T Rowe Contract With State of Fla

7/30/2019 T Rowe Contract With State of Fla

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The State of Florida

August 2011

T. Rowe Price Technical Proposal for:


http://slidepdf.com/reader/full/t-rowe-contract-with-state-of-fla 19/735T. ROWE PRICE RETIREMENT PLAN SERVICES

A-1 : S t a t emen t of Agreement



A-2 : Execu t ive Summary



T. Rowe Price Executive Summary

T. Rowe Price is one of the largest retirement plan service providers in the industry, serving more than

full service plans and more than participants nationwide as of June 30, 2011. We have

offered investment management services since 1937, retirement plan investing since 1974, and fully

integrated recordkeeping and administration services since 1982.

T. Rowe Price is able to provide all of the services identified in the scope of work, including investment

management of equity, fixed income, stable value, bond, target date, and index funds; online self-directed brokerage services; advisory and managed account services through Morningstar or Financial Engines;

communication and educational support for participants; recordkeeping and administration services; toll-

free telephone services and Internet access; plan sponsor and participant reporting; and recordkeeping and

administration services. We began working with the State of Florida in , and we currently provide

these services to your plan. We look forward to continuing our relationship for years to come.

At T. Rowe Price Retirement Plan Services, our purpose is to help participants prepare for a financially

secure retirement and improve retirement outcomes. This principle guides all that we do and rests solidly

on our firm’s commitment to helping clients succeed. We recognize that success for you as a plan sponsor

means helping participants plan for income that will last throughout retirement. We help our clients

achieve this through all of the services our firm offers, from our comprehensive recordkeeping and

administration services and our integrated participant support and guidance services.

As a recognized thought-leader in the industry, we have continuously invested in our retirement plan

services and technology, building a robust solution that can be easily tailored to meet each client’s unique

requirements. In addition, we have teamed up with leading experts in behavioral finance to study

participant behavior. We understand what motivates participants and what holds them back. We realize

that simplicity and convenience encourage action, automation creates confidence, and world-class service

builds trust. With these tenets in mind, we have created an array of services to meet every participant’s

needs while also providing the high level of fiduciary and administrative support that plan sponsors

require. There are several characteristics that distinguish T. Rowe Price from other providers. A few of

these are outlined below.

Commitment to the State of Florida

We are proposing a consistent, dedicated service team with an aligned delivery model to support your

plan needs. You will continue to work with the service professionals already knowledgeable with your

plans and your expectations. This team is led by , your relationship manager. began

managing the State of Florida relationship in 2008. Steven Goode, your retirement plan coordinator, has

been with the State of Florida plan since 2008.

We have a deep understanding of your plan design and its complexities, your plan needs and challenges

and your corporate culture. We look forward to strengthening and expanding our relationship and

delivering quality administrative services to your plans while providing accountable and proactive

leadership.

Commitment to the Industry

T. Rowe Price dedicates nearly

to the retirement plan market. Our recordkeeping and administration activities are not simply an adjunct

service – it is a core business.



T. Rowe Price Executive Summary

We have witnessed a significant consolidation of providers in the retirement plan services market in

recent years, and we anticipate that further consolidation may occur. Those who survive will be the

providers who have made consistent investments in their infrastructure and who have a business model

that supports the level of investment necessary to remain competitive in this arena. You can count on T.

Rowe Price to continue to innovate and provide the high quality, customized services that are our

trademark.

T. Rowe Price has benefited, as have our clients, by maintaining our focus solely on retirement plan

services. By doing so, we have not diluted either our human capital or financial resources by pursuing

extraneous businesses. The economic events of recent years have further highlighted the importance of

these decisions. We believe that the State of Florida will continue to benefit greatly from our clear

direction and the concentration of talent we bring to this business.

Partnerships with Plan Sponsors

Perhaps the most important characteristic that T. Rowe Price brings to our partnership with the State of

Florida is our culture built on care for our clients’ well-being. T. Rowe Price is a unique company with a

strong sense of purpose. Our clients have high expectations and want to work with a visionary and

committed provider. Building an industry-leading retirement plan is a formidable challenge. This meansstaying ahead of industry trends, in front of regulatory changes, and aware of employee expectations.

One of the biggest issues on plan sponsors’ minds today is the evolving fiduciary landscape. As the nation

relies more on defined contribution plans to fund retirement, the role of the plan fiduciary is naturally

shifting. T. Rowe Price stands ready to guide plan sponsors through these changes and their implications

with best practice leadership and a team of highly dedicated, highly tenured associates.

From pending legislation to evolving industry standards, the need for meaningful information has never

been greater. Through an ongoing and open dialogue with our clients, as well as client conferences, e-

mails, print publications, and our online Resource Center, we ensure that plan sponsors continually have

industry insight and perspective at their fingertips. The average length of our client relationships is 10

years, reflecting our clients’ high levels of satisfaction with our retirement plan services and the depth of the partnerships we have formed.

Focus on the Participant

T. Rowe Price places an extraordinary amount of focus on the needs of plan participants. We see

ourselves as participant advocates and, as such, we are continually looking for ways to help participants

achieve financial security in retirement. To accomplish this objective, we introduced automated service

enhancements that make it easier for participants to use the plan and that assist them with investor

education. We are a market leader in creating strategies to combat participant inertia through our

comprehensive suite of automated services. These best practices provide participants with the tools they

need to maintain a consistent investment and savings strategy and ultimately achieve a better outcome in

retirement.



A-3 : Managemen t Summary



T. Rowe Price Management Summary

Administration and Management

Organizational Structure

T. Rowe Price is a financially solid, independent organization with strong employee ownership. The firmwas established in 1937 by Thomas Rowe Price, Jr., incorporated in the state of Maryland in 1946, and

has been licensed to conduct business throughout the United States since 1947. In 1986, T. Rowe Pricefirst issued shares to the public. While we are a public company, a sizable number of outstanding sharesare owned by current and former employees. As of June 30, 2011, T. Rowe Price managed over $520 billion in total assets, including more than in retirement plan assets for a broad client base.

T. Rowe Price is in two core businesses—managing money for individuals and institutions throughno-load mutual funds and separately managed portfolios and providing turnkey defined contribution planservices. Approximately one-quarter of our 5,000 employees are dedicated to defined contribution plans.While we have not formed any subsidiary relationships with outside companies, T. Rowe Price Group is parent to several subsidiaries, including:

T. Rowe Price Associates, Inc.

T. Rowe Price Investment Services, Inc. T. Rowe Price Retirement Plan Services, Inc. T. Rowe Price Trust Company, Inc. T. Rowe Price International, Inc. T. Rowe Price Global Investment Services, Ltd. T. Rowe Price Global Asset Management, Limited. T. Rowe Price International Ltd.

The illustration below captures our current structure, effective January 1, 2011.




Retirement Plan Business

T. Rowe Price is one of the largest retirement plan service providers in the industry, serving more thanfull service plans and more than million participants nationwide as of June 30, 2011. We offer

fully bundled, defined contribution outsourcing services, including recordkeeping, participant services,education and communication, investment management and plan sponsor services. T. Rowe Price has

offered retirement plan services since 1974 when we were retained by the state of California to recordkeepits deferred compensation plan. Since then, we have continued to invest heavily in defined contributionservices and technology.

In addition, we offer a variety of retail-based solutions to individual investors beyond their specificretirement plan including rollover services, individual retirement accounts, and Advisory Planning Services.




Name Title Description of functions and responsibilities

ClientAdministrationManager

Oversees the plan coordinator team responsible for maintaining the administrative relationship.

Monitors and supervisors the processing of plan leveltransactions, billing, management reporting and planning

Manages personnel issues and works under thedirection of the director of T. Rowe Price Operations toensure that all aspects of a client relationship aresatisfied.

Dedicates approximately 15% of her time on the Stateof Florida project and works on 11 other projects. Thedegree of her involvement varies according to planinitiatives, product and service implementation, andservice team management.

Primary RetirementPlan Coordinator

State of Florida day to day contact

Maintains daily communication between the State of Florida and internal groups to satisfy client needs andmanage client relationships.

Oversees the administration of the plan in compliancewith the plan provisions.

Proactively offers, initiates and manages planenhancements.

Coordinates plan design changes, all aspects of year-end processing and day-to-day activity.

Dedicates approximately 65% of his time on the Stateof Florida project. He also currently works on threeother plans.

Compliance Analyst Deliver proactive compliance services and ensuresservice standards are met for any required compliancetesting.

Answers compliance questions.

The degree of his involvement varies according to a project's needs, and he is responsible for complianceservices for each 457(b) plan at T. Rowe Price.

CommunicationConsultant

Ensures that State of Florida communication programmeets plan’s unique objectives.

Creates a tailored communication plan leveraging our Retire with confidence® brand.

Dedicates approximately 10% of her time on the State

of Florida project and works on nine other projects.The degree of her involvement varies according to project needs and levels of plan activity that requirecommunications.




By Experience and Qualifications

Name Title Experience and Qualifications

RelationshipManager ( is thelead manager for the

relationship and alsoresponsible for contractnegotiations)

is an assistant vice president and relationship manager for T. Rowe Price Retirement Plan Services, Inc. primary role is to work with our retirement plan clients and

their consultants in monitoring fund offerings,implementing new services, and strategic planning. She joined the firm in 1999. started her tenure at T. RowePrice in the Participant Service Center as a representativeand continued as a quality specialist. She also spent severalyears as an employee meeting specialist. earned a B.S.in health and human performance from the University of Florida. She is a Series 6, 7, 63, and 65 registeredrepresentative.

ClientAdministrationManager

is a client administration manager with T. RowePrice Retirement Plan Services. is responsible for overseeing a team of associates dedicated to servicing our

plan sponsors. Prior to working in Retirement PlanServices, worked in the Participant Service Center.She joined the firm in 2004 and moved to operations in2006. graduated from West Virginia University in2002 and earned a B.S. in business administration with aconcentration in marketing and communications.also is a Series 6 and 63 registered representative and hascompleted the ASPPA Retirement Plan Fundamentals 1and 2 exams.

Primary RetirementPlan Coordinator

is a retirement plan coordinator for T. Rowe PriceRetirement Plan Services, Inc., and has been with T. RowePrice since 2007. He is familiar with all aspects of plan

administration within T. Rowe Price and has worked in theretirement plan administration area during his entire tenurewith the firm. has been a primary contact for anumber of national plans and has worked with OKI DataAmericas and the State of Florida plan since 2007. Prior to joining the firm in 2007, he worked for The VanguardGroup in Malvern, Pennsylvania, for seven years in theBroker/Dealer Intermediaries Department. earned aB.A. in history from Principia College in 1988.



B-1 : Background Summary



B-2: Produc ts and Serv ices



T. Rowe Price Products and Services

Brokerage Services

Through the TradeLink additional securities option, participants have the flexibility to purchase stocks

and bonds listed on the New York Stock Exchange and Nasdaq. Certain securities are excluded, such as

tax-exempt mutual funds, municipal bonds, initial public offerings, company stock and bonds, options,

futures, commodities, private placements, and precious metals.

If desired, the State of Florida can limit participant access to mutual fund trades only. Plan sponsors can

also specify the types of money allowed for TradeLink trades. Typically, the exchanges from core plan

investments into the self-directed investments are handled pro-rata across the types of money selected.

The amount of money that can be invested in the TradeLink component of a participant’s account is based

on a plan selected rule, ranging from 1 to 99%.

Roth 457(b) Services

Our system can distinguish between pre-tax and after-tax Roth contributions, and we are looking forward

to discussing the possibility of adding this service to your current plan. Our recordkeeping system has the

capability to track Roth contributions in a separate source from all other contributions for the purposes of

qualified distribution tracking and discrimination testing.

We began offering Roth services to 457(b) plans in , so our system is already prepared to accept

Roth 457(b) assets. The next release upgrade for the core recordkeeping system is planned for

and will provide us with enhancements for processing Roth distributions.

Web Services

Our Web services are diverse and range from participant-specific interactive tools to investment

education articles.

Sponsor

Plan sponsors benefit from the T. Rowe Price Plan Sponsor Resource Center website. It is a robust,

password-protected site that provides a full range of convenient and personalized plan management

resources exclusively for our clients. The site was recently enhanced to offer improved navigation and

consolidated information to allow users to access information easier and faster. The redesign of the site

was based on client feedback, usage patterns, questionnaire responses, and the latest industry thinking,

including two studies performed by kasina, a management consulting firm for financial services

companies. In 2010, kasina ranked the site #1 out of the five top websites for plan sponsors, based on

availability of content, quality of content, and user experience.

We offer Web-based employee meetings to enable employees to participate in conference calls that work

simultaneously with PowerPoint slides accessible through the Internet. An employee education specialist

will conduct the interactive meeting and provide guided, individual Web tours during the session.

Webinar meetings are an effective way to offer the benefit of a live presentation to populations not able to

convene in a centralized place to participate in onsite meetings. Web-based meetings allow participants to

attend a “virtual meeting” from the convenience of their own home or work space. Webinars can also be

recorded and posted on our participant website or your internal intranet.



T. Rowe Price Products and Services

Participant

Plan participants enjoy access to the variety of tools and calculators provided on rps.troweprice.com. The

Tools tab provides access to a variety of articles, analyzers, and calculators for all points along the

participant sophistication continuum—from answering basic questions up to and including fund-level

investment advice.

Participants can access interactive calculators and analyzers designed to help participants make informed

retirement decisions regarding retirement income needs, tax savings, compounding effects, rollover

balances, college planning, and loans. Participants can use T. Rowe Price Retirement Income Manager

to estimate how an account balance can evolve over time, given the current plan balance, annual savings,

initial payment, and allocation options.

Participants can model different scenarios and receive immediate feedback on the estimated account

balance over time, total income available in retirement, and estimated payment increases over time.

Our product development team recently introduced an interactive Web Chat service. This allows

participants to connect to a Participant Service Center (PSC) representative through the website to ask

questions or get help with their accounts.

We are also currently piloting a series of integrated collaborative tools within our participant website to

enhance our service capabilities, improve our marketing efforts, enhance our technology offering, and

improve investor outcomes. These tools include co-browse. With co-browse, participants can share their

browsers with a PSC representative for assistance with the website or their accounts.

Advice Services

Product-specific investment advice is offered through Morningstar ® and Financial Engines and is

available at all times. Our full suite of services addresses the investment needs of participants, including

guidance and advice across several channels (i.e., print, online, phone, and in person). Morningstar and

Financial Engines are two of the industry’s leading providers of Internet-based investment advice. We

believe the fiduciary responsibility when selecting an advice provider is similar to that of selecting an

investment manager. That is why we offer plan sponsors a choice among advice providers, while

providing comparable levels of recordkeeping and operations support. T. Rowe Price will provide a

seamless link to the advice provider that automatically populates the advice provider’s analytical tools

with up-to-date participant account information. The interaction between T. Rowe Price participant

website and the advice provider is extremely participant-friendly.



B-4 : F lor ida Bus iness Reg i s t r a t ion



B-5 : F lor ida Loca t ions and S t a f f ing



T. Rowe Price Florida Representation

Your relationship manager, , is located in Tampa Florida is accountable for your

overall satisfaction. As a strategic partner, may recommend ways to improve the efficiency of plan

operations through plan design changes, utilizing investment specialists within our Client Services

department, targeting communications objectives, or identifying ways to reduce costs.

In addition, we have two investor centers located in Florida. T. Rowe Price investor center staff can assist

plan participants with both their retail and company retirement accounts. Investor centers are staffed withexperienced Investor Counselors able to assist with asset allocation, investment decisions, and

transactions. Investor center counselors have access to the same system as the Participant Service Center

(PSC) representatives and can assist participants with inquiries and provide assistance. Our Florida

investor center locations are provided below.

Tampa Investor Center

Tampa, Florida 33607-5757

Boca Raton Investor Center

Boca Raton, Florida 33432



T. Rowe Price Summary of Initial Responsiveness Mandatory Documents and Requirements

Exhibit C Requirements

T. Rowe Price will be able meet the requirements noted in Exhibit C.

457(b) Plan Experience

We have been providing investment services to a Plan Sponsored IRC 457(b) defined contribution program with at least participants. Also, we have a minimum of five years experience in

administration and management of a public sector employer sponsored IRC 457(b) defined contribution

plan. Please refer to the Technical Response for more information.

Costs

.

Vendor List Requirements

We comply with the requirement for not being placed on the Convicted Vendor list for committing a

public entity crime within the last 36 months. We also comply with the requirement for not being placedon the Discriminatory Vendor List per s. 287.134 F.S.

Insurance

T. Rowe Price meets the requirements for insurance as outlined in Section 3.4.3 of this project.



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Cal to request a prospectus, which includes investment objectives, risks, fees,expenses, and other information that you should read and consider carefully before investing.

Prospectus offer

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Plan Cost Analysis

Sample Plan Update

Technical Response

SAS 70 Report

Fund Line-Up

Fund Fact Sheets

Sample Communications Materials

Case Stud ies - Hypothet ical



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Samp le Financial Plan

Serv ice Manual

Sample Statement



Techn i ca l Response



T. Rowe Price Technical Proposal for the State of Florida

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SECTION A: EXPERIENCE AND CREDENTIALS

1. Provide a brief history of your company including the following:

a) year of organization;

Thomas Rowe Price founded the firm in July of 1937.

b) history and philosophy;

History

T. Rowe Price is a financially solid, independent organization with strong employeeownership. The firm was established by Thomas Rowe Price, Jr., incorporated in the state of Maryland in 1946, and has been licensed to conduct business throughout the United Statessince 1947. In 1986, T. Rowe Price first issued shares to the public. While we are a publiccompany, a sizable number of outstanding shares are owned by current and former employees. As of June 30, 2011, T. Rowe Price managed over $520 billion in total assets,

including more than for a broad client base.

Philosophy

At T. Rowe Price, a commitment to exceptional client service has characterized our culturesince Thomas Rowe Price, Jr., first established his investment counsel firm. Retirement plansponsors have far reaching responsibilities. In addition to managing a host of complexrecordkeeping issues, plan sponsors also face the enormous challenge of providing their employees with the tools to plan and invest effectively for retirement. T. Rowe Price iscommitted to putting plan sponsors first and to helping our clients successfully manage their plan responsibilities.

We seek to strike a balance between people and technology that will streamline processes for our clients and help their participants make important decisions along the way. The skills andexperience of our associates, and the sense of ownership each possesses for the well being of our clients and their employees, serve as the foundation of our exceptional service culture. T.Rowe Price’s systems form the backbone of our operational success, supporting our associates with some of the most efficient and effective technological tools available today.We place a premium on technology because it assists our associates in providing our clientswith a high degree of personal focus and attention.

Our client focus is further reflected in our investment philosophy. T. Rowe Price’s investment principles-invest for the long term, always consider risk in light of potential reward, andcarefully evaluate the merits of short-term investment trends—are tightly aligned with the

needs of the retirement plan investor.

T. Rowe Price is proud of our exceptional ability to retain our clients for the long term. We believe this is because our clients come first in each and every interaction. As a plan sponsor,State of Florida will continue to have the full attention of your relationship manager, Kim

Johnson, and your highly skilled Plan Coordinator Team.

T. Rowe Price continually invests in our human resources to attract, motivate, and retain the best people. We utilize technology to put those people in the best position to help simplify plan recordkeeping and motivate your employees.




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T. Rowe Price Trust Company, Inc. (established 1983), which provides directedtrustee services to defined contribution plan clients of T. Rowe Price Retirement PlanServices, Inc.;

T. Rowe Price International, Inc. (established 1979), which provides U.S. investorswith access to international investments;

T. Rowe Price Global Investment Services, Ltd. (established 2000), which is anincorporated global marketing and investment services subsidiary, created to expandour firm’s global vision as we enter the new century. This affiliate focuses oninvestors domiciled outside of the United States;

T. Rowe Price Global Asset Management, Limited. (established 2009). T. RowePrice Global Asset Management Limited, a former subsidiary of T. Rowe PriceGroup, Inc. consolidated its assets into T. Rowe Price International Ltd effectiveJanuary 1, 2009. The consolidation of assets allowed T. Rowe Price to eliminatecertain operational redundancies and realize various operational efficiencies. All of the staff, investment management, and decision-making processes of both entities

remained intact.

T. Rowe Price International Ltd. (established 2010). Effective at the close of businesson December 31, 2010, T. Rowe Price created a more efficient corporate structure toadminister investment management services for the firm’s mutual funds, commontrust funds and institutional clients and strategies. These changes did not impact anyof our investment strategies, day-to-day processes or investment management personnel. The changes provide several operational, financial and regulatory benefits,including presenting a more simplified structure for T. Rowe Price’s internationalregulators.

h) financial strength

Since its public offering in 1986, T. Rowe Price has been consistently profitable. We carry nodebt. And while we are not immune to a downturn in the financial markets, our strongfinancial position, as reflected in the firm’s balance sheet, enables us to sustain our operationsthrough periods of reduced profitability. We view T. Rowe Price Group’s financial stabilityas a competitive advantage and a source of comfort for our clients, especially during times of economic and market crisis. When other firms may find their attention diverted by concernsabout their financial health, our current solid financial position allows us to focus our attention on our clients. As we have for more than 70 years, we seek to serve our clients’ bestinterests through service excellence and time-tested, risk-aware investment principles aimedat creating long-term value.

From a performance standpoint, 85% of the T. Rowe Price funds across their share classesoutperformed their comparable Lipper averages on a total return basis for the three-year period ended June 30, 2011, 90% outperformed for the five-year period, 78% outperformedfor the 10-year period and 69% outperformed for the one-year period. In addition, T. RowePrice stock, bond and blended asset funds that ended the quarter with an overall rating of four or five stars from Morningstar account for nearly 77% of our rated funds’ assets under management.




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SECTION B: REGULATORY COMPLIANCE AND FINANCIAL STABILITY

1. Provide a copy of your company’s most recent audited annual report.

Please refer to the enclosed SAS 70 Report and T. Rowe Price 2010 Annual Report.

2. Is there any pending litigation or regulatory action against your company? If so, give detailsand provide an opinion of counsel that the pending litigation or regulatory action will not

impair company’s performance or financial stability.

T. Rowe Price is not involved in any litigation matter or regulatory proceeding relating to any business practice involving services rendered to the firm’s clients.

3. Has there ever been any litigation or formal complaint against your company resulting

from its current or past involvement with any public employee deferred compensation plan

or public or private pension plan? If so, please describe fully. Failure to disclose this

information will constitute grounds for rejection of any proposal or termination of contract.

There are currently no pending matters relating to business practices involving services renderedto our firm’s clients. From time to time in the normal course of business, T. Rowe PriceRetirement Plan Services, Inc., its subsidiaries, affiliates, officers, and employees (collectivelythe "Company") are named as parties to minor litigation matters involving the accounts of Pricemutual fund shareholders, retirement plan participants, or of retail customers in the Company's brokerage unit. Generally, the Company is named as a stakeholder and, therefore, these minor litigation matters are not disclosed herein.

4. Describe any pending agreements to merge or sell your company to the extent that such

information is public.

Currently, there are no pending agreements to merge or sell our company.

5. Describe how you keep your participants and Plan sponsors informed of changing

legislative issues.

T. Rowe Price belongs to several industry organizations that work directly with legislators andregulators on pending legislation and subsequent guidance. We are involved from the proposalstages through the passage of new legislation and the issuance of new regulations. Members of the Compliance Services department participate in this process by attending industry organization planning sessions, meetings, and seminars conducted by employee benefits law firms. A varietyof resources are available on the Internet for tracking proposals as they work their way throughCongress.

Your relationship manager, , and compliance analyst, , willcontinue to keep you aware of any regulations or legislation affecting the plan. Kim works closelywith our Compliance Services department to stay current with industry news and regulatorydevelopments.




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These front-end edits invoke a complex network of rules that define the plan’s processing provisions. Other examples include (but are not limited to) the ability to restrict company officersfrom various types of transaction activity, enforcement of limits on the number of loansoutstanding, restricting transaction activity for a particular investment vehicle or type of money,and the enforcement of maximum salary deferral percentage provisions for highly compensatedemployees and non-highly compensated employees. The most important aspect of this rules-

based editing is that the participant will not be able to enter a transaction that passes front-endedits that subsequently rejects in batch processing.

For transactions not entered via telephone or our participant website, the system completes four edit cycles each day, producing reports that indicate those participants and/or plan activities thatare not in compliance with the plan or procedures. In the event that the edit process revealsexceptions, your retirement plan coordinator, Steven Goode, will immediately contact theappropriate person at State of Florida. Steven will recommend solutions to resolve and processthe item. In addition to the system edits, we utilize a quality control process within the plancoordinator teams to monitor all work.

Our Automated Workflow Distribution system, which tracks the inflow of work to the plan

coordinator teams, monitors processing of that work against pre-established service levels and provides reporting on that information to the management of client administration. Image andworkflow management technology also provides improved measurement-related feedback, whichin turn facilitates continuous improvement of service levels.

Each financial transaction is reported to the master file of plan-level data. Trade dates for eachtransaction are maintained in a history file. These transaction records are reconciled daily toensure accuracy.

7. When will your company’s system be in compliance with the Department of Labor (DOL)

fee transparency guidelines for ERISA?

457 participant statements are not subject to the new DOL fee transparency rules. However, our participant statements currently include all applicable fees charged to participants in the "Accountat a Glance" module on the front of statements.




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SECTION C: INVESTMENT PRODUCTS – If you are bidding a brokerage service answer the

question for your company’s investment platform as well as for the brokerage platform. Make a

statement that you fully understand and will adhere to Exhibit A.

Exhibit A mentions the ability to invest in options..

1. Identify what types (and number) of investment products available through your

company’s platform:

Full Service Investment Provider

a) Mutual funds or Trust accounts

We do not have any proprietary fund requirements. Our program allows the State of Floridato decide what funds, either proprietary or nonproprietary, will be made available to participants. Please refer to the enclosed Fee Summaries for more detail. Our openarchitecture program includes administrative and trading agreements with over 170 fund

families. The State of Florida is able to choose from over 5,400 nonproprietary funds for inclusion in their investment lineup.

We understand that the State of Florida has historically preferred to provide aT. Rowe Price proprietary investment line-up, with the assumption that disruption ininvestment options will be minimal if T. Rowe Price remains an investment provider. Theinvestment proposal included consists of proprietary funds.

b) Fixed income products

State of Florida’s current lineup includes the T. Rowe Price Spectrum Income Fund, theT. Rowe Price New Income Fund, and the T. Rowe Price Stable Value Fund, and our

platform includes many proprietary and nonproprietary options.

c) Other




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Brokerage Services

d) Stocks traded on national exchanges

Through the TradeLink additional securities option, participants have the flexibility to purchase stocks and bonds listed on the New York Stock Exchange and Nasdaq. Certain

securities are excluded, such as tax-exempt mutual funds, municipal bonds, initial publicofferings, company stock and bonds, options, futures, commodities, private placements, and precious metals.

Stocks include:

Listed Stocks: All stocks trading on these exchanges: NYSE, AMEX, Chicago,Pacific, and Philadelphia

Penny Stocks (stocks trading for 99 cents or less) Preferred Stocks

If desired, the plan sponsor can limit participant access to mutual fund trades only. Plan

sponsors can also specify the types of money allowed for TradeLink trades. Typically, theexchanges from core plan investments into the self-directed investments are handled pro-rataacross the types of money selected. The amount of money that can be invested in theTradeLink component of a participant’s account is based on a plan selected rule, rangingfrom 1 to 99%.

e) Stocks traded over the counter

Participants can trade in over the counter stocks through the TradeLink additional securitiesoption.

Over the Counter (OTC) options include: NASDAQ, National Market, NASDAQ Small Cap,

Bulletin Board, Supplemental (Pink Sheets).

f) Exchange Traded Funds

Exchange traded funds (ETFs) are available through our TradeLink self-directed brokerageservice. We are not able to provide recordkeeping for ETFs at this time.

g) Corporate Bonds

Corporate bonds are available through TradeLink.

h) Government Issued Bonds

Government issued bonds are available through TradeLink.

U. S. government obligations include: Treasuries (can be purchased at Auction or on the secondary market). Treasury Bills (1 yr. or less in maturity) Treasury Notes (1-10 yr. in maturity) Treasury Bonds (10-30 yr. in maturity)




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i) Options

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j) Other

2. If your company is currently in the State’s Plan, please keep your current investmentproducts. Your company may offer additional funds. Please provide a list of the mutual

funds your company plans to offer. Include in the list: Morning Star fund category;

Morning Star 5 year rating; ticker symbol; inception date; 1,3,5,10 year historical rates, 5

year percentile ranking and comparative index; net fees (identify reimbursement fees,

frequent trading fees, 12b-1 fees, redemption fees).

Please refer to the enclosed fund lineup and fund sheets for detailed information.

3. Confirm that your company will provide to the State Plan on a quarterly basis the mutual

fund data identified in question #2 above as well as the information in #6 for the fixed

income product.

Yes, we will continue to prepare a quarterly Plan & Investment Review Kit, which will becustomized for your plan and include the information noted.

4. Identify your company’s investment analyst and your company’s commitment to have them

available at least twice a year for the State’s plan investment review.

Your investment analyst is . He will be available to the State of Florida at least twice ayear for the State’s plan investment review.

5. Describe your company’s process to add or replace a mutual fund during the contract

period.

Your relationship manager, , will continue to work closely with State of Florida onan ongoing basis to ensure that the fund lineup continues to meet the investment needs of plan participants. Should State of Florida elect to add or delete an investment option, T. Rowe Pricewould request 30 to 60 days’ notice in order to communicate the change to participants and toupdate all plan forms.

To delete an option, State of Florida would need to notify T. Rowe Price of a termination dateafter which we would no longer accept contributions into that fund. T. Rowe Price would thenwork with State of Florida to develop communications to announce the change. Procedures would be jointly established to move assets into a participant-directed alternative investment, or to adefault fund designated by State of Florida.

It may be prudent to consider phasing out an investment alternative over time, in order tominimize the disruption to plan participants.




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6. Describe your company’s fixed income product. Provide the most current information

below for your fixed income products:

a) Average Maturity and Average Life of the fixed account

b) Effective Duration to Average Maturity and Average Life, as appropriate for use in the

Crediting Rate Formula.

c) Market Value vs. Book Value

d) Investment Policy Statement Compliance Letter (semi-annually)e) Underlying Investment Portfolio guidelines regarding allocation to Sectors, Ratings,

Derivatives, types of securities.

f) Sector weightings

g) Average ratings of corporate bonds held and % of whole portfolio with ratings below

BBB+

h) Crediting Rate Formula

i) Reporting of any changes in the operation of the fund

j) List of people who can make changes involving the fund

k) Spread of credit rate for participants

l) Historical rates

The State of Florida offers the T. Rowe Price Spectrum Income Fund, the T. Rowe Price NewIncome Fund, and the T. Rowe Price Stable Value Fund in their lineup. Please refer to fund pagesincluded with our response for greater details.

7. Is your fixed income product fully liquid?

The T. Rowe Price Spectrum Income Fund, the T. Rowe Price New Income Fund, and theT. Rowe Price Stable Value Fund are fully liquid.

8. Provide a statement of your company’s commitment to the services you are proposing to

provide. Include the issues that you consider most relevant and important.

As a recognized thought-leader in the industry, we have continuously invested in our retirement plan services and technology, building a robust solution that can be easily tailored to meet eachclient’s unique requirements. In addition, we have teamed up with leading experts to study participant behavior. We understand what motivates participants and what holds them back. Werealize that simplicity and convenience encourage action, automation creates confidence, andworld-class service builds trust. With these tenets in mind, we have created an array of servicesto meet participant needs while also providing the high level of fiduciary and administrativesupport required by plan sponsors.

T. Rowe Price dedicates nearlyto the retirement plan market. Our recordkeeping and administration activities

are not simply an adjunct service – this is a core business. Administrative fees from defined

contribution/ deferred compensation plans generate of the firm’s total revenue.Approximately of our total investment management fees come from proprietary investmentsin full service defined contribution plans. Further, we have made significant investments in our client service and sales teams, allowing us to increase our strategic focus with our clients.




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We have witnessed a significant consolidation of providers in the retirement plan services marketin recent years, and we anticipate that further consolidation may occur. Those who survive will bethe providers who have made consistent investments in their infrastructure and who have a business model that supports the level of investment necessary to remain competitive in thisarena. T. Rowe Price will continue to innovate and provide the high quality, customized servicesthat are our trademark.

9. On your company’s investment platform are there any limitations on the number of

changes to investment allocations or exchanges between investment options? Are the

limitations clearly identified to the participants prior to the exchange?

Unless the State of Florida requests otherwise, there is no limit on investment transfers.Participants can make exchanges from one investment to another investment daily in their accounts. Any trade entered prior to 4 p.m. ET will receive the current day’s price per share, andany trade entered after 4 p.m. ET will receive the next day’s closing price.

However, please note that our excessive trading policy will be enforced. Following an exchangeout of a T. Rowe Price mutual fund, common trust fund, or other non-T. Rowe Price investment

option that elects to apply the policy, participants will be restricted from making an exchange back into that same investment for a period of 30 calendar days. (T. Rowe Price money marketfunds and trusts, including the Stable Value Fund, are exempt.) This policy was last updated onAugust 1, 2011.

When a participant in our defined contribution recordkeeping system is identified as an excessivetrader, we send a warning letter outlining the funds’ policy and requesting that the participantcease such trading activity. If the participant further violates the policy, the participant isimmediately restricted from future exchanges into the affected fund for approximately 90 days.

10. Describe and provide a timeline of a participant’s purchase and sale of the investment

products you are offering.

Purchase

The State of Florida closes Payroll and SunGard provides T. Rowe Price with a final payroll file that is put on the clearing house for T. Rowe Price to retrieve. Thisinformation will be sent via encrypted files.

SunGard will send the files on the day prior to posting of the contribution information to be received by T. Rowe Price on the same day. The transmission will include 457(b)contributions by participants. The following sources and source codes will be utilized bythe plan: A .The pretax contributions will be posted to the participant’s currentinvestment allocation. The investment allocation will apply to all sources.

On day one and day two, T. Rowe Price will edit and reconcile the data. If questionsarise, no further processing will take place until resolution occurs.

The participant is allowed to contribute with hardship status after one payroll cycle. TheBureau of Deferred Compensation will determine and input the deferral informationfollowing a hardship distribution. In addition, if T. Rowe Price receives a contribution for a participant who has been paid out, we will accept the contribution.

.




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Over deferral limits are determined 2 months in advance to prevent participants fromover deferring. The plan makes the changes in the SunGard system to prevent the over deferral for that year. Contributions are resumed in the next year unless instructed by the participant. If at this time the participant is prohibited from making contributions due tothe 402(g) limit, T. Rowe Price will not zero out his salary deferral; however, Payrollshould discontinue contributions for the remainder of the year. At the beginning of the

new year, Payroll should resume contributions. Please note that during this time, T. RowePrice’s records will still indicate a salary deferral percentage for a participant.

The State of Florida will send a wire for the total contribution amount. The plancoordinator will verify the money is received and send a confirmation email to the plan.

T. Rowe Price receives a wire that represents the total contributions.

Settlement from Retirement Plan Sponsors is to be received on the trade date the purchase order is executed. In cases where funds are not allocated or received byT. Rowe Price Operations by 4 p.m. EST, a federal reference number or wireconfirmation will be necessary to grant the trade. If the federal reference number is used

to allocate the trade, the funding must be received on the next trade date (T+1), unlessT. Rowe Price allows an exception out of the normal procedures due to extraordinarycircumstances.

If assets are not received or do not balance, the plan administrator will be notified.Contribution is made to the current investment allocation. Please note that an extra day isadded to the process in the event that a holiday falls within the processing schedule.

The following business day, T. Rowe Price verifies the contribution information postedcorrectly.

Sale

Participants will determine when they are eligible for total distributions from the plan asthey terminate.

A Distribution Kit is supplied to the terminated participant by T Rowe Price. TheDistribution Kit will include the following:

Letter of Instruction

Request for Distribution Form

Tax Notice

Rollover Into/Out Form

Participant Action Form

The participant receives and completes the Request for Distribution Form and returns thecompleted forms to T Rowe Price. T Rowe Price keeps copies and forwards the originalsto the State of Florida for approval.

If the request is a partial withdrawal, this can be taken over the phone on a recorded line by PSC sending a PSC Trade template to processing.




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The State of Florida receives and reviews the paperwork to ensure completion of allsections, then sends T. Rowe Price an invoice showing approval for process. If the Stateof Florida has questions or comments regarding the form, they will notify T. Rowe Pricefor research and/or clarification.

Assets that are being indirectly rolled over will be made payable to the participant’s

address for the benefit of the participant and mailed to the participant’s address.

If the participant provides a new address on the distribution paperwork, T. Rowe Pricewill issue the check to the address provided on the paperwork as well as update the participant’s address on the T. Rowe Price recordkeeping system.

T. Rowe Price will generate and mail the check and voucher directly to the participant’saddress of record within two business days from the date of redemption.

The participant receives the check and the voucher. In addition, the participant shouldreceive a withdrawal confirmation letter under separate cover. The withdrawalconfirmation letter is sent out within one to three business days from the date of the

redemption.

If the participant requests a direct rollover, the Rollover Into/Out Form would becompleted. The check will be mailed directly to the rollover institution. A letter of acceptance from the receiving institution must accompany the form. However, if anaddress is not provided for the rollover institution, the check will be mailed to the participant who will then need to forward the check to the rollover institution.

A copy of all documentation is scanned into the T. Rowe Price recordkeeping system as a permanent record.

A Form 1099-R will be mailed to the participant’s address of record by January 31 of the

year following the redemption.

Exchange

The participant calls or accesses the website (rps.troweprice.com) to initiate an exchange(transfer) from investment options in his existing account balance to different investmentoptions.

Participants are permitted to make exchanges at any time on a daily basis. Participantswill be permitted to perform exchanges in percentages, cash, and/or shares, and thechanges will apply to all sources. Exchanges done in percents need to be in 1 %increments.

The transaction will be confirmed, and the effective date will be communicated to the participant. The exchange file is transmitted to the T. Rowe Price recordkeeping system.

Participant initiates and confirms trade with T. Rowe Price prior to 4 p.m. ET (day #1) to place an exchange among the T. Rowe Price funds. Both the exchange out and theexchange in will post to the participant’s account on the same day, utilizing the closing prices of day #1.

If the exchange is initiated and confirmed after 4 p.m. ET, the exchange out and theexchange in occur on the following business day (day #2).




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18. Identify any third parties involved in the offering of the Self-Directed Brokerage Option

and explain their role(s).

is the clearing agent for trades accepted by T. Rowe Price for both our Retail brokerageand Retirement Plan Services TradeLink accounts. T. Rowe Price is independent of andretained to provide certain recordkeeping and operation services, which may include

execution and settlement of securities transactions, custody of securities and cash balances, andextension of credit on margin transactions. These services are provided under a written ClearingAgreement between and T. Rowe Price.

19. Does the brokerage firm allow fractional share purchases (for equity securities)?

Yes, T. Rowe Price Brokerage allows fractional share purchases for equity securities. However,we can only go to the market with whole shares. We round the net order for the day at theinvestment level and send the residual to an over/under bucket maintained by T. Rowe Price. Theover/under bucket is traded once it reaches five shares.

20. Describe the brokerage firm’s process to notify a participant of a “frequent trade” fee.

T. Rowe Price is fully compliant with various frequent trading restrictions on our proprietary andnonproprietary funds. When we notice that a participant is trading frequently, we will apply a 30-day purchase block. We do not charge a fee for frequent trading.

The following summary is excerpted from our fund prospectuses and explains how we defineexcessive and short-term trading.

Excessive and Short-Term Trading Policy

Excessive transactions and short-term trading can be harmful to fund shareholders in variousways, such as disrupting a fund’s portfolio management strategies, increasing a fund’s trading

costs, and negatively affecting its performance. Short-term traders in funds investing in foreignsecurities may seek to take advantage of developments overseas that could lead to an anticipateddifference between the price of the fund’s shares and price movements in overseas markets.While there is no assurance that T. Rowe Price can prevent all excessive and short-term trading,the Board of Directors/Trustees of the T. Rowe Price funds have adopted the following trading policy designed to deter such activity and protect the fund’s shareholders.

Subject to certain exceptions, each T. Rowe Price fund restricts a shareholder’s purchases(including through exchanges) into a fund account for a period of 30 calendar days after theshareholder has redeemed or exchanged out of that same fund account (the “30-Day PurchaseBlock”). The calendar day after the date of redemption is considered Day 1 for purposes of computing the period before another purchase may be made.

The following types of transactions generally are not subject to the 30-Day Purchase Block:

Shares purchased or redeemed in money market funds; Shares purchased or redeemed through a systematic purchase or withdrawal plan; Checkwriting redemptions from bond and money market funds; Shares purchased through the reinvestment of dividends or capital gain distributions; Shares redeemed by the fund to pay fund fees or shareholder account fees; Transfers and changes of account registration within the same fund; Shares purchased by asset transfer or direct rollover;




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Shares purchased or redeemed through IRA conversions and recharacterizations; Transactions in Section 529 college savings plans; Shares converted from one share class to another share class in the same fund; and Shares of T. Rowe Price funds that are purchased by another T. Rowe Price fund,

including shares purchased by T. Rowe Price fund-of-fund products, and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates

(please note that shareholders of the investing T. Rowe Price fund are still subject to the policy.)

Transactions in certain rebalancing, asset allocation, and wrap programs and other advisory programs, as well as non-T. Rowe Price fund-of-funds products, may also be exempt from the 30-Day Purchase Block, subject to prior written approval by T. Rowe Price.

In addition to the 30-Day Purchase Block, T. Rowe Price may, in its discretion, reject any purchase or exchange into a fund from a person (which includes individuals and entities) whosetrading activity could disrupt the management of the fund or dilute the value of the fund’s shares,including trading by persons acting collectively (e.g., following the advice of a newsletter). Such persons may be barred from further purchases of T. Rowe Price funds for a period longer than 30

calendar days or permanently.

Participant Notification

On a quarterly basis, we will review the trading activity in TradeLink accounts. After our quarterly review, we will send a letter to any participant identified as an active trader advisinghim to consider how his trading pattern can affect the long-term objectives of the account. Our Legal Department will advise your relationship manager, , that we intend to send aletter to the participant. will then notify the State of Florida that a letter will be mailed.

21. How do participants enroll with your company’s brokerage firm?

The enrollment packet sent to all newly eligible State of Florida participants will include ahighlights brochure that will introduce the TradeLink option. A TradeLink Application Kit maythen be requested either through the participant website, the voice response system (Plan AccountLine (PAL)), or by speaking with a Participant Service Center (PSC) representative.

The kit will include the following:

Guide to T. Rowe Price TradeLink

TradeLink Specifics*

TradeLink Participant Authorization Form*

TradeLink Account Application

Sweep Fund Fact Sheet

Reply Envelope Addressed to T. Rowe Price

*The TradeLink Specifics and the Participant Authorization Form are tailored for the plan. Theyidentify the rules for the TradeLink service.




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25. Where is the un-invested cash within the brokerage account held? Is interest posted to the

participant’s account?

A money market sweep account is established for participants electing to utilize the self-directedoption for trading purposes. Un-invested cash will be held in the sweep account. We haveenhanced our TradeLink system so that participants can elect to contribute directly to the sweep

account. That means that participants no longer have to invest in a core investment option beforetransferring assets from the core option to TradeLink. Once the money is available in the participant’s sweep fund, the participant may place trades among the available TradeLink investments.

26. How are distributions handled when a participant terminates on your platform as well as

through the brokerage firm? Who completes the 1099?

Terminated or retired participants have several options, including:

Leaving funds in the plan (as allowed by the plan document) Installment payments (as allowed by the plan document)

Full distribution or rollover to another plan, IRA, or annuity Partial distribution or rollover to another plan, IRA, or annuity

We can accommodate installment payments for retirees, and we currently provide this service for many of our clients. Our recordkeeping system allows for monthly, quarterly, or annualinstallment payments. To facilitate the distribution payments, we can set up an ACH credit toyour participant’s chosen financial account.

Automatic IRA Rollover Service

T. Rowe Price’s Automatic IRA Rollover Service automatically transfers the account balances of terminated participants into T. Rowe Price Trust Company Rollover IRAs. This service is used

for terminated participants with a vested account balance of $1,000 or more and a valid mailingaddress.

As part of this service, T. Rowe Price will provide written notification to affected participants inadvance of the force-out and automatic rollover. Participants will receive information on theT. Rowe Price IRA fees and will be allowed to make an active election for the distribution.

Plans who wish to use the Automatic IRA Rollover Service will need to sign an agreement withT. Rowe Price Trust Company as the IRA provider.

T. Rowe Price Retirement Income Manager

T. Rowe Price introduced Retirement Income Manager in November 2010 as a service for eligible plans to help participants model, create, and manage their retirement savings. Thisinteractive tool first allows participants to estimate their future retirement income based oncontributions, annual increases, and asset allocation decisions. Participants can then implement anautomatic installment payment program, select an investment strategy, and designate the amountof the payments received. Participants can also modify variables such as age, initial gross payment, payment length, and asset allocation in order to evaluate different scenarios and viewthe T. Rowe Price suggested scenario.




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Tax Reporting

T. Rowe Price will prepare a Form 1099-R after the close of the calendar year to report thewithdrawal. A one-day trade delay is imposed on the movement of dollars from the TradeLink sweep account to the core investments. This enables T. Rowe Price to receive the sale proceedsfrom the sweep in order to make the subsequent buy.

27. Describe the process of a participant’s sale of a security, from the day of execution to

settlement date, to delivery, to participant. What is the method of delivery?

A participant will initiate the sale of a security either online or through an associate. When thesale is executed, the settlement date is dictated by the type of security. Individual securities willsettle in T+3 (trade date, plus three business days) and mutual funds will settle in T+1, unlessotherwise noted. The proceeds of the sale will be deposited into the sweep fund account at theconclusion of the settlement timeframe. The participant then has the option to leave the assets inthe sweep account, move the assets to his or her core account, or use the assets for additional purchases.

28. Describe how account balances will be transferred efficiently to and from the brokeragewindow.

A money market sweep account is established for participants electing to utilize the self-directedoption for trading purposes. All buys and sells will settle through this account. We have enhancedour TradeLink system so that participants can elect to contribute directly to the sweep account.That means that participants no longer have to invest in a core investment option beforetransferring assets from the core option to TradeLink. A one-day trade delay is imposed on themovement of dollars from the TradeLink sweep account to the core investments. This enables T.Rowe Price to receive the sale proceeds from the sweep in order to make the subsequent buy.

Once the money is available in the participant’s sweep fund, the participant may place trades

among the available TradeLink investments.

A one-day trade delay is imposed on the movement of dollars from the TradeLink sweep accountto the core investments. This enables T. Rowe Price to receive the sale proceeds from the sweepin order to make the subsequent buy.

29. Once enrolled, how do participants transact in the brokerage window?

Once enrolled and an account is established, a participant may exchange assets into his or her TradeLink sweep account* by calling the plan’s toll-free number and speaking with arepresentative. As an alternative, he or she may access the participant website(rps.troweprice.com) and proceed as directed:

Go to My Account Click on Change Current Balances Select Investment Exchange and Enter Select which fund to move money from Click on All Sources (if the plan is source-specific, select the source) Select the amount type to be moved (percent, dollars, or shares) Click Continue Enter the amount to move and scroll down Enter 100% in the TradeLink line




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Click Continue and Confirm

*The sweep account is a money market fund selected by the plan sponsor that allows

participants to transfer money to and from core investments. An investment in the

money market fund is not insured or guaranteed by the FDIC or any other government

agency. Although it seeks to preserve the value of your investment at $1.00 per share, it

is possible to lose money by investing in the fund.




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Webinars

We offer Web-based employee meetings to enable employees to participate in conference callsthat work simultaneously with PowerPoint slides accessible through the Internet. An employeeeducation specialist will conduct the interactive meeting and provide guided, individual Webtours during the session.

Webinar meetings are an effective way to offer the benefit of a live presentation to populationsnot able to convene in a centralized place to participate in onsite meetings. Web-based meetingsallow participants to attend a “virtual meeting” from the convenience of their own home or work space. Webinars can also be recorded and posted on our participant website or your internalintranet.

Our webinars foster audience/presenter interaction through the following features:

Q&A Chat—audience members can send a question to the presenter during the program. Live Q&A—audience members can ask questions and receive answers at specific points

throughout the conference call.

Instant polling—the presenter can poll the audience with preset or spontaneous questionsduring the meeting. The poll results are automatically graphed and displayed to audiencemembers.

We also offer train-the-trainer meetings to provide your representatives with training on the plan,its enhancements, the investment options and how to most effectively utilize T. Rowe Price’sservices. These train-the-trainer sessions also provide guidance on how to conduct employeemeetings, if desired.

3. Do you offer an interactive retirement planning tool? Please describe.

Yes, the participant website offers a wide range of educational tools to assist with retirement

planning. The centerpiece of our online investment education is the suite of Morningstar®guidance tools that are offered free of charge to all participants. Other educational contentsections include articles on the following topics: Why Save?, What Your Plan Offers, All AboutInvesting, Investment Strategies, and Along the Way to Retirement.

The site includes a section of calculators and analyzers called Tools, such as a retirement incomeestimator, investor quiz, Social Security estimate calculator, tax savings calculator, tax-deferredsavings calculator, inflation calculator, and a compounding calculator. Morningstar tools are alsoavailable via this link. Using these tools, participants can determine how much they need to savefor retirement, establish an asset allocation strategy, find out how much they’ll receive in SocialSecurity benefits, and see the tax advantages of saving in the plan.

4. Will you provide a retirement planning newsletter to your participants or prepare articlesfor distribution? Will these be provided in your participants quarterly statements? Give

examples.

Yes, we will continue to provide a planning retirement newsletter, Plan Update, to participantsand prepare articles for distribution. Our participant newsletter provides a brief overview of thefinancial markets along with articles relevant to plan participants. Plan sponsors can continue to provide custom statement inserts or select an insert provided by T. Rowe Price to deliver timelyinformation such as new products and services, etc.

A sample of Plan Update is enclosed.




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5. In any of your relationships with plan sponsors do you ever:

a) Distribute any promotional materials to plan participants for products or services not

contracted for by the plan sponsor? If so, please describe fully.

No, we do not distribute promotional materials to plan participants for products or services

not contracted for by plan sponsors.

b) Actively solicit participants before; during or after seminars or workshops you

conduct? If so, please describe in detail.

No, we do not actively solicit plan participants before, during, or after seminars or workshopsconducted by T. Rowe Price.

6. Do you provide communication and education material in a foreign language? If so, what

language(s) and what material?

Yes, T. Rowe Price will continue to provide communication materials in foreign languages.

Participant statements, enrollment kits, and some prospectuses are available in Spanish.

We can arrange with an outside firm to translate specific materials into the language of your choice. Applicable charges for the translation of communications materials are typically passedonto the plan sponsor. Translation costs average approximately $78 per page for a Spanishtranslation (either European or Puerto Rican). Costs typically include an average of 300 words per page in a standard Word document. Translation costs for specific projects and other languagesvary.

7. Describe the languages that are supported by customer service.

Many of our Participant Service Center (PSC) representatives are multilingual and approximately

15% of our representatives speak Spanish. These representatives are fluent in the various dialectsof Spanish, such as Puerto Rican versus Mexican Spanish. We have coordinated across our threeredundant call center sites to ensure that we have adequate coverage within the PSC Spanishqueue during our hours of operation. We are dedicated to attracting new Spanish-speakingassociates and providing formal training on how to take Spanish financial calls.

In addition to Spanish, there are representatives who speak French, German, andFilipino/Tagalog. Employee meetings can also be conducted in Spanish, and we can discuss theavailability of meeting representatives who are fluent in other languages.

Multilingual service center representatives are available Monday through Friday from 7 a.m. to10 p.m. ET.

In addition, we offer participant-level Spanish language capability for our main voice responsesystem. During a participant’s initial call into the voice response system, the caller is promptedfor a choice of English or Spanish. The system associates the caller and language and thencontinues in the preferred language. In future calls, the voice response system will recognize thelanguage preference of the caller (based on participant authentication) and will subsequentlyrespond appropriately in English or Spanish. The participant can change this election at a later date, if so desired.




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8. Attach samples of the participant communication materials that you will distribute on a

regular basis. These materials should include investment product description booklets and

prospectuses, information on retirement planning, newsletters and other topical materials.

Please review the enclosed communication samples that we currently offer the State of Florida, aswell as materials that we can add to the offering.

9. How do you ensure that participants receive consistent and accurate information from each

of your call center education/advice employees, your workshop/seminar employees, and

your one-on-one education/advice employees?

T. Rowe Price recognizes the need for participants to receive consistent and accurate information,and we will continue to provide comprehensive training on the State of Florida Plan for all of our representatives. In addition, Participant Service Center (PSC) associates receive extensive event- based training to ensure that they are providing the highest level of service to plan participantsand relaying a consistent message.

The Enrollment Experience

Enrollment specialists receive additional training specific to the State of Florida Plan guidelines.These associates are chosen from a pool of our most experienced and top performing service professionals, each of whom have obtained Series 6 and 63 registration and have experience in allaspects of retirement plan services.

The Retiree and Distribution Experience

Similar to our approach with enrollment specialists, PSC associates focused on assisting retiredand terminated plan participants have also obtained Series 6 and 63 registration and haveexperience in all aspects of retirement plan services.

General Plan Representative Training

In-service specialists focus on providing exceptional service to active plan participants.Representatives are monitored daily to ensure that they are providing the highest levels of serviceto participants.

Our general plan representatives complete extensive general training, to include:

of retirement plan service training: Topics covered include telephone skills,advanced retirement issues, tax issues, and continuing education on T. Rowe Price funds,the rules and regulations of 401(k), 401(a), Profit Sharing, Deferred Compensation, and403(b)(7) plans; training on the voice response system; and advanced telephone

techniques. Training also includes role-playing in a test call environment. The trainingfocuses on different methods of learning varying from instructor-led classroomdiscussion, role-playing, Web-based training, and blended methods. Reviews will also beconducted during this training phase to recognize and address any individual areas in atraining environment. Telephone conversations between phone representatives and plan participants will be continually monitored, with immediate feedback provided.

Additional training: Continuing education training will continue in the form of marketand plan updates. Quality assurance training will also be conducted as part of the callcoaching and call monitoring programs. Any changes in the plan would be communicatedimmediately to the representatives.




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Investment Education Employees

All of our relationship managers are Series 7 and 63 registered representatives. In addition, somehave completed, and all are encouraged to obtain, CFA and CEBS certifications.

Each new hire completes a two-week formal training program with a senior member of the team

for mentoring. The length of the mentoring relationship depends on the previous experience of the relationship manager. Additionally, the team supervisor will chart the relationship manager’sskills progression on an annual basis and develop a coaching plan. The results of this plan areincorporated in the relationship manager’s annual review and are a factor in determiningcompensation.

Ongoing training focuses on refining client service skills and on continuing education. T. RowePrice keeps relationship managers abreast of the latest industry news, such as complianceupdates, market updates, best practices, and product and service updates, through:

Industry conferences Quarterly investment and market reviews with our investment professionals

Biweekly department-wide forums to obtain updates on new products/services, share best practices, explore industry trends

Briefings from our compliance services department on new regulations

T. Rowe Price also developed internal programs that focus on project management, negotiationskills, and strategic relationship management. We partner with external consultants for training inareas of increasing industry knowledge, teamwork, and value-added problem solving.

10. Has your financial education/advice practice ever been the subject of litigation or claims? If

so, for each instance, describe the nature of the suit or claim, including its resolution or its

current status.

We offer investment advice services through two third-party organizations, Morningstar, andFinancial Engines. Our understanding is that neither has been the subject of litigation or claims.

11. Does your company propose to distribute information that provide participants and

beneficiaries models of asset allocation portfolios of hypothetical individuals with different

time horizons and risk profiles?

Yes, we will distribute retirement strategy communications in which hypothetical participantsituations are addressed. Please see samples enclosed.

a) Describe the generic asset classes that are utilized in the model, the historic return and

risk data used by the model and what defined time periods the data is drawn from.

Asset classes utilized, as well as return/risk data and time periods will differ with eachcommunication piece. Please refer to the samples enclosed for more information.

b) Describe all material facts and assumptions on which such models are based and how

these facts and assumptions are disclosed to participants.

Material facts and assumptions will differ with each communication piece. Please refer to thesamples enclosed for more information.




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The projections or other information generated by the T. Rowe Price Retirement Income

Manager regarding the likelihood of various investment outcomes are hypothetical in nature,

do not reflect actual investment results, and are not guarantees of future results. The simulations are based on assumptions. There can be no assurance that the projected or

simulated results will be achieved or sustained. The charts present only a range of possible

outcomes. Actual results will vary with each use and over time, and such results may be

better or worse than the simulated scenarios. Clients should be aware that the potential for loss (or gain) may be greater than demonstrated in the simulations.

b) Does your company’s proposed interactive material generate an asset allocation that

identifies any specific investment option available under the program (e.g., your

company’s products

No, specific investment options are not identified in the Retirement Income Manager. TheRetirement Income Manager utilizes asset classes rather than specific investment options.

13. How readily can a participant receive product-specific investment advice from you

concerning his or her entire portfolio (e.g., his 457(b) or 403(b) assets plus their FRS, and

IRA assets)?

Product-specific investment advice is offered through Morningstar ® and Financial Engines and isavailable at all times. While the contract is directly between the client and the advice provider, wedo monitor the data that are exchanged between the advice provider and the T. Rowe Pricesystem. In addition, we monitor all transactions performed as a result of the advice provided.

Our full suite of services addresses the investment needs of participants, including guidance andadvice across several channels (i.e., print, online, phone, and in person). The process, mode, andscope of the advice available through each provider are detailed below.

Morningstar, Inc., is a global investment research firm offering an extensive line of products andservices for individuals, financial advisors, and institutions. Investment advisory products andservices are provided by Morningstar Associates, LLC, a registered investment advisor andwholly owned subsidiary of Morningstar, Inc.

The Morningstar Retirement Manager system is an investment advisory service that provides a personalized retirement strategy, including recommendations on retirement income goals,savings, and investment choices. This solution uses a unique holdings-based approach to build a portfolio that results in an infinite number of portfolios.

We offer four advice tools through Morningstar Retirement Manager for plan sponsors and participants:

Morningstar Retirement Manager—Managed by Morningstar Full, discretionary account management enables participants to delegate the managementof their retirement accounts to Morningstar professionals.

Morningstar Retirement Manager—Managed by YouThis product provides online advice that participants can use at their convenience, whichis ideal for self-directed investors.




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Morningstar Advice StatementThe Morningstar Advice Statement is a quick-reading, printed advice statement on howto save and invest, which is ideal for all participants.

Morningstar Advice Call Center Through the Morningstar Advice Call Center, representative-delivered advice is

generated by the Morningstar desktop tool, which is ideal for self-directed investors. Callcenter advice also can direct users to the Managed by Morningstar service if participants prefer to delegate management of their accounts to Morningstar.

Financial Engines was founded in 1996 by Nobel laureate William Sharpe with the vision of making the kind of money management once reserved for high-end institutional investorsavailable to everyone. Today, focusing on large plan sponsors, Financial Engines offers advisoryservices to over 5.7 million retirement plan participants.

Financial Engines strives to create personalized advice and management unique to each participant and plan. It takes into account asset class exposures of options in the plan, expenses,active management risk, and implicit trading costs due to turnover and relative magnitude,duration, and consistency of manager performance.

Personal Asset Manager This discretionary managed account program offers ongoing oversight by telephone, on paper, and online. Telephone interactions are handled by Financial Engines’ speciallytrained advisors.

Personal Online Advisor The advisor tool provides specific savings and investment recommendations delivered

online, and it can be implemented by the user.

Personal EvaluationA personal evaluation includes an annual printed retirement assessment sent to all eligible participants.

Advice Integration

Our investment advice products are fully integrated with our communications and educationservices. For example, the Morningstar Retirement Manager—Managed by Morningstar serviceis integrated with T. Rowe Price Retirement Plan Services’ core recordkeeping system, phonerepresentative desktop, and the participant website. Core system integration handles sending of

account data and acceptance of transactions back from Morningstar. Telephone representativeshave an integrated enrollment screen through which participant preferences and householdfinancial data can be gathered. Enrollment is also integrated into the participant website, where participants can enter preferences and household financial data.




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18. What are the qualifications of the individuals responsible for customer service?

Prior to having telephone conversation with participants, a Participant Service Center (PSC)telephone representative is required to complete of retirement plan service training.

The PSC telephone representatives are hired directly or are internally transferred from our retail

Mutual Fund Service Center staff. A four-year college degree is preferred; over 95% of our representatives have bachelor’s degrees. In addition, 5% have master’s degrees and 10% are pursuing advanced degrees.

PSC representatives are encouraged to obtain Series 6 or 7, 63, and 65/66 registration during thefirst 12 months of tenure. All of the representatives available on our enrollment and distributionqueues have Series 6 and 63 registration. Representatives assisting our TradeLink self-directedBrokerage participants, as well as those participants utilizing Morningstar advice services, arealso Series 7 and 66 registered.

19. Does your company provide investment and financial education to the Plan Administrator?

Please describe (i.e. participant investment psychology).

T. Rowe Price’s communications staff will continue to conduct training sessions for your benefitand payroll staff on a frequency determined by State of Florida but no less than once a year. Your requirements will determine the format of the meeting and topics covered. A typical agendaincludes:

Background and overview of plan changes Review of the communications process Explanation of the new investment line-up and our services Review of the overall impact of the conversion Explanation and review of State of Florida’s role

Recordkeeping and Compliance Training

Our Compliance Services department offers training seminars several times each year. Thesecourses, designed exclusively for T. Rowe Price clients, include practical examples and casestudies that directly relate to the T. Rowe Price/plan sponsor partnership.

Online Reporting Tools Training

The interface of our reporting system, Client Access: Reporting System (CARS), is designed toallow a new user to run a basic prebuilt report with no more than one hour of training.

In addition, comprehensive CARS and Client Access: Inquiry System (CAIS) reporting Web-

based training modules are available on the Plan Sponsor Resource Center, our plan sponsor website. CARS also provides a user guide online and in .PDF format and embedded helpthroughout the system. Our training module allows the user to pinpoint his or her area of intereston the system and learn specifically about that area as opposed to a step-by-step linear design thatrequires the user to complete the entire module. The training is also designed to allow users tolearn a specific feature of CARS and then go back into the system (without needing to log inagain) to immediately apply what they've just learned. Some users who edit existing reports or create custom reports may have a slightly longer learning curve.




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Train-the-Trainer

We also offer Train-the-Trainer meetings to provide your representatives with training on the plan, its enhancements, the investment options, and how to most effectively utilize T. RowePrice’s services. These Train-the-Trainer sessions also provide guidance on how to conductemployee meetings, if desired.

Client Forum and Investment Symposium

The State of Florida will have the opportunity to interact with executive leadership and subjectmatter experts through a variety of channels. Our client advisory group, comprised of our largemarket clients, provides interaction between clients as well as insight into our business plan,system enhancements, and new developments. We also host an annual Client Forum to shareindustry and legislative developments and an annual Investment Symposium to providediscussion related to the current investment landscape.

20. Describe what you believe distinguishes your company’s educational/advice services from

those of your investment provider competitors.

We are finding a greater movement toward life stage-based communications programming,targeting participants based on life events. Participants are becoming increasingly aware of theneed to take responsibility for achieving their own retirement security and desire information toget started and manage their savings effectively. Providing participants with comprehensive andrelevant information—based on goal setting, personalization, and a focus on outcomes—will helpthem achieve better retirement results.

Address the Comprehensive Participant Experience

While the long-term goal of participating in an employer-sponsored retirement plan is to saveenough money for a successful and potentially long retirement, specific needs shift as participants

move to and through retirement. Communication plans are designed to span the entire lifetime of a participant—targeting specific needs at specific participant milestones along the way. Your T.Rowe Price communications consultant, Mary Consugar, will help you employ a comprehensiveapproach to communications that creates the momentum needed to keep your participantsengaged and on track from enrollment through retirement.

Create a Vision and Get Started

For many, deciding to participate in an employee-sponsored plan is the first step in saving for retirement. For this beginning phase, communications focus on providing a compelling case for participating in the plan by highlighting the benefits of the company match, compounding, andtax-deferred savings. Communications will target employees to:

Set retirement income goals Enroll, save, and diversify Consider other accounts to help complete the retirement picture




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Define and Refine Goals

Accumulation and asset allocation are the two key factors during this longest phase of retirement planning. Personalized reminders of participants’ current status along with projected retirement balances based on various allocation models will motivate participants to:

Check their progress regularly and make adjustments that will enable them to maximizetheir savings

Consider complementary product offers for life stage needs Set retirement income goals (if not already set)

Prepare and Anticipate

Preretirees need to assess their retirement income and begin to set expectations about retirement.Providing participants with a projected retirement income figure at varying withdrawal rates helpsthem determine if projected income will meet future needs, and at what withdrawal rate theyshould consider if they do not want to outlive their savings. Personalized messages and outreach programs provide guidance and help participants:

Explore various models and plan an appropriate retirement income strategy Consider ways to complement their retirement savings with other products Set retirement income goals (if not already set)

Transition and Retire

When preretirees transition into retirement, they need information and support. The objective for this phase is to educate terminated participants about the value of keeping their retirement assetsin a tax-deferred account versus cashing out and incurring severe tax penalties. Using innovativecommunication channels and outbound calling programs, we will to continue to help theseindividuals understand their total retirement outlook and their distribution options so they can

make informed and confident decisions. Communications provide retirees:

A comprehensive overview of transition choices Guidance on how to establish income in retirement Information about navigating unanticipated challenges Effective strategies for accessing Social Security and other resources in retirement An understanding of Required Minimum Distribution (RMD) rules and effects

In addition to creating and distributing communications designed to achieve life stage-basedobjectives, T. Rowe Price provides plan support communications such as fund changeannouncements, updates to enrollment kits, and up-to-date information on the participant website.Mary will continue to work with you to determine the best approach to participant education for

your plan.




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21. Describe your company’s approach to continual improvement with respect to its

education/advice practice.

We maintain our success in the areas of employee communications and education by pursuing thefollowing avenues:

Increasing our investment in information technology, people, and research dedicated to product development

Conducting extensive research each year in channel usage, participant behavior, and preferences

Partnering with academics and other critical organizations to stay abreast of consumer trends and technology development

Serving in leadership and membership positions of major think tanks and industry efforts(e.g., BeFi, Behavioral Finance Forum, Pension Research Council, Employee BenefitsResearch Institute, and the American Benefits Council)

Soliciting feedback from our plan sponsors and participants on concepts and new products

T. Rowe Price is receptive to enhancing client and participant experiences and we continuallyimprove our technology and functionality to support our clients and their participants withleading-edge products and services. Your relationship manager, Kim Johnson, will share anyfeedback you have and work with you to tailor solutions to your needs.

During the development phase of a new product, we identify potential clients for a pilot rollout of the product. These clients are selected based on previously expressed interest and if they havespecific plan objectives that relate to the project. We can invite State of Florida to participate insuch testing, if desired. Once the pilot is deemed successful, the product is introduced to clients by the relationship managers and through our communication channels. The rollout across our entire client base is then scheduled.

22. Describe all of your company’s participant education services including, but not limited tothe following:

a) methods of instruction (in person, through an 800 number, or other technology);

Participants can contact a live representative, check the participant website, or visit anInvestor Center for education services. While some participants may prefer to speak to a liverepresentative instead of checking the website, we also offer collaborative tools for those participants who need navigation assistance with the website. Participants can share their browsers with a representative through our co-browse feature, allowing the representative toview and navigate the website with the participant, in his or her actual account. Participantscan also communicate with a representative directly while online via our web chat service.




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Additionally, we offer educational print pieces as well as via our participant website. We also provide meeting representatives who can provide educational seminars for your employees. Asample of our education pieces is included with our proposal.

c) descriptions of any electronic education tools you provide, both software-based and

web-based (provide the address and necessary access codes or passwords so the Bureau

can test your Internet facilities);

As previously discussed, the participant website offers a wide range of educational tools,articles, and videos/podcasts to assist with investment education and financial planning

Website Demonstration

State of Florida participants currently have access to our award-winning participant website. Temporary log-in information is provided below.

Participant Demonstration Site

d) the minimum level of service you guarantee to each participant with respect to each

element of your education/advice services; and

Participants have access to account, education and advice services 24 hours a day throughmultiple channels which include our participant website, our voice response system and theParticipant Service Center. In addition, participants can access information on mobile devicesat any time or chat with a representative during normal business hours. See further details below:

The voice response system, Plan Account Line (PAL), is available 24 hours a day,seven days a week. Monthly restarts of the voice response system are scheduled for 12:00 a.m. ET Saturday and last approximately two hours. Due to the redundancy of the components in the system and the restart sequence, this shutdown is transparentto participants and there is no disruption in service.

The demonstration website address is the same as the actual website address:http://rps.troweprice.com. Then:

Enter your username and password as follows:

Username: T. Rowe Priceguest

Password : T. Rowe Price6215 (This password expires August 31, 2011. Effective September 1,

2011, the new temporary password will be T. Rowe Price8891).




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Recordkeeping System

The next release upgrade for the core recordkeeping system is planned for .This upgrade will provide us with enhancements for processing Roth distributions, taxupdates, and regulatory reporting.

Participant Website

Our product development team recently introduced an interactive Web Chat service. Thisallows participants to connect to a Participant Service Center (PSC) representative throughthe website to ask questions or get help with their accounts.

We are currently piloting a series of integrated collaborative tools within our participantwebsite to enhance our service capabilities, improve our marketing efforts, enhance our technology offering, and improve investor outcomes. These tools include:

Co-browseWith co-browse, participants can share their browsers with a PSC representative

for assistance with the website or their accounts.

Plan Sponsor website

Listed below are plan sponsor Internet-specific initiatives that we expect to undertake in thecoming years:

Expanding personalization through print and Web channels Implementing single sign-on integration with clients and other benefit providers Continuing deployment of portal technology for internal and customer-facing

Web applications Leveraging advances in security features and infrastructure— two-factor,

biometrics, encrypted e-mail, site keys, etc. Evaluating enhancements to reporting tools

23. Are there limits to the frequency with which an employee may receive face-to-face

counseling? Describe. If your company doesn’t offer this service, please disclose.

No, there are no limits to the frequency with which an employee may receive face-to-facecounseling. T. Rowe Price has specialists who conduct educational meetings for our clients attheir business locations. Meeting specialists have extensive training in both investments andretirement plans and are FINRA Series 6 or 7 registered. Many representatives on this team arealso Registered Investment Advisors with FINRA.

We can host a minimum of education events at various benefit fairs. Our employee educationmeeting capabilities include group meetings, one-on-one meetings, and small group computer labmeetings. Additional employee meeting days are available at the

.




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Employee meetings

Our meeting specialists can deliver a variety of retirement planning and investment-related topicsas well as plan-specific education, including features, services, and investment options bothduring conversion and ongoing. Your communications consultant, Mary Consugar, will work with you to develop the content for each meeting to ensure that your goals for your plan

participants and/or eligible non-participants are accomplished. In our pricing proposal, we haveincluded 20 days of employee meetings at no charge.

One-on-One meetings

Your T. Rowe Price relationship manager, Kim Johnson, and communication consultant, Mary

Consugar, will assist in coordinating one-on-one meetings between our employee meetingrepresentatives and Florida’s participants. We typically schedule individual participant meetingswhen the representatives are already on-site to conduct group meetings. We will post a sign-upsheet at the various client locations where the group meetings are located and announce theupcoming employee meetings, using both print and electronic media. Participants can select atime that works best with their schedules.

Participants are able to schedule individual meetings six to eight weeks in advance, using anonline registration page. This can be accessed for up to 24 hours prior to the selected meetingdate. Meetings will be scheduled for a minimum of 20 minutes, although Florida can requestlonger sessions as needed. The online registration system will send confirmation and reminder e-mails to participants. Florida is also able to manage meeting registration independent of our online system and communicate appointment times directly with the Employee Meeting team.

Computer lab meetingsAs mentioned earlier, webcasts are also available through our employee meeting team.Individuals with Internet access can register and attend scheduled sessions, or Florida can gather employees into a Web-enabled meeting room to participate in the webcast as a group. Webcasts

are provided at no additional charge.

T. Rowe Price also offers educational webcasts across multiple clients at several times during theyear, at no additional cost. These sessions are led by T. Rowe Price financial planners andinvestment professionals, giving participants access to presenters with broad industry experiencein addition to that of our meeting specialists. Free follow-up consultations are offered to attendeesafter select sessions.

Advice

While not face-to-face, investment advice is offered through Morningstar ® and Financial Enginesand is available at all times. Our full suite of services addresses the investment needs of

participants, including guidance and advice across several channels (i.e., print, online, phone, andin person). Participants can view account-specific information on the website with the assistanceof a call center representative through our Co-Browse feature.

For instance, if a participant has a question, and Morningstar’s Retirement Manager can providethe answer, the representative and the participant can browse the same pages together while therepresentative explains the tool to the participant.




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f) Is the caller able to obtain the identity of the financial consultant (i.e., will they be able

to seek out specific individuals on future calls)?

The State of Florida will continue to utilize a shared toll-free number to access the call center and are able to obtain the identity of representatives for recordkeeping purposes.

g) Are there Specialists who field particular types of questions?

Yes, there are specialists who field particular types of questions. Some specialties areincluded below:

Questions from participants who are eligible/not enrolled EnrollmentRepresentative

Questions from participants who are active/enrolled In-Plan Representative

Questions from participants who are terminated Distribution Representative




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SECTION E: SERVICES

1. Provide a copy of your company’s organizational chart. Include home office, State of

Florida office, and investment division. Briefly describe the organizational structure of your

company’s 457(b) departments, include the staff working with Record Keeper. For each

employee that will be responsible for Florida’s 457(b) Plan, include years employed with

your company, years of experience servicing 457(b) Plans, and a brief description of theirduties. Provide any plans for a physical Florida office and the number of personnel.

The nature of our team approach creates an environment where all team members are aware of client issues and are skilled at performing a variety of functions. Our representatives are not onlytrained extensively on their respective specialties, but they are also cross-trained in the knowledgeand skills utilized by teammates within their department. This approach creates a cohesiveservicing environment, which allows for a seamless transition of responsibilities in the event of any turnover among team members.

Investor Centers

We have 15 Investor Centers around the country, including two in Florida, staffed withexperienced Investor Counselors able to assist with asset allocation, investment decisions, andtransactions. Investor Center counselors have access to the same system as the Participant ServiceCenter (PSC) representatives and can assist participants with inquiries and provide assistance.Our Boca Raton Investor Center has two dedicated staff members, and our Tampa Investor Center has three dedicated staff members.

Relationship Management

An experienced relationship manager, , is assigned to the State of Florida plan for its duration. is accountable for your overall satisfaction. She oversees all aspects of servicedelivery and will continue to work with you on an ongoing basis to develop and implement a

strategic plan for your retirement program.

As a strategic partner, may recommend ways to improve the efficiency of plan operationsthrough plan design changes, utilizing investment specialists within our Client Servicesdepartment, targeting communications objectives, or identifying ways to reduce costs. willcontinue to provide fiduciary support in monitoring the State of Florida plan’s investment performance, providing an Investment Report and access to industry and market updates.

is an assistant vice president and relationship manager for T. Rowe Price Retirement PlanServices, Inc primary role is to work with our retirement plan clients and their consultantsin monitoring fund offerings, implementing new services, and strategic planning. She joined thefirm in 1999. started her tenure at T. Rowe Price in the Participant Service Center as a

representative and continued as a quality specialist. She also spent several years as an employeemeeting specialist. earned a B.S. in health and human performance from the University of Florida. She is a Series 6, 7, 63, and 65 registered representative.




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Plan Coordinator Team

Ongoing administration is handled by the plan coordinator team (recordkeeping team). Your teamis committed to your satisfaction with the day-to-day operations of your plan. We are dedicated toensuring that:

You are satisfied with your recordkeeping services Your performance standards have been met We have responded to your requests All issues have been resolved to your satisfaction

Client Administration Manager

oversees the plan coordinator team that is responsible for maintaining theadministrative relationship. This includes monitoring and supervising the processing of plan leveltransactions, billing, management reporting, and planning. is also responsible for managing personnel issues and works under the direction of the director of T. Rowe PriceOperations to ensure that all aspects of a client relationship are satisfied. Natalie will be involved

for the duration of the relationship.

is a client administration manager with T. Rowe Price Retirement Plan Services.is responsible for overseeing a team of associates dedicated to servicing our plan sponsors. Prior to working in Retirement Plan Services, worked in the Participant Service Center. She joined the firm in 2004 and moved to operations in 2006. graduated from West VirginiaUniversity in 2002 and earned a B.S. in business administration with a concentration in marketingand communications. also is a Series 6 and 63 registered representative and hascompleted the ASPPA Retirement Plan Fundamentals 1 and 2 exams.

Retirement Plan Coordinators

The retirement plan coordinators are the day-to-day contacts that maintain daily communication between the plan and all internal groups to satisfy client needs and manage client relationships.

will continue to be your retirement plan coordinator. With a thoroughunderstanding of the plan document, oversees the administration of the plan in compliancewith the plan provisions. understands the full menu of our services and is responsible for proactively offering, initiating, and managing enhancements to the plan. will continue tocoordinate plan design changes, all aspects of year-end processing, and day-to-day activity.

is trained on the specifics of the State of Florida plan. We will continue to provide promptresponses to all inquiries with:

Same day response to e-mail

Live telephone support for day-to-day inquiries and issue resolution Plan data history ensures that all team members have the most current information

is a retirement plan coordinator for T. Rowe Price Retirement Plan Services, Inc., and has been with T. Rowe Price since 2007. He is familiar with all aspects of plan administration withinT. Rowe Price and has worked in the retirement plan administration area during his entire tenurewith the firm. has been a primary contact for a number of national plans and has workedwith OKI Data Americas and the State of Florida plan since 2007. Prior to joining the firm in2007, he worked for The Vanguard Group in Malvern, Pennsylvania, for seven years in theBroker/Dealer Intermediaries Department. earned a B.A. in history from Principia Collegein 1988.




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Compliance Team

T. Rowe Price offers compliance and consulting services for State of Florida through our Compliance Services department. will continue to be your dedicated ComplianceAnalyst.

The department includes a staff of over 24 ERISA professionals whose backgrounds are in law,consulting, and third-party plan administration of defined contribution and nonqualified deferredcompensation plans. All of our staff hold professional designations from the American Society of Pension Professionals & Actuaries (ASPPA). Our compliance managers average 19 years of ERISA experience.

Our compliance team is responsible for delivering proactive compliance services to the State of Florida plan. If testing is required, will continue to work to ensure service standards aremet. If no testing is needed, a dedicated toll-free number and e-mail address will be provided sothat all questions can be answered. Access to all of these tests is based on current planconfiguration and characteristics.

is a senior compliance analyst in T. Rowe Price Retirement Plan Services. In addition tohis retirement plan industry experience, has a background in document preparation,recordkeeping, government reporting, regulatory compliance, plan design, and consulting for defined contribution plans. Prior to joining the firm in 2008, Richard worked for MassMutual,MetLife, and Minnesota Life. Richard earned a B.S. degree in finance from Central ConnecticutState University and holds the professional designation of Certified Employee Benefits Specialist(CEBS). He is also a Series 6 and 63 registered representative.

Communications Team

T. Rowe Price has a dedicated in-house agency, the Creative Exchange™, of over 150communications professionals, including communication managers, copywriters, designers,

desktop publishing specialists, production managers, and fulfillment experts.

Your communication consultant, is responsible for ensuring thatcommunications programs meet your plan’s unique objectives. In meeting the plan’s objectives,we create a tailored communications plan leveraging our Retire with confidence® brand.

is a senior communications consultant for T. Rowe Price Retirement Plan Services, Inc. Sheis responsible for communicating plan information to participants as well as providingeducational materials on retirement planning and saving. Prior to joining the firm in 2001, shespent 13 years at Prudential Retirement Services. earned a B.S. in business managementand an M.B.A. in operations management from Wilkes University. She is a Series 6, 26, and 63registered representative.

Employee Meeting Team

In addition to our communications consultants, we have a select group of employee educationspecialists who will continue to conduct educational meetings and communications programsfocused on educating employees to help them make informed investment decisions.




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We can accommodate installment payments for retirees, and we currently provide this servicefor many of our clients. Our recordkeeping system allows for monthly, quarterly, or annualinstallment payments. To facilitate the distribution payments, we can set up an ACH credit toyour participant’s chosen financial account.

e) company to company transfers;

Yes, we will service company to company transfers. We do not place any restrictions,charges, or penalties for transfers of funds between the providers serving the State of Florida457(b) Plan and to other 457 programs. However, all plans offering the Stable Value Fundmust comply with the Fund’s equity wash requirements.

Under the terms of the contracts within the Fund, any short-term fixed income options (i.e.,money market funds and certain bond funds) that have a duration of less than three years areconsidered to be "ineligible" (or competing) investment options; i.e., transferred amountsmust be held in an eligible investment option for 90 days before subsequent transfer to acompeting investment option. Most plan sponsors that offer the Stable Value Fund attempt toavoid offering competing funds. By combining the Stable Value Fund with an intermediate

to longer duration bond fund, the equity wash is not required.

T. Rowe Price does not impose any restrictions, or assess penalties or fees for participanttransfers between plans or qualified investment products.

Transfers are processed on the same day if the request is received prior to 4 p.m. ET.Exchanges between a T. Rowe Price fund and an outside option may rarely require two daysto process.

f) domestic relation orders (include how you will track these accounts);

T. Rowe Price will maintain individual accounts for a Qualified Domestic Relations Order

(QDRO). We will accept instructions from the client or proper authorized parties. Uponreceipt of these instructions, we will separate the accounts or act upon any instructions thatare given. The assigned assets are established in an account designated for the benefit of thealternate payee. Distribution will be made to the alternate payee as provided by proceduresagreed upon between the client and T. Rowe Price.

In addition, because T. Rowe Price retains transaction and balance history, payment amountscan be based on prior account balances.

Earnings on the alternative payee portion can be calculated to the date of distribution or theestablishment of the separate participant account.

T. Rowe Price cannot determine the qualified status of a domestic relations order. If theclient does not wish to determine the qualified status of a domestic relations order, the clientmay hire a third-party provider of its choosing to perform this service. T. Rowe Pricecurrently works with two such providers to coordinate this service for several clients. AonConsulting charges a standard fee of $750 per DRO, and QDRO Consultants charges $300 per DRO.




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g) delayed distributions;

T. Rowe Price takes a proactive approach to ensuring processing integrity. By editing alltransactions as they occur and all participant data as the data change, we eliminate the need tocorrect participant records later. Our recordkeeping system has front-end, plan-level editingfunctions and runs through four edit cycles daily. In addition, all participant records and

transaction activity are reconciled on a daily basis.

In the event that the edit process reveals exceptions or delays, the plan coordinator team willimmediately contact the State of Florida. Your retirement plan coordinator, Steven Goode,will recommend solutions to resolve and process the item.

Generally, errors are corrected based upon the original transaction date and reversed by either redeeming or purchasing shares at that day’s share price. However, considerations may comeinto play that dictate that an adjustment be processed on a current basis. The alternatives andtheir effects would be fully reviewed with State of Florida, including recommended coursesof action.

Participant statements, plan sponsor reporting, and recordkeeping system data files verify thatthe appropriate records have been properly adjusted. The system’s tax records are alsoupdated to reflect all changes.

h) updated addresses of participants (active and inactive);

We will continue to accept changes for active and terminated participants for the State of Florida via PSC or the Internet.

i) distribution of W-2 and 1099 forms;

T. Rowe Price files all 1099-Rs and W-2s with the IRS and mails a copy to participants by

the required date of the year following the distribution.

j) participant confirmations for in-house exchanges;

Confirmation statements are generated within one business day after processing.

k) plan-to-plan transfers (IRA’s, 401(k), other pension plans), include confirmations;

T. Rowe Price can perform plan to plan transfers of balance, loan, and deferral information between plans. We would recordkeep and maintain eligibility, compensation, andcontributions in each plan the participant is a member of until instructed to perform a transfer.Year-end reporting would show the participant in the plans he or she was a member of during

the year, unless we performed plan to plan transfers. While we do not move historical data between plans, we can transfer account balances.

l) loans;

Several types of loan servicing are available, depending on specific plan requirements. In allcases, T. Rowe Price will fully outsource loan initiation and maintenance.




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Loan-by-Phone and Online Loans

Participants can call our toll-free phone services or use our participant website to model andrequest a loan. Paperless loan services require plan-level preauthorization; however preauthorization cannot be used for plans that require spousal consent on loans. In that case,we still need to obtain loan documentation at the time of the request.

Our paperless loan procedures eliminate the need for a written loan application andaccompanying paperwork. The loan check and documentation of the loan terms will bemailed separately, usually within 24 hours of the request. Checks are processed the next business day for requests received by 4 p.m. ET and on the following business day for requests received after that cutoff time.

m) communication of trading fees to participants; and

When a participant trades into or out of a redemption fee-eligible fund, our recordkeepingsystem provides a redemption fee warning on the last stage of the transaction process. For example, on the participant website, the participant must click-through this confirmation

screen to submit the trade. The warning typically states:

“Please be advised that the fund you are exchanging into/out of assesses a redemption fee of X% on shares held for YY days or less.”

The actual fee parameters (percentage and time period) vary by fund and are automaticallyupdated by the system for both proprietary and non-proprietary investment options. Allredemption fee-eligible funds involved in the transaction will provide a separate disclaimer.

n) communications to the State plan’s centralized Record keeper both electronically,

problem resolution, and correction of the daily rejection report. (Please speak

specifically about all participant changes both demographics and financial)

T. Rowe Price takes a proactive approach to ensuring processing integrity. By editing all participant data as the data change and transactions as they occur, we eliminate the need tocorrect participant records later. Our recordkeeping system has front-end, plan-level editingfunctions and runs through four edit cycles daily. In addition, all participant records andtransaction activity are reconciled on a daily basis.

In the event that the edit process reveals exceptions, your plan coordinator, Steven Goode,will immediately contact the appropriate person at the State of Florida. Steven willrecommend solutions to resolve and process the item.

6. Please make a statement that your company has read and will follow the procedures in

Exhibit F.

T. Rowe Price has read and will follow the procedures in Exhibit F.

7. At the participant’s request, describe your company’s distribution process for participant’s

forms (email and postal distributions). Include in your description how often your company

updates any packages which include participant’s forms.

Forms are sent by the State of Florida rather than T. Rowe Price. As such, we do not update forms(or packages that include participant forms).




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Participants can make the following changes to their accounts via the VRS:

Transactions

Change contribution amount

Change investment election Change current balances

Account Settings and Preferences

Change PIN Change language (Spanish/English)

Change preferences-Balance information-Outstanding loan balance-Available loan amount-Market quotes/company stock -Fund information (balance, price, performance)-Defined Benefit-Remove all preferences

b) can your VRS and website be modified to reflect the Program provisions and

restrictions?

