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HomeMy WebLinkAboutContract 45466 (2)i c c L TIAA CREF Financial Services TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA art sECrtET V� y � CONTRACTNO. � RECORDKEEPING SERVICES AGREEMENT FOR GOVERNMENTAL PLAN(S) WITH A TIAA-CREF BROKERAGE ACCOUNT THIS AGREEMENT ("Agreement") is entered into as of this 1st day of April, 2014, or such later date as the parties shall agree by Notice, by and between Teachers Insurance and Annuity Association of America ("TIAA"), a corporation organized and existing under the laws of the State of New York, and City of Fort Worth ("City"). TIAA and City are each a "Party" to this Agreement. There are no third party beneficiaries under this Agreement. WITN ESS ETH : WHEREAS, City sponsors and maintains the City of Fort Worth 457 Deferred Compensation Plan (the "Plan(s)"), for the benefit of eligible employees and their beneficiaries ("Participants"); WHEREAS, assets of such Plan(s) are allocated to and invested in certain mutual funds, a TIAA-CREF Brokerage Account and other funds and Teachers Insurance and Annuity Association of America -College Retirement Equities Fund ("TIAA-CREF") annuity contracts selected by City and made available by City under the terms of the Plan(s) for the benefit of Participants; WHEREAS, City seeks the provision of certain record keeping services in connection with the operation and administration of the Plan(s); and WHEREAS, TIAA desires to provide such services to City s in connection with the operation and administration of the Plan(s) as set forth in more particularity in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants, representations and warranties set forth herein, TIAA and City agree, as follows: 1. APPOINTMENT; ACCEPTANCE; AUTHORITY TO DIRECT OTHERS 1.1 The City hereby appoints TIAA as a record keeper for the Plan(s) to provide the "Contracted Services" as defined in Section 1.1. TIAA shall provide the Contracted Services in accordance with the provisions of the Plan(s), but TIAA shall have no discretionary control over the Plan(s). PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 r 1 FFfl©fi.LLNtO CUT WR T, Y ©M+:T!9T TIAA Sic CREF P Financial Services "Contracted Services" means solely and exclusively the end-product/services outputs, outcomes, communications to Plan Parties and quality assurance over the foregoing included in the description of services in Part I — Contracted Services of Schedule A to this Agreement; and "Plan Parties" means, collectively, the City, and employees of the City eligible to participate in the Plan(s). The Contracted Services shall not include any infrastructure or ancillary or supporting activities, functions or operations of TIAA and/or its affiliates or subcontractors, including, without limitation, activities, functions and operations that support TIAA's or its affiliates' lines of business and/or internal corporate infrastructure and operations, which are referred to herein as "TIAA Infrastructure and Other Operations". TIAA Infrastructure and Other Operations do not constitute a part of the Contracted Services and are not subject to the terms and requirements of this Agreement. 1.2 TIAA hereby accepts the appointment as a record keeper for the Plan(s) and agrees to provide the Contracted Services. TIAA is responsible for exercising reasonable care in providing the Contracted Services. TIAA's responsibility for reasonable care is limited solely to correcting processing errors resulting from malfunction of TIAA equipment, error by TIAA's staff, or error by TIAA's programs. TIAA shall make a good faith effort to correct any error caused by its performance subject to the limitations herein set forth; provided that the City notifies TIAA in writing of such error and furnishes all data necessary to make such correction within sixty (60) days following the date on which the City is furnished with a report in which the claimed error is contained. Correcting an error includes restoring any losses caused by such error to the participant's or beneficiary's account. The foregoing notwithstanding, TIAA will, at the City's 's request, make a good faith effort to correct any error brought to its attention after such time period has expired. TIAA shall in no event be liable, regardless of the form of the action, for loss of profit, goodwill, or other special consequential damages suffered by the City or the Plan(s) as a result of the Contracted Services. The Contracted Services performed by TIAA under this Agreement may be performed on TIAA's behalf wholly or in part through subcontractors designated by TIAA. TIAA shall continue to be liable for the performance of any Contracted Service performed by such subcontractors and shall be solely responsible for paying the fees such subcontractors charge for the performance of such Contracted Services. To the extent that Contracted Services are to be performed by a broker -dealer as determined solely by TIAA, the City agrees that such Contracted Services may be performed by TIAA-CREF Individual & Institutional Services, LLC, a wholly owned subsidiary of TIAA. 2. NON- FIDUCIARY STATUS Except with respect to its offering a Contracted Service that delivers investment and savings advice to Plan participants as described in Schedule A, it is intended that the Contracted Services be ministerial in nature and PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 2 Financial Services that nothing in this Agreement should be construed as granting any discretionary authority or discretionary responsibility to TIAA with respect to the Plan(s), the participants, or the investments under the Plan(s). 3. CHANGES TO ADMINISTRATIVE PROCEDURES TIAA reserves the right to make changes to any administrative procedures in order to assure quality service; provided, that TIAA agrees to provide the City with (i) reasonable advance notice of any changes, and (ii) the opportunity to have input into the manner in which any such changes are made and implemented. 4. DATA REQUIREMENTS; TRANSMITTAL OF DATA TIAA and the City shall work together to develop guidelines for data processing. The City shall be responsible for the timely transmittal to TIAA of participant data that is materially correct and complete. 5. PERSONNEL AND RESOURCES TIAA shall provide sufficient personnel and resources as may be necessary to perform the Contracted Services in a thorough and professional manner. The personnel designated by TIAA to perform the Contracted Services shall have the training and background necessary to perform such Contracted Services. 6. ERRORS, OMISSIONS OR DELAYS 6.1 Each Party to this Agreement will be responsible to the other Party for their own respective errors, omissions or delays in the performance of their responsibilities under this Agreement. Each Party shall notify the other Party (i) of any errors, omissions or interruptions in, or delay or unavailability of, the Contracted Services in the case of TIAA and services performed by the City in the case of City or (ii) if it is unable to perform any of its obligations under this Agreement. Such notice shall be provided as promptly as possible but in no event later than the two (2) business days following the occurrence of any events covered by (i) or (ii) of this paragraph. Notification under this provision shall be in such form as is required by Section 13 of this Agreement. Such notice shall not relieve the notifying Party of its obligations under this Agreement. 6.2 The City acknowledges that in performing the Contracted Services, TIAA must rely exclusively on the data and information provided to TIAA by the City and participants, and that TIAA is not obligated to inquire into and is not responsible for the authenticity or accuracy of such data or information received from the City and participants. If TIAA is required to repeat or reprocess any task as a result of incomplete or inaccurate information provided by a Plan, TIAA may charge a reasonable reprocessing fee. In addition, if amounts are sent with incorrect instructions, or in amounts that do not reconcile with the instructions given, TIAA may (1) apply the amounts for which accurate instructions are given and refund any excess amounts to the City, or (2) if amounts are less than the instructions call for, refund the entire amounts to the City. PLNSETRKA 3 Client ID: 065299 v1.3 Plan(s): 406425 TIAA CREF Financial Services 6.3 The City shall review all record keeping reports and shall immediately notify TIAA of any claimed error with respect to any data or report. TIAA assumes no responsibility for verification and any report not challenged in writing by the City within sixty (60) days of receipt thereof shall be conclusively presumed accurate and complete. The foregoing notwithstanding, TIAA will, at the City's request, make a good faith effort to correct any error brought to its attention after such time period has expired. 7. REPRESENTATIONS, WARRANTIES AND COVENANTS 7.1 Each Party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or entity. TIAA further represents, warrants and covenants that: a. It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; b. This Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of TIAA, enforceable in accordance with its terms; c. TIAA is a stock life insurance company duly organized, existing and in good standing under the laws of the State of New York; and The City further represents, warrants and covenants that: d. It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; and e. This Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of the City, enforceable in accordance with its terms. f. In the event TIAA or its affiliates or subsidiaries provide the City with communications marked "institutional use" only, the City agrees that such materials are for its use and not intended for use with or distribution to plan participants. The City agrees not to distribute such materials to plan participants, unless required by law. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 4 Financial Services 8. FEES 8.1 The City understands and accepts that TIAA may be compensated for the Contracted Services by payments made by providers of mutual funds, or their affiliates, used as allocation options under the Plan(s) and from fees under the TIAA-CREF annuity contracts. This shall include sharing, on a periodic basis, in the revenue derived by such mutual fund providers and TIAA-CREF. In regards to the preceding paragraph, TIAA's Revenue Requirement as set forth in paragraph # 15 of Schedule A for its Contracted Services is 10 basis points (0.10%) annually, which shall be based on the funding options listed in Schedule B of this Agreement. In any year if the plan servicing revenue received is at least $5,000 less than the revenue requirement, TIAA will assess plan participants with an ad hoc fee equal to the amount of the Revenue Requirement shortfall on a pro rata basis before the end of the calendar year. 8.2 The City understands and accepts that in addition to charges imposed by the funds themselves, TIAA may charge administrative fees in connection with certain non-proprietary mutual funds as set forth in Schedule B of this Agreement. TIAA shall be entitled to be paid all such fees from assets held in such mutual funds under this Agreement. The City authorizes TIAA, on its behalf, to instruct JPMorgan Chase Bank to debit the applicable participant's account under the Plan in the appropriate amount. In addition, the City understands that certain of these non-proprietary mutual funds may pay cost -sharing payments. The City agrees that the amount of such cost -sharing payments shall either be collected by TIAA to pay the costs of administering such non-proprietary fund on its platform or shall be used to offset the administrative fee to be charged in connection with the non-proprietary mutual fund that pays the cost -sharing payment. The current schedule of administrative fees and cost -sharing payments is listed in Schedule B. Such fees and payments are subject to change upon advance written notice from TIAA. In addition, the City understands and accepts that certain fees and commissions will apply to the TIAA-CREF Brokerage Accounts. Such fees and commissions shall be listed in the TIAA-CREF Self - Directed Brokerage Account Customer Agreement and, pursuant to the Agreement, such fees and commissions will be subject to change without prior notice. Certain minimum balance and minimum investment amounts may also be required pursuant to the terms of that Agreement. if such fees cannot be paid from the Self Directed Brokerage Account itself, they may be paid from the participant's or beneficiary's other Plan accounts pursuant to the terms of the Customer Agreement. 9. MAINTENANCE OF RECORDS TIAA agrees that the books, records, accounts, ledgers, documents, and other compilations of data (whether written, electronic, computer related or otherwise) collected and maintained by TIAA for the City and/or the Plan(s) under any provision or requirement of this Agreement (the "Records") are the property of the City. During the term of this Agreement, TIAA will at all times cooperate with and grant the City or its designee reasonable access to the Records during TIAA's normal business hours. If any litigation, claim, negotiation, audit, or other action involving the Records is commenced prior to the expiration of the applicable retention period, both TIAA and the City shall retain all Records until completion of the action and resolution of all issues resulting therefrom. Upon the expiration or termination of this Agreement, TIAA shall provide Records to the City upon such schedule and in such form or format as the City and TIAA agree is reasonable. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 5 TIAA CREF Financial Services 10. INDEMNIFICATION 10.1 TIAA agrees to indemnify and hold harmless the City and its respective employees, officers, directors, agents, affiliates and subcontractors or other related persons or organizations (the "City Parties") from all loss, damage, costs, charges, liability, or expense, including without limitation, reasonable attorneys' fees, and accountants' fees and disbursements (hereinafter referred to as "Losses") that may be incurred by, imposed upon, or asserted against the City Parties, on account of any claim or action at law or in equity brought by a third party against the City Parties to the proportionate extent that it results from the negligence, errors, omissions intentional misconduct, or wrongdoing of TIAA, or its employees, officers, directors, agents, affiliates and subcontractors or other related persons or organizations (the "TIAA Parties") in the performance of their duties and obligations hereunder. Notwithstanding the foregoing, TIAA shall not hold harmless or indemnify the City Parties against Losses stemming from the City Parties' bad faith, negligence, or willful misconduct. 10.2 The City agrees to indemnify and hold harmless the TIAA Parties against Losses that may be incurred by, imposed upon, or asserted against the TIAA Parties, on account of any claim or action at law or in equity brought by a third party against the TIAA Parties to the proportionate extent that it results from the negligence, errors, omissions or wrongdoing of the City's Parties in the performance of their duties and obligations hereunder. Notwithstanding the foregoing, the City shall not hold harmless or indemnify the TIAA Parties against Losses stemming frotn the TIAA Parties' bad faith, negligence, or willful misconduct. Nothing herein shall be construed as a waiver of the City's Governmental Immunity as provided by the laws of Texas. 10.3 Notwithstanding anything to the contrary herein and in this Section 10, TIAA shall expressly indemnify, defend and hold harmless any of the City Parties from all, loss, damage, costs, charges, liability penalties, fines or expense, including without limitation, reasonable attorneys' fees and accountants' fees and disbursements that may be incurred by, imposed upon, or asserted against any of the City Parties, on account of any claim or action at law or in equity against any of the City Parties to the proportionate extent that it results from the negligence, errors, omissions or wrongdoing of the Custodian, its employees, agents, subcontractors and affiliates under that certain Custodial Account Agreement for a 457(b) Plan between the City and JPMorgan Chase Bank, N.A., entered into on or about the date of this Agreement. 10.4 If any third party threatens to commence or commences any action for which one Party (the "Indemnifying Party") may be required to indemnify the other Party hereunder (the "Indemnified Party"), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnifying Party shall be entitled, at its own expense and without limiting its obligations to indemnify the Indemnified Party, to assume control of the defense of such action with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the control of the defense, the Indemnified Party may participate in the defense of such claim at its own expense. Without the prior written consent of the Indemnified Party, which consent shall not be withheld unreasonably, the Indemnifying Party may not settle or PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 6 Financial Services compromise the liability of the Indemnified Party in such action, or consent to or permit the entry of any judgment in respect thereof, unless such settlement, compromise or judgment is exclusively for monetary damages and in connection with such settlement, compromise or consent the Indemnified Party receives from such claimant an unconditional release from all liability in respect of such claim. 10.5 The indemnities granted by the Parties in this Section shall survive the termination of this Agreement for any claims that arise from actions taken by the Parties during the term of the Agreement. 