HomeMy WebLinkAboutResolution - 2021-R0313 - 457(b) Deferred Compensation - Contract 15890 with AIG 8.24.21Resolution No. 2021-R0313
Item No. 7.26
August 24, 2021
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor, or his designee, of the City of Lubbock is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, an Administrative Services
Agreement to provide administrative recordkeeping, education, communications, and
investment -related services in connection with the City of Lubbock's 457 Deferred
Compensation Plan by and between the City of Lubbock and VALIC Retirement Services
Company and AIG Federal Savings Bank, and all related documents including but not limited
to addenda in connection with investment fund option modifications and substitutions. Said
Agreement is attached hereto and in incorporated in this resolution as if fully set forth herein
and shall be included in the minutes of the City Council.
Passed by the City Council on
August 24, 2021
DANIEL M. POPE, MAYOR
A ST:
U f �9,/
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
C i on Beck, Human Resources Director
City Attorney
ccdocs/RES.Agrmt-VALIC-AIG
August 12, 2021
Resolution No. 2021-R0313
SERVICE PROVIDER AGREEMENT
This is an agreement ("Agreement") between VALIC Retirement Services Company ("Service
Provider") and City of Lubbock, Texas ("Employer") for plan administrative services, effective
November 1, 2021, for a period of 5 (five) years from such date ("Initial Term") and renewing for
successive 2 (two) year periods thereafter ("Renewal Terms") unless and until terminated according
to the terms of this Agreement.
This Agreement includes Appendix A, Appendix B and Appendix C. If Appendix A includes as an
investment option a Personal Choice Retirement AccountTm ("PCRA") established with Charles
Schwab & Company, Inc. ("Schwab"), a California corporation, then this Agreement includes
Appendices D and E, and Employer accepts and acknowledges on behalf of the Plan and
participants the terms and conditions of the agreement entered into between Custodian for
Employer's Plan and Schwab attached hereto as Appendix E.
WHEREAS, Employer wishes to obtain non -discretionary plan administrative services with respect
to a retirement plan established for the benefit of employees of the Employer;
WHEREAS, Service Provider is offering to provide such non -discretionary plan administrative
services; and,
WHEREAS, Employer acknowledges and agrees that Employer or a third party designated as Plan
Administrator shall be responsible for all discretionary decisions with respect to such plan;
THEREFORE, in consideration of the mutual promises herein contained, Employer and Service
Provider agree as follows:
I. Plan. Employer designates Service Provider as one of three plan administrative service
providers, to provide plan administrative services described in this Agreement for the plan
described below:
City of Lubbock Employees Deferred Compensation Plan, an eligible deferred compensation plan
established pursuant to Section 457 of the Internal Revenue Code of 1986, as amended ("Code"),
consisting of deferred compensation contributions.
This plan shall be referred to as the "Plan."
The provisions of this Agreement shall be subject to the terms of the Plan, any related custodial
agreement ("Custodial Agreement") entered into with AIG Federal Savings Bank ("Custodian"),
and any annuity contract entered into with The Variable Annuity Life Insurance Company, except
that the terms of such Plan, custodial agreement, or annuity contract shall not adversely affect the
rights or duties of Service Provider under this Agreement without Service Provider's prior written
consent. Service Provider shall be permitted to review the terms of the Plan, and any current or
future amendments thereto. Service Provider shall not be responsible for determining whether the
plan document or any amendment thereof satisfies the qualification requirements of the Code.
72677_001__NS__Service Provider Agreement
Employer shall retain sole responsibility for taking all necessary steps to ensure that administrative
services provided for under this Agreement are consistent with the terms of the Plan.
II. Plan Investment Options. The Plan investment options available under the Plan ("Plan
Investment Options") shall be those listed in Appendix A. Such Plan Investment Options may be
limited where required under the Plan or the Code. Appendix A, which may also describe
requirements or limitations applicable to one or more of the listed investments, may be revised
annually following any anniversary of this Agreement by the Employer, subject to prior written
consent from the Service Provider upon not less than sixty (60) days' prior written notice from
Employer. A change to Appendix A, including but not limited to a change in the reimbursements
from the fund families listed on Appendix A, may result in an adjustment by Service Provider to the
Administrative Service Fee described in Section XI. Where any Plan Investment Option contains
restrictions on amounts that may be transferred out of or into such Plan Investment Option, Service
Provider is hereby directed to enforce such restrictions in its performance of administrative services
for the Plan. In the event that Service Provider cannot confirm that such restrictions will be
complied with under a transferee investment option, Service Provider is hereby directed to deny the
transfer request on behalf of the Employer. In the event of frequent trading in a Participant
Account, Service Provider and/or the investment managers of the underlying fund options may
impose reasonable timing restrictions on the frequency of transfers between Plan Investment
Options. To avoid market timing and frequent trading or other disruptive trading activities, Service
Provider may impose limitations on the number, frequency or dollar amount of transfers a
participant can make. Service Provider may restrict the method and manner of providing or
communicating transfers or reallocation instructions if it is determined that a participant's trading
activity is potentially harmful to other investors.
Employer has appointed Mesirow Financial Investment Management, Inc. ("MFIM") as an
investment fiduciary as defined in Section 3(21)(A)(ii) of ERISA for the Plan, pursuant to a
separate Advisory Services Agreement ("ASA") between Employer and MFIM attached hereto as
Appendix B to provide investment advisory services to assist Employer in selecting investment
options in accordance with the terms and conditions of the ASA. Employer hereby directs Service
Provider to provide all data requested by MFIM for such advisory services.
III. Maintenance of Plan Records. Service Provider shall maintain participant -level and
aggregate Plan records as follows:
A. A separate account shall be established for each participant ("Participant Account") in
which Participant Account shall be recorded pertinent participant information, including, but
not limited to, the participant's name, Social Security number, address, date of birth,
beneficiary(ies), and selection of Plan Investment Options. Separate records may be
maintained under the Plan for the same participant, where appropriate for the recording of
separate contribution types.
A Participant Account shall reflect contributions, distributions, allocated forfeitures (if any),
gains, losses, and other debits or credits attributable to the investments within the Participant
Account, and shall reflect reductions for any forfeitures upon separation from service prior
72677_001 NS_ Service Provider Agreement
to full vesting and/or administrative service fees described in Section XI of this Agreement
that are not paid directly by the Employer.
B. Contributions and distributions or Plan credits and debits shall be processed following
receipt in good order of all funds and documentation necessary to effect the requested
transaction, subject to market limitations or valuation limitations outside of Service
Provider's immediate control. Service Provider shall provide reconciliation between Plan
and Participant Account records on a regular basis, not less frequently than quarterly.
C. Service Provider shall perform and make available the results of daily valuations of
Participant Accounts, as of 4PM Eastern Time of any day on which the appropriate trading
market or exchanges are open, subject to intra-day closings, trading suspensions, or other
similar or unforeseeable circumstances outside of the control of the Service Provider. Plan
Investment Options that are guaranteed as to principal or interest shall be valued according
to the terms of such investment options. Plan Investment Options that are not guaranteed as
to principal, or principal and interest, shall be valued according to the laws and rules
applicable to such investment options. Notwithstanding any provision of this Agreement to
the contrary, access to Participant Accounts for transactions or other account maintenance
may be subject to interruption, or a "blackout," for a pre -defined period commencing with
the transfer of records to the Service Provider at the beginning of the Initial Term of this
Agreement.
IV. Supported Technologies. Participant enrollment shall be effected through any of the following
means, as agreed from time to time by Employer and Service Provider: interactive Internet or paper
enrollment form, telephone enrollment, or financial advisor software. Participant transactions other
than enrollment shall be effected through a combination of the following means, as agreed from
time to time by Employer and Service Provider: paper transaction request forms, telephone
response, interactive Internet, and financial advisor software. Voice response shall be available
approximately 24 hours per day (subject to periodic maintenance). Customer service
representatives will be available from Monday through Friday 8:OOAM to 9:OOPM Eastern Time.
Availability of voice response and interactive Internet shall be subject to periodic maintenance.
V. Application of Contribution Limitations. Service Provider shall perform contribution limit
testing applying the limits of Code Section 457 for each participant enrolling in the Plan or
increasing his or her rate of contribution under the Plan upon receipt by the Service Provider of the
information necessary to perform such calculations. Annual contribution limit testing will be
provided for all participants within three (3) months after the close of the year for which the
calculations are to be performed, or within twelve (12) weeks after receipt of necessary data from
Employer, whichever is later. Identified excess contributions shall be distributed to the extent
permitted by the Code; Treasury regulations or other regulatory guidance, including any Internal
Revenue Service ("IRS") self -correction programs; the Plan; the annuity contract; custodial
account; or as otherwise provided in this Agreement or agreed by the Employer, Service Provider
and Custodian.
72677.001_..NS_._Service Provider Agreement
VI. Distributions to Plan Participants. Distributions to participants shall be authorized by the
Employer or subject to non -discretionary determinations by the Service Provider pursuant to written
guidelines established by Employer. Employer will review and have final decision -making
authority with respect to all appeals from Service Provider determinations. Distributions may be in
any form permitted by the Plan, Service Provider, Custodian and the Code.
VII. Participant Loans. If the Plan allows loans, Service Provider shall provide administrative
services for loans from the Plan. Loans from the Plan shall not exceed the maximum dollar or
percentage limits and shall comply at origination with the reasonable interest rate and repayment
requirements, as such limits and requirements are prescribed by the Code. Loan interest rates
established at loan origination shall remain fixed during the period of the loan, except to the extent
required under any annuity contract under which such loans may be issued or under the terms of any
loan accepted by the Plan in a transfer from another similar plan or contract. As part of Service
Provider's reasonable compensation for services under this Agreement, Service Provider shall be
entitled to receive a nonrefundable loan fee of $50 and an annual loan charge of $50 per loan. The
interest and principal components of a participant's loan payment shall be credited to his or her
Participant Account under the Plan.
