Recordkeeping, Administration, and Investment Options for the State of Tennessee's Optional Retirement Program and Public Higher Education 403(b) Plans

STATE OF TENNESSEE
TREASURY DEPARTMENT
REQUEST FOR PROPOSALS
FOR
RECORDKEEPING, ADMINISTRATION, AND INVESTMENT
OPTIONS FOR THE STATE OF TENNESSEE'S OPTIONAL
RETIREMENT PROGRAM AND PUBLIC HIGHER EDUCATION
403(b) PLANS
RFP # 30901- 65526
RFP CONTENTS
SECTIONS:
1. INTRODUCTION
2. RFP SCHEDULE OF EVENTS
3. RESPONSE REQUIREMENTS
4. GENERAL CONTRACTING INFORMATION & REQUIREMENTS
5. EVALUATION & CONTRACT AWARD
ATTACHMENTS:
6.1. Response Statement of Certifications & Assurances
6.2. Technical Response & Evaluation Guide
6.3. Cost Proposal & Scoring Guide
6.4. Reference Questionnaire
6.5. Score Summary Matrix
6.6. Pro Forma Contract
6.7. Number of Employees and ORP Eligibility Summaries for UT
6.8. Number of Employees and ORP Eligibility Summaries for TBR and LGI's
6.9. Cash Flow, Activity and Participation Details for each Current ORP
Vendor
6.10. Cash Flow, Activity and Participation Details for each Current 403(b) Plan
Vendor
6.11. Investment Lineups

6.12. Tennessee Treasury Managed Fund Disclosure and Daily Valuation
Operating Procedures
6.13. GASB Investment Option Monthly Reporting Template

1. INTRODUCTION
The State of Tennessee, Treasury Department, hereinafter referred to as "the State," issues this Request
for Proposals (RFP) to define minimum contract requirements; solicit responses; detail response
requirements; and, outline the State's process for evaluating responses and selecting a contractor to
provide the needed goods or services.
Through this RFP, the State seeks to procure necessary goods or services at the most favorable,
competitive prices and to give ALL qualified respondents an opportunity to do business with the state as
contractors, subcontractors or suppliers.
1.1. Statement of Procurement Purpose
The State is seeking competitive proposals from qualified organization(s) to provide
recordkeeping/administration; communication/education; in-person and virtual field education; investment
advisory; broad, open-architecture investment platforms; and custodial trustee services for the State's
Optional Retirement Program (ORP), the University of Tennessee 403(b) Plan, and the Tennessee Board
of Regents 403(b) Plan.
The State is looking for two (2) service providers for both the ORP and 403(b) Plans. These service
providers will provide accurate and timely recordkeeping services for both the ORP and 403(b) Plans
(collectively, the Plans or Program), administer the Plans within pre-described service standards and
assist in the education and retirement security of Program participants. In the event a successful
Respondent is an incumbent service provider, the services for the new contract term shall commence on
the date provided for in Section B of RFP Attachment 6.6., Pro Forma Contract. In the event a successful
Respondent is not an incumbent service provider, these services shall begin no later than September 1,
2027. This RFP will result in the award of two contracts each encompassing the ORP and 403(b) Plans
(e.g., Respondent 1 - ORP and 403(b) Plans and Respondent 2 - ORP and 403(b) Plans). Currently, the
ORP, Tennessee Board of Regents 403(b) Plan, and University of Tennessee 403(b) Plan maintain
separate plan documents. The State may elect to combine the Tennessee Board of Regents 403(b) Plan
and University of Tennessee 403(b) Plan into a single plan document in the future.
The State's goals and objectives for this RFP include:
* Reducing the current fee structure, by lowering participant and Program expenses, through a
nationwide competitive bidding process;
* Providing a transparent and equitable fee structure in which third-party administrator/recordkeeping
expenses are an explicit charge to participant accounts;
* Enhancing participant support, service, and education;
* Providing participants with the technological and educational tools to set and monitor progress toward
holistic retirement readiness goals;
* Streamlining employer reporting, Program administration, and Program compliance activities.