11. CONFIDENTIALITY; CITY NAME 11.1 TIAA and the City recognize and acknowledge that, by entering into this Agreement, each Party may have access to certain information of the other Party that is confidential and constitutes valuable, special and unique property of that other Party. The Parties agree that they will not at any time, either during or subsequent to the term of this Agreement, disclose confidential information to others, or use, copy or permit the transmittal of confidential information to others, or use, copy or permit confidential information to be copied, without the other Party's express prior written consent, except that both Parties may disclose confidential information to others, or use, copy or permit the transmittal of confidential information to others, or use, copy or permit confidential information to be copied by others to the extent the Parties deem necessary to provide the Contracted Services. 11.2 All payroll, employee, and Participant information received by TIAA under this Agreement shall be treated as confidential information and shall be handled by TIAA in accordance with applicable law, TIAA's privacy policy, the terms of the Plan, and in accordance with the requirements of this Agreement. 11.3 Subject to the express written consent of the City, TIAA shall have the non-exclusive and non- transferable right to use the name of the City solely in connection with rendering Contracted Services. Any material, including electronic, print, or other media, in which the City's name may be used shall be submitted to the City in hard copy or electronic copy for review and approval prior to use by TIAA. Upon termination of this Agreement, TIAA agrees to immediately discontinue use of the City name. 12. WAIVER The failure of either TIAA or the City at any time to require performance of any provisions hereof will in no manner affect its right at a later time to enforce such provision and will not act as a waiver thereof. 13. NOTICE Any notices that may be required under this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service to the other Party at the following address or such other address as each Party may give notice to the other. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 7 Financial Services If to TIAA, to: Client Agreement Team TIAA-CREF 730 Third Ave-16th floor New York, NY 10017-3206 Attention: Director Institutional Client Services If to the City, to: City: Assistant City Manager for the Human Resources Department City Manager's Office City of Fort Worth 1000 Throcktnorton Street Fort Worth, TX 76102 With copies to: 14. EFFECTIVENESS; TERMINATION This Agreement shall become effective as of the date set forth above. The City may remove TIAA as record keeper upon ninety (90) days prior written notice to TIAA. TIAA may resign as record keeper upon ninety (90) days prior written notice to the City. 15. APPLICABLE LAW This Agreement shall be construed, and the provisions hereof interpreted under, in accordance with the laws of the State of Texas. 16. COMPLETE AGREEMENT; MODIFICATIONS This Agreement, including applicable exhibits, embodies the entire agreement between the Parties and supersedes all prior agreements and documents relating to the subject matter of this Agreement. All amendments to this Agreement must be in writing and signed by both Parties. 17. COUNTERPARTS This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same Agreement. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 8 ) ) Financial Services 18. SEVERABILITY If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 19. SUCCESSORS AND ASSIGNS This Agreement will be binding upon, inure to the benefit of, and be enforceable by the respective successors of the Parties. This Agreement will not be assignable by any Party hereto without the written consent of the other Party. 20. NON -EXCLUSIVITY Each of the Parties acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the Parties is free to enter into similar agreements and arrangements with other entities. 21. RIGHT TO AUDIT TIAA agrees to cooperate with auditors and provide them with the information and resources they may reasonably require in order to complete their audits. 22. GOVERNMENTAL POWERS Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 23. TEXAS PUBLIC INFORMATION ACT TIAA understands and agrees that the City is subject to the Texas Public Information Act. TIAA for itself and its officers, agents, employees, independent contracts, contractors, or subcontractors further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. Company further agrees that City shall have access to anything that is deemed public information held in the possession of Company that City may be obligated by law to provide to the public. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 9 TIAA CREF Financial Services 24. TERM 24.1 The Term of this Agreement shall begin April 1, 2014 and end April 1, 2017 ("Initial Term"). 24.2 In addition to the Initial Term, there shall be two options to renew this Agreement for terms of one year each, unless earlier terminated as provided herein, each a "Renewal Term." Renewal shall occur automatically unless City or TIAA provides the other party with 30 days written notice of its intent not to renew. The Initial Term plus any and all Renewal Terms are collectively herein referred to as the "Term." 25. Non -Discrimination TIAA, in the execution, performance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or national origin, nor will TIAA permit its officers, agents, employees, independent contractors, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"), and TIAA hereby covenants and agrees that it, its agents, employees and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either TIAA, its agents, employees or subcontractors. 26. Fiscal Funding In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any services to be provided hereunder, City will notify TIAA of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 27 Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 10 Financial Services IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first above written. T ch rs Insurance [d Annuity Association of America is n. Date: Print Name: Title: City of Fort Worth By• Print Name: Su Sex ✓t A L vL S Title: ASS . at'%y 1(144. C. r A-Te-e-a. -65 61-674a/K 1,3e_- l a oo\e \ \ 31ag(ao►gA edby:n Donald P. Gonzales, •' . City Secretary PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 Date: Cr Z u5'1 Contract AUthoriaatioii %\- 1q-13 11 Date Ida-/ Si5 A55c� Aorn�/ OFFICIAL RECORD CITY SECRETARY � o WORTH, TX Financial Services SCHEDULE A PART I - CONTRACTED SERVICES TIAA shall provide the Contracted Services as listed in this Schedule A. 1. TIAA will provide Plan participants with enrollment, education and consulting services. TIAA will provide Plan participants with Plan enrollment kits and shall otherwise aid in the enrollment of employees eligible to participate in a Plan. Such services may include internet based service, voice response unit service and mail service. 2. TIAA will provide the Plan Parties with the functionality of a recordkeeping system which will be based solely on information provided to TIAA by the Plan. TIAA based on the funding options listed in Schedule B shall maintain records of each Plan participant's and beneficiary's account balances including those amounts paid as premiums to and balances in TIAA-CREF annuity contracts, . The records of each such account balance shall reflect atnounts attributable to City contributions, if any, participant elective -deferral contributions, rollover contributions (when permitted by the applicable Plan) and transfers, and any after-tax contributions (when permitted by the applicable Plan). If a 403(b) or 401(k) plan accepts after-tax Roth Elective Deferral Contributions as permitted under Code section 402(A), TIAA shall keep records that separately account for such contributions. TIAA shall also maintain records of rollover Roth contributions, as permitted by the City's plan, which shall also be accounted for separately. 3. TIAA shall arrange for contributions to and investments in a participant's account to be allocated to the mutual funds under a Plan, other funds under a plan, in TIAA-CREF annuity contracts available under a Plan, or in a TIAA-CREF Brokerage Account as described in Schedule B, as directed by the participant or the participant's beneficiary in the event of the participant's death. The mutual funds, other funds, TIAA-CREF annuity contracts, and TIAA-CREF Brokerage Account chosen for the Plans are as set forth in Schedule B. All contributions shall be allocated among such options in accordance with the most recent valid instructions. Transfers among plan funding options shall be made pursuant to the instructions of the participant or beneficiary in accordance with the terms of the Plans but subject to any restrictions in the applicable mutual fund, brokerage agreement, or TIAA-CREF annuity contract. TIAA shall provide to the participant or beneficiary all of the forms necessary to enable him or her to allocate contributions or transfer amounts among the Plan funding options. In the event that Schedule B is amended to eliminate a mutual fund or a TIAA- CREF Brokerage Account as a plan funding option under the Plans, TIAA shall follow the instructions of the Plan Administrators in transferring accumulations from the eliminated Aiiutual fund or. TIAA-CREF Brokerage Account to the plan funding option chosen by the City as replacement(s) and,no future allocations will be made to the eliminated plan funding option. TIAA will work with the Plan Administrators to develop a plan for such transfers and in communicating with the Plans' participants and beneficiaries concerning the change in the Plans' funding options. In connection with plan administration matters, including but not limited to the correction of errors relating to the remittance of a contribution or a change of plan custodian, the City may, in its sole discretion, take any or PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 12 TIAA CREF Financial Services all of the following actions with respect to participant's account (a) instruct and direct TIAA-CREF and/or Custodian to liquidate securities ,(b) terminate account and (c) transfer assets in participant account to another institution, all without participant's consent. 4. TIAA shall send periodic record keeping reports and communications to the City of Fort Worth Deferred Compensation Plan Oversight Committee ("Committee") and other entities as the Committee may direct and each Plan participant and beneficiary, including but not limited to information regarding returns and investment performance under the mutual funds and TIAA-CREF annuity contracts used to fund the participant's account under a Plan. 5. TIAA shall send any communication that it is required to provide by mail to a participant or beneficiary to the address provided to TIAA by the Plan or by the participant or beneficiary. 6. TIAA shall, as authorized under a Plan by the City and subject to applicable law, administer and account for plan loans available under the terms of a Plan and shall, as authorized under a Plan by a Plan administrator and subject to applicable law, administer and account for hardship distributions. 7 TIAA shall, if applicable as authorized under a Plan by the City and subject to applicable law, provide for the liquidation of amounts in and make plan benefit payment distributions permitted under, the TIAA-CREF annuity contracts in a participant's Plan account as outlined in Schedule B. In addition, TIAA shall, as authorized under a Plan by a Plan Administrator and subject to applicable law, provide instructions to JPMorgan Chase Bank for the liquidation of investments in and to make plan benefit payment distributions permitted under the mutual funds in a participant's Plan account. 8 TIAA shall maintain records of each participant's designated beneficiaries based on information provided by the participants or the Plan. 9. To the extent permitted under applicable law, TIAA shall assure the performance of any required withholding of income tax from distributions and withdrawals. The foregoing notwithstanding, TIAA shall not provide for the performance of withholding of income tax from distributions and withdrawals from any private tax- exempt Code section 457(b), any Code section 415(m) plan or any Code section 457(f) Plan covered under this Agreement unless appropriate arrangements are made in writing with TIAA. Prior to the distribution of each participant's benefits, TIAA shall provide the appropriate notice as required under section 402(f) of the Code, when applicable. 10. On each day the New York Stock Exchange (the "Exchange") is open for business (each a "Business Day"), TIAA may receive instructions from a Plan and/or Plan participant on behalf of JPMorgan Chase Bank for the purchase or redemption of shares of the mutual funds offered under the terms of the Plan ("Instructions"). Instructions which are received in "good order" (defined below) prior to the close of regular trading of the Exchange (generally 4:00 pm Eastern Time) (the "Close of Trading") on any given Business Day, will be executed by JPMorgan Chase Bank at the net asset value determined as of the Close of Trading on such Business Day. Instructions which are received in "good order" (defined below) on such day but after the Close of Trading, will be executed by JPMorgan Chase Bank at the net asset value determined as the Close of Trading on the next Business Day following the date of receipt of the Instruction. Instructions shall be considered received in "good order" when all necessary information and monies in connection with such Instructions balance and conform to all other operating procedures, including any restrictions or limits set PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 13 TIAA CREF ! Financial Services forth in the applicable fund prospectus or as otherwise set forth by TIAA on behalf of JPMorgan Chase Bank. The date the Instructions are executed shall be referred to as the "Participation Date". Notwithstanding the foregoing, in the event that the Securities and Exchange Commission promulgates or amends rules under which the foregoing procedures would be impermissible, this paragraph 11 shall be amended to provide a procedure that conforms to such rules. 11. TIAA shall cause to be delivered to the City, and/or at the direction of the City, directly to Plan participants and beneficiaries, all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by TIAA relating to the TIAA-CREF annuity contracts or the mutual fund shares held in a participant's Plan accounts. Proxies shall be voted by, or in accordance with, the instructions of the participants or beneficiaries. If no instructions for voting proxies applicable to mutual fund shares are received, TIAA shall not exercise the voting rights for such shares and shall not be responsible for the failure to vote, or instruct the vote on such shares. 12. TIAA shall, as authorized by a Plan Administrator, offer a Plan level service that delivers investment and savings advice to Plan participants from an independent third party advice provider. The program follows the guidelines set forth in Department of Labor ("DOL") Advisory Opinion 2001-09A (known as the Sun America Opinion). Ibbotson Associates, Inc. is the independent financial expert under this participant advice program. The advice service will be delivered to participants over the phone, through the web, and by TIAA- CREF consultants in the field. TIAA accepts fiduciary responsibility for the provision of advice under this program. 13. At such times as the Plan Administrators and TIAA shall agree, TIAA shall provide reports to the Committee, and other entities as the Committee may direct concerning employee elective deferrals in order to aid in their compliance with the applicable limits on employee elective deferrals in sections 402(g), 457(e) and 414(v) of the Code, as applicable. 14. As authorized by the Plan Administrator and subject to applicable law, TIAA will administer the spousal consent requirements applicable to a Plan and have distributed Plan balances in accordance with any Qualified Domestic Relations Order (as defined in section 414(p) of the Internal Revenue Code) received by TIAA or forwarded to TIAA by a Plan and in accordance with the instructions of the Plan Administrator. 15. Revenue Credit Account: This item 15 will be in effect for one year from the effective date of this Agreement and shall automatically renew for successive one year periods provided that either party may cancel this item for any reason without penalty upon thirty (30) days written notice to the other party. Where the Plan maintains a balance in and makes active contributions to any of the mutual funds, other investment vehicles and/or the TIAA-CREF annuity contracts record kept on TIAA's platform and listed in Schedule B, TIAA will fund a Revenue Credit Account in the Plan based upon revenues generated by that Plan. A Revenue Credit Account is a suspense account held under the terms of the plan which is funded with excess revenue generated from that Plan. TIAA will reconcile the actual revenue earned for the first period beginning as of April 1, 2014 and ending on December 31, 2014 against the revenue requirement of 10.0 basis points. The amount so determined to be the revenue credit for the first period will be deposited into the Revenue Credit Account of the Plan approximately sixty (60) days after the close of the period or approximately sixty (60) days after contract signing whichever is later. The subsequent Revenue Credit Account funding amounts will be based on the reconciliation of the actual revenue for the Plan versus the revenue requirement listed above annually each December 31st. The amount so determined to be in excess of PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 14 Financial Services TIAA's revenue requirement will be deposited into the Revenue Credit Account of the Plan approximately sixty (60) days after the end of the plan year. The foregoing notwithstanding, no Revenue Credit Account shall be funded if the amount of such Revenue Credit Account in the Plan for any given calendar year would be less than $5,000. In addition, if it is determined that the revenue generated from the Plan Funding Options reconciled against that revenue requirement stated above will generate a shortfall of greater than $5,000 for any given year, TIAA and the City agree, pursuant to Section 8.1 of this Agreement, to assess all plan participants with a fee equal to the amount of the shortfall. TIAA will not access a participant fee if the shortfall in any given year is less than $5,000. The Revenue Credit Account may only be used either to pay direct, reasonable and necessary expenses of the Plan which the Plan is authorized to pay or to provide benefits for Plan participants and beneficiaries in the form of revenue credits. Such revenue credits can be paid to Plan participants' accounts, with at least thirty (30) days' Notice from the City to TIAA prior to the plan year end, on a per capita or pro rata basis at the election of the City. Revenue Credit Account money should be paid out in the form of revenue credits or for plan expenses before the end of the plan year of the Plan. Payments from a Revenue Credit Account directly to the City will be made only if the following procedures are followed: 1. Legal counsel for the City shall provide, in writing, assurance to TIAA that such legal counsel has reviewed the reimbursement arrangement for plan expenses to be paid directly to the City and that in its opinion the program for expense reimbursement, as structured, is set up in accordance with the Plan and state law and covers expenses that would not have been incurred by the City but for the retirement plan (e.g., no overhead or settler expenses, are covered). This will be a onetime certification and will be effective for the duration of the contract. 