UNIVERSITY OF MASSACHUSETTS REQUEST FOR PROPOSAL UNIVERSITY OF MASSACHUSETTS S U P P LE ME NTA L R E T IR E M EN T P LA NS R ECOR DK EEP E R S EARC H RFP# UP15-DF-0402 SUBMITTED BY THE UNIVERSITY OF MASSACHUSETTS PURCHASING DEPARTMENT, SHREWSBURY, MA 01545 SPONSORED BY THE UNIVERSITY OF MASSACHUSETTS PRESIDENT’S OFFICE 1 1.0 GENERAL INFORMATION 1.1 SUMMARY This RFP is being issued to request Proposals from qualified firms to provide retirement plan recordkeeping and support services (both plan level and participant level, including communication and education) to the supplemental Defined Contribution (DC) retirement plans of the University of Massachusetts (the “University”). The services (or “scope of services”) being requested via this RFP are more fully described in the proposal requirements identified in Section 6. The University intends to contract with a firm that has extensive experience, expertise and a proven track record working with governmental higher education clients with DC 403(b) and 401(a) plans that are not subject to ERISA. The University will make the award for retirement recordkeeping and support services to the firm whose experience, qualifications, resources, proposed fee, quality of services and quality of responses most closely match the needs of the University. The award criteria are fully described in Section 5. 1.2 UNIVERSITY SYSTEM The University is composed of six (6) distinct operating units, and each of their associated entities and offsite affiliates including: Amherst Campus Boston Campus Dartmouth Campus Lowell Campus President’s Office – Central Administration Worcester Campus The University’s five campuses and President’s Office are geographically dispersed throughout the state. Each campus possesses a unique and complementary mission. A single Board of Trustees composed of 19 voting members and 3 non-voting members governs the University. The President of the University oversees the five-campus system, and each campus has its own Chancellor. Additional information about the University of Massachusetts System is available through the University’s web site at http://www.massachusetts.edu/index.html. The University, a governmental, Non-ERISA employer currently sponsors and administers eight DC supplemental retirement plans in accordance with Code sections 403(b) and 401(a). Collectively, these plans have assets in excess of $800M, with about 50% of the assets in individually controlled annuity contracts and/or custodial accounts. The University System Human Resources Office serves as the Plan Administrator for four of these plans: the University’s Elective Deferral 403(b) Savings Plan; the University’s Executive Section 403(b) Plan; the University’s Executive 401(a) Retirement Plan; and the University’s 401(a) Retirement Gap Plan. The University’s Elective Deferral 403(b) Savings Plan is the largest of the plans with assets of approximately $715M. The University System Human Resources Office is also responsible for the administration of individual Executive 457(f) Deferred Compensation Agreements. 2 The University’s Medical School Campus Human Resources (HR) Office administers the remaining four plans: the University’s Medical School Executive Section 403(b) Plan; the University’s Medical School Clinical Faculty 403(b) Plan; the University’s Medical School Dual Employed Faculty 403(b) Plan; and the University’s Worcester 401(a) Plan. As outlined below, all but one of the University’s Plans are currently multi-provider plans and each offers a large number of investment choices. In general, there are currently three categories of Providers under the University’s Plans: Contract Providers; Legacy Providers; and Former Providers. Contract Providers: These are the University’s primary plan providers and were selected through the University’s last competitive bid process, which was conducted over six years ago. The University’s Contract Providers currently receive contributions under the Plans, and they have entered into and operate under a Contract for Services with the University. In general, there are currently three Contract Providers under the University’s Plans: Fidelity; TIAA-CREF; and VALIC. New accounts (annuity contracts and/or custodial accounts) under the Plans can only be opened with one of the Contract Providers. Legacy Providers: These are the University’s grandfathered plan providers. Legacy Providers have issued Custodial Accounts and/or Annuity Contracts under the Plans in the past. They currently receive contributions under the plans, but only for a limited number of participants, and they do not currently hold a valid Contract for Services with the University. In general, there are currently three Legacy Providers under the University’s Plans: MetLife; Ameriprise; and Vanguard. New accounts cannot be opened with Legacy Providers. Former Providers: Providers that may have issued custodial accounts and/or annuity contracts under the Plans in the past; they no longer receive contributions under the Plans, and they do not currently hold a valid Contract for Services with the University. Former Providers are too numerous to name and are not identified in the information that is provided in this RFP. For example, the University’s Elective Deferral 403(b) Savings Plan has a list of approximately 50 Former Providers. The above information speaks in very general terms about the University’s Plans as a whole. The actual providers currently used by each separate University Plan are identified in the information that follows. PLANS ADMINISTERED BY THE UNIVERSITY SYSTEM HUMAN RESOURCES OFFICE (5) – ALL ASSETS AND CONTRIBUTIONS BELOW ARE ESTIMATED AS OF 12/31/14. 1. University of Massachusetts 403(b) Elective Deferral Savings Plan (Employee Funded) Date Plan Established: University records go back to 1968; first written plan document effective January 1, 2009. Investment Providers: Contract Providers: Fidelity Investments; TIAA-CREF; and VALIC. Legacy Providers: Ameriprise; MetLife; and Vanguard. Former Providers: Yes. Number of Participants with Account Balances (Contract Providers Only) as of December 31, 2014: 6491 Number of Participants Actively Contributing (Contract and Legacy Providers) as of December 31, 2014: 3975 Annual Contributions (Contract and Legacy Providers) based on Calendar Year 2014: $34,477,344 3 Total Assets (Contract Providers and Legacy Providers) estimated as of December 31, 2014: $715,213,828 TIAA-CREF: $378,602,593 Fidelity: $212,853,838 VALIC: $39,963,891 Vanguard: $54,363,595 MetLife: $18,310,242* Ameriprise: $11,119,669 *also includes assets from the Medical School 403(b) Plans Brief Description/Type of Plan: DC 403(b) elective deferral plan; governmental plan not subject to ERISA. 2. University of Massachusetts Executive Section 403(b) Plan (Employer Funded) Date Plan Established: Approximately 1993; first written plan document effective January 1, 2009. Investment Providers: Contract Providers: Fidelity Investments and TIAA-CREF. Legacy Providers: No longer making contributions to Legacy Providers. Former Providers: Yes. Number of Participants with Account Balances as of December 31, 2014: 24 Number of Active Participants in Calendar Year 2014: 5 Annual Contributions based on Calendar Year 2014: $189,110 Total Assets estimated as of December 31, 2014: $1,487,857 TIAA-CREF: $965,551 Fidelity: $522,306 Brief Description/Type of Plan: DC 403(b) plan; the plan provides for employer contributions only; governmental plan not subject to ERISA. 