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HomeMy WebLinkAboutContract 45466-AD3 % ITY SECRETAW CONTRACT No,, AGREEMENT FOR INVESTMENT IN THE WELLS FARGO BANK, N.A. COLLECTIVE I...NVEST ENT FUNDS FOR RETIREMENT PLANS Plan Name:� City of Ford Worth 457 Deferred Comp peresation Plan Plan Type: El 401 k 457(b) Governmental Flans. E] Other Defined Contribution Plan Tax an D# State Domicile.- TX Estimated Funding Amount: as of 2/2014 we expect 57)'7041334-38 (Effective October 1, 2013, a minimuni investment of 5 million %.s required) Sponsor: City of Fort Worth Address* 1000 Throickm,orton:: Street , Fort Worth, TX 761 02 City, State i w. Phone burn ber. 817'-1392-7787 Fiduciary-, Susan L Assistant City Manager (Name of emit executing agreement on behalf of the Blau, e ,. Plan Sponsor or Trustee) Direct Service Provider(TPA A Firm Name): TIAA-CREF' Trading Platform.- 1eachers 1,,nsij rance and Annuity...A siociatifin This Agreement ("Agreement") is madeby and etween Wells Fargo Bank, N.A. ("Well Fargo" as trustee of the collective e nvest went funds ("Investment Funds") established and mainta ined by 'ells large under the Wells Fargo Declaration of Trust Estabillshincy Investment Funds for Employee Benefit Trusts as Amended and Restated ("'Declaration, of Trust"), and agent under this Agreement, and a narned fiduciar y executing this Agreement ("Fiduciary") on behalf of the Flan and Sponsor. RECITALS A. Wells largo maintains the investment Funds under the Declaration of Trust as a. medium for the collective investment of tax-qualified retirement trusts, certain governmental employee plans, and certain ether eligible participants identified in the Declaration of Trust. Version 9.23.20 13 949907505 remWiar^auscnn,i»nu'wumrp � W m APR 14k ;� 1 4 ID RECEIVE 70 /u'd'm'rM1nAiMUti�rtl �dy/hdi � 'ry)p>3 A",Rlr 10 ir 201 RECEIVED, All 10201 7GI r.xrm, eJG✓lea.d, -or the Plan.) 15 Fiduciary has authority to select or designate i.n.vestment options f and, desires that one or more Investment Funds, maintained under the Declaration of Trust be made available as Investment options under the Plan in accordance with this Agreement. C. Wells Fargo desires to accept the Plan as a participating Account as defined below in the Investment Funds, subject to the terms and conditions of this Agreement. AGREENTENT In consideration of the foregoing and the promises set forth below, the parties agree as follows. Capitalized terms not otherwise defined herein have the meanings given them in the Declaration of Trust. L Ap pointment and Acceptance Fiduciary hereby appoints, Wells Fargo as directed agent and custodian for the purposes of maintaining an account and holding therein such cash assets as shall be received from the Fiduciary from time to time, and all earnings and profits thereon (hereinafter called the "Account"), for the purpose of investing Such amounts in Investment Funds maintained by Wells Fargo listed, in Schedule A. Wells 'Margo hereby accepts its appointment as acFent and custodian, and acknowledges that it is a fiduciary of the Investment Funds, as -the tern fiduciary is defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"'), with respect to such assets. The Fiduciary has designated the Investn'i,ent, Funds listed in Schedule A. as investment options under the Plan and Wells Fargo shall have no responsibility or liability for such designation. 2. Accep Lance of Plan as Parti,cipating Account Wells Fargo hereby accepts the Plan as a participating Account in the Investment Fund(s) under the Declaration of Trust as indicated in Schedule A, which may be amended frorn, time to time by Wells Fargo and the Flduciari, and the 'Pl anus, investment in the Investment Fund(s,) shall be subject to the provisions of Schedule A. 3. Terms of the Declaration of Trust (a) Fiduciary ack-nowledges and understands that the Plan's participation i.n an Investment Fund will at all times be subJ1ect to the Declaration of Trust as amended from time to time. The Declaration of Trust as may be amended from time to time is hereby incorporated and made a part of the governing Plan documents as if fully set, forth therein. The corinbining of money and other assets of the Plan with money and other assets of other qualified plans in an Investment, Fund is specifically authorized. In the event of any inconsistency between this Agreement and the Declaration of Trust with respect to the Plan's investment in the Investment Fund, the It of Trust shall control. Fiduciary acknowledges having received a copy of the Declaration of Trust governing the applicable Investment f"unds. (b) The assets of the participating Account shall be invested in Investment Funds which are collective investment funds and group trust funds under Rev. Rul. 81-100, as amended, and consist exclusively of assets of exempt pension and profit sharing trusts and other qualified and -2- tax exempt accounts, under the 'Internal Revenue Code of 1986, and which are maintained