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HomeMy WebLinkAboutContract 45466-AD2 (2)CITY SECRETARY CONTRACT no. � Iri4l�t, - AI) a Financial Services TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA CUSTODIAL ACCOUNT AGREEMENT FOR A NON -TRUSTEED GOVERNMENTAL 457(b) PLAN WITH A TIAA-CREF BROKERAGE ACCOUNT This Custodial Account Agreement ("Agreement") between JPMorgan Chase Bank, N.A. ("Custodian") and City of Fort Worth ("Employer") as Sponsor of the City of Fort Worth 457 Deferred Compensation Plan ("Plan"), a plan designed to meet the requirements of Section 457(b) of the Internal Revenue Code of 1986, as amended ("Code") as applicable to governmental sponsors (as defined in Code Section 457(g)(1)). WHEREAS, in accordance with Code Section 457(g)(3), the Plan will be funded in part with annuity contracts issued by Teachers Insurance and Annuity Association of America and College Retirement Equities Fund ("TIAA- CREF"); and WHEREAS, in accordance with Code Section 457(g)(3), the Plan will be funded in part with a custodial account designed to meet the requirements of Code sections 401(0(2) and the assets in such custodial account shall be invested in Mutual Fund Shares, as defined in Article II below, in other funds chosen by the Employer as listed in Appendix A and in a participant directed Brokerage Account as described in Section 5.1(b) below; and WHEREAS, the Plan provides that the Plan's participants (and beneficiaries of deceased participants) have the right to direct the Employer as to the investment of amounts credited to their individual accounts under the Plan by selecting from among the Mutual Fund Shares, other funds, and TIAA-CREF Brokerage Account made available to them under the Plan by the Employer; and WHEREAS, the Employer has appointed Teachers Insurance and Annuity Association of America as record keeper for the Plan ("Record Keeper") pursuant to which Record Keeper serves as Employer's agent for purposes of keeping Plan records; and WHEREAS, the Employer has requested that the Custodian provide certain custodial services for the portion of the Plan's assets invested in Mutual Fund Shares, other funds, and TIAA-CREF Brokerage Accounts described in Appendix A of this Agreement, which custodial services are required to satisfy the requirements of Code sections 401(f)(2) and 457(b) and the Custodian has agreed to provide such services as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is hereby agreed as follows: ARTICLE I. EFFECTIVE DATE 1.1 The effective date of this Agreement will be April 1, 2014, or such later date as the Parties shall agree to by Notice. This agreement will remain in effect until terminated pursuant to Article X. PLNSETCA Client ID: 065299 v1.1 Plan(s): 406425 1 CustodiatAgree ent-v 0---- OFFICH L 12NC kiln: RECEIVED APR - y Financial Services ARTICLE I1. DEFINITIONS 2.1 "APPLICABLE LAW" means any statute, whether national, state or local, applicable in the United States or any other country, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity. 2.2 "BENEFICIARY" means the beneficiary(ies) of a deceased participant and an alternate payee of a participant pursuant to a qualified domestic relations order (as defined in section 414(p) of the Code) ("Qualified Domestic Relations Order"). 2.3 "CUSTODIAN" means the Custodian, and its nominees, directors, officers, employees and agents. 2.4 "INSTRUCTIONS" means instructions which: (i) contain all necessary information required by the Custodian to enable the Custodian to carry out the Instructions; (ii) are received by the Custodian in writing or via the Custodian s electronic instruction system, SWIFT, telephone facsimile or such other methods as are for the time being agreed by the Record Keeper and the Custodian; and (iii) the Custodian believes in good faith have been given by the Record Keeper or are transmitted by the Record Keeper with proper testing or authentication pursuant to terms and conditions which the Custodian may specify. 2.5 "MUTUAL FUND" means an open-end investment company registered under the Investment Company Act of 1940, as amended. 