3. University of Massachusetts Executive 401(a) Retirement Plan (Employer Funded) Date Plan Established: Plan was created effective May 1, 2001. Investment Providers: Contract Providers: Fidelity Investments and TIAA-CREF. Legacy Provider: Vanguard. Former Providers: No. Number of Participants with Account Balances (Contract and Legacy Providers) as of December 31, 2014: 20 Number of Active Participants (Contract and Legacy Providers) in Calendar Year 2014: 7 Annual Contributions (Contract and Legacy Providers) based on Calendar Year 2014: $116,314 Total Assets (Contract and Legacy Providers) estimated as of December 31, 2014: $1,533,561 4 TIAA-CREF: $520,378 Fidelity: $596,035 Vanguard: $417,148 Brief Description/Type of Plan: This plan is a profit-sharing plan intended to be qualified under Code section 401(a). It is a DC plan that provides for employer contributions only; governmental plan not subject to ERISA. 4. University of Massachusetts 401(a) Retirement Gap Plan (Mandatory Employee and Employer Funded) Date Plan Established: Plan was created effective January 1, 2011. Investment Providers: Contract Providers: Fidelity Investments; TIAA-CREF; and VALIC. Legacy Providers: No. Former Providers: No. Number of Participants with Account Balances as of December 31, 2014: 61 Number of Active Participants in Calendar Year 2014: 56 Annual Contributions based on Calendar Year 2014: $340,861 Total Assets of Contract Providers estimated as of December 31, 2014: $877,711 TIAA-CREF: $397,339 Fidelity: $439,671 VALIC: $40,701 Brief Description/Type of Plan: This plan is a DC money purchase pension plan intended to be qualified under Code section 401(a); governmental plan not subject to ERISA. 5. Individual Executive 457(f) Deferred Compensation Agreements (Employer Funded) Investment Providers: Contract Providers: Fidelity Investments and TIAA-CREF. Legacy Providers: No. Former Providers: No. Number of Agreements in Place as of December 31, 2014: 12 (includes one account set up in 2014 to be funded in 2015) Annual Contributions based on Calendar Year 2014: $153,349 Total Assets estimated as of December 31, 2014: $362,846 TIAA-CREF: $75,495 Fidelity: $287,351 Brief Description/Type of Plan: It is intended that these Agreements shall constitute unfunded ineligible deferred compensation plans under Code section 457(f). 5 PLANS ADMINISTERED BY THE UNIVERSITY’S MEDICAL SCHOOL – WORCESTER CAMPUS HR OFFICE (4) – ALL ASSETS AND CONTRIBUTIONS BELOW ARE ESTIMATED AS OF 12/31/14. 1. University of Massachusetts Medical School Executive Section 403(b) Plan (Employer Funded) Date Plan Established: First written plan document effective January 1, 2009. Investment Providers: Contract Providers: Fidelity Investments; TIAA-CREF; and VALIC. Legacy Providers: MetLife and Vanguard. Former Providers: Yes. Brief Description/Type of Plan: DC 403(b) plan; the plan provides for employer contributions only; governmental plan not subject to ERISA. 2. University of Massachusetts Medical School Clinical Faculty 403(b) Plan (Employer Funded) Date Plan Established: First written plan document effective January 1, 2009. Investment Providers: Contract Providers: Fidelity Investments; TIAA-CREF; and VALIC. Legacy Providers: MetLife and Vanguard. Former Providers: Yes. Brief Description/Type of Plan: DC 403(b) plan; the plan provides for employer contributions only; governmental plan not subject to ERISA. 3. University of Massachusetts Medical School Dual Employed Faculty 403(b) Plan (Employer Funded) Date Plan Established: First written plan document effective January 1, 2009. Investment Providers: Contract Providers: Fidelity Investments; TIAA-CREF; and VALIC. Legacy Providers: MetLife and Vanguard. Former Providers: Yes. Brief Description/Type of Plan: DC 403(b) plan; the plan provides for employer contributions only; governmental plan not subject to ERISA. Combined Data for All Three Medical School Campus 403(b) Plans Number of Participants with Account Balances (Contract Providers Only) as of December 31, 2014: 1193 Number of Participants Actively Contributing (Contract and Legacy Providers) as of December 31, 2014: 727 Annual Contributions (Contract and Legacy Providers) based on Calendar Year 2014: $5,385,411 6 Total Assets (Contract and Legacy Providers) estimated as of December 31, 2014: $98,075,495 4. TIAA-CREF: $26,983,536 Fidelity: $66,107,053 VALIC: $1,239,973 Vanguard: $3,744,933 MetLife: Medical School assets are included and reported under the University of Massachusetts 403(b) Elective Deferral Savings Plan University of Massachusetts Worcester 401(a) Plan (Employer Funded) Date Plan Established: Plan was created effective December 12, 1999. Investment Providers: Contract Provider: Fidelity Investments. Legacy Providers: No. Former Providers: No. Number of Participants with Account Balances as of December 31, 2014: 1,074 Number of Active Participants as December 31, 2014: 701 Annual Contributions based on Calendar Year 2014estimated at: $4,054,134 Total Assets estimated as of December 31, 2014: $44,500,230 Brief Description/Type of Plan: This plan is a money purchase pension plan intended to be qualified under Code section 401(a). It is a DC plan that provides for employer contributions only; governmental plan not subject to ERISA. 2.0 INSTRUCTIONS TO BIDDERS 2.1 RFP SCHEDULE Event RFP Release Date Bidder Questions Due Respond to Bidder Questions UMass Amendment Deadline RFP Due Date Finalist Presentations Bid Award Date and time April 13, 2015 April 20, 2015, 5:00 p.m. EST April 27, 2015, 5:00 p.m. EST May 11, 2015 May 14, 2015, 2:00 p.m. EST June 18, 2015 June 29, 2015 (approximate) The University may change these dates at its sole discretion. 7 2.2 BID RESPONSE DEADLINE Proposals must be received via email only to procurement@umassp.edu on or before 2:00 p.m. EST, on May 14, 2015. The email subject line must read: “UP15-DF-0402 Proposal” and must have attached files, which contain the bidder’s response including completed forms. The University recommends sending the email with acknowledged receipt. It is the bidder’s responsibility to insure that its proposal is received in its entirety and without exception by the proposal closing date and time. Any proposal received after the date and time specified will not be accepted, read, or evaluated. The University will not be responsible for computer, server, internet or any technical problems, errors, delivery delays, or failures beyond its physical control. Bidders are advised to send their proposal responses prior to the proposal deadline to compensate for potential Internet routing delays in email transmission. 2.2.1 EMAIL RESPONSE – FILE SIZE LIMITATIONS The procurement@umassp.edu mailbox is capable of receiving emails up to 25 MB in size. If your response is larger than 25 MB, please split your response and send in 2 or more separate emails and indicate in the subject line that you are sending multiple emails, e.g., PROPOSAL 1 of 2. All emails containing your proposal response must be received prior to the proposal deadline. 