HomeMy WebLinkAboutContract 46388 CITY SEcRErIAM
COWRACT MO-
VT PLUS FUND
INVESTMENT-ONLY ACCOUNT & RECORDKEEPING AGREEMENT
FOR CITY OF FORT WORTH
This agreement ("Agreement") made as of the day of December, 2014, by and between
the City of Fort Worth ("Fort Worth"), International City Management Association
Retirement Corporation ("ICMA-RC") and Teachers Insurance and Annuity Association
of America ("TIAA") (collectively "Parties") governs the investment-only account in the
VT PLUS Fund ("PLUS Fund") established by Fort Worth to facilitate investment of
assets of the Fort Worth 457(b) Deferred Compensation Plan ("Plan") in the PLUS Fund.
RECITALS
WHEREAS, ICMA-RC has acted as recordkeeper for the Plan pursuant to an
administrative services agreement with Fort Worth; and
WHEREAS, Fort Worth provided notice, on November 25, 2013, to ICMA-RC of its
intent to terminate its agreement with ICMA-RC and to engage TIAA as the new
recordkeeper; and
WHEREAS, VantageTrust is a vehicle for the commingled investment of retirement plan
assets held by participating state and local governmental units for their employees, and is
a group trust sponsored and maintained by VantageTrust Company, LLC ("VTC"), a
New Hampshire non-depository trust company and sole trustee of VantageTrust, in
accordance with New Hampshire Revised Statutes Annotated section 391:I and Internal
Revenue Service Revenue Ruling 81-100, 1981-1 C.B. 326, as amended by Revenue
Ruling 2011-1; and
WHEREAS, ICMA-RC acts as investment adviser to VTC, and has designed, and
VantageTrust offers, a series of separate funds for the investment of plan assets (the "VT
Funds" or"Funds"), including the PLUS Fund; and
WHEREAS, Fort Worth wishes to obtain a single investment account in the PLUS Fund
to facilitate the Plan's continued investment of assets in the PLUS Fund; and
WHEREAS, Fort Worth desires and has designated TIAA as administrator to recordkeep
the assets of the Plan invested in the PLUS Fund and to perform recordkeeping services
in furtherance of this Agreement;
NOW, THEREFORE, the Parties hereby agree as follows:
' RECEIVED FEB 43 P.M,
RECEIVED !AN 2 9 pM
Fort Worth directs ICMA-RC to establish an investment account in the PLUS Fund with
respect to assets in the Plan deposited by Fort Worth with TIAA (herein referred to as
"Investment Account"). The Investment Account will be established with the PLUS
Fund on behalf of the Plan and shall comprise assets invested by Plan participants in the
PLUS Fund. The Investment Account shall be recorded in the name of Fort Worth or a
proper designee thereof(such designee, if so authorized, to be deemed included in the
references to Employer herein).
Fort Worth acknowledges and agrees that the Plan has adopted the Declaration of Trust
of VantageTrust Company ("Declaration") and agrees to the commingled investment of
assets in the Investment Account within VantageTrust. Fort Worth agrees that operation
of the Investment Account shall be subject to the Declaration and the terms and
conditions of this Agreement, and that purchases and redemptions of units of the PLUS
Fund shall be in accordance with the PLUS Fund's principal disclosure document,
"Making Sound Investment Decisions: A Retirement Investment Guide" and the
accompanying "VantageTrust Fund Fees and Expenses" document (together, "Investment
Guide").
I. Duties of TIAA
TIAA has been engaged by Fort Worth to perform all recordkeeping and administrative
functions for the Plan, and Fort Worth hereby acknowledges such engagement and
consents to TIAA's performance of such services in connection with Plan assets invested
in the PLUS Fund.
In this regard:
(a) TIAA will establish and maintain on its recordkeeping system accounts for
the Plans sufficient to evidence individual Plan participant balances in the
PLUS Fund on an allocated basis. TIAA will perform all recordkeeping
and reporting functions required to document Plan participant investments
in, and withdrawals from, the PLUS Fund.