by a bank or trust company supervised by a state or federal agency, notwithstanding that the bank or trust company is Wells Fargo, or is otherwise a party in interest of the Plan, 'Including Well Fare o, or an affiliate of Wells Fargo. The assets ilivested in.the Investment Funds shall be su ect to all the provisions of the instruments establishing such funds, as they may be amended fi-om, time to time, including, but not limited to, the Declaration of Trust,. Such instruments of group trusts as they may be amended from time to time are hereby incorporated and made a part ofthe governing Plan documents, as if fu 1.1y set forth therein. The combining of'money and other assets of the participating Account with money and other assets of other qualified trusts in such Investment Fund or Funds is specifically authorized. 4. Warranties, Representations, and t-,,o° enants of Fiduciary Fiduciary warrants and represents to, and covenants with, Wells Fargo as follows.- (a) Fiduciary is a named fiduciary of the Plan,, as 'that term is defined in ERISA, authorized to enter into this Agreement on behalf of the Plan and in that capacity shall be solely responsible for the selection of an Investment Fund as an investment option under the Plan; any person sib ning this Agreement on Fiduciary's behalf is authorized to do so- and this Agreement will be binding on Fiduciary, the P'lan, and the Plan participants. (b) The Plan and its accompanying trust are a Qualified Account as defined in the Declaration Trust and are, maintained pursuant to a plan or trust instrument which authorizes it to participate in the Investment Fund or in any other common, collective, or commingled trust fand and which specifically or in Substance and effect adopts the Declaration of Trust as a part of the plan of which such trust is a part. (c) Fiduciary agrees to furnish Such other information or assurances as Wells Fargo may request in order to determine the Plan."s eligibility to participate in the Investment Fund, and will notify Wells Farolo immediately in the event the Plan no longer meets the conditions for eligibility or is for any other reason disqualified from continuing to participate in the Investment Fund. 5. 'Wells Faro s Retention of Investment Advisers, Fiduciary understands that Wells "Fan4o is authorized under the Declaration of Trust to C-1 retain investment advisers, which may be affiliated with Wells Fargo, to advise Fells Fargo with respect to the investment of the assets of an. r Investrnent Fund. 61. Compensation Wells Fargo shall be entitled to reasonable compensation for its services with respect to the Investment Funds, as set forth in Schedule A hereto and/or in the disclosure or other document for each Investment Fund as provided to the Fiduciary. Stich compensation and expenses 'incurred by Wells Fargo in the perfon,-nance of such services and all other charges and disbursements for each Investment Fund may be charged to each fund. Any and all taxes, including any interest and penalties with respect thereto, which may be levied or assessed under the existing or future laws upon or in respect of the participating Account or income thereof -3- similarly shall be charged to and paid out of the participating Account. In the event that the parties agree that Well Fargo shall provide services hereunder beyond investing cash transferred to the participating Account into one or more Investment Funds, the parties shall agree in writing upon Wells Fargo's, compensation for those services and the expenses that may be charged to the participating Account in connection with those services. 7. 'Directions from Fiduciary; Indemni.fication Fiduciary will designate individual(s) from time to time to comm.unicate directions, instructions, or other notices required or permitted under this Agreement, including all Exhibits and/or Schedules attached hereto, or the Declaration of Trust to Wells Fargo on its behalf. Wells Fargo shall be protected fully in relying on and proceeding in accordance with any such direction or notice. Sponsor hereby agrees, to indemnif�, Welts Fargo, its affiliates, and their directors, officers., and employees (each, an "indemnified party"), and hold them harmless from all liabilities, losses, claims, demands, damages, costs, and expenses, including reasonable attorneys' fees, arising from (i) any act taken or omitted by an indemnified party in good faith in accordance with, or due to the absence of., directions of any person authorized to give a direction with respect to the matter, or (ii) any act taken or omitted by a fiduciary other than an indemnified party in breach of the fiduciary's responsibilities under the Plan or otherwise, includin-cr, without limitation, any miscommunication. or inaccurate statement by such other fiduciary to Plan participants concerning any aspect of the Investment Fund or the consequences of an investment in any Investment Fund. 8. Miscellaneous (a) This Agreement (i) will