RFP 0310-M, Page 1 of 27

BOILERPLATE

REVISED JANUARY 2026

STATE OF WYOMING

DEPARTMENT OF ADMINISTRATION & INFORMATION

GENERAL SERVICES DIVISION, PROCUREMENT SECTION

2323 CAREY AVENUE

CHEYENNE, WY 82002

REQUEST FOR PROPOSAL NUMBER 0310-M

WYOMING RETIREMENT SYSTEM

457(B) DEFERRED COMPENSATION PLAN RECORD

KEEPER

PROPOSAL DUE DATE AND TIME

AUGUST 6, 2026 – 2:00:00 P.M. MOUNTAIN TIME

AGENCY REPRESENTATIVE:

JESSICA ABBOTT

PROCUREMENT REPRESENTATIVE:

JAMIE RAFF

Jamie.raff1@wyo.gov 307-777-6721

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Table of Contents

SECTION 1: REQUEST FOR PROPOSAL

SECTION 2: GENERAL PROVISIONS

SECTION 3: SPECIAL PROVISIONS INFORMATION

SECTION 4: KEY DATES

SECTION 5: ADMINISTRATIVE BACKGROUND

SECTION 6: REQUIREMENTS/SPECIFICATIONS

SECTION 7: PROPOSAL SUBMISSION REQUIREMENTS

SECTION 8: EVALUATION METHODOLOGY

SECTION 9: PROPOSAL PRICE SHEET AND SIGNATURE PAGE

Attachments included with RFP:

Appendix A General Provisions

Appendix B General Provisions Affirmation

Appendix C Technical Questionnaire

Appendix D Fee Proposal

Appendix E Fund Information

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

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SECTION 1: REQUEST FOR PROPOSAL

1. SUBMISSION OF PROPOSALS:

The A&I Procurement Office will receive proposals for providing record keeping services for the 457(b) plan for the State of Wyoming, Wyoming Retirement System (WRS) through the Public Purchase online bidding system. Proposals are due no later than 2:00:00 P.M. (Mountain Time) on August 6, 2026.

The technical proposal and cost proposal should be uploaded as separate documents and identified as such.

1.1. Proposals should be accompanied by the attached Proposal Price Sheet and signed by the proper official of the firm. All proposals should be uploaded on the Public Purchase online bidding system. Proposals sent by facsimile, email or paper copy may be rejected.

1.2. Proposals should be submitted through the Public Purchase online bidding system on or before the date and time specified. Proposals received after the date and time specified may be rejected.

1.3. The State of Wyoming reserves the right to withdraw this Request for Proposal, without cause, at any time before a contract has been fully signed and submitted to the A&I Procurement Office.

2. MODIFICATIONS OR WITHDRAWAL OF PROPOSALS:

2.1. A proposal may be altered through the Public Purchase online bidding system before the proposal due date and time contained in this document.

2.2. The proposer may withdraw its proposal through the Public Purchase online bidding system up to the proposal due date and time contained in this document. If a proposal is accepted and the proposer fails to furnish the service agreed upon in the proposal, that proposer may be eliminated from future consideration.

3. PREPARATION OF PROPOSALS:

3.1. A proposal may be rejected if it modifies any of the provisions, specifications or minimum requirements of the Request for Proposal.

3.2. In case of error in the extension of prices in the proposal, unit prices will govern.

4. AWARD AND CONTRACT INFORMATION:

4.1. The State of Wyoming will ensure that minority business enterprises will be afforded full opportunity to submit proposals. The State of Wyoming will not discriminate on the grounds of age, race, color, sex, creed, national origin, or disability status.

4.2. The proposer also, agrees that should their firm be awarded a contract, it will not discriminate against any person who performs work there under because of age, race, color, sex, creed, national origin or disability. In addition, the successful proposer shall comply with the Americans with Disability Act and the Wyoming Fair Employment Practices Act.

4.3. The proposer expressly warrants to the State that it has the ability and expertise to perform the contract if awarded. In doing so, it shall use the highest standards of professional workmanship.

4.4. The State of Wyoming reserves the right to reject any or all proposals, to waive any informality or technical defect in the proposals, or to award the contract in whole or in part, if deemed to be in the best interest of the State to do so. The A&I Procurement Office will award the contract to the firm, determined to have the most responsive and responsible proposal by the Wyoming Retirement System Agency.

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4.5. The successful proposer will be required to agree to and execute a formal contract with the State containing terms required by the Attorney General with reasonable adjustments acceptable to the State.

4.6. If applicable, the State will negotiate payment terms based upon a schedule to be determined by the proposer and the State. Paying invoices will be based upon the proposer successfully completing the deliverables within the stated deadlines, and upon the Agency’s written acceptance of the deliverables or services.

DATED: July 2, 2026

State of Wyoming Procurement Section Buyer: Jamie Raff

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SECTION 2: GENERAL PROVISIONS

1. INSURANCE:

1.1. The contract between the successful proposer and the State shall require the successful proposer to carry certain insurance policies. All such insurance policies, except workers’ compensation and unemployment compensation policies, shall contain a waiver of subrogation against the Agency and the State, its agents and employees.

