Contract Summary Page

CONTRACT SUMMARY PAGE

Contractor:______

State agency:State Employees’ Retirement System

Contracting Officer:Nicholas J. Maiale, Chairman

Authority:Act 81 of November 6, 1987

Specification:Request for Proposal for

Plan Administration Services

Project:Deferred Compensation Program

for Officials and Employees of

the Commonwealth of Pennsylvania

Nature of Contract:Plan administration services

Term:Four years, with an option for one additional year

Effective date:July 1, 2013

Cost to the Commonwealth:none

SUMMARY TABLE OF CONTENTS

AGREEMENT3

1. APPOINTMENT4

2. RESPONSIBILITIES AND SERVICES 4

3. SERS RESPONSIBILITIES8

4. COMPENSATION AND EXPENSE REIMBURSEMENT TO SERS9

5. GENERAL PROVISIONS9

6. TERM AND TERMINATION 15

7. MISCELLANEOUS15

EXECUTION17

EXHIBIT 118

EXHIBIT 225

EXHIBIT 329

EXHIBIT 433

EXHIBIT 5

AGREEMENT

THIS AGREEMENT, made as of this ______by and between the Commonwealth of Pennsylvania State Employees’ Retirement System(“SERS”), an agency of the Commonwealth of Pennsylvania (the “Commonwealth”), with its principal place of business located at 30 North Third Street, Suite 150, Harrisburg, Pennsylvania 17101-1716 and______(hereinafter referred to as “______”), with its principal place of business located at ______.

WITNESSETH

WHEREAS, SERS’ Board is empowered and authorized to implement and maintain a deferred compensation plan (the “Plan”) for Employees and Commonwealth Officers (collectively “Employees”) pursuant to 72 P.S. 4521.2 et seq. (the “Enabling Statute”); and

WHEREAS, SERS, desiring to contract for certain administrative, recordkeeping, enrollment, marketing and counseling services (collectively “Plan Administration Services”) to operate the Plan, has issued a “Request for Proposal for Plan Administration Services,” a copy of which is attached to this Agreement as ADDENDUM i; and

WHEREAS, ______,together with its affiliated and subsidiary corporations, is in the business of developing, administering, marketing, and servicing certain deferred income plans, including deferred compensation plans, pursuant to Section 457(b) of the Internal Revenue Code of 1986, as amended, and any applicable regulations thereto (collectively, the “Code”), for eligible employers and employees; and

WHEREAS, ______represents itself to be experienced and qualified to consult with SERS in administering the Plan and in providing the desired Plan Administration Services to the Commonwealth; and

WHEREAS, ______is capable of providing the desired Plan Administration Services; and

WHEREAS, SERS desires to engage ______as the Third Party Administrator for the Plan, and ______intends to provide such services according to the terms and provisions of this Agreement, the Communication Materials Operating Document attached as Exhibit 3, and the following ADDENDA, which are hereby incorporated by reference and made a part hereof:

ADDENDUM i - Request for Proposal;

ADDENDUM ii - Response to Proposal;

NOW THEREFORE, in consideration of the foregoing recitals which are incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the parties hereto agree as follows:

1. APPOINTMENT

1.01Appointment: SERS hereby appoints ______as the Third Party Administrator to perform the services stated in this Agreement regarding the Plan during the term of this Agreement.

1.02Services to be furnished: ______shall perform the Plan Administration Services as specifically set forth in this Agreement.

2. RESPONSIBILITIES AND SERVICES

2.01Plan document: ______has been provided with an opportunity to review SERS’ existing Plan document. ______shall provide appropriate personnel to assist SERS in reviewing the Plan document and assisting with any required approvals of the Plan from state and federal government agencies. ______also agrees to notify SERS of any known legislative or regulatory changes that may require the Plan document to be amended and to assist SERS in determining the scope of the necessary revisions. If requested by SERS, ______shall provide a copy of its model Code section 457(b) plan document and adoption agreement for their review. Should SERS choose to adopt the ______model plan document, ______agrees to provide the plan document and to amend it as necessary from time to time to comply with changes to the Code, regulations or other guidance issued by Treasury or the IRS at no additional charge.

2.02Rules and Regulations: At the direction of SERS, ______shall provide appropriate personnel to assist SERS in the review of rules and regulations in connection with the Plan and in the review and preparation of any changes to such rules and regulations.

