- Title
- VPIC Custodial Services
- Pdf Text
- Vermont Pension Investment Commission
6 Baldwin Street #311 | Montpelier VT 05633
http://bgs.vermont.gov/purchasing
SEALED BID
Request For Proposal
CUSTODIAL SERVICES
ISSUE DATE October 6, 2026
QUESTIONS DUE October 20, 2026 – 4:30 PM (ET)
RFP RESPONSES DUE BY November 17, 2026 – 4:30 PM (ET)
Please be advised that all notifications, releases, and addendums associated with this
RFP will be posted at:
http://www.bgs.state.vt.us/pca/bids/bids.php
The state will make no attempt to contact interested parties with updated information. It is the
responsibility of each bidder to periodically check the above webpage for any and all
notifications, releases and addendums associated with this RFP.
STATE CONTACT: Georgia Reis
TELEPHONE: 802-461-3709
E-MAIL: georgia.reis@vermont.gov
1. OVERVIEW
1.1. SCOPE AND BACKGROUND
1.1.1. SCOPE
1.1.1.1. The purpose of this Request for Proposal (RFP”) issued by the Vermont Pension
Investment Commission (“VPIC”) (collectively, “the “State”) is to obtain a Master Custodian
(“master custodial services”) capable of providing VPIC with all the banking needs necessary
in fulfilling its fiduciary responsibility. The scope of the master custodial services will include,
but not be limited to:
• Custody, accounting, and reporting capabilities (domestic and international),
including book of record for VPIC assets
• Sub-accounting for investment funds and separately managed funds as well as a
consolidation of all funds.
• Online reporting and trading services for the State and our investment managers
• Monthly accounting of all account activities and holdings.
• Daily cash sweep to a short-term investment fund approved by the State.
• Ad hoc requests on an as-needed basis.
• Access to VPIC’s portfolio monitoring services’ firms to file claims for class actions
and security litigation.
• VPIC’s designee with implementation based on instructions regarding corporate
actions and proxy voting.
• Annual reporting schedules, disclosures, and fulfillment of any/all requests to
satisfy VPIC.
• Securities Lending (possibly)
• Compliance
• Performance Measurement and Reporting (possibly)
Detailed requirements are set forth in Section 2 of this RFP. VPIC Staff have historically
relied on the comprehensive services of a single master custodian to provide accounting,
trading, settlement, collection, class action litigation, compliance, among other custody
services. JPMorgan is currently the Master Custodian for VPIC. The current contract expires
on June 30, 2027 and state law requires VPIC to complete an RFP process before executing
a new contract. Through this RFP process VPIC envisions the engagement of one master
custodian to assist it and its professional staff in prudently overseeing the accounting and
custody of VPIC plan assets. Interested parties are invited to bid on the Service Categories.
The anticipated scope of each Service Category is detailed in Section 2, “Detailed
Requirements/Desired Outcomes” of this RFP. Instructions for submitting proposals are
outlined in the following pages.
1.1.2. BACKGROUND
1.1.2.1. Legal Authorization: VPIC is a public body formed by Vermont Statute 3 V.S.A. § 522,
that acts within its scope to invest the assets of the Vermont State Employees' Retirement
System (VSERS), Vermont State Teachers' Retirement System (VSTRS), Vermont Municipal
Employees' Retirement System (VMERS), and other public funds as provided by State
statute. VPIC is responsible for the investment of approximately $8 billion in pooled pension
fund assets, as well as VSTRS’ Post-Retirement Adjustment Allowance Account (PAAA)
funds, and VSTRS’ and VSERS’ Other Post Employment Benefits (OPEB) funds. The PAAA
was established in 2023 and is intended to incrementally increase the annual cost-of-living
compensation adjustment for active and contributing members. The OPEB was established in
2022; however, responsibility for custody and investment of the fund transferred from the
Treasurer to the VPIC during the 2026 Legislative session.
1.1.2.2. Primary Objective: VPIC’s mission is to maximize the total return on investment, within
acceptable levels of risk for public retirement systems, in accordance with the standards of
care established by the prudent investor rule under 14A V.S.A. §902. Specifically, in making
investments, VPIC shall exercise “reasonable care, skill, and caution” and “invest and
manage trust assets as a prudent investor would, by considering the purposes, terms,
distribution requirements, and other circumstances of the trust.”
