ESBD_538560_1784216255469_240L TTSTC TexPool Inv Mgmt Svcs (vFinal).pdf

RFP 240L TexPool Investment Mgmt Svcs for TTSTC Page 1 of 157

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

Request for Proposals (RFP) No. 240L

For

Texas Local Government Investment Pool

Investment Management and Related Services

For the Texas Treasury Safekeeping Trust Company

Anticipated Schedule of Events

July 16, 2026 Issuance of RFP

July 29, 2026 Deadline for Submission of Questions (2:00p.m. CT)

August 5, 2026 Release of Official Responses to Questions (or as soon thereafter as practical)

September 2, 2026 Deadline for Submission of Proposals (2:00p.m. CT) Late Proposals will not be considered

January 1, 2027 Services Commencement Date (or as soon thereafter as practical)

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TABLE OF CONTENTS

Part 1 GENERAL INFORMATION

1.1. Introduction

1.2. Background

1.3. Definitions and Acronyms

Part 2 SCOPE OF WORK

2.1. Services Description

2.2. Contract Term; Sample Contract

Part 3 GENERAL INFORMATION

3.1. Authority

3.2. Trust Company and Comptroller Rights

3.3. Respondent Obligations

3.4. Successful Respondent Obligations

3.5. Anticipated Schedule of Events

3.6. Issuing Office

3.7. Submission of Questions

3.8. Deadline for Submission of Proposals; Delivery Instructions; Number of Copies Required

3.9. Confidential Information; Nondisclosure; Open Records

3.10. Media Releases

3.11. Non-exclusivity

3.12. Incorporation of Exhibits

Part 4 PROPOSAL FORMAT

4.1. Introduction

4.2. General Organization of Proposal Contents

Part 5 PROPOSAL EVALUATION AND SELECTION

5.1. Evaluation Process

5.2. Evaluation Criteria

5.3. Respondent’s Past Performance

5.4. Protest Procedures

EXHIBIT A SAMPLE CONTRACT

I. Recitals II. Authority III. Services IV. Personnel; Subcontracting V. Funding; Legislative Action VI. Evaluation of Invoice and Written Rejection

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VII. Payments VIII. Contract Term; Termination IX. Confidentiality and Open Records X. Insurance and Performance Bond XI. Indemnification XII. Dispute Resolution XIII. Property Rights XIV. Representations, Warranties, and General Provisions XV. Merger; Severability XVI. Signatories

ATTACHMENT A

ATTACHMENT B

ATTACHMENT C

ATTACHMENT D

ATTACHMENT E

ATTACHMENT F

ATTACHMENT G

ATTACHMENT H

EXHIBIT B EXECUTION OF PROPOSAL

EXHIBIT C CRIMINAL CONVICTION CERTIFICATION

EXHIBIT D NONDISCLOSURE AGREEMENT

EXHIBIT E CONFLICT OF INTEREST/DISCLOSURE STATEMENT

EXHIBIT F CERTIFICATION REGARDING PUBLIC NATURE OF THE PROPOSAL

EXHIBIT G RESPONDENT QUESTIONNAIRE

EXHIBIT H RESPONDENT REFERENCE FORM

APPENDIX A: ANCILLARY DOCUMENTS

1. Recommended Resources for Respondent Review Prior to Submission of Proposal

2. Existing Contract Performance Data

3. TexPool and TexPool Prime Background Information

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Part 1

GENERAL INFORMATION

1.1. Introduction

The Texas Comptroller of Public Accounts (Comptroller), acting for and on behalf of the Texas Treasury Safekeeping Trust Company (Trust Company), issues this Request for Proposals No. 240L (RFP) to solicit Proposals from qualified, independent persons or entities to provide turnkey Investment Management and Related Services for two (2) Texas local government investment pools, TexPool and TexPool Prime, as described in this RFP (Services).

All requisite services are referred to as “Services” in this RFP and are more fully described in Part II (Scope of Work) of this RFP. In this RFP, all references to Comptroller shall also include Trust Company.

Comptroller and Trust Company anticipate making contract award to one (1) Successful Respondent for the Services. The date of award, number of contracts awarded, and all procedures relating to a Contract are the sole discretion of the Comptroller and Trust Company. Comptroller and Trust Company reserve the right not to award a contract for the performance of all or part of the Services. The contract resulting from this RFP, if any, will be referred to as the “Contract.” Successful Respondent, as an independent contractor, shall provide Services under the Contract with Successful Respondent’s own personnel.

All costs associated with the Services must be included in the Respondent’s Proposal. Proposals that do not meet all of the requirements or contain all of the required documentation specified in this RFP will be rejected as non-responsive.

1.2. Background

General.

The Trust Company was created by the Texas Legislature and serves as a special-purpose entity that manages, safeguards, and invests public funds and securities belonging to the state of Texas, its agencies and local political subdivisions of the state. The Comptroller is sole officer, director and shareholder of Trust Company.

The Public Funds Investment Act (PFIA), Chapter 2256 Texas Government Code, provides that certain entities, including local governments, state agencies, and investment pools acting on behalf of two or more local governments, state agencies, or combinations of such entities, may purchase, sell, and invest funds and may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b- 1 et seq.) to provide for the investment and management of its public funds or other funds under its control.