2.03EnrollmentForm: ______shall provide a written Enrollment Form for use in connection with the Plan, which may be revised or amended from time to time upon mutual written consent of ______and SERS.

2.04Cooperation:______and SERS shall consult and act cooperatively in coordinating the Plan Administration Services activities provided in this Agreement.

2.05Categories of Services Provided: Services to be provided are separated into two categories: Plan Marketing and Plan Administration and Recordkeeping. The specific duties under each category include, but are not necessarily limited to the following:

I.PLAN MARKETING SERVICES

A.Promotional Materials:______shall prepare and submit for approval by SERS drafts of descriptive literature, communications material, and other written and visual aids as described in Exhibit 3 (“Communication Materials”). Such Promotional Materialsshall contain only such references to ______or its affiliated or subsidiary corporations as may be necessary to preserve copyrights and trademarks and for ______(or any affiliated or subsidiary corporation) to comply with its obligations under applicable insurance or securities law, including but not limited to the National Association of Securities Dealers, Inc. The following statement may appear at the end of a publication in italic type: “This material was published by ______under its agreement with the Commonwealth of Pennsylvania State Employees’ Retirement System.” Updated Promotional Materials shall be available within forty-five (45) days after SERS’ notification to ______after a change to applicable Code sections or associated federal regulations, as necessary, unless the change requires or prohibits specified actions by Participants or Beneficiaries as of its effective date, in which case updated Promotional Materials shall be available as of the effective date of the change. Failure to comply with the requirements of the previous sentence shall result in ______’s obligation to pay SERS $250 for each day ______is not in compliance.

B.Communication to all Employees:______and SERS shall use reasonable, best efforts to present the Plan to all eligible Employees.

C.Completion and distribution of paperwork:______representatives shall assist in the proper completion of all forms, applications, and other paperwork necessary for participation in the Plan.

D.Participant service responsibilities:______shall have ongoing Participant service responsibilities, including but not limited to calculating and monitoring the Participant’s Plan deferral limitation in accordance with the Code, explaining the provisions of investment contracts used under the Plan, assisting Participants in reconciling and clarifying account discrepancies, and providing information (to the extent and in the manner contemplated by this Agreement) to explain the Plan’s rules and procedures.

E.Toll-free telephone:______shall provide toll-free telephone services for Participants to reach either their principal place of business or their local service center in the Harrisburg area. ______will provide this service with one toll free number for the convenience of Participants.

F.Day-to-day service:______shall maintain mutually agreeable and appropriate service representatives capable to handle the day-to-day requests of participating Employees as referenced in Addendum ii. ______agrees to provide two (2) full-time Administrative Personnel and eight (8) Account Executives dedicated exclusively to the Plan. One (1) Regional Director will be assigned to oversee the Plan services and spend at least 80% of business time dedicated to such.

1. Only Plan investments:______shall present to eligible Employees only Plan investments specifically approved by SERS for use in connection with the Plan. In no event shall ______solicit or market any other investment product to participating or eligible Employees.

H.Licensed representatives:______shall provide service representatives, who are duly licensed to sell securities and insurance products under applicable law and trained to service the Plan, to explain the Plan and to enroll Employees who desire to participate in the Plan. Service representatives are strictly forbidden from marketing or otherwise soliciting any investment or service other than Plan investments or services and from transacting any other business with Employees beyond the duties specified herein. Any breach of this subsection H shall constitute just cause for termination of the Agreement.

I.Distributions to conform to Plan:______shall, upon request, provide timely assistance to Participants, Alternate Payees or Beneficiaries. Such assistance shall include, without limitation, a description of the various payout options available under the Plan and completion of the Distribution form. ______will inform Participants, Alternate Payees or Beneficiaries of the importance of selecting a payment option that conforms to the provisions of the Plan, including, without limitation, the minimum Distributions requirements of the Code sections 401(a)(9) and 457(d) in effect at the time of the Distribution, and the regulations and other guidance promulgated thereunder.

J.Prohibition against unsuitable enrollments:______representatives must fairly explain the Plan, and in doing so will disclose any information that the Employee reasonably requests to make his/her own decisions concerning whether or not to participate under the Plan, and what (if any) Contributions to make under the Plan.