Yes, the T. Rowe Price VRS and website can be modified by the State of Florida.

The VRS script is driven by plan rules, allowing the dialogue to address only those functionsavailable to that specific plan and participant.

Online, the State of Florida can post important plan literature, forms, conversion information,and other plan details via the Plan Benefits page. This page is customized to provide asummary of plan provisions, such as eligibility, matching, and vesting.




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c) can employees enroll over the phone and on the website? Please describe the process for

both.

Yes, employees can enroll over the phone, but they cannot enroll on the website.

Enrollment kits are supplied to the newly eligible participant by T. Rowe Price. The participant may complete the enrollment form or elect to enroll over the phone by calling theParticipant Service Center.

The enrollment forms or the automated enrollment templates completed over the phone arereviewed for any missing data and investment allocations not totaling 100%. The indicativedata from the form is entered onto an upload spreadsheet. If a participant does not designatean investment allocation on his or her enrollment form, T. Rowe Price will temporarily investthe new account in the age appropriate Retirement Date fund. However, if the investmentallocation does not total 100%, we will call the participant to get a complete investmentallocation.

10. Can you process a participant’s request for asset allocation changes via the VRS and

website?

Yes, T. Rowe Price can process a participant’s request to change investment elections or current balances via the VRS and the T. Rowe Price website.

11. Can you process a participant’s request for an exchange of existing balances from one

option to another investment option(s) via VRS and website? How long does your company

retain account history from the VRS and website? Are confirmations sent to the

participants?

Yes, T. Rowe Price can process a participant’s request to exchange existing balances via the VRSand the T. Rowe Price website.

We typically retain documents for the life of the plan relationship at T. Rowe Price. After a planterminates, our standard practice is to retain data for seven years.




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d) describe the training process for your phone representatives for the Program.

PSC representatives complete a thorough six-week training program. The program beginswith product knowledge and the general services offered by T. Rowe Price. This builds thefoundation for all of our representatives to instill confidence in our investors. The newrepresentatives are then given extensive information systems training, as well as an in-depth

review of T. Rowe Price mutual fund products and investment markets, in an effort to further expand their investment knowledge. Throughout the training, associates learn about theexceptional customer service that T. Rowe Price provides to its customers. The standards towhich the associates will be held are discussed during training and embedded in each trainingsession.

Next, each representative undergoes an advanced training session specializing in employer-sponsored retirement plan information, including but not limited to taxes, retirement planregulations, transaction processing, and ERISA and IRS provisions. While this subject matter is complex, we have a tenured training staff that ensures the highest level of quality servicethrough innovative and proactive teaching.

Topics covered include:

Telephone skills Advanced retirement issues Tax issues Continuing education on T. Rowe Price funds Rules and regulations of 401(k), 401(a), profit sharing, deferred compensation, and

403(b)(7) plans The voice response system Advanced telephone techniques

Training includes role-playing where test calls are placed to ensure that proper responses are

provided. The training focuses on different methods of learning, varying from instructor-ledclassroom discussion, role-playing, Web-based training, and blended methods. Training willcontinue in the form of market and plan updates.

The new representatives are also partnered with tenured members of the department whileresponding to participant inquiries. The tenured representatives provide the necessaryguidance and support to the new associates during the participant telephone calls.Representatives will complete training specific to the State of Florida plan before handlingcalls. We will conduct simulations with representatives to ensure that any individual areas of concern are recognized and addressed in a training environment.

Additionally, telephone conversations between phone representatives and participants will be

continually monitored, with immediate feedback provided to ensure that the highest quality of customer service is maintained. Quality assurance training will also be conducted as part of the call coaching and call monitoring programs. Any changes in the plan would becommunicated immediately to the representatives.

The PSC telephone representatives are hired directly or are internally transferred from our retail Mutual Fund Service Center staff. A four-year college degree is preferred; over 95% of our representatives have bachelor’s degrees. In addition, 5% have master’s degrees and 10%are pursuing advanced degrees.




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PSC representatives are encouraged to obtain Series 6 or 7, 63, and 65/66 registration duringthe first 12 months of tenure. All of the representatives available on our enrollment anddistribution queues have Series 6 and 63 registration. Representatives assisting our TradeLink self-directed Brokerage participants, as well as those participants utilizing Morningstar adviceservices, are also Series 7 and 66 registered.

15. Describe the types of payout options available for your 457(b) plan participants.

The following total distribution methods are available for State of Florida 457(b) plan participants: total distributions, partial distributions, installments, and rollovers. If a participantelects installments, T. Rowe Price will process ongoing installments on the anniversary date of the original payment. At any time during the installment term, a participant is permitted to changethe frequency of payments or take a total distribution. Total distributions are processed upon participant’s request minus any outstanding loan balances once the plan is notified to default theloan. Spousal consent is not required. The plan offers di minimus distributions; the participantmust have a balance under $5,000 and not have received a deferral in over two years.

Distribution Procedures

Participants will determine when they are eligible for total distributions from the plan asthey terminate.

A distribution kit is supplied to the terminated participant by T. Rowe Price. The kit willinclude the following:

Letter of Instruction Request for Distribution Form Tax Notice Rollover Into/Out Form Participant Action Form

The participant receives and completes the Request for Distribution Form and returns thecompleted forms to T. Rowe Price. T. Rowe Price keeps copies and forwards theoriginals to the State of Florida for approval. All forms should be forwarded to:

T. Rowe Price Retirement Plan ServicesSpecial Attn.: Forms Enclosed

Baltimore, Maryland 21297-1215

If the request is a partial withdrawal, this can be taken over the phone on a recorded

line.

The State of Florida receives and reviews the paperwork to ensure completion of allsections, then sends T. Rowe Price an invoice showing approval for process. If the Stateof Florida has questions or comments regarding the form, they will notify T. Rowe Pricefor research and/or clarification.

Assets that are being indirectly rolled over will be made payable to the participant andmailed to the participant’s address of record. If the participant provides a new address onthe distribution paperwork, T. Rowe Price will issue the check to the address provided onthe paperwork as well as update the participant’s address on the T. Rowe Pricerecordkeeping system. A confirmation letter is mailed to the participant within three daysfollowing the transaction.




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T. Rowe Price will generate and mail the check and voucher directly to the participant’saddress of record within two business days from the date of redemption.

The participant receives the check and the voucher. In addition, the participant shouldreceive a withdrawal confirmation letter under separate cover. The withdrawalconfirmation letter is sent out within one to three business days from the date of the

redemption.

If the participant requests a direct rollover, the Rollover Into/Out Form is completed. Thecheck will be mailed directly to the rollover institution. A letter of acceptance from thereceiving institution must accompany the form. However, if an address is not providedfor the rollover institution, the check will be mailed to the participant who will then needto forward the check to the rollover institution.

A copy of all documentation is scanned into the T. Rowe Price recordkeeping system as a permanent record.

A Form 1099-R will be mailed to the participant’s address of record by January 31 of the

year following the redemption.

16. Describe how you process beneficiary accounts.

In the unfortunate event of a death, T. Rowe Price will work directly with the participant’s beneficiary or surviving spouse to expedite the process for distributing the participant’s account.We typically implement the following procedure:

T. Rowe Price maintains beneficiary data on our recordkeeping system.

State of Florida notifies T. Rowe Price that a participant is deceased.

State of Florida provides a copy of death certificate, beneficiary designation, anddistribution request form to T. Rowe Price.

T. Rowe Price provides State of Florida with beneficiary information for verification.

T. Rowe Price reviews the information provided and processes distribution and mails or wires proceeds directly to beneficiary(ies).

State of Florida would be ultimately responsible for the outcome of competing claims, if necessary.

17. Describe your loan processing system. Can your company process payments through ACH?

Provide a statement that your company will comply with Exhibit E.

Several types of loan servicing are available, depending on specific plan requirements. In allcases, T. Rowe Price will fully outsource loan initiation and maintenance.

Participants can call our toll-free phone services or use our participant website to model andrequest a loan. Paperless loan services require plan-level preauthorization; however preauthorization cannot be used for plans that require spousal consent on loans. In that case, westill need to obtain loan documentation at the time of the request.




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Our paperless loan procedures eliminate the need for a written loan application andaccompanying paperwork. The loan check and documentation of the loan terms will be mailedseparately, usually within 24 hours of the request. Checks are processed the next business day for requests received by 4 p.m. ET and on the following business day for requests received after thatcutoff time.

T. Rowe Price will continue to process loan payments through ACH for the State of Florida, andwe will comply with Exhibit E.

18. Describe your company’s process and any restrictions regarding loans to 457(b) plan

participants.

When a participant calls to request a loan, we will send the Florida Loan Application form andthe ACH Repayment form. The participant can also elect to receive the PSC loan application paperwork online, at their address of record or alternate address via the USPS or FedEx or by fax.This paperwork will include the following:

Loan Application Form

Promissory Note, Security Agreement reflecting the loan terms selected by the participant Loan Redemption Form Letter of Instruction Return envelope (labeled for T. Rowe Price)

The Florida Loan Application form and the ACH Repayment form should be sent to T. RowePrice with a copy of a voided check. Paperwork is then sent to the State of Florida for approval.The plan administrator at the State of Florida will review the loan documentation for accuracyand completion. If the paperwork is in good order, the plan will forward the paperwork to T.Rowe Price via encrypted e-mail or fax for processing. T. Rowe Price reviews the loan paperwork to ensure completion of all sections and verifies loan initiation (issue) date is within30 days.

T. Rowe Price generates and mails the loan check and voucher to the participant’s address of record via USPS or FedEx within two business days from the date of redemption. If the participant has elected to receive the loan proceeds via a wire, T. Rowe Price will wire the proceeds according to the instructions provided by the participant. T. Rowe Price will provide aLoan Extract file to SunGard to indicate that a new loan has been issued.

On a monthly basis, T. Rowe Price will forward to the State of Florida a Loan DelinquencyReport, which will identify all participants who have not made a loan repayment or had their ACH debits rejected due to insufficient funds.

If the participant is eligible for a distribution under the terms of the plan (e.g. terminated,

permanently disabled) the participant’s account balance will be reduced by the outstanding loanamount in a plan loan offset. The loan amount ceases to exist after this transaction and the participant’s loan balance is reduced to $0. In January of the year following the plan loan offset,the participant will receive a Form 1099-R from T. Rowe Price reporting the outstanding loan balance.




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If the participant is not eligible for a distribution (e.g. active), the loan will be deemed distributedand remain part of the Trust assets. In January of the year following the deemed distribution, the participant will receive a Form 1099-R reporting the outstanding loan balance plus interestaccrued through the date of the deemed distribution. Interest will continue to accrue on the loan balance until the loan is repaid or offset from the participant’s account balance. Interest accruedfollowing a deemed distribution is not taxable. However, the outstanding loan balance, plus

accrued (but unpaid) interest, will reduce the maximum amount available for any subsequentloans (if the plan allows subsequent loans after a deemed distribution has occurred).

19. If your organization is selected, from what locations will the primary client-level support

services be delivered? Explain.

If we are selected to continue servicing the State of Florida, primary client-level support serviceswill be delivered by in Tampa, Florida and in Owings Mills,Maryland.

20. How does your company measure and evaluate client-level satisfaction? How does your

company intend to report the results of such measurement to the Bureau?

T. Rowe Price historically has distinguished itself in the area of client service. We realize that thehighest commitment to quality service is required if the relationship is to grow and prosper over time.

External Client Satisfaction Measurement

We believe that external measurement by an independent third party is the most objective meansof obtaining quality feedback from plan sponsors and participants. This feedback is a crucialcomponent of our exceptional service objectives and is used to direct our client service initiatives,as well as develop new products and service enhancements.

T. Rowe Price has a strong reputation for providing a consistently high level of client service;maintaining stability in our processes and our people; and, most of all, acting in the best interestof our clients. In BusinessWeek ’s 2009 annual list of Customer Service Champs, the T. RowePrice brand was ranked by consumers as ninth overall for customer service satisfaction across allmajor industries. T. Rowe Price was the highest-ranking financial services firm and placed aheadof firms such as the Four Seasons Hotels & Resorts; Nordstrom; and Apple, Inc.

In Boston Research Group’s 2010 Defined Contribution Plan (DCP) survey of plan sponsors, T.Rowe Price received an overall satisfaction rating of 97%, above the industry norm of 95%.

Our success in achieving a high level of client satisfaction is also proven in PLANSPONSOR

magazine’s 2010 Defined Contribution Survey results, where T. Rowe Price was ranked second

of 15 large-plan market providers based on overall participant services.

Internal Client Satisfaction Programs

To encourage client feedback, we created a tool called Voiceline. This online tool capturescompliments, suggestions, and complaints from our participants, plan sponsors, and internalassociates. A team of topic managers reviews all Voiceline submissions every day. Each topicmanager is in charge of certain categories (e.g., distributions, fulfillment, customer service, etc.).After reviewing each comment, the topic manager will decide whether the submission needs to beescalated and, if so, will work with internal contacts to resolve issues.




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With Voiceline, staff members can run reports to see trends by category, client, or issue. Once atrend identifies itself, topic managers work to implement improvements and to communicate the progress of these improvements. Voiceline provides an easy way to collect feedback about our products and services and continually improve the level of service to our clients.

21. What distinguishes your client-level service program for 457(b) plans from that of other

companies?

Our goal is to continue to provide all of our clients with leading-edge services regardless of their plan type. Wherever possible, we will leverage our resources to deliver quality services costeffectively. In cases where there are differences in service requirements between plans, we will provide resources that are well-versed in the specific needs of a given plan and client. By doingthis, we believe each plan sponsor is receiving specialized attention and benefiting from our best practices.

T. Rowe Price has been providing investment management services for more than 70 years andcomprehensive retirement plan services for more than 30 years. Throughout our history, we havefound that our competitive advantage is our commitment to client service. T. Rowe Price has a

strong reputation for providing a consistently high level of client service, maintaining stability in both our processes and our people, and most of all, for always acting in the best interest of our clients. These attributes have led to our success in the retirement market, and we are well positioned to continue servicing the State of Florida retirement plan.

Client First – A Partnership with Plan Sponsors

T. Rowe Price is a unique company with a strong sense of purpose. Our clients have highexpectations and want to work with a visionary and committed provider. Building an industry-leading retirement plan is a formidable challenge. It means staying ahead of industry trends, infront of regulatory changes, and aware of employee expectations. In addition, we have theflexibility to adapt to our clients needs in an ever-changing industry.

The most important aspect that T. Rowe Price brings to our partnership with clients is a culture built on putting client’s needs first. We value our relationship with the State of Florida, and wehope you continue to value the high standards we have set for our associates and our firmregarding our service to you.

Innovative Participant Engagement and Solutions

We have a strong commitment to innovation and a dedication to providing solutions to our clients. T. Rowe Price is constantly innovating to ensure that we remain at the forefront of offering new services and solutions to our clients and prospective clients. We conduct extensiveresearch and collaborate with leaders in the field of behavioral finance to ensure that our solutions

will meet the varying needs of participants as they accumulate adequate retirement income to prepare for up to 30 years of retirement. Our participant engagement strategy creates solutionsand integrated programs that anticipate the varying needs and key decision points for thedelegators and self-directed investors at each stage of the participant lifecycle, from enrolling andaccumulating to pre- retirement planning and transitions. Doing so results in the right messagegetting to the right participant at the right time.




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i) Describe how your company’s participants records are safe from outside and viral

intrusion.

T. Rowe Price’s network perimeter is protected via various security infrastructures, includingfirewall technology, to help prevent unauthorized access. The firewalls are managed with adefault deny policy, which means that all connections are blocked by default unless access

has been explicitly approved and granted. Periodic vulnerability tests are conducted toexamine ports, active protocols, and operating system exposures. T. Rowe Price has alsoengaged security consultants to perform infrastructure and server penetration testing on a periodic basis. Console access to the firewalls is limited to administrative personnel usingsecure protocols. Firewall logging is enabled to track communications (failed and successfulaccess attempts) between the Internet and the internal T. Rowe Price network.

We also employ intrusion prevention systems (IPS) at the network perimeter to supplementfirewalls. The IPS systems detect and block network-based attacks against T. Rowe Pricecomputer systems. Systems are continuously scanned as part of our vulnerabilitymanagement program. In addition, applications and technologies are thoroughly tested prior to implementation in accordance with development and change control procedures.

Internal T. Rowe Price security personnel perform continuous monitoring and assessment of security vulnerabilities and penetration risks. A comprehensive third-party vulnerabilityassessment is also performed on a periodic basis. The areas generally assessed are:

Internet Connection Assessment – Security review and penetration test of theexternal-facing service network

Web Application Assessment – Security review and penetration test of the T. RowePrice Retirement Plan Services and T. Rowe Price Services Web applications byWhitehat Security

Wireless Assessment – A search for rogue or unsecured wireless access points atselected T. Rowe Price locations

Dial-up Assessment – Dial-up testing on two phone exchange ranges (approximately20,000 telephone numbers)

Physical Security Testing – Physical security testing at the secured data center,corporate office, and corporate campus designed to gain access to T. Rowe Price’ssecure facilities without authorization or badges

Targeted third-party assessments are performed as deemed necessary. T. Rowe Price iswilling to discuss the results of the tests at an executive-summary level but does not discuss

details as this may compromise the firm’s security readiness.

T. Rowe Price has also created an Incident Response Team that is available 24 hours a day,seven days a week. To protect sensitive information, this team has been empowered to takeimmediate steps to prevent or halt any breach of company security, including computer viruses that could steal or damage data or threats from unauthorized users attempting to gainaccess to our systems.




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27. Provide copies of your latest internal control opinion issued by an independent auditor and

performed in accordance with Auditing Standards.

Please review the enclosed SAS 70 Report.

28. What audits are conducted to ascertain Plan Sponsor satisfaction with software changes?

How do you resolve complaints, evaluate software quality, and improve softwareperformance?

T. Rowe Price is committed to providing high quality software to meet the needs of our clientsand participants. Our firm-wide commitment to a long-term approach drives us to continuallyassess our products and their ability to meet ever-changing needs. We approach product andservice development and delivery through:

establishing a partnership and collaborating with our clients streamlining 401(k) recordkeeping to help sponsors progress and participants achieve

retirement income success through plan design, servicing, and features thoughtfully considering opportunities and innovation

leveraging the best talent making decisions in the collective interests of our partnerships with clients supporting decisions with research consistently evaluating opportunities for scalability

We have a broad range of experiences working collaboratively to efficiently and effectively meetthese unique needs and leverage best practices from other clients. T. Rowe Price has formal processes in place to help us capture and leverage these best practices and to monitor satisfaction.

T. Rowe Price monitors satisfaction through a variety of industry and proprietary studiesthroughout the year. This allows us to make midcourse adjustments to products andservices as necessary.

We also collect direct feedback from clients on an ongoing basis. We host a client forumfor clients across the country, representing various industries across our client base. Thefocus of this forum is to facilitate interaction between clients, provide insight into our business plan, system enhancements, and new developments, as well as receive feedback on potential policy initiatives, product enhancements, and help participants achieve asecure retirement.

Our relationship managers meet weekly to discuss opportunities and challenges acrossour client base. Online collaboration platforms are used to regularly share best practicesolutions and emerging trends. Task forces are formed to further explore ideas as neededand cross-departmental teams are created to move appropriate projects forward. Clientsare involved in a variety of ways as appropriate—from scoping to testing to pilot programs throughout the projects.

Additionally, we use a Web-based tool, Voiceline, to capture feedback directly from participants. Over time, this tool has allowed us to monitor participants’ perceptions of investment selections and make a wide range of changes to our products and services.This feedback mechanism also helps keep our sponsors informed about their participants’needs.

Complaints

T. Rowe Price strives to resolve plan sponsor concerns in a timely, mutually acceptable fashion.Plan participant concerns are documented and addressed, and complaints will continue to becommunicated to the State of Florida on a regular basis.




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Participants with concerns about the level of service or information they have received from arepresentative can speak with the representative’s direct supervisor. The supervisor will beavailable to resolve the participant’s request or involve others to provide resolution. In the eventthat the supervisor is unable to satisfy the participant, the group manager or department manager may be asked to speak to the participant. If coaching is deemed necessary, the supervisor willretrieve and listen to the call and review the situation with the representative. This review will

also function as a continuing education session to avoid the recurrence of the problem.

The supervisor will then contact the participant over the phone and/or in writing to ensure the participant that the situation is being handled. In circumstances where misinformation given by arepresentative may have led to a cost to the participant (such as paying to mail forms), thesupervisor will initiate our goodwill procedures to ensure prompt reimbursement. Members of the management team ensure the situation was resolved in a satisfactory manner and anynecessary follow up is provided.

The following is an outline of procedures we have enacted to document problems/complaints:

Written correspondence is retained and filed. A copy will be sent to the State of Florida if

requested. All inquiries received through our telephone services are recorded for security purposes

and future reference. A log is maintained of the number and types of issues. Systematic solutions to the problems are discussed and implemented to resolve the

incident and eliminate future occurrences.

Your relationship manager, , will work directly with the manager of the PSC toidentify solutions, such as training, or provide additional resources to the telephonerepresentatives. If the State of Florida has concerns that need to be addressed, Kim will also work with you to resolve such concerns.

Software Improvements

The base accounting system was purchased as package software from the SunGard Corporationand installed in 1988. is used as the base recordkeeping package.This core accounting package is maintained by SunGard’s programming staff. The T. Rowe Priceinformation systems group has continuously enhanced this core package over the years throughthe addition or creation of custom subsystems that link to the base-accounting package. Theseenhancements are maintained in-house. Upgrades to the base system for enhanced functions or compliance reasons are installed by T. Rowe Price in the form of a release from the vendor.

The maintenance agreement with SunGard includes 24-hour support should a processing error occur that cannot be corrected by our in-house staff, periodic enhancements to the software, and

major releases of new versions of the software every two to three years. T. Rowe Price isultimately responsible for supporting changes to the recordkeeping system.

Since 1988, the T. Rowe Price information systems staff has enhanced the core software package by building several internal subsystems that link to the base-accounting package. Theseenhancements are maintained in-house and include:

A pending trades system for tracking company stock settlements The telephone system used by our representatives in talking with participants Numerous plan sponsor reports that monitor activity at the participant and plan level




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An MIS system that monitors our performance standards on all transactions receivedfrom the client.

Our Voice Response and Account Access systems

Flexibility results from the fact that data are maintained at several levels within the systemsarchitecture, coupled with a report writer feature and an online reporting system. The SunGard

system also provides for a plan résumé that edits and monitors plan provisions at a transactionlevel. In addition, the base recordkeeping application contains numerous fields that can be user defined, allowing for considerable differentiation among plans. Finally, every subsystemdeveloped by T. Rowe Price is rules-based. This capability allows for maximum flexibility indefining rules governing the recordkeeping of client plans without programmer intervention.

29. Do you have an internal audit staff that regularly evaluates all controls, systems, record

keeping, and risks associated with your investment and technology services? If yes, please

describe your internal audit procedures.

T. Rowe Price has an independent Internal Audit Department that reviews Retirement PlanService and Retail business and operations units; corporate functions such as Finance, Facilities,

Human Resources, and Legal; Global Business Solutions and Technology; the Trust Company;Investment Management and Trading; Investment Operations; International Operations; and theT. Rowe Price Savings Bank.

30. Describe the various types of insurance coverage. List amounts of coverage and any limits.

Please state that your company will pay for any deductions.

T. Rowe Price carries a Fidelity Bond to protect against certain employee and third-partydishonest or fraudulent acts. T. Rowe Price maintains Errors & Omissions/ Directors & Officersinsurance that is designed to cover losses due to certain errors and omissions, misstatements andother actions of the insureds. We will pay for the insurance deductibles.

Fidelity Bond: T. Rowe Price Group, Inc., its subsidiaries and affiliates (including T. RowePrice Associates, Inc. and T. Rowe-Price International, Inc.), as well as the T. Rowe Price Funds(collectively “T. Rowe Price”), currently carries a $110,000,000 Fidelity Bond through ICIMutual Insurance Company to protect against certain employee and third-party dishonest or fraudulent acts. The $110,000,000 coverage limit is applied “per occurrence.” This is an “eventoccurrence” policy that provides coverage based on the policy in effect when the event occurs.There is a $250,000 deductible for most claims. There is no deductible for employee fraud in thePrice Funds. The policy period is August 31, 2010 – August 31, 2011.

The firm’s Fidelity Bond covers loss resulting from computer fraud. Computer fraud is definedas the unauthorized entry of data into or deletion or destruction of data in, or change of dataelements or program, within the firm’s computer systems. The Fidelity Bond also covers the firm

for losses resulting from fraudulent internet transactions.




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E&O/D&O Insurance: T. Rowe Price Group, Inc., its subsidiaries and affiliates (including T.Rowe Price Associates, Inc. and T. Rowe-Price International, Inc.), as well as the T. Rowe PriceFunds (collectively “T. Rowe Price”), also maintains an Errors & Omissions/Directors & Officersinsurance coverage in the aggregate amount of $125,000,000 through ICI Mutual InsuranceCompany, Arch Insurance Company and Axis Insurance Company. These policies are designedto cover losses due to certain errors and omissions, misstatements and other actions of the

insureds. Also, these are “claims made” policies that provide coverage based on the policies ineffect when the claim is made, regardless of when the event occurred. All claims submitted bycorporate insureds are subject to a $1,000,000 deductible. The policies cover the period August31, 2010 – August 31, 2011.

31. What procedures are used to assure that changes to computer programs produce the

desired results? Describe fully your quality control system.

Quality in all aspects of plan management is assured through a combination of system controlsand quality assurance programs. T. Rowe Price continuously evaluates its processes, procedures,and people to ensure quality service is delivered. In many instances, we begin by asking our clients how we can better service them and target our efforts to exceed their expectations.

System Controls

The recordkeeping system’s extensive front-end, plan-level editing capabilities allow us to enter and monitor State of Florida-specific plan provisions and restrictions. All transactions entered viatelephone (e.g., voice response system or telephone representative) and/or our participant websiteis subject to extensive real-time edits that ensure that the transactions conform to plan provisions.For example, a participant who attempts to initiate a loan for an amount greater than allowed will be asked to request an amount within the allowable range. The system will not accept thetransaction, and the participant is notified.

These front-end edits invoke a complex network of rules that define the plan’s processing

provisions. Other examples include (but are not limited to) the ability to restrict company officersfrom various types of transaction activity, enforcement of limits on the number of loansoutstanding, restricting transaction activity for a particular investment vehicle or type of money,and the enforcement of maximum salary deferral percentage provisions for highly compensatedemployees and non-highly compensated employees. The most important aspect of this rules- based editing is that the participant will not be able to enter a transaction that passes front-endedits that subsequently rejects in batch processing.

For transactions not entered via telephone or our participant website, the system completes four edit cycles each day, producing reports that indicate those participants and/or plan activities thatare not in compliance with the plan or procedures. In the event that the edit process revealsexceptions, the retirement plan coordinator will immediately contact the appropriate person at

State of Florida. The coordinator will recommend solutions to resolve and process the item. Inaddition to the system edits, we utilize a quality control process within the plan coordinator teamsto monitor all work.

Our Automated Workflow Distribution system, which tracks the inflow of work to the plancoordinator teams, monitors processing of that work against pre-established service levels and provides reporting on that information to the management of client administration. Image andworkflow management technology also provides improved measurement-related feedback, whichin turn facilitates continuous improvement of service levels.




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Each financial transaction is reported to the master file of plan-level data. Trade dates for eachtransaction are maintained in a history file. These transaction records are reconciled daily toensure accuracy.

32. Describe your process for conversion of an existing plan to your proposed plan. Please

include reduction of fees, transfer restrictions, representatives and account records.

Not applicable. We are a current recordkeeper for the State of Florida.

33. Provide a detailed description of your last comparable implementation including details of

specific problems and solutions.

T. Rowe Price works hard to guarantee a seamless implementation. During our last comparableconversion, we faced the following challenges:

Multiple conversions in from multiple vendors. Illiquidity of terminated vendors' stable value funds. Lack of automated data exchange from plan sponsor's payroll system to our

recordkeeping system.

We resolved the matters by offering the following solutions:

We followed our time-tested conversion processes but expanded the normal level of resources assigned to accommodate the scope of the project.

We agreed to recordkeep the funds until such time as the funds could be liquidated andmapped to the comparable open investment strategy within the plan.

We implemented automated indicative data exchange for account maintenance, salarydeferral, and loan extract.

We are recognized for our proactive and consultative approach to client service. This approach

provides a smooth transition and consistent ongoing service. We have conducted a proprietarysurvey of our clients that converted and received a 100% satisfaction rating for each of the lastfour years.

34. Describe the working relationship between the implementation team and the 457(b)-Plan

Administrator.

Not applicable. We are a current recordkeeper for the State of Florida.

35. Is your company willing to commit time and other resources necessary to train the Bureau

of Deferred Compensation’s staff? Will your company send representatives to the Bureau

to receive training on programs and procedures?

Yes, our communications staff will continue to conduct training sessions for your staff on afrequency determined by State of Florida but no less than once a year. Your requirements willdetermine the format of the meeting and topics covered. A typical agenda includes:

Background and overview of plan changes Review of the communications process Explanation of the new investment line-up and our services Review of the overall impact of the conversion Explanation and review of State of Florida’s role




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Continuing to enhance the T. Rowe Price Retirement Income Manager service andtools

Recordkeeping System

The next release upgrade for the core recordkeeping system is planned for September 2011. Thisupgrade will provide us with enhancements for processing Roth distributions, tax updates, andregulatory reporting.

Participant Website

Our product development team recently introduced an interactive Web Chat service. This allows participants to connect to a Participant Service Center (PSC) representative through the website toask questions or get help with their accounts.

We are currently piloting a series of integrated collaborative tools within our participant websiteto enhance our service capabilities, improve our marketing efforts, enhance our technologyoffering, and improve investor outcomes. These tools include:

Co-browseWith co-browse, participants can share their browsers with a PSC representative for assistance with the website or their accounts.

Plan Sponsor website

Listed below are plan sponsor Internet-specific initiatives that we expect to undertake in thecoming years:

Expanding personalization through print and Web channels Implementing single sign-on integration with clients and other benefit providers

Continuing deployment of portal technology for internal and customer-facing Webapplications

Leveraging advances in security features and infrastructure— two-factor, biometrics,encrypted e-mail, site keys, etc.

Evaluating enhancements to reporting tools

37. Is your company willing to commit all necessary resources (money, time, etc.) to develop

and implement a dedicated enhanced web-based system for the State of Florida Program?

We are currently providing the State of Florida with an enhanced web-based system, and we willcontinue to do so.

38. Describe your company’s record-keeping abilities and methodology. Confirm that you can

process and provide all of the files required for transmission to the Record Keeper in the

manner and within the times stated in Exhibit C.

We utilize a combination of systems to provide recordkeeping and administration services. Wewill continue to process and provide all of the files required and within the times stated in ExhibitC.




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Hardware

We employ a multi-platform hardware environment that includes both mainframe and server components. Specific hardware utilized includes IBM mainframes, Hewlett-Packard servers, andEMC storage. All computing hardware is located at our Owings Mills, Maryland Data Center andowned by T. Rowe Price. We have provided the some of the specifications of our hardware

below:

Mainframe environment:

IBM Z196 2187-604 processor IBM Z196 2187-702 processor Total computing power of 5055 Mips

Running Z/OS V1.10 operating system, configured in a Parallel Sysplex

RPS Production DASD currently at 2.8 Tb of allocated space

Server environment:

1200 Production Windows servers

Refresh cycle: Rack servers: three year cycle Blade servers: four year cycle

Software

Our environment consists of a variety of proprietary systems and vendor-supplied software. Ingeneral, software that handles core recordkeeping, trading, and reconciliation functions is vendor-supplied, while the client-facing technology (participant account access, sponsor interfaces, etc.)is proprietary. We retain source code rights to most vendor software, giving us the ability tocustomize and enhance the software for better integration with proprietary systems. In somecases, we have modified vendor software to better address client needs and facilitate interfaces.

OmniPlus version 5.45 (Omni) is used as the base recordkeeping package. Primary inputs toOmni come from sponsors in the form of payroll/HRIS interface files and transactions from participants that are entered via the various interactive front-end systems (Participant ServiceCenter (PSC), Plan Account Line, participant website). Financial activity posts to Omni eachnight. From this posting process, files are generated that drive the generation of confirmationletters to participants and disbursement processing via Omnipay. An additional interface drives processing for cash reconciliation and automated outside mutual fund trading, as well as populating data for interface to client payrolls to set up loan repayments.

Following completion of the posting cycle, the DB2 core database is populated. This database is acombination of participant data extracted from OmniPlan and an extensive framework of rules

that allow our proprietary front-ends (PSC, Plan Account Line, the participant website, ClientAccess: Inquiry System) to provide inquiry/transaction access 24/7 while also tailoringinformation and enforcing plan provisions as appropriate to the needs of each client. These rulescontrol a multitude of parameters, including loan minimum/maximum, salary deferralminimum/maximum (including HCE), trading restrictions (officers, etc.), equity wash, and manyothers.

The front-end systems use shared modules to access these rules, ensuring consistency acrosschannels. When a participant places a transaction, it is written to a central DB2 database. Thus, atransaction entered through any channel can be seen, modified, or deleted by any other channel.




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At the close of the market, these stored transactions are extracted from the database and routedinto Omni for the night’s posting.

Participant-requested salary deferral changes are also extracted from the transaction database inaccordance with plan rules. These rules are quite flexible to allow for alignment with client payroll cycles.

An additional DB2 database is maintained to support the Client Access: Reporting System, our plan sponsor reporting tool.

Our Defined Contribution Processing Model is provided below.

39. Describe your system capabilities and operating procedures to ensure that the Program and

each participant’s account are in balance with respect to deferrals, exchange and transfers

in and out.

During the implementation process, the provisions of the plan were developed into a résumé of

specific data and input into our system for future reference. Our recordkeeping system edits alltransactions entered in the system against this plan synopsis. Additionally, our system maintainsedits for suspension periods, contribution limits, withdrawal restrictions, investment electionchanges, and other functions. All transaction activity is reconciled with the mutual fund recordsdaily. This function, plus the system edits, ensures that the plan is operating in compliance withIRS requirements, as well as plan-specific regulations.

Our Accounting Services department is responsible for performing daily reconciliations of alltrading activity and their associated assets to ensure that settlement has occurred and the assetshave been delivered. This department monitors all cash flowing into and out of the investments.




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A conduit trust account is established as a primary checkpoint with additional checks and balances occurring within each plan’s individual investments.

Plan-level and participant-level reconciliations are performed for all contributions, distributions,investment changes, and capital gain distributions. We maintain stringent controls to monitor andconfirm that all assets forwarded and distributed from the T. Rowe Price trust account occur in an

efficient, effective, and timely manner.

In addition to the system edits, we utilize a quality control process within the plan coordinator teams to monitor all work.

40. How do you account for corrections in a prior accounting period? Can you post

transactions as of a prior effective date? How are errors handled for:

a) receipt of deferrals;

b) benefits payments (both over and under);

c) earnings of interest or dividends;

d) company-to-company transfers;

e) tax withholdings;f) plan-to-plan transfers;

g) special supplemental payments;

h) withdrawals;

i) court appointed participant (CAP) accounts; and

j) purchases and sales of investment product.

Yes, we can post transactions as of a prior effective date for the topics above, if T. Rowe Pricemade an error in processing. We correct all transaction errors. In the event of a transaction error,we would systematically go back to the calculation date and determine the difference in marketvalue, factoring in the accrual of dividends based on whether the share price was over- or understated. The adjustments are made to participant and trust level records. We make corrections

as soon as administratively feasible to limit impact to future participant requested transactions.Upon notification of an error, we will notify State of Florida and communicate the number of accounts that need to be adjusted and the planned schedule for completion.

If the error were in regard to pricing, we would seek restitution from any investment manager responsible for it.

41. If amounts are erroneously invested due to company’s error, confirm that the participant

will be made whole at your company’s expense.

If amounts are erroneously invested due to our error, we will make the participant whole at our expense. T. Rowe Price takes a proactive approach to ensuring processing integrity. By editing all

transactions as they occur and all participant data as the data change, we eliminate the need tocorrect participant records later. Our recordkeeping system has front-end, plan-level editingfunctions and runs through four edit cycles daily. In addition, all participant records andtransaction activity are reconciled on a daily basis.

In the event that the edit process reveals exceptions, the plan coordinator team will immediatelycontact the appropriate person at State of Florida. Steven Goode, your retirement plancoordinator, will recommend solutions to resolve and process the item.




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Generally, errors are corrected based upon the original transaction date and reversed by either redeeming or purchasing shares at that day’s share price. However, considerations may come into play that dictate that an adjustment be processed on a current basis. The alternatives and their effects would be fully reviewed with State of Florida, including recommended courses of action.

Participant statements, plan sponsor reporting, and recordkeeping system data files verify that the

appropriate records have been properly adjusted. The system’s tax records are also updated toreflect all changes.

42. What information do you maintain in a participant’s account record? Confirm that the

information is sufficient to meet requirements set by the Bureau and federal regulations to

maintain an eligible 457(b) plan. What is your edit process?

We maintain all of the information that is provided on the enrollment form, which includesindicative data, payroll information, and beneficiaries.

Through our normal transmissions to the State we work through various quality checks to ensurethis data is being accurately reported.

43. Confirm that you perform and are liable for any tax withholding, reporting, and timely

distribution of any required 1099-R or W-2 forms.

Yes, our recordkeeping system provides all required federal and state tax data for plandistributions. Withholding is calculated using our OmniPlus software based on the information inour files. Withholding is initiated at the time the check is cut in OmniPay.

All withheld taxes are transmitted to the various tax jurisdictions and authorities based on their individual regulations. At the end of the year, data are transmitted in the manner required by eachtax jurisdiction. We can accommodate both magnetic or electronic media and paper format.

Our recordkeeping system automatically calculates and reports the taxability of plan distribution payments. The recordkeeping system will withhold appropriate federal and state taxes fromdistribution amounts. Form 945, 941, or 1042 is filed annually or quarterly as required to reportfederal withholding. State withholding is reported to each entity as required by state law. Thedata and withheld taxes are transmitted electronically to the IRS and tax statements are maileddirectly to participants. Our system is capable of withholding state income taxes.

T. Rowe Price files all 1099-Rs, W-2s, or 1042-S forms with the IRS and mails a copy to participants by the required date of the year following the distribution.

44. Confirm that you can provide quarterly participant statements. Please submit a completed

sample statement. Does your statement list detailed transactions? Confirm your quarterly

statements will be mailed within 10 business days of the end of each quarter. When will457(b) participant’s statements be in compliance with the new DOL fee transparency rules?

We will continue to provide quarterly participant statements, and we have enclosed a samplestatement for your review. The modules on the front of the statement reflect the status of the participant’s retirement accounts, including balances, contributions, account value, and accountallocation, supported by an analysis based on the participant’s personal data.




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Plan sponsor reports and participant statements are provided within 10 business days followingquarter-end. Participants can obtain current and historical statements on-demand from the participant website or through our telephone services.

457 participant statements are not subject to the new DOL fee transparency rules. However, our participant statements currently include all applicable fees charged to participants in the "Account

at a Glance" module on the front of statements.

45. What is your company’s procedure for reporting changes to participants’ and beneficiaries’

addresses to the State’s centralized Record Keeper?

We will continue to accept changes for active and terminated participants for the State of Floridavia PSC or the Internet.

46. Confirm that you can provide direct deposit of periodic benefit payments to participant’s

checking and savings accounts.

Yes, we can provide direct deposit of periodic benefit payments to participants’ checking and

savings accounts.

47. Will your company offer pre-authorize withdrawals?

Yes, we will pre-authorize withdrawals.

48. Describe how your company will provide nightly feeds (i.e. participant account values) to

the Record Keeper. What is the earliest time of night/morning you could provide the feed?

We send secured files to the State of Florida in the early morning hours. Generating the file andsending the file can occur during the morning. Knowing the specifics of the data requirementswill determine the transmission time, as the data may be dependent on the completion of the

nightly batch processing.

49. Can your system distinguish between pre-tax and after-tax contributions, as they would

relate to “Roth IRAs”? When will your company’s interface with Record Keeper be

completed for Roth IRAs? When will your company’s system be ready to accept Roth

457(b) money?

Yes, our system can distinguish between pre-tax and after-tax Roth contributions. Our recordkeeping system has the capability to track Roth contributions in a separate source from allother contributions for the purposes of qualified distribution tracking and discrimination testing.

The T. Rowe Price recordkeeping system processes transactions with full regulatory compliance.

Our cross functional team continues to update our system in order to include all new legislation.We are currently creating a solution that incorporates all the guidelines and allows us to properlyrecordkeep Roth contributions that are transferred or rolled over from another qualified plan.Once the final regulations are set, T. Rowe Price will have a method to incorporate participant’scontributions and transmit certain amounts to another plan.




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If we are provided interface specifications, we should be able to collaborate with the provider todevelop a data file. Developing an extract file for an external recordkeeper would vary dependingon the complexity of the requirement specifications and testing capabilities with the interfacingentity. Standard files can be developed for testing within a few business days. Custom files maytake several weeks to develop.

We began offering Roth services to 457(b) plans in 2011, so our system is already prepared toaccept Roth 457(b) assets.

50. What methods of customer service quality controls do you utilize? Do you monitor or

record telephone conversations?

We continually train representatives on how to provide investment education and on newlegislation and rules governing the plans. In addition, at least 10 calls per representative arereviewed each month, and approximately 25% of all secured participant e-mail conversations arereviewed for quality each month.

Yes, all telephone conversations through PSC are digitally recorded, which gives us the

opportunity to audit any and all calls. Calls are retained for a period of . PSCsupervisors provide monitoring and coaching each week for representatives on their team. Thefirst 12 months are stored on disk and immediately accessible to all management. After 12months, the calls are moved to long-term storage. Retrieval time for a recorded call is about four hours. All calls are maintained indefinitely.

51. Within your participant support phone service, do you utilize personnel with differing

credentials/experience/training depending on the question asked? Describe.

Yes, callers are automatically routed to representatives specializing in enrollment, in-planconcerns, and distributions based on their current status. Our representative training and career progression program is based on skill achievement, advanced training, and FINRA licensing.

Representatives are first trained to handle in-plan concerns and then are promoted after obtainingthe licensing and training needed to handle enrollment and distribution questions. Our mosthighly licensed and trained representatives handle brokerage inquiries.

52. What are the five most significant risks a self-directed retirement plan participant faces, in

order of importance? How does your company respond to the risks?

The following five items are risks plan participants face within a self-directed plan.

Not enrolling, or not saving Not saving enough Investment Risk

Improper Asset Allocation Longevity Risk




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T. Rowe Price responds to these risks by offering the following products and services:

Multi Channel Education

We promote a multi-channel approach in communicating to plan participants about theimportance of saving for retirement. This approach is critical to reach participants in the various

ways they each prefer to receive information about their retirement plan. Our channels include:

Print communications E-mail communications Web-based communications Face-to-face and Web-based employee meetings Fully staffed Participant Service Center with toll-free 1-800 number

Our communications consultants provide robust communications solutions to all participants. Our goal is to enable participants to realize the maximum benefit of their retirement savings plans sothat they can retire with confidence. In order to fulfill this vital mission, we have developeduniquely effective strategies to address all segments of retirement plan participants based on

research conducted by investment behavioral experts.

Focus group testing revealed that participants prefer simple and straightforward communicationsthat are inspirational and emotionally appealing. Our Retire with confidence® brand is designed toconvey a strong sense of optimism toward the future, looking at retirement and the possibilitiesthat come from educated planning. Scenic photography and complementing copy reflect participants’ emotions, allowing readers to envision themselves in retirement settings suitable tothem. Retire with confidence® is a fresh, ongoing communications brand that encourages participants to take steps toward reaching their retirement destination.

Future Path Auto Services

T. Rowe Price fully integrates auto services across all participant channels. We can use thefollowing tools to properly position, promote, and inform participants about these services andtheir impact their retirement savings:

Auto-Enrollment

Activation letter - Provides an overview of the auto-enrollment process, including howauto-enrollment works, the participant’s ability to make changes to his or her account,and instruction to adjust the auto-enrollment percentage, change the investment selection,and/or how to opt out of the service.

Reminder postcard Annual reminder letter

Enrollment campaign E-mail




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Auto-Increase

Activation letter – Provides an overview of the auto-increase service, including how auto-increase works, the participant’s ability to adjust the auto-increase percentage or increasethe time period, and how to opt out of the service.

Annual service notice

Enrollment campaign Educational article Service education provided in employee meetings Web message Participant flyer Statement message Educational poster E-mail

Auto-Invest

Enrollment campaign

Educational article Statement insert Postcards E-mail

Auto-Rebalance

Activation letter – Provides an overview of the auto-rebalance service, including howauto-rebalance works and the asset allocation that will be used at the time of rebalance.

Enrollment campaign Educational article Web message

Educational poster Statement message Educational flyer E-mail

Auto-Boost

Activation letter – Provides an overview of the auto-boost service, including how auto- boost works, the benefits of the service, the participant’s current election, and/or how toopt out of the service.

Reminder postcard

Auto-Restart

Activation letter – Provides an overview of the auto-restart service, including how auto-restart works and/or how to opt out of the service.




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Personalized Statements and Reporting

The T. Rowe Price participant statement is a single-page document that provides participants withthe critical and actionable information they need to help them reach their retirement goals. Themodules on the front of the statement reflect the status of the participant’s retirement accounts,including balances, contributions, account value, and account allocation, supported by an analysis

based on the participant’s personal data. The modules on the back page provide more detailedinformation, including customized plan messages and investment activity. Our statement iscustomizable at the plan and participant levels.

Our participant statement is widely recognized as one of the best in the industry. DALBAR, Inc.,an independent financial industry research firm, previously awarded T. Rowe Price the FinancialServices Communications Seal award for our participant statements. T. Rowe Price has alsoreceived a DALBAR designation of “Excellent” for our participant statement over the past seven

years.

DALBAR recently released its 13th annual Trends and Best Practices in Investor Statements for Retirement Plans report. T. Rowe Price was favorably recognized for reporting fee informationon the quarterly statement in both the account summary and as a stand-alone section, completewith breakouts of the fees and commentary.

Licensed Customer Service Assistance

Nearly 60% of our Participant Service Center representatives are Series 6 and 63 registeredrepresentatives.

Industry and Investment Webinars

Meeting specialists can deliver industry and investment education in a live, interactive, Web- based format. Individuals with Internet access can register and attend scheduled sessions, or theState of Florida can gather employees into a Web-enabled meeting room to participate in thewebcast as a group. Webcasts are provided at no additional charge.

T. Rowe Price also offers educational webcasts across multiple clients at several times during theyear, at no additional cost. These sessions are led by T. Rowe Price financial planners andinvestment professionals, giving participants access to presenters with broad industry experiencein addition to that of our meeting specialists. Free follow-up consultations are offered to attendeesafter select sessions. All webcasts can be recorded and posted online for future use by your

employees.




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53. Can participants initiate transactions through phone representatives, voice response and

Internet?

Yes, participants can contact a live representative or check the participant website to complete thesame transactions related to investment and participant data. While some participants may prefer to speak to a live representative instead of checking the website, we also offer collaborative tools

for those participants who need navigation assistance with the website. Participants can sharetheir browsers with a representative through our co-browse feature, allowing the representative toview and navigate the website with the participant, in his or her actual account. Participants canalso communicate with a representative directly while online via our web chat service.

Voice response system capability is more limited due to the structure of the system. For example, participants can only request a form via the voice response system to change beneficiaryinformation, yet participants can complete this transaction via a live representative or the participant website. The plan sponsor can determine the transactions and literature requestsavailable over the voice response system.

Please note, participants can only initiate hardship withdrawals, primary residence loans, and

transactions where spousal consent is required by requesting the appropriate forms through a liverepresentative, the participant website, or the voice response system. As mentioned above, for security purposes, changes of address or status for active participants must be handled throughState of Florida. These requests are not handled via the live representative, voice responsesystem, or participant website, and there are no plans to incorporate these capabilities into thesystems.

54. To make a trade through a service representative, which of the following are options

available to the participant?

a) Call the voice response system and experience a “soft” transfer to your service

representatives;

Yes, participants can call and experience a soft transfer from the VRS to a representative.

b) Call the voice response system and request the transaction; and

As mentioned above, the voice response system capability is more limited due to the structure of the system, but you can determine the transactions that are available over the voice responsesystem.

c) Call your representatives directly

Participants cannot make direct calls to participants. They must always be greeted by the VRS

and then transferred to a participant within 30 seconds.




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55. How would a participant make a trade through your company’s internet?

Transactions are based on plan rules, and plan sponsors have the flexibility to determine whichtransactions participants can make online. Most sponsors choose to have the same transactionsavailable online and through telephone services.

To place a transaction, the participant will choose Transactions on the left of the screen and proceed through the process as directed by easily understood prompts. At the end of thetransaction, he or she will receive a confirmation number.

56. How do you relay information to the record-keeper regarding the value of the participant’s

brokerage account and when?

TradeLink market value is updated daily through an automated feed from the brokerage system.Stock trades are real time, provided there is a market for the requested security. Mutual fundtrades are effective using the close of business NAV. Transactions are batched together at theend of the processing day and posted to the recordkeeping system during the evening processingcycle.

57. If you are able to relay the value of the participant’s brokerage account daily, by what time

(EST) will the value be available?

Yes, TradeLink market value is updated daily through an automated feed from the brokeragesystem. Account values will be available after the evening processing cycle has been completed.The voice response system and participant web site is then updated every morning atapproximately 3 a.m. ET.




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58. How is detailed information regarding brokerage account holdings made available your

company and how soon after the quarter-end is it available?

Self-directed account information is integrated into participant statements and our participantwebsite and is updated and available on a daily basis. Quarterly participant statements willinclude balance information from the self-directed account, so that participants can receive a total

retirement account balance with one statement. Participants will also receive a separateTradeLink statement that includes details of any brokerage activity completed during the previousquarter.

Participant statements are available within 10 business days following quarter-end. Participantscan obtain current and historical statements on-demand from the participant website or throughour telephone services.

59. How is information regarding brokerage account holdings made available to the plan

sponsor?

T. Rowe Price can provide periodic reports on participant holdings in the self-directed brokerage

accounts to verify trading activity. Standard plan sponsor reports are provided with five businessdays following quarter-end. Standard and customized reports can be downloaded from our PlanSponsor Resource Center, specifically through our Client Access: Reporting System (CARS).Custom reports that require special programming are provided within 15 business days,depending on complexity, at no additional charge for this service.

60. Will you accept an allocation of on-going contributions directly into the brokerage window

or will only transfers from the other investment options be permitted?

Yes, on-going contributions can be made directly into the brokerage window.

61. During what hours of the day are client service representatives available to respond to

participant trading and service calls? Are these calls monitored and recorded for auditpurposes? Give the time periods for storing these recordings.

Our PSC representatives are available to take calls from 7 a.m. to 10 p.m. ET, Monday throughFriday. In addition, correspondence representatives are available to address participant e-mailsfrom 8 a.m. until 5 p.m. ET, Monday through Friday.

Yes, all telephone conversations through the PSC are digitally recorded and retained for a periodof 12 months. PSC supervisors provide monitoring and coaching each week for representatives ontheir team. The first 12 months are stored on disk and immediately accessible to all management.After 12 months, the calls are moved to long-term storage. Retrieval time for a recorded call isabout four hours. All calls are maintained indefinitely.

62. Indicate the incidence (as a percentage of total trades) of trading errors within the directed

brokerage system. If specific figures are unavailable, provide the best estimate, and indicate

that the figures are an estimate.

We have procedures in place to ensure that all transactions processed on our recordkeepingsystems are accurate. Our recordkeeping staff has an accuracy rating of over 99%.




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63. Discuss the application, disclosure, and waiver forms as it pertains to the brokerage

window.

Participants interested in our TradeLink services are sent an application kit and may request kitsthrough the participant website, the VRS or speaking with a representative. The kit includesservice description and restrictions, a sweep fund fact sheet, plan specific information, a

participant authorization form and a two page TradeLink customer account agreement whichcontains a predispute arbitration clause. The participant authorization form is a template and ismodified for your plan specifics. Once the accounts have been established, T. Rowe Price willsend a letter welcoming the participant to TradeLink.

64. For participant reporting, will the total brokerage balance be transmitted to your company

in order to be incorporated on the quarterly plan statement?

Yes, self-directed account information is integrated into participant statements and our participantwebsite.

Quarterly participant statements will include balance information from the self-directed account,

so that participants can receive a total retirement account balance with one statement.

Participants will also receive a separate TradeLink statement that includes details of any brokerage activity completed during the previous quarter. TradeLink statements typically includethe following information:

Valuation at a Glance Asset Allocation Portfolio Holdings Money Market Fund Detail Transactions by Type of Activity Total Value of All transactions

Messages

65. Describe the Web services available for the Self-Directed Brokerage Window.

By logging in to the participant website, participants can access their brokerage account via a link to Pershing. No additional sign in is required. On the Pershing site participants can view balances, positions and history. In addition they are able to place trades, set price and trade alerts.

66. Is information available to participants through any means other than the Internet?

Participant Service Center Representatives, not a commissioned sales force, are available toanswer calls and accept TradeLink trades (7 a.m. to 10 p.m. ET, Monday through Friday).

We offer an optimized mobile website (troweprice.mobi) to allow participants to access T. RowePrice accounts, including mutual funds, brokerage, and retirement accounts, via a mobile device.T. Rowe Price Mobile provides access to account balances, portfolio holdings, transactionhistory, fund information, and educational Insights articles. Transactions must be performedthrough the full participant website (rps.troweprice.com).




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Participants can access the mobile site using their existing online user name and password. Themobile site supports iVerify, a free service that offers an additional layer of account protection atthe log-in level. Participants can enroll in iVerify through the full site and will have the option toregister their mobile device upon accessing the mobile site.

T. Rowe Price Mobile is provided at no additional fee, although Web access charges may apply

through the participant’s service provider.

Additional services are offered to the participants. The Tele-Trader service is an automated phoneservice that will allow the participant to review the sweep fund balance, the market value of TradeLink investments, and to check the trade order status (24 hours a day, seven days a week).

67. Discuss participant communications as it pertains to the brokerage window.

Participant education and engagement remains a challenge to achieving full SDBA utilization.We have found that many participants do not feel equipped to make investment decisions relatedto their individual fund lineups, fund mapping, or asset allocation.

To help alleviate these concerns, T. Rowe Price aims to increase participant awareness andeducation, both at the implementation phase and ongoing. We prepare targeted, customcommunication materials to help educate participants on their investment options, and T. RowePrice’s experienced meeting representatives conduct participant meetings to explain commonretirement savings concerns and help empower participants to make decisions related to their retirement accounts. We also provide a wide variety of interactive tools and calculators to assistin the decision-making process.

T. Rowe Price also integrates our self-directed account information into our participant website,call center, and participant statements. Participants using T. Rowe Price’s self-directed brokerage product, TradeLink , can download their account data into Intuit’s Quicken or Morningstar’sRetirement Manager to provide a consolidated view of their holdings. To further support our self-

directed brokerage participants, T. Rowe Price’s telephone representatives are trained to handle both brokerage and retirement questions through a single representative. Participant statementsinclude balance information from the self-directed account in order to display a total retirementaccount balance on one single statement.



P lan Cos t Ana lys i s



INVESTMENT EXPENSE (costs paid indirectly as reflected in the share price for the fund)

Fund Lipper Fund Category¹

Market Value of

Plan Assets

6/30/2011 % of Plan

Fund

Expense

Ratio²

Lipper No-

Load Expense

Ratio

Average²

Administrative

Fee Payments/

Credits³

TRP Stable Value Fund, A Not Applicable $58,493,002 15.4% 0.32%

TRP Prime Reserve Money Market Funds $5,140 0.0% 0.58% 0.58%

TRP Spectrum Income General Bond Funds $27,059,057 7.1% 0.70% 0.99%

TRP New Income Corporate Debt Funds A Rated $3,662,064 1.0% 0.70% 0.59%

TRP Retirement 2015 Mixed-Asset Target 2015 Funds $11,946,986 3.1% 0.68% 0.80%





TRP Retirement Income Mixed-Asset Target Alloc Moderate Funds $3,187,918 0.8% 0.59% 1.04%




TRP Retirement 2045 Mixed-Asset Target 2045 Funds $578,934 0.2% 0.77% 0.83%

TRP Retirement 2055 Mixed-Asset Target 2050+ Funds $167,149 0.0% 0.77% 0.88%


TRP Growth Stock Large-Cap Growth Funds $36,502,034 9.6% 0.70% 1.10%

TRP Capital Appreciation Mixed-Asset Target Alloc Growth Funds $34,084,110 9.0% 0.72% 1.00%TRP Mid-Cap Growth Mid-Cap Growth Funds $30,224,485 8.0% 0.80% 1.25%

TRP Equity Income Equity Income Funds $26,416,387 7.0% 0.69% 1.24%

TRP International Growth & Income International Multi-Cap Value $22,688,350 6.0% 0.89% 1.40%

TRP Mid-Cap Value Mid-Cap Value Funds $20,266,741 5.3% 0.81% 1.14%

TRP New Horizons Small-Cap Growth Funds $17,559,002 4.6% 0.81% 1.49%

TRP Equity Index Trust, Sch A Not Applicable $16,888,058 4.4% 0.20%

TRP Small-Cap Value Small-Cap Core Funds $14,822,837 3.9% 0.97% 1.24%

TRP Small-Cap Stock Small-Cap Core Funds $7,646,377 2.0% 0.92% 1.24%

TRP Science & Technology Science & Technology Funds $6,836,701 1.8% 0.92% 1.30%

Outstanding Loan Balance $2,137,036 0.6%

Total: $380,064,825 100.0% 0.66%4

Annual $ Cost $2,526,656

# Plan Participants w/ Balance 5,815

Average Cost per Participant $435

4Weighted Average

State of Florida

1 Lipper Averages do not include common trust funds (trusts).

2 Each fund's annualized expense ratio is based on fiscal year-end data available as of 6/30/2011. The "Lipper No-Load Expense Ratio Average" is provided to compare the ongoing costs of

investing in each listed fund with other funds in the identified Lipper category.

3 Administrative Fee Payment (AFP) shown for non-T. Rowe Price Investment options within the plan reflects the fees that T. Rowe Price Retirement Plan Services, Inc. receives in the form of

administrative fee payments from the outside fund firms. AFPs are included in the total expense ratio of the investment vehicle.

T. Rowe Price Retirement Plan Services, Inc. (“TRP RPS”) contracts with and receives from the T. Rowe Price sponsored mutual funds (“Funds”) payment to offset the costs of providing

shareholder recordkeeping and administrative services on behalf of the Funds. Such payments are paid from the total expense ratio of the Funds, are reviewed and approved at least annually

by the Funds’ boards, and are paid monthly.

In pricing its recordkeeping services performed for each plan for which it provides recordkeeping services, TRP RPS offsets the recordkeeping fees the plan would otherwise be charged with a

credit equal to of the annual average assets the plan is expected to hold in the Funds during the period in which the recordkeeping fee relates.



State of Florida

PLAN ADMINISTRATION EXPENSE (explicit charges billed directly to the plan sponsor or extracted f rom participant accounts through a fee transaction)

Recordkeeping $0

Trustee Services $0

Compliance (Form 5500/Testing) $0

Participant Directed Fees 5

Variable

Plan start-up/conversion charges$0

Termination related charges $0

Total $0

PARTICIPANT COMMUNICATIONS EXPENSE (explicit charges billed directly to the plan sponsor or extracted from participant accounts through a fee transaction)

Production and Mailing $0

Design and Creative Work $0

Employee Meetings $0

Total $0

TOTAL PLAN COST SUMMARY

Investments $2,526,656

Plan Administration $0

Participant Communications $0

Total Plan Expenses $2,526,656

Total Plan Cost per Participant $435

Total Plan Cost as % of Assets 0.66%

ANNUAL ALLOWANCE (costs incurred by plan or by the plan sponsor on behalf of the plan and paid by T. Rowe Price)

Communications Budget

Administrative Budget

Source of expense ratio data: Lipper, Inc

TRP provides of employee education meetings annually, a value of

5 There are separate fees assessed to participants who either (a) take a loan from the plan one time fee per loan), (b) have their assets managed by Morningstar in the Morningstar

Retirement Manager service ), or (c) make a company stock transaction Factors impacting plan service pricing include: average participant

account balances, operational complexities, plan provisions, etc.

TRP absorbs the cost of a participant communications campaign up to



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]XZ`c`kp%K_\DXipcXe[9ljè\jj:fekèl`kpI\Zfm\ipJ`k\D9:IJgifm`[\jXm\el\]fik_\jn`]kXe[\]ÔZ`\eki\jldgk`fef]Zi`k`ZXcYljè\jjgifZ\jj\jèk_\\m\ekf]Xcfjjf]Xepf]KIG8ËjdXafiL%J%j`k\j%

Knf_le[i\[Xe[knfj_Xi\[_fki\Zfm\ipj\XkjXi\XmX`cXYc\]fik_\mXi`fljYljè\jjle`kjXe[Xi\Xjj`ê\[Ypk_\9ljè\jj:fekèl`kpDXeX^\iXZZfi[è^kfgi\$[\k\idè\[i\Zfm\ipj\Xkè^Z_Xikj%K_\j\[\jbjZXeY\XmX`cXYc\n`k_è]fli_flijf]XZk`mXk`feXe[XccZi`k`ZXcXZk`m`k`\jZXeY\g\i]fid\[]ifdk_`jcfZXk`fe%

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TRP Stable Value Fund, N Not Applicable

TRP Prime Reserve Money Market Funds

TRP Spectrum Income General Bond Funds

TRP New Income Corporate Debt Funds A Rated

TRP Retirement 2005 Active Trust Not Applicable











TRP Retirement Income Active Trust Not Applicable

TRP Growth Stock Large-Cap Growth Funds

TRP Capital Appreciation Mixed-Asset Target Alloc Growth FundsTRP Mid-Cap Growth Mid-Cap Growth Funds

TRP Equity Income Equity Income Funds

TRP International Growth & Income International Multi-Cap Value

TRP Mid-Cap Value Mid-Cap Value Funds

TRP New Horizons Small-Cap Growth Funds

TRP Equity Index Trust, Sch Not Applicable

TRP Small-Cap Value Small-Cap Core Funds

TRP Small-Cap Stock Small-Cap Core Funds

TRP Science & Technolog Science & Technology Funds

Outstanding Loan Balance

State of Florida - Proposed Investment Line-Up




Fund Fac t Shee ts



Samp le P lan Upda t e



Samp le Commun i ca t ion Mate r ia l s



250919_psc_enr_0311

104749 3/11



Case S t ud ies - Hypo the t i ca l



Serv i ce Manua l



2/01/11

Note 2: If the participant does not have an investment allocation on record, theywill automatically be transferred to the investment allocation transaction leg of

the PAL or my RetirementPlan to establish an investment allocation prior to being

offered the salary deferral change transaction leg.

Note 3: Participants who call and have already requested an investment allocationand call the PAL or accesses my RetirementPlan to request another investment

allocation before the close of the New York Stock Exchange generally, 4 p.m. ET

(the cut-off time), the first investment allocation request will be pending. The

participant must make a decision to delete the pending investment allocation and

then initiate a new one. If the participant calls the PAL or accesses

my RetirementPlan the close of the New York Stock Exchange generally after 4

p.m. ET, the investment allocation requested prior to 4 p.m. ET cannot be deleted.

STEP 3: The investment allocation change file is automatically posted to the TRP

recordkeeping system.

STEP 4: The participant will receive a fund prospectus when selecting a fund in which the

participant has never invested. Prospectuses are mailed within three business days

from the date the investment allocation is processed.

STEP 5: A confirmation of the transaction will be provided to the participant. Participants

will be able to view confirms online and a paper confirm will also be generated

and mailed directly to the participant's address of record one to three business

days from the date the investment allocation is processed.

Approval:

______________________________________________________________________

Plan Representative Date

______________________________________________________________________ T. Rowe Price Representative Date



STATE OF FLORIDA

BADGE PROCEDURES

T. Rowe Price Operations employees

STEP 1: Anyone who will complete and/or verify any transaction forms from the State of

Florida (“State”) must complete the “Deferred Compensation Plan Signature

Authorization Application” to identify who is allowed to give their signature

authorization on all Deferred Compensation forms. (See Appendix A)

Note 1: The form should be completed by the following: Plan coordinators and

their backups, Client Administration Manager of Coordinator Team, General

Manager of Coordinator Team, and Transaction Team Manager.

Note 2: The representatives completing the form will be considered an expert

with the plan and the plan procedures.

STEP 2: The forms will be signed off by the T. Rowe Price Relationship Manager for the

State (“RM”).

Note 1: Anyone on the plan coordinator team that will have to review and sign

off on the forms must have completed the Deferred Compensation Plan Signature

Authorization Application before signing off on any of the forms.

STEP 3: The RM or Client Administration Manager (“CAM”) will notify the Bureau of

Deferred Compensation within 10 business days of the effective date of termination, reassingnment or change in job duties of any Signature Authorized

Applicant.

T. Rowe Price Participant Service Center (PSC) employees

Semi-annually, the Bureau of Deferred Comp will send a list of agents that they have on file

as current and TRP has to validate the list as current or make corrections. (See Appendix B

for example of list that is validated)

STEP 1: The spreadsheet is updated monthly by the PSC and forwarded to the State by theRM.

Note 1: The spreadsheet is a refresh file each month and must be sent to the State

by the 10th

business day of the month.

Note 2: No forms will need to be completed by any of the PSC representatives.



T. Rowe Price Relationship Manager (RM); Communication Consultant;

Employee Meeting Representatives

STEP 1: Any personal meeting representatives must complete the “Deferred Compensation

Plan Representative Application.” (See Appendix C)

STEP 2: When completing the form, it must be accompanied by a “head shot” picture of

the employee to be emailed in JPEG form to the State then to be laminated on the

badge that will be created by the State.

STEP 3: All application forms must be signed off by the RM.

Note 1: A list of all the T. Rowe Price representatives who are badged will be

provided to the State semi-annually by the RM

STEP 4: The RM will notify the Bureau of Deferred Compensation, and return the badge,

within 10 business days of the effective date of termination, reassignment or

change in job duties of any Representative.

Approval:


T. Rowe Price Representative Date



Appendix A

STATE OF FLORIDA

DEPARTMENT OF FINANCIAL SERVICES

DIVISION OF TREASURY

DEFERRED COMPENSATION PLANREPRESENTATIVE APPLICATION

DC OFFICE USE ONLY:Badge Date:By: ____________________________ Type License: ___________________ License Date: ___________________ Appointment Date: ______________

1. Investment Provider Name:

2. Applicant’s Full Name:

Signature of Applicant Employee ID Number

3. Does the applicant hold a current State of Florida Resident Variable Annuity License?

Yes No License #

4. Is the applicant currently registered in the State of Florida through the WebCRD system of FINRA? Yes NoCRD#

5. Is your branch office location where you physically conduct business registered with the State of Florida, Department of

Financial Services? Yes No N/A(Registration of the branch location through the WebCRD system of the FINRA does not satisfy this requirement)

6. Has the applicant received training covering the current rules and operating procedures of the Deferred Compensation Plan?

Yes No

7. Does the applicant thoroughly understand the benefits of the Florida Retirement System? Is the applicant capable of counseling employees with regard to the Florida Retirement System?

Yes No

8. Did your company perform a FBI background check, based on FINRA Regulation, and drug testing on this applicant?

Yes No

9. Do you warrant that the applicant is of reputable character and is a satisfactory representative of your company with regard to

the Deferred Compensation Plan? Yes No

10. Has a passport-type photograph been taken to be electronically mailed to our office upon submitting this application?

Yes No

I certify that the above named applicant has met all the State of Florida criteria necessary to represent our company and the State of Florida in counseling with employees. It is understood that any complaints or questions concerning the applicant shall require anexpedient and timely response to the Office of Deferred Compensation. It is further understood that the State reserves the right toremove any Deferred Compensation Specialist from the Plan with sufficient cause. If the applicant terminates employment with our company, we will return the identification badge to the Office of Deferred Compensation within ten (10) working days of the effectivedate of termination, internal reassignment or a change in job duties.

I certify the above statements are true and accurate.

Typed/printed name of Investment Provider Manager Signature of Investment Provider Manager Date

FLORIDA DEPARTMENT OF FINANCIAL SERVICES

Bureau of Deferred Compensation www.myfloridadeferredcomp.com

. Tallahassee, FL 32399-0346

Email



Appendix B

ApplicantsFirst Name

Applicants LastName

FINRA licensesheld

D o e s t h

e A p p l i c a n t h o l d a

S t a t e o

f F l o r i d a W e b C R D

( Y e s / N o )

CRD#

H a s t h e

A p p l i c a n t r e c e i v e d

t h e S t a t e o f F l o r i d a D e f e r r e d

C o m

p e n s a t i o n t r a i n i n g

( Y e s / N o )

D o e s t h e A p p l i c a n t

u n d e r s t a n d t h e p l a n s

p

r o v i s i o n s ( Y e s / N o )

I s t h e A p p l i c a n t o f r e p u t a b l e

c h a r a c t e r a n d a s a t i s f a c t o r y

r e p r e s e

n t a t i v e o f T . R o w e

P r i c e ( Y e s / N o )



STATE OF FLORIDA

DEPARTMENT OF FINANCIAL SERVICES

DIVISION OF TREASURY

DEFERRED COMPENSATION PLAN

SIGNATURE AUTHORIZATION

APPLICATION

DC OFFICE USE ONLY:

Appointment Date:

1. Investment Provider Name:

2. Applicant’s Full Name:

3. Signature of Applicant

4. Has the applicant received training covering the current rules and operating procedures of the

Deferred Compensation Plan? Yes No

5. Does the applicant thoroughly understand the benefits of the Florida Retirement System? Is theapplicant capable of counseling employees with regard to the Florida Retirement System?

Yes No

6. Did your company perform a FBI background check, based on FINRA Regulation, and drug

testing on this applicant? Yes No

7. Do you warrant that the applicant is of reputable character and is a satisfactory representative of your company with regard to the Deferred Compensation Plan? Yes No

I certify that the above named applicant has met all the State of Florida criteria necessary to representour company and the State of Florida in counseling with employees. It is understood that any complaintsor questions concerning the applicant shall require an expedient and timely response to the Office of Deferred Compensation. It is further understood that the State reserves the right to remove any DeferredCompensation Specialist from the Plan with sufficient cause. If the applicant terminates employment withour company, we will notify the Bureau of Deferred Compensation within ten (10) working days of theeffective date of termination, reassignment or change in job duties.

I certify the above statements are true and accurate.

Typed/printed name of Investment Provider Manager Signature of Investment Provider Manager Date

FLORIDA DEPARTMENT OF FINANCIAL SERVICES

BUREAU CHIEF

Bureau of Deferred Compensation www.myfloridadeferredcomp.com

Tallahassee, Florida 32399-0346

Email AFFIRMATIVE ACTION EQUAL OPPORTUNITY EMPLOYER



2/01/11

STATE OF FLORIDA

BENEFICIARY TRACKING AND DISTRIBUTION PROCEDURE

Plan Document Reference:

All existing employees/participants will be required to complete a new Participant

Action form to designate beneficiaries, or if the participant is enrolling over the

phone, beneficiaries can be designated on the enrollment template.

Upon receipt and processing of a completed Participant Action Form, a

confirmation will be mailed to the participant. If there is missing beneficiary

information (e.g. beneficiary address, date of birth, Social Security number), the

participant may call the T. Rowe Price (TRP) Plan Account Line (PAL) and

update this information via a phone call on a recorded line.

Upon receipt of a completed beneficiary form, the form is scanned into the TRPsystem as a permanent record and will be updated within 10 days of receipt.

TRP will provide beneficiary information on the participant’s monthly statements

as a reminder for them to keep their records up to date.

STEP 1: When TRP is notified of the death of a participant, TRP will determine the

beneficiary(s) in accordance with the following rules:

1. If the participant has a beneficiary designation on file, the beneficiary will be

the individual designated on the most recent beneficiary designation form on

record with TRP.

2. If the participant has not named a beneficiary, the payment shall be made to

the participant’s surviving spouse. If the participant does not have a surviving

spouse, then payment will be made to his or her estate.

STEP 2: Upon notification of a participant’s death, the beneficiary will contact TRP to

obtain the Request for Distribution form to process a beneficiary split. TRP will

set up an account for the beneficiary and transfer the participant’s assets to the

beneficiary account.

Note: If TRP does not have a designated beneficiary in the plan records for thedeceased participant, we will contact the plan for the beneficiary determination.

STEP 3: TRP will set up an account for the beneficiary and transfer the participant’s assets

to the beneficiary account.

Note 1: For each beneficiary, TRP will establish a new account. The deceased

participant’s account balance will be split among the beneficiaries.

Note 2: If there is an outstanding loan balance, the loan will be split out and kept



2/01/11

under the deceased participant’s Social Security number. A Form 1099-R will be

issued under the deceased participant’s Social Security number for the taxes on

the outstanding loan balance.

Note 3: The beneficiaries will be coded with a status code of 30 (terminated,

awaiting payment).

STEP 4: The beneficiary returns the completed paperwork to TRP.

Note 1: TRP requires a copy of the participant’s death certificate.

Note 2: When a participant dies, the beneficiary may elect to receive:

One lump sum cash payment

Monthly, quarterly, semi-annual or annual installment payments

An initial installment payment in a specified amount and the balance of his or

her account in substantially equivalent monthly, quarterly, semi-annual or

annual installment payments as long as the initial payment is in an amount

greater than the amount of the subsequent installment payments at the time

they commence and such subsequent payments commence within two years of

such initial payment.

Note 3: Payments may not commence earlier than thirty days following the

participant’s death.

Note 4: For a non-spouse beneficiary, distributions must begin no later than

December 31 of the year following the participant’s death.

Note 5: For a spousal beneficiary, distributions can be deferred until December

31 of the year in which the participant would have attained age 70 ½.

Note 6: A beneficiary who is currently receiving distributions under the Plan

may change both the timing and the form of payment previously elected. A

beneficiary may call PSC to request the change.

Note 7: A beneficiary, who is currently receiving distributions under the Plan,

may elect to stop payment. This request can be made in writing or via a call to

PSC for processing.

Note 8: Under the life-expectancy rule, installment payments must commence on

or before December 31 of the year immediately following the calendar year in

which the participant died and may be paid over a period not extending beyond

the life expectancy of the beneficiary. Under the five-year rule, the entire vested

account must be paid on or before December 31 of the year that contains the fifth

anniversary of the participant’s death.

Payments made to a beneficiary other than an individual (e.g. an estate) must



2/01/11

commence under the five-year rule. (Identifiable beneficiaries of a trust may be

treated as individuals.)

STEP 5: If the beneficiary requested a distribution, TRP will process the distribution as

received.

Note 1: Assets being rolled over will be made payable to the rollover institution

for the benefit of the spousal beneficiary.

Note 2: A non-spousal beneficiary can elect optional withholding for federal

income tax. If the non-spousal beneficiary does not elect withholding, the amount

withheld is 20%.

STEP 6: TRP generates and mails the check and voucher to the beneficiary's address of

record within two business days from the redemption date.

STEP 7: The beneficiary receives the check and the voucher. In addition, the beneficiaryshould receive a withdrawal confirmation letter under separate cover. The

withdrawal confirmation letter is sent out within three business days from the date

of the redemption.

Note: If the spousal beneficiary requests a direct rollover, the check will be

mailed directly to the rollover institution. However, if an address for the rollover

institution is not provided, the check will be mailed to the spousal beneficiary,

and the spousal beneficiary will be responsible for forwarding the check to the

rollover institution.

STEP 8: A copy of all documentation is scanned into the TRP system as a permanentrecord.

STEP 9: TRP will issue a Form 1099-R to the beneficiary by January 31 of the following

year.

Approval:





2/01/11

STEP 4: The State of Florida receives and reviews the paperwork to ensure completion of

all sections, then sends TRP an invoice showing approval for process. If the Stateof Florida has questions or comments regarding the form, they will notify T Rowe

Price for research and/or clarification.

Note 1: Assets that are being indirectly rolled over will be made payable to the participant’s address for the benefit of the participant and mailed to the

participant’s address.

Note 2: If the participant provides a new address on the distribution paperwork,

TRP will issue the check to the address provided on the paperwork as well as

update the participant’s address on the TRP recordkeeping system.

STEP 5: TRP will generate and mail the check and voucher directly to the participant’s

address of record within two business days from the date of redemption.

STEP 6: The participant receives the check and the voucher. In addition, the participantshould receive a withdrawal confirmation letter under separate cover. The

withdrawal confirmation letter is sent out within one to three business days fromthe date of the redemption.

Note: If the participant requests a direct rollover, the Rollover Into/Out Formwould be completed. The check will be mailed directly to the rollover institution.

A letter of acceptance from the receiving institution must accompany the form.

However, if an address is not provided for the rollover institution, the check will be mailed to the participant who will then need to forward the check to the

rollover institution.

STEP 7: A copy of all documentation is scanned into the TRP recordkeeping system as a

permanent record.

STEP 8: A Form 1099-R will be mailed to the participant’s address of record by January

31 of the year following the redemption.

Approval:





02/01/11

STATE OF FLORIDA

CONTRIBUTION PROCEDURE


STEP 1: The State of Florida closes Payroll and SunGard provides T. Rowe Price (TRP)

with a final payroll file that is put on the clearing house for TRP to retrieve. This

information will be sent via encrypted files.

Note 1: SunGard will send the files on the day prior to posting of the contribution

information to be received by TRP on the same day.

Note 2: The transmission will include 457(b) contributions by participants. The

following sources and source codes will be utilized by the plan: A.

Note 3: The pretax contributions will be posted to the participant’s current

investment allocation. The investment allocation will apply to all sources.

STEP 2: On day one and day two, TRP will edit and reconcile the data. If questions arise,

no further processing will take place until resolution occurs.

Note 1: Participant is allowed to contribute with hardship status after one payroll

cycle. Bureau of Deferred Comp will determine and input the deferral information

following a hardship distribution.

In addition, if T. Rowe Price receives a contribution for a participant who has been paid out, T. Rowe Price will accept the contribution.

.

Note 2: Over deferral limits are determined 2 months in advance to prevent

participants from over deferring. The plan makes the changes in the SunGard

system to prevent the over deferral for that year. Contributions are resumed in the

next year unless instructed by the participant. If at this time, the participant is

prohibited from making contributions due to the 402(g) limit, TRP will not zero

out their salary deferral; however, Payroll should discontinue contributions for the

remainder of the year. At the beginning of the new year, Payroll should resume

contributions. Please note that during this time, TRP’s records will still indicate a

salary deferral percentage for a participant.

STEP 3: State of Florida will send a wire for the total contribution amount. The plan

coordinator will verify the money is received and send a confirmation email to the

plan.



02/01/11

STEP 4: TRP receives a wire that represents the total contributions.

Settlement from Retirement Plan Sponsors is to be received on the trade date

the purchase order is executed. In cases where funds are not allocated orreceived by T. Rowe Price Operations by 4 p.m. EST, a federal reference

number or wire confirmation will be necessary to grant the trade. If the

federal reference number is used to allocate the trade, the funding must be

received on the next trade date (T+1), unless TRP allows an exception out of

the normal procedures due to extraordinary circumstances.

Note 1: If assets are not received or do not balance, the plan administrator will be

notified.

Note 2: Contribution is made to the current investment allocation.

Note 3: Please note that an extra day is added to the process in the event that a

holiday falls within the processing schedule.

STEP 5: The following business day, TRP verifies the contribution information posted

correctly.

Approval:

_____________________________________________________________________


_____________________________________________________________________




02/01/11

STATE OF FLORIDA

ONGOING ENROLLMENT PROCEDURE


STEP 1: Employees may enroll anytime.

STEP 2: Enrollment Kits are supplied to the newly eligible participant by T. Rowe Price.

The participant may also elect to enroll over the phone by calling the Participant

Service Center. The PSC representative would send a completed enrollment

template via AWD, the imaging work distributor.

STEP 3: The participant receives and completes the Enrollment Information form, the

Enrollment Mix form and the Participant Action form containing the beneficiary

designation information. Completed forms get returned directly to T. Rowe Price.

STEP 4: The enrollment forms or the automated enrollment templates completed over the

phone are reviewed for any missing data and investment allocations not totaling100%. The indicative data from the form is entered onto an upload spreadsheet.

Note 1: If a participant does not designate an investment allocation on his or her

enrollment form, TRP will temporarily invest the new account in the age

appropriate RDF fund. However, if the investment allocation does not total 100%,

TRP will have a callout made to get a complete investment allocation.

STEP 5: The investment allocation change file and participant data file is posted to the

TRP recordkeeping system via an enrollment upload spreadsheet containing all

the indicative data.

Contributions for participants cannot be invested until the participant is enrolled

on the TRP recordkeeping system.

STEP 6: The participant will receive a fund prospectus when selecting a fund in which the

participant has never invested. Prospectuses are mailed within three to five

business days from the date the investment allocation is processed.

STEP 7: An investment allocation change confirmation letter is generated and mailed

directly to the participant’s address of record three to five business days from the

date the investment allocation is processed.

Approval:

_____________________________________________________________________


_____________________________________________________________________




2/01/11

TRP actively monitors participant-level trading. The first time a participant is

listed on the excessive trading report, TRP sends a warning letter explaining our

excessive trading policy to the participant and asks the participant to cease the

activity. The monitoring program will begin to monitor the participant’s activity

the day after the trading occurred. If the participant places another trade into thefund, the participant will be restricted automatically from exchanging into the

fund for 90 days. A participant is never restricted from exchanging out of a fund.

Once the 90 days pass, the restriction is automatically removed.

For participants who received a warning, were restricted from participant-directed

exchanges for 90 days, and violate the policy once again on the same or a

different fund, TRP will impose a “complex-wide” restriction. All participant-

initiated exchanges will be blocked for 90 days for all T. Rowe Price Mutual

Funds, T. Rowe Price Common Trust Funds, and non-T. Rowe Price Funds that

are covered by the excessive trading policy – not just the fund in which the

excessive trading occurred.

Note 4: Participants will hear or read the following when they perform an

exchange from OR to a fund with a redemption fee:

Please be advised that the fund charges an X% redemption fee on shares held

<holding period> days or less.

Participants may obtain an estimate of the redemption fee, if applicable, by

speaking with a PSC representative.

Note 5: TRP offers participants the ability to perform an auto-rebalance of their

accounts or an all-investment options exchange. A participant will need to call in

to elect auto-rebalancing for their own accounts. Auto-rebalancing can only beset up through PSC or mRP; this service is not available through PAL.

For participants who elect auto-rebalancing, they may elect that rebalancing occur

on a quarterly, semi-annual or annual basis and will continue until the participant

elects out of the option. Please note the auto-rebalance will take place at the time

of the initial election and again at the participant elected timeframe.

Redemption fees may be applied to the initial auto-rebalance transaction. Most

mutual funds do not charge a redemption fee for systematic auto-rebalance

transactions. This varies by fund family.

For funds that do charge a redemption fee for initial and all subsequent auto-

rebalances the participant will hear or read the following:

Note 6: Officers are not restricted from performing exchanges.

Note 7: Participants with pending Qualified Domestic Relations Orders (QDROs)

are restricted from performing exchanges.



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Note 8: Beneficiaries are not restricted from performing exchanges.

Note 9: Alternate payees are not restricted from performing exchanges.

Note 10: There are no minimum or maximum percentages that a participant mayexchange from or to an investment option.

Note 11: Gains and losses resulting from exchanges made between funds will be

reflected in participant quarterly statements.

STEP 2: An exchange request may be handled through PAL, myRetirementPlan, or a TRP

representative. The exchange request is recorded and verified by PAL,

myRetirementPlan, or a TRP representative. The transaction will be confirmed,

and the effective date will be communicated to the participant. The exchange file

is transmitted to the TRP recordkeeping system.

Note: The trading guidelines for exchanges are listed below:

Scenario #1: (TRP to TRP)

If a participant is exchanging out of TRP fund(s) and into TRP fund(s), the

following steps will occur:

Participant initiates and confirms trade with TRP prior to 4 p.m. ET (day #1)

to place an exchange among the TRP funds. Both the exchange out and the

exchange in will post to the participant’s account on the same day, utilizing

the closing prices of day #1.

If the exchange is initiated and confirmed after 4 p.m. ET, the exchange out

and the exchange in occur on the following business day (day #2).

Scenario #2: (TRP to Blended Stable Value Fund (SVF)/Blended SVF to

TRP)

If a participant is exchanging out of TRP fund(s) or the Blended SVF and into

TRP fund(s) or the Blended SVF, the following steps will occur:

Participant initiates and confirms trade with TRP prior to 4 p.m. ET (day #1)to place an exchange among the TRP fund(s) or the Blended SVF. Both the

exchange out and the exchange in will post to the participant’s account on the

same day, utilizing the closing prices of day #1.

If the exchange is initiated and confirmed after 4 p.m. ET, the exchange out

and the exchange in occur on the following business day (Day #2).



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Scenario #3: (Rebalance)

If a participant is performing a rebalance, all securities sell according to the

slowest nonconforming security (i.e., company stock or nonconforming outside

mutual fund), while the purchase occurs as soon as settlement has cleared. Inshort, not all funds halt to trade with the other funds. Instead, they purchase

according to the conforming or nonconforming guidelines.


to rebalance account. The sale of TRP fund (s) (or conforming outside mutual

funds) will occur on day #1. If the participant wishes to purchase TRP fund(s)

(or conforming outside mutual fund), then the purchase will occur on day #1.


to rebalance account. The sale of TRP fund(s) (or conforming outside mutual

funds) will occur on day #1. If the participant wishes to purchase companystock (or nonconforming outside mutual fund), then the purchase will occur

on day #2.


to rebalance account. The sale of TRP fund(s) (or conforming outside mutual

funds) and company stock (or nonconforming mutual funds) will occur for all

products on day #2. If the participant wishes to purchase TRP fund(s) (or

conforming outside mutual funds), then the purchase will occur on day #2. If

the participant wishes to purchase company stock (or nonconforming outside

mutual funds), then the purchase will occur on day #4.

If the rebalance is initiated and confirmed after 4 p.m. ET, an additional

business day is added to the process.

No matter which of the above scenarios occurs, a participant calls and request an

exchange, and he or she calls the PAL or accesses myRetirementPlan to request

another exchange before 4 p.m. ET (the cutoff time), the first exchange request

will be pending. The participant must make a decision to delete the pending trade

and initiate a new one. If the participant calls the PAL or accesses

myRetirementPlan after 4 p.m. ET, the exchange requested prior to 4 p.m. ET

cannot be deleted.

STEP 3: The exchange file is automatically posted to the TRP recordkeeping system.

STEP 4: The participant will receive a prospectus when trading into a fund in which the

participant has never invested. Prospectuses are mailed within three business days

from the date of the exchange.

