ESBD_568661_1792104783357_27_RFQ No._TRS000722_ Fiduciary OCC _Solicitation Final.pdf

Solicitation: Outside Legal Counsel (Fiduciary Counsel) Solicitation No.: TRS000722

Teacher Retirement System of Texas (TRS)

Request for Qualifications (“RFQ”)

Solicitation Name – Fiduciary Outside Legal Counsel

Solicitation RFQ Number: TRS000722 NIGP Class/Item Codes: 961-49, 918-74

The following documents are part of and incorporated by reference into this RFQ, issued as a competitive procurement under Texas Government Code Chapter 825:

Part 1 Qualifications Questionnaire: Qualification Questionnaire responses must be completed and submitted via email. By submitting these responses, your counsel attests that they are accurate and true.

Part 2 Qualification Narrative: Qualification Narrative responses must be completed and submitted via email. By submitting these responses, your counsel attests that they are accurate and true.

Part 3 Required Forms: Respondent’s Signature and Information, Respondent’s Certifications, and Preferences must be completed and submitted via email.

Part 4 Outside Counsel Contract (currently under revision and subject to final adoption and approval by the Office of the Attorney General of Texas (“OAG”)), including Addenda A, B, and C (if applicable); and

Attachments:

A TRS Persons List (list of Trustees, selected employees, and contractors doing business with TRS for conflicts and relationship disclosure purposes) B Required Insurance C TRS Code of Ethics for Contractors D TRS Third-Party Assessment Form

F Artificial Intelligence (AI) Assessment Form

Responses must be received by TRS no later than 5:00 p.m. Central time on December 15, 2026. TRS may extend the deadline for responding, reject any and all responses, or issue a new RFQ at any time in its sole discretion. TRS will not notify respondents, unless they are selected for interviews or engagement.

Anticipated Schedule of Events

1. Deadline for Proposals In Issuing Office no later than:

December 15, 2026, 5:00 p.m., Central Time

2. Initial Contract Term Two years

3. TRS Optional Terms One two-year optional renewal terms

4. TRS Procurement and Contracts Representative

Archana Sastry Archana.Sastry@trs.texas.gov

5. TRS Veteran Heros United in Business (HUB) Coordinator

Blender Hill

(512) 542-6867 Blender.Hill@trs.texas.gov

6. Proposals must be Submitted by Email to

LegalRFQ@trs.texas.gov

7. Solicitation Addenda Notices of changes to items directly impacting the original solicitation or proposal process will be posted on the Electronic State Business Daily (“ESBD”) located at www.txsmartbuy.com/sp. TRS will post any amendment to this solicitation on the ESBD as a Solicitation Addendum. It is the responsibility of an interested party to periodically check the ESBD for updates to the solicitation prior to submitting a proposal. Each Respondent is solely responsible for verifying TRS’ receipt of its questions, if applicable, and proposal by the deadlines specified in this solicitation.

8. Questions and Answers Questions regarding this solicitation must be in written email format and submitted to TRS’ Contact Person specified in Item 4 no later than December 1, 2026, 5:00 p.m., Central time. Telephone inquiries will not be accepted.

mailto:Archana.Sastry@trs.texas.gov mailto:Archana.Sastry@trs.texas.gov http://www.txsmartbuy.com/sp

9. Contact with TRS Staff Upon issuance of this solicitation, employees and representatives of TRS, other than TRS’ Contact Person identified in Item 4, will not discuss the contents of this solicitation with any Respondent, potential Respondent, or representative.

Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related proposal.

This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this procurement.

REQUEST FOR QUALIFICATIONS

A. ABOUT TRS

TRS is a $226.3 billion± (as of November 20, 2025), defined-benefit public pension plan and entity of the State of Texas pursuant to section 67 of article XVI of the Texas Constitution and Subtitle C, Title 8, Texas Government Code. TRS is a defined benefit pension plan qualified under section 401(a) of the federal Internal Revenue Code. As a governmental plan, TRS is not subject to Title I of the Employee Retirement Income Security Act (“ERISA”). TRS also administers TRS-ActiveCare, the group health benefits plan for public education employees (Tex. Ins. Code ch. 1579) and TRS- Care, the retiree group health benefits plan (Tex. Ins. Code ch. 1575). Health plan assets are held in separate trusts and, if applicable, are invested in the same manner as pension assets. TRS members and other plan participants and benefit recipients number more than 2,102,992 persons.

TRS invests in securities as defined by the Texas Legislature in section 825.301 of the Texas Government Code. Under section 825.301, TRS is authorized to use derivative instruments. TRS invests globally. TRS engages non-discretionary consultants to advise the Board and staff regarding investment matters. TRS is also authorized by statute to engage external discretionary investment managers. Information about TRS’ investment program and policies is available on TRS’ website by clicking on “Investments.”

TRS is governed by a nine-member Board of Trustees ("Board") appointed by the Governor of Texas. Trustees serve staggered six-year terms (three trustees are appointed in odd-numbered years). TRS is managed by an Executive Director and staff.

The TRS laws and rules and additional information about TRS and the Board are available at or through TRS’ website: http://www.trs.texas.gov.

