HomeMy WebLinkAboutContract 46388-A1 DocuSign Envelope ID:OE06B5BF-D81E-4358-855A-020321562E4B
P41 r 2 CITY SECRETARY
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AMENDMENT to Fort Worth City Secretary Contract No. 46388
o VT PLUS FUND
INVESTMENT-ONLY ACCOUNT & RECORDKEEPING AGREEMENT
`yd WdZ� FOR CITY OF FORT WORTH
This Amendment to Fort Worth City Secretary Contract No. 46388, effective April 1, 2019, is to
the VT PLUS Fund Investment-Only Account & Recordkeeping Agreement for City of Fort
Worth, as amended, (the "Agreement") between the City of Fort Worth ("Fort Worth"),
International City Management Association Retirement Corporation ("ICMA-RC"), and
Teachers Insurance and Annuity Association of America("TIAA") (collectively "Parties").
WHEREAS, the Agreement governs the investment-only account in the VT PLUS Fund
("PLUS Fund") established by Fort Worth to facilitate investment of assets of the Fort Worth
457(b) Deferred Compensation Plan ("Plan") in the PLUS Fund; and
WHEREAS, the Parties desire to amend the Agreement to invest in a different PLUS Fund share
class; to provide for the payment of an Administrative Allowance; to provide for a one-time
payment of the Administrative Allowance to cover certain prior periods; and to make other
changes described below.
NOW, THEREFORE,the Parties hereby agree as follows:
1. Section IV of the Agreement, "Fees and Expenses," shall be replaced by the new Section
IV set forth below:
IV. Share Class Conversion and Administrative Allowance
(a) Share Class Conversion. At a date mutually agreed to by the parties, the
PLUS Fund assets in the Investment Account will be converted from the
Investor Services Product share class to the R10 share class.
The parties acknowledge and agree that while there will be no change to the
value of the Investment Account, this conversion will result in a decrease in
the number of shares in the Investment Account because the price of the
RIO share class is higher than price of the Investor Services Product share
class.
Fort Worth and TIAA acknowledge and agree that they are solely
responsible for any communication about the share class conversion that
they deem necessary to send to impacted participants.
(b) Administrative Allowance. Effective April 1, 2019, Fort Worth directs
ICMA-RC to pay TIAA an amount equal to 0.05% per annum of the
average daily balance of the Investment Account invested in the PLUS Fund
RIO share class (an "Administrative Allowance"). ICMA-RC will pay the
Administrative Allowance quarterly in arrears. The parties acknowledge
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CITY SECRETARY
W 0RTH,TX
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and agree that the Administrative Allowan,--e is to pay for reasonable plan
administrative expenses of the Plan or to be allocated to Plan participants.
The parties further acknowledge and agree that the Administrative
Allowance payments are for administrative, recordkeeping, and educational
services and are not consideration for any investment advisory, marketing or
distribution services.
(c) Retroactive Administrative Allowance Payment. Fort Worth directs
ICMA-RC to pay TIAA an Administrative Allowance payment to cover the
period from October 22, 2018, to March 31, 2019 (the "Retroactive
Administrative Allowance"). Within thirty(30) days of the effective date of
this Amendment, ICMA-RC will provide TIAA and Fort Worth the amount
of the Retroactive Administrative Allowance and sufficient detail to support
the calculation of the amount. Promptly after all parties have agreed to the
amount of the Retroactive Administrative Allowance, ICMA-RC will pay
the amount to TIAA.
Notwithstanding the indemnification provisions in Section VII. of the
Agreement, TIAA agrees to indemnify and hold harmless ICMA-RC from
all losses, damages or claims, including reasonable legal fees and expenses,
that may arise in connection with the retroactive payment of the
Administrative Allowance described in this paragraph; Fort Worth agrees, to
the extent allowed under Texas law, to indemnify and hold harmless ICMA-
RC from all losses, damages or claims, including reasonable legal fees and
expenses, that may arise in connection with the retroactive payment of the
Administrative Allowance described in this paragraph, provided, however,
that nothing in this provision or otherwise in the Agreement shall be
interpreted as to require Fort Worth to establish a sinking fund or to impose
a tax.
2. The following WHEREAS clause replaces the fourth WHEREAS clause:
WHEREAS, VTC has appointed Vantagepoint Investment Advisers, LLC
("VIA"), an investment adviser registered under the Investment Advisers Act of
1940, as an investment adviser pursuant to the terms of the Declaration of Trust to
provide advice and recommendations to the VTC in the management of the PLUS
Fund. VTC has also appointed ICMA-RC to perform various administrative
functions of the PLUS Fund. VIA and VTC are wholly owned subsidiaries of
ICMA-RC.
3. That the following sections are added to the agreement:
III. Duties of Employer
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(c) .Fort Worth has received and reviewed the Declaration of Trust,
any addenda thereto, the Disclosure Memorandum,and any
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additional materials and information it has requested describing
VantageTrust, and its business and operation, and that in making a
prudent investment decision with respect to the contribution of
assets to VantageTrust in exchange for units of the PLUS Fund,
Fort Worth has relied solely upon independent investigations
made, directly or indirectly, by it.
X.IV. Miscellaneous Provisions
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(h) That the term "Investment Guide" shall mean the PLUS Fund's
Fact Sheet, Disclosure Memorandum, or other document that may
be provided to unit holders of the PLUS Fund from time to time.
(i) Forth Worth hereby authorizes, and agrees to,the use of electronic
mail or web-based availability to deliver all documents required to
be delivered by, or on behalf of,the PLUS Fund to Fort Worth
under applicable law or regulation and pursuant to the Declaration
of Trust. Fort Worth may elect not to receive such documents by
electronic means by submitting a written request to VTC.
(j) Notwithstanding any of the above trading-related provisions in this
Agreement, TIAA and ICMA-RC may mutually agree to process
and settle transactions through the National Securities Clearing
Corporation' ("NSCC"), and, if so, TIAA and ICMA-RC agree
that all transactions shall be processed in accordance with the
rules, regulations, and procedures applicable to the NSCC,the
NSCC's Fund/SERV system, and the NSCC's Defined
Contribution Clearance & Settlement system.
4. Terms defined in the Agreement shall, save to the extent amended below or that the
context otherwise requires, bear the same respective meanings in this Amendment.
5. Except as varied by this Amendment, the Agreement is confirmed and shall remain in full
force and effect.
6. Each party represents to the other parties that all representations contained in the
Agreement are true and accurate as of the date of this Amendment, and that such
representations are deemed to be given or repeated by each party, as the case may be, on
the date of this Amendment.
7. This Amendment may be executed in several counterparts each of which will be deemed
to be an original and together will constitute one and the same agreement.
Remainder of Page Intentionally Blank
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IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its
duly authorized officer, as the case may be,as of the date and year first above written.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name: )e5✓> ti-
Title: Assistant City Manager
8 By:
Date: Name: IQI)c ,✓�,2
Title: rbx
Approval Recommended:
Approved as to Form and Legality:
By:
Name: By:
Title: Name: John B. Stro
Title: Assistant City Attorney
Attest:
Contract Authorization:
By: /Yl
Name: Mary Ka er
Title: City Secretary xf�
OFFICIAL RECORD
4 CITY SECRETARY
FT. WORTH,TX
DocuSign Envelope ID:OE0685BF-D81E-4358-855A-020321562E4B
TIAA: ICMA-RC:
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LOFFICIAL RECORDSECRETARYORTH,TX