Additionally, the PFIA authorizes creation of investment pools that invest public funds jointly on behalf of entities that participate in such pools and sets forth laws and standards applicable to such investment pools and participation in the investment pools.

Trust Company provides investment services to 2,990 Participants (as of March 31, 2026) throughout the State through administration of two (2) local government investment pools, TexPool and TexPool Prime. Comptroller and Trust Company retain ultimate oversight and responsibility for the investment management and administration of TexPool and TexPool Prime. Trust Company has an existing contract for Investment Management and Related Services for TexPool and TexPool Prime; the contract will expire December 31, 2026, subject to Trust Company’s rights to extend, renew or terminate. Trust Company has identified a continuing need to contract for the Investment Management and Related Services for TexPool and TexPool Prime and seeks to meet this need through a contract resulting from this RFP.

Local Government Investment Pools.

• Consistent with PFIA requirements, the current investment objectives of TexPool and TexPool Prime are, in order of priority: (i) preservation and safety of principal; (ii) liquidity; and (iii) yield.

o See Appendix A for each pool’s Investment Policy and Performance Summary.

o TexPool invests conservatively in U.S. government securities, repurchase agreements, and AAA-rated money market mutual funds to provide a safe, efficient, and liquid investment option.

RFP 240L TexPool Investment Mgmt Svcs for TTSTC Page 5 of 157 o TexPool Prime invests conservatively in U.S. government securities, repurchase agreements, AAA-rated money market mutual funds, commercial paper, and certificates of deposit to provide a safe, efficient, and liquid investment option.

• Entities eligible to participate in the pools include governmental entities such as cities, counties, utility districts, school districts, junior college districts, community college districts, and other legally constituted political subdivisions of Texas.

• Status (as of March 31, 2026):

TexPool TexPool Prime Number of Participants (approximate) 2,990 738 Number of accounts (approximate) 15,676 1,900 Invested balance (approximate; USD) $39.7 billion $18.7 billion

• Compliance with applicable laws and regulations .

o The PFIA requires investment pools be continuously rated no lower than AAA or AAA-m by at least one nationally recognized rating service. TexPool and TexPool Prime each are rated as “AAA-m” money market funds by Standard & Poor’s.

o TexPool and TexPool Prime mark their portfolios to market daily in accordance with PFIA requirements applicable to public funds investment pools.

Both TexPool and TexPool Prime each have a constant dollar objective to maintain a stable $1.00 Net Asset Value (NAV) in each pool. The $1.00 NAV is not guaranteed or insured by the State of Texas.

If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0.995 or greater than 1.005, the funds will sell portfolio holdings as required to maintain the ratio between 0.995 and 1.005.

TexPool and TexPool Prime allocate interest earnings daily and post on the last day of the month.

TexPool and TexPool Prime are not open- or closed-end investment companies or mutual funds and are not subject to regulation under the Investment Company Act of 1940.

Units issued by TexPool and TexPool Prime are not subject to regulation or registration under the Securities Act of 1933 because the units are issued by a public instrumentality.

Units in TexPool and TexPool Prime are not subject to registration under the securities laws of the State of Texas.

The brokers/dealers used for TexPool and TexPool Prime are those approved by Comptroller and Trust Company to transact business with Comptroller and Trust Company following review to ensure the brokers/dealers meet certain eligibility, compliance, and reporting requirements. Trust Company’s list of approved brokers/dealers is annually reviewed, and revised as necessary, by Trust Company to ensure approved brokers/dealers listed are qualified and meet financial condition and registration requirements.

Existing Contract

• Vendor: Federated Hermes, Inc. (Federated), formerly Federated Investors, Inc.

o Subcontractor to Federated: State Street Bank is a subcontractor to Federated and holds client assets.

• Fees: The Existing Contract Fees table provides the total fee, calculated daily at annualized rate (of basis points) on the fund balance. The Total Fee, assessed in basis points, includes .5 basis points charged as

RFP 240L TexPool Investment Mgmt Svcs for TTSTC Page 6 of 157 reimbursement that is remitted to Trust Company for administration costs related to account setup/review and legal/compliance review.

Existing Contract Fees

Pool Total Fee* Assets Under Management (as of 3-31/2026)

TexPool 4.5 basis points $39,700,000,000 TexPool Prime 5.5 basis points $18,700,000,000

*Total fee includes .5 basis points per each pool’s fee for reimbursement to Trust Company for administration costs.

o Fees cover all operational expenses, including but not limited to custody, rating fees for Standard & Poor’s Rating Service (Standard & Poor’s), audits, shareholder servicing, marketing, legal expenses, investment management and technology enhancements.

o Fees are netted from Participant accounts.

o No sales load is imposed on the purchase of units in TexPool or TexPool Prime or on the reinvestment of interest accrued by virtue of an investment in TexPool or TexPool Prime.

o No deferred sales load is imposed on transfers from TexPool or TexPool Prime.

Comptroller and Trust Company cannot guarantee any minimum number of accounts or any minimum amount of compensation under the Contract.

Comptroller and Trust Company provide notice that the Services requested in this RFP are similar to services previously procured.