VIII. Technical Services. Service Provider shall make reasonable efforts to inform Employer of
legislative and/or regulatory changes that may affect the Plan. Service Provider shall offer to
provide to Employer a plan document for review by Employer's legal counsel. Employer
understands and agrees that it retains full responsibility for the compliance of Employer's Plan with
the requirements of the Code and that, if it adopts a Plan pursuant to Code Section 457, Employer
may not rely upon any private rulings issued by the IRS to another party with respect to such Plan
and may wish to apply to the IRS for such a ruling. Service Provider will provide administrative
assistance with respect to any such application for such additional compensation as is agreed upon
at such time.
IX. Additional Plan Services. Service Provider will render all of the following additional plan
administrative services:
Provide quarterly Plan statements to participants;
Prepare annual reports for Employer on the financial status of the Plan;
Provide investment education seminars and materials, subject to the limitations of Section XIV of
this Agreement;
Provide technical assistance to Employer with respect to Domestic Relations Orders;
Monitor, calculate, and process minimum required distributions in accordance with the terms of the
Plan and the Code; and
Provide technical assistance to Employer, subject to review by Employer's legal counsel, in drafting
plan amendments to comply with changes in the law.
X. Employer Duties. Employer shall have all other duties under the Plan, including, but not
limited to, the following: Employer shall remit to the Custodian such contributions as are required
or permitted under the Plan, by wire transfer or other format acceptable to the Custodian and
Employer, in a timely manner complying with any laws applicable to such contributions, and shall
72677001 _ NS_ _Service Provider Agreement
timely provide to Service Provider all necessary data that is required by Service Provider to perform
its obligations under this Agreement, in electronic format except as otherwise agreed between
Employer and Service Provider. Contributions and supporting data shall be provided in an
electronic media format acceptable to Service Provider. Employer shall notify Service Provider
within 31 days following the close of a Plan year if it intends to make additional contributions with
respect to such Plan year. Employer shall retain responsibility for establishing and maintaining the
tax -qualified status of the Plan, including the execution of any necessary documents and/or
amendments. Employer shall complete all necessary forms to establish an annuity contract or to
open an account with a life insurance company or a registered broker -dealer, if required by the Plan
Investment Options selected by the Employer.
XI. Administrative Service Fees. In exchange for the services provided for under this Agreement,
Service Provider shall receive the following compensation, which the Employer has determined to
be reasonable in light of the services to be provided:
The annual Administrative Service Fee shall be an amount equal to the basis point fee described in
the table below multiplied by the dollar amount of the assets (including all assets invested in
Schwab PCRA) in Participant Accounts determined November 1, 2021 for the first Agreement year
and each December 31' thereafter for the upcoming year and shall be paid in quarterly
installments. Each quarterly installment shall be determined with respect to each full or partial
calendar quarter by multiplying the corresponding quarterly rate by the dollar amount of the assets
(including all assets invested in Schwab PCRA) in Participant Accounts as determined on a date on
or before the last day of each calendar quarter, and payable on a date that is not more than ten (10)
business days following the end of each calendar quarter. Such amount shall be paid out of
Participant Accounts on a pro rata basis, according to the value and allocations of their respective
accounts at that time.
Total Plan Assets*
Basis Point Fee
0 to $8,000,000
48 b
$8,000,001 - $16,000,000
37 b
$16,000,001 - $24,000,000
26 b
$24,000,001 or more
15 b
*For purposes of this Section XI, "Total Plan Assets" shall mean all
assets held by the Service Provider under the City of Lubbock
Employees Deferred Compensation Plan.
Service Provider will deposit the anticipated amount of the revenue from the unaffiliated investment
options to be received by it and its affiliates as described on Appendix A, as updated from time to
time, into Participant Accounts that are invested in the funds for which the reimbursements are to be
received. Service Provider shall determine such revenue on a quarterly basis based on the average
daily balance of the assets in each reimbursing fund as of the date the Administrative Service Fee is
determined and the reimbursement rate at that time. Such revenue will be deposited into Participant
Accounts according to the value and allocations of their respective accounts in the reimbursing
fund(s) at the time the Administrative Service Fee is determined. In the event that a fund is no
longer available under the Plan, due to fund company closure or Employer direction, Service
72677_001_NS_Service Provider Agreement
Provider shall deposit the revenue described above payable for that fund to the fund selected by
Employer to replace the unavailable fund.
XII. Amendment and Termination. This Agreement may be amended from time to time with the
written consent of Employer and Service Provider. Service Provider may unilaterally amend this
agreement if it is deemed advisable to do so in order to conform the Agreement to applicable laws
and regulations. This Agreement may be terminated by either party at the conclusion of the Initial
Term or at the conclusion of a Renewal Term, upon not less than ninety (90) days' written notice to
the other party prior to the conclusion of such Initial Term or Renewal Term; upon a material
default that has not been cured by the defaulting party within ninety (90) days after written notice of
such default; or upon termination of the Plan. Participant Accounts and Plan records shall be
released by Custodian or Service Provider upon termination of this Agreement in accordance with
the provisions of this section at a time and in a manner as mutually agreed by Employer, Service
Provider and Custodian. Termination of the Plan shall only constitute termination of this
Agreement upon distribution of all of the accounts under the Plan, and only if such Plan is not
replaced with the same type or a similar type of plan prior to the end of the term of this Agreement.
Termination of the Plan shall not alter the application of Administrative Service Fees under Section
XI.
XIII. Trust or Custodial Services. If a trustee or custodian other than AIG Federal Savings Bank,
or an issuer of annuity contracts other than The Variable Annuity Life Insurance Company, is
providing trust or custodial services or annuity contracts to the Plan, Employer shall by written
agreement with such other trustee, custodian, or issuer require that such trustee, custodian, or issuer
shall cooperate with Service Provider and provide any and all data, instructions, and other support
required of such trustee, custodian or issuer for the performance of Service Provider's obligations
under this Agreement. Nonperformance by Service Provider resulting from a failure by such other
trustee, custodian or issuer to provide such data, instructions, or other support shall not constitute
default by Service Provider under this Agreement.
XIV. Broker -Dealer and Investment Advisory Services. Registered broker -dealer services will
be provided through VALIC Financial Advisors, Inc. (VFA) and its authorized representatives or
such other broker -dealers as Service Provider designates. VFA is a wholly -owned subsidiary of
The Variable Annuity Life Insurance Company and affiliated with Service Provider and is a
registered broker/dealer and registered investment advisor. VFA may also offer investment
advisory services as described below. Participants may enter into an investment advisory
agreement with VFA and/or with such other broker -dealers (or their investment advisor affiliate),
and that designated firm may receive an investment advisory fee, such fee to be payable from the
Participant Account, subject to any restrictions in the Plan, Code or this Agreement.
VFA Plan -related Services and Offerings: VFA representatives, in their role as financial advisors,
facilitate a wide range of services to the Employer and to Plan participants, both for investments
identified in Appendix A and, if applicable, for other legacy Plan investments provided by The
Variable Annuity Life Insurance Company or an affiliate. Services generally include education
about the Plan, support and customer service, and assistance with group or individual meetings,
enrollment, distributions (including required minimum distributions), and transfers or rollovers into
the Plan. Additionally, if authorized by the Employer (or alternatively, where such authorization is
7267700I NS__Service Provider Agreement
not required), VFA may offer to Plan participants the Guided Portfolio Services® (GPS) advisory
service. Compensation paid to a VFA representative for services provided to Plan participants may
have one or more of the following components, and The Variable Annuity Life Insurance Company
and its affiliates may change the components and/or the allocations over time:
Fixed and Incentive Compensation. Financial advisors may be compensated for in -Plan
education and service such as Plan reviews, participant seminars/webinars, new Plan
enrollments, and periodic deposit growth. Advisor compensation can be in the form of a
fixed payment, a per diem payment, and/or incentive compensation tied to goals such as
increasing Plan enrollments.
Compensation for Payroll Deduction and Asset Transfers. In certain instances,
compensation may be paid to financial advisors based upon contributions and/or transfer of
assets into a Participant Account.
Investment Advisory Compensation. If the GPS service is available in the Plan and a
participant enrolls in the service, an investment advisory fee is deducted from the Participant
Account. If the participant is enrolled in the managed account option of the GPS service, a
portion of that fee is paid to the financial advisor for their service.
VFA Non -Plan Retirement Planning and Related Activity: Outside of the Plan, VFA
representatives are qualified to provide broader financial services that are aimed at achieving
financial wellness. This includes, among other things, assisting participants in making decisions
about managing their retirement plan assets following retirement or upon some other distributable
event. VFA services include both brokerage transactions and investment advisory offerings. VFA
representatives are compensated separately for these services, including in the form of
commissions, distribution fees and advisory fees.
XV. Investment Direction. To the extent permitted under the Plan, as determined by the
Employer, Service Provider is directed to accept and follow investment directions received from
individual participants or beneficiaries, subject to any other limitations described in this Agreement.
Service Provider and VFA shall be entitled to rely upon instructions received from the Employer,
the Plan Administrator, another authorized Plan representative, or a participant, subject to the
limitations of the preceding sentence, and shall have no obligation to investigate either the prudence
of such instructions or the absence of any instructions.