2.6 "MUTUAL FUND SHARES" means securities issued by a Mutual Fund. ARTICLE III. SERVICES TO BE PROVIDED BY CUSTODIAN 3.1 The Custodian shall receive such sums of money or Mutual Fund Shares acceptable to the Custodian as shall from time to time be paid or delivered to the Custodian under this Agreement. The Custodian shall hold in Plan participant accounts all such assets, together with all the property purchased therewith and the proceeds thereof and the earnings and income thei eon. The Custodian shall not be responsible for or have any duty to enforce, the collection of any contributions or assets to be paid or transferred to it under the Plan or for verifying whether contributions or transfers to it are permissible under the Plan. The Custodian shall not be responsible for investment choices directed by the Employer or by Plan participants or Beneficiaries under the Plan. 3.2 The Custodian shall disburse Plan loan proceeds, distributions on account of unforeseeable emergency and other distributions as directed by the Record Keeper. The Custodian shall distribute Plan account balances in accordance with any Qualified Domestic Relations Order in accordance with the Instructions of the Record Keeper. No amounts may be paid or made available to any distributee before the time provided in Code section 457(d). The Record Keeper shall be responsible for determining that (a) each distribution satisfies the requirements of the Plan and Applicable Law, including Code section PLNSETCA 2 Custodial Agreement v.20 Client ID: 065299 v1.1 Plan(s): 406425 Financial Services 457(d); (b) the disbursement of loan proceeds has been authorized in accordance with the Plan and Applicable Law; and (c) distributions pursuant to a domestic relations order have been authorized in accordance with the Plan and Applicable Law 3.3 To the extent permitted under Applicable Law, the Custodian shall be the payer (within the meaning of applicable United States Treasuiy Department regulations) of benefits in the custodial account under the Plan held pursuant to this Agreement As payer, it shall perform any required withholding of federal and state income tax from distributions and withdrawals and deposit the same with the appropriate tax authorities as and when directed by the Record Keeper. The Record Keeper shall be responsible for preparing and filing all reports of withheld taxes with the participant or Beneficiary and all applicable federal and state tax authorities. 3.4 The Custodian agrees that all records maintained by it for the Plan shall be open to inspection and audit at reasonable times by agents or representatives of the Employer and that such records will be preserved and maintained in accordance with Applicable Law The Custodian may charge, and the Employer shall agree to pay, the reasonable cost of any services and materials used by the Custodian in supplying assistance in connection with any such inspection. 3.5 The services to be performed by the Custodian under this Agreement may be performed on the Custodian's behalf wholly or in part through subsidiaries or affiliates of the Custodian or through vendors designated by the Custodian. The Custodian will continue to be liable for the performance of its duties hereunder. ARTICLE IV. INSTRUCTIONS 4.1 (a) The Employer authorizes the Custodian to accept and act upon any. Instructions received by the Custodian from the Record Keeper without inquiry The Record Keeper shall receive instructions from participants and Beneficiaries with respect to the investment of their Plan accounts. It shall aggregate such instructions and will provide Instructions to the Custodian to place net purchase and redemption orders with respect to each Mutual Fund investment option selected for the Plan as follows: (b) Except as provided in Appendix A with respect to TIAA-CREF Brokerage Accounts, each participant and Beneficiary shall submit investment directions and changes in investment directions with respect to his or her Plan account to the Record Keeper, which shall aggregate such directions placed each day with respect to the various investment alternatives in accordance with its agreement with the Employer. The Custodian shall invest the assets of the Plan accounts only when, if and in the manner directed by the Record Keeper and shall not be under any obligation to invest or otherwise manage any of such assets. It shall be the duty of the Custodian to act strictly in accordance with the Record Keeper's directions. In the event that the Custodian fails to receive a proper Instruction, the assets shall be invested in a money market Mutual Fund or in such other Mutual Fund investment option selected by the Employer or left uninvested in any case as selected by the Employer, until the Custodian receives a proper Instruction from the Record Keeper. The PLNSETCA 3 Custodial Agreement v 20 Client ID: 065299 —v1.1 Plan(s): 406425 Financial Services Custodian shall, as directed by the Record Keeper, liquidate investments when necessary to: (i) comply with participants' and Beneficiaries' instructions or to change investments; (ii) make plan benefit payment distributions; (iii) disburse loan proceeds; (iv) make distributions on account of unforeseeable emergencies; (v) reallocate forfeitures under the Plan; or (vi) pay expenses, fees, or taxes. The Record Keeper shall be responsible for determining that such liquidation is permitted under the prospectuses or other disclosure documents for funds in the participant's or Beneficiary's Plan