In pursuing these goals and objectives, the State places a high value on the following service provider
qualifications:
Experience and Presence in the Higher Education Defined Contribution Market
* Has extensive historical experience, demonstrated expertise, and a significant current presence in the
higher education defined contribution marketplace.
Focus on Quality and Consistency of Service Delivery
* Has a customer-focused approach;
* Adheres to successful quality assurance procedures;
* Follows a successful problem resolution methodology;
* Has a history of performing services on a timely basis;
* Performs services correctly and accurately every time;
* Able to receive and process payroll files of multiple frequencies from multiple pay centers;
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* Able to perform an active role in all IRS deferral limit monitoring;
* Has the ability to reconcile participant deferral elections (for 403(b) Plans) and statutory contribution
requirements (for ORP) with contributions received after each payroll file and produce regular reports
indicating instances in which contributions do not match deferrals;
* Able to efficiently make corrections in accordance with the IRS Employee Plans Compliance
Resolution System (EPCRS);
* Able to create/disseminate employer education materials, i.e., (i) How to use reporting portal and (ii)
Employer "manual" for administrative systems;
* Able to process enrollments and deferral changes submitted by paper form, electronically online, or
by telephone;
* Has ample client service staff to support the Plans payroll staff;
* Provides accurate, consistent and timely responses to inquiries;
* Provides reports on quality assurance; and
* Will sign a provider agreement specifying compliance activities to be performed by the service
provider.
Proactive Approach to Participant Education and Retirement Readiness
* Provides excellent, comprehensive participant enrollment and onboarding experience that ensures
new participants are well-informed about the Plan(s) and key actions they need to take;
* Provides adequate access to in-state, one on one meetings with credentialed, preferably FINRA-
certified, field representatives at all campuses served within a reasonable amount of time;
* Provides field representatives that:
* Will provide plan information and retirement planning services with the ability to incorporate assets
from other plans into retirement planning;
* Will conduct group meetings on the Plans (i.e. plan orientations) as well as general purpose
financial education meetings on a variety of topics (budgeting, market volatility, Social Security,
etc.);
* Ability to easily schedule meetings with field representatives and have the meeting occur within a
reasonable amount of time;
* Ability to measure participant satisfaction with field representative services;
* Ability to measure outcomes from field representative meetings;
* Ability to measure "retirement readiness" and specifically target those who are lacking in this area
with outreach;
* Ability to create and deploy targeted, personalized communications in a variety of media (emails,
mailers, videos, etc.) that measurably enhance participant engagement;
* Produces easy to understand, participant-friendly communications that are actionable and
informative;
* Provides informed toll-free customer service center and field representatives;
* Provides a user-friendly participant Internet site with evidence-based retirement readiness tools and
information;
* Provides on-going on-site visits to individual Plan groups for individual and group educational
meetings;
* Provides on-going employee training sessions that discuss retirement planning issues, including one-
on-one individual financial advising; and
* Focuses on financial wellness as well as retirement readiness.
Commitment to Technology and Resource Development
* Will interface with the payroll systems of the University of Tennessee System, the Tennessee Board
of Regents, and six locally governed institutions as described below;
* Provides up to date, secure platforms that are easy for participants and the Plans to use;
* Has a defined plan for keeping platforms updated and secure;
* Continuously invests in technology and information/cyber-security;
* Has a participant website that:
* Has ORP and 403(b) account balances visible and manageable in single online account for those
impacted;
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* Provides the ability for participants to utilize online retirement planning and investment guidance
tools and services;
* Has holistic retirement income projections/goal tracking in an online account that takes into account
not only ORP and 403(b) account and social security information, but the ability to incorporate
outside accounts (e.g., State's 401(k) and 457(b) plans at a minimum, and TCRS if applicable) and
provides analysis of ways for the participant to remedy any estimated shortfall between the goal
and projection;
* Is able to perform all account functions - enroll, change deferral, change investment allocation,
update beneficiary, contact info, etc.;
* Allows participants to schedule/request a meeting with field representatives in a timely manner;
* Provides access to all needed Plan forms;
* Has the ability to view investment disclosure and performance documents; and
* Provides access to financial planning tools (budgeting, educational webinars, etc.);
* Demonstrates excellence (accuracy, timeliness, etc.) in client service through technology; and
* Demonstrates dedication to continuously incorporating evidence-based improvements and best
practices, including behavioral finance, into all service offerings.