(b) TIAA shall act as agent for the PLUS Fund, and shall receive from the
Plan participant account holders for acceptance as of the close of trading
on the New York Stock Exchange (normally 4:00 p.m. ET) ("Close of
Trading") on each Business Day(based upon the account holders' receipt
of instructions from participants prior to the Close of Trading on each such
Business Day): (i)orders for the purchase of shares of the PLUS Fund; (ii)
redemption requests and redemption directions with respect to shares of
the PLUS Fund; and (iii) orders for the exchange of shares from one
portfolio to another portfolio (such purchase orders, redemption requests
and exchange orders are collectively referred to in this Agreement as
"Instructions").
(c) TIAA represents that all orders transmitted to the PLUS Fund for
purchase, redemptions or exchanges through the PLUS Fund shall be
based on Instructions communicated in proper form by Plan participants.
Fort Worth Investment-Only TIAA&(CMA-RC 2
In no event shall Instructions for processing on the First Business Day be
accepted by TIAA later than the Close of Trading on such First Business
Day.
(d) TIAA will compile on a daily basis a net purchase or redemption amount
for the Investment Account in the PLUS Fund representing the daily
aggregate activity of the Plans.
(e) Direct transfers requests from the PLUS Fund to competing funds are
prohibited and will be monitored through TIAA's systems. Examples of
competing funds include, but are not limited to the following types of
investments:
• Cash Funds
• Money Market Mutual Funds
• Certificates of Deposit
• Guaranteed Annuity Contracts
• Self-Directed Brokerage Options
• Any investment that invests 80%or more of its assets in (i) fixed
income securities or funds with a duration of less than three years
(ii) instruments that seek to provide capital preservation such as
stable value funds, bank certificates of deposit or bank accounts,
and cash or cash equivalents.
(f) Transfers to competing funds from the PLUS Fund must first be
transferred to a non-competing fund for a period of at least 90 days.
(g) Upon request, information regarding the other investment alternatives
in the Plan's investment line-up will be provided to enable ICMA-RC
to monitor competing fund options. The information may include, but
may not be limited to, fund name, duration, and whether the fund is
considered competing.
(h) TIAA shall communicate to ICMA-RC (by e-mail, phone, facsimile, or
such other means upon which the parties may mutually agree) a trade
sheet stating the net purchase or redemption amount for the single
Investment Account in the PLUS Fund the day that is based on orders
received by TIAA from account holders or participants by the Close of
Trading on the First Business Day to the Transfer Agent no later than 9:30
a.m. ET on the Second Business Day (prenotification shall not be
required). A trade sheet should be delivered even if the net activity is zero.
(i) On any Business Day when the Federal Reserve Wire Transfer System is
closed, all communication and processing rules will be suspended for the
settlement of trades. Trades will be settled on the next Business Day that
the Federal Reserve Wire Transfer System is open. The original trade date
will apply.
(j) The settlement date for all trades is the Business Day following the trade
date (settlement date=trade date+ 1). TIAA will send one wire for net
Fort Worth Investment-Only TIAA&IChIA-RC 3
purchases by 4:30 p.m. ET on settlement date. Settlements shall be in
U.S. dollars and the PLUS Fund or ICMA-RC will pay redemption
proceeds in whole. Redemptions will not be made in whole or in part by a
distribution of in kind securities.
(k) TIAA shall provide ICMA-RC with the identity of personnel of TIAA
duly authorized to submit instructions for purchases and redemptions with
respect to the Investment Account.
IL Duties of ICMA-RC
(a) ICMA-RC shall furnish TIAA by 7:00 P.M. ET the final net asset value
information as calculated at the close of trading on the New York Stock
Exchange (normally 4:00 p.m. ET)on each business day that the New
York Stock Exchange is open for business ("Business day"):
(i) All pricing information, and other similar notifications, will be
communicated via email, phone, overnight mail, facsimile, or an
electronic medium acceptable to both parties.