2. Prior to each payment the City shall provide TIAA with a written certification that the expenses to be paid meet the requirement that they are reasonable in amount, necessary for the administration of the Plan, are in accordance with Plan terms and would not have been incurred but for the Plan and are expenses that TIAA can pay in accordance with state law. The revenue generated to fund a Revenue Credit Account will not be a direct offset from plan participant accounts (i.e., an annual participant fee) nor a reduction in returns from those participant accounts. The City as Named Fiduciary represents that payments from a Revenue Credit Account shall be used to reimburse direct, reasonable and necessary expenses of the Plan that the Plan is authorized to pay or to provide revenue credits to Plan participants' accounts as stated above. No payments shall be made directly to the Cityor the Named Fiduciary of the Plan without adherence to the above requirements. For payments made directly to a Plan service provider, TIAA shall be billed for amounts to cover reasonable and necessary plan expenses that the Plan itself could pay. Payments shall be made directly to the Plan service provider within an administratively feasible period of time and no later than thirty (30) days after the date such an invoice is received. The invoice must be submitted along with a Revenue Credit Account Disbursement for Vendor Expense Form via mail or PDF to the plan's Client Services Consultant. A duplicate of the Revenue Credit Account Disbursement for Vendor Expense Form and the invoice should also be sent via PDF to DL RCAReconciliations a,tiaa-cref.org. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 15 TIAA CREF Financial Services If, in TIAA's good faith sole determination made in accordance with TIAA's standard policies governing employers similar in size with similar plan menus to the City, TIAA determines that, the assumptions and terms listed above have changed substantially, the parties agree to revise this item 15. The City and TIAA will amend this item 15 and any additional agreements pertaining to these payments, in order to reflect the new revenue requirements that will be used for the calculation of any payments to the Revenue Credit Account. Notwithstanding the foregoing, TIAA agrees to give the City sixty (60) days advance notice prior to such determination. 16. The TIAA-CREF Money Market Mutual Fund, Institutional Class (TCIXX) will be temporarily added to the Plan(s) fund line-up to facilitate the transfer of assets from Nationwide and ICMA-RC to the appropriate age based TIAA-CREF Lifecycle Retirement Funds at TIAA-CREF. The TIAA-CREF Money Market Mutual Fund (TCIXX) will be available only to those assets that are being transferred from Nationwide and ICMA- RC on May 15, 2014. Nationwide and ICMA-RC will wire assets to TIAA-CREF on May 15, 2014. Upon receipt of the Final Participant Data File, TIAA-CREF will map the transferred assets that are in the TIAA- CREF Money Market Mutual Fund (TCIXX) to the appropriate age based TIAA-CREF Lifecycle Retirement Funds. Participants will not be allowed to direct new remittance contributions and may not reallocate the transferred assets to the TIAA-CREF Money Market Mutual Fund (TCIXX) Once the transfer is complete to the appropriate age based TIAA-CREF Lifecycle Retirement Funds, the TIAA-CREF Money Market Mutual Fund (TCIXX) will be removed from the Plan(s) fund line-up. 17. TIAA will provide centralized online salary deferral agreement administration, which includes distribution, receipt and data storage of any salary deferral agreement information input by the participant or through other means as mutually agreed upon by both parties. This service includes processing of new deferral agreements, modifying and/or terminating existing deferral agreements and preparing and delivering confirmation statements. Salary deferral information can be recorded as dollar amounts, percentage of salary, or both as directed by the plan sponsor. Deferral information will be delivered electronically via a standard file format or viewed on a website maintained by TIAA on an agreed upon schedule. 18. Upon receipt of the required indicative data in the agreed -upon electronic format, TIAA will identify eligibility and waiting periods using the employee's eligibility date, as provided by the client, to develop and deliver all retirement plan enrollment materials. Enrollment materials will be delivered as mutually agreed upon. 19. Upon receipt of the required indicative and payroll data in the agreed upon electronic format, TIAA will analyze an employee's contributions to one or more vendors against the applicable individual contribution limits, based on a calendar year and 401(a)(17) compensation limits, including the 402(g),415(c), 457(b), and any applicable catch-up provisions including 402(g)(7), 414(v) and 457(b)(3). TIAA's calculations will be accurate according to the data provided by the plan sponsor or the participant, as applicable. The service will adjust contributions to an amount equal to or less than the amount required to reach an individual limit for the payroll where the limit would be exceeded. The participant's contribution will be suspended for the remainder of the calendar year and automatically reinstate contributions, using the employee specified SDA that is active on the current date At the end of each calendar year, TIAA will calculate any required true -up contributions. Deferral information will be delivered electronically via a standard file format or viewed on a website maintained by TIAA on an agreed upon schedule. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 16 Financial Services Part II - TIAA Infrastructure and Other Operations All services, activities and functions performed by or for TIAA which are not expressly included in Schedule A, Part I — "Contracted Services" shall not constitute a part of the Contracted Services to be provided under the Agreement. Activities, functions and operations that are not a part of, and do not constitute Contracted Services include TIAA corporate and business lines systems, quality control, data entry and other activities and operations that are ancillary to the provision of Contracted Services as defined in the Agreement and this Schedule A, Part I. PLN SETRKA Client ID: 065299 v1.3 Plan(s): 406425 17 Financial Services SCHEDULE B Plan Fundine Options and Non -Proprietary Mutual Funds TIAA-CREF Mutual Funds FUND NAME SHARE CLASS TICKER TIAA-CREF Money Market Fund Institutional Class TCIXX' TIAA-CREF International Equity Index Fund Institutional Class TCIEX TIAA-CREF Lifecycle Retirement Income Fund Institutional Class TLRIX TIAA-CREF Lifecycle Funds 2 TIAA-CREF Lifecycle 2010 Fund Institutional Class TCTIX TIAA-CREF Lifecycle 2015 Fund Institutional Class TCNIX TIAA-CREF Lifecycle 2020 Fund Institutional Class TCWIX TIAA-CREF Lifecycle 2025 Fund Institutional Class TCYIX TIAA-CREF Lifecycle 2030 Fund Institutional Class TCRIX TIAA-CREF Lifecycle 2035 Fund Institutional Class TCIIX TIAA-CREF Lifecycle 2040 Fund Institutional Class TCOIX TIAA-CREF Lifecycle 2045 Fund Institutional Class TTFIX TIAA-CREF Lifecycle 2050 Fund Institutional Class TFTIX TIAA-CREF Lifecycle 2055 Fund Institutional Class TTRIX ' The TIAA-CREF Money Market Mutual Fund, Institutional Class (TCIXX) will be temporarily added to the Plan(s) fund line-up to facilitate the transfer of assets from Nationwide and ICMA-RC to the appropriate age based TIAA-CREF Lifecycle Retirement Funds at TIAA-CREF. The TIAA-CREF Money Market Mutual Fund (TCIXX) will be available only to those assets that are being transferred from Nationwide and ICMA-RC on May 15, 2014. Nationwide and ICMA-RC will wire assets to TIAA-CREF on May 15, 2014. Upon receipt of the Final Participant Data File, TIAA-CREF will map the transferred assets that are in the TIAA-CREF Money Market Mutual Fund (TCIXX) to the appropriate age based TIAA-CREF Lifecycle Retirement Funds. Participants will not be allowed to direct new remittance contributions and may not reallocate the transferred assets to the TIAA-CREF Money Market Mutual Fund (TCIXX) Once the transfer is complete to the appropriate age based TIAA-CREF Lifecycle Retirement Funds, the TIAA-CREF Money Market Mutual Fund (TCIXX) will be removed from the Plan(s) fund line-up. 2 The actual Lifecycle Funds currently available as funding options under the Plan(s) are detailed in Schedule B of this Agreement. TIAA will send the City an updated Schedule B that can be attached to this Agreement when a new Lifecycle Fund becomes available and is subsequently approved by the City to be added as a funding option under the Plan(s). Any additional funds, that are not part of the Lifecycle family of funds, will need a signed and executed Amendment to the Record Keeping Agreement prior to being added as a funding option under the Plan. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 18 Financial Services Non-Proprietary Mutual Funds, Servicing Fees and Revenue Sharing Points American Funds New Economy Fund R4 RNGEX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 35 basis points. American Funds Small -Cap World Fund R4 RSLEX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 35 basis points. BlackRock High Yield Bond Portfolio Institutional BHYIX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 15 basis points. DFA Emerging Markets Small Cap I DEMSX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. DFA Real Estate Securities Portfolio Institutional DFREX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. Goldman Sachs Small Cap Value Fund Institutional Class GSSIX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 10 basis points. Harbor International Fund Admin Class HRINX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 25 basis points. Invesco Diversified Dividend R5 DDFIX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 10 basis points. Metropolitan West Total Return Bond I MWTIX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 10 basis points. Scout Mid Cap UMBMX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 35 basis points. Vanguard 500 Index Admiral VFIAX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. Vanguard Mid Cap Index Adm VIMAX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. Vanguard Small -Cap Index Fund Admiral VSMAX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. Vanguard Total Bond Market Index Adm VBTLX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 19 Financial Services Templeton Global Bond Fund Advisor Class TGBAX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 20 basis points. Stable Value Fund Wells Fargo Stable Return Class C (0.30%) TIAA-CREF Brokerage Account Notwithstanding any other provision of the Agreement to which this Schedule is attached to the contrary, the following provisions shall apply to the TIAA-CREF Brokerage Account. If so directed by the City and subject to TIAA's acceptance of a properly executed TIAA-CREF Retirement Plan Self -Directed Brokerage Account Application of a Plan participant or Beneficiary, all or a portion of the assets of the accounts of a Plan shall be segregated into individual TIAA-CREF Brokerage Accounts established for the benefit of Plan participants and Beneficiaries. Pursuant to the terms of the applicable Plan, each participant or Beneficiary shall have the power to direct the investment and reinvestment of assets in the TIAA-CREF Brokerage Account established for his or her benefit, subject to such administrative rules and procedures as TIAA may establish. Pursuant to the terms of the applicable Plan, participants and Beneficiaries shall provide instructions regarding the investment of the TIAA- CREF Brokerage Account directly to the broker appointed for purposes of executing transactions under the account. For 403(b) Plans, investments in the TIAA-CREF Brokerage Account shall be limited to mutual funds in accordance with Internal Revenue Code Section 403(b)(7). PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 20 (b) Financial Services SCHEDULE C SERVICE LEVEL GUARANTEES TIAA warrants that all of the services under this Agreement will be delivered appropriately and to the satisfaction of the City. If any defect or error occurs, the City should identify the issue and TIAA will make a good faith effort to rectify the situation without any additional cost to the City. TIAA backs this satisfaction guarantee with a financial commitment as follows: Subject to the Legal Qualifiers as stated below, if the City's identified issue goes unresolved, the City should provide TIAA with evidence that TIAA did not rectify the situation to the satisfaction of the City. In that case, a service guarantee penalty related to the cost of providing that service will be paid to the City's plan(s). The maximum guaranteed amount will be $10,000 annually for the Plan(s). Such amounts shall be paid to the Revenue Credit Account under the Plan(s). Legal Qualifiers TL-\A shall be entitled to a ninety (90) day grace period to cure any service that is not delivered appropriately and to the satisfaction of the City. If after the expiration of the cure period TL-A the service is still not delivered to the City's satisfaction then the penalties described above shall apply. Notwithstanding the foregoing, TIAA's obligations and liabilities shall be limited to the following limitations: (a) The Participant Services Group (PSG) shall be available to respond to telephone calls Monday through Friday (excluding holidays observed by TL-S-A) from 8 a.m. to 10 p.m. Eastern Time and Saturdays from 9 a.m. to 6 p.m. Eastern Time. All calls to the PSG will be recorded to help ensure they are handled properly. Calls may be monitored for training, review and other business purposes. TL-1A shall also provide Plan participants toll -free access to the Automated Telephone Service (ATS) modules. The ATS shall be available seven days a week and 24 hours a day, except during maintenance downtime and except at other times due to a failure of telecommunication, electrical, and/or computer systems, or other similar situations. TLAA shall use its best efforts to remedy any such failure. TL-\A shall provide City of Fort Worth with at least 24 hours' advance notice in the event of a scheduled material maintenance of the ATS expected to result in the unavailability of the ATS to City of Fort Worth participants for any material period of time, and to the extent reasonably feasible, TLAA shall facilitate notification to participants in the plans of such unavailability via the web site. City of Fort Worth shall be solely responsible for the timeliness, accuracy and completeness of the data that it (or its agent) submits to TL-A, and for any adverse consequences that may result from errors or inaccuracies caused by the inaccuracy or incompleteness of such data; provided, however, TIAA shall not be excused from liability to the extent that TLs1A has actual knowledge that such data is erroneous and does not take reasonable action to notify City of Fort Worth to obtain corrected data. Subject to the foregoing, TL-\A may fully rely on data received, and shall have no obligation to review it or verify its accuracy. (c) City of Fort Worth agrees that TIAA's performance may deviate from the established expectations from time to time due to causes beyond TLAA's reasonable control, e.g., TLAA's receipt of poor or incomplete data, the periodic failure of information or communications systems (except where such failures are solely attributable to PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 21 TIAA CREF Financial Services TL--1A's negligence), the operation of the capital markets, computer or operational system failures (except where such system failures are solely attributable to TIAA's negligence in maintaining such systems), "Acts of God," fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of TIAA or other unusual circumstances. PLNSETRKA Client ID: 065299 v1.3 Plan(s): 406425 22 ADOPTION AGREEMENT FOR THE ELIGIBLE 457(b) DEFERRED COMPENSATION PLAN OF CITY OF FORT WORTH, A GOVERNMENTAL EMPLOYER Financial Services Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 Instructions for completing the Adoption Agreement: Click on the applicable text box. Click on the text box to complete, highlight the line and replace with your response. 1. General Information (A) Name of Governmental Employer: City of Fort Worth (B) Address of Governmental Employer: 1000 Throckmorton St. Fort Worth, TX 76102 (C) Name of Plan: City of Fort Worth 457 Deferred Compensation Plan (D) Federal Tax ID Number of Governmental Employer: 75-6000528 (E) Plan Administrator's Name and Address: (F) Trustee's Name and Address (if applicable): City of Fort Worth 1000 Throckmorton St. Fort Worth, TX 76102 2. Effective Date / Restated Effective Date (Article I - Definitions) (Select one) (A) ❑ The Plan is a new plan. The Effective Date is (B) ® The Plan is a restated plan. The Restated Effective Date is May 1. 