______shall provide to SERS a monthly report including the number of new Participants and the number of Participants that increased and decreased their Contributions. To monitor against any unsuitable enrollment, ______will provide to SERS a monthly report of all decreasing deferrals, suspensions and Unforeseeable Emergency claims that occur. As to suspensions, the report will state the reason for each suspension if the participant disclosed the reason to ______. As to Unforeseeable Emergency claims, the report will state the reason for each denied claim. Regarding Participants’ decreasing deferrals to the Plan, ______and SERS will coordinate their efforts to obtain additional information from those Participants.

II.PLAN ADMINISTRATION AND RECORD KEEPING SERVICES

1. Contributions processing services:______shall provide Contributions processing services for the Commonwealth (including each payroll center) for Contributions made under the Plan. Such services shall include reconciliation and disbursement instructions as reflected in Addendum ii. Contributions under the Plan shall be credited by ______only when reported to it by the Commonwealth, together with the names and Social Security Numbers, or other approved and agreed upon designations, of the Employees for whose accounts the Contributions are made and the amounts contributed. The Plan will provide for a default investment option should Contributions be received without a completed application having been received by ______’s Home Office. Such option will initially be the Short-Term Money Market Fund. SERS will notify ______of any change to the default selection.

B.Proper handling of funds:______shall not receive or handle any funds under the Plan and will not be responsible for cancelled trades due to lack of settlement.

C.Investment managers’ records:______will assist with any actions as may be necessary to ensure that each investment manager maintains proper group account records for all funds of the Plan in a format acceptable to ______and to SERS. ______shall promptly notify SERS, if known, of the failure by any investment manager to conform to this requirement.

D.______data processing capability:______shall use such electronic data processing systems and computer programs and equipment as is necessary to carry out the recordkeeping and reporting requirements of the Plan in a manner that is satisfactory to SERS.

E.Website Access: ______will make available its secured website system. ______will establish an appropriate number of secure login identifications for access by SERS, via a secure internet connection, for the purposes of obtaining information pertaining to the Plan and Participants and their accounts.

F.Statements:______shall send each Participant, no later than twenty (20) business days after the close of each period, a statement of account on a calendar quarterly basis or within ten (10) business days after the final investment provider provides the necessary information for valuation, if later.

Participant statements are to be mailed to each Participant’s last known home address as provided by the Participant and/or prior recordkeeper, unless Participant chooses to have such statements sent in electronic format. Additionally, each new Participant will receive a confirmation of the initial indicative data for Participant account establishment, transfers (including dollar cost averaging and rebalancing), allocation changes, Contribution changes if applicable and indicative data (including name and Beneficiary changes). Participants will also have access to their account activity via a voice response system and a web-site to be provided by ______for the purpose of obtaining account information. Should notification of any errors on a Participant’s statement be received at ______’s home office within ninety (90) days after the statement date, such error(s) identified and made within the previous statement period will be corrected on a retroactive basis. However, should errors not be identified within ninety (90) days of the statement date, or the errors have been made by the Participant, Commonwealth or other third party, the error(s) will be corrected, but not made effective retroactively.

G. Unforeseeable Emergency determinations: SERS affirms that ______is and shall remain the sole recordkeeper for the Plan during the term of this Agreement. SERS agrees to provide Participant information in a Payroll Data Interchange (“PDI”) file, including hire date, rehire date, termination date, address and birth date. If the Plan has a vesting schedule, SERS agrees to utilize ______’s vesting tracking service.

SERS instructs and authorizes ______to process, without SERS approval, all unforeseeable emergency requests (“requests”) received in good order and in a manner satisfactory to ______, due to an unforeseeable emergency as described below resulting in a severe financial hardship to the Participant that cannot be alleviated by any other means available to the Participant. SERS further instructs ______to rely, without further investigation or action by ______, on any and all representations made by a Participant in a request, including, but not limited to:

1.An illness or accident of the Participant, the Participant’s primary beneficiary, spouse or dependent (as defined in Internal Revenue Code §152, without regard to §152(b)(1), (b)(2) and (d)(1)(B));

2.Loss of the Participant’s property due to casualty;

3.The following extraordinary and unforeseeable circumstances if they arise as a result of events beyond the control of the Participant:

a.The imminent foreclosure of or eviction from the Participant’s primary residence;

b.The need to pay for medical expenses, including nonrefundable deductibles, as well as the cost of prescription drug medication; and

c.The need to pay for the funeral expenses of the Participant’s primary beneficiary, spouse or dependent (as defined in Internal Revenue Code §152, without regard to §152(b)(1), (b)(2) and (d)(1)(B)).