(b) ICMA-RC will process on a daily basis the net amount reported on the
trade sheet to the Investment Account in the PLUS Fund.
(i) The settlement date for all trades is the Business Day following the
trade date (settlement date=trade date +1). ICMA-RC will send one
wire for the net redemptions as reported on the trade sheet by 4:30
p.m. ET on settlement date. Settlement shall be in U.S. dollars and the
PLUS Fund or ICMA-RC will pay redemption proceeds in whole.
Redemptions will not be made in whole or in part by a distribution of
in kind securities.
(ii) On any Business Day when the Federal Reserve Wire Transfer System
is closed, wire processing will be suspended. Wire processing will be
submitted on the next Business Day that the Federal Reserve Wire
Transfer System is open.
(c) ICMA-RC shall send (via email, phone, overnight mail, facsimile, or an
electronic medium acceptable to the parties) daily confirmations of the net
purchase or redemption as reported on the daily trade sheet to TIAA.
(d) ICMA-RC will calculate a daily unit value or price for the Investment
Account. The daily price will start at$1.00 and will increase daily based
upon a monthly net crediting rate for the Investment Account. The
monthly net crediting rate for the Investment Account is determined by
using the monthly net crediting rate for the Investment Services Product
share class of the PLUS Fund less fees for ICMA-RC.
Fort Worth Investment-Only TIAA&/CMA-RC 4
III. Duties of Employer
(a) Fort Worth shall furnish to ICMA-RC on a timely basis such information
as is necessary for ICMA-RC to carry out its responsibilities under this
Agreement. Such information shall include informing ICMA-RC in
writing at least 30 days in advance of the effective date of any change in
the fees charged by Fort Worth.
(b) TIAA and ICMA-RC shall be entitled to rely upon the accuracy of any
information that is furnished to either by a responsible official of Fort
Worth or any information relating to an individual participant, alternate
payee or beneficiary that is furnished by such participant, alternate payee
or beneficiary, and shall not be responsible for any error arising from
reliance on such information.
IV. Compensation
ICMA-RC will assess a total fee of 0.36% (36 basis points)of the average daily balance
of Plan assets invested in the PLUS Fund. This fee is inclusive of a 0.0 1%total operating
expense fee.
Fort Worth shall assess administrative and recordkeeping fees totaling 0.03% (3 basis
points) of the average daily balance of Plan assets invested through the PLUS Fund.
ICMA-RC shall collect these administrative and recordkeeping fees on Fort Worth's
behalf and remit such fees to TIAA on Fort Worth's behalf.
V. Term and ]Modification
This agreement shall be in effect from December XX, 2014 until termination by Fort
Worth or ICMA-RC as specified in Section VI "Termination".
VI. Termination
This Agreement may be terminated by Fort Worth or ICMA-RC upon 60 days prior
written notice. Fort Worth acknowledges and agrees that, consistent with the terms
applicable to the PLUS Fund, as outlined in the Investment Guide, ICMA-RC retains full
discretion to release Employer-initiated withdrawals from the PLUS Fund in an orderly
manner over a period of not more than 12 months following notice of termination of this
Agreement.
VII. Limitation of Liability; indemnification
ICMA-RC shall not be responsible for any acts or omissions of any person other than
ICMA-RC with respect to the operation or administration of the Investment Account.
Fort Worth Investment-Only TIAA d ICMA-RC 5
TIAA shall not be responsible for any acts or omissions of any person other than TIAA
with respect to the operation or administration of the Investment Account.
TIAA shall indemnify and hold harmless ICMA-RC from any and all claims, loss,
damage, penalty, liability, cost and expense arising from its performance of, or failure to
perform, any of its duties under this Agreement or any other obligations of TIAA with
respect to the Plan.
