Specifications include, but are not limited to: Counsel engagements may—to the extent mutually agreed by TRS and Counsel—cover one or more of the below described matters. (a) Fiduciary Obligations. With regard to the TRS investment program or a particular investment opportunity and upon request by TRS, qualified Counsel may be engaged to: (i) provide legal advice about compliance with fiduciary responsibilities of TRS trustees and fiduciaries; (ii) provide requested opinions on ethical and conflict of interest questions with respect to system fiduciaries; (iii) assist in the communication of fiduciary concerns involving TRS to trustees, staff consultants, advisors and other parties; and (iv) provide advice on potential liabilities of trustees and other TRS fiduciaries. (b) Derivatives Transactions. TRS anticipates significant transactions in both cleared and uncleared derivatives, including transactions in both listed derivatives (futures and options) and over-the-counter (“OTC”) transactions pursuant to ISDA Master Agreements. Counsel will assist and advise legal and investment staff with respect to regulatory requirements for publicly-traded derivatives and OTC derivatives’ contracts and related matters, such as, prime brokerage, securities lending, repurchase transactions, capital, margin, counterparty bankruptcy, and software licensing and intellectual property matters relating to derivatives electronic platforms such as Bloomberg. Counsel will also advise on matters of derivatives regulation. Counsel should have expertise and experience with industry standards and ISDA master agreements, schedules, confirmations, definition booklets, credit support annexes, collateral management, and settlement and clearing processes and regulation, including requirements arising from the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010). Thorough familiarity with and experience when negotiating, prime brokerage agreements, securities lending agreements, repurchase agreements, collateral custody agreements as well as ISDA Master Agreements, schedules, and related contracts (including “without limitation” provisions relating to master confirmation agreements, payment netting, tax gross-up, tax representations, basic corporate representations, basic covenants, events of default, collateral arrangements, and termination) is required. Demonstrated experience representing public institutional investors in derivatives negotiations and documentation is preferred but not required.