B. INTRODUCTION AND SELECTION CRITERIA

TRS seeks to identify outside counsel qualified to provide legal services to TRS. See "Scope of Services" below for detailed descriptions. TRS will qualify firms for engagement, as needed. TRS will select outside counsel for engagement based upon consideration of the following criteria:

• Qualifications and Demonstrated Subject Matter Expertise: Successful firms will possess demonstrable expertise and experience as reflected in the Scope of Services and a functional knowledge of TRS’ business and mission.

• Representative Experience: Successful firms will demonstrate continuous, sustained, and mutually beneficial relationships with clients where the firm has successfully delivered legal services similar to those requested by TRS.

• Commitment to TRS Processes: Successful firms will demonstrate an ability and willingness to comply with TRS’ Code of Ethics for Contractors and the Outside Counsel Contract, including contracting and invoicing requirements.

http://www.trs.texas.gov/

• Commitment to Service Delivery: Successful firms will demonstrate appropriate use of technology to provide services efficiently and effectively and continuous use of best practices in processes underpinning the firm’s delivery of services.

• Ethics: Successful firms will demonstrate an absence of disqualifying conflicts of interest and an acceptable history related to formal grievances or complaints, malpractice lawsuits, and other complaints related to professional ethics.1

TRS will evaluate based on the following scoring system:

Low Score Respondents do not meet minimum criteria for the RFQ and may not be selected to enter into a contract.

Medium Score Respondents meet minimum qualifications and representative experience.

Respondents may be selected to enter into a contract dependent on the scope(s) of services and TRS specific needs.

High Score Respondents meet all scoring criteria including qualifications, representative experience, commitment to TRS processes, commitment to service delivery, and demonstrate an absence of disqualifying conflicts of interest. Respondents given a high score are given highest priority for selection but are not guaranteed a contract.

After evaluation of the responses, Respondents may be required to attend an interview in Austin, Texas or via video conference.

There is no assurance that TRS will experience a need during the period covered by this RFQ for any particular service. Consequently, no performance or engagement is guaranteed when qualifying. All TRS engagements require the OAG’s approval. All TRS engagements are non-exclusive.

C. SCOPES OF SERVICES

1. General Information Regarding Outside Counsel. The OAG serves as legal counsel to TRS and provides authorization, approval, and exemption for TRS to retain or utilize services of outside counsel where appropriate through an Outside Counsel Contract. When outside counsel is necessary and approved, TRS’ Legal & Compliance division has primary responsibility to seek, manage, monitor, and coordinate the provision of legal services by outside counsel. Outside counsel must enter the Outside Counsel Contract set by the OAG. The currently approved version of the Outside Counsel Contract is attached to this RFQ. The Outside Counsel Contract is subject to modification by the OAG. Selected outside counsel must be licensed in

1 A respondent may be disqualified solely on this Ethics criteria regardless of other qualifications.

Texas and competent to provide advice and services relating to laws applicable to TRS. If not, all attorneys assigned to work on TRS matters are required to be licensed in Texas, the firm’s response must indicate that the attorneys who shall manage TRS work are either licensed in Texas, have applied for admission and licensure, or an exception to Texas licensure applies.

If an exception to Texas licensure applies, the firm’s response must detail why the exception is applicable.

2. Fiduciary Counsel to Board of Trustees. Fiduciary Counsel is selected by the Board in its sole discretion. Respondents may be required to attend an interview at a scheduled Board meeting in Austin, Texas or by video conference. Fiduciary Counsel will provide specialized legal advice about fiduciary responsibilities, including ethics. The services of Fiduciary Counsel will generally be coordinated through TRS’ Legal & Compliance division. Fiduciary Counsel should expect significant contact with trustees, in-house counsel, TRS’ Chief Compliance Officer, other outside counsel, and key staff personnel. Fiduciary Counsel will be required to attend all TRS Board or committee meetings, unless informed otherwise by TRS’ Chairman of the Board, Executive Director, or General Counsel. Board meetings are typically held in Austin. TRS estimates that Fiduciary Counsel’s services will require approximately ten to thirty hours of lead attorney time each quarter, although special projects or situations may require substantially more time.

Fiduciary Counsel must demonstrate substantial practical knowledge, skill, and experience with respect to the legal and ethical duties of trustees and employees, including, without limitation, the common law of trusts, the Texas Trust Code (Tex. Prop. Code), ERISA-based principles, and relevant case law. Fiduciary Counsel must be generally knowledgeable of pension administration and investment matters, including portfolio theory, public plan administration, conflicts of interest, and prohibited transactions. Fiduciary Counsel should have experience with public pension system and institutional investor legal concerns.

Additionally, Fiduciary Counsel should have experience with ERISA (TRS is not subject to ERISA), the federal Internal Revenue Code as it relates to qualified governmental plans, actuarial funding of pension plans (particularly defined benefit and combined defined benefit and defined contribution plans), the Investment Advisers Act of 1940, and other relevant federal securities laws. Finally, Fiduciary Counsel must demonstrate communication sophistication for public officials and diverse audiences. Sensitivity to conflicts of interest questions and related ethics issues, especially as they relate to transactions involving plan assets, is a desired attribute. Fiduciary Counsel must demonstrate familiarity and experience with chapter 572 of the Texas Government Code (relating to ethics).