Fort Worth shall indemnify and hold harmless ICMA-RC from any and all claims, loss,
damage, penalty, liability, cost and expense arising from ICMA-RC's execution of its
duties under this Agreement in good faith, except in the event of ICMA-RC's breach of
duties under this Agreement resulting from ICMA-RC's own negligence or willful
misconduct.
ICMA-RC shall indemnify and hold harmless Fort Worth and TIAA from any and all
claims, loss, damage, penalty, liability, cost and expense arising from ICMA-RC's
negligence or willful misconduct in performing, or failing to perform, any of its duties
under this Agreement.
VIII. Non-Transferability/Assignability
This Agreement is not transferrable or assignable by any party hereto.
IX. Governing Law
The contract shall be governed by, construed and enforced in accordance with, the laws
of the State of Texas without giving effect to conflicts of law principles thereof which
might refer such interpretations to the laws of different state or jurisdiction.
X. Use of Names
TIAA agrees not to use material relating to the PLUS Fund unless provided by ICMA-RC
or VTC or approved by ICMA-RA or VTC in advance of such use; provided, however,
that TIAA is authorized: (a) to use logos, trade names, trademarks, and service marks of
the PLUS Fund in communications; and (b)to use information obtained from publicly
available databases maintained by reputable sources such as Morningstar, Inc. and
Ibbotson, provided such data is properly attributed to its source by TIAA, as otherwise
may be reasonably necessary for TIAA to perform the Services and its duties and
obligations under this Agreement.
XI. Confidentiality
All information, books, records and data supplied by ICMA-RC or TIAA to the other in
connection with the negotiation or carrying out of this Agreement shall remain the
property of the Party supplying the information, books, records or data and will be kept
confidential by the ICMA-RC or TIAA, as applicable. Without limiting the generality of
Fort Worth Investment-Only TIAA&[CMA-RC 6
the foregoing, ICMA-RC and TIAA each agrees that it will not allow unauthorized
persons access to the other's information, books, records or data, and that they will take
all action reasonably necessary to protect the confidentiality of the other Parties'
information, books, records and data. If ICMA-RC or TIAA engages the services of a
third party to perform any of its obligations under this Agreement, such party shall agree
in writing to maintain the security and confidentiality of any confidential information
shared with them. The Parties agree that courts, regulators and government agencies
shall not be considered unauthorized persons for purposes of this Section.
XII. Anti-Money Laundering
With respect to the prevention of money laundering, TIAA represents and warrants:
(a) TIAA is acting on behalf of its Client(s) in its dealings with ICMA-RC;
(b) TIAA has adopted and implemented policies and procedures which
comply with the orders and directives of the Office of Foreign Assets
Control ("OFAC");
(c) To the extent required by law or regulation, TIAA has identified, and will
continue to identify, the client(s) for whom it acts and the sources of funds
for all client(s) for whom it acts and will retain all documentation, as may
be required, necessary to identify those client(s) and the source of funds;
(d) Plans are not"covered products"as that term is defined in 31 CFR
103.137 of Bank Secrecy Act(as amended by the USA Patriot Act);
(e) TIAA does not believe, and has no reason to believe, that any client(s) for
whom it acts are engaged in money laundering activities or are associated
with any terrorist or other individuals, entities, or organizations sanctioned
by the United States or the jurisdictions in which TIAA does business;
(f) Pursuant to authority granted under Section 314(b) of the USA Patriot Act,
TIAA will notify ICMA-RC in the event it believes, or has reason to
believe, that any of the client(s) for whom it acts hereunder are engaged in
money laundering activities or are associated with any terrorist or other
individuals, entities or organizations sanctioned by the United States or the
jurisdictions in which TIAA does business; and
(g) TIAA will (but only to the extent consistent with applicable law) take all
steps necessary and appropriate to provide ICMA-RC with any requested
information about PLUS Fund accounts in the event that ICMA-RC shall
request such information due to any inquiry or investigation by any law
enforcement, regulatory, or administrative authority.