2.3 QUESTIONS Bidders may submit written questions via email to procurement@umassp.edu on or before 5:00 p.m. EST, on April 20, 2015. The email subject line must read: “UP15-DF-0402 QUESTIONS”. The University will compile all questions and email responses to all known bidders by 5:00 p.m. EST on April 27, 2015. Response to questions will also be posted on the University’s website at the following location: http://www.massachusetts.edu/purchasing/openbids.html. No telephone calls will be entertained. Prospective bidders are prohibited from obtaining information about this proposal from any University personnel. Inquiries received after the specified date and time will not be accepted. 2.4 AMENDMENTS TO REQUEST FOR PROPOSAL Answers to bidder questions and other changes to the RFP document will be emailed to all known bidders and posted on the University’s website at the following location: http://www.massachusetts.edu/purchasing/openbids.html. 2.5 CONTACT INFORMATION Except as may be noted otherwise herein, the issuing office and sole contact for the coordination and dissemination of all information regarding this RFP is: Deborah Fisher, Procurement Services Manager University of Massachusetts President’s Office 333 South Street, Suite 450 Shrewsbury, MA 01545 Email: dfisher@umassp.edu 8 2.6 ACCEPT/REJECT PROPOSAL The University reserves the right to reject any or all proposals, wholly or in part; to waive technicalities, irregularities, and omissions; to make the award in a manner deemed to be in the best interest of the University; and to correct any award erroneously made as a result of a clerical error on the part of the University. 2.7 WITHDRAWAL OF PROPOSAL Proposal offers may be withdrawn at any time prior to the proposal receipt deadline date and time. Once the proposal receipt deadline has passed, all proposals become the property of the University. 2.8 PROPOSAL RESULTS Complete records of all proposals and awards are maintained in the University of Massachusetts President’s Office Purchasing Department. All proposal documents will be made available for public examination after the bid evaluation committee has completed its bid review, selection and award. 2.9 NO UNIVERSITY OBLIGATION The RFP in no manner obligates the University to the eventual purchase of any products or services described, implied, or which may be proposed, until confirmed by written agreement, and may be terminated by the University without penalty or obligation at any time prior to the signing of an agreement. 2.10 AUTHORIZED SIGNATURE The proposal offer shall be signed by an officer who is authorized to make such commitments for the bidder. Please complete bidder information in Section 8.0 – BIDDER INFORMATION AND SIGNATURE. 2.11 EXPENSES Expenses for developing and presenting proposals shall be the entire responsibility of the Bidder and shall not be chargeable to the University. All supporting documentation and manuals submitted with this proposal will become the property of the University unless requested by the Bidder, in writing, at the time of the submission, and agreed to, in writing, by the University. 3.0 UNIVERSITY TERMS AND CONDITIONS The terms and conditions that will apply to the submission of proposals, to the University’s evaluation of the proposal offers, and to the award of the contract should be reviewed carefully to ensure full responsiveness to the RFP. 3.1 PROPOSAL FORMAT All proposals shall be submitted as Best and Final Offers. Bidders will not be allowed to make material alterations to their proposal offers after the proposal opening. Each bidder shall include in their written offer all requirements, terms and conditions they may have, and shall not assume that an opportunity will exist to add such requirements, terms or conditions after the proposal opening. Bidder’s terms or conditions that are deemed unacceptable by the University may be the basis for the University’s rejection of the proposal. 9 3.2 PROPOSAL MATERIALS All materials submitted in response to the RFP shall become the property of the University upon submission and will be considered as part of this RFP. 3.3 MASSACHUSETTS PUBLIC RECORDS LAW Access to University records is made in accordance with the Massachusetts Public Records Law, M.G.L. c. 66, s. 10. All Bid Responses received are subject to M.G.L. c. 4, s. 7, ss. 26, and M.G.L. c. 66, s. 10 regarding public access to such documents. Statements or endorsements inconsistent with those statutes will be disregarded. The University will withhold the Responses or sections of Responses until such time that they have been opened. The University will make available the documents within those Responses only upon the finalization of those records. 3.4 RFP INTERPRETATION Interpretation of the wording of this document shall be the responsibility of the University and that interpretation shall be final. 3.5 ADDENDUM Any addendum issued to Bidders prior to the proposal opening date shall include an addendum acknowledgement section. Since all addenda shall become a part of the proposal, all addenda must be signed by an authorized Bidder representative and returned with the proposal. Failure to sign and return any and all addendum acknowledgements will be grounds for rejection of the proposal response. 3.6 PROPOSAL MODIFICATION Any exceptions/ additions/ alterations to the terms and conditions contained herein must be included in the bidder’s response. Failure to provide the required data to allow for evaluation of the bidder’s response to the RFP, or failure to follow and complete the RFP proposal format and accompanying documents will be grounds for rejecting the proposal offer. The University reserves the right to reject any proposals that alter the terms specified in the RFP. 3.7 CONFIDENTIALITY From the date of issuance of the RFP until the opening date, the Bidder must not make available or discuss its proposal, or any part thereof, with any employee or agent of the University. The Bidder is hereby warned that any part of its proposal or any other material marked as confidential, proprietary, or trade secret, can only be protected to the extent permitted by Commonwealth of Massachusetts laws. 3.8 PERIOD OF FIRM PROPOSAL All proposal offers must remain in effect for a minimum period of 180 days following the Proposal due date in order to allow for sufficient time for evaluation, approval, and issuance of award notice. The successful bidder’s offer will remain firm for the duration of any resulting award and extensions. 10 3.9 PRE-AWARD NEGOTIATIONS After the proposals are opened, but prior to award, the University may elect to conduct negotiations with the highest ranked proposal respondents for purposes of: Resolving minor differences and information Clarifying necessary details and responsibilities Emphasizing important issues and points Receiving assurances from respondents Selection may be made without further discussion, negotiations or bidder’s presentations; therefore, bidder shall offer the most favorable terms in response to this RFP. Bidder must demonstrate an understanding of the scope of service to be provided and the ability to accomplish the tasks set forth. Bidder shall include information that will enable the University to determine the bidder’s overall qualifications. The University reserves the right to request additional information or clarification on any matter included in the proposal response, to enable the University to arrive at the final award decision. 