Fiduciary Counsel will:

a. respond with timely verbal or written legal opinions to questions regarding fiduciary duties submitted by the Board, the Chairman of the Board, the Executive Director, or the General Counsel;

b. review investment policies and procedures as requested, review proposed changes to such policies and procedures, and submit comments and recommendations to TRS staff and the Board;

c. contribute, as requested, educational training programs on fiduciary responsibility and ethics, including written materials, to the Board and key staff;

d. provide requested opinions on ethical and conflict of interest questions with respect to system fiduciaries;

e. assist as requested in the communication of fiduciary concerns involving TRS to trustees, staff, consultants, advisors, and other parties;

f. attend TRS board meetings, unless otherwise informed by the Board, the Chairman of the Board, the Executive Director or the General Counsel, and respond to questions regarding fiduciary duties and ethics;

g. provide expert advice on all matters related to ethics and ethical decision-making within a public trust; and

h. provide advice on potential liabilities of trustees and other TRS fiduciaries.

Fiduciary Counsel is expected to develop a working knowledge of Texas laws creating or governing the retirement system.

D. TERMS OF THE OUTSIDE COUNSEL CONTRACT

Services under this RFQ will commence on or after September 1, 2027. All engagements will be evidenced by the OAG standard Outside Counsel Contract, which is subject to modification.

Engagements initially commencing in FY 2028 will terminate on or prior to August 31, 2029. TRS may engage counsel under the terms of this RFQ for one (1) additional terms of September 1, 2029 through August 31, 2031. The term for a particular engagement relating to active litigation will be for the duration and final conclusion of the litigation. Each agreement will specify a total limit on contract amount, hourly rates, fees, and reimbursable expenses during the engagement.

The OAG currently limits fees to $525 for hourly attorney rates and $225 for paralegal rates. TRS will consider alternative fee arrangements, including fixed fees for specified services.

Fiduciary Counsel must comply with TRS’ Code of Ethics for Contractors (“TRS Code” or “Code”) and section 825.212 of the Texas Government Code (and the reporting requirements contained therein), other applicable state laws, and the conflict-of-interest provisions of the agreement.

The Board may revise the Code from time to time.

Fiduciary Counsel must sign and comply with the required Outside Counsel Contract as set forth by the OAG. The engagement agreement includes, inter alia, provisions requiring representations including a representation that the law firm and attorneys working on TRS matters are not involved in activities that require either the firm or the attorneys to register as lobbyists under chapter 305 of the Texas Government Code. Fiduciary Counsel must also agree that neither it nor any other attorney of the firm working on TRS matters will register as a lobbyist during the term of the engagement. TRS will not waive these requirements.

TRS will not sign a waiver of any conflict of interest under the applicable rules of professional responsibility or otherwise, but will consider whether conflicts or potential conflicts can be cured or mitigated under the TRS Code. The process for curing a conflict of interest is contained in the attached Code. Fiduciary Counsel should consider the nature of its existing clients and areas of practice and determine whether it can represent TRS under the terms of the engagement agreement.

An attorney must be licensed by the State Bar of Texas to provide legal services and advice concerning Texas law, regardless of whether the attorney is actually located in Texas. If an Outside Counsel Contract requires counsel to provide legal services and advice on Texas law, then a Texas-licensed attorney must be utilized and named as lead counsel in Addendum B of the Outside Counsel Contract. Lead Fiduciary Counsel must provide documentation of good standing from the state bar or the licensing authority of the jurisdiction in which the attorney resides and is licensed. A law firm with no Texas-licensed attorneys will not be authorized to provide legal services and advice concerning Texas law. Only in limited circumstances will the OAG approve an outside counsel firm with no attorneys licensed in Texas, such as when the scope of legal services to be performed is strictly limited to federal law practice.

E. RESPONSE INSTRUCTIONS

Deadline to Respond. To be considered, responses for Parts 1 through 3 must be received by TRS no later than December 15, 2026, 5:00 p.m., Central time. TRS may, in its sole discretion, extend the deadline.

Deadline to Submit Questions. All Respondent questions are due to TRS no later than December 1, 2026, 5:00 p.m., Central time. TRS responses to questions will be posted to the ESBD. Only TRS responses to questions posted on the ESBD are binding.

Respondents must notify TRS’ Procurement and Contracts Representative of any alleged ambiguity, conflict, discrepancy, exclusionary specifications, omission, or other error in the solicitation by the deadline for submission of questions. If a Respondent fails to properly and timely notify TRS’ Procurement and Contracts Representative of any alleged ambiguity, conflict, discrepancy, exclusionary specifications, omission, or other error in the solicitation, the Respondent, whether awarded a contract or not:

a) waives any claim of error or ambiguity in the solicitation and any resulting contract;

b) must not contest the interpretation by TRS of such provisions(s); and

c) is not entitled to additional compensation, relief, or time by reason of such ambiguity, conflict, discrepancy, exclusionary specifications, omission, or other error or its later correction.

Format and Submission Instructions. Responses to Parts 1 through 3 (Qualifications Questionnaire; Qualifications Narrative; and Required Forms) must be submitted to TRS via email to LegalRFQ@trs.texas.gov. Electronic versions submitted via email must be in .pdf format, except for any redlines made to the Business Associate Agreement document, which must be made in Track Changes and submitted to TRS in Word format. Please note TRS’ server can only accept electronic attachments that are 25 MB or smaller.

mailto:LegalRFQ@trs.texas.gov

Part 1. Qualifications Questionnaire

Part 1, Qualifications Questionnaire, consists of required questions and affirmations. It is estimated that 30 minutes to 1 hour is required to complete Part 1.