Program Background (ORP)
In General. The ORP is a defined contribution 401(a) retirement plan that is available to exempt
employees of the University of Tennessee System (UT), the Tennessee Board of Regents (TBR), and six
locally governed institutions (LGI's). Exempt employees are those employees who hold positions that are
exempt from the Fair Labor Standards Act (FLSA). The State sponsors the ORP as an alternative to the
State's defined benefit 401(a) plan, known as the Tennessee Consolidated Retirement System (TCRS).
Participation in either TCRS or the ORP is a condition of full-time employment for individuals who are
exempt from the FLSA and who are employed in State supported institutions of higher education. The
number of employees and ORP eligibility summaries for UT as of October 2025 are contained in RFP
Attachment 6.7. RFP Attachment 6.8 contains the number of employees and ORP eligibility summaries
for TBR and the LGI's as of October 2025.
Authority and Governance. The provisions governing the ORP are codified in Tennessee Code
Annotated, Sections 8-25-201 et seq. and in Sections 8-36-903 and 8-36-923 and in the ORP Plan
Document, which is attached as Contract Attachment 1 to RFP Attachment 6.6., Pro Forma Contract.
The ORP is a qualified plan under Section 401(a) of the Internal Revenue Code. The State issues this
RFP as the ORP Plan sponsor.
The ORP is governed by four Trustees designated in state law (T.C.A. 8-25-203). The State Treasurer
who is also the Chair of the Board of Trustees of the Tennessee Consolidated Retirement System serves
as a Trustee for and Plan Administrator of the ORP, and administration of the ORP is housed in the
Treasury Department under the Trustees' purview.
Plan Design. The ORP is a defined contribution plan with required employee and employer contributions
depending on the participating employee's date of hire. Employer and employee contribution amounts
are set in statute. An ORP participant directs contributions to specific investment products made
available by at least one and to as many as two ORP service providers. ORP participants may redirect
past and future contributions between and among the service providers each payroll cycle. The vast
majority of ORP participants direct contributions to only one service provider. The ORP currently has two
active service providers; namely, TIAA and Voya.
Qualifying faculty and staff who became ORP members at any time prior to July 1, 2014 participate in the
non-contributory ORP plan. The employer makes a contribution equal to 10% of the employee's earnable
compensation, plus 1% of the part of the employee's earnable compensation in excess of the employee's
covered compensation to the member's ORP account. The terms "earnable compensation" and "covered
compensation" are defined in Sections 1.6 and 1.4 of the ORP Plan Document (Contract Attachment 1 to
RFP Attachment 6.6., Pro Forma Contract ). The member may direct contributions to one or more of the
ORP plan service providers. The non-contributory ORP Plan is closed to new members.
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Qualifying faculty and staff who became ORP members on or after July 1, 2014 are eligible to participate
in the contributory ORP Plan. The employer contributes 9% of earnable compensation to the member's
ORP account. The member contributes 5% of the employee's earnable compensation to the ORP plan.
All contributions to the member's ORP account are made on a pre-tax basis and may not be altered. The
member may direct all contributions to one or more of the ORP plan service providers. The current
investment lineups for the ORP are provided in RFP Attachment 6.11.
UT, TBR, and LGI's. The UT System consists of six institutions of higher education located throughout
the State. The TBR includes thirteen community colleges, and twenty-two colleges of applied technology
("TCATs"). The six locally governed institutions are: Austin Peay State University, East Tennessee State
University, Middle Tennessee State University, Tennessee State University, Tennessee Technological
University, and the University of Memphis. The UT, East Tennessee State University, Tennessee Tech
University, Austin Peay State University, and the University of Memphis payroll and benefits systems use
Oracle whereas TBR and the remaining LGI's currently use the Banner system. It is anticipated that TBR
and the remaining LGI's will transition to an Oracle system before the end of the term of any contract
awarded under this RFP. The successful service providers must electronically interface their
recordkeeping systems with the payroll systems of UT, TBR and the LGIs to accept the institutions'
contributions record files and employee participant information. The successful service providers will be
responsible for paying the associated interface costs, if any, charged by the vendors of the payroll
systems.