4.0 CONTRACT 4.1 CONTRACT TERM The contract will be for a three (3) year period beginning on about January 1, 2016, with the option to renew for two (2) additional 1 year renewal periods. The services and requirements of the contract shall begin at the discretion of the University. During renewal periods, unless specifically agreed upon by both parties, all Terms and Conditions will remain the same as the original term. 4.2 CONTRACT FORMAT The resulting University Award will incorporate the University of Massachusetts Contract Terms and Conditions, a sample copy of which is enclosed as Appendix A. This RFP, any addendum, and bidder’s response thereto, all additional agreements and stipulations, and the results of any final negotiations will constitute the final contract. The terms and conditions as contained in the Contract for Services shall take precedence over any conflicting terms. 4.3 CONTRACT MODIFICATIONS Any changes to the contract must be agreed to, in writing, by both parties prior to their execution. 4.4 CONTRACTOR ASSIGNMENT OF SUB-CONTRACT The Contractor shall not assign or in any way transfer in the Contract without prior written consent of the University, nor shall there be any subcontract of services without the prior written approval of the University. If subcontractors are used, delineate who the material subcontractors are and the nature of the relationship (e.g., security, courier, and system design). 4.5 CONFLICT OF INTEREST No officer or employee of the Commonwealth shall participate in any decision relating to the Contract which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is directly or indirectly interested. 11 5.0 EVALUATION CRITERIA The University will select the proposal that it considers to be in the best interest of the University, as per the evaluation criteria outlined below, along with the assigned weightings: Experience, qualifications and technology in providing the requested overlay recordkeeping administration services in a large system setting, such as the University of Massachusetts System (30%) Implementation and transition plan offering (20%) Communication, education and participant advice/guidance offering (20%) Proposed required recordkeeping expense fee (15%) References (5%) Presentation/Interview/overlay recordkeeping technology demonstration (10%) 6.0 PROPOSAL REQUIREMENTS 12 6.1 QUALIFICATIONS/EXPERIENCE I. Plan Information ………………………………………………………………………….14 II. Implementation and Transition…………………………………………………….15 III. Communication and Education…………………………………………………….16 IV. Administration and Recordkeeping………………………………………………19 V. Compliance………………………………………………………………………………….21 VI. Product Information ....................………………………………………….....…22 VII. Other Considerations……………………………………………………………………24 VIII. Expenses……………………………………………………………………………………… 25 IX. References……………………………………………………………………………………27 X. Appendix — Service Capabilities…………………………………………………..28 Confidential Information - ©2015 All Rights Reserved 13 PLAN INFORMATION The University currently has some investment offerings that they may wish to preserve in the future enhanced program. Since some of these offerings may not be available across different recordkeepers, the University is only considering proposals from recordkeepers that can offer an overlay recordkeeping service that supports an additional recordkeeper and synthesizes the dual offering to provide Plan participants with a uniform Plan experience, and the Plan Sponsor with a highly supported program from an administrative perspective. The University has elected to consolidate the existing assets of eliminated vendors and investment options to the overlay recordkeeper, where they have employer control of the assets. Mappable assets are as follows and estimated as of 12/31/2014: Fidelity: $325,019,137 TIAA-CREF: $41,604,420 Vanguard: $58,525,676 VALIC: $0.00 MetLife: $0.00 Ameriprise: $0.00 The University has elected to automatically continue existing salary deferral agreement amounts (subject to UMass legal review) to the overlay recordkeeper, estimated to be about $34 million. However, the University will seek that the selected overlay recordkeeper engage in a proactive campaign to encourage participants to update their salary deferral elections and select their ongoing investment choices. For participants who fail to make active elections, we would expect these participants be defaulted into a QDIA option (i.e., age-based target date fund). In addition, the University will seek that the selected overlay recordkeeper engage in a proactive campaign to encourage participants to consolidate their individually controlled assets, provided that it is in the participant’s best interest. Assets in individual accounts/contracts are estimated as follows and approximate as of 12/31/2014: Fidelity: $0.00 TIAA-CREF: $365,940,476 VALIC: $41,244,565 MetLife: $18,310,242 Ameriprise: $11,119,669 About 50 former providers (asset amounts unknown) In addition, the Plan Sponsor intends to pay permitted expenses for professional services in the amount of $115,000 per year. It is expected that a new vendor, if selected, will incorporate such a payment stream into its pricing model. This may be accomplished via the use of an expense reimbursement account or through a per participant fee. SERVICE CAPABILITIES The Plan Sponsor seeks prospective providers with a variety of capabilities and services to offer its clients. In the Appendix, there is a list of some specific capabilities that will be considered in the evaluation, along with the other services included in the questionnaire. Please review this section carefully. If your company is unable to deliver any of the Service Capabilities listed in the Appendix beginning on page 16, please provide a detailed explanation in your response. By responding to this RFP without any accompanying explanations, you are representing that you will provide all services listed in the Service Capabilities section, without exception. Any inability to provide the specific Service Capabilities will be noted in the analysis, and will be evaluated in the context of the priorities of the Plan Sponsor, along with the rest of the responses in your proposal. 14 IMPLEMENTATION AND TRANSITION The questions in this section should be answered from the position of the overlay recordkeeper. The Plan Sponsor requires a day for benefits training for their HR/Benefits staff (one-day multiple meetings). In addition, the Plan Sponsor requires 21 days of group meetings and 1-on-1 individual counseling meetings scheduled throughout the System. 1. Assuming a January 1, 2016 implementation date, please provide a timeline identifying all key action steps to be completed by you and the Plan Sponsor. 2. Please identify the resources that would be dedicated to this implementation and provide their experience and background. 