XVI. Assignment and Delegation. Service Provider may assign or delegate certain of the
administrative services described in this Agreement to be provided by third parties on behalf of
Service Provider.
XVII. Acts or Omissions of Other Parties. Neither Service Provider nor its affiliates, successors
and assigns shall have any liability, duty or other obligation with respect to actions or omissions
(including incomplete or incorrect data provided to Service Provider) of the Employer, the Plan
Administrator, or other authorized Plan representative, or of any concurrent or predecessor trustee,
custodian, or other investment or service provider.
72677_001_NS__Service Provider Agreement
XVIII. Release of Information. Where necessary to the proper administration of Employer's Plan,
the Service Provider may release information to the Employer or a governmental agency examining
the Employer's Plan.
XIX. Confidentiality. Service Provider agrees that it shall not use, disclose, or permit access to
Confidential Information acquired in connection with the services performed under this Agreement
other than to exercise its rights under this Agreement and perform its obligations under this
Agreement or as otherwise described herein. "Confidential Information" includes, but is not limited
to, nonpublic personal information (e.g., names, addresses, account balances, account numbers,
account activity, Social Security numbers, taxpayer identification numbers, and sensitive financial
information), information pertaining to products, operations, systems, customers, prospective
customers, techniques, intentions, processes, plans, know-how, as well as any information entrusted
to any affiliates of the parties. All Confidential Information shall be held in confidence by Service
Provider to the same extent and in at least the same manner as Service Provider protects its own
Confidential Information, but in no case in a lesser manner than a reasonable degree of care under
the circumstances. The foregoing shall not restrict use, disclosure, or access to Confidential
Information related to the performance or evaluations of retirement services, the provision of
services under this Agreement or any other agreement with the Employer, or as otherwise provided
herein; provided, however, in no event will Service Provider release any information to any person
or entity except as permitted by applicable law. The Employer expressly authorizes Service
Provider to disclose Confidential Information to Employer's consultant(s), counsel, agents, and to
Service Provider's affiliates, agents, and representatives consistent with the limitations herein.
The obligations of this section shall not act to restrict any lawful disclosure of Confidential
Information by Service Provider pursuant to any applicable state or federal laws or to the extent
required to satisfy any valid subpoena, court order, litigation or regulatory request, or any other
legal requirement of a competent governmental authority, provided that following receipt of any
such request, and to the extent that it may legally and reasonably do so, Service Provider advises
Employer prior to making such disclosure in order that Employer may object to such disclosure,
take action to ensure confidential treatment of the Confidential Information, or take such other
action as it considers appropriate. Notwithstanding the foregoing, Service Provider need not
provide notice to Employer prior to responding to those routine subpoenas or court orders that are
commonly received, and responded to, by Service Provider in its role as a Plan record keeper (e.g.,
Domestic Relations Orders). Notwithstanding the foregoing, Service Provider may use data or any
derivatives thereof in an anonymous form (i.e., such that it is not identified or recognizable as
Employer's, Plan's, or Participants' information) for Service Provider's marketing analytics and
other purposes. In addition, Service Provider will not be considered to have breached its obligations
hereunder for using or disclosing Confidential Information to the extent Service Provider or a
Service Provider affiliate is specifically authorized by an individual to use that individual's personal
information (including Plan -related and Participant Account -related information applicable to that
individual) in connection with any other Service Provider products or services. Additionally, the
obligations of this section shall not apply to information which, without breach of obligations of
confidentiality or violation of law: (1) is independently developed by Service Provider; (2) is or
becomes publicly known; (3) is already known by Service Provider as evidenced by the written
records or (4) is obtained from an independent source.
72677_001_NS_.Service Provider Agreement
XX. Data Security and Privacy. Service Provider agrees to maintain and hold all nonpublic
personal information received in connection with the performance of services under this Agreement
in confidence, consistent with the terms herein. Nonpublic personal information ("NPI") is limited
to personally identifiable financial information which (1) is provided by a participant to Service
Provider or (2) results from a transaction with the participant of any service performed for the
participant or (3) is otherwise obtained by the financial institution. Service Provider agrees that
their collection, use and disclosure of any and all NPI is and will be at all times conducted in
compliance with all applicable data protection and/or privacy laws, rules and/or regulations, and
Service Provider's Privacy Policy as updated from time to time and found at
www.aig.com\Retirement Services.
Service Provider will use reasonable care to secure NPI through the use of appropriate physical and
logical security measures, and will take all commercially reasonable organizational and technical
steps to protect against unlawful and unauthorized processing of NPI. Service Provider may use and
disclose relevant aspects of NPI to its employees, affiliates, permissible assigns, subcontractors,
advisors and agents to the extent such disclosure is reasonably necessary for the performance of its
obligations, the maintenance and/or improvement of overall service delivery, or the enforcement of
its rights under this Agreement. For purposes of this section, NPI includes user credentials,
passwords, and other authentication data that enables Employer, its authorized agents, or
participants to access Service Provider software. Service Provider will promptly notify the
Employer in the event of (i) any breach of its security measures that results in unauthorized access
to NPI that could result in harm to the impacted individual; (ii) the consequences of the breach; and
(iii) the corrective action taken to remedy the breach. Nothing in this Agreement shall in any way
affect other product or service arrangements entered into separately by Service Provider or its
affiliates and the Plan and/or Participants.
XXI. Force Majeure. In no event shall either party be liable to the other for any delay or failure to
perform in breach of any of the terms of this Agreement to the extent that such breach results
entirely from an unforeseen event outside the control of the breaching party, including, but not
limited to, acts of God; acts of the public enemy; acts of terrorism; acts of any foreign government;
acts, orders or regulations of the United States of America, or any state, territory or political
division of the United States of America or of the District of Columbia; fires, floods, epidemics,
pandemics, quarantine restrictions, freight embargoes, and unusually severe weather conditions;
provided that, in every case, the delay or failure to perform is beyond the control and without the
fault or negligence of the party claiming excusable delay and that such party cures the breach as
soon as possible.
XXII. Dispute Resolution. The parties shall engage in reasonable and good faith discussions to
resolve any dispute arising out of or relating to this Agreement. If the parties are unable to agree
between themselves, the parties will submit the dispute within 60 days of reaching an impasse to
non -binding mediation conducted by a private mediator agreed to by both parties and conducted in
accordance with the rules of a nationally recognized, independent arbitration or mediation
organization to which the Parties mutually agree. The costs of mediation shall be borne equally by
the parties, and each party shall pay its own expenses. If the parties are unable to resolve the dispute
through non -binding mediation, either party may initiate litigation. In the event of a dispute
hereunder, and while the parties pursue the dispute resolution procedures set forth herein, each party
72677_001_NS_Service Provider Agreement
shall, unless otherwise directed by the other party, continue performing its obligations to the other
party (other than Employer's obligation to pay amounts that are disputed in good faith).
XXIII. Notice. Notice to either party shall be provided in writing as follows:
To Employer:
Attn: W. Jarrett Atkinson
City Manager
City of Lubbock, Texas
1314 Avenue K
Lubbock, TX 79401
To Service Provider:
Attn: Senior Vice President
Relationship Management
VALIC Retirement Services Company
2929 Allen Parkway, L6-20
Houston, TX 77019-2155
XXIV. Governing Law; Counterparts. This Agreement shall be interpreted under the laws of the
State of Texas. Venue shall be in a court of competent jurisdiction in Lubbock County, Texas. This
Agreement may be executed in any number of counterparts, each of which shall be considered an
original of this Agreement.
XXV. Entire Agreement. Executed by the authorized representatives of the parties, this
Agreement together with the referenced exhibits and attachments constitutes the entire intent of the
parties hereto, and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement.
XXVI. Participant Personal Deliver-e Default. Participants will be defaulted to receive quarterly
account statements, transaction statements and fund prospectuses electronically unless the
participant updates preferences at www.aig.com/RetirementServices. Employer will provide
Service Provider individual email addresses for each active Plan participant on the payroll
remittance file (group email addresses or shared email addresses will not be permitted). Employer
will not be able to establish Personal Deliver-e for Plan participants that may have an account with a
former employer's plan or other retirement product (e.g., annuity product) with Service Provider or
its affiliates. Those Plan participants could enroll in Personal Deliver-e on their own using their
personal email address.
Service Provider will update the Participant Account with the email address. Plan participants will
then receive a letter in the mail informing them that (i) the Plan has defaulted to Personal Deliver-e,
(ii) they have 15 days to opt out, and (iii) they may choose to use a different email address. The
Plan participant may opt out of default Personal Deliver-e at any time and may update
communication preferences online at www.aig.com/RetirementServices or by contacting the call
center at any time during or after the initial opt -out period. Once the specified opt -out period has
expired, the participant will receive an email at the email address that one or more documents are
available online at the web site.
Employer should include employment status on the payroll remittance file to help ensure that
Personal Deliver-e is discontinued upon a Plan participant's separation from service. Service
Provider will start or stop Personal Deliver-e as soon as administratively possible for Plan
participants based on employment status provided by the Employer.
72677._001_ NS_ Service Provider Agreement 10
Service Provider will make Personal Deliver-e reports available online to Employer.
XXVII. Standards of Performance. Employer and Service Provider may from time to time
mutually establish standards of performance with respect to one or more of the services described in
this Agreement. Such standards shall be appended to this Agreement in Appendix C, which shall
describe such standards, any financial consequences for failing to meet such standards, and the
services and time periods to which they are applicable.