2014. The Plan's initial Effective Date was March 1981 TIAA-CREF Financial Services° Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 ) 3. Plan Year (Article I - Definitions) (Select all that apply) Plan Year means: (A) ® The calendar year. (B) ❑ The Plan Year is a twelve (12) month period beginning on and ending on the following (C) ❑ The initial Plan Year is a short Plan Year beginning on and ending on ) . Thereafter, the Plan Year will be the twelve (12) month period ' selected in Box 3(A) or Box 3(B) above. 4. Definition of Compensation (Article I - Definitions) (Please make a selection in (A) and (B)) (A) ® Compensation is defined as W-2 wages (including differential wage payments). ❑ Compensation will be defined as W-2 wages exclusive of the following: ) ) ❑ Compensation will be defined as follows: ) (B) If so selected, this amount also includes pay for accrued bona fide sick, vacation, or other leave pay (but not severance pay). (Note: Any such pay must be paid within the later of 2'/z months following Severance from Employment or the end of the calendar year which includes the date of Severance from Employment.) ® Yes, include. If yes, select which types of accrued leave pay will apply to the Plan. (1) ® Accrued bona fide sick pay (2) ® Accrued vacation pay (3) ® Other accrued leave pay (describe): Back Pay ❑ No, do not include. 3 TIAA-CREF Financial Services© 07/2013 Governmental 457(b) Deferred Compensation Plan Adoption Agreement 5. Eligible Employee (Article I - Definitions) (Select all that apply) (A) ❑ All Employees of the Employer. (B) ® All Employees of the Employer, other than the following excluded Employees: (1) ® Leased Employees (2) ❑ Salaried Employees (3) ❑ Hourly Employees (4) ® Seasonal Employees (5) ® Temporary Employees (6) ® Independent Contractors (7) ❑ Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer, under which retirement benefits were the subject of good faith bargaining. (8) ❑ Other: 6. Contract Selection and Alternate Investment Sponsors (Article I - Definitions) (A) Investment Options are any investments made available by either TIAA-CREF under its contracts (including the use of TIAA-CREF or non-proprietary mutual funds) or any other Investment Sponsor and selected for use under this Plan by the Employer, or its designee. The contracts that will be offered by TIAA-CREF under the Plan are: (Select all that apply) ❑ TIAA Retirement Choice Plus Annuity Contract ("TIAA RCP") and CREF Retirement Choice Plus Annuity Contract ("CREF RCP"). ® TIAA Retirement Choice Annuity Contract ("TIAA RC") and a CREF Retirement Choice Annuity Contract ("CREF RC"). ❑ TIAA Stable Value Annuity Contract ("TIAA Stable Value") and CREF Stable Value Annuity Contract ("CREF Stable Value") in conjunction with an RC Contract. If this option is selected, the RC Contract will also be included in the selection. ❑ For plans in existence prior to January 1, 2013, TIAA Group Supplemental Retirement Annuity Contract ("TIAA GSRA") and CREF Group Supplemental Retirement Annuity Contract ("CREF GSRA"). 4 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 (B) Alternate Investment Sponsors. (Select one) ❑ No, alternate Investment Sponsors are not available under the Plan. ® Yes, alternate Investment Sponsors are available under the Plan. (List alternate Investment Sponsors) ICMA-RC (12 month put on stable fund) Life Insurance contracts held with Nationwide (Monumental) 7. Normal Retirement Age (Article I - Definitions) (Please make a selection in (A) and if applicable, (B)) (A) General Rule. Other than provided in (B), Normal Retirement Age ("NRA") can be defined as any age that is on or after the earlier of age 65 or the age at which a Participant can retire and receive an unreduced benefit under the Employer's defined benefit plan (or if there is no defined benefit plan or if Participants cannot participate in that plan, a money purchase pension plan in which Participants also participate), and that is not later than age 70 1/2. Alternatively, an Eligible Plan may choose or permit participants to choose any NRA that is within those ages. (1) ❑ Normal Retirement Age will be age 65. (2) n Normal Retirement Age will be age (3) ❑ Normal Retirement Age will be the age selected by each Participant. (4) ® Normal Retirement Age is defined as follows: the age designated by the Participant shall be no earlier than age 65 or the aae at which Participants have the right to retire and receive. under the basic defined benefit pension plan of the Employer, immediate retirement benefits without actuarial or similar reduction because of retirement before some later specified age. The Normal Retirement Age also shall not exceed age 70 1/2 (B) Special Rule for Participants who are Police or Firefighters. Those Participants may substitute age 40 for age 65 for the rules in (A). (1) ❑ Normal Retirement Age will be age 40. (2) ❑ Normal Retirement Age will be age (3) ❑ Normal Retirement Age will be the age selected by each Participant. (4) ® Normal Retirement Age is defined as follows: 5 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 the date at which Participants have the right to retire and receive, under the basic defined benefit pension plan of the Employer, immediate retirement benefits without actuarial or similar reduction because of retirement before some later specified age. 8. Annual Deferrals (Section 3.1) (Select one) (A) ® Annual Deferrals may be made to the Plan up to the maximum amount permitted by law. (B) ❑ Annual Deferrals may be made to the Plan up to a maximum amount equal to , provided that in no event may such deferrals exceed the maximum amount permitted by law. (C) ❑ Annual Deferrals may only be made to this Plan up to the maximum permitted by law after maximizing Elective Deferrals to the Employer's 403(b) plan. (D) ❑ Annual Deferrals may not be made to the Plan. 9. Roth Elective Deferrals (Article X) (Select one) (A) ® Roth Elective Deferrals may be made to the. Plan up to the maximum amount permitted by law. (B) ❑ Roth Elective Deferrals may be made to the Plan up to a maximum amount equal to , provided that in no event may such deferrals exceed the maximum amount permitted by law. (C) ❑ Roth Elective Deferrals may only be made to this Plan up to the maximum permitted by law after maximizing Elective Deferrals to the Employer's 403(b) plan. (D) ❑ Roth Elective Deferrals may not be made to the Plan. 10. Deferral of Special Pay (Section 3.3) (Select one) If selected below, a Participant may elect to defer accumulated sick pay, accumulated vacation pay and other leave pay provided that in no event shall such deferrals to the Plan exceed the maximum amount permitted by law. ® Yes, apply. (Question 4.(B) must also be checked, Yes.) ❑ No, do not apply. 6 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 11. Age 50 Catch-up Contributions (Section 3.7(c)) (Select one) If selected below, age 50 catch-up contributions may be made to the Plan up to the maximum amount permitted by law. ® Yes, apply. ❑ No, do not apply. 12. Special Section 457 Catch-up Limitation (Section 3.7(b)) (Select one) If selected below, the special Section 457 catch-up contributions may be made to the Plan up to the maximum amount permitted by law. ® Yes, apply. (1 No, do not apply. 13. Employer Non -Elective Contributions (Section 3.5) Note: Any Employer contribution will reduce, dollar for dollar, the amount the Participant can defer to the Plan and in no event shall the combined total of Participant and Employer contributions exceed the maximum amount permitted by law. (Select one) l The Employer will make non -elective contributions to the Plan on behalf of all Active Participants in an amount equal to % of the Participant's Compensation. ❑ The Employer will make non -elective contributions to the Plan as follows (include a description of the class(es) of Active Participants receiving the contribution and the amount or if the contribution will be discretionary and only made to certain Active Participants as designated by the Employer in its discretion): ® The Employer will not make any non -elective contributions to the Plan. 14. Employer Matching Contributions (Section 3.6) Note: Any Employer contribution will reduce, dollar for dollar, the amount the Participant can defer to the Plan and in no event shall the combined total of Participant and Employer contributions exceed the maximum amount permitted by law. (Select one) 7 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 (A) ❑ The Employer will make matching contributions to the Plan on behalf of Active Participants who make an Annual Deferral pursuant to a Deferred Compensation Agreement in an amount equal to % of the Participant's Compensation that is contributed to the Plan for the Plan Year. (B) ❑ The Employer will make matching contributions to the Plan on behalf of Active Participants who make an Annual Deferral pursuant to a Deferred Compensation Agreement in an amount equal to % of the first the Participant's Compensation that is contributed to the Plan for the Plan Year. (C) ❑ The Employer will make matching contributions to the Plan as follows (include a description of the class(es) of Active Participants receiving the contribution and the amount or if the contribution will be discretionary and only made to certain Active Participants as designated by the Employer in its discretion): % of (D) ® The Employer will not make any matching contributions to the Plan. 15. Plan -to -Plan Transfers to the Plan (Section 3.9) (Select one) Please note that, in general, direct plan -to -plan transfers to the Plan can only be made from another Eligible Governmental 457(b) Deferred Compensation Plan and if the Participant is an Eligible Employee of the Employer. No transfers to the Plan can be made by a Beneficiary. (A) ® Direct transfers may be made to the Plan from another Eligible Governmental 457(b) Deferred Compensation Plan to the extent permitted by law. (B) ❑ Direct transfers may be made to the Plan from another Eligible Governmental 457(b) Deferred Compensation Plan, subject to the following limitations: (C) (1 Direct transfers may not be made to this Plan. 16. Plan -to -Plan Transfers from the Plan (Section 8.1) (Select one) Please note that, in general, direct plan -to -plan transfers from the Plan can only be made to another Eligible Governmental 457(b) Deferred Compensation Plan following the Participant's 8 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 Severance from Employment with the employer that maintained the transferor plan unless the transfer is with respect to a Participant's Beneficiary. (A) ® Direct transfers from the Plan may be made to another Eligible Governmental 457(b) Deferred Compensation Plan to the extent permitted by law. (B) ❑ Direct transfers from the Plan may be made to another Eligible Governmental 457(b) Deferred Compensation Plan, subject to the following limitations: (C) n Direct transfers from the Plan may not be made. 17. Transfers to Purchase Service Credits (Section 8.2) (Select one) If selected below, a Participant may request a transfer from this Plan to a defined benefit governmental plan to purchase service credit. ® Yes, apply. ❑ No, do not apply. 18. Rollover Contributions (Section 3.10) (Select one) Note: An Eligible Governmental 457(b) Deferred Compensation Plan cannot accept rollovers of after-tax funds from another plan. If Roth Elective Deferrals are elected, an Eligible Governmental 457(b) Deferred Compensation Plan can accept rollovers of Roth Elective Deferrals from another Eligible Governmental 457(b) Deferred Compensation Plan, or as otherwise permitted under the Code. (A) ® Rollovers to the Plan, including rollovers of Roth Elective Deferrals, are permitted to the extent permitted by law. (B) f l Rollovers to the Plan, excluding rollovers of Roth Elective Deferrals, are permitted to the extent permitted by law. (C) ❑ Rollovers to the Plan are not permitted. 19. In -Service Distribution at Age 70'/z (Section 5.1(a)) (Select one) 9 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 27.Special Considerations Relating to Military Service (Section 5.1(d)) (Please make a selection in (A), (B), and (C)) (A) Participants who have died or became Disabled while performing qualified military service shall be treated as if they returned to employment the day preceding the date of death or Disability and had a Severance from Employment on the date of death or Disability. (Select one) ® Yes, apply to both deceased and Disabled Participants. ❑ Yes, apply to deceased Participants. [1 No, do not apply. (B) Deemed Severance from Employment. If elected below, Participants who have been called to active duty for thirty (30) or more days will be deemed as having a Severance from Employment for purposes of receiving a distribution under the Plan. Any distribution under this Section 5.1(d) requires a suspension of Annual Deferrals under the Plan for six (6) months. (Select one) ® Yes, apply. ❑ No, do not apply. (C) Credit for Benefit Accruals for Deceased Participants. If elected below, Participants who die while performing qualified military service will be credited with service to the Employer for the period of qualified military service. Any Employer contributions made to the Plan for these Participants will comply with Section 401(a)(37) of the Code. (Select one) ® Yes, apply. ❑ No, do not apply. 12 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 By executing this Adoption Agreement, the Employer adopts the 457(b) Deferred Compensation Plan described herein and in the Plan document. The selections and specifications contained in this Adoption Agreement together with the terms, provisions and conditions provided in the Plan document constitute the Plan. It is understood that TIAA-CREF is not a party to the Plan and shall not be responsible for any tax or legal aspects of the Plan. The Employer assumes responsibility for these matters. The Employer acknowledges that it has counseled, to the extent necessary, with its attorney or other tax advisor. The obligations of the Investment Sponsors shall be governed solely by the provisions of its contracts and policies. TIAA-CREF shall not be required to inquire into any action taken by the Employer or the Plan Administrator and shall be fully protected in taking, permitting or omitting any action on the basis of the actions of the Employer or the Plan Administrator. TIAA-CREF shall incur no liability or responsibility for carrying out actions as directed by the Employer or the Plan Administrator. The provisions you select in completing this Adoption Agreement will apply to your Plan as if they were set forth in the Plan document. In completing this Adoption Agreement, you are urged to consult with your attorney or tax advisor. TIAA-CREF does not and cannot provide legal or tax advice. Failure to properly fill out the Adoption Agreement may result in the failure of your Plan to satisfy the requirements of an eligible deferred compensation plan under Section 457(b) of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF, this Adoption Agreement has been executed this day of r!Viet rch ,20[4- Employer: C;%Y o-r fir + o yr SJSca in (a S By: Printed Name: Title: 11551..Si t vi4 £I - 4\ ► Y IQ t�a e ✓' a.e-- aC_Me_xY\o, co Wn 3 / aT / /A/ 13 TIAA-CREF Financial Services© Governmental 457(b) Deferred Compensation Plan Adoption Agreement 07/2013 } Plan Conversion Document For City of Fort Worth Financial Services For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Introduction Introduction The City of Fort Worth 457 Deferred Compensation Plan (the "Plan") has been established by the City of Fort Worth, the plan sponsor and plan administrator ("Employer"). Employer provides the information set forth below in order to assist Teachers Insurance and Annuity Association of America ("TIAA") in the performance of services that it will be providing pursuant to certain service agreement(s) with the Employer. Plan Conversion Requirements Section 1: General Information Section 2: Plan Conversion Information Section 3: Fund Mapping Information Section 4: Plan Sponsor Acknowledgment Page 03 Page 09 Page 18 Page 28 For Institutional Investor Use Only. Not for use with or Distribution to the Public. Plan Sponsor Transition Guide I 2 I Section 1: General Information For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 1 3 Section 1: General Information Coordination with Your Current Record Keeper Your TIAA-CREF Delivery Consultant will manage the test conversion data process and work with your current record keeper to request conversion data (test and live). TIAA- CREF will help to ensure that a thorough and robust testing and validation process is conducted. The documents and requirements we will review with your current record keeper are as follows: Requirements Description Prior Record keeper This questionnaire solicits additional information we Questionnaire may need to begin setting up your Plan on our system. We will also conduct a subsequent conference call. TIAA-CREF does not require your current record keeper to provide participant data in a particular format for the Plan conversion. We require only that the prior record keeper provides us with full and detailed instructions on the data specifications contained in the data file. Enrollment/Coordination with Your Current Record Keeper Your TIAA-CREF Delivery Consultant will manage the enrollment process and work with your current record keeper to verify that we have the right data needed to enroll your eligible employees in the Plan. As part of the enrollment process, we will deliver Welcome Kits to all eligible employees. These kits provide all the necessary information participants will need to begin managing their accounts with TIAA-CREF. For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 4 Section 1: General Information Blackout Period Plan assets will be transferred to TIAA-CREF from your current record keeper. Both before and after the transfer date, a period of time will be needed to facilitate a smooth transition. This is called a "Blackout Period" and is needed to ensure the accurate transfer of account records. During the Blackout Period, your current record keeper will have various cut-off