3. Please identify a single administrative point of contact, and their backup who can serve as a contact to answer administrative needs as they arise thru the transition and ongoing. This person will be responsible for assisting the Plan Sponsor on any plan questions/concerns such as enrollment, salary reduction agreements, withdrawals, QDROs etc. 4. Please identify how you will benchmark and monitor results, success and trends during the implementation process and the steps you would be willing to take to improve results for such items as: - Re-enrollment of participants with terminated providers - Enrollment of those eligible, but not currently participating - Increase in salary deferral rates - Transfer of assets held in individual contracts (i.e., assets not subject to mapping by the Plan Sponsor) 5. Please propose your initial roll-out strategy, including communications, group meetings by location and initial 1-on-1 individual counseling meetings by location to support the transition. We expect that this change will require a number of employees to make new elections and new enrollments and view this as a great opportunity to engage those not currently participating. Please identify the resources that you are willing to commit to improve the Plan transition results for initiatives identified in Question 3 above, as well as other areas of your traditional focus during a transition such as this. 6. While the Plan sponsor is not subject to ERISA, they intend to follow ERISA as best practices for participant notices (i.e., fund changes, blackout notice requirement, QDIA, Plan changes). Please confirm that you will draft and deliver/mail these notices to all Plan participants providing at least 30 days and no more than 60 days notice of all changes. 15 COMMUNICATION & EDUCATION The questions in this section should be answered from the position of the overlay recordkeeper. The Plan Sponsor’s expectation is a coordinated approach to all such services across both recordkeeping platforms. 1. The Plan Sponsor initially requires 132 days of onsite 1-on-1 individual counseling meetings broken down as follows by campus location: a. Amherst: 48 days per year b. Boston: 18 days per year c. Central Administration (Shrewsbury and Boston/President’s Office): 12 days per year/6 each d. Dartmouth: 12 days per year e. Law School (Dartmouth): 4 days per year f. Lowell: 18 days per year g. Worcester: 12 days per year h. Worcester Satellites*: 8 days per year *Satellites are located in Worcester, Shrewsbury, Mattapan, and Charlestown. In addition, the Plan Sponsor is seeking annual group education meetings for each site to be delivered on one of the scheduled days of 1-on-1 individual counseling meetings. Would this impact your pricing? How would additional days of onsite participant education be priced? How would you support special projects in the future (i.e., significant Plan changes or significant revamp of an investment menu) with on-site group meetings and 1-on-1 individual counseling meetings? Are there any additional fees for this special project service? Please provide pricing both incorporated into your total required revenue and as a fee per day. What is your process to communicate the availability of 1-on-1 individual counseling meetings and group meetings? Can this be done without the involvement of the benefits staff? 2. The Plan currently has about $400 million in individual contracts that require the consent of the participant to transfer those assets. The Plan Sponsor’s goal is to ensure that these participants have an opportunity to review their accounts in the context of the newer Plan offerings. If and when it is in the best interest of Plan participants (i.e., no surrender charge/penalty), Plan participants should consider consolidating legacy assets to the new investment lineup. If you are the provider of those individual contracts, please outline the steps you would be willing to undertake to move those assets to an employer-controlled environment and provide specific examples and references of prior project success of similar size and scope. If you are not the current provider of these individual contracts, please outline the steps you would take to encourage employees to move these assets to your platform and provide examples and references of prior project success of similar size and scope. Under both situations please specify the follow-up projects that you would be willing to conduct on an annual basis. 3. What customization features do you provide for employee communication campaigns? Are there additional fees for customization? 4. Can you provide targeted communications to different groups of employees (e.g., participants over age 50; nonparticipants) with different messages? How do you track the effectiveness of your targeted communications? Are there any additional fees for these services? 16 5. While the Plan sponsor is not subject to ERISA, they intend to follow ERISA as best practices for participant notices (i.e., fund changes, blackout notice requirement, QDIA, Plan changes). Please confirm that you will draft and deliver/mail these notices to all Plan participants providing at least 30 days and no more than 60 days notice of all changes. 6. Does your company offer investment advice to Plan participants? If so, how is this advice communicated (i.e., onsite meetings, call center, website, mailed report)? What is the fee for this service? Is this a separate service from your managed account? If your firm does not provide advice outside of a managed account service, please confirm if your typical participant service is delivered in the form of guidance and provide an explanation of the service offering. 7. Can you provide investment advice on other recordkeepers’ assets that are not on your recordkeeping system (i.e., secondary provider’s investments)? If not, what is your process to consider these assets and have a full view of all participant Plan assets? 8. What is your fiduciary role in providing investment advice? 9. Can participants create on-demand, personalized statements via the website? Over what maximum time period can a participant create a personalized statement? 10. Does your website use “scraping” technology whereby data from other financial institutions can be integrated by providing password information for other providers? 11. Is a participant’s individual historic rate of investment return provided on his/her account statement? Are alternate investment/return models provided on the statement to encourage proper diversification? 12. Does the participant statement provide a projection of income in retirement? 13. Please identify the languages that you can support under each of the following scenarios and identify specifically how this is delivered: a. Telephone Center b. Onsite participant counseling and group meetings c. Website d. On-line chat e. Written materials The Plan Sponsor is most interested in identifying which of these services can be delivered by your employees vs. an outside service. Also please identify where these employees/services are located (i.e., domestic U.S. vs. non-U.S). 14. Please provide samples or descriptions of available group seminars, participant tools and resources. 17 15. Please describe your retiree support services that are available (i.e., products, counseling, locations). 