HomeMy WebLinkAboutContract 45466-A2 �,Al��i
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Financial Services
Amendment No. 2 to the
Record Keeping Services Agreement
Between Teachers Insurance and Annuity Association of America (TIAA)
And City of Fort Worth
Dated April 1,2014
Effective as of the dates stated below, or such later date as the parties shall agree by Notice, the Record
Keeping Services Agreement("Agreement"), dated April 1,2014, between Teachers Insurance and
Annuity Association of America ("TIAA") and City of Fort Worth ("City") as Sponsor of the City of
Fort Worth 457 Deferred Compensation Plan (the "Plan(s)"), is hereby amended as follows:
1. Effective as of the date signed by both parties,Article 2 is hereby amended to read as
follows:
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 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).
The power to determine which funding options are made available to Participants under the
Plan(s) (as listed in Schedule B of this Agreement) is reserved to the Employer and fiduciary(ies)
of the Plan(s). The City and fiduciary(ies) of the Plan(s), in their sole discretion, shall select
such funding options from the funding options that TIAA makes available on its recordkeeping
platform. TIAA shall have no responsibility for the selection of funding options under the
Plan(s) and shall not render investment advice to any person in connection with the selection of
such options.
2. Effective as of the date signed by both parties,Section 11.3 is hereby amended to read as
follows:
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. Notwithstanding the foregoing or
any other provision of Section 11, the City(i) agrees that TIAA may include the names of
the City and the Plan(s) in any material or presentation that is specifically prepared and
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used in connection with a process relating to a request for proposal or procurement
solicitation from a non-for-profit or governmental entity("RFP-Related Disclosure"), and
(ii) acknowledges that no prior review or approval is required in connection with such
RFP-Related Disclosure. For the avoidance of doubt, none of a general solicitation,
advertising, or press release shall constitute RFP-Related Disclosure. Upon termination of
this Agreement,TIAA agrees to immediately discontinue use of the City name.
3. Effective as of the date signed by both parties,Item number 3 of Schedule A(List of
Services) is hereby amended to read as follows:
TIAA shall arrange for contributions to and investments in a participant's account to be
allocated to the mutual 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 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. TIAA reserves the right,in its sole discretion,to amend or delete
funding options that are offered on TIAA's recordkeeping platform and made available to plan
sponsors. If such amendment or deletion would affect a funding option set forth in Schedule B
TIAA reserves the right, in its sole discretion,to amend or delete funding options that are
offered on TIAA's recordkeeping platform and made available to plan sponsors which
shall include,if applicable,the addition or deletion of one or more of the TIAA-CREF Lifecycle
or Lifecycle Index Funds.,TIAA shall provide the City Notice of such amendment or deletion at
least ninety(90)days prior to such action or,if there are exigent circumstances beyond the
control of TIAA(including,but not limited to, a change initiated by a fund company), as soon as
administratively practicable following notice to TIAA by the fund company. The City or
fiduciary(ies)of the Plan may, in their sole discretion,select another funding option from TIAA's
recordkeeping platform to replace the deleted or amended funding option. To the extent
permitted by such funding option, amounts in a deleted or amended funding option will be
transferred to a funding option directed by the City or the fiduciary(ies)of the Plan(s)or,at the
election of the City or fiduciary(ies)of the Plan(s),shall remain in the deleted or amended
funding option. TIAA shall work with the City to amend Schedule B of this Agreement and
transition to the new or amended funding option directed by the City or the fiduciary(ies)of the
Plans. In the event that the City or the fiduciary(ies)of the Plan(s)fail to provide TIAA with
instructions,and such City or fiduciary(ies)of the Plan(s)have not selected another funding
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option from TIAA's recordkeeping platform,amounts in a deleted or amended funding option
will be transferred to the Plan's current default fund until TIAA receives such instructions.
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 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. Effective as of November 24,2015, Schedule B is hereby amended to read as follows:
SCHEDULE B
Plan Funding Options
TIAA-CREF Mutual Funds
The annual 12b-1 fee that TIAA shall receive for services rendered for the TIAA-CREF Mutual Funds listed below is 0 basis points.
FUND NAME SHARE CLASS TICKER
TIAA-CREF International Equity Index Fund Institutional Class TCIEX
TIAA-CREF Lifecycle Retirement Income Fund Institutional Class TLRIX
TIAA-CREF Lifecycle Funds':
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 MIX
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
1 The actual Lifecycle Funds currently available as funding options under the Plans are detailed in Schedule B of this Agreement. TIAA
will deem Schedule B to this Agreement to be amended to include a new Lifecycle Fund when a new Lifecycle Fund becomes available
and is subsequently approved by the City to be added as a funding option under the Plans. 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 Plans.
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Non-Proprietary Mutual Funds
American Funds New Economy R4 RNGEX
The annual 12b-I and revenue sharing TIAA shall receive for services rendered is 35 basis points.
American Funds SMALLCAP World R4 RSLEX
The annual 12b-1 and revenue sharing TMA shall receive for services rendered is 35 basis points.
B1ackRock High Yield Bond Instl BHYIX
The annual 12b-I 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 I DFREX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.
Goldman Sachs Small Cap Value Instl GSSIX
The annual 12b-I and revenue sharing TIAA shall receive for services rendered is 10 basis points.
Harbor International Administrative 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 35 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-I and revenue sharing TIAA shall receive for services rendered is 35 basis points.
Templeton Global Bond Adv TGBAX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 25 basis points.
Vanguard Institutional Index I VINIX
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 Adm 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.
Collective Investment Trust
ICMA PLUS Fund R9 ICMB#
The annual l2b-1 and revenue sharing TIAA shall receive for services rendered is 3 basis points.
TIAA-CREF BrokeraLye 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
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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).
Teachers Insuranc and Annuity Association of America
Date:
Print Name:
Title _
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City of Fort Worth
By:
On
/ Date: 1®-'2o°115
Print Name: LgV)0'4X.
Title: ate' 1 "
APPROVED AS TO FORM AND LEGALITY:
err ATTCnN
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I-FIETA IN
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