1.1.2.3. Composition: The Commission is comprised of eight members, a non-voting chair elected
by the members, and four alternates. VPIC’s organizational chart, investment governance
overview, and helpful link noted below. The Commission has a small professional staff,
operating per Statute to develop, implement, and monitor a prudent investment program,
consistent with the Commission’s Investment Policy Statement. Per its Operating Policy,
VPIC contracts with several external parties. These include a master custodian to provide a
variety of custody, record keeping, securities lending (although not actively today), and cash
management services; the Attorney General’s office to act as the VPIC’s Legal Counsel;
Segal Marco for proxy voting and shareholder engagement consulting services; RVK, Inc for
General Investment services; and Klausner Kaufman Jensen & Levinson as a legal
consultant. The three retirement boards (VMERS, VSERS, VSTRS) oversee the operations
of each system in such areas as medical disability, benefit revisions, contribution levels, and
general benefit administration, as specified in Vermont Statutes.
HELPFUL STATE LINKS
VPIC General Information
VPIC Asset Allocation
VPIC Board Information
VPIC Investment Policies
VPIC Stewardship Materials
1.1.2.4. Funds Invested by VPIC
The funds invested by VPIC, as of June 30, 2026, are listed below:
Total Market Value Market Value Indexed % Total % Indexed
Domestic $569,407,045 $336,557,184 7% 59%
Global $3,078,639,498 $2,837,815,130 38% 92%
International $538,791,335 $0 7% 0%
Fixed Income $1,752,474,196 $1,357,504,545 21% 77%
Private Markets $2,231,047,770 $0 27% 0%
Cash $10,982,727 $0 0% 0%
TOTAL $8,170,359,844 $4,531,876,859 100% 55%
Description of each allocation and underlying accounts are available on our website under
Portfolio Holdings and Investment Performance.
1.1.2.5. External Asset Management: VPIC invests the funds in externally managed investment
strategies. There are two separate accounts custodied with the Master Custodian as of
issuance of this RFP. VPIC invests in private markets, as well as public. There are no
internally managed assets. VPIC is currently setup in a unitized accounting structure for each
investment relationship across the six sub-plan accounts on a dollar basis. We are interested
in exploring a pooled structure that continues to unitize the relationship, so that each sub-plan
can retain its own, independent weight to each pool.
1.2. CONTRACT PERIOD: Contracts arising from this RFP will be for a period of 5 years with an option to
renew for up to two additional five-year periods. The State anticipates the start date for such
contract(s) will be July 1, 2027.
1.3. SINGLE POINT OF CONTACT: All communications concerning this RFP are to be addressed in
writing to the State Contact listed on the front page of this RFP. Actual or attempted contact with
any other individual from the State concerning this RFP is strictly prohibited and may result in
disqualification.
1.4. QUESTION AND ANSWER PERIOD: Any bidder requiring clarification of any section of this RFP or
wishing to comment on any requirement of the RFP must submit specific questions in writing no
later than the deadline for question indicated on the first page of this RFP. Questions may be e-
mailed to the point of contact on the front page of this RFP. Questions or comments not raised in
writing on or before the last day of the question period are thereafter waived. At the close of the
question period a copy of all questions or comments and the State's responses will be posted on
the State’s web site http://www.bgs.state.vt.us/pca/bids/bids.php . Every effort will be made to post
this information as soon as possible after the question period ends, contingent on the number and
complexity of the questions. All information provided by vendors during this process will be public
and bidders shall not provide confidential information, except as described in 4.1 below.
1.5. CHANGES TO THIS RFP: Any modifications to this RFP will be made in writing by the State through
the issuance of an Addendum to this RFP and posted online at
http://www.bgs.state.vt.us/pca/bids/bids.php . Modifications from any other source are not to be
considered.
1.6. MINIMUM BIDDER QUALIFICATIONS: The Contractor must meet the following minimum client base
and experience requirements as of December 31, 2025:
1.6.1. Provide custodial services for at least five (5) US based institutional clients with US marketable
security trust assets having an aggregate market value of at least $3 billion.