1.2. The contract between the successful proposer and the State shall require cyber liability insurance which shall be sufficiently broad to cover all duties and obligations undertaken by successful proposer and shall include, but not limited to, claims involving infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or description of electronic information, release of private information, alteration of electronic information, extortion and network security, with minimum limits as follows:

1.2.1. $2,000,000.00 each occurrence; and

1.2.2. $2,000,000.00 general aggregate.

1.2.3. Coverage should include breach response, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations. Higher limits may be required when the contract involves large amounts of protected information or is high risk.

2. LAWS TO BE OBSERVED:

2.1. The proposer shall keep fully informed of, and comply with, all applicable federal and state laws or rules, all local bylaws, regulations and all orders and decrees of bodies or tribunals having any jurisdiction or authority. The proposer shall protect and indemnify the State and its representatives against any claim or liability arising from or based on the violation of any law, bylaw, ordinance, regulation, order or decree whether by himself or its employees.

3. ASSIGNMENT:

3.1. The proposal shall not be assigned by the proposer. Third party participation is authorized only as a joint venture that shall be clearly stated in detail in the original proposal and signed by all parties participating.

3.2. The proposer shall not enter into any subcontracts for any of the work contemplated under this Request for Proposal without the State’s prior written authorization.

4. EXTENSION AND AMENDMENT:

4.1. The proposer and the State covenant and agree that this proposal or subsequent contract may, with the mutual approval of the proposer and the State, be extended two years at a time, for a total contract period not to exceed nine (9) years.

5. AUDIT AND ACCESS TO RECORDS:

5.1. The State or any of its duly authorized representatives shall have access to the proposer’s books, documents, papers, electronic data and records that are directly pertinent to this Request for Proposal.

6. CONFLICT OF INTEREST:

6.1. The proposer warrants that no kickbacks, gratuities, or contingency fees have been paid in connection with this Request for Proposal and none have been promised. The proposer warrants

RFP 0310-M, Page 6 of 27 that no one being paid pursuant to the proposal is engaged in any activity that would constitute a conflict of interest with respect to the purchases of the proposal.

7. NO FINDER’S FEE:

7.1. The proposer warrants that no finder’s fee, employment agency fee, or any such fee related to the proposal shall be paid.

8. SOVEREIGN IMMUNITY:

8.1. Pursuant to Wyoming Statute § 1-39-104(a), the State of Wyoming and the Agency expressly reserve sovereign immunity and specifically retain all immunities and defenses available to them as sovereigns. The proposer acknowledges that the State of Wyoming has sovereign immunity and only the Wyoming Legislature has the power to waive sovereign immunity. Designation of venue, choice of law, enforcement actions, and similar provisions shall not be construed as a waiver of sovereign immunity. The parties agree that any ambiguity in this Request for Proposal shall not be strictly construed, either against or for either party, except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity.

9. INDEMNIFICATION:

9.1. The proposer shall release, indemnify, and hold harmless the State, the Agency and its officers, agents, and employees from any and all claims, suits, liabilities, court awards, damages, costs, attorneys’ fees, and expenses arising out of the proposer’s failure to perform any of the proposer’s duties and obligations hereunder or in connection with the negligent performance of proposer’s duties and obligations, including, but not limited to, any claims, suits, liabilities, court awards, damages, costs, attorneys’ fees, and expenses arising out of proposer’s negligence or other tortious conduct.

10. APPLICABLE LAW/VENUE:

10.1. The construction, interpretation, and enforcement of this Request for Proposal shall be governed by the laws of the State of Wyoming, without regard to conflicts of law principles. The terms “hereof,” “hereunder,” “herein,” and words of similar import, are intended to refer to this Request for Proposal as a whole and not to any particular provision or part.

11. RIGHT OF OWNERSHIP AND MARKETING OF INTELLECTUAL PROPERTY

AND INTELLECTUAL ASSETS SUBMITTED FOR THE RFP (IF APPLICABLE):

11.1. It is acknowledged and agreed that the only party with a right to market, trademark, patent, copyright, or any like right to any intellectual property or intellectual assets submitted in relation to the Request for Proposal shall be and is solely vested in the State. This includes all intellectual property and intellectual assets related to both the written proposal and the oral presentation and any and all documents, pitches, products, media pitches, web screens, layouts, etc. produced for the written proposal and the oral presentation, and any updates, changes, alterations, or modifications to or derivative works.

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SECTION 3: SPECIAL PROVISIONS INFORMATION

PROPOSALS SHOULD BE SUBMITTED THROUGH THE PUBLIC PURCHASE ONLINE BIDDING

SYSTEM BY 2:00:00 P.M. MOUNTAIN TIME ON AUGUST 6, 2026. PROPOSALS RECEIVED

AFTER THE DATE AND TIME SPECIFIED MAY BE REJECTED.

It is the responsibility of the proposer to clearly identify all information that is considered confidential in accordance with the Wyoming Public Records Act, Wyoming Statute §16-4-201 through §16-4-205. Please identify each confidential page with the word “CONFIDENTIAL” in capital, bold letters centered at the bottom of each page. Information not clearly marked may be considered public. If the proposer submits information that it believes is confidential, it should include a statement justifying its basis for that belief.

1. STATE PARTIES:

1.1. This Request for Proposal is issued by the Wyoming Department of Administration and

Information, General Services Division, Procurement Section (Procurement) on behalf of the Wyoming Retirement System (Agency).

