B.08_TIB-2019-RFP-0004_01_With_QA.pdf

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Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

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RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

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Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

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AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

(Signature of person authorized to sign) (Signature of Contracting Officer)

1 19

01 06-21-2019

PR-2019-STD-0456

FRTIB

77 K Street NE, Suite 1000 Washington DC 20002

FRTIB

77 K Street, NE Suite 1000 Washington DC 20002

To all Offerors/Bidders

TIB-2019-RFP-0004

05-31-2019

X

X X

X ONE

The purpose of this amendment is to provide answers to questions that were submitted by contractors in accordance with Section L.3 of this RFP. Historical G Fund rates are provided with this amendment. Items highlighted in green require this RFP to be changed in order to remain consistent with answers herein. In summary the changes to this RFP are:

1. Removal of Clause H.12.

2. Correction to the numbering sequence in Section C.2.2.

3. Strike "Address EAFE and ACWI ex-US IMI indices separately if/as appropriate," from question #107 of Attachment 005.

A clean version of this RFP and Attachment 005 citing the highlighted green changes and has been uploaded. Proposal due date remains UNCHANGED from Section L.2.1 of this RFP. Please sign and send this amendment with your proposal submission.

Monique Mitchell Supervisory Contracting Officer

Question # RFQ Section Question Response Amendment Required

1 F.3 Deliverables Would you be willing to accept a preliminary daily earnings report with a final report provided T+1?

No No

2 F.3 Deliverables Would you be willing to accept the monthly performance report on the 5th BD after month end?

No No

3 I Contract Clauses

FRTIB has chosen to expressly incorporate FAR section 52.212‐4 into the RFP (see

Section I, pg. 37) and into an eventual contract. Does FRTIB consider the provision of asset management services, securities lending services, and custody and administrative services to be “Commercial Items” as defined in the aforementioned FAR section, as further clarified by FAR section 52.202.1 and 48 CFR section 2.101? If so, would the

Limitation of Liability set forth in sub‐section (p) of FAR section 52.212‐4 apply to the

Indemnification clause set forth in section H.12 on pg. 35 of the RFP? If no, would FRTIB consider a similar limitation of liability for the Contractor in the final contract?

FRTIB is removing H12 from the solicitation. The eventual awardee will sign an allocation of fiduciary duty, in which the awardee accepts all responsibility/liability in 5 USC 8477. All other contractual disputes will be handled by FAR 52.233‐1‐ Disputes.

Yes

4 C.2 4 Transition of benchmark

Will FRTIB enter into a Transition Management Agreement and pay a separate transition management fee for the transition of the I Fund’s benchmark index as set forth in Section C.2.4 of the RFP?

No No

5 L.2.3 Volume IV

Does FRTIB require a single contract which addresses: (1) asset management services;

(2) securities lending services; and (3) custody and administrative services, or may a separate contract be implemented for each of these three services? If a single contract is required, will FRTIB accept a tri‐party agreement with two separate affiliated legal entities from the Contractor?

FRTIB requires one contract. Tri‐party agreements are not acceptable. No

6 C.1 4b

Will there be any custom or non‐standard investment guidelines, e.g., credit quality restrictions within investment grade credit sector, or any requirements that restrict any segment of the US Aggregate Index?

No No

7 C.1 4b Is Fund F permitted to use mortgage‐backed TBA trading? Does the fund presently hold TBA positions?

Historically, TBA trading exists in the F Fund. No

8 C.5 1 If securities are delivered inkind on implementation, would it be close to a pro‐rata slice of the fund on those positions which are eligible for inkind?

FRTIB addresses this in the RFP section C.5.1 that you identified. No

9 C.2 1 Summary of Requirements Can you please confirm notification by 2:00 p.m. ET and timeline for settlement (T+1) is applicable to Fund I?

