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HomeMy WebLinkAboutContract 45466-AD3 (2)CITY SECRETARY CONTRACT NO. AGREEMENT FOR INVESTMENT IN THE WELLS FARGO BANK, N.A. COLLECTIVE INVESTMENT FUNDS FOR RETIREMENT PLANS Plan Name: City of Fort Worth 457 Deferred Compensation Plan Plan Type: 401(k) 457(b) Governmental Plans u Other Defined Contribution Plan Tax ID #: 756000528 Plan ID#: State Domicile: TX Estimated Funding Amount: as of 2/2014 we expect 57,704,334.38 (Effective October 1, 2013, a minimum investment of $5 million is required) Sponsor: City of Fort Worth Address: 1000 Throckmorton Street City, State Zip: Fort Worth, TX 76102 Phone Number: 817-392-7787 Fiduciary: Susan Alanis, Assistant City Manager (Name of entity executing agreement on behalf of the Plan, eg. Plan Sponsor or Trustee) Direct Service Provider (IPA Firm Name): TIAAC RE F Trading Platform: Teachers Insurance and Annuity Assnciifinn This Agreement ("Agreement") is made by and between Wells Fargo Bank, N.A. ("Wells Fargo") as trustee of the collective investment funds ("Investment Funds") established and maintained by Wells Fargo under the Wells Fargo Declaration of Trust Establishing Investment Funds for Employee Benefit Trusts as Amended and Restated ("Declaration of Trust"), and agent under this Agreement, and a named fiduciary executing this Agreement ("Fiduciary") on behalf of the Plan and Sponsor. RECITALS A. Wells Fargo maintains the Investment Funds under the Declaration of Trust as a medium for the collective investment of tax -qualified retirement trusts, certain governmental employee plans, and certain other eligible participants identified in the Declaration of Trust. Version 9.23.2013 SVFC 949907505 RECEIVED APR 14 2014 RECEIVED APR 15 2011 B. Fiduciary has authority to select or designate investment options for the Plan, and desires that one or more Investment Funds maintained under the Declaration of Trust be made available as investment options under the Plan in accordance with this Agreement. C. Wells Fargo desires to accept the Plan as a participating Account as defined below in the Investment Funds, subject to the terms and conditions of this Agreement. AGREEMENT In consideration of the foregoing and the promises set forth below, the parties agree as follows Capitalized teinis not otherwise defined herein have the meanings given them in the Declaration of Trust. 1. Appointment and Acceptance Fiduciary hereby appoints Wells Fargo as directed agent and custodian for the purposes of maintaining an account and holding therein such cash assets as shall be received from the Fiduciary from time to time and all earnings and profits thereon (hereinafter called the 'Account"), for the purpose of investing such amounts in Investment Funds maintained by Wells Fargo listed in Schedule A. Wells Fargo hereby accepts its appointment as agent and custodian and acknov, ledges that it is a fiduciary of the Investment Funds, as the term fiduciary is defined in the Employee Retirement Income Security Act of 1974 as amended ("ERISA"), with respect to such assets. The Fiduciary has designated the Investment Funds listed in Schedule A as investment options under the Plan and Wells Fargo shall have no responsibility or liability for such designation. 2. Acceptance of Plan as Participating Account Wells Fargo hereby accepts the Plan as a participating Account in the Investment Fund(s) under the Declaration of Trust as indicated in Schedule A, which may be amended from time to time by Wells Fargo and the Fiduciary, and the Plan s investment in the Investment Fund(s) shall be subject to the provisions of Schedule A. 3. Terms of the Declaration of Trust (a) Fiduciary acknowledges and understands that the Plan's participation in an Investment Fund will at all times be subject to the Declaration of Trust as amended from time to time. The Declaration of Trust as may be amended from time to time is hereb) incorporated and made a part of the governing Plan documents as if fully set forth therein The combining of money and other assets of the Plan with money and other assets of other qualified plans in an Investment Fund is specifically authorized In the event of any inconsistency between this Agreement and the Declaration of Trust with respect to the Plan's investment in the Investment Fund, the Declaration of Trust shall control Fiduciary acknowledges having received a copy of the Declaration of Trust governing the applicable Investment Funds (b) The assets of the participating Account shall be invested in Investment Funds which are collective investment funds and group trust funds under Rev. Rul. 81-100, as amended and consist exclusively of assets of exempt pension and profit sharing trusts and other qualified and tax exempt accounts under the Internal Revenue Code of 1986, and which are maintained by a bank or trust