account. (c) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded. (d) The Custodian may (in its sole discretion and without affecting any part of this Section 4.1) seek clarification or confirmation of an Instruction from the Record Keeper and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. The Record Keeper may (in its sole discretion and without affecting any part of this Section 4.1) seek clarification of confirmation of an Instruction from the Employer and may decline to act on an Instruction if it does not receive clarification or confirmation satisfactory to it. The Custodian will not be liable for any loss arising from any delay while either it or the Record Keeper seeks such clarification or confirmation. (e) In executing or paying a payment order the Custodian may rely upon the identifying number (e.g., Fedwire routing number or account) of any party as instructed in the payment order The Record Keeper assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to the Custodian in Employer's name. 4 2 Any Instructions delivered to the Custodian by telephone will promptly thereafter be confirmed in writing by the Record Keeper Each confirmation is to be clearly marked "Confirmation' . The Custodian will not be liable for having followed such Instructions notwithstanding the failure of the Record Keeper to send such confirmation in writing or the failure of such confirmation to conform to the telephone Instructions received. Either party may record any of their telephonic communications. The Record Keeper will comply with any security procedures reasonably required by the Custodian from time to time with respect to verification of Instructions. The Record Keeper will be responsible for safeguarding any test keys, identification codes or other security devices that the Custodian will make available to the Record Keeper 4.3 The Custodian need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice and the Custodian will be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. 4.4 The Custodian has established cut-off times for receipt of Instructions, which will be made available to the Employer and the Record Keeper If the Custodian receives an Instruction after its established cut- off time the Custodian will attempt to act upon the Instruction on the day requested if the Custodian deems it practicable to do so or otherwise as soon as practicable on the next business day. PLNSETCA 4 Custodial Agreement v 20 Client ID: 065299 —v1.1 Plan(s): 406425 Financial Services ARTICLE V DUTIES OF THE EMPLOYER 5.1 The Employer shall be solely responsible for the following: (a) The tax and legal aspects of the Plan. (b) To select and monitor the funding options for the Plan, it being understood that the Custodian has no authority or responsibility for choosing such funding options. The funding options shall consist of Mutual Funds other funds, and a TIAA-CREF Brokerage Account as described in Appendix A The funding options chosen for the Plan are set forth in Appendix A to this Agreement. Such funding options may be changed from time to time by the parties attaching a new Appendix A hereto. (c) To evaluate the suitability of the Plan documents and maintain the Plan s conformance with applicable provisions of the Code and the regulations thereunder, including, if applicable, any filings required under Applicable Law. (d) To represent and defend the Plan in an Internal Revenue Service audit or examination and any appeals or litigation relating thereto and any other examinations, audits or legal proceedings relating to the Plan. (e) To provide the Custodian, in a timely manner, accurate data, as requested and in the form requested by Custodian, in order to establish and maintain the records necessary for the fulfillment of the Custodian's duties hereunder. The Custodian shall not be responsible in the event that such information is inaccurate. If the Custodian is required to repeat or reprocess any task as a result of incomplete or inaccurate information provided by the Employer, the Custodian may charge the Employei a reasonable reprocessing fee In addition, if amounts are sent to the Custodian with incorrect Instructions or in amounts that do not reconcile with the Instructions given, the Custodian may (1) apply the amounts for which accurate Instructions are given and refund any excess amounts to the Employer; or (2) if amounts are less than the Instructions call for, refund the entire amount to the Employer. 