16. Please provide samples of the following materials: a. Participant statement b. Enrollment kits c. Quarterly employer reports and customized communications described above (item 4) 18 ADMINISTRATION & RECORDKEEPING The questions in this section should be answered from the position of the overlay recordkeeper. The Plan Sponsor’s expectation is a coordinated approach to all such services across both recordkeeping platforms as well as incorporating other inactive legacy providers for loans and withdrawals. However, future loans and hardship withdrawals will be available only from the two active vendors (overlay recordkeeper and the retained secondary provider). 1. What is your procedure for the automated capture and aggregation of inactive vendor data (individual contract assets) in order to ensure that transactions such as loans or hardship distributions are fully compliant with 403(b)/401(k) regulations? Are there additional fees for either service? 2. With respect to your data aggregation services, what information is available to the phone representatives regarding the participants’ assets at the legacy vendors? What information is available to the Plan Sponsor through a report, or your website? Please only list services for which you have existing vendor agreement. 3. What information is required by the Plan Sponsor in order to take advantage of the full range of your outsourcing services? Please provide detail of all outsourcing services offered (i.e., on-line enrollment, default enrollment, automatic enrollment, auto escalation of salary deferrals, distributions). 4. What are the different frequencies over which investments can be rebalanced automatically through your website/toll-free service line (i.e., annually, quarterly, daily)? 5. Do you provide a service performance guarantee? If yes, please attach a sample agreement, which indicates what are the standards and how the performance guarantees are determined. In addition, include specifics of the penalties (i.e., monetary guarantees) for performance failures. 6. Do you provide automatic cash-out/rollover of small account balances? Explain how your procedure ensures efficient elimination of small account balances, and the extent to which the employer is involved in this process. Do you offer an IRA administration solution for balances between $1000 and $5000? 7. What is the average voluntary participation rate of the plans that you recordkeep? What is the average deferral rate of the participants who are deferring into plans that you recordkeep? Please provide this information for similar plans to those of the Plan Sponsor. 8. Can you receive participant beneficiary designations via paper form? Via on-line data entry? Can participants view their beneficiary elections on-line? Can you administer/capture beneficiary elections for the other provider (assuming that you are the overlay recordkeeper)? 9. Can you provide a report for the Plan Sponsor that lists the historic rate of return for each participant? 10. The Plan Sponsor does not intend to administer payroll deduction loans. What options are available for loan repayments for active participants other than payroll deductions? 19 11. Please confirm that you have experience coordinating data feeds with clients using a PeopleSoft payroll system and provide examples of some of the work you did and solutions you provided to implement a project such as this. 12. Please indicate other payroll systems that you have worked with besides PeopleSoft. 13. Can you accommodate both fixed dollar amounts and percentage elective deferrals? 14. If you are the overlay recordkeeper please provide your standard data feed requirement for all outsourcing services that you would need from the Plan Sponsor and from the secondary provider. Also confirm if you are willing and able to provide the same data to the overlay recordkeeper if you are retained as the secondary provider. 15. Please list any services currently offered that are not mentioned in this questionnaire that you believe would be of high value to the Plan Sponsor. 16. Will you provide addition IT resources to work with the Plan Sponsor’s IT staff as they develop and implement the programming requirements? 17. Please identify a single administrative point of contact, and their backup, who can serve as a contact to answer administrative needs as they arise. This person will be responsible for assisting the Plan Sponsor on any plan questions/concerns such as enrollment, salary reduction agreements, withdrawals, QDROs, etc. . 20 COMPLIANCE The questions in this section should be answered from the position of the overlay recordkeeper. The Plan Sponsor’s expectation is a coordinated approach to as many services as possible across both recordkeeping platforms as well as incorporating other inactive legacy providers where possible. 1. Does your Required Minimum Distribution process include automatic distribution (with no Plan Sponsor involvement) of the minimum required amount if the participant does not respond to your notifications? 2. As part of your full suite of outsourcing services, do you distribute legally required disclosure documents, such as universal availability and QDIA/auto-enrollment notices within the required timeframes to all Plan participants (including eligible employees without an account balance) and beneficiaries? Do you provide this for documents drafted by outside attorneys? Are there any additional fees for this service? 3. Please describe your process for administrative support of terminated employees, including but not limited to the mailing of distribution kits and the 402(f) Special Tax Notice. What data is required to provide these services? 4. Can you draft an individually designed plan document? If so, what is the fee for this service? 5. What changes to your services, if any, occur when a plan sponsor uses a plan document drafted by outside counsel? 6. Do you provide lost earning calculations, and what is the cost of this service? 21 PRODUCT INFORMATION The questions in this section should be answered from the position of the overlay recordkeeper. 1. Please provide the following information about your fixed account / stable value fund: Do you offer a fixed account / stable value investment account? If not, what will you offer in lieu of such an account? General Accounts a. Can you offer a product that is part of your company’s General Account? b. Is there a contractually guaranteed minimum interest rate for this account? If so, what is that guaranteed minimum interest rate? c. Will this minimum rate be guaranteed for the life of the contract? If not, what is the guarantee period? d. What is the current interest rate on new deposits? e. When does the current interest rate mature? f. When is a new interest rate established? g. What were the historic interest rates/annual returns on this account over each of the last five years? h. What are the provisions/restrictions for a participant to transfer assets from this account to other investment options within your fund lineup? i. What are the provisions/restrictions for a participant to withdraw assets from this account, either for distribution or to transfer to another provider? j. What are the provisions/restrictions for a plan sponsor to transfer assets from this account to an alternate provider at contract discontinuance? k. Can this product be recordkept by other recordkeepers? l. What are your company’s current financial strength ratings from AM Best, Fitch, Moody’s