dates for initiating Plan -related transactions. TIAA-CREF will send plan participants a Blackout Notice approximately five weeks before the Blackout Period begins. This Notice will include the specific dates for which certain transactions will no longer be processed, as well as the scheduled Blackout Period end date. Eligible employees enrolled with TIAA-CREF will be able to complete nonfinancial updates, such as indicative data changes and beneficiary designations. Requests for financial updates and transactions, such as accumulation transfers and loans, cannot be processed until the Blackout Period ends. Every attempt will be made to ensure that the Blackout Period is as short as possible. The dates provided in the Notice depend on the timely receipt of plan assets and individual participant account records from your current record keeper. A delay in receipt may result in a change to the dates provided in the Notice. We will work out the timing of salary deferral transitions with you as we develop our communication and deployment strategies. Please note that TIAA-CREF may be able to continue some transactions during the Blackout Period. Once a participant account is created, all non -financial transactions are allowed, including contribution asset allocation updates, beneficiary designation updates, address changes, and participant indicative data changes. Also, existing TIAA-CREF accumulations are not subject to the blackout period. Final Conversion & Reconciliation After your current record keeper completes their final valuation, they will send the final conversion data to our team. During the final conversion, we balance all financial and transactional data to help ensure the integrity of the plan and participant data being set up on the TIAA-CREF system. We audit the transferred data and reconcile participant accounts to the transferred assets. We will work with you and your current record keeper to resolve any discrepancies if they arise. Once the assets and records have been validated and reconciled, we will prepare a reconciliation report for your review and approval. The City of Fort Worth 457 Deferred Compensation Plan (the "Plan") has been established by the City of Fort Worth, the plan sponsor and plan administrator ("Employer"). Employer provides the information set forth below in order to assist Teachers Insurance and Annuity Association of America ("TIAA") in the performance of services that it will be providing pursuant to certain service agreement(s) with the Employer. For institutional investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 15 Section 1: General Information Section 1: General Information 1.1 Plan Sponsor — Existing TIAA-CREF Plans Full Plan Name and TIAA-CREF Six Digit Plan Number for each existing TIAA-CREF Plan City of Fort Worth 457 Deferred Compensation Plan - 406425 1.2 Plan Sponsor Contact Information Contact Information Contact Name MARGARET WISE Contact Title ASSISTANT HR DIRECTOR Contact Department Address 1000 THROCKMORTON STREET Address (Line 2) City, State Zip FORT WORTH, TX 76102 Telephone Number 1-817-392-8052 Fax Number Email Address MARGARET.WISE(WFORTWORTHTEXAS.GOV Contact Name BRIAN R. DICKERSON Contact Title HUMAN RESOURCES DIRECTOR Contact Department Address 1000 THROCKMORTON STREET Address (Line 2) City, State Zip FoRT WORTH, TX 76102 Telephone Number 1-817-392-7783 Fax Number Email Address BRIAN.DICKERSONOFORTWORTHTEXAS.GOV For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 6 Section 1: General Information Contact Name SUSAN ALANIS Contact Title ASSISTANT CITY MANAGER Contact Department Address 1000 THROCKMORTON STREET Address (Line 2) City, State Zip FORT WORTH, TX 76102 Telephone Number 1-817-392-8180 Fax Number Email Address SUSAN.ALANISCC�FORTWORTHTEXAS.GOV For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 7 Section 1: General Information 1.3 Consultant Contact Information Contact Information Contact Name AL DICRISTOFARO— RETIREMENT STORE Contact Title Contact Department Address 10305 YUCCA DR Address (Line 2) City, State Zip AUSTIN, TX 78759 Telephone Number 1-512-291-2228 Fax Number Email Address ALDI(g7THERETIREMENTSTORE.NET For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document ( 8 Section 2: Plan Conversion Information For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 9 Section 2: Plan Conversion Information Section 2: Plan Conversion Information 2.1 Current Record keeper Contact Information Contact Information Company Name NATIONWIDE Contact Name KATHRYN CRAWFORD Contact Title BUSINESS PROJECT MANAGER Address Address (Line 2) City, State Zip Telephone Number 1-614-435-8317 Fax Number 1-855-376-9197 Email Address CRAWFOK6 a(�NATIONWIDE.coM Company Name ICMA-RC Contact Name RHONDA SMOTHERS Contact Title Address Address (Line 2) City, State Zip Telephone Number Fax Number Email Address RSMOTHERS ICMARC.ORG 2.2 TIAA-CREF Plans Involved in the Plan Conversion List all TIAA-CREF Plans to which assets and data will be moved as part of this project CITY OF FORT WORTH 457 DEFERRED COMPENSATION PLAN - 406425 2.3 Participant Enrollment Data Information Participant Enrollment Information The data that is necessary to create participant accounts will be obtained as follows: ❑ Use the data from the record keeper to whom the participant is currently contributing (For situations where the Plan Sponsor has multiple record keepers which could include TIAA-CREF. This option is only available if TIAA-CREF is provided with information by each record keeper or the plan sponsor that allows for determination of which is the For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 110 Section 2: Plan Conversion Information current record keeper) ® Use the data from the record keeper based on the following ordering: ■ Nationwide ■ ICMA-RC ❑ Use the current record keeper data (for situations where this is only one record keeper) ❑ Use data provided by the Plan Sponsor Note: Please be sure to include special enrollment parameters used, if any, in this section. CRK to TIAA-CREF plan mapping information CRK Plan Number 0036575001 (Nationwide) 301079 (ICMA) CRK Special Codes CRK Source (i.e., Div/Sub) If Yes TIAA-CREF TIAA-CREF Subplan TIAA-CREF Subplan Codes Specify Plan Number (Contract Type) Ordering All All N/A 406425 I RC1 N/A 406425 Division/Location Information CRK Location Code N/A RC1 TIAA-CREF Four Digit Location Code N/A RS1001 RS1001 For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 111 Section 2: Plan Conversion Information General Enrollment Information Beneficiary Designations Newly Enrolled Participants — The participant's beneficiary designation will automatically default to the participant's Estate at the time of enrollment in the new TIAA-CREF Contract; provided however that actual payment of a death benefit to a beneficiary will be made in accordance with the terms of the contract relating to the applicability of (1) federal and state law (including the enforcement of spousal rights under ERISA) and (2) plan rules. Once enrolled, the participant will have the opportunity to update their beneficiary designation. Existing TIAA-CREF Participants — No change will be made to the beneficiary designation for participants who have an active TIAA-CREF Contract and will not be issued a new contract. Deceased Participants TIAA-CREF will create accounts for deceased participants who have an accumulation with a current record keeper(s). TIAA-CREF will obtain beneficiary designation information from the current record keeper for any participants who die prior to the asset transfer date and have an accumulation greater than $0 with the current record keeper. Participants with a PO Box Address, CIO Address, or General Delivery Address TIAA-CREF requires a valid residential street address to create a participant account. We will work with the current record keeper to determine if there are any participants (active or paid -up) in your plan who have a PO Box Address, CIO Address, or General Delivery Address. If there are, these addresses can continue to be used for mailing purposes but TIAA-CREF will need a valid residential street address to complete the enrollment process. We will help identify these participants and work with you to try to obtain valid residential street addresses. If you do not have a valid residential street address, we'll work with additional resources to try to obtain a valid residential street address. Valid Social Security Numbers TIAA-CREF will create an account only for participants who have a valid Social Security Number. Valid Social Security Numbers begin with all three number sequences with the exception of 000, 666, and 900 — 999. If the current record keeper provides us with an invalid Social Security Number, we will work with the current record keeper and the plan sponsor to try to obtain a valid Social Security Number for the participant. Delayed Vesting Plans If the Plan Sponsor has a delayed vesting plan, TIAA-CREF will try to obtain current vesting information for each plan participant. 2.4 Participant Asset Allocation Information Select Asset Allocation Instruction 1) ® Fund to Fund Mapping — See Mapping Tables in Section 3 2) ❑ Default to the Appropriate Age -Based Lifecycle Fund based on each participant's date of birth — See Mapping Table in Section 3 3) ❑ Enroll participants early and allow for individual participant contribution asset allocation elections prior to the bulk wire date (Note: participants who do not make an election will have their contribution asset allocation defaulted to For institutional Investor use Only. Not for use With or Distribution to the Public. Plan Conversion Document 112 Section 2: Plan Conversion Information the appropriate Age -Based Lifecycle Fund based on the participant's date of birth.) — See Mapping Table in Section 3 4) ❑ Plan Sponsor Directed to a Specific Fund — [NAME THE FUND HERE] General Asset Allocation Information Newly Enrolled Participants: The participant will be allowed to change their contribution asset allocation as of the date their enrollment is completed. Existing TIAA-CREF Participants: The participant will be allowed to change their contribution asset allocation at any time. Multiple CRK Sources — One TIAA-CREF Plan Does the CRK have multiple money sources mapping to ® If Yes — continue to the next question a single TIAA-CREF Plan? ❑ No — stop here Do the multiple money sources include one source + ® If Yes — stop here rollover sources? Do the multiple money sources allow for a different contribution asset allocation? 2.5 Contribution File Processing ❑ No — continue to the next question ® If Yes — an explanation of how the contribution asset allocation instructions need to be documented here Use EE Source for Allocations ❑ No — stop here The following supplies the date that the current record keeper will process their final contribution list and the date that TIAA-CREF will process their first list. Date Last Remittance File scheduled to be processed by current record keeper 04/25/2014 First Remittance File scheduled to be processed by TIAA-CREF 05/09/2014 Note: If an asset transfer option is selected that allows for transfers to TIAA Traditional, TIAA-CREF cannot process any contribution files until the blackout period for this initiative ends. For institutional investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 113 Section 2: Plan Conversion Information 2.6 Participant Asset Transfer Information Investment Option Movement Method from current record keeper to TIAA-CREF ® Liquidation of current investment options and purchase of new investment options ❑ Re -registration of current investment options with TIAA-CREF ❑ Combination of a Liquidation and Purchase and Re -Registration Select Participant Level Asset Transfer Method 1) ❑ Fund to Fund Mapping — see Note 1 below and Mapping Tables in Section 3 2) ® Fund to Fund Mapping that includes at least one current record keeper fund that is being mapped to the Appropriate Age -Based Lifecycle Fund — see Note 1 below and Mapping Table in Section 3 Note: Mapping to the appropriate age -based Lifecycle Fund is done through a two-step mapping process. See Note 2 below on the Two-step Process. 3) ❑ Two-step Process: Apply to the CREF MMA or a T-C Money Market Mutual Fund (Identify the investment option) and then transfer to the appropriate age -based Lifecycle Fund — see Note 2 below and Mapping Table in Section 3 for the appropriate lifecycle fund table 4) ❑ Two-step Process: Apply to the CREF MMA or a T-C Money Market Mutual Fund (Identify the investment option) Transfer funds based on the participant's contribution asset allocation selection on [Insert Date] or to the appropriate default fund for participants who don't make a valid selection by [Insert Date] — see Note 2 below and Mapping Table in Section 3 for the appropriate lifecycle fund table. 5) ❑ Apply to Specific Fund (Identify the investment options). Notes 1) Funds moved through Fund to Fund Mapping are mapped as follows: Once the plan account proceeds are received by TIAA from a current record keeper, they will be applied as of 4 p.m. (ET) on the date of receipt in accordance with the Mapping Tables in Section 3 as you have directed. As a result of the Fund to Fund process, participant accounts will not share in the investment experience of the funds being mapped to in accordance with the Mapping Tables in Section 3 for one business day. 2) Funds moved through the Two-step Process are mapped as follows: Step 1: Once the plan account proceeds are received by TIAA from a current record keeper, they will be applied as of 4 p.m. (ET) on the date of receipt either to the CREF Money Market Account or a money market mutual fund as you have directed. Upon receipt of participant level data from a current record keeper, the data will be fully reconciled to the proceeds received. When reconciliation is completed, the participant level instructions will be determined to be in good order and the asset transfer process will proceed to Step 2. Step 2: The plan account proceeds in the CREF Money Market Account or money market mutual fund will be liquidated and then mapped at the participant level in accordance with each participant's individual contribution asset allocation instructions or to the appropriate Lifecycle Fund basedon the participants date of birth (depending on the option selected above). Any plan earnings on the proceeds from the CREF Money Market Account or money market mutual fund from the initial trade date through the date Step 2 is completed will be allocated to each participant's account in a proportionate manner. As a result of this Two-step Process, participant accounts will be invested in the CREF Money Market Account or a money market fund for a period during which participant accounts will not share in the investment experience of either the funds they selected as part of their contribution asset allocation instructions or the appropriate age -based Lifecycle Fund. Participants will receive two confirmation statements from TIAA-CREF — the first for the transfer of proceeds to the money market vehicle and the second for the transfer from the money market vehicle to the participants new investment options. For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 14 Potential Fees Are there any fees that the CRK will deduct from the plan assets? Explain Fee Type If there are fees, please explain how the deduction will be handled. El Section 2: Plan Conversion Information ® Yes ❑ No ® Short -Term Trading Redemption Fee — ICMA Fidelity Diversified Int'I fund ;❑ El Back -end Surrender Charges TIAA-CREF paying for Data File Other — MVA for Nationwide, currently $0.00 TIAA-CREF is paying the fee — deducted from wire (wire is shorted) ❑ TIAA-CREF is paying fee directly to the CRK (wire equals data file) Plan Sponsor is paying fee directly (wire equals data file) ❑ Other — Please Explain Note: If fees are involved, a separate set of participant level transactions is required for the fee amount to be applied to participant accounts. Plan Money Types — Source Mapping Plan Money Types are the money sources that will be mapped from the current record keeper to TIAA-CREF. CRK Plan ID or Name 0036575001 (Nationwide) 0036575001 (Nationwide) 0036575001 (Nationwide) 301079 (ICMA) 301079 (ICMA) 301079 (ICMA) 301079 (ICMA) ROLL COMMINGLED P PRE-TAX PORTABILITY PRETAX CONTRIBUTORY 1 ROLL PURE PRE- TAX 9 CRK Money Source CRK Source Code TIAA Plan Number TIAA Money Source TIAA-Source Code Salary Reduction N/A 406425 Employee Pre -Tax E Rollover (Pre -Tax) N/A 406425 Rollover 9 Rollover 457 N/A 406425 Rollover 9 406425 6 R 406425 Asset Transfer Restricted Rollover 9 406425 Employee Pre -Tax E 406425 Rollover 9 For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 15 Section 2: Plan Conversion Information 2.7 Self -Directed Brokerage Account Is Self -Directed Brokerage Account(s) available through the current record ❑ Yes ® No keeper(s)? 