5.2 The Employer shall review all reports and shall immediately notify the Record Keeper in writing of any claimed error with respect to any data or report. The Custodian assumes no responsibility for verification and any report not challenged in writing to the Record Keeper within sixty (60) days of receipt thereof shall be conclusively presumed accurate and complete. The Record Keeper shall promptly notify the Custodian of any claimed error by the Employer. ARTICLE VI. THE POWERS OF CUSTODIAN AS CUSTODIAN 6.1 The Custodian, in its capacity as custodian, shall have the following powers, which shall not apply to assets held in any TIAA-CREF Brokerage Account: PLNSETCA 5 Custodial Agreement v.20 Client ID: 065299 v1.1 Plan(s): 406425 Financial Services (a) To vote in person, or in proxy, or to refrain from voting in respect to any Mutual Fund shares held in a participant's or Beneficiary's Plan account, in accordance with Section 11.2 of this Agreement, and to enter into any voting trust or similar agreement in respect thereto; (b) To exercise conversion and subscription rights pertaining to any property held in a Plan account; (c) With respect to any investment, to consent or object to any action or non -action of any corporation, or of the directors officers or stockholders of any corporation; (d) To register securities in its name or in the name of any nominee with or without indication of the capacity in which the securities shall be held, or to hold securities in bearer form and to deposit any securities or other property in a depository or clearing corporation; (e) To employ as many agents and counsel as are reasonably necessary for the purpose of properly performing its duties under this Agreement, and, as part of its expenses under this Agreement, to pay their reasonable expenses and compensation; and (f) To make, execute and deliver, as custodian, any and all conveyances, waivers, releases or other instruments in writing necessary or desirable for the accomplishment of any of the powers listed in this Agreement. 6.2 The Custodian shall have no duties or responsibilities as custodian other than those specified in this Agreement or under Applicable Law and no implied covenant or obligation shall be read into this Agreement against the Custodian. Notwithstanding any reference herein to the Plan, or to the provisions thereof it is expressly agreed that the Custodian is not a party to the Plan and shall have no responsibility to apply or administer the terms of the Plan. 6.3 The Custodian shall have no duty to advise any person of the investment, tax or other consequences resulting from that person's actions or inactions or of its own actions in following the directions of such person, or its failing to act in the absence of such directions ARTICLE VII. STANDARD OF CARE; PROTECTION OF CUSTODIAN 7.1 The Custodian shall use due care in providing the services hereunder. Responsibility for due care is limited solely to correcting processing errors resulting from malfunction of the Custodian's equipment, error by its staff, or err or by its programs. The Custodian shall make a good faith effort to correct any error caused by its performance subject to the limitations herein set forth; pi ovided that the Employer notifies the Record Keeper in writing of such error and furnishes all data necessary to make such correction within sixty (60) days following the date in which the Employer is furnished with a report in which the claimed error is contained. The Record Keeper shall promptly notify the Custodian of such claimed error. The Custodian shall in no event be liable, regardless of the form of the action, for loss of profit, goodwill, or other special or consequential damages suffered by the Employer, Plan representatives the Record Keeper or Plan participants or Beneficiaries as a result of the services PLNSETCA 6 Custodial Agreement v 20 Client ID: 065299 —v1.1 Plan(s): 406425 Financial Services provided under this Agreement. The Custodian shall not be liable for any error or omission resulting, directly or indirectly, from failure of the Employer, or its agents, including, but not limited to, the Record Keeper (other than the Custodian and/or its affiliates or hired vendors), to properly perform any of its responsibilities under this Agreement or the Plan. The Custodian shall have no liability for any loss, claim or expense (including reasonable attorneys' fees) that may be imposed on, incurred by or asserted against the Custodian in connection with or arising out of the Custodian's performance under this Agreement, provided the Custodian has not acted with negligence or engaged in fraud or willful misconduct in connection with the liabilities in question Additionally, the Custodian shall have no liability for any loss, claim or expense (including reasonable attorneys' fees) arising by reason of any breach of any statutory or other duty owed to the Plan by the Employer or the Record Keeper, whether or not the Custodian may also be considered liable for the Employer's or Record Keeper's breach under the provision of Applicable Law. 7.2 The Custodian will maintain and update from time to time