Yes, it's applicable No

10 Serve as a Securities Lending Agent

Please clarify within the F.3. Deliverables section when daily securities lending earnings are to be provided. Section b. indicates securities lending earnings should be included in the daily earnings delivery by 6:00 p.m. ET. Section d. indicates estimated securities lending earnings should be delivered by 6:00 a.m. ET the next morning.

Please use the times provided in the RFP section F.3. No

11 Serve as a Securities Lending Agent

Most of the TSP’s securities lending collateral is invested in the TSP G Fund, however daily securities lending cash flows would likely be managed in a separate cash collateral vehicle. Do you have guidelines for the cash reinvestment? Would the cash collateral sweep vehicle be identical guidelines for Contractor A and Contractor B?

FRTIB has asked offerors to propose guidelines for discussion before any decisions are made.

No

12 Serve as a Securities Lending Agent What is the cash collateral yield for TSP G Fund vs OBFR? G Fund rates will be provided for the past five years on a monthly basis. No

13 Serve as a Securities Lending Agent Is noncash collateral accepted? If so, please specify type (US Treasuries, Agencies,OECD debt with credit rating of AA‐ and above)

Cash and/or full faith and credit U.S. Government securities are stated in the RFP section C.2.3. To date, TSP has used cash exclusively.

No

14 Serve as a Securities Lending Agent Is there a minimum spread for new loans?

Contractor is expected to run the securities lending program in line with good fiduciary practices.

No

15 Serve as a Securities Lending Agent Are there any restrictions to borrowers, markets, % of assets on loan? None at this time. No

16 Serve as a Securities Lending Agent What is your timeline for transition to a new provider from date of signed agreement?

From the date of signed agreement, FRTIB will work with contractors and any FRTIB appointed consultant to determine an appropriate timeline. Our interest is in transitioning as soon as practicable. FRTIB addresses the work to be done largely in the RFP Sections C.4 and C.5 and also in B.2 and C.2.2.

No

17 Summary of Requirements Given there are 2 separate custody vendors per fund (80/20 split), is it necessary for cash flows to hit custodians or can the cash flows be sent directly to just one?

FRTIB addresses this in the RFP section C.5. No

18 Summary of Requirements Are pre‐notifications process with managers communicated directly by the recordkeeper?

FRTIB provides notifications. No

19 Summary of Requirements If the manager places market trades based upon the preliminary reports, are those trades reflected in that night’s NAVs?

Yes. No

20 Summary of Requirements As there are 2 custody vendors per fund, which of the 2 has final responsibility for the aggregate NAV?

As envisioned, there will be 2 contractors per fund. Final aggregation will be done at the FRTIB.

No

21 Summary of Requirements Can you please provide FRTIBs recovery requirements as it relates to BCMS?

It's best to provide your answer to the appropriate question(s) in the questionnaire.

No

RFP Section C.2.2 Summary of Requirements;

Provide Custody and Administrative Services Please define “fund administration” within the second bullet of C.2.2 on page 15.

Generally, fund administration relates to any activities for keeping track of unitized value and shares. There may sometimes appear to be overlap with the industry definitions of fund accounting, valuation, etc.

The intent of this section is to ensure that all matters related to any services whatsoever pertaining to the managed Funds are captured in the set of responsibilities of the Contractor. The Contractor's responsibilities are all‐inclusive.

RFP Section C.2.2 Summary of Requirements;

Provide Custody and Administrative Services

Will FRTIB utilize a recordkeeper in connection with the asset allocation between

Contractor A and Contractor B?

FRTIB will control the allocations. No

RFP Section C.2.2 Summary of Requirements;

Provide Custody and Administrative Services

In the second bullet point on page 16 there is a reference to Sections C.6 and C.7, which don’t appear to be included in the RFP. Will Sections C.6 or C.7 be provided?