and S&P? Separate Accounts a. Can you offer a product that is part of a Separate Account? b. Is there a contractually guaranteed minimum interest rate for this account? If so, what is that guaranteed minimum interest rate? c. Will this minimum rate be guaranteed for the life of the contract? If not, what is the guarantee period? d. What is the current interest rate on new deposits? e. When does the current interest rate mature? f. When is a new interest rate established? g. What happens to the guarantee of current interest and/or guarantee of minimum interest for those assets if your company becomes insolvent? h. What were the historic interest rates/annual returns on this account over each of the last five years? i. What are the provisions/restrictions for a participant to transfer assets from this account to other investment options within your fund lineup? j. What are the provisions/restrictions for a participant to withdraw assets from this account, either for distribution or to transfer to another provider? k. What are the provisions/restrictions for a plan sponsor to transfer assets from this account to an alternate provider at contract discontinuance? l. Can this product be recordkept by other recordkeepers? m. What are your company’s current financial strength ratings from AM Best, Fitch, Moody’s and S&P? 22 PRODUCT INFORMATION 2. Do you offer a recordkeeping platform that allows for complete open architecture? What, if any, limitations do you have to offering any mutual funds? 3. Do you have any proprietary fund requirements for this Plan (including the fixed/stable value offering)? If so, please describe which proprietary funds must be included in the fund lineup. 4. The investment advisor and client will select the final investment lineup. Please confirm if you can add funds that may not currently be on your platform and the process and timing of such. 5. Does your company receive any override revenue sharing (or any other form of bonus compensation for the total volume of business generated) from any investment companies? 6. Does your company offer a managed account option? Please describe the product, including whether it employs proprietary software and confirm that it falls under a Registered Investment Advisory program. What is the fee for using this program? What impact does the dual recordkeeper have? 7. Does the managed account program meet the requirements to be considered a qualified default investment alternative (QDIA) under Pension Protection Act of 2006 and DOL guidelines? 8. Does your company offer a product that provides for lifetime income in retirement? If so, please provide a product description and any additional fees associated with this product. 23 OTHER CONSIDERATIONS The questions in this section should be answered from the position of the overlay recordkeeper. 1. Please identify the key differentiators that make you the best choice for the Plan Sponsor. 24 EXPENSES The questions in this section should be answered from the position of the overlay recordkeeper. It is expected that all Plans be priced uniformly as one relationship, and we will use one investment menu across all Plans listed in Section 1.2. 1. What is your required revenue as a percentage of assets and as a per-head fee for providing your proposed services for this Plan? What other Plan pricing options can you manage and what is the cost of each? Can you levelize the fee on a participant basis and how would that work? As described in the communication and education section, the Plan Sponsor requires 132 days of ongoing 1-on-1 individual counseling meetings. Please provide pricing that includes these days in your bundled cost and separately as a per-day cost. If the Plan Sponsor needs to adjust the number of days based upon demand (increase or decrease), please confirm the impact on Plan pricing and provide an example. The Plan Sponsor intends to retain a secondary provider to preserve the opportunity for Plan participants to continue with some widely-held investment options that meet the investment screens of the Plan Sponsor. If you are retained as the secondary provider, please confirm your required revenue as a percentage of assets and confirm if you are willing to recordkeep those proprietary investment options with no additional fee above the stated expense ratio. 2. For how long are these fees guaranteed? How long is your proposal pricing guaranteed (1/1/2016 planned implementation)? What happens to your pricing guarantee if the implementation is delayed? 3. Will fees be reduced as Plan assets increase? If so, please provide a schedule and projection for such fee reduction based on a five-year time horizon. 4. Does your pricing change if you include a Separate Account versus a General Account option for the fixed/ stable value investment? If so, please describe the difference. 5. Please describe any additional direct fees in detail including, but not limited to, the following: a. Set-up fee b. Annual participant fee c. Recordkeeping fee d. Administration fee e. Data aggregation fees (from inactive vendors) f. Document fees: prototype documents and outside attorney-drafted documents g. Loan administration and processing fees h. Distribution fees i. QDRO fees – fees to administer, fees to qualify j. Universal availability and QDIA notice distribution fees: prototype and outside-drafted documents k. Managed account fees l. Self-Directed brokerage account fees i. Participant level ii. Plan level 25 EXPENSES 6. As described under Plan Characteristics in the Plan Information section, the Plan intends to pay permitted expenses for professional services in the amount of $115,000 per year. How is this fee incorporated into your pricing model (e.g., paid out of excess revenue sharing, paid as a head charge or wrap fee)? Please incorporate this fee into the expense projection described in item 1) above, or otherwise account for this expense. Be specific as to how the fee will be identified if it is not a component of existing revenue sharing (e.g., added head charge, added wrap fee). 7. Do you provide expense reimbursement accounts (ERA) for the Plan Sponsor to use to pay qualifying Plan expenses? Assuming so, please confirm the below mechanics of those accounts. 8. How is this ERA account funded (revenue-sharing, seed money, other sources)? 9. How often and at what frequency are the assets allocated into this account? 10. What is the process for using funds in this account? Does the Plan Sponsor reach out to you to request a payment? Does a third party reach out to you for payment? Can a recurring automatic payment schedule be established? 11. To whom can payments from the ERA be made? Must they all be paid directly to the Plan Sponsor? Can payments be made directly to a third party? 12. The Plan Sponsor requires that the ERA account needs to be “zeroed out” at the end of each year and would expect to have any excess refunded to Plan participants based upon participant balances. Please discuss how you would reconcile this. 13. What documentation is provided to the Plan Sponsor with respect to the account value and any transactions? What is the timing of this documentation? 14. What documentation do you maintain to indicate the agreement surrounding the ERA provisions? 