1.6.2. The responder must currently be providing international custodial services for at least five (5)
US based institutional clients with international marketable security trust assets having an
aggregate market value of more than $1 billion dollars.
1.6.3. The Senior Account Manager proposed for this account must have a minimum of seven (7)
years experience administering domestic and international custodial accounts.
1.6.4. The proposed team members to be assigned to the State have authorizations, permits, licenses
of certifications required by the Federal government and Vermont laws and regulations to
perform services outlined in this RFP.
1.6.5. The responder must be a US domiciled trust company and a member of the Federal Reserve, or
a US subsidiary of a foreign bank subject to the jurisdiction of US courts.
1.6.6. The responder must have a long-term debt rating of A- or higher from at least two nationally
recognized rating agencies.
1.6.7. All documents, reports, computer software, paper and other materials (“records”), except for
records generally available in the public domain, shall be deemed and shall remain exclusive
property of the State.
1.6.8. The bidder, if under contract with the State, shall act as a fiduciary to the State and discharge its
duties solely in the best interest of the State, and shall act in accordance with the standard of
care established by the prudent investor rule set forth in Title 14A, Chapter 9 of the Vermont
Statutes.
2. DETAILED REQUIREMENTS/DESIRED OUTCOMES: The State of Vermont is interested in
obtaining bids to meet the following business needs:
2.1. Ability for VPIC to pool its funds held in a master trust while maintaining unitization or plan accounting
across six sub-plans.
2.2. Setting up accounts; Accounting services
2.2.1. Contractor will establish and maintain the following accounts ("Accounts"):
i. one or more Securities Accounts in the name of State ( or in another name requested by the
State that is acceptable to Contractor) for Financial Assets, which may be held by Contractor or a
Subcustodian or a Securities Depository for Contractor on behalf of the State, including as an
Entitlement Holder; and
ii. one or more accounts in the name of the State (or in another name requested by the State that
is acceptable to Contractor) ("Cash Account") for any and all cash in any currency received by or
on behalf of Contractor for the account of the State.
Notwithstanding paragraph 2.l(a)(ii), cash held in respect of those markets where the State is
required to have a cash account in its own name held directly with the relevant Subcustodian or
Securities Depository will be held in that manner and will not be part of the Cash Account.
2.2.2. Contractor shall provide the following accounting services:
i. Trade date multi-currency (local and US dollars) accounting for all securities bought and sold.
ii. Full accrual accounting for all assets, liabilities, unrealized appreciation/depreciation, income,
expenses, and capital by system.
iii. Accounting for the following:
1. Dividends and interest, corporate actions (including mergers, acquisitions, tenders,
stock splits and dividends, warrants, and spinoffs);
2. Stock loan income, expenses, and net income;
3. Domestic and international fixed income and equity portfolios;
4. Equity real estate and mortgage loan portfolios;
5. Multi-currency derivatives and other derivative products;
6. Private placements;
7. Securities Litigation income.
iv. Ex-date posting for dividends, bond interest and principal, and interest and paydown on
mortgage pass-through certificates;
v. Accounting must be on a fiscal year basis (July 1 - June 30);
vi. A minimum of one secondary pricing source for comparison to the primary source for pricing
securities ( excluding alternative and real estate investments, not priced on an exchange;
Contractor and State will agree on pricing methodology for these asset types).
vii. Investments must be reported at cost and market value with the difference identified (i.e.,
unrealized appreciation/depreciation); for assets that are accounted for differently, Contractor and
State will agree on methodology.