XXVIII. MFIM Fees. Service Provider agrees to collect on behalf of Employer and pay to MFIM
a fee from Participant Accounts for plan administration expenses that Employer has determined to
be reasonable and properly payable from Plan assets in an amount equal to an effective annual rate
of 0.02% (two one -hundredths of one percent) of the assets in Participant Accounts determined on a
date that is on or before the last day of each calendar quarter. Such amount shall be collected from
Participant Accounts following the end of each calendar quarter on a pro-rata basis, according to the
value and allocations of their respective accounts at that time, and paid to MFIM upon receipt by
Service Provider of an invoice from MFIM.
EMPLOYE
i
Print Name: el M. Pope
Title: Mayor
Date: August 24, 2021
APPROVED
AS TO CONTRACT COMPLIANCE
LAW SERVICES
con0002257
CONTROL NO.
7/8/2021 1 3:23 PM CDT
DATE
SIGNEDk'S
A
istant City
Title:
Date:
Administrative Officer
Proviaer tigwrill-A. I I
Appendix A
To
Service Provider Agreement
Effective November 1, 2021
Available Investment Options
AIG Retirement Services* receives 12b-1 fees and recordkeeping fees from mutual funds or their affiliates as
shown below for administrative and shareholder services. The 12b-I fees and recordkeeping fees received
from the fund families will be deposited into Participant Accounts as described in this Agreement.
Amounts Paid to
AIG Retirement
Services from
Fund Family
Fund Name
Asset Category
Ticker
Symbol
or CUSIP
Number
12b-1
Fees
%
Record
keeping /
Admin
Fees
1
DFA Inflation -Protected Securities I
Inflation -Protected Bond
DIPSX
0.000
0.000
2
Franklin Small Cap Value R6
Small Value
FRCSX
0.000
0.000
3
Lord Abbett Developing Growth R6
Small Growth
LADVX
0.000
0.000
4
VALIC Company I Intl Sclly Rs nb
Foreign Large Blend
VCSOX
0.000
0.000
5 1VALIC
Company I U.S. Socially Rs nb*
Large Blend
VSRDX
0.000
0.000
6
Vanguard 500 Index Admiral
Large Blend
VFIAX
0.000
0.000
7
Vanguard Developed Markets Index Admiral
Foreign Large Blend
VTMGX
0.000
0.000
8
Vanguard Emerging Mkts Stock Idx Adm
Diversified Emerging Mkts
VEMAX
0.000
0.000
9
Vanguard Mid Cap Index Admiral
Mid -Cap Blend
VIMAX
0.000
0.000
10
Vanguard Small Cap Index Adm
Small Blend
VSMAX
0.000
0.000
11
Vanguard Target Retirement 2020 Inv'
Target -Date 2020
VTWNX
0.000
0.000
12
Vanguard Target Retirement 2025 Inv'
Tar et -Date 2025
VTTVX
0.000
0.000
13
Vanguard Target Retirement 2030 Inv'
Target -Date 2030
VTHRX
0.000
1 0.000
14
Vanguard Target Retirement 2035 Inv'
Target -Date 2035
VTTHX
0.000
0.000
15
Vanguard Target Retirement 2040 Inv'
Target -Date 2040
VFORX
0.000
0.000
16
Vanguard Target Retirement 2045 Inv'
Target -Date 2045
VTIVX
0.000
0.000
17
Vanguard Target Retirement 2050 Inv'
Target -Date 2050
VFIFX
0.000
0.000
18
Vanguard Target Retirement 2055 Inv'
Target -Date 2055
VFFVX
0.000
0.000
19
Vanguard Target Retirement 2060 Inv'
Target -Date 2060+
VTTSX
0.000
0.000
20
Vanguard Target Retirement 2065 Inv'
Target -Date 2060+
VLXVX
0.000
0.000
21
Vanguard Target Retirement Income Inv1•2
Target -Date Retirement
VTINX
0.000
0.000
22
Vanguard Total Bond Market Index Adm
Intermediate Core Bond
VBTLX
0.000
0.000
23
Vanguard US Growth AdmiralTM
Large Growth
VWUAX
0.000
0.000
24
Vanguard WindsorTm II AdmiralTM
Laze Value
VWNAX
0.000
0.000
25
Western Asset Core Plus Bond IS
Intermediate Core -Plus Bond
WAPSX
0.000
0.000
26
1 Schwab PCRA
SPCRA
0.000
0.000
27
Fixed -Interest Option'
0.000
0.000
72677_001_NS_ Service Provider Agreement 12
`AIG Retirement Services represents AIG member companies - The Variable Annuity Life Insurance Company
(VALIC) and its subsidiaries VALIC Financial Advisors, Inc. (VFA) and VALIC Retirement Services Company
(VRSCO). All are members of American International Group, Inc. (AIG).
' Funds that will be the default investment options for the Plan based on the table below. The default
investment options will be used for any contributions received on behalf of a participant who does not have
investment elections on file with Service Provider. To the extent that a participant's date of birth has not
been provided to Service Provider at the time an account is established, the participant's contributions will be
invested in the model below corresponding to an age of 99 years until the participant changes such
investment election.
Fund
Vanguard Target Retirement Income Inv
Vanguard Target Retirement 2020 Inv
Vanguard Target Retirement 2025 Inv
Vanguard Target Retirement 2030 Inv
Vanguard Target Retirement 2035 Inv
Vanguard Target Retirement 2040 Inv
Vanguard Target Retirement 2045 Inv
Vanguard Target Retirement 2050 Inv
Vanguard Target Retirement 2055 Inv
Vanguard Target Retirement 2060 Inv
Vanguard Target Retirement 2065 Inv
Ticker
Participant Date of Birth
VTINX
Before 1953
VT"X
From 1953 through 1957
VTTVX
From 1958 through 1962
VTHRX
From 1963 through 1967
VTTHX
From 1968 through 1972
VFORX
From 1973 through 1977
VTIVX
From 1978 through 1982
VFIFX
From 1983 through 1987
VFFVX
From 1988 through 1992
VTTSX
From 1993 through 1997
VLXVX
After 1997
2 In the event a fund selected by the Employer has closed due to fund -company action and the Employer or
its authorized Plan representative has not selected a new fund, for any contributions received on behalf of a
participant who is participating in such fund; and, where required for the current account balances in the
unavailable fund, Employer hereby directs Service Provider and Custodian to transfer such amounts to this
investment option.
3 The Fixed -Interest Option is an allocated annuity contract (policy form GFA-504) issued by The Variable
Annuity Life Insurance Company. In-service withdrawals from this investment option will be restricted to
20% (twenty percent) per contract year.
In the event a fund selected by the Employer has been merged with another fund due to fund -company action
and the Employer or its authorized Plan representative has not selected a new fund, for any contributions
received on behalf of a participant who is participating in such fund, and, where required for the current
account balances in the merged fund, Employer hereby directs Service Provider and Custodian to transfer
such amounts to the surviving fund of the fund merger.
72677_001_NS__Service Provider Agreement 13
Appendix B
To
Service Provider Agreement
Effective November 1, 2021
Mesirow Financial Investment Management, Inc.
Advisory Services Agreement
72677.001. NS-Service Provider Agreement 14
Appendix C
To
Service Provider Agreement
Effective November 1, 2021
Performance Standards
Implementation
Service Provider will
Implementation project plan and
One-time at -risk
Execution
partner with you to establish
debrief with plan sponsor, post-
amount: $4,800
the service benchmark and
implementation.
measures for a successful
implementation.
Call Center Hours of
Client Care Center will be
Failure occurs if unscheduled
Quarterly at risk
Availability
available 7:00 a.m. to 8:00
downtime exceeds 2% of
amount: $300
p.m. CT, Monday through
scheduled availability.
Friday (except NYSE
holidays or scheduled early
closings).
Service Level for Calls
,holiday
70% of calls will be
Each quarter: Standard Call
Quarterly at risk
to CSPs
answered in 30 seconds or
Center metric.
amount: $300
less.
Internet Availability
Participant and plan sponsor
Failure occurs if unscheduled
Quarterly at risk
web sites will be available
downtime exceeds I % of
amount: $300
240 (excluding regularly
scheduled availability.
scheduled, minimum
downtime for system
maintenance).
Mailing of Standard
Standard statements will be
Failure occurs if more than 2%
Quarterly at risk
Participant Statements
postmarked within 15
of statements are not
amount: $300
business days of the end of
postmarked within 15 business
the quarter.
days ofquarter-end.
Mailing of Confirmation
Confirmation statements
Failure occurs if more than 2%
Quarterly at risk
Statements
will be postmarked within
of statements are not
amount: $300
three business days from
postmarked within three
execution of transaction.
business days of transaction.
Fund Transfers
If received prior to the close
Failure occurs if more than 1 %
Quarterly at risk
of the New York Stock
of fund transfers are not
amount: $300
Exchange, normally 4:00
executed with the market date
p.m. ET, fund transfers will
of good order receipt.
be processed the same day.
Otherwise they will be
processed on the next
trading day.
Distribution and Loan
If received prior to the close
Failure occurs if more than 2%
Quarterly at risk
Processing
of the New York Stock
of distributions are not
amount: $300
Exchange, normally 4:00
postmarked within three
p.m. ET, distributions and
business days from receipt of
72677_001 NS_Service Provider Agreement 15
loans will be processed
within three business days.
Otherwise they will be
processed three business
days from the next trading
day.
forms in good order.
Contribution Processing
If received prior to the close
Failure occurs if more than 1 %
Quarterly at risk
of the New York Stock
of contributions are not affected
amount: $300
Exchange, normally 4:00
with the market date of good
p.m. ET, contributions will
order receipt.
be processed the same day.
Otherwise they will be
processed on the next
trading day.