The reference to sections C.6 and C.7 should be changed to C.4 and C.5. Yes

RFP Section C.2.6: Summary of Requirements;

Disaster Recovery and Business Continuity

Plans

In the first bullet under C.2.6 there is a reference to the "FRTIB recovery requirements for critical business processes”. Are these requirements publicly available or will FRTIB make them available as part of the RFP?

Its best to provide your answer to the appropriate question(s) in the questionnaire.

No

RFP Section C.5 Targeted Allocation of

Contractor A and Contractor B Does FRTIB expect Contractor A and Contractor B to have any direct interaction?

Yes, that is expected during the phase of initially establishing assets with the contractors. Beyond that, no.

No

RFP Section C.5.6 Targeted Allocation of

Contractor A and Contractor B: Contractor

Suspension of Operations

How does FRTIB define a “suspension of operations”? Can FRTIB provide examples?

Yes. This would occur if the Contractor were not able to fully conduct its business. Examples: a cyber attack that freezes the company's computer systems or causes a loss of data, a natural disaster that makes it impossible to operate from any location, or a law enforcement action that makes it impossible for a contractor to reasonably conduct its business.

No

RFP Section C.5.6 Targeted Allocation of

Contractor A and Contractor B: Contractor

Suspension of Operations

How will a Contractor be notified that the other is experiencing a suspension in operations? Will FRTIB intermediate (e.g., through a contract modification) or are the

Contractors expected to communicate directly with each other? If the Contractors are expected to communicate directly, how would that be facilitated?

FRTIB will notify. FRTIB will intermediate. If appropriate, as determined by the FRTIB, the Contractors will communicate directly. FRTIB will facilitate as appropriate.

RFP Section C.5.6 Targeted Allocation of

Contractor A and Contractor B: Contractor

Suspension of Operations

Does FRTIB expect to provide any advance notice to a Contractor if it expects or anticipates the other Contractor may have a suspension of operations?

FRTIB would not expect to know such things in advance. No

RFP Section C.5.6 Targeted Allocation of

Contractor A and Contractor B: Contractor

Suspension of Operations

Is there any maximum length of time that one Contractor will be required to perform the responsibilities for the other under a Contractor suspension of operations?

FRTIB does not have a maximum at this time, however would look to resolve any issue that arises as soon as practicable.

No

RFP Section C.5.6 Targeted Allocation of

Contractor A and Contractor B: Contractor

Suspension of Operations

In the event of a suspension of operations, how would one Contractor assume immediate full responsibility for all net daily transactions until the suspension of operations is resolved? For example, if Contractor A has a suspension of operations and cannot accept and execute the daily trades (and in a worse case instance, FRTIB is notified after the 2 p.m. ET deadline), what is Contractor B’s responsibility? How and when would the information regarding suspension of operations and expectations regarding any open trades be provided to Contractor B? Would Contractor B be expected to execute daily trades that would have been executed by Contractor A on that trade date?

FRTIB will send all purchase and sales transactions every day to the

Contractor assuming responsibility and discontinue sending transactions to the contractor with suspended operations. The percentage of assets to Contractor B is intended to be enough to ensure that it can manage assets and transaction cash flows for a period of time long enough to allow Contractor A's assets to be transferred to Contractor B, if the suspension is deemed permanent. Contractor B has no responsibility for open trades after the 2 p.m. deadline.

No

RFP Section C.5.6 Targeted Allocation of

Contractor A and Contractor B: Contractor

Suspension of Operations

How will FRTIB handle pricing (e.g. compensation to a Contractor), should a Contractor be required to take over operations of the other Contractor?

It would be handled in accordance with contractors' agreed upon price proposals.

No

33 RFP Section F.3 Deliverables

For all reporting (daily, monthly, quarterly, annual) provided under Section F.3, how does FRTIB intend to disclose and use the information included in the reporting both internally and outside of FRTIB?

The reports provided are the property of the FRTIB and as such the

FRTIB retain the right to use them as we deem appropriate, in the best interest of the TSP participants and as directed by the FRTIB Board.