Respondents are referred to Appendix A to this RFP for data and supplemental information related to the Services and the existing contract. Prior to submitting a Proposal, Respondents are strongly encouraged to thoroughly review the following:

• Trust Company’s enabling legislation: Texas Government Code Chapter 401, Subchapter G (Texas Treasury Safekeeping Trust Company).

• Interlocal Cooperation Act: Texas Government Code Chapter 791 (Interlocal Cooperation Contracts).

• Public Funds Investment Act (PFIA): Texas Government Code, Chapter 2256 (Public Funds Investment).

• All information available on o Trust Company’s website located at https://www.ttstc.org/, and o TexPool’s website located at https://www.texpool.com/texPool/home.do.

1.3. Definitions and Acronyms

• Assets Under Management (AUM). The total market value of the investments that an entity manages on behalf of clients.

• Contract. The fully executed agreement, if any, entered into by Trust Company and Successful Respondent(s).

• Interlocal Cooperation Act. That certain Act set forth in Texas Government Code, Chapter 791 (Interlocal Cooperation Contracts).

• Business Day/Hours. Monday through Friday, 8:00a.m. (CT) through 5:00p.m. (CT), except days on which the Comptroller’s Office is closed in accordance with the State of Texas Holiday Schedule posted on the agency website.

• Calendar Quarter. A period of three consecutive calendar months ending on March 31, June 30, September 30, or December 31.

• Comptroller’s or Trust Company’s Designated Representative. Comptroller’s or Trust Company’s staff, such as a project manager or contract monitor, designated to serve as the Comptroller’s or Trust https://www.ttstc.org/ https://www.texpool.com/texPool/home.do

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Company’s point of contact for certain project related communications and activities during performance of work under the Contract.

• Days. The word “days” shall mean calendar days unless otherwise specified.

• Fiscal Year (FY). The period from September 1 of a year through August 31 of the following year. FY26 represents Fiscal Year 2026 (i.e., September 1, 2025 through August 31, 2026).

• Investment Management and Related Services (Services). All the investment management services, Participant services, information technology services, education services, training services, transition services and related services as further defined and described in this RFP and that are necessary and incidental to delivery of services required under the Contract in accordance with applicable laws, rules, regulations and best practices.

• Net Asset Value (NAV). Per share market value of a fund, calculated daily at market close and by subtracting total liabilities from total assets and dividing by outstanding shares to determine the price at which investors buy or sell shares.

• Participant(s). The local governmental entities, State agencies and non-profit corporations acting on behalf of a local government or state agency, as defined under Texas Government Code §2256.002 and §2256.003, that have executed or subsequently execute Participation Agreements relating to TexPool or TexPool Prime.

• Proposal. A submitted response to this RFP.

• Public Funds Investment Act (PFIA). That certain Act set forth in Texas Government Code, Chapter

2256 (Public Funds Investment).

• Respondent. Any person or entity that submits a Proposal.

• Successful Respondent. The Respondent awarded a Contract, if any.

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Part 2

SCOPE OF WORK

2.1. Services Description

2.1.1. General

Successful Respondent shall provide to Trust Company all services, deliverables and qualified staff and otherwise do all things necessary for or incidental to delivery of required Services as described in this RFP. Successful Respondent shall be solely responsible for providing all Services required under the Contract including, but not limited to, the following:

• Investment Management Services o Portfolio management;

o Cash management;

o Custody services;

o Fund accounting;

o Financial reporting;

o Attend and participate in quarterly TexPool Advisory Board meetings;

o Report on TexPool and TexPool Prime investment performance, economic conditions, and other related matters.

• Participant Services o Participant enrollment and related reporting;

o Customer services;

o Participant access to a variety of qualified investment and transaction administration accounts;

o Daily and monthly Participant Investment Management and Related Services;

o Up-to-date Information and Publications o Outreach, marketing and support to prospective Participants, reporting and marketing required by applicable law, rule, regulation, pool operating procedure and/or pool investment policy.

• Information Technology Services o Comply with Section 14.38 (CPA Data Safeguard Standards) of the Contract;

o Host and maintain a publicly accessible TexPool website;

o Design, build, host and maintain a Participant accessible TexConnect Online website;

o Ensure compliance with all applicable, statutorily required accessibility standards

• Education Services; Training Services o Online and in-person education and training;

o Attendance at and participation in conferences, summits, seminars, workshops and similar events intended for local government entities;

o Monthly newsletter publication and distribution to Participants;

o Training must be designed and implemented in compliance with the PFIA and the Texas State Board of Public Accountancy.

• Transition Services o Collaborate with current vendor during transition to Successful Respondent;

o Facilitate transition to successor Successful Respondent upon expiration or termination of Contract.

• Other Required Services o Performance tracking and reporting;

o All reasonably related services.

Trust Company will rigorously evaluate Successful Respondent’s performance of Services required under the Contract and determine, in Trust Company’s sole discretion, whether Successful Respondent’s performance meets Contract requirements.

Successful Respondent shall manage and operate TexPool and TexPool Prime in accordance and compliance with all applicable federal and state laws, rules, and regulations, investment management best practices, and:

• Current TexPool and TexPool Prime Operating Procedures, as may be amended;

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• Current TexPool and TexPool Prime Investment Policies, as may be amended.