Plan Sponsor Reports
Standard plan sponsor
Failure occurs if more than 2%
Quarterly at risk
reports will be available
of standard reports are not
amount: $300
within 30 days of the end of
available within 30 days of the
the reporting eriod.
end of the reporting period.
*Excluding the standard for Implementation Execution, a penalty payment is invoked if a performance
category ` fails " and is not cured by the next reporting period. The maximum payment for failure to meet
performance standards is $4,800 per year. This maximum payment excludes amounts associated with the
Implementation Execution standard.
72677_001 NS__Service Provider Agreement 16
Appendix D
To
Service Provider Agreement
Effective November 1, 2021
Personal Choice Retirement AccountTm (PCRA) Provisions
Notwithstanding any provision in this Agreement to the contrary, the following provisions shall
apply to the Personal Choice Retirement AccountTM (PCRA) investment option:
1. Agreements. Employer hereby acknowledges receipt and review by the Employer and/or
the Employer's legal counsel, as appropriate, of any and all relevant agreements governing the
PCRA accounts established with Charles Schwab & Company, Inc. ("Schwab"), a California
corporation, and accepts the terms thereof as consistent with the terms of the Plan. Employer
specifically accepts:
A. the terms of any Limited Power of Attorney that a participant may be required to
complete to establish a PCRA account;
B. any binding arbitration that may apply to any claims with respect to such a PCRA
account; and
C. for itself and for Plan participants, the monitoring by Schwab of any telephone
conversations with its customer service personnel.
2. Core Investments Minimum Balance Requirement. Prior to a participant's enrollment in
PCRA, a minimum balance of $5000 is required in the non-PCRA investments identified on
Appendix A ("Core Investments") in each of the participant's Plan contribution accounts. Once the
participant has met this minimum balance requirement, the participant can allocate up to 90% of
future contributions to each Plan contribution account to PCRA. The participant must continue to
maintain at all times the minimum balance of $5000 in the Core Investments in each of the Plan
contribution accounts. If the Core Investments balance in any Plan contribution account should
decrease to 10% or more below the minimum amount ("Threshold") referenced in this section for
fourteen (14) consecutive days, Service Provider will notify the participant that the minimum
balance is below the Threshold and that the participant should transfer all or a portion of the
participant's PCRA account balance to the Core Investments to restore the required minimum
balance. If no action is taken by the participant within forty (40) days of the date of the notice, then
Service Provider shall instruct Schwab to liquidate and transfer as described in paragraph 3(C),
below, the funds necessary to restore the Core Investments minimum balance requirement. If the
participant does not have sufficient funds in the PCRA account necessary to restore the Core
Investments minimum balance requirement, then all amounts in the PCRA account will be
liquidated and transferred. Existing participant contribution allocation instructions will remain
unchanged. Any PCRA account amounts transferred at the direction of the Service Provider will be
allocated to the Core Investments on a pro rata basis according to the allocations of the Plan
contribution account on the date of transfer.
72677001 NS__Service Provider Agreement 17
Investments; Investment Selections/Direction.
A. After contributions are allocated to a PCRA account, they will be invested
exclusively in shares of mutual funds offered through a PCRA, and shall be subject to the
terms of the account agreement and any other agreement governing the PCRA. The
Employer hereby authorizes and directs Custodian to instruct Schwab to hold funds in non -
interest bearing accounts pending allocation to individual PCRA accounts, where necessary
under the PCRA. All contributions allocated to a PCRA account are first invested in a
money market fund. Subject to any limitation in the Plan, participants may transfer amounts
from the money market fund into other mutual funds available under their PCRA accounts.
Except for the authority reserved to the Custodian under the Custodial Agreement, or given
to the Employer under the Plan, if any, the participant will have all rights to direct the
investment of the PCRA account, according to the provisions and limitations imposed under
the PCRA, which will be provided to the participant in a separate document or set of
documents, and subject to any limitations in the Plan. Pursuant to an agreement between
Schwab and Custodian, certain mutual funds, listed in Appendix A, will not be available for
new investments under the PCRA. Any changes to that list, including additions of mutual
funds that will be unavailable for future investments, will be communicated to the Employer
and to participants in writing prior to the date the change is to be effective. If a fund is
excluded by the Employer, the Employer shall provide written notice to participants of its
exclusion prior to requesting its exclusion by the Service Provider.
B. Investments in any mutual fund within the PCRA will be subject to any investment
minimums and/or charges imposed by that mutual fund or within the PCRA.
C. The Service Provider will reallocate amounts from other funds in a PCRA account to
the money market fund, as necessary to effectuate any of the following to the extent not
being satisfied from other Plan Investment Options:
i. the payment of the participant account annual maintenance and
administrative service charges;
ii. the payment of benefits to an alternate payee under a Domestic Relations
Order;
iii. the payment of taxes pursuant to a levy by the Internal Revenue Service;
iv. the return of contributions as described in Section V of this Agreement;
V. transfer of funds to the Core Investments to restore the required minimum
balance; or
vi. any other distribution from the custodial account directed by the Employer in
conformity with the Plan and the Code.
7267700 Provider Agreement 18
The Service Provider will reallocate any amounts pursuant to this paragraph in the following order:
first, from mutual funds that are not subject to transaction fee expenses at the time of the
transaction, or sales loads (Group 1); second, from mutual funds that are not subject to transaction
fee expenses at the time of the transactions, but are subject to sales loads (Group 2); and third, from
any remaining mutual funds in which the PCRA account is invested (Group 3). When reallocating
from the mutual funds within Group 1, Group 2, or Group 3, the Service Provider will request such
reallocations first from the mutual fund in the group that represented the greatest percentage of the
PCRA account value at the close of business on the previous day, and then from the mutual fund
that represented the next greatest percentage of the PCRA account value at the close of the previous
day, continuing until an amount that is not less than the amount required is transferred to the money
market fund. Participants who do not want transfers to be processed in this manner must ensure that
the value of the money market fund in their PCRA accounts is sufficient to process any of the
withdrawals described above.
4. PCRA Account Statements; Proxies; Other Rights. PCRA account statements will be
regularly provided to each participant directly by Schwab; and, except where inconsistent with the
Plan or the Code, Schwab will forward proxies and other rights accruing from the securities
purchased through a PCRA account to the participant at the address that the participant has provided
to Schwab.
5. Charges. In addition to the quarterly charge described in Section XI of this Agreement, the
Service Provider will deduct on a basis not more frequently than quarterly an annual charge in the
amount of $50.00 from the money market fund in each participant's PCRA account under the Plan.
If a redemption of some or all of the mutual fund shares held under a PCRA account is requested,
either for a distribution or for a transfer to another investment provider, so that the remaining PCRA
account value for that participant would be less than the quarterly charge, Service Provider may
deduct the full quarterly charge at the time of such redemption. In lieu of deducting any amount
payable under this paragraph 4 from a participant's PCRA account, Service Provider may, at its sole
option, withdraw such amount from non-PCRA investments under a Participant Account, in the
same manner as described in Section XI of this Agreement.
6. Timing of Allocations to PCRA. Employer acknowledges and agrees that posting of
contributions to a PCRA account may occur subsequent to the posting of similar allocations to other
Plan Investment Options.
7. Notice of Errors in Reporting. The Employer, or other authorized representative of the
Plan, agrees on behalf of participants to the review of confirmations and/or statements within a
reasonable time after receipt thereof, and that participants shall notify the Custodian or Service
Provider of any errors discovered by the Employer or the participant within thirty (30) days after
such receipt, and the Employer, or other authorized representative of the Plan, authorizes the
Custodian and Service Provider to rely on the correctness of any transaction not identified to be in
error within such thirty (30) days.
72677_001 _NS__Service Provider Agreement 19
Appendix E
To
Service Provider Agreement
Effective November 1, 2021
Schwab Personal Choice Retirement Account Application — Omnibus
72677__001_ NS_ Service Provider Agreement 20
CUSTODIAL AGREEMENT
I. Establishment of Custodial Account. A custodial account ("Custodial Account") is hereby
established by City of Lubbock, Texas ("Employer"), to hold, administer, and distribute amounts
pursuant to the terms of the City of Lubbock Employees Deferred Compensation Plan, an eligible
deferred compensation plan established pursuant to Section 457 of the Internal Revenue Code of
1986, as presently or subsequently amended ("Code"), which provides for the following type(s) of
contributions: deferred compensation contributions, hereinafter referred to as the "Plan."
This Custodial Agreement includes Appendix A and Appendix B. If Appendix A includes as an
investment option a Personal Choice Retirement AccountTM ("PCRA") established with Charles
Schwab & Company, Inc. ("Schwab"), a California corporation, then this Custodial Agreement
includes Appendices C and D, and Employer accepts and acknowledges on behalf of the Plan and
participants the terms and conditions of the agreement entered into between Custodian for
Employer's Plan and Schwab and attached hereto as Appendix D.
II. Designation of Custodian. By signing below, the Employer designates that AIG Federal
Savings Bank, a federally -chartered savings bank, shall be the nondiscretionary directed custodian
("Custodian") of this Custodial Account, beginning on November 1, 2021 ("Effective Date"), and
hereby authorizes Custodian to open and maintain the Custodial Account; and the Custodian accepts
such designation. Except as otherwise provided in this Custodial Agreement, the Custodian shall be
directed by the Employer, a plan administrator other than the Employer as designated in the Plan
("Plan Administrator"), or another authorized Plan representative. The Custodian shall hold
Custodial Account property in the name of the Plan. The duties of the Custodian shall apply solely
with respect to the property allocated to the Custodial Account hereunder, and Custodian shall bear
neither responsibility nor liability for other amounts held under the Plan with another trustee,
custodian, or other investment or service provider. The Employer hereby agrees that the Custodian
shall not serve as, and shall not be deemed to be, a co -custodian or co -trustee and, except as
otherwise imposed by applicable law, shall have no co -fiduciary liability for any other person,
custodian or trustee. The Custodian shall have no responsibility for any property until it is received
and accepted by the Custodian.