UT, TBR, and the LGI's collectively have multiple entities that will report participant information separately
to each vendor. UT reports to each vendor on one payroll file combining reporting information from all six
UT system institutions. The TBR central office reports for itself, twenty-one of the TCATs, and four of the
community colleges. Each of the six LGI's and nine of the community colleges in the TBR system report
separately. Chattanooga State Community College reports for itself and TCAT-Chattanooga.
Participation, Assets, and Contributions.
As of 12/31/2025
Annual Contributions $75,985,094
Assets $2,826,116,855
UT
Active Participants 6,821
Total Participants 19,633
Annual Contributions $68,376,921
TBR & Assets $2,353,676,471
LGI's Active Participants 6,732
Total Participants 18,052
Annual Contributions $144,362,015
Assets $5,179,793,326
Total
Active Participants 13,553
Total Participants 37,685
The ORP has approximately 37,700 total participants and 13,550 active participants with assets of about
$5.2 billion. Most of the assets are in legacy contracts that are not mappable at the State's direction.
About $2.5 billion can be moved at the State's discretion subject to contract terms on the fixed
account/stable value assets.
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Participants with mappable assets in a plan offered by a closed service provider will have the option of
mapping their assets and future contributions to one of the successful respondents. If no choice is made,
the default will be to map contributions and assets to the highest scored respondent.
The State's 401(k) and 457(b) deferred compensation plans are also available to all employees of UT,
TBR and the LGIs. Eligible UT, TBR, and LGI employees who became TCRS or ORP members on or
after July 1, 2014 are automatically enrolled to make elective, pre-tax contributions to the State's 401(k)
Plan (not included in scope of this RFP) equal to 2% of compensation.
The cash flow, activity, and participation details for each current vendor of the ORP are contained in RFP
Attachment 6.9.
Program Background (403(b))
In General. In 2018, the Tennessee General Assembly granted the State the authority to administer the
existing 403(b) plans for UT and TBR, respectively. The State became plan sponsor and administrator
for the UT and TBR 403(b) plans on October 9, 2019. While administratively separate from TBR, the six
LGI's participate in the TBR 403(b) plan.
Plan Design. The 403(b) plans are supplemental deferred compensation plans established pursuant to
403(b) of the Internal Revenue Code (26 U.S.C. 403(b)). Employee participation is voluntary, and
employer contributions are not allowed.
UT System employees may direct contributions to specific investment products made available by two
403(b) service providers, which are currently TIAA and Voya. Employees of TBR or the LGI's may also
direct contributions to specific investment products made available by those two current 403(b) service
providers. All 403(b) participants may redirect past and future contributions between and among the
service providers each payroll cycle.
Authority and Governance. The provisions governing the 403(b) Plans' transition from UT and TBR to
the State are codified in T.C.A. 8-25-103 and 8-25-104. The Plan Documents for the UT 403(b) Plan
and the TBR 403(b) Plan are attached as Contract Attachments 2 and 3 to RFP Attachment 6.6., Pro
Forma Contract.
The 403(b) plans are governed by four Trustees designated in state law (T.C.A. 8-25-103), which are
the same Trustees as those for the ORP. The State Treasurer serves as a Trustee for and Plan
Administrator (after the transition) of the 403(b) plans, and administration of the 403(b) plans is housed in
the Treasury Department under the Trustees' purview. Currently, the UT 403(b) plan and TBR 403(b)
plan maintain separate plan documents. The State may elect to combine the two plan documents into a
single plan document in the future.
Participation, Assets, and Contributions.