STEP 5: A confirmation of the transaction will be provided to the participant. Participants



2/01/11

will be able to view confirms online and a paper confirm will also be generated

and mailed directly to the participant’s address of record one to three business

days from the date the exchange is processed. Multiple confirmations will be sent

for exchanges that are executed over a number of days.

You may add that the participant will receive a confirmation number whenthey complete an exchange online through myRetirementPlan. Neither PSC

nor PAL provides a confirmation number at this time.

In the event that a participant has a question regarding his/her exchange or

rebalance, or if he or she requests that the exchange/rebalance be researched, PSC

uses a “Call Trace Tool” to locate the phone call made by the participant to PSC.

The date and approximate time of the call will assist in expediting the request.

Approval:

______________________________________________________________________


______________________________________________________________________




2/01/11

STATE OF FLORIDA

LOAN DELINQUENCY REPORTING PROCEDURE


A delinquent loan is any loan for which a regularly scheduled payment has been missed.Delinquent loans are in default at the end of the cure period, which is the period of time allowed by the plan before a loan is considered in default. The cure period can never extend beyond theend of the calendar quarter following the calendar quarter in which a payment is missed. Some plans do not allow for a cure period. If there is no cure period, the loan is considered in defaultas soon as one scheduled payment is missed.

State of Florida allows for a 90-day cure period.The plan also has a rule of 3 loans maximum per lifetime

STEP 1: On a monthly basis, T. Rowe Price (TRP) will forward to the State of Florida loan

delinquency reports, which will identify all participants who have missed a loanrepayment.

The reports will include the following information:

Name Social Security number Status Division Loan number Payment frequency Scheduled payment amount

Current outstanding loan balance Payments +/- Original payoff date Next Expected Pay Date Days Past Due

STEP 2: TRP will review the loan delinquency reports and determine if any participant’s loans are in default. The State of Florida will give TRP discretion

over the defaulting of participant’s loans. TRP will then process either a plan loanoffset or a deemed distribution, after the cure period, as they are determined.

If the participant is eligible for a distribution under the terms of the plan (e.g.terminated, permanently disabled ) and the State of Florida’s loan policystipulates an offset is allowable in this situation, the participant’s account balancewill be reduced by the outstanding loan amount plus interest accrued through thedate of default in a plan loan offset. The loan is satisfied in full after thistransaction and the participant’s loan balance is reduced to $0. In January of theyear following the plan loan offset, T. Rowe Price will mail a Form 1099-R reporting the loan offset.



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If the participant is not eligible for a distribution (e.g. active ) and the State of Florida’s loan policy stipulates a default is allowable in this situation, the loanwill be deemed distributed and remain part of the Trust assets. In January of theyear following the deemed distribution, T. Rowe Price will mail a Form 1099-R

reporting the outstanding loan balance plus interest accrued through the date of default as a deemed distribution. Interest will continue to accrue on the loan balance until the loan is repaid or offset from the participant’s account balance.

The State of Florida does not allow a subsequent loan(s) after a deemeddistribution has occurred. The State of Florida will monitor the monthly loan fileand notate defaulted loans for that period. (However, if the loan is fully paid back the State will notate as REPAID and subsequent loans would be allowed.)

Note 1: If there are any extenuating circumstances excusing a participant frommaking any payments, TRP will make the exceptions.

Note 2: T. Rowe Price will process plan loan offsets and deemed distributions, asthey are determined, without the plan’s approval.

Rule 1: If the participant status is terminated, deceased, or retired, the account hasdistributable event; therefore, the loan can be offset from the account. A noticeloan offset and a copy of the Rollover Option Notice regarding plan paymentswill sent to the participant to inform the participant of his or her right to roll over distribution.

Rule 2: If the participant is on long-term disability, the account has a distributable

event; therefore, the loan can be offset from the account. A notice of loanoffset and a copy of Rollover Option Notice regarding plan payments will be sentto the participant to inform the participant of his or her right to roll over thedistribution. A Form 1099-R for the loan amount will be mailed in the January

following the year of the loan offset.

Rule 3: If the participant has an active status and is under age 59.5, the accountdoes not have a distributable event; therefore, the loan will be deemed distributedfrom the account. A notice of the deemed distribution, providing the taxable andnon-taxable portions of the distribution, and a Special Tax Notice Regarding PlanPayments will be sent to the participant. A Form 1099-R for the loan amount will

be mailed in the January following the year of the deemed distribution.

STEP 3: TRP will generate a letter to all participants whose loans have been offset or deemed distributed.

STEP 4: On each monthly loan extract transmission sent to the State of Florida, TRP will



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note those loans that have been plan loan offsets and deemed loans as defaulted.

Approval:





2/01/11

STATE OF FLORIDA LOAN ISSUE FLOW


Loan Issue Guidelines • Active and Termed participants are eligible for loans.• Pretax source A is used in determining the available loan amount. • Loan interest rate:

Will be updated on the first business day as the rate changes.

Will be based on the Wall Street Journal’s Prime Rate published on the first businessday of each month plus 1%. T. Rowe Price (TRP) will provide the current rate to theState of Florida for verification.

TRP will update the rate on Plan Account Line (PAL) and On-Line Access (OLA) andthe new rate will be effective for loans issued the next business day.

• Minimum loan amount is $2,000• The maximum loan amount is limited to the lesser of (1) $50,000 reduced by the highest

outstanding loan balance in the previous 12 months or (2) 50% of the participant’s vestedaccount balance.

• Term of all loans (other than Primary Residence loans) is one to five years. Term of Primary Residence loan is limited to 15 years.

• A participant may have only 3 outstanding loan(s) at any one time.• Loan repayments will be made via ACH bank debits each month.• Participant loans may not be refinanced.• Participants with Qualified Domestic Relations Orders are restricted from modeling loans.• A loan origination fee of $50 will be extracted from each participant’s account at the time

the loan is taken.• Loans will be amortized on a monthly basis. • Prepayments of all interest and principal are allowed in full. A certified check, cashier’s

check, or money order should be forwarded to TRP. Partial payments are not allowed.

• Terminated employees are not restricted from taking a loan. Spousal consent is not required for married participants requesting loans other than if the

bank accounts used for the ACH debits have the names listed. Manual loan payments will not be allowed for terminated participants. Manual loan payments will not be allowed for participants on a leave of absence.

Note 1: These guidelines will be entered into the TRP system. Loan modeling and processing

will be done in accordance with the loan guidelines in PAL or on mRP at that time.Except for what is specifically stated above, in order to change any standards in PAL or on mRP, the State of Florida must give at least 30 business days’ advance written noticeto TRP.



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Loan Issue Procedure

STEP 1: The participant calls PAL at to request a loan. If the participantdoes not meet the criteria outlined above, he or she will not be able to model aloan. If a participant is eligible to receive a loan, he or she may model and / or

request a loan.

Note 1: The loan amount is based on the value of the participant’s account balances at the time of the participant’s request. The value of the participant’saccount increases or decreases daily, based on the fluctuation in the market price.TRP allows for a cushion in case the market value of the participant’s accountdrops.

Note 2: The following message will be spoken or displayed when the participantis initiating a loan:One or more funds in your account assess redemption fees on loans if shares are

held for less than the fund's holding period. Any redemption fee assessed by a fund will be deducted from your account in addition to your loan amount. The

redemption fee paid to the fund is not treated as a part of your loan.

Note 3: A participant will be permitted to model a loan even if he/she has anoutstanding loan. The modeling will be based on the assumption that the participant will pay off the existing loan before taking a new loan. If the participant has more than one loan outstanding, the assumption is that the oldestloan will be paid off first.

STEP 2: The participant will receive the Florida Loan Application form and the ACH

Repayment form. The participant will also elect to receive the PSC loanapplication paperwork online, at their address of record or alternate address viathe USPS or FedEx, or by fax. This paperwork will include:

• Loan Application Form• Promissory Note, Security Agreement reflecting the loan terms selected by

the participant• Loan Redemption Form• Letter of Instruction• Return envelope (labeled for T. Rowe Price)

Note: If participant is married, a spousal consent signature is not required on theLoan Promissory Note.

STEP 3: The participant receives the paperwork and (if he or she wants the loan),completes and returns to TRP the Florida Loan Application form and the ACHRepayment form with a copy of a voided check. The PSC paperwork consisting of Loan Promissory Note, the Loan Redemption Form and the Loan ApplicationForm are NOT returned to TRP. Paperwork is then sent to the plan for approval.



2/01/11

STEP 4: The plan administrator at the State of Florida will review the loan documentationfor accuracy and completion. If the paperwork is in good order, the plan willforward the paperwork to TRP for processing via encrypted email or fax.

STEP 5: TRP reviews the loan paperwork to ensure completion of all sections and verifiesloan initiation (issue) date is within 30 days.

Note1: Loans will be processed on an as-received basis as long as the paperwork is received in good order.

STEP 6: TRP will process and post the loan to the participant’s account according to the participant’s election.

Note 1: A loan origination fee of $50 will be extracted from participants’ accountat the time of redemption (e.g., if a participant is requesting a $2,000 loan and the

loan origination fee is $50, $2,050 will actually be redeemed from the participant’s account. The $50 will represent the loan origination fee amount, andthe participant will actually receive a check for $2,000).

Note 2: If the loan amount requested is no longer available at the time of

redemption due to other account activity, TRP will do a callout to the participantto indicate a new requested amount on a new Loan Application.

STEP 7: TRP generates and mails the loan check and voucher to the participant’s addressof record via the USPS or FedEx within two business days from the date of

redemption. If the participant has elected to receive the loan proceeds via a wire,

TRP will wire the proceeds according to the instructions provided by the participant.

STEP 8: TRP will provide a Loan Extract file to SunGard to indicate that a new loan has

been issued.

STEP 9: On a monthly basis, TRP will forward to the State of Florida a Loan DelinquencyReport, which will identify all participants who have not made a loan repaymentor had their ACH debits reject due to insufficient funds.

If the participant is eligible for a distribution under the terms of the plan (e.g.

terminated, permanently disabled) the participant’s account balance will bereduced by the outstanding loan amount in a plan loan offset. The loan amountceases to exist after this transaction and the participant’s loan balance is reducedto $0. In January of the year following the plan loan offset, the participant willreceive a Form 1099-R reporting the outstanding loan balance.

If the participant is not eligible for a distribution (e.g. active), the loan will bedeemed distributed and remain part of the Trust assets. In January of the year



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following the deemed distribution, the participant will receive a Form 1099-R reporting the outstanding loan balance plus interest accrued through the date of the deemed distribution. Interest will continue to accrue on the loan balance untilthe loan is repaid or offset from the participant’s account balance. Interestaccrued following a deemed distribution is not taxable. However, the outstanding

loan balance, plus accrued (but unpaid) interest, will reduce the maximum amountavailable for any subsequent loans (if the plan allows subsequent loans after adeemed distribution has occurred).

Approval:

______________________________________________________________________


______________________________________________________________________




2/01/11

STATE OF FLORIDA

QUALIFIED DOMESTIC RELATION ORDER PROCEDURE

Plan Document Reference: required

STEP 1: If directed by the State of Florida in connection with a pending QualifiedDomestic Relations Order (QDRO), T. Rowe Price (TRP) will “flag” a

participant’s account [PH656=1].

Note: The flag will restrict the participant from the following, but will not

prevent the participant from directing investment changes that are otherwise

permissible under the terms of the Plan:

Take a distribution

Request a loan

STEP 2: If the State of Florida notifies TRP that a pending domestic relations order is

determined not to be qualified, upon instructions from the plan, TRP will remove

the “flag” which permits the participant to take loans and withdrawals from the plan, as otherwise allowed.

STEP 3: If the State of Florida notifies TRP that a domestic relations order is determined to be qualified, TRP will split the participant’s account as instructed by the plan.

TRP will set up a separate account for the alternate payee and if directed by the

plan will process an immediate distribution. Any “flag” on the participant’s

account will remain in place until the account is split as instructed.

STEP 4: TRP will request that the instructions from the State of Florida include the

following:

Alternate payee name

Alternate payee Social Security number

Alternate payee address

Alternate payee birth date

A description of the terms of the QDRO

The specific dollar amount, shares or percentage of a participant’s account to be transferred to the alternate payee

The date as of when the dollar amount or percentage should be calculated;referred to a “valuation date

Whether the loan balance is to be included or excluded from the calculations,

if a loan exists.

Whether any calculation should consider the total account or only the vestedamounts

The plan account sources and investments from where amounts should betransferred (Note: Unless a plan permits otherwise, the alternate payee’s



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allocated portion will be taken proportionately across all investments and

account types).

Whether the amounts transferred to the alternate payee should includeinvestment earnings and/or losses and the date from which the earnings and/or

losses should be calculated

The date as to when the distribution may be made Any rights and restrictions on the alternate payee’s account, if any (e.g. take

withdrawals)

STEP 5: If the State of Florida instructs TRP to set up an account for the alternate payee,

TRP will establish the alternate payee’s account as a like-fund transfer from the participant’s account, unless specifically instructed otherwise. Unless the plan

instructs TRP otherwise, the alternate payee will be permitted to make investment

exchanges. The alternate payee’s account will not be set up with any other rightsand features (such as the right to take withdrawals) unless specifically instructed

by the State of Florida. TRP will send statements to the participant and thealternate payee once the account has been segregated.

Note 1: PS200 will be updated to 1.0000 and PS210 will be updated to 1 for the

alternate payee’s account making it 100% vested.

Note 2: All QDRO's will be processed within 10 business days, once all

information is received in good order. If the service standard cannot be met, due

to the complexity of the QDRO, the participant will be notified via a callout onthe 8th business day.

STEP 6: Once the participant’s account is split, the “flag” will be removed allowing the participant to request loans and withdrawals in the plan as otherwise allowed.

STEP 7: If the State of Florida instructs TRP to make a distribution, TRP will process the

distribution to the alternate payee. TRP will provide the alternate payee with a

QDRO Distribution Kit. The kit will include only a Letter of Instruction and aSpecial Tax Notice. The alternate payee can request a distribution over the phone

by calling the Participant Service Center at

STEP 8: TRP will generate and mail the check and voucher directly to the alternate

payee’s address of record within two business days from the date of redemption.

STEP 9: The alternate payee receives the check and voucher from TRP. In addition, a

withdrawal confirmation letter is sent to the alternate payee.

STEP 10: A copy of all documentation is scanned into the TRP recordkeeping system as a permanent record.



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STEP 11: A Form 1099-R will be mailed to the alternate payee’s address of record by

January 31 of the year following the redemption.

Approval:

______________________________________________________________________


______________________________________________________________________




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contact TRP if they wish to defer payment until April 1 of the following year.

Otherwise, TRP will require that all payments be made by December 31.

STEP 5: TRP will process the distributions as received, so that the checks are cut byDecember 31 or by April 1st for those who could defer their first payment.

Note 1: The withdrawal will be redeemed on a pro-rata basis across all

investment funds and sources.

Note 2: If the withholding section of the redemption form is not completed,

or if the form was not returned, the calculated RMD will have taxes withheld at a

rate of 10%.

STEP 6: TRP generates and mails the check and voucher within two business days to the

participant's address of record.

STEP 7: The participant receives the check and voucher from TRP. In addition, a

Withdrawal Confirmation Letter is sent to the participant.

STEP 8: TRP will issue a Form 1099-R for the RMD in January of the year following the

distribution.

Approval:


_____________________________________________________________________




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eligible for rollover into a qualified plan, tax-sheltered annuity, or section 457 plan.

Note 3: If this is a rollover out of the plan, a letter of acceptance from thereceiving institution will be required.

STEP 4: However, if it is determined that information is missing or cannot be verified,TRP will then attempt to reach the participant by phone and written

correspondence. Calls and letters are made/sent on day one, day 14, and day 30. If after the 30th day, TRP has not resolved the outstanding issues, the paperwork ismailed to the participant’s address of record with a letter of explanation.

For dollar amounts of $75,000 or more, additional attempts are made to contactthe participant.

STEP 5: PCT will check queue to see if a ROLLCHECK item comes in, then match thatwork item to the Rollover form work item. PCT will forward the work item totransactions for processing.

PCT will put in comments to “use **R” in the work item to the processor. If therollover coming in is from a similar 457 plan the comments will be “use **9”.

STEP 6: After processing the rollover contribution, the participant will be able to track theinvestment of the rollover contribution through the TRP Plan Account Line or my RetirementPlan.

Approval:

_____________________________________________________________________


_____________________________________________________________________




02/01/11

STATE OF FLORIDA

SALARY DEFERRAL CHANGE PROCEDURE


STEP 1: Plan participants contact T Rowe Price to initiate a salary deferral or percentagechange. This can be done either by sending a Participant Action form or receivingthe change over the recorded line. T Rowe Price will create a template and salarydeferrals will be entered into the system.

Note 1: All compensated employees can contribute a minimum of $10 on a bi-weekly basis or $20 on a monthly basis up to 80% on a pretax basis.

Note 2: If someone rejects from the contribution file as exceeding the 402(g)

limit, this would be caught by the State of Florida in the plan’s over-deferralreporting and changes are made in the SunGard system to prevent the over deferral for that year. Contributions are resumed in the next year unless instructed by the participant. If at this time, the participant is prohibited from makingcontributions due to the 402(g) limit, Payroll should discontinue contributions for the remainder of the year. At the beginning of the new year, payroll shouldresume contributions.

Note 3: The participant’s salary deferral percentage will not be applied to any bonus paid. Bonus payments are directed by the Florida Legislature and can beapplied to the participant’s account on a supplemental payroll.

Note 4: No deferrals will begin in the same month they are being requested. Anydeferral request will administratively begin in the next month after the month therequest is made.

STEP 2: T Rowe Price directs the Payroll Department/Deferred Compensation Office toimplement the salary deferral change for the next payroll cycle. T Rowe Pricecompletes salary deferral changes on an EPAF and submits it to SunGard for thenext payroll cycle.

Approval:

_____________________________________________________________________


_____________________________________________________________________




2/01/11

STATE OF FLORIDA

STALE-DATED CHECK PROCEDURE


STEP 1: Each quarter T. Rowe Price (TRP) generates an Outstanding Check Report. Thereport lists the plan participants whose checks are outstanding for more than 90days.

STEP 2: TRP will send a reminder letter to plan participants with outstanding checks over $10.00. The letter requests that the participant present the check for payment or sign and return an affidavit to request a replacement check.

NOTE: State of Florida may be contacted if the letter is returned to TRP and weare unable to locate a current address.

STEP 3: When checks become stale-dated (outstanding over 180 days), the State of Floridaelects one of the options listed below

Note 1: There are three commonly used methods to make sure stale-dated checksreach their rightful owner(s) or are reinvested into the plan.

Note 2: Contact your legal counsel to ensure that the option selected below isconsistent with your plan’s terms. Inquire whether a plan amendment is required.

Option 1 ( Deposit Into Plan Forfeiture Account)

T. Rowe Price will stop payment on the initial check and deposit the net check amount inthe Plan's Forfeiture Account, to be allocated per Forfeiture Account rules. T. RowePrice will maintain a record of the amount forfeited for each participant. If the participantis located, T. Rowe Price will reissue the participant distribution check provided that the plan sponsor makes a contribution to fund the distribution or the distribution can befunded from the Forfeiture Account per Plan rules. The net check amount will not betaxed again upon subsequent distribution (to the extent that the initial distribution wasreported as taxable or represented after-tax amounts).

Option 2 (Deposit in Stale Dated Check Account) 777-77-7777

X T. Rowe Price will stop payment on the initial check and deposit the net check amount inthe Plan's Stale Dated Check Account. T. Rowe Price will maintain a record of theamount returned to the Stale Dated Check Account for each participant. T. Rowe Pricewill invest the account and allocate earnings per plan sponsor election (below). If a participant is located, T. Rowe Price will reissue the participant distribution check fromthe Stale Dated Check Account. The net check amount will not be taxed again uponsubsequent distribution (to the extent that the initial distribution was reported as taxableor represented after-tax amounts).



2/01/11

The Stale Dated Check Account will be invested as follows:

[Specify fund]:_____________________________________

X T. Rowe Price Prime Reserve Fund.

Investment return on the Stale Dated Check Account will be allocated as follows [statehow to allocate and frequency]:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Option 3 (Reinvest Into the Participant’s Account on an After-Tax Basis)

T. Rowe Price will stop payment on the initial check and return the net check amount

to the Plan, in an individual participant account. The initial tax reporting will not bechanged. The participant account will be given additional tax basis to the extent thatthe initial distribution was reported as taxable. The participant account will beinvested as follows:

[Specify fund]:_____________________________________

In accordance with participant’s last investment mix

T. Rowe Price Prime Reserve Fund.

Option 4 (Other)

Other (TRP must confirm its ability to process any other method you select.)

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

STEP 4: Based on the option selected, TRP will activate these procedures effective January1, 2008 of the State of Florida.

Approval:





2/01/11

STATE OF FLORIDA

QUARTERLY STATEMENT PROCESSING PROCEDURE

Plan Document Reference :

Step 1: T. Rowe Price (TRP) will produce participant statements and distribute them atthe conclusion of each calendar quarter (January, April, July, and October).

Note 1: TRP will utilize the previous quarter’s format for the participant

statements. If the State of Florida would like to make changes to the format of the

participant statements, TRP must be contacted 15 business days prior to the

quarter-end.

Select appropriate Modules for Plan:

Note: If an optional module is not turned on for a plan, a participant may elect to

turn it on for their personal statement by speaking with a Representative in theParticipant Service Center or online at the myRetirementPlan website.

The required Statement Modules are:

Account at a Glance

Asset Allocation

Account Growth (appears onlt if either the Market Return and Risk

Analysis or the Estimated Monthly Income at Retirement Modules

are not turned on)

About Your Retirement Plan

Investment Activity

Plan Level Optional Modules

Market Return and Risk Analysis

Estimated Monthly Income At Retirement

Beneficiary Information

Fees and Expenses

Scheduled Distribution Dates (Non-Qual Plan)

Multiple Plan Summary Cover page (if applicable)

Defined Benefit Summary Cover Page (if applicable)

Plan Level or Participant Level Optional Modules

ContributionsTransaction Detail

Performance

Activity by Contribution Type

Note 2: When statements are generated, participants will be able to view their



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quarterly statement online 3 days after statements have run, by logging in to their

account via the myRetirementPlan website (mRP). A participant may also choose

to provide an email address via mRP and then TRP will send an email notification

when the statement is ready to view.

Step 2: Each quarter, the Plan Coordinator Team (PCT) will generate sample statementsfor review and verification.

Samples will also be created for additional participants who meet the following

criteria:

SSN who has made an exchange

SSN who has an outstanding loan

SSN who has taken a withdrawal from the account

Terminated SSN with a balance

SSN with a beneficiary on file

SSN with catch-up contributions SSN utilizing auto rebalancing

SSN that is not 100% vested

SSN that is 100% vested

SSN that requested the Transaction Detail section

SSN that requested the Peformance section

SSN that requested the Activity by Contribution Type section

SSN with a Tradelink balance (if the plan offers Tradelink)

SSN utilizing Morningstar Advice

SSN with fee module (optional at plan level)

Step 3: The PCT will utilize a quality checklist, including the following items to ensure

that the statements are accurate:

Name

Address

Beginning balance = ending balance for prior quarter (compare to prior

quarter’s samples)

Investment mix = 100%

All sources are included

All funds are included Message text

Correct period (first day of quarter to last day of quarter)

Correct 800#

Contributions Module (if module is turned on)

Vesting

Loan information



2/01/11

Fund performance (optional)

Beneficiary information (if applicable)

Account growth chart (appears only if Market Return and Risk Analysis or

Estimated Monthly Income at Retirement are not turned on)

Step 4: The PCT will quality check the following items in the Statement Front Endsystem (SFE).

Confirm the option file is utilizing the correct messages.

Confirm that the appropriate statement enclosures have been selected.

Confirm if there are any applicable includes or excludes.

Step 5: The PCT will submit the plan questionnaires to the RPS STMT UPDATES

mailbox, requesting that the statements be run.

Note 1: If an account is known to have an incorrect address, based on an item

having been returned by the USPS as undeliverable, then a statement will not bemailed until a corrected address is received.

Note 2: If a participant has a valid email address on file they will receive an

electronic notification that their statement is viewable on the myRetirementPlan

website. The participant will not receive a paper statement, unless otherwise

requested.

Note 3: If a participant has elected to receive their statement via e-mail, but the

e-mail is undeliverable (ie- the e-mail bounces), then the e-mail address will be

removed from the account and a paper statement will be mailed to the address of

record.

Step 6: The day after the statements have been submitted, the statement group wll review

the following reports to confirm the statements ran accurately:

Statement Audit Log (RAMSSTAU)

Statement File Tracking Report (RAMSSTTP)

Statement File Tracking Report (RAMSOTSR) for plans mailing from

Harland

Diverted Statements (RAMSSTDV)

Diverted Statements (RAMSOTDV) for plans mailing from Harland

Reject Statements (RAMSSTRJ)

Participant No Paper Statement (RAMSSTOL)

Bad Address (RAMS654)

Step 7: All the statements will be mailed out to the participants.



2/01/11

Approval:




http://slidepdf.com/reader/full/t-rowe-contract-with-state-of-fla 413/7352/01/11

STATE OF FLORIDA

WARRANT CANCELLATION PROCEDURE


DEFINITION: A negative contribution represents assets that were erroneously invested in

the plan and cannot be offset by future contributions. STEP 1: The Plan Sponsor sends, under separate cover, an invoice pertaining to a Warrant

Cancellation. This should include the name, encrypted Social Security number,

dollar amount of contribution to be refunded and payroll date of incorrect

contribution. The form is normally sent via encrypted email.

The negative will be applied to the participant’s most recent contribution or the

contribution on the date provided.

STEP 2: The Plan Coordinator Team (PCT) receives paperwork and reviews participant’saccount for the investment date and dollars and shares of the incorrect

contributions. The PCT also looks for any subsequent activity that affects the

incorrect contribution.

STEP 3: The PCT produces an error adjustment form that is forwarded to the Control

Group for processing and indicates a mandatory 3 day turnaround on the

response. All the gains on the transaction will be kept as well as any losses will be

absorbed by TRP.

STEP 4: After the adjustment is completed, the exact dollar figure requested from the

warrant cancellation is sent via FedEx to the plan.

STEP 5: The Control Group posts the negative contribution to the participant’s account.

The day one transaction will reflect the actual shares of the negative contribution

and their current value. The day two transaction will adjust the cash figure only,

so it is consistent with the amount requested.


http://slidepdf.com/reader/full/t-rowe-contract-with-state-of-fla 414/7352/01/11

STEP 6: Mistake of Fact: ERISA provides that contributions may be returned to the

employer if contributions are made by mistake of fact. Private Letter Ruling

9144041 specifies that the use of mistake of fact is “fairly limited.” The only

examples given are (1) misplaced decimal point, (2) incorrectly written check,

and (3) error in doing a calculation.

Any time the check is made payable to the employer, it must meet the

requirements of mistake of fact. Revenue Ruling 91-4 indicates that the

determination of a mistake of fact is made on a case-by-case basis.

In order for these contributions to be returned to the employer, the plan and trust

documents must provide for such. Mistake-of-fact contributions must be returned

within one year of the date the contribution is made. If the deposit occurred more

than a year earlier, the money cannot come out of the plan.

Alternative to Mistake-of-Fact Treatment: The IRS, at various employee

benefits conferences, has recommended the following treatment for contributionsmade in error.

Elective deferrals – Forfeit the improper deferrals and use those forfeitures to

fund future employer contributions. Make the employee “whole” outside of the

plan (e.g., increase the next paycheck by the amount of the improper deferrals).

Amounts already distributed - The Plan Sponsor is required to notify the

participant or beneficiary that the overpayment is not eligible for favorable tax

treatment accorded to distributions from qualified plans regardless of whether the

Plan Sponsor seeks the return of the overpayment.

Approval:

_____________________________________________________________________


_____________________________________________________________________




Samp le F inanc ia l P lan



Financial Plan

Participants can use Morningstar® Retirement Manager to receive Morningstar’s research and

recommendations for their retirement accounts. Participants will receive a personalized strategy designed

to meet individual retirement goals, a tailored asset mix, and access to research and tools.

This service is provided free of charge on the participant website. Screenshots of the service are provided

below:

Introduction to the System



Financial Plan

Process

After verifying their information (date of birth, salary, account balance), participants will receive a

suggested strategy:



Financial Plan

Participants also receive an asset mix based on a personal risk comfort level:

At the end of the assessment, participants can download the results of their session, either before

finalizing it or after implementing it.



Samp le S t a t emen t



April 1, 2011 to June 30, 2011

Diversification

To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading you

assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market orother economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified.Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk. In deciding how to invest your retirement savings,you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other

factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerances for risk.It

is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals. For more information on individual investing and diversification, visit the Department of Labor website: http://www.dol.gov/ebsa/investing.html.

VestingYour vested account balance refers to the amount of your account balance that you are entitled to receive when you terminate employment. You are always 100% vested the portion of your account from any contributions you make (for example: contributions out of your paycheck or rollovers from previous plans), plus or minus any associated earnings or losses. Please refer to your summary plan description for more information.

*Your Account Return represents an estimate of your portfolio return based on available account data using the time-weighted daily valuation calculation widely used by financial analysts. The return reflects the results of your investment selections as well as account activity. All returns over one year are annualized. Other return formulasmay yield different results. Past performance is no guarantee of future results.Please review your statement and report any errors to T. Rowe Price within 60 days.

Page 4 of 4

Sample Retirement Account Summary



T. Rowe Price Identical Tie Response Certification

T. Rowe Price is unable to certify that:

the response is from a certified minority-owned firm or company;

the response is from a Florida-domiciled entity;

the commodities are manufactured, grown, or produced within Florida;

we are a foreign manufacturer with a factory in Florida employing over 200 employees; or

we are a business with a drug-free workplace program as described in Attachment B.





Market Value of

Plan Assets

6/30/2011 % of Plan

Fund

Expense

Ratio²

Lipper No-

Load Expense

Ratio

Average²

Administrative

Fee Payments/

Credits³

TRP Stable Value Fund, N Not Applicable $58,493,002 15.4% 0.20%




TRP Retirement 2005 Active Trust Not Applicable $2,149,586 0.6% 0.58%








TRP Retirement 2045 Active Trust Not Applicable $578,934 0.2% 0.58%



TRP Retirement Income Active Trust Not Applicable $3,187,918 0.8% 0.58%







TRP Equity Index Trust, Sch C Not Applicable $16,888,058 4.4% 0.10%





Total: $380,064,825 100.0% 0.63%4




4Weighted Average

State of Florida








by the Funds’ boards, and are paid monthly. The annual aggregate payment made by the Funds to TRP RPS for 2009 was


credit equal to 25 basis points of the annual average assets the plan is expected to hold in the Funds during the period in which the recordkeeping fee relates.



State of Florida


Recordkeeping $0

Trustee Services $0



Variable



Total $0





Total $0












TRP provides days of employee education meetings annually, a value of

5 There are separate fees assessed to participants who either (a) take a loan from the plan ( one time fee per loan), (b) have their assets managed by Morningstar in the Morningstar

Retirement Manager service ( ), or (c) make a company stock transaction ( .) F actors impacting plan service pricing include: average participant


TRP absorbs the cost of a participant communications campaign up to per year.





Market Value of

Plan Assets

6/30/2011 % of Plan

Fund

Expense

Ratio²

Lipper No-

Load Expense

Ratio

Average²

Administrative

Fee Payments/

Credits³

TRP Stable Value Fund, N Not Applicable $58,493,002 15.4% 0.20%












TRP Retirement 2045 Mixed-Asset Target 2045 Funds $578,934 0.2% 0.77% 0.83%



TRP Retirement Income Mixed-Asset Target Alloc Moderate Funds $3,187,918 0.8% 0.59% 1.04%







TRP Equity Index Trust, Sch C Not Applicable $16,888,058 4.4% 0.10%





Total: $380,064,825 100.0% 0.64%4




4Weighted Average

State of Florida








by the Funds’ boards, and are paid monthly. The annual aggregate payment made by the Funds to TRP RPS for 2009 was


credit equal to basis points of the annual average assets the plan is expected to hold in the Funds during the period in which the recordkeeping fee relates.



State of Florida


Recordkeeping $0

Trustee Services $0



Variable



Total $0





Total $0












TRP provides days of employee education meetings annually, a value of .

5 There are separate fees assessed to participants who either (a) take a loan from the plan ( one time fee per loan), (b) have their assets managed by Morningstar in the Morningstar

Retirement Manager service ( ), or (c) make a company stock transaction ( .) F actors impacting plan service pricing include: average participant


TRP absorbs the cost of a participant communications campaign up to per year.



State of Florida

Department of Financial Services

Invitation to Negotiate

DFS TR ITN 11/12-02

Investment Provider Company Contract for The State of Florida Deferred Compensation, Internal Revenue Code 457(b) Plan

SECTION 1: Introductory Section1.1 Introduction

1.2 Background Information

1.3 Summary of Plan Features

1.4 Timetable

SECTION 2: Technical Specifications/Scope of Work SECTION 3: Special Conditions

3.1 Response Contents3.2 Submission Instructions3.3 Evaluation Process3.4 Additional Contract Terms

ATTACHMENT A - Price ProposalATTACHMENT B - Identical Tie Response CertificationATTACHMENT C - Statement of Work QuestionnaireATTACHMENT D - Form of ContractATTACHMENT E - Client ReferencesATTACHMENT F - Conflict Of Interest CertificationATTACHMENT G - Affidavit as to Compliance with Preferred Pricing Clause

EXHIBIT A - Investment Policy

EXHIBIT B - Florida Statutes 112.215

EXHIBIT C - SunGard Procedures

EXHIBIT D - Plan Document DRAFT EXHIBIT E - Loan Document

EXHIBIT F - Operation Procedures EXHIBIT G - Forms and Procedures

EXHIBIT H - Annual Report 2010 EXHIBIT I - Samples of Communication Documents-distributed at the pre-submission conference EXHIBIT J- Investment Provider Fee Invoice

1



SECTION 1: INTRODUCTORY SECTION

1.1 Purpose The Department of Financial Services (“Department”) is seeking to contract with up to five fullservice Investment Providers Companies with the purpose of soliciting replies for providing fulladministrative and investment services for the State of Florida’s IRC 457(b) program. At leastone investment provider company will be chosen to offer a self-directed brokerage service.

1.1.1 Summary of Plan Features

Plan Feature Tentative Description

Plan Name State of Florida Deferred Compensation Plan

Type of Plan Non-Qualified 457(b) Deferred Compensation Plan

Contributions Employee only

Participant

Directed

Yes, participants choose how they would like their Deferred Compensation assets invested

Investment

Options/Products

A current list of investment products is available for viewing at www.myfloridadeferredcomp.com and

Exhibit I (Performance Report)Frequency of

Valuation Daily

In-service

Withdrawals

De Minimus distributions as permitted by the U.S.C.457(e)(9)(A) and hardship/unforeseeable emergencywithdrawals are permitted

Loans Yes (Exhibit E)

VestingParticipants are vested on the first day of employment

Forfeitures None

Participant

Statements

Quarterly, produced by the investment vendors (may be offered online at the Participant’s request)

Minimum

Required

Distributions

Payouts may be deferred until the RequiredMinimum Distribution date, as provided in Section457(b), Internal Revenue Code

Rollovers

(In & Out)

Direct rollovers to the plan are accepted and directroll outs to an eligible plans are permitted

Payout Options

Lump sum, partial lump sum, periodic payments,and annuities (but not limited to)

Death Benefits Yes

Roth 457(b) Yes, as soon as administratively possible

1.2 Purchasing Agent

Refer ALL inquiries to the Purchasing Agent/Procurement Officer. The Purchasing Agent is thesole point of contact from the date of release of this ITN until selection of a successfulRespondent. All procedural questions and requests for clarification of this solicitation shall besubmitted in writing to:

2



G. Notice of the Department’s intended decision will be posted on or about, September 20,

2011, on the Vendor Bid System noted in Section 4.2. If the decision is made to award acontract, said contract will be executed as soon as practicable after the posting of theaward. The posting tabulation with the recommended award does not constitute acontract.

H. The Department reserves the right to make adjustments to this schedule and will notifyfirms participating in the solicitation. Adjustments to the schedule will be announced toall Proposers who have participated in the pre-submission conference or that havenotified the Bureau of their intent to submit a Reply.

I. Conversion/Transfer of Participant Data for a New Investment Provider Company

1. Conversion/transfer of data for a new Investment vendor must be completed within60 days after the contract is signed by both parties.

2. Website, forms, call center, and communication documents for a new InvestmentProvider must be approved within 60 days after the contract is signed by both parties.

3. New representatives must have their State deferred compensation badges with 60days after the contract is signed by both parties.

1.5 Mandatory Respondent’s Conference.

A mandatory pre-submission conference will be held, Tuesday, August 9, 2011, at 9:00 a.m.

(ET), in the Ground Floor Conference Room at the Hermitage Center, 1801 Hermitage Blvd.,Tallahassee, Florida. All Vendors are required to send a representative to the pre-

submission conference as a precondition to submission of a Response.

1.6 Solicitation and Technical Definitions

1.6.1 “Bureau“ means the Bureau of Deferred Compensation within the Florida Department of Financial Services. The Bureau of Deferred Compensation is responsible for administering theState of Florida Deferred Compensation Plan established under Section 112.215, Florida Statutesfor state employees.

1.6.2 “Brokerage Service“ means an Investment Provider that offers on-line brokerage serviceoffering mutual funds, stocks, bonds, options, and other investment vehicles.

1.6.3 “Business days“ include only Monday through Friday, inclusive, except for holidaysdeclared and observed by the state government of Florida.

1.6.4 “Business hours“ means 8AM to 5 PM EST on all business days. “Day” means businessday (defined as the Department’s normal working hours) unless otherwise described.

1.6.5 “Calendar days” means all days, including weekends and holidays, except that if the lastday counted falls on a weekend or holiday, the due date shall be the next business day thereafter.

4



1.6.6 “Contract,” unless indicated otherwise, refers to the contract that will be awarded tosuccessful Proposers under this ITN.

1.6.7 “Contractor“, unless indicated otherwise, refers to a business entity to which a contract has been awarded by the Department in accordance with a proposal submitted by that entity inresponse to this ITN. This may also be referred to as “Provider”.

1.6.8 “Department” means the Department of Financial Services, or Chief Financial Officer.Terms may be used interchangeably. This may also be referred to as Buyer, Customer or “DFS”.

1.6.9 “Desirable Conditions” designated by the use of the words “should” or “may” in thissolicitation, indicate desirable attributes or conditions, but are permissive in nature. Deviationfrom, or omission of, such a desirable feature, will not in itself cause rejection of a proposal.

1.6.10 “Glide-Path” means the manner in which a target date fund will be reallocated over timeto reflect differing risk levels based of the shortening of the time until the designated target date.

1.6.11 “Investment Provider” means, a private company approved by the Department of

Financial Services, which offers investment products, participant statements, customer service,investment education, and markets the Deferred Compensation Program to governmentemployees.

1.6.12 “ITN” refers to this Invitation to Negotiates and includes attachments and exhibits to thisInvitation to Negotiates unless stated otherwise.

1.6.13 “Minimum Mandatory Requirements” means that the Department has established certainrequirements with respect to proposals to be submitted by Proposers. The use of “shall”, “will”(except to indicate simple futurity) or “must” in this solicitation indicates that compliance ismandatory. Failure to meet mandatory requirements will cause rejection of the proposal or

termination of a contract.

1.6.14 “Minor Irregularity,” used in the context of this solicitation and contract, indicates avariation from the proposal terms and conditions which does not affect the price of the Proposalor give the proposer an advantage or benefit not enjoyed by other proposers, or does notadversely impact the interests of the Department.

1.6.15 “Participant” or “Plan Participant” means any eligible government employee who haselected to defer compensation under the Plan.

1.6.16 “Plan” refers to the State of Florida Deferred Compensation Plan adopted in Rule 69C-6.003, F.A.C, pursuant to Section 112.215, Florida Statutes. The Plan is attached as Exhibit D.

1.6.17 “Plan Administrator” is the person within the Department responsible for the overalloperation of the State of Florida Employees Deferred Compensation 457(b) Program. This termis interchangeable with “Administrator.”

1.6.18 “Plan Sponsored” means the condition of a 457(b) program being administered in wholeor part by a governmental entity, as opposed to the administration of the program being fully

5



1.6.19 “Program” means activities conducted for purposes of the State of Florida 457(b) Plan.

1.6.20 “Record Keeper” is a party contracted by the Department to perform consolidatedrecordkeeping services for the multi-provider Deferred Compensation Program. The currentRecord Keeper is SunGard Data Systems, Inc. The Department may procure a different RecordKeeper or bring the record keeping process into the Department. The Record Keepers contractmay be terminated before 2016.

1.6.21 “Reply” means a Vendor’s submission in response to this ITN.

1.6.22 “Representative” or “Specialist” means a qualified employee of one of the approvedInvestment Providers who solicits deferred compensation investment products to employeeseligible to participate in the Plan.

1.6.23 “Respondent” means the entity that submits materials to the Department in accordancewith these Instructions, or other entity responding to this solicitation. This may also be referredto as Proposer, or Vendor. The solicitation response may be referred to as Bid, Reply, Proposal,or Response.

1.6.24 “Special Conditions” means the provisions of Section 3 of this ITN which modify andsupersede the requirements of PUR Forms 1000 and 1001.

1.6.25 “Team” means the Committee selected by the Department to evaluate and rank theResponses to the ITN.

1.6.26 “Technical Reply” is the portion of the Reply that does not include cost information.

1.6.27 “Total Fee” means the sum of investment fees, 12b-1 fees and any other cost imposedupon a Participant as a percentage of assets, excluding frequent trading fees.

1.6.28 “Transaction Fees” are any fee, commission, charge, or cost, however characterized,which is imposed upon the purchase or sale on mutual fund shares or other investment products.

1.6.29 “Vendor Bid System” and “VBS” refers to the State of Florida internet-based vendor information system at http://fcn.state.fl.us/owa vbs/owa/vbs www.main menu

1.7 Solicitation Terms and Conditions.

The provisions of this solicitation, including the ITN and all its attachments, shall be read as awhole. In case of conflict between provisions, provisions shall have the order of precedencelisted below, where the top listed item has the highest precedence:

The Contract (Attachment D to the ITN)

Statement or Scope of Work sections of the ITN

6



Other Attachments and Exhibits to the ITN

Remaining Sections of the ITN

Instructions to Respondents (PUR 1001)

General Conditions (PUR 1000)

Respondent’s Response

If there are any perceived inconsistencies among any of the provisions of the ITN and its

Attachments and Exhibits, Respondent shall bring these inconsistencies to the attention of theDepartment prior to the submission of the Response. To report inconsistencies, Respondent mustsubmit a formal question prior to the submission of a Response. The Contract, Attachment D,after completion of negotiations and execution by the parties, will take precedence over the ITNdocument.

The Department objects to and shall not consider any terms or conditions submitted by aProposer, including any appearing in documents attached as part of a Proposer’s Proposal, whichare inconsistent with or contrary to the requirements, terms, or conditions of this ITN. Insubmitting its Proposal, a Proposer agrees that any such inconsistent or contrary terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect, and

that the Department shall not be held to have acquiesced to such term or condition. Failure tocomply with terms and conditions of the ITN, including those specifying information that must be submitted with a Proposal, shall be grounds for rejecting a Proposal. [Modifies PUR 1001 ¶4]

1.8 Objective

1.8.1 The Department is soliciting replies from investment provider companies offeringinvestment products and administrative services for the Internal Revenue Code 457(b) DeferredCompensation Program, as described in Section 112.215, Florida Statutes. The primary servicerequired of a Vendor will be to provide investment services to Participants. Other servicesinclude accepting and investing 38 deferral payrolls and other off cycle deferrals, employee

enrollment, communications, an industry standard 457(b) record keeping system, participantquarterly statements, a dedicated website, customer service and phone representatives, financialadvising, and other aspects of plan administration. The contract services will begin January 1,2012 and run through December 31, 2017. Any renewal is subject to Section 3.4.2 of this ITNand shall be contingent upon very high performance evaluations by the Department.

1.9 Background

1.9.1 The Bureau of Deferred Compensation resides within the Division of Treasury, within theDepartment of Financial Services, and is charged with administering the 457(b) DeferredCompensation Program. As of December 31, 2010, total assets within the Plan were valued at

approximately $2.4 billion with over 80,000 Participant accounts. Annual deferrals for 2010were approximately $156 million. Participation rate for state employees is approximately 46%.The Plan Administrator is appointed by the Chief Financial Officer and approved by the FloridaState Board of Administration. The Bureau employs a staff of fourteen (14).

1.9.2 The Department, with the approval of the Florida State Board of Administration,established the Program in 1982 as a benefit for the State of Florida employees. Other government units currently participating in the program are: Florida’s Public Universities, the

7



Division of Rehabilitation and Liquidation, the State Board of Administration, the South FloridaRegional Transportation Authority, and the Suwannee River Water Management District. Theremay be State legislation that may grant counties, cities, and special districts in Florida the abilityto join the State 457(b) Program during the contract period, resulting in a larger population of prospective participants.

1.9.3 There is an Advisory Council to the Program which consists of seven members, each

appointed to the Council from various agencies throughout State government. The AdvisoryCouncil provides assistance and recommendations to the State’s Chief Financial Officer relatingto the provisions of the Program. The members’ appointments and duties are specificallydefined in Section 112.215(8)(a), Florida Statutes, Exhibit B.

1.9.4 Currently, the Department contracts with four insurance companies and one mutual fundcompany. One of the existing Providers contracts with a brokerage firm, Charles Schwab.

1.9.5 The operations of the Bureau are funded solely by the Investment Providers. Legislationauthorizing establishment of the Florida Deferred Compensation Program does not authorize anyexpenses of the Florida Deferred Compensation Plan to be paid from State funds. All such costs

are borne directly by the Investment Provider companies. The Bureau pays indirect costs to theDepartment. The funds to operate the program are generated from a monthly fee of $1.70 fromeach Investment Provider based on the Investment Provider’s number of Participants withaccount balances. All start-up or implementation costs will be paid by each selected InvestmentProvider. Eligible employees may enroll as a Plan Participant with one or more of Florida’sapproved investment provider companies. Participants currently have the opportunity to choosefrom five full service investment provider companies and one online brokerage firm. All of thecompanies offer mutual funds and a guarantee of principal and interest fund. One provider offersa stable value fund in lieu of a guarantee of principal and interest fund. The Investment Provider must provide services in compliance with the State of Florida Deferred Compensation Plan,Exhibit D and Exhibit F, and its products must be qualified according to the State of Florida

Deferred Compensation Investment Policy, Exhibit A. Enrollment may be completed by theInvestment Provider over a recorded line, website, or in person.

1.9.6 All Participant information is processed by the five Investment Providers and received bythe Program’s Record Keeper. The Record Keeper is a hub of participant information andmaintains the Participant records for the Florida Deferred Compensation Program on a computer system owned by the Record Keeper. The Record Keeper provides a daily compilation of participant investment and demographic information to the Florida Deferred CompensationOffice and the Program’s website at www.myfloridadeferredcomp.com.

1.9.7 Each Investment Provider shall provide any requested information and counsel to theBureau during the contract period.

SECTION 2: TECHNICAL SPECIFICATIONS AND SCOPE OF WORK

The specifications included in this section are intended to inform Proposers of the minimumrequirements of the Department.

2.1 Scope

8



The Department is seeking no more than five full service Investment Provider Companies thatwill have the ability to offer the services described in this section for the State’s InternalRevenue Code 457(b) Deferred Compensation Program. The companies may offer a Brokerageservice. Investment Providers may offer other services and products that it believes is beneficialand adds value to the Deferred Compensation Program and its participants at the approval of theDepartment.

2.2 Minimum Mandatory Requirements

2.2.1 There shall be no cost to a Participant’s account to transfer to another Vendor in theDeferred Compensation Plan or to roll out from the Deferred Compensation Plan.

2.2.2 The Investment Provider Company shall fully accept non-qualified fiduciary responsibilityfor plan assets that come into its custody to the extent of the responsibilities undertaken.

2.2.3 The Investment Provider shall have its principal place of business and corporate charter located and registered in the United States of America.

2.2.4 The Investment provider shall provide enrollment services, investment services, phone andcustomer service representatives, advanced recordkeeping services and technology, participantquarterly statements, free on-line financial and educational tools, dedicated website, and marketthe Deferred Compensation Program to government employees.

2.2.5 For an Investment Provider offering an on-line Brokerage Service, Section 2.3.1 G shallapply.

2.2.6 All Investment Providers must comply with 2.3.1 F.

2.3 Scope of Work

2.3.1 Investments – The Department seeks investment products for each of the followingcategories. (Note: Current investment vendors are encouraged to retain their current portfolio of product offerings as long as the products meet Exhibit A). Additional investment funds may beadded.

A. Equity Investment Products (Retail Mutual Funds) :

1. Vendors responding to this category shall offer participants mutual funds representingat least, each of the following investment classes: large, mid, and small capitalizationgrowth and value equity classes, an international equity fund, low cost index fundsthat do not have a reimbursement or wrap fee, and bond funds.

2. The maximum total reimbursement fee for any single product will be no more than 40 basis points for the portfolios weighted average of its mutual funds.

3. All mutual fund products must meet the requirements in Exhibit A.

9



B. Fixed Income Products: At least one of the products below (1-3) must be provided byeach vendor.

1. Guaranteed Fixed Accounts: The Department desires each Vendor to offer one fixedincome account that has a guarantee of principal and interest that meets the followingcriteria:

a. must have a floor. b. no restrictions on withdrawals, transfers or contributions.c. Vendors shall clearly state how the asset in the fixed income product is managed.d. must be fully liquid.e. rate must be guaranteed for each quarter.f. there shall be no market adjustment.g. may not have a spread, reimbursement fee, or other fees or combination of fees

which total more than 150 basis points.h. have no fees for insurance features.i. an information sheet identifying at least the following for its fixed product must

be submitted to the Bureau on a semi-annual basis:

1) Average Maturity and Average Life of the fixed account2) Effective Duration to Average Maturity and Average Life, as appropriate for use inthe Crediting Rate Formula

3) Market Value vs. Book Value4) Investment Policy Statement Compliance Letter (semi-annually)5) Underlying Investment Portfolio guidelines regarding allocation to Sectors, Ratings,

Derivatives, types of securities6) Sector weightings7) Average ratings of corporate bonds held and % of whole portfolio with ratings below

BBB+8) Crediting Rate Formula9) Reporting of any changes in the operation of the fund10) List of people who can make changes involving the fund

2. Deposit Products:The guaranteed minimum interest rate for the liquid savings account and the 1, 3, and 5year Certificate of Deposit (CD) shall be as follows: the US Treasury 90-day maturityyield plus 50 basis points for the savings rate. For CDs, the US Treasury constantmaturity yield for the corresponding time period (1, 3, and 5 year) plus 25 basis points.It is desired that those Vendors offering deposit products offer the following:

a. A liquid savings account b. 1, 3, and 5 year CD’s

3. Stable Value Funds (Please provide on a semi-annual basis)

a. Schedule of investments b. Total assets of the Fundc. 30 day effective yieldd. Weighted average maturitye. Market Value to Book Value ratiof. Investment strategy

10



g. Fund manager profileh. Historical returnsi. Fee structure j. Average credit quality

C. Bond Mutual Funds

D. Target Date Funds – (This is the Qualified Default Investment Alternative for the Plan.)

1. The Vendor shall demonstrate a credible track record with and dedication to assetallocation portfolios.

2. The Vendor shall articulate and support its rationale for the proposed Glide-path of the portfolio, as well as for portfolio construction, including allocation over time tovarious asset classes and sub-asset classes within US equity, non-US equity, fixedincome, and short term fixed income.

3. The Vendor must articulate and demonstrate effective risk control processes.

4. All fees must be identified and reasonably set given the allocation to various assetclasses and sub-asset classes utilized to achieve desired outcomes. For “funds of funds,” an Investment Provider shall not assess an “asset allocation overlay fee.”

5. The benchmark construction must be documented and supported, and a crediblerationale provided.

6. The Vendor shall report semi-annually performance attribution analysis relative to its benchmark.

7. The Vendor shall be able to articulate and demonstrate the benefits of their product's performance relative to typical participant-crafted portfolios.

E. Investments with a Lifetime Income Account (Not required)The Department will evaluate parameters relating to return and cost. The Department willalso evaluate such investments with regard to portability in the event that a Participantseeks to change investments, if a Provider’s Contract is terminated or a provider contractis non-renewed.

F. Low-cost Index FundsThe Department seeks to provide Participants with low-cost index funds. The investmentmanagement fee for these funds shall be at or below the following. Each vendor isrequired to have one low-cost Index fund in its portfolio.

1. Large blend 20 basis points2. Total international stock market 26 basis points3. Small cap blend 31 basis points4. Mid-cap blend 26 basis points5. Total stock market 18 basis points

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6. Bond – short term 22 basis points7. Bond – intermediate 22 basis points8. Bond- long term 22 basis points

The fee limitations in Paragraph F above apply only to the low-cost index funds and donot preclude a Vendor from offering additional funds with higher fees. Refusal by aVendor to offer a low-cost index fund which meets the above standards for management

fees in response to this ITN will be disqualified. The availability of such funds has beendetermined by the Department to be important to the goal of providing value for Participants. Investment Providers currently in the Plan are encouraged to keep their current low cost Vanguard fund or proprietary index fund.

G. Brokerage Service

1. In addition to the investment products listed in 2.3.1, the Department seeks to haveone of the Vendors offer an on-line self-directed brokerage service. The brokerageservice, shall meet the following requirements:

a. There shall be no minimum balance requirement to trade or a minimum accountvalue in the core accounts at the host Vendor.

b. The maximum trade fee will not exceed $8.95 for an internet trade, limit, stop, or market.

c. There must be a large selection of “no transaction fee” mutual funds offered.

d. The Vendor shall provide an electronic brokerage window that allows Participantsthe ability to buy and sell a broad range of investments, including but not limitedto: listed stocks, fixed income instruments, mutual funds, options, and exchange-

traded-funds (ETFs).

e. The Brokerage Vendor shall allow the trading of fractional shares at no fee beyond what would be charged for a transaction involving only whole shares,allow for the selling of fractional shares transferred into the brokerage account atno cost, or otherwise provide a means whereby Participants are not subjected toadditional costs associated with the liquidation of fractional shares.

f. The Brokerage Vendor shall also offer a cash account with a competitive marketinterest rate which will hold Participants’ funds resulting from the sale of asecurity or awaiting an order to be placed.

g. The Brokerage Vendor shall permit Participants to place orders through theinternet, a voice reply system, and a call center.

h. The Brokerage Vendor shall be subject to the same requirements placed upon theother Vendors in the Program. These include: a Participant telephone support phone line, a Deferred Compensation Program website, employee enrollmentrequirements, and online financial and educations tools.

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i. The Vendor shall fully integrate its operations, in terms of recordkeeping,

transaction history, and performance reporting with the Bureau’s Record Keeper.

j. The Brokerage Vendor shall inform Participants of the information necessary to properly invest through a Brokerage Window. Some of the topics that shall beaddressed are: the importance of a diversified portfolio, trading frequency limits,

possibility of trading delays and an explanation of the types of fees that can beincurred. All fees shall be clearly and conspicuously disclosed to Participants prior to trading. Additionally, all fees shall be described in explicit detail in thecost proposal submitted in response to this ITN.

2. The Department strongly prefers the Brokerage Vendor to offer a free dividendreinvestment plan. However, if dividend reinvestment is offered, the BrokerageVendor must provide the sale of trailing dividends at no cost, automatic dollar-cost-averaging into mutual funds, online access to portfolio and investment information,and excellent research tools.

3. The Department retains the right to eliminate or limit the number of certain types of securities offered by the Brokerage Vendor based on the Department’s assessment of the needs of the Participants.

4. A Vendor offering a brokerage service may propose a sub-contractor to offer this

service. The Brokerage Vendor will not be required to have representatives in thefield; however, the Brokerage Vendor shall insure that the phone line available toParticipants is staffed with persons able to efficiently and effectively resolve problems which arise regarding Participant accounts. Additionally, the BrokerageVendor shall provide the Administrator with a liaison that is readily available whenissues arise regarding the Vendor’s contractual duties.

H. The inclusion of additional types of investment products not identified above is encouraged.The Department will consider a variety of products. The provision of innovative productswhich serve the best interest of the State in providing reasonable costs, performance,diversification and controlled risk to the deferred compensation participant will be given positive consideration in evaluating proposals.

2.3.2 Advisory and Managed Account Service

A. In addition to the investments described in paragraph 2.3.1 above, the Department seeksan advisory or managed account service as an option for Plan Participants who desiresuch an option. This service is not mandatory. This service may be offered for areasonable fee.

B. The following conditions apply to this service:

1. Each selected Vendor will provide this service for a reasonable fee to participantswho use it, but will not require Participants who do not use the service to be chargedan additional fee.

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2. Enrollment documents, solicitations, and fee disclosures made to Participants aresubject to the prior approval of the State Deferred Compensation Administrator, andshall not be used without such prior approval.

3. Solicitations and enrollment documents shall clearly describe all fees to Participants,and each Participant must initial the fee disclosure document. The initialed disclosuredocument shall be retained by the Vendor and a copy shall be submitted to the

Bureau.

4. Vendor shall provide an independent financial advisory service that is not an affiliateor employee of the vendor company.

5. All advice given to Participants by the Vendor or the financial advisor, shall complywith Employee Retirement Income Security Act of 1974 and other Department of Labor guidelines.

6. The Vendor shall ensure that Participants complete a client profile for all financialdata they would like included in their personal financial advice plan.

7. It is presumed that a deferred compensation plan is only one component of aParticipant’s retirement planning. Any advice that is not based on a Participant’soverall retirement funding is incomplete. The service shall provide for the inclusionof all significant retirement assets of Participants and their partner, in order to providean integrated, comprehensive basis for a Participant’s retirement planning.

8. The financial advice and the resulting managed account must always serve the bestinterest of Participants, and shall not be provided in a manner that unduly favors products or services for which the advisor receives financial remuneration or productsand services in which the advisor has a vested interest.

9. Participants shall be provided with a face-to-face personal meeting with their financial advisor to be provided necessary financial information and analysis.

10. Each Participant shall be provided a written financial analysis, reasonable wealth projections, and annual statements specific to the Participant’s circumstances, basedupon on-going monitoring of the Participant’s accounts and needs.

11. Participants shall be given the choice to preauthorize the financial advisor toimplement the advice and future rebalancing of their portfolio if the Participant has acontract with the Investment Provider for financial advice.

2.3.3 Communication and Education

A. The Investment Provider shall provide educational support to its Participants in theProgram. This function will consist of retirement-related financial education that can bedemonstrated to afford value to Participants. All educational materials must be preparedunder the assumption that the employee is a novice investor.

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B. The Investment Provider’s educational role will include, but not be limited to:distributing educational materials, providing free retirement planning financial andeducational tools and on-line advice, and offer financial planning guidance on matterssuch as investment diversification, investment risks, investment costs, and proper assetallocation. Investment advice shall consist of thorough and balanced recommendations,and shall adhere to Exhibit D.

C. The Investment Provider shall prepare, print, and provide written and web materials(including forms) on all of its investment product(s) and services. The InvestmentProvider shall provide approved general financial educational materials to Participantsand prospective Participants. The Investment Provider shall absorb all costs of mailingthe materials, including addressing the envelopes, inserting communication pieces, and postage. Materials developed by the Investment Provider for state employees’ or PlanParticipants’ use shall be submitted to the Plan Administrator for review, editing, andapproval, with adequate time as determined by the Bureau.

D. The communication strategy for the Program is designed to effectively advertise and promote interest in the Plan by accurately communicating risks and benefits and

explaining the considerations necessary for financially reasonable retirement planning.The Investment Provider shall work with the Bureau to create, implement, and manage amotivational and educational program directed towards State agencies, universities, andother approved governmental entities, to accurately inform eligible employees about thePlan. Communication about the Program will be done by the Investment Providers, aswell as the Bureau. Providers shall be required to increase the scale of marketingactivities in the event that other governmental entities in Florida are granted theopportunity to participate in the Plan.

E. Each Investment Provider shall communicate with each Participant annually to ensure theParticipant has a clear understanding of their plan, their investment allocations, and an

opportunity to increase or otherwise modify their contributions.

F. Each Investment Provider shall communicate with its participants quarterly that havestopped deferring to help the Participant decide whether or not the Participant shouldresume contributions (quarterly information will be provided to the Investment Provider by the Bureau).

G. Monthly each Investment Provider will communicate with their Participants that haveterminated their employment in the prior month to insure that the Participant makes aninformed decision as to whether to leave their 457(b) assets in the DeferredCompensation Program. The Bureau prohibits an Investment Provider from soliciting theterminated participants to remove their 457(b) assets to their company’s IRA. However,this does not prohibit Providers from accepting rollovers which are initiated by the participants without solicitation. If a participant of less than 59 ½ years in age seeks toroll over plan assets to an IRA or 401(k), the provider must inform the participant of thetax penalty associated with withdrawals from such accounts as compared to a 457(b)Plan. (A monthly file will be provided to the Investment Provider by the Bureau, of Participants who have terminated employment.)

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2.3.4 Participant Forms and Procedures

A. Prior to the new contract period, the Vendor shall have an adequate supply of forms, asadopted in Rule 69C-6.003, Florida Administrative Code that may be used for a particular service selected by a Participant. Each form shall have a detailed attachment provided by the Investment Provider explaining how to complete the form and shall

accompany any and all forms sent to Participants during the transition and contract periods. Each Vendor is required to use the State’s forms and abide by all procedures asidentified in Exhibit G. If you will provide on-line enrollment, the State’s enrollmentforms must be available on the Vendors dedicated website and the participant enrollmentinformation must be made available to the Department upon request.

B. The Vendor shall on a daily basis:

1. date stamp all incoming forms; 2. review each form for accuracy and completeness; 3. enter all data on the form including address changes into their system and transmit

participant data electronically to the Record Keeper system; 4. store all documents and participant changes for the life of the contract.

C. On a daily basis, the Investment Provider shall transmit to the Record Keeper a datatransmission including newly enrolled Participants and any changes made to an existingParticipant’s account. The Record Keeper shall post information and shall submit anerror report to the Investment Provider. The following work day, the InvestmentProvider shall review and correct the error report submitted to them by the RecordKeeper.

D. Once a Participant’s record has been entered into the Investment Provider’s system

and/or a change has been made to an account, a written or email confirmation shall besent to the Participant within two days of the change. A written confirmation shall be sentto the Participant’s address of record and shall summarize the activity that has taken place. A confirmation of a plan to plan “transfer in” must generate a next dayconfirmation to the participant.

E. The Investment Provider shall permit Participants to enroll by the following methods:

1. in person with a Investment Provider representative;2. through the Investment Provider’s website; or 3. through the Investment Provider’s customer service toll-free recorded line.

F. Each Investment Provider shall maintain compliance with Exhibits A, B, C, D,E, F, G, Hand J of this ITN, attachments and any applicable state and federal laws.

2.3.5 Field or Phone Representatives

A. It is encouraged that each Proposer employ a sufficient number of field (industrystandard) and/or phone representatives to effectively service the State of Florida Plan’sParticipants, and be available 7:00-7:00 Eastern Time to respond to the Participants.

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B Representatives shall enroll new Participants, effectively service existing Participants,

and seek to increase participation in the Program if it is in the best interest of theParticipant. This may be accomplished through a variety of methods including, but notlimited to: employer education seminars, on-site employee education workshops,mailings, and one-on-one employee counseling. Investment providers must enroll 1,200new participants to the Plan per year. If the Provider Company(s) fails to meet this goal,

the Provider Company(s) will pay (or share) the costs of creating, printing and mailing acommunications document to all participants and non-participants to encourage them toincrease their contribution or enroll in the 457(b) Plan.

C. Investment Providers shall not solicit account rollovers and/or transfers from other Investment Providers in the program. Rollovers and/or transfers shall be completed incompliance with all laws, rules, regulations, and contractual provisions which legallyapply. The prohibition of solicitation of rollovers and/or transfers applies to allrepresentatives of the Investment Provider. This prohibition also applies torepresentatives employed by one Investment Provider who subsequently obtainemployment with another approved Investment Provider.

D. All field or client relations representatives shall comply with the requirements of the PlanDocument, Operating Procedures and Forms Procedures. (Exhibit D, F, G)

E. All client representatives that have contact with the States Deferred Compensation participants must attend senior suitability training and be certified.

F. Each Specialist must hold and present upon request to the Administrator a copy of theSpecialist’s Florida resident or nonresident Life and Variable Annuity License, FINRAregistration, FBI background check to conduct Deferred Compensation business in a branch location registered with the State of Florida Department of Financial Services.

G. Prior to being qualified to solicit Investment Products to state employees, each Specialistshall have received from the Administrator an identification badge accompanied by anauthorization letter. The identification badge shall be prominently displayed at all times by each Specialist when offering Investment Products to state employees. Theauthorization letter shall be carried by each Specialist and shall be presented uponrequest. Each Investment Provider shall return the identification badge and theauthorization letter to the Chief Financial Officer immediately upon the suspension or termination of a Specialist.

H. When enrolling an employee, the Specialist shall provide the employee with a copy of Commonly Asked Questions With Answers, Form DFS-J3-1174, incorporated byreference in Rule 69C-6.003, F.A.C., Participant Action Form, Form DFS-J3-1163,incorporated by reference in Rule 69C-6.003, F.A.C., and Enrollment Information Form,Form DFS-J3-1164, incorporated by reference in Rule 69C-6.003, F.A.C. If requested bythe employee, the Specialist shall provide the employee with a copy of the Plandocument.

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I. To enroll in the Plan, the employee shall execute the Enrollment Information Form, FormDFS-J3-1164, incorporated by reference in Rule 69C-6.003, F.A.C., and complete andexecute the Participant Action Form, Form DFS-J3-1163, incorporated by reference inRule 69C-6.003, F.A.C.

J. Each Provider Company shall be responsible for continuous training of their Specialistsand other personnel, including administrative personnel and phone representatives, with

regard to its Investment Products and this Plan and any ancillary topics as the Departmentdeems necessary.

K. A Specialist is permitted to use state facilities, including meeting rooms or conferencerooms, for private consultation with employees upon prior approval by the employer. ASpecialist may use equipment if provided for by the appropriate state agency personnel.

L. All advertising and sales materials for securities shall be sent by the Provider Company toFINRA for its review. Each Provider Company shall advise the Administrator of anyobjection or comment made to the proposed material by FINRA and shall furnish a copyof any written communication concerning any objections or comments to the

Administrator.

M. Each Specialist, when acting as a Specialist, shall not use Deferred Compensation as ameans for the sale of other products or services other than the products approved by theDepartment for the IRC 457(b) plan. This includes a “plan to plan” roll out.

N. Each Specialist shall make a reasonable effort to qualify a prospective Participant withregard to the Participant’s financial ability to participate in the Plan. The Specialist shalldetermine and affirm that the prospective Participant has sufficient cash savings, salaryand other liquid assets from which to pay normal living expenses prior to enrolling that person in the Plan.

O. Specialists shall not be on state premises during working hours except for the purpose of participating in an authorized group meeting or keeping a previously scheduledappointment with an employee.

P. Each Provider Company shall furnish each Specialist with an individual copy of the PlanDocument. The Plan Document shall be carried by each Specialist while on DeferredCompensation business. All activities of Provider Companies and Specialists shall begoverned and regulated by the Plan Document, the rules of the Department of FinancialServices and Chief Financial Officer, the applicable Florida Statutes, Chapter 69C-6.003of the Florida Administrative Code, and any and all applicable federal laws, regulations,court decisions and regulatory agencies.

Q. A violation of the Plan Document; or Chapter 626, Florida Statutes, or Section 112.215,Florida Statutes; or Rule Chapter 69C-6.003 by any Specialist or any other Provider Company personnel shall result in the suspension or revocation of the identification badge and authorization letter of the Specialist or termination of the Provider Companyas necessary to protect the Deferred Compensation funds and the Participants.

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2.3.6 Operations Requirements

A. Final Investment Provider payroll file - After all actual deferral files for the pay cyclehave been reconciled by the Record Keeper, Bureau, Investment Provider, and the paycenters, the Record Keeper will send each Investment Provider an electronic final payrollfile to notify them of the pending deferral amounts for the pay cycle, which will be wiredto them by the Bureau. The Participant deferrals must be invested, as directed by the

Participant, on the same day the Investment Provider receives the Participant’scontributions. These files are only generated after the Bureau has given the RecordKeeper approval that each of the pay centers amounts are equal to the what the RecordKeeper had previously reported to Bureau.

The Final Investment Provider Payroll Files contain the following information:• Employer Code • Pay Center Code• IP Code • File ID• Record ID • PART SSN• Participant Name • Pay Cycle Code• Payroll Date • Participant’s deferral amount or percen

B. Participant Data Collection - The Record Keeper maintains an electroniccommunications system which allows Participant data entry directly from the RecordKeeper, the IPs and the Bureau. This system supports the functions of new Participantenrollment, current Participant individual account changes and individual Participantaccount data reconciliation between the Record Keeper, Bureau and Investment Providers.The data driver of this system is the Electronic Participant Action Form (EPAF), which provides for the transition of Participant data from a hardcopy environment, or on-line entryinto and electronic file. The structure and transaction of this electronic data is provided in aformat acceptable to the Department. The EPAF system provides Participant data, which iscurrent as of the prior business day.

C. Electronic Participant Action Form (EPAF) - Each of the Investment Providersfurnishes the Record Keeper an EPAF file each business day by 6 AM EST. The EPAF filetransfer process is used by the Record Keeper to pass Participant transaction information toRecord Keeper’s system. EPAFs originate daily from the different Investment Providersthat provide Participant data and investment services to Department. Notifications of RecordKeeper’s receipt of the EPAF files are emailed to the Investment Providers. The informationfrom the EPAF will be extracted, validated and used to trigger the appropriate RecordKeeper transactions. Transactions activated by the EPAF and posted by the Record Keeper are provided back to the Investment Providers in a conformation and exception file of theEPAF transactions – both accepted and rejected.

D. EPAF Confirmation Report - The Record Keeper submits an EPAF Confirmation reporton a daily basis, back to the Investment Providers once the EPAF files have been validatedand processed on the Record Keeper system. The EPAF Confirmation report is a summaryof the transactions that were accepted, and/or rejected. If Investment Provider does notsubmit an EPAF file or if the EPAF file contains no data, a report will not be generated.

E. EPAF Exception Report - Record Keeper submits an EPAF Exception report to theInvestment Providers when any data on the EPAF file is rejected. The EPAF Exception

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report will contain an error message describing the cause of the rejection. It is theInvestment Provider’s responsibility to review and correct all rejections on the EPAFException report and resubmit the correct data the following day.

F. Plan Level Reports & Files - The Record Keeper must submit separate daily, monthly,semi-annual and annual reports/files on a variety of data in the Deferred Compensation Planas designated by the Department. The Record Keeper will be required to provide the

Department with the information included in these reports/files as specified for each of theindividual reports/files as may be indicated below. The Record Keeper is responsible for accuracy, timely delivery and comprehensive structure of all reports/files as required bycontract and this ITN. Record Keeper is expected to provide prompt delivery (hard copyor electronic) of any records, reports of files and other information specified by theDepartment. Record Keeper shall maintain sufficient personnel to process data, reports,files, etc. within the time limits established by the Bureau.

G. Account Summary File - The Investment Providers furnishes the Record Keeper anelectronic Account Summary File each business day (Tuesday – Saturday) by 6 AM EST.The Record Keeper uses this file to update the daily Participant balances on their system.These daily balances are reflected on the State of Florida website, which is hosted by the

Record Keeper.

H. Census Files - Record Keeper receives an electronic file from the centralized pay center each week that contains the State of Florida pay center employees who are eligible to participate in the Deferred Compensation Plan. Record Keeper receives an electronic filefrom FRS each month that contains eligible ParticipantS. The Record Keeper updatestheir system to keep records of the eligible employees.

I. Monthly Valuation File – (MOVAL) - Record Keeper shall receive from InvestmentProviders and maintain an all-inclusive up-to-date Plan-level Valuation File in the formestablished by the Record Keeper. All information in the MOVAL File is the property of

the State and shall be available to the Bureau at any time. All Deferred CompensationPlan records are confidential and are exempt from the provisions of Section 119.07(1) ascited in Section 112.215(7), Florida Statutes. The Investment Providers will furnish aMOVAL file to the Record Keeper by the 5

thbusiness day of the following month to be

utilized in preparing the monthly summary reports. The MOVAL will be prepared inaccordance with a record layout approved by the Bureau and electronically transmitted toRecord Keeper by Investment Providers and shall include no less than the followinginformation for each investment product selected by each Participant:

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1. Case identifier 17. File identifier

2. Record identifier 18. File creation date

3. Valuation date 19. Participant’s SSN

4. Participant’s account 20. Money source

5. IP code for provider 21. Transaction date6. Fund code 22. Transaction type code

7. Charges/ Explanations 23. Net amount of transaction

8. Unit or share price on transaction 24. Number of units or shares acquired or surrendered as a result of the transaction

9. Transferred to/from fund code 25. Transfer value

10. Transfer amount 26. Transfer date

11. Cash value of fund 27. Fund code for inter-fund transfers in/out

12. Annuity value 28. Transaction group13. Monthly amount of each

transaction group29. Year to date value of each transaction

group

14. Inception to date value of eachtransaction group

30. Payout option code for annuities

15. Annuity payment amount 31. Frequency of annuity payment

16. Year to date annuity paymentamounts

32. Inception to date of all annuity paymentsmade

J. Benefit Payment File - (BENPAY) - Investment Providers provides a Benefit Paymentfile (BENPAY) to Record Keeper by the 10

thbusiness day of each month. The Record

Keeper compares the current months BENPAY file to the prior BENPAY files todetermine those Participants who have Started, Stopped, or changed distribution amountson a monthly, quarterly, semi-annual or annual basis. This report is due to Bureau by the15th business day of the month.

The outputs obtained from the comparison are separated into three reports for eachInvestment Provider:

Start Distributions: List any Participant that are on the current BENPAY fileand not on the prior monthly, quarterly, semi-annually and annually BENPAYfiles.

Stop Distributions: List any Participant that was previously reported on the prior monthly, quarterly, semi-annually and annually BENPAY files, but areno longer reported as receiving a distribution on the current BENPAY file.

Changed Distributions: List any Participant who has received a distribution, but the amount of the distribution is different from what is being reported onthe current BENPAY file.

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The information reported on the Start and Stop reports are:

Payee Name

Payee SSN

Benefit Payment Amount

Pay mode: When the Participant receives their distribution (i.e. monthly,annually, etc.)

Payee ID: Whether the distribution is going to a participant or beneficiary. Participant Name

Participant SSN

The information reported on the Changed Distribution reports are:

Same information as Start and Stop with the following additional fields

Current Benefit Payment Amount

Prior Benefit Payment Amount – the Record Keeper determines the change indistribution amount and reports only those Participants whose amountchanged by $75.00 to Bureau.

When all three reports for each Investment Providers are finished, the reports aredistributed appropriately.

K. Plan Audit Report - The Plan Audit Report is created on a monthly basis by the RecordKeeper from the data that is reported on the Monthly Value Files that is received from theeach of the Investment Providers. This report, which is due 15 business days after thereceipt of the MOVAL files, reflects the transaction activity amounts and then identifiesany discrepancies between the total amounts reported on the MOVAL files and theindividual amounts that is on the MOVAL files.

The data is collected, by fund and source, for the month and displayed in these

categories: Beginning Balance Deposits

Earnings Transfers In

Transfers Out Withdrawals

Charges Transfers to Annuity

Plan to Plan Transfers QDROS In

QDROS Out Ending Balances

The Report also itemizes the assets by specific Investment Provider, investmentoption and these accounting categories:

Pretax

Qualified Plan Rollover 457 Plan Rollover IRA Rollover

All Sources

The Plan Audit Report also lists the monthly Participant count for eachInvestment Provider, and the total number of unique Participants in the plan asdefined below:

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The unique Participant count is the number of Participants that are signedup with only one Investment Provider.

The monthly Participant count is the number of Participants with anaccount balance.

The completed Plan Audit Report is delivered to each Investment Provider to bereconciled, with a detailed explanation for any discrepancies that have been

reported for the month.

L. Plan Audit Report Responses - Once the Plan Audit Report has been submitted to theInvestment Provider’s, a detailed explanation of any discrepancies must be returned tothe Record Keeper within 10 calendar days. Failure to do so will result in a $100 dailyservice level credit until the corrected report is received by the Record Keeper. TheBureau must then reconcile those explanations to the discrepancies originally reported onthe Plan Audit Report. That information is then collated into the Plan Audit ReportResponse, and submitted to Bureau.

M. Loan File Exchange - Record Keeper provides access to their FTP server to both the

Investment Provider’s and Bureau for the monthly loan files to be submitted andretrieved. The loan files are submitted by the Investment Provider before or on the fifth business day of the month. A notification will be sent out to the Investment Providers toverify the receipt of the Loan files. Another notification will be sent out to Bureau toadvise that the files have been placed out on their FTP directory.

N. Schedule of Plan Assets - Bureau provides the Schedule of Plan Assets as of June 30 th,which is due by July 15

th. The Bureau request and gathers the appropriate asset data from

each Investment Provider to complete the Schedule of Plan Assets. The asset informationis entered into one spreadsheet which displays the following asset categories for eachInvestment Provider. Failure to submit a complete and accurate report will result in a

$100 service level credit each day the report is late and/or not accurate.

Beginning Asset Balance (previousyear ending balance)

Participant Deposit Activity

Withdrawals Company to Company Transfers In

Company to Company TransfersOut

Net Earnings, Gains, and Losses

Change in Present Value of Annuities

Ending Asset Balance

This Schedule displays the number and percentage of Participants that have

accounts with multiple Investment Providers and it breaks out the differentinvestment categories for each Investment Provider.

2.3.7 Interface with Record Keeper Services

A. See Exhibit C for transmission and implementation of the Record Keeper requirements.

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B. Implementation costs (estimated at $75,000+) for the necessary electronic interface withthe Record Keeper shall be paid by each Investment Provider. Any subsequent or start-up costs shall be paid by each Investment Provider. Information regarding therequirements associated with the necessary electronic interface with the Record Keeper can be found in Exhibit C.

C. The Record Keeper shall function as the central Program Record Keeper and will

compile daily transactions from each Investment Provider. Participants who elect to participate in the program may participate with as many Investment Providers as theyelect. The Record Keeper will be responsible for directing the split of deferrals madeamong different Investment Providers. Each Investment Provider is required to maintainParticipant records, including but not limited to investments (deferrals, cost, exchanges,transfers, etc.), demographics, and beneficiary information.

D. Each Investment Provider will be required to provide to the Record Keeper, in anapproved electronic format, all data necessary for the Record Keeper’s preparation of monthly plan audits, distribution reports, annual plan audit, annual report, populate theState’s website and any other reporting criteria as required in Exhibit C.

E. Each Investment Provider shall prepare a detailed implementation and conversion planfor the Bureau, outlining all the steps necessary to set up account records, createinterfaces with the Record Keeper, and establish reconciliation procedures. CurrentInvestment Providers are not required to submit a conversion and implementation planunless the current Provider does not intend to offer its current services.

F. Each Investment Provider shall provide advice the Department on matters related to theimplementation and recordkeeping process to the Bureau and shall establish proceduresfor performing services, including but not limited to, the processing of enrollments, andother requests from Participants, as requested by the Department.

G. Each new Investment Provider shall work with the Bureau and the Record Keeper todevelop an implementation plan for a compatible system that sends and receives data toand from the Record Keeper in a manner determined by the Bureau in order tosuccessfully administer the Plan. (Exhibit C) Record keeper shall validate thatrequirements have been appropriately met,(within 60 days after the contract has beensigned by both parties),systems have been designed to meet the Bureau’s and the RecordKeeper’s requirements, and that adequate testing has been completed to ensure thatsystems handle data appropriately and are adequate to handle the transaction volume for each Investment Provider.

H. Each Investment Provider shall work with Bureau and Record Keeper staff to providestaff training on all aspects of the implementation plan and ensure that all necessary procedures have been addressed and documented. The post implementation period shall be used by the Investment Provider to address system and business issues that were notanticipated at the time of start-up.

I. Each Investment Provider shall establish and maintain working contacts with appropriatestaff members at the Bureau and the Record Keeper. The maintenance of such contacts

24



includes, but is not limited to, providing a liaison and a backup liaison who is readilyaccessible during business hours, and who possesses the ability and authority toeffectively and efficiently resolve issues which arise relating to the Investment Provider’sservices to the Department and Participants.

J. The Record Keeper staff shall train the Investment Provider’s Staff regarding proceduresfor accessing and electronically transmitting Participant data, reconciling the data, and

resubmitting the participant data on a daily basis.

2.3.8 Participant Information Access

A. Each Investment Provider shall maintain an adequate number of staff and an adequatenumber of toll-free telephone lines(industry standard),dedicated to the State of Florida457(b) Plan with voice response capabilities and Internet access. Both Voice ResponseSystem (VRS) and Internet access shall be available 24 hours a day, with the exception of the time necessary for the normal maintenance of the system and updating of information.All costs associated with exchanges or trades shall be communicated to the Participant prior to the Participant’s trade order. The VRS and website must provide the followinginformation and services to Participants:

1. the current allocated investment options

2. Participant account balance

3. the current share prices 4. the ability to make exchanges between funds with the same Investment Provider 5. the daily changes in share prices

6. PIN change

7. informational brochures

8. enrollment 9. Participant demographic information

10. beneficiaries

11. deferral and contribution amounts

12. paycheck calculator 13. the State’s plan forms

14. redemption fees

15. frequent trading fees

16. retirement education tools

17. management expense fees

B. The service representatives shall be available to answer Participant questions between thehours of 7:00 a.m. Eastern Time and 7:00 p.m. Eastern Time each business day, unlessthe Department agrees to alternative hours. Each Investment Provider’s client servicerepresentatives shall be able to answer all reasonably anticipated Participant questionsabout investment products offered by the Provider, received in writing or over thetelephone, including questions about each product’s performance. Changes to investmentallocations shall be made to the Participant’s account and record the date they arerequested. Investment transfers received by 4:00 p.m. Eastern Time shall be made beforethe beginning of the next business day, using the previous day’s net asset value, unit or share value.

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C. The Investment Provider shall ensure that the personnel answering the customer servicelines are properly trained and qualified to provide accurate information on the Plan’sinformation, procedures and its investment offerings. These representatives shall refer the Participant to the Bureau, if necessary, to address the participant’s needs or concerns.The Investment Provider shall ensure that information is provided in a manner consistentwith all insurance and securities laws and that all personnel who provide suchinformation are properly licensed with all required regulatory agencies.

D. Each Investment Provider will be required to maintain records providing dailyinformation associated with a Participant’s allocated account, including but not limitedto: investment balances, allocations, contributions, transfers, distributions, earnings,investment management fees, redemption fees, frequent trading fees, currentdemographic information including physical and email addresses, places of employment, beneficiaries, and any other information necessary for the proper administration of aParticipant’s account. Each Investment Provider shall update the Bureau’s recordkeepingsystem daily with any changes made to Participant account records.

2.3.9 Customer Service Representatives (CSR)

A. Phone – All representatives must exclusively service the State of Florida’s 457(b)Program, and be properly trained to serve the Plan. There shall be a sufficient number of representatives to effectively serve the total number of Florida accounts. EachInvestment Provider shall have a comprehensive plan in place to guarantee promptresponse time during peak periods and give extensive training on the State’s deferredcompensation program. Customer Service Representatives must possess a Series 6license registered with FINRA prior to servicing customers. The Investment Provider must also provide an adequate number of bilingual CSRs.

B. All calls must be recorded, and 75% of calls must be answered by trained customer service representatives for this Plan within 20 seconds, with no call being placed on holdor in a queue for more than 60 seconds.

C. Website response – Actions requested by Participants via the website must be postedwithin 24 hours. On-Line enrollments must be entered into the system daily and checkedfor acceptance the following day.

D. Specialists - All Specialists must have extensive training on the State’s IRC 457(b) Plan.Specialists shall be provided with at least six weeks of on-the-job training with a trainer that will ensure they are correctly answering questions about the Program. The trainer shall provide and ensure that Specialists understand plan specifics.

E. Specialists that have received a Deferred Compensation issued badge are required toattend an annual training meeting by the Bureau. Failure to do so will result in a $100.00daily service level credit until the training has been completed.

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2.3.10 Required Special Reports to the Bureau of Deferred Compensation

A. Monthly loan reports using the recordkeeping clearinghouse (See Exhibit E and F.)

B. A participant required minimum distribution annual report shall be submitted to theBureau in October of each year. The report will identify participants that qualify for a

required minimum distribution.

C. Information for the Program’s annual report will be requested of each Vendor by theRecord Keeper.

D. Domestic Relations Orders – accounts affected shall be reported annually no later thanJanuary 31st of each year by each Investment Provider.

E. All Investment Providers must clear their payroll discrepancy reports by the end of thenext month. This report is sent to the Investment Providers operation staff by the Statefor each Participant payday. Failure to clear 100% of the report by the end of the nextmonth will be a service level credit of $100.00 a day until the report is cleared.

F. The distribution report will be submitted monthly, in conformance with Exhibit C.

G. All confirmations must be sent to the Bureau immediately upon a transaction by theInvestment Provider.

H. Quarterly investment information shall be sent to the Bureau 5 business days after the endof the quarter that will list the mutual funds your company offers, the Morningstar category, the Morningstar 5 year rating, ticker symbol, inception date, 1, 3,5,10 year historical rates (include fees in the returns) and Morningstar’s comparative indexes andfees. Failure to submit the quarterly investment information on time will result in a$100.00 daily service level credit until the information is submitted to the Bureau.

I. Loan files to be in compliance with Exhibit E.

J. The Investment Provider will provide a quarterly report to the Bureau of all its activeagents that have a DFS issued badge..

K. Investment Provider shall furnish the State a performance bond in the amount of $500,000.00 written by an insurance company licensed to do business within the Stateguaranteeing the performance by Investment of the terms of this ITN.

L. Investment Provider shall at all times maintain a fidelity bond in the amount of 10% of the Plan assets invested with Investment Provider under the Plan at the beginning of eachcalendar year. The Investment Provider is responsible for paying any deductibleassociated with the bond.

M. Investment Provider shall furnish annually to the State no later than March of each year, acertification as to the continued correctness of its programs requirements.

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2.3.11 Distribution

A. Investment Providers shall offer a full selection of distribution options to Participants.These options shall include, but not be limited to:

1. life annuities2. life annuities with period certain

3. joint and last survivor annuities4. designated period annuities5. systematic withdrawal options6. fixed dollar amounts7. fixed designated period amounts8. lump sum payments9. pre-authorized withdrawals without restrictions10. lifetime guaranteed minimum withdrawal benefits

B. Participants shall be permitted to change their distribution options without penalty to theParticipant, unless the participant is made aware of the charges by their signature.