III. Protection of Participants.
A. Custodial Account property shall be held for the sole and exclusive benefit of participants
and their beneficiaries.
B. No amounts allocable under the Plan shall be returned to the Employer, except as
otherwise provided in this Custodial Agreement, until all obligations to participants have
been satisfied, and unless consistent with the requirements of the Plan and the Code.
C. A Participant Account may not be assigned or pledged by a participant unless permitted
under the Plan, the Code, and this Custodial Agreement.
72677 001_NS_Custodial Agreement
IV. Protection of Custodian. The Custodian shall not be obligated to give any bond or other
security for the performance of the Custodian's duties hereunder. The Custodian shall not be liable
for any mistake of judgment or other action taken in good faith, and for any action taken or omitted
in reliance in good faith, upon the opinion of counsel or of the Custodian's accountant or auditors,
or upon the actions of, or the reports made to the Custodian by, any of Employer's officers,
employees, or agents, or the actions of or reports by any regulated investment company or other
service provider under the Plan, including any other current or prior custodian or trustee, provided
that Custodian acted in good faith in such action or omission and in such reliance. The Custodian
shall be entitled to rely on instructions provided by the Employer, the Plan Administrator, or
another authorized Plan representative and investment instructions provided by participants and
beneficiaries and shall have no duty to inquire with respect to such instructions.
The provisions of this agreement shall be subject to the terms of the Plan, any related service
provider agreement ("Service Provider Agreement") entered into with VALIC Retirement Services
Company ("Service Provider"), and any annuity contract entered into with The Variable Annuity
Life Insurance Company, except that the terms of such Plan, Service Provider Agreement or annuity
contract shall not adversely affect the rights or duties of the Custodian under this agreement without
the Custodian's prior written consent.
Custodian shall be permitted to review the terms of the Plan, and any current or future amendments
thereto. Such review shall not constitute an opinion as to the qualification of the Plan or as to any
terms thereof and the Custodian shall have no responsibility for determining whether the Plan or
any amendment thereof satisfies the qualification requirements of the Code. No amendment or
other revision of the Plan or the Plan's administrative rules and procedures shall be binding upon
the Custodian unless advance written notice of such amendment or other revision is provided to the
Custodian. Employer shall retain sole responsibility for taking all necessary steps to ensure that
administrative services provided for under this Custodial Agreement are not inconsistent with the
terms of the Plan.
V. Forms and Procedures. All requests for transactions within Participant Accounts, including
any account maintenance requests, and transfers or distributions into or out of such Participant
Accounts, must be performed in a manner approved by the Custodian.
VI. Maintenance of Individual Subaccounts for Participants ("Participant Accounts"). The
interests of each participant under the Plan shall be accounted for in a separate Participant Account.
Records of individual Participant Accounts shall be maintained by Service Provider pursuant to the
Service Provider Agreement between the Employer and Service Provider. To the extent permitted
by law, the Custodian shall be relieved of any performance obligations under this Custodial
Agreement that are also the obligations of the Service Provider under the Service Provider
Agreement or any other service provider under the Plan.
VII. Correction of Errors. The Custodian is hereby authorized and directed to make such
corrections of contributions to the Plan made under a mistake of fact or such other contributions
made in error or other errors as may be corrected under the terms of the Plan and the Code,
including corrections under any available Internal Revenue Service ("IRS") self -correction
program, as identified by Service Provider, Employer or another authorized Plan representative.
72677 001..NS_.Custodial Agreement
Contributions made to a Participant Account that are identified by the Service Provider, Custodian,
the Employer or another authorized Plan representative to have resulted from a mistake of fact shall
be returned to the participant or the Employer or shall be reallocated to the proper Participant
Account, along with earnings thereon, in accordance with the terms of the Plan and the Code. A
mistake of fact may include, but is not limited to (1) a reasonable error in determining the
participant's includible compensation; and (2) a reasonable error in determining the amount to be
withheld from a participant's wages or the participant to whom a contribution was to be allocated.
A mistake of law shall not be considered a mistake of fact.
If an amount credited to a Participant Account by the Custodian under a mistake of fact or other
reasonable mistake is transferred to a successor contract issuer, custodian, or trustee, the Custodian
is hereby authorized to request the return of such excess amount from the successor contract issuer,
custodian, or trustee.
VIII. Identification of Available Custodial Account Investments. The investments available
under Participant Accounts ("Plan Investment Options") are listed in Appendix A to this Custodial
Agreement. This list of available investments, which may also describe requirements or limitations
applicable to one or more of the investments, was selected by the Employer or the Plan
Administrator, and is hereby accepted by the Custodian. Appendix A may be revised annually
following any anniversary of this Custodial Agreement provided that sixty (60) days' advance
written notice is provided by the Employer, the Plan Administrator, or another authorized Plan
representative, to the Custodian, of the intent to revise the Appendix, and subject to the Custodian's
agreement to administer any additional investment(s) in advance of the addition of such additional
investment(s) to Appendix A. The Custodian shall have no duty or responsibility for monitoring,
selecting or providing advice with respect to the Plan Investment Options. Investment directions
may be communicated to the Custodian by the Employer or another authorized Plan representative,
such as the Service Provider, or by participants where permitted by the Plan. In the absence of
contrary instructions from the Employer, the Plan Administrator, or another authorized Plan
representative, the Custodian shall direct one or more third parties in the execution of investment
instructions received from participants. The Custodian shall be entitled to rely upon instructions
received from the Employer, the Plan Administrator, another authorized Plan representative, or a
participant, subject to the limitation described in the preceding sentence, and shall have no
obligation to investigate either the prudence of such instructions or the absence of any instructions.
The Employer hereby directs the Custodian to hold in cash or cash equivalents such amounts as
may be necessary for the proper administration of Custodial Account assets and to retain for
Custodian's sole benefit any income that it may receive while such amounts are so held as a portion
of the reasonable compensation to be paid to the Custodian for its services to the Plan. Custodian
may, in addition to or in lieu of charging Employer for the costs incurred by Custodian in providing
these custodial services, invest funds received from Employer through a custodial account in
investment vehicles that emphasize safety and liquidity. These investment vehicles will comprise
obligations of the United States or its agencies and instrumentalities, or other obligations, the
principal and interest of which are unconditionally guaranteed or insured by, or backed by, the full
faith and credit of the United States. All investment vehicles utilized must be liquid on a daily
basis. Custodian may retain any income earned from such investments and, if applicable, any fees
charged by Custodian as reasonable compensation for services rendered.
72677.._001 NS_ Custodial Agreement
IX. Limitations on Contributions. Contributions to a Participant Account shall not exceed the
applicable limits provided in the Code and the Plan. Contributions in excess of applicable limits
under the Code or the Plan may be distributed to the Employer or to the participant to the extent
permitted under the Code; Treasury regulations or other regulatory guidance, including any IRS
self -correction programs; the Plan; the Custodial Account; or as otherwise provided in this
agreement or agreed by the Employer, Service Provider and Custodian.
X. Custodial Account Distributions to Participants and Beneficiaries. Distributions to
participants and beneficiaries may be made only as permitted under the Plan and the Code and
subject to any limitations in Employer's agreement with Service Provider. Distributions from
Participant Accounts must also comply with applicable distribution requirements under Code
Section 401(a)(9), which generally requires that distributions commence not later than the April 1 of
the year following the year the participant either attains age 72 (70'h if born before July 1, 1949) or
retires, whichever is later. It shall be the responsibility of the Employer, the Plan Administrator, or
an authorized designee to make determinations of eligibility for such distributions, comply with
applicable distribution requirements, and direct the Custodian accordingly. The Custodian shall
have no duty to inquire or investigate as to the validity of any such directions.
XI. Term of Agreement. This Custodial Agreement shall be coterminous with the Service
Provider Agreement and shall be subject to the same renewal and termination rights, requirements
and limitations described in the Service Provider Agreement. Employer shall notify Custodian in
writing of its intent to terminate the services of Service Provider not less than ninety (90) days in
advance of such termination. In such written notice, Employer shall identify the successor to the
Service Provider and to the Custodian, and Custodian shall resign effective as of the date of
termination of the Service Provider, without regard to any other provision of this Custodial
Agreement. If no successor custodian is designated, Employer shall be the successor to the
Custodian and shall amend its Plan to so provide, and shall take all necessary steps to so qualify.
XII. Taxes and Tax Reporting. Distributions shall be reported to participants and/or beneficiaries
and the IRS by the Custodian. In the event that a governmental taxing authority appropriately levies
a tax upon the Custodial Account, the Custodian may pay such tax out of the assets of the Custodial
Account.
XIII. Reports to Employer. Custodian shall provide periodic reports of aggregate Custodial
Account activity to Employer not less frequently than quarterly.
XIV. Employer's Duties. As a condition of Custodian's performance hereunder, Employer shall
remit to Custodian, or to a party designated by Custodian, in a timely manner and in a medium and
format that have been agreed to between the Employer and the Custodian, all information and
contributions that are reasonably necessary for the Custodian to perform its duties hereunder.