As of 12/31/2025
Annual Contributions $11,152,239
Assets $580,690,969
UT
Active Participants 874
Total Participants 3,313
Annual Contributions $4,999,352
Assets $391,253,131
TBR
Active Participants 697
Total Participants 2,294
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Annual Contributions $16,151,591
Assets $971,944,100
Total
Active Participants 1,571
Total Participants 5,607
The 403(b) plans have approximately 5,600 total participants and 1,600 active participants with assets of
about $970 million. Most of the assets are in legacy contracts that are not mappable at the State's direction.
About $175 million can be moved at the State's discretion subject to contract terms on the fixed
account/stable value assets.
Participants with mappable assets in a plan offered by a closed service provider will have the option of
mapping their assets and contributions to one of the successful respondents. If no choice is made, the
default will be to map contributions and assets to the highest scored respondent.
The cash flow, activity, and participation details for each current vendor of the 403(b) plans are contained in
RFP Attachment 6.10.
Treasury Managed Fund and Custom Unitized Investment Options. It is a mandatory requirement that
the successful Respondents offer the "Tennessee Treasury Managed Fund" (Treasury Managed Fund) and,
at the State's request, custom unitized investment options as ORP investment options. It is also a mandatory
requirement that the successful Respondents offer these funds as investment options in the 403(b) Plan
lineups at the State's discretion once allowed by federal law. The successful Respondents will work with the
State in the development of mutually acceptable operating procedures for the custom unitized investment
options. The Treasury Managed Fund and custom unitized investment options are described below.
The Treasury Managed Fund is a unitized version of assets held within a Group Trust and invested in the
same manner as the Tennessee Consolidated Retirement System Group Trust. It is not currently offered as
an investment option in the ORP. However, attached to this RFP as RFP Attachment 6.12 are the Treasury
Managed Fund disclosure and daily valuation operating procedures for the State of Tennessee 401(k) and
457(b) Plans.
The State may offer participants investment options that include various unitized, internally managed funds.
These investment options include a unitized version of the multi-asset defined benefit portfolio (the "Treasury
Managed Fund" or "TMF"), custom target date retirement funds, and single-asset investment funds. The
unitization, rebalancing, NAV striking, and super-NAV striking for these investment options will be conducted
by a third-party intermediary. The successful Respondents will be expected to secure any required operating
agreements or data transmission arrangements directly with this third-party intermediary. As such, the daily
process includes sending a net cash flow amount to the third party for the given investment option and
receiving NAV from the third party for each of these options. For clarity, participant-level data transmission is
not needed in reporting or trade information transmission. These options will each require a custom fact
sheet with certain disclosures and updated investment fact sheet information provided periodically by utilizing
the successful Respondent's template(s).
Disclosure and operating procedure documents for the custom unitized investment options, including
information about the third-party intermediary referenced above, are under development and may be updated
from time to time.
1.2. Scope of Service, Contract Period, & Required Terms and Conditions
The RFP Attachment 6.6., Pro Forma Contract details the State's requirements:
Scope of Services and Deliverables (Section A);
Contract Period (Section B);
Payment Terms (Section C);
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Standard Terms and Conditions (Section D); and,
Special Terms and Conditions (Section E).
The pro forma contract substantially represents the contract document that the successful Respondent
must sign.
1.3. Nondiscrimination
No person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to
discrimination in the performance of a Contract pursuant to this RFP or in the employment practices of the
Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin,
or any other classification protected by federal, Tennessee state constitutional, or statutory law. The
Contractor pursuant to this RFP shall, upon request, show proof of such nondiscrimination and shall post
in conspicuous places, available to all employees and applicants, notices of nondiscrimination.
1.4. RFP Communications
1.4.1. The State has assigned the following RFP identification number that must be referenced in all
communications regarding this RFP:
RFP # 30901-65526
1.4.2. Unauthorized contact about this RFP with employees or officials of the State of Tennessee
except as detailed below may result in disqualification from consideration under this
procurement process.
