RFQ for Fiduciary Outside Legal Counsel Follow Solicitation

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 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 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).

**Fiduciary Counsel to Board of Trustees.** Fiduciary Counsel is selected by the Board in its sole discretion. 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 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 will:

• 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;
• 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;
• contribute, as requested, educational training programs on fiduciary responsibility and ethics, including written materials, to the Board and key staff;
• provide requested opinions on ethical and conflict of interest questions with respect to system fiduciaries;
• assist as requested in the communication of fiduciary concerns involving TRS to trustees, staff, consultants, advisors, and other parties;
• 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;
• provide expert advice on all matters related to ethics and ethical decision-making within a public trust; and
• 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.

**Submission method:** 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.

Responses must be received no later than December 15, 2026, 5:00 p.m., Central time.

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

TRS will evaluate based on a scoring system of Low Score, Medium Score and High Score. Respondents given a high score are given highest priority for selection but are not guaranteed a contract.

Services under this RFQ will commence on or after September 1, 2027. 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 OAG currently limits fees to $525 for hourly attorney rates and $225 for paralegal rates.

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.