business continuation and disaster recovery procedures with respect to its custody business that it determines from time to time meet reasonable commercial standards. The Custodian will have no liability, however, for any damage, loss, expense or liability of any nature that the Employer, Recoid Keeper participants or Beneficiaries may suffer or incur, caused by an act of God fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery, malfunction of equipment or software (except where such malfunction is atti ibutable to the Custodian's negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system inability to obtain or interruption of external communications facilities or any cause beyond the reasonable control of the Custodian (including without limitation, the non -availability of appropriate foreign exchange). ARTICLE VIII. RESIGNATION AND REMOVAL OF CUSTODIAN 8.1 The Custodian may resign as custodian at any time upon sixty (60) days prior written notice to the Employer. 8 2 The Custodian may be removed as custodian at any time upon sixty (60) days prior written notice from the Employer. 8.3 Upon the resignation or removal of the Custodian, the Employer shall promptly appoint a successor, provided that in the event of resignation of the Custodian, the Custodian may appoint a successor in its notice of resignation. Any successor custodian appointed herein shall be a bank or other person eligible to serve as a custodian in accordance with Code Section 401(f)(2). Upon receipt by the Custodian of a written acceptance of such appointment by the successor, the Custodian shall promptly transfer and pay over to such successor the assets of the custodial account. The Custodian is authorized, however, to reserve from the assets to be transferred such sum of money or other property, as it may deem advisable, for the payment of all of its fees, compensation, costs and expenses under this Agreement as Custodian. The Custodian shall not be liable for the acts or omissions of the successor whether or not it appoints the successor. PLNSETCA 7 Custodial Agreement v.20 Client ID: 065299 —v1.1 Plan(s): 406425 Financial Services ARTICLE IX. FEES 9.1 The Employer understands and agrees that the Custodian may be compensated for its services under this Agreement by payments made by providers of Mutual Funds, or their affiliates, used under the Plan. This shall include sharing, on a periodic basis in the revenue derived by such Mutual Fund providers. The Employer acknowledges that the Record Keeper has provided information relating to such fees and may obtain further information upon request by the Employer to the Record Keeper. 9.2 The Employer directs the Custodian, on instructions from and on behalf of the Record Keeper, to collect the administrative fees set forth in the Record Keeping Agreement between the Record Keeper and Employer, as sponsor of the Plan as such agreement may be amended from time to time. Such fees shall be paid from Plan assets and are subject to change upon advance written notice from the Record Keeper to the Employer as set forth in the Record Keeping Agreement. ARTICLE X. AMENDMENT AND TERMINATION 10.1 The parties shall have the right at any time to amend or terminate this Agreement by an instrument in writing and no change in the scope of the services hereunder shall be permitted or undertaken unless agreed to by the parties in such a written amendment. 10.2 No amendment shall authorize any part of a Plan participant or Beneficiary's account to be used for, or diverted to, purposes other than for the exclusive benefit of the participant or his or her beneficiaries except to the extent such amendment is permitted under the Code. 10.3 Termination of a participant's Plan account shall be effected by a distribution of all assets in the account as directed by the Record Keeper. 10.4 The Custodian's rights, protections, and remedies under this Agreement shall survive the termination of this Agreement. ARTICLE XI. MISCELLANEOUS PROVISIONS 11.1 (a) The Employer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to use the Custodian as its custodian in accordance with the terms of this Agreement; (ii) assuming execution and delivery of this Agreement by the Custodian, this Agreement is the Employer's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by the Custodian or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of the Custodian; and (iv) it is a resident of the United States and shall notify the Custodian of any changes in residency. PLNSETCA 8 Custodial Agreement v.20 Client ID: 065299 v1.1 Plan(s): 406425 Financial Services (b) The Custodian represents and warrants that (i) assuming execution and delivery of this Agreement by the Employer, this Agreement is the Custodian's legal valid and binding obligation, enforceable in accordance with its terms; (ii) Custodian is a bank eligible to serve as custodian in accordance with Code section 401(0(2); and (iii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. The Custodian and Employer may rely upon the representations made in this Section 11.1. The Recordkeeper shall indemnify the Custodian and the Custodian shall indemnify the Employer, against all losses, liability claims, or demands arising directly or indirectly from any such representations. 