C. All fees must be reasonable, transparent, and fully disclosed to Participants. All feedisclosures will be in compliance with the Federal regulations.

D. All Investment Providers’ Plan to Plan transfers out will be monitored by the Departmentto ensure that the Investment Provider is in compliance with the provisions of the PlanDocument, Exhibit D and this ITN.

E. All distribution options must be capable of transfer to another Investment Provider shouldthe Investment Provider not be renewed at the end of the contract period. Any suchtransfer shall be accomplished at no cost to the Participants.

F. Upon a distribution request, each Investment Provider shall provide all Participants a taxnotification with all required identification on the notice.

G. The Department has a zero tolerance policy for senior fraud.

H. All distributions must be in compliance with Exhibit F and G.

2.3.12 Quarterly Statements

A. Quarterly statements shall disclose all investment management fees in dollars. Feedisclosure must be in compliance with federal regulations. In addition, the quarterly

statements must include all quarterly transactions, earnings, share price, and number of shares purchased and owned.

B. Statements shall be mailed to the Participant by the 10th business day of the followingquarter. Failure to mail the Participant quarterly statements within 10 business days after the end of the quarter will result in a daily service level credit of $100 until the statementsare mailed.

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C. All statement information shall be clearly disclosed to the participant.

D. Statements shall include 1, 3, 5, 10 year returns for all of the Investment Provider’sinvestments available to state Participants. The quarterly statement may be provided on-line with the Participant’s prior approval.

2.3.13 Investment Provider State Program Dedicated Web site

Each Investment Provider will provide a website solely for the Deferred Compensation Programand will be responsible for providing correct and current information and maintenance of thissite. The purpose of this website is to be informative, educational and aid Participants in gaininga better understanding of investing and the importance of saving for retirement. This site shallinclude: Participant account balances and transaction history, available fund options, performance information for investment products including daily share or unit prices andinvestment performance history for individual employee accounts, all fund expenses, investmentstrategies, benefits of tax-deferred investing, free on-line financial educational tools, informationon financial literacy, and other areas pertinent to retirement planning. It shall also include a toolfor suggested portfolio allocations, “real-time” market quotes, essential topics such as the basicsof investing, retirement planning concepts, any pertinent tax-law changes, and a glossary of commonly used investment terms. This website should also have the capability to allow aParticipant to enroll in the plan and make allocation, deferral and demographic changes. Allcontent for this website must be approved by the Plan Administrator prior to posting and shallnot constitute an extra cost to Participants. The Website shall post all current State of FloridaDeferred Compensation and Company forms on its site for participants to download. Theseforms must be able to be faxed or emailed back to the company.

2.3.14 Toll-Free Telephone Support Line

On or before December 1, 2011, a Participant toll-free telephone support line shall be operationaland available for testing. As of January 1, 2012, the line must be staffed with a sufficient

number of qualified representatives to the Program who are appropriately credentialed and well-trained in all aspects of the State of Florida’s 457(b) Program. The telephone number must beTelecommunications Device for the Hearing and Speech Impaired (TDD/TTY) capable. Thereshall also be a facility for Spanish telephone services to Participants provided as well.Representatives shall be able to but not limited to enroll Participants, answer Participant’sspecific account questions, make changes to the Participant’s account or counsel the Participantas to how to have changes made, and shall explain any and all plan education materials.Participants initiating transactions via client service representatives shall receive a writtenconfirmation, which shall be mailed to the address on file for the Participant within two businessdays. All calls shall be recorded for quality assurance and be available for review by the Bureaufollowing 24 hours notice. All calls shall be retained by the Investment Provider for the life of

the contract.

Each Investment Provider shall have a facsimile machine designated to receive documents provided by the Bureau. Each Investment Provider shall have the ability to receive participant’srequests from the State office by email, phone and regular postal mail. Each staff person at theInvestment Provider receiving participant information shall always have well trained backupstaff to ensure timely response to emails and other requests from participants and the statedeferred compensation office.

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2.3.15 Other Requirements

A. If a current Investment Provider is not renewed at the end of the 2011 contract period,Participants with funds invested with the non-renewed Investment Provider will be required by the Bureau to transfer balances to an approved Investment Provider. InvestmentProviders shall accept the account value within 5 days after a Participant has chosen to

pursue the transfer for a different company, with no costs to be borne by the Participant or the Department. For Participants who do not initiate a transfer to a new Investment Provider,funds will be mapped to funds with similar investment objectives, and transferred uponauthorization of the Department. Participants in distribution must also be allowed to transfer to a new Investment Provider from the non-renewed Provider within 10 days after aParticipant has chosen the transfer. In the case of the Brokerage Provider, the investmentsshall be transferred in-kind with trailing dividends to follow at no charge to the participant.There shall be no interruption to the participant’s deferrals or investments.

B. The Participant’s accounts at the non-renewed Investment Providers will be divided amongthe approved companies with similar investment products, unless the participant chooses adifferent Investment Provider prior to the move.

C. Participants will have the option to accept the Bureau’s transfer recommendation or choose adifferent company. The Participant will be given no more than 60 days but no less than 30days to make such a choice.

D. The Investment Provider will comply with the State of Florida Unclaimed property procedures as identified in Exhibit D.

E. The Investment Provider will comply with the Bureau’s “Settlement” check distribution procedures as identified in Exhibit D.

F. The Bureau would like Investment Providers to be ready to implement Roth 457(b) Plans by01/01/2012.

G. Formal, in-person portfolio, operation and administrative reviews will be conducted on asemi-annual basis with Investment Providers at the Bureau in February and August of eachcontract year. Prior to each semi-annual review, Investment Providers will be given a list of the subjects that will be discussed and responses expected from the Investment Providers.All Investment Provider investment analysts must be present as well as the InvestmentProvider’s State of Florida manager. The investment analyst as well as the state manager must be available to the Bureau during normal business hours, during working hours tocontact.

H. A meeting with all Investment Provider state managers and their lead operations manager will be held on a semi-annual basis at the Bureau of Deferred Compensation each contractyear. The meetings described in G above will be held during the same week. Failure tocomply with G. and H. above will result in a $200.00 service level credit for each meetingmissed.

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I. At the Plan Administrator’s discretion, an audit, investigation, or other evaluation of theaccuracy of transactions relating to the Program will be conducted by an outside vendor toact as the Plan Administrator’s agent. The Investment Providers will be required to providethe Plan Administrator’s the requested Participant information at the request of the PlanAdministrator.

2.3.16 Modifications

The Scope of Services represents what the Department believes to be in the best interest of theState. The Department reserves the right to change, add, or delete any requirement from theScope of Services if the Department deems it to be in the best interest of the State. In addition,the Department reserves the right to withdraw and/or cancel this solicitation at any time, at nocost to the State, prior to a duly authorized and executed contract.

SECTION 3: SPECIAL CONDITIONS

A. The Department is not liable for any cost incurred by a Vendor in responding to thissolicitation. The Vendor is required to examine carefully the contents of the solicitation and be thoroughly informed regarding all of its requirements.

B. No negotiations, decisions, or actions shall be initiated or executed by the bidder as aresult of any discussions in reference to the ITN with any Department employees. Onlycommunications which are in writing from the Department in reference to this Invitationto Negotiate may be considered as duly authorized communications on behalf of theDepartment. The Respondent shall not engage in any lobbying efforts or other attemptsto influence the Department or the evaluation team, in an effort to be selected. Theselection period shall begin according to the Timetable in Section 1.4.

C. The Department reserves the right to reject any and all Replies or to waive minor discrepancies if it is in the State’s best interest to do so. The Department may, by written

notice, revise and amend the solicitation before the due date for the Replies.

D. Any provisions of Section 2 above that are inconsistent with the provisions of PUR Form1001 hereby incorporated in this Part III as Special Conditions, shall supersede the provisions of PUR Form 1001.

E. The Investment Provider shall not be permitted to have a serious deficiency in regulatorycompliance or be subject to any circumstance which undermines public confidence in theVendor. Within the Reply, each Respondent shall provide a statement fully describingany investigatory or regulatory action which has been undertaken and/or filed against itor any of its affiliates or subcontractors that will be involved with performing any duties

or responsibilities contemplated by this ITN, within the last five years. The statementshall also include a description of any litigation filed against it, or such affiliates or subcontractors. If an action has been filed, the Respondent shall identify the court,tribunal, or agency before which the action was instituted, together with the case or filenumber, and its status or disposition. If no such action has been taken, the Respondentshall so state. A regulatory investigation, dispute, action, or other litigation shall be a basis for rejection of a Reply, if the Department determines that such a circumstancewould do any of the following:

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1. pose any risk that the Vendor may be compromised in its ability to perform theservices sought in this ITN

2. tend to undermine the public trust3. cause a lack of confidence in the propriety of the Respondent4. result in a perceived detriment to the State or to Plan Participants.

F. Compliance with the provisions of PUR Forms 1000 and 1001, as modified by anySpecial Conditions of this ITN, which provisions constitute Mandatory Requirements.

G. All specifications that are identified in Technical Specifications and Scope of Work,Section 2 are mandatory unless otherwise indicated therein.

H. All documents that a Respondent seeks to be incorporated into the Contract must besubmitted with the Respondent’s Reply. No documents other than the contract documentnegotiated between the Department and Investment Provider will be signed by theDepartment. The Department reserves the right to reject any document or provision that aRespondent fails to include in its Reply.

I. Before being submitted for technical evaluation, the Replies will be screened for thecompliance with the minimum requirements in Section 2.2 above. Replies shall satisfythese mandatory minimum requirements in order to proceed into the detailed evaluation phase. Any Reply that does not meet the minimum mandatory requirements shall notreceive any further consideration.

3.1 Response Contents and Format

Respondents are encouraged to minimize redundancy and provide concise responses. Preparethe Response concisely and economically, providing a straightforward description of services to be provided and capabilities to satisfy the requirements of this ITN the Responses to thissolicitation are to be concise and follow the outline below:

3.1.1 Tab A Cover Letter and Executive Summary– Technical Proposal Section AThe cover letter shall be on the letterhead of the entity submitting the Response. The letter shall be addressed to the Department's Purchasing Agent, must be dated, and signed by an individualwho has the authority to bind the Respondent. The Respondent must state that it agrees to eachof the Department's requirements of this ITN to qualify for selection under this ITN.

A. Tab A-1 Proposer’s Statement of Agreement

1. The Letter of Certification must also address the following Certifications:

a. Does the Respondent certify acceptance and compliance with all of the Terms andConditions detailed PUR 1001 of the ITN document?

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b. Respondent is a registered vendor in MyFloridaMarketPlace (MFMP), has proper filings with the Department of State, and is eligible to conduct business with the Stateof Florida?

c. Has the Respondent certified as its understanding and agreement with all items inTechnical Sections of this solicitation, or has supplied functionally equivalentalternatives?

d. Has the Respondent certified as to the accuracy of the Response; and a statement thatRespondent agrees to not seek indemnification from the Department for any costs or services?

e. The names, titles, addresses (including e-mail), and telephone numbers of theindividuals who are authorized to make representations on behalf of the Respondent.

f. Signature of person(s) authorized to legally bind the Respondent

B. Tab A-2 Executive Summary

The Respondent shall provide an Executive Summary to be written in non-technical language tosummarize the Respondent’s overall capabilities and approaches for accomplishing therequirements specified herein. The Respondent is encouraged to limit the summary to no morethan three pages.

1. A brief statement of the Proposer’s understanding of the work to be done;2. The local business address from which the firm operates, business telephone/cell

phone number(s), and the name of a local contact person must also be included in theProposal. Include Proposer’s certification as to the accuracy of the Proposal; and astatement that Proposer agrees to not seek indemnification from the Department for

any costs or services.

C. Tab A-3 Management Summary

1. The Proposer must provide a management plan that describes administration,management, experience, personnel, qualifications, company history, and financialinformation.

2. Administration and Managementa. Proposer must include a description of the organizational structure established and

the methodology to be used to control costs, provide service reliability, andmaintain schedules; as well as the means of coordination and communication

between the organization and the Department.

b. Experience and References1) Experience

Proposer must provide documentation of previous experience in conductingservices similar to the requirements of this ITN. Experience should bereflective of the Proposer’s ability to perform the services requested in thisITN.

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2) Referencesa) The submission of Client Reference Survey (Attachment F), listing at least

four client references for whom investment and 457(b) plan administrativeservices have been provided within the past 12 months.

b) The list must include the client name, address (physical and email),telephone number, and contract term.

c) The Department reserves the right to contact these references and

investigate their comments as part of the overall solicitation evaluation process.d) The Department reserves the right to reject any bid for failure to comply

with this section. If the Respondent is an Investment Provider in thecurrent contract period for the State of Florida 457(b) Plan, theRespondent shall use the Department as a client reference Identification of Project Personnel.

c. Key Personnel1) Proposer must provide the name and title of each individual who will be

engaged in this project. Include a description of the functions and

responsibilities of each person relative to the task to be performed.2) Proposer must include a listing of all persons who will work on this projecttogether with their experience and qualifications. All of Proposer’s personnelassigned to this project will be subject to Department approval. As part of theMinimum Qualifications, the Proposer will designate specific members of the project team considered to be essential to the services to be provided as key personnel. Key personnel will be those assigned to agreed-upon key roles.Key roles should be defined within the proposed organizational structure andfulfill the Minimum Requirement of a designated support team for theServices. The Department requires that the Proposer’s Contract Manager ison the designated key personnel list.

3) Key personnel shall function as a designated support team for the Services provided. The Respondent shall include its lead operations manager on thedesignated key personnel list. Each key personnel shall a trained backup toensure workflow is not interrupted.

4) Staff Informationa) List all staff assigned to this project, including any subcontractors. The

following information must be provided for each:

Name;

Title;

Specific work or role to be performed and/or services to be provided. All personnel named for key roles shall be clearly

designated as such; Description of qualifications and relevant experience that makes

proposed individual suitable for designated role on this project;

Percentage of time to be dedicated to this project if the Proposer isselected, and the number of other projects currently assigned;

Any additional information that indicates the individual’s ability toaid the Proposer in successfully performing the work involved inthis solicitation; and

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Résumé. b) Subcontractors may be used. However, the vendor will be responsible to

meeting the timeframes provided regardless of delays caused by asubcontractor.

3.1.2 Tab B – Qualifications Requirements – Technical Proposal Section B

All Proposals received will be screened for compliance with these minimum qualifications. Any

Proposal that does not demonstrate satisfaction of the minimum qualifications will not receiveany further consideration. The mandatory minimum qualifications are:

A. Tab B-1 Provide a summary of the Respondent’s background (including its age, stability,financial viability), specifically providing the vendor’s managing officers and thequalifications and relevant experience any key personnel assigned to this project.

B. Tab B-2 Provide a concise summary of the products and services offered to meet theState’s needs, the Respondent’s approach to providing the services, the benefits that theState will derive from completing the project, and documentation as to why theResponder is best qualified to perform this engagement.

C. Tab B-3 Provide Respondent(s) Financial Statements: Include independent evidence of sufficient financial resources and stability for Responder(s) to provide the servicessought, such as audited financial statements that includes balance sheets and incomestatements for the past two fiscal years

D. Tab B-4 “As a minimum qualifications requirement, Respondent must have a Florida business registration, as required by Sec. 607.1501, Florida Statutes, which registration iswith the Secretary of State.”

E. Tab B-5 Provide a summary of the Respondent’s locations and staffing in Florida.Provide a summary of the Bidder’s ability to respond to the need for local contacts from

the Department and the local communities served by the Department

3.1.3 Tab C - Technical Response – Technical Proposal Section C

Include all mandatory requirements listed and respond to all technical requirements inAttachment C, Scope of Work, labeled in the order in which they are numbered in Attachment C.

3.1.4 Summary of Initial Responsiveness Mandatory Documents and Requirements – Technical Proposal

A. The Investment Providers systems must be able to transmit data to the Record Keeper, inthe manner in which the Record Keeper requires. The Investment Provider shall report

data to the current Record Keeper by way of daily electronic file transfer and pay all costsassociated with the ability to transfer such data. (Exhibit C)

B. The Respondents must have been providing investment services to a Plan Sponsored IRC457(b) defined contribution program with at least twenty-five thousand (25,000)Participants.

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C. The Respondents must have a minimum of five years experience in administration andmanagement of a public sector employer sponsored IRC 457(b) defined contribution plan.

D. All Respondents must be able to completely fund all its own cost (including start-upcosts) for this program

1. The Proposal must be delivered timely.2. The Proposal must include an original of the Technical Proposal and the Price/Cost

Proposals. Also include 5 paper copies of the Technical Proposal and the Price/CostProposals and 6 digital copies (compact disks) of the Technical Proposal. {modifiesPUR 1001 ¶ 3]

3. The Technical Proposal must include all Mandatory Requirements listed in the ITN,and respond to all technical requirements in Attachment C, Scope of Work, and mustinclude all mandatory forms and attachments.

4. The Technical Proposal must include evidence of Proposer’s qualifications.

5. The separately sealed Price/Cost Proposal must include the proposed price and asignature by an authorized representative of the Proposer.

6. The requirements of Section 2 of this ITN are complete. 7. The Respondent complies with the requirement for not being placed on the Convicted

Vendor list for committing a public entity crime within the last 36 months? (See FormPUR 1001 Section 7)

8. The Respondent complies with the requirement for not being placed on theDiscriminatory Vendor List per s. 287.134 F.S.? (See Form PUR 1001 Section 8)

9. The Respondent meets the requirements for Insurance as outlined in Section 3.4.3___ of this ITN?

10. The Respondent has certified acceptance of all Terms and Conditions of thissolicitation?

Proposers are further reminded that conditions and specifications, which are consideredmandatory requirements are expressed with the word “shall” or “must” in the description of therequirement. ITN Proposals that fail to demonstrate both willingness and ability to comply withsuch a condition or specification will be considered non-responsive. Responses shall beconsidered nonresponsive if they contain disclaimers in either the technical or price Responsethat the Response is for evaluation purposes only and should not be interpreted as a binding offer or commitment on the part of the Respondent.

3.1.5 Tab D Optional Forms– Technical Proposal Section D

Identical Tie Response (Optional)Whenever identical solicitation Response points are received, preference shall be given to theResponse certifying in accordance with Section 60A-1.011, Florida Administrative Code andFlorida Statutes. It is optional to include an Identical Tie Response Form attached as AttachmentB, if applicable to the Respondent.

3.1.6 Cost Proposal (THIS INFORMATION SHALL BE SUBMITTED SEPARATELYFROM ALL OTHER SUBMISSION DOCUMENTS)

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The Cost Proposal must include the costs proposed and a signature by an authorizedrepresentative of the Respondent.

3.2 SUBMISSION INSTRUCTIONS

3.2.1 Submittal of Response Responses shall be prepared simply and economically. The Department is not liable for any cost

incurred by a Respondent in responding to this solicitation. The Respondent is required toexamine carefully the contents of the solicitation and be thoroughly informed regarding all of itsrequirements.

The objective of this solicitation is to elicit firm contractual offers subject to negotiation. For a proposal to be responsive the respondent must be committed to enter into a contract based on thisITN and the respondent's proposal. If a proposal contains language which withdraws or negatescommitments to requirements of the ITN, or qualifies the proposal such that it is not a firm offer to contract under terms consistent with the requirements of this ITN, the submission shall besubject to being deemed nonresponsive and rejected. Respondents are cautioned to carefully proofread responses to ensure the removal of boilerplate disclaimers which have the effect of

negating commitments made elsewhere in the proposal.

3.2.2 Format and Copies

A. The Sealed Response must be received in the Purchasing Office at the 200 East GainesStreet, Larson Bldg., Attn: Fran Spivey, Purchasing Services, Tallahassee, FL 32399-0317 by the deadline listed in the Timeline in Section 1.4. All responses received by thedeadline will be opened in the Purchasing Office at that time. Mark the Response package clearly on the outside with: RESPONSE NUMBER, DATE AND TIME OFRESPONSE OPENING box of binders as described below as noted below. Provide one(1) original and five (5) copies of the Response and 6 digital copies (compact disks).

(This submission requirement replaces the submission instructions in PUR 1001 ¶ 3.)

B. The “original” Proposal will contain the originals of any documents required to besigned as part of the proposal submission (e.g., cover letter). The original Proposal assubmitted should bear the following printed information on both its outside frontcover, and on its spine:

• Proposers exact legal name, in which name the contract would be awarded• Proposal regarding DFS TR ITN 11/12-02• ORIGINAL, Binder __ of __

C. Include with the copies of the proposal photocopies of signed documents. Bind eachcopy in a 3-ring binder(s) just as the original, with a complete and exact duplicate of the original. For each copy, all sections may be contained in one binder clearlylabeled at each section and tab. Each copy of the proposal should bear the following printed information on both its outside front cover, and on its spine:

• Proposer’s name in which the contract would be awarded• Proposal regarding DFS TR ITN 11/12-02

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• Copy # ___, Binder __ of __

3.2.3 Communications

A. Notice required by statute: Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays,

Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurementofficer or as provided in the solicitation documents. Violation of this provision may begrounds for rejecting a response.

B. No negotiations, decisions, or actions shall be initiated or executed by the Respondent asa result of any discussions with any Department employees. Only communicationswhich are in writing from the Department may be considered as duly authorizedcommunications on behalf of the Department. During selection the respondent, its agentsand employees will not engage in any written or verbal communication with anydepartment employees whether or not such individual is assisting in the selection of the

respondent, regarding the merits of the respondent or whether the department shouldretain or select the respondent. The respondent will not engage in any lobbying efforts or other attempts to influence the department, the evaluation team, in an effort to beselected. The selection period shall begin according to the Timetable in Section 1.4.

3.2.4 Clarifications/Revisions. Before award, the Department reserves the right to seek clarifications or request any information deemed necessary for proper evaluation of submissionsfrom all Respondents deemed eligible for Contract award. Failure to provide requestedinformation may result in rejection of the Response.

3.3 EVALUATION PROCESS

Responses shall be opened on the date and at the location indicated on the Timeline.Respondents may, but are not required to, attend. The Department may choose not to announce prices or release other materials pursuant to s. 119.07(1) (b), Florida Statutes. Prices will not beread at the ITN Opening.

3.3.1 Evaluation Team An evaluation team consisting of at least three members, appointed in writing by the Department,will evaluate the Responses. Each member will evaluate the technical Response independentlyof the others using Evaluation Criteria in Attachment C.

3.3.2 Determination of Conformance A. Responses must satisfy certain mandatory minimum (initial responsiveness) requirements

in order to proceed into the detailed evaluation phase. All Responses will be reviewed for compliance with these mandatory minimum requirements. Evaluators will verify that allmandatory technical requirements are met and addressed. Responses that meet theserequirements will be accepted into a detailed evaluation phase. WARNING: Responsesthat fail to meet these mandatory minimum requirements will be rejected and consideredno further in the evaluation process.

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B. The objective of this solicitation is to elicit firm contractual offers subject to the

Department's acceptance. For a proposal to be responsive the respondent must becommitted to enter into a contract based on this ITN and the respondent's proposal. If a proposal contains language which withdraws or negates commitments to requirements of the ITN, or qualifies the proposal such that it is not a firm offer to contract under termsconsistent with the requirements of this ITN, the submission shall be subject to being

deemed nonresponsive and rejected. Respondents are cautioned to carefully proofreadresponses to ensure the removal of boilerplate disclaimers which have the effect of

negating commitments made elsewhere in the proposal

3.3.3 Evaluation of Responses A. Each team member will evaluate their copy of the Response independent of the others

and establish a competitive range of Responses reasonably susceptible of award, based onthe evaluation criteria.

B. In determining whether to select or reject a Response, the Department will consider andevaluate all information submitted in response to this ITN, including information

presented during oral presentation, if required; and to this extent, each requirement for solicited information is an evaluation criterion. Responses that do not contain all therequired information may be considered non-responsive and may be rejected. In itsassessment of Responses, the Department will analyze the information submitted inrelation to the information requirements and evaluation criteria of this ITN, the applicable provisions of the Florida Statutes, and the Florida Administrative Code, and will compareeach Response to the other Responses submitted and establish a competitive range of Responses that are reasonably susceptible of award. The Department may then select oneor more Responses within the Competitive Range with which to commence negotiations,or may reject all Responses.

3.3.4 Evaluation Criteria 3.3.4.1 Response Evaluation Criteria: The criteria that will be used for determining the selection

of the vendors for negotiation and award are specified below.

Technical Criteria: The Department will assemble an evaluation team. Each member of the team will score the responses submitted. The scoring by each Team member will beaggregated to establish an overall ranking by the Team for each category in EvaluationCriteria below. The points shall be allocated based of the fulfillment of the needs of

the Department and the Participants and as indicated within this ITN.

A. Experience and Credentials (24 Points)

1. Experience in administering other 457(b) plans. (5pts)2. Total of 457(b) plan assets under management. (5pts)3. Experience in administering other types of retirement plans. (2pts)4. Retirement plan assets under management. (2pts)5. Client references. References will be contacted to determine the services provided

and the extent of client satisfaction. (10pts)

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B. Regulatory Compliance and Financial Stability (20 Points)

1. Demonstrated evidence of financial strength. (10pts)2. History of compliance with applicable State and Federal laws, rules, and regulations.

(10pts)

C. Marketing and Education (25 Points)

1.The number of field representatives located in Florida and/or phone representatives toassist in the enrollment and servicing of Participants. (10pts)2.Demonstrated products, website, experience and commitment to marketing and

providing education related to deferred compensation programs. (10pts)3.Financial advice-Respondents will offer free on-line financial advice using a third

party. (5pts)

D. Innovation (10 Points)The Department seeks to achieve the best value for the State in its service to PlanParticipants. To that end, the Department seeks innovative proposals regarding ways toenhance the Plan for the benefit of Plan Participants. Replies containing proposals that

will assist the Department in achieving its goal for the State may be awarded points for innovation. Those proposals relating to enhancement of the return, safety, and value of investment products are most encouraged.

E. Services (30 Points)1. Functional, industry standard computer systems which are compatible with the State's

Record Keeper and meet all of the criteria in Exhibit C. (10pts)2. An organizational structure, including a customer relations department that is

compatible with the Bureau and which provides excellent service to Participants.(10pts)

3. Effective internal control and risk management procedures. (5pts)

4. Prior recordkeeping experience. (5pts)

F. Investment Products. The Investment Providers’ Replies will be evaluated as identified inParagraphs 1-7 below.

1. Equity Investment Productsa. Fund reimbursement fees. (4pts)

(<26bps=4pts, 27-29bps=3pts, 30-35bps=2pts, 36-40bps=1pt, >40=0pts) b. Aggregate Performance – 3 year rolling average fund category percentile ranking.

(4pts)(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

c. Ability and ease to change investment funds on an Investment Provider’s platform. (4pts)

2. Fixed Income Investment Productsa. Floor rate proposed. (4pts)

(400-350bps=4pts, 349-300bps=3pts, 299-200bps=2pts, 199-50bps=1pt,<50bps=0pts)

b. Deposit products. (1pt)

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c. Stable value fund. (4pts)

3. Target Date Fundsa. Aggregate Performance- 3 year rolling average fund category percentile ranking.

(4pts) (1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

b. Aggregate fund reimbursement fees. (4pts)

(<30bps=4pts, <32bps=3pts, <34bps=2pts, <35bps=1pt, >35bps=0pts)

4. Investments with a Guaranteed Retirement Amounta. Ability to transfer product to another vendor. (1pt)

5. Advice or Managed Account Servicea. Ease of enrolling and exiting the service. (0.2pts) b. Cost of Managed Portfolio (full service). (0.4pts)

(<40bps=0.4pt, 40-49bps=0.3pt, 50-60bps=0.2pt, 61-65bps=0.1pt, >65bps=0pts)c. Cost of Hybrid Service. (0.4pts)

(<25bps=0.4pt, 26-34bps=0.3pt, 35-45bps=0.2pt, 46-50bps=0.1pt, >50bps=0pts)

6. Brokerage Servicea. Cost of Electronic Trades (stocks, nonproprietary ETFs). (0.5pt)

(<$8.95=0.5pt, >$8.95=0pts) b. Cost of Electronic Trades (Proprietary ETFs). (0.25pt)

($0=0.25pt, >$0=0pts)c. Cost of Broker Assisted Trades (stocks, ETFs). (0.25pt)

(Electronic commission+$25=0.25pt, >=0pts)d. Cost of Electronic Trades (mutual funds). (0.5pt)

(<56bps of principal=0.5pt, >56bps of principal=0pts)e. Cost of Broker Assisted Trades (mutual funds). (0.25pt)

(<70bps of principal+$25=0.25pt, >70bps of principal+$25=0pts)f. Minimum/Maximum for Purchases and Sales. (0.25pt)($35-$49.95=0.25pt, >$35-$49.95=0pts)

7. Plan Administrative Fees.($0=5pts, >$0=0pts)

3.3.5 Reservations

3.3.5.1 The Department reserves the right to reject any and / or all Responses, or to waive minor discrepancies if it is in the Department’s best interest to do so. The Department may, by written

notice, revise and amend the solicitation before the due date for the Responses.

3.3.5.2 In determining Respondent’s responsibility as a vendor, the Department shall consider allinformation or evidence which is gathered or comes to the attention of the Department whichdemonstrates the Respondent’s capability to fully satisfy the requirements of the solicitation andthe contract.

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3.3.5.3 The Department reserves the right to perform an on-site visit to the location(s) wherecontract services are proposed to be performed to verify information submitted in the InvestmentProvider’s Reply. If the Department elects to perform such a visit, the Department will contactthe Investment Provider to make such arrangements. Any discovery that information containedin a Reply is materially untrue will be a basis to reject a Reply as non-responsive. Informationobtained in an on-site visit may be used by the Department to assist in the selection process, based on the standard of the best value for the State. The contract entered into pursuant to this

ITN shall fully replace any contract previously entered into between the Department and anInvestment Provider.

3.3.6 Negotiation Stage

3.3.6.1 The Department may select one or more Respondents within the Competitive Range of scores assigned by the evaluation team with which to commence negotiations. The number of respondents that will be invited to the negotiation stage has not been determined. The decisionwill be made by the selection committee based on the desire to make a broad variety of investment choices available to participants while optimizing the used of the Department’sadministrative resources. The best interest of the state in its fulfillment of its obligation to serve

the Plan Participants will be the guiding principle in deciding how many Respondents to invite tonegotiations.

3.3.6.2 Selected Respondent(s) will be invited to provide more detailed clarifications of their Responses, to provide interactive presentations of the Responses, and to enter into negotiationswith the Department. Based on the clarifications, presentations and negotiations, the Departmentwill either (i) award the contract to the Respondents who provide the best value for theDepartment and the State based on the selection criteria, or (ii) reject all Responses. TheDepartment reserves the right to negotiate concurrently or sequentially with competingRespondents.

3.3.7

Contract Award

3.3.7.1 After negotiations are conducted, the Department shall award the contract to theresponsible and responsive Respondent that the Department determines will provide the bestvalue to the state and the Plan Participants, based on the Selection Criteria. The Department mayenter into a contract with the Respondents- who offer- the best value for the State whilecollectively providing the array of products and services sought through this ITN to best meet theneeds of Participants.

3.3.7.2 The Department will coordinate a contract for signature, substantially in the formattached as Attachment D, between the Department and the successful Respondent(s), thatincorporates this Invitation to Negotiate and the awarded Respondent’s Response as soon as possible after the posting of the notice of award on the Vendor Bid System (VBS) website,http://fcn.state.fl.us/owavbs/owa/_vbs_www.main_menu

3.3.7.3 The Department is not bound to enter into a contract with the winning Respondent unlessthe Department is able to negotiate the conditions and price that it considers fair, competitive,and reasonable.

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3.3.7.4 After selection of the Contractor, the Invitation to Negotiate (including addenda thereto,if any), the Proposal of the Contractor, and the executed Contract will constitute the entireagreement of the parties and will supersede any prior representations, commitments, conditions,or agreements between the parties. In the event of conflict among the terms and conditions of thevarious documents, the Contract shall prevail over the Invitation to Negotiate and the Invitationto Negotiate shall prevail over the terms of the Proposal. The term “Proposal” includes both theTechnical and Price Proposals submitted in response hereto.

3.3.7.5 The Contract shall be substantially in the form attached as Attachment D to the ITN,with only such non-substantive changes therein as shall be necessary to the orderlyadministration of the program/Project.

3.3.7.6 Modifications as noted in response to the Proposers' questions and any other Addendato the ITN are incorporated into the ITN. The Department reserves the right to amend thisInvitation to Negotiate by an addendum prior to the date for Proposal submission. If there areany perceived inconsistencies among any of the provisions of the ITN and its attachments,Proposers shall bring these inconsistencies to the attention of the Department prior to thesubmission of the Proposal.

3.3.8 Nonexclusive Contract

This procurement will not result in an exclusive license to provide the services/productsdescribed in this ITN or the resulting contract. The Department may, in compliance withapplicable law, contract with other vendors to provide the same or similar services.

3.4 ADDITIONAL CONTRACT TERMS

3.4.1 Entire Contract; Order of Precedence

3.4.1.1 The Contract document, substantially in the form attached as Attachment D, and listedaddenda, and the Contractor’s Response and in that order, state all of the rights andresponsibilities of, and supersede all prior oral and written communications between, the parties.The Department objects to and shall not consider any terms or conditions submitted by arespondent, including any appearing in documents attached as part of a respondent’s response,which are inconsistent with or contrary to the requirements, terms, or conditions of the ITN. Insubmitting its response, a Respondent agrees that any such inconsistent or contrary terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect.

Notwithstanding the requirement of paragraph 3.4.1 above, in the event there is only one Replyand that Reply is non-responsive in that it deviates from material requirements of this ITN, theDepartment reserves the right to negotiate with the Respondent making the Reply to form acontract that meets the requirements of applicable law and is, in the sole judgment of theDepartment, in the best interest of the State in its service to Participants. In the event that anincumbent vendor possesses information about the services to be provided which creates amaterial advantage over other respondents, the respondent possessing the information shall provide a mitigation plan and provide all documentation supporting a description of the technicaland service requirements. If such mitigation plan is not provided 24 hours prior to the due datefor solicitation response to questions to be posted, such vendor’s solicitation response, if

43



competing, may be deemed nonconforming or the Department may subtract evaluation pointsfrom the evaluation of the vendor’s proposal for failure to provide a timely mitigation plan.

3.4.2 Renewal and Termination

By mutual agreement of the parties, and pursuant to section 287.057(13), Florida Statutes, theDepartment may renew the Contract for one or more periods not exceeding a total of five years

collectively. The Department shall have the right to terminate or suspend the Contract, by providing the Contractor a notice of non-renewal. The Contractor shall not perform any Servicesafter it receives the notice of termination, except as necessary to complete the transition or continued portion of the Contract, if any. The Investment Provider will cease writing new business. Within 90 days the Investment Provider shall accomplish a transfer of 100% of itsParticipant accounts to other vendors as requested by the Bureau.

3.4.3 Performance and Fidelity Bonds

3.4.3.1 Contract Performance BondBefore the effective date of the contract, the Investment Provider must furnish a Performance

Bond or Letter of Credit written by an insurance company having a certificate of authority to do business within the State of Florida. The Performance Bond or Letter of Credit shall contain aspecific provision for the payment to the Chief Financial Officer on behalf of the State, of liquidated damages in the amount of $500,000.00) in the event that the Investment Provider isterminated for cause, to compensate the Plan Administrator for damages and expenses incurred.As an alternative, the Investment Provider may deposit $500,000 in the State Treasury CashDeposit Trust Fund for this purpose. Funds placed in this trust fund will earn interest for theInvestment Provider.

3.4.3.2 Contract Fidelity BondThe Investment Provider shall, as of the contract effective date and at all times during the

contract term, maintain a fidelity bond or cash deposit with the State Treasury in the amount of 10% of Plan assets invested with Investment Provider under the Plan at the end of each calendar year. The fidelity bond will ensure against crime, including computer crime and must be issued by an insurer holding a valid certificate of authority from the Florida Office of InsuranceRegulation. The bond must provide coverage against intentional acts as well as negligent acts or omissions in connection with its activities under the Contract and shall name the Department asan additional named insured. The fidelity bond must be made available for inspection by thePlan Administrator, and shall not be changed, cancelled, or altered without express writtenapproval by the Department

3.4.3.3 Contractor shall require each of its subcontractors to secure and maintain the aboveinsurance coverage and Contractor shall also be a named insured. Such coverage may bereduced with the consent of the Contract manager since certain subcontractors have potentiallyless exposure in liability than other subcontractors. Except as agreed in a separate writing, noself-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular coverage listed above in the state of Florida, or is an in insured member of a self-insurance group that is licensed to self-insure in the State of Florida.

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3.4.4 Public Records

3.4.4.1 Notwithstanding any provisions to the contrary, public records shall be made available pursuant to the provisions of the Public Records Act. Trade secrets are not solicited or desired assubmissions with Proposals. Section 812.081, Florida Statutes, defines trade secrets. If theProposer submits a Proposal containing trade secrets, the Proposer shall submit a statement titled“Notice of Trade Secrets.” This Notice shall clearly identify specific sections of the Proposal

that are trade secrets and identify the reason for each designation. If the Department receives a public records request related to the Proposal, the Proposers who have filed Notices of TradeSecrets shall be notified of the request. The Proposer shall be solely responsible for takingwhatever action it deems appropriate to legally protect its claim of exemption from the publicrecords law. Such protection shall be accomplished within 15 business days of the notificationof the public records request by the Department. Failure to protect the trade secret shallconstitute a waiver of any claim of confidentiality and the Department shall release the requesteddocument. Any prospective Proposer acknowledges that the protection afforded by section815.045, Florida Statutes, is incomplete, and it is hereby agreed that that no right or remedy for damages arises from any disclosure. (modifies PUR 1000 ¶33 and PUR 1001, ¶19). Thesuccessful Proposer shall retain such records for the longer of (3) three years after the expiration

of the awarded Contract or the period required by the General Records Schedules maintained bythe Florida Department of State (available at:http://dlis.dos.state.fl.us/recordsmgmt/gen_records_schedules.cfm).

3.4.4.2 The Contractor shall require the Contractor’s employees and its subcontractors to complywith public records laws, specifically to:

A. Keep and maintain the public records that ordinarily and necessarily would be required by the Department in order to perform the service or activity.

B. Provide the public with access to such public records on the same terms and conditions

that the Department would provide the records and at a cost that does not exceed that provided in Chapter 119, F.S., or as otherwise provided by law.

C. Ensure that records that are exempt or records that are confidential and exempt are notdisclosed except as authorized by law.

D. Meet all requirements for retaining records and transfer to the Department, at no cost, all public records in possession of the Contractor upon termination of the contract anddestroy any duplicate public records that are exempt or confidential and exempt. Allrecords stored electronically must be provided to the Department in a format that iscompatible with the information technology systems of the Department.

3.4.5 Modification of Terms

A. Any terms and conditions that the Contractor provides with or before or after deliverythat attempt to modify the Contract or add additional restrictions of usage, licenseconditions, or requirements have no effect and are not enforceable under the Contract.(modifies PUR 1000 ¶42) Any proposed software license agreement, service level

45



agreement, or any other draft agreement submitted in the Response shall not contain any provisions, unless such provisions are expressly negated in the Response, which:

1. are inconsistent with Florida law, 2. exclude, prohibit, or negate other contract documents, 3. subject the State of Florida to the jurisdiction of another state, or 4. provide that the State will indemnify the contractor or any other person,

B. All work materials developed or provided by [Contractor/Consultant/your term here]under this [agreement/contract/your term here] and any prior agreement between the parties shall be deemed to be work made for hire and owned exclusively by the State of Florida, Department of Financial Services.

3.4.6 Background and employment eligibility verification

A. Pursuant to the Governor’s Executive Order 11-116, upon hiring any new employeesduring the term of the Contract, the Contractor must participate in the federal E-Verify Program for Employment Verification under the terms provided in the“Memorandum of Understanding” with the federal Department of Homeland Security

governing the program. The Contractor agrees to provide to the Department, withinthirty days of hiring new employees, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile” screen, which contains proof of enrollment in the E-Verify Program.

B. The Contractor further agrees that it will require each subcontractor that performswork under the Contract to enroll and participate in the E-Verify Program upon hiringnew employees during the term of the Contract. Participation in the E-VerifyProgram extends to the Contractor’s and subcontractor’s Florida employees and thoseemployees hired to work directly on the Contract. The Contractor shall obtain fromthe subcontractor(s) a copy of the “Edit Company Profile” screen indicating

enrollment in the E-Verify Program and make such record(s) available to theDepartment upon request.

C. Compliance with the terms of this Employment Eligibility Verification provision will be an express condition of the Contract and the Department may treat a failure tocomply as a material breach of the Contract.

D. The Contractor is responsible for payment of costs if any, and retaining recordsrelating to, employment eligibility verification, which records are exempt fromChapter 119, F.S.

3.4.7 Limitation of Liability

A. The Indemnification provisions of this ITN and its incorporated PUR 1000-19 shall applywith the following clarifications, except that each party shall be responsible for its ownattorney fees. The procedures set forth below shall apply to all indemnity obligationsunder this Contract. (except as otherwise expressly provided below):

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1. The Contractor shall be fully liable for the actions of its agents, employees, partners,or Subcontractors and shall fully indemnify, defend, and hold harmless the State andCustomers, and their officers, agents, and employees, from suits, actions, damages,and costs of every name and description, including attorneys’ fees, arising from or relating to:

(a) Any claim by, on behalf of, or pertaining to a Contractor Subcontractor or

Contractor personnel in relation to the Contract or the Services. In the case of aclaim by employees of Contractor (or of any of its Subcontractors), Contractor’sindemnification of the State and Customers will be to the same extent as if theclaim was made by a person who is not an employee of Contractor (or itsSubcontractor) – i.e., the Contractor’s indemnification obligations to the will not be subject to any limitation of the Contractor’s liability to the person claiminginjury under workers’ compensation or similar Laws;

(b) Any claim that, if true, would constitute a breach of the Contractor’s obligationswith respect to any Confidential Information or data security;

(c) Any claim that any Personal Information (as defined in Sec. 817. 5681, F. S.) wasmisused or improperly disclosed due to any act or omission of the Contractor (or any entity or person for which the Contractor is responsible);

(d) Any claim that, if true, would arise from or be attributable to a breach of Contractor’s obligations to comply with Laws;

(e) Any claim that, if true, would arise from or be attributable to a breach of theContractor’s warranties regarding non-infringement of Deliverables;

(f) Any claim that, if true, would arise from or be attributable to fraud, theft, or

embezzlement by any Contractor (or Subcontractor) personnel;

(g) Any claim that, if true, would arise from or be attributable to an intentional tort,willful misconduct (including intentional breach of contract), unlawful conduct,or gross negligence of the Contractor (or any entity or person for which theContractor is responsible);

(h) Personal injury and damage to real or personal tangible property alleged to becaused in whole or in part by the Contractor, its agents, employees, partners, or Subcontractors,

(i) Notwithstanding anything to the contrary, nothing in this section will beconstrued to impose any limitation on compliance with Rule 60A-1.006 (3),F.A.C. The Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or aCustomer.

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3.4.8 Security and Confidentiality

3.4.8.1 Contractor, its employees, subcontractors and agents shall comply with all security procedures of the Department in performance of this Contract. The Contractor shall provideimmediate notice to the Department in the event it becomes aware of any security breach and anyunauthorized transmission of State data or of any allegation or suspected violation of security procedures of the Department. Except as required by law or legal process, and after notice to the

Department, Contractor shall not divulge to third parties any confidential information obtained by Contractor its employees, subcontractors or agents in the course of performing the Services.Contractor shall not be required to keep confidential information that is publicly availablethrough no fault of Contractor, material that Contractor developed independently without relyingon the State’s confidential information or information that is otherwise obtainable under statelaw as a public record.

3.4.8.2 Providers under contract with the agency are required to comply with all theDepartment’s policies, procedures and guidelines governing security including AP&P 4-03,Information Technology Security Policy (CSIRT). The contract shall identify the securityrequirements applicable to the contract as network access or on-site access to physical resources

such as servers.

3.4.8.3 Ensure all access is promptly terminated for every provider staff upon completion of contract.

3.4.8.4 The Contractor is responsible for security of all Contractor services outlined within theContract. Data containing any confidential or exempt information shall be readily identifiable.The Contractor will initiate internal CSIRT procedures as defined by the Contractor’s security policies.

3.4.9 Audit Requirements A. Contractor agrees to maintain financial procedures and support documents, in accordancewith generally accepted accounting principles, to account for the receipt and expenditure

of funds under this Agreement.

B. These records shall be available at all reasonable times for inspection, review, or audit byDepartment personnel and other personnel duly authorized by Department. The term“reasonable” shall be construed according to circumstances, but ordinarily shall meannormal business hours of 8:00 a.m. to 5:00 p.m., local time, Monday through Friday.

3.4.10 No Advertising or Endorsements The Contractor's services to the Department may be generally stated and described in theContractor's professional resume. The Contractor may not give the impression in any event or manner, that the Department recommends or endorses the Contractor

3.4.11 Conflict of Interest.

During the term of the Contract, Contractor shall not knowingly employ, subcontract with, or sub-grant to any person (including any non-governmental entity in which such person has anemployment or other material interest as defined by section 112.312 (15), Florida Statutes) whois employed by the State or who has participated in the performance or procurement of theContract, except as provided in section 112.3185, Florida Statutes

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3.4.12 Dispute Resolution The provisions of PUR 1000 ¶31 are intentionally omitted. Except as otherwise provided by lawand the resulting contract, the Parties agree to be responsible for their own attorney fees incurredin connection with disputes arising under the terms of this ITN or the resulting contract. (Thismodifies PUR 1000 ¶31.)

3.4.13 Acceptance DFS reserves the right to reject any proposal as incomplete, inadequate, or unacceptable.

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ATTACHMENT A

Cost/Price Proposal

Aggregate fund reimbursement fee for mutualfunds and comingled trusts(aggregate fees of portfolio may not be >40bps) bps

Aggregate target date fund reimbursement fee

(aggregate reimbursement fees may not be>35bps) bps

Cost of Guaranteed Retirement AmountInvestment Account bps

Managed Account/Advisory Service

(may not be >60bps)

FullServicePortfolioManagement bps

(Doitforme)

HybridService bps

(SomeManagement)

Internet/PhoneRepAdvisoryServices bps

(Doitmyself)

Fixed Account (Guarantee of principal and interest) floor rate bps

Stable Value Fund fees bps

(fees must be < 32bps)

Brokerage Services

Stocks

ElectronicTrades

StocksandnonproprietaryETFs $ trade

ProprietaryETFs $ trade

BrokerAssisted $ trade

Mutual Funds

ElectronicTrades bps

Purchase/Sale min $ max $

BrokerAssisted bps

Purchase/Sale min $ max $

Plan Administrative Fee $

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ATTACHMENT B

Identical Tie Response Certification

Preference shall be given to the vendor, in the event of identical tie Responses, who (check theapplicable block) certifies one or more of the following: _____A. The response is from a certified minority-owned firm or company; _____B. The response is from a Florida-domiciled entity _____C . The commodities are manufactured, grown, or produced within this state; _____D. Foreign manufacturer with a factory in the State employing over 200 employeesworking in the State. _____E. Businesses with drug-free workplace programs. Whenever two (2) or moresolicitation Responses which are equal with respect to price, quality and service are received bythe State or by any political subdivision for the procurement of commodities or contractualservices, a solicitation Response received from a business that certifies that it has implemented a

drug-free workplace program shall be given preference in the award process. Established procedures for processing tie solicitation Responses will be followed if none of the tied vendorshave a drug-free workplace program. In order to have a drug-free workplace program, a business shall:1) Publish a statement notifying employees that the unlawful manufacture, distribution,dispensing, possession or use of a controlled substance is prohibited in the workplace andspecifying the actions that will be taken against employees for violations of such prohibition.2) Inform employees about the dangers of drug abuse in the workplace, the business’s policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation andemployee assistance programs and the penalties that may be imposed upon employees for drugabuse violations.

3) Give each employee engaged in providing the commodities or contractual services thatare under solicitation a copy of the statement specified in subsection (1).4) In the statement specified in subsection (1), notify the employees, as a condition of working on the commodities or contractual services that are under contract, the employee willabide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any State, for a violation occurring in the workplace no later than five (5)days after such conviction.5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistanceor rehabilitation program if such is available in the employee’s community by any employee whois so convicted.

6) Make a good faith effort to continue to maintain a drug-free workplace throughimplementation of this section.I certify that this firm complies fully with the above-selected requirements. (If item E above isselected, subsections “1” through “6” have been met.)

Contractor’s Name: ______________________ Authorized Signature: ______________________

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ATTACHMENT C

SCOPE OF WORK & TECHNICAL SPECIFICATIONS QUESTIONNAIRE

VENDOR QUESTIONNAIRE

This questionnaire can only be completed and submitted by a Vendor who is eligible to respond.

Each Vendor is required to answer all questions and any questions not answered will be scored atzero and the scores will be included in the overall evaluation.

Provide a statement of your company’s commitment to the services you are proposing to provide, and a statement of your company’s commitment to the minimum mandatoryrequirements in Section 2.2 of the ITN.

If you are a new vendor responding to this ITN, submit your conversion plan with thisquestionnaire.

SECTION A: EXPERIENCE AND CREDENTIALS

1. Provide a brief history of your company including the following:a) year of organization; b) history and philosophy;c) year IRC 457(b) services were initiated;d) development of 457(b)-business line;e) development of other major business lines;f) identify company’s ownership;g) nature of relationships with affiliated companies or joint ventures; andh) financial strength

2. Provide a brief summary of the following: Please state if your company is a current

Investment Provider in the Florida 457(b) Plan.

a) the largest three 457(b) plans that your company currently has a contact with; b) the size of the 457(b) above plans (number of participants and amount of assets);c) administration/record keeping and education of the above plans; andd) are brokerage services offered in the above plans?

3. Provide the name, asset size, number of participants, contact person, and phone number of four existing 457(b) clients whom we may contact for references. Ensure the four references are similar to the Program for which your company provides services,comparable to those proposed. If your company has previously been in the State of Florida 457(b) Plan, please use Florida as a reference. Please provide this information onattachment E.

4. Provide the name and number of 457(b) clients your company has gained or lost in the past three years. Include assets lost, number of plans lost, and reasons for loss or non-renewal.

5. If you are a current Investment Provider, please provide a plan cost analysis sheet.

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SECTION B: R EGULATORY COMPLIANCE AND FINANCIAL STABILITY

1. Provide a copy of your company’s most recent audited annual report.

2. Is there any pending litigation or regulatory action against your company? If so, givedetails and provide an opinion of counsel that the pending litigation or regulatory actionwill not impair company’s performance or financial stability.

3. Has there ever been any litigation or formal complaint against your company resultingfrom its current or past involvement with any public employee deferred compensation plan or public or private pension plan? If so, please describe fully. Failure to disclosethis information will constitute grounds for rejection of any proposal or termination of contract.

4. Describe any pending agreements to merge or sell your company to the extent that suchinformation is public.

5. Describe how you keep your participants and Plan sponsors informed of changing

legislative issues.

6. Describe the system and controls used to assure administration and investment servicesthat will be provided to the State’s plan in accordance with proper standards of care,regulatory requirements, and the executed agreement for services.

7. When will your company’s system be in compliance with the Department of Labor (DOL) fee transparency guidelines for ERISA?

SECTION C: INVESTMENT PRODUCTS – If you are bidding a brokerage service answer thequestion for your company’s investment platform as well as for the brokerage platform. Make a

statement that you fully understand and will adhere to Exhibit A.

1. Identify what types (and number) of investment products available through your company’s platform: Full Service Investment Provider

a) Mutual funds or Trust accounts b) Fixed income productsc) Other

Brokerage Servicesd) Stocks traded on national exchangese) Stocks traded over the counter

f) Exchange Traded Fundsg) Corporate Bondsh) Government Issued Bondsi) Options j) Other

2. If your company is currently in the State’s Plan, please keep your current investment products. Your company may offer additional funds. Please provide a list of the mutual

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funds your company plans to offer. Include in the list: Morning Star fund category;Morning Star 5 year rating; ticker symbol; inception date; 1,3,5,10 year historical rates, 5year percentile ranking and comparative index; net fees (identify reimbursement fees,frequent trading fees, 12b-1 fees, redemption fees).

3. Confirm that your company will provide to the State Plan on a quarterly basis the mutualfund data identified in question #2 above as well as the information in #6 for the fixed

income product.

4. Identify your company’s investment analyst and your company’s commitment to havethem available at least twice a year for the State’s plan investment review.

5. Describe your company’s process to add or replace a mutual fund during the contract period.

6. Describe your company’s fixed income product. Provide the most current information below for your fixed income products: a. Average Maturity and Average Life of the fixed account b. Effective Duration to Average Maturity and Average Life, as appropriate for use in the

Crediting Rate Formula.c. Market Value vs. Book Valued. Investment Policy Statement Compliance Letter (semi-annually)e. Underlying Investment Portfolio guidelines regarding allocation to Sectors, Ratings,

Derivatives, types of securities.f. Sector weightingsg. Average ratings of corporate bonds held and % of whole portfolio with ratings below BBB+h. Crediting Rate Formulai. Reporting of any changes in the operation of the fund j. List of people who can make changes involving the fundk. Spread of credit rate for participantsl. Historical rates

7. Is your fixed income product fully liquid?

8. Provide a statement of your company’s commitment to the services you are proposing to provide. Include the issues that you consider most relevant and important.

9. On your company’s investment platform are there any limitations on the number of changes to investment allocations or exchanges between investment options? Are thelimitations clearly identified to the participants prior to the exchange?

10. Describe and provide a timeline of a participant’s purchase and sale of the investment

products you are offering.

11. Does your company’s recordkeeping system have any restriction on the number of investment products it can offer?

12. Is there a minimum investment required in order to utilize the self-directed brokerageaccount? If so, disclose.

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13. What is the number of participants currently serviced through your brokerage window?

14. What is the size of assets currently serviced within your brokerage window?

15. What is the number of plans currently offering your brokerage window or do you contractwith a private vendor?

16. Does your firm offer a stand-alone brokerage window?

17. What is the name of the firm providing brokerage services?

18. Identify any third parties involved in the offering of the Self-Directed Brokerage Optionand explain their role(s).

19. Does the brokerage firm allow fractional share purchases (for equity securities)?

20. Describe the brokerage firm’s process to notify a participant of a “frequent trade” fee.

21. How do participants enroll with your company’s brokerage firm?

22. If on-going contributions can be allocated directly into the brokerage account, are theyinvested in a money market vehicle or can the participant make a standing order regarding the security to be purchased?

23. How are dividends and investment income handled within the brokerage window? Areadditional securities automatically purchased or are the dividends and investment incomereturned to the plan’s core funds?

24. To execute a trade out of one security and into another, can a participant make a single

contact to initiate the sale and identify the security for purchase or must second contact be initiated once the sold security has settled?

25. Where is the un-invested cash within the brokerage account held? Is interest posted tothe participant’s account?

26. How are distributions handled when a participant terminates on your platform as well asthrough the brokerage firm? Who completes the 1099?

27. Describe the process of a participant’s sale of a security, from the day of execution tosettlement date, to delivery, to participant. What is the method of delivery?

28. Describe how account balances will be transferred efficiently to and from the brokeragewindow.

29. Once enrolled, how do participants transact in the brokerage window?

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SECTION D: COMMUNICATION AND EDUCATION

1. Is your company currently prepared to enroll, market, and educate 457(b) prospective participants as well as current participants? Please describe in detail and give examplesof your company’s 457(b) enrollment package, communication and education program.

2. Describe how you will conduct educational and enrollment presentations to state

employees.

3. Do you offer an interactive retirement planning tool? Please describe.

4. Will you provide a retirement planning newsletter to your participants or prepare articlesfor distribution? Will these be provided in your participants quarterly statements? Giveexamples.

5. In any of your relationships with plan sponsors do you ever:a) Distribute any promotional materials to plan participants for products or services

not contracted for by the plan sponsor? If so, please describe fully.

b) Actively solicit participants before; during or after seminars or workshops youconduct? If so, please describe in detail.

6. Do you provide communication and education material in a foreign language? If so,what language(s) and what material?

7. Describe the languages that are supported by customer service.

8. Attach samples of the participant communication materials that you will distribute on aregular basis. These materials should include investment product description bookletsand prospectuses, information on retirement planning, newsletters and other topical

materials.

9. How do you ensure that participants receive consistent and accurate information fromeach of your call center education/advice employees, your workshop/seminar employees,and your one-on-one education/advice employees?

10. Has your financial education/advice practice ever been the subject of litigation or claims?If so, for each instance, describe the nature of the suit or claim, including its resolution or its current status.

11. Does your company propose to distribute information that provide participants and beneficiaries models of asset allocation portfolios of hypothetical individuals withdifferent time horizons and risk profiles?

a) Describe the generic asset classes that are utilized in the model, the historic returnand risk data used by the model and what defined time periods the data is drawnfrom.

b) Describe all material facts and assumptions on which such models are based andhow these facts and assumptions are disclosed to participants.

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c) Are your company’s asset allocation models accompanied by a statementindicating that in applying particular asset allocation models to their individualsituations, participants and beneficiaries should consider their other asset, incomeand investments, in addition to their program assets?

d) Does your company’s asset allocation model output identify any specificinvestment option that would be available under the program (e.g., your company’s products)?

12. Does your firm propose to provide participants interactive materials, including software,which allows a participant or beneficiary the means to estimate future retirement incomeneeds and assess the impact of different asset allocations on retirement income?

a) Describe the generic asset classes that are utilized in the interactive materials, thehistoric return and risk data used by the interactive materials and what definedtime periods these data are drawn from.

b) Does your company’s proposed interactive material generate an asset allocationthat identifies any specific investment option available under the program (e.g.,your company’s products)?

13. How readily can a participant receive product-specific investment advice from youconcerning his or her entire portfolio (e.g., his 457(b) or 403(b) assets plus their FRS, andIRA assets)?

14. Do your investment advice strategies undergo regular review by finance academia,investment practitioners, investment consultants, peer groups or investor focus groups?Explain the review process and identify reviewing parties.

15. Describe the minimum credentials and training your education service personnel musthave. Provide the number of hours, the training methodology (classroom, on-line,outside classes, other), the qualifications of instructors, and the performance requirements

for satisfaction of training program. What special training or experience do you require personnel who render advice?

16. How long, on average, have the current on-site education/advice representatives of your company been working with 457(b) retirement plans? How long, on average, have thecurrent phone service education/advice personnel been working with 457(b) retirement plans?

17. What evidence do you have, other than opinion surveys, that your education for participants on investment fundamentals has been successful?

18. What are the qualifications of the individuals responsible for customer service?

19. Does your company provide investment and financial education to the PlanAdministrator? Please describe (i.e. participant investment psychology).

20. Describe what you believe distinguishes your company’s educational/advice servicesfrom those of your investment provider competitors.

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21. Describe your company’s approach to continual improvement with respect to itseducation/advice practice.

22. Describe all of your company’s participant education services including, but not limitedto the following:

a) methods of instruction (in person, through an 800 number, or other technology); b) description of each education/advice product or services offered;

c) descriptions of any electronic education tools you provide, both software-basedand web-based (provide the address and necessary access codes or passwords sothe Bureau can test your Internet facilities);

d) the minimum level of service you guarantee to each participant with respect toeach element of your education/advice services; and

e) innovations that you envision in your service and product offerings within thenext two years.

23. Are there limits to the frequency with which an employee may receive face-to-facecounseling? Describe. If your company doesn’t offer this service, please disclose.

24. Do you provide written financial plans to participants upon request? How much time, onaverage, is spent on employee consultation prior to issuing a written plan? Describe the process. Provide a sample financial plan and indicate the reading level of the personal plan.

25. If you currently offer call center services for providing participant education/advice:a) Are your phone services provided through a toll free number? b) What operating hours are typical?c) Does your toll free number for voice response utilize a voice response system or a

human operator as the first contact?d) How long does your average caller have to wait before a financial consultant

answers?e) How long do you expect the average telephone conversation on education to last?On investment advice?

f) Is the caller able to obtain the identity of the financial consultant (i.e., will they beable to seek out specific individuals on future calls)?

g) Are there Specialists who field particular types of questions?

SECTION E: SERVICES

1. Provide a copy of your company’s organizational chart. Include home office, State of Florida office, and investment division. Briefly describe the organizational structure of your company’s 457(b) departments, include the staff working with Record Keeper.For each employee that will be responsible for Florida’s 457(b) Plan, include yearsemployed with your company, years of experience servicing 457(b) Plans, and a brief description of their duties. Provide any plans for a physical Florida office and thenumber of personnel.

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2. Name the client manager or state director that will have overall responsibility tocoordinate the administration, operations and marketing of the Florida 457(b) Plan.Provide a description of his/her experience of 457(b) plans and the size of those 457(b) plans. How many other clients will he/she be responsible for? What is the location of their office? Will you have a Tallahassee office that will coordinate the State’sProgram activities?

3. Fully discuss staff training and staff backup policies. Provide staff names and their backup, primary functions, and toll free number(s) include extensions that will beresponsible for the Program.

4. Describe the organization of personnel and the manner in which they would be utilizedto service the Program. Include the following services in your response:

a) enrollment; b) communication of plan rules;c) pre-retirement, financial and tax planning services provided to eligible employees,

participants and retiring participants;

d) problem resolution processes for participants and the Program Administrator;e) marketing and education;f) investment advice.

5. Will you service participants in-house or do you plan to contract with an outsidevendor? Please describe how you will provide service for the following and giveexamples:

a) contributions; b) participant account information (financial and non-financial);c) quarterly statements (will be produced by the vendor);d) payout of participant account (lump sum and periodic);

e) company to company transfers;f) domestic relation orders (include how you will track these accounts);g) delayed distributions;h) updated addresses of participants (active and inactive);i) distribution of W-2 and 1099 forms; j) participant confirmations for in-house exchanges;k) plan-to-plan transfers (IRA’s, 401(k), other pension plans), include confirmations;l) loans;m) communication of trading fees to participants; andn) communications to the State plan’s centralized Record keeper both electronically,

problem resolution, and correction of the daily rejection report. (Please speak specifically about all participant changes both demographics and financial)

6. Please make a statement that your company has read and will follow the procedures inExhibit F.

7. At the participant’s request, describe your company’s distribution process for participant’s forms (email and postal distributions). Include in your description howoften your company updates any packages which include participant’s forms.

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8. If you plan to contract with an outside service, describe the proposed relationship with

that service.

9. Does your company provide a voice response system (VRS) and a website specificallyfor its State of Florida 457(b) participants? Please describe and include the following;

a) types of changes participants are allowed to make to their accounts;

b) can your VRS and website be modified to reflect the Program provisions andrestrictions?c) can employees enroll over the phone and on the website? Please describe the

process for both.

10. Can you process a participant’s request for asset allocation changes via the VRS andwebsite?

11. Can you process a participant’s request for an exchange of existing balances from oneoption to another investment option(s) via VRS and website? How long does your company retain account history from the VRS and website? Are confirmations sent to

the participants?

12. Do your customer service representatives record notes from participants after the call isdisconnected? If so, how long are those phone call messages retained?

13. Does your company allow the Plan Administrator to listen to recorded calls if requested? Describe the process. What is the time frame? How long are the recordedconversations retained?

14. Are representatives available through the toll free number to answer questions? If yes, please describe the following:

a) hours of availability;

b) length of training received by representatives on the State of Florida 457(b) Plan;c) average wait time before call is answered; andd) describe the training process for your phone representatives for the Program.

15. Describe the types of payout options available for your 457(b) plan participants.

16. Describe how you process beneficiary accounts.

17. Describe your loan processing system. Can your company process payments throughACH? Provide a statement that your company will comply with Exhibit E.

18. Describe your company’s process and any restrictions regarding loans to 457(b) plan participants.

19. If your organization is selected, from what locations will the primary client-levelsupport services be delivered? Explain.

20. How does your company measure and evaluate client-level satisfaction? How doesyour company intend to report the results of such measurement to the Bureau?

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21. What distinguishes your client-level service program for 457(b) plans from that of other companies?

22. What documentation and audit procedures does your company have in place to ensurethe integrity and protection of the State’s plan records and transactions?

23. Provide a copy of your policy and procedures manual that your company will use to

service the 457(b) Program.

24. Include your company’s policy on confidentiality of participant’s accounts.

25. To safeguard against computer crime, i.e., deletion of participant records, sabotagingrecords, introducing computer virus, etc., the Investment Provider, at a minimum, mustfollow the steps below. Please describe your ability to perform each step:

a) utilize anti-virus computer software (please give product name); b) assign a unique password to each employee working on the Florida Plan;c) perform daily backup of participant records;d) restrict access to the Program’s participant files to a designated group of people;

e) require more than one employee to understand and have control of one particular task. For example, cross-train on reconciliation of bi-weekly and monthlyinvestments, reconciliation of monthly retiree payroll, etc. vs. specialization of employees;

f) set up a system of checks and balances to ensure that participant records are inorder;

g) set up internal disciplinary actions for employees who use any computer withoutauthorization;

h) An off-site computer data backup.i) Describe how your company’s participants records are safe from outside and viral

intrusion.

26. Describe your company’s backup capabilities for disaster recovery. Are the State’sfiles to be mirrored or replicated on a second system? When was the last full-scaledisaster recovery test? What were the results?

27. Provide copies of your latest internal control opinion issued by an independent auditor and performed in accordance with Auditing Standards.

28. What audits are conducted to ascertain Plan Sponsor satisfaction with softwarechanges? How do you resolve complaints, evaluate software quality, and improvesoftware performance?

29. Do you have an internal audit staff that regularly evaluates all controls, systems, recordkeeping, and risks associated with your investment and technology services? If yes, please describe your internal audit procedures.

30. Describe the various types of insurance coverage. List amounts of coverage and anylimits. Please state that your company will pay for any deductions.

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31. What procedures are used to assure that changes to computer programs produce thedesired results? Describe fully your quality control system.

32. Describe your process for conversion of an existing plan to your proposed plan. Pleaseinclude reduction of fees, transfer restrictions, representatives and account records.

33. Provide a detailed description of your last comparable implementation including details

of specific problems and solutions.

34. Describe the working relationship between the implementation team and the 457(b)-Plan Administrator.

35. Is your company willing to commit time and other resources necessary to train theBureau of Deferred Compensation’s staff? Will your company send representatives tothe Bureau to receive training on programs and procedures?

36. Describe your investment in technology, communication and other services you are proposing to provide this year, and in the next five years. Specify the areas targeted, the

reasons for targeting those areas, and the percentage of total company revenuesallocated.

37. Is your company willing to commit all necessary resources (money, time, etc.) todevelop and implement a dedicated enhanced web-based system for the State of FloridaProgram?

38. Describe your company’s record-keeping abilities and methodology. Confirm that youcan process and provide all of the files required for transmission to the Record Keeper in the manner and within the times stated in Exhibit C.

39. Describe your system capabilities and operating procedures to ensure that the Programand each participant’s account are in balance with respect to deferrals, exchange andtransfers in and out.

40. How do you account for corrections in a prior accounting period? Can you posttransactions as of a prior effective date? How are errors handled for:

a) receipt of deferrals; b) benefits payments (both over and under);c) earnings of interest or dividends;d) company-to-company transfers;e) tax withholdings;f) plan-to-plan transfers;g) special supplemental payments;h) withdrawals;i) court appointed participant (CAP) accounts; and j) purchases and sales of investment product.

41. If amounts are erroneously invested due to company’s error, confirm that the participant will be made whole at your company’s expense.

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42. What information do you maintain in a participant’s account record? Confirm that the

information is sufficient to meet requirements set by the Bureau and federal regulationsto maintain an eligible 457(b) plan. What is your edit process?

43. Confirm that you perform and are liable for any tax withholding, reporting, and timelydistribution of any required 1099-R or W-2 forms.

44. Confirm that you can provide quarterly participant statements. Please submit acompleted sample statement. Does your statement list detailed transactions? Confirmyour quarterly statements will be mailed within 10 business days of the end of eachquarter. When will 457(b) participant’s statements be in compliance with the new DOLfee transparency rules?

45. What is your company’s procedure for reporting changes to participants’ and beneficiaries’ addresses to the State’s centralized Record Keeper?

46. Confirm that you can provide direct deposit of periodic benefit payments to

participant’s checking and savings accounts.

47. Will your company offer pre-authorize withdrawals?

48. Describe how your company will provide nightly feeds (i.e. participant account values)to the Record Keeper. What is the earliest time of night/morning you could provide thefeed?

49. Can your system distinguish between pre-tax and after-tax contributions, as they wouldrelate to “Roth IRAs”? When will your company’s interface with Record Keeper becompleted for Roth IRAs? When will your company’s system be ready to accept Roth

457(b) money?

50. What methods of customer service quality controls do you utilize? Do you monitor or record telephone conversations?

51. Within your participant support phone service, do you utilize personnel with differingcredentials/experience/training depending on the question asked? Describe.

52. What are the five most significant risks a self-directed retirement plan participant faces,in order of importance? How does your company respond to the risks?

53. Can participants initiate transactions through phone representatives, voice response andInternet?

54. To make a trade through a service representative, which of the following are optionsavailable to the participant?

a) Call the voice response system and experience a “soft” transfer to your servicerepresentatives;

b) Call the voice response system and request the transaction; and

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c) Call your representatives directly55. How would a participant make a trade through your company’s internet?

56. How do you relay information to the record-keeper regarding the value of the participant’s brokerage account and when?

57. If you are able to relay the value of the participant’s brokerage account daily, by whattime (EST) will the value be available?

58. How is detailed information regarding brokerage account holdings made available your company and how soon after the quarter-end is it available?

59. How is information regarding brokerage account holdings made available to the plansponsor?

60. Will you accept an allocation of on-going contributions directly into the brokeragewindow or will only transfers from the other investment options be permitted?

61. During what hours of the day are client service representatives available to respond to participant trading and service calls? Are these calls monitored and recorded for audit purposes? Give the time periods for storing these recordings.

62. Indicate the incidence (as a percentage of total trades) of trading errors within thedirected brokerage system. If specific figures are unavailable, provide the best estimate,and indicate that the figures are an estimate.

63. Discuss the application, disclosure, and waiver forms as it pertains to the brokeragewindow.

64. For participant reporting, will the total brokerage balance be transmitted to your company in order to be incorporated on the quarterly plan statement?

65. Describe the Web services available for the Self-Directed Brokerage Window.

66. Is information available to participants through any means other than the Internet?

67. Discuss participant communications as it pertains to the brokerage window.

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ATTACHMENT D

PROVIDER CONTRACT

between the Department of Financial Services and [Insert contractor’s name]

THIS CONTRACT (“Contract”) is entered into by and between the State of Florida,Department of Financial Services, , Tallahassee, Florida 32399-0346("Department") or its successor, and _____________________________ ("Contractor"), effective as of the last date signed below.

WHEREAS, the Department has determined that it is in need of certain services asdescribed herein; and

WHEREAS, the Contractor, as an independent contractor of the Department, has theexpertise and ability to faithfully perform such services.

NOW THEREFORE, in consideration of the services to be performed and payments to bemade, together with the mutual covenants and conditions hereinafter set forth, the parties agreeas follows:

1. Services and Deliverables.

The Contractor agrees to render the services or other units of deliverables as set forth in theContractor's accepted proposal responding to the Department’s Invitation To Negotiate (ITN) for services, ITN # ___ and its Attachments. The Contractor's performance shall be subject to all theterms, conditions, and understandings set forth in said ITN and the attachments to the ITN andPUR 1000 and 1001 incorporated by reference into the ITN, copies of which are attached hereto.

2. Delivery Schedule.

The services or other units of deliverables specified in Paragraph 1 above shall be delivered or otherwise rendered on behalf of the Department in accordance with the schedule in theContractor's accepted proposal and consistent with the ITN. The Contractor's performance shall be subject to all the terms, conditions, and understandings set forth in said ITN and theattachments to the ITN.

3. Term of Contract.

The term of the Contract is five years. By mutual agreement of the parties, and pursuant tosection 287.057(13), Florida Statutes, the Department may renew the Contract for one or more periods up to a total of five years. The renewal shall be contingent upon availability of funds andsatisfactory performance by the Contractor. The renewal price is set forth in Attachment. Noother costs for the renewal may be charged. Any renewal is subject to the same terms andconditions as the original contract.

The Department shall have the right to unilaterally terminate or suspend the Contract by providing the Contractor 120 calendar days written notice.(see PUR 1000 ¶ 27)

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4. Payment.

The operations of the Bureau are funded solely by the Investment Providers. Legislationauthorizing establishment of the Florida Deferred Compensation Program does not authorize anyexpenses of the Florida Deferred Compensation Plan to be paid from State funds. All such costsare borne directly by the Investment Provider companies. The Bureau pays indirect costs to theDepartment. The funds to operate the program are generated from a monthly fee of $1.70, per participant account (with a balance greater than $0), from each Investment Provider. The $1.70 is

not withdrawn from a participant’s account. All start-up or implementation costs will be paid byeach selected Investment Provider.

5. Acceptance.

The services provided under this plan are to be continuously provided throughout the duration of this Contract. These services as specified in the scope of work are the Deliverables. All of Contractor’s Deliverables related to these services shall be subject to the supervision of Department’s Contract Manager for review and approval. The Department reserves the right toreject deliverables as outlined in the Scope of Work as incomplete, inadequate or unacceptabledue in whole or in part to Contractor’s lack of satisfactory performance under the terms of thisContract. The Department, at its option, may allow additional time within which Contractor may

remedy the objections noted by the Department and the Department may, after having givenContractor a reasonable opportunity to complete, make adequate or acceptable said deliverables,including but not limited to reports, declare this Contract to be in default. All status reports must be submitted timely showing tasks or activities worked on, attesting to the level of services provided, hours spent on each task/activity, and upcoming major tasks or activities. Failure touse the appropriate technical requirements as identified in the Scope of Work will result inautomatic task rejection.

6. Information and Data Security and Confidentiality.

a. Contractor, its employees, subcontractors and agents shall comply with all security

procedures of the Department in performance of this Contract. The Contractor shall provide immediate notice to the Department in the event it becomes aware of any security breach and any unauthorized transmission of State data or of any allegation or suspectedviolation of security procedures of the Department. Except as required by law or legal process and after notice to the Department, Contractor shall not divulge to third partiesany confidential information obtained by Contractor or its employees, subcontractors or agents in the course of performing the services. Contractor shall not be required to keepconfidential information that is publicly available through no fault of Contractor, materialthat Contractor developed independently without relying on the State’s confidentialinformation, or information that is otherwise obtainable under state law as a publicrecord.

b. Loss of Data. In the event of loss of any Participant data or record where such loss is dueto the negligence of Contractor or any of its subcontractors or agents, Contractor shall beresponsible for recreating such lost data in the manner and on the schedule set by theDepartment at Contractor’s sole expense, in addition to any other damages theDepartment may be entitled to by law or the Contract.

c. Data Protection

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1) No Participant data or information will be transferred or stored offshore or out of theUnited States of America.

2) Contractor shall encrypt all data transmissions. Remote data access must be providedvia a trusted method such as VPN or a comparable protocol approved by theDepartment and the Record Keeper.

3) Contractor agrees to protect, indemnify, defend and hold harmless the Departmentfrom and against any and all costs, claims, demands, damages, losses and liabilities

arising from or in any way related to Contractor’s breach of data security or thenegligent acts or omissions of Contractor related to this subsection. 4) All employees, subcontractors, or agents performing work under the Contract must

comply with all security and administrative requirements of the Department. TheContractor shall not divulge to third parties any confidential information obtained bythe Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to,security procedures, business operations information, or commercial information inthe possession of the State or the Department.

d. Participant data transmission will be transferred to the State’s Record Keeper in the

manner identified in Attachment C.

e. All participant data will be secured and protected from any person and organization thatis not previously approved by the State.

7. Insurance.

a. During the Contract term, the Contractor at its sole expense shall provide

commercial insurance of such a type and with such terms and limits as may be

reasonably associated with the Contract. At a minimum, this includes the following

types of insurance for anyone directly or indirectly employed by Contractor and the

amount of such Insurance shall be the minimum limits as follows, unless otherwiseapproved by the Contract Managers.

b. The Investment Provider shall furnish the State a performance bond in the amount of $500,000.00 written by an insurance company licensed to do business within the Stateguaranteeing the performance by Investment of the terms of this ITN.

c. The Investment Provider shall at all times maintain a fidelity bond in the amount of 10%of the Plan assets invested with Investment Provider under the Plan at the beginning of each calendar year. The Investment Provider is responsible for paying any deductibleassociated with the bond.

d. Workers’ compensation and employer’s liability insurance covering all employees

engaged in any Contract work, in accordance with Chapter 440 of the Florida

Statutes.Such coverage may be reduced with the consent of the Contract Manager sincecertain subcontractors have potentially less exposure in liability than other subcontractors. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular

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coverage listed above in the state of Florida, or is an in insured member of a self-insurance group that is licensed to self-insure in the State of Florida.

8. Termination.

a. The Department may, in its sole discretion, terminate the Contract at any time by giving120 calendar days written notice to the Contractor.

b. All services performed by the Contractor prior to the termination date of this Contractshall be professionally serviced to conclusion in accordance with the requirements of theContract. Should the Contractor fail to perform all services under the Contract, theContractor shall be liable to the Department for any fees or expenses that the Departmentmay incur in securing a substitute provider to assume completion of those services.

c. As provided in section 287.058, Florida Statutes, the Department may terminate theContract immediately in the event that the Department requests in writing that theContractor allow public access to all documents, papers, letters, or other material subjectto the provisions of Chapter 119, Florida Statutes, which are made or received by the

Contractor in conjunction with the Contract, and the Contractor refuses to allow suchaccess. However, nothing herein is intended to expand the scope or applicability of Chapter 119, Florida Statutes, to the Contractor. The Contractor shall not be required todisclose to the public any proprietary copyrighted trade secrets or other materials protected by law as pursuant to section 119.07, Florida Statutes.

d. As provided in section 287.135, Florida Statutes, the Department may terminate theContract in the event the Contractor’s company is found to have submitted a falsecertification as provided under s. 287.135 (5), F.S., or been placed on the ScrutinizedCompanies with Activities in Sudan List or the Scrutinized Companies with Activities inthe Iran Petroleum Energy Sector List.

e. If at any time the Contract is canceled, terminated, or expires, and a contract issubsequently executed with a firm other than the Contractor, the Contractor has theaffirmative obligation to assist in the smooth transition of Contract services to thesubsequent contractor. The Contractor agrees to provide, for up to six (6) months after termination or until the subsequent provider is fully operational, whichever occurs first,all reasonable termination assistance requested by the Department to facilitate the orderlytransfer of such services to the Department or its designees. Six months prior totermination, the Contractor will provide the Department an explanation of the functionalequivalent of the technical requirements of any services or proprietary products used tocarry out the contract and all documentation supporting a description of the technical andservice requirements. Such termination assistance shall be at no additional charge to theDepartment if the termination is due to Contractor default and otherwise shall not exceedsoftware maintenance rates or other direct expenses pre-approved by the Department’sContract Manager. In the event the Department terminates the Contract for its ownconvenience, all completed or partially completed Deliverables prepared by theContractor pursuant to this Contract shall, at the option of the Department, become theDepartment’s property, subject to the terms of Contract Section 12, State Property.Regardless of the basis for the termination, the Department is not obligated to pay, or

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otherwise compensate, the Contractor for any lost expected future profits, costs or expenses incurred with respect to Services not actually performed for the Department.

f. If the Contractor defaults in the performance of any covenant or obligation contained inthe Contract, including without limitation the minimum requirements contained in theScope of Work, or in the event of any material breach of any provision of the Contract bythe Contractor, the Department may, in its sole discretion, provide notice and an

opportunity to cure the default rather than exercise the remedy of termination. If thedefault or breach is not cured within thirty (30) calendar days after written notice is givento the Contractor specifying the nature of the alleged default or breach, then theDepartment, upon giving written notice to the Contractor, shall have the right toterminate the Contract effective as of the date of receipt of the default notice.

9. Events of Default.

Provided such failure is not the fault of the Department or outside the reasonable control of the Contractor, the following events, acts, or omissions, shall include but are not limited to,events of default:

a. Failure to pay any and all entities, individuals, and the like furnishing labor or materials,or failure to make payment to any other entities as required herein in connection with theContract;

b. Failure to complete and maintain, within the timeframes specified between theDepartment and the Contractor, the applicable system installation, ongoing performance,maintenance, and provision of Services;

c. The commitment of any material breach of this Contract by the Contractor, failure totimely deliver a material deliverable, discontinuance of the performance of the work,failure to resume work that has been discontinued within a reasonable time after notice to

do so, or abandonment of the Contract;

d. Employment of an unauthorized alien in the performance of the work;

e. One or more of the following circumstances, uncorrected for more than ten(10) calendar days unless within the specified ten (10) day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonablyacceptable to the Department, of its continuing ability and willingness to fulfill itsobligations under the Contract:

1) Entry of an order for relief under Title 11 of the United States Code; 2) The making by the Contractor of a general assignment for the benefit of creditors;

3) The appointment of a general receiver or trustee in bankruptcy of the Contractor’s business or property;

4) An action by the Contractor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation;

5) Entry of an order revoking the certificate of authority granted to the Contractor bythe State or other licensing authority;

69



f. The Contractor makes or has made an intentional material misrepresentation or omissionin any materials provided to the Department or fails to maintain the required insurance.

10. Liability and Indemnification

a. In addition to the provisions in PUR 1000 regarding liability, the following provisionsapply: No provision in this Contract shall require the Department to hold harmless or

indemnify the Contractor, insure or assume liability for the Contractor’s negligence,waive the Department’s sovereign immunity under the laws of Florida, or otherwiseimpose liability on the Department for which it would not otherwise be responsible.Except as otherwise provided by law, the parties agree to be responsible for their ownattorney fees incurred in connection with disputes arising under the terms of this contract.

b. The Contractor hereby agrees to protect, indemnify, defend and hold harmless theDepartment from and against any and all costs, claims, demands, damages, losses andliabilities arising from or in any way related to the Contractor’s breach of this Contract or the negligent acts or omissions of the Contractor.

11. Damages for Delay.

a. Contractor acknowledges that its failure to meet an agreed upon deadline for delivery of services will damage the Department but that by their nature such damages areimpossible to ascertain presently and will be difficult to ascertain in the future.Accordingly, the parties agree upon a reasonable amount of liquidated damages whichare not intended to be a penalty and are solely intended to compensate for unknown andunascertainable damages. Accordingly liquidated damages shall be assessed on theContractor for $500.00 per calendar day for each day the Contractor fails to completeagreed upon work after expiration of the time allowed by the Contract, subject to theforce majeure provisions of the Contract. Allowing completion after the time allowed

shall not act as a waiver of liquidated damages.

b. Nothing in this section shall be construed to make the Contractor liable for delays that are beyond its reasonable control. Nothing in this section shall limit the Department’s rightto pursue its remedies for other types of damages.

12. State property. Title to all property furnished by the Department under this Contract shallremain in the Department, and Contractor shall surrender to the Department all property of theDepartment prior to settlement upon completion, termination, or cancellation.

13. Contract Modification. This Contract may be amended only by a written agreement between both parties subject to the provisions of Chapter 287, Florida Statutes.

14. Nonexclusive Contract.

This procurement will not result in an exclusive license to provide the services described in theITN or the resulting contract. The Department may, without limitation and without recourse bythe Contractor, contract with other Vendors to provide the same or similar services.

70



15.Statutory Notices.

The Department shall consider the employment by any contractor of unauthorized aliens aviolation of Section 274A(e) of the Immigration and Nationality Act. Such violation shall because for unilateral cancellation of this Contract. An entity or affiliate who has been placed onthe public entity crimes list or the discriminatory vendor list may not submit a Proposal on acontract to provide any goods or services to a public entity, may not be awarded or perform work

as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, andmay not transact business with any public entity pursuant to limitations under Chapter 287,Florida Statutes.

16.Compliance with Federal, State and Local Laws.

Contractor and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, worker’s compensation, licensesand registration requirements.

By signing this Contract, the Contractor certifies that the company is not on the ScrutinizedCompanies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran

Petroleum Energy Sector List (See http://www.state.gov/s/ct ) and is otherwise subject to s.287.135, F.S.

17.Background and employment eligibility verification.

The Provider is responsible for payment of costs if any, and retaining records relating to,employment eligibility verification, which records are exempt from Chapter 119, F.S., whichverification requires the following:

a. Verify Employment Verification1) Under the Governor’s Executive Order 11-116, the Contractor must participate in

the federal E-Verify Program for Employment Verification under the terms

provided in the “Memorandum of Understanding” with the federal Department of Homeland Security governing the program if any new employees are hired towork on this Contract during the term of the Contract. The Contractor agrees to provide to the Department, within thirty days of hiring new employees to work onthis Contract, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile” screen, which contains proof of enrollment in theE-Verify Program.

2) The Contractor further agrees that it will require each subcontractor that performswork under this contract to enroll and participate in the E-Verify Program if thesubcontractor hires new employees during the term of this Contract. TheContractor shall include this provision in any subcontract and obtain from thesubcontractor(s) a copy of the “Edit Company Profile” screen indicatingenrollment in the E-Verify Program and make such record(s) available to theDepartment upon request.

3) Compliance with the terms of this Employment Eligibility Verification provisionwill be an express condition of the Contract and the Department may treat afailure to comply as a material breach of the Contract.

71



12. Miscellaneous.

a. This Contract, and any referenced or attached addendum embodies the entire agreementof the parties. There are no other provisions, terms, conditions, or obligations. ThisContract supersedes all previous oral or written communications, representations or agreements on this subject. In any conflict between this Contract and any referenced or attached addendum, the terms and conditions of this Contract shall take precedence and

govern. Acceptance of service or processing of documentation on forms furnished bythe Contractor for approval or payment shall not constitute acceptance of any proposedmodification to terms and conditions.

b. Any dispute concerning performance of the Contract shall be decided by theDepartment's designated Contract Manager, who shall reduce the decision to writingand send a copy to the Contractor at a previously provided address. In the event a partyis dissatisfied with the dispute resolution decision, jurisdiction for any dispute arisingunder the terms of the Contract will be in the courts of the State of Florida, and venuewill be in the Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred

in connection with disputes arising under the terms of this Contract.

c. The laws of the State of Florida and the Department’s rules govern this Contract.

d. The Contractor agrees that no funds received by it under this Contract will be expendedfor the purpose of lobbying the Legislature or a state agency pursuant to section216.347, Florida Statutes, except that pursuant to the requirements of section287.058(6), Florida Statutes, during the term of any executed contract between theContractor and the state, the Contractor may lobby the executive or legislative branchconcerning the scope of services, performance, term, or compensation regarding thatcontract.

e. The Contractor is an independent contractor, and is not an employee or agent of theDepartment.

f. All services contracted for are to be performed solely by the Contractor and may not besubcontracted or assigned without the prior written consent of the Department. TheDepartment may refuse access to or require replacement of any Contractor employee,subcontractor or agent for cause, including but not limited to technical or trainingqualifications, quality of work, change in security status, or non-compliance with aDepartment policy or other requirement. Such action shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract.

g. The respective obligations of the parties, which by their nature would continue beyondthe termination or expiration of this Contract, including without limitation, theobligations regarding confidentiality, proprietary interests, and limitations of liability,shall survive termination, cancellation or expiration of this Contract.