2.1.2. Investment Management Services

A) Successful Respondent shall:

1) Administer and manage TexPool and TexPool Prime as separate investment pools in their current forms;

2) Use only brokers/dealers that are on Trust Company’s approved list of brokers/dealers;

3) Seek to maintain a $1.00 Net Asset Value (NAV) of TexPool and TexPool Prime;

a. Calculate daily and report weekly to the Trust Company, the NAV of TexPool and TexPool Prime;

b. In the event that the NAV of either of TexPool or TexPool Prime falls below $0.995 or exceeds $1.005 for any day, Successful Respondent must report same to the Trust Company on the date of the first such occurrence.

4) Actively seek to achieve a total weekly yield, net of fees, which meets or exceeds the iMoneyNet Government Institutional and iMoneyNet Prime Institutional indices for TexPool and TexPool Prime, respectively. In the event the yields on TexPool and TexPool Prime do not meet or exceed such indices, Successful Respondent must report to Trust Company on a weekly basis Successful Respondent's plan to bring performance to the desired level, and the progress during the preceding week toward attaining that level of performance.

5) Provide custody services, including:

a. Safekeeping of portfolio securities;

b. Accepting and delivering of securities against payment;

c. Receiving Automated Clearing House (ACH) transfers and wire transfers;

d. Sending outgoing wire transfers; and

e. Communicate precise, timely custody services information to applicable Participants, regulatory bodies, Trust Company and other parties as appropriate and required.

6) Provide transfer agent services including transaction processing functions, account maintenance, reconciliation with the custodian, intraday cash reporting, and all related services.

7) On a quarterly basis and as may be additionally requested from time to time by Comptroller and Trust Company, Successful Respondent shall attend and deliver presentations and reports at TexPool Advisory Board meetings and Comptroller's Investment Advisory Board meetings. Successful Respondent’s reporting and presentations shall include reports, data and records related to investment performance, economic conditions and other information regarding TexPool and TexPool.

B) Successful Respondent shall not invest TexPool and TexPool Prime in any money market funds managed by Successful Respondent without prior Trust Company approval.

2.1.3. Participant Services

A) Successful Respondent shall provide all Participant Services using Successful Respondent’s personnel, subcontractors, if any, and Successful Respondent’s resources.

B) Enrollment. Successful Respondent shall enroll new Participants and provide fully reviewed and completed enrollment documents to Trust Company for review and signature. Successful Respondent shall:

1) Provide tailored enrollment documents upon request and coordinate enrollment services with Trust Company; and

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2) Upon request, enroll Participants in a fully-reviewed and completed escrow agreement and provide the agreement to Trust Company for review and signature.

C) Customer Services. Successful Respondent shall emphasize and deliver exemplary customer service to Trust Company and to TexPool and TexPool Prime Participants.

1) Successful Respondent shall maintain a physical office in Texas;

2) Successful Respondent shall promptly, effectively and efficiently respond to Participants’ communications and inquiries and shall:

a. Maintain “help” resources to enable Participants to easily communicate with Successful Respondent and to submit inquiries, concerns and complaints. Help resources shall include, at a minimum, a toll-free telephone number, toll-free fax number, dedicated email address, an informational webpage featuring user-friendly, online access to all communication contact options that are available to Participants;

b. Provide telephone support with average wait time less than 10 seconds;

c. Assist Participants with inquiries as needed and as requested by the Trust Company;

d. Provide login assistance and password/PIN reset assistance;

e. Designate a primary point of contact who works in Successful Respondent’s Texas office to receive and resolve Participants' inquiries and complaints about the program and website content.

f. Successful Respondent shall promptly notify the Trust Company of Participant concerns and complaints received and provide Trust Company with a weekly report that includes a list of all Participant concerns and complaints received. Successful Respondent’s list must include, at a minimum:

i. A detailed explanation of how Participant concerns and complaints have or are being resolved, and

ii. A detailed description of Successful Respondent’s proposed actions to ameliorate recurrence of the same complaints or concerns.

3) Successful Respondent’s level of customer service to Participants shall be evaluated against the performance standards set forth in the Contract, and Successful Respondent must meet or exceed such performance standards throughout the Contract Term.

D) Access to Investment and Transaction Accounts. Successful Respondent shall provide Participants access to a variety of qualified investment and transaction administration accounts, including:

1) A government securities pool (presently referred to as TexPool);

2) A “prime pool” consisting of government securities, commercial paper, and certificates of deposit (presently referred to as TexPool Prime);

3) Other investment pools consisting of securities authorized under the PFIA;

4) Escrow accounts; and

5) Other accounts which may be necessary and/or beneficial for Participants in the administration of their day-to-day operations.