XIII. Notices
All notices required to be delivered under this Agreement shall be in writing and shall be
delivered, mailed, or faxed to the location of the relevant party set forth below or to such
other address or to the attention of such other persons as such party may hereafter specify
by notice to the other party.
Fort Worth Investment-Only TIAA&ICMA-RC 7
ICMA-RC: Legal Department, ICMA Retirement Corporation, 777
North Capitol Street, N.E., Suite 600, Washington, D.C., 20002-4240
Facsimile; (202) 962-4601
Fort Worth: at the office set forth in the first paragraph hereof, or to any
other address, facsimile number designated by the Employer to receive the
same by written notice similarly given.
TIAA: 8500 Andrew Carnegie Boulevard, Charlotte, North Carolina
28262, Attn.: Director, Third Party Funds Management
With a copy to: Teachers Insurance and Annuity Association of America,
730 Third Avenue, New York, New York 10017, Attn.: General Counsel,
Corp. & Client Services Law
Each such notice, request or other communication shall be effective: (i) if given by
facsimile, when transmitted to the applicable facsimile number and there is appropriate
confirmation of receipt; (ii) if given by mail, upon transmission to the designated address
with no indication that such address is invalid or incorrect; or (iii) if given by any other
means, when actually delivered at the aforesaid address.
Notwithstanding the foregoing, notices regarding the day-to-day operation of the Plan
may be provided by e-mail to an e-mail address provided in writing by facsimile, mail or
delivery, signed by an authorized member of the receiving party.
XIV. Miscellaneous Provisions
(a) Insurance. Each Party will maintain insurance coverage that is reasonable and
customary in light of all its responsibilities hereunder. Such coverage shall insure
for losses resulting from the criminal acts or errors and omissions of the Party's
employees.
(b) Non-Exclusivity. Each party hereto acknowledges and agrees that ICMA-RC and
TIAA may enter into agreements similar to this Agreement with other
organizations to provide or receive similar services.
(c) Governing Law. This Agreement shall be governed by the law of the State of
Texas without regard to its principles regarding conflicts of law.
(d) Non-Waiver. The failure of any Party to strictly enforce any provision of this
Agreement shall not operate as a waiver of such provision or release any Party
from its obligation to perform under this Agreement strictly in accordance with
such provision.
(e) Force Majeure. No Party shall be liable to the another Party for a failure to
comply with the terms hereof where such failure arises out of acts of God, strikes,
Fort Worth Investment-Only TIAA&/CMA-RC 8
lockouts, acts of a public enemy, wars, blockades, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, storms, floods, civil disturbances,
explosions or power failures beyond the control and without the fault or
negligence of such Party, providing such Party promptly gives the other party
written notice of the discovery thereof. The suspension of a Party's obligations
pursuant to this Section shall not relieve such Party from performing any other
obligations not affected by such cause.
(I) Modification, Amendment, Supplement or Waiver. Except as otherwise set forth
in this Agreement, no modification, amendment, supplement to or waiver of this
Agreement or any of its provisions shall be binding upon Fort Worth, TIAA or
ICMA-RC unless made in writing and duly signed by Fort Worth, TIAA and
ICMA-RC.
(g) Severability. In the event any one or more of the provisions of this Agreement
shall for any reason be held to be invalid, illegal or unenforceable, the remaining
provisions of this Agreement shall be unimpaired, the invalid, illegal or
unenforceable provision shall be replaced by a mutually acceptable provision,
which, being valid, legal and enforceable, comes closest to the intention of the
parties underlying the invalid, illegal or unenforceable provisions.
Fort Worth Investment-Only TIAA&/CMA-RC 9
In Witness Whereof,the Parties hereto certify that they have read and understand this
Agreement and have caused this Agreement to be executed by their duly authorized
representatives as of the Inception Date first above written.
City of Fort Worth
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Mary
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Fort Worth Investment-Only TIAA&ICMA-RC 10