RFP Section H.6.C Records Management

Obligations; Requirements

Would Contractors interface with any system involving federal system of records for purposes of the Privacy Act of 1974 (5 U.S.C. 552a)?

Contractor will not interface with any federal system of records. No

RFP Section H.6.C Records Management

Obligations; Requirements

As referenced in H.6.C(6), what is “Government and FRTIB guidance for protecting sensitive, proprietary information, classified, and controlled unclassified information”?

Contractor should clearly mark sensitive or proprietary information as such so the FRTIB can ensure that information is handled appropriately both internally and externally.

No

RFP Section H.6.C Records Management

Obligations; Requirements

What does FRTIB view as proprietary and confidential and therefore exempt from disclosure under FOIA (e.g., financial information, reporting etc.)?

FOIA requests will be handled on a case by case basis, if an exemption applies, the information will not be disclosed No

37 RFP Section H.12. Indemnification Does the indemnity in Section H.12 set out the standard for all other indemnities referenced in the RFP (including, but not limited to, Sections C.2 and C.4.7)?

FRTIB is removing H12 from the solicitation. The eventual awardee will sign an allocation of fiduciary duty, in which the awardee accepts all responsibility/liability in 5 USC 8477. All other contractual disputes will be handled by FAR 52.233‐1‐ Disputes.

Yes

Attachment 005 ‐ Questionnaire: Question

RMA publishes quarterly aggregate results for US Equities (including ADRs). It does not break down performance by market (e.g., for large‐, mid‐ and small‐cap). Please confirm that the Contractor could compare small‐ and mid‐cap lending performance to the RMA's US equity broad‐market data.

Confirmed. No

39 B2 Given the difference in the scale of assets to be managed, do you expect to have the same pricing for each separate account for Contractor A and Contractor B?

Please see comments related to pricing in section M of the RFP. No

40 C1 Are you able to provide any information regarding the licensing fees paid to index providers?

No. FRTIB does not pay licensing fees. The Contractors are expected to negotiate and pay these.

No

41 C1 Is the FRTIB willing to consider other indices to help lower costs for the TSP?

FRTIB will not be changing benchmarks as part of this procurement;

however, the FRTIB does explore our benchmark options periodically and at the appropriate time will do so again.

No

42 C1

In Section C1, 4 ‐ Definitions, as it relates to the G Fund: Given that cash collateral received against securities loans made from the Funds is invested in a pool that is primarily invested in the G Fund, can you please confirm whether the G Fund is managed by the FRTIB or by another asset manager?

The G Fund is managed by the FRTIB. No

43 C2

In Section C2, Summary of Requirements, Part 2 (Provide Custody and Administrative

Services), it states that the contractor must act as a depository and custodian holding all assets as received by FRTIB. Is the Contractor responsible for the custody of assets or will the TSP be listed as the asset owner (will the assets be in TSP's name at the custodian bank?)

Contractor is responsible for custody of assets. Thrift Savings Fund or

FRTIB will be listed as the asset owner.

No

44 C2 Is the contractor able to leverage third parties for certain services, such as custody, securities lending, etc.?

Who you sub‐contract is your business within appropriate legal constraints. Contractor retains all responsibility.

No

45 C2

In Section C2, Summary of Requirements, Part 3 (Serve as a Securities Lending Agent), is securities lending a requirement for the strategy being chosen? Will the FRTIB consider non‐lending for any of the portfolios?

The Contractor shall provide investment management, custody and administrative, and securities lending services as well as all items outlined in the RFP.

46 C2

In Section C2, Summary of Requirements, Part 3 (Serve as a Securities Lending Agent), are you able to provide the current securities lending fees? What is the split of lending revenue that goes back to participants in the accounts versus to the manager or lending agent?

No. The FRTIB cannot disclose these specifics. No

47 C2

In Section C2, Summary of Requirements, Part 3 (Serve as a Securities Lending Agent), is it a requirement for the contractor to serve as the lending agent or can a third‐party agent be used?