15. How do you assist the Plan Sponsor in preventing the use of the ERA for non-qualifying expenses? 16. What happens to the account if the Plan Sponsor changes vendors? 17. If at any time the account value greatly exceeds expenses, what actions do you take to help avoid a continuing large excess? 26 REFERENCES In section 7.0, please provide the names and contact information for three current overlay recordkeeping clients and any three former clients that have terminated/suspended services in the last 2 years whom we may contact as references. Please use references from employers as similar in size and scope as possible to that of the Plan Sponsor (including serving as the overlay recordkeeper). 27 APPENDIX — SERVICE CAPABILITIES As a potential provider of services, there are certain Service Capabilities that your organization may need to deliver. These Service Capabilities are listed below, broken down into different categories. Please confirm that your company can fulfill all of the following Service Capabilities. If your company is unable to deliver any of the Service Capabilities, please provide a detailed explanation in your response. PRODUCT INFORMATION 1. Availability of lifestyle funds or end-date retirement funds (i.e., “funds of funds” classified by risk tolerance or projected retirement year) 2. Availability of Roth 403(b)/401(k) recordkeeping services; Roth data consolidated with pre-tax data on a single participant statement 3. Ability to change investment allocations daily 4. Ability to transfer between investment options daily 5. Ability to provide bundled services for 403(b), 401(a), 401(k), 457(b) and 457(f) plans with mirror product and investment offerings 6. Ability to offer a self-directed brokerage account and the ability to limit the offerings of the account to permissible investments under the Plan 7. Ability to provide documentation as to the specific process to monitor the internal and external investment options offered in your proposed investment array ADMINISTRATION & RECORDKEEPING 8. Specific Plan provisions immediately available to the toll-free telephone service representatives 9. A minimum of 45 hours per week in which the toll-free service line is staffed by live representatives 10. Ability for participants to enroll, make deferral changes, and complete other Plan transactions such as loans and withdrawals, via the internet or toll-free service line 11. Ability to process contributions, loan repayments, loan requests, withdrawal requests and rollovers into the Plan within five business days of receipt. 12. 100% of participant statements mailed within 15 business days of quarter-end 13. Ability to provide complete outsourcing of the following internal administrative functions with no employer involvement: Enrollment and Deferral Elections Beneficiary Designations Vesting Withdrawals, including approval of Hardship distributions Loan requests/repayments Mailing of distribution kits to terminated participants Minimum required distributions 14. Ability to provide full servicing of Qualified Domestic Relations Orders (QDROs), including determination of qualified status 15. Capacity to provide customized “ad hoc” reports 16. Upon request, provide employer-level summary report that includes the following information: 28 ADMINISTRATION & RECORDKEEPING (CONT’D.) Percentage of employee participation Average employee contribution Employee investment allocation Average number of funds used per participant Current loans outstanding and all loan defaults Hardship distributions with distribution date on a rolling six-month basis Terminated participants who are age 70½ or older Inactive participants with balances under $1,000/$5,000 Terminated participants with remaining balances Drill down reports on the specific segments of the employee population (e.g., age, active, terminated) length of service) 17. Ability to track participants for required minimum distributions and to process such withdrawals 18. Plan Sponsor website that allows access to Plan-level records, participant-level records and report-generating capabilities 19. Loan administration that offers repayment via direct repayment 20. Ability to accept payroll data files from a third-party vendor 21. Existence of at least two fully redundant call centers in the event that one call center experiences an outage or other service disruption, and the ability to automatically reroute calls from one center to another in the event of a service disruption 22. Ability to modify voice scripts and website content within 24 hours in the event of service disruption 23. Disaster recovery testing that occurs at least annually 24. Daily account valuation; Plan and participant account reconciliation on a daily basis; daily access to account information, including balances, exchanges, loans, withdrawals and investment mix election, updated on a daily basis 25. Ability to accommodate multiple payroll remittance sources with differing payroll processing schedules (e.g., bi-weekly and semi-monthly) 26. Ability to maintain the split between pre-tax and after-tax contributions and to maintain participant’s cost basis for distribution purposes 27. Ability to maintain and store beneficiary designation forms for all Plans COMPLIANCE 28. Ability to administer an individually designed plan document for no additional fee 29. Universal availability and QDIA notices at no additional fee 30. Reminders to employer of filing deadlines for all federal reports 31. Distribution of Form 1099 for all withdrawals and loan defaults 32. If applicable, ability to timely provide all necessary data to IRS and DOL auditors 29 SERVICE CAPABILITIES EXPENSES 33. Full disclosure of all fees, including: Fund management fees Sub-transfer agent fees 12b-1 fees Finder’s fees Shareholder servicing fees Administration charges or fees Brokerage fees or commissions Any other revenue-sharing arrangements COMMUNICATION & EDUCATION 34. Interactive Website made available for participants to access account information and perform planrelated transactions (virtually 24/7) 35. Retirement plan modeling 36. Ability to provide on-site education 37. Ability to implement automatic enrollment 38. Ability to implement automatic increase 39. Ability to provide simple enrollment (i.e., postcards) 40. Ability to provide customized participant statements, statement inserts and salary reduction agreements 41. Ability to communicate data for multiple plans with the provider via a consolidated participant statement and/or the participant website 30 7.0 REFERENCES Please provide the names and contact information for three current overlay recordkeeping clients, including at least 1 large system (please type or print clearly): Customer Name Contact Name and Title Telephone Number Email Address 1 2 3 Please provide the names and contact information for any three former clients that have terminated/suspended services in the last 2 years: Customer Name Contact Name and Title Telephone Number 1 2 3 31 Email Address 8.0 BIDDER INFORMATION AND SIGNATURE Please complete the information below (type or print clearly). BIDDER (BUSINESS) NAME BIDDER CONTACT PERSON ADDRESS 1 ADDRESS 2 CITY STATE ZIP TELEPHONE FAX EMAIL WEB ADDRESS Authorized Signature: ______________________________________________________ END OF RFP # UP15-DF-0402 32