1.2. Throughout this document and others in connection with this project, various references are made, or will be made to the “State.” Generally, whenever this reference appears, the term “State” incorporates all state agencies working on this project.

1.3. It should be understood that the Director of Wyoming Retirement System is empowered to be the signatory on all contracts, agreements, or modifications pertaining to this project. Any contracts, agreements, or modifications not bearing this signature or that of a designee are invalid.

2. CONTENT AND PROCUREMENT POINTS OF CONTACT:

2.1. Procurement is the primary point of contact from the date of release of the Request for Proposal until a proposer is selected and the selection is announced.

2.2. Written questions about the procurement should be submitted through the Public Purchase online bidding system until 2:00:00 P.M. Mountain Time on July 20, 2026. Any questions received after that deadline may not be accepted or considered. Each question should be submitted individually.

It is the proposer’s responsibility to check the Public Purchase online bidding system for answers to questions, addenda, or bid tabulations. Telephone calls, emails or faxes may not be accepted.

2.3. Written responses will be available through the Public Purchase online bidding system. Responses will not identify the firm that submitted the question. Only the written answers issued by the Agency are the official position on an issue, and these answers shall become part of the Request for Proposal.

3. RESTRICTIONS ON COMMUNICATIONS WITH AGENCY STAFF:

3.1. Until a proposer is selected and the selection is announced, proposers shall not communicate with

Agency staff except via written questions through the Public Purchase online bidding system.

3.2. If a proposer violates this restriction, the State reserves the right to reject the proposal.

4. EFFECTIVE DATES OF PROPOSAL:

4.1. All terms, conditions and costs quoted in the proposer’s response will be binding on the proposer for one-hundred eighty (180) days from the effective date of the proposal.

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5. ADVERTISING AWARD CONDITIONS:

5.1. A fully executed contract should be completed with the State before the successful proposer may advertise the award of the contract or the services being performed. The proposer should agree not to refer to awards in commercial advertising in such a manner that states or implies that the firm or its services are endorsed or preferred by the State of Wyoming.

6. CONTRACT NEGOTIATIONS:

6.1. The State will notify the most qualified/successful proposer and negotiate a contract in accordance with the Wyoming Attorney General’s contract guidelines. The successful proposer will be required to enter into and sign a formal contract with the Agency.

6.2. In the event the Agency determines contract negotiations are making no forward progress, negotiations will be terminated, and at the State’s sole discretion, negotiations may be initiated with the next most qualified/successful proposer, or the RFP may be withdrawn or reissued. This process will be followed until an agreement is reached, or until the State determines that the RFP will be withdrawn or reissued. The State assumes no obligation to a selected proposer until an agreement is reached and a contract is fully executed. The State will not negotiate concurrently with more than one proposer for the same award.

7. BEGINNING WORK:

7.1. The successful proposer may not perform any work that could be billed until a contract has been executed. The State will not pay for any work by the proposer before a contract is executed.

8. COPYRIGHT INFRINGEMENT:

8.1. The proposer warrants that no materials, products, and services proposed will infringe upon or violate any patent, copyright, trade secret, or other proprietary right of any third party. In the event of a claim by any third party against the State, the State shall promptly notify the proposer, and the proposer shall defend the claim. The defense will be at the proposer’s expense.

9. COST OF PREPARING PROPOSALS:

9.1. All costs incurred for preparing the proposal and for other procurement related activities are solely the proposer’s responsibility. The State of Wyoming will not provide reimbursement of these costs.

10. RISKS AND LIABILITIES:

10.1. By submitting a proposal, a proposer assumes any and all risks and liability associated with information in the proposal and its release.

11. AMENDMENTS:

11.1. The State reserves the right to amend this Request for Proposal before the proposal submission date. Amendments shall be uploaded to the Public Purchase online bidding system. It is the proposer’s responsibility to check the Public Purchase online bidding system for amendments.

12. PROPERTY DAMAGE AND LIABILITY INSURANCE:

12.1. The proposer may be required to furnish proof of property damage liability insurance in the amount deemed necessary by the Agency for this project, if applicable.

12.2. Questions regarding required insurance coverage and limits for this project should be submitted in writing, in accordance with instructions outlined in the special provisions.

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13. MISREPRESENTATION OF INFORMATION:

13.1. Misrepresentation of a proposer’s status, experience, or capability in the proposal may result in disqualification of that proposer from the selection process. Discovery of litigation or investigations in a similar area of endeavor may, at the discretion of the Agency and after consultation with Procurement, preclude the proposer from the selection process.

14. DISPOSITION OF PROPOSALS:

14.1. All material submitted becomes property of the State of Wyoming, which is under no obligation to return any of the material submitted.

15. LEGAL CONSIDERATIONS:

15.1. This Request for Proposal is issued under Wyoming Statute §9-2-3204.

16. PROPOSER RELATIONS WITH STATE:

16.1. The proposer and its staff will have an ongoing relationship with the State that is based on trust, confidentiality, objectivity and integrity. The proposer will operate at all times in the State’s best interests and in a straightforward, trustworthy and professional manner. The proposer shall:

16.1.1. Work cooperatively with the State’s staff and business partners whenever required.

16.1.2. Work cooperatively with the staff of other proposers whenever required.

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SECTION 4: KEY DATES

Event Description Date Time (Mountain Time)

RFP Release Date July 6, 2026

Closing Date for Questions July 20, 2026 2:00 P.M.