TEACHER RETIREMENT SYSTEM OF TEXAS (TRS) – REQUEST FOR QUALIFICATIONS (RFQ) FOR

LEGAL COUNSEL

Part I: Qualifications – TRS Fiduciary Counsel RFQ TRS’ Fiduciary Counsel RFQ has 3 parts. All parts must be completed and received by TRS to constitute a response. This questionnaire is Part 1 only. Responses for Part 1, Qualifications Questionnaire, Part 2, Qualifications Narrative, and Part 3, Required Forms, must be received by TRS no later than December 15, 2026, 5:00 p.m., Central Time.

Contact Information Please enter Fiduciary Counsel/firm’s primary contact information regarding RFQ response questions and lead attorney contact information for each subject matter on which counsel seeks to represent TRS.

Main Contact Information Name of the Firm: Click or tap here to enter text.

Contact Last Name: Click or tap here to enter text.

Contact First Name: Click or tap here to enter text.

Physical Address: Click or tap here to enter text.

Mailing Address: Click or tap here to enter text.

City/Town/State/Zip: Click or tap here to enter text.

Phone Number: Click or tap here to enter text.

Fax Number: Click or tap here to enter text.

E-mail: Click or tap here to enter text.

Lead Attorney(s) Contact Information (if different from Main Contact) Last Name: Click or tap here to enter text.

First Name: Click or tap here to enter text.

Physical Address: Click or tap here to enter text.

Mailing Address: Click or tap here to enter text.

City/Town/State/Zip: Click or tap here to enter text.

Phone Number: Click or tap here to enter text.

Fax Number: Click or tap here to enter text.

E-mail: Click or tap here to enter text.

License Information

Is the lead attorney licensed to practice law in the state of Texas?

☐ Yes ☐ No

If no licensure in Texas, will lead attorney become licensed to practice law in Texas?

☐ Yes ☐ No ☐ N/A

If no, how does lead attorney qualify to provide TRS services (for example, Fiduciary Counsel will not advise TRS on Texas law or Fiduciary Counsel will designate a Texas licensed attorney within the firm as co-lead counsel)?

Click or tap here to enter text.

Provide the names and positions of all attorneys proposed to perform services for TRS (e.g., Mary Doe, Partner). Please attach additional sheets if necessary.

Click or tap here to enter text.

Does Fiduciary Counsel have experience representing any public pension organization?

☐ Yes ☐ No

Subject to receiving client consent, please identify pension or health plans or other major institutional investors, either private or public, to which you render or have rendered significant fiduciary legal services during the past year. Please include name and phone numbers.

Choose from the dropdown list.

Click or tap here to enter text if you selected Yes.

If no client consent was obtained or you elect not to request such consent, describe representative clients in general terms to support your firm’s qualifications and experience to represent TRS.

Click or tap here to enter text.

Historically Underutilized Businesses (HUB) State agencies are required to make a good faith effort to assist Historically Underutilized Businesses (HUBs) in receiving agency contract awards, including subcontracts. Please respond to the following questions.

Is Fiduciary Counsel/firm certified as a Texas VetHUB?

☐ Yes ☐ No

Ethics for Contractors and Conflicts of Interest

After diligent internal inquiry, identify any known relationship, either business or personal, which you or a member of your firm has with any TRS Board member, employee, contractor, or other person or entity listed on the "TRS Persons" document attached to the RFQ. "Relationship" must be considered in its broadest sense or meaning. If aware of none, select “None” below. A comprehensive conflicts check is generally required prior to engagement of any firm selected for engagement. Prior to interviews, candidates may be prescreened for certain conflicts.

Please confirm that you have made a diligent internal inquiry for known relationships. ☐ I Confirm

If yes, please provide Fiduciary Counsel’s TPASS VID/Certification Number Click or tap here to enter text.

An evaluation of potential subcontracting opportunities was conducted in accordance with section 2161.252 of the Texas Government Code and it was determined that there are no probable subcontracting opportunities under any anticipated Contract(s) resulting from this Solicitation. Therefore, TRS does not require that an SP be submitted with Responses.

However, if Respondent determines the need to subcontract for any services, materials, or supplies to fulfill Services, Respondent must submit a completed SP with their Response and follow the instructions provided in the SP form.

TRS may determine at any point during the life of any Contract(s) resulting from this Solicitation that there are probable subcontracting opportunities and require Contractor to submit an SP at that time. In addition, if Contractor determines a need to subcontract services, materials, or supplies to a subcontractor at any point during the life of the Contract, Contractor must receive prior written approval from TRS regarding such subcontracting and request a review of an SP. Contractor may not utilize a subcontractor without prior written approval from TRS. If an SP is required, Contractor must complete, sign, and submit a Progress Assessment Report (“PAR”) form monthly via PAVES no later than the last day of the month for the remaining life of the Contract. Failure to submit the PAR form with the invoice will cause delay in payment. The PAR form shall be completed by Contractor, even if Contractor declares “self-performing” on the SP. The PAR form will be provided to Contractor following execution of the Contract.

If a Respondent intends to subcontract any portion of Services to a subcontractor, Respondent must retain documentation reflecting that it conducted a solicitation as part of a good faith effort to locate a certified VetHUB to provide the Service.