viii. Provide daily positions with ability to post trades as received
ix. The Contractor confirms that all information concerning holdings and transactions will be
available for inquiry, download, or print capabilities;
x. Plan Accounting - The Contractor shall allocate gross investment income by account, gross
expenses by account, and realized and unrealized gains and losses to each of the State
Retirement Systems (each a "VPIC Unitized Account"). Each of the State Retirement Systems
has equity in pooled investment vehicles based on funds contributed and redeemed. Earnings in
each pooled investment are to be allocated based on the month-end balances of each of the
respective State Retirement Systems. For pooled investments, individual investment securities
are not specifically identified to the respective State Retirement Systems. The Contractor shall
provide detail at the manager level and for each State Retirement System, allocating assets,
liabilities, revenues, and expenses using the following balance sheet breakdowns and other
general ledger accounts included in sub-section (c) below on a monthly basis:
1. Cash and Investments (Cash, Fair Market Value of lnvestments (segregated by type
or class))
2. Income Receivables (Dividend Income, Interest Income, Tax Reclaim Income,
Income Payables)
3. Open Trades (Buys, Sells)
4. Pending Items (Foreign Exchange, Cash and Cash Equivalents, Forward Contracts)
xi. Unitized Pricing. The Contractor shall use methods, approved by the State, that represent the
fair value of investments. Where the fair value is not readily available, methodologies will be
assessed jointly with the State to approximate fair value.
xii. The Contractor shall provide a monthly investment manager reconciliation report, along with
copies of each manager's reconciliations, to the State by the 15th business day of each month.
The Contractor shall be responsible for collecting the reports from the investment managers. The
reconciliation form completed by the manager should, at a minimum, contain the following
information: month end date, name of manager, Fund ID, NAV total, Manager NAV total,
difference in dollars and percentage, and details of discrepancies that equals the NAV variance.
A tolerance of not more than 2% shall be deemed acceptable; however, variances greater than
2% shall be relied to the State with additional Contractor comments related to the reasons for the
variance.
2.2.3. Plan Accounting Reports. Contractor shall furnish plan accounting reports monthly that include
the following:
i. By the tenth business day of each month, a preliminary "Net Asset Value Report" that shows
market values for all VPIC Unitized Accounts, and market values for each of the State Retirement
Systems pro rata shares of VPIC Unitized Accounts combined with each State Retirement
System's non-unitized investments which together shall equal a total net asset value for each
State Retirement System. On this same report, net asset values for all SDIA accounts shall also
be provided.
ii. By the fifteenth (15) business day of each month, a "Plan Accounting Report" which shall
show the following for each of: (i) the composite of all VPIC Unitized Accounts, (ii) each VPIC
Unitized Account, (iii) each State Retirement System's share of each Unitized Account, (iv) each
composite asset class ( e.g., large capitalization domestic equity, global fixed income, etc.), (v)
each State Retirement System's share of each composite asset class, and (vi) each State
Retirement System's composite of all VPIC Unitized Accounts:
-beginning balance (dollars and units),
-transfers,
-interest income,
-dividend income,
-stock loan income,
-securities loan income,
-other income,
-administrative expenses,
-return of capital,
-currency gain and loss,
-realized gain and loss,
-unrealized gain and loss,
-gain and loss on open futures contracts, and
-ending balance and net change (dollars and units).
The ending balance will agree to the net asset value. The Contractor shall provide a general
ledger summary totaling to the net asset value, identifying component assets and liabilities.
At the State's request, items may be added to or deleted from the above list.
iii. Not later than August 15 of each year of this Agreement, Contractor shall provide the following
formatted as requested by the State:
1. Credit rating, maturity schedule and other risk assessment data relating to investment
assets as required by GASB 40 for the State's financial reporting. The State's method
for stating interest rate risk will be based on segmented time. Credit rating reports
should be available using the ratings of S&P or Moody’s.
2. Allocations of classes of securities to each State Retirement System for balance
sheet presentation of each State Retirement System's assets; and
3. Aggregate derivatives descriptions and balances as required by GASB 31 for fair
market value disclosure.
4. To the extent that the State participates in securities lending, collateral reporting as
required under GASB 28.
5. Derivatives reporting as required under GASB 53.
iv. Other reports, as may be agreed to by Contractor, may be requested by the State for
managerial accounting or reporting purposes.