Response to Questions Returned July 28, 2026 2:00 P.M.

RFP Submission Due Date August 6, 2026 2:00:00 P.M.

Oral Presentations/Interviews September 2026 N/A

Tentative Award Date October 2026 N/A

Tentative Work Begins Date May 1, 2027 (TBD) N/A

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SECTION 5: ADMINISTRATIVE BACKGROUND

1. INTRODUCTION AND BACKGROUND:

1.1. The purpose of this Request for Proposal (RFP) is to perform a competitive market review of the services and fees offered by recordkeepers for both the currently consumed set of administrative services as well as potential changes (most significantly, a desired-but-not-yet-implemented deemed IRA feature). WRS is issuing this RFP due to the upcoming expiration of its recordkeeping agreement with the incumbent. Empower currently provides services to WRS and is being invited to submit a response to this RFP.

1.1.1. R.V. Kuhns and Associates, Inc (RVK) is assisting WRS with this RFP.

1.1.2. WRS is very proactive as a plan sponsor and maintains its own 457(b) Plan Document.

Currently, there are two sub-plans under the WRS umbrella maintained on the current provider’s recordkeeping system: Plan 01 is for State Government Employers and Plan 02 is for Non-State Employers (see plan statistics below). However, WRS is moving toward consolidating the two underlying sub-plans into a single plan, so that participants who may have accounts in both plans would only have a single account going forward. WRS anticipates making this change within the coming year and proposers should be aware that this consolidation effort will be an expectation of the contracted service. WRS receives participant enrollment forms for agencies that are not auto enrolled and qualifies participant transactions. Approved transactions are uploaded to the current provider via their secure system throughout the day. The provider then adds qualified new accounts to the database.

Following this step, the provider sends WRS a file with closed accounts and new accounts daily to keep WRS’ pension administration system updated on 457(b) account holders.

1.1.3. WRS expects to be treated as a VIP client; some background on the current program includes:

1.1.3.1. The provider takes most of the customer calls. WRS will take calls as well but does not act as the primary for customer calls.

1.1.3.2. Experience in recent years includes both paper enrollment and auto-enrollment.

Currently, State Government Employees and 8 Non-State Employers participate in auto-enrollment programs. The remaining Non-State Employers have manual enrollments.

1.1.3.3. The Plan uses single-manager and multi-manager white label investment options and switches out funds as necessary (included in scope – 2.1.28.3.b).

1.1.3.4. WRS Staff worked with ICE Miller, LLP to file an application with the IRS in 2017/2018 to establish a Traditional and Roth Deemed IRA as a side car within the 457(b) Plan, which was subsequently approved. While Empower confirmed ability to support a Deemed IRA option, the Deemed IRA has not yet been implemented as an option to Plan Participants. However, WRS is seeking support from the selected recordkeeper to preserve the option to implement such an option to the Plan.

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1.1.4. WRS works with its current provider to develop a mutually agreed upon annual communications plan to take advantage of provider’s internal communications unit and meet the needs of WRS. While WRS uses a variety of consultants to produce education and communication materials, WRS is interested in working with a consistent communications resource in a collaborative arrangement, with WRS providing assistance to customize existing materials, including specialized messaging on the website.

1.1.5. WRS uses an integrated approach to education on its Defined Benefit plans and the 457(b) Plan. WRS has 3 internal employees for member educational services and 2 internal employees for member communications. WRS develops much of its educational and communications material but also uses materials from the Provider. The incumbent provider offers its standard materials which are further customized by WRS as part of the overall arrangement. WRS will require the Provider’s administrative manual to facilitate smooth functioning.

1.1.6. Details of the Plans for which services are being sought are provided in Appendix E. Data is as of 12/31/2025 unless otherwise noted.

2. PURPOSE AND INTENT:

2.1. The purpose of this Request for Proposal (RFP) is to solicit competitive proposals from proposers who can offer record keeping services for the 457(b) plan to meet the Agency’s needs and expectations, as described within this RFP.

3. STAKEHOLDERS:

3.1. WRS and its members and beneficiaries enrolled in the 457(b) plan are the ultimate customers and stakeholders.

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SECTION 6: REQUIREMENTS/SPECIFICATIONS

1. SCOPE OF PROJECT:

1.1. To facilitate the requirements of WRS, this RFP is soliciting proposals from qualified providers for recordkeeping and related services.

1.2. WRS is seeking a cost-effective recordkeeping solution that provides access to high-quality technology, seamless delivery of services, and client service/support. The successful Contractor must demonstrate the ability to deploy automated solutions and effectively interface with WRS.

1.3. The successful Contractor’s client servicing philosophy is expected to be best in class and incorporate industry best practices. WRS expects to be assigned a low-turnover, high-quality client servicing team consisting of knowledgeable, experienced, and responsive individuals. Turnover on the assigned team is expected to be kept to a minimum.

2. GENERAL REQUIREMENTS:

The service functions required include, but are not limited to:

2.1. Scope of Activity – Contractor

Organization and Client Service

2.1.1. Proposer will be an experienced provider of recordkeeping for deferred compensation plans with reasonable experience with similar clients to the Wyoming Retirement System.