For information on how to complete an SP, please contact TRS’ VetHUB Coordinator, Blender Hill at blender.hill@trs.texas.gov. Respondents must obtain prior approval from TRS if they wish to make changes to the SP after it is submitted.

https://comptroller.texas.gov/purchasing/docs/hub-forms/ProgressAssessmentReportForm.xlsm mailto:blender.hill@trs.texas.gov

Did you identify any relationships as listed on the "TRS Persons" document attached to the

RFQ?

☐ No ☐ Yes, full description and explanations are provided in Part 2, Qualifications Narrative response

Does Fiduciary Counsel have any limitations on providing services contemplated by the “Scope of Services” designated in its response? (for example, Fiduciary Counsel cannot attend TRS Board meetings in person)

☐ No ☐ Yes, full description and explanations are provided in Part 2, Qualifications Narrative response Click or tap here to enter text.

Does Fiduciary Counsel have any conflicts that must be disclosed to TRS under the RFQ?

☐ No ☐ Yes, full description and explanations are provided in Part 2, Qualifications Narrative response

Has Fiduciary Counsel or any attorney in Fiduciary Counsel’s organization represented a client before TRS within six months from the date of your response?

☐ Yes ☐ No

If Yes, what is the nature of the contact with TRS (please include the month and year contact last occurred).

Click or tap here to enter text.

Is Fiduciary Counsel or any attorney in the organization that is proposed to work on TRS matters currently registered as a lobbyist under chapter 305 of the Texas Government Code?

☐ Yes ☐ No

Will Fiduciary Counsel or any attorney in the organization who is proposed to work on TRS matters likely to be required to register as a lobbyist during the pendency of any engagement with TRS?

☐ Yes ☐ No

Has any attorney proposed to work on TRS matters been investigated, sued, or charged with a crime involving any of the following: fraud; dishonesty; theft; breach of professional ethics;

campaign contributions, kickbacks or “pay-to-play” arrangements (whether alleged or adjudicated); lobbying violations; ethics violations; or any personal investment or other personal or business involvement concerning an underwriter, an issuer of securities, an investment adviser, a fiduciary institution, an employee benefits plan, an investment company, an investment vehicle, a placement agent, a broker-dealer, an insurer, a real estate transaction, or a lending institution?

Fiduciary Counsel must provide description and explanation in Part 2, Qualifications Narrative response.

☐ No ☐ Yes, full description and explanations are provided in Part 2, Qualifications Narrative response

Does Fiduciary Counsel/firm carry professional liability insurance equal to or greater than $1,000,000? Qualified Fiduciary Counsel/firm is required to provide Certificate of Coverage to

TRS.

☐ Yes ☐ No

Indicate the range of the deductible or any self-insured retention with respect to Fiduciary Counsel’s professional liability insurance.

Select from the dropdown list.

By affirming, you are authorized to submit this response on behalf of the person(s) or entity(ies) named in this Questionnaire.

☐ I Affirm

Please provide your full name and title. Click or tap here to enter text.

By affirming, you acknowledge that all information provided in this Questionnaire is truthful and accurate as of the date provided.

☐ I Affirm

Part 2. Qualifications Narrative

General Instructions for Responses to Part 2: A response should set forth each question or request for information required by (a) – (t) below followed by the narrative answer. Pages should be numbered sequentially with the name of the firm printed on each page.

Responses should be submitted in at least 10-point type. Supplemental information (such as detailed or formal attorney resumes or general firm information), if any, should be restricted to and attached as appendices.

Following all formatting requirements is mandatory; however, so long as there is substantial compliance in the judgment of TRS, minor deviations will not disqualify a Respondent from consideration. Prospective counsel must be brief in their responses. Responses must be narrowly focused on firm and attorney competency, qualifications, and experience in substantially similar client matters for similar clients.

TRS Qualifications Narrative questions or requests for information:

a) Affirm that Part 1, Qualifications Questionnaire, has been completed.

b) Provide a very brief summary résumé describing the education, legal or relevant experience, recent speaking engagements, and list of significant, relevant publications of the attorney proposed to work as a lead attorney for the subject matter area to which the response is directed. Provide a résumé and biographical sketch describing the education, experience, speaking engagements or other activities, and publications of other attorneys proposed to work on TRS matters. Provide other relevant licenses or professional qualifications held by each attorney proposed to provide services to TRS.

c) Describe Fiduciary Counsel’s policies or procedures for business continuity when key personnel assigned to TRS services are unable to perform.

d) If you indicated on the Qualifications Questionnaire that no attorney is licensed in Texas or intends to apply for membership in the Texas Bar, provide an explanation of how you may qualify for TRS representation. The OAG requires that any outside counsel providing service or advice concerning Texas law must be licensed by the State Bar of Texas.

e) Provide a brief description of your law firm (if with a firm), including historical background, number and location of firm offices, number of attorneys, and major areas of practice.

f) Provide a copy of your firm’s culture/values statement.

g) Provide a summary description of strategic goals and practices your firm implements to ensure knowledgeable and experienced representation on client matters, including membership in organizations in the legal community and/or relevant certifications.

h) Provide a summary description of your firm’s practice that your firm proposes to represent

