as 5% of the Bidder’s technical score is allocated to participation.

The icon below will open the Invest in Massachusetts Data Form. Bidders may cross out sections of the form to indicate non-participation.

Certificate of Non-Collusion

Instructions: The icon below will open the Certificate of Non-Collusion response…