2.1.2. Proposer will demonstrate a meaningful continued dedication to the DC recordkeeping business.

2.1.3. Proposer’s organization will be stable, with strong credit ratings (if debt ratings are currently applicable) and will maintain reasonable insurance coverage, including professional liability and errors and omissions liability insurance, cyber liability and privacy breach insurance, and fidelity bond/blanket crime coverage.

2.1.4. Proposer will establish and maintain an experienced team of professionals to provide service to the account with limited professional turnover rates.

2.1.5. Proposer’s professionals are expected to be broadly available by e-mail and phone and will exhibit prompt response (24-hour acknowledgment) to Wyoming Retirement System inquiries.

2.1.6. Proposer will provide and maintain reasonable information technology and system resources in support of its service offerings, invest in the maintenance thereof, and have documented and tested data security, disaster recovery, and business continuity plans.

2.1.7. Proposer will demonstrate a commitment to cybersecurity and data privacy which will be supported by a contractual requirement to provide (at Proposer’s sole cost) at least one year of credit monitoring services for any and all participants for which a data breach may have exposed Personally Identifiable Information (PII).

2.1.8. Proposer will meet all applicable federal, state, and local laws, rules, regulations, directives and other governmental requirements pertaining to the privacy, confidentiality, or security of participants’ personal information.

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2.1.9. Proposer will promptly (within 24 hours) notify WRS Staff of any cyber incident or data breach. Respondent will proactively and thoroughly investigate and reasonably address the cause of the breach.

2.1.10. Proposer agrees that information regarding the Plan that is contained in all materials, records, documents, accounting records, software programs, computer tapes or disks that are purchased, developed and /or maintained by Proposer for purposes relative to accounts of the Plan belong to WRS and shall always be accessible to WRS.

2.1.11. Proposer shall maintain duplicates of all records in connection with the Plan. Duplicate records shall, at all times, be kept offsite and in a place of safekeeping.

2.1.12. Proposer shall open all books, records, ledgers and journals relating to the Plan for inspection and audit by WRS or its designee, at any time during normal working hours, with seventy-two (72) hours advance notice. Records requested shall be provided by Proposer on electronic media in an acceptable format within thirty (30) days from receipt of request.

2.1.13. Proposer will no less frequently than annually obtain a third-party audit (i.e., SSAE 18 / SOC 1) to support review of service organizational controls over information security policies and procedures related to the services that the Proposer would provide as a result of this RFP and will provide such audit reporting to WRS and WRS’ authorized designees.

2.1.14. Proposer will no less frequently than annually obtain third party audit (i.e., SSAE 18 / SOC 2, or analogue) to support review of service organizational controls over cybersecurity standards and practices related to the services that the Proposer would provide as a result of this RFP and will provide such audit reporting to WRS and WRS’ authorized designees.

2.1.15. WRS may assess monetary penalties against Proposer for failure to meet performance standards stated within a resulting Contract if not met for two (2) consecutive quarters.

WRS shall notify, in writing, of its intention to invoke a penalty that will be four percent (4%) of successful Contractor’s monthly compensation as negotiated by WRS and successful Contractor. Upon successful Contractor’s written notice of WRS’ intention to invoke a monetary penalty, successful Contractor shall have sixty (60) days to research the problem and remedy it. If remedied within the sixty (60) days, WRS may not invoke the monetary penalty.

2.1.16. Proposer agrees to provide WRS a detailed contingency plan for disaster recovery of Proposer’s electronic data processing equipment that assures some system functionality will be back in operation within forty-eight (48) hours of a disaster.

2.1.17. Proposer agrees that all information obtained by it from any individual state or local employees, whether the employee becomes a participant or not, shall be kept in absolute confidence and shall not be utilized by Proposer or any of its officers, directors, agents or employees in connection with any other matter without prior written consent of WRS.

2.1.18. Proposer agrees that the sole compensation for performing the services under any resulting Contract shall be the amount agreed to in the Contract. On a quarterly basis, successful Contractor will disclose to WRS all compensation or remuneration from investment companies associated with this Plan and all will be used to offset recordkeeping costs or be passed to WRS. Successful Contractor’s failure to do this will constitute a material breach of the Contract.

Trust / Recordkeeping / Administration Services

2.1.19. The Wyoming Retirement System Board will serve as the Trustee.

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2.1.20. As retained by the Trustee, the Proposer will provide custodial services directly, through an affiliate, or through another qualified entity, to register and safe-keep all Plan assets (including deemed IRA assets), to execute and settle all buy, sell and reinvestment transactions, and to collect and report all dividend and interest payments.

2.1.21. Proposer, an affiliate thereof, or a qualified third-party provider of custodial services, will act as Custodian of a custodial bank account for the Plan. All cash contributions to the Plan pending investment, all cash being transferred among the investment options offered by the Plan and all cash awaiting distribution to the Plan participants and beneficiaries will be held in a custodial bank account for the exclusive benefit of Plan participants and their beneficiaries.

2.1.22. Proposer will deduct administrative fees based on a percentage of assets on a quarterly basis and will direct quarterly payments to certain entities at the direction of WRS. Proposer will calculate, track, and report quarterly to WRS on all payments and related activities.

WRS may change the administrative fees and payment methodology from time to time.

2.1.23. Proposer will accommodate receipt of contributions via direct debit, ACH or other mutually agreeable format, including contributions by check.