Custodian shall have no duty to allocate amounts to a Participant Account prior to the collection of
such amounts by the Custodian from the bank or other depository institution maintaining the
account of the Employer upon which any negotiable instrument for such contribution is or was
drawn. If Custodian makes investments for and/or allocates one or more contributions to
Participant Accounts in reliance upon one or more negotiable instruments issued by the Employer,
72677_001_NS_Custodial Agreement
and if any such negotiable instrument is dishonored or otherwise fails to be paid, the Custodian shall
be authorized to liquidate such investments and reverse such allocations to reflect the proper value
of the Participant Accounts. Employer agrees to indemnify the Custodian for any losses incurred by
Custodian from such dishonor or other failure of payment.
XV. Broker -Dealer Services. Enrollment services, investment education, purchases and sales of
variable Plan investments, and other registered broker -dealer services will be provided as described
in Employer's agreement with Service Provider and not by Custodian.
XVI. Participant Direction of Investment. To the extent permitted under the Plan, as determined
by the Employer, Custodian is directed to accept and follow investment directions received from
individual participants or beneficiaries, subject to any other limitations described in this Custodial
Agreement.
XVII. Assignment and Delegation. Custodian may assign or delegate certain of the administrative
or record keeping services described in this Custodial Agreement to be provided by third parties on
behalf of Custodian.
XVIII. Governing Law; Counterparts. Except where Federal laws would otherwise control, this
Custodial Agreement shall be governed by the laws of the State of Texas. Venue shall be in a court
of competent jurisdiction in Lubbock County, Texas. This Custodial Agreement shall be subject to
any applicable State, county or local deferred compensation rules and regulations. This Custodial
Agreement may be executed in any number of counterparts, each of which shall be considered an
original of this Custodial Agreement.
XIX. Acts or Omissions of Other Parties. Neither Custodian nor its affiliates, successors or
assigns shall have any liability, duty or other obligation with respect to actions or omissions
(including incomplete or incorrect data provided to Custodian) of the Employer, the Plan
Administrator, or other authorized Plan representative, or of any concurrent or predecessor trustee,
custodian, or other investment or service provider.
XX. Notice. Notice to either party shall be provided in writing as follows:
To Employer:
Attn: W. Jarrett Atkinson
City Manager
City of Lubbock, Texas
1314 Avenue K
Lubbock, TX 79401
To Custodian:
Attn: Robert Rossiter
President and CEO
AIG Federal Savings Bank
503 Carr Road, Suite 130
Wilmington, DE 19809-2800
XXI. Release of Information. Where necessary to the proper administration of Employer's Plan,
the Custodian may release information to the Employer or a governmental agency examining the
Employer's Plan.
72677_001 _NS_Custodial Agreement
XXII. Representations and Warranties. Employer and Custodian each represent and warrant to
the other as follows:
a. Each is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and, in the case of AIG Federal Savings Bank, the laws of the United
States;
b. Each is not a party to or subject to any charter, by-law, agreement, law, rule, regulation,
judgment or decree of any kind that would prevent performance of the terms and conditions of this
Custodial Agreement;
c. Each has full power and authority to execute and deliver this Custodial Agreement and
to consummate and perform the transactions contemplated hereby;
d. This Custodial Agreement has been duly authorized, executed and delivered by
Employer and Custodian and constitutes the legal, valid and binding obligation of each, enforceable
against each in accordance with its terms; and
e. (Check applicable provision below; if neither checked, paragraph 1. shall apply):
1. (Only individual executing this agreement authorized to act with respect to
the Custodial Account). Employer has invested the fullest authority at all times in the individual
executing this Custodial Agreement, which individual is empowered by resolution and applicable
law to execute any documents that Custodian requires relevant to the opening or maintaining of the
Custodial Account for the Plan and to take any and all action deemed to be proper in connection
with the Custodial Account, including, but not limited to, authority to give written or oral
instructions to Custodian with respect to Custodial Account transactions; or
2. (Individuals other than individual executing this agreement authorized to
act with respect to the Custodial Account). Employer has invested the fullest authority at all times
in the individuals named and whose signatures appear in Appendix B, which individuals are
empowered by resolution and applicable law to execute any documents that Custodian requires
relevant to the opening or maintaining of a Custodial Account for the Plan and to take any and all
action deemed by any of them to be proper in connection with the Custodial Account, including, but
not limited to, authority to give written or oral instructions to Custodian with respect to Custodial
Account transactions.
Said powers and authority granted shall continue fully effective until receipt by
Custodian of written notice of change or revision thereof. Employer will certify to Custodian
promptly, when and as made, any change in the individual(s) or powers of said individual(s) hereby
authorized and such modifications when received by Custodian shall be adequate both to terminate
the powers of the individual(s) theretofore authorized and to empower the individual(s) thereby
substituted. The Custodian shall be entitled to rely on and shall be fully protected in acting upon
directions, instructions and any information provided by the individual(s) until a notice described in
this paragraph is received.
XXIII. Entire Agreement. Executed by the authorized representatives of the parties, this
Custodial Agreement together with the referenced exhibits and attachments constitutes the entire
intent of the parties to this Custodial Agreement and supersedes all prior agreements and
72677001 _ NS__Custodial Agreement
understandings, both written and oral, between the parties with respect to the subject matter of this
Custodial Agreement.
XXIV. Amendment. This Custodial Agreement may be amended with the written consent of
Employer and Custodian. Custodian may unilaterally amend this Custodial Agreement if it is
deemed advisable to do so in order to conform the Custodial Agreement to applicable laws and
regulations.
Signature of thorized representative of Employer:
Daniel M. Pope
Print name of authorized representative of Employer
August 24, 2021
Date:
Appointment of AIG Federal Savings Bank as non -discretionary directed custodian accepted by
1
of AIG Federal Savings Bank
Date: r/ 1 " ! 1 1 X
1(2
APPROVED
AS TO CONTRACT COMPLIANCE
LAW SERVICES
con0002257
CONTROL NO.
7/8/2021 1 3:23 PM CDT
DATE
SIGNED ( !
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72677001_NS__Custodial Agreement 7
Appendix A
To
Custodial Agreement
Effective November 1, 2021
Available Investment Options
AIG Retirement Services* receives 12b-1 fees and recordkeeping fees from mutual funds or their affiliates as
shown below for administrative and shareholder services. The 12b-1 fees and recordkeeping fees received
from the fund families will be deposited into Participant Accounts as described in the Service Provider
Agreement.
Amounts Paid to
AIG Retirement
Services from
Fund Family
Fund Name
Asset Category
Ticker
Symbol
or CUSIP
Number
12b-1
Fees
%
Record
keeping /
Admin
Fees
1
DFA Inflation -Protected Securities I
Inflation -Protected Bond
DIPSX
0.000
0.000
2
Franklin Small Cap Value R6
Small Value
FRCSX
0.000
0.000
3
Lord Abbett Developing Growth R6
Small Growth
LADVX
0.000
0.000
4
VALIC Company I Intl Scily Rs nb
Foreign Large Blend
VCSOX
0.000
0.000
5
VALIC Company I U.S. Socially Rs nb*
Large Blend
VSRDX
0.000
0.000
6
Vanguard 500 Index Admiral
Large Blend
VFIAX
0.000
0.000
7
Vanguard Developed Markets Index Admiral
Foreign Large Blend
VTMGX
0.000
0.000
8
Vanguard Emerging Mkts Stock Idx Adm
Diversified Emerging Mkts
VEMAX
0.000
0.000
9
Vanguard Mid Cap Index Admiral
Mid -Cap Blend
VIMAX
0.000
0.000
10
Vanguard Small Cap Index Adm
Small Blend
VSMAX
0.000
0.000
11
Vanguard Target Retirement 2020 Inv'
Target -Date 2020
VTWNX
0.000
0.000
12
Vanguard Target Retirement 2025 Inv'
Taret-Date 2025
VTTVX
0.000
0.000
13
Vanguard Target Retirement 2030 Inv'
Target -Date 2030
VTHRX
0.000
0.000
14
Vanguard Target Retirement 2035 Inv'
Target -Date 2035
VTTHX
0.000
0.000
15
Vanguard Target Retirement 2040 Inv'
Target -Date 2040
VFORX
0.000
0.000
16
Vanguard Target Retirement 2045 Inv'
Target -Date 2045
VTIVX
0.000
0.000
17
Vanguard Target Retirement 2050 Inv'
Target -Date 2050
VFIFX
0.000
0.000
18
Vanguard Target Retirement 2055 Inv'
Target -Date 2055
VFFVX
0.000
0.000
19
Vanguard Target Retirement 2060 Inv'
Target -Date 2060+
VTTSX
0.000
0.000
20
Vanguard Target Retirement 2065 Inv'
Target -Date 2060+
VLXVX
0.000
0.000
21
Vanguard Target Retirement Income Inv'•2
Target -Date Retirement
VTIVX
0.000
0.000
22
Vanguard Total Bond Market Index Adm
Intermediate Core Bond
VBTLX
0.000
0.000
23
Vanguard US Growth AdmiralTM
Large Growth
VWUAX
0.000
0.000
24
Vanguard Windsorrm II AdmiralTM
Large Value
VWNAX
0.000
0.000
25
Western Asset Core Plus Bond IS
Intermediate Core -Plus Bond
WAPSX
0.000
0.000
26
Schwab PCRA
SPCRA
0.0001
0.000
27
Fixed -Interest Option'
0.000
0.000
72677001 __NS_Custodial Agreement
'AIG Retirement Services represents AIG member companies - The Variable Annuity Life Insurance Company
(VALIC) and its subsidiaries VALIC Financial Advisors, Inc. (VFA) and VALIC Retirement Services Company
(VRSCO). All are members of American International Group, Inc. (AIG).