2.2.4. Reporting Requirements
i. Provide monthly computations of net asset value;
ii. Provide monthly, quarterly, and year-to-date reports on all transactions, income, expenses,
realized and unrealized appreciation/depreciation, and changes in capital and other pertinent
investment data, in a format acceptable to the State, and as may be agreed to by Contractor, no
later than fifteen (15) working days after the end of each month;
iii. Provide other reports as may be requested by the State, and as may be agreed to by
Contractor;
iv. Provide semi-annual reporting on the Controls at a Service Organization required under the
Statement on Auditing Standards "SAS" No. 70 or SSAE16, as applicable;
v. Reports of daily transactions including domestic trades affirmed, unaffirmed, failing, pending,
etc.
vi. An itemized statement of the Securities as of the end of each month, as well as list of all
Securities transactions that remain unsettled at that time.
vii. Provide daily Working Trial Balance, Account Position Appraisal, Cash Transaction, Portfolio
Purchase, Portfolio Sales, Foreign Exchange Activity, Summary Realized Gain/Loss, Open
Trades, and Receivables.
All reporting shall be made available to the State on-line in an electronic format acceptable to the
State and as may be agreed to by Contractor.
At the request of the State, additional Accounts may be opened in the future, and such additional
Accounts shall be subject to the terms of this Agreement.
2.2.5. Contractor's obligation to open Accounts pursuant to Section 2.l(a) is conditional upon
Contractor receiving such of the following documents as Contractor may require:
i. Contractor's standard form fund manager mandate completed by the fund manager designated
by the State; and
ii.in the case of any Account opened in a name not that of the State, documentation with respect
to that name similar to that set forth in sub-section i.
2.2.6. Contractor reserves the right to reverse any transactions that were credited to the Accounts due
to mis-postings and other similar causes.
2.3. Cash Account
2.3.1. The Contractor shall:
i. Provide for same-day settlement of cash transactions; and
ii. Transfer cash between accounts, make and accept wire transfers of funds (including provision
of Fed reference numbers upon request), and accept fund contributions via ACH or check.
2.3.2. Any amount standing to the credit of the Cash Account is a debt due from Contractor to the
State as banker. Except as otherwise provided in Instructions acceptable to Contractor, all cash held
in the Cash Account will be deposited during the period it is credited to the Accounts in one or more
deposit accounts at Contractor or at Contractor's London Branch. Any cash so deposited with
Contractor's London Branch will be payable exclusively by Contractor's London Branch in the
applicable currency, subject to compliance with Applicable Law, including, without limitation, any
restrictions on transactions in the applicable currency imposed by the country of the applicable
currency.
2.3.3. Any amount credited by Contractor to the Cash Account on the basis of a notice or an interim
credit from a third party may be reversed if Contractor does not receive final payment in a timely
manner. Contractor will notify the State promptly of any such reversal.
2.4. Segregation of Assets; Nominee Name
2.4.1. Contractor will identify in its books that Financial Assets credited to the State's Securities
Account belong to the State (except as otherwise may be agreed by Contractor and the State).
2.4.2. To the extent permitted by Applicable Law or market practice, Contractor will require each
Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by
Contractor on behalf of the State belong to the State, such that it is readily apparent that the
Financial Assets do not belong to Contractor or the Subcustodian.
2.4.3. Contractor is authorized, in its discretion:
i. to hold in bearer form, such Financial Assets as are customarily held in bearer form or are
delivered to Contractor or its Subcustodian in bearer form;
ii. to hold Securities in or deposit Securities with any Securities Depository;
iii. to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities
of the same class and denomination as those deposited with Contractor or its Subcustodian; and
iv. to register in the name of the State, Contractor, a Subcustodian, a Securities Depository, or
their respective nominees, such Financial Assets as are customarily held in registered form.
2.5. Settlement of Transactions
Contractor will act strictly in accordance with Instructions with respect to settlement of transactions.
Settlement will be conducted with reasonable skill, care and caution in accordance with prevailing
standards of the market in which the transaction occurs. Without limiting the generality of the
foregoing, the State authorizes the Contractor to deliver Securities or payment in accordance with
applicable market practice in advance of receipt or settlement of consideration expected in connection
with such delivery or payment, and the State acknowledges and agrees that such action alone will not
of itself constitute negligence, fraud, or willful misconduct of Contractor, and the risk of loss arising
from any such action will be borne by the State. In the case of the failure of the State's counterparty
(or other appropriate party) to deliver the expected consideration as agreed, Contractor will contact the
counterparty to seek settlement and will notify the State of such failure. If the State's counterparty
continues to fail to deliver the expected consideration, Contractor will provide information reasonably
requested by the State that Contractor has in its possession to allow the State to enforce rights that
the State has against the State's counterparty, but neither Contractor nor its Subcustodians will be
obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any
similar action.