terminate upon the complete withdrawal of the Plan from all the Investment Funds, (ii) will be binding upon the successors and assigns of the parties, hereto, and (iii) together with the Declaration of Trust, as amended, is -the entire agreement between the parties regarding the subject matter of this Agreement. (b) The headings used in this Agreement are for convenience and reference only and shall not be deemed to limit or affect the terms or provisions herein. (c) The interpretation of this Agreement and the rights of the parties hereunder shall be governed by E_RJSA and other applicable federal law and, to the extent not preempted by the foregoing, the laws of the State of California, without giving effect to principles of conflict of Z:7 law. (d) Wells, Fargo may resign, as directed agent by providing to Fiduciary ninety (90) days, written notice to Fiduciary. Fiduciary shall provide Wells Fargo ninety (90) days notice of its intention to terminate a Plan's investment in an Investment Fund, subject to any other limitations in this Agreement. Upon the effective date of Wells Fargo's resignation or the termination of a Plan's investment in an Investment Fund, Wells, Fargo shall liquidate the Plan's holding in such Investment Fund in accordance with the terms of' the Declaration of Trust. Fiduciary shall provide to Wells Fargo written direction for the disposition of the proceeds of the liquidation of the Plan's holding in an Investment Fund. -4- To help the oovernmentfight thefunding qflerrorlsni and wneye�la.underin",activities,' Federal law requires allfinatictal institutions to obta ver�f ord in, y, and'ree information that Identifies eac erson who op�ens an acco�unt. What this means fiv you*- When You open an account, we wi/I ask-for your name, at1dress, an d other informution that will allow us f to ' n�ti ide jjou. We m4ry also ask to see your driv,e,r's license or!other idw of in A) documents. 4 Dated: Fiduciary I ing agreemen (Name of enfity execut' t o f the Plan ����� usa n A,Ia n i S PrInt Name Tifle Assistant City Manager Wells Fargo Bank,N.A. Signature Print Name Title C""f ........... '51�11 Tv OR*),* A moms #ORD OFFICIAL REC Aueo*by t7D ............ C11 Iry SECRETARY ......... 0100 0000000 P111w "'WORTH,'TX FTw ity 494�� Mary J. SCHEDULEA WELLS FARGO BANK,N.A. COLLECTIVE VEST.. T FUNDS FOR RETIREMENT PLANS NAME F INVESTM T F D S The Fiduciary selects and designates the Investment and s l identified below investment options under the Plan.- Wells Fargo Stable Value Fund The Wells Fargo Stale Value Fund C is 1100%invested in the Wells Barg Stable:fie Urn Fund G. FEES AND EXPENSE DISCLOSURES Wells Fargo Stable Return Fund G Expense Disclosure re Wells Faro may charge third 'party expenses incurred can behalf of the Wells :largo Stable Return FU.ud G (the "Fund"), including .non-affiliated advisors, benerit responsive contract fees, legal, technology agy support, and other administrative expenses, excluding costs Incur red in establishing and organizing the 1-una. These embedded :fees currently amount to less than .2.3% 23 bases points) of total assets off"the fund. Wells Fargo Stable Value Fund C Wells Fargo will charge a total., annualized fee for investment management and administrative services equivalent t o 0.30% of assets invested in the Fund. The fee will be calculated and accrued daily in 'the Fund's net asset value and will be paid from. the Fund's assets monthl y or quarterly as determined by Wells :barge. ADDITIONAL P' O SIONS ANID DISCLOS"URES FOR STABLE VALUE/RETURN FU" INVESTORS I. Wells Fargo reserves the right to require a t2-month notice for withdrawal of assets from the Fund initiated by the Sponsor or Fiduciary. Withdrawals initiated by artrci ants of the Qualified Account. � will be honored when received, unless payments, are being delayed to all. : and unit holders. In such event, Wells Fargo will work with Sponsor or Fiduciary to arrive at a mutually agreeable payout structure. At the discretion of Wells Fargo, the notification periods identified for withdrawals may be waived. m If the Qualified Account offers the Fund as an investment option and also offers a 44c m eting fund" option as determined by Wells Fargo, participants in the Qualified A Account are required to invest in a "non-competing fund" for at least 90, days before transferring into the "competing fund" option. Examples of "competing fund" options, include.- a Money market fund, a high quality bond and with a targeted duration of three years or less, a fund that seeks to maintain a stable value per unit, a target-date fund: that consists of at least 70 of the funds in carpeting, funds or a self-directed brokerage window. 3. Where an investment manager, who is not Wells Fargo or an affiliate or subsidiary of Wells Fargo, has been appointed by Sponsor or Fiduciary, Sponsor or the Z:� Fiduciary is responsible for notil-�ping the investment manager of the restriedons and limitations set forth in the Agreement.,