Who you sub‐contract is your business within appropriate legal constraints. Contractor retains all responsibility.

No

48 M3

Regarding Minimum Qualification #2 (securities lending track record), is the securities lending track record of an affiliate sufficient to meeting the minimum requirement of

10 years?

Yes, an affiliate is acceptable. No

49 F3 Is the FRTIB able to share a sample daily report for informational purposes? Not at this time. No

50 F3

The TSP requests monthly attribution requests within 10 business days following month‐ end. Is the contractor able to provide qualitative attribution commentary for each separate account or does the TSP prefer quantitative reporting?

Our expectation is that this is largely a quantitative exercise. No

51 J Can you please provide more clarity on the current fee structure of the funds, specifically the "other expenses" for the funds?

FRTIB is not able to disclose any more than what has been disclosed in this RFP or on FRTIB's websites.

52 J

Does the current fee structure of the funds include an AUM based fee for all services provided (e.g., investment management, custody, accounting, sec lending, etc.)? If the fee is not all‐inclusive, can you please detail current fees charged for each of the four accounts and the components of those fees (investment management, custody, accounting, sec lending, etc.)?

FRTIB is not able to disclose any more than what has been disclosed in this RFP or on FRTIB's websites.

No

53 J ‐ 004

Non‐Disclosure Agreement (NDA). As an investment adviser, there are several federal regulations that we are not subject to contained within the Non‐Disclosure Agreement.

Is the TSP willing to come to mutually agreeable terms within the NDA or must the NDA be signed "as‐is" as part of the RFP process?

Yes, FRTIB can mutually agree to an NDA that makes sense. This will be done once FRTIB has selected Contractor(s) and only if the awardee decides they want to modify the NDA. The NDA does not need to be signed as part of the RFP process, it is only included because an NDA will be required to the contractors that chosen.

No

54 N/A Can you please elaborate and/or provide an example of how/where the contractor's name will appear on participant communication materials?

Current publications contain the name of the investment manager. How investment manager names will be displayed in the future is subject to changes in policy.

No

55 C.2 Summary of Requirements ‐3 Is there a minimum cash collateral % allocation to the G Fund vs. the SMA? Does the agent have flexibility in determining the % allocation in consideration of loan volatility?

In practice, the cash collateral management pool historically has been predominantly repos. The cash collateral management pool is highly conservative.

No

56 C.2 Summary of Requirements ‐3 What are the cash collateral SMA guidelines? (e.g. Govt repo, any repo collateral, etc.) Current guidelines are largely repo and T‐bills. No

57 M.4.2. ‐ G Fund earnings

Rebates: while the G Fund earns interest that can not be shared in the split, can this interest be used to pay loan rebates? Otherwise our assumption is that loans would have to have a negative rebate.

As long as the net benefit of securities lending is positive to the fund, FRTIB can pay rebates.

58 Securities Lending – General Please provide historical (e.g. monthly or YTD avg.) (1) average loan volume, and (2)

Gross bps lending return for assets on loan by Fund.

No. No

59 Securities Lending – General Is the benchmark used to measure intrinsic spread OBFR? Yes. No

60 Securities Lending – General What have been the spreads between the historical yields of the G fund vs. the benchmark.

G Fund rates will be provided for the past five years on a monthly basis. No

61 Securities Lending – General Is there a minimum bps spread to the benchmark or otherwise to execute loans?

Contractor is expected to run the securities lending program in line with good fiduciary practices.

No

62 Securities Lending – General Are there any security restrictions (e.g. loan recall to vote proxy, etc.).

Contractor is expected to run the securities lending program in line with good fiduciary practices.

No

63 L.2.3. Volume IV

Since you've asked for a separate Securities Lending Agreement and collateral guidelines, do you plan to execute a separate SL agreement or have the investment manager manage the process, or either?