72



h. The Department shall not be deemed to assume any liability for the acts, omissions toact or negligence of the Contractor, its agents, servants, and employees, nor shall theContractor disclaim its own negligence to the Department or any third party.

i. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions are severable to that void provision, and shallremain in full force and effect.

13. Execution in Counterparts and Authority to Sign.

This Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract.

14. Contract Administration.

a. The Department’s Contract Manager is ,Tallahassee, FL 32399-0346.

b. The Contractor’s Contract Manager is _____________ located at _____. c. All written and verbal approvals referenced in this Contract must be obtained from the

parties' Contract Managers designated in this Section or designees. Notices required to be in writing must be delivered or sent to the intended recipient by hand delivery,certified mail or receipted courier and shall be deemed received on the date received or the date of the certification of receipt.

IN WITNESS WHEREOF, the Department of Financial Services and _____, by their duly authorized representatives, have signed this Contract.

______________________________ _______________________________ Contractor Representative: Department of Financial ServicesTitle: The CFO or his designee

Date: __________________________ Date: __________________________

73



CERTIFICATION OF AUDIT LETTER

Re:Audit of Financial Statements; Fiscal Year Ending: ____

Dear ____:

This Firm has received a request to provide you with information with respect to certainlegal matters in connection with the audit __________ is performing of the financial statementsof ___________ as of __________, and for the year then ended. This report will furnish therequested information regarding pending or threatened litigation, claims, and assessments(excluding unasserted claims and assessments) involving matters with respect to which this firmhas been engaged and to which the firm devoted substantive attention on behalf of _____________ in the form of legal consultation or representation with the time perioddescribed above.

For purposes of the information provided, our response will only include pending or threatened litigation, claims, assessments or regulatory actions involving Contractor or any of

Contractor’s partners, subsidiaries, employees, subcontractors, or agents, pertaining to workers’compensation contract disputes, and workers’ compensation services, including but not limitedto clinical case management, clinician services, pharmaceuticals, durable medical equipment,and any other treatment authorized, provided, or denied pursuant to a workers’ compensationclaim.

Pending or Threatened Litigation, Claims and Assessments (excluding unasserted claims andassessments)

As of _______ and through the effective date of this response, this firm was not engaged by ___________ with respect to pending or threatened litigation, claims or assessments, which

meet the definition of materiality as described in the above paragraph, and this firm knows of none pending, nor has it been advised of any such pending or threatened litigation. However, thefirm has been engaged by ________ in ________. Additionally, the firm has _________.

Unasserted Claims and Assessments (considered by management to be probable of assertion and which, if asserted, would have at least a reasonable possibility of an unfavorableoutcome, or a favorable outcome if asserted by the Company):

As of ________ and through the effective the date of this response, this firm was notengaged by ________ any matter involving unasserted claims and assessments.

Other Matters

There were no material claims and assessments, or litigation relating to ________ thatthis Firm settled during the period included in this response.

This response is limited by, and in accordance with, the ABA Statement of PolicyRegarding Lawyers’ Responses to Auditor’s Requests for Information (December, 1975);without limiting the generality of the foregoing, the limitations set forth in such Statement on the

74



scope and use of this response (Paragraphs 2 and 7) are specifically incorporated herein byreference, and any description herein of any “loss contingencies” is qualified in its entirety byParagraph 5 of the Statement and the accompanying Commentary (which is an integral part of the Statement). Consistent with the last sentence of Paragraph 6 of the ABA Statement of Policy, this will confirm as correct ________’s understanding that when, in the course of performing legal services for ________ with respect to a matter recognized to involve anunasserted possible claim or assessment that may call for a financial statement disclosure, we

have formed a professional conclusion that the entity must disclose or consider disclosureconcerning such possible claim or assessment, we, as a matter of professional responsibility to ________, will so advise, and will consult with _______ concerning the question of suchdisclosure and the applicable requirements of the Statement of Financial Accounting Standard No. 5.

The amount of indebtedness incurred by ________ through ________ for services rendered, billed or unbilled, is $ _________.

If you need additional information, please feel free to contact the undersigned.

75



76

ATTACHMENT E

CLIENT REFERENCES

The Respondent must list three (3) separate and verifiable clients of the Respondent's firm. The clients slisted on this form. Any information not submitted on this form shall not be considered. The clients listed be for services similar in nature to that described in this solicitation. Information on each client must be

provided on this page:1. _____________________________________________________________________ Name ________________________________________________________________________ Address ________________________________________________________________________ City State Zip Code ________________________________________________________________________ Phone Number Extension ________________________________________________________________________ Contact Person Title

2. ______________________________________________________________________ Name ________________________________________________________________________ Address ________________________________________________________________________ City State Zip Code ________________________________________________________________________ Phone Number Extension _______________________________________________________________________ Contact Person Title3.______________________________________________________________________ Name _______________________________________________________________________ Address _______________________________________________________________________ City State Zip Code _______________________________________________________________________ Phone Number Extension _______________________________________________________________________ Contact Person Title

I authorize the Department to contact these references. ____________________________ Respondent Signature



State of Florida

Deferred Compensation Plan

Investment Policy and Product Selection and Retention Policy



TABLE OF CONTENTS

I. PURPOSE ........................................................................................................... 3

II. POLICY ............................................................................................................... 3

III. DEFINITIONS ...................................................................................................... 3

IV. APPROVAL AND TERMINATION OF INVESTMENT PRODUCTS ................... 4

A. New Investment Product Approvals ............................................................................ 4

B. Termination of Existing Investment Products ............................................................ 5

C. Criteria for Approval or Termination of Investment Products ................................ 5

V. REPORTING AND REVIEW .............................................................................. 6

VI. FIXED ACCOUNT REVIEW .............................................................................. 6

VII. SELF-DIRECTED BROKERAGE WINDOW (SDBW) ....................................... 6

A. Selection of Stock Brokerage Firm .............................................................................. 7

B. Monitoring of Brokerage Accounts ............................................................................. 7

VIII. INVESTMENT ADVISORY SERVICES .................................................................. 7

IX. TABLE A ............................................................................................................. 8

X. TABLE B ............................................................................................................. 9

DFS-J3-1541 (Rev 05/11) 2



Investment Product Guidelines and Retention Policy

I. Purpose

The purposes of this document are to (1) establish the standards for the Government Employees’

Deferred Compensation Plan, (2) adopt criteria for the selection and retention of the Plan’s

investment options, and (3) provide a method for the quarterly evaluation and monitoring of theinvestment options.

II. Policy

It is the policy of the Department of Financial Services to make available a broad range of

investment options that have varying degrees of risk and return. The Department of FinancialServices has responsibility for insuring that a reasonable variety of investment options is available,

that information regarding these options is available to participants, and that program administrative

costs are kept to a minimum. The State of Florida’s 457(b) Government Deferred Compensation

Plan is a participant directed investment program, established by Section 112.215 Florida Statutes.An employer does not know the retirement need, time horizon, or risk tolerance of its employees,

and therefore cannot make an investment allocation for the individual. Only the participant can

define these needs and make appropriate investment decisions.

III. Definitions

Actively Managed Product – An investment strategy that relies on active trading strategies in an

effort to out-perform the financial returns generated by a market benchmark index.

Best Interests of the Participants – reasonable consideration of cost, continuity, return, risk,flexibility, and security of the participant’s beneficial interest in the plan assets.

Percentile Ranking – This is the fund’s tax-adjusted total-return percentile rank for the specifiedtime period relative to all investment products that have the same Morningstar Category. (The mostfavorable being 1, and least favorable being 100).

Default Fund – an investment option created during the 2006 Pension Protection Act, allowing

plans to invest a participant’s assets, if it is deemed that the participant has exercised control over the assets in his or her account, into a QDIA or a Qualified Default Investment Alternative. Each

approved Investment Provider has a designated QDIA currently within the Deferred Compensation

Program. The Department has designated the Target Date Funds for each provider as the QDIA.

Deferred Compensation Program (DCP) – The program created pursuant to Section 112.215Florida Statutes, which is embodied in the Government Employees’ Deferred Compensation Plan

adopted through Rule Chapter 69C-6 Florida Administrative Code.

Department – Florida Department of Financial Services.Investment Product – a product purchased with the expectation of favorable returns. Investment

Products are compiled from securities and financial instruments in order to produce investmentreturns in the form of income or capital appreciation.

Investment Provider – A private sector company approved by the Department, which offers

investment products, investment education, and markets the Deferred Compensation Program to participants. Investment Provider companies sign a five-year contract and undergo a competitive

bid process.

DFS-J3-1541 (Rev 05/11) 3



Morningstar – Morningstar Principia Pro Software and Morningstar Datalab Software, licensed for

Morningstar, Inc., and used by the Department to evaluate and monitor the quantitative measures of investment products in the Deferred Compensation Program.

Morningstar Category – A classification based on an investment product’s statistics and

composition over the past three years.

Morningstar Rating –The Morningstar Rating for mutual funds, commonly called the star rating,

is a measure, published by Morningstar Inc., of a fund's risk-adjusted return, relative to other mutual

funds in its category. Funds are rated from one to five stars, with the best performers receiving fivestars and the worst performers receiving a single star.

Mutual Fund – A professionally managed collective investment product that pools money from

many investors to buy stocks, bonds, short-term money market instruments and other securities.

Observation Status – The condition of a mutual fund having a Morningstar 5-year percentile

ranking within category greater than 50th

percentile at quarter end and a Morningstar 5-year rating

of less than 3 stars or a Morningstar 5-year percentile ranking within category greater than 75th

percentile at quarter end.

Participant – An employee that completes enrollment documents in the State of Florida Deferred

Compensation Program and agrees to all terms and conditions that apply.

Passively Managed Product (Index Fund) – An investment strategy that produces the same level

and pattern of financial returns generated by a market benchmark index.Performance Benchmark – A market benchmark index that is designated by an investment

product’s prospectus is used to measure investment performance.

Sharpe Ratio – A risk-adjusted measure that is calculated by dividing the excess return by total risk

incurred by an investment to determine reward per unit of risk.

Termination Review Status – The mutual fund is in observation status for four consecutive

quarters.

Termination – At least two consecutive quarters in termination review status and a Morningstar 1-year percentile ranking within category greater than 50

thpercentile at quarter end.

IV. Approval and Termination of Investment Products

Selection of investment products to be made available through the Deferred Compensation Program

and replacement or termination of investment products must be approved in writing by the

Department and reviewed with written comments by the State Board of Administration (SBA) pursuant to Section 112.215(4)(a) F.S. prior to the change becoming effective.

A. New Investment Product Approvals

Approval of new investment products must be made by the Department using the quantitative

criteria listed in Table A and the qualitative criteria listed in Section IV C. The Department shall

evaluate recommendations made by Investment Providers and if all criteria are met, submit proposed new investment products to the SBA for review pursuant to 112.215(4)(a) F.S. The

Department has final approval for all investment product changes. This process must be completedand documented by the Department prior to the offering of new products to participants. This

process does not apply to products offered in the Self Directed Brokerage Window.

DFS-J3-1541 (Rev 05/11) 4



B. Termination of Existing Investment Products

A product may be terminated based on either quantitative criteria listed in Table B or qualitative criteria

listed in Section IV C. The Department shall submit proposed investment product terminations to the

SBA for review and comment. The Department makes the final determination for product retention or termination. Once approved for termination, the fund is removed from the DCP and assets and deferrals

will be mapped to similar investment products no earlier than 60 days and no later than 30 days notice to

participants. This process does not apply to products offered in the Self Directed Brokerage Window.

C. Criteria for Approval or Termination of Investment Products

In deciding which investment products to approve for availability in the DCP or terminate from the

DCP, the Department shall review the following factors quarterly:

1. Qualitative Factors

a. Costs – average of investment objective

b. Liquidity

c. Transaction limitationd. Diversification

e. History – how long the investment product has been in existencef. Management tenure or departure

g. Reputation and regulatory record of an investment management firm

h. Level of assets under management

i. Absolute returns j. Adherence to investment stylek. Merger of fund companies

*Initiation of a civil or criminal proceeding by any governmental entity alleging violations of state

or federal securities laws or regulations constitute sufficient grounds for disapproval or terminationof any investment product.

2. Quantitative (Performance) Factors

a. When evaluating mutual funds for approval, the Department shall consider the

specific criteria outlined in Table A.

b. When evaluating mutual funds for termination, the Department shall consider thespecific criteria outlined in Table B.

3. Limitations

With the exception of redemption fees or restrictions imposed with the approval of the

Department for excessive trades or inappropriate market timing, investment productsoffered through the program shall not have restrictions, penalties, market value

adjustments or surrender charges relating to exchanges or withdrawals and must offer

full liquidity to participants. Commissions shall only be allowed for stock and exchangetraded fund transactions through a self-directed brokerage window.

DFS-J3-1541 (Rev 05/11) 5



V. Reporting and Review

The Department will conduct quarterly performance reviews for each investment provider’s

products in the program. In addition, in person reviews will be held semi-annually in the

Department’s Deferred Compensation Office in February and August. Prior to each semi-annual

review, the investment providers will be given a list of the Department’s concerns so they may haveample time to prepare a response.

VI. Fixed Account Review

At least twice annually, the Bureau shall request and review the following information from each

Investment Provider Company that offers a guarantee of principal and interest account:

1. Average Maturity and Average Life of the fixed account

2. Effective Duration to Average Maturity and Average Life, as appropriate for use in the Crediting Rate

Formula.

3. Market Value vs. Book Value

4. Investment Policy Statement Compliance Letter (semi-annually)

5. Underlying Investment Portfolio guidelines regarding allocation to Sectors, Ratings, Derivatives, types of

securities.

6. Sector weightings

7. Average ratings of corporate bonds held and % of whole portfolio with ratings below BBB+

8.

Crediting Rate Formula9. Reporting of any changes in the operation of the fund

10. List of people who can make changes involving the fund

VII. Self-Directed Brokerage Window (SDBW)

The Department offers participants the opportunity to invest in individual stocks, additional mutual

funds, exchange traded funds (ETFs), options, and other investment alternatives through a self-

directed brokerage window. The sole purpose of this alternative is to enhance the DCP by

providing additional investment choices so as to accommodate the participant’s desire for greater investment flexibility.

In offering the SDBW, the Department and the SDBW Company will notify participants that the

investment alternatives available through the SDBW have not been subjected to any selection

process, are not monitored, require investment expertise to prudently manage, and have risk of substantial loss.

DFS-J3-1541 (Rev 05/11) 6



A. Selection of Stock Brokerage Firm

The Department will select the on-line brokerage firm to provide the SDBW for electing

participants. In making that decision, the Department will consider the following factors: (1) the

expense structure of the brokerage accounts, (2) the administrative needs of the Plan, includingrecord keeping and adherence to the DCP rules, and (3) Best Interests of the Participants as defined

in section III of this document.

B. Monitoring of Brokerage Accounts

The Department will monitor the SDBW for proper operation including accounting for transactions

and record keeping. However, while the brokerage accounts are available investment alternatives,

these investment alternatives within the SDBW are not designated by the DCP and, therefore, are

not selected or monitored by the DCP. Instead, the SDBW is intended to provide the electing participants with a broad selection of investment alternatives.

VIII. Investment Advisory Services

The Department offers participants the opportunity to enroll in managed account products.

Managed accounts are personalized investment portfolios that are tailored by an investmentcompany to meet the specific needs of the participant. These services are aimed at providing

participants the necessary guidance to invest in funds that will aid them in reaching their retirement

goals. Services range from financial advice concerning a participant’s account with no activetrading of funds by the advisor, to an advisor actively managing a participant’s account by

periodically rebalancing their holdings according to their specific investor profile. These services

will be offered to all participants in the DCP for a fee.

DFS-J3-1541 (Rev 05/11) 7



IX. Table A

Quantitative Approval Criteria for New Products

Monitoring Guidelines for Investment Products in the Deferred Compensation Program

Approval Characteristic Approve Disapprove

Ranking (relative return) Morningstar percentile

ranking within the fund’scategory is less than or equal

to the 50th

percentile for a 3

and 5-year period if available.

A minimum of three yearshistory is required.

Morningstar percentile

ranking within the fund’scategory is greater than the

50th

percentile for the

previous 3 and 5-year period.

A minimum of three yearshistory is required.

Risk Adjusted Returns Morningstar 3-year (and 5-

year if available) rating isgreater than or equal to 4 or

Morningstar Sharpe ratio

greater than or equal to the50

thpercentile if the

Morningstar rating is 3 stars.

Morningstar 3 or 5-year

rating is less than 3 stars.

Manager

(Team approaches will beevaluated on a case-by-case

basis.)

Manager tenure on the fund is

greater than or equal to three

years.

Manager tenure on the fund is

less than three years.

Fees Investment management fees

must be less than the

Morningstar average for thefund’s particular category and

must lie within the range of

current products in theDeferred Compensation

Program.

Investment management fees

are higher than the

Morningstar average for thefund’s category or higher

than current products in the

Deferred CompensationProgram.

Note: New products may be approved using only 3-year data if 5-year data is unavailable. However, 5-

year data will be utilized in the existing fund analysis when available.

Note: Index funds are not required to have the 3-years of manager tenure needed for fund approval. These

funds track an index and the manager strategies do not change drastically from year-to-year.

DFS-J3-1541 (Rev 05/11) 8



X. Table B

Quantitative Factors

Investment Product Monitoring

Observation, Termination Review Status, and TerminationCriteria for Existing Products

Product Monitoring

Criteria Characteristic

Observation Status Termination Review

Status

Termination

Morningstar percentile ranking

over 5-year rollingaverage

Morningstar 5-year star rating

Morningstar percentile ranking

over 1-year rollingaverage

Fund managementfees listed on

Morningstar andgiven by the IPs

Morningstar 5-year percentile ranking

within categorygreater than 50

th

percentile at quarter

end AND

Morningstar 5-year

star rating less than

3 stars; OR

Morningstar 5-year

percentile rankingwithin category

greater than 75th

percentile at quarter

end

In observation statusfor four consecutive

quarters

At least twoconsecutive quarters

in terminationreview status AND

Morningstar 1-year

percentile rankingwithin category

greater than 50th

percentile at quarter end

Note: Index funds are not ranked against active funds, and new index products must demonstrate a

tracking error to a prescribed benchmark of 50 basis points or lower over the most recent year, using

monthly data. For existing products, probation occurs when a tracking error falls between 50 and 100 basis points and termination occurs for a tracking error greater than 100 basis points for four consecutive

quarters. For measurement purposes only, the monthly prorated mutual fund expense ratio is added

back to the total monthly returns.

Note: All funds are measured without loads.

Note: It will be possible for an investment product to move from a termination review status or

observation status to regular status when the product meets total return requirements by being in the top

half of peers over the most recent three year rolling annualized time period available as defined by

Morningstar’s Percentile Ranking within category and have a three year Morningstar rating of 3 or morestars.

Note: Existing funds with less than 5-years of history will be analyzed using 3-year data. 5-year data

will be utilized when available.

DFS-J3-1541 (Rev 05/11) 9



Note: When analyzing funds for possible addition to the Deferred Comp Program, Target Date Funds

shall be treated as one fund by averaging its performance, manager tenure, etc. If the group average feeof the Target Date fund increases more than 6.4%, the investment manager will be contacted by the

Department and a decrease in status and termination of fund may occur.

Note: If mutual fund management fees increase more than 4.3% quarter over quarter, the investment

manager will be contacted by the Department and a decrease in status and termination of fund may

occur.

Note: Different share classes in the same fund would be considered the same fund, and cannot be used

by multiple providers.

Note: Vanguard index funds may change share classes without giving participants the 60 day

notification period. The Department views this as a share class change within the same fund and not a

replacement. The investment company will notify each participant in the Vanguard fund about thechange in share class on their next quarterly statements or as soon as feasibly possible.

Note: The Department may deviate from this policy if it is determined that the deviation is in the “Best

interest of the Participant”.

DFS-J3-1541 (Rev 05/11) 10



DFS-J3-1541 (Rev 05/11) 11

Approved: ________________________________ Jeff Atwater, Chief Financial Officer

Date: _____________________________________



ExhibitB

112.215 Government employees; deferred compensation program.—

(1) This section shall be known and may be cited as the “Government Employees’ DeferredCompensation Plan Act.” (2) For the purposes of this section, the term “employee” means any person, whetherappointed, elected, or under contract, providing services for the state; any state agency or

county or other political subdivision of the state; any municipality; any state universityboard of trustees; or any constitutional county officer under s. 1(d), Art. VIII of the StateConstitution for which compensation or statutory fees are paid.

(3) In accordance with a plan of deferred compensation which has been approved asherein provided, the state or any state agency, county, municipality, other political

subdivision, or constitutional county officer may, by contract or a collective bargaining

agreement, agree with any employee to defer all or any portion of that employee’sotherwise payable compensation and, pursuant to the terms of such approved plan and in

such proportions as may be designated or directed under that plan, place such deferredcompensation in savings accounts or use the same to purchase fixed or variable life

insurance or annuity contracts, securities, evidence of indebtedness, or such otherinvestment products as may have been approved for the purposes of carrying out the

objectives of such plan. Such insurance, annuity, savings, or investment products shall be

underwritten and offered in compliance with the applicable federal and state laws andregulations by persons who are duly authorized by applicable state and federal authorities.

(4)(a) The Chief Financial Officer, with the approval of the State Board of Administration,shall establish such plan or plans of deferred compensation for state employees, including

all such investment vehicles or products incident thereto, as may be available through, oroffered by, qualified companies or persons, and may approve one or more such plans for

implementation by and on behalf of the state and its agencies and employees.

(b) If the Chief Financial Officer deems it advisable, he or she shall have the power, withthe approval of the State Board of Administration, to create a trust or other special funds for

the segregation of funds or assets resulting from compensation deferred at the request of employees of the state or its agencies and for the administration of such program.

(c) The Chief Financial Officer, with the approval of the State Board of Administration, may

delegate responsibility for administration of the plan to a person the Chief Financial Officerdetermines to be qualified, compensate such person, and, directly or through such person

or pursuant to a collective bargaining agreement, contract with a private corporation or

institution to provide such services as may be part of any such plan or as may be deemednecessary or proper by the Chief Financial Officer or such person, including, but not limited

to, providing consolidated billing, individual and collective recordkeeping and accountings,asset purchase, control, and safekeeping, and direct disbursement of funds to employees or

other beneficiaries. The Chief Financial Officer may authorize a person, private corporation,

or institution to make direct disbursement of funds under the plan to an employee or otherbeneficiary.

(d) In accordance with such approved plan, and upon contract or agreement with aneligible employee, deferrals of compensation may be accomplished by payroll deductions

made by the appropriate officer or officers of the state, with such funds being thereafter

held and administered in accordance with the plan.(e) The administrative costs of the deferred compensation plan must be wholly or partially

self-funded. Fees for such self-funding of the plan shall be paid by investment providers andmay be recouped from their respective plan participants. Such fees shall be deposited in the

Deferred Compensation Trust Fund.(5) Any county, municipality, or other political subdivision of the state may by ordinance,

and any constitutional county officer under s. 1(d), Art. VIII of the State Constitution of 1968 may by contract agreement or other documentation constituting approval, adopt and

establish for itself and its employees a deferred compensation program. The ordinance shall



ExhibitB

designate an appropriate official of the county, municipality, or political subdivision to

approve and administer a deferred compensation plan or otherwise provide for such

approval and administration. The ordinance shall also designate a public official or body tomake the determinations provided for in paragraph (6)(b). If a constitutional county officer

elects to adopt and establish for that office and its employees a deferred compensation

program, the constitutional county officer shall be the appropriate official to make the

determinations provided for in this subsection and in paragraph (6)(b).(6)(a) No deferred compensation plan of the state shall become effective until approved bythe State Board of Administration and the Chief Financial Officer is satisfied by opinion from

such federal agency or agencies as may be deemed necessary that the compensation

deferred thereunder and/or the investment products purchased pursuant to the plan will notbe included in the employee’s taxable income under federal or state law until it is actually

received by such employee under the terms of the plan, and that such compensation willnonetheless be deemed compensation at the time of deferral for the purposes of social

security coverage, for the purposes of the state retirement system, and for any otherretirement, pension, or benefit program established by law.

(b) No deferred compensation plan of a county, municipality, other political subdivision, orconstitutional county officer shall become effective until the appropriate official or body

designated under subsection (5) is satisfied by opinion from such federal agency or agencies

as may be deemed necessary that the compensation deferred thereunder and/or theinvestment products purchased pursuant to the plan will not be included in the employee’s

taxable income under federal or state law until it is actually received by such employeeunder the terms of the plan, and that such compensation will nonetheless be deemed

compensation at the time of deferral for the purposes of social security coverage, for the

purposes of the retirement system of the appropriate county, municipality, politicalsubdivision, or constitutional county officer, and for any other retirement, pension, or

benefit program established by law.(7) The deferred compensation programs authorized by this section, and any plan

approved and adopted as herein provided, shall exist and serve in addition to any other

retirement, pension, or benefit systems established by the state or its agencies, counties,municipalities, other political subdivisions, or constitutional county officers and shall not

supersede, make inoperative, or reduce any benefits provided by the Florida RetirementSystem or by another retirement, pension, or benefit program established by law. Allrecords identifying individual participants in any plan under this section and their personal

account activities shall be confidential and are exempt from the provisions of s. 119.07(1).(8)(a) There is created a Deferred Compensation Advisory Council composed of seven

members.

1. One member shall be appointed by the Speaker of the House of Representatives and thePresident of the Senate jointly and shall be an employee of the legislative branch.

2. One member shall be appointed by the Chief Justice of the Supreme Court and shall bean employee of the judicial branch.

3. One member shall be appointed by the chair of the Public Employees RelationsCommission and shall be a nonexempt public employee.

4. The remaining four members shall be employed by the executive branch and shall be

appointed as follows:a. One member shall be appointed by the Chancellor of the State University System and

shall be an employee of the university system.b. One member shall be appointed by the Chief Financial Officer and shall be an employee

of the Chief Financial Officer.c. One member shall be appointed by the Governor and shall be an employee of the

executive branch.d. One member shall be appointed by the Executive Director of the State Board of

Administration and shall be an employee of the State Board of Administration.



ExhibitB

(b) Each member shall serve for a term of 4 years from the date of appointment, except

that a vacancy shall be filled by appointment for the remainder of the term.

(c) Members shall elect a chair annually.(d) The council shall meet at the call of its chair, at the request of a majority of its

membership, or at the request of the Chief Financial Officer, but not less than twice a year.

The business of the council shall be presented to the council in the form of an agenda. The

agenda shall be set by the Chief Financial Officer and shall include items of businessrequested by the council members.(e) A majority of the members shall constitute a quorum, and action by a majority of a

quorum shall be official.

(f) The council shall make a report of each meeting to the Chief Financial Officer, whichshall show the names of the members present and shall include a record of its discussions,

recommendations, and actions taken. The Chief Financial Officer shall keep the records of the proceedings of each meeting on file and shall make the records available to any

interested person or group.(g) Members of the council shall serve without compensation but shall be entitled to

receive reimbursement for per diem and travel expenses as provided in s. 112.061.

(h) The advisory council shall provide assistance and recommendations to the Chief

Financial Officer relating to the provisions of the plan, the insurance or investment options

to be offered under the plan, and any other contracts or appointments deemed necessaryby the council and the Chief Financial Officer to carry out the provisions of this act. The

Chief Financial Officer shall inform the council of the manner in which each councilrecommendation is being addressed. The Chief Financial Officer shall provide the council, at

least annually, a report on the status of the deferred compensation program, including, butnot limited to, information on participant enrollment, amount of compensation deferred,

total plan assets, product provider performance, and participant satisfaction with theprogram.

(9) The purchase of any insurance contract or annuity or the investment in another

investment option under any plan of deferred compensation provided for in the UnitedStates Internal Revenue Code and not prohibited under the laws of this state for an

employee shall impose no liability or responsibility whatsoever on the state, county,

municipality, other political subdivision, or constitutional county officer, except to show thatthe payments have been remitted for the purposes for which the compensation has beendeferred.

(10)(a) The moneys, pensions, annuities, or other benefits accrued or accruing to any

person under the provisions of any plan providing for the deferral of compensation and theaccumulated contributions and the cash and securities in the funds created thereunder are

hereby exempt from any state, county, or municipal tax. They shall not be subject toexecution or attachment or to any legal process whatsoever by a creditor of the employee

and shall be unassignable by the employee.

(b)1. There is created in the State Treasury the Deferred Compensation Trust Fund,through which the Chief Financial Officer as trustee shall hold moneys, pensions, annuities,

or other benefits accrued or accruing under and pursuant to 26 U.S.C. s. 457 and the

deferred compensation plan provided for therein and adopted by this state; and

a. All amounts of compensation deferred thereunder;b. All property and rights purchased with such amounts; andc. All income attributable to such amounts, property, or rights.

2. Notwithstanding the mandates of 26 U.S.C. s. 457(b)(6), all of the assets specified in

subparagraph 1. shall be held in trust for the exclusive benefit of participants and theirbeneficiaries as mandated by 26 U.S.C. s. 457(g)(1).

(11) With respect to any funds held pursuant to a deferred compensation plan, anyinvestment option provider that is a bank or savings association and that provides time

deposit accounts and certificates of deposit as an investment product to the plan



ExhibitB

participants may, with the approval of the State Board of Administration for providers in the

state plan, or with the approval of the appropriate official or body designated under

subsection (5) for a plan of a county, municipality, other political subdivision, orconstitutional county officer, be exempt from the provisions of chapter 280 requiring it to be

a qualified public depository, provided:

(a) The bank or savings association shall, to the extent that the time deposit accounts or

certificates of deposit are not insured by the Federal Deposit Insurance Corporation, depositor issue collateral with the Chief Financial Officer for all state funds held by it under adeferred compensation plan, or with such other appropriate official for all public funds held

by it under a deferred compensation plan of a county, municipality, other political

subdivision, or constitutional county officer, in an amount which equals at least 150 percentof all uninsured deferred compensation funds then held.

(b) Said collateral shall be of the kind permitted by s. 280.13 and shall be pledged in the

manner provided for by the applicable provisions of chapter 280.

The Chief Financial Officer shall have all the applicable powers provided in ss. 280.04, 280.05, and280.08 relating to the sale or other disposition of the pledged collateral.

(12) The Chief Financial Officer may adopt any rule necessary to administer and implementthis act with respect to deferred compensation plans for state employees.

(13) When permitted by federal law, the plan administrator may provide for a pretax

trustee-to-trustee transfer of amounts in a participant’s deferred compensation account forthe purchase of prior service credit in a public sector retirement system.

(14) This subsection may not impair an existing contract. In each county that has one ormore constitutional county officers, the board of county commissioners and the

constitutional county officers shall negotiate a joint deferred compensation program for all

their respective employees under s. 163.01. If all parties to the negotiation cannot agree

upon a joint deferred compensation program, the provisions of subsection (5) apply.History.—s. 1, ch. 75-295; s. 1, ch. 76-279; s. 1, ch. 82-46; s. 1, ch. 83-43; s. 2, ch. 87-7;

ss. 1, 3, 4, ch. 87-35; s. 1, ch. 87-138; s. 1, ch. 89-123; s. 28, ch. 90-360; s. 5, ch. 91-

429; s. 694, ch. 95-147; s. 2, ch. 96-216; s. 35, ch. 96-406; s. 1, ch. 97-8; s. 40, ch. 99-

2; s. 2, ch. 99-159; s. 40, ch. 2001-43; s. 2, ch. 2001-265; s. 126, ch. 2003-261; ss. 7, 8,ch. 2003-399; s. 3, ch. 2004-41; s. 8, ch. 2004-390.



EXHIBIT C

State of Florida 457 PlanProcedures

ManualVersion 2011

SUNGARD



SunGard

TABLE OF CONTENTS

PART I

1 DEFINITIONS........................................................................................................................... 4

2

DIAGRAM ................................................................................................................................ 5

3 CONNECTIONS ....................................................................................................................... 6

3.1 PRIMARY CONNECTION .........................................................................................................3.2 SECONDARY CONNECTION....................................................................................................

4 FILE TRANSFER ENGINE ................................................................................................... 6-7

4.1 PRIMARY ..............................................................................................................................

4.2 RECOVERY...........................................................................................................................

5 FILES ....................................................................................................................................... 7

5.1 FILE TYPES ..........................................................................................................................5.2 FILE COMPRESSION ..............................................................................................................

5.3

FORMAT...............................................................................................................................6 FILE CLEARING HOUSE ................................................................................................. 7-8

6.1 INSTALLATION.......................................................................................................................6.2 OPERATION ..........................................................................................................................6.3 RESILIENCY..........................................................................................................................

7 SECURITY ........................................................................................................................ 8-9

7.1 USERIDS .............................................................................................................................7.2 PGP ....................................................................................................................................7.3 VIRUS ..................................................................................................................................

8 TECHNICAL ADMINISTRATION ...................................................................................... 10

8.1

P AYROLL PROCESS...............................................................................................................8.2 EPAF & ACCOUNT V ALUE PROCESS .....................................................................................8.3 RESPONSE REPORTS............................................................................................................

9 MONITORING .................................................................................................................... 11

9.1 PROVIDING ALERTS ..............................................................................................................9.2 EMAIL ..................................................................................................................................

10 APPENDIX A: WEB CONTENT & FUNCTIONALITY .................................................... 12

11 APPENDIX B: ANNUAL ‘CORPORATE’ REPORTS SUPPLIED BY SUNGARD..........13

PART II

12 THE DC DEFERRAL PROCESS.....................................................................................1412.1 Explanation …………………………………………………………………………………….. 12.2 Prebill File ……………………………………………………………………………………..12.1 Payroll Deferral & Discrepancy File........................................................................ ....14-15

13 Account Summary File……………………………………………………………………………

2011 Page Number 2 of 21



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14 ELECTRONIC PARTICIPANT ACTION FORM (EPAF).....................................................14.1 Explanation........................................................................................................................14.2 EPAF Confirm File.............................................................................................................14.3 EPAF Exception File..........................................................................................................

15 MONTHLY VALUATION FILE.....................................................................................15-1616 BENEFICIARY PAYMENT FILE.......................................................................................1617 FRS CENSUS FILE – MONTHLY.....................................................................................1618 BOSP CENSUS FILE – WEEKLY....................................................................................1619 LOAN................................................................................................................................1620 RECORDKEEPING FINANCIAL REPORT - ANNUAL....................................................1721 PLAN LEVEL REPORTS..................................................................................................17

21.1 Explanation.........................................................................................................................21.2 Plan Performance Report – Annual....................................................................................21.3 Plan Summary Report – Monthly...............................................................................17-18 21.4 Plan Audit Report – Monthly............................................................................................... 21.5 Plan Audit Report Responses – Monthly.............................................................................21.6 Schedule of Plan Assets – Annual.......................................................................................21.7 Distribution Report – Monthly..........................................................................................19 21.8 Required Minimum Distribution (RMD)................................................................................

21.9 Deferral Limit Report – Each Pay Cycle..............................................................................21.10 Participant Accounts Report................................................................................................21.11 NAGDCA Survey.................................................................................................................21.12 Participant, IP, and SunGard Random Audit.......................................................................21.13 New Enrollment Labels........................................................................................................21.14 Net Change Enrollment Report............................................................................................21.15 Random Participant Listing..................................................................................................21.16 Transaction Count...........................................................................................................20.21.17 Unique Participant Address..................................................................................................21.18 Loan File Transfers...............................................................................................................




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1.0 DefinitionsBDC - Bureau Deferred CompensationBOSP - Bureau of State PayrollsCH – ASP FTP clearing houseDCP - Deferred Compensation PlanDEFA – Deferral File (Actual) (Deferral file from PC to ASP)

DEFF – Deferral File (Final) (Deferral file from ASP to IP)DF – Monthly Benefit (distribution) file (IP distribution)DFS - Dept of Financial ServicesDNS – Domain Name Server – points the URL address in a table to a specific IP addressDIR - Discrepancy Report (error – hardcopy)DPD - Daily Participant Data (account summary)DRO - Domestic Relations Order DROP - Def Retirement Opt ProgramEFP – External File Partners such as IP and PC.EPAF – Electronic Participant Action FormFRS - FL Retirement System (census)IP - Investment Provider. . From a file transfer perspective, all IPs will be handled the same.There may be from 6 – 10 IP. Currently there are 6 IPsMDF - Master Data File (monthly valuation file)

PAR – Plan Audit ReportPARr – Plan Audit Report responseMVW - Multi-Vendor WebsiteNC - Non-Centralized Payroll center PA - Plan Administrator PART - Plan ParticipantPC – Payroll Vendors (BOSP & NC), including centralized and non-centralized. From a filetransfer perspective, all PCs will be handled the same including centralized and de-centralized. There may be from 20 – 100 payroll vendors. Currently there is one centralizedPC and 20 non-centralized vendors.PD – Project DocumentPDF - Prebill Deferral File (Deferral file from ASP to PC)RA - Plan Records Administrator

RK - Plan Records Keeper RMD - Required Minimum DistributionSOF – State of FloridaSSL – Secured Socket Layer SSP -Special Supplemental PayUAT – User Acceptance Testing




SunGard

3. CONNECTIONS3.1 Primary ConnectionThe basic connection with SOF will be a VPN. The VPN availability is subject to theuptime of the internet.

If higher uptime is required, ASP can provide SOF with a 64 frame connection with ISDN

backup. Upgraded communications will attract additional charges.

3.2 Secondary ConnectionThe connections between the EFP’s and ASP will leverage the existing internetbased connections. These connections are subject to the availability of the internet.The capacity of the existing connection methodology has been acceptable for the filesizes experienced and the performance desired; ASP assumes it will continue to meetthe customer’s requirements. If additional bandwidth or reliability is required, then other options may be offered.

Short-term delay/OutageNotify customers of delay and retry when service resumes.

Extended delay/OutageBackup manual administrative methodologies are outlined in the event of secondaryconnection failure.

4. File Transfer Engine4.1 PrimaryBased upon the customer’s requirements, the process will continue to use FTP with PGPencryption. This process will provide reasonable security and file protection.

ASP discloses there are known issues with FTP and encryption (PGP), but everyattempt will be made to minimize these exposures:

username/password not encrypted server may be more vulnerable

not guaranteed that the remote FTP server is who it claims to be

the complexities of PGP key management and interoperability

possible audit considerations

4.2 RecoveryThe primary mechanisms for availability and recovery will be as follows:

Files for ASP pickup1) The EFP will resend the file to the FTP-CH. The EFP may need to recover the

file from the local archive.

2) The EFP will email the file to a designated ASP email address.

Files for ASP drop off 1) The EFP will re-attempt to collect the file from the FTP-CH.2) ASP will recover the file from ASP archives and re-present the file. The EFP will

re-attempt to collect the file from the FTP-CH.3) ASP will re-run the process to create the file and present it. The EFP will re-

attempt to collect the file from the FTP-CH.




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4) ASP will email the file to the designated EFP email address.

Files collected by ASP through the recovery process will be manually deposited intothe appropriate FTP-CH INBOUND directory. Normal processing will be activated.During any recovery effort due to communications issues, the normal turnaround willbe extended.

The above recovery process may be limited if the failure is due to internet availability.In which case, the file transfer process will be resumed as soon as administrativelyfeasible.

5. FILES5.1 File Types

The only file types supported are ASCII in text (data or report) or CSV (non windows)formats. XLS or similar are not supported.

The existing file naming conventions will be maintained. No spaces or specialcharacters are permitted.

5.2 File compression ASP will suggest the use of the zip compression within the PGP agent. No additionalcompression will be used other than what is available in PGP. If file sizes or performance becomes an issue, the zip switch may be required.

Files may be PKzipped at ASP for archival purposes.

5.3 Format All existing formats are expected to remain the same, except as specifically noted.The content remains substantially the same. In other cases, the method of deliveryof some confirmations may be recommended to be changed to email.

SunGard’s intention was to establish and implement an environment usingsubstantially all of the file formats that currently existed at implementation.

6. FILE CLEARING HOUSE 6.1 Installation

The clearing house server will be deployed as 2 servers in a failover cluster to providea reasonable amount of redundancy. The operating system will be the approved ASPversion of Linux: Red Hat 7.3 or above.

Data archives will be provided by a local static tape drive for current recovery only.The requirement is only to recover the current data.

The equipment will be protected in a dedicated DMZ. Only specified IP’s and portswill be allowed. Each EFP must provide ASP with the IP which is used to approachthe FTP-CH.

6.2 Operation ASP makes available a file transfer clearing house for the migration of files between ASP and all EFPs. ASP makes files available to IP’s by placing them on the FTP-CH. IP provides files to ASP by putting them on the FTP-CH.




SunGard

7.2 PPGPPGP Command Line enables organizations to automate encryption and signing of sensitive consumer and business information, securing it for local storage or transfer over the Internet. PGP Command Line provides a new set of software tools for organizations that need to encrypt large amounts of batch information. The productenables users to insert PGP encryption and digital signing functionality into existing

automation scripts to ensure information is transmitted or stored using strong PGPencryption. PGP Command Line is designed for financial groups, health careorganizations, and other enterprises that regularly move large amounts of sensitiveinformation between data centers. It is based on the same proven, trusted, andsupported PGP technology and core crypto as other PGP products. All PGP Command Line products support PGP Additional Decryption Key (ADK)capability. Use of an ADK has proven to be a widely adopted practice to ensure acorporation has access to all its

proprietary information, according to corporate policy, even if employee keys are lostor become unavailable.

Secure protocols, such as SSH or FTP over SSL, only secure data while it is intransit between locations – once a file arrives at a location it is vulnerable to localusers who have access to the file system. Hence, secure protocols fail to providecomprehensive security. PGP Command Line ensures that data is protected not onlyin transit over the network, but also in storage at either end of the networkconnection. By keeping data in an encrypted and signed form while in storage, PGPCommand Line ensures unauthorized personnel are denied access to sensitiveinformation and that data can be verified later for authenticity.

PGP is based on a widely accepted encryption technology known as public keycryptography in which two complementary keys—a key pair—are used to maintainsecure communications. To send someone a private email message, you use a copy

of that person’s public key to encrypt the information, which only they can decipher by using their private key. Conversely, when someone wants to send you encryptedmail, they use a copy of your public key to encrypt the data, which only you candecipher by using a copy of your private key.

ASP provides the EFP with the ASP public keys. Each EFP will need to install andmaintain any provided ASP public PGP keys. The keys must be refreshed on aperiodic basis in accordance with ASP policy (with expiration date).

EFPs provide ASP with the respective EFP public keys. ASP installs and maintainsany provided EFP public PGP keys. The keys are refreshed as requested but notmore than annually. EFPs must provide updated keys to ASP not less than 10

business days prior to expiration

The supported parameters in bold.

Public Key Formats

OpenPGP RFC 2440

X.509Symmetric Key Algorithms

AES with up to 256-bit keys




SunGard

CAST5 (RFC 2144)

TripleDES

IDEA

Twofish

Blowfish*

Hashes

SHA-1

MD5

RIPEMD-160

Public Key Algorithms

Diffie-Hellman (2048)

DSA

RSA with up to 4096-bit keys

Compression Algorithms

Zip BZip2

ZLib

7.3 Virus ASP provides reasonable virus scans on all inbound and outbound files. Each EFPis expected to provide reasonable virus scans on all inbound and outbound files.

Linux has strong internal resistance to common viruses.

8.0 TECHNICAL ADMINISTRATION8.1 PAYROLL PROCESS

A process is established to drop off a Prebill (PDF) file in the FTP-CH to be picked upby the paycenters (PC). Another process will be established to allow the drop off of the Actual Deferral file (DEFA) on the FTP-CH by each PC. An initial validation will bedone to verify that the header record on the DEFA file matches the sum of theindividual deferrals on the DEFA file. If not, the file will be rejected and a notificationwill be sent to the PC. Also, for the centralized paycenter their DEFA filename doesnot include a date. This file will have to be renamed when it is pulled from the FTP-CHprior to being able to be processed by ASP. The PCs are not including the IP code onthe DEFA file so additional validation will be required at ASP. The process will depositthe split files back onto the FTP-CH within the respective IP OUTBOUND directory.The original file will be removed and archived when the process is complete.

Note: it is strongly recommended the DEF includes the IP identifier. The data isprovided to the PC. This will avoid additional layers of technical involvement toperform a reverse lookup upon receipt.

If the designated files are not received within the prescribed window, alerts will begenerated.




SunGard

8.2 EPAF & Account Value ProcessThis process allows the drop off of an EPAF and Account Summary file (DPD) on theFTP-CH by each of the IPs. A notification is sent to the IP if these files are notreceived by 6 am ET each business day. A notification is sent to verify receipt of each EPAF file. Another process was established so that after processing the EPAF

files an exception file (if necessary) and a confirmation file is dropped off on the FTP-CH for each of the IPs to pick up.

8.3 Response ReportsCertain response (exception) reports have been identified as being more suitable for email transmittal. The purpose of the reports seems to be for clerks to certify andverify the summary information. These reports will be emailed to generic emailEMAILREPORT destinations and not placed on the CH.

9. MONITORINGReasonable monitoring is provided for the technical operational availability andperformance in accordance with ASP standards. In addition, some process specific

monitoring are provided:

9.1 Providing AlertsMonitoring is provided by the ASP Sitescope engine, SunGard’s standard ASPmonitoring tool. This is for SunGard’s internal use only and is used for monitoringthe ports for the State of Florida for the proper alerts when issues arise. Alerts areinitiated to the ASP Help Desk and to a single designated SOF email addressEMAILALERT (SOF may distribute as needed).

Files for ASP pickup ASP provides monitoring for designated critical files. If not received within theprescribed timeframes, an email alert is generated. The agreed business response

is pursued.

Files for ASP drop off ASP provides monitoring on the jobs deployed to create the required outbound files.If the jobs do not complete successfully, an email alert is generated.

9.2 EmailElectronic File Provider Each EFP needs to provide ASP with 2 generic email addresses. The EFP mayprovide additional routing/forwarding of the email.

EMAILREPORT – email destination used for confirmations and reports

EMAILALERT – email destination used for alertsEMAILRECOVERY[CUSTOMERID] – for file transfer backup.

Email SunGard ASP ASP manages and provide the following email address for administrative work.

EMAILASPRECOVERY – for file transfer backup




SunGard

Appendix A: WEB CONTENT & FUNCTIONALITY

Web Page/Functionality Providing Party Comments

Investment Education Tool SunGard EBS

Daily Market News SunGard EBSConsolidated Participant Information

– Inquiry onlyBalance by IPBy Source and Investment within

sourceTotal Account Balance

As of Date,

SunGard EBS

Indicative Participant Data –Inquiry only

Name Address

Email AddressPhone Number Beneficiary Information

SunGard EBS

Deferral ElectionBy IP AccountTotal Deferral Election (sum

Of all IP Account Deferrals)

SunGard EBS

Pending Investment Transfer SunGard EBS

Eligibility for DCP planValidation against FRS file

SunGard EBS

Change PIN SunGard EBS

Link to IP for Enrolling SunGard EBS

Link to IP for Account Access SunGard EBSWeb Banners & Logo SOF

Welcome Page Content &Pictures

SOF

News & Update Page Content,Pictures, Links & PDFs

Deferred Comp NewsPlan Watch Newsletter

SOF

Performance Page Content SOF

Plan Information Page Content &Pictures

Forms and Publications PDFs

SOF

Joining the Plan Page Content &Pictures

SOF

Contact Information PageContent, Pictures & Links

SOF

FAQ SOF




SunGard

Appendix B: Annual ‘Corporate’ Reports to be Supplied by SunGard

Report Deadline Comments

Annual SAS 70 Report 15 business days after delivery to SunGard

Annual Report 15 business days after delivery to SunGard

10K Report 15 business days after delivery to SunGard

Letter of Representations andWarrants

March 1 SOF will send a reminder toSunGard EBS




SunGard

PART II

12. THE DC DEFERRAL PROCESS

12.1 The RK provides to the centralized (BOSP) and non-centralized entities fifteen (15)

days prior to the warrant date an electronic PREBILL file indicating the total IP deferralamounts that will be deferred by each participant for the warrant date. BOSP and the non-

centralized entities will furnish the RK at or before three days prior to each warrant datean ACTUAL deferral file followed by a Discrepancy Report. Upon receipt of the

ACTUAL deferral file, the RK shall reconcile such information with the PREBILL file.

RK will inform BDC of any reconciliation issues that are not reported on the Discrepancy

Report. BDC will be responsible for the timely reconciliation of deferrals each pay cycle.RK will notify BDC the deferral totals by IP and Pay center entity, at or before 12:00

noon EST two working days prior to each warrant date. After all ACTUAL deferral files

for the pay cycle have been reconciled by the RK, BDC, IP, and the Pay center entitiesthe RK will send each IP an electronic FINAL payroll file to inform them of the deferrals

amounts for the pay cycle. The RK will inform each IP of the total reconciled amountwhich will be wired to them by the BDC.

Bi-weekly and monthly contributions are be posted each payday by RK for each payrollentity, and the BDC is provided this information by 11:00 a.m. two (2) days before thenoted payday to the payroll entity.

A BOSP report listing the participants whose requests to contribute were rejected, andthe participants with name discrepancie is provided to the BDC. The total dollar contributions requested, the total dollar rejections, and total dollars to be applied isreflected on the same file. The BDC in turn provides the report to the IP’s. The BDCrequests the BOSP capture the same processing totals by IP. The BOSP also provides a

hard copy report to the BDC of all amounts not deferred (by participant and by IP) and allname discrepancies.

Contributions (deferrals) handled through manual payroll processing are sent to the IP viawire or paper check. These contributions may come from participant’s accrued annual or sick leave payments at time of retirement or from meritorious awards. The RK providesaccess to their system to enable the BDC to enter this information into the State’s recordson their system.

12.2 PREBILL FILE

The PREBILL File is forwarded to the appropriate Payroll Center prior to each warrantdate. The dates to be mutually agreed upon by the BDC, RA, RK and payroll centers. RK

provides the centralized and non-centralized entities, the total amount of compensation to be deferred by all PARTS for the applicable warrant date.

12.3 PAYROLL DEFERRAL AND DISCREPANCY FILE

The PA through the Payroll Centers furnishes the RK each pay date a Discrepancy Report

followed by an ACTUAL deferral file for each payroll. Upon receipt of the ACTUALdeferral File, the RK reconciles such information with the PREBILL, which it maintains.




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RK informs each IP of the total reconciled amount which is wired to them by the PA. PA

wires funds, so as to be received by IP, prior to noon EST on each regular payday.

13. ACCOUNT SUMMARY FILEThe IPs furnishes the RK an electronic Account Summary File each business day(Tuesday – Saturday) by 6 AM EST. The RK uses this file to update the daily participant

balances on their system. These daily balances are reflected on the SOF website,which is hosted by the RK.

14. ELECTRONIC PARTICIPANT ACTION FORM (EPAF)14.1 Each of the IPs furnishes the RK an EPAF file each business day by 6 AM EST.The EPAF file transfer process is used by the RK to pass participant transactioninformation to RK’s system. EPAFs originate daily from the different IPs that provideparticipant data and investment services to SOF. Notifications of RKs receipt of theEPAF files are submitted to the IPs. The information from the EPAF is extracted,validated and used to trigger the equivalent RK transactions. Transactions that fail theanalysis performed by RK are to be reported on to the IP. RK also provides the IPs witha summary file of the EPAF transactions that are accepted and rejected.

14.2 EPAF CONFIRMATION FILEThe RK submits an EPAF Confirmation report on a daily basis, back to the IPs once theEPAF files have been validated and processed on the RK system. The EPAFConfirmation report is a summary of the transactions that were accepted and rejected. If IP does not submit an EPAF file or if the EPAF file contains no data then an EPAFConfirmation report will not be generated.

14.3 EPAF EXCEPTION FILERK submits an EPAF Exception file to the IPs when the transactions on the EPAF filereject. The EPAF Exception report will contain an error message describing the cause of the error. It is the IPs responsibility to review and correct the errors in EPAF Exception

file.

15. MONTHLY VALUATION FILE – (MOVAL)

15.1 RK shall receive from IPs and maintain an all-inclusive up-to-date Plan-level

Valuation File in the form established by the RK. All information in the MOVAL File is

the property of the State and shall be available to the RA/BDC at any time. All DCPrecords are confidential and are exempt from the provisions of Section 119.07(1) as cited

in Section 112.215(7), Florida Statutes.

The IPs furnish a MOVAL file to the RK by the 5th

business day of the followingmonth to be utilized in preparing the monthly summary of operations, and other

required reports. The MOVAL is prepared in accordance with a record layoutapproved by the BDC/RA and electronically transmitted to RK by IPs and shallinclude no less than the following information for each investment product selected

by each PART:

A. Date prepared;B. Reporting period date;

C. PART’s Employer Code;




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D. IP fund code reported separately for 457 DCP, Deemed IRA and Roth IRA;

E. Current monthly and year-to-date gross deposits;F. Current monthly and year-to-date charges (fees, commissions, etc.);

G. Current monthly and year-to-date net deposits;

H. Current monthly and year-to-date interest credited;

I. Current month and year-to-date interest rate applied (fixed accounts);J. Gain or loss over deposits by IP, by investment vehicle;

K. Administrative, assets management fees, or any charges to PAR must be in detail;

L. Any charges to PART’s account to operate the BDC must be explainedseparately;

M. Exchanges to/from other investment products offered by this IP;

N. Current month and year-to-date withdrawals;O. Current month and year-to-date "transfer deposits in" from another IP must be

reported separately from regular contributions. IP’s name where funds are being

transferred from (current month) must appear on report;P. Current month and year-to-date "transfers out" to any other IP must be reported

separately from withdrawals. IP’s name where funds are being "transferred to"(current month) must appear on this report;

Q. Cash value (account value);R. Amounts transferred to annuity status, total annuity payments made current

month and year-to-date, and ending balance (if applicable);

S. Annualized total market and current cost basis yield

16. BENEFIT PAYMENT FILE (BENPAY)-MONTHLY

RK receives from each IP by the 10th business day of the month, a Benefit Paymentfile that contains participant level benefit payment information for the previousmonth. This information is used by the RK to create transactions that update

individual disbursement records on the RK system. It is also used for any reportingpurposes.

17. FRS CENSUS FILE-MONTHLY

RK receives an electronic file census file from Florida Retirement System (FRS) by

the 16th

of each month. The file contains a list of employees who are eligible to

participant in the SOF DCP. The RK updates their system to keep record of theeligible participants.

18. BOSP CENSUS FILE-WEEKLY

RK received an electric file from BOSP each week that contains a list of centralized

employees who are eligible to participate in the SOF DCP. The RK updates their

system to keep records of the eligible participants.

19. LOAN FILE

IPs provide a Loan file to the RK’s FTP server by the 5th

business day of the month.The Loan File is then made available to the BDC. The BDC then updates the loan

records on their system.




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20. RECORD KEEPER FINANCIAL REPORT - ANNUAL

RK furnishes the PA or his authorized representative, following each corporate

fiscal year, a certified copy of its or its contractor’s official annual financial report

(financial statements) audited by properly licensed independent certified publicaccountants showing the financial condition of RK and its affiliates at the close of

each year and the results of operations of RK during such year.

21. PLAN LEVEL REPORTSThe RK must submit separate monthly, semi-annual and annual reports on allactivities in the DCP as designated by the PA/RA. The RK is required to provide thePA/RA with the information included in these reports as specified for each of theindividual reports below:

All records and reports of every sort created, obtained or maintained by RK

concerning the DCP is open for inspection by the PA, RA, BDC, CFO, Auditor

General and their designated agents, attorneys, and accountants at any time duringnormal working hours for purposes of conducting financial examinations and/or

audits of the DCP.

The RK is also responsible for ascertaining that the monthly reports reach the

RA/PA at the required times. RK is required to provide prompt delivery of any

records, reports and other information specified by the RA/PA. RK shall maintain

sufficient personnel to process data, reports, etc. within the time limits established by this contract; to reconcile and resolve any discrepancies between RK's records

and those of the BDC and IP.

21.1 PLAN PERFORMANCE REPORT – ANNUAL RK shall at the end of each calendar year of operation furnish to the RA and PA, in

the form specified by the RA and approved by the PA, a report indicating the overallactivity in and performance of the DCP. The information shall be furnished by eachIP, and the RK shall consolidate it into the DCP Annual Performance Report. TheRK shall request the data from each IP before January 10th and give each IP 20days to respond. The RK will forward the 1st draft of the consolidated report to theRA/PA by February 20. The RA/PA provides the RK with changes and correctionsby March 10. The RK forwards the final report to the RA/PA no later than April 1 of the year following the calendar year being reported.

21.2 PLAN SUMMARY REPORT-MONTHLY (10 BD after ALL receipt of MONVAL) The Plan Activity Report categorizes PART account activity. That PART activity isobtained from the MOVAL File and participant data entered by the BDC, daily

EPAF File transmissions, and the Daily Account Summary File. This information isprocessed on the RK system by month, by Investment Provider and activity.

This report provides the following information for each IP in the following categories:

New Enrollments- new enrollment to the State of Florida 457 Plan

Catch-ups- newly enrolling participants into the catch-up program

Transfers In- participants transferring money into the individual IP Plan

Transfers Out- participants transferring money out of the individual IP Plan




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Active Participants with a Balance- participants with a balance remaining as of month-end

Rollovers Out of the Plan- participants transferring all money from the State of Florida 457 Plan

Rollovers In the Plan- participants transferring money into the State of Florida457 Plan

Stops- participants that have elected to stop all deferrals in the individual IP plan

The Plan Activity Report is due to the BDC by the 10 th business day after receipt of the Monthly Value File.

21.4 PLAN AUDIT REPORT-MONTHLY (15 BD after receipt ALL MONVAL) The Plan Audit Report is created on a monthly basis by the RK from the data that isreported on the MOVAL Files that is received from each of the IPs. This report,which is due 15 business days after the receipt of the MOVAL files, reflects thetransaction activity amounts and then identifies any discrepancies between thetotal amounts data reported on the MOVAL files and the individual amounts data

that is on the MOVAL files.

The Plan Audit Report also lists the monthly participant count for each IP, and thetotal number of unique participants in the plan.

The completed Plan Audit Report is delivered to each IP to be reconciled, with adetailed explanation for any discrepancies that have been reported for the month.

21.5 PLAN AUDIT REPORT RESPONSES-MONTHLY (10 CD after receipt Plan Audit Rep)

Once the Plan Audit Report has been submitted to the IP’s, a detailed explanationof any discrepancies must be returned to the RK within 10 calendar days. The RKmust then reconcile those explanations to the discrepancies originally reported onthe Plan Audit Report. That information is then collated into the Plan Audit Report

Response, and submitted to BDC.

21.6 SCHEDULE OF PLAN ASSETS-ANNUALLYBOSP provides the RA/BDC the Schedule of Plan Assets as of June 30 th, whichIs due by July 31st.

BOSP requests and gathers the appropriate asset data from each IP to completethe Schedule of Plan Assets. The Schedule’s report will also display the number and percentages of participants that are with multiple IPs.

21.7 DISTRIBUTION REPORT-MONTHLYIPs provide a Benefit Payment file (BENPAY) to RK by the 10th business day of each

month. The RK compares the current months BENPAY file to the prior BENPAY filesto determine those participants who have Started, Stopped, or changed distributionsamounts on a monthly, quarterly, semi-annual or annual basis. This report is due toBDC by the 15th business day of the month.




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21.8 REQUIRED MINIMUM DISTRIBUTION (RMD) – (Sept 1st

& Dec 31st)

The RK determines the PARTS that will be at least 70 ½ by April 1 of the next year. Thisreport is used by the IPs to determine which participants will require an IRC RequiredMinimum Distribution. RMD report is electronically submitted to each IP.

21.9 DEFFERAL LIMIT REPORT-EACH PAY CYCLE

The Deferral Limit Report is generated by the RK after the payroll files are posted eachpay cycle. The deferral limit report is sent to BDC within 2 business day after the payrollcycle. This report advises the BDC of the participants who potentially may exceed their yearly deferral limit.

21.10 PARTICIPANT ACCOUNTS REPORTThe Participant Accounts Report is provided by the 5 th business day of each month toRA. This report provides the monthly participant count for each IP.

21.11 NAGDCA SURVEY

RK shall be responsible for assisting the BDC in completing the annual survey conducted

by the National Association of Governmental Defined Contribution Administrators, and

shall obtain information from IPs as required to complete the survey. It is the IP’sresponsibility to provide and assure the accuracy of such information.

21.12 PARTICIPANT, IP & SUNGARD RANDOM AUDIT

RK assists in the annual random audit (CPA conducted) of PART accounts to ensure thatinterest, earnings, and deferral amounts are being properly calculated and posted to

PART accounts by IPs, within a ninety-nine percent (99%) competence factor, plus or

minus five percent (5%). This audit shall also test that PART data on files of RK isconfidential and has not been made available to the marketing department of any IP.

Should such audit uncover any material pattern or question as to the accuracy of such

accounts, IP will, at the RK’s expense, allow additional audit procedures to be performed by

RK’s CPA firm to ensure PA of such accounting.

21.13 NEW ENROLLMENT LABELS (10 BD monthly) RK provides BDC on a monthly basis with a report that contains the addresses of thosenew enrollments.This file is electronically submitted to BDC and is in an excel format.

21.14 NET CHANGE ENROLLMENT REPORT (10 BD monthly) RK provides BDC on a monthly basis the Net Change of Enrollment report. The reportprovides by IP the number of centralized and non-centralized monthly new enrollmentsless withdrawals.

21.15 RANDOM PARTICIPANT LISTINGRK provides BDC annually a report that list address information for a set number of randomly picked participants that has not been reported before, from the RK data basesystem. BDC will use this report for their annual survey.




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21.16 TRANSACTION COUNT (7/1 previous year thru 6/30 current) RK provides BDC the number of transactions that were processed on the RK systemduring the fiscal year.

21.17 UNIQUE PARTICIPANT’S ADDRESSRK provides BDC a report that lists the addresses for all unique participants that have an

account balance on the RK data base system.

21.18 LOAN FILE TRANSFERSRK provides access to their FTP server to both the IP’s and BDC for the monthly loanfiles to be submitted and retrieved. The loan files are submitted by the IP before or onthe fifth business day of the month. A notification will be sent out to the IPs to verify thereceipt of the Loan files. Another notification will be sent out to BDC to advise that thefiles have been placed out on their FTP directory.

STATE OF FLORIDA DEFERRED COMPENSATION PLAN

RECORD KEEPER (RK) SERVICES

REPORT or ACTIVITY ACTIVITY PURPOSE SOURCE OFDATA

FREQUENCYof PRODUCTION

DELIVERYDEADLINE

IP=Invest Provider PA=Plan AdminRA=Records AdminRK=Record Keeper

(Point of Production)

(DeliverySchedule)

New Enrollment Labels Provides the monthly newenrollments mailingaddresses.

RK Monthly 10 bus day ofthe month

Net count of NewEnrollment report

Provides a revised count of new enrollment count for the month. Report takesthe monthly new enrollmentcount and backs out thewithdrawals count for themonth.

RK Monthly 10 bus day ofthe month

Random ParticipantListing

List of 200 randomly pickedparticipants. Reportincludes the participant'scomplete mailing addressthat is on file.

RK Annually

Transaction Count The number of transactionsprocessed on the SGsystem from 7/1 - 6/30

RK Annually

Unique Part Count Addresses

This Report list the addressfor those unique participantson file.

RK Annually




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FLDFS directory on theftp-Clearninghouse

Placing BDC files, reports,etc.on a secured server tobe retrieved.

BOSP Census fileTransfers

Retreiving and processingfiles

Loan File Transfers Hugh hasthis listedon the Filetransferstab.

Provides SOF accessto SG's web server sothat they may makechanges to their publicweb pages.



TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ........................................................................................................... 11.01 “ACCOUNT” .......................................................................................................... 11.02 “ADMINISTRATOR” ............................................................................................ 11.03 “BEFORE-TAX CONTRIBUTIONS” ................................................................... 11.04 “BENEFICIARY”................................................................................................... 11.05 “CODE” .................................................................................................................. 21.06 “COMPENSATION” .............................................................................................. 21.07 “COMPENSATION DEFERRED” ........................................................................ 31.08 “DEEMED IRA” .................................................................................................... 31.09 “DEFERRED COMPENSATION ELECTION” ................................................... 31.10 “DEPENDENT” ..................................................................................................... 31.11 “DIFFERENTIAL WAGE PAYMENT” ............................................................... 41.12 “DISTRIBUTION FORM” ..................................................................................... 41.13 “ELIGIBLE PLAN”................................................................................................ 41.14 “EMPLOYEE” ........................................................................................................ 41.15 “EMPLOYER” ....................................................................................................... 41.16 “ENROLLMENT INFORMATION FORM”......................................................... 41.17 “FRS” ...................................................................................................................... 41.18 “FRS NORMAL RETIREMENT AGE” ................................................................ 41.19 “INCLUDIBLE COMPENSATION” ..................................................................... 51.20 “INVESTMENT PRODUCTS”.............................................................................. 51.21 “INVESTMENT PROVIDER” .............................................................................. 51.22 “IRA PARTICIPANT” ........................................................................................... 6

1.23 “NORMAL RETIREMENT AGE” ........................................................................ 61.24 “PARTICIPANT” ................................................................................................... 61.25 “PARTICIPANT ACTION FORM”....................................................................... 61.26 “PLAN”................................................................................................................... 61.27 “PLAN YEAR” ....................................................................................................... 61.28 “QUALIFIED MILITARY SERVICE” ................................................................. 61.29 “REQUEST FOR DISTRIBUTION FORM” ......................................................... 61.30 “ROLLOVER CONTRIBUTIONS” ...................................................................... 61.31 “ROTH CONTRIBUTIONS” ................................................................................. 61.32 “SEPARATION FROM SERVICE” ...................................................................... 71.33 “SPOUSE” .............................................................................................................. 7

1.34 “STATE”................................................................................................................. 71.35 “TRUST AGREEMENT” ....................................................................................... 71.36 “TRUST FUND” .................................................................................................... 71.37 “TRUSTEE” ........................................................................................................... 71.38 “UNFORESEEABLE EMERGENCY”.................................................................. 7

ARTICLE II ELIGIBILITY AND PARTICIPATION................................................................... 82.01 PARTICIPATION .................................................................................................. 8

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2.02 PROCEDURE FOR AND EFFECT OF ADMISSION.......................................... 82.03 ELIGIBILITY UPON REEMPLOYMENT ........................................................... 9

ARTICLE III CONTRIBUTIONS ................................................................................................. 93.01 ELECTION TO DEFER COMPENSATION ......................................................... 93.02 CHANGE IN CONTRIBUTIONS ....................................................................... 103.03 SUSPENSION OF CONTRIBUTIONS ............................................................... 113.04 CANCELLATION OF CONTRIBUTIONS ........................................................ 113.05 MAXIMUM DEFERRAL .................................................................................... 113.06 TIMING OF CONTRIBUTIONS ......................................................................... 133.07 CORRECTION OF EXCESS DEFERRALS ....................................................... 133.08 ROLLOVER CONTRIBUTIONS ........................................................................ 133.09 TRANSFERS OF FUNDS FROM ANOTHER PLAN ........................................ 143.10 DEEMED IRA ...................................................................................................... 14

ARTICLE IV ACCOUNTS .......................................................................................................... 154.01 ESTABLISHMENT OF ACCOUNT ................................................................... 154.02 PAYMENT OF BENEFITS ................................................................................. 154.03 INVESTMENT OF ACCOUNT........................................................................... 154.04 REPORTING OF ACCOUNT .............................................................................. 15

ARTICLE V IN-SERVICE DISTRIBUTIONS ........................................................................... 165.01 ELIGIBILITY FOR DISTRIBUTION ................................................................. 165.02 DE MINIMUS DISTRIBUTION ......................................................................... 165.03 AGE 70 1/2 ........................................................................................................... 165.04 DISTRIBUTION OF ROLLOVER CONTRIBUTIONS ..................................... 165.05 DISTRIBUTION DUE TO AN UNFORESEEABLE EMERGENCY ................ 165.06 PERMISSIVE SERVICE CREDIT TRANSFERS .............................................. 17

5.07 QDRO DISTRIBUTIONS .................................................................................... 17

ARTICLE VI DISTRIBUTIONS UPON SEPARATION FROM SERVICE ............................. 186.01 ELIGIBILITY FOR DISTRIBUTION ................................................................. 186.02 FORM OF PAYMENT ......................................................................................... 186.03 REQUIRED MINIMUM DISTRIBUTIONS ....................................................... 196.04 DIRECT ROLLOVERS AND TRANSFERS ...................................................... 25

ARTICLE VII LOANS TO PARTICIPANTS ............................................................................. 277.01 LOANS ................................................................................................................. 277.02 LOAN ELIGIBILITY ........................................................................................... 27

7.03 MAXIMUM LOAN AMOUNT ........................................................................... 277.04 INTEREST RATE ................................................................................................ 277.05 OTHER LOANS ................................................................................................... 277.06 TERMS ................................................................................................................. 277.07 SECURITY FOR LOAN; DEFAULT .................................................................. 28

ARTICLE VIII DEATH BENEFITS............................................................................................ 298.01 FORM AND AMOUNT OF DEATH BENEFITS ............................................... 29

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8.02 PROOF OF DEATH AND RIGHT OF BENEFICIARY OR OTHER PERSON ............................................................................................................... 30

8.03 BENEFICIARY DESIGNATION ........................................................................ 30

ARTICLE IX CORRECTION OF ERRORS ............................................................................... 319.01 SUSPENSION OF BENEFIT PAYMENTS; ERROR CORRECTION .............. 31

ARTICLE X ELECTION CHANGES ......................................................................................... 3210.01 CHANGES BY PARTICIPANT .......................................................................... 32

ARTICLE XI INVESTMENT OF ACCOUNT ........................................................................... 3211.01 GENERAL ............................................................................................................ 3211.02 INVESTMENT DIRECTION BY PARTICIPANTS ........................................... 3211.03 DEFAULT INVESTMENT DIRECTION ........................................................... 3311.04 TRANSFER OF PREVIOUSLY DEFERRED COMPENSATION .................... 3311.05 LIABILITY FOR INVESTMENT LOSS ............................................................. 3411.06 TRANSMISSION OF INVESTMENT DIRECTIONS........................................ 34

11.07 PARTICIPANT CONTACT WITH INVESTMENT PROVIDERS ................... 3511.08 INVESTMENT ADVICE ..................................................................................... 35

ARTICLE XII ADMINISTRATION OF THE PLAN ................................................................. 3512.01 ADMINISTRATION ............................................................................................ 3512.02 SELECTION OF INVESTMENT PRODUCTS .................................................. 3612.03 MANNER OF ACTING ....................................................................................... 3612.04 STANDARD OF REVIEW .................................................................................. 3612.05 ADMINISTRATIVE COSTS ............................................................................... 36

ARTICLE XIII AMENDMENT OR TERMINATION OF THE PLAN ..................................... 36

13.01 AMENDMENT OR TERMINATION ................................................................. 36

ARTICLE XIV MANAGEMENT OF FUNDS ........................................................................... 3714.01 ASSETS HELD IN TRUST.................................................................................. 3714.02 PROTECTION AGAINST ATTACHMENT....................................................... 37

ARTICLE XV MISCELLANEOUS............................................................................................. 3715.01 NO EMPLOYMENT CONTRACT ..................................................................... 3715.02 TAX CONSEQUENCES ...................................................................................... 3715.03 RISK OF LOSS..................................................................................................... 3715.04 GENDER/HEADINGS ......................................................................................... 3815.05 APPLICABLE LAW ............................................................................................ 3815.06 CONFLICTS ......................................................................................................... 3815.07 RIGHTS NON-ASSIGNABLE ............................................................................ 3815.08 BINDING ON HEIRS .......................................................................................... 3815.09 CONTINUATION AND AMENDMENT OF EXISTING PLAN ...................... 3815.10 EFFECTIVE DATE .............................................................................................. 3915.11 PARTICIPANT RECORDS ................................................................................. 3915.12 PROCEDURE WHEN DISTRIBUTEE CANNOT BE LOCATED .................... 39

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15.13 UNCLAIMED ACCOUNTS ................................................................................ 3915.14 SETTLEMENT CHECKS .................................................................................... 39

APPENDIX A -- TRADITIONAL IRA REQUIREMENTS

APPENDIX B -- ROTH IRA REQUIREMENTSAPPENDIX C -- QDRO PROCEDURESAPPENDIX D -- DISTRIBUTION PROCESS FOR PROCEEDS RECEIVED

FROM SETTLEMENT CHECKS



STATE OF FLORIDA EMPLOYEES


The State of Florida, pursuant to Section 112.215, Florida Statutes (“F.S.”), has establishedthis State of Florida Employees Deferred Compensation Plan for the purpose of providing deferredcompensation for its eligible employees. This PLAN is a governmental plan intended to meet therequirements of Section 457(b) of the Internal Revenue Code, and, therefore, is exempt from the participation, vesting, funding, and fiduciary requirements of Title I of ERISA.

ARTICLE I

DEFINITIONS

The following definitions apply for purposes of this PLAN and Rule Chapter 69C-6,Florida Administrative Code (“F.A.C.”) unless otherwise provided for herein.

1.01 “ACCOUNT” means the bookkeeping records maintained for each

PARTICIPANT, reflecting the PARTICIPANT’S interest in the PLAN. A PARTICIPANT’SACCOUNT is comprised of various separate subaccount(s). Each PARTICIPANT’S ACCOUNTshall include a subaccount for the PARTICIPANT’S BEFORE-TAX CONTRIBUTIONS,ROLLOVER CONTRIBUTIONS, and, effective January 1, 2012, ROTH CONTRIBUTIONS.Contributions, gains, losses, and other credits or changes shall be separately allocated on areasonable and consistent basis to such subaccounts. The current value of a PARTICIPANT’SACCOUNT includes: (i) all contributions made on the PARTICIPANT’S behalf, adjusted by anyearnings or losses of the TRUST FUND (net of TRUST FUND expenses) which are allocable tothe PARTICIPANT, plus (ii) any transfers for the PARTICIPANT’S benefit; which sum isreduced by (iii) administrative charges (if any), and (iv) any distributions made to thePARTICIPANT or the PARTICIPANT’S BENEFICIARY.

1.02 “ADMINISTRATOR”» means the Chief Financial Officer of the State of Florida(the “CFO”) or such person or persons to whom the CFO, with the approval of the State Board of Administration, has delegated responsibility for the PLAN’S administration.

1.03 “BEFORE-TAX CONTRIBUTIONS” means contributions to the PLAN by aPARTICIPANT as described in Section 3.01. BEFORE-TAX CONTRIBUTIONS are notincluded in the PARTICIPANT’S gross income for federal income tax purposes at the time of contribution.

1.04 “BENEFICIARY” » means any individual, trust, estate, or other person who isdesignated, pursuant to Section 8.03, to receive the benefits payable with respect to aPARTICIPANT’S ACCOUNT upon the PARTICIPANT’S death. The ADMINISTRATOR mayrely upon a PARTICIPANT’S BENEFICIARY designations on the PARTICIPANT ACTIONFORM to identify the PARTICIPANT’S BENEFICIARIES. Once the ADMINISTRATOR hasidentified, based on the facts known to the ADMINISTRATOR at the time of identification, thePARTICIPANT’S BENEFICIARIES, and has completed payment to such BENEFICIARIES, thePLAN shall have no further obligation to any of the PARTICIPANT’S BENEFICIARIES or toany other person. In no event shall the PLAN have any obligation to locate, or make payments to,

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any individual who is subsequently determined to be a BENEFICIARY based on facts not knownto the ADMINISTRATOR at the time of distribution.

1.05 “CODE” means the Internal Revenue Code of 1986, as amended from time to time,and all applicable federal regulations issued pursuant to the CODE. Reference to a specific sectionof the CODE refers not only to that section but to any comparable section or sections of any futureCODE that amends, supplements or supersedes such section.

1.06 “COMPENSATION” » means all remuneration paid to an EMPLOYEE for services rendered to the EMPLOYER, including salary, wages, fees, commissions, bonuses, andovertime pay, that is includible in the EMPLOYEE’S gross income for the calendar year, plusamounts that would be cash compensation payable for services rendered to the EMPLOYER thatwould be includible in the EMPLOYEE’S gross income but for an election under CODE Section125, 132(f), 401(k), 403(b), or 457(b) (including an election to defer compensation under ArticleIII). In addition, if a PARTICIPANT is receiving DIFFERENTIAL WAGE PAYMENTS, thePARTICIPANT shall be treated as remaining in the employment of the EMPLOYER during the period in which DIFFERENT WAGE PAYMENTS are made, and such DIFFERENTIAL WAGEPAYMENTS shall be considered COMPENSATION under the PLAN. COMPENSATION shallalso include accumulated sick pay, accumulated vacation pay, back pay, and post-severancecompensation.

For this purpose “post-severance compensation” means all of the following payments if such payments are made by the later of 2½ months after the EMPLOYEE’S termination fromemployment or the end of the PLAN YEAR that includes the date of the EMPLOYEE’Stermination from employment:

(1) regular compensation for services during the EMPLOYEE’S regular working hours, or compensation for services outside the EMPLOYEE’S regular working

hours (such as overtime or shift differential), commissions, bonuses, or other similar payments if any of such payments would have been paid to the EMPLOYEE prior toseverance from employment if the EMPLOYEE had continued in employment with theEMPLOYER;

(2) payments for unused accrued bona fide sick, vacation or other leave, butonly if the EMPLOYEE would have been able to use the leave if employment hadcontinued;

(3) payments received from a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the EMPLOYEE at the same time if

the EMPLOYEE had continued in employment with the EMPLOYER and only to theextent the payment is includible in the EMPLOYEE’S gross income; and

(4) payments to an individual who does not currently perform services for theEMPLOYER by reason of QUALIFIED MILITARY SERVICE to the extent those payments do not exceed the amounts the individual would have received if the individualhad continued to perform services for the EMPLOYER rather than entering QUALIFIEDMILITARY SERVICE.

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1.07 “COMPENSATION DEFERRED” » or “DEFERRED COMPENSATION” meansthe amount of COMPENSATION deferred by a PARTICIPANT during any taxable year pursuantto a DEFERRED COMPENSATION ELECTION. Effective January 1, 2012, DEFERREDCOMPENSATION may consist of BEFORE-TAX CONTRIBUTIONS, ROTHCONTRIBUTIONS, or both.

1.08 “DEEMED IRA” » means an individual retirement account (“IRA”) availablethrough an INVESTMENT PROVIDER, and treated as a separate account from the ACCOUNT,into which a PARTICIPANT may make voluntary contributions pursuant to the terms of the Planafter December 31, 2002. If the IRA satisfies the requirements applicable to traditional IRAsunder CODE Section 408, the IRA is deemed to be a traditional IRA, and if the IRA satisfies therequirements applicable to Roth IRAs under CODE section 408A, the IRA is deemed to be a RothIRA.

1.09 “DEFERRED COMPENSATION ELECTION” » means the agreement pursuantto which the PARTICIPANT agrees to accept a reduction in COMPENSATION and theEMPLOYER agrees to credit the amount of such reduction to the PARTICIPANT’S ACCOUNT.

1.10 “DEPENDENT” means, for a particular PLAN YEAR, either:

(1)

(a) a child, brother, sister, stepbrother, or stepsister of thePARTICIPANT, or a descendant of any such individual, who lives in the sameresidence with the PARTICIPANT for more than six months of the PLAN YEAR;and

(b) who is younger than the PARTICIPANT, and who: (i) has not

reached age 19 as of the end of the PLAN YEAR, (ii) is a student who has notreached the age of 24 as of the end of the PLAN YEAR, or (iii) is permanently andtotally disabled at any time during the PLAN YEAR; and

(c) who has not provided more than one-half of his or her own supportduring the PLAN YEAR; or

(2)

(a) a child (or descendant), brother or sister (or stepbrother or stepsister), father or mother (or ancestor), stepmother or stepfather, niece or nephew, aunt or uncle, or in-law (father, mother, sister, brother, son, or daughter) of

the PARTICIPANT, or an individual (other than a SPOUSE) who lives in thePARTICIPANT’S principal residence, and is a member of the PARTICIPANT’Shousehold (unless the relationship violates local law); and

(b) whose gross income for the PLAN YEAR does not exceed theFederal exemption amount, as indexed for inflation ($3,700 for 2011); and

3CHIC_5334348.8



(c) who receives more than one-half of his or her support during thatPLAN YEAR from the PARTICIPANT; and

(d) who is not described in subsection (1) of this Section 1.10, above.

1.11 “DIFFERENTIAL WAGE PAYMENT” » means any payment made by theEMPLOYER to a PARTICIPANT with respect to any period during which the PARTICIPANT ison active duty in the uniformed services for a period of more than 30 days.

1.12 “DISTRIBUTION FORM” » means Form DFS-JS-1172, incorporated byreference in Rule 69C-6.003, F.A.C.,

1.13 “ELIGIBLE PLAN” » means an eligible governmental plan within the meaning of 26 CFR 1.457-2(f), as incorporated in Rule 69C-6.003(4), F.A.C.

1.14 “EMPLOYEE” » means any person who performs services for the EMPLOYER for which COMPENSATION or statutory fees are paid, whether such person is appointed, elected,

or hired pursuant to an employment contract. Notwithstanding the foregoing, an individual shallonly be treated as an EMPLOYEE if he or she is reported on the payroll records of theEMPLOYER as a common law employee. It is expressly provided that any individual who istreated as an independent contractor by the EMPLOYER and any other common-law employeenot described above is not an EMPLOYEE and is not eligible to participate in this PLAN. If anyindividual is not classified as an EMPLOYEE by the EMPLOYER and is subsequently reclassifiedas an EMPLOYEE by any governmental or regulatory authority, such individual shall nevertheless be deemed to have become an EMPLOYEE prospectively only, effective as of the date of suchreclassification (and not retroactive to the date on which he or she was found to have first becomean EMPLOYEE for any other purpose.)

1.15 “EMPLOYER” » means the State of Florida, any state agency, county,municipality, public university, or other political subdivision of the State of Florida that elects to participate in the PLAN, either collectively or individually as the context requires.

1.16 “ENROLLMENT INFORMATION FORM” » means Form DFS-J3-1164,incorporated by reference in Rule 69C-6.003, F.A.C.

1.17 “FRS” » means the Florida Retirement System.

1.18 “FRS NORMAL RETIREMENT AGE” » means the date on which thePARTICIPANT becomes eligible to receive unreduced benefits from the FRS in accordance withSection 121.021(29), F.S. A PARTICIPANT who first enrolled in the FRS prior to July 1, 2011

will qualify for unreduced benefits from the FRS upon satisfying one of the followingcriteria:

(a) Age 62 with 6 years of any FRS qualifying service;

(b) Age 62 with 6 years of Elected State and County Officers’ (ESCOC)service;

4CHIC_5334348.8



(c) Age 62 with 7 years of Senior Management Service (SMS);

(d) Age 55 with 6 years of Special Risk Service;

(e) Any age with 25 years Special Risk Service; or

(f) Any age with 30 years of any FRS service.

(2) A PARTICIPANT who first enrolled in the FRS on or after July 1, 2011will qualify for unreduced benefits from the FRS upon the earliest of:

(a) the first day of the month in which the PARTICIPANT reaches age65, if the PARTICIPANT has completed at least 8 years of Regular Class Service,Senior Management Service Class Service, or Elected Officers’ Class Service;

(b) the first day of the month following the month in which thePARTICIPANT completes 33 years of Regular Class Service, Senior Management

Service Class Service, or Elected Officers’ Class Service;

(c) the first day of the month in which the PARTICIPANT reaches age60, if the PARTICIPANT has completed at least 8 years of Special Risk ClassService;

(d) the first day of the month following the month in which thePARTICIPANT completes 30 years of Special Risk Class Service; or

(e) the first day of the month following the date on which thePARTICIPANT reaches age 57, if the PARTICIPANT has completed at least 30years of service comprised of Special Risk Class Service and up to 4 years wartimemilitary service purchased under Section 121.111, F.S.

1.19 “INCLUDIBLE COMPENSATION” » means COMPENSATION for services performed for the EMPLOYER which is currently includible in the PARTICIPANT’S grossincome for Federal income tax purposes, increased by any election under CODE Sections 125,132(f), 401(k), 403(b), or 457(b) (including an election to defer COMPENSATION under Section3.01) or any other amount excludible from the EMPLOYEE’S gross income for Federal incometax purposes. INCLUDIBLE COMPENSATION shall be determined without regard tocommunity property laws.

1.20 “INVESTMENT PRODUCTS” » means the various investment alternatives made

available from time to time for the purpose of measuring investment experience of aPARTICIPANT’S ACCOUNT.

1.21 “INVESTMENT PROVIDER” » means a company authorized by theADMINISTRATOR to issue INVESTMENT PRODUCTS to PARTICIPANTS pursuant to thisPLAN.

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1.22 “IRA PARTICIPANT” » means a PARTICIPANT who has established aDEEMED IRA.

1.23 “NORMAL RETIREMENT AGE” » means the age selected by a PARTICIPANT, provided that such age may not be earlier than the FRS NORMAL RETIREMENT AGE nor later than age 70½ If a PARTICIPANT does not select a NORMAL RETIREMENT AGE, thePARTICIPANT’S NORMAL RETIREMENT AGE shall be later of (i) the PARTICIPANT’S birth date in the calendar year following the year in which the PARTICIPANT’S SEPARATIONFROM SERVICE occurs, or (ii) the FRS NORMAL RETIREMENT AGE, provided that aPARTICIPANT’S NORMAL RETIREMENT AGE shall not be later than age 70½. In no eventmay an individual who participates in multiple ELIGIBLE PLANS of the EMPLOYER have morethan one NORMAL RETIREMENT AGE under the PLANS.

1.24 “PARTICIPANT” » means any EMPLOYEE or former EMPLOYEE who hassatisfied the requirements of Article II hereof. An individual shall be a PARTICIPANT,regardless of whether such individual remains an EMPLOYEE of the EMPLOYER, if thereremains any amounts credited to such individual’s ACCOUNT.

1.25 “PARTICIPANT ACTION FORM” » means Form DFS-J3-1163, used to initiate participation or otherwise change the status of an ACCOUNT, which is incorporated in69C-6.003(2), F.A.C.

1.26 “PLAN” » means the State of Florida Employees Deferred Compensation Planadopted in Rule 69C-6.003, F.A.C., as set forth herein, as it may be amended from time to time.

1.27 “PLAN YEAR” means the twelve month period beginning January 1 and endingDecember 31.