1.4.2.1. Prospective Respondents must direct communications concerning this RFP to the
following person designated as the Solicitation Coordinator:
Dawn Rochelle, Solicitation Coordinator
Tennessee Treasury Department
Telephone: (615) 253-8770
Email: dawn.rochelle@tn.gov
1.4.2.2. Notwithstanding the foregoing, Prospective Respondents may alternatively contact the
following individual designated by the State to coordinate compliance with the
nondiscrimination requirements of the State of Tennessee, Title VI of the Civil Rights
Act of 1964, the Americans with Disabilities Act of 1990, and associated federal
regulations:
MaryJo Price
State of Tennessee, Treasury Department
502 Deaderick Street
Nashville, TN 37243-0225
Telephone: (615) 532-0909
Email: maryjo.price@tn.gov
1.4.3. Only the State's official, written responses and communications with Respondents are binding
with regard to this RFP. Oral communications between a State official and one or more
Respondents are unofficial and non-binding.
1.4.4. Potential Respondents must ensure that the State receives all written questions and comments,
including questions and requests for clarification, no later than the Written Questions &
Comments Deadline detailed in the RFP Section 2, Schedule of Events. Any written questions or
comments must be e-mailed to the Solicitation Coordinator at dawn.rochelle@tn.gov. The State
intends to hold a second round of Written Questions & Comments as detailed in the RFP Section
2, Schedule of Events. During this second round, the State only commits to responding to follow-
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up Written Questions & Comments from potential Respondents, which ask for further information
based on a first round State response. For this reason, the State encourages potential
Respondents to ask all of their questions and make all their comments during the first round.
1.4.5. Respondents must assume the risk of dispatching any communication or response to the State.
The State assumes no responsibility for delays in the State's receipt of any communication or
response from Respondents due to technical or other filing delays.
1.4.6. The State will convey all official responses and communications related to this RFP to the
prospective Respondents from whom the State has received a Notice of Intent to Respond (refer
to RFP Section 1.8).
1.4.7. The State will convey official, written responses and communications related to this RFP through
electronic mail to the prospective Respondents from whom the State has received a Notice of
Intent to Respond. The State may also convey such communications by Internet posting. For
internet posting, please refer to the following website:
https://www.tn.gov/generalservices/procurement/central-procurement-office--cpo-/supplier-
information/request-for-proposals--rfp--opportunities1.html.
1.4.8. The State reserves the right to determine, at its sole discretion, the appropriateness and
adequacy of responses to written comments, questions, and requests related to this RFP. The
State's official, written responses will constitute an amendment of this RFP.
1.4.9. Any data or factual information provided by the State (in this RFP, an RFP amendment or any
other communication relating to this RFP) is for informational purposes only. The State will make
reasonable efforts to ensure the accuracy of such data or information, however it is the
Respondent's obligation to independently verify any data or information provided by the State.
The State expressly disclaims the accuracy or adequacy of any information or data that it
provides to prospective Respondents.
1.5. Assistance to Respondents With a Handicap or Disability
Prospective Respondents with a handicap or disability may receive accommodation relating to the
communication of this RFP and participating in the RFP process. Prospective Respondents may contact
the Solicitation Coordinator to request such reasonable accommodation no later than the Disability
Accommodation Request Deadline detailed in the RFP Section 2, Schedule of Events.
1.6. Respondent Required Review & Waiver of Objections
1.6.1. Each prospective Respondent must carefully review this RFP, including but not limited to,
attachments, the RFP Attachment 6.6., Pro Forma Contract, and any amendments, for questions,
comments, defects, objections, or any other matter requiring clarification or correction (collectively
called "questions and comments").
1.6.2. Any prospective Respondent having questions and comments concerning this RFP must provide
them in writing to the State no later than the Written Questions & Comments Deadline detailed in
the RFP Section 2, Schedule of Events.
1.6.3. Protests based on any objection to the RFP shall be considered waived and invalid if the
objection has not been brought to the attention of the State, in writing, by the Written Questions &
Comments Deadline.
1.7. Pre-Response Teleconference
A Pre-response Teleconference will be held at the time and date detailed in the RFP Section 2, Schedule
of Events. Pre-response Teleconference attendance is not mandatory.
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