TRS, including the size and scope of the practice and any other resources of your firm that are relevant to your practice in that specific area. With specificity, indicate the extent and manner of your representation of public pension organizations related to investment boards or public employee health plans.

i) State whether and why your response excludes any services contemplated by this RFQ as set forth in the Scope of Services. For example, if you wish to exclude the services described in Section D above relating to review of investment policies, please explain.

j) Provide a very brief summary description of three (3) significant situations, transactions, or cases, including the outcome, in which your firm has provided extensive legal services as Fiduciary Counsel to pension funds, health plans, or other institutional clients.

k) If no clients consented to you providing a list of representative clients or you elect not to request such consent, please so state and describe the representative clients in general terms to support your firm’s qualifications and experience to represent TRS. If counsel has represented any pension or health plans or other institutional investors, either private or public, please explain.

l) Limitations, Conflicts, or Prior Work. Explain:

1) whether and why any limitations exist on the nature or scope of services that can be provided by any attorney proposed to work on TRS matters (e.g., see Section C above);

2) whether the firm or any person proposed to work on TRS matters is currently registered as a lobbyist under chapter 305 of the Texas Government Code or likely to be required to register as such during the pendency of an Outside Counsel Contract with TRS due to the nature of their activities; and

3) how Fiduciary Counsel identifies and manages conflicts of interest.

m) Fiduciary Counsel is encouraged to describe online services or other resources utilized to perform work. Will TRS be permitted to use such services? If so, at what cost? Does counsel provide any special or unique support services or newsletters? How does counsel propose to communicate with TRS personnel? (i.e., encrypted electronic mail messages, Extranet, or similar shared services).

n) Describe any methods you will utilize to ensure compliance with TRS’ billing, contracting, and invoicing requirements.

o) If Artificial Intelligence (AI) systems are utilized by counsel, Explain:

1) How you define AI and what AI system, if any, is proposed for use?

2) Where and how AI, including generative AI, is utilized and what notice is provided to TRS in the event AI is used to render services for TRS. How is AI-produced information verified?

3) How does counsel’s AI system protect client confidentiality and what steps are taken to safeguard client information? Counsel is encouraged to provide a summary of policy as it pertains to client data to substantiate the response.

4) How does counsel propose to invoice for services performed by AI systems and if any rate discount will be applied?

5) To what extent can TRS prohibit or limit the use of AI for services rendered for TRS?

p) Explain with specificity whether and why you are unable or unwilling to comply with any provision of the attached Outside Counsel Contract (including its addenda).

q) Explain with specificity whether and why you are unable or unwilling to comply with terms of the engagement described in this RFQ.

r) Identify any known relationship, either business or personal, which you or a member of your firm has with any TRS Board member, employee, contractor, or other person or entity listed on the "TRS Persons" attachment.

If aware of none, state “None.” (A comprehensive conflicts check is generally required prior to engagement of any firm selected for engagement. Prior to interviews, candidates may be prescreened for certain conflicts.) Please confirm in your response that you have made a diligent internal inquiry.

s) Identify any relationship, whether business or personal, which you or a member of your firm has with a person known to you to have substantial business dealings with TRS, including, but not limited to, those listed on the “TRS Persons” attachment. All matters assigned to counsel will require completion of a relationships and conflicts check.

t) For Fiduciary Counsel and any member of Fiduciary Counsel’s firm (including attorneys proposed to perform services on TRS matters), identify and describe all formal grievances or complaints, malpractice lawsuits, or civil or criminal matters regarding legal representation during the past ten years and whether you or any firm attorney has had a formal grievance or complaint lodged against him or her pursuant to the applicable disciplinary rules, been sued for malpractice, or been the target of or a named defendant in any civil or criminal investigation or regulatory enforcement action in connection with any type of legal representation. Please state whether any firm attorney proposed to work on TRS matters has been investigated, sued, charged with, or convicted of a crime involving any of the following:

fraud; dishonesty; theft; breach of professional ethics; campaign contribution, kickback or “pay-to-play” arrangements (whether alleged or adjudicated); lobbying violation; ethics violation; or any personal investment or other personal or business involvement concerning an underwriter, an issuer of securities, an investment adviser, a fiduciary institution, an employee benefits plan, an investment company, an investment vehicle, a placement agent, a broker-dealer, an insurer, a real estate transaction, or a lending institution.

u) Identify any subcontractors that the firm intends use to provide the services required under the Scope of Services. Describe the services that the subcontractor will be providing.

PART 3: Required Forms

Complete and return the forms in Part 3 which consist of:

• Respondent’s Signature and Information

• Acknowledgement of Additional Documents

• Respondents’ Certifications

• Preferences

• Vendor Setup Form

• Business Associate Agreement

• Non-Disclosure Agreement (NDA)

• TRS Code of Ethics for Contractors (Attachment C)

• Information Security Risk Assessment HIPAA Compliance – Supplemental Assessment

• Information Security – Third-Party Assessment Form (Attachment D)

• Artificial Intelligence (AI) Assessment Form (Attachment F)

Review Phase. Information included in a response to this RFQ, Parts 1 or 2, will not be released by TRS during the initial review phase, unless TRS is legally required to do so. All information submitted to TRS in a response is presumed to be subject to disclosure under the Texas Public Information Act (“Act”), unless an exception to disclosure under the Act is applicable, as determined by the OAG. The terms of all Outside Counsel Contracts are public information and subject to public disclosure. Under no circumstances may TRS, its trustees, officers, employees, agents, or attorneys be held liable for any disclosure of any information submitted in a response to this RFQ. By submitting a response, prospective counsel waives and releases any claim or liability on the part of TRS, its trustees, officers, employees, agents, or attorneys with respect to disclosure of any information included in a response or Outside Counsel Contract.