1.28 “QUALIFIED MILITARY SERVICE” » means service in the uniformed servicesof the United States for which an individual has reemployment rights under chapter 43 of title 38of the United States Code.

1.29 “REQUEST FOR DISTRIBUTION FORM” » means Request for Distribution (or Delayed Distribution), Form DFS-J3-1172, incorporated by reference in Rule 69C-6.003, F.A.C.

1.30 “ROLLOVER CONTRIBUTIONS” » means contributions made to the PLAN pursuant to Section 3.08.

1.31 “ROTH CONTRIBUTIONS” » means DEFERRED COMPENSATION that:

(1) the PARTICIPANT irrevocably designates as a ROTH CONTRIBUTION,and that is deferred in lieu of all or a portion of the BEFORE-TAX CONTRIBUTIONS thePARTICIPANT is otherwise eligible to defer under the PLAN;

(2) The EMPLOYER treats as includible in the PARTICIPANT’S income atthe time the PARTICIPANT otherwise would have received that amount asCOMPENSATION if the PARTICIPANT had not designated the DEFERREDCOMPENSATION as a ROTH CONTRIBUTION; and

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(3) Maintained in a separate subaccount of the PARTICIPANT’S ACCOUNT.

1.32 “SEPARATION FROM SERVICE” » means the date that is 31 days after avoluntary or involuntary termination of employment with the EMPLOYER for any reasonincluding death or disability, or for no reason; provided, however, that an approved leave of absence shall not constitute a SEPARATION FROM SERVICE. A PARTICIPANT will betreated as having incurred a SEPARATION FROM SERVICE on the date the PARTICIPANT begins performing QUALIFIED MILITARY SERVICE that is expected to last for a period of more than 30 days.

1.33 “SPOUSE” means a person of the opposite sex who is the husband or wife of aPARTICIPANT.

1.34 “STATE” » means the State of Florida, as encompassed in the description of a“state” in Section 112.215(9), F.S. The STATE includes state officers and employees, but notcontract vendors such as INVESTMENT PROVIDERS. The liability protections provided bySection 112.215(9), F.S. shall apply only to those persons included in the definition of STATE, but

shall not apply to INVESTMENT PROVIDERS and/or other vendors.

1.35 “TRUST AGREEMENT” » means the written agreement (or declaration) made byand between the EMPLOYER and the TRUSTEE pursuant to which the TRUST FUND ismaintained. If the PLAN’S assets are held in a custodial account or annuity contract within themeaning of CODE Section 401(f), then the document establishing such custodial account or suchannuity contract shall be deemed the TRUST AGREEMENT for purposes hereof.

1.36 “TRUST FUND” means the irrevocable trust fund created under and subject to theTRUST AGREEMENT. Assets held in the TRUST FUND shall be held solely for the benefit of PARTICIPANTS and BENEFICIARIES, and shall not inure to the EMPLOYER’S benefit. If the

PLAN’S assets are held in a custodial account or annuity contract within the meaning of CODESection 401(f), then such custodial account or annuity contract shall be deemed the TRUST FUNDfor purposes hereof.

1.37 “TRUSTEE” means the trustee duly appointed and currently serving under theTRUST AGREEMENT. If the PLAN’S assets are held in a custodial account or annuity contractwithin the meaning of CODE Section 401(f), then such custodian or insurance carrier shall bedeemed the TRUSTEE for purposes hereof.

1.38 “UNFORESEEABLE EMERGENCY” 1 means a severe financial hardship to thePARTICIPANT resulting from:

(1) an illness or accident of the PARTICIPANT, the PARTICIPANT’SSPOUSE, or PARTICIPANT’S DEPENDENT;

1 Tom – Please review this definition of Unforeseeable Emergency. In order to restrict the administrator’sdiscretion, we limited Unforeseeable Emergencies to circumstances listed above. If you would like to add flexibility,we could add “other similar extraordinary and unforeseeable circumstances arising as a result of events beyond thecontrol of the PARTICIPANT”.

7CHIC_5334348.8



(2) loss of the PARTICIPANT’S property due to casualty (including the needto rebuild a home following damage to a home not otherwise covered by homeowner’sinsurance);

(3) the need to pay for the funeral expenses (including travel expenses) of thePARTICIPANT’S SPOUSE or DEPENDENT;

(4) the imminent foreclosure or eviction from the PARTICIPANT’S primaryresidence; or

(5) the need to pay for medical expenses, including non-refundable deductiblesand travel expenses, as well as for the cost of prescription drug medication.

(6) In addition, an “Unforeseeable Emergency” will include the followingextraordinary and unforeseeable circumstances which may arise as a result of events beyond the control of the PARTICIPANT:

(a) Loss of income due to the unexpected termination of employment of the PARTICIPANT’S SPOUSE;

(b) Unexpected loss of child support payments to support a dependentchild; and

(c) Entry of a minor relative, or ward into the PARTICIPANT’Shousehold due to death, illness, or incarceration of the minor’s parent or guardian.

(d) The declaration of an emergency by the STATE’S Governor as aresult of a natural disaster, provided such natural disaster creates an unforeseeablefinancial emergency for the PARTICIPANT, and the PARTICIPANT certifies, inwriting, as to the existence of such UNFORESEEABLE EMERGENCY. Providedsuch requirements are satisfied, the ADMINISTRATOR shall authorize anUNFORESEEABLE EMERGENCY withdrawal not exceeding $2,500 withoutfurther evidence of loss.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.01 Participation. An EMPLOYEE may elect to participate in this PLAN by enteringinto a DEFERRED COMPENSATION ELECTION authorizing the EMPLOYER to reduce such

EMPLOYEE’S COMPENSATION by a specific amount. An EMPLOYEE shall become aPARTICIPANT upon the ADMINISTRATOR’S acceptance and approval of such individual’sDEFERRED COMPENSATION ELECTION.

2.02 Procedure for and Effect of Admission. An EMPLOYEE may enter into aDEFERRED COMPENSATION ELECTION by (i) filing a PARTICIPANT ACTION FORMand an ENROLLMENT INFORMATION FORM (or through telephone or internet enrollment bywhich substantially equivalent information is collected) with his or her INVESTMENT

8CHIC_5334348.8



PROVIDER, or (ii) in accordance with the automatic enrollment provisions contained in Section3.01. The ADMINISTRATOR reserves the right to reject any DEFERRED COMPENSATIONELECTION which is not submitted in compliance with this PLAN.

2.03 Eligibility Upon Reemployment. A PARTICIPANT who severs employment andis later re-employed with the EMPLOYER as an EMPLOYEE shall become a PARTICIPANT inaccordance with the requirements of this Article II and Section 3.01.

ARTICLE III

CONTRIBUTIONS

3.01 Election to Defer Compensation.

(1) The Deferred Compensation Election completed by an EMPLOYEEelecting to participate in this PLAN shall authorize the Employee’s EMPLOYER to reducethe EMPLOYEE’S COMPENSATION by the amount of DEFERRED COMPENSATION

elected by the Employee (up to a maximum of 80% of the Employee’sCOMPENSATION), subject to the limitations and conditions of Section 3.05. TheADMINISTRATOR may establish a minimum deferral amount and may change suchminimum from time to time. 2 A DEFERRED COMPENSATION ELECTION shall not be binding upon the EMPLOYER until accepted and approved by theADMINISTRATOR. A new Employee’s DEFERRED COMPENSATION ELECTIONwill be effective as of the EMPLOYEE’S initial calendar month of employment if theDEFERRED COMPENSATION ELECTION is entered into, and accepted and approved by the ADMINISTRATOR, on or before the first day on which the EMPLOYEE performsservices for the EMPLOYER. Otherwise, except as provided in Section 3.01(2) below, theEMPLOYEE’S DEFERRED COMPENSATION ELECTION will be effective as soon as

administratively practicable, but not earlier than the first day of the month following thedate on which the EMPLOYEE enters into the DEFERRED COMPENSATIONELECTION, and it is accepted and approved by the ADMINISTRATOR.

(2) Deemed Election of Before-Tax Contributions.

(a) Effective Date. This Section 3.01(2) shall be effective on the later to occur of (i) January 1, 2012, or (ii) the January 1 next following the date onwhich the automatic contribution arrangement set forth in this Section 3.01(2) isapproved by the Florida Legislature (the “EFFECTIVE DATE”). The FloridaLegislature will designate which EMPLOYEES are subject to the deemed election

contained in this Section 3.01(2) (the “DESIGNATED EMPLOYEES”) and theamount of COMPENSATION which will be contributed pursuant to the deemedelection.

2 Tom – This language gives the Plan administrator discretion to establish a minimum deferral amount.Alternatively, a specific minimum amount should be used to avoid the need to administer very small payrollwithdrawals . For example, $200 is the minimum amount that must be allowed to be rolled over to other plans, so thatmight be an option.

9CHIC_5334348.8



(b) Automatic Election for DESIGNATED EMPLOYEES.DESIGNATED EMPLOYEES who are eligible to participate in the PLAN shall bedeemed to have initially elected to make BEFORE-TAX CONTRIBUTIONS at therate established by the Florida Legislature, regardless of whether theDESIGNATED EMPLOYEE completes a DEFERRED COMPENSATION

ELECTION. Such automatic election shall be effective at the time established bythe Florida Legislature. A DESIGNATED EMPLOYEE may prevent theautomatic election described herein from taking effect by making an affirmativeelection pursuant to subsection (1), above, by designating a different rate of BEFORE-TAX CONTRIBUTIONS and/or ROTH CONTRIBUTIONS (whichrate may be zero). Such affirmative election must be made within the firstforty-five (45) days (or such other period designated by the Florida Legislature)after the DESIGNATED EMPLOYEE becomes eligible to participate in thePLAN.3

(c) Automatic Increases. The automatic election described above may be increased each year in such manner and by such amounts as are determined bythe Florida Legislature.

(d) Notice. Each DESIGNATED EMPLOYEE to whom thissubsection (2) applies shall receive an initial notice explaining the PLAN’Sautomatic enrollment provisions, and explaining the DESIGNATEDEMPLOYEE’S right to elect not to have automatic BEFORE-TAXCONTRIBUTIONS made or to alter the amount of his or her BEFORE-TAXCONTRIBUTIONS and/or ROTH CONTRIBUTIONS. The notice shall alsoinclude the procedure for exercising those rights and the timing for implementingsuch an election. Each DESIGNATED EMPLOYEE shall receive such initialnotice at the time the individual first becomes eligible to participate in the PLAN.

Thereafter, within a reasonable time prior to the start of the next PLAN YEAR,each DESIGNATED EMPLOYEE shall receive a notice of the percentage of automatic BEFORE-TAX CONTRIBUTIONS, and of his or her right to change the percentage of, or to cease making BEFORE-TAX CONTRIBUTIONS altogether,for such subsequent PLAN YEAR. This annual notice shall also include the procedure for exercising those rights and the timing for implementing such anelection.

3.02 Change in Contributions. Notwithstanding anything to the contrary contained inSection 3.01(2), a PARTICIPANT may change his or her DEFERRED COMPENSATIONelection under Section 3.01 at any time by filing a PARTICIPANT ACTION FORM (or through a

telephone or internet-based service if substantially equivalent information is provided) with thePARTICIPANT’S INVESTMENT PROVIDER. The revised DEFERRED COMPENSATIONelection will be effective as soon as administratively practicable but not earlier than the first day of the month following the date on which the PARTICIPANT files the PARTICIPANT ACTIONFORM (or acts through a telephone or internet-based service) with the INVESTMENTPROVIDER.

3 Note - these revisions take into account any specific requirements that the legislature may mandate.

10CHIC_5334348.8



3.03 Suspension of Contributions.

(1) A PARTICIPANT may suspend his or her DEFERREDCOMPENSATION election at any time by filing a revised PARTICIPANT ACTIONFORM with his or her INVESTMENT PROVIDER. The suspension shall becomeeffective as soon as administratively practicable but not earlier than the first pay periodcommencing fifteen (15) days after the ADMINISTRATOR receives the revisedPARTICIPANT ACTION FORM. A PARTICIPANT’S election to defer COMPENSATION shall be automatically suspended if the PARTICIPANT receives adistribution due to an UNFORESEEABLE EMERGENCY. If a PARTICIPANT who isdeemed to have incurred a SEPARATION FROM SERVICE due to performingQUALIFIED MILITARY SERVICE elects to receive a distribution from his or her ACCOUNT, the PARTICIPANT will be prohibited from making BEFORE-TAXCONTRIBUTIONS and/or ROTH CONTRIBUTIONS to the PLAN and all other plans of the EMPLOYER for a period of six months beginning on the date of the distribution to thePARTICIPANT.

(2) Except as provided in subsection (1) above, A PARTICIPANT who hassuspended his or her DEFERRED COMPENSATION election may elect to resumeDEFERRED COMPENSATION contributions in accordance with Section 3.01.

3.04 Cancellation of Contributions. An EMPLOYEE may prevent any election to defer COMPENSATION as described in Section 3.01 from taking effect by submitting a written requestto void the election to defer COMPENSATION to the applicable INVESTMENT PROVIDER(s).Alternately, an EMPLOYEE may verbally request that the INVESTMENT PROVIDER void theEMPLOYEE’S election to defer COMPENSATION, if written confirmation of that request is provided to the ADMINISTRATOR within seven (7) days of the verbal request. AnEMPLOYEE’S request to void an election to defer COMPENSATION must be made not later

than 15 calendar days after the date on which the PARTICIPANT entered in the DEFERREDCOMPENSATION ELECTION, signed the PARTICIPANT ACTION FORM (or 15 calendar days after application via telephone or internet), or was deemed to elect to make BEFORE-TAXCONTRIBUTIONS pursuant to Section 3.01(2), and must be made before any COMPENSATIONhas been deferred under such election.

3.05 Maximum Deferral.

(1) Primary Limitation. Except as otherwise provided in this Section 3.05, themaximum amount of COMPENSATION that may be deferred pursuant to Section 3.01 on behalf of any PARTICIPANT in a taxable year, other than by means of a rollover or

transfer, shall not exceed the lesser of: (1) $16,500 (as adjusted for cost-of-living under CODE Section 457(e)(15)(B)), or (2) 100% of the PARTICIPANT’S INCLUDIBLECOMPENSATION for the taxable year.

(2) Age 50 Catch-Up Contributions. A PARTICIPANT who is eligible to defer COMPENSATION under this PLAN and who has attained age 50 before the close of thetaxable year shall be eligible to make catch-up contributions, up to the maximum age 50catch-up contribution for the year of $5,500 (as adjusted for cost-of-living to the extent

11CHIC_5334348.8



provided under CODE Section 414(v)). The age 50 catch-up contribution provided in thissubsection (2) shall not apply for any taxable year for which a higher limitation appliesunder subsection (3).

(3) Standard Catch-Up Limitation. If the applicable calendar year is one of aPARTICIPANT’S last 3 calendar years prior to the calendar year in which thePARTICIPANT will attain NORMAL RETIREMENT AGE and the amount determinedunder this Section 3.05(3) exceeds the amount computed under Sections 3.05(1) and3.05(2), a PARTICIPANT may elect to have DEFERRED COMPENSATION contributedto the PLAN in an amount not to exceed the lesser of:

(a) Twice the applicable dollar amount set forth in CODE Section457(e)(15) for such year (For 2011, the applicable dollar limit is $16,500 (adjustedfor cost of living under CODE Section 457(e)(15)(B) for future years)); or

(b) The amount of the “UNDERUTILIZED LIMITATION” for thePARTICIPANT’S taxable year.

For purposes of this paragraph, the UNDERUTILIZED LIMITATION with respect to aPARTICIPANT shall be equal to the sum of:

(1) the PARTICIPANT’S contribution limitation as set forth inSection 3.05(1) for such taxable year, and

(2) the sum of:

(a) An amount equal to (A) the aggregate limit under paragraph (1) for the current year plus each prior calendar year

beginning after December 31, 2001 during which thePARTICIPANT was an EMPLOYEE eligible to participate in anELIGIBLE PLAN, minus (B) the aggregate amount of COMPENSATION that the PARTICIPANT deferred under thePLAN during such years, plus

(b) An amount equal to (A) the aggregate limit referredto in Section 457(b)(2) of the CODE for each prior calendar year beginning after December 31, 1978 and before January 1, 2002during which the PARTICIPANT was an EMPLOYEE eligible to participate in an ELIGIBLE PLAN (determined without regard tosubsections (3)(a) and (3)(b)), minus (B) the aggregatecontributions to Pre-2002 Coordination Plans for such years. For purposes hereof, “contributions to Pre-2002 Coordination Plans”means any employer contribution, salary reduction or electivecontribution under any other ELIGIBLE PLAN, or a salaryreduction or elective contribution under any CODE Section 401(k) plan, CODE Section 402(h)(1)(B) simplified employee pension(SARSEP), CODE Section 403(b) annuity contract, CODE Section408(p) simple retirement account, or under any plan for which a

12CHIC_5334348.8



deduction is allowed because of a contribution to an organizationdescribed in CODE Section 501(c)(18), including plans,arrangements or accounts maintained by the EMPLOYER or anyemployer for whom the PARTICIPANT performed services.However, the contributions for any calendar year are only taken into

account for purposes hereof to the extent the total of suchcontributions does not exceed the aggregate limit referred to inCODE Section 457(b)(2) for that year.

A PARTICIPANT may only apply the Standard Catch-Up Limitation described above inconsecutive years, regardless of whether the full amount of the limitation is utilized, the limitationis utilized for all three years, or the PARTICIPANT rejoins the PLAN or joins a new plan of theEMPLOYER.

(4) Coordination with Other Plans. If a PARTICIPANT is or has been a participant in one or more other ELIGIBLE PLANS, then this PLAN and all such other plans shall be considered as one plan for purposes of applying the limitations described inthis Section 3.05. For this purpose, the ADMINISTRATOR shall take into account anyother such ELIGIBLE PLAN maintained by the EMPLOYER and shall also take intoaccount any other such ELIGIBLE PLAN for which the ADMINISTRATOR receivesfrom the PARTICIPANT sufficient information concerning the PARTICIPANT’S participation in such other ELIGIBLE PLAN.

3.06 Timing of Contributions. All DEFERRED COMPENSATION shall be credited toPARTICIPANTS’ ACCOUNTS as soon as practicable and reasonable for the proper administration of the PARTICIPANT’S ACCOUNT. In no case, however, shall DEFERREDCOMPENSATION be credited to PARTICIPANTS’ ACCOUNTS later than fifteen business daysafter the end of the month in which such DEFERRED COMPENSATION otherwise would have

been paid to the PARTICIPANT absent participation in this PLAN.

3.07 Correction of Excess Deferrals. Subject to the provisions of Article IX, if theamount of COMPENSATION deferred on behalf of a PARTICIPANT for any calendar year exceeds the limitations described in Section 3.05, then the excess DEFERREDCOMPENSATION, along with allocable net income on such DEFERRED COMPENSATIONdetermined through the end of the PLAN YEAR to which the deferral relates, shall be distributedto the PARTICIPANT as soon as administratively practicable after the ADMINISTRATOR determines that the deferral exceeded the applicable limits described in Section 3.05.

3.08 Rollover Contributions.

(1) A PARTICIPANT who is an EMPLOYEE may rollover to the PLAN all or part of his interest in an ELIGIBLE RETIREMENT PLAN, as defined in Section 6.04(d), but only if the following requirements are met:

(a) With respect to ROLLOVER CONTRIBUTIONS made prior toJanuary 1, 2012, the amount rolled over does not include any amounts contributed by the PARTICIPANT on an after-tax basis;

13CHIC_5334348.8



(b) The rollover is in the form of cash; and

(c) The distribution is an “eligible rollover distribution”. An eligiblerollover distribution is any distribution of all or any portion of a participant’s benefit under an ELIGIBLE RETIREMENT PLAN, as defined in Section6.04(1)(c), except that an eligible rollover distribution does not include:

(1) any installment payment for a period of 10 years of more;

(2) any distribution made as a result of an unforeseeableemergency or other distribution which is made upon hardship of theemployee; or

(3) the portion of the distribution that is a required minimumdistribution under Section 401(a)(9) of the CODE.

(2) Any amounts transferred from a PLAN described in Section 3.08(1) shall

be separately accounted for in the ROLLOVER CONTRIBUTIONS subaccount of thePARTICIPANT’S ACCOUNT. If the ROLLOVER CONTRIBUTION is from a PLANthat is not an eligible governmental CODE Section 457(b) plan, such ROLLOVER CONTRIBUTIONS shall be maintained in a separate subaccount and not commingledwith any ROLLOVER CONTRIBUTIONS from an eligible governmental CODE Section457(b) plan.

3.09 Transfers of Funds from Another Plan. A PARTICIPANT who is a participant inanother ELIGIBLE PLAN is permitted to transfer assets to the PLAN as provided in this Section3.09. Such a transfer is permitted only if the other plan provides for the direct transfer of eachPARTICIPANT’S interest therein to the PLAN and such transfer is in cash. The

ADMINISTRATOR may require such documentation as it deems necessary to confirm that anysuch plan-to-plan transfer is in compliance with law and that the other plan is an ELIGIBLEPLAN. The amount so transferred shall be credited to the PARTICIPANT’S ACCOUNT andshall be held, accounted for, administered and otherwise treated in the same manner asCOMPENSATION deferred by the PARTICIPANT under the PLAN, except that the transferredamount shall not be considered COMPENSATION deferred under the PLAN in determining themaximum deferral under Section 3.05.

3.10 DEEMED IRA.

(1) Effective Date. This Section 3.10 shall be effective on the date on which itis approved by the ADMINISTRATOR, subject to any further approvals that may berequired.

(2) Deemed IRA. Effective as of the date designated by theADMINISTRATOR, each PARTICIPANT may make contributions through the PLAN toa DEEMED IRA established by the PARTICIPANT, provided that such contributions are permitted by the INVESTMENT PROVIDER. DEEMED IRAs established pursuant tothis Section shall satisfy the applicable requirements of CODE Sections 408 and 408A, as

14CHIC_5334348.8



incorporated by reference in Rule 69C-6.003, F.A.C. These requirements are explained ingreater detail in Appendices A and B.

(3) Separate Accounts. Each INVESTMENT PROVIDER shall establish aseparate account for each IRA PARTICIPANT’S traditional DEEMED IRA and/or RothDEEMED IRA contributions, and for any earnings properly allocable to thosecontributions. The INVESTMENT PROVIDER shall maintain separate recordkeepingwith respect to each such DEEMED IRA. In addition, DEEMED IRAs shall be held intrust separate from the TRUST FUND established under the PLAN. For each PLAN Year,the trustee of a DEEMED IRA shall provide the IRA PARTICIPANT with any legallyrequired reports concerning the status of a DEEMED IRA, and any required minimumdistributions.

(4) Exclusive Benefit. The DEEMED IRA is established for the exclusive benefit of the IRA PARTICIPANT or his or her BENEFICIARIES. The interest of an IRAPARTICIPANT in the balance in his or her DEEMED IRA is nonforfeitable at all times.

(5) Reporting Requirements. Each INVESTMENT PROVIDER shall besubject to the reporting requirements of CODE Section 408(i), as incorporated by referencein Rule 69C-6.003, F.A.C., with respect to all DEEMED IRAs that are established andmaintained by the INVESTMENT PROVIDER under the PLAN.

ARTICLE IV

ACCOUNTS

4.01 Establishment of Account. The ADMINISTRATOR shall establish and maintainan ACCOUNT in the name of each PARTICIPANT. The ACCOUNT shall reflect DEFERRED

COMPENSATION credited to the PARTICIPANT’S account by the ADMINISTRATOR, as wellas any amounts debited to such PARTICIPANT’S ACCOUNT pursuant to the terms of the PLAN.The ADMINISTRATOR may also use any other information deemed necessary to administer suchACCOUNTS.

4.02 Payment of Benefits. A PARTICIPANT’S ACCOUNT shall be the basis of determining the benefits payable to the PARTICIPANT pursuant to Articles V, VI, and VIII.

4.03 Investment of Account. The cash value of the PARTICIPANT’S ACCOUNTSshall depend upon the performance of the INVESTMENT PRODUCTS selected by thePARTICIPANT pursuant to Article XI.

4.04 Reporting of Account. A report of the status of a PARTICIPANT’S ACCOUNTand any ACCOUNT activity shall be furnished by the applicable INVESTMENT PROVIDERS toPARTICIPANTS on a quarterly basis. All reports shall show, as of the reporting date, the cashvalue of a PARTICIPANT’S ACCOUNT and any other account information required by industrystandards.

15CHIC_5334348.8



ARTICLE V

IN-SERVICE DISTRIBUTIONS

5.01 Eligibility for Distribution. Except as otherwise provided in this Article V, aPARTICIPANT may not receive a distribution or his or her ACCOUNT before thePARTICIPANT incurs a SEPARATION FROM SERVICE.

5.02 De Minimus Distribution. A PARTICIPANT may elect to receive an in-servicedistribution of his or her entire ACCOUNT if the following requirements are met:

(1) The total amount of the PARTICIPANT’S ACCOUNT (disregardingROLLOVER CONTRIBUTIONS) does not exceed $5,000;

(2) The PARTICIPANT has not previously received an in-service distributionof the PARTICIPANT’S ACCOUNT under this Section 5.02; and

(3) No amounts have been deferred under the PLAN with respect to thePARTICIPANT during the two-year period ending on the date of the in-servicedistribution.

5.03 Age 70 1/2. A PARTICIPANT who is still employed by the EMPLOYER and hasattained age 70 ½ may elect to withdraw all or any part of his or her ACCOUNT.

5.04 Distribution of Rollover Contributions. If a PARTICIPANT has a separatesub-Account attributable to ROLLOVER CONTRIBUTIONS, the PARTICIPANT may elect towithdraw all or any part of such sub-ACCOUNT at any time.

5.05 Distribution due to an UNFORESEEABLE EMERGENCY.

(1) A PARTICIPANT who is employed by the EMPLOYER may request awithdrawal of all or part of his or her ACCOUNT due to the occurrence of anUNFORESEEABLE EMERGENCY. Such request must be submitted in writing to theADMINISTRATOR on Form DFFS-JS-1171, Request for Unforeseeable EmergencyWithdrawal, incorporated by reference in Rule 69C-6.003, F.A.C. The request must beaccompanied by evidence demonstrating that the circumstances qualifying as anUNFORESEEABLE EMERGENCY. Except as specifically provided otherwise, theADMINISTRATOR shall require medical or other relevant evidence demonstrating theexistence of the UNFORESEEABLE EMERGENCY and the amount needed to addressthe UNFORESEEABLE EMERGENCY.

(2) A PARTICIPANT may not receive a distribution on account of anUNFORESEEABLE EMERGENCY if the UNFORESEEABLE EMERGENCY is or may be relieved:

(a) through reimbursement or compensation by insurance or otherwise;

16CHIC_5334348.8



(b) by liquidation of the PARTICIPANT’S assets, to the extent theliquidation of such assets would not itself cause severe financial hardship; or

(c) by cessation of deferrals under the PLAN.

(3) The amount of the withdrawal may not exceed the amount of thePARTICIPANT’S financial need, including any amounts necessary to pay any federal,state, or local taxes and any amounts necessary to pay any penalties reasonably anticipatedto result from the distribution.

(4) In the event a PARTICIPANT receives a distribution under this Section5.05, such PARTICIPANT’S DEFERRED COMPENSATION election shall beautomatically suspended until reinstated by the PARTICIPANT.

5.06 Permissive Service Credit Transfers.

(1) If a PARTICIPANT also participates in a tax-qualified defined benefit plan

maintained by a governmental EMPLOYER that will accept a plan-to-plan transfer of thePARTICIPANT ACCOUNT, then the PARTICIPANT may elect to have any portion of his or her ACCOUNT transferred to such defined benefit plan. A PARTICIPANT mayelect such a plan-to-plan transfer only if the purpose of the transfer is to purchase permissive service credit under the receiving defined benefit plan.

(2) A plan-to-plan transfer carried out pursuant to this Section 5.06 must becompleted before the PARTICIPANT has terminated his or her employment with theEMPLOYER.

5.07 QDRO Distributions.

(1) If required under a “qualified domestic relations order” (“QDRO”), as suchorder is defined in CODE Section 414(p), incorporated by reference in Rule 69C-6.003,F.A.C., any portion of a PARTICIPANT’S benefits may be paid to (or a portion of aPARTICIPANT’S ACCOUNT may be set aside for the benefit of) the PARTICIPANT’SSPOUSE, former SPOUSE, or other COURT APPOINTED PAYEE (as such term isdefined in Appendix C). Such payment shall be made without regard to whether thePARTICIPANT is eligible for a distribution of benefits. This Section 5.07 shall beadministered in accordance with CODE Section 414(p), incorporated by reference in Rule69C-6.003, F.A.C.

(2) A domestic relations order that otherwise satisfies the requirements of

CODE Section 414(p) shall not fail to be a QDRO: (i) solely because the order is issuedafter, or revises, another domestic relations order or QDRO; or (ii) solely because of thetime at which the order is issued, including issuance after the PARTICIPANT’S death.Any such domestic relations order shall be subject to the same requirements and protections that apply to QDROs.

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(3) The procedure for determining the status of any court decree or domesticrelations order as a QDRO and for distributing a PARTICIPANT’S ACCOUNT pursuantto such order is set forth in Appendix C.

ARTICLE VI

DISTRIBUTIONS UPON SEPARATION FROM SERVICE

6.01 Eligibility for Distribution. A PARTICIPANT may elect to commence distributionof benefits at any time after the date on which the PARTICIPANT incurred a SEPARATIONFROM SERVICE. Notwithstanding the foregoing, the distribution date selected by thePARTICIPANT may be no later than (i) December 31 of the calendar year in which thePARTICIPANT reaches age 70 ½, or (ii) 30 days after the PARTICIPANT’S SEPARATIONFROM SERVICE, whichever is later. To elect a distribution, the PARTICIPANT must submit aDISTRIBUTION FORM to each INVESTMENT PROVIDER in which the PARTICIPANT’SACCOUNT is invested. PARTICIPANTS whose ACCOUNT is invested with multipleINVESTMENT PROVIDERS may elect to have a different payment method for each

INVESTMENT PROVIDER. If a PARTICIPANT fails to make an election to commence benefitsunder this Section 6.01, distribution shall be made in accordance with the minimum distributionrequirements set forth in Section 6.03.

6.02 Form of Payment.

(1) Election. A PARTICIPANT or BENEFICIARY may elect the form of distribution of his or her ACCOUNT at any time before his or her benefits begin bysubmitting a REQUEST FOR DISTRIBUTION FORM to each INVESTMENTPROVIDER. In addition, a PARTICIPANT or BENEFICIARY may revoke that election,with or without a new election for distribution of his or her ACCOUNT, by submitting a

REQUEST FOR DISTRIBUTION FORM to each INVESTMENT PROVIDER.

(2) Change of Election.

(a) If a PARTICIPANT has received a portion of his or her ACCOUNT, any change in distribution option shall operate prospectively only.

(b) Any item that is not completed in a revised REQUEST FOR DISTRIBUTION FORM shall have no effect on that item as stated in theimmediate prior REQUEST FOR DISTRIBUTION FORM.

(3) Form. Subject to the required minimum distribution rules contained inSection 6.03, in the event a PARTICIPANT incurs a SEPARATION FROM SERVICE,the PARTICIPANT’S PLAN benefits will be distributed in one or any combination of thefollowing forms of payment, as elected by the PARTICIPANT, provided that suchdistribution option is permitted by the INVESTMENT PRODUCT(S) in which thePARTICIPANT’S ACCOUNT is invested:

(a) Fixed Benefit Payment Over Anticipated Period of Years. APARTICIPANT may elect to have equal benefit payments made until his or her

18CHIC_5334348.8



ACCOUNT is exhausted. Under this option, a PARTICIPANT designates theamount of each benefit payment to be paid over an anticipated period of years. If investment yield is higher than expected, payments of the PARTICIPANT’SACCOUNT will exceed the anticipated period of years; if the investment yield islower than expected, the ACCOUNT will be exhausted prior to expiration of the

anticipated period of years.

(b) Single-Life Annuity. A PARTICIPANT may elect to receiveactuarially determined benefit payments of his or her ACCOUNT for as long as thePARTICIPANT lives. Under this option, the PARTICIPANT’S SPOUSE or other BENEFICIARY will not receive any payments after the PARTICIPANT’S death.

(c) Life Annuity with Guaranteed Payments. A PARTICIPANT mayelect to receive reduced benefit payments from his or her ACCOUNT for as long ashe or she lives. If, however, the PARTICIPANT dies prior to the expiration of aguaranteed number of years (as selected by the PARTICIPANT), thePARTICIPANT’S BENEFICIARY will receive payments after thePARTICIPANT’S death until the guaranteed payment period has expired.

(d) Joint and Survivor Annuity. A PARTICIPANT may elect to receivea reduced benefit payments from his or her ACCOUNT for as long as he or shelives and, after the PARTICIPANT’S death, a portion of those benefit paymentswill be payable to the PARTICIPANT’S surviving SPOUSE during the SPOUSE’Slifetime. If the PARTICIPANT’S SPOUSE is not alive at the time benefits are tocommence, the PARTICIPANT’S election of this option shall be null and void.

(e) Lump Sum. A PARTICIPANT may elect to receive a distributionof his or her ACCOUNT in a single cash payment.

(f) Other. A PARTICIPANT may elect to receive a distribution of hisor her ACCOUNT in any other distribution form permitted by the INVESTMENTPRODUCT(S) in which the PARTICIPANT’S ACCOUNT is invested.

(4) Account Balances of $1,000 or less. Notwithstanding anything in thisPLAN to the contrary, if the PARTICIPANT’S ACCOUNT does not exceed $1,000, thenupon the PARTICIPANT’S SEPARATION FROM SERVICE, payment shall be made tothe PARTICIPANT (or to the PARTICIPANT’S BENEFICIARY if the PARTICIPANTis deceased) in a lump sum equal to the PARTICIPANT’S ACCOUNT on the date that payments commence under Section 6.01.

6.03 Required Minimum Distributions.

(1) General. The provisions of this Section 6.03 will apply for purposes of determining required minimum distributions and will take precedence over anyinconsistent provisions of the PLAN. This Section 6.03 shall not be interpreted to provideany additional options to the recipient with respect to the form or timing of payment beyond the other provisions of the PLAN, except as necessary to comply with theminimum requirements. All PLAN distributions will be determined and made in

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accordance with the Treasury regulations under CODE Section 401(a)(9), incorporated byreference in Rule 69C-6.003, F.A.C.

(2) Definitions. The following words and phrases when used in this Section6.03 shall, unless the context clearly indicates otherwise, have the following respectivemeanings, which meanings shall not apply to other Sections of the PLAN unlessspecifically referred to or clearly intended by their usage therein.

(a) Designated Beneficiary. The designated beneficiary for purposes of this Section 6.03 is the individual who is a BENEFICIARY under the PLAN andwho is the designated beneficiary under CODE Section 401(a)(9) and Section1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(b) Distribution Calendar Year. A distribution calendar year is acalendar year for which a minimum distribution is required. For distributions beginning before the PARTICIPANT’S death, the first distribution calendar year isthe calendar year immediately preceding the calendar year which contains the

PARTICIPANT’S required beginning date. For distributions beginning after thePARTICIPANT’S death, the first distribution calendar year is the calendar year inwhich distributions are required to begin under subsection (3). The requiredminimum distribution for the PARTICIPANT’S first distribution calendar year will be made on or before the PARTICIPANT’S required beginning date. The requiredminimum distribution for other distribution calendar years, including the requiredminimum distribution for the distribution calendar year in which thePARTICIPANT’S required beginning date occurs, will be made on or beforeDecember 31 of that distribution calendar year.

(c) Life Expectancy. Life expectancy means the value computed by use

of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(d) Participant’s Account Balance. The PARTICIPANT’S account balance is the account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (the “valuation calendar year”) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuationcalendar year after the valuation date. The account balance for the valuationcalendar year includes any amounts rolled over or transferred to the PLAN either inthe valuation calendar year or in the distribution calendar year if distributed or

transferred in the valuation calendar year.

(e) Required Beginning Date. The April 1 following the calendar year in which a PARTICIPANT attains age 70½ or terminates employment, whichever is later.

(3) Time and Manner of Distribution. The PARTICIPANT’S entire interestwill be distributed, or begin to be distributed, to the PARTICIPANT no later than the

20CHIC_5334348.8



PARTICIPANT’S required beginning date. If the PARTICIPANT dies beforedistributions begin, the PARTICIPANT’S entire interest will be distributed, or begin to bedistributed, no later than as follows:

(a) If the PARTICIPANT’S surviving SPOUSE is thePARTICIPANT’S sole designated beneficiary, then distributions to the survivingSPOUSE will begin by December 31 of the calendar year immediately followingthe calendar year in which the PARTICIPANT died, or by December 31 of thecalendar year in which the PARTICIPANT would have attained age seventy andone-half (70½), if later.

(b) If the PARTICIPANT’S surviving SPOUSE is not thePARTICIPANT’S sole designated beneficiary, then distributions to eachdesignated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the PARTICIPANT died.

(c) If there is no designated beneficiary as of September 30 of the year

following the year of the PARTICIPANT’S death, the PARTICIPANT’S entireinterest will be distributed by December 31 of the calendar year containing the fifthanniversary of the PARTICIPANT’S death.

(d) If the PARTICIPANT’S surviving SPOUSE is thePARTICIPANT’S sole designated beneficiary and the surviving SPOUSE diesafter the PARTICIPANT but before distributions to the surviving SPOUSE begin,subparagraphs (b) and (c) will apply as if the surviving SPOUSE were thePARTICIPANT.

(e) Unless subparagraph (d) applies, distributions are considered to

begin on the PARTICIPANT’S required beginning date. If subparagraph (d)applies, distributions are considered to begin on the date distributions are requiredto begin to the surviving SPOUSE under subparagraph (a). If distributions under an annuity purchased from an insurance company irrevocably commence to thePARTICIPANT before the PARTICIPANT’S required beginning date (or to thePARTICIPANT’S surviving SPOUSE before the date distributions are required to begin to the surviving SPOUSE under subparagraph (a)), the date distributions areconsidered to begin is the date distributions actually commence.

(4) Forms of Distribution. Unless the PARTICIPANT’S interest is distributedin the form of an annuity purchased from an insurance company or in a single sum on or

before the required beginning date, as of the first distribution calendar year distributionswill be made in accordance with the rules regarding required minimum distributions duringthe PARTICIPANT’S lifetime and after the PARTICIPANT’S death, as applicable. If thePARTICIPANT’S interest is distributed in the form of an annuity purchased from aninsurance company, distributions thereunder will be made in accordance with therequirements of CODE Section 401(a)(9) and the Treasury regulations.

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(5) Required Minimum Distributions During Participant’s Lifetime. Duringthe PARTICIPANT’S lifetime, the minimum amount that will be distributed for eachdistribution calendar year is the lesser of:

(a) the quotient obtained by dividing the PARTICIPANT’S account balance by the distribution period in the Uniform Lifetime Table set forth inSection 1.401(a)(9)-9 of the Treasury regulations, using the PARTICIPANT’S ageas of the PARTICIPANT’S birthday in the distribution calendar year; or

(b) if the PARTICIPANT’S sole designated beneficiary for thedistribution calendar year is the PARTICIPANT’S SPOUSE, the quotient obtained by dividing the PARTICIPANT’S account balance by the number in the Joint andLast Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,using the PARTICIPANT’S and SPOUSE’S attained ages as of thePARTICIPANT’S and SPOUSE’S birthdays in the distribution calendar year.

Required minimum distributions will be determined beginning with the first distribution calendar

year and up to and including the distribution calendar year that includes the PARTICIPANT’Sdate of death.

(6) Required Minimum Distributions After Participant’s Death. If thePARTICIPANT dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the PARTICIPANT’S death is the quotient obtained by dividing thePARTICIPANT’S account balance by the longer of the remaining life expectancy of thePARTICIPANT or the remaining life expectancy of the PARTICIPANT’S designated beneficiary, determined as follows:

(a) The PARTICIPANT’S remaining life expectancy is calculatedusing the age of the PARTICIPANT in the year of death, reduced by one for eachsubsequent year.

(b) If the PARTICIPANT’S surviving SPOUSE is thePARTICIPANT’S sole designated beneficiary, the remaining life expectancy of thesurviving SPOUSE is calculated for each distribution calendar year after the year of the PARTICIPANT’S death using the surviving SPOUSE’S age as of theSPOUSE’S birthday in that year. For distribution calendar years after the year of the surviving SPOUSE’S death, the remaining life expectancy of the survivingSPOUSE is calculated using the age of the surviving SPOUSE as of the SPOUSE’S

birthday in the calendar year of the SPOUSE’S death, reduced by one for eachsubsequent calendar year.

(c) If the PARTICIPANT’S surviving SPOUSE is not thePARTICIPANT’S sole designated beneficiary, the designated beneficiary’sremaining life expectancy is calculated using the age of the beneficiary in the year following the year of the PARTICIPANT’S death, reduced by one for eachsubsequent year.

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If the PARTICIPANT dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the PARTICIPANT’S death, theminimum amount that will be distributed for each distribution calendar year after the year of thePARTICIPANT’S death is the quotient obtained by dividing the PARTICIPANT’S account balance by the PARTICIPANT’S remaining life expectancy calculated using the age of the

PARTICIPANT in the year of death, reduced by one for each subsequent year. If thePARTICIPANT dies before the date distributions begin and there is a designated beneficiary, theminimum amount that will be distributed for each distribution calendar year after the year of thePARTICIPANT’S death is the quotient obtained by dividing the PARTICIPANT’S account balance by the remaining life expectancy of the PARTICIPANT’S designated beneficiary,determined as provided in subparagraph (a). If the PARTICIPANT dies before the datedistributions begin and there is no designated beneficiary as of September 30 of the year followingthe year of the PARTICIPANT’S death, distribution of the PARTICIPANT’S entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of thePARTICIPANT’S death. If the PARTICIPANT dies before the date distributions begin, thePARTICIPANT’S surviving SPOUSE is the PARTICIPANT’S sole designated beneficiary, and

the surviving SPOUSE dies before distributions are required to begin to the surviving SPOUSE,this subsection will apply as if the surviving SPOUSE were the PARTICIPANT.

(7) Trust as Beneficiary.

(a) If the following requirements are satisfied, the beneficiaries of atrust that is named as a PARTICIPANT’S BENEFICIARY (and not the trust itself)will be treated as having been designated as a PARTICIPANT’S BENEFICIARIESfor purposes of determining the time of distribution under subsection (3).

(1) The trust is a valid trust under state law, or would be a validtrust but for the fact that the trust holds no property;

(2) The trust is irrevocable or will, by its terms, becomeirrevocable upon the PARTICIPANT’S death;

(3) The beneficiaries of the trust who are beneficiaries of thetrust’s interest in the PARTICIPANT’S ACCOUNT are identifiable fromthe trust instrument; and

(4) With respect to required minimum distributions before aPARTICIPANT’S death, if a PARTICIPANT designates a trust as his or her only BENEFICIARY, and the PARTICIPANT’S SPOUSE is the sole

beneficiary of the trust, the PARTICIPANT either:

(a) Provides to the PLAN ADMINISTRATOR a copyof the trust instrument and agree that if the trust is amended, thePARTICIPANT will provide the PLAN ADMINISTRATOR acopy of any amendment within a reasonable time after theamendment is executed; or

23CHIC_5334348.8



(b) Provides to the PLAN ADMINISTRATOR a list of all of the beneficiaries of the trust (including contingent beneficiaries and beneficiaries with a future interest in the trust’sassets, with a description of the conditions on their rights to thetrust’s assets sufficient to establish that the SPOUSE is the sole

beneficiary) and certifies that, to the best of the PARTICIPANT’Sknowledge, this list is correct and complete and that therequirements in subsections (a)(1) through (a)(3) above have beensatisfied; agrees that, if the trust instrument is amended at any timein the future, the PARTICIPANT will, within a reasonable time, provide to the PLAN ADMINISTRATOR corrected certifications if the amendment changes any information previously certified to; andagrees to provide a copy of the trust instrument to the PLANADMINISTRATOR upon demand;

(5) With respect to required minimum distributions after aPARTICIPANT’S death, on or before October 31 of the calendar year following the calendar year in which the PARTICIPANT died, the trusteeof the trust either:

(a) Provides the PLAN ADMINISTRATOR with a finallist of all beneficiaries of the trust (including contingent beneficiaries and beneficiaries with a future interest in the trust’sassets, with a description of the conditions on their rights to thetrust’s assets) as of September 30 of the calendar year following thecalendar year of the PARTICIPANT’S death; certifies that, to the best of the trustee’s knowledge, this list is correct and complete andthat the requirements in subsections (a)(1 through (a)(3) are

satisfied; and agrees to provide a copy of the trust instrument to thePLAN ADMINISTRATOR upon demand; or

(b) Provides the PLAN ADMINISTRATOR with a copyof the actual trust document for the trust that is named as thePARTICIPANT’S BENEFICIARY as of the PARTICIPANT’Sdate of death.

(b) In the case of payments to a trust having more than one beneficiary,the BENEFICIARY will be determined in accordance with Treas. Reg.1.401(a)(9)-5, Q&A-7.

(c) If the beneficiary of the trust is another trust, the beneficiaries of thesecond trust will be treated as being designated as beneficiaries of the first trust, andthus, having been designated as BENEFICIARIES by the PARTICIPANT for purposes of determining the distribution period, provided that the requirements of subsection (a) are satisfied with respect to the second trust in addition to the trustnamed as BENEFICIARY.

24CHIC_5334348.8



(d) If the requirements in subsection (a) above are not satisfied, thePARTICIPANT will be treated as though he or she had no designatedBENEFICIARY.

(8) 2009 Waiver of Minimum Required Distributions. Notwithstanding any provision of this Section 6.03 to the contrary, a PARTICIPANT or BENEFICIARY whowould have been required to receive required minimum distributions for 2009 but for theenactment of section 201(a) of the Worker, Retiree, and Employer Recovery Act of 2008(“2009 RMDs”), and who would have satisfied that requirement by receiving distributionsthat are: (1) equal to the 2009 RMDs; or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually andexpected to last for the life (or life expectancy) of the PARTICIPANT, the joint lives (or joint life expectancy) of the PARTICIPANT and the PARTICIPANT’S designatedBENEFICIARY, or for a period of at least 10 years (“EXTENDED 2009 RMDs”), will notreceive those distributions for 2009 unless the PARTICIPANT or BENEFICIARY electsto receive such distributions. If elected by the EMPLOYER, notwithstanding Section6.04(1)(c)(4) of the PLAN, and solely for purposes of applying the direct rollover provisions of the PLAN, certain additional distributions in 2009 may be treated asELIGIBLE ROLLOVER DISTRIBUTIONS.

6.04 Direct Rollovers and Transfers.

(1) Definitions. The following definitions apply to the terms used in thisSection 6.04:

(a) “DIRECT ROLLOVER” means a payment by the PLAN to theELIGIBLE RETIREMENT PLAN specified by the DISTRIBUTEE.

(b) “DISTRIBUTEE” means a PARTICIPANT, a PARTICIPANT’Ssurviving SPOUSE, or a PARTICIPANT’S non-SPOUSE BENEFICIARY. Inaddition, the PARTICIPANT’S SPOUSE or former SPOUSE who is the COURTAPPOINTED PAYEE under a QDRO is a DISTRIBUTEE with regard to the benefit awarded under the QDRO.

(c) “ELIGIBLE ROLLOVER DISTRIBUTION” means anydistribution of all or any portion of a PARTICIPANT’S ACCOUNT, except that anELIGIBLE ROLLOVER DISTRIBUTION does not include the following:

(1) Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the DISTRIBUTEE or the joint lives (or joint lifeexpectancies) of the DISTRIBUTEE and the DISTRIBUTEE’S designated beneficiary;

(2) Any distribution for a specified period of 10 years or more;

(3) Any distribution made under Section 5.05 as a result of anUNFORESEEABLE EMERGENCY; or

25CHIC_5334348.8



(4) Any distribution to the extent such distribution is a requiredminimum distribution under Section 6.03.

(d) “ELIGIBLE RETIREMENT PLAN” means an individualretirement account described in CODE Sections 408(a) or 408A , an individualretirement annuity described in CODE Section 408(b) a qualified trust described inSection 401(a) of the CODE, an annuity plan described in CODE Sections 403(a)or 403(b), or an eligible governmental retirement plan described in CODE Section457(b), that accepts the eligible rollover distribution; provided that with respect tonon-SPOUSE BENEFICIARIES, an eligible retirement plan shall be limited to anindividual retirement account described in CODE Section 408(a) or an individualretirement annuity described in CODE Section 408(b).

(2) Direct Rollover. A DISTRIBUTEE may elect, at the time and in themanner prescribed by the ADMINISTRATOR, to have all or any portion of thedistribution paid directly to an ELIGIBLE RETIREMENT PLAN specified by theDISTRIBUTEE in a DIRECT ROLLOVER, but only if the following requirements aremet:

(a) The PARTICIPANT has incurred a SEPARATION FROMSERVICE;

(b) The PARTICIPANT’S last day of employment has been verified bythe EMPLOYER;

(c) The PARTICIPANT has submitted a completed Rollover Form,Form DFS-J3-1526, incorporated in Rule 69C-6.003, F.A.C., to theINVESTMENT PROVIDER.

(3) Transfers from the Plan to another Eligible Governmental Section 457(b)Plan.

(a) A DISTRIBUTEE may elect to have all or any portion of anACCOUNT transferred from this PLAN to another ELIGIBLE PLAN. A transfer is permitted under this Section 6.04(3) for a DISTRIBUTEE who is aPARTICIPANT only if the PARTICIPANT has had a SEPARATION FROMSERVICE from the EMPLOYER maintaining this PLAN, and thereafter becomesan employee of the entity that maintains the other ELIGIBLE PLAN. Further, atransfer is permitted under this Section 6.04(3) only if the other ELIGIBLE PLAN provides for the acceptance of plan-to-plan transfers with respect to theDISTRIBUTEE. Such ELIGIBLE PLAN must also provide that, immediately after the transfer, the DISTRIBUTEE will have an account under the ELIGIBLE PLANwhich is at least equal to the amount that was deferred under this PLAN.

(b) Upon the transfer of assets under this Section 6.04(3), the PLAN’Sliability to pay benefits to the DISTRIBUTEE under this PLAN shall be dischargedto the extent of the amount so transferred for the DISTRIBUTEE. TheADMINISTRATOR may require such documentation as appropriate or necessary

26CHIC_5334348.8



to confirm that the receiving plan is an ELIGIBLE PLAN (for example, to assurethat the transfer is permitted under the receiving plan, and to effectuate the transfer pursuant to law).

ARTICLE VII

LOANS TO PARTICIPANTS

7.01 Loans. Except as provided herein, and subject to such other rules as theADMINISTRATOR may adopt to govern the terms and conditions of PLAN loans, the terms of any loan requested from this PLAN shall be governed by the provisions of this Article.

7.02 Loan Eligibility. An EMPLOYEE who has been a PARTICIPANT for at least twoyears and who has at least $4,000 held with a single INVESTMENT PROVIDER may borrow anamount that is not less than $2,000. Notwithstanding the foregoing, a PARTICIPANT may borrow amounts from his or her ROLLOVER CONTRIBUTIONS sub-ACCOUNT without

regard to how long he or she has been a PARTICIPANT. A PARTICIPANT may have up to 3PLAN loans outstanding at any given time.

7.03 Maximum Loan Amount. No loan to a PARTICIPANT hereunder may exceed thelesser of:

(1) $50,000, reduced by the greater of (i) the balance of any PLAN loan(s) tothe PARTICIPANT still outstanding on the date the current loan is made, or (ii) the highest balance of all PLAN loans to the PARTICIPANT still outstanding during the one-year period ending on the day before the date the current loan is approved by theADMINISTRATOR (not taking into account any payments made during such one-year

period); or

(2) 50% of the value of the PARTICIPANT’S ACCOUNT, as of the date onwhich the current loan application is received.

7.04 Interest Rate. The interest rate to be charged on loans shall be one percentage pointabove the prime rate published in the Wall Street Journal on the first business day of the month inwhich the loan is approved by the ADMINISTRATOR. The interest rate so determined shall befixed for the duration of each PLAN loan. However, if the PARTICIPANT is absent due toQUALIFIED MILITARY SERVICE, the interest rate shall not be greater than 6%, in compliancewith the Service Members Civil Relief Act.

7.05 Other Loans. For purposes of this Article VII, any loan a PARTICIPANT receivesfrom any other plan maintained by the EMPLOYER shall be treated as if it were a loan made fromthe PLAN and from the PARTICIPANT’S vested interest under this PLAN; provided, however,that the provisions of this paragraph shall not apply to permit the amount of a loan under thisArticle VII to exceed the amount that would otherwise be permitted in the absence of this paragraph.

7.06 Terms. All loans shall comply with the following terms and conditions:

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(1) The PARTICIPANT’S application for a PLAN loan shall be submitted toan INVESTMENT PROVIDER on the Loan Application, Form DFS-J3-1796. ThePARTICIPANT shall also submit any other documents required by the INVESTMENTPROVIDER.

(2) The period of repayment for any loan shall be elected by thePARTICIPANT, but shall not exceed fifteen years in the case of a loan used to purchasethe PARTICIPANT’S principal residence, or five years in all other cases. Loanrepayments shall be reinvested in the current INVESTMENT PRODUCTS selected by thePARTICIPANT at the time of repayment.

(3) For bona fide unpaid leaves of absence other than a qualified military leave,loan repayments may be suspended in the event that the borrower is on such leave of absence for a period greater than one month, but not exceeding one year. In addition, if aPARTICIPANT enters QUALIFIED MILITARY SERVICE and retains reemploymentrights under law, loan repayments shall be suspended during such period of absence.

(4) Payments of principal and interest will be made by automatic deduction of substantially level amounts from a PARTICIPANT’S bank account sufficient to amortizethe loan over the repayment period, but no less frequently than quarterly, with the first suchdeduction to be made the month after the loan funds are disbursed.

(5) A loan may be repaid in full as of any date without penalty.

(6) A PARTICIPANT may take a lifetime maximum of three (3) loans from hisor her ACCOUNT. A PARTICIPANT may have up to 3 PLAN loans outstanding at anygiven time.

(7) A PARTICIPANT may cancel a request for a loan by providing writtennotice to the INVESTMENT PROVIDER within five (5) days from the date the loanapplication was submitted.

(8) A PARTICIPANT may receive an in-service distribution of his or her ACCOUNT due to an UNFORESEEABLE EMERGENCY in accordance with Section5.05 while a loan is outstanding, provided that the sum of such UNFORESEEABLEEMERGENCY distribution and the outstanding loan do not exceed 50% of thePARTICIPANT’S ACCOUNT.

(9) A PARTICIPANT may receive a distribution of his or her ACCOUNT after incurring a SEPARATION FROM SERVICE while a loan is outstanding, provided that thesum of such distribution and the outstanding loan do not exceed 50% of thePARTICIPANT’S ACCOUNT.

(10) Loan fees (origination fees, processing fees, etc.) may be deducted from theapproved loan amount.

7.07 Security for Loan; Default.

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(1) Any PLAN loan to a PARTICIPANT shall be secured by the pledge of the portion of the PARTICIPANT’S ACCOUNT invested in such loan.

(2) If a PARTICIPANT fails to pay his or her loan payments when due, thePARTICIPANT shall be given a grace period through the end of the calendar quarter following the calendar quarter in which the default arose to bring the loan current. If thePARTICIPANT fails to do so, his or her loan shall be considered in default and shall betreated as though it were a taxable distribution from the PLAN. A PARTICIPANT whotakes a distribution of his or her ACCOUNT after incurring a SEPARATION FROMSERVICE shall have the portion of his or her ACCOUNT used to secure the loandistributed in satisfaction of the loan.

ARTICLE VIII

DEATH BENEFITS

8.01 Form and Amount of Death Benefits.

(1) Generally. Subject to the minimum distribution requirements contained inSection 6.03, if a PARTICIPANT dies prior to receiving a distribution of his or her ACCOUNT in accordance with one of the benefit options listed in Section 6.02(3)(a), (c),or, in certain instances, (f), the PARTICIPANT’S ACCOUNT shall be distributed inaccordance with this Article VIII.

(a) Surviving Spouse Beneficiary. If the BENEFICIARY is thePARTICIPANT’S surviving SPOUSE,

the PARTICIPANT’S ACCOUNT shall be

distributed in the manner selected by the PARTICIPANT. If the PARTICIPANT predeceases the BENEFICIARY and the BENEFICIARY dies while there remains

a balance in the PARTICIPANT’S ACCOUNT, the balance of the unpaid benefitsshall be paid in a lump sum to the BENEFICIARY’S estate within 60 days of theBENEFICIARY’S DEATH.

(b) Non-Spouse Beneficiary. If the BENEFICIARY is not thePARTICIPANT’S SPOUSE, the PARTICIPANT’S ACCOUNT shall bedistributed in the manner selected by the PARTICIPANT unless a BENEFICIARYelects a different form of distribution not later than 30 days preceding thecommencement of benefits or if the BENEFICIARY elects to defer the distributiondate. If the BENEFICIARY predeceases the PARTICIPANT, theBENEFICIARY’S proportionate share of the benefit shall pass to any surviving

contingent BENEFICIARIES designated by the PARTICIPANT. If thePARTICIPANT predeceases the BENEFICIARY and the BENEFICIARY dieswhile a balance remains in the PARTICIPANT’S ACCOUNT, the balance of theunpaid benefits shall be paid in a lump sum to the BENEFICIARY’S estate as soonas reasonably practicable upon proof of the BENEFICIARY’S DEATH.

(c) Trust Beneficiary. If the PARTICIPANT’S BENEFICIARY isa trust, then the beneficiaries of such trust will be treated as the PARTICIPANT’S

29CHIC_5334348.8



BENEFICIARIES under the PLAN. The PARTICIPANT’S ACCOUNT shall bedistributed in the manner selected by the PARTICIPANT, unless a beneficiary of the trust (who will be treated as the PARTICIPANT’S BENEFICIARY) elects adifferent form of distribution not later than 30 days preceding the commencementof benefits or if such trust beneficiary elects to defer the distribution date.

(2) Death of Beneficiary Prior to Commencement of Benefits. If theBENEFICIARY dies after the PARTICIPANT but before benefit payments begin, the balance of the unpaid benefits shall be paid in a lump sum to the BENEFICIARY’S estate, provided that if a personal representative for the BENEFICIARY’S estate has not beenappointed and qualified within 120 days after the BENEFICIARY’S date of death, the payment may be made in accordance with Florida Statutes applicable to intestatesuccession.

(3) Failure to Designate a Beneficiary. If the PARTICIPANT has notdesignated a BENEFICIARY or if no designated BENEFICIARY survives thePARTICIPANT, benefits shall be paid to a PARTICIPANT’S estate in a lump sum as soonas practicable, subject to Section 15.15 (relating to unclaimed ACCOUNTS).

(4) HEART Act. If a PARTICIPANT dies on or after January 1, 2007, while performing QUALIFIED MILITARY SERVICE, the PARTICIPANT’SBENEFICIARIES shall be entitled to the additional death benefits, if any (other than benefit accruals relating to the period of QUALIFIED MILITARY SERVICE), that wouldhave been available had the PARTICIPANT resumed employment with the EMPLOYER immediately prior to his or her death, and thereafter terminated employment as a result of death.

8.02 Proof of Death and Right of Beneficiary or Other Person. The ADMINISTRATOR

may require and rely upon evidence of proof of death or any other evidence of theBENEFICIARY’S or other person’s right to receive the value of a deceased PARTICIPANT’SACCOUNT as the ADMINISTRATOR deems proper. The ADMINISTRATOR’S determinationof the right of a BENEFICIARY or other person to receive payment shall be conclusive and binding on all parties.

8.03 Beneficiary Designation.

(1) In General.

(a) A PARTICIPANT may file with the INVESTMENTPROVIDER(S) a written designation of primary and contingent BENEFICIARY.Such designation will be filed with the INVESTMENT PROVIDER(S) on anexecuted PARTICIPANT ACTION FORM indicating the person or persons whoshall receive benefits payable under this PLAN upon the PARTICIPANT’S death.The PARTICIPANT will also file a copy of the executed PARTICIPANTACTION FORM with the ADMINISTRATOR. The PARTICIPANT is solelyresponsible for executing and filing a BENEFICIARY designation with theINVESTMENT PROVIDER(S), and for informing the ADMINISTRATOR of the

30CHIC_5334348.8



current address and telephone number of the PARTICIPANT and anyBENEFICIARY.

(b) Acknowledgment of Beneficiary Designation. TheADMINISTRATOR shall inform the PARTICIPANT in writing whether or not theBENEFICIARY designation is recorded; however, such acknowledgement or failure to acknowledge shall not affect the validity of the PARTICIPANT’SBENEFICIARY designation.

(c) Limits on Beneficiary Designation. A PARTICIPANT maydesignate no more than 10 primary BENEFICIARIES and 10 contingentBENEFICIARIES. A PARTICIPANT may designate his or her estate or trust asBENEFICIARY. A BENEFICIARY shall not have the right to designate aBENEFICIARY.

(2) Change in Beneficiary Designation. A PARTICIPANT may change his or her BENEFICIARY at any time prior to his or her death by filing an executed

PARTICIPANT ACTION FORM with the INVESTMENT PROVIDER(S). Any suchchange in BENEFICIARY designation shall become effective only upon receipt of thePARTICIPANT ACTION FORM by the INVESTMENT PROVIDER(S). ThePARTICIPANT will also file a copy of the revised PARTICIPANT ACTION FORM withthe ADMINISTRATOR.

ARTICLE IX

CORRECTION OF ERRORS

9.01 Suspension of Benefit Payments; Error Correction.

(1) If an error is made with respect to a PARTICIPANT’S or BENEFICIARY’S benefit payments, either with respect to the proper amount of the payment and/or the person to receive the payment, the ADMINISTRATOR, theEMPLOYER, or an agent of the EMPLOYER shall suspend the benefit payments untilsatisfied as to the proper amount of the payment and the person to receive the payment.

(2) Method of Error Correction.

(a) The EMPLOYER specifically reserves the right to correct errors of every sort, and the PARTICIPANT hereby consents for him or herself, his or her BENEFICIARY, and his or her heirs and assigns, to any method of error correctionas the CFO and ADMINISTRATOR shall determine.

(b) Any method of error correction shall, to the extent reasonably possible, adjust the affected ACCOUNTS by reversing the applicable transactionsor taking other similar actions in order to leave the ACCOUNTS in the positionsthey would have been in had the error not occurred.

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(c) The PARTICIPANT and the EMPLOYER agree that either anincrease or decrease of the amount in the PARTICIPANT’S ACCOUNT may occur because of the correction of errors.

ARTICLE X

Election Changes

10.01 Changes by PARTICIPANT.

(1) A PARTICIPANT may change his or her Beneficiary designation(s) at anytime, before or after termination of the PARTICIPANT’S employment with theEMPLOYER. Likewise, the PARTICIPANT may change factual entries such as name or address at any time, before or after termination of the PARTICIPANT’S employment withthe EMPLOYER.

(2) A PARTICIPANT may modify his or her DEFERRED COMPENSATION

election as provided in Section 3.02.

(3) Change of election of benefit payment options:

(a) The benefit payment option elected by the PARTICIPANT can bemade or changed at any time.

(b) Any such modification shall, however, operate prospectively only.

(4) Requests by the PARTICIPANT to change his or her benefit paymentoption elections or information must be made in writing and provided to theADMINISTRATOR. In addition, a PARTICIPANT may change his or her benefit payment options orally (by telephone) by contacting the INVESTMENT PROVIDER directly. Changes in the PARTICIPANT’S elections will be prospective only after beingreceived by the ADMINISTRATOR or INVESTMENT PROVIDER.

ARTICLE XI

INVESTMENT OF ACCOUNT

11.01 General. The ADMINISTRATOR shall allocate a PARTICIPANT’SDEFERRED COMPENSATION and any amounts transferred to the PARTICIPANT’SACCOUNT from an eligible retirement plan pursuant to Sections 3.08 or 3.09 among the

INVESTMENT PRODUCT(S) selected by the PARTICIPANT pursuant to this Article XI. Thecash value of the PARTICIPANT’S ACCOUNT shall depend upon the investment returnexperience of the PARTICIPANT’S selected INVESTMENT PRODUCT(S).

11.02 Investment Direction by Participants.

(1) Rights of PARTICIPANTS AND BENEFICIARIES. A PARTICIPANTshall direct the ADMINISTRATOR as to those INVESTMENT PRODUCT(S) in which

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the PARTICIPANT’S ACCOUNT shall be invested. BENEFICIARIES shall also directthe investment of their ACCOUNTS, if any. In such a case, the provisions of this Section11.02 shall also apply to investment by such BENEFICIARIES.

(2) Approved INVESTMENT PRODUCTS. The ADMINISTRATOR, withthe review of the State Board of Administration, shall select the INVESTMENTPRODUCTS available to PLAN PARTICIPANTS. Approved INVESTMENTPRODUCTS include:

(a) Guaranteed principal and interest fund;

(b) Variable annuities (only allowed for ACCOUNTS that are beingdistributed pursuant to Articles V, VI, or VIII.

(c) Time deposit accounts and certificates of deposit;

(d) No-load mutual funds;

(e) Securities; and

(f) Evidences of indebtedness.

(3) There shall be no cash surrender charges, fees, or expenses levied againstthe value of a PARTICIPANT’S ACCOUNT upon a distribution request by thePARTICIPANT.

(4) Annuity contracts shall be sold through life insurance agents licensed andappointed by the Department of Financial Services to do business in the STATE, andissued by insurance companies authorized by the Department of Financial Services to do business in the STATE. INVESTMENT PROVIDERS of all other INVESTMENTPRODUCTS and their salespersons must satisfy all applicable STATE or federal licensingor registration requirements.

11.03 Default Investment Direction. If a PARTICIPANT declines or fails to provideinvestment directions with respect to the PARTICIPANT’S ACCOUNT, upon prior written noticeto the PARTICIPANT, the ADMINISTRATOR shall invest the PARTICIPANT’S ACCOUNT inthe default INVESTMENT PRODUCT selected by the ADMINISTRATOR, and reviewed by theState Board of Administration, for such purpose. The ADMINISTRATOR and the EMPLOYER shall be fully protected from any liability for any losses that may be associated with such action.

11.04 Transfer of Previously Deferred Compensation.

(1) At least 30 days prior to commencement of benefit payments, aPARTICIPANT, or a BENEFICIARY upon the death of a PARTICIPANT, may elect tohave funds previously accumulated with one INVESTMENT PROVIDER transferred toanother INVESTMENT PROVIDER with no costs, fees, or charges by the INVESTMENTPROVIDER to the PARTICIPANT.

33CHIC_5334348.8



(2) A PARTICIPANT, or a BENEFICIARY if the PARTICIPANT isdeceased, may transfer amounts deferred previously from one INVESTMENT PRODUCToffered by an INVESTMENT PROVIDER to another INVESTMENT PRODUCT offered by the same INVESTMENT PROVIDER under the PLAN.

(3) After January 1, 1998, if the ADMINISTRATOR terminates or fails torenew an insurance company INVESTMENT PROVIDER’S contract, a PARTICIPANTmay transfer funds which had been accumulated with the terminated insuranceINVESTMENT PROVIDER to another insurance INVESTMENT PROVIDER under thePLAN or to any successor insurance INVESTMENT PROVIDER chosen to replace theterminated insurance INVESTMENT PROVIDER. Such transfer shall be made withoutcosts, fees, or charges to the Participant.

(4) After January 1, 1998, if the Plan is terminated for any reason (includingnon-renewal), each INVESTMENT PROVIDER shall comply with the instructions of theADMINISTRATOR regarding any INVESTMENT PRODUCTS then in force. In suchcircumstances, the ADMINISTRATOR may withdraw all DEFERREDCOMPENSATION invested with an INVESTMENT PROVIDER which has not beenannuitized and all interest and earnings thereon. Such action shall not be subject to any penalties, limitations, actuarial or market value adjustments or reductions of thePARTICIPANTS’ ACCOUNTS, or to any surrender or transfer fees of any sort. If fundsare withdrawn by the ADMINISTRATOR in this manner, the INVESTMENTPROVIDER shall wire transfer those funds in accordance with the ADMINISTRATOR’Sinstructions.

(5) If an INVESTMENT PRODUCT is terminated, or an INVESTMENTPROVIDER’S contract with the PLAN is terminated or not renewed, PARTICIPANTSwith amounts invested in the INVESTMENT PRODUCT or in INVESTMENT

PRODUCTS offered by the INVESTMENT PROVIDER will be required to transfer their investments in those INVESTMENT PRODUCTS to an approved INVESTMENTPRODUCT. Such transfer shall be made without reduction to the PARTICIPANT’SACCOUNT.

11.05 Liability for Investment Loss. In the absence of gross negligence, fraud, or willfulmisconduct, neither the ADMINISTRATOR, the STATE, nor any STATE agency or agencyEMPLOYEE shall be accountable or liable for any investment loss or any other loss, charge, or expense of any kind to a PARTICIPANT’S ACCOUNT incurred by virtue of implementing thePARTICIPANT’S directions for investing his or her ACCOUNT as provided by the terms of thePLAN, or due to any reasonable administrative delay in implementing those directions. Rather,

the PARTICIPANT shall be responsible for any investment loss, or other loss, charge, or expenseof any kind resulting from the investment of the PARTICIPANT’S PLAN ACCOUNT pursuant tohis or her investment directions.

11.06 Transmission of Investment Directions.

(1) Investment directions must be (1) communicated in writing to theADMINISTRATOR or through another medium approved by the ADMINISTRATOR, (2)

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and will be effective prospectively only, and only as to INVESTMENT PRODUCTSavailable for investment after the direction is transmitted to the ADMINISTRATOR. Untilan investment direction becomes effective, the ADMINISTRATOR and EMPLOYER shall be fully protected in following the PARTICIPANT’S previous investment direction.To the extent they conflict, the PARTICIPANT’S previous investment directions will be

superseded by any new investment directions transmitted to the ADMINISTRATOR.

(2) A PARTICIPANT, a retired EMPLOYEE or a BENEFICIARY maychange his or her selection of INVESTMENT PRODUCTS at any time, subject to thereasonable restrictions of the applicable INVESTMENT PROVIDER.

11.07 Participant Contact with INVESTMENT PROVIDERS.

(1) INVESTMENT PROVIDERS, acting through their salespersons, may, inaccordance with the terms of their contracts or agreements with the EMPLOYER, directlycontact PARTICIPANTS regarding the INVESTMENT PRODUCTS offered by theINVESTMENT PROVIDER under the PLAN. An INVESTMENT PROVIDER’S

salesperson may not, however, use the PLAN as a means for the sale of other products or services. INVESTMENT PROVIDER salespersons working for insurance companiesshall identify themselves as insurance agents.

(2) An INVESTMENT PROVIDER’S salesperson may contact aPARTICIPANT by telephone or direct mail solely for the purpose of scheduling anappointment with the PARTICIPANT. Any non-scheduled contact by an INVESTMENTPROVIDER’S salesperson with a PLAN PARTICIPANT is prohibited. An appointmentmay be scheduled during work hours in work areas, provided the PARTICIPANT’Ssupervisor approves, and the appointment does not disrupt or interfere with other EMPLOYEES.

(3) INVESTMENT PROVIDERS may conduct mass mailing programsdescribing the INVESTMENT PRODUCTS offered to PARTICIPANTS if such programsare approved by the ADMINISTRATOR.

11.08 Investment Advice. INVESTMENT PROVIDERS may provide investment adviceto PARTICIPANTS and BENEFICIARIES regarding INVESTMENT PRODUCTS in accordancewith guidance issued by the U.S. Department of Labor.

ARTICLE XII

ADMINISTRATION OF THE PLAN

12.01 Administration. This PLAN shall be administered by theADMINISTRATOR. The ADMINISTRATOR shall represent the EMPLOYER in all mattersconcerning the administration of the PLAN.

(1) Resolution of Questions. The ADMINISTRATOR is authorized todecide or to resolve any questions of fact needed or necessary to determine aPARTICIPANT’S rights under this PLAN. The ADMINISTRATOR’S determination, to

35CHIC_5334348.8



the extent not inconsistent with the terms of the PLAN, shall be binding and conclusive onall persons, and shall constitute the final determination of the EMPLOYER. TheADMINISTRATOR may rely on any information received from the EMPLOYER or theTRUSTEE when making any decision, calculation or determination under the PLAN.

(2) Interpretations. The ADMINISTRATOR is authorized to interpretthe PLAN, and to resolve any ambiguity in the PLAN, provided that all such decisions areapplied thereafter to all PARTICIPANTS in as uniform a manner as possible, taking intoaccount all the relevant factors which produce similarity or dissimilarity of circumstance.

12.02 Selection of Investment Products. Pursuant to 112.215 (4)(a), F.S., theADMINISTRATOR, with the review of the State Board of Administration, shall be responsiblefor selecting the INVESTMENT PRODUCTS that will be made available to PLANPARTICIPANTS. In addition, the ADMINISTRATOR will be responsible for monitoring andreviewing the performance of each INVESTMENT PRODUCT so selected on a quarterly basis,and for determining whether or when an existing INVESTMENT PRODUCT should beterminated and/or replaced by a new INVESTMENT PRODUCT. The ADMINISTRATOR’Sselection and monitoring of any INVESTMENT PRODUCT offered under the PLAN shallcomply with the standards contained in the PLAN’S investment policy. The PLAN’S investment policy is the State of Florida Deferred Compensation Plan Investment and Product Selection andRetention Policy, Form DFS-J3-1541, as adopted in Rule 69C-6.003, F.A.C.

12.03 Manner of Acting. The ADMINISTRATOR may adopt rules, includingamendments thereto, and may appoint or employ such agents, attorneys, actuaries, or clericalassistants as it deems necessary for the proper administration of the PLAN.

12.04 Standard of Review. All actions relating to or challenging any benefit eligibilitydetermination or any construction or interpretation of the PLAN’S terms, provisions, or sections

by the ADMINISTRATOR shall be reviewed using the arbitrary and capricious standard of review.

12.05 Administrative Costs.

(1) The CFO shall monitor and approve the cost of administering the PLAN.

(2) Funding necessary for administration of the PLAN, including all necessaryexpenses incurred by the ADMINISTRATOR, shall be derived from INVESTMENTPROVIDERS approved to offer INVESTMENT PRODUCTS under the PLAN.

ARTICLE XIII

AMENDMENT OR TERMINATION OF THE PLAN

13.01 Amendment or Termination.

(1) The EMPLOYER may amend the PLAN and any forms created for usethereunder, in whole or in part, at any time and from time to time, and retroactively if deemed necessary or appropriate, provided that any such amendment must be adopted

36CHIC_5334348.8



pursuant to the rulemaking procedures set forth in Chapter 120, F.S.. No amendment of thePLAN shall deprive a PARTICIPANT of any benefits under this PLAN to which thePARTICIPANT obtained an equitable interest prior to the effective date of the amendment.

(2) The EMPLOYER may terminate the PLAN for any reason and at any time, provided that any such termination must be approved pursuant to the rulemaking procedures set forth in Chapter 120, F.S. Termination of the PLAN shall not deprive aPARTICIPANT of any benefits under this PLAN to which the PARTICIPANT obtainedan equitable interest prior to the effective date of the termination.

ARTICLE XIV

MANAGEMENT OF FUNDS

14.01 Assets Held in Trust. As mandated by Section 457(g)(1) of the CODE, assets andincome of the PLAN are held in the TRUST FUND by the TRUSTEE for the exclusive benefit of the PLAN’S PARTICIPANTS and BENEFICIARIES. PLAN assets and income held in the

TRUST FUND may not be used for any other purpose before all liabilities owed by the PLAN toits PARTICIPANTS and BENEFICIARIES have been satisfied.

14.02 Protection Against Attachment. The assets held by the TRUSTEE in the TRUSTFUND shall not be subject to the claims of the EMPLOYER’S creditors. In addition, except as provided in Section 5.07 above, or as otherwise provided by law, the rights of PARTICIPANTSand BENEFICIARIES under this PLAN shall not be subject to the rights of creditors, and shall beexempt from execution, garnishment, attachment, prior assignment, or transfer by operation of lawor from any other judicial relief or order for the benefit of creditors or other third persons havingclaims against a PARTICIPANT or BENEFICIARY.

ARTICLE XV

MISCELLANEOUS

15.01 No Employment Contract. Participation in this PLAN does not create a contract of employment between the EMPLOYER and the PARTICIPANT, alter or amend any existingemployment contract between the EMPLOYER and the PARTICIPANT, or provide to thePARTICIPANT any representation or guarantee regarding the PARTICIPANT’S continuedemployment with the EMPLOYER.

15.02 Tax Consequences. The EMPLOYER and the ADMINISTRATOR do notrepresent or guarantee that the PARTICIPANT’S participation in the PLAN will result in any particular federal or state income, estate, payroll, personal property or other tax consequences.PARTICIPANTS should consult with their own tax advisors regarding all questions of federal or state income, estate, payroll, personal property or other tax consequences arising from participation in this PLAN.

15.03 Risk of Loss. The amount of benefits payable to a PARTICIPANT under thisPLAN depends on the performance of the INVESTMENT PRODUCTS selected by thePARTICIPANT. The fair market value or cash worth of a PARTICIPANT’S ACCOUNT reflects

37CHIC_5334348.8



both investment gains and investment losses, as well as administrative and/or other expensecharges. The PARTICIPANT shall bear any risk of loss associated with the INVESTMENTPRODUCTS the PARTICIPANT selects. No other person or persons, including the EMPLOYER,the ADMINISTRATOR, or the ADMINISTRATOR’S employees, shall be responsible for anyloss incurred by the PARTICIPANT’S ACCOUNT.

15.04 Gender/Headings.

(1) Whenever used in the PLAN, use of masculine pronouns shall include thefemale and the singular shall include the plural, unless the provisions of the PLANspecifically require a different construction.

(2) Headings used in the PLAN, and in any form executed pursuant to thePLAN, are for convenience only shall not be considered in any legal construction of thePLAN. In the case of ambiguity or inconsistency, the text of the PLAN rather than theheadings shall control.

15.05 Applicable Law. The PLAN shall be construed and enforced according to the lawof the State of Florida, to the extent not preempted by the CODE, and consistent with themaintenance of the PLAN’S status as an “eligible deferred compensation plan” as defined inCODE Section 457(b), as incorporated in Rule 69C-6.003(3), F.A.C. The PLAN is maintained bya governmental organization primarily for the purpose of providing deferred compensation for eligible employees, and, therefore, is intended to be exempt from the participation, vesting,funding, and fiduciary requirements of Title I of ERISA.

15.06 Conflicts. If any contract (including an annuity contract or policy), form, or other document used in administering the PLAN conflicts with the terms of the PLAN, the terms of thePLAN shall govern. However, conflicts between this PLAN and any contract in effect before the

effective date of the PLAN shall be resolved under the terms of the PLAN as it existed as of thedate the contract was executed.

15.07 Rights Non-Assignable. No PARTICIPANT, BENEFICIARY, nor any other designee shall have any right to commute, sell, assign, transfer, use as collateral for a loan, or otherwise convey the right to receive any payments under the PLAN. All payments or rights to payments provided for by the PLAN are non-assignable and nontransferable.

15.08 Binding on Heirs. This AGREEMENT, as duly amended from time to time, shall be binding on the parties hereto and their respective heirs, administrators, trustees, successors,assigns, and designated BENEFICIARIES of the PARTICIPANT.

15.09 Continuation and Amendment of Existing Plan.

The PLAN constitutes a continuation of the plan that was previously approved andexecuted by the ADMINISTRATOR on November 9, 1981, and modified from time to timethereafter. All PARTICIPANTS and any COMPENSATION DEFERRED held under the prior plan are, from the effective date of this PLAN, governed by the terms of this PLAN, subject to thefollowing provisions:

38CHIC_5334348.8



(1) All PARTICIPANT deferrals elected under the prior plan shall continuewithout further action unless modified by the PARTICIPANT.

(2) Any investment directions made by PARTICIPANTS under the prior planshall continue to apply to PARTICIPANT deferrals made after the effective date of thisPLAN.

(3) This PLAN shall not operate retroactively to impair any existing contracts.

15.10 Effective Date. This PLAN shall become effective 20 days after the amendment toRule 69C-003, F.A.C., incorporating this PLAN by reference is filed for adoption.

15.11 Participant Records. A PARTICIPANT’S records shall be open to inspection bythe EMPLOYER, the PARTICIPANT, or the PARTICIPANT’S representative during normal business hours at the ADMINISTRATOR’S principal place of business. Pursuant to Section112.215(7), F.S., records identifying PARTICIPANTS or their personal account activities areexempt from public records disclosure under Section 119.07(1), F.S., except that such records will

be provided in response to a lawful subpoena.

15.12 Procedure When Distributee Cannot Be Located. The ADMINISTRATOR shallmake all reasonable attempts to determine the identity and address of a PARTICIPANT or aPARTICIPANT’S BENEFICIARY entitled to benefits under the PLAN. For this purpose, theADMINISTRATOR will be deemed to have made a reasonable attempt to contact aPARTICIPANT or BENEFICIARY if: (a) the ADMINISTRATOR and/or INVESTMENTPROVIDER mails, by certified mail, a notice to the last known address of the PARTICIPANT or BENEFICIARY as shown on the ADMINISTRATOR’S and/or INVESTMENT PROVIDER’Srecords, (b) the ADMINISTRATOR attempts to notify the PARTICIPANT or BENEFICIARY byusing programs maintained by the Internal Revenue Service or Social Security Administration to

identify payees under retirement plans, and (c) the PARTICIPANT or BENEFICIARY has notresponded within 6 months of those efforts. If the ADMINISTRATOR is unable to locate aPARTICIPANT or BENEFICIARY entitled to benefits hereunder, or if there has been no claimmade for such benefits, the PLAN shall continue to hold the benefits due such PARTICIPANT or BENEFICIARY, subject to Section 15.15 relating to unclaimed ACCOUNTS.

15.13 Unclaimed Accounts. In accordance with 717.112, F.S., a PARTICIPANT’SACCOUNT shall be presumed abandoned and designated as unclaimed five years after the daterequired minimum distributions under Section 6.03 commenced or should have commenced, or if a PARTICIPANT cannot be located under Section 15.14. The preceding sentence shall not applyif the PARTICIPANT has, within the last five years, received a distribution from his or her

ACCOUNT, communicated with the ADMINISTRATOR concerning his or her ACCOUNT, or otherwise indicated an interest in his or her ACCOUNT (as evidenced on the records of theADMINISTRATOR).

15.14 Settlement Checks. The ADMINISTRATOR will distribute amounts received dueto enforcement actions taken by the Securities and Exchange Commission in accordance with the procedures contained in Appendix D.

39CHIC_5334348.8



APPENDIX A

DEEMED IRA REQUIREMENTS: TRADITIONAL IRAS

1. Contribution Limits.

(a) Except in the case of a rollover contribution, no contributions will beaccepted unless they are in cash, and the total of such contributions shall not exceed $5,000for any taxable year beginning in 2008 and thereafter (as adjusted for cost-of-living inaccordance with CODE Section 219(b)(5)(D)).

(b) In the case of an IRA PARTICIPANT who is 50 or older, the annual cashcontribution limit is increased by $1,000 for any taxable year beginning in 2006 andthereafter.

(c) In addition to the amounts described in subsections (a) and (b) above, anIRA PARTICIPANT may make additional contributions specifically authorized by statute

– such as repayments of qualified reservist distributions, repayments of certain plandistributions made on account of a federally declared disaster and certain amounts receivedin connection with the Exxon Valdez litigation.

(d) No transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA,that is, an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the2-year period beginning on the date the individual first participated in that employer’sSIMPLE IRA plan.

(e) If the DEEMED IRA is an inherited IRA within the meaning of CODE

Section 408(d)(3)(C), no contributions will be accepted.

(f) For purposes of this Appendix A, COMPENSATION means wages,salaries, professional fees, or other amounts derived from or received for personal servicesactually rendered (including, but not limited to commissions paid salesmen, compensationfor services on the basis of a percentage of profits, commissions on insurance premiums,tips, and bonuses) and includes earned income, as defined in CODE Section 401(c)(2)(reduced by the deduction the self employed individual takes for contributions made to aself-employed retirement plan). For purposes of this definition, CODE Section 401(c)(2)shall be applied as if the term trade or business for purposes of CODE Section 1402included service described in CODE Section 401(c)(6). COMPENSATION does notinclude amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts not includible in gross income(determined without regard to CODE Section 112). COMPENSATION also does notinclude any amount received as a pension or annuity or as deferred compensation. The term"COMPENSATION" shall include any amount includible in the IRA PARTICIPANT’Sgross income under CODE Section 71 with respect to a divorce or separation instrumentdescribed in CODE Section 71(b)(2)(A). The term “COMPENSATION” also includes anyDIFFERENTIAL WAGE PAYMENTS.

40CHIC_5334348.8



2. Distributions to IRA PARTICIPANTS.

(a) Notwithstanding any provision of this PLAN to the contrary, thedistribution of the IRA PARTICIPANT’S DEEMED IRA shall be made in accordancewith the requirements of CODE Section 408(a)(6) and the regulations thereunder, the provisions of which are incorporated by reference herein and in Rule 69C-6.003, F.A.C.. If distributions are made from an annuity contract purchased from an insurance company,distributions thereunder must satisfy the requirements of Treas. Reg. 1.401(a)(9)-6Q&A-4, rather than paragraphs (b), (c) and (d) below and Section 3. The requiredminimum distributions calculated for this DEEMED IRA may be withdrawn from another IRA of the IRA PARTICIPANT in accordance with Treas. Reg. 1.408-8, Q&A-9. If theDEEMED IRA is an inherited IRA within the meaning of CODE Section 408(d)(3)(C), the preceding sentence and paragraphs (b), (c) and (d) below do not apply.

(b) The entire value of the DEEMED IRA of the IRA PARTICIPANT for whose benefit the account is maintained will begin to be distributed no later than the firstday of April following the calendar year in which such IRA PARTICIPANT attains age70½ (the "required beginning date") over the life of such IRA PARTICIPANT or the livesof such IRA PARTICIPANT and his or her designated beneficiary.

(c) The amount to be distributed each year, beginning with the calendar year inwhich the IRA PARTICIPANT attains age 70½ and continuing through the year of death,shall not be less than the quotient obtained by dividing the value of the DEEMED IRA (asdetermined under Section 3(c)) as of the end of the preceding year by the distribution period in the Uniform Lifetime Table in Treas. Reg. 1.401(a)(9)-9, Q&A-2, using the IRAPARTICIPANT’S age as of his or her birthday in the year. However, if the IRAPARTICIPANT’S sole designated beneficiary is his or her surviving SPOUSE and suchSPOUSE is more than 10 years younger than the IRA PARTICIPANT, then the

distribution period is determined under the Joint and Last Survivor Table in Treas. Reg.1.401(a)(9)-9, Q&A-3, using the ages as of the IRA PARTICIPANT’S and SPOUSE'S birthdays in the year.