E) Daily and Monthly Participant Services. Successful Respondent shall provide Participants with daily and monthly Investment Management and Related Services including the following:

1) Processing Participant transactions;

2) Maintaining Participant accounts, including escrow accounts;

3) Preparation and distribution of Participant account statements;

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4) Preparation and maintenance of general accounting records including portfolio accounting;

5) Promptly responding to client’s audit confirmations and deposit verification requests;

6) Providing Participants the following deliverables:

a. Daily email/fax of Participant ACH/Wire confirmations;

b. Daily email distribution of TexPool and TexPool Prime daily rates;

c. Weekly monitoring and monthly reporting of escrow accounts;

d. Monthly email of asset report for TexPool and TexPool Prime; and

e. All additional reports required to be delivered to designated list of Participants.

F) Up-to-date Information and Publications. Successful Respondent shall provide Participants with up-to-date TexPool and TexPool Prime information and periodic publications accessible through the TexPool and TexPool Prime webpages, and include, at a minimum, the following:

1) Publication of a monthly newsletter on TexPool and TexPool Prime webpages;

2) Annual updates of TexPool and TexPool Prime Participant Investment Policies.

G) Outreach, Marketing and Support to Prospective Participants. Successful Respondent shall develop and implement an outreach, marketing, and support strategy that includes identifying entities eligible to become Participants, establishing and preserving a sound and professional relationship with such prospective Participants, preparing and distributing Trust Company approved marketing and informational materials that emphasize and provide to Participants exemplary customer service in management of TexPool and TexPool Prime, and assisting prospective Participants as needed in understanding of and enrollment in the pools. Outreach, Marketing and Support Services shall include, but not be limited to:

1) Outreach and marketing dedicated to promoting TexPool and TexPool Prime to entities eligible to become Participants;

2) At least two (2) full-time, statewide marketing representatives and one (1) additional representative for in-house marketing support to promote TexPool and develop new Participants.;

3) Regular attendance at statewide and regional conventions, conferences and other relevant events;

4) Outreach to prospective Participants via focus groups, conference calls, virtual meetings and/or presentations to eligible entities and trade associations to increase awareness of TexPool and TexPool Prime;

5) Receive questions from and provide answers to prospective Participants:

a. Provide and maintain both a dedicated email address and a toll-free phone number answered by live operator(s) for prospective Participants to submit questions and receive responses and support;

b. Receive potential Participants’ inquiries related to determining eligibility for participation in TexPool and TexPool Prime. Successful Respondent shall forward to Trust Company for review and determination any participation eligibility inquiries that require research exceeding Successful Respondent’s knowledge;

c. Compile and continuously update a list of frequently asked questions (FAQ);

d. Provide the FAQ list to prospective Participants through email or secure download file via TexPool website.

6) Develop and update enrollment and informational materials (e.g., Participant Agreement, FAQ sheet, introduction letters, standardized enrollment/set-up and update forms, etc.) to be distributed as an enrollment packet to new Participants during TexPool enrollment and as supplemental materials as applicable and needed completion of enrollment process.

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a. Materials shall be approved by Trust Company prior to distribution.

b. Updates to materials shall be approved by Trust Company prior to distribution.

c. Deliver TexPool enrollment and escrow agreement packages to prospective Participants;

d. Enroll new Participants in conjunction with Trust Company approved processes and procedures and ensure compliance with all applicable laws, policies and procedures.

2.1.4. Information Technology Services

A) Successful Respondent shall comply with all provisions of Sections 14.38 (CPA Data Safeguard Standards) and 14.39 (Security Incident Notification) of the Contract.

B) TexPool Website. Successful Respondent shall be solely responsible for hosting and maintaining the TexPool website that meets or exceeds the following minimum required features, capabilities, and functionalities:

1) User friendly interface with simple, intuitive navigation; provides simple, direct, and effective operation capabilities and is polished and professional in appearance with: visually appealing, compelling, high-quality, on-brand imagery, font, and style; focused, cohesive, balanced and clean layout with minimal clutter; and clear messaging targeted to potential and current Participants;

2) Includes a publicly accessible main page, www.texpool.com, with summary information for both TexPool and TexPool Prime, current, real-time performance metrics, and includes additional pages for:

a. Each pool (i.e., TexPool and TexPool Prime), with disclosures, daily overview, performance metrics, characteristics, and documents for the specific pool;

b. Resources, with links to informative literature, related websites, TexPool Academy, the Public Funds Investment Act, and helpful tools;

c. Link for Participants to log in to TexConnect Online.

C) TexConnect Online Website. Successful Respondent shall be solely responsible for the design, build, hosting and maintaining of TexConnect Online, a website hosted on behalf of Comptroller and Trust Company and that is securely accessible to Participants as a standalone website and through a hyperlink on the TexPool website and that includes, at a minimum, the following features:

1) A polished and professional appearance that includes simple, intuitive navigation; compelling, high-quality, on-brand imagery, font, and style; focused, cohesive, balanced and clean layout with minimal clutter; clear messaging targeted to Participants and services;

2) Secured and streamlined login for Participants;

3) Optimized functionality that delivers “on-the-go” access and use via mobile devices, including mobile phones and tablets, using iOS and android platforms.

a. TexConnect Online access via mobile devices is required;

b. A TexConnect Online mobile application is not required.