Respondent’s Signature and Information

It is a Respondent’s responsibility to complete, include all written information below, sign, and return this page with its Response. Failure to do so will disqualify the Response.

Registered Name of Respondent:

D/B/A:

Company Address:

Texas Vendor ID Number:

By signature hereon, Respondent represents and warrants that the individual signing this document and the documents made part of this Solicitation and Proposal is authorized to sign such documents on behalf of the company and legally bind the company under any Outside Counsel Contract which may result from the submission of this Proposal.

An authorized representative on behalf of a Respondent must complete and sign below. Failure to sign the Proposal or signing it with a false statement shall void the submitted Proposal and any resulting contracts.

Signature of Authorized Representative Date Signed

The ID number is the payee identification number assigned and used by the Comptroller of Public Accounts of Texas to process payment for goods/services. Provide one of the following:

Federal Employers Identification Number (EIN):

DUNS Number, if applicable:

Every contractor must provide an EIN number prior to receiving payment under an awarded contract. For information on obtaining your EIN, you may call the IRS at 800-829-4933 or visit Apply for an Employer Identification Number (EIN) Online (https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online)

Printed Name, Title, and Contact information of Respondent Representative to contact regarding this Response:

Name, Title:

Phone Number:

Email Address:

https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

Outside Counsel Contract

Acknowledgement of Additional Documents

The following list of documents are part of this solicitation and future contract documents as updated throughout the term of the contract. Respondents must initial that they reviewed the documents listed on this form and return this form with their Response. Failure to initial may result in the disqualification of Respondent’s proposal. Documents that are required to be signed or returned with a Respondent’s proposal are identified above.

Document Document Link Initials

Respondent’s Certifications (complete and return with Proposal) Link Preferences (complete and return with Proposal) Link

Vendor Setup Form (complete and return with Proposal) Link

OAG’s Outside Counsel Contract template (inclusive of Addenda A through C; will be part of awarded contract)

Attached as Part 4

Code of Ethics for Contractors (sign and return with Proposal; will be part of awarded contract)

Attachment C

Business Associate Agreement (BAA) (redlines must be made in Track Changes and submitted to TRS in Word format; finalized BAA will be part of awarded contract)

Link

Confidentiality Policy (will be part of awarded contract) Link

Confidential Information Procedures and Standards (will be part of awarded contract) Link

Non-TRS Workers Policy (will be part of awarded contract) Link Information Security Manual (will be part of awarded contract) Link

Information Security Policy (will be part of awarded contract) Link

Non-Disclosure Agreement (NDA) (sign and return with Proposal; will be part of awarded contract) Link

Release of Claims (will be part of awarded contract; to be completed with final invoice) Link

Information Security Risk Assessment HIPAA Compliance – Supplemental Assessment (complete and return with Proposal)

Link

Information Security – Third-Party Assessment Form (complete and return with Proposal)

Attachment D

Artificial Intelligence (AI) Assessment Form Attachment E https://www.trs.texas.gov/TRS%20Documents/contract_respondent_certification.pdf https://www.trs.texas.gov/TRS%20Documents/contract_preferences.pdf https://trs.texas.gov/files/migrated/TRS-Documents-vendor-setup-form.pdf https://www.trs.texas.gov/TRS%20Documents/contract_hipaa_baa.docx https://www.trs.texas.gov/TRS%20Documents/confidentiality_policy.pdf https://www.trs.texas.gov/TRS%20Documents/confidentiality_procedures.pdf https://www.trs.texas.gov/TRS%20Documents/contract_nontrsworker.pdf https://www.trs.texas.gov/TRS%20Documents/information_security_manual.pdf https://www.trs.texas.gov/TRS%20Documents/information_security_policy.pdf https://trs.texas.gov/files/migrated/TRS-Documents-contract-nondisclosure-agreement.pdf https://www.trs.texas.gov/TRS%20Documents/contract_release_of_claims.pdf https://trs.texas.gov/files/migrated/TRS-Documents-HIPAA-Supplemental-Risk-Assessment-Business-Associate.docx

Part 4. Outside Counsel Contract Template

(THIS CONTRACT TEMPLATE IS CURRENTLY UNDER REVIEW, MAY BE MODIFIED, AND IS SUBJECT

TO FINAL ADOPTION AND APPROVAL BY THE OFFICE OF THE ATTORNEY GENERAL OF TEXAS)

OUTSIDE COUNSEL CONTRACT

OAG Contract No.

This agreement, including all Addenda (incorporated herein by reference), is hereinafter referred to as the “Outside Counsel Contract,” “Contract,” or “OCC.” This Outside Counsel Contract is made and entered into by and between the (“Agency”) and (“Outside Counsel”). The term “Party” or “Parties” as used in this OCC refers to either Agency, Outside Counsel, or both, and does not include the Office of the Attorney General of Texas (“OAG”). This OCC is made and entered into with reference to the following facts:

INDUCEMENTS

Whereas, Agency requires the assistance of outside legal counsel in carrying out its responsibilities;

Whereas, Agency has received prior approval from the OAG to contract for outside legal services;

and

Whereas, Outside Counsel desires to provide legal services to Agency, subject to the authority of the OAG.