2.6. Contractual Settlement Date Accounting
2.6.1. Contractor will book entries on a contractual settlement date accounting basis as described
below with respect to the settlement of transactions in those markets where Contractor generally
offers contractual settlement date accounting.
i. Sales: On the settlement date for a sale, Contractor will credit the Cash Account with the
proceeds of the sale and, if not already delivered, transfer the relevant Financial Assets to an
account at Contractor pending settlement of the transaction.
ii. Purchases: On the settlement date for a purchase (or earlier, if market practice requires
delivery of the purchase price before the settlement date), Contractor will debit the Cash Account
for the settlement amount and credit a separate account at Contractor. Contractor then will post
the Securities Account as awaiting receipt of the expected Financial Assets. The State will not be
entitled to the delivery of Financial Assets until Contractor or a Subcustodian receives them.
Contractor shall provide the State with a list of those markets for which it provides contractual
settlement date accounting. Contractor may add markets to or remove markets from such list
upon reasonable advance written notice to the State. Contractor reserves the right to restrict in
good faith the availability of contractual settlement date accounting for credit or operational
reasons.
2.6.2. Contractor may reverse any debit or credit made pursuant to Section 2.5 prior to a transaction's
actual settlement upon notice to the State in cases where Contractor reasonably believes that the
transaction will not settle in the ordinary course within a reasonable time. Absent Contractor's fraud,
negligence or willful misconduct with respect to the transaction in question in performing its duties as
set out in this Agreement, the Contractor shall not be responsible to the State for any costs or
Liabilities resulting from such reversal. The State acknowledges that the procedures described in
Section 2.5 are of an administrative nature, and Contractor does not undertake to make loans and/or
Financial Assets available to the State.
2.7. Actual Settlement Date Accounting
With respect to settlement of a transaction that is not posted to the Account on the contractual
settlement date as referred to in Section 2.5, Contractor will post the transaction on the date on which the
cash or Financial Assets received as consideration for the transaction is actually received and settled by
Contractor.
2.8. Income Collection (AutoCredit®)
2.8.1. Contractor will monitor information publicly available in the applicable market about forthcoming
income payments on the Financial Assets and will promptly notify the State of such information.
2.8.2. Unless the State is notified otherwise, Contractor will credit the Cash Account with income
proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld
by Contractor or any third party ("AutoCredit") in those markets where Contractor customarily
provides an AutoCredit service. Contractor shall provide the State with a list of AutoCredit
eligible markets. Contractor may add markets to or remove markets from the list of AutoCredit
markets upon prompt notice to the State. Contractor may reverse AutoCredit credits upon oral or
written notification to the State if Contractor believes that the corresponding payment will not be
received by Contractor within a reasonable period or the credit was incorrect.
2.8.3. In markets where Contractor does not provide an AutoCredit service, income on Financial
Assets, net of any taxes withheld by Contractor or any third party, will be credited only after
actual receipt and reconciliation by Contractor.
2.8.4. Contractor will use reasonable efforts to contact appropriate parties to collect unpaid interest,
dividends or redemption proceeds and notify the State of the late payment, but neither
Contractor nor its Subcustodians will be obliged to file any formal notice of default, institute legal
proceedings, file a proof of claim in any insolvency proceeding or take any similar action.
2.9. Miscellaneous Administrative Duties
2.9.1. Until Contractor receives Instructions to the contrary, Contractor will:
i. present all Financial Assets for which Contractor has received notice of a call for redemption or
that have otherwise matured, and all income and interest coupons and other income items that
call for payment upon presentation;
ii. execute in the name of the State such certificates as may be required to obtain payment in
respect of Financial Assets; and
iii. exchange interim or temporary documents of title held in the Securities Account for definitive
documents of title.