2.1.24. Proposer will, with respect to any investment directed by the participants, process transactions according to the elections made by the participant and authorized by Wyoming Retirement System.

2.1.25. Proposer will execute all buy, sell, reinvestment direction from Wyoming Retirement System or its duly appointed investment manager; and shall follow the direction of the participant in the investment of their individual account balances among the investment options made available under the plan.

2.1.26. Proposer will place trades that are directed after the close of any major stock exchange as of the next day the applicable stock exchange is open and conducting business.

2.1.27. Proposer will be authorized to receive certain compensation (“float”) from the use of un-invested funds as is reasonably necessary and customary in the industry during the period of time in which a benefit distribution check is outstanding, an investment transaction is pending, or any similar transaction is in progress. Proposer must report the formulas, policies, and amounts of such compensation on a periodic (not less than annual) basis, and reimburse float income to the Plan.

2.1.28. Proposer’s recordkeeping system(s) must have the capability to:

2.1.28.1. Administer single and multi-manager white label funds, including account unitization, account rebalancing instructions, etc.;

2.1.28.2. Execute fund replacements and mappings as directed by plan sponsor (underlying managers within white label structure and white label funds);

2.1.28.3. Daily valuation and settlement of trades for investment funds and white label funds;

2.1.28.4. Accurately maintain and record-keep participant accounts established pursuant to the terms of a deferred compensation plan;

2.1.28.5. Administer self-directed brokerage accounts (SDBA) and/or work with a third-party provider of SDBA services;

2.1.28.6. Track contributions;

2.1.28.7. Maintain transaction history with archiving capabilities; and

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2.1.28.8. Provide plan administrator with appropriate demographic information as updated from a mutually agreed upon payroll file structure and allow for viewing of beneficiary information and facilitate updates by plan administrator and participants

2.1.29. Proposer will consider the exploratory provision of a staff person onsite at WRS to qualify and approve participant transactions (optional).

2.1.30. Proposer will provide or facilitate the following enrollment services:

2.1.30.1. Proposer will allow for use of auto enrollment options for the plan.

2.1.30.2. Proposer will timely distribute a EACA notice to all eligible employees.

2.1.30.3. Proposer will support all functions surrounding auto enrollment as specified in Wyoming State Statute 9-3-509.

2.1.31. Proposer will provide or facilitate the following services related to Benefit Payments:

2.1.31.1. Proposer will process withdrawals and distributions, including any required minimum distributions, properly requested and consented to by the participant, beneficiary, and alternate payee, if applicable, and approved by Wyoming Retirement System.

2.1.31.2. Proposer will comply with relevant federal income tax withholding and reporting laws on benefit payments.

2.1.31.3. Proposer will have an established process to handle RMD processing for participants and beneficiaries.

2.1.31.4. Proposer will have an established process to handle death benefit processing – take calls from family, collect death certificate, confirm beneficiary information and process transfer to beneficiary.

2.1.31.5. Proposer will notify Wyoming Retirement System on a periodic (not less than annual) basis of all participants for whom Proposer receives returned mail or otherwise does not have a current mailing address.

2.1.31.6. Wyoming Retirement System is currently responsible for locating missing Participants and beneficiaries who are entitled to benefit payments from the Plan.

However, WRS is exploring options related to the Proposer managing and maintaining such participant searches.

2.1.32. Proposer will provide or facilitate the following services related to Administrative Reporting:

2.1.32.1. Proposer will allow participants to update their beneficiary designation via an online platform or call-center facilitated process.

2.1.32.2. For instances requiring a form (i.e., spousal consent), Proposer will review beneficiary designation forms submitted by Wyoming Retirement System or participants for completeness and create electronic images of such forms to make them viewable on an online platform.

2.1.32.3. Proposer will issue participant statements after the end of each plan year quarter;

three quarterly statements and one annual statement is preferred.

2.1.32.4. Participant statements will be made available electronically within the participant’s online account. Participants have the option to opt-out of electronic statements, in which account statements would be mailed.

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2.1.33. Proposer will provide email notification to the online address supplied by each participant when the participant's statement is available on the online platform. Proposer will provide quarterly customized statements mailed or posted via the website to the participants.

2.1.34. Proposer will provide a transmission file for downloading system-generated changes that impact payroll processing. This includes, but is not limited to contribution rate changes, suspension for UFEs, and other payroll-related activities.

2.1.35. Proposer will have the ability to accommodate weekly, biweekly, and monthly payroll feeds from at least 300 employers. There are currently approx. 250 active employers.

2.1.36. Proposer will provide or facilitate the following Account Access and Technology services:

2.1.36.1. Voice Response Unit (VRU)

2.1.36.1.1. Proposer will provide Plan Participants toll-free access to the Voice Response Unit ("VRU") modules.

2.1.36.1.2. Proposer will use commercially reasonable efforts to ensure that the VRU system is available 7 days a week and 24 hours a day, except during maintenance downtime.

2.1.36.1.3. Proposer will issue each participant a Personal Identification Number ("PIN"), which allows the participant access to Plan and individual account information or transactional capabilities.

2.1.36.2. Customer Service Representatives (CSR's)

2.1.36.2.1. Proposer will provide participants access to the services of a Customer Service Representative ("CSR") Team by means of a toll-free number. CSR Team should have training on WRS-specific protocols prior to taking calls with participants.