(d) The required minimum distribution for the year the IRA PARTICIPANTattains age 70½ can be made as late as April 1 of the following year. The requiredminimum distribution for any other year must be made by the end of such year.

3. Distributions to Beneficiaries after an IRA PARTICIPANT’S death.

(a) Death On or After Required Beginning Date. If the IRA PARTICIPANT

dies on or after the required beginning date, the remaining portion of his or her interest inthe DEEMED IRA will be distributed at least as rapidly as follows:

(i) If the designated beneficiary is someone other than the IRAPARTICIPANT’S surviving SPOUSE, the remaining interest will be distributedover the remaining life expectancy of the designated beneficiary, with such lifeexpectancy determined using the beneficiary's age as of his or her birthday in the

41CHIC_5334348.8



year following the year of the IRA PARTICIPANT’S death, or over the perioddescribed in paragraph (a)(iii) below if longer.

(ii) If the IRA PARTICIPANT’S sole designated beneficiary is the IRAPARTICIPANT’S surviving SPOUSE, the remaining interest will be distributedover such SPOUSE'S life expectancy or over the period described in paragraph(a)(iii) below if longer. Any interest remaining after such SPOUSE'S death will bedistributed over such SPOUSE'S remaining life expectancy determined using theSPOUSE'S age as of his or her birthday in the year of the SPOUSE'S death, or, if the distributions are being made over the period described in paragraph (a)(iii) below, over such period.

(iii) If there is no designated beneficiary, or if applicable by operation of paragraph (a)(i) or (a)(ii) above, the remaining interest will be distributed over theIRA PARTICIPANT’S remaining life expectancy determined in the year of theIRA PARTICIPANT’S death.

(iv) The amount to be distributed each year under paragraph (a)(i), (ii) or (iii), beginning with the calendar year following the calendar year of the IRAPARTICIPANT’S death, is the quotient obtained by dividing the value of theDEEMED IRA as of the end of the preceding year by the remaining life expectancyspecified in such paragraph. Life expectancy is determined using the Single LifeTable in Treas. Reg. 1.401(a)(9)-9, Q&A-1. If distributions are being made to asurviving SPOUSE as the sole designated beneficiary, such SPOUSE'S remaininglife expectancy for a year is the number in the Single Life Table corresponding tosuch SPOUSE’S age in the year. In all other cases, remaining life expectancy for ayear is the number in the Single Life Table corresponding to the beneficiary's or IRA PARTICIPANT’S age in the year specified in paragraph (a)(i), (ii) or (iii) and

reduced by one for each subsequent year.

(b) Death Before Required Beginning Date. If the IRA PARTICIPANT dies before the required beginning date, his or her entire interest in the DEEMED IRA will bedistributed at least as rapidly as follows:

(i) If the designated beneficiary is someone other than the IRAPARTICIPANT’S surviving SPOUSE, the entire interest will be distributed,starting by the end of the calendar year following the calendar year of the IRAPARTICIPANT’S death, over the remaining life expectancy of the designated beneficiary, with such life expectancy determined using the age of the beneficiary

as of his or her birthday in the year following the year of the IRA PARTICIPANT’Sdeath, or, if elected, in accordance with paragraph (b)(iii) below. If the DEEMEDIRA is an inherited IRA within the meaning of CODE Section 408(d)(3)(C)established for the benefit of a nonspouse designated beneficiary by a directtrustee-to-trustee transfer from a retirement plan of a deceased IRAPARTICIPANT under CODE Section 402(c)(11), then, notwithstanding anyelection made by the deceased IRA PARTICIPANT pursuant to the precedingsentence, the nonspouse designated beneficiary may elect to have distributions

42CHIC_5334348.8



made under this paragraph (b)(i) if the transfer is made no later than the end of theyear following the year of death.

(ii) If the IRA PARTICIPANT’S sole designated beneficiary is the IRAPARTICIPANT’S surviving SPOUSE, the entire interest will be distributed,starting by the end of the calendar year following the calendar year of the IRAPARTICIPANT’S death (or by the end of the calendar year in which the IRAPARTICIPANT would have attained age 70½, if later), over such SPOUSE’S lifeexpectancy, or, if elected, in accordance with paragraph (b)(iii) below. If thesurviving SPOUSE dies before distributions are required to begin, the remaininginterest will be distributed, starting by the end of the calendar year following thecalendar year of the SPOUSE’S death, over the SPOUSE’S designated beneficiary's remaining life expectancy determined using such beneficiary's age asof his or her birthday in the year following the death of the SPOUSE, or, if elected,will be distributed in accordance with paragraph (b)(iii) below. If the survivingSPOUSE dies after distributions are required to begin, any remaining interest will be distributed over the SPOUSE’S remaining life expectancy determined using theSPOUSE’S age as of his or her birthday in the year of the SPOUSE’S death.

(iii) If there is no designated beneficiary, or if applicable by operation of paragraph (b)(i) or (b)(ii) above, the entire interest will be distributed by the end of the calendar year containing the fifth anniversary of the IRA PARTICIPANT’Sdeath (or of the SPOUSE’S death in the case of the surviving SPOUSE’S death before distributions are required to begin under paragraph (b)(ii) above).

(iv) The amount to be distributed each year under paragraph (b)(i) or (ii)is the quotient obtained by dividing the value of the DEEMED IRA as of the end of the preceding year by the remaining life expectancy specified in such paragraph.

Life expectancy is determined using the Single Life Table in Treas. Reg.1.401(a)(9)- 9, Q&A-1. If distributions are being made to a surviving SPOUSE asthe sole designated beneficiary, such SPOUSE’S remaining life expectancy for ayear is the number in the Single Life Table corresponding to such SPOUSE’S agein the year. In all other cases, remaining life expectancy for a year is the number inthe Single Life Table corresponding to the beneficiary's age in the year specified in paragraph (b)(i) or (ii) and reduced by one for each subsequent year.

(c) The "value" of the DEEMED IRA includes the amount of any outstandingrollover, transfer and recharacterization under of Treas. Reg. 1.408-8, Q&As-7 and -8.

(d) If the sole designated beneficiary is the IRA PARTICIPANT’S survivingSPOUSE, the SPOUSE may elect to treat the DEEMED IRA as his or her own DEEMEDIRA. This election will be deemed to have been made if such surviving SPOUSE makes acontribution to the DEEMED IRA or fails to take required distributions as a beneficiary.

(e) The required minimum distributions payable to a designated beneficiaryfrom this DEEMED IRA may be withdrawn from another IRA the beneficiary holds fromthe same decedent in accordance with Treas. Reg. 1.408-8, Q&A-9.

43CHIC_5334348.8



APPENDIX B

DEEMED IRA REQUIREMENTS: ROTH IRAS

1. Contribution Limits.

(a) Maximum Permissible Amount. Except in the case of a qualified rollover contribution (as defined in (g) below) or a recharacterization (as defined in (f) below), nocontribution will be accepted unless it is in cash and the total of such contributions to all theIRA PARTICIPANT’S Roth IRAs for a taxable year does not exceed the applicableamount (as defined in (b) below), or the IRA PARTICIPANT’S COMPENSATION (asdefined in (h) below), if less, for that taxable year. The contribution described in the previous sentence that may not exceed the lesser of the applicable amount or the IRAPARTICIPANT’S compensation is referred to as a "regular contribution." However,notwithstanding the preceding limits on contributions, an IRA PARTICIPANT may makeadditional contributions specifically authorized by statute – such as repayments of qualified reservist distributions, repayments of certain plan distributions made on account

of a federally declared disaster and certain amounts received in connection with the ExxonValdez litigation. Contributions may be limited under (c) through (e) below.

(b) Applicable Amount. The applicable amount is determined below:

(i) If the IRA PARTICIPANT is under age 50, the applicable amount is$5,000 for any taxable year beginning in 2008 and years thereafter (as adjusted for cost-of-living in accordance with CODE section 219(b)(5)(D)).

(ii) If the IRA PARTICIPANT is 50 or older, the applicable amountunder paragraph (i) above is increased by $1,000 for any taxable year beginning in

2006 and years thereafter.

(c) Regular Contribution Limit. The maximum regular contribution that can bemade to all the IRA PARTICIPANT’S Roth IRAs for a taxable year is the smaller amountdetermined under (i) or (ii) below.

(i) The maximum regular contribution is phased out ratably betweencertain levels of modified adjusted gross income in accordance with the followingtable (as adjusted for cost-of-living in accordance with CODE Section 408A(c)(3):

Filing Status Full Contribution Phase-out Range No Contribution

Modified AGI

Single or Head of Household

$95,000 or less Between $95,000 and$110,000

$110,000 or more

Joint Return or Qualifying Widow(er)

$150,000 or less Between $150,000and $160,000

$160,000 or more

44CHIC_5334348.8



Married – SeparateReturn

$0 Between $0 and$10,000

$10,000 or more

An IRA PARTICIPANT’S modified adjusted gross income ("modifiedAGI") for a taxable year is defined in CODE Section 408A(c)(3) and does notinclude any amount included in adjusted gross income as a result of a qualifiedrollover contribution. If the IRA PARTICIPANT’S modified AGI for a taxableyear is in the phase-out range, the maximum regular contribution determined under this table for that taxable year is rounded up to the next multiple of $10 and is notreduced below $200.

(ii) If the IRA PARTICIPANT makes regular contributions to bothRoth and nonRoth IRAs for a taxable year, the maximum regular contribution thatcan be made to all the IRA PARTICIPANT’S Roth IRAs for that taxable year isreduced by the regular contributions made to the IRA PARTICIPANT’S nonRoth

IRAs for the taxable year.

(d) SIMPLE IRA Limits. No transfer or rollover of funds attributable tocontributions made by a particular employer under its SIMPLE IRA plan will be acceptedfrom a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA plan, prior tothe expiration of the 2-year period beginning on the date the IRA PARTICIPANT first participated in that employer's SIMPLE IRA plan.

(e) Inherited IRA. If the DEEMED IRA is an inherited IRA within the meaningof CODE Section 408(d)(3)(C), no contributions will be accepted.

(f) Recharacterization. A regular contribution to a nonRoth IRA may berecharacterized pursuant to the rules in Treas. Reg. 1.408A-5 as a regular contribution tothis DEEMED IRA, subject to the limits in (c) above.

(g) Qualified Rollover Contribution. A "qualified rollover contribution" is arollover contribution of a distribution from an eligible retirement plan described in CODESection 402(c)(8)(B). If the distribution is from an IRA, the rollover must meet therequirements of CODE Section 408(d)(3), except the one-rollover-per-year rule of CODESection 408(d)(3)(B) does not apply if the distribution is from a nonRoth IRA. If thedistribution is from an eligible retirement plan other than an IRA, the rollover must meetthe requirements of CODE Sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10),

408(d)(3) or 457(e)(16), as applicable. A qualified rollover contribution also includes (i)and (ii) below.

(i) All or part of a military death gratuity or service members’ grouplife insurance (“SGLI”) payment may be contributed if the contribution is madewithin 1 year of receiving the gratuity or payment. Such contributions aredisregarded for purposes of the one-rollover-per-year rule under CODE Section408(d)(3)(B).

45CHIC_5334348.8



(ii) All or part of an airline payment (as defined in Section 125 of theWorker, Retiree, and Employer Recovery Act of 2008 (“WRERA”), Pub. L.110-458) received by certain airline employees may be contributed if thecontribution is made within 180 days of receiving the payment.

(h) COMPENSATION. For purposes of (a) above, COMPENSATION isdefined as wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to commissions paidsalesmen, compensation for services on the basis of a percentage of profits, commissionson insurance premiums, tips, and bonuses) and includes earned income, as defined inCODE Section 401(c)(2) (reduced by the deduction the self-employed individual takes for contributions made to a self-employed retirement plan). For purposes of this definition,CODE Section 401(c)(2) shall be applied as if the term trade or business for purposes of CODE Section 1402 included service described in CODE Section 401(c)(6).COMPENSATION does not include amounts derived from or received as earnings or profits from property (including but not limited to interest and dividends) or amounts notincludible in gross income (determined without regard to CODE Section 112).COMPENSATION also does not include any amount received as a pension or annuity or as deferred compensation. The term "COMPENSATION" shall include any amountincludible in the IRA PARTICIPANT’S gross income under CODE Section 71 withrespect to a divorce or separation instrument described in CODE Section 71(b)(2)(A). Inthe case of a married IRA PARTICIPANT filing a joint return, the greater compensation of his or her SPOUSE is treated as his or her own compensation, but only to the extent thatsuch SPOUSE’S compensation is not being used for purposes of the SPOUSE making anIRA contribution. The term “COMPENSATION” also includes any differential wage payments as defined in CODE Section 3401(h)(2).

2. IRA Participant Distributions. No amount is required to be distributed prior to the

death of the IRA PARTICIPANT for whose benefit the DEEMED IRA was originally established.If the DEEMED IRA is an inherited IRA within the meaning of CODE Section 408(d)(3)(C), this paragraph does not apply.

3. Distributions to Beneficiaries after an IRA PARTICIPANT’S death.

(a) Notwithstanding any provision of this PLAN to the contrary, thedistribution of the IRA PARTICIPANT’S interest in the DEEMED IRA shall be made inaccordance with the requirements of CODE Section 408(a)(6), as modified by CODESection 408A(c)(5), and the regulations thereunder, the provisions of which are hereinincorporated by reference. If distributions are made from an annuity contract purchased

from an insurance company, distributions thereunder must satisfy the requirements of Treas. Reg. 1.401(a)(9)-6 (taking into account CODE Section 408A(c)(5)), rather than thedistribution rules in paragraphs (b), (c) and (d) below.

(b) Upon the death of the IRA PARTICIPANT, his or her entire interest will bedistributed at least as rapidly as follows:

46CHIC_5334348.8



(i) If the designated beneficiary is someone other than the IRAPARTICIPANT’S surviving SPOUSE, the entire interest will be distributed,starting by the end of the calendar year following the calendar year of the IRAPARTICIPANT’S death, over the remaining life expectancy of the designated beneficiary, with such life expectancy determined using the age of the beneficiary

as of his or her birthday in the year following the year of the IRA PARTICIPANT’Sdeath, or, if elected, in accordance with paragraph (b)(iii) below. If the DEEMEDIRA is an inherited IRA within the meaning of CODE Section 408(d)(3)(C)established for the benefit of a nonspouse designated beneficiary by a directtrustee-to-trustee transfer from a retirement plan of a deceased IRAPARTICIPANT under CODE Section 402(c)(11), then, notwithstanding anyelection made by the deceased IRA PARTICIPANT pursuant to the precedingsentence, the nonspouse designated beneficiary may elect to have distributionsmade under this paragraph (b)(i) if the transfer is made no later than the end of theyear following the year of death.

(ii) If the IRA PARTICIPANT’S sole designated beneficiary is the IRAPARTICIPANT’S surviving SPOUSE, the entire interest will be distributed,starting by the end of the calendar year following the calendar year of the IRAPARTICIPANT’S death (or by the end of the calendar year in which the IRAPARTICIPANT would have attained age 70½, if later), over such SPOUSE’S lifeexpectancy, or, if elected, in accordance with paragraph (b)(iii) below. If thesurviving SPOUSE dies before distributions are required to begin, the remaininginterest will be distributed, starting by the end of the calendar year following thecalendar year of the SPOUSE’S death, over the SPOUSE’S designated beneficiary's remaining life expectancy determined using such beneficiary's age asof his or her birthday in the year following the death of the SPOUSE, or, if elected,will be distributed in accordance with paragraph (b)(iii) below. If the survivingSPOUSE dies after distributions are required to begin, any remaining interest will be distributed over the SPOUSE’S remaining life expectancy determined using theSPOUSE’S age as of his or her birthday in the year of the SPOUSE’S death.

(iii) If there is no designated beneficiary, or if applicable by operation of paragraph (b)(i) or (b)(ii) above, the entire interest will be distributed by the end of the calendar year containing the fifth anniversary of the IRA PARTICIPANT’Sdeath (or of the SPOUSE’S death in the case of the surviving SPOUSE’S death before distributions are required to begin under paragraph (b)(ii) above).

(iv) The amount to be distributed each year under paragraph (b)(i) or (ii)

is the quotient obtained by dividing the value of the DEEMED IRA as of the end of the preceding year by the remaining life expectancy specified in such paragraph.Life expectancy is determined using the Single Life Table in Treas. Reg.1.401(a)(9)-9, Q&A-1. If distributions are being made to a surviving SPOUSE asthe sole designated beneficiary, such SPOUSE’S remaining life expectancy for ayear is the number in the Single Life Table corresponding to such SPOUSE’S agein the year. In all other cases, remaining life expectancy for a year is the number in

47CHIC_5334348.8



48CHIC_5334348.8

the Single Life Table corresponding to the beneficiary's age in the year specified in paragraph (b)(i) or (ii) and reduced by 1 for each subsequent year.

(c) The "value" of the DEEMED IRA includes the amount of any outstandingrollover, transfer and recharacterization under Treas. Reg. 1.408-8, Q&As-7 and -8.

(d) If the sole designated beneficiary is the IRA PARTICIPANT’S survivingSPOUSE, the SPOUSE may elect to treat the DEEMED IRA as his or her own DEEMEDIRA. This election will be deemed to have been made if such surviving SPOUSE makes acontribution to the DEEMED IRA or fails to take required distributions as a beneficiary.

(e) The required minimum distributions payable to a designated beneficiaryfrom this DEEMED IRA may be withdrawn from another IRA the beneficiary holds fromthe same decedent in accordance with Treas. Reg. 1.408-8, Q&A- 9.



APPENDIX C

QDRO PROCEDURES

1. Definitions. The following definitions apply for purposes of this Appendix A:

(a) “COURT APPOINTED PAYEE” means any SPOUSE, former SPOUSE,child or other DEPENDENT of a PARTICIPANT who is recognized by a DOMESTICRELATIONS ORDER as having a right to receive all, or a portion of, a PARTICIPANT’SACCOUNT.

(b) “DOMESTIC RELATIONS ORDER” means any judgment, decree, or order (including approval of a property settlement agreement) which:

(i) Relates to the provision of child support, alimony payments, or marital property rights to a SPOUSE, former SPOUSE, child or other DEPENDENT of a PARTICIPANT; and

(ii) Is made pursuant to a State domestic relations law (includingcommunity property law).

2. Procedure for Review of Order.

(a) Upon notification that all or any portion of a PARTICIPANT’SACCOUNT has been awarded to a COURT APPOINTED PAYEE, theADMINISTRATOR shall request a copy of the DOMESTIC RELATIONS ORDER fromthe PARTICIPANT or COURT APPOINTED PAYEE .

(i) Upon receipt of the DOMESTIC RELATIONS ORDER, theADMINISTRATOR will determine whether the DOMESTIC RELATIONSORDER qualifies as a QDRO.

(ii) The PARTICIPANT’S ACCOUNT will be clearly identified by theINVESTMENT PROVIDER and the ADMINISTRATOR as being part of theassets subject to the DOMESTIC RELATIONS ORDER.

(iii) The ADMINISTRATOR will instruct the INVESTMENTPROVIDER to create a separate ACCOUNT for the amount indicated to beassigned to the COURT APPOINTED PAYEE in the DOMESTIC RELATIONSORDER. A copy of the DOMESTIC RELATIONS ORDER will be mailed to the

INVESTMENT PROVIDER together with the letter of instruction.

(iv) The name, address, and social security number of the COURTAPPOINTED PAYEE will be cross-referenced with PARTICIPANT into a data base at the INVESTMENT PROVIDER, records administrator, andADMINISTRATOR.

A-1CHIC_5334348.8



3. COURT APPOINTED PAYEE’S Right to Distribution. The COURTAPPOINTED PAYEE has the following rights with respect to portion of a PARTICIPANT’SACCOUNT assigned to him or her pursuant to a QDRO:

(b) The COURT APPOINTED PAYEE may change INVESTMENTPRODUCTS, re-allocate existing assets, and/or transfer the COURT APPOINTEDPAYEE’S ACCOUNT to another INVESTMENT PROVIDER.

(v) The COURT APPOINTED PAYEE may designate aBENEFICIARY to receive the benefits awarded under the QDRO in the event of the COURT APPOINTED PAYEE’S death in accordance with Section 6.02 of thePLAN.

(vi) The COURT APPOINTED PAYEE may receive distribution of hisor her ACCOUNT in any of the options available to other PARTICIPANTS. TheCOURT APPOINTED PAYEE’S form of distribution is permitted to differ fromthat of the PARTICIPANT.

(vii) The COURT APPOINTED PAYEE is entitled to an immediatedistribution of that portion of the PARTICIPANT’S ACCOUNT assigned to him or her pursuant to the QDRO.

(viii) The COURT APPOINTED PAYEE will receive quarterlystatements from the INVESTMENT PROVIDERS indicating the value of theCOURT APPOINTED PAYEE’S ACCOUNT.

(ix) The COURT APPOINTED PAYEE may request to receive adistribution of all or any portion of his or her ACCOUNT by filing a REQUEST

FOR DISTRIBUTION FORM with the INVESTMENT PROVIDER. TheCOURT APPOINTED PAYEE is responsible for paying taxes on distributionsreceived from the PLAN.

(x) The COURT APPOINTED PAYEE is eligible to receive a loanfrom his or her ACCOUNT in accordance with Article VII of the PLAN.

(xi) The COURT APPOINTED PAYEE’S ACCOUNT will earnincome and incur any administrative charges and fees as if it were aPARTICIPANT’S ACCOUNT.

(xii) PARTICIPANTS will have no rights or authority over the

ACCOUNT of the related COURT APPOINTED PAYEE.

4. Restrictions Applicable to COURT APPOINTED PAYEE.

(c) The COURT APPOINTED PAYEE is not permitted to contributeDEFERRED COMPENSATION to his or her ACCOUNT established pursuant to theQDRO.

A-2CHIC_5334348.7



A-3CHIC_5334348.7

(d) The COURT APPOINTED PAYEE is not permitted to receive distributionof his or her ACCOUNT due to an UNFORESEEABLE EMERGENCY.

(e) If the COURT APPOINTED PAYEE is an EMPLOYEE, he or she will not be permitted to combine the ACCOUNT assigned pursuant to the QDRO with any other ACCOUNT. However, the preceding sentence does not restrict the COURT APPOINTEDPAYEE’S rights with respect to any ACCOUNT which was not assigned to him or her pursuant to a QDRO.



APPENDIX D

DISTRIBUTION PROCESS FOR PROCEEDS

RECEIVED FROM SETTLEMENT CHECKS

Background:

The Securities and Exchange Commission (SEC) filed enforcement matters against investmentfunds alleging late trading and market timing activities. The settlements of these cases are beingdistributed to investors who suffered losses.

The State of Florida Deferred Compensation Plan (“Plan”) has received, and will continue toreceive, settlement distributions based on its interest in an omnibus account operated by theInvestment Provider.

Distribution Process: Distribution costs will be determined and those costs will be subtracted from the total

settlement proceeds. If the remaining settlement proceeds are $10,000 or less, the proceeds will not be

distributed to accounts. Instead, the remaining settlement proceeds will be deposited in theDeferred Compensation Trust Fund to use for Plan communication expenses.

If the remaining settlement proceeds are greater than $10,000, those settlement proceedswill be distributed to individual current or former Plan accounts as follows:

Current Plan Participants, Beneficiaries, and Court Appointed Payees (“EligibleParticipants”) will be notified by letter why they are receiving proceeds from thesettlement account and the date that the proceeds are to be deposited into their fixedincome fund Plan Account. They will be informed that they have the ability totransfer those proceeds to any other Plan investment option after the deposit occurs.

Former Participants, Beneficiaries, and Court Appointed Payees (“Eligible Former Participants”) will receive their portion of the settlement as a direct check payment(payable to the former eligible employee). Once a valid address is obtained, a letter mailed first class, forward service requested, will accompany the check informingthem why they are receiving the proceeds, that they may roll over the proceeds toan IRA or another employer plan within 60 days, and if not rolled over that it must be cashed within 180 days or the funds will revert to the Plan. A Form 1099R will be issued if the check is either rolled over or cashed. No distribution will be madeto members of this group if the amount is $10 or less.

The individual account distribution amount will be an amount equal to the sum of the

proportional holdings in the investment fund during each quarterly penalty period to that of all Plan total holdings in the investment fund during each quarterly penalty period.

The Investment Provider shall do the following:

Hold the settlement proceeds until distribution in an interest-bearing account. Anyinterest earned on the proceeds will be used to offset the distribution costs.

Determine if any Eligible Former Participants are still in the State of Florida Plan by comparing the Social Security numbers to the Plan’s centralized Record Keeper.

C-1CHIC_5334348.8



C-2CHIC_5334348.8

Determine distribution costs and the distribution process and obtain the approval bythe Plan Sponsor.

Determine the individual distribution amounts. Notify each current or former participant by letter(s) as described above. Maintain a record of letters that were returned to sender.

Maintain a record of responses and update the address file as directed by theaccount holder. Mail the distribution checks with a notation that the check is void after 180 days. Notify the Plan Sponsor of the status of the distribution process on a monthly basis. Any costs associated with the Distribution Plan that are not used will be deposited

into the Plan’s Trust Fund for Plan communication expenses. Any proceeds not distributed related to the fund distribution after 180 days of the

mailing of the last distribution check, will be deposited into the Plan’s Trust Fundfor Plan expenses. The Settlement account at the Investment Provider will beclosed after 180 days of the mailing of the last distribution check.



Procedures for Processing Loans

1. Once the Loan Application is received make sure it is completely filled out and

signed.

2. Check and print the Sungard (Omni) S99 screen below to verify the participant is

enrolled with the Investment Provider listed on the Loan Application and you will

use this for their account balance on the Loan Program. If they are enrolled with

more than one provider you will need to print each one and then total allplans and input the total of all plans on the Loan Application.

***** Special Note if the pay center on this screen is N7 thru N17 you need to

send an email to the people listed below with the participant name, last four

digits of the Social and the University Name they are with********

See list on the page in front of this page.

Bob Henning [email protected]

Sally Howard [email protected]

S99 Button

Use this screen to see all the details about a Participant.

Plan: 728020 (using 728020 shows all the IP’s plans they are with and the contribution

plan.

Part: Participants SS #

Text Name: SOF.ALLPLANS



3. Next you will need to verify that they have been in Deferred Comp for at least 2 years.

This is also done on the S99 screen. See above for that screen.

On the S99 screen

Go to Component, Contributions, Participant Annual Financial Browse.



4. Now you will need to go to CAPRI to check and see if the participant has any

pending UE’s Company to Company’s or QUADRO’s.

5. Login using your user name and password that you use on your initial PC loginscreen each morning Press Log In



Input the social click on search if anything comes up that is recent click on it

to see if it’s been done and no longer pending. If for UE’s it’s been recent you need

to find out from the provider if the funds have been taken out of the participants

account and that the current account balance on Sungard reflects that.

6. Now you are ready to input the loan. Go to the following intranet website:http://apps.fldoi.gov/DCLT/UserLogin.aspx

Login using your user name and password that you use on your initial PC loginscreen each morning. Press Log In



7. Type in participant’s social security number and click on Search

This will let you know if they have any loans. If no loans click on Input New Loan



Input loan information. Input the pay center using the S99 screenshot.

8. Leave status as pending for auto verification.

Click on Save Loan Application. Auto verification will happen and a message will

appear just above the social security number to “Verify Loan Status and/or Denial

Reasons and click save loan application”

If approved the Status will now have Approved. If Denied the reasons will bechecked. (if denied print a copy of the loan from DCLT)

Click on Save Loan Application. MAKE SURE YOU DO THIS OR IT WILL

NOT SAVE IT This will update and show the loan balance.

Print this screen if denied to send attached with the loan application back to theProvider.

9. On the Loan Application check yes or no if loan was approved, sign on the line

Authorized by and date. Make sure you have checked the reasons for denial. If Denied attach the copy of the loan denial from our program and a loan denied cover

sheet. Located in left hand side of my desk in the folder Loan fax and reject sheets.



10. Sungard Loan flagging (LN)

Click on the 801 button.

Note: On these you will need to change the IP plan (see below) and the 728020 plan.

Plan: is the IP’s 6 digit number see below for the list.

Folder: will be SOF.currentdate.LN Ex. SOF.20060627.LNPart: This is the participants SS#

Trade date: this will be the current days date that you are making this entry for.

Under function click on arrow, click on CHG-PART then click on PTEN button

Verify that it is for the same participant the PAF is for

728001=ING

728002=GWL

728003=NRS

728004=TRP728005=VAL

728020=CONTRIBUTION PLAN

Tab down to the UDF-3 field and type in a 1.



Press the ADD Button

Then click the refresh button change the plan to the 20 press ADD

Write on the Loan Application form the IP number, Folder name and date entry was

Now you are ready to scan and email the loan back to the Provider

11. Go to the Bizhub 362 printer and select Fax/Scan. This will pull up everyone’s nameselect the name. Place the documents in the copier and press start. If you are sending

more than one provider you will need to group each by Provider and scan each group by

itself. Once these have been scanned and sent to your email give the paperwork to the

Accountant I for scanning.

This will send the document to your email address. Once you have gotten it you will open

the attachment and go to File then Save a copy and save it to where you want the file for loans they are saved to I:\DEF_COMP\currentfiles\kim\LOANS FOR EMAIL.

The file name will always be the provider and the date. Ex. GWL 3-17-10

The names are: TRP, GWL, NRS, ING, VAL



12. Now you will encrypt the file and email.

Go to the file you want to encrypt in I:\DEF_COMP\currentfiles\kim\LOANS FOR

EMAIL

Right click on the file.

Highlight WinZip then ZIP and E-Mail plus.



Make sure you click the box for Encrypt Zip file then press ok.

Enter the password and Re-enter it will need to be at least 8 characters long. We’ll leave

the Encryption method at ZIP 2.0 some providers can’t open it if it’s any other.

The password stays the same below is what they are:

GWL loans1, NRS loans1, VAL loans1, ING loans1 or TRP loans1.

The file will be encrypted.

The email screen will come up email to the recipient subject will be loans.



EXHIBIT F

STATE OF FLORIDA


OPERATING PROCEDURES

1. General Information

1.1 Investment Provider (IP) Deferred Compensation Specialist (DCS) shall ensure that participants’ formsrequired by IP or Plan Administrator are complete and accurate.

1.2 Before documents are submitted to the Plan Administrator they must be signed by a State of FloridaBureau of Deferred Compensation (BDC) approved DCS.

1.3 The IP shall send routine transaction documents either by next day delivery or standard overnight mailto BDC. Urgent transaction documents may be faxed or sent to BDC via secure email.

1.4 BDC reviews all documents for completeness and accuracy. If BDC determines the document(s)

submitted does not contain all the necessary information required to process the transaction and/or hasincorrect information, BDC will reject the document and return the paperwork to the IP for correction.

1.5 All completed and accurate transaction documents submitted by IPs to the BDC shall be reviewed and processed within one (1) business day after they are received.

1.6 The BDC Record Keeper, SunGard’s OMNI Plus Computer Database System (OMNI), shall beupdated daily to manage the participants’ transaction documents along with BDC’s Complete Access toParticipant’s Related Information (CAPRI) database.

1.7 IPs shall complete and mail new confirmations to participants within three (3) business days after entry

into the IP database. IPs shall mail invoice confirmations to BDC within three (3) business days after completing the invoice transaction.

1.8 BDC shall complete a Monthly Production Total Report that provides the total number of transactionsupdated in OMNI by BDC for each IP Plan and the Contribution Plan (general participant’s information for OMNI).

1.9 IP shall prepare quarterly Statement of Account to be distributed to each participant by the tenth (10th)of the month after the end of each quarter. These quarterly statements shall be distributed(mailed/electronically) at the discretion of the participant.

2. Record Keeper and Plan Administration Fees

2.1 The Records Keeper shall provide a participant account report to the Record Administrator by the 12th of each month.

2.2 Record Administrator prepares an invoice for each IP monthly. Invoices will be sent to each IPelectronically by the 15

thof each month. IP has seven (7) business days to electronic fund transfer (EFT) the

funds to the Deferred Compensation Trust Fund (DCTF).

DFS-J3-2051 (Eff.06/11)



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3. Enrollment Procedures

3.1 All enrollments shall be in compliance with the guidelines approved by the IP and the PlanAdministrator.

3.2 Enrollments can be accomplished by mail, internet, in person with an IP representative, or on a recorded phone line. Participant signatures are not necessary except for inclusion of a beneficiary designation.

3.3 The IP DCS must make it clear to participants that this program is a retirement supplement and there arerestrictions and laws that make it difficult to access or withdraw deferred compensation funds until the participant leaves the State of Florida employment for a minimum of 31 days.

3.4 IP shall discuss product with participants using State approved presentation and State approvedliterature.

3.5 Deferral amount can be whole dollars or percentage of salary. If participant has two or more IPs, he or she must have either whole dollar or percentage for all associated IP Companies that the deferrals are beingcontributed.

3.6 A copy of the Plan Rules shall be given to participants upon request (69C-6.003, F.A.C.). IP DCS must be familiar with the Rule 69C-6.003, F.A.C., and be able to answer participants’ questions about the program.

3.7 Authorized IP staff members can complete enrollment forms but must follow the same guidelines performed by an IP DCS.

3.8 A copy of pertinent information (Prospectus, etc.) pertaining to IP funds shall be given/forwarded to thenew participant when and after they enroll.

3.9 IP DCS shall review participant's earning statement and confirm the accuracy of name and social

security number, payroll cycle code (monthly or biweekly), and type of employer (centralized or non-centralized). IP is responsible for ensuring the beneficiary designation section is complete, amount of deferral and all other information contained on the Participant Action Form (PAF) and EnrollmentInformation Form (EIF) is correct.

3.10 The IP DCS is responsible for ensuring that the participant is not attempting to defer an amount greater than 80 percent of their current year-to-date taxable income. IP DCS submits all completed forms to his or her IP Manager's office for verification. The IP's office will enter all required paperwork into their computer database and forward onto SunGard OMNI via Electronic Participant Action Form (ePAF).

3.11 All IPs must correct the SunGard ePAF Rejection report each day. IP shall be responsible for obtainingthe additional information required, correcting forms, transmitting information, and informing participant thatthe rejection may cause the effective date to change (if applicable). IP is responsible for resubmittingdocuments and transaction information to the BDC in an expedient manner in order to process participant'scontribution and changes before their next payroll date.

3.12 If the participant indicates that the PAF does not accurately reflect his elections, IP shall be responsiblefor securing accurate information from the participant. IP may make changes without the participant'sinitials, but must initial and date signifying that participant has been notified and agreed to such change.These changes must be made over a recorded phone line.



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3.13 A participant may void his request to participate within FIFTEEN (15) CALENDAR DAYS after the date onwhich the initial PAF and EIF was first signed.

3.14 IP shall process new enrollments received fourteen (14) business days prior to the warrant date of the pay period for inclusion in the following month.

4. Payroll Deferral File Procedures

4.1 Plan Administrator shall provide the Records Keeper and IPs with a schedule of payroll cycle run datesat least four (4) months in advance for the upcoming year. This schedule shall also identify the date when theRecord Keeper will deliver the payroll deferral file to the Bureau of State Payroll (BOSP) and the non-centralized employer. Typically, this will be 14 days prior to the warrant date.

4.2 Record Keeper shall create and send to the BOSP and Non-Centralized Entities, on the dates agreedupon by the Plan Administrator and the Records Keeper (11 days prior to the payroll running), a payroll prebill file containing a record for each authorized deferral for the next payroll. The deferral amount will bethe summarized total of all deferrals authorized by the participant, if participant is enrolled with more thanone IP.

4.3 Record Keeper shall create and send to each IP on the payroll date a deferral file containing a record for every authorized deferral for that warrant date. The Bureau will wire the total deferrals equal to the deferralidentified on the deferral file to each IP. The deferral amount will reflect the amount expected to be reducedfrom the participant's warrant by BOSP and Non-Centralized Entities. IP shall verify the total deferralamount with the amount they are expecting (match the file amount and money sent to them on warrant day.)Each IP will invest the total deferrals as requested by each participant on warrant date.

4.4 For each bi-weekly and monthly payroll cycle, the following steps occur:

a. The BOSP and Non-Centralized Entities process their payroll, applying deferrals based on the prebillfile.

b. The BOSP and Non-Centralized Entities create a file/report containing all deferrals made, and prepare a listing identifying all requested deferrals which could not be applied (Discrepancy Report).

1) Non-Centralized Entities must contact the Record Keeper to identify any discrepancies. TheRecord Keeper shall notify the IP of any discrepancies for correction.

2) The BOSP shall send the discrepancy report to BDC Specialist. The BDC Specialist will separatethe discrepancy report by IPs and send each IP its respective copies of the discrepancy reportwithin seventy-two (72) hours of receipt.

c.

IP staff or their DCS shall contact participants listed on the discrepancy report in order to inform participant of non-deferrals, to obtain corrections, and to get information as to their employmentstatus with the State or Non-Centralized Entities (i.e., leave of absence, transfer to another agencywith a different pay cycle, termination, retirement, death, etc.).

d. Record Keeper and BDC reconcile the payroll deferral file with the IP and Pay Centers.

e. Record Keeper notifies the Plan Administrator and IP of the proper dollar deferral by IP of the total payroll deferrals.



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f. IPs shall reconcile the payroll deferral file and total IP deferral amount. The Record Keeper and BDCshall be contacted immediately, if discrepancies are identified.

g. BOSP transfers total deferrals into the DCTF account. On each payday, Plan Administrator shallwire transfer each IP its respective distribution amounts. IP shall accept wire funds on same day, andthe effective date of deposit and investment must correspond to salary warrant date.

h. Upon receipt of wire transfer of funds, IP immediately confirms in writing (via facsimile or e-mail) toPlan Administrator that funds have been received and invested.

4.5 Each IP maintains a sufficient balance ($2,000) in an Errors and Omissions Account in the DCTF,which may be drawn upon without advance notice by the State Chief Financial Officer or Plan Administrator for any purpose to correct errors which have had an adverse effect on the participant or the PlanAdministrator. The Plan Administrator shall provide written support for any withdrawals. PlanAdministrator will assist in the reconciliation of these errors. The IP shall reimburse this account within three(3) business days after receipt of invoice (written support) from the Plan Administrator. IP shall not creditinterest, nor impose any charges on these refunds.

5. Monthly Valuation and Reporting Procedures

5.1 Each IP sends the Record Keeper a monthly valuation file in a format specified and approved by theRecord Keeper and Plan Administrator. The file must contain all transactions posted during the currentmonth, value for each fund, and the total account value computed as of the end of each month. This file must be received by the Record Keeper no later than ten (10) calendar days after the end of each month.

5.2 Record Keeper shall consolidate information on the monthly valuation files in order to prepare aconsolidated statement of account, which will be available to the Plan Administrator through on-linecomputer capabilities or other required data vehicle. Record Keeper shall reconcile information contained inthis file against its records and provide a consolidated Plan Audit Response Report to the Plan Administrator,ten (10) business days after receipt of all corrections from the IPs. The Plan Administrator will verify the

accuracy of the Plan Audit Response Report.

6. Disbursement Procedures

6.1 IP’s staff assists participant in preparing the Request for Distribution (RD), obtaining other requireddocuments (i.e. W-4, birth certificate for annuity payouts, death certificates, etc.).

6.2 IP staff shall explain their company's payout options, method of calculating interest on payout, anyapplicable charges relating to payout, any restrictions, and the current rate being applied to payouts (if applicable).

6.3

IP DCS shall review the form for accuracy and completeness of all applicable documents (i.e. participant W-4, distribution election, commencement date, death certificate(s), etc.) and will verify participant's employment status.

6.4 IP shall ensure that all participants received the special tax notice regarding plan payments.

6.5 For participants with multiple IPs, a separate request for disbursement of account values must be prepared for each IP. However, the participant may select different payout options from each company. TheIP shall submit all documents to Plan Administrator’s office.



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6.6 If documents are incomplete, they will be returned by the Plan Administrator to the IP.

6.7 The Plan Administrator shall maintain documentation of all disbursements approved and reconcilediscrepancies with IP.

6.8 Plan Administrator posts disbursement detail to CAPRI System.

a.

Lump Sum Disbursements - Lump sum disbursements may arise due to an unforeseeable emergency,termination of employment, retirement, death or disability. Lump Sum Disbursements other thanthose due to unforeseeable emergency are paid by the following procedures:

1) The Plan Administrator reviews the request, prepares and submits an Authorization of Lump SumPayment with supporting documents to IP to surrender the account. The IP shall arrange amethod of efficient transmission of authorizations from the Plan Administrator’s office to their home office for payment.

2) Plan Administrator sends a copy of each Authorization of Lump Sum Payment to each affectedIP.

3) IP shall process the request and record disbursement detail and complete the data required on theauthorization. IP shall issue a check to the participant or EFT the funds to the participant’s bank account. IP faxes or next day delivers a copy of the completed confirmation to the PlanAdministrator confirming the transaction within three (3) days after the funds have beendisbursed.

4) Disbursement amount and other pertinent data concerning these withdrawals are documented byIP in their monthly valuation file. The information in these files is utilized by the Records Keeper in producing the monthly Plan Audit Response Report.

b. Periodic Benefit Disbursements

1) IP shall review RD for completeness and required documents and ensures that account is balanced before submission to the Plan Administrator.

2) Plan Administrator reviews submitted documents and issues an Authorization to Begin PeriodicPayments and forwards a copy to the IP. Plan Administrator faxes, next day delivers or secureemail to each IP the invoices authorizing periodic payments to begin in the following month.

3) IP must process invoices to begin periodic payments in the following month unless otherwisenoted on the authorization. IP shall send confirmation to the Plan Administrator three (3) daysafter periodic payments have begun. Plan Administrator shall be contacted immediately toresolve any discrepancies noted on the authorization to avoid delays in payment.

4) IP shall issue a Notice of Annuitization or Notice of Periodic Payment to each participant. Thisnotice will provide the conditions and amounts to be received by the participant.

5) IP shall forward to Record Keeper by the tenth (10) business day of the month, a file whichincludes distribution detail for each participant or beneficiary that received payment in the previous month. File format will be specified by Record Keeper and approved by the PlanAdministrator.



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6) The Record Keeper consolidates file from the IPs and posts disbursement amounts to the OMNISystem. Report will be in a format specified by Record Keeper and approved by the PlanAdministrator and will contain all changes made by IPs. Record Keeper shall consolidate the fileand electronically deliver to the BDC on or before the fifteenth (15) business day of each monthfor the previous month of distribution. Plan Administrator reviews report and resolves any errorsor deletions in disbursement.

7) IP pays all periodic benefits no later than the fifth business day of each month in which paymentsare due unless participants request a specific date.

c. Unforeseeable Emergency Lump Sum Disbursements

1) Participants obtain and complete the Request For Unforeseeable Emergency Withdrawal (andrelated forms) from the Plan Administrator.

2) Plan Administrator shall review and approve eligible request and submit an UnforeseeableEmergency Request for Distribution Invoice to the IP by fax, secure email or next day deliverymail.

3) Plan Administrator shall suspend future participant’s deferrals until participant request to restart,unless no suspension is requested by the participant.

4) IP processes the request, records disbursement detail and completes the data required on theauthorization. IP issues a check to the participant within two (2) business days of their receipt of the authorization and immediately faxes the completed confirmation to the Plan Administrator asconfirmation of payment.

7. Participant Changes

7.1 Participant notifies their IP or BDC (via email, phone, or internet) of their desire to exercise a financial

election involving a change in deferral amount. This change may involve an increase, decrease, suspension,or restart of deferral.

7.2 Participant notifies IP of desire to exercise a financial change (fund allocation changes) and completesthe desired forms or transmits instructions through the approved telephone exchange service, email or internet service.

7.3 IP or BDC completes the change in accordance with participant request, follows standard procedures insubmission of any required forms and enters required data into the applicable database system.

7.4 IP reviews the request and makes electronic transmissions via ePAF.

7.5 BDC Specialist posts new deferral changes to the OMNI System daily.

7.6 Quarterly statements, confirmations, or ePAF transaction files prepared or administered by IP shallaccurately reflect financial transaction activity and value changes resulting from the participant request.IP isresponsible for all non-financial changes, specifically address changes, to participant account and will updatethese changes nightly using ePAF. If the change involves a beneficiary designation, the participant mustsubmit a signed PAF for the change to be executed.

8. Company to CompanyTransfer Procedures



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8.1 Replacements involving change of future contributions only.

a. IP DCS or other authorized IP staff members of receiving company shall assist in the preparation of PAF, Company to Company Transfer (CCT) and EIF if participant is enrolling with that company.The receiving company shall submit all completed documents to Plan Administrator for processing.All documents submitted must be signed by a BDC approved DCS.

b. Plan Administrator reviews PAF and other documents for completeness, and upon approval, forwardsto appropriate IP and BDC Specialist.

8.2 Replacements involving transfer of existing account values between IPs.

a. IP DCS or other authorized staff member of receiving company assists the participant in completionof PAF, CCT, and EIF (if participant is enrolling). All documents submitted must be signed by aCFO approved DCS.

b. Plan Administrator shall review transfer documents for completeness and, upon approval, create aninvoice authorizing the transfer and forward copies to the receiving company and disbursingcompany.

c. Disbursing company shall complete Section A of the invoice, surrender and overnight the funds to thereceiving company. The disbursing company should complete this process the same day the invoiceis received. A copy of the invoice with Section A completed is faxed or next day delivered to PlanAdministrator.

d. Receiving company completes Section B of invoice and faxes or next day delivers a copy to the PlanAdministrator within three (3) business day of receipt of the funds from the disbursing company.

e. IP must indicate transfers in and out on the participant’s quarterly statement.

f. Both the disbursing company and the receiving company report inter-company transfers on themonthly valuation file in accordance with specifications approved by Record Keeper and the PlanAdministrator.

9. Rollover Procedures (OUT)

A participant requesting to roll funds OUT of the State of Florida 457 Plan to another tax-sheltered pension plan follow the guidelines below.

9.1 Participant notifies IP of their desire to roll funds out of the Deferred Compensation account into aneligible retirement plan after leaving State employment. IP’s staff assists participant in preparingRollover Into/Out of Plan (RO) Form, obtaining other required documents (i.e. letter of acceptance), andexplains the current tax consequences.

9.2 IP shall review submitted documents for completeness, verify participant’s employment status, andensure their account is in balance before submitting paperwork to the Plan Administrator.

9.3 Plan Administrator shall review submitted documents for completeness and issue an Authorizationto the IP to transfer the participant’s funds to the designated company on the RO Form.



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9.4 The IP completes Section A of the invoice, then mails funds requested to the entity chosen by the participant within seven (7) business days of participant’s surrender of account. A copy of the invoicewith section A completed is faxed or mailed to the Plan Administrator within three (3) business days of the date the funds were sent.

9.5 The entity chosen by the participant shall pay any overnight fees for prompt processing.

9.6 A BDC approved DCS must sign all documents.

10. Rollover Procedures (IN)

A participant requesting to roll funds INTO The State of Florida 457 Plan for the guidelines listed below.

10.1 Participant notifies their IP of their desire to roll retirement funds into the State of Florida 457 Plan.IP’s staff assists participant in enrolling and preparing the RO Form and obtain any other related documentsthat the IP may require.

10.2 IP shall review submitted documents for completeness and verifies the participant’s employment statusand ensures that account is in balance before submission to the Plan Administrator. Plan Administrator shall

review submitted documents for completeness and returns incomplete documents to the IP for correction.

10.3 IP shall within three (3) business days forward a confirmation to the BDC when the retirement fundsare received and deposited into the participant’s account. A BDC approved DCS must sign all documents.

11. Purchase of Prior Service Credit Procedures

A participant requesting to purchase prior service credits using monies directly from their DeferredCompensation Account follows the guidelines listed below.

11.1 Participant notifies the IP the desire to purchase prior service credits using Deferred Compensation

funds. IP’s staff assist participant in completing the Purchase of Prior Service Credits (PPSC) Form andobtain any other related form (i.e. Florida Retirement System (FRS) PRO-1 form, FRS members AnnualStatement, etc.).

11.2 IP shall review the documents for completeness and then send them to the Plan Administrator for authorization. Plan Administrator shall review the documents and send incomplete documents back to the IPfor correction.

11.3 Plan Administrator shall prepare an invoice authorizing the release of funds to purchase prior servicecredits. IP completes Section A of the Invoice and mails check using next day delivery to the FloridaRetirement System within three (3) business days of receipt of the invoice. A BDC approved DCS must sign all

documents.

11.4 IP shall send a copy of the invoice to the BDC Specialist (all checks forwarded to the FRS must bereceived no later than June 30

thof each year). All checks delivered to FRS must be accompanied by the

PRO-1 Form and if applicable, the Military Eligibility Form obtained by the participant.

12. Accrued Leave Payment Procedures

Deferrals are allowed from a participant's accrued annual, sick and special compensatory leave payments.



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12.1 IP DCS or other authorized IP staff member shall assist participant in completion of PAF and Requestfor Deferral From Special Supplemental Pay (DSSP) Form. On the PAF the “Effective Salary Warrant Date”and “Amount” to be deferred will be left blank to be completed by the Plan Administrator. Catch-upProvision can be utilized in the year of retirement, therefore, leave payments can be used for this purpose.

12.2 Plan Administrator shall calculate the maximum deferral amount for participant and route deferralinstructions to participant’s pay center.

12.3 Participant's pay center shall submit the deferral from accrued leave on the supplemental payroll or by pay on demand. The deferrals for accrued leave cannot be submitted on the regular payroll schedule.

12.4 BOSP shall arrange for deferred funds to be placed into the DCTF. Non-Centralized pay centers willwire deferred funds to the DCTF.

12.5 Plan Administrator shall prepare a DCTF invoice and send the IP a check for deferral amount with aninstructional memo and a copy of PAF. These checks are not issued on the same day as deferral is madefrom participant's accrued leave payment, nor on their pay day, due to manual processing by participant's paycenter. Wired deferrals are sent to the IP as soon as the funds are received in the DCTF. Plan Administrator emails an instructional email and a copy of the PAF to the IP immediately following wiring of funds to theIP. Plan Administrator shall update the participant's record in the OMNI System to reflect this investment.

12.6 IP shall report these deferrals on the participant's quarterly statement, and will transmit the sameinformation on the monthly valuation file submitted to Records Keeper.

13. Standard Catch-Up Procedures

13.1 IP DCS or other authorized IP staff member shall assist participant in completion of the enrollmentforms or increasing deferrals and an application to participate in Standard Catch-up.

13.2 Plan Administrator shall ensure the participant eligibility to participate in Standard Catch-Up.

a. The earliest a participant may participate is when they are within three calendar years prior to thecalendar year in which he is eligible for unreduced benefits from the Florida Retirement System.

b. Participant must have never done Standard Catch-up before.

c. If participant has retired from State employment and returned to State employment, Catch-upqualifications are based on the second employment only.

d. Participant has adequate Deferred Compensation unused life to date (ULTD) availability which isthe maximum amount of funds that could have been put into Deferred Compensation if the participant had started deferring at the onset of employment with the state.

e. Participant may not do Standard Catch-up the year they turn 70 ½ years old.

f. Participant must not exceed the current year maximum for standard catch-up.

13.3 BDC Specialist posts the standard catch-up information to the OMNI System.

14. Court Ordered Separation of Account



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14.1 BDC receives court order from IP or Participant/Court Appointed Participant’s (CAP) attorney. Courtorder is either final Dissolution of Marriage or Domestic Relations Order.

14.2 BDC shall verify all information needed to process the court ordered separation is included in the courtorder, and that the order is signed by a judge.

14.3 BDC shall send information letters to IP, Participant and CAP. A PAF is provided to the CAP to return

to BDC and indicates desired beneficiary designation. BDC shall forward a copy of the PAF to the IP.

14.4 BDC sends IP copy of the court order and a Separation of Account form to be completed and returnedto BDC.

14.5 Plan Administrator shall ensure the OMNI and CAPRI database systems are updated with separation of account information.

15. IP Procedures for Handling Paid Out Accounts

15.1 Historical files of purged or paid out accounts shall be maintained for five (5) years by BDC and for atleast five (5) years or until the termination of the contract for IPs.Explanation of distribution options -

When a participant is nearing retirement or termination and requests information on distribution options, theIP must furnish written proposals that contain all pertinent information, including terms, conditions, number of years, and percentage of interest to be paid during the payout period.

15.2 Notice of Annuitization - IP shall send a Notice of Annuitization or Periodic Payment to participantand the Plan Administrator. The Plan Administrator shall ensure that a Notice of Annuitization has beensubmitted by the IP for each participant beginning periodic payments for the current month. PlanAdministrator shall use this information to reconcile the total periodic payroll.

16. Discrepancy Report

16.1 BDC shall review the monthly and biweekly BOSP discrepancy report, separate the report by IP, andmail the discrepancy report one (1) day after receipt of the discrepancy report from BOSP.

16.2 IP shall review the Discrepancy Report and correct the discrepancy within thirty (30) days. It is theintention of the Plan Administrator to enforce this procedure consistently in order to ensure the validity of data contained in the OMNI System.

16.3 The IP shall attempt to contact participants on the discrepancy report for invalid address. One mailingof the letter must be have a Return Receipt Requested. If the IP is unable to obtain a valid address for a participant, they must contact an outside source to secure a valid address. The IP shall complete this processwithin thirty (30) days of the first date the participant appears on the report. If the participant address is

correct but the participant fails to respond to the inquiry, the IP may contact the BDC to verify employmentof participant.

16.4 IP shall review the daily error report from Record Keeper and correct the errors immediately. IPshall notify BDC Specialist for corrective action for pay cycle or pay center changes.

17. Loan Program

17.1 The participant contacts IP for the Loan Application package that will include the States LoanApplication along with the Loan Frequently Asked Questions and Answers.



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17.2 Participant completes the loan package and sends it back to the IP.

17.3 IP shall verify that the paperwork is complete and all the loan requirements are met prior toforwarding the Loan Application to the BDC for processing.

17.4 BDC shall verify the participant’s eligibility for a loan and approve eligible loan within 2 businessdays.

17.5 IP shall prepare a monthly loan file consisting of all outstanding loan information, balances, andloan status by the 5th business day of each month and place the file on the SunGard clearing house for BDC retrieval.

17.6 BDC shall upload the IP’s Loan files to the Deferred Compensation Loan Database within 2 business days.



EXHIBIT G GENERAL INSTRUCTIONS

FOR ALL FORMS

GENERAL INFORMATION

PLEASE PRINT

Every form must be printed (except for signatures) in black or blue ballpoint pen or typed. Datacharacters should be placed inside the boxes/lines provided. Be sure the participant’s copy is legible. All

Information must be legible or forms will be REJECTED.

If the required data is too long for the appropriate boxes, write the additional characters underneath or next to the box(es)/lines to which they are related. When recording addresses, you may use standard postal abbreviations.

INITIALING CHANGES

Any correction must be initialed and dated by the participant or Investment Provider (IP) employee. If theemployee’s initials are used, the date indicates when the IP received permission from the participant tomake the correction or change. IP employees are not permitted to change deferral amounts on formsalready signed by the participant unless the participant is contacted on a RECORDED line by an approved

Deferred Compensation Specialist and the correct deferral amount is confirmed by the participant. On thePAF, under the participant’s signature, the Specialist should note: “confirmed on a recorded line” andsign and date the form.

In the event of suspension with termination or retirement, the deferral date may be changed without the participant’s initials provided the Last Official Work Day (LOWD) is prior to the effective deferral dateand written in Special Instructions. Example: LOWD=3/02/11

CHANGES FROM R ECORDED TELEPHONE LINES

All changes may be requested by participants over a recorded (not automated) to the IP. Calls must beanswered by a trained Deferred Compensation Specialist (DCS) and the resulting PAF must be signed by

the Deferred Compensation Specialist. On the line provided for the participant’s signature the Specialistshould note: “Change made on a recorded line” and give the date of the conversation. Changes must befollowed up with a confirmation from the IP to the participant.

Investment Providers must have the ability to retrieve and communicate each participant’s recordedtelephone conversation upon request from the Plan Administrator.

The following changes may be made on a non-recorded line to a member of the staff of the Bureau of Deferred Compensation (DCO): Home address and phone numbers, job location, work phone number,deferrals, and pay cycle.

R EJECTED FORMS When forms (other than PAFs) have been rejected and are being resubmitted after correction, they must be accompanied by the copy of the rejection memorandum. The IP employee must contact the participantto explain the impact of the rejection (if any) upon the process of the transaction. The rejectionmemorandum must have a detailed account of the communication between the IP and the participant.

Depending on the action requested, certain information is required, while other information may beomitted. These procedures should allay some confusion about why SunGard system would reject EPAFssubmitted by the Investment Provider (IP), what to accept and what to send directly to the DCO.



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Forms will be rejected if the minimal requirements below are not completed

1. Information is not printed legibly with a pen.

2. Participant signature and Specialist signature and printed name are missing.

3. Investment Provider three letter abbreviations is missing at the top right on every Form

4. For PAFs –

a. Section 1 must be completed except where noted in the procedures. b. If no box has been checked at the top of the form to provide the purpose or the action to be

taken.

c. Participant signature and/or Deferred Compensation Specialist signature and printed name

are missing.

DEADLINES

The IPs are provided cutoff dates for enrollments, increases, decreases, suspensions and restarts for specific payroll dates. These deadlines are the date for data entry to be completed for the participantrequests to be processed. PAFs should be faxed or mailed overnight to the DC office in the event the IPshas problems with entering information or the PAFs are being rejected in the SunGard database.

The deadline for periodic payment distributions to begin in the following month is the fifth working dayof the current month.

Requests for lump sum distributions will always be processed as soon as possible unless a specific monthand year of distribution are requested on the Request for Distribution (RD) Form . Lump sumdistributions may not be submitted earlier than two months before the payment is to be made.

PARTICIPANT ACTION FORM (PAF)

The PARTICIPANT ACTION FORM (PAF) is the form that will be used for most participants’ requestand sometimes in conjunction with other forms. The procedures used in completing the PAF may varydepending on the type of action required or participant’s request.

ENROLLMENTS

(The steps for completing enrollments on-line or via a recorded phone line follow the same process for hard copy/paper enrollment.)

1. Complete the ENROLLMENT INFORMATION FORM (EIF) first.

a. Have the participant carefully read the first three sections and sign the first section. b. Carefully review with the participant the section, which addresses the Unforeseeable Emergency

process. They must understand the restrictions of funds availability in the Deferred CompensationProgram. The DCO processes Unforeseeable Emergency disbursements. Do not give opinions

about the appropriateness of withdrawal conditions. Requests for withdrawal under this provision are to be referred directly to the State.

c. Your company’s product information must be pre-printed and approved by the State on the (EIF).Explain in detail the investment product(s) section as it pertains to your company and the productsthe employee is considering.



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d. Provide a current copy of “Commonly Asked Questions with Answers” to the participant. (Acurrent copy can be obtained off of the DC Website at www.myfloridadeferredcomp.com.

e. Have the employee carefully read the statements at the bottom of the EIF, then sign and date theform.

f. Deferred Compensation Specialist signature, date and printed name.g. Participant gets a copy of the EIF.

2. Complete the PARTICIPANT ACTION FORM.

DO NOT COMPLETE A PAF WITHOUT REFERRING TO A COPY OF THE EMPLOYEE’S EARNING

STATEMENT (PAY STUB).

a. Indicate Investment Provider’s name in the box at the top right of the form. b. Check the “Enrollment” box under the section labeled “Requested Action.”c. Complete ALL of Section 1-Participant Information.

1) Employee’s name and social security number are to be exactly as they appear on theearnings statement. Always print data on the lines provided.

2) If the employee does not receive a regular earnings statement, they may be on a non-centralized payroll (such as the State Board of Administration) and this must be noted onthe PAF by checking the appropriate box in Section 2.

d. Complete Section 2-Paycycle/Deferral Information, Item A, Deferral Request. Deferralrequests recorded in Item A will continue until the participant submits a new PAF or requestthe change via a recorded line or on-line.1) Complete the payroll information as it pertains to the employee. For seasonal employees,

check the box indicating Seasonal Employment and note the months in which they are

paid (as opposed to the months of the contract period).2) Double check the calculation of deferral amount times the number of pay periods; a

mistake in this section will cause the PAF to be rejected. See procedures for calculatingmaximum deferrals and use the employee’s earnings statement when performing thiscalculation.

3) If the participant wishes to make up for deferrals missed earlier in the calendar year refer to

the procedures for calculating special deferrals and complete Section 2, Items A & B.e. Complete the beneficiary designation section.

1) Required information: Name, address, relationship and percentage of account for each beneficiary, primary and contingent.

2) Contingent beneficiary are optional.a) The contingent will receive the percentage assigned to primary beneficiary if the

primary beneficiary pre-deceases the participant. b) If no contingent is named and the primary beneficiary pre-deceases the participant, the

beneficiary becomes the participant’s estate and must be paid in a lump sum.3) If the beneficiary is a Trust, the name and address of a contact person must be listed (the

participant cannot be the contact person for his/her own trust).

4) If the beneficiary is an Estate, the name and address of the personal representative,executor or executrix must be listed.

5) Upon the death of the primary beneficiary who is receiving benefits, the remaining benefitsare paid to his/her estate.

6) If additional space for beneficiary information is needed attach another PAF. The secondform must also be signed by the participant.



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f. Have the participant to carefully read the statements at the bottom of the form and then signand date the form.

g. Deferred Compensation Specialist signature, date and printed name.h. Participant gets a copy.i. Submit this paperwork to your manager’s administrative office at the earliest possible

opportunity. Do not hold paperwork for any reason.

CALCULATING MAXIMUM DEFERRALS

To calculate maximum allowed deferral: Look at the participant’s earning statement for oneregular pay period.

The regular wages from “this payment” column. Multiply it by 80 % to get the maximumdeferral for one pay period for percentage deferrals.

The maximum annual contribution for 2011 is $16,500.00 for individual under 50 years of ageand $20,500.00 if over 50+ years or 80% of GROSS, whichever is less.

Multiply the deferral amount by the number of times paid each year to get the amount that can be deferred annually. Annual amount cannot exceed the maximum. Amount to be deferred is

to be recorded in Section 2, Item A: Deferral Request.

Do not allow participant to take 80% of the annual income and divide by pay periods becausethat will guarantee missed deferrals. Do not round-up if a participant is doing a dollar amountand double check your calculations.

If at any time, the participant attempts to defer more than 80% of their year-to-date grosswages, the State payroll system will “kick-out” the entire attempted deferral for that pay period. Any missed deferrals at the end of a calendar year cannot be made up in a newcalendar year.

Example:A participant is enrolling to begin deferrals monthly in January 2011 and wants to defer themaximum allowed. Currently his gross for one month is $1,524.25. The projected total annualgross wages for 2011 will be $18,291.00.

$1,524.25 X 80%= $1,219.40 - Maximum monthly deferral.$1,219.40 X 12= $14,632.80 - Total deferrals for 2011.$18,291.00 X 80% = $14,632.80 - Total possible deferral for 2011.

Deferring at $1,219.40 per month the participant will defer all but $1867.20 of his annualmaximum.

In Section 2, Item A: Current deferral request the entries should be as follows:Effective Salary Warrant Date 01/31/11Amount to be Deferred Every Pay Period $1,219.40 Number of Pay Periods 12Total Deferrals $14,632.80



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CALCULATING SPECIAL DEFERRALS

Special deferrals may be used to make up deferrals missed earlier in the calendar year,increase or decrease the amount of deferral for a specific period of time, arrangedeferrals for a specific period of time only or make up for anticipated missed deferrals.(Special deferrals should not be used for participants participating in Catch-UpProvision.) Special Deferrals run for a specific period of time and then are replacedwith an alternate deferral. Both the Deferral Request and Future Deferral Request arerequired on the PAF.

Assuming no other maximums are reached, an employee wanting to defer the fullamount of non-recurring payments must not defer the full payment because 457deferrals are not exempt from FICA and Medicare payroll taxes. Since the amount notdeferred to cover the FICA and Medicare is subject to Withholding tax, an amountmust be held from the deferral to cover the withholding tax as well. The computationof the maximum deferral which will leave sufficient earnings to cover the payroll taxesis determined as follows:

Example:Suppose a gross payment of $1,000.00 at today’s tax rates (FICA-6.2%, Medi-1.45%, W/H-27%)

The formula = Gross Salary - ((Gross Salary - (FICA rate+ Medi rate)-(Tax Rate))1,000 - ((1,000 * .0765)*27) = 1,000 - 97.15 = 902.85

To validate this lets compute the payroll for this participant:

Gross Pay: 1,000.00FICA: 1,000.00 * .062= ($62.00)MEDI: 1,000.00 * .0145= ($14.50)Withholding: 76.50*.27= ($20.66)Deferred Comp: (902.85)

Net Pay: ($0)

NOTE: Keep in mind negative amounts would drop the deduction in the Payroll System,therefore we recommend that some amount be reduced from the deferral in order to reduce thechances of dropping a deduction. In this case make the deferral $900.00 and call the state DCO tolook up the participant deferrals to ensure there are not other deductions.

1. Special Deferrals require both Section 2, Item A: Deferral Request and Section 2, Item B:Future Deferral Request of the PAF to be completed. On the Effective Salary WarrantDate recorded in Item B, the deferral will change to the amount recorded in Item B andwill continue until the participant makes another deferral request.

2. If a participant has missed deferrals earlier in the calendar year, it is important to knowwhy the deferrals were missed.

a. Were deferrals kicked out by Bureau of State Payroll (BOSP)? What was the reason?Check your company’s administrative office to determine the discrepancy list error message.

b. What has changed a bout the participant’s payroll? (Reduced hours, leave without pay, pay cycle change?)



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c. Has the participant increased their other deductions? Remember that DC is the firstdeduction to be dropped by the BOSP if a participant’s net pay will be less than zero.

3. Your first step may be to reduce the current deferral by using the calculation for maximumdeferral.

a. Looking at the participant’s earnings statement, use step 2 and 3 of the calculatingmaximum deferral procedures, using the Year-to-Date amounts. This will tell you howmuch DC could have been contributed. Subtract the amount contributed from the

amount that could have been contributed. b. Take the difference and divide it by several pay periods so that the additional deferrals

will not be as much of a burden. Be sure of the number of pay periods remaining in thecalendar year.

Also be sure there will be enough in the participant’s net check to allow the deferral.

4. If a participant is changing the current deferral to make up for anticipated missed deferrals,the PAF should be submitted directly to the DCO for authorization at least two days prior to the deadline date for the first available pay period in the next month. The PAF musthave the “Special Instructions” box marked at the top. The Special Instructions sectionmust state precisely what deferrals have been missed, what deferrals are expected to be

missed and the reasons for these missed deferrals.

Example:

A participant has an annual taxable gross wage of $20,000.00 and a gross wage of $769.23 each bi-weekly pay day. The annual maximum he can defer is $16,500 in 2011. The participant is paid bi-weekly and has contributed $100.00 each pay period in January, February and March of 2011.The participant wishes to defer $210.00 in April, May and June and then decrease deferrals to$150.00 per pay the remainder of the 2011.

To date the participant has deferred $600.00 (six bi-weekly pay dates). The amount he can stillcontribute is $16,500 – $600.00 = $15,900. If the participant defers $210.00 in April, May andJune (a total of $1260.00), he will still have $14,640 to contribute for 2011. The larger amount of $210.00 will not exceed the allowable maximum for each pay period ($769.23 X 80% = $615.38)and is less than his net salary of $601.22.

The PAF entries in Section 2 should be:

A. Deferral RequestEffective warrant date 04/08/11Amount to be deferred each Pay Period $210.00 Number of Pay Periods 6Total Deferral $1,260.00

B. Future Deferral RequestEffective warrant date 07/01/11Amount to be deferred each Pay Period $150.00 Number of Pay Periods 14Total Deferral $2,100.00

In this example, on 07/01/2011, the deferrals will change to the amount recorded in Item B andremain at that amount until the participant submits another PAF form changing the amount.



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The participant will defer in 2011:January, February, and March $600.00April, May and June $1,260.00July through December $2,100.00Total $3,960.00

GENERAL PAF INFORMATION

1. ALL information in Section 1 is required except where noted in the procedures.

2. At least one box in the top section of the PAF must be checked to identify the purpose or theaction to be taken.

3. For Section 2 changes, Pay Cycle/Deferral Information must be completed. Number of pay periods must match pay cycle. Deferral amount multiplied by the number of pay period mustequal basic total for the year (not necessary for STOPs).

4. For security purposes of changes made on a recorded phone line, please verify the participant bysocial security number, address currently in the system, and date of birth.

5. Participant signature and Specialist signature and printed name are required.6. All Changes must be followed up with a confirmation from the IP to the participant.

NOTE: No deferrals may be changed in the month the deferral is to take place unless the change

is due to an error.

R ESTARTS

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check “Restart” in Special Instructions under “Requested Action.”3. Complete ALL of Section 1-Participant Information. Participant name and SSN is the minimum,

if other information is verified as current in the database.4. Complete Section 2-Deferral Information, Item A.5. Complete Section 3-Beneficiary Designation per participant’s request.(See complete instructions

under Enrollment Procedures, page 2).6. Participant signature and date.

7. Deferred Compensation Specialist signature, date and printed name.8. Participant keeps a copy.

INCREASE DEFERRAL

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Increase Deferral” box under the section labeled, “Requested Action” Be certain the

increase will not cause the participant to exceed the allowed maximum contribution.3. Complete ALL of Section 1-Participant Information. Participant name and SSN is the minimum,

if other information is verified as current in the database.4. Complete Section 2-Deferral Information, Item A. If the participant wishes to increase deferrals

for a specific period of time only, you must complete Items A and B.

5. Update Section 3 as needed.6. Participant signature and date.7. Deferred Compensation Specialist signature, date, and printed name.8. Participant keeps a copy.

PAF DECREASE DEFERRAL

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Decrease Deferral” box under the section labeled “Requested Action.”



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3. Complete ALL of Section 1-Participant Information. Participant name and SSN is the minimum,if other information is verified as current in the database.

4. Complete Section 2-Deferral Information, Item A. If the participant wishes to decrease deferralsfor a specific period of time only, you must complete Items A & B.

5. Update Section 3 as needed.6. Participant signature and date.7. Deferred Compensation Specialist signature, date and printed name.8. Participant keeps a copy.

PAF STOP DEFERRAL

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Stop Deferral” and “Special Instructions” boxes under the section labeled “Requested

Action.”3. Complete all of Section 1-Participant Information. Participant name and SSN is the minimum, if

other information is verified as current in the database.4. Complete Section 2-Deferral Information, Item A with the effective salary warrant date and zeros

in the amount section.5. Update Section 3 as needed.6. Participant signature and date.

7. Deferred Compensation Specialist signature, date and printed name.8. Participant keeps a copy.

CHANGE OF ADDRESS

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Change of Address/Phone Number” box under the section labeled “Requested

Action.”3. Complete all of Section 1-Participant Information. If the participant has left employment, the

Office Phone Number can be omitted.4. Update Section 3 as needed.5. Participant signature and date, or “per request” if change is given on a recorded phone line, by

letter or email.6. Deferred Compensation Specialist signature, date and printed name.7. Participant keeps a copy.

CHANGE OF PAY CYCLE

1. Indicate Investment Provider Name in the box at the top, right of form.2. Check the Pay Cycle Change boxes under the section labeled “Requested Action.”3. Check what you are changing from BW/M or to M/BW.4. Complete ALL of Section 1-Participant Information. Participant name and SSN is the minimum,

if other information is verified as current in the database.5. Complete Section 2-Deferral information, Item A, with the new deferral amount and pay cycle.

6. Update Section 3 as needed.7. Participant signature and date.8. Deferred Compensation Specialist signature, date and printed name.9. Participant keeps or is sent a copy.10. Send a copy of PAF to DCO to be changed on the SunGard System

CHANGE OF BENEFICIARY (IES) 1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Beneficiary Change” box under the section labeled “Requested Action.”



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3. Complete all of Section 1-Participant Information. Participant name and SSN is the minimum, if other information is verified as current in the database.

4. Complete Section 3-Beneficiary Designation.a. Required Information: name, address, spousal relationship and percentage of account for each

beneficiary, primary and contingent. b. If the beneficiary is a Trust, the name and address of a contact person must be listed (the

participant cannot be the contact person for his/her own Trust).c. If the beneficiary is an Estate, the name and address of the personal representative, executor or

executrix must be listed.d. If the beneficiary is a charitable organization, the name and address of that organization must

be listed.5. Participant signature and date.6. Deferred Compensation Specialist signature, date and printed name.7. Participant keeps a copy.

CHANGE OF NAME

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Change of Name From” box and indicate former name in the space to the right of the

box in the section labeled “Requested Action.”

3. Complete ALL of Section 1-Participant Information. Participant name and SSN is the minimum,if other information is verified as current in the database

4. Update Section 3 as needed.5. Participant signature and date.6. Deferred Compensation Specialist signature, date and printed name.7. Participant keeps a copy.8. If the beneficiary is the participant annotated this in the special instructions area at the top left of

the PAF.

CORRECTION OF SOCIAL SECURITY NUMBER

This transaction occurs when the original PAF completed at enrollment contains a Social Security

Number which does not match that on the payroll record.

1. Indicate Investment Provider Name in the box at the top, right of the form.2. Check the “Special Instructions” box in the section labeled “Requested Action.”3. In Special Instructions Section write “Change SS#, Delete (incorrect #).”4. Complete ALL of Section 1-Participant Information, with the correct SS#. Participant name and

SSN is the minimum, if other information is verified as current in the database5. Update Section 3 as needed.6. Participant signature and date.7. Deferred Compensation Specialist signature, date and printed name.8. Participant keeps a copy.

NOTE: All Changes must be followed up with a confirmation from the IP to the participant.

DEFERRAL FROM SPECIAL SUPPLEMENTAL PAY (DSSP)

These forms are submitted to the State when a participant who is expecting to receive specialsupplemental pay (most often, accrued annual and sick leave) wants to defer either their maximum for theyear or a specific amount.



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No one is able to defer all of his or her special supplemental payment. All supplemental payments aresubject to Social Security and Medicare tax. Internal Revenue Publication 15A states that there must bean amount greater than the Social Security and Medicare portion that is taxed for Federal Income tax.The State Payroll System uses a formula that satisfies these requirements and calculates the maximumamount that can be deferred. ALL supplemental payments will have Social Security, Medicare taxdeducted, but only the net payment to the participant will have Federal Income tax deducted.Participants should expect to have some Federal Income tax withheld from these payments.

Employee must be enrolled in the DCP. This can be done simultaneously with the submission of theDSSP.

PAF COMPLETION FOR DSSP 1. DSSP for Participants Leaving Employment

1. Indicate Investment Provider Name in the box at the top, right of the form.

2. If the participant is enrolling to defer from accrued leave, you must check the “Enrollment” box under Requested Action and follow all other procedures for enrollment (See EnrollmentProcedures) and also check the Accrued Leave box under Deferral From Special SupplementalPayroll. If the participant has been actively deferring, check the “Stop Deferral” box under

Requested Action as well. This will suspend regular contributions after the accrued leavedeferral is processed.

3. Participant should be told that ‘Accrued Leave’ means ANY type of leave payment (annual,sick, special compensatory, etc.) The ‘Other’ box is for meritorious award or retroactive salary payment.

4. Check EITHER “Defer Maximum” OR “Defer Up To $___”, as appropriate. Be sure to fill inthe blank if the participant wants a specific amount.

5. Complete ALL of Section #1 – Participant Information.

6. Section #2 – Deferral Information. This section MUST BE LEFT COMPLETELY BLANK.The State will fill information AFTER the deferral has be calculated send the provider a copyof the PAF AFTER the deferral has happened.

7. Update Section #3 as needed.

8. Participant signature and date.

9. Deferred Compensation Specialist signature, date and printed name.

10. Participant gets a copy. You must submit the PAF to State to ensure the deferral is calculatedand entered into the database .

Great care has been taken to make these forms as efficient as possible. If a box has been checked, it is notnecessary to write an explanation in Special Instructions.

2. DSSP for Participants Entering DROP




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2. If the participant is enrolling to defer from accrued leave, you must check the “Enrollment” box and follow all other procedures for enrollment (See Enrollment Procedures) and alsocheck the Accrued Leave box under Deferral From Special Supplemental Payroll. If you areenrolling a participant with a regular deferral as well as a DSSP, there must be two (2) PAFs.The only enrollment PAF that should be submitted to the State office with DSSP forms areenrollments for DSSP only.

3. Check EITHER “Defer Maximum” OR “Defer Up To $___”, as appropriate. Be sure to fill in

the blank if the participant wants a specific amount. (See above – the participant should NOT put the gross amount they expect to be paid in this section.)

4. Remember to check the “Indicator Already Set” box on the PAF if the participant is enrolled inthe Catch Up provision. This will directly influence the amount of the deferral calculated.

5. Complete ALL of Section #1 – Participant Information.

6. Section #2 – Deferral Information. This section MUST BE LEFT COMPLETELY BLANK.The State will fill information AFTER the deferral has be calculated send the provider a copy

of the PAF AFTER the deferral has happened




10. Participant gets a copy. You must submit the PAF to State to ensure the deferral is calculatedand entered into the database .

11. The Entering DROP box must be checked.

Great care has been taken to make these forms as efficient as possible. If a box has been checked, it is notnecessary to write an explanation in Special Instructions unless specifically indicated in these procedures.

3. DSSP for other Supplemental Pay (retroactive or meritorious award pay) 1. Indicate Investment Provider Name in the box at the top, right of the form.

2. Check the Special Instructions box and indicate the reason for the supplemental payment. If the participant is changing employment status (i.e.: going from career service to senior

management) simply write: “change employment status”.

3. If the participant is deferring from retroactive or meritorious award pay, they will most likelynot want to suspend. Do not check the “Stop Deferral” box.

4. If the employee is not already enrolled, you must check the “Enrollment” box and follow allother procedures for enrollment (See Enrollment Procedures) and also check the Other boxunder Deferral from Special Supplemental Payroll,.



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5. Check EITHER “Defer Maximum” OR “Defer Up to $____”, as appropriate. Be sure to fill inthe blank if the participant wants a specific amount. (See above – the participant should NOT put the gross amount they expect to be paid in this section.)

6. Complete ALL of Section #1 - Participant Information.

7. Section #2 – Deferral Information. This section MUST BE LEFT COMPLETELY BLANK.The State will fill information AFTER the deferral has be calculated send the provider a copy

of the PAF AFTER the deferral has happened..




11. Participant gets a copy. You must submit ALL THE OTHER COPIES of the PAF to ensure adeferral.

DSSP FORM COMPLETION The form must be read carefully by the representative, participant and employing agency. Only thetop (original) copy of this form is to be sent to the State Office.

1. Participants should understand that they can defer only 80% of their year-to-date taxable grosswages including special supplemental payment, unless they are participating in the Catch-Up provision.

Example:YTD Gross Wages Before Special Supplemental Payment $10,000.00

Special Supplemental Payment +5,000.00

YTD Gross Wages $15,000.00(x 80%)

Maximum Deferral $12,000.00YTD deferral -950.00

$11,050.00

The remaining $11,050.00 cannot be taken from a special supplemental payment of $5000.00. TheBureau of State Payrolls will calculate the maximum possible deferral which complies withfederal tax laws.

2. This transaction also requires a PAF. (See PAF Completion procedures for DSSP above)

3. Participants requesting benefit commencement more than three (3) months from submission of paperwork must complete a Request for Distribution to delay, rather than begin, distribution of benefits. The Request for Distribution must be attached to DSSP.

4. Participants should be told to contact your office immediately if they receive a check for

their special supplemental payment without deferral. These payments may sometimes becorrected. Failure to notify the State office may result in the delay of the participant’s benefit payment.



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5. Complete ALL participant information at the top of the form.



8. Participant keeps a copy.

9. Participant MUST deliver 1st copy to the Personnel or Payroll Office processing the SpecialSupplemental Pay Warrant. There will be no deferral if the Personnel/Payroll Office does not

receive these instructions.

STANDARD CATCH-UP (CU)

The standard catch up MAY NOT be utilized at the same time as the ‘50+’ catch up.

These forms are submitted to the State. In the last three calendar years prior to the calendar year inwhich they are eligible to retire with unreduced benefits from the Florida Retirement System, a participant

may defer more than the normal maximum using the Catch-Up Provision. This transaction also requiresan Application to Participate in the Catch-Up.

A participant may only catch up the difference between the maximum they could have contributed

since 1/1/82 (or since they were eligible to join DC) and what they actually contributed. Most peoplehave a good idea of when they joined DC and whether they have deferred the maximum (from 1/1/82through 12/31/97 the ceiling was $7,500.) Remind participants who are deferring the current maximumthat they may only defer up to the current maximum for Standard Catch for each of the 3 Catch-Up years,no matter how little they deferred in the past.The State Payroll system will not allow deferrals beyond the “unused plan limit” (YTD maximum plusany amount to be caught up.)

PAF COMPLETION FOR CU 1. Indicate Investment Provider Name in the box at the top, right of the form.

2. Check the “Enrollment,” or “Increase Deferral” box in the section labeled Requested Action or writeRestart in special instructions.

3. Check Standard Catch-Up Box and the appropriate box after. If checking Apply you must attach acompleted CU form and enter a date to start.

4. Complete ALL of Section 1 – Participant Information.

5. Section 2, Item A. Deferrals will continue at the indicated amount until the participant submits a newPAF (or an error occurs because the approved catch up is being exceeded.) It is important that the participant understands that it is their responsibility to keep track of the deferrals and submit a PAFfor suspension or decrease at the appropriate time. Any contributions made under the Catch UpProvision in the year in which the participant leaves employment (or after the third calendar year) or reach 70 ½ which exceeds the normal maximum will be refunded less the federal income tax withheld.

6. Update Section 3 as needed.



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10. Be sure to check the “Indicator Already Set” box when making deferral changes during the Standard

Catch-Up Provision.

CU FORM COMPLETION

1. The CU form is filled out once, at the start of Standard Catch-Up.

2. You must be certain whether the participant is eligible to participate in the Standard Catch-UpProvision.

3. The participant must be eligible for UNREDUCED benefits from the FRS (Florida RetirementSystem) - see criteria listed on the CU Form – at the time they leave employment.

1. Participant must read the top of the CU form and fill in the requested information.

a. Current Age means the age the participant is on the day the form is signed. b. Total years of service as of the day the form is signed.c. Remind the participant that Special Risk service is separate from ‘any other’ type of service.

Check addition to be sure it is correct.d. If the participant is currently contributing to another IP, do not ask or enter the name of that IP.

The relevant information is the amount of any other deferral.

2. The earliest this provision is available is in the last three calendar years prior to the calendar year inwhich the participant is eligible for unreduced benefits through the Florida Retirement System.




REQUEST FOR DISTRIBUTION FORM (RD) PROCEDURES

Once a participant has left state employment they have the options of leaving their money with DeferredComp, rolling the funds out or taking a distribution. If the participant chooses not to take funds out, they

are allowed to leave all funds in the program until the calendar year they reach age 70 ½. If, at this time,they are not employed with the state, then they must take a distribution (RMD). In the case where a participant decides to defer their distribution until a later time, the IP should fill out a PAF to stop their deferrals (see PAF procedures). For rollover procedures please see that section.

FOR ALL R EQUESTS FOR DISTRIBUTION THE IP MUST: 1. Make sure Section 1 is filled out completely with the participant’s information.

2. In Section 2 the participant must have chosen a reason for distribution and the IP must verify thatthey do qualify for the reason (steps laid out below). This section should be initialed by the IP



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representative who has verified that information and the total contributions to the account should be recorded in the “FOR IP USE ONLY” line.

3. Make sure that the participant has read and initialed that they have received tax liabilityinformation from their IP.

4. Check to see if the participant has an outstanding loan balance that would prevent the participantfrom taking the specified amount from their account.

5. Make sure that the participant has elected a payment option and, in the case of fixed/annuity payments, make sure that the participant has chosen a payment frequency. In the case of a lifetimeannuity, the annuitant’s birth certificate must be attached. The Joint and Survivor Life Incomeoption requires a birth certificate from both parties.

6. If the participant wishes to specify when they would like their payment to begin, please make surethey have done so on the form. If they do not specify, then it is assumed that the request is for the benefits to begin at the earliest possible opportunity. For those requests where the payout is afuture date, the form should not be turned into the Deferred Comp office more two months prior tothe requested start date.

7. If the participant is requesting more than one payout option then a form must be submitted for each.

8. Make sure that the participant has signed and dated the form

9. The IP must sign, date and print name on the form

10. The participant should keep a copy of the form.

SEPARATION FROM SERVICE

The participant must provide a contact person, title and phone number for verification of Last OfficialWork Day (LOWD). LOWD should NEVER be verified prior to LOWD having taken place.

DIMINIMUS

1. The participant may receive a onetime distribution while still employed if they meet the following

conditions:

The total Deferred Comp balance does not exceed $5,000.00.

No deferrals have been made for a two year period prior to the date of distribution.

The participant has never taken a distribution from the account under this provision before.

2.

Verify that all of these conditions are met.

3. In Section II, Diminimus should be checked.

4. Annotate the last date of deferral in the “FOR IP USE ONLY” blank.

5. Annotate the total account balance as well as the amount of contributions.



16

DEATH

1. The participant information is still filled out in Section I with the beneficiary information going in thedesignated place in Section 2.

2. In the case of death, a death certificate for the participant must always be attached.

3. If this is a death claim for a contingent beneficiary, the death certificate for the participant and the primary must both be attached.

4. If the beneficiary is a minor then proof of parental or legal guardianship must be attached along andthe form must be signed by the parent or legal guardian. A separate form must be filled out for eachminor if there is more than one making a claim.

5. If the beneficiary is made to an estate, then the forms must be submitted with the Federal TAX ID number of the state and signature of the estate representative or executor. The Letters of Administration from the Court indicating executor or administrator of the estate, and a Letter of Notification from the IRS indicating Tax ID# should also be attached.

IN SERVICE

1. For participants over 70 ½ and still employed with the state. Make sure that In Service Distribution ischecked and that they qualify on behalf of their age.

2. For participants funds that were previously rolled in from another retirement account. Make sure thatthey amount requested does not exceed the amount available from the funds rolled in.

R EQUIRED MINIMUM DISTRIBUTION

1. Ensure that the participant does qualify on behalf of their age.

2. They must make sure that a participant has chosen a payment option and that it is clear of the participant wants a periodic RMD or a onetime RMD payment.

QDRO

1. This is the one case where the original participant info does not go in Section 1, instead the CAP info

will be filled out there.

2. Ensure that the original participant’s name and Social Security Number appear in Section 2 in the

designated area.

COMPANY TO COMPANY TRANSFER (CCT) AUTHORIZATION PROCEDURES

These forms are submitted to the State when a participant wants to suspend or decrease with one companyand begin or increase deferrals with another company or .