2.8 Participant Loan Information Will TIAA-CREF Takeover Loans for this Plan? ® Yes ❑ No What type of loan is currently used? ® Participant Style Loans ❑ Collateralized Loans How are loan repayments made? ❑ Payroll Deduction ❑ Personal Check What is the current payroll deduction frequency? ❑ Bi-Weekly ® Monthly ❑ Other (specify) Should TIAA-CREF load information regarding defaulted loans? ® Yes ❑ No 2.9 Participant Year to Date and Inception to Date Information ACH Debit Which of the following data elements will you require TIAA-CREF to takeover from the current record keeper(s) assuming said information is available? (Please check all that apply) DOODEIE1171fElEEI Year -to -Date Employee Contribution Information (required for 402(g) & 415 Testing) Year -to -Date Employer Contribution Information (required for 415 Testing) Year -to -Date Employee Catch-up Contribution Information (required for 402(g) & 415 Testing) December 31, 1986 accumulations (403(b) plans only for minimum distribution calculations) December 31, 2013 accumulations (for required minimum distribution calculations) Hardship Withdrawal Information Employee Contributions Taxed by the State (required for tax calculations of distributions) Employee Pre-87 After -Tax Contributions (required for tax calculations of distributions) Employee Post-86 After -Tax Contributions (required for tax calculations of distributions) Roth Contribution Information — provide the total amount of Roth contributions and the date each participant made their first Roth Contribution ❑ Other — Please Specify For institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 1 16 Section 2: Plan Conversion Information 2.10 Recurring Payment Information Does the current record keeper administer recurring payments for this Plan? Qj Yes ❑ No What type(s) of recurring payments? ® Systematic Cash ® Required Minimum Distribution ® Installments Note: TIAA-CREF cannot takeover recurring participant payment streams from the current record keeper(s). We will identify those participants who are currently receiving recurring payments and send them the materials they need to initiate receiving payments from TIAA-CREF once the blackout period has ended. For institutional Investor use only. Not for Use With or Distribution to the Public. Plan Conversion Document I 17 Section 3: Fund Mapping Information For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 18 Section 3: Fund Mapping Information Section 3: Fund Mapping Information 11 Fund to Fund Mapping If the Fund to Fund Mapping Option is selected, please complete the "FROM" and "TO" sections below. Note: This information is used to set up the contribution asset allocation instructions for future plan participant contributions and for the transfer of assets. Investment Name FROM Current fund lineup Ticker PRK Fund ID Investment Name TO New fund lineup Ticker American Century Growth American Funds New Fund TWCGX NWV011 Economy R4 RNGEX American Century Value Fund TWWDDFIX VLX NV094 Invesco Diversified Dividend Brown Capital Management Goldman Sachs Small Cap small Company Investor BCSIX NV093 Value Instl GSSIX W Class Dreyfus Appreciation Fund, DGAGX NWV076 Vanguard 500 Index Admiral VFIAX Inc Fidelity Advisor Technology T N/A 4725 American Funds New RNGEX Economy R4 Fidelity Contrafund FCNTX NV033 American Funds New WRNGEX Economy R4 Fixed Assets N/A NPG002 Wells Fargo Stable Value WFSC# Galliard Stable Value Fund C N/A GDV005 Wells Fargo Stable Value WFSC# IA Anvesco Diversified Dividend N/A 4884 R5esco Diversified Dividend DDFIX Invesco Growth and Income ACGIX NWVOB5 lnvesco Diversified Dividend DDFIX Fund - Class A R5 Invesco International Growth AIEVX NWV017 Harbor International HRINX Fund - Class R5 Administrative Janus Forty S N/A 4942 American Funds New RNGEX Economy R4 For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 1 19 JP Morgan Mid Cap Value Fund MFS Emerging Markets Equity A Section 3: Fund Mapping Information JAMCX NWVOCO Scout Mid Cap UMBMX N/A 5071 CDap IFA Emerging Markets Small DEMSX MFS Utilities R5 N/A 5087 R5esco Diversified Dividend DDFIX Nationwide Bond Index Fund GBIAX NV096 Vanguard Total Bond Market WVBTLX Index Adm Nationwide Destination 2015 TIAA-CREF Lifecycle 2015 Fund- Institutional Service NWESX NWVOGO Instl TCNIX Class Nationwide Destination 2020 TIAA-CREF Lifecycle 2020 Fund- Institutional Service NWFSX NWVOG1 Instl TCWIX Class Nationwide Destination 2025 ' TIAA-CREF Lifecycle 2025 Fund- Institutional Service NWHSX NWVOG2 Instl TCYIX Class Nationwide Destination 2030 Fund- Institutional Service NWISX ' NWVOG3 Class Nationwide Destination 2035 Fund- Institutional Service NWLSX NWVOG4 Class TIAA-CREF Lifecycle 2030 Instl TIAA-CREF Lifecycle 2035 Instl TCRIX TCIIX Nationwide Destination 2040 TIAA-CREF Lifecycle 2040 Fund- Institutional Service NWMSX NWVOG5 Instl TCOIX Class Nationwide Destination 2045 Fund- Institutional Service NWNSX NWVOG6 Class TIAA-CREF Lifecycle 2045 Instl TTFIX Nationwide Destination 2050 TIAA-CREF Lifecycle 2050 Fund- Institutional Service NWOSX NWVOG7 Instl TFTIX Class Nationwide Destination 2055 TIAA-CREF Lifecycle 2055 Fund - Institutional Service NTDSX NWVOJ8 Instl TTRIX Class For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 20 Nationwide Fund- Institutional MUIFX NWV002 Service Class Nationwide Growth Fund Institutional Service Class Nationwide International Index Fund Nationwide International Value Fund- Institutional Service Class Nationwide Large Cap Growth N/A Portfolio Nationwide Mid Cap Market Index Fund Nationwide Money Market Fund NGISX NWVOL2 GIIAX NWV099 NWVSX NWVOG9 NWVOF7 Section 3: Fund Mapping Information Vanguard 500 Index Admiral VFIAX American Funds New Economy R4 RNGEX TIAA-CREF International Eq TCIEX Idx Institutional Harbor International Administrative American Funds New Economy R4 HRINX RNGEX GMXAX NWV097 Vanguard Mid Cap Index Adm VIMAX MIFXX NWV006 Wells Fargo Stable Value WFSC# Nationwide NMF Investor NDASX Destinations Aggressive Fund Nationwide NMF Investor Destinations Conservative Fund Nationwide NMF Investor Destinations Moderate Fund Nationwide NMF Investor Destinations Moderately Aggressive Fund Nationwide NMF Investor Destinations Moderately Conservative Fund Nationwide Retirement Income Fund- Institutional Service Class Nationwide S &P 500 Index TIAA-CREF Money Market NWVOA8 Mutual Fund - Inst (for Two TCIXX Step to TDF) TIAA-CREF Money Market NDCSX NWVOB2 Mutual Fund - Inst (for Two TCIXX Step to TDF) TIAA-CREF Money Market NSDMX NWVOBO Mutual Fund - Inst (for Two TCIXX Step to TDF) TIAA-CREF Money Market NDMSX NWVOA9 Mutual Fund - Inst (for Two TCIXX Step to TDF) TIAA-CREF Money Market NSDCX NWVOB1 Mutual Fund - Inst (for Two TCIXX Step to TDF) NWRSX NWVOG8 TIAA-CREF Lifecycle Retire Inc Instl TLRIX GRISX NWV081 Vanguard 500 Index Admiral VFIAX For institutional investor use only. Not for Use With or Distribution to the Public. Plan Conversion Document 1 21 Fund Nationwide Small Cap Index GMRAX Fund Nationwide Small Company Growth Fund Institutional Service Class Nationwide US Small Cap Value Fund- Institutional Service Class Nationwide Variable Insurance Trust: Nationwide Multi -Manager NVIT Small Company Neuberger Berman Equity Funds(R) - Socially Responsive Fund Neuberger Berman Equity Trust(R) - Genesis Fund Oppenheimer Global Fund PIMCO Total Return Fund NWV098 NWSIX NWVOL3 I NWUSX N/A NWVOHO NWV069 NBSRX NWVOC1 NBGEX NWVOB4 OPPAX NWV078 PTTAX NWVOAO Putnam Global Healthcare A N/A 5215 N/A 5216 T. Rowe Price Growth Fund TRSAX NWV005 RGAEX NWVOD3 Putnam Global Natural Resources The Growth Fund of America R4 The Income Fund of America R4 RIDEX NWVOD7 Section 3: Fund Mapping Information Vanguard Small Cap Index Adm Goldman Sachs Small Cap Value Instl Goldman Sachs Small Cap Value Instl Goldman Sachs Small Cap Value Instl American Funds New Economy R4 Goldman Sachs Small Cap Value Instl American Funds SMALLCAP World R4 Metropolitan West Total Return Bond I American Funds New Economy R4 American Funds SMALLCAP World R4 American Funds New Economy R4 American Funds New Economy R4 VSMAX GSSIX GSSIX GSSIX RNGEX GSSIX RSLEX MWTIX RNGEX RSLEX RNGEX RNGEX TIAA-CREF Money Market Mutual Fund - lnst (for Two TCIXX Step to TDF) For institutional Investor Use only. Not for use with or Distribution to the Public. Plan Conversion Document 122 VantageTrust Cash Management VantageTrust PLUS Fund VT Allianz NFJ Div Value VT Calvert Equity Portfolio VT Fidelity Contrafund VT Fidelity Diversified International VT Fidelity Puritan N/A 0256 N/A 7071 N/A 7312 N/A 7491 N/A 7733 N/A 7753 7724 7100 N/A 7842 N/A 7903 8112 8131 N/A 8176 N/A 8177 N/A 8077 N/A 8368 N/A VT Goldman Sachs Mid Cap N/A Value VT Harbor International VT Invesco Diversified Dividend Y VT Nuveen Real Estate Secs N/A T Oppenhairnc-r Main stoat N/A VT PIMCO High Yield VT PIMCO Total Return VT Retirement Income Advantage VT T Rowe Price Growth Stock Section 3: Fund Mapping Information Wells Fargo Stable Value Wells Fargo Stable Value Invesco Diversified Dividend R5 American Funds New Economy R4 American Funds New Economy R4 Harbor International Administrative WFSC# WFSC# DDFIX RNGEX RNGEX HRINX TIAA-CREF Money Market Mutual Fund - Inst (for Two TCIXX Step to TDF) Scout Mid Cap Harbor International Administrative UMBMX HRINX Invesco Diversified Dividend DDFIX R5 DFA Real Estate Securities I DFREX Vanguard 500 Index Admiral VFIAX BlackRock High Yield Bond BHYIX Instl Metropolitan West Total Return Bond I MWTIX Wells Fargo Stable Value WFSC# American Funds New Economy R4 RNGEX For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 23 VT T Rowe Price Small Cap Value VT TimesSquare Mid Cap Growth Premier VT Vantagepoint 500 Index Stock Index II N/A 8309 N/A 7463 N/A 0067 VT Vantagepoint Aggressive N/A 0026 Opportunities VT Vantagepoint Broad Market Index VT Vantagepoint Core Bond Index II N/A 0080 N/A ,0060 VT Vantagepoint Discovery : N/A 0023 N/A 0025 VT Vantagepoint Equity Income VT Vantagepoint Growth I N/A 0020 i VT Vantagepoint Growth and Income VT Vantagepoint Inflation Protection Securities N/A 0047 N/A 0075 VT Vantagepoint International N/A 10045 VT Vantagepoint Mid/Small Co Index VT Vantagepoint Milestone 2010 VT Vantagepoint Milestone 2015 N/A 0068 N/A 0257 N/A 0258 Section 3: Fund Mapping Information Goldman Sachs Small Cap Value Instl Scout Mid Cap GSSIX UMBMX Vanguard 500 Index Admiral VFIAX TIAA-CREF Money Market Mutual Fund - Inst (for Two TCIXX Step to TDF) Vanguard 500 Index Adm VFIAX Vanguard Total Bond Market VBTLX Index Adm Goldman Sachs Small Cap Value Instl Invesco Diversified Dividend R5 American Funds New Economy R4 GSSIX DDFIX RNGEX Vanguard 500 Index Admiral VFIAX Vanguard Total Bond Market VBTLX Index Adm Harbor International Administrative HRINX Vanguard Mid Cap Index Adm VIMAX TIAA-CREF Lifecycle 2010 Instl TIAA-CREF Lifecycle 2015 Instl TCTIX TCNIX For institutional Investor use Only. Not for Use With or Distribution to the Public. Plan Conversion Document 124 VT Vantagepoint Milestone, 2020 VT Vantagepoint Milestone 2025 VT Vantagepoint Milestone 2030 VT Vantagepoint Milestone 2035 VT Vantagepoint Milestone 2040 VT Vantagepoint Milestone 2045 VT Vantagepoint Milestone 2050 VT Vantagepoint MP All Eq Growth VT Vantagepoint MP Conservative Growth VT Vantagepoint MP Long Term Growth VT Vantagepoint MP Trad Growth VT Vantagepoint MS Retirement Income VT Vantagepoint Overseas Equity index II Waddell and Reed Advisors N/A 0259 N/A 0260 N/A 0261 N/A 0262 N/A 0263 N/A 0264 N/A 0265 N/A N/A N/A N/A Section 3: Fund Mapping Information TIAA-CREF Lifecycle 2020 Instl TIAA-CREF Lifecycle 2025 Instl TIAA-CREF Lifecycle 2030 Instl TIAA-CREF Lifecycle 2035 Instl TIAA-CREF Lifecycle 2040 Instl TIAA-CREF Lifecycle 2045 Instl TIAA-CREF Lifecycle 2050 Instl TCWIX TCYIX TCRIX TCIIX TCRIX TTFIX TFTIX TIAA-CREF Money Market 0255 Mutual Fund - Inst (for Two TCIXX Step to TDF) 0252 TIAA-CREF Money Market Mutual Fund - Inst (for Two TCIXX Step to TDF) • TIAA-CREF Money Market 0254 Mutual Fund - Inst (for Two TCIXX l Step to TDF) TIAA-CREF Money Market 0253 Mutual Fund - Inst (for Two TCIXX Step to TDF) N/A 0250 N/A 0066 VT Vantagepoint Select Value N/A 0022 WYHIX NWV0B8 TIAA-CREF Lifecycle Retire • Inc Instl TLRIX TIAA-CREF International Eq TCIEX Idx Institutional Scout Mid Cap BlackRock High Yield Bond UMBMX BHYIX For institutional Investor use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 25 Section 3: Fund Mapping Information High Income Bond Fund Instl Wells Fargo Discovery Fund WFDDX NWVOK3 Scout Mid Cap UMBMX Admin CI Lifecycle Mapping Table This table reflects the date of birth ranges that will be used for fund mapping instructions that involve mapping to a Lifecycle fund Fund Name Date of Birth Range TIAA-CREF Lifecycle 2010 Instl Pre-12/31/1948 TIAA-CREF Lifecycle 2015 Instl 01/01/1949-12/31/1953 TIAA-CREF Lifecycle 2020 Instl 01/01/1954-12/31/1958 TIAA-CREF Lifecycle 2025 Instl 01/01/1959-12/31/1963 TIAA-CREF Lifecycle 2030 Instl 01/01/1964-12/31/1968 TIAA-CREF Lifecycle 2035 Instl 01/01/1969-12/31/1973 TIAA-CREF Lifecycle 2040 Instl 01/01/1974-12/31/1978 TIAA-CREF Lifecycle 2045 Instl 01/01/1979-12/31/1983 TIAA-CREF Lifecycle 2050 Instl 01/01/1984-12/31/1988 TIAA-CREF Lifecycle 2055 Instl 1 01/01/1989-12/31/2099 3.2 Foreign Mailing Address Participants Only - Contribution Asset Allocation Instructions The transfer of existing assets for foreign mailing address participants follows the same Fund to Fund Mapping Plan noted in Section 3.1 Asset allocation mapping for foreign residence address participants can only include mapping instructions to the TIAA- CREF annuity funds available on your plan(s). This information is used to set up the contribution asset allocation instructions for future contributions only. If the fund to fund mapping option is selected, please complete the "FROM" and "TO" sections below. FROM Current fund lineup Investment Name TO New fund lineup Ticker Annuity Name Ticker N/A N/A N/A N/A 3.3 Asset Allocation and Transfer of Assets Default In the event: 1) no asset allocation is available from the current record keeper's data file or the asset allocation doesn't equal 100% 2) a participant has assets that are not allocated to a specific fund on the current record keeper's data file or TIAA-CREF For Institutional investor Use only. Not for use with or Distribution to the Public. Plan Conversion Document I 26 Section 3: Fund Mapping Information cannot determine to which fund assets are allocated The following fund(s) will be used as a default to map the asset allocation andlor assets to TIAA-CREF (Note — The default asset allocation instruction for foreign mailing address participants is always 100% to CREF Money Market, if available in the plan, or to a designated TIAA-CREF Annuity if the CREF Money Market is not available): Investment Name Ticker TIAA-CREF Lifecycle Fund Instl Allocation Percentage Varies 100% For Institutional Investor Use Only. Not for use With or Distribution to the Public. Plan Conversion Document 27 Section 4: Plan Sponsor Acknowledgment For Institutional Investor Use Only. Not for Use With or Distribution to the Public. Plan Conversion Document I 28 Section 4: Plan Sponsor Acknowledgement Section 4: Plan Sponsor Acknowledgment The Plan Sponsor confirms that the information provided in Sections 1, 2 and 3 herein is accurate and complete, and directs TIAA-CREF to perform services in accordance with this Plan Conversion Document. Name of Plan Sponsor: City of Fort Worth By : Susan Alanis, Assistant City Manager Signature: Date: 3 1 % 8 I 1 I rn_mk_ IAA--� 3 (" 41% 455 Ls-bn-t 64- o eJ 4_42°'1""7 OCe-xit -a C eri row() e 3 )aa I aol'-/ For Institutional Investor Use only. Not for Use With or Distribution to the Public. Plan Conversion Document 29 tiaa-cref.org TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products. Annuity contracts and certificates are issued by Teachers Insurance and Annuity Association (TIAA) and College Retirement Equities Fund (CREF), New York, NY. © 2013 Teachers Insurance and Annuity Association -College Retirement Equities Fund (TIAA-CREF), 730 Third Avenue, New York, NY 10017. 151 124_263101 (06/ 13) Last updated on October 16th, 2013 TIAA CREF FINANCIAL SERVICES FOR THE GREATER 0000' The I Change Plan Type Show Only Selected Funds Institutional Setup and Design Document City of Fort Worth - City of Fort Worth 457 Deferred Compensation Plan City of Fort Worth 457 Deferred Compensation Plan (the "Plan") has been established by the City of Fort Worth I, the plan sponsor and plan administrator ("Employer"). Employer provides the information set forth below in order to assist Teachers Insurance and Annuity Association of America ("TIAA") in the performance of services that it will be providing pursuant to certain service agreement(s) with the Employer. All Required Fields must be filled out! PLAN PROFILE Plan Name*!City of Fort Worth 457 Deferred Plan Type' 10 - 457(b) Public Client Name*]City of Fort Worth Employer Name*!City of Fort Worth Plan Sponsor Address 1 "11000 Throckmorton Street Plan Sponsor Address 21 Plan Sponsor Address 31 Clty*]Fort Worth !Compensation Plan Pre -Assigned Plan Number (if applicable)I406425 IIState*ITX - Texas l I Zip Code*1761020000 Plan Administrator (Employer or Other Name)*!City of Fort Worth PLAN ADMINISTRATOR CONTACT INFORMATION - FOR SIEBEL PURPOSES ONLY ®Address is Same as Plan Sponsor Address Address 1 I1000 Throckmorton Street Address 2] Address 3] t.ity j Fort Worth II State*]TX - Texas II Zip Code*]761020000 Phone Number] +1 (817) 392-7787 II Fax Number] +1 (817) 392-2624 1lEmaillMaria.Gray@fortworthtexas.gov Are employers represented at the Div -Sub level?' No Short Plan Name*]City of Fort Worth 457(b) Contract Description Federal Tax ID/EIN175-60005j 1 Subject to ERISA Reporting & Disclosure Requirements (Form 5500)?*I No Is Spousal Waiver applicable to this plan and it's distribution options?*I Yes - ERISA OR Non-ERISA Plan Voluntary Compliance Subject to TAMRA?