4) Participant access to account information, enrollment documents, wiring instructions, rate information, pool performance, reference information, and upcoming events and other pool and Participant relevant information;

5) TexPool Participant portals, applications, and interfaces that include intuitive trading and reporting tools and services;

6) Convenient, expanded transaction capabilities for deposits, withdrawals, transfers, and exchanges that include, at a minimum, the following:

http://www.texpool.com/

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a. Current day and future dated transactions with ability to preload future transactions up to 120 days in advance;

b. Deposit/withdrawal by wire or ACH;

c. Transfer between accounts and pools;

d. Make multiple payments to pre-established vendors by wire or ACH;

e. TexPool Prime transaction trading cutoff time of 3:00p.m.(CT);

f. Optional dual approval process: feature requiring approval of two authorized individuals for transaction processing.

7) Extensive reporting functionality, including:

a. Account overview dashboard with balances and month-to-date interest accrual at a glance;

b. Performance data and information;

c. Participant transaction history and tracking of transaction status showing pending, unsettled and completed transactions;

d. Ability for Participants to generate and download comprehensive reporting pages and customized Participant reports;

e. One (1) day net yield reports;

f. Accounts locations and balances reports.

8) Multiple statement options, including:

a. Electronic access to account statements;

b. Ability to view, download, or print monthly summary statements showing individual account information and a total of all accounts for an individual month;

c. Ability to view, download, or print custom summary statements showing individual account information and a total of all accounts for a specified period (e.g., Participant designated start/stop dates, multiple successive months, etc.).

d. Account Overview Dashboard with balances and month-to-date interest accrual at a glance;

9) Successful Respondent shall provide technical support services (e.g., troubleshooting upload/download of files, use of TexConnect Online, mobile access troubleshooting, compliance with technical specifications, if any, applicable to the use of TexConnect Online) to Participants through:

a. a help desk accessible via toll free phone and email; and

b. Any additional support necessary to resolve technical difficulties that impact the ability of Participants and Trust Company to fully access and use TexConnect Online.

10) Successful Respondent shall track customer service and technical support services inquiries by quantity and types of inquiries for purposes of producing a TexConnect Online FAQ list accessible on the TexConnect Online website.

D) Accessibility Compliance. Successful Respondent shall provide Services that comply with the applicable, statutorily required accessibility standards for the State of Texas (Accessibility Standards).

1) All services, websites and webpages, including TexPool and TexConnect Online, provided by Successful Respondent under the Contract shall comply with applicable accessibility laws, standards, policies and practices including, but not limited to, Texas Government Code Chapters 2054 and 2155;

Texas Administrative Code Title 1, Chapters 206 and 213; Section 508 of the Federal Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d); Section 504 of the Rehabilitation Act of 1973, as amended

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(29 U.S.C. § 794); Americans with Disabilities Act (ADA) of 1990, as amended (42 U.S.C. §§ 12101 et seq.); Web Content Accessibility Guidelines (WCAG);

2) In the event that the Services do not meet or exceed the Accessibility Standards, Successful Respondent shall provide technical support assistance and documentation necessary to enable Comptroller and Trust Company to comply with the State of Texas reporting requirements outlined in 1 Texas Administrative Code Chapters 206 and 213.

a. Such assistance may include, but is not limited to, Successful Respondent providing a Voluntary Product Accessibility Template (VPAT) or a similar report in substantially the same format as a VPAT.

b. Successful Respondent shall respond to all Trust Company’s written inquiries regarding the Services’ compliance with Accessibility Standards within five (5) business days of receipt of such an inquiry.

3) Trust Company may review, test, evaluate and monitor Successful Respondent’s products, services and associated documentation and technical support for compliance with the Accessibility Standards.

a. Review, testing, evaluation and monitoring may be conducted prior to Contract award and during the Contract Term.

b. Testing and monitoring may include user acceptance testing.

c. Neither (1) the review, testing (including acceptance testing), evaluation or monitoring of any product, nor (2) the absence of such review, testing, evaluation or monitoring, will result in a waiver of the State’s right to contest Successful Respondent’s assertion of compliance with Accessibility Standards.

d. Successful Respondent agrees to fully cooperate with Trust Company’s review, testing, evaluation and monitoring efforts and provide Trust Company timely access to products, records and other items and information needed to conduct such review, testing, evaluation and monitoring.

2.1.5. Education and Training Services

A) Successful Respondent shall be solely responsible for creating, managing, maintaining, updating and delivering a comprehensive, in-person and online accessible education and training curriculum that must be provided free of charge to TexPool and TexPool Prime Participants and their employees and other individuals designated by Successful Respondent and Trust Company.

B) The education and training must include, at a minimum:

1) In-person conferences, regional events, and presentations delivered throughout the State;

2) Online courses that must be available on-demand through a securely hosted online website.

3) Successful Respondent shall be solely responsible for tracking attendance and ensuring the security of all attendee account information, including login credentials, certificates of course completion, etc.

4) Successful Respondent shall be solely responsible for ensuring all education and training content meets PFIA requirements and all requirements set forth by the Texas State Board of Public Accountancy for the education and training to receive CPE credit.

a. Training curriculum must be updated and refreshed as needed to reflect changes in laws and best practices and must satisfy PFIA certification requirements for Participants and their employees.

b. Training courses must maintain compliance with the Texas State Board of Public Accountancy as a continuing professional education program.