Check for any outstanding loans first. If the participant has an outstanding loan, they must have enoughfunds to secure the loan before a transfer can occur.

PAF FOR TRANSFER AND R EPLACEMENT




17

2. Check the Enrollment, box in the section labeled Requested Action if participant is not alreadyenrolled. (See PAF enrollment procedures).

3. Check the “Stop Deferral with” box and indicate old provider name in the space to the right of the box.

4. Complete ALL of Section #1-Participant Information.

5. Complete Section #2-Deferral Information, Item A.





PAF FOR R EPLACEMENT WITH DECREASE

1. Indicate Old Investment Provider Name in the box at the top, right of the form.

2. Check the Decrease box in the section labeled Requested Action.

3. In the section labeled replacement information for company to company transfer, check the “DecreaseDeferral with” box and indicate old provider name in the space to the right of the box.”

4. Complete ALL of Section #1-Participant Information.

5. Complete Section #2-Deferral Information, Item A.





CCT TRANSFER R EPLACEMENT

1. The proposed/new Investment Provider will complete the forms.

1. This transaction requires a PAF to be attached with the CCT Form if the participant is NOT alreadyenrolled and/or deferring with the proposed provider.

2. Complete the top portion with ALL participant information.

4. Complete Section 2, participant must initial box 1, Transfer/Replacement, authorizing a replacementand a full or partial transfer of existing balance.

5. Complete Section 3, to authorize the transfer.



18

a. Item 1 allows a participant to instruct the present Investment Provider concerning full or partialtransfers.

b. You cannot transfer 100% and a dollar amount, select one or the other.c. Instructions on how partial transfers are to be withdrawn must be filled in completely in the

section under item 1.d. Item 2 allows a participant to instruct the proposed Investment Provider how to invest the amount

transferred upon receipt.

6. The participant must read the information above the signature area, sign and date the form.



CCT TRANSFER ONLY

1. The proposed Investment Provider will complete the forms.

2. This transaction is used when a participant has already stop deferring with the present IP and wants totransfer all or a partial amount. Transfer Only should be process immediately since it is not necessary

to wait for a warrant date. No PAF(s) is required.

3. This transaction may require a PAF to be attached with the CCT Form if the participant is NOT already enrolled with the proposed provider

4. Complete the top portion with ALL participant information.

5. Complete Section 2, participant must initial box 2 Transfer Only, authorizing a full or partial transfer of existing balance.

6. Complete Section 3, to authorize the transfer.

a. Item 1 allows a participant to instruct the present Investment Provider concerning full or partialtransfers.

b. You cannot transfer 100% and a dollar amount, select one or the other.c. Instructions on how partial transfers are to be withdrawn must be filled in completely in the

section with asterisk under item 1.d. Item 2 allows a participant to instruct the proposed Investment Provider how to invest the amount

transferred upon receipt.

6. The participant must read the information above the signature area, sign and date the form.



COURT AWARDED PARTICIPANT (CAP)

Court Awarded Participants (CAP) are Plan participants who have received an account value through acourt order in a divorce proceeding.



19

If a client requests information about court awarded accounts (for example, advice as to the wording of acourt order in an on-going divorce proceeding) please have them call the DCO. The DCO is responsiblefor setting up CAP accounts.

You should be familiar with the following information about CAP accounts.

CAP have “limited” rights over their Court Awarded Accounts.

1. A CAP is not permitted to make contributions to the court awarded account.

2. A CAP is not permitted to use the Unforeseeable Emergency provision.

3. If the CAP is also a state employee, he/she is not permitted to combine the court awarded accountwith any other Deferred Compensation account. The CAP may hold one or more separate accountsand hold all the rights afforded to other participants for those separate accounts.

CAP have the following rights and responsibilities over their Court Award Accounts.

1. A CAP must submit a PAF naming a beneficiary or beneficiaries.

2. A CAP is permitted to execute a Plan to Plan Transfer.

3. A CAP may change the investment allocation of funds within the guidelines of the InvestmentProvider.

4. A CAP may transfer their account balance to another Investment Provider within the State of FloridaPlan.

5. The CAP may choose any benefit option of the Investment Provider available to other participants, or choose to delay distribution to some future date before the taxable year in which they reach age 70 ½.

6. CAP accounts will draw interest and suffer any applicable fees.

7. CAP should receive a quarterly a statement of account activity and balance from the InvestmentProvider.

CAP FORMS

1. All PAF forms submitted for CAP must have the current name, social security number, home address,home phone number, sex and date of birth of the CAP in Section 1, and the signature of the CAP inthe space normally used for the participant signature at the bottom of the form.

2. The Special Instructions box should be checked at the top of the form in addition to any other indicated action, i.e., change of address. The Special Instructions line of the form must contain the

name and social security number of the associated participant. The CAP keeps a copy of theform.

3. All RD forms submitted for CAP must have the current name, social security number, home address,home phone number, sex and date of birth of the CAP at the top of the form. The signature of the CAPis to be in the place normally used for the participant signature.

4. All RD forms submitted for CAP must reference the name and social security number of theassociated participant somewhere on the form. You may place the information in any available blank



20

5. All CCT forms submitted for CAP must have the current name, social security number, home address

and home phone number of the CAP at the top of the form. The signature of the CAP is to be at the bottom of the form in the space normally used for the participant signature.

6. All CCT forms submitted for CAP must reference the name and social security number of theassociated participant somewhere on the form. You may place the information in any available spaceon the form. These forms must be accompanied by evidence that the CAP will not be depositing courtawarded funds into a personal DC account to which the CAP has contributed as a full participant.

ROLLOVER INTO/OUT (RO) OF FLORIDA PLAN PROCEDURES

TRANSFERS OUT

A participant requesting transfer of their State of Florida 457 Plan to another tax shelter pension plan mustmeet the following requirements:

1. Participant must have terminate employment with the State of Florida for at least 31 days.

2. Participant must sign a suspension PAF with their Florida investment provider(s), noting intention of rollover under “Special Instructions.” If a participant contacts you requesting a rollover out of theState Plan, be certain to obtain a suspension of deferrals if participant is currently deferring.

3. Complete the “RO FORM” and send it to the DCO along with the receiving Investment Companyletter of acceptance. This form is sent to the participant by the IP.

4. Upon receipt of completed rollover paperwork, State office will invoice the Florida investment provider.

5. Surrendering investment providers are required to notify DCO of account surrender within three (3)days of receipt.

TRANSFERS IN

An individual requesting rollover from another tax shelter to their State of Florida 457 Plan must meet thefollowing requirements:

1. Enroll as a deferred compensation participant with one of Florida’s approved investment providers.

2. Complete the “RO FORM” and send it back to the DCO. These forms are sent to the participant by

the IP or the State office.

Former tax shelter administrator is responsible for invoicing prior investment provider for

surrender of account. The State of Florida has no authority in this transaction. The IP must request thetransfer of funds from the former plan administrator and ensure the timely completion of this transaction.The DCO is available for assistance.

IP receiving a RO is required to immediately notify the DCO to confirm deposit into the

participant’s account.



21

COMPLETING THE RO FORM 1. Indicate Investment Provider Name in the box at the top, right of the form.

2. Complete ALL of Section 1-Participant Information.

3. Ensure participant check the desired action box under the section labeled “Why are you completingthis form?”

4. Ensure the information in the Transfers Out Only section is completed (LOWD) and contact the personnel person to verify the LOWD.

5. For RO Out complete name and address of receiving company.

6. For RO In, complete name and address of the company where the funds are coming from.




PURCHASE OF PRIOR SERVICE CREDITS (PPSC)

Participants may now transfer monies directly from their Deferred Compensation accounts to purchase prior years of service from previous Florida employment, military time, or employment with other statesand/or counties.

Each year, FRS sends a letter to employees detailing the balance of their FRS account with informationon prior service and the amount needed to purchase that prior service. This would allow many employees

to become eligible for unreduced benefits from the FRS sooner than normally possible. The direct transfer of funds from the 457 plan to the FRS makes this a non-taxable event.

The form is sent to the participant from the IP.The participant must also obtain the Pro-1 Form from FRS

This PPSC form must be returned with a copy of the Pro-1 Form from FRS showing the amount

required to purchase prior service.

COMPLETING THE PPSC FORM

1. Indicate Investment Provider Name in the box at the top, right of the form

2. Complete ALL of Section 1-Participant Information

3. Fill in amount requested.





22


LOAN PROGRAM

The Deferred Compensation 457 Plan offers participants the opportunity to take a loan from their Deferred Compensation account. Loans allow participants to use the plan account money beforeretirement without being penalized. Participants are eligible if they meet the minimum requirements of:

1. Having an account balance of $4,000 or more at time of application at one Investment Provider.2. The participant must have been enrolled for at least two years.

COMPLETING THE LOAN FORM

1. Indicate Investment PROVIDER Name in the box at the top, right of the form.

2. Complete ALL of Section 1-Participant Information.

3. Complete Section 2 indicating the amount of the loan and the requested date. Ensure that theminimum and maximum loan amounts are adhered to or the loan request will be rejected.

4. Complete information regarding the repayment schedule.

5. Participant should read the information regarding Income Tax Notice, Authorization and TaxConsequences prior to signing to signing the form. Participant is the initial the box indicating theyhave read and understand the information.





TABLE OF CONTENTS

STATE OF FLORID DEFERRED COMPENSATION PLAN

FORMS PROCEDURES

GENERAL INFORMATION ..................................................................................................................................................... 1

PLEASE PRINT ........................................................................................................................................................................... 1 I NITIALING CHANGES ................................................................................................................................................................ 1 CHANGES FROM R ECORDED TELEPHONE LINES ........................................................................................................................ 1 R EJECTED FORMS ...................................................................................................................................................................... 1 DEADLINES................................................................................................................................................................................ 2

PARTICIPANT ACTION FORM (PAF) .................................................................................................................................. 2

E NROLLMENTS .......................................................................................................................................................................... 2 (THE STEPS FOR COMPLETING ENROLLMENTS ON-LINE OR VIA A RECORDED PHONE LINE FOLLOW THE SAME PROCESS FOR

HARD COPY/PAPER ENROLLMENT.) ............................................................................................................................................ 2 CALCULATING MAXIMUM DEFERRALS ..................................................................................................................................... 4 CALCULATING SPECIAL DEFERRALS ......................................................................................................................................... 5 R ESTARTS.................................................................................................................................................................................. 7 I NCREASE DEFFERAL................................................................................................................................................................. 7 PAF DECREASE DEFERRAL ....................................................................................................................................................... 7 PAF STOP DEFERRAL ................................................................................................................................................................ 8 CHANGE OF PAY CYCLE ............................................................................................................................................................ 8 CORRECTION OF SOCIAL SECURITY NUMBER ............................................................................................................................ 9

DEFERRAL FROM SPECIAL SUPPLEMENTAL PAY (DSSP) .......................................................................................... 9

PAF COMPLETION FOR DSSP .................................................................................................................................................. 10 DSSP FORM COMPLETION ...................................................................................................................................................... 12

STANDARD CATCH-UP (CU) ................................................................................................................................................ 13

PAF COMPLETION FOR CU ...................................................................................................................................................... 13

CU FORM COMPLETION .......................................................................................................................................................... 14

REQUEST FOR DISTRIBUTION FORM (RD) PROCEDURES ........................................................................................ 14

FOR ALL R EQUESTS FOR DISTRIBUTION THE IP MUST: ............................................................................................................ 14 SEPARATION FROM SERVICE ................................................................................................................................................... 15 DIMINIMUS .............................................................................................................................................................................. 15 DEATH..................................................................................................................................................................................... 16 I N SERVICE .............................................................................................................................................................................. 16 R EQUIRED MINIMUM DISTRIBUTION ....................................................................................................................................... 16 QDRO ..................................................................................................................................................................................... 16

COMPANY TO COMPANY TRANSFER (CCT) AUTHORIZATION PROCEDURES .................................................. 16

PAF FOR TRANSFER AND R EPLACEMENT ................................................................................................................................ 16

PAF FOR R EPLACEMENT WITH DECREASE.............................................................................................................................. 17 CCT TRANSFER R EPLACEMENT .............................................................................................................................................. 17 CCT TRANSFER O NLY............................................................................................................................................................. 18

COURT AWARDED PARTICIPANT (CAP) ......................................................................................................................... 18

CAP FORMS ............................................................................................................................................................................ 19

ROLLOVER INTO/OUT (RO) OF FLORIDA PLAN PROCEDURES .............................................................................. 20

TRANSFERS OUT ...................................................................................................................................................................... 20 TRANSFERS I N ......................................................................................................................................................................... 20

PURCHASE OF PRIOR SERVICE CREDITS (PPSC) ........................................................................................................ 21



COMPLETING THE PPSC FORM................................................................................................................................................ 21

LOAN PROGRAM .................................................................................................................................................................... 22

COMPLETING THE LOAN FORM ............................................................................................................................................... 22



DFS-J3-1175 (Rev. 06/11)

EXHIBIT G

STATE OF FLORIDA DEFERRED COMPENSATION PLAN

FORMS PROCEDURES



STATE OF FLORIDA


2010 ANNUAL PERFORMANCE REPORT



STATE OF FLORIDA


2010 ANNUAL PERFORMANCE REPORT

(January 1, 2010 thru December 31, 2010)

Prepared By:

SunGard Omni(Recordkeeper)



Chief Financial Officer of the State of Florida

The Chief Financial Officer (CFO) leads the Department of Financial Services (DFS), which assists consumers who need informationand help related to financial services, including banking, securities and insurance. The CFO oversees the state’s $18 billion treasuryassets, keeps track of all the revenues received and payments throughout state government, licenses all insurance agents and agencies,and investigates insurance fraud. Consumers can also refer to www.myfloridacfo.com.

The CFO also administers the Deferred Compensation Plan, the voluntary retirement savings plan for employees of the State of Florida. In this role, the Bureau of Deferred Compensation educates prospective and current participants, distributes informationalmaterials, markets the program by conducting presentations and seminars throughout the state, monitors performance of all investmentoptions available to employees, and performs many other functions that lead to the efficient operation of Deferred Compensation Plan.

The CFO is also one of four members of the Florida Cabinet, the “Board of Directors” of state government. The Cabinet presides overseveral boards and commissions, and serves as the Financial Services Commission (FSC). The FSC oversees the Office of InsuranceRegulation and the Office of Financial Regulation and appoints the offices’ Commissioners. Along with the Governor and AttorneyGeneral, the Chief Financial Officer also serves as Trustee of the State Board of Administration, which oversees the state’s pensionfund.



TABLE OF CONTENTS

INVESTMENT PROVIDER INFORMATION and GLOSSARY SECTION IPage 1

ACCOUNTS, ASSETS, DEFERRALS AND DISTRIBUTIONS SECTION II

• Summary of Participant Accounts Page 6

• Summary of Plan Assets Page 8

• Summary of Deferrals Page 12

• Summary of Distributions Page 18

DETAIL OF FIXED ACCOUNTS SECTION IIIPage 19

DETAIL OF VARIABLE ACCOUNTS SECTION IVPage 21

2010 INVESTMENT PORTFOLIO RESULTS SECTION VPage 26



Section 1 Page 1

SECTION I

INVESTMENT PROVIDER INFORMATION and GLOSSARY



2

INVESTMENT PROVIDER INFORMATION

INVESTMENT PROVIDERS ABBREVIATED IDENTIFIER

AIG – VALIC AIG

Charles Schwab CS

Great West Life & Annuity Insurance Company GWL

ING Financial Services ING

Nationwide Retirement Solutions NRS

T. Rowe Price & Associates Investment Company TRP

PLAN INVESTMENT PROVIDER HISTORY

Aetna Life Insurance Company, Capitol Life Insurance Company, Nationwide Life Insurance Company and Voyager Life Insurance

Company were the original Plan Investment Providers at the formation and introduction of the Plan in September 1982.

Great American Reserve Insurance Company purchased Voyager Life including the Plan assets in May 1986.

Great West Life & Annuity Life Insurance Company became a Plan Investment Provider in April 1987.

T. Rowe Price & Associates Investment Company became a Plan Investment Provider in May 1987.

Fixed annuity Plan assets of Capitol Life were assumed by Security First Life Insurance Company in July 1989. Variable annuity Planassets of Capitol Life were assumed by Security First Life in November 1989.

American General Financial Group (VALIC) became a Plan Investment Provider in July 1992.

Metropolitan Life Insurance Company purchased Security First Life in October 1997.

Great American Reserve left the Plan as an Investment Provider in December 1997.



Section I3

PLAN INVESTMENT PROVIDER HISTORY (continued)

ING Financial Services purchased Aetna Life including the Plan assets in November 2000, changing their name to ING-Aetna

Financial Services in January 2001.

Security First Life changed its name to MetLife Investors Investment Company in January 2001.

AIG purchased American General Financial Group (VALIC) in August 2001, changing their name to AIG-VALIC in January 2002.

ING-Aetna changed its name to ING in November 2002.

MetLife Investors left the Plan as an Investment Provider in December 2002.

Safeco Insurance Company became a Plan Investment Provider in January 2003.

The Plan assets of MetLife Investors, WAMU and Nationwide Financial Services were assumed by Nationwide Retirement Solutions

in January 2003.

Safeco restructured itself and formed Symetra Financial, a full service investment company, which assumed the Investment Provider

“Self-Directed Brokerage Option” role for the Plan in August 2004.

Symetra Financial withdrew from their role as a Plan Investment Provider on December 31, 2007. The 2007 Annual Values for

Symetra are stated as of 12/21/2007 due to their departure schedule from the Plan.

Symetra Financial participants were rolled into Charles Schwab on 1/1/2008. Charles Schwab is channeled through NRS.

NOTES OF INTEREST:

1 - Great American Reserve is currently not a Plan Investment Provider but maintains appropriate reserves for assets placed in annuity

distribution prior to their acquisition by Nationwide Financial Services.

2 - MetLife Investors and Nationwide Life Insurance are currently not a Plan Investment Provider but maintain appropriate reserves

for assets placed in annuity distribution prior to their acquisition by Nationwide Retirement Services.

3 - Symetra Financial (SYM), as noted above, is no longer an Investment Provider in this Plan. The 2007 Symetra values are included

in this 2008 Annual Report for comparison purposes only.



4

GLOSSARY OF TERMS

ACCOUNTS (BILLABLE): The investment portfolio of an individual participant in the Plan, who is in either the accumulation or

distribution phase. A participant enrolled with multiple providers would count as one billable account per each Investment Provider.

ACCUMULATION: The phase of the participant’s activity within the Plan when deferrals are being placed into their ACCOUNT .

ACTIVE ACCOUNTS: An individual participant ACCOUNT in the Plan that is currently receiving deferrals.

ACCOUNT VALUES: The total of all participant assets in a particular ACCOUNT .

ANNUAL VALUES: All data shown in charts and graphs is as of December 31st

for the year indicated.

DEFERRALS: An amount reduced (set aside) from a participant’s compensation and deposited into their account in the Plan.

DISTRIBUTIONS: An amount from a participant’s account that is being provided to that participant in a lump sum or through

periodic payments.

FIXED PRODUCTS: A fixed product guarantees a rate of return for a specified period of time, usually one calendar quarter. This

term can refer to either an insurance company, bank or investment company product.

INVESTMENT PROVIDERS: A company contracted to issue investment products pursuant to this Plan.

PARTICIPANTS: An individual who is enrolled in the Plan, or their beneficiary.

VARIABLE PRODUCTS: This term can refer to either a money market, mutual fund or a variable annuity. Rates of return are not

guaranteed, and rate of return is calculated based upon the performance (positive or negative) of its underlying investments.

PLEASE NOTE:

In an effort to make this Report more user friendly, dollar amounts have been rounded to the nearest whole number.

All values are for calendar year-end.



Section II 5

SECTION II

ACCOUNTS, ASSETS, DEFERRALS, AND DISTRIBUTIONS



AIG-VALIC (AIG) 14,540 15 13,918 14,555 637 4.6%

CHARLES SCHWAB (CS) 725 0 582 725 143 24.6%

GREAT WEST LIFE (GWL) 10,730 27 10,296 10,757 461 4.5%

ING (ING) 20,784 1,300 21,076 22,084 1,008 4.8%

NATIONWIDE RETIREMENT SOLUTIONS (NRS) 26,315 1,125 30,364 27,440 -2,924 -9.6%

T. ROWE PRICE (TRP) 5,741 77 6,202 5,818 -384 -6.2%

PLAN TOTALS 78,835 2,544 82,438 81,379 -1,059 -1.3%

NOTES:

ACTIVE ACCOUNTS include all participant accounts which may be cu rrently deferring, or not deferring, with an account balance and not in payout status.

(participants may have multiple investment providers).IN PAYOUT includes the participant accounts currently receiving a distribution from the Plan.

IN

PAYOUTINVESTMENT PROVIDERS

Summary of Participant Accounts

2010

TOTAL

2009 - 2010

Percent

Change

2009 - 2010

Change in

Accounts

2009ACTIVE

Section II 6



AIG-VALIC (AIG) 357,636,305$ 477,708$ $ 358,114,013 $ 307,024,478 51,089,535$ 16.6%

CHARLES SCHWAB (CS) 34,955,170$ -$ 34,955,170$ 27,357,919$ 7,597,251$ 27.8%

GREAT AMERICAN RESERVE (GAR) $ - 5,253,518$ $ 5,253,518 $ 5,680,809 $ (427,291) -7.5%

GREAT WEST LIFE (GWL) 173,372,053$ 115,477$ $ 173,487,530 $ 159,099,788 14,387,742$ 9.0%

INVESTMENT PROVIDERS

Summary of Plan Assets

Account ValuesChange in Plan

Assets

% Change in

Plan Assets

(including present value of annuities)

2009 Total

AssetsAnnuity Values Total

2010

ING (ING) 584,081,349$ 16,073,413$ $ 600,154,762 $ 522,521,361 77,633,401$ 14.9%

METLIFE INVESTORS (MET) -$ 13,686,332$ $ 13,686,332 $ 15,781,681 (2,095,349)$ -13.3%

NATIONW DE FINANCIAL SERVICES (NFS) -$ 3,343,859$ $ 3,343,859 $ 3,926,325 (582,466)$ -14.8%

NATIONW DE RETIREMENT SOLUTIONS (NRS) 1,001,969,706$ -$ $ 1,001,969,706 $ 874,468,904 127,500,802$ 14.6%

T. ROWE PRICE (TRP) 355,654,368$ -$ $ 355,654,368 $ 300,081,871 55,572,497$ 18.5%

PLAN TOTALS 2,507,668,950$ 38,950,307$ 2,546,619,257$ 2,215,943,136$ 330,676,121$ 14.9%

Section II 8



AIG-VALIC (AIG) 168,818,949$ 47.2% 188,817,355$ 52.8% 357,636,30$

CHARLES SCHWAB (CS) 7,407,958$ 21.2% 27,547,212$ 78.8% 34,955,17$

GREAT WEST LIFE (GWL) 75,241,694$ 43.4% 98,130,359$ 56.6% 173,372,05$

ING (ING) 319,677,529$ 54.7% 264,403,820$ 45.3% 584,081,34$

NATIONWIDE RETIREMENT SOLUTIONS (NRS) 526,214,794$ 52.5% 475,754,912$ 47.5% 1,001,969,70$

T. ROWE PRICE (TRP) 53,252,934$ 15.0% 302,401,434$ 85.0% 355,654,36$

PLAN TOTALS 1,150,613,858$ 45.9% 1,357,055,092$ 54.1% 2,507,668,95$

TOTALPERCENT OF

TOTAL

Fixed and Variable Plan Assets(excluding present value of annuities)

FIXED VARIABLEPERCENT OF

TOTALINVESTMENT PROVIDERS

Section II 10



%

CHANGE

AIG-VALIC (AIG) 12,958,087$ 17,217,610$ 28,927,253$ 30,175,697$ 4.3%

GREAT WEST LIFE (GWL) 4,480,346$ 8,077,672$ 17,389,214$ 12,558,017$ -27.8%

ING (ING) 16,805,216$ 19,561,453$ 35,180,072$ 36,366,669$ 3.4%

NATIONWIDE RETIREMENT SOLUTIONS (NRS) 28,402,865$ 26,669,702$ 50,779,118$ 55,072,567$ 8.5%

T. ROWE PRICE (TRP) 4,638,615$ 21,262,569$ 25,847,640$ 25,901,184$ 0.2%

PLAN TOTALS 67,285,128$ 92,789,006$ 158,123,297$ 160,074,135$ 1.2%

NOTE: There are no deferrals made directly to Charles Schwab. The deferrals are made to NRS and at the participants request to NRS, their designated assets are moved from

NRS to the Charles Schwab “cash account”.

TOTAL

VARIABLEINVESTMENT PROVIDERS

Summary of Deferrals

2009 2010FIXED

Section II 12



AIG-VALIC

Hardship 207

Lump Sum 726

Recurring 79

Total 1,012

GREAT WEST LIFE

Hardship 235

Lump Sum 616

Recurring 32

Total 883

INGHardship 536

Lump Sum 1,324

Recurring 195

Total 2,055

Hardship 550

Lump Sum 953

Recurring 139

Total 1,642

T. ROWE PRICE

Hardship 19

Lump Sum 169

Recurring 35

Total 223

ALL INVESTMENT PROVIDERSHardship 1,547

Lump Sum 3,788

Recurring 480

PLAN TOTALS 5,8151,546

45

4

3

40

23

6648

109

445

41

74

896

205

464

1,060

1,245 1,391 1,633

92

404

913

2

53 56

7

234

919

239

467

43

35

8

332

219

3

227

4

33

31

207

21

169

17

251

169

163

70

131

431

449

128

74

5

616

392

52

238

335

65

259

35

170

7

141

86

322 275

377 466

34268

164

27 5919

Summary of Account Distributions

INVESTMENT PROVIDERS Distribution Type 1st Quarter 4th Quarter Total Count2nd Quarter 3rd Quarter

59

203

10

271

59

149

58

75

559

NATIONWIDE RETIREMENT SOLUTIONS

65

156

203279

224

3

172

203

17 31

113

Section II 17



Section III 18

SECTION III

DETAIL OF FIXED ACCOUNTS



AIG-VALIC

Fixed Account 168,818,949$ 6.6% 9,555 23,311,714$ 693

Total 168,818,949$ 6.6% 9,555 23,311,714$ 693

CHARLES SCHWABSweep Money Market 6,836,450$ 0.3% *725 1,347,681$ (79)

Certificates of Deposit 571,508$ 0.1% - (165,191)$ -

Total 7,407,958$ 0.4% 725 1,182,491$ (79)

GREAT WEST LIFE

GWL Guaranteed Portfolio 526,214,794$ 20.7% 5,542 453,251,772$ 123

Total 526,214,794$ 20.7% 5,542 453,251,772$ 123

ING

Fixed Account 319,677,529$ 12.6% 13,993 42,070,140$ 812

Total 319,677,529$ 12.6% 13,993 42,070,140$ 812

NATIONWIDE RETIREMENT SOLUTIONS

1 Year CD -$ 0.0% 0 (1,763,099)$ (67)

3 Year CD 1,654,088$ 0.1% 20 (3,909,175)$ (77)

5 Year CD 812,366$ 0.0% 17 (2,658,330)$ (129)

Fixed Account 455,049,414$ 17.9% 15,878 54,693,837$ 1960

Nationwide Bank 6,942,936$ 0.3% 201 6,942,936$ 201

Liquid Savings 61,755,989$ 2.4% 3,370 (11,552,688)$ (286)

Total 526,214,794$ 20.7% 19,486 41,753,482$ 1,602

T. ROWE PRICE

Stable Value Account 53,247,794$ 2.1% 1,374 6,236,003$ (14)

Prime Reserve 5,140$ 0.0% 1 500$ 0

Total 53,252,934$ 2.1% 1,375 6,236,503$ (14)

* Identifies the total number of participants in the Charles Schwab product.

Detail of Fixed Accounts

INVESTMENT PROVIDERS

2010

PLAN TOTALS 63.0%

Percent of

Plan Assets

2009 - 2010

567,806,102$

Values

1,601,586,959$

Number of

Accounts

3,137

Change in

Account Value

Change in

Number of

Accounts

50,676

Section III 19



Section IV 20

SECTION IV

DETAIL OF VARIABLE ACCOUNTS



Section V 25

SECTION V

2010

INVESTMENT PORTFOLIO RESULTS



STATE OF FLORIDA 457 DEFERRED COMPENSATION PLAN

INVESTMENT PRODUCT PERFORMANCE REPORT

HISTORICAL AVERAGE ANNUAL TOTAL RETURNS

STATE OF FLORIDA BUREAU OF DEFERRED COMPENSATION TALLAHASSEE 850-413-3162 or toll free 1-877-299-8002

http://www.MyFloridaDeferredComp.com

* Comparing the Investment Product with its index will give an indication of the fund's performance relative to its benchmark.

* The Star Rating is determined by com paring a fund's risk adjusted returns with all other funds in the same category. A rating is then assigned (5 = best, 1 = worst).

* Short-term and excessive trading fees may apply. Please see the prospectus of the mutual fund for more information.

Period Ending: 12/31/2010

12 Mo 3YR 5YR 10YR

Investment Provider & Product

Morningstar Fund

Category

Ticker

Symbol5 yr Star

Rating

Inception

date (%) (%) (%) (%) (%)

Nationwide Retirement Solutions1-800-949-4457

To enroll online: "www.nrsflorida.com"

Dodge & Cox Income Intrmed.-Term Bond DODIX **** 01/03/89 7.17 7.44 6.45 6.46 0.43 ≈ $4.30

Barcap Aggregate Bond Index 6.54 5.90 5.80 5.84

Fidelity Puritan Moderate Allocation FPURX **** 04/16/47 14.04 0.78 4.52 4.74 0.61 ≈ $6.10

Dow Jones U.S. Moderate Portfolio Index 15.23 3.02 4.79 5.16

Morgan Stanley Inst. Fund Trust Focus Growth Fund P Large Growth MSEGX *** 01/02/96 22.79 -0.43 4.57 1.82 0.91 ≈ $9.10

Russell 1000 Growth Index 16.71 -0.47 3.75 0.02

Fidelity Contrafund Large Growth FCNTX ***** 05/17/67 16.93 -1.71 4.87 5.54 1.02 ≈ $10.20

S&P 500 Index 15.06 -2.86 2.29 1.41Vanguard Institutional Index Large Blend VINIX *** 07/31/90 15.05 -2.80 2.32 1.43 0.05 ≈ $0.50

S&P 500 Index 15.06 -2.86 2.29 1.41

American Century Equity Growth Inv Large Blend BEQGX *** 05/09/91 14.90 -3.45 1.22 1.84 0.70 ≈ $7.00

S&P 500 Index 15.06 -2.86 2.29 1.41

Invesco Van Kampen Growth & Income A Large Value ACGIX *** 08/01/46 12.65 -1.72 2.46 3.75 0.75 ≈ $7.50

Russell 1000 Value Index 15.51 -4.42 1.28 3.26

American Century Equity Income Inv Large Value TWEIX ***** 08/01/94 13.29 0.55 4.33 6.47 0.97 ≈ $9.70


American Century Vista Inv Mid-Cap Growth TWCVX ** 11/25/83 23.87 -8.16 3.22 1.91 1.01 ≈ $10.10

Russell Mid-Cap Growth Index 26.38 0.97 4.88 3.12

Federated Mid-Cap Index Mid-Cap Blend FMDCX **** 11/05/92 26.03 3.18 5.36 6.65 0.56 ≈ $5.60

S&P Mid-Cap 400 Index 26.64 3.52 5.74 7.16

JP Morgan Mid-Cap Value Select Mid-Cap Value JMVSX **** 10/31/01 23.12 1.35 4.57 9.27 1.00 ≈ $10.00

Russell Mid-Cap Value Index 24.75 1.01 4.08 8.07

Fidelity Adv Small Cap Small Growth FSCDX ***** 09/09/98 17.80 3.33 6.47 6.91 1.44 ≈ $14.40

Russell 2000 Growth Index 29.09 2.18 5.30 3.78

Neuberger Berman Genesis Tr Small Blend NBGEX **** 08/26/93 21.38 0.96 6.09 10.26 1.12 ≈ $11.20

Russell 2000 Index 26.86 2.22 4.47 6.33

Vanguard Total International Stock Index Foreign Large Blend VGTSX **** 04/29/96 11.12 -5.30 4.44 5.14 0.622

≈ $6.20

MSCI EAFE Index 4.90 -9.72 -0.26 1.06

AllianceBernstein Internat (Class K)1

(Closed 10/16/2009) Foreign Large Value AIVKX * 03/01/05 3.39 -13.57 -1.80 N/A 1.18 ≈ $11.80

MSCI EAFE Index 4.90 -9.72 -0.26 1.06

ING1-800-282-6295

To enroll online: "www.ingretirementplans.com/custom/fl457"

ING GNMA Income I Intermediate Govt L EINX **** 01/07/02 6.52 6.33 5.94 5.70 0.64 ≈ $6.40

Barcap Mortgage Backed Securities Index 5.37 6.52 6.34 5.89

Vanguard Long Tm Bd Inx Long-Term Bond VBLTX *** 03/01/94 10.26 6.77 5.90 7.09 0.22 ≈ $2.20

Barcap Long Gov/Credit Bond Index 10.16 6.78 5.92 7.11

Amer Funds American Balanced R4 Moderate Allocation RLBEX *** 06/21/02 13.01 0.54 3.88 5.38 0.67 ≈ $6.70


Amer Funds Gr Fund R4 Large Growth RGAEX *** 05/28/02 12.29 -2.72 2.51 2.77 0.70 ≈ $7.00

S&P 500 Index 15.06 -2.86 2.29 1.41

DWS Equity 500 Index S Large Blend BTIEX *** 12/31/92 14.89 -3.00 2.14 1.21 0.27 ≈ $2.70

S&P 500 Index 15.06 -2.86 2.29 1.41

Pioneer Y Large Blend PYODX **** 12/31/96 16.17 -1.48 3.28 2.33 0.71 ≈ $7.10

S&P 500 Index 15.06 -2.86 2.29 1.41

Oppenheimer Main Street A1

(Closed 06/30/2009) Large Blend MSIGX ** 02/03/88 15.78 -2.98 1.80 1.48 1.03 ≈ $10.30

S&P 500 Index 15.06 -2.86 2.29 1.41

Eaton Vance Lg-Cap Val I Large Value EILVX **** 12/28/04 10.36 -5.23 2.26 4.30 0.78 ≈ $7.80


Lord Abbett Affiliated A1

(Closed 06/30/2009) Large Value LAFFX ** 05/01/34 14.30 -4.98 0.90 1.76 0.88≈

$8.80Russell 1000 Value Index 15.51 -4.42 1.28 3.26

Morgan Stanley Ins t Mid -Cap Growth Mid -Cap Growth MACGX **** 01/31/97 32.69 3.70 8.48 4.05 0.98 ≈ $9.80


Vanguard Mid-Cap Index Mid-Cap Blend VMCIX *** 05/21/98 25.42 0.74 4.24 6.72 0.283

≈ $2.80

MSCI US Mid-Cap450 Index 25.69 0.91 4.42 6.37

Baron Growth Small Growth BGRFX **** 12/30/94 24.01 0.42 4.51 8.07 1.35 ≈ $13.50


Allianz NFJ Small Cap Value A Small Value PCVAX **** 01/20/97 24.89 4.41 7.45 11.91 1.24 ≈ $12.40

Russell 2000 Value Index 24.50 2.19 3.52 8.42

Thornburg Intl Value R5 Foreign Large Blend TIVRX ***** 02/01/05 14.08 -4.27 7.23 N/A 0.99 ≈ $9.90

MSCI EAFE Index 4.90 -9.72 -0.26 1.06

Amer Funds New Perspective R4 World Stock RNPEX **** 05/28/02 12.73 -1.25 6.00 5.97 0.83 ≈ $8.30

MSCI World Ndtr_D Index 11.76 -4.85 2.43 2.31

* Fund names in Bold are the variable investment products offered in the Deferred Compensation Plan.

* Index names in italics are the indices identified by Morningstar.

Fees(These are already included in

historical returns)

Historical Returns(Net of Fees)

Expressed as Dollars

Per $1,000

* FDIC and Guarantee of Principal and Interest investment products are attached on Page 5.



Valic1-800-448-2542

To enroll online: "www.valic.com/floridadcp"

Franklin US Govt Securities A Intermediate Govt FKUSX ** 05/29/70 6.08 5.91 5.55 5.22 0.73 ≈ $7.30


Prudential Short-Term Corporate Bond Fund Short-Term Bond PBSMX **** 9/1/1989 4.78 6.23 5.73 5.02 0.81 ≈ $8.10

Barcap 1-5yr Govt/Credit 4.08 4.61 5.06 4.88

American Century Diversified Bond Inv Intermediate-Term Bond ADFIX **** 12/03/01 6.33 6.51 6.14 5.62 0.58 ≈ $5.80

Barcap US Universal Bond Index 5.52 5.07 5.45 5.42

AmCent Inf-Adj Bond Inv Inflation-Protected Bond ACITX *** 02/10/97 5.49 4.91 5.09 6.55 0.48 ≈ $4.80

Barcap US Gov Bond Index 5.52 5.07 5.45 5.42

Janus Adviser Forty S Large Growth JARTX **** 05/01/97 5.62 -5.32 4.86 2.95 1.20 ≈ $12.00


Calvert Social Invmt Eq A(Social Responsible) Large Growth CSIEX **** 08/24/87 17.23 0.28 4.08 3.58 1.22 ≈ $12.20

S&P 500 Index 15.06 -2.86 2.29 1.41

Vanguard Total Stock Market Index Large Blend VITSX **** 07/07/97 17.23 -1.61 3.07 2.58 0.06 ≈ $0.60

Russell 1000 Index 16.10 -2.37 2.59 1.83

American Funds Inv Co America R4 Large Value RICEX **** 05/28/02 10.83 -2.77 2.43 3.11 0.68 ≈ $6.80

S&P 500 Index 15.06 -2.86 2.29 1.41

Invesco Capital Development I Mid-Cap Growth ACDVX ** 03/15/02 19.63 -3.20 3.33 3.95 0.88 ≈ $8.80


Dreyfus Mid-Cap Index Mid-Cap Blend PESPX **** 06/19/91 26.03 3.15 5.34 6.70 0.50 ≈ $5.00

S&P Mid-Cap 400 Index 26.64 3.52 5.74 7.16

Pioneer Mid-Cap Value Y Mid-Cap Value PYCGX *** 07/02/98 18.21 -0.46 3.31 7.23 0.95 ≈ $9.50


Franklin Balance Sheet Invmt A1

(Closed 07/08/2009) Mid-Cap Value FRBSX * 04/02/90 21.85 -1.49 1.45 7.92 1.00 ≈ $10.00


Invesco Van Kampen Sm Cp Val A Small Value VSCAX ***** 06/21/99 29.53 7.14 8.97 10.22 1.25 ≈ $12.50


Invesco Small Cap Growth A Small Growth GTSAX **** 10/18/95 26.28 1.32 5.78 2.84 1.31 ≈ $13.10


Munder Micro-Cap Equity A

1

(Closed 07/08/2009) Small Growth MMEAX * 12/27/96 28.15 -1.08 -1.73 6.43 2.05≈

$20.50Russell 2000 Growth Index 29.09 2.18 5.30 3.78

Dreyfus Premier Tech Growth A Specialty-Technology DTGRX *** 10/13/97 29.55 5.06 6.32 -1.65 1.51 ≈ $15.10

NYSE Arca Tech 100 Index 24.20 4.93 5.34 2.91

Ivy Asset Strategy Y World Allocation WASYX ***** 12/29/95 9.76 0.23 11.26 9.22 1.00 ≈ $10.00

MSCI EAFE 4.90 -9.72 -0.26 1.06

American Funds Capital World Bond R4 World Bond RCWEX *** 08/15/02 5.96 5.22 6.35 7.54 0.89 ≈ $8.90

Barcap Global Aggregate Index 5.54 5.75 6.67 6.74

American Funds EuroPacific R4 Foreign Large Blend REREX ***** 06/07/02 9.39 -3.28 5.55 6.69 0.86 ≈ $8.60

MSCI World ex US Ndtr_D Index 8.95 -6.33 3.05 3.98


12 Mo 3YR 5YR 10YR

Investment Provider & Product

Morningstar Fund

CategoryTicker

Symbol

5-yr Star

RatingInception

date (%) (%) (%) (%) (%)

Great-West Retirement Services

1-800-444-9412To enroll online: "www.florida457.com"

Blackrock Bond Index Intrmed.-Term Bond WFBIX **** 07/02/93 6.79 5.96 5.96 5.83 0.21 ≈ $2.10


PIMCO Total Return Admin Intrmed.-Term Bond PTRAX ***** 09/08/94 8.56 8.82 7.78 7.07 0.71 ≈ $7.10


Janus Growth & Income Large Growth JAGIX ** 05/15/91 8.63 -4.67 0.30 0.68 0.96 ≈ $9.60


Dreyfus Appreciation Large Blend DGAGX **** 01/18/84 15.26 -1.93 3.16 1.35 1.09 ≈ $10.90

S&P 500 Index 15.06 -2.86 2.29 1.41

Neuberger Berman Socially Responsive Inv Large Blend NBSRX **** 03/16/94 22.79 -0.60 3.85 5.16 0.95 ≈ $9.50

S&P 500 Index 15.06 -2.86 2.29 1.41

American Funds Washington A Large Value AWSHX *** 07/31/52 13.34 -3.37 2.06 3.20 0.70 ≈ $7.00

S&P 500 Index 15.06 -2.86 2.29 1.41

Dreyfus Prem New Leaders A1

(Closed 05/28/2009) Mid-Cap Growth DNLDX * 01/29/85 17.62 -4.20 -1.01 2.83 1.32 ≈ $13.20


Perkins Mid-Cap Value Inv Mid-Cap Value JMCVX ***** 08/12/98 14.81 2.84 6.13 9.89 1.02 ≈ $10.20


Columbia Acorn Z Mid-Cap Growth ACRNX **** 06/10/70 26.00 2.64 5.91 9.40 0.77 ≈ $7.70

Russell 2500 Index 26.71 2.48 4.86 6.98

Prudential Jennison Mid Cap Gr Z Mid-Cap Growth PEGZX **** 10/31/01 20.32 2.78 6.76 4.07 0.82 ≈ $8.20


Vanguard Small Cap Index Signal Small Blend VSISX *** 12/15/06 27.85 3.71 5.49 7.28 0.14 ≈ $1.40MSCI US Sm-Cap 1750 Index 27.82 3.55 5.40 7.62

Columbia Sm Cap Val I Z Small Value CSCZX **** 07/28/95 26.06 4.19 5.72 9.14 1.04 ≈ $10.40


Royce Opportunity Inv1

(Closed 05/28/2009) Small Value RYPNX ** 11/19/96 33.78 5.59 6.50 11.00 1.22 ≈ $12.20

Russell 2000 Index 26.86 2.22 4.47 6.33

Artisan International Inv Foreign Large Growth ARTIX *** 12/28/95 5.91 -7.75 3.37 3.60 1.22 ≈ $12.20

MSCI EAFE Index 4.90 -9.72 -0.26 1.06

Fees(These are already included in

returns)

1These funds are closed to new deferrals. Any monies left in these mutual funds will be transferred to it's designated replacement fund 2 years after it's closing date.

Expressed as Dollars

Per $1,000

2The Vanguard Total International Stock Index fund has, included in it's fee, an add-on of 30 basis points that is paid to Nationwide Retirement Services.

Historical Returns

(Net of Fees)

3The Vanguard Mid Cap Index fund has, included in it's fee, an add-on of 20 basis points that is paid to ING



T. Rowe Price1-800-893-0269

To enroll on line: "http://rps.troweprice.com/florida"

For existing participants: "www.rps.troweprice.com"

T .Rowe Price New Income Intrmed-Term Bond PRCIX **** 10/15/73 7.16 6.87 6.21 5.97 0.72 ≈ $7.20

Barcap 5-10 Yr Govt/Credit Index 9.42 6.98 6.45 6.69

T. Rowe Price Spectrum Income Multisector Bond RPSIX *** 06/29/90 9.68 6.12 6.58 6.90 0.72 ≈ $7.20


T. Rowe Price Growth Stock Large Growth PRGFX **** 04/11/50 16.93 -1.11 4.01 2.69 0.73 ≈ $7.30

S&P 500 Index 15.06 -2.86 2.29 1.41

T. Rowe Price Equity Index Trust-A3

Large Blend N/A N/A 12/21/92 14.91 -2.93 2.20 1.32 0.20 ≈ $2.00

S&P 500 Index 15.06 -2.86 2.29 1.41

T. Rowe Price Equity Income Large Value PRFDX **** 10/31/85 15.15 -2.41 2.72 4.31 0.73 ≈ $7.30

S&P 500 Index 15.06 -2.86 2.29 1.41

T. Rowe Price Mid-Cap Growth Mid-Cap Growth RPMGX **** 06/30/92 28.06 3.95 7.13 7.54 0.83 ≈ $8.30

S&P Mid-Cap 400 Index 26.64 3.52 5.74 7.16

T. Rowe Price Capital Appreciation Moderate Allocation PRWCX **** 06/30/86 14.07 3.39 5.77 8.54 0.76 ≈ $7.60


T. Rowe Price Mid-Cap Value Mid-Cap Value TRMCX **** 06/28/96 16.45 3.78 6.21 9.96 0.84 ≈ $8.40

S&P Mid-Cap 400 Index 26.64 3.52 5.74 7.16

T. Rowe Price New Horizons Small Growth PRNHX **** 06/03/60 34.67 5.85 6.24 6.64 0.85 ≈ $8.50


T. Rowe Price Small Cap Stock Small Blend OTCFX **** 06/01/56 32.53 6.94 6.27 7.79 0.95 ≈ $9.50

Russell 2000 Index 26.86 2.22 4.47 6.33

T. Rowe Price Small Cap Value Small Value PRSVX **** 06/30/88 25.25 4.30 5.66 11.39 0.97 ≈ $9.70

Russell 2000 Index 26.86 2.22 4.47 6.33

T. Rowe Price Sci & Tech Technology PRSCX *** 9/30/1987 21.25 4.58 6.51 -2.78 1.00 ≈ $10.00


T. Rowe Price International Gro & Inc Foreign Large Value TRIGX *** 12/21/98 10.49 -6.47 2.93 5.28 0.94 ≈ $9.40

MSCI EAFE 4.90 -9.72 -0.26 1.06

Schwab’s PCRA currently provides access to more than 4,700 mutual funds from 400 fund families. Of the 4,700 mutual funds available, more than 2,700 are offered without loads and transaction fees as

part of the Schwab Mutual Fund OneSource® service, and more than 1,100 are institutional or load-waived funds. Of the 4,700 mutual funds available, approximately 1,500 are no-load funds w th transaction

fees, and 500 are no load, no transaction fee. For a complete listing of available products offer ed through Charles Schw ab & Co. Inc., visit their website at www.schwab.com.

No-Transaction Fee (NTF) Mutual Funds: Trade orders in no-load funds available through Schwab's Mutual Fund OneSource® service (including

All electronic trades are subject to an overriding $35 minimum and a $49.95 maximum. Minimum transaction amounts apply for initial and subsequent purchases and sales.

Other information for all Mutual Fund Transactions: Some funds may also charge sales and/or redemption fees. Please read the prospectuses for details.

Minimum $39 / Maximum $49.95

For Broker Assistance: 1-888-393-7272

Broker-Assisted

Minimum $35 / Maximum $49.95

0.7% of principal, plus $25.00

Minimum/Maximum for Purchases and Sales

MUTUAL FUNDS

Transaction-Fee Mutual Funds: Trades placed through one of Schwab’s electronic channels receive a 20% discount off the stated Broker-Assisted commissions or transaction fees.

Schwab ETFs™ $0.00

Electronic

Pricing (Transaction-Fee Mutual Funds)Trading Channel

Electronic commission, plus $25

Schwab Funds®), as well as certain other funds, are available with no transaction fees when placed through one of Schwab's electronicor Broker assisted channels.

Stocks and non-Schwab ETFs

Electronic

STOCKS - Stock Commissions per Executed Trade(Includes Exchange Traded Funds)

Trading Channel Transaction Fee

$8.95

There is a $25 annual fee associated with this account

1

These funds are closed to new deferrals. Any monies left in these funds will be transferred to it's designated replacement fund 2 years after it's closing date.3See pg. 5 for definition of fund.

To enroll contact Nationwide Retirement Solutions at 1-800-949-4457

Funds available through the self-directed brokerage window have not been selected through any selection process, are not monitored, require investment expertise to prudently

manage and have risk of substantial losses.

Schwab Personal Choice Retirement Account® (PCRA)

Schedule of Commissions and Transaction Fees

0.56% of principal

Broker-Assisted

On-line Brokerage Service



12/31/2010

Morningstar Category Ticker Symbol Inception Date 1YR (%) 3YR(%) 5YR(%) 10YR(%)

Nationwide Investors Conservative Conservative Allocation NDCSX 03/31/00 5.87 2.62 3.85 3.74 1.00

Nationwide Investors Moderate Conservative Conservative Allocation NSDCX 03/31/00 8.43 1.76 3.88 3.80 0.97

Nationwide Investors Moderate Moderate Allocation NSDMX 03/31/00 10.73 0.43 3.56 3.54 0.93

Nationwide Investors Moderate Aggressive Large Growth NDMSX 03/31/00 12.79 -1.25 3.19 3.30 0.94

Nationwide Investors Aggressive Large Growth NDASX 03/31/00 14.57 -2.67 2.66 2.93 0.95

12/31/2010

Morningstar Category Inception Date 1YR (%) 3YR(%) 5YR(%) 10YR(%)

Conservative Profile Conservative Allocation 11/01/02 8.13 4.80 5.50 N/A 0.56

Moderate Profile Moderate Allocation 11/01/02 11.56 2.04 5.16 N/A 0.83

Aggressive Profile Large Growth 11/01/02 14.66 -2.61 3.07 N/A 1.00

1st Quarter 2011

Investment Provider

*ING 1st Quarter 2011 3.75% Rates for all 4 companies are guaranteed for the quarter

(not to fall below 3.40%) 2nd Quarter 2010 3.75% and credited & compounded daily

3rd Quarter 2010 3.80%

4th Quarter 2010 3.80%

*Nationwide 1st Quarter 2011 3.60%

Florida Fixed Account 2nd Quarter 2010 3.60%

(not to fall below 3.50%) 3rd Quarter 2010 3.60%


*VALIC 1st Quarter 2011 3.60%

(not to fall below 3.00%) 2nd Quarter 2010 3.75%

3rd Quarter 2010 3.75%


*Great-West 1st Quarter 2011 2.80%

Retirement Services 2nd Quarter 2010 3.20%

(not to fall below 0.5%) 3rd Quarter 2010 3.10%


Stable Value Fund Offered by T. Rowe Price

T. Rowe Price Inception Date 1YR(%) 3YR(%) 5YR(%) 10YR(%) Expense Ratio

December 31, 2010 09/12/88 4.02% 4.19% 4.31% 4.54% 0.32

**The Stable Value Fund is not a mutual fund. It is a common trust fund established by the T. Rowe Price Trust Company under Maryland banking law, and its units are

exempt from registration under the Securities Act of 1933. Investments in the trust are not deposits or obligations of, or insured or guaranteed by, the U.S. government

or its agencies or the T. Rowe Price Trust Company. Although the trust seeks to preserve the value of your investment at $1.00 per unit, i t is possible to lose money by

investing in the trust. These rates are not fixed for each quarter and may fluctuate.

Stable Value Fund as of:

Historical Returns (Net of Fees)

Lifecycle Funds Offered by Nationwide Retirement Solutions


Fees (These are

already included in

returns)Nationwide Retirement Solutions

Historical Returns as of

Profile Funds Offered by Great-West Retirement ServicesHistorical Returns as of

FDIC Products Offered by Nationwide Retirement Solutions

*Fees are included in the returns of the Guarantee of Principal and Interest

Accounts.

Fees (These are

already included in

returns)

Effective Annual Yield (Net of Fees)* Guarantee Period/Method of Compounding

The assets in the guarantee of principal and interest accounts are backed by

the financial strength of the insurance companies offering them. Additionally,

the Office of Insurance Regulation analyzes the financial condition of the

insurance companies on a quarterly basis.

Great-West Retirement Services

Guarantee of Principal and Interest Accounts for the



Section V

Column Explanations

The Deferred Compensation Program offers five traditional investment companies and one online brokerage service company. A toll-fre

telephone number and a web address are provided for easy access.

Under each Investment Provider Company’s heading is a list of the Products offered by that company. An index is listed below each

product in italics. An index is a comparable standard for that particular fund category.

Listed on the right side of the product name is the product Morningstar Fund Category. A Morningstar fund category identifies what t

of stocks or bonds are held within that particular mutual fund. The definitions for all of these “Morningstar fund categories” can be foun

the last page of this report. The Ticker Symbol is a system of letters used to identify the mutual fund in various types of media such as newspapers, websites, etc. T

are listed next to the Morningstar fund category.

A Star Rating is also used on the report. The 5-year Morningstar Star Rating is a measure of a fund’s risk-adjusted return, relative to sim

funds. Funds are rated from one to five stars, with the top 10% of performers in each Morningstar Category receiving 5 stars and the bot

10% of performers receiving 1 star. The Morningstar Star Rating is used for identifying funds worthy of further research, but should not

considered buy or sell recommendations. Funds with a Star Rating less than 3 are being reviewed for possible termination.

The day a fund begins offering shares is known as its Inception Date. This date signals the beginning of a new mutual fund.

The 12 months, 3, 5, and 10 year Historical Returns display the profit or loss from an investment over that time period. The historical

returns show you the performance of the products for the given time periods. Compare the historical returns to the index returns; you wo

desire your manager of the fund to match or beat the index numbers over extended periods of time. The returns reflect historical

performance and should not be considered indicative of future performance.

A mutual fund company charges an Investment Management Fee before any returns are paid to investors. This fee includes the portfol

manager’s compensation and other expenses associated with operating the mutual fund. The fee is stated as a percentage of the fund’s

average daily net asset value. (When looking at historical returns, the Investment Management fee has already been subtracted). An

approximate dollar value of the fee for a $10,000 account has also been provided for comparison purposes only. The actual dollar amoun

the fee will vary due to factors such as account balance and rate of return. For example, the dollar amount of the fee for a $10,000 accoun

with an Investment Management Fee of 0.91%, earning a 5% return, would be $93 (without any type of fluctuation in the fee or trading

activity). A portion of the Investment Management Fee may be reimbursed to the Investment Company.

It is the policy of the Department of Financial Services (DFS) to make available a broad range of investment options that

varying degrees of risk and return. The DFS has responsibility for insuring that a variety of reasonable investment option

available, that information regarding these options is available to participants, and that program administrative costs are kept

minimum. The State of Florida’s 457 Government Deferred Compensation Plan is a participant directed investment program.

DFS has an established Investment Policy and Product Selection and Retention Policy (IPPSRP) that establishes the investm

standards for the Government Employees’ Deferred Compensation Plan, adopts criteria for the selection and retention of the Pl

investment options, and provides a method for the quarterly evaluation and monitoring of the investment options. Copies o

IPPSRP and product evaluations are available upon request.

For more information, you may contact our office at You may also visit our website at

www.MyFloridaDeferredComp.com. The numbers discussed in this document are a snapshot of performance as of the date indicated. Pas

performance does not guarantee future results. To find more detailed information on products listed in this report contact the Investment Provider directly. A prospectus can be obtained from the Investment Provider Company and should be read carefully before investing.



Section V

Explanation of Morningstar Fund Categories

Mutual funds do not guarantee a rate of return, nor do they guarantee against loss of money invested. There are two things that will cause the valueof a variable fund to increase: 1) the fund is paid interest and/or dividends, which is considered income, or 2) the fund sells a stock or bond at ahigher price than it was purchased for, which is considered capital appreciation. Mutual funds differ based on their investment objectives. Somefunds seek as much income as possible, while others attempt to increase their value solely through capital appreciation. Many funds attempt toincrease in value through both income and capital appreciation. Funds that look to increase in value through income have relatively stable return(low volatility), while funds that seek capital appreciation have relatively unstable returns (high volatility). Listed below are definitions of varioufund objectives.

Blend fund

A mutual fund whose assets are composed of a combination of stocks, bonds, and money market securities, rather than just one or two of these assetclasses (also sometimes called hybrid funds or balanced funds.)

Bond fundA mutual fund that invests in bonds, typically with the objective of providing stable income through regular interest payments.

Conservative Allocation fundA mutual fund that seeks income and capital appreciation is the secondary objective, by investing in stocks, bonds, and cash.Foreign fundA mutual fund that invests in companies located outside of the United States.

Growth fundA mutual fund whose aim is to achieve price appreciation by investing in stocks of established companies. Typically any dividends or income paid tothe fund is minimal, as growth companies will retain all or most of their earnings for research and development and reinvest profits.Intermediate Bond fund

A mutual fund that invests primarily in corporate and other investment-grade U.S. fixed-income issues.Lifecycle fundA mutual fund that is designed for investors of a certain age or with a specific time horizon for investing. They offer different risk profiles thatinvestors can shift between as their circumstance changes.

Multisector Bond fundA mutual fund that invests its assets among several fixed-income sectors, including U.S. government issues, foreign bonds, and high-yield bonds.Moderate Allocation fundA mutual fund that seeks both, capital appreciation and income by investing in stocks, bonds, and cash.

Mutual fundAn investment company that pools money from shareholders and invests in a variety of securities, such as stocks, bonds and money marketinstruments. These funds offer investors the advantages of diversification and professional management.Value fundA mutual fund that invests in companies which it determines to be undervalued. Assuming that a company's share price will not remain undervaluedindefinitely, the funds look to make money by buying before the expected upturn. Value funds tend to focus on safety rather than growth, and oftenchoose investments providing dividends as well as price appreciation.World fundA mutual fund that invests in companies located throughout the world, including the United States.

Large, Mid, or Small CapRefers to the size of the companies that the fund is investing in. Large capitalization stocks are those companies that have a market capitalization

greater than $5 billion. Mid-cap stocks have a market capitalization between $1 billion to $5 billion. Small cap stocks have a market capitalizationranging from $250 million to $1 billion.

Guarantee of Principal and Interest Products

A guarantee of principal and interest product guarantees a rate of return for a specified period of time, usually one quarter (three months). Everycompany except T. Rowe Price offers a guarantee of principal and interest account. T. Rowe Price offers a stable value fund. When the term"guaranteed" is used to describe any product in the Plan, it refers to a guarantee made by one of the companies in the Plan, and not the DeferredCompensation Program nor the State of Florida.

FDIC Products

Certificates of deposit and liquid savings accounts are available in the Plan through NRS. The certificates of deposit and liquid savings accounts arecovered by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.

Historical Returns

The returns reflect historical performance and should not be considered indicative of future performance. Returns include changes in principal value,reinvested dividends, and capital gain distributions. Investment return and principal value will vary and shares may be worth more or less at redemptionthan at original price. Read the fund’s prospectus carefully for more information on management fees, risk, and other expenses before you enroll in afund.

Fee- The fee of the mutual fund offered through the Investment Provider (expense for managing the fund). This fee is subject to change at any time. TheInvestment Provider is responsible for reporting the most recent expense ratios to the Bureau of Deferred Compensation. For the most up-to-date expenseratio, contact the offering Investment Provider.



These servic

are available to participants for a fee.



The returns reflect historical performance and should not

considered indicative of future performance

will vary

The numbers discussed in this document are a snapshot of performance as of the

indicated. Past performance does not guarantee future results. To find more detailed information on products listed in this report contact the Invest

Provider directly. A prospectus can be obtained from the Investment Provider Company and should be read carefully before investing.



STATE OF FLORIDA 457 DEFERRED COMPENSATION PLAN

INVESTMENT PRODUCT PERFORMANCE REPORT

HISTORICAL AVERAGE ANNUAL TOTAL RETURNS

STATE OF FLORIDA BUREAU OF DEFERRED COMPENSATION TALLAHASSEE 850 413 3162 or toll free 1 877 299 8002

http://www.MyFloridaDeferredComp.com

index


12 Mo 3YR 5YR 10YR

Investment Provider & Product Morningstar Fund Category

Ticker

Symbol

5 yr Star

Rating

Inception

date (%) (%) (%) (%) (%)

Nationwide Retirement Solutions1-800-949-4457

To enroll online: "www.nrsflorida.com"

Dodge & Cox Income Intrmed.-Term Bond DODIX **** 01/03/89 6.25 7.72 6.72 6.21 0.43 ≈ $4.30


Fidelity Puritan Moderate Allocation FPURX **** 04/16/47 14.40 5.05 4.80 5.58 0.61 ≈ $6.10


Morgan Stanley Inst. Fund Trust Focus Growth P Large Growth MSEGX **** 01/02/96 25.19 6.36 5.86 4.59 0.91 ≈ $9.10


Fidelity Contrafund Large Growth FCNTX ***** 05/17/67 18.44 3.92 4.91 7.56 0.92 ≈ $9.20

S&P 500 Index 15.65 2.36 2.62 3.29

Vanguard Institutional Index Large Blend VINIX *** 07/31/90 15.61 2.41 2.65 3.31 0.05 ≈ $0.50

S&P 500 Index 15.65 2.36 2.62 3.29

American Century Equity Growth Inv Large Blend BEQGX *** 05/09/91 15.40 1.88 1.73 3.76 0.70 ≈ $7.00

S&P 500 Index 15.65 2.36 2.62 3.29

Invesco Van Kampen Growth & Income A Large Value ACGIX *** 08/01/46 10.81 3.46 2.96 5.21 0.75 ≈ $7.50


American Century Equity Income Inv Large Value TWEIX ***** 08/01/94 13.23 3.74 4.16 7.02 0.97 ≈ $9.70


American Century Vista Inv Mid-Cap Growth TWCVX *** 11/25/83 25.16 -0.17 2.74 5.10 1.01 ≈ $10.10


Federated Mid-Cap Index Mid-Cap Blend FMDCX **** 11/05/92 26.37 9.62 5.67 8.86 0.56 ≈ $5.60

S&P Mid-Cap 400 Index 26.95 10.00 6.07 9.36

JP Morgan Mid-Cap Value Select Mid-Cap Value JMVSX **** 10/31/01 20.81 6.47 4.53 10.03 1.00 ≈ $10.00


Fidelity Adv Small Cap Small Growth FSCDX ***** 09/09/98 23.70 8.88 6.78 8.93 1.44 ≈ $14.40


Neuberger Berman Genesis Tr Small Blend NBGEX ***** 08/26/93 26.16 5.43 6.64 11.33 1.12 ≈ $11.20

Russell 2000 Index 25.79 8.57 3.35 7.87

Vanguard Total International S tock Index Foreign Large Blend VGTSX **** 04/29/96 12.38 -1.65 2.86 6.64 0.56 2≈ $5.60

MSCI EAFE Index 7.47 -5.83 -1.41 2.87

AllianceBernstein Internat (Class K)1Foreign Large Value AIVKX * 03/01/05 4.30 -10.09 -3.79 N/A 1.25 ≈ $12.50

MSCI EAFE Index 7.47 -5.83 -1.41 2.87

Rate Yield Benchmark

2nd Quarter 2011 3.60%

Liquid Savings 0.85% 0.85%

1 year CD 1.05% 1.06%

3 Year CD 2.04% 2.06%

5 Year CD 2.98% 3.02%

Nationwide Bank credits interest daily;

compounds monthly

*Fees are included in the returns of the Guarantee of Principal and Interest Accounts.

Savings Account and Certificate of Deposit

rates are guaranteed for applicable term.

Expressed as

Dollars Per $1,000

Nationwide Fixed Account Rate


2For investments in the Vanguard Total International Stock Index Fund, Nationwide Retirement Services charges a 30 basis point fee for its administrative services to the plan in addition to the

fund fees charged by Vanguard.

Bold

* italics

Fees

Historical Returns

Nationwide Bank FDIC Products

The assets in the guarantee of principal and interest accounts are backed by the financial

strength of the insurance companies offering them. Additionally, the Office of Insurance Regulation analyzes the financial condition of the

insurance companies on a quarterly basis.

Fixed Account rates are guaranteed for the

current quarter and credited & compounded daily.




12 Mo 3YR 5YR 10YR

Investment Provider & Product Morningstar Fund CategoryTicker

Symbol5 yr StarRating

Inceptiondate (%) (%) (%) (%) (%)

ING1-800-282-6295

To enroll online: "www.ingretirementplans.com/custom/fl457"

ING GNMA Income I Intermediat e Govt LEINX **** 01/07/02 5.57 5.83 6.17 5.38 0.64 ≈ $6.40

Barcap Mortgage Backed Securities Index 4.37 5.88 6.48 5.66

Vanguard Long Tm Bd Inx Long-Term Bond VBLTX *** 03/01/94 8.19 6.20 6.56 6.76 0.22 ≈ $2.20

Barcap Long Gov/Credit Bond Index 8.45 6.50 6.65 6.82

Amer Funds American Balanced R4 Moderate Allocation RLBEX **** 06/21/02 13.41 4.14 4.24 5.72 0.67 ≈ $6.70


Amer Funds Gr Fund R4 Large Growth RGAEX *** 05/28/02 13.51 1.71 2.69 4.89 0.68 ≈ $6.80

S&P 500 Index 15.65 2.36 2.62 3.29

DWS Equity 500 Index S Large Blend BTIEX *** 12/31/92 15.43 2.21 2.48 3.09 0.27 ≈ $2.70

S&P 500 Index 15.65 2.36 2.62 3.29

Pioneer Y Large Blend PYODX **** 12/31/96 15.76 2.67 3.29 3.80 0.71 ≈ $7.10

S&P 500 Index 15.65 2.36 2.62 3.29

Oppenheimer Main Street A1

Large Blend MSIGX ** 02/03/88 13.13 1.93 1.35 2.88 1.03 ≈ $10.30

S&P 500 Index 15.65 2.36 2.62 3.29

Eaton Vance Lg-Cap Val I Large Value EILVX **** 12/28/04 7.54 -1.85 1.96 4.87 0.78 ≈ $7.80


Lord Abbett Affiliated A1Large Value LAFFX ** 05/01/34 13.20 0.12 0.86 3.35 0.88 ≈ $8.80


Morgan Stanley Inst Mid-Cap Growth Mid-Cap Growth MACGX ***** 01/31/97 34.72 11.19 8.30 7.89 0.98 ≈ $9.80Russell Mid-Cap Growth Index 26.60 7.63 4.93 6.94

Vanguard Mid-Cap Index Mid-Cap Blend VMCIX *** 05/21/98 24.89 7.33 4.35 8.80 0.28 3≈ $2.80

MSCI US Mid-Cap450 Index 25.21 7.52 4.55 8.41

Baron Growth Small Growth BGRFX **** 12/30/94 27.23 7.29 4.15 9.92 1.35 ≈ $13.50


Allianz NFJ Small Cap Value A Small Value PCVAX ***** 01/20/97 24.68 8.65 7.29 12.35 1.20 ≈ $12.00


Thornburg Intl Value R5 Foreign Large Blend TIVRX ***** 02/01/05 16.85 0.81 6.12 N/A 0.99 ≈ $9.90

MSCI EAFE Index 7.47 -5.83 -1.41 2.87

Amer Funds New Perspective R4 World Stock RNPEX **** 05/28/02 14.59 2.66 5.65 7.19 0.81 ≈ $8.10

MSCI World Ndtr D Index 13.45 -0.25 2.08 4.21

ING Fixed Account Rate


Fixed account rates are guaranteed for the current quarter and

credited & compounded daily.

The assets in the guarantee of principal and interest accounts are backed by the financial strength of the insurance companies offering

them. Additionally, the Office of Insurance Regulation analyzes the financial condition of the insurance companies on a quarterly basis.



Historical Returns

Fees

Expressed asDollars Per $1,000

3For investments in the Vanguard Mid-Cap Index Fund, ING charges a 20 basis point fee for its administrative services to the plan in addition to the fund fees charged by Vanguard.




12 Mo 3YR 5YR 10YR


Symbol

5 yr StarRating

Inception

date (%) (%) (%) (%) (%)

Valic1-800-448-2542

To enroll online: "www.valic.com/floridadcp"

Franklin US Govt Securities A Intermediate Govt FKUSX ** 05/29/70 4.65 5.23 5.70 5.00 0.73 ≈ $7.30


Prudent ia l Shor t-Term Corporate Bond Fund Shor t-Term Bond PBSMX **** 9/1/1989 3.92 5.80 5.89 4.75 0.77 ≈ $7.70

Barcap 1-5yr Govt/Credit 3.13 3.70 5.08 4.58

American Century Diversif ied Bond Inv Intermediate-Term Bond ADFIX **** 12/03/01 4.89 5.44 6.33 5.34 0.58 ≈ $5.80

Barcap US Universal Bond Index 5.73 5.67 6.12 5.82

AmCent Inf-Adj Bond Inv Inflation-Protected Bond ACITX **** 02/10/97 7.18 3.74 5.93 6.26 0.48 ≈ $4.80Barcap US Gov Bond Index 4.28 3.66 5.63 5.15

Janus Adviser Forty S Large Growth JARTX *** 05/01/97 3.06 -3.04 4.47 5.06 1.20 ≈ $12.00


Calve rt Social Invmt Eq A( Social Res ponsible) Large Growt h CSIEX **** 08/24/87 18.63 5.62 4.70 5.18 1.22 ≈ $12.20

S&P 500 Index 15.65 2.36 2.62 3.29

Vanguard Total Stock Market Index Large Blend VITSX **** 07/07/97 17.60 3.81 3.26 4.57 0.05 ≈ $0.50

Russell 1000 Index 16.69 2.98 2.93 3.83

American Funds Inv Co America R4 Large Value RICEX **** 05/28/02 11.95 1.75 2.45 4.16 0.65 ≈ $6.50

S&P 500 Index 15.65 2.36 2.62 3.29

Invesco Capital Development I Mid-Cap Growth ACDVX ** 03/15/02 21.29 4.79 2.69 6.25 0.84 ≈ $8.40


Dreyfus Mid-Cap Index Mid-Cap Blend PESPX **** 06/19/91 26.38 9.60 5.66 8.89 0.50 ≈ $5.00

S&P Mid-Cap 400 Index 26.95 10.00 6.07 9.36

Pioneer Mid-Cap Value Y Mid-Cap Value PYCGX *** 07/02/98 17.27 5.05 3.58 7.93 0.84 ≈ $8.40


Franklin Balance Sheet Invmt A1

Mid-Cap Value FRBSX * 04/02/90 17.72 2.64 0.76 8.32 0.99 ≈ $9.90


Invesco Van Kampen Sm Cp Val A Small Value VSCAX ***** 06/21/99 23.46 11.49 7.96 10.79 1.25 ≈ $12.50


Invesco Small Cap Growth A Small Growth GTSAX **** 10/18/95 32.07 9.99 5.66 6.39 1.25 ≈ $12.50


Munder Micro-Cap Equity A1Small Growth MMEAX * 12/27/96 30.90 5.98 -1.99 8.37 2.25 ≈ $22.50


Dreyfus Premier Tech Growth A Specialty-Technology DTGRX *** 10/13/97 32.34 12.45 6.01 2.41 1.51 ≈ $15.10


Ivy Asset Strategy Y World Allocation WASYX ***** 12/29/95 13.59 2.48 9.72 10.58 1.00 ≈ $10.00

MSCI EAFE 7.47 -5.83 -1.41 2.87

American Funds Capital World Bond R4 World Bond RCWEX *** 08/15/02 6.29 4.07 6.62 7.92 0.89 ≈ $8.90

Barcap Global Aggregate Index 7.15 3.94 6.95 7.02

American Funds EuroPacific R4 Foreign Large Blend REREX ***** 06/07/02 12.35 0.56 4.74 7.99 0.86 ≈ $8.60

MSCI World ex US Ndtr D Index 11.61 -2.23 1.99 5.96

VALIC Fixed Account Rate


The assets in the guarantee of principal and interest accounts are backed by the financial strength of the insurance companies offering them. Additionally, the Office of Insurance Regulation analyzes the

financial condition of the insurance companies on a quarterly basis.

*Fees are included in the returns of the Guarantee of Principal and

Interest Accounts.

Fixed account rates are guaranteed for the current quarter and credited & compounded daily.

Historical Returns

Fees






12 Mo 3YR 5YR 10YR

Investment Provider & Product Morningstar Fund Category

Ticker

Symbol

5 yr tar

Rating

Inception

date (%) (%) (%) (%) (%)

Great-West Retirement Services1

To enroll online: "www.florida457.com"

Blackrock Bond Index Intrmed.-Term Bond WFBIX **** 07/02/93 5.09 5.15 6.15 5.55 0.21 ≈ $2.10


PIMCO Total Return Admin Intrmed.-Term Bond PTRAX ***** 09/08/94 6.59 8.04 8.14 6.88 0.71 ≈ $7.10


Janus Growth & Income (Fund Closes 05/27/2011) Large Growth JAGIX ** 05/15/91 11.16 0.45 0.41 2.58 0.93 ≈ $9.30


BlackRock Cap Apprec (Fund Opens 05/28/2011) Large Growth MAFGX **** 06/25/10 19.81 6.04 5.16 4.03 0.80 ≈ $8.00


Dreyfus Appreciation Large Blend DGAGX ***** 01/18/84 16.70 2.35 3.96 3.09 1.09 ≈ $10.90

S&P 500 Index 15.65 2.36 2.62 3.29

Neuberger Berman Socially Responsive Inv Large Blend NBSRX **** 03/16/94 22.54 4.74 4.59 6.68 0.95 ≈ $9.50

S&P 500 Index 15.65 2.36 2.62 3.29

American Funds Washington A Large Value AWSHX *** 07/31/52 15.90 1.38 2.42 4.00 0.70 ≈ $7.00

S&P 500 Index 15.65 2.36 2.62 3.29

Dreyfus Prem New Leaders A1Mid-Cap Growth DNLDX * 01/29/85 18.80 2.55 -0.32 5.18 1.32 ≈ $13.20


Perkins Mid-Cap Value Inv Mid-Cap Value JMCVX ***** 08/12/98 15.31 6.47 6.28 10.22 1.02 ≈ $10.20


Columbia Acorn Z Mid-Cap Growth ACRNX *** 06/10/70 24.09 8.22 5.08 10.59 0.77 ≈ $7.70

Russell 2500 Index 26.12 8.89 4.39 8.85

Prudential Jennison Mid Cap Gr Z Mid-Cap Growth PEGZX ***** 10/31/01 21.80 9.34 6.53 7.27 0.82 ≈ $8.20


Vanguard Small Cap Index Sig (Closed 04/04/11) Small Blend VSISX *** 12/15/06 26.90 10.14 4.85 8.92 0.14 ≈ $1.40

MSCI US Sm-Cap 1750 Index 26.87 10.00 4.76 9.50

Vanguard Small Cap Index Inst (Opened 04/05/11) Small Blend VSCIX **** 07/07/97 26.99 10.21 4.93 9.05 0.08 ≈ $0.80

MSCI US Sm-Cap 1750 Index 26.87 10.00 4.76 9.50

Columbia Sm Cap Val I Z Small Value CSCZX *** 07/28/95 22.25 7.99 4.27 10.32 1.04 ≈ $10.40


Royce Opportunity Inv1

Small Value RYPNX ** 11/19/96 26.50 11.49 4.61 11.26 1.22 ≈ $12.20

Russell 2000 Index 25.79 8.57 3.35 7.87

Artisan International Inv Foreign Large Growth ARTIX *** 12/28/95 12.40 -2.87 2.00 5.39 1.23 ≈ $12.30

MSCI EAFE Index 7.47 -5.83 -1.41 2.87

Great-West Fixed Account Rate


Inception

Date 1YR (%) 3YR(%) 5YR(%) 10YR(%)

Fixed account rates are guaranteed for the current quarter and

credited & compounded daily.

The assets in the guarantee of principal and interest accounts are backed by the financial strength of the insurance companies offering

them. Additionally, the Office of Insurance Regulation analyzes the financial condition of the insurance companies on a quarterly basis.

Expressed as

Dollars Per $1,000


Fees(These are

already

included inreturns)Great-West Retirement Services

Profile Funds Offered by Great-West Retirement Services



Historical Returns

Fees




12 Mo 3YR 5YR 10YR


Symbol

5 yr Star

RatingInception

date (%) (%) (%) (%) (%)

T. Rowe Price

To enroll online: "http://rps.troweprice.com/florida"

For existing participants: "www.rps.troweprice.com"

T.Rowe Price New Income Intrmed-Term Bond PRCIX **** 10/15/73 5.36 6.27 6.48 5.71 0.72 ≈ $7.20

Barcap 5-10 Yr Govt/Credit Index 7.54 6.04 6.84 6.35

T. Rowe Price Spectrum Income Multisector Bond RPSIX *** 06/29/90 8.95 6.81 6.77 7.00 0.72 ≈ $7.20


T. Rowe Price Growth Stock Large Growth PRGFX *** 04/11/50 17.94 5.11 4.26 4.89 0.73 ≈ $7.30

S&P 500 Index 15.65 2.36 2.62 3.29

T. Rowe Price Equity Index Trust-A3Large Blend N/A N/A 12/21/92 15.49 2.29 2.53 3.20 0.20 ≈ $2.00

S&P 500 Index 15.65 2.36 2.62 3.29

T. Rowe Price Equity Income Large Value PRFDX **** 10/31/85 14.22 2.23 2.78 5.19 0.73 ≈ $7.30

S&P 500 Index 15.65 2.36 2.62 3.29

T. Rowe Price Mid-Cap Growth Mid-Cap Growth RPMGX **** 06/30/92 28.48 11.00 7.63 9.99 0.83 ≈ $8.30

S&P Mid-Cap 400 Index 26.95 10.00 6.07 9.36

T. Rowe Price Capital Appreciation Moderate Allocation PRWCX **** 06/30/86 12.71 6.34 5.89 8.68 0.76 ≈ $7.60


T. Rowe Price Mid-Cap Value Mid-Cap Value TRMCX **** 06/28/96 16.07 8.13 6.17 10.82 0.84 ≈ $8.40

S&P Mid-Cap 400 Index 26.95 10.00 6.07 9.36

T. Rowe Price New Horizons Small Growth PRNHX **** 06/03/60 35.54 14.31 5.97 9.70 0.85 ≈ $8.50


T. Rowe Price Small Cap Stock Small Blend OTCFX **** 06/01/56 31.94 14.37 5.88 9.71 0.95 ≈ $9.50Russell 2000 Index 25.79 8.57 3.35 7.87

T. Rowe Price Small Cap Value Small Value PRSVX **** 06/30/88 25.23 8.60 4.33 11.98 0.97 ≈ $9.70

Russell 2000 Index 25.79 8.57 3.35 7.87

T. Rowe Price Sci & Tech Technology PRSCX *** 09/30/87 21.91 11.48 6.89 2.61 1.00 ≈ $10.00


T. Rowe Price International Gro & Inc Foreign Large Value TRIGX *** 12/21/98 13.68 -1.73 1.92 7.18 0.89 ≈ $8.90

MSCI EAFE 7.47 -5.83 -1.41 2.87

T. Rowe PriceInception

Date 1YR(%) 3YR(%) 5YR(%) 10YR(%)

ExpenseRatio

09/12/88 3.89% 4.10% 4.27% 4.47% 0.32

**The Stable Value Fund is not a mutual fund. It is a common trust fund established by the T. Rowe Price Trust Company under Maryland banking law, and its units are

exempt from registration under the Securities Act of 1933. Investments in the trust are not deposits or obligations of, or insured or guaranteed by, the U.S. government

or its agencies or the T. Rowe Price Trust Company. Although the trust seeks to preserve the value of your investment at $1.00 per unit, it is possible to lose money by

investing in the trust. These rates are not fixed for each quarter and may fluctuate.

1These funds are closed to new deferrals. Any monies left in these funds will be transferred to it's designated replacement fund 2 years after it's closing date.

Fees


3See Stable Value Fund below for the definition of a trust.

Stable Value Fund

Stable Value Fund Offered by T. Rowe Price

Historical Returns

(Net of Fees)



Investments Provider & Product Morningstar Category

Ticker

Symbol3 yr Star

Rating

Inception

Date 1YR (%) 3YR(%) 5YR(%) 10YR(%) (%)

Great WestAmCent LIVESTRONG Inv Retirement Income ARTOX *** 08/31/04 10.35 4.03 4.82 N/A 0.77 ≈ $7.70

Mstar Lifetime Mod 11.35 4.65 5.93 6.76

AmCent LIVESTRONG 2015Inv Target Date 2011-2015 ARFIX ***** 08/31/04 11.06 3.72 4.78 N/A 0.80 ≈ $8.00

Morningstar Lifetime Mod 2015 14.04 4.74 5.75 7.21

AmCent LIVESTRONG 2025Inv Target Date 2021-2025 ARWIX ***** 08/31/04 12.88 3.70 4.58 N/A 0.86≈

$8.60Morningstar Lifetime Mod 2025 16.47 4.26 5.14 7.31

AmCent LIVESTRONG 2035Inv Target Date 2031-2035 ARYIX ***** 08/31/04 14.53 3.25 3.05 N/A 0.91 ≈ $9.10


AmCent LIVESTRONG 2045Inv Target Date 2041-2045 AROIX ***** 08/31/04 15.74 3.08 4.11 N/A 0.95 ≈ $9.50Morningstar Lifetime Mod 2045 18.30 3.95 4.87 7.65

INGVanguard Target Rtmt Inc4

Retirement Income VTINX **** 10/27/03 8.67 4.26 5.12 N/A 0.52 ≈ $5.20

11.35 4.65 5.93 6.76

Vanguard Target Rtmt 20104Target Date 2000-2010 VTENX **** 06/07/06 10.56 3.84 N/A N/A 0.52 ≈ $5.20


Vanguard Target Rtmt 20154Target Date 2011-2015 VTXVX **** 10/27/03 11.54 3.77 4.23 N/A 0.52 ≈ $5.20


Vanguard Target Rtmt 20204Target Date 2016-2020 VTWNX **** 06/07/06 12.30 3.52 N/A N/A 0.53 ≈ $5.30


Vanguard Target Rtmt 20254Target Date 2021-2025 VTTVX **** 10/27/03 13.13 3.21 3.70 N/A 0.53 ≈ $5.30


Vanguard Target Rtmt 20304Target Date 2026-2030 VTHRX **** 06/07/06 13.89 2.90 N/A N/A 0.54 ≈ $5.40


Vanguard Target Rtmt 20354Target Date 2031-2035 VTTHX **** 10/27/03 14.73 2.88 3.32 N/A 0.54 ≈ $5.40


Vanguard Target Rtmt 20404Target Date 2036-2040 VFORX **** 06/07/06 14.89 3.01 N/A N/A 0.54 ≈ $5.40


Vanguard Target Rtmt 20454Target Date 2041-2045 VTIVX **** 10/27/03 14.86 2.94 3.35 N/A 0.54 ≈ $5.40


Vanguard Target Rtmt 20504 Target Date 2050+ VFIFX **** 06/07/06 14.90 2.98 N/A N/A 0.54 ≈ $5.40Morningstar Lifetime Mod 2050 18.31 3.95 4.93 7.76

ValicWells Fargo Adv DJ Tgt 2010 Adm Target Date 2000-2010 WFLGX ***** 11/08/99 8.36 3.59 4.34 4.24 0.83 ≈ $8.30


Wells Fargo Adv DJ Tgt 2020 Adm Target Date 2016-2020 WFLPX ***** 11/08/99 10.87 3.39 4.02 4.12 0.85 ≈ $8.50


Wells Fargo Adv DJ Tgt 2030 Adm Target Date 2026-2030 WFLIX ***** 03/01/94 14.07 3.71 3.92 4.18 0.86 ≈ $8.60


Wells Fargo Adv DJ Tgt 2040 Adm Target Date 2036-2040 WFLWX **** 11/08/99 16.06 4.00 3.94 4.29 0.87 ≈ $8.70


Wells Fargo Adv DJ Tgt 2050 Adm Target Date 2050+ WFQDX **** 06/29/07 16.49 4.26 N/A N/A 0.87 ≈ $8.70


4For investments in the Vanguard Target Retirement Funds, ING charges a 35 basis point f ee for its administrative services to the plan in addition to the fund fees charged by Vanguard.



Mstar Lifetime Mod

Fees

Target Date Retirement Funds



Investments Provider & Product Morningstar CategoryTicker

Symbol

3 yr Star

Rating

Inception

Date 1YR (%) 3YR(%) 5YR(%) 10YR(%) (%)

T. Rowe PriceT. Rowe Price Retirement Income Target-Date 2000-2014 TRRIX *** 09/30/02 9.87 5.26 5.12 N/A 0.59 ≈ $5.90

Mstar Lifetime Mod 11.35 4.65 5.93 6.76

T. Rowe Price Retirement 2005 Target-Date 2000-2014 TRRFX **** 02/27/04 11.20 5.30 5.12 N/A 0.61 ≈ $6.10


T. Rowe Price Retirement 2010 Target-Date 2000-2014 TRRAX *** 09/30/02 12.38 5.09 4.86 N/A 0.64 ≈ $6.40


T. Rowe Price Retirement 2015 Target-Date 2015-2029 TRRGX *** 02/27/04 13.68 5.11 4.78 N/A 0.68 ≈ $6.80


T. Rowe Price Retirement 2020 Target-Date 2015-2029 TRRBX *** 09/30/02 14.79 5.00 4.57 N/A 0.71 ≈ $7.10


T. Rowe Price Retirement 2025 Target-Date 2015-2029 TRRHX *** 02/27/04 15.59 4.82 4.38 N/A 0.74 ≈ $7.40


T. Rowe Price Retirement 2030 Target-Date 2030+ TRRCX *** 09/30/02 16.37 4.72 4.23 N/A 0.76 ≈ $7.60


T. Rowe Price Retirement 2035 Target-Date 2030+ TRRJX *** 02/27/04 16.91 4.66 4.12 N/A 0.77 ≈ $7.70


T. Rowe Price Retirement 2040 Target-Date 2030+ TRRDX *** 09/30/02 16.94 4.72 4.16 N/A 0.77 ≈ $7.70


T. Rowe Price Retirement 2045 Target-Date 2030+ TRRKX *** 05/31/05 16.87 4.72 4.16 N/A 0.77 ≈ $7.70


T. Rowe Price Retirement 2050 Target-Date 2030+ TRRMX **** 12/29/06 16.84 N/A N/A N/A 0.77 ≈ $7.70


T. Rowe Price Retirement 2055 Target-Date 2030+ TRRNX **** 12/29/06 16.98 4.65 N/A N/A 0.77 ≈ $7.70

18.27 3.95 4.96 7.78

Nationwide

Fidelity Freedom Income Retirement Income FFFAX **** 10/17/96 7.33 4.45 4.25 4.10 0.50 ≈ $5.00

11.35 4.65 5.93 6.76

Fidelity Freedom 2015 Target-Date 2011-2015 FFVFX *** 11/06/03 12.24 4.02 3.