*' No 11 PLAN EFFECTIVE DATE INFORMATION Plan Effective DateI03/01/1982 I Restated Plan?IYes Plan Yearn Begin (MMDD)^ Additional Plan Year Rules' Discontinued Plan?INo 101 Plan Year End (MMDD)-' 1231 II Employer Type101 - Public Restated Date105/01 /2014 'I Short Plan Year?INo Institution's Fiscal Year End (MMDD)I0930 �I IOrganization Type129 - Government Entity Executive Deferred Compensation Arrangement' No I Type of plan document:I TIAA-CREF Specimen document Proxy Voting:I Participant or Participant's Beneficiary REPORTS/ADMINISTRATION Benefits Payment Packages (Distribution Forms) mailed tolEmployee Contract Packages mailed tolEmployee Tax Statements mailed to:J Quarterly Statements mailed to:'Employee Plan Rules Display Special Text Rules Mailed to Participant LOANS If RL Loans are selected, the X3 fund is required. What types of loans are allowed?lParticipant loans are allowed II Employer approval required?' Number of Loans Allowed) 1 ILoanInterest Rate Type' Fixed Interest Rate Employer Restriction on Minimum Loan Amount ($)I 1,000 Employer Restriction on Maximum Loan Amount ($)I Are loans available to terminated employees?1 No Plan Rules Display Special Text Rules No ENROLLMENT NOTE: Some contracts may require the TIAA Traditional fund in order to establish the correct subnlans in this plan. Please select TIAA Traditional in the Investment area, if necessary. Enrollment Contributions Allowed? Allowed? Loans Allowed? Add Line • i Retirement Choice Contracts NYes 111Part loans are allowed Delete Line ELIGIBILITY Eligible Employee (Section 1.10) Are Eligible Employees limited to a select group of senior management or highly -compensated employees ("Top Hat Group")?INo Define the Employee Class: (ex. President, Employees earning over $250K, etc) - Field will expand to fit your content All Employees of the Employer other than the following Excluded Employees: Leased Employees, Seasonal Employees, Temporary Employees, Independent Contractors Include Trustees as Eligible Employees?' No 'I Plan Rules Display Special Text Rules CONTRIBUTIONS PLAN RULES Source E - Employee Pre -Tax 2-ROTH 9 - Rollover Y - Roth Roll Same As Source:'E IContributions Allowed? Yes Yes Yes Yes Can this source fund a loan? Part loans are allowed Part loans are allowed Part loans are allowed Part loans are allowed Add Line Delete Line Delete Line Delete Line Delete Line EMPLOYEE ELECTIVE DEFERRALS - If additional input is needed based on your selection, an additional field will appear. (: Maximum ('Maximum amount equal to . (' Not Allowed IAre rollovers (in and out of the plan) accepted?' Plan Type 403(b)1 403(b)7 401(a) 403(a) 401(k) Yes ' iSource 9 needs to be included. Rollover accepted from Plan Type? Yes Yes Yes Yes Yes 457(b) I Yes 408 I Yes ADMINISTRATION Remittance Type'FTP and File Exchange Will EFT be used to fund contributions?IYes Payment Type'EFT 11 Please fill out the Banking Information section in the Internal Use Only section towards the bottom of this form. IFrequency of Payroll for ER contributions'na IIMode!na BANKING INFORMATION 1 Address Indicator' Address Line 11 Address Line 21 Address Line 31 City Routing Number' EFT Type' Eff Date Hight II Bank Namel Prenote Flag' 11 IState' I I Account Number' COMP Definition of Compensation (Section 1.4) NSATION IIZip Codel 11 Account Type' Eff Date Lowl Add Banking Delete Banking Compensation is defined as W2 wages?' Yes I I Does compensation include sick pay, vacation pay or other leave pay?' Yes Comments/Exclusions: CALCULATION LIMITS Age 50 Catch -Up allowed Does Plan Sponsor allow the 457(b) 3-Year catch-up/Yes Plan Rules Display Special Text Rules 13 year catch up is manually tracked ii TRANSFERS INTERNAL TRANSFERS 1 Administrator Control of allocation changes & intra-fund asset transfers:'No ) ) 1 Plan Rules Display Special Text Rules EXTERNAL TRANSFERS Are transfers allowed to approved alternate carriers?] No I1 Alternate carrier employer approval required?1 ) ) ) )II ) Plan Rules Display Special Text Rules )I PLAN TO PLAN TRANSFERS ) ) Can Direct Transfers be made to the Plan from another Eligible Deferred Compensation Plan?I Can Direct Transfers be made from the Plan to another Eligible Deferred Compensation PIan?JY Comments/Special Instructions Select the plan's Alternate Carriers below. To add an additional Alternate Carrier, click "Add Line". Type the name of any "Other" Alternate Carriers below (if applicable). If there is more than one, click "Add Line" for each. Yes Add Line Delete Line Add Line Delete Line WITHDRAWALS/DISTRIBUTIONS AGE AND/OR IN-SERVICE WITHDRAWALS Age and / or In -Service Withdrawals Allowed?JNo it Plan Rules Display Special Text Rules Small Balance In -Service Distributions. Subject to the terms of the Investment Options and if elected in the Adoption Agreement, a Participant may elect to receive an in-service distribution of the Participant's benefit under the Plan if the following requirements are met: (a) Excluding rollover contributions held in a separate account, the total amount of the Participant's benefit under the Plan does not ) exceed $5,000 (or the dollar limit under Section 411(a)(11) of the Code), (b) The Participant has not previously received a distribution under this provision of the Plan, and (c) No amounts have been deferred under the Plan with respect to the Participant during the two (2)-year period ending on the date of the in-service distribution. HARDSHIP/UNFORESEEABLE EMERGENCY WITHDRAWALS Are Hardship Withdrawals allowed?lNo Are Unforeseeable Emergency Withdrawals allowed? (Unforeseeable Emergency Withdrawals are allowed and determination is made by TIAA-CREF DISABILITY WITHDRAWALS Are Disability In-service Withdrawals allowed?' No Plan Rules Display Special Text Rules OTHER DISTRIBUTIONS RULES ER approval required for Purchase Service Credits transfers? Yes Transfers to Purchase Service Credits allowed?' Yes Does the plan restrict transfers of purchasing service credits to receiving alternate carriers/No 457(b) In -Service Withdrawals Allowed?'No II Are Rollover - In Source(s) available anytime?'Yes Does the plan require notifying employees that taking a distribution may put their disability payments at risk?INo Does the plan delay the processing of distributions so that trailing contributions may post?INo Plan Rules Display Special Text Rules LUMP SUM/CASH Lump Sum distributions allowed?IYes I I ER approval required for Lump Sum distributions?'Termination date Transfer Payout Annuity (TPA) to Cash distributions allowed?IN Forced Distributions allowed after termination?IYes Plan Rules Display Special Text Rules 'Normal Retirement Age = the age designated by the Participant shall be no earlier than age 65 or the age at which the Participants havdl RETIREMENT/RECURRING PAYMENT Does the plan allow the following distributions? Lifetime Income?INo In -Service MDO withdrawals?' No Fixed Period (2 - 30 years)?INo IMinimum Distribution Option (MDO)? IWhat is the normal retirement age? Example: 65.001 SPECIAL EXECUTIVE COMPENSATION RULES MORE EXECUTIVE COMPENSATION... 457(f) plan subject to short-term deferral arrangement?IN II Does the plan recognize QDRO provision?' Does the plan require the original employee to be terminated before the Alternate Payee(QDRO recipient) take a distribution?INo Is the alternate payee (QDRO recipients) required to follow the plan's in-service withdrawal provisions?INo Does the plan consider alternate payees (QDRO recipients) terminated for the purpose of distribution processing?IYes Does the plan follow the cash after separation rules for alternate payees (QDRO recipients)?INo Do distributions to alternate payees (QDRO recipients) require plan sponsor approval?INo No Do distributions to alternate payees (QDRO recipients) who are also plan participants require plan sponsor approval?JNo Is a blanket consent form or approval via phone required for all distributions or withdrawals received through QDRO?JNo Is the plan sponsor required to confirm the alternate payee's (QDRO recipient's) vested balance prior to payout?JNo What type of distribution is available to beneficiary?' Number of days a beneficiary has to elect their distribution option:] Are independent contractors eligible to participate/No ) Beneficiary information maintained by:I ER approval required for Single Sum Death Benefit?' ) Do Beneficiary Changes require Employer Approval? Plan Rules Display Special Text Rules Are benefits paid as wages (W2) or pension income (1099R)?' Plan Rules Display Special Text Rules )I ) ) ) ) !Immediate vesting ) ) ) ) SURVIVOR BENEFITS What is the contract ownership / vesting?jVested Plan Rules Display Special Text Rules �I Lump Sum Pay benefits as pension income (1099R) TIAA-CREF II Single Sum Death Benefit distributions allowed?JYes No �I Termination date on file is ER Approval What date did Vesting Service start for this plan?' SPECIAL TOPICS Employer Approval for a Qualified Domestic Relations Order (QDRO) Special Spousal Benefits Rules: N/A Employer Verification and Approval required for QDRO Calculation of Contract Split?IN Default allocation method INVESTMENTS/ALLOCATIONS Age -based allocation ER Approval Required for Allocation changes and Transfers? Individual Web Center transfers allowed?IYes BROKERAGE IIs a Self Directed Brokerage Account to be made availablel No Individual Web Center allocation changes allowed? I Yes Participant Advice to be offered*' Advice & Guidance Yes i Minimum Investment - Initial) 1.00 Minimum Investment - Additional) Maximum SDA Percentage (Please enter 100% as 1.00, 50% as 0.50, etc)11.00 Plan Rules Display Special Text Rules INVESTMENT TIAA Traditional and/or TIAA Real Estate Account and/or CREF Annuities TIAA Stable Value (Annuity) El TIAA Access Annuities ® TIAA-CREF Mutual Funds 1.00 NOTE: This cannot be utilized alongside SRA, GSRA, or RCP Contracts. TIAA-CREF Mutual Funds In Menu Enter the ticker of the fund you want to add. The Fund Name and CUSIP will populate once you exit the Ticker field (by either clicking in another field or pressing the TAB button on your keyboard). To add additional rows for more tickers, click the "Add Fund" button. Ticker ITLRIX ITCTIX ITCNIX ITCWIX ITCYIX ITCRIX ITCIIX ITCOIX ITTFIX ITFTIX ITTRIX ITCIEX Fund Name TIAA-CREF Lifecycle Retirement Income Fund - Instl Class TIAA-CREF Lifecycle 2010 Fund - Institutional Class TIAA-CREF Lifecycle 2015 Fund - Institutional Class TIAA-CREF Lifecycle 2020 Fund - Institutional Class TIAA-CREF Lifecycle 2025 Fund - Institutional Class TIAA-CREF Lifecycle 2030 Fund - Institutional Class TIAA-CREF Lifecycle 2035 Fund - Institutional Class TIAA-CREF Lifecycle 2040 Fund - Institutional Class TIAA-CREF Lifecycle 2045 Fund - Institutional Class TIAA-CREF Lifecycle 2050 Fund - Institutional Class TIAA-CREF Lifecycle 2055 Fund - Institutional Class TIAA-CREF International Equity Index Fund - Instl Class ® Jon -Proprietary Mutual Funds - Pre -approval pricing required Non -Proprietary Funds In Menu CUSIP 886315563 886315662 886315654 886315647 886315639 886315621 886315613 886315597 886315589 886315571 87245M210 87244W516 Enter the ticker of the fund you want to add. The Fund Name and CUSIP will populate once you exit the Ticker field (by either clicking in another field or pressing the TAB button on your keyboard). To add additional rows for more tickers, click the "Add Fund" button. Ticker Fund Name CUSIP IMWTIX I (Metropolitan West Total Return Bond I 11592905509 IBHYIX I IBlackRock High Yield Bond Portfolio Institutional 11091929638 Sort Alphabetically by Ticker Add Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Sort Alphabetically by Ticker Add Fund Delete Fund Delete Fund IRNGEX IDDFIX IGSSIX IRSLEX IHRINX IDEMSX 'DFREX ITGBAX 'American Funds New Economy Fund R4 1643822844 'Invesco Diversified Dividend R5 1001413178 'Goldman Sachs Small Cap Value Fund Institutional Class 138142V209 'American Funds Small -Cap World Fund R4 11831681846 'Harbor International Fund Admin Class 1411511652 IDFA Emerging Markets Small Cap I 1233203611 IDFA Real Estate Securities Portfolio Institutional ' 1233203835 'Templeton Global Bond Fund Advisor Class 11880208400 EI Stable Value Collective Investment Trust Funds El Custom Portfolio ® Other Funds (New Funds On The Platform) - Use this section if the funds you are requesting aren't on this form. Fund Name Wells Fargo Stable Value Vanguard Total Bond Market Ind Vanguard 500 Index Admiral Scout Mid Cap Vanguard Mid Cap Index Adm Vanguard Small Cap Index Adm Default Investment' CUSIP Investment ID Ticker 949907505 921937603 922908710 904199304 922908645 922908686 I I 11 I I 11 I I U4 VW U1 U3 TIAA-CREF Age -Based Lifecycle Fund II WFSC# VBTLX VFIAX UMBMX VIMAX VSMAX Transfer / Distribution default fund for Payroll Advantage Loans'Wells Fargo Stable Value - null - WFSC# Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Delete Fund Add Another Line Delete This Line Delete This Line Delete This Line Delete This Line Delete This Line Delete This Line ADDITIONAL INSTRUCTIONS If necessary, this text box will expand to fit all of your text after your cursor leaves this field. 1. Please add Special Policy Text to In -Service Distributions: Small Balance In -Service Distributions. Subject to the terms of the Investment Options and if elected in the Adoption Agreement, a Participant may elect to receive an in-service distribution of the Participant's benefit under the Plan if the following requirements are met: (a) Excluding rollover contributions held in a separate account, the total amount of the Participant's benefit under the Plan does not exceed $5,000 (or the dollar limit under Section 411(a)(11) of the Code), (b) The Participant has not previously received a distribution under this provision of the Plan, and (c) No amounts have been deferred under the Plan with respect to the Participant during the two (2)-year period ending on the date of the in-service distribution. 2. Please add Special Policy Text to Normal Retirement Age: The age designated by the Participant shall be no earlier than age 65 or the age at which Participants have the right to retire and receive, under the basic defined benefit pension plan of the Employer, immediate retirement benefits without actuarial or similar reduction because of retirement before some later specified age. The Normal Retirement Age also shall not exceed age 70 1/2 PLAN SPONSOR ACKNOWLEDGEMENT By returning the above completed ISDD to TIAA-CREF, the plan sponsor: (1) agrees that it is the plan sponsor's responsibility to confirm that the plan rules described in the ISDD accurately reflect the plan rules included in the plan sponsor's written plan document, and (2) has reviewed the ISDD and authorizes and directs TIAA to administer the plan sponsor's plan using the plan rules described in the ISDD. The undersigned individual also represents that he/she has the authority to sign this authorization and direction on behalf of the plan sponsor. Name of Plan Sponsor:iCity of Fort Worth By:I Name.Susan Alanis ITtle: rfLA D 6 totVel-'0A Ny-e.ex\ 215 \c) Assistant City Manager 46e-7 9-► 3 Co( erran &owl) Doe 3 fag / o IDate Signed 3 :%-$ 1 TIAA-CREF Recordkeeping Services —Plan Sponsor Acknowledgement City of Forth Worth 457 Deferred Compensation Plan The Plan Administrator provides the information set forth in this workbook in order to assist Teachers Insurance and Annuity Association and College Retirement Equities Fund ("TIAA-CREF") in the performance of services that it will be providing pursuant to certain service agreement(s) with the employer. The Plan Administrator also agrees to supply the data points specified on both an initial and ongoing basis. Plan Sponsor Acknowledgement Plan Sponsor confirms that the information provided herein is accurate and complete as of the date below and TIAA-CREF will rely on the information in performance of services. Signature: Name: Susan ATanis Title: Assistant City Manager e cw,„„, Date: R 6-e /Ia o l4 TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. PSA TIAA-CREF Recordkeeping Services —Overview Date: February 27, 2014 Section 1: Client and Plan Information Client Name (80 character limit) Plan Name Plan Type Omni Plan Number City of Fort Worth City of Forth Worth 457 Deferred Compensation Plan 457(b) Public 406425 Section 2: Overview of Services Relationship Type Please indicate who runs the payroll, or say "plan sponsor" if it is in-house. If there is a third party vendor involved, what services is the third party vendor providing? If no third party vendor is involved, leave blank or type "N/A". Is this a Decentralized Administration Client? Are there any participants currently eligible for or investing in the plan that reside outside the U.S.? Section 3: Services Online Enrollment Auto Enroll Auto Save Feedback Sole Recordkeeper Plan Sponsor N/A No No Notes Uses PeopleSoft ._-.._.._.,.„..._.... �.a,,..._. Integrated Enrollment (Sole Record Keeping Only) No No via Feedback File Eligibility Vesting Hardship Monitoring Contributions Management Plan Sponsor Calculated . N/A No Employee/Employer Contributions Calculation True -up Contributions Calculations Compliance Limits Monitoring What is the anticipated blackout period for salary deferral agreement changes? Additional services? Section 4: Populations What employee groups/classes will we manage for you? (benefit group, job class, etc.) For each employee group, has TIAA-CREF been provided with the associated governing documents? No No Yes 2 days prior to the Payroll End Date All List those documents here: Are there any unions included in this service? Provide a high level description of how the benefits differ for the union(s)? Are there any grandfathered groups included in this service? Additional comments regarding populations: Section 5: Controlled Groups Does this entity have a Controlled Group structure? rdA is Communications & Education Yes TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. Plan Document Yes Immediate Eligibility Immediate Vesting - Unforseeable Emergency Only r.....•....�.. ,.,........._ No special concessions to plan 4110111* Overview Shall TIAA-CREF develop materials to help participants understand the online enrollment process? Is additional communication support needed to announce this change? Will there be a tailored financial education plan rolled out in conjunction with this implementation? Yes Yes Yes TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. Overview TIAA-CREF Recordkeeping Services —Sources and Contracts Date: February 27, 2014 Money Sources and Contract Types Indicate which types of contributions are accepted in the plan: Employee Voluntary Contributions Employee Mandatory Contributions Employee After Tax Employer Matching Contributions Employer Contributions Roth City of Forth Worth 457 Deferred Compensation Plan Contributions accepted 'Not included in the plan Not included in the plan Not included in the plan Not included in the plan Contributions accepted Profit Sharing Money Purchase Rollover Cash Balance Account 'Not included in the plan What contracts will be used in the plan for each type of contribution? Not included in the plan Contributions accepted Not included in the plan Retirement Choice TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. Notes Sources and Contracts TIAA-CREF Recordkeeping Services —Plan Sponsor Eligibility Date: February 27, 2014 Section 1: Service Level Selection Eligibility Service Selected Who will calculate service? Section 2: Employee Mailing Preferences Who will provide employee mailings upon meeting the eligibility requirements of the plan? How far in advance should eligibility notices be sent? What interval should a reminder be sent post eligibility? Please specify where enrollment package should be sent: Delivery Method for mailings City of Forth Worth 457 Deferred Compensation Plan Plan Sponsor Calculated �~ Plan Sponsor will provide TIAA-CREF No lead time 60 days post eligibility Employee Email Would you like to include a 'How to Enroll Online' card as part of the notification? This can be included regardless of the delivery method selected above. Yes Notes Please specify special requirements for enrollment package (custom letters, SPD, etc.) ** Note if email was selected and the employee's email address is not on file with TIAA- CREF all mailings will be sent via US Mail. None TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. Notices are sent in 30 day increments. 