11.2 At the time of mailmg of notice of each annual or special stockholders' meeting of any Mutual Fund, the Record Keeper shall send a copy of the notice and all proxy solicitation materials to each participant or Beneficiary who has shares of such Mutual Funds credited to his or her individual account excluding Mutual Funds held in any TIAA-CREF Brokerage Account together with a voting direction form for return to the Custodian or its designee. These materials shall clearly explain to the participants and Beneficiaries that the Custodian will not vote shares for which it receives no voting directions Each participant and Beneficiary shall have the right to send instructions to the Record Keeper directing the Custodian as to the manner in which the Custodian is to vote the shares credited to his or her accounts (both vested and unvested) excluding Mutual Funds held in any TIAA-CREF Brokerage Account The Custodian shall vote the shares as directed by the Record Keeper. The Custodian shall not vote shares for which it has received no directions. With respect to all rights other than the right to vote, the Custodian shall follow the directions of the Record Keeper. The Custodian shall have no duty to solicit direction from participants and Beneficiaries. 11.3 The Plan accounts shall be held for the exclusive benefit of all persons who shall be entitled to receive payments under the Plan. It shall be prohibited at any time for any part of the accounts (other than such amounts as are required or permitted to be used to pay Plan expenses) to be used for, or diverted to, purposes other than the exclusive benefit of Plan participants and their beneficiaries except as otherwise permitted under the Code. 11.4 The participant's or Beneficiary's benefits under the Plan held pursuant to this Custodial Agreement shall be provided solely from his or her Plan account and neither the Employer nor the Custodian shall have any other liability therefore. 11.5 No right or interest of a Plan participant or Beneficiary in a Plan account under this Agreement shall be (a) assignable or transferable in any manner, (b) subject to any lien, or (c) liable for, or subject to any obligation or liability of any person except as otherwise permitted under the Code. The preceding sentence shall not apply to an assignment, transfer, or attachment pursuant to a Qualified Domestic Relations Order or to a lien or levy on behalf of the Internal Revenue Service or as otherwise permitted with respect to garnishment orders issued pursuant to the Federal Debt Collection Procedures Act of 1990. 11.6 Notices required to be given by the parties hereunder shall be sufficiently given if made in writing to such address as each party shall from time to time specify in writing to the other party Such notices shall be effective when received. PLNSETCA 9 Custodial Agreement v.20 Client ID: 065299 —v1.1 Plan(s): 406425 Financial Services 11.7 This Agreement is intended to comply with Section 457(b) of the Code and its terms shall be interpreted accordingly. Otherwise, the laws of the State of Texas shall control the interpretation and performance of the terms of this Agreement. However, neither the Custodian any of its subsidiaries or affiliates nor any mutual fund provider assumes any responsibility as to the efficacy or legal sufficiency of this Agreement under federal, state or local law. The United States District Court for the Northern District of Texas will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. To the extent that in any jurisdiction the Employer may now or hereafter be entitled to claim for itself or its assets immunity from suit, execution, attachment (before or after judgment) or other legal process, the Employer shall not claim, and it hereby irrevocably waives, such immunity 11.8 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. 11.9 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. PLNSETCA 10 Custodial Agreement v.20 Client ID: 065299 —v1.1 Plan(s): 406425 TIAA CREF Financial Services IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date specified in Article I. CITY OF FORT WORTH By: Title: Y1',Sk. 04i VIARA,4)c JPM I ° AN CH5 E BAN Title: an B 1 Print Name: Date: c1/41 S0. v� 4 14 1 2•0 4 Print Name: bi6acti-t- Date: Mil tiL-712015‘ teti,o`c, The undersigned shall be bound by the terms of the foregoing Agreement with respect to the duties of the Record Keeper. The undersigned shall notify the Custodian of any material change in its duties as Record. Keeper under its agreement with the Employer. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: hi:17 Title: Mil a 91044440 Ct &rvt itornient Tettper Aiacteecit3tas.A- cop, PLNSETCA Client ID 065299 —v1.1 Plan(s): 406425 Print Name:Sir r . _ Date: 11 Nit hOtte&V° �f Aige&eir c'sfr +i z art wry ontract Authorization 11 soldwaimm Date Custodial Agreement v.20 � OFFICIAL RECORD 1 CITY SECRETARY FT. WORTH, TX Financial Services APPENDIX A Plan Funding Options TIAA-CREF Mutual Funds FUND NAME TIAA-CREF Money Market Fund TIAA-CREF International Equity Index Fund TIAA-CREF Lifecycle Retirement Income Fund TIAA-CREF Lifecycle Funds 2 TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle TIAA-CREF Lifecycle 2010 Fund 2015 Fund 2020 Fund 2025 Fund 2030 Fund 2035 Fund 2040 Fund 2045 Fund 2050 Fund 2055 Fund SHARE CLASS Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class Institutional Class TICKER TCIXXI TCIEX TLRIX TCTIX TCNIX TCWIX TCYIX TCRIX TCIIX TCOIX TTFIX TFTIX TTRIX I The TIAA-CREF Money Market Mutual Fund, Institutional Class (TCIXX) will be temporarily added to the P lan(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. 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 Appendix A of this Agreement. TIAA will send the Employer an updated Appendix A that can be attached to this Agreement when a new Lifecycle Fund becomes available and is subsequently approved by the Employer 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 P lan. PLNSETCA 12 Custodial Agreement v.20 Client ID: 065299 —v1.1 P lan(s): 406425 Financial Services Non -Proprietary Mutual Funds American Funds New Economy Fund R4 American Funds Small -Cap World Fund R4 BlackRock High Yield Bond Portfolio Institutional DFA Emerging Markets Small Cap I DFA Real Estate Securities Portfolio Institutional Goldman Sachs Small Cap Value Fund Institutional Class Harbor International Fund Admin Class \ Invesco Diversified Dividend R5 Metropolitan West Total Return Bond I Scout Mid Cap Vanguard 500 Index Admiral Vanguard Mid Cap Index Adm Vanguard Small -Cap Index Fund Admiral Vanguard Total Bond Market Index Adm Templeton Global Bond Fund Advisor Class Stable Value Fund Wells Fargo Stable Return Class C (0.30%) TIAA-CREF Brokerage Account RNGEX RSLEX BHYIX DEMSX DFREX GSSIX HRINX DDFIX MWTIX UMBMX VFIAX VIMAX VSMAX VBTLX TGBAX Notwithstanding any other provision of the Agreement to which this Appendix is attached to the contrary, the following provisions shall apply to the TIAA-CREF Brokerage Account. If so directed by the Employer and subject to the Record Keeper's acceptance of a properly executed TIAA-CREF Retirement Plan Self -Directed Brokerage Application of a Plan participant or Beneficiary, the Custodian shall segregate all or a portion of the assets of the Plan accounts into individual TIAA-CREF Brokerage Accounts established for the benefit of Plan participants and Beneficiaries. 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 the Record Keeper and the Custodian may establish. 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. That broker shall hold custody of property held in the TIAA- CREF Brokerage Account and the Custodian shall have no responsibility for the TIAA-CREF Brokerage Account whatsoever, including, but not limited to, the acts or omissions of any such broker or the broker's failure to follow any other investment restrictions imposed by the Employer under the terms of the Plan. PLNSETCA 13 Custodial Agreement v.20 Client ID: 065299 —v1.1 Plan(s): 406425 M&C Review Page 1 of 2 IL COUNCIL ACTION: Approved on 11/19/2013 •1 FORTWW'ORTII DATE: 11/19/2013 REFERENCE NO.: C-26571 LOG NAME: 14TIAA-CREF CODE: C TYPE NON -CONSENT PUBLIC HEARING: NO S UBJECT: 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 P lan 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. O n 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, N ationwide, 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/council packet/mc_review.asp?ID=19254&councildate=11/19/2013 4/9/2014 M&C Review Page 2 of 2 Financial Stability Participant/Plan S ponsor Services Administration and Regulatory S table Value Investment Option Variable Investment Option P ricing/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 S ound recordkeeping system; extensive service commitments at both plan and participant level; good recommendations regarding current life insurance in Plan; robust ad hoc reporting capabilities P roposed 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) N o 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 City 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/mc_review.asp?ID=19254&councildate=l 1 /19/2013 4/9/2014