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HomeMy WebLinkAbout31991for-: AGREEMENT NO. 09-531-2 Second Amendment to Agreement No. 09-531 with BlackRock Institutional Trust Company, N.A. to change the share classes of collective investment funds provided by BlackRock Institutional Trust Company, N.A. to County of Fresno 457(b) Deferred Compensation Plan participants. REVIEWED & RECOMMENDED FOR APPROVAL Be~~ Director of Personnel Services APPROVED AS TO LEGAL FORM JR~~ Daniel Cederberg County Counsel Prop rietary and Confidential County of Fresno 457(b) Deferred Compensation Plan Second Amendment to Investment Management and Custody Agreement This Second Amendment to Investment Management and Custody Agreement (the "Second Amendment") is made as of January 13, 2015 by and between BlackRock Institutional Trust Company , N.A. (the "Manager") and the Chair of the County of Fresno Board of Supervisors (the "Trustee "), trustee of the County of Fresno 457(b) Deferred Compensation Plan (the "Plan "). Capitalized terms used herein and not defined shall be given their mean i ngs as so defined in the Agreement (as defined below). WHEREAS , the Trustee and the Manager are party to an Investment Management Agreement , AGT # 09-531 , dated October 6, 2009 (the "Agreement"); WHEREAS , the Trustee and the Manager entered into a First Amendment of the Agreement on July 9, 2013 ; WHEREAS, the Trustee and the Manager wish to supersede and replace any other Guideline and Fee Agreements with respect to the Plan 's assets managed pursuant to the Agreement with those set forth in this Second Amendment ; and WHEREAS , the Trustee and the Manager wish to amend certa i n terms and conditions of the Agreement. NOW, THEREFORE , the Trustee and the Manager agree as follows : 1. Amendments to the Agreement. (a) Appendix B to the Agreement is hereby deleted in its entirety and replaced with the Appendix B attached hereto . (b) Appendix C to the Agreement is hereby deleted in its entirety and replaced with the Appendix C attached hereto . 2 . Full Force and Effect. Except as expressly set forth above , all other terms and provisions of the Agreement shall remain in full force and effect. Proprietary and Confident ial 2 3. Representations and Warranties . The Trustee represents and warrants that the representations and warranties contained in Section 6 , 13 and 15 of the Agreement are still true and correct in all material aspects . 4 . Severability . If any provision of this Second Amendment is held to be inva lid or unenforceable, such invalidity or unenforceability shall not affect any other provision , and this Second Amendment shall be construed and enforced as if such provision had not been included . 5. Governing Law . The valid ity of this Second Amendment and the construction of its terms shall be administered and construed according to the laws of the State of California , except as preempted by ERISA or other laws of the United States . (The rest of this page is intentionally left blank .) Proprietary and Confidential 3 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their respective officers thereto duly authorized as of the day and year first above written . Chair of the County of Fresno Board of Supervisors By lhlwJ(L ~~ fufu ~~n Name Title BlackRock Institutional Trust Company, N.A. By Name Title ATTEST: BERNICE E . SEIDEL , Clerk Board of Supervisors By ~S~ e;sb 3f Deput Appendix 8 Guidelines Proprietary and Confidential 4 To expand on Section Two of the Agreement, the Trustee has determined that , pursuant to the Plan's investment policies and objectives , the Plan's investment needs can best be met by investing a portion of its assets in the following collective investment funds (the "Available Collective Funds "): Equity Index Fund M Mid Capitalization Equity Index Fund M Russell 2000® Index Fund M U.S. Debt Index Fund W EAFE Equity Index Fund T Each Available Collective Fund engages in securities lending and will pay to the Manager a separate securities lending fee as described in Appendix C . The investment guidelines for Available Collective Funds can be found in the Plan of BlackRock Institutional Trust Company , N.A. Investment Funds for Employee Benefit Trusts and the Schedule A thereto (collectively the "Plan Document"). The Manager shall notify the Trustee of material changes to the investment guidelines of the Available Collective Funds . A copy of the CTF Plan Document, which may be updated from time to time , may be accessed via the following website link : www.blackrockdocuments .com . The Trustee has received an email containing a login ID and password to access the above website . In the event of Plan (non-partic ipant) directed activity into or out of the Available Collective Funds , the Trustee will provide the Manage r with thirty (30) days advance notification in order to allow for coordination of order placement , trading and specification of settlement date . The Available Collective Funds may invest through one or more short term investment funds , including but not limited to the Short-Term Investment Fund , a short term investment fund established under the CTF Plan Document (each , a "STIF Fund"), used for a cash "sweep" vehicle to manage uninvested cash or, if an Available Collective Fund engages in securities lending , to reinvest and manage cash collateral assoc iated with securities loans . Additional information relat ing to the investment objectives, guidelines and risk management for the STIF Funds can be found in Proprietary and Confidential 5 "Short-Term Investment Funds Overview and Guidelines" (the "STIF Guidelines "). A copy of the STIF Guidelines , which may be updated from time to time , may be accessed via www. blackrockdocuments . com . (The rest of this page is intentionally left blank .) Proprietary and Confidential 6 Appendix C Fees This Appendix C will also serve as the fee schedule referred to in Section Eleven of the Agreement. The investment management fees to be applied to the investment by the Account in the collective investment funds ("Available Collective Funds ") as directed by the Trustee are as follows : Investment management fees. Net of fee A vail able Collective Funds : Equity Index Fund M Annual investment management fee rate : 1.5 basis points Mid Capitalization Equity Index Fund M Annual investment management fee rate : 2.5 basis points Russell 2000® Index Fund M Annual investment management fee rate : 4 .5 basis points U.S. Debt Index Fund W Annual investment management fee rate : 4.0 basis points EAFE Equity Index Fund T Annual investment management fee rate : 10 .0 basis points With respect to the net of fee Available Collective Funds listed above , investment management fees are accrued daily as a percentage of the net assets of a net of fee Available Collective Fund and are reflected in such Available Collective Fund 's unit value . Securities lending fees. The lend ing Available Collective Fund and the Manager will each receive 50 % of the net income earned from securities lending transactions . If a loan is collateralized with cash , net income is determined by calculating the return received by a lending Available Collective Fund 's investment of cash collateral posted for securities loans in the applicable STIF Fund used to manage cash collateral , net of borrower rebate fees. If a loan is collateralized with assets other than Proprietary and Confidential 7 cash , net income equals the loan fee negotiated with the borrower. The net income from securities lending divided between the lending Available Collective Fund and the Manager is also net of cash collateral management fees paid to the Manager as described below and the other expenses of the STIF Funds used to manage cash collateral. The Manager bears all operational costs directly related to securities lending transactions from its share of net income . The Plan 's portion of lending revenue is retained by the lending Available Collective Fund and invested in accordance with the relevant Available Collective Fund guidel ines . STIF Funds used to manage cash collateral associated with securities loans are subject to a management fee , payable to the Manager , accrued daily on the net assets of such fund at either (a) an annual rate of 0 .050%, or (b) an annual rate of 0.056 %, if such fund may engage in "synthetic" transactions . "Synthetic " transactions are further described in the STIF Guidelines . Administrative expenses . Each of the Available Collective Funds is subject to administrative expenses , including, but not limited to accounting , custody and audit fees . The administrative expenses are accrued daily against the Available Collective Fund, which results in an adjustment in the Available Collective Fund 's unit value to reflect such expenses accrued . The administrative expenses for each Available Collective Fund are capped at 2 basis points (0 .02%) per year . This Appendix C shall also serve as standing authorizat ion for the Manager to accept investment direction from the Trustee 's account representatives at Nationwide Financial Services, Inc . (the "Representatives "). Such directions as the Manager may receive from the Representatives shall be subject to the Plan 's overall investment strategy and may include purchase and sale directives , wire instructions , and such other instructions as may be necessary or appropriate to manage the account. This authorization shall continue until revoked in writing by the Trustee or the Manager. The Trustee acknowledges that it has received and reviewed the description of the Manager's cross trading program in Managing ERISA Assets. The Trustee hereby authorizes participation in the Manager's cross-trading program in accordance with PTE 2002 -12 and the performance by the Manager of any act necessary or proper to enable it to purchase or sell securities to another account or fund managed by the Manager or its affiliates at prevailing market levels in accordance with applicable law , including PTE 2002-12 , and the Manager's cross -trading policies and procedures .