2.1.36.2.2. Proposer will make CSRs available to provide participants with Plan information and to initiate or execute Plan transactions upon receiving oral instructions from participants.

2.1.36.2.3. Toll free number must minimally provide 8 AM to 6 PM coverage within the US Mountain Time Zone.

2.1.36.3. Internet or Online Platform

2.1.36.3.1. Proposer will provide participants 24-hour access to their account information through a secure online or internet web site.

2.1.36.3.2. Proposer will provide participants with online access through either a mobile optimized website or a mobile application that is available with major operating systems.

2.1.36.3.3. Proposer will also provide Wyoming Retirement System online access to a secure plan sponsor web site.

2.1.36.4. Technology Business Continuity and Disaster Recovery:

2.1.36.4.1. Proposer will have an established backup plan in place that ensures the Proposer can restore all participant data, transaction history, and other client related data in the event of a system malfunction or failure.

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2.1.36.4.2. Proposer must have an established disaster recovery plan in place that includes procedures and regularly scheduled testing of the cut over to the recovery site and return switch over to the main site.

2.1.37. Subject to Wyoming Retirement System authorization and direction, Proposer will process the following types of changes to the individual account of any participant based on the electronic instructions, or the oral instructions if conveyed directly to a CSR, of any person who is properly authenticated by providing his or her Social Security number and PIN (or user name and password for Secure online or web site access):

2.1.37.1. Investment Transfers

2.1.37.2. Investment Election Changes

2.1.37.3. Distributions and approved Withdrawals

2.1.37.4. Address changes for terminated participants (CSR only)

2.1.38. Proposer must have systems and procedures in place to provide outsourced assistance to the Plan Administrator with qualification of / capabilities to process Domestic Relations Orders (DRO), Unforeseen Emergency Withdrawals, Account Transfer to Beneficiary(-ies) in case of death of Participant, and Plan-to-Plan Transfers as specified in the relevant plan documents. Fees for such services must be fully disclosed and reasonable.

2.1.39. Proposer must have the ability to provide recordkeeping services in an unbundled fashion that uses per-participant fees assessed on either a monthly or a quarterly basis, in arrears, using period-end counts of participants with a balance. Base fees paid by Wyoming Retirement System and per transaction fees paid by the requesting party may be used but must be transparently communicated and reasonable.

2.1.40. Any revenue sharing, including, but not limited to, shareholder servicing fees, administrative fee payments and sub-transfer agent fees received by the Proposer or its affiliates and retained service providers must be accounted for, reported to Wyoming Retirement System and rebated directly back to participants on a quarterly basis at a minimum.

2.1.41. Proposer develops performance and fund information. Specifically:

2.1.41.1. Fund fact sheets twice a year for June 30 and December 31

2.1.41.2. Quarterly performance information included with quarterly statements.

2.2. Communication Services

2.2.1. Generic communications must be available for WRS needs. Proposer must have a communications staff for the purpose of collaborating with WRS staff to produce an agreed upon number of marketing and communication materials that are designed to meet the information needs of specific plan participants, their beneficiaries and the plan sponsor, as well as potential plan participants on an ongoing basis, specifically, including digital and website marketing materials and the development of communications for plan changes.

2.2.2. At option to WRS, Proposer shall provide one education field representative to provide onsite education support to WRS participants. Such individual shall be an employee of the Proposer and the Proposer shall be responsible for all licensing, salary, bonuses, benefits, travel expenses, cell phone and any other equipment or compensation required. WRS shall have the right of final approval of any individual assigned to the position. The individual shall work under the direction of WRS and carry out the same job duties as a retirement

RFP 0310-M, Page 19 of 27 educator or 457 plan specialists employed by WRS. Annual fees for provision of such options shall be outlined within Proposer’s cost proposal.

2.2.3. Proposers must be willing to assist with the design and implementation of a process and procedure to manage both initial and ongoing implementation communication for all active, terminated, vested, and eligible participants in the plans.

2.2.4. Proposer must provide quarterly management reporting at both plan and employer level, including:

2.2.4.1. Monthly and quarterly trust/accounting statements;

2.2.4.2. Production of comprehensive performance information for inclusion in quarterly statements;

2.2.4.3. Production of fund fact sheets quarterly (ability to customize for white label funds, including single manager white label funds).

2.2.5. Proposer must develop and produce quarterly participant statements, plan enrollment and other strategic communications materials as agreed upon by Proposer and Wyoming Retirement System as part of the recordkeeping services and included within core per-participant fees.

2.2.6. Proposer may charge for the costs of production or reproduction of communications other than participant statements, plan enrollment and other strategic communications materials as agreed upon by Proposer and Wyoming Retirement System provided that an advance cost estimate is prepared by Proposer and mutually agreed upon in writing by both parties.

2.2.7. Proposer may be required to assist with the regular updates of summary plan documents or posting of current SPDs on the vendor’s participant website for access by participants.

2.2.8. Proposer must be able to communicate directly with participants concerning relevant changes in tax legislation which affect relevant defined contribution plans, changes in enrollments, investment options, transmittal of distributions, and distribution of quarterly benefit statements including required fee disclosures.

2.2.9. The information provided in all such communications should also be available at a centralized web location, and should be sent out by email upon request.