Funds that will be the default investment options for the Plan based on the table below. The default
investment options will be used for any contributions received on behalf of a participant who does not have
investment elections on file with Service Provider. To the extent that a participant's date of birth has not
been provided to Service Provider at the time an account is established, the participant's contributions will be
invested in the model below corresponding to an age of 99 years until the participant changes such
investment election.
Fund
Vanguard Target Retirement Income Inv
Vanguard Target Retirement 2020 Inv
Vanguard Target Retirement 2025 Inv
Vanguard Target Retirement 2030 Inv
Vanguard Target Retirement 2035 Inv
Vanguard Target Retirement 2040 Inv
Vanguard Target Retirement 2045 Inv
Vanguard Target Retirement 2050 Inv
Vanguard Target Retirement 2055 Inv
Vanguard Target Retirement 2060 Inv
Vanguard Target Retirement 2065 Inv
Ticker
Participant Date of Birth
VTINX
Before 1953
VTWNX
From 1953 through 1957
VTTVX
From 1958 through 1962
VTHRX
From 1963 through 1967
VTTHX
From 1968 through 1972
VFORX
From 1973 through 1977
VTIVX
From 1978 through 1982
VFIFX
From 1983 through 1987
VFFVX
From 1988 through 1992
VTTSX
From 1993 through 1997
VLXVX
After 1997
z In the event a fund selected by the Employer has closed due to fund -company action and the Employer or
its authorized Plan representative has not selected a new fund, for any contributions received on behalf of a
participant who is participating in such fund; and, where required for the current account balances in the
unavailable fund, Employer hereby directs Service Provider and Custodian to transfer such amounts to this
investment option.
3 The Fixed -Interest Option is an allocated annuity contract (policy form GFA-504) issued by The Variable
Annuity Life Insurance Company. In-service withdrawals from this investment option will be restricted to
20% (twenty percent) per contract year.
In the event a fund selected by the Employer has been merged with another fund due to fund -company action
and the Employer or its authorized Plan representative has not selected a new fund, for any contributions
received on behalf of a participant who is participating in such fund, and, where required for the current
account balances in the merged fund, Employer hereby directs Service Provider and Custodian to transfer
such amounts to the surviving fund of the fund merger.
72677001_ NS_Custodial Agreement
Appendix C
To
Custodial Agreement
Effective November 1, 2021
Personal Choice Retirement AccountTM (PCRA) Provisions
Notwithstanding any provision in this Custodial Agreement to the contrary, the following
provisions shall apply to the Personal Choice Retirement AccountTM (PCRA) investment option:
1. Agreements. Employer hereby acknowledges receipt and review by the Employer and/or
the Employer's legal counsel, as appropriate, of any and all relevant agreements governing the
PCRA accounts established with Charles Schwab & Company, Inc. ("Schwab"), a California
corporation, and accepts the terms thereof as consistent with the terms of the Plan. Employer
specifically accepts:
A. the terms of any Limited Power of Attorney that a participant may be required to
complete to establish a PCRA account;
B. any binding arbitration that may apply to any claims with respect to such a PCRA
account; and
C. for itself and for Plan participants, the monitoring by Schwab of any telephone
conversations with its customer service personnel.
2. Core Investments Minimum Balance Requirement. Prior to a participant's enrollment in
PCRA, a minimum balance of $5000 is required in the non-PCRA investments identified on
Appendix A ("Core Investments") in each of the participant's Plan contribution accounts. Once the
participant has met this minimum balance requirement, the participant can allocate up to 90% of
future contributions to each Plan contribution account to PCRA. The participant must continue to
maintain at all times the minimum balance of $5000 in the Core Investments in each of the Plan
contribution accounts. If the Core Investments balance in any Plan contribution account should
decrease to 10% or more below the minimum amount ("Threshold") referenced in this section for
fourteen (14) consecutive days, Service Provider will notify the participant that the minimum
balance is below the Threshold and that the participant should transfer all or a portion of the
participant's PCRA account balance to the Core Investments to restore the required minimum
balance. If no action is taken by the participant within forty (40) days of the date of the notice, then
Service Provider shall instruct Schwab to liquidate and transfer as described in paragraph 3(C),
below, the funds necessary to restore the Core Investments minimum balance requirement. If the
participant does not have sufficient funds in the PCRA account necessary to restore the Core
Investments minimum balance requirement, then all amounts in the PCRA account will be
liquidated and transferred. Existing participant contribution allocation instructions will remain
unchanged. Any PCRA account amounts transferred at the direction of the Service Provider will be
allocated to the Core Investments on a pro rata basis according to the allocations of the Plan
contribution account on the date of transfer.
72677_001_NS_Custodial Agreement I 1
Investments: Investment Selections/Direction.
A. After contributions are allocated to a PCRA account, they will be invested
exclusively in shares of mutual funds offered through a PCRA, and shall be subject to the
terms of the account agreement and any other agreement governing the PCRA. The
Employer hereby authorizes and directs Custodian to instruct Schwab to hold funds in non -
interest bearing accounts pending allocation to individual PCRA accounts, where necessary
under the PCRA. All contributions allocated to a PCRA account are first invested in a
money market fund. Subject to any limitation in the Plan, participants may transfer amounts
from the money market fund into other mutual funds available under their PCRA accounts.
Except for the authority reserved to the Custodian under this Custodial Agreement, or given
to the Employer under the Plan, if any, the participant will have all rights to direct the
investment of the PCRA account, according to the provisions and limitations imposed under
the PCRA, which will be provided to the participant in a separate document or set of
documents, and subject to any limitations in the Plan. Pursuant to an agreement between
Schwab and Custodian, certain mutual funds, listed in Appendix A, will not be available for
new investments under the PCRA. Any changes to that list, including additions of mutual
funds that will be unavailable for future investments, will be communicated to the Employer
and to participants in writing prior to the date the change is to be effective. If a fund is
excluded by the Employer, the Employer shall provide written notice to participants of its
exclusion prior to requesting its exclusion by the Service Provider.
B. Investments in any mutual fund within the PCRA will be subject to any investment
minimums and/or charges imposed by that mutual fund or within the PCRA.
C. The Service Provider will reallocate amounts from other funds in a PCRA account to
the money market fund, as necessary to effectuate any of the following to the extent not
being satisfied from other Plan Investment Options:
i. the payment of the participant account annual maintenance and
administrative service charges;
ii. the payment of benefits to an alternate payee under a Domestic Relations
Order;
iii. the payment of taxes pursuant to a levy by the Internal Revenue Service;
iv. the return of contributions as described in Sections VII and IX of this
Custodial Agreement;
V. transfer of funds to the Core Investments to restore the required minimum
balance; or
vi. any other distribution from the Custodial Account directed by the Employer
in conformity with the Plan and the Code.
72677. 001_ NS_Custodial Agreement 12
The Service Provider will reallocate any amounts pursuant to this paragraph in the following order:
first, from mutual funds that are not subject to transaction fee expenses at the time of the
transaction, or sales loads (Group 1); second, from mutual funds that are not subject to transaction
fee expenses at the time of the transactions, but are subject to sales loads (Group 2); and third, from
any remaining mutual funds in which the PCRA account is invested (Group 3). When reallocating
from the mutual funds within Group 1, Group 2, or Group 3, the Service Provider will request such
reallocations first from the mutual fund in the group that represented the greatest percentage of the
PCRA account value at the close of business on the previous day, and then from the mutual fund
that represented the next greatest percentage of the PCRA account value at the close of the previous
day, continuing until an amount that is not less than the amount required is transferred to the money
market fund. Participants who do not want transfers to be processed in this manner must ensure that
the value of the money market fund in their PCRA accounts is sufficient to process any of the
withdrawals described above.
4. PCRA Account Statements; Proxies; Other Rights. PCRA account statements will be
regularly provided to each participant directly by Schwab; and, except where inconsistent with the
Plan or the Code, Schwab will forward proxies and other rights accruing from the securities
purchased through a PCRA account to the participant at the address that the participant has provided
to Schwab.
5. Charges. In addition to the quarterly charge described in Section XI of the Service Provider
Agreement, the Service Provider will deduct on a basis not more frequently than quarterly an annual
charge in the amount of $50.00 from the money market fund in each participant's PCRA account
under the Plan. If a redemption of some or all of the mutual fund shares held under a PCRA
account is requested, either for a distribution or for a transfer to another investment provider, so that
the remaining PCRA account value for that participant would be less than the quarterly charge,
Service Provider may deduct the full quarterly charge at the time of such redemption. In lieu of
deducting any amount payable under this paragraph 4 from a participant's PCRA account, Service
Provider may, at its sole option, withdraw such amount from non-PCRA investments under a
Participant Account, in the same manner as described in Section XI of the Service Provider
Agreement.
6. Timing of Allocations to PCRA. Employer acknowledges and agrees that posting of
contributions to a PCRA account may occur subsequent to the posting of similar allocations to other
Plan Investment Options.
7. Notice of Errors in Reporting. The Employer, or other authorized representative of the
Plan, agrees on behalf of participants to the review of confirmations and/or statements within a
reasonable time after receipt thereof, and that participants shall notify the Custodian or Service
Provider of any errors discovered by the Employer or the participant within thirty (30) days after
such receipt, and the Employer, or other authorized representative of the Plan, authorizes the
Custodian and Service Provider to rely on the correctness of any transaction not identified to be in
error within such thirty (30) days.
72677_001 _ NS_Custodial Agreement 13
Appendix D
To
Custodial Agreement
Effective November 1, 2021
Schwab Personal Choice Retirement Account Application — Omnibus
72677_001 NS._Custodial Agreement 14