company supervised by a state or federal agency, notwithstanding that the bank or trust company is Wells Fargo, or is otherwise a party in interest of the Plan including Wells Fargo or an affiliate of Wells Fargo. The assets mn ested in the Investment Funds shall be subject to all the provisions of the instruments establishing such funds as they may be amended from time to time, including, but not limited to the Declaration of Trust. Such instruments of group trusts as they may be amended from time to time are hereby incorporated and made a part of the governing Plan documents as if fully set forth therein The combining of money and other assets of the participating Account with money and other assets of other qualified trusts in such Investment Fund or Funds is specifically authorized. 4. Warranties. Representations. and Covenants of Fiduciary Fiduciary warrants and represents to, and covenants with, Wells Fargo as follows: (a) Fiduciary is a named fiduciary of the Plan, as that term is defined in ERISA, authorized to enter into this Agreement on behalf of the Plan and in that capacity shall be solely responsible for the selection of an Investment Fund as an investment option under the Plan; any person signing this Agreement on Fiduciary's behalf is authorized to do so, and this Agreement will be binding on Fiduciary, the Plan and the Plan participants. (b) The Plan and its accompanying trust are a Qualified Account as defined in the Declaration Trust and are maintained pursuant to a plan or trust instrument which authorizes it to participate in the Investment Fund or in any other common collective, or commingled trust fund and which specifically or in substance and effect adopts the Declaration of Trust as a part of the plan of which such trust is a part. (c) Fiduciary agrees to furnish such other information or assurances as Wells Fargo may request in order to determine the Plan's eligibility to participate in the Investment Fund, and vs i11 notify Wells Fargo immediately in the event the Plan no longer meets the conditions for eligibility or is for any other reason disqualified from continuing to participate m the Investment Fund. 5. Wells Fareo's Retention of Investment Advisers Fiduciar) understands that Wells Fargo is authorized under the Declaration of Trust to retain investment ad\ isers, vs hich may be affiliated with Wells Fargo, to advise Wells Fargo with respect to the investment of the assets of any Investment Fund. 6. Compensation Wells Fargo shall be entitled to reasonable compensation for its services with respect to the Investment Funds, as set forth in Schedule A hereto and/or in the disclosure or other document for each Investment Fund as provided to the Fiduciary. Such compensation and expenses incurred by Wells Fargo in the performance of such services and all other charges and disbursements for each Investment Fund may be charged to each fund An and all taxes including any interest and penalties with respect thereto, which may be levied or assessed under the existing or future laws upon or in respect of the participating Account or income thereof similarly shall be charged to and paid out of the participating Account. In the event that the parties agree that Well Fargo shall provide services hereunder beyond investing cash transferred to the participating Account into one or more Investment Funds, the parties shall agree in writing upon Wells Fargo's compensation for those services and the expenses that may be charged to the participating Account in connection with those services. 7. Directions from Fiduciary; Indemnification Fiduciary will designate individual(s) from time to time to communicate directions, instructions, or other notices required or permitted under this Agreement, including all Exhibits and/or Schedules attached hereto, or the Declaration of Trust to Wells Fargo on its behalf. Wells Fargo shall be protected fully in relying on and proceeding in accordance with any such direction or notice. Sponsor hereby agrees to indemnify Wells Fargo, its affiliates, and their directors, officers, and employees (each, an "indemnified part) "), and hold them harmless from all liabilities, losses claims demands, damages, costs, and expenses, including reasonable attorneys' fees, arising from (i) any act taken or omitted by an indemnified party in good faith in accordance with, or due to the absence of directions of any person authorized to give a direction with respect to the matter, or (ii) any act taken or omitted by a fiduciary other than an indemnified party in breach of the fiduciary's responsibilities under the Plan or otherwise, including, w ithout limitation, an) miscommunication or inaccurate statement by such other fiduciary to Plan participants concerning any aspect of the Investment Fund or the consequences of an investment in any Investment Fund. 8. Miscellaneous (a) This Agreement (i) will terminate upon the complete withdrawal of the Plan from all the Investment Funds, (ii) will be binding upon the successors and assigns of the parties hereto, and (iii) together with the Declaration of Trust, as amended, is the entire agreement between the parties regarding the subject matter of this Agreement. (b) The headings used in this Agreement are for convenience and reference only and shall not be deemed to limit or affect the terms or provisions herein. (c) The interpretation of this Agreement and the rights of the parties hereunder shall be governed b) ERISA and other applicable federal law and, to the extent not preempted by the foregoing, the laws of the State of California, without giving effect to principles of conflict of law. (d) Wells Fargo may resign as directed agent by providing to Fiduciary ninety (90) da) s written notice to Fiduciary. Fiduciary shall provide Wells Fargo ninety (90) da) s notice of its intention to terminate a Plan's investment in an Investment Fund, subject to any other limitations in this Agreement. Upon the effective date of Wells Fargo s resignation or the termination of a Plan's investment in an In\ estment Fund, Wells Fargo shall liquidate the Plan's holding in such Investment Fund in accordance with the terms of the Declaration of Trust. Fiduciary shall provide to Wells Fargo written direction for the disposition of the proceeds of the liquidation of the Plan s holding in an Investment Fund. To help the government fight the, funding of terrorism and money laundering activities, Federal law requires allfinancial institutions to obtain, verifi?, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, and other information that will allow us to identify .you. We may also ask to see your driver's license or other identifying documents. Dated: a9/P-t Fiduciary (Name of entity executing agreement on behalf of the Plan) Signature Print Name - usan Alanis Title Assistant City Manager Wells Fargo Bank, N.A. Signature �� £ti'&) Print Name ?Qf e,s(x.- Title \J (Pr,de4t ifie3--„Lin n i\C)1'eeA Crepe /06/an__ ac-h)-;gt Ookfroci Scow() C szyn:13 OFFICIAL RECORD CITY SECRETARY Ft FORTH, TX SCHEDULE A WELLS FARGO BANK, N.A. COLLECTIVE INVESTMENT FUNDS FOR RETIREMENT PLANS NAME OF INVESTMENT FUND(Sl The Fiduciary selects and designates the Investment Fund(s) identified below as investment options under the Plan: Wells Fargo Stable Value Fund C* * The Wells Fargo Stable Value Fund C is 100% invested in the Wells Fargo Stable Return Fund G. FEES AND EXPENSE DISCLOSURES Wells Fargo Stable Return Fund G Expense Disclosure Wells Fargo may charge third party expenses incurred on behalf of the Wells Fargo Stable Return Fund G (the Fund") including non-affiliated adh isors, benefit responsive contract fees, legal, technology support, and other administrative expenses, excluding costs incurred in establishing and organizing the Fund These embedded fees currently amount to less than 23% (23 basis points) of total assets of the Fund. Wells Fargo Stable Value Fund C Wells Fargo will charge a total, annualized fee for investment management and administrative services equivalent to 030% of assets invested in the Fund. The fee s ill be calculated and accrued daily in the Fund's net asset value and will be paid from the Fund's assets monthly or quarterly as determined by Wells Fargo. ADDITIONAL PROVISIONS AND DISCLOSURES FOR STABLE VALUE/RETURN FUND INVESTORS 1. Wells Fargo reserves the right to require a 12-month notice for withdrawal of assets from the Fund initiated by the Sponsor or Fiduciary. Withdrawals initiated by participants of the Qualified Account will be honored when received unless payments are being delay ed to all Fund unit holders. In such event, Wells Fargo will work with Sponsor or Fiduciary to arrive at a mutually agreeable payout structure. At the discretion of Wells Fargo, the notification periods identified for withdrawals may be waived. 2. If the Qualified Account offers the Fund as an investment option and also offers a "competing fund' option as determined by Wells Fargo, participants in the Qualified Account are required to invest in a "non -competing fund" for at least 90 days before transferring into the "competing fund" option. Examples of "competing fund" options include: a money market fund, a high quality bond fund with a targeted duration of three years or less, a fund that seeks to maintain a stable value per unit, a target -date fund that consists of at least 70% of the funds in competing funds or a self -directed brokerage window. 3. Where an investment manager, who is not Wells Fargo or an affiliate or subsidiary of Wells Fargo, has been appointed by Sponsor or Fiduciary, Sponsor or the Fiduciary is responsible for notifying the investment manager of the restrictions and limitations set forth in the Agreement.