Now, therefore, in consideration of the inducements, covenants, agreements, and conditions herein contained, the Parties agree and contract as follows:

Section 1. Purpose/OAG Approval.

1.1 Purpose. Outside Counsel shall provide legal services to Agency, as described in Addendum A. Outside Counsel and Agency understand and agree to the OAG’s continuing authority and right to expand or limit the scope of legal services provided by Outside Counsel to Agency.

1.2 OAG Approval. The Texas Attorney General’s, or his Designee’s, signature on this OCC represents the OAG’s approval of Outside Counsel serving as legal counsel to Agency during the term of, and for the purposes expressed in, this OCC. Consistent with Section 402.0212 of the Texas Government Code, the OAG may withdraw, modify, limit, or expand this approval at any time.

1.2.1 Litigation. Outside Counsel shall not represent Agency in any litigation unless Addendum A specifically and unambiguously authorizes litigation in a particular matter. If

Addendum A does not specifically authorize Outside Counsel’s representation of Agency in a particular litigation matter and Agency requires such representation, Agency must request and receive OAG approval of a new Outside Counsel Contract (or, at the OAG’s sole discretion, an amendment to this Contract) for litigation, before filing or responding to litigation matters. If Addendum A specifically authorizes litigation in a particular matter, Outside Counsel has the duty to promptly notify Agency and the OAG of the desirability or likelihood of an appeal. In addition, because significant legal issues that are important to the State may be at stake, the OAG may monitor the representation, and any proposed litigation, settlement, or other resolution thereof throughout the course of this OCC. Accordingly, the OAG requires that upon request it be given updates throughout the course of the representation, that it have a right of access to documents and information as the OAG deems necessary, and have opportunity to provide consultation throughout the matter. Should the OAG deem it necessary at any time during the course of this OCC, the OAG may either take over the representation completely, or otherwise act as co-counsel, upon giving notice to the Parties.

1.2.2 Appellate Matters. Irrespective of any authorization to engage in litigation in this OCC, or in a writing outside of this OCC, Outside Counsel is not authorized to proceed on any appeal, in any capacity, whether interlocutory or otherwise, whether as appellant, appellee, respondent, applicant, or otherwise, without first obtaining the written permission of the Texas Attorney General, First Assistant Attorney General, or Solicitor General.

1.2.3 Prohibited Subject Matters. The Parties must obtain written approval of the OAG before taking any of the following actions: waiving sovereign immunity (to any extent, for any reason); agreeing to any form of indemnification, or similar promise or agreement, to hold another party harmless; or, making any claims or challenges under the Texas or U.S. Constitution. Outside Counsel is only permitted to represent or advise Agency in “environmental, social, and/or governance” (ESG) type matters or “diversity, equity, and/or inclusion” (DEI) type matters if expressly authorized in Addendum A and only in compliance with state laws as reflected in the written certifications identified in Addendum C.

1.2.4 OAG Review of Outside Counsel Invoice and Release of Payment. In addition to approval from the OAG to contract for legal services, unless the OAG has granted an exemption, Outside Counsel invoices must be reviewed and approved by the OAG pursuant to Section 402.0212(b) of the Texas Government Code and Title 1, Chapter 57 of the Texas Administrative Code prior to issuance of any payment by Agency to Outside Counsel.

Section 2. OCC Term.

This OCC shall commence on , and shall terminate on (hereinafter “OCC Term”), unless terminated earlier pursuant to Section 7 (Termination) of this OCC. The OCC Term may not be extended except by amendment pursuant to Section 8.11 (Amendments) of this OCC.

Section 3. Obligations of Outside Counsel.

3.1 Duties. Outside Counsel shall provide professional legal services to Agency as described in Addendum A. Outside Counsel shall represent Agency, and otherwise provide the professional legal services described in Addendum A, with due professional care as required by applicable law, regulations, and disciplinary rules. Outside Counsel agrees that timing may be crucial to the performance of this OCC and will strictly comply with all of the deadlines and associated requirements for the successful performance of the services described in Addendum A.

3.2 Staff. Outside Counsel is expected to perform valuable services for Agency, and the method and amount or rate of compensation are specified in Section 5 (Compensation/Expenses) and Addendum B of this OCC. Outside Counsel staff and employees are expected to perform work of a type commensurate with their professional titles. Outside Counsel agrees that any person employed or engaged by Outside Counsel and who assists in performing the services agreed to herein shall not be considered employees or agents of Agency or the State of Texas.

3.3 Public Information, Confidentiality and Privilege. Outside Counsel acknowledges that information created or exchanged in the course of representation of a governmental body may be subject to the Texas Public Information Act, Chapter 552 of the Texas Government Code, and may be subject to required disclosure in a publicly accessible format pursuant to Section

2252.907 of the Texas Government Code. Outside Counsel will exercise professional judgment and care when creating documents or other media intended to be confidential or privileged attorney-client communications or work-product that may be subject to disclosure under the Public Information Act (e.g., invoices where incidental notation may tend to reveal litigation strategies or privileged information).