60 days implies that there will be an initial notification, one at 30 days, and one at 60 days Email 1st / Mail 2nd Elig - Plan Sponsor TIAA-CREF Recordkeeping Services —Compliance Limits Monitoring Date: February 27, 2014 Section 1: Decentralized Administration Limits Section 2: Monitoring Limits TDA Group Calculations Do you perform group calculations today? 15 Year Rule Do you allow your participants to self -certify? Age 50 Catch Up Contributions City of Forth Worth 457 Deferred Compensation Plan No No Does your plan allow catch-up contributions to 403(b) plans in addition to those permitted by 402(g)? 415 Annual Additions Limitation No Would you like TIAA-CREF to validate the 415 as well as the 402(g) limits? 457(b) Limit on Deferrals and Nonelective Contributions Is this a 457(b) plan? is your 457(b) plan public or private? Does your plan include the 3-year catch-up? What is your standard retirement age? No Yes Public Yes Does your plan include the 50-year catch-up? TIAA-CREF will include all employee pre-tax and Roth contributions in this test. Section 3: Definitions Age 50 Catch Up Contributions Employees age 50 and over are eligible to make so-called "catch-up" contributions to 403(b) plans in addition to those permitted by Section 402(g). It doesn't matter whether the employee contributions in prior years were less than the amounts permitted by Section 402(g) in those years. TIAA-CREF will follow the IRS annual limit for these contributions. TIAA-CREF will include all employee contributions and forecasts for the remainder of the year in this test. 457(b) Limit on Deferrals and Nonelective Contributions Employers must Limit the dollar amount of elective deferrals into 457 plans. TIAA-CREF will include all the plans in the Plan Matrix listed as 457(b) plans in this calculation. TIAA-CREF will follow the IRS annual limit for this test. TIAA-CREF will include all employee pre-tax and Roth contributions in this test. Varies by department Yes TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. Notes Will only display when Age 50 or older Limits Monitoring TIAA-CREF Recordkeeping Services —Enrollments Date: February 27, 2014 Section 1: Enrollment Options What types of enrollments will your plan accept? Online Paper Phone Default QDIA: Remittance What types of salary deferrals will your plan accept? Online Paper* Phone City of Forth Worth 457 Deferred Compensation Plan Yes Yes No Yes No No Section 2: Launching the Enrollment Experience From where will participants launch to the TIAA-CREF enrollment site? How will participants be authenticated? What Branding Level will be used? WhatBranding Type will be used? Will Brokerage be offered as an option to participants? Should investment choices be displayed in tiers?. If yes, describe the tier structure. Section3:_Salary Deferrals Should matching funds be displayed on the web? How will participants elect their salary deferral amounts? Percentage Dollar Maximum Yes No Yes Microsite Notes Exception Basis Only Explicit Login Client Co -Branded Yes Yes Tier 1 = Lifecycle Funds Tier 2 = Moderate/Aggressive etc Tier 3 = Employee selects each fund option No No Exception Basis Only - WiII need to work with CSC TIAA Signature Only - two logos Yes Yes What is the Minimum and Maximum dollar amount that can be selected for deferral? $10 minimum; Max - up to IRS limit What is the Minimum and Maximum percentage that can be selected for deferral? N/A Are employees allowed to self -certify Maximum Annual Contribution elections via salary deferral? No Does the 15 Year Rule apply to the plan? No Does your plan allow catch up contributions for participants over 50? Yes If you perform TDA group calculations today, do you want that to display on the salary deferral form? No 4- Do you want to allow employees to enter prior contributions made in current year from previous employer? Employee Pre -Tax If the plan is currently at TIAA-CREF, what source is used? How will the source be named on the Web? .•ce taxation tional sources? Yes Employee Voluntary Contributions Employee Pre -Tax - • • --Tbs$FCREF-Proprietary Investor -Use -Only. Not.For_Use_With_OrDittrihiftionao_TheRublic._ .....••••• • • ••• • .41 - •-• .114.••••1•••••••••• This is related to new hires, within calendar year, who may have made contributions prior to CFW 457b participation Enrollments Roth Contribution How will the source be named on the Web? Source taxation Additional sources? L Loth contributions o0 4eer Tax TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public_ Enrollments TIAA-CREF Recordkeeping Services —Data Needs Date: February 27, 2014 Section 1: Seed File Will a plan sponsor seed file be provided? (This will be used to seed prior salary deferral amounts or to aid in calculating eligibility, vesting or limits monitoring.) What layout will be used for the Seed File? Who will create the seed file? How many seed files will be sent? How much history will be included on the seed file? (Standard is back to the beginning of the year for Limits Monitoring.) On what date does the plan sponsor anticipate the production seed file will be run? (This is usually following the last payroll run before going live on the new services.) On what date does the plan sponsor anticipate the production seed file will be transmitted? Allow enough time to run and validate the file prior to transmission. Additional comments regarding seed file: Section 2: Census Remittance File Will a Census Remittance file be set up as part of this project? What layout will be used for the Census Remittance file? Will all employees be sent on a single Census Remittance file? On what frequency will the CR file be transmitted? Weekly Bi-Weekly Semi -Monthly Monthly City of Forth Worth 457 Deferred Compensation Plan How will the CR file be transmitted? Will adjustments be included? Additional comments regarding CR file: Section 3: Feedback File Yes Standard Seed Layout City of Forth Worth 1 1-Jan-14 Notes ow. ._.....-.. —,.-.._.. --4.444. e.,.,, r..,. . 9-May-14 30-Apr-1 4 Yes Standard SPARK Yes No Yes No No Secure FTP No WiII a Feedback file be set up as part of this project? Will all employees be sent on a single feedback file? On what frequency will the Feedback File be transmitted? Weekly Bi Weekly Semi -Monthly Monthly Yes Yes f How will the Feedback file be transmitted? How many days prior to the payroll run date should the Feedback file be transmitted? Additional comments regarding Feedback File: Section 4: Census File Only Will a Census file only be set up as part of this project? No Yes No No Secure FTP 7 days No - Not necessary Section 5: Adjustment File TIAA-CREF Proprietary an Adjustment file be set up as part of this project? For Institutional Investor Use (®nlyNot necessary Not For Use With Or Distribution To The Public. Data Needs TIAA-CREF Recordkeeping Services —Reporting Date: February 27, 2014 City of Forth Worth 457 Deterred Compensation Plan Administrative Services Available Reporting Contribution Contribution summary Eligibility Salary Negative Contribution Feedback Cash Contribution Disbursement Contrtbutfon Contribution Report by Add and Add and Negative Manual Manual Monitoring Suspended 415 Limit Hardship File Eligibility Contribution Disbursement Disbursement by Investment Discrepancy Rejection Money Change Change Adjustment Adjustment Adjustment Adjustment Contribution Forecast Activity Status File Status File Status Contact Name Email Summary by Employee Provider Report Report Source Report Report Report Report Report Report Report Report Report Nottflations Notifications Nottflattans 1 y-- • •••••••••. _t_ TIAA-CREF Proprietary For Institutional Investor Use Only. Not For Use With Or Distribution To The Public. File Status Notifications Adjustment File Status Nottflcstlons Eligibility! Contribution File Status System Error Notmcations Notillcatlons Reporting TIAA CREF Financial Services Retum this form as a scanned PDF via e-mail to your assigned Client Services Consultant. Questions? Please contact your assigned Relationship Manager or Client Services Consultant 'The T1AA Real Estate Account cannot be used if assets exceed $150,000. TA_IIO F11398 (5/12) REVENUE CREDIT ACCOUNT INVESTMENT OPTION Page 1 of 1 You have been approved for a Revenue Credit Account. Before the Revenue Credit Account can be funded, TIAA-CREF must confirm which investment option you wish to use for the account. Please select a short-term investment option from the plan fund menu and complete the information below.1 Institution Name City of Fort Worth Plan Name City of Fort Worth 457(b) Deferred Compensation Plan Investment Option Name Wells Fargo Stable Value Fund Ticker (For Mutual Funds Only) WFSC# PLAN FIDUCIARY SIGNATURE The Plan Fiduciary must attest to the investment selection above. If you are not a plan fiduciary, please have this form signed by the designated plan fiduciary. Plan Fiduciary Name (please print) Title Susan Alanis Assistant City Manager PI 'duEiary Signatu el Today's Date (mm/dd/yyyy) 03 / � / 0J-- FOR INTERNAL USE ONLY Plan Numbers) 4 0 6 4 25 F11398-0512-01 TIAA CREF Financial Services NOTE: If the person you are authorizing is not a plan fiduciary, he/ she must have this form signed by your designated plan fiduciary. TA JAZ F11397 (5/12) REVENUE CREDIT ACCOUNT AUTHORIZATION USE THIS FORM FOR ACCESS AND MANAGEMENT OF YOUR PLAN'S REVENUE CREDIT ACCOUNT Page 1 of 2 1. INSTITUTION INFORMATION Institution Name City of Fort Worth Street Address 1000 Throckmorton Street City State Zip Code Fort Worth TX 76102 Plan Name City of Fort Worth 457(b) Deferred Compensation Plan 2. CONTACT INFORMATION FOR DESIGNEE I am a plan fiduciary and wish all communications be sent to me p will assume management of disbursements from the accounts). 1 I authorize the designee below to manage the Revenue Credit Account and to receive all communications (provide contact information below). Prefix First Name Margaret Street Address Last Name Wise 1000 Throckmorton Street Middle Initial City State Zip Code Fort Worth TX 76102 Country Province USA Daytime Telephone Number Fax Number 817 — .392 — 8058 Email Address margaretwise@fortworthtexas.gov CONTINUED ON NEXT PAGE F11397-0512-01 TIAA CREF Financial Services Questions? Please contact your assigned Relationship Manager or Client Services Consultant Return this form as a scanned PDF via e-mail to your assigned Client Services Consultant. TA IAZ F11397 (5/12) REVENUE CREDIT ACCOUNT AUTHORIZATION USE THIS FORM FOR ACCESS AND MANAGEMENT OF YOUR PLANS REVENUE CREDIT ACCOUNT Page 2 of 2 3. SIGNATURE Please sign and date below. Authorized Administrator Name (please print) Title Margaret Wise Assistant Director of Human Resourt Authorized Administrator Signature 4. PLAN FIDUCIARY SIGNATURE Plan Fiduciary Name (please print) Susan Alanis Plan Fid iry Signa tre FOR INTERNAL USE ONLY Plan Number(s) 4 0 6 412t5, I1I.1II I -I I -IT] Today's Date (mm/dd/yyyy) / / Title Assistant City Manager Today's Date (mm/dd/yyyy) c�3 / c-8 / ao l 1- F11397-0512-02 TIAA CREF Financial Services NOTE: If the person you are authorizing is not a plan fiduciary, he/ she must have this form signed by your designated plan fiduciary. TA JAZ F11397 (5/12) REVENUE CREDIT ACCOUNT AUTHORIZATION USE THIS FORM FOR ACCESS AND MANAGEMENT OF YOUR PLAN'S REVENUE CREDIT ACCOUNT Page 1 of 2 1. INSTITUTION INFORMATION Institution Name City of Fort Worth Street Address 1000 Throckmorton Street City State Zip Code Fort Worth TX : 76102 Plan Name City of Fort Worth 457(b) Deferred Compensation Plan 2. CONTACT INFORMATION FOR DESIGNEE I am a plan fiduciary and wish all communications be sent to me (1 will assume management of disbursements from the accounts). It I authorize the designee below to manage the Revenue Credit Account and to receive all communications (provide contact information below). Prefix First Name Brian Last Name Dickerson Street Address 1000 Throckmorton Street Middle Initial City State Zip Code Fort Worth TX ' 76102 Country Province USA Daytime Telephone Number Fax Number 817 — 392 — 7793 Email Address brian.dickerson@fortworthtexas.gov CONTINUED ON NEXT PAGE F11397-0512-01 TIAA CREF Financial Services Questions? Please contact your assigned Relationship Manager or Client Services Consultant Retum this form as a scanned PDF via e-mail to your assigned Client Services Consultant. TA_IAZ F11397 (5/12) REVENUE CREDIT ACCOUNT AUTHORIZATION USE THIS FORM FOR ACCESS AND MANAGEMENT OF YOUR PLANS REVENUE CREDIT ACCOUNT 3. SIGNATURE Please sign and date below. Authorized Administrator Name (please print) Title Brian Dickerson Director of Human Resources Authorized Administrator Signature 4. PLAN FIDUCIARY SIGNATURE Plan Fiduciary Name (please print) Susan Alanis Pla iduciary Signature FOR INTERNAL USE ONLY Plan Number(s) 4106 4 2 5 Today's Date (mm/dd/yyyy) / / Title Assistant City Manager Today's Date (mm/dd/yyyy) 0 3 / a8 / 7 Page 2 of 2 F11397-0512-02 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas FORT WORTH COUNCIL ACTION: Approved on 11/19/2013 DATE: 11/19/2013 REFERENCE NO.: C-26571 LOG NAME: 14TIAA-CREF CODE: C TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Agreement with TIAA-CREF to be the Third -Party Administrator for the City of Fort Worth's 457 Deferred Compensation Plan (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize an Agreement with TIAA-CREF to be the third -party administrator for the City of Fort Worth's 457 Deferred Compensation Plan. DISCUSSION: The purpose of this Mayor and Council Communication is to seek authorization to negotiate and enter into an Agreement with TIAA-CREF to be the 457 Deferred Compensation Third -Party Administrator with all associated fees paid by participants in the plan. Background: The City of Fort Worth established a 457 Deferred Compensation Program with ICMA-RC in March 1981. In July 1982, Nationwide Retirement Solutions (formerly PEBSCO) was added as a second provider. These two firms (ICMA-RC and Nationwide) currently provide recordkeeping, investment, and trustee/annuity services to the Plan as well as enrollment, communication, and education services to the Plan participants. As of December 31, 2012, there were 2,736 employees contributing to the Plan: 2,231 with Nationwide (the amount of $134,032,620.00 in plan assets) and 505 with ICMA-RC (the amount of $27,433,660.00 in plan assets). In 2011, the City formed an Oversight Committee for the City's 457 Deferred Compensation Program. The Committee, comprised of 13 plan participants (active and retired), recommended the issuance of a Request for Proposal (RFP) and the consolidation of plan recordkeeping and investment services with a single provider. The Committee was engaged in the development of the RFP with help from an independent consulting firm, The Retirement Store, Inc. A five member Plan Sub -Committee (Sub -Committee) was appointed to evaluate proposal responses with the help of the consultant. On June 13, 2013, the City received 10 responses to the RFP issued on April 17, 2013. The Sub - Committee reviewed all responsive submittals and selected four firms to make presentations, ICMA-RC, Nationwide, Prudential and TIAA-CREF. The Sub -Committee considered the following criteria for selecting the finalists: Proposer's Experience and Financial Stability - 20 points available Participant Services - 25 points available Administration and Regulatory Services - 10 points available Investment Options - 20 points available Fees/Revenue - 25 points available The following is the Sub -Committee assessment of TIAA-CREF: RFP Section Comments Experience and Financially very strong; not -for -profit; huge retirement services http://apps.cfwnet.org/councilpacket/mc review.asp?ID=19254&councildate=11/19/2013 3/28/2014 M&C Review Page 2 of 2 Financial Stability Participant/Plan Sponsor Services Administration and Regulatory Stable Value Investment Option Variable Investment Option Pricing/Revenue Other Considerations organization particularly in education market; large local presence (Lewisville) Committed to 52 days/on-site annually with 2 representatives; investment advice/retirement planning included at no additional charge; no managed account conflicts; Saturday customer service; webinars; state-of-the-art technology including social media Sound recordkeeping system; extensive service commitments at both plan and participant level; good recommendations regarding current life insurance in Plan; robust ad hoc reporting capabilities Proposed better share class of existing Wells Fargo/Galliard option - no disruption to current Nationwide participants Open architecture; average investment cost of proposed fund menu = 49.5 basis points (bps) No on -going loan service fees; lower Self -Directed Brokerage fees; highly competitive pricing at 10 bps Committee felt strongly that Plan participants would benefit from the completely different perspective that TIAA-CREF would provide. Committee was also very impressed with their technology and customer service capabilities. After the completion of vendor presentations, the Sub -Committee unanimously agreed to recommend TIAA- CREF to make a presentation to the full Committee. On September 13, 2013, the full Committee unanimously voted to recommend that TIAA-CREF serve as the sole Plan Administrator for the City's 457 Deferred Compensation Plan. TIAA-CREF will absorb all costs associated with the plan transition including all participant -related notification expenses, any Market Value Added (MVA), Contingent Deferred Sales Change (CDSC), or any other fees that might be assessed to the plan by existing providers upon termination. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations of City funds. All associated fees related to the 457 Deferred Compensation Plan are paid by the participants in the plan. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Harry Anderson (2632) Margaret Wise (8058) http://apps.cfwnet.org/council_packet/me review.asp?ID-19254&couneildate=11/19/2013 3/28/2014