2.3. Compliance Services

2.3.1. Proposer will provide periodic compliance tests as required by the circumstances of the Plan.

2.3.2. Proposer will provide legal services and assistance implementing new laws and regulations to plan sponsor.

2.3.3. Proposer will supply WRS annually a summary annual report(s) that WRS can use to distribute annually to Participants.

2.3.4. Proposer will prepare and distribute to participants all disclosures currently and prospectively required by DOL and/or IRS regulations.

2.4. Investment Management Services

2.4.1. Proposer will provide an open architecture recordkeeping structure by participant account and by plan (including separate recordkeeping of roll-in accounts) and trust services for plan assets.

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2.4.2. Proposer must accurately and fully disclose all investment expenses and revenue-sharing arrangements associated with all investment offerings through the plan. This includes both proprietary and non-proprietary investment options. Revenue-sharing (including sub-transfer-agent fees and proprietary fund investment fund sharing) monies, for both proprietary and non-proprietary products, MUST be disclosed to the plan sponsor, and credited back to the participants.

2.5. Implementation Services

2.5.1. Non-incumbent Proposers will provide a well-articulated description of a transition/conversion process clearly outlining expectations of WRS, timelines, and resources involved.

2.5.2. If selected, Non-incumbent Proposer will effectively and in a risk-controlled manner facilitate the conversion of participant records and recordkeeping processing no later than May 1, 2027, or as subsequently mutually agreed.

2.6. Fees

2.6.1. Quarterly application of plan sponsor’s fee methodology to participant accounts:

2.6.1.1. Recordkeeping and administration fees structured as an asset based and a flat dollar platform fee, all billed to WRS.

2.6.1.2. Apply an asset-based wrap fee to all participants.

2.6.1.3. Rebate all revenue sharing directly back to participants on a quarterly basis at a minimum.

2.6.1.4. Rebate all earned float back to participant on a quarterly basis at a minimum.

2.6.1.5. Ability for a subset of participants (with high balance) to receive an asset-based fee rebate or ability to cap administrative fees.

2.6.1.6. Any fees associated with the calculation of the net asset valuation for a white label fund are part of that fund’s unit value and accrued on a daily basis.

2.6.1.7. White label funds that are single manager funds do not incur unitization costs.

2.6.2. Proposers must clearly articulate their revenue requirement and expectations from WRS’ Plan and overall account relationship on an annual basis and articulate/define any and all assumptions relied upon to generate such revenue.

2.6.3. Proposals for core recordkeeping services made with contingent assumptions of usage of certain products must be clearly defined and a contingent proposal must be accompanied by a proposal that clearly articulates the proposal for core recordkeeping services without such services.

2.6.4. Proposer must clearly identify ALL additional and/or transactional fees that may apply for both in scope as well as optional items.

2.6.5. Proposer must put forward its estimate of an annual communications budget applicable to this relationship.

2.6.6. Proposer must clearly outline any/all assumptions and conditions relied upon, if any, in assembling its response and economic proposal.

3. SYSTEM AND WYOMING INFORMATIONAL TECHNOLOGY STANDARDS:

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The services, work products and final deliverables provided by the proposer shall be in compliance with the State Statutes, CIO Promulgated Rules, State IT policies and standards and the Agency standards for required system hardware, software and development components, when completed and accepted by the Agency.

3.1. State of Wyoming Electronic Transactions: Visit https://rules.wyo.gov/Search.aspx and search Electronic Transactions. Click on the Enterprise Technology Services drop down arrow, then the Director’s Office drop down arrow. Chapters 4, 5 and 7.

3.2. State of Wyoming IT Policies and Standards: https://ets.wyo.gov/resources/policies-standards

3.3. Statutory Mandates:

3.3.1. WyIT 3005 Access Controls

3.3.2. WyIT 3006 Identification and Authentication

3.3.3. WyIT 2013 Electronic Data Destruction and Sanitization Policy

3.3.4. WyIT 2005 Information Residency and Transportation

3.4. Accessibility (ADA): The public facing components of the solution must be compliant with ADA Section 508 and WCAG 2.1 AA standards.

4. HOSTING:

The proposer should provide multiple layers of external and internal security that provides administrative, physical and technical means to protect sensitive or confidential information used in performing the responsibilities and duties set forth in this RFP.

4.1. Physical Location: primary and failover facility(ies). Cloud systems are required to be in the USA.

or its territories

4.2. Facility access and security/integrity: facility and equipment allocation

4.3. Staffing Security: the proposer should maintain policies and procedures for security clearance and staffing controls, allowing proposer personnel access to Agency owned confidential information and/or to restricted areas within the proposer’s host environment.

4.4. Security and Environmental Controls: The proposer shall maintain proper power and cooling, including redundant power and cooling, to safeguard all hardware, software and State-owned data. The secure perimeter of defense includes, but is not limited to, the use of technical barriers, physical barriers and administrative safeguards, etc.

4.5. Technical Support/Staffing: The proposer shall maintain adequate technical supporting/staffing to provide 24x7x365 hosting services.

4.6. Secure Server(s): Server(s) is protected from intrusion through the use of physical barriers, technical barriers and administrative barriers, etc.

4.7. Secure Network: Network is secured through use of multiple redundant firewalls, anti-virus software, data encryption for files transferred to and from external users, etc.