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5) The curriculum must include, at a minimum, the following course topics:

a. Managing risk;

b. Mutual funds;

c. Fundamentals of economic cycles;

d. Overview of regulations;

e. General securities course, including topics covering money market instruments, municipal bonds, government bonds, corporate bonds, and equities;

f. Calculating investment performance;

g. Effects of interest rate changes by the Federal Reserve; and

h. Other financial topics of interest to Participants.

2.1.6. Transition Services

A) Continuity of services is a critical component of the Services. There must not be any lapse or delay in the Services during transition of Services performed by the incumbent provider of the Services to Successful Respondent. Time is of the essence in performance of all Services under the Contract.

1) Respondent’s Proposal must include two (2) transition plans, a Transition-In Plan and a Transition- Out Plan, as described in this Section 2.1.6 (Transition Services).

2) Respondent’s proposed Transition Plans must demonstrate the efficient, effective, and complete transition of Services between the incumbent provider of Services and Respondent, as well as from Respondent to a successor provider of Services, with minimal, if any, disruption of i) TexPool and TexPool Prime operations, and ii) Investment Management and Related Services delivered to Participants and Trust Company.

3) Prior to commencement of any transition of Services activities under a Transition-In Plan or a Transition-Out Plan, Trust Company’s designated Project Manager and Successful Respondent’s designated Project Manager shall agree in writing to the final Transition Plan approved by the parties.

B) Transition-In Plan. Respondent’s Proposal must include a proposed Transition-In Plan that clearly describes and includes:

1) Respondent’s approach and strategy for assuming performance of Services currently performed by the incumbent provider of the Services;

2) Respondent’s proposed tasks to be performed by i) incumbent provider of the Services, ii) Respondent, and iii) Trust Company;

3) A Transition-In Plan work plan with clearly stated steps, tasks, deliverables, milestones, and project schedule;

4) The Transition-In Plan shall address, at a minimum, the roles and responsibilities for each party for:

a. Communications management,

b. Risk/security management,

c. Performance monitoring,

d. Change management, and

e. Quality management;

5) Prior to commencement of any Transition-In Plan activities, but not later than forty-five (45) days after the Effective Date of the Contract, Successful Respondent shall submit in writing to Trust Company’s Project Manager the proposed Final Transition-In Plan for review and approval.

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a. During performance of the approved Transition-In Plan, Successful Respondent shall:

i. Communicate regularly with and provide information to Trust Company’s Project Manager and the Transition-In team that shall be comprised of staff from Trust Company, Successful Respondent, and incumbent provider of Services; and

ii. Submit to Trust Company’s designated Project Manager a written weekly status report that includes, at a minimum, updates to progress since last report, completed milestones and deliverables, any new concerns, and any delays and the proposed solutions to minimize or avoid such delays.

b. Successful Respondent and the incumbent provider of Services shall work cooperatively and expeditiously to transfer the Services responsibilities to Successful Respondent.

c. Testing. Successful Respondent must be equipped to process test transactions for and changes to the Transition-In Plan until at least three (3) or more consecutive error free tests (or more as may be required in Trust Company’s sole discretion) are performed and until Trust Company approves and accepts the deployment.

i. All testing shall be performed by and at the expense of Successful Respondent.

ii. The results of all tests shall be promptly provided to Trust Company’s Project Manager for review and feedback.

C) Transition-Out Plan. Respondent’s Proposal must include a proposed Transition-Out Plan that clearly describes and includes:

1) Respondent’s approach and strategy for transferring performance of Services to the successor provider of Services;

2) Respondent’s proposed tasks to be performed by i) Respondent, ii) Trust Company, and iii) successor provider of the Services;

3) A Transition-Out Plan work plan with clearly stated steps, tasks, deliverables, milestones, and project schedule (e.g., days/weeks to complete each step);

4) The Transition-Out Plan shall address, at a minimum, the roles and responsibilities for each party responsible for:

a. Communications management,

b. Risk/security management,

c. Performance monitoring,

d. Change management, and

e. Quality management;

5) No later than 180 days after the Effective Date of the Contract, Successful Respondent shall submit in writing to Trust Company’s Project Manager the proposed Final Transition-Out Plan for review and approval.

a. Post-approval of the proposed Final Transition-Out Plan, Trust Company reserves the right, in its sole discretion and best interests of Trust Company, to request a revised Transition-Out Plan. In event of such request, Successful Respondent shall provide the revised Transition-Out Plan within thirty (30) calendar days of receipt of Trust Company’s written request.

b. During performance of the Transition-Out Plan, Successful Respondent shall:

i. Communicate regularly with and provide information to Trust Company’s Project Manager and the Transition-Out team that shall be comprised of staff from Trust Company, Successful Respondent, and successor provider of Services; and

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ii. Submit to Trust Company’s designated Project Manager a written weekly status report that includes, at a minimum, updates to progress since last report, completed milestones and deliverables, any new concerns, and any delays and the proposed solutions to minimize or avoid such delays.

c. Successful Respondent and the incumbent provider of Services shall work cooperatively and expeditiously to transfer the Services responsibilities to Successful Respondent.