2.9.2. In the event that, as a result of holding of Financial Assets which are commingled in an
omnibus account as a result of the relevant market rules or practice, the State receives
fractional interests in Financial Assets arising out of a Corporate Action or class action
litigation, Contractor will credit the State with the amount of cash it would have received had the
Financial Assets not been held in an omnibus account, and the State shall relinquish to
Contractor its interest in such fractional interests.
2.9.3. If some, but not all, of an outstanding class of Financial Assets is called for redemption,
Contractor may allot the amount redeemed among the respective beneficial holders of such a
class of Financial Assets on a pro rata basis or in a similar manner Contractor deems fair and
equitable.
2.10. Corporate Actions
2.10.1. Contractor will act in accordance with local market practice to obtain information concerning
Corporate Actions that is publicly available in the local market. Contractor also will review
information obtained from sources to which it subscribes for information concerning such
Corporate Actions. The Contractor shall promptly provide to the State or Authorized Person all
information (including, without limitation, pendency of calls and maturities of securities and
expirations of rights in connection therewith) received by the Contractor from its agents or its
subcustodians or from issuers of the securities being held for the State. Contractor will promptly
provide that information (or summaries that reflect the material points concerning the applicable
Corporate Action) to the State or its Authorized Person.
2.10.2. The Contractor is willing to commit, subject to the applicable standard of care, to report
information concerning any corporate action that is publicly available in the local market.
Contractor shall be liable for direct damages incurred by the State with regard to corporate
actions not so notified to the State. Contractor is willing to accept liability for material
inaccuracies or incompleteness in the corporate action information reported and the late
reporting of corporate action information to the extent that the inaccuracy, incompleteness or un-
timeliness is attributable to the negligence of Contractor's subcustodian. Contractor is willing to
accept liability for such inaccuracies, incompleteness or lateness to the extent caused by
Contractor's own negligence in reviewing information from sources to which it subscribes for
information concerning such Corporate Actions, or Contractor's negligent delay in forwarding
information on to clients. Contractor, however, does not accept liability to the State for
inaccuracies or incompleteness of data received by it or its subcustodians from issuers,
subscription services or other third-party vendors of corporate action information or for their
delay in forwarding such information to Contractor or its subcustodians.
2.11. Class Action Litigation
2.11.1. The Contractor shall provide class action claims filing and monitoring services hereto (Class
Action Services), which shall include, but not be limited to the following:
i. Contractor shall track the history of portfolio securities, bonds and other investment properties
held by the State during the period in which Contractor provided custodial. services and shall
make that information available to the State and to its law firms. Portfolio records shall, at a
minimum, contain: the item purchased with CUSIP number, quantity purchased, settlement
date of purchase, settlement purchase price, as well as, the item sold, quantity sold,
settlement date of sale, and settlement sale price. Portfolio records shall be held for a
minimum of seven (7) years.
ii. Contractor shall provide to the State a Settled Class Actions Litigation Detail Report detailing all
settled class action litigation for which the Contractor has filed a Proof of Claim, including the
Exclusion Date, the Proof of Claim Date, the dates claims and proofs of claim were filed, the
total amount recovered by the State (if applicable), the date those funds were credited to the
State and what accounts were credited.
2.12. Proxies
2.12.1. Contractor will monitor information distributed to holders of Financial Assets about upcoming
shareholder meetings, promptly notify the State, or its designee, of such information and act in
accordance with the State's Instructions in relation to such meetings (the "Proxy Voting
Service"). The State acknowledges that the provision of the Proxy Voting Service may be
precluded or restricted under a variety of circumstances. These circumstances include, but are
not limited to:
i. the Financial Assets being on loan or out for registration;
ii. the pendency of conversion or another corporate action;
iii. the Financial Assets being held in a margin or collateral account at Contractor or another bank or
broker, or otherwise in a manner which affects voting;
iv. local market regulations or practices, or restrictions by the issuer; and
v. Contractor being required to vote all shares held for a particular issue for all of Contractor's
customers on a net basis (i.e., a net yes or no vote based on voting instructions received
from all its customers). Where this is the case, Contractor will notify the State.