In the event that the Participant requests an excessive withdrawal amount, SERS instructs ______to refer such unforeseeable emergency request to SERS for further guidance. SERS further instructs that any unforeseeable emergency request pertaining to a beneficiary, the beneficiary must be designated thirty (30) days prior to the unforeseeable emergency event.

In the event of any changes to applicable law, ______may revise this authorization and instruction as necessary to comply with such change, without further notice to SERS. The authorization and instruction described in this Section shall remain in effect until revoked by either party.

SERS will make the determination with respect to any unforeseeable emergency distribution request that does not clearly fall within the guidelines set forth in this Section.

If an initial request that cannot be processed due to its failure to satisfy an unforeseeable emergency event and a participant requests a second review, SERS instructs ______to perform a second review. If the second review is deemed not in compliance to Section II.G (1), (2), (3) above, participant would be instructed to contact SERS if he or she wishes to appeal the determination. SERS, and not ______, shall be the arbitrator of all appeals.

______will provide a monthly summary report to SERS of all unforeseeable emergency requests processed.

H.Rollovers from other eligible Code section 457 plans, Code section401(a), 401(k) & 403(b) plans & IRAs: If the Plan(s) accepts pre-tax Rollovers from other eligible retirement Plans, including Individual Retirement Accounts or Annuities (hereinafter referred to as “IRAs”), beginning January 1, 2002 or thereafter, separate accounts will be maintained for Rollovers from eligible Code section 457 plans, Code section 401(a), 401(k) and 403(b) plans and IRAs. Other accounts may be established from time to time for Plan administration in accordance with applicable federal law and regulations.

SERS agrees that Rollovers will be administered according to the Rollover policy and the procedures established by the record keeper from time to time.

Amounts distributed from Rollover accounts will be tax reported pursuant to the federal laws in effect on the date of the Distribution.

I.Tax reporting: ______shall timely process all required year-end tax reports for Participants, Alternate Payees and Beneficiaries, including tax forms, as instructed by SERS as payor.

J.Plan Approved Domestic Relations Order (PADRO) determinations: SERS hereby instructs ______to receive and review all domestic relations orders submitted by a Participant or Participant’s spouse, former spouse or dependent. SERS hereby approves, without further action, and instructs ______to treat all domestic relations orders as plan approved, if they are similar in all material respects to the Plan’s pre-approved model PADRO attached hereto as Exhibit 4, as amended from time to time, and created in conjunction with ______, and which may be modified in writing from time to time in SERS’ sole discretion which is mutually agreeable to ______. ______shall be solely responsible for processing of all such domestic relations orders, without SERS’ signature.

______is hereby instructed to process distribution requests received in good order and in a manner acceptable to ______from Alternate Payee accounts established before or after the effective date of this Agreement and the prior Agreement effective August 1, 2003, without SERS’ signature. ______is hereby instructed to reject any domestic relations order that is not materially similar to the Plan’spre-approved modelPADRO attached hereto as Exhibit 4, as amended from time to time. ______is further instructed to calculate any Alternate Payee’s PADRO amount based solely on the Participant’s account records on ______’s recordkeeping system, and to reject any PADRO that specifies a valuation date prior to the date ______began providing recordkeeping services to the Plan. Unless otherwise specified in the PADRO, the Alternate Payee’s awarded share shall be allocated on a pro-rata basis from all of the accounts and/or investments maintained in core investments under the Plan to which the order applies. If the Alternate Payee’s awarded share exceeds the value of the Participant’s core investment account(s) under the Plan to which the order applies, ______shall notify the Participant in writing to liquidate and transfer the necessary remaining sum from the Self-directed Brokerage (“SDB”) into the core investment options to enable the implementation of the PADRO. If the Participant fails to transfer the necessary amount within 15 business days of the date of the notification letter,______is instructed to notify the SDB provider to liquidate, on a pro-rata basis, the Participant’s SDB investments necessary to satisfy the PADRO, and then transfer such amount into the core investment account(s).