6) Successful Respondent shall be solely responsible for all costs applicable to performance of its Transition-Out role and responsibilities. Successful Respondent’s fees shall be all inclusive of all Services required under the Contract and through the Contract Term including through performance period of and tasks required under the Transition-Out Plan.

2.1.7. Business Continuity; Disaster Recovery

Respondent’s Proposal must include a general description of Respondent’s and Respondent’s subcontractors’, if any, business continuity and disaster recovery plans. The description shall include all applicable timeframes of the business continuity and disaster recovery plans and the date and results of the most recent test of the plans. In its Proposal, Respondent must represent and warrant that it has a business continuity plan and a disaster recovery plan in effect for its computer systems and equipment related to delivery of the Services.

2.1.8. Other Required Services

A) Successful Respondent shall collaborate and work closely with Trust Company, Standard & Poor's and other rating agencies, any Trust Company advisors, any firms contracted by Trust Company to conduct performance reviews and any authorized auditors or State of Texas representatives as directed by Trust Company.

B) Successful Respondent shall cooperate with independent auditors contracted by Trust Company to perform independent audits of financial statements of TexPool and TexPool Prime each Fiscal Year during the Contract Term. Successful Respondent shall assist Trust Company in the preparation of financial reports. In addition, cooperate with independent auditors to provide data for completion of compliance audits every two years as required by the PFIA.

C) Upon Trust Company's request, Successful Respondent shall attend and deliver presentations and reports at TexPool Advisory Board meetings and Comptroller's Investment Advisory Board meetings. Upon request, Successful Respondent shall provide reports, data, records and other information regarding TexPool and TexPool Prime to members of the TexPool Advisory Board and to the Comptroller's Investment Advisory Board.

D) Successful Respondent shall prepare and submit to Trust Company on a timely basis the following reports:

1) Weekly reports to Standard & Poor's in connection with Standard & Poor's rating of TexPool and TexPool Prime and otherwise provide all information to Standard & Poor's necessary to maintain TexPool and TexPool Prime's AAAm ratings, and to other rating agencies as requested by Trust Company;

2) Any and all reports required under the PFIA, including quarterly reports required by PFIA Sec.

2256.023 and monthly reports required by PFIA Sec. 2256.016(c)(2);

3) Weekly reports of any performance related information required by Trust Company;

4) Risk measurement and reporting on request of Trust Company;

5) Any additional disclosure documents or filings that may be required by federal or state law;

6) Weekly and ad hoc oral and written reports regarding the status of TexPool and TexPool Prime investments and activities.

a. Unless otherwise determined necessary during Contract performance, these reports will be presented at least weekly.

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b. Each status report shall indicate the current status of all work in progress during the preceding week, difficulties or special problems, and some detail about the work to be performed in the coming week; and periodic in-person and telephone conferences with Trust Company, the TexPool and Comptroller's Investment Advisory Boards and otherwise as required for Successful Respondent's performance under Contract.

7) Any additional reports may be required from time to time by Trust Company.

E) Quality Control; Quality Assurance. Successful Respondent shall establish and maintain a quality control/quality assurance plan for its performance of Services. Such plan shall include maintaining independent records measuring and tracking quality of its performance of Services. Successful Respondent’s quality control/quality assurance plan shall also include the following:

1) Successful Respondent shall maintain and retain all financial, operations, and data records and other documentation related to Successful Respondent’s performance of the Services and shall make available at reasonable times and upon reasonable notice, and for reasonable periods, all such records for purposes of inspecting, monitoring, auditing, or evaluating by Trust Company and its authorized representatives.

2) Successful Respondent shall communicate to Trust Company any incident in which Successful Respondent fails to perform any Service (e.g., failure to timely deliver complete reports, respond to customer service requests, meet redemption or deposit deadlines), within twenty-four (24) hours of the occurrence of such incident.

3) Successful Respondent shall communicate to Trust Company, within one (1) hour of occurrence, each incident of systems or operational failure that occurs during Business Hours and continues for a length of one (1) hour or more. For systems or operational failures occurring outside of Business Hours, Successful Respondent shall communicate to Trust Company each such incident within one (1) hour of discovering such system or operational failure.

4) Annually during the Contract Term, on or before September 17, Successful Respondent shall provide to Trust Company an annual statement of Successful Respondent's financial stability, with such report delivered in a format approved by Trust Company.

F) Change Management. Successful Respondent shall not deviate from Services and specifications applicable thereto without prior written consent of Trust Company. Proposed changes may include, but are not limited to, changes to procedures and policies governing operation of TexPool and TexPool Prime.

During the Contract Term, if Successful Respondent believes a change to Services and/or specifications is necessary, the following change management process shall apply:

1) Successful Respondent shall submit in writing to Trust Company a written request for change review and approval. The written request shall describe in detail the proposed change including tasks, timelines, changes (if any) to roles/responsibilities, anticipated impact of change to Trust Company and Participants, and the benefits and potential negative impact or consequences of the changes.

2) Upon receipt of a written request for change review and approval, Trust Company will determine, in its sole discretion, if such change is necessary, complies with applicable laws, and is in the best interests of TexPool, TexPool Prime, Trust Company, and the State of Texas.

3) Changes shall not be implemented…