2.13. Statements of Account
2.13.1. Contractor will provide the State with a statement of account for each Account, identifying cash
and Financial Assets held in the Account and any transfers to and from the Account. Statements
of account may be delivered electronically or online over the Internet and are deemed delivered
when sent electronically or posted on the Internet. The State will review its statement of account
and give Contractor written notice of (i) any suspected error or omission or (ii) non-receipt of a
statement of account within a reasonable time after the statement of accounts is sent or made
available to the State, as the case may be.
2.13.2. The State acknowledges that information available to it electronically with respect to
transactions posted after the close of the prior business day may not be accurate due to
mis-postings, delays in updating Account records, and other causes. Contractor will not be liable
to the State for any loss or damage arising out of any such information accessed electronically
that is subsequently updated or corrected by the close of business on the first business day after
the original transaction was posted.
2.14. Access to Contractor’s Records
2.14.1. In addition, Contractor will allow the State's auditors and independent public accountants such
reasonable access to the records of Contractor relating to the Accounts as is required in
connection with their examination of books and records pertaining to the State's affairs. Subject
to restrictions under the relevant local law, Contractor also directs any Subcustodian to permit
the State's auditors and independent public accountants, reasonable access to the records of
any Subcustodian of Financial Assets held in the Securities Account as may be required in
connection with such examination.
2.14.2. Contractor will, upon reasonable written notice, allow the State reasonable access during
normal working hours to the records of Contractor relating to the Accounts. Contractor may
impose reasonable restrictions on the number of individuals allowed access, the frequency and
length of such access, and the scope of the records made available.
2.15. Maintenance of Financial Assets at Subcustodian Locations
2.15.1. Unless Instructions require another location acceptable to Contractor, Financial Assets will be
held in the country or jurisdiction in which their principal trading market is located, where such
Financial Assets may be presented for payment, where such Financial Assets were acquired, or
where such Financial Assets are held. Contractor reserves the right to refuse to accept delivery
of Financial Assets, or cash in countries and jurisdictions other than those referred to in
Schedule 1 to this Agreement, as in effect from time to time. Contractor may modify Schedule 1
to this Agreement upon prompt notice to the State.
2.15.2. Contractor reserves the right to restrict the services it provides in certain markets that are
deemed by Contractor to be restricted markets from time to time. A current list of these markets,
and a summary of the related restrictions, is set forth on Schedule 2. Contractor may update
Schedule 2 from time to time upon notice to the State.
2.16. Foreign Exchange Transactions
To facilitate the administration of the State's trading and investment activity, Contractor may, but will not
be obliged to, enter into spot or forward foreign exchange contracts with the State, or an Authorized
Person, and may also provide foreign exchange contracts and facilities through its Affiliates or
Subcustodians. Instructions, including standing instructions, may be issued with respect to such
contracts, but Contractor may establish rules or limitations concerning any foreign exchange facility made
available. In all cases where Contractor, its Affiliates or Subcustodians enter into a master foreign
exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions
of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such
transactions.
2.17. Compliance Monitoring
Contractor shall provide compliance monitoring services.
2.18. Educational Opportunities for Public Pension Fund Trustees
In the event the Worldwide Security Services division of Contractor makes educational opportunities,
such as conference and webinars, available to public pension fund trustees, the cost of State employee
or VPIC member registration for any such event shall be deemed included in the base fee of this
Agreement. In no event shall such registration cost include airfare, hotel or other travel expenses of the
State or VPIC members.
2.19. Notifications
The State agrees to access information concerning the Accounts through Contractor's website; except for
notifications relating to Termination, Contractor may make notifications required under this Agreement by
posting it on the website. These notifications may include, but are not limited to, trade settlement
notifications, corporate action notifications, income posting and reversal notifications, and cash balance
overdraft notifications. Notwithstanding the foregoing, Contractor shall also provide a daily email which
contains a copy of all reports.
3. GENERAL REQUIREMENTS:
3.1. PRICING: Bidders must price the terms of this solicitation at their best pricing. Any and al
- Issue Date
- Oct 6, 2026
- Due Date Raw
- 11/17/2026 04:30PM
- Detail Fetched
- Yes
- Questions Due Raw
- 10/20/2026 04:30PM
Vermont Buildings & General ServicesIssuing agency·Vermont·via the Vermont BGS purchasing bid board