FRTIB expects the Contractor to manage the process. No

64 F.3.1.b As a standard, the daily SL earnings figures will be earnings for the previous day since current day's earnings have not been finalized. Is this your understanding?

Yes. No

65 F.3.1.d What is the current process for providing 'estimated' daily income by 6:00 AM ET.

The current process is for the Contractor to send the report by 6:00 am.

FRTIB will work with chosen Contractors to provide any needed clarifications.

No

66 B.2. Supplies or Services Why does the target allocation percentage for the C Fund differ from the other in‐ scope Funds?

The target allocation percentages for the Funds were established on the basis of analysis performed by FRTIB's investment consultant. They reflect FRTIB’s desire to accommodate volatility in cash flows, to ensure continuity of operations, and to minimize fees.

No

67 C.2.2. Custody & Administrative Services

5th bullet requirement states that custodian will provide transition management services as discussed in Sections C.6 and C.7 of the SOW. We were unable to identify these sections; can you further direct us?

The reference to sections C.6 and C.7 should be changed to C.4 and C.5. Yes

C.2.4 Transition the I Fund's benchmark index;

C.5.1 Targeted Allocations of Contractor A and

Contractor B

Because in‐kind transfers in emerging markets may be limited and cash transfers can be expensive, is it possible to delay the transition from the EAFE Index to the ACWI ex‐US

IMI Index until after both Contractors A & B have been selected? This would allow

Contractor A to transition the targeted portion of the I Fund (composed of EAFE exposures) to Contractor B in a cost efficient manner. Then, each contractor could build the appropriately sized portfolios to track the ACWI ex‐US IMI Index.

As mentioned in Section C.5 of the RFP, FRTIB will discuss with the chosen Contractors the most appropriate methodology and timing for transferring of assets.

69 H.6.(7) Records Management Obligations

This provision suggests that Contractor(s) might use Government IT equipment for

"purposes specifically tied to or authorized by the contract and in accordance with

FRTIB policy." Can you expound upon what those purposes might be and the

Government IT equipment that the contractor would be required to use?

Contractor will not use Government IT equipment for this Contract No

70 C.2 Summary of Requirements (p. 14)

The RFP mentions a requirement to "notify the FRTIB of fair value pricing events the same business day as the day the events occur." Can the FRTIB share the fair value pricing guidelines with us, or do they rely on the manager's own guidelines? Different managers tend to have different guidelines for fair value pricing. If the FRTIB relies solely on the manager's own guidelines, the return may be different between the two

Contractors on the day of fair value pricing.

FRTIB relies on the managers' own guidelines for fair value pricing.

FRTIB recognizes this may mean differences in returns.

No

71 In attachment 5, for questions 207‐209 (p. 43)

Are there any constraints that we should include in our analysis? For example, what tracking error is acceptable, how does the client value the trade‐offs between transaction cost minimization, tracking error and trade completion?

None at this time. No

72 In attachment 5, question 43 (p. 7)

Can you provide further guidance on the cash sweep vehicle requirement? Is this also considered the secondary reinvestment pool as described in the Cash Collateral

Management section on page 40, question 185?

The pools can be the same or different. In practice, the cash collateral management pool historically has been predominantly repos. The cash collateral management pool is highly conservative.

No

73 General Question

Given the requirement for separately managed accounts, with respect to the I portfolio, how would the TSP give the investment manager discretion to work with the custodian to establish new country exposures if these new countries were to be added to the I fund benchmark in the future?

FRTIB expects the Contractors to stay aware of any changes in the indices and match accordingly. As such, managers will open accounts as necessary and practicable. Questions will be resolved by the FRTIB.

No

74 General Question Would the TSP allow a Contractor to sub‐contract one or more portions of the specified services?

Yes. No

75 C.2 Summary of Requirements in PDF (p. 14)

The RFP states that the Contractor will establish a unitized separate account vehicle for each fund. Is a separate account desired for the specific characteristics unique to a separate account (i.e. ownership of physical securities vs. shares of fund)? Would TSP regard a commingled fund‐of‐one, one in which TSP is the sole participant now and forever, as equivalent to, or acceptable as, a separate account vehicle?

FRTIB is open to that discussion. However, FRTIB defaults to a separate account that is unitized, has shares, and has the appearance of a commingled fund of one.

No

76 General Question Please provide details on the timing requirements for nightly NAV distribution to the record keeper and inbound cash flows each morning.

Deliverables and time frames are provided in the RFP section F.3.

Further details on methodology and processes will be discussed with chosen Contractors.

No

77 Section 4, b ‐ page 13

For the “L” Funds representing the LifeStyle Fund Options – is the custodian responsible for the daily allocation of flows into each of the underlying constituent funds? Are there periodic rebalancing requirements?

The L Funds are rebalanced on a daily basis. This rebalancing, however, is conducted solely by FRTIB. The daily purchase/redemption orders received by the asset managers will already reflect L Fund rebalancing as well other components, such as contributions, withdrawals, loans, and loan repayments. Therefore, the asset manager is not responsible for addressing the daily rebalancing of the L Funds.

No

78 General Question

Is there an accounting or valuation agent outside of the custodian/admin responsibilities of Contractor A and B who is creating an aggregate NAV across the two providers?

Final aggregation will be done at the FRTIB. No

79 General Question We request that FRTIB clarify what exemptions contained in FERSA, if any, would be required for this mandate Please see FERSA 5 U.S.C. Chapter 84 (Subchapter I‐VII). No

General QuestionL.3 Formal Communications and Comments Concerning this Solicitation

Does the FRTIB have a targeted or estimated date for providing answers to these questions available on the FedBizOpps website?

Our target date to answer questions that were properly submitted is

June 25, 2019 No

81 Attachment 004 Does the NDA need to be signed with this RFP Submission, or simultaneously with the execution of resulting contract?

The NDA does not need to be signed as part of the RFP submission No

82 Technical Proposal; Factor 2, Question 47

Question 47 asks the manager to "provide 5 years of MONTHLY (and other periods as specified) gross returns (including securities lending but gross of securities lending fees and management fees)" for a Commingled Composite Fund and Separate Account

Composite Fund. Given the variable structure of lending as it pertains to lending splits and cash collateral fees, we are unable to provide composite returns net of lending returns but gross of lending fees. Is it permissible to provide returns gross of lending fees and returns and gross of management fees in lieu?

Please do your best and footnote appropriately. No

Technical Proposal; Factor 2, Questions 47 and

We do not maintain distinct composites for separate accounts and commingled funds.

Is it permissible to edit the tables in these two questions to report returns for a single composite inclusive of commingled funds and separate accounts?

Please do your best and footnote appropriately. No

84 Technical Proposal; Factor 2, Question 107

This questions appears to pertain to the 'Large‐Cap Equity Fund' but also requests the responder to 'Address EAFE and ACWI ex‐US IMI indices separately…' Can you confirm if language related to these International equity funds was inadvertently included in this question and should therefore be ignored?

Strike out sentence, "Address EAFE and ACWI ex‐US IMI indices separately if/as appropriate."

Yes

RFP_Final Document, Section C.2 Summary of

Requirements

Could the FRTIB please clarify the structure of the account(s): separately managed, commingled fund, separately managed account which owns units of a commingled fund? Is the current fund structure associated with the Tax ID of the current manager or the Tax ID of the FRTIB? Would the FRTIB be open to a commingled fund structure?

The current structure of the account is separately managed. Tax ID of the FRTIB. No, FRTIB would not be open to investing in commingled fund vehicle with multiple investors.

No

RFP_Final Document, Section C.2.1 Summary of Requirements

Is the FRTIB seeking notification of fair value pricing events when our trigger process is invoked, or are they also looking for notification when we may fair value an individual security when our valuation policies/procedures deem it necessary (e.g. market quotations are not readily available or deemed unreliable)?

When your trigger process is invoked. No

RFP_Final Document, Section C.2.2 Provide

Custody and Administrative Services

Would the official books and records for the ultimate accounts be using our valuation policies and procedures (pricing vendors, price types, oversight controls, etc.) or would

FRTIB be instructing expected methodologies be followed? Also, from an international equity fair value perspective, would FRTIB be directing us to use certain proxies/methodologies, or would it fall under our firm's standard methodologies?

Yes. The official books and records will be using your policies and procedures. For international equity fair value, FRTIB would expect you to use your stated methodology.

No

88 RFP_Final Document, Section F.3. Deliverables

Given that we will be providing custody and administrative services which include the calculation of a daily NAV net of expenses, can you please confirm what FRTIB expects to receive in terms of a monthly bill and supporting detail by the 10th business day?

Are there any other periodic reporting requirements required to support invoicing or accruals?

FRTIB addresses this in the RFP section F.3. FRTIB will discuss details following contract award.

No

Attachment 001: Pricing Schedule Sample

Formats

What yield for the G Fund we should assume for estimate purposes for securities lending?

G Fund rates will be provided for the past five years on a monthly basis. No

90 Technical Proposal; Factor 3, Question 185

Regarding the statement in Factor 3 Question 185 that “the G Fund on occasion has become unavailable for securities lending collateral reinvestment for periods of time,” has the fund become unavailable for investment, withdrawal, or both?

For clarity, the G Fund’s unavailability for collateral reinvestment has been due to anticipated withdrawal limits by the manager and manager discretion to curtail participation.

No

RFP_Final Document, Section F.3.1.d and

F.3.1.e

Is there any flexibility with regard to the timing of daily report delivery, in light of the indicated 6am requirement for securities lending earnings estimates and collateral files under F.3.1.d and F.3.1.e?

Please use the times provided in the RFP section F.3. No

92 RFP_Final Document, Section F.3.1.b

Could clarification be provided regarding the requirement in F.3.1.b. that submission of earnings, including securities lending income, occur by 6pm on T+0, as it appears to conflict with F.3.1.d requiring delivery of securities lending estimated income by 6am on T+1. Does F.3.1.b actually refer to inclusion of a monthly earrings payment?

The reports are two different items. Time frames outlined are correct. No

93 RFP_Final Document, Section C.2.1

Can the term "pre‐notified" be clarified as to what it means? Are we expected to receive and process estimates from the pre‐notification and subsequently receive and book actuals? How are trades going to be received and in what format? Will they be in an fully automated file, an uploadable file if not fully automated, or fully manual (i.e.

PDF)?

The amounts pre‐notified at Noon are estimates. In the evening the share prices are re‐calculated at FRTIB and a true up is input into the next days trade for the previous day. The file is fully automated.

No

94 RFP_Final Document, Section C.2.1 Can FRTIB provide samples of the type of inquiries they currently submit to the current manager?

Inquiries can run a range of topics within the scope of the contract. For example, FRTIB might ask for clarification on a security classification in a report or FRTIB might ask for additional information related to class action filings. FRTIB may ask for additional information related to securities lending activity. Question types understandably may be wide ranging.

95 RFP_Final Document, Section C.2.2 Under which reporting standard would the audit need to be conducted? Generally Accepted Auditing Standards (GaAS). No

96 RFP_Final Document, Section F.3.1 and F.3.2

Can FRTIB provide samples of the type of reports they receive today? In what format would FRTIB like to receive these? Are there automation requirements as part of this that we need to consider?

No. Reports will be discussed with the selected Contractors. No

97 RFP_Final Document, Section F.3.3 Under which reporting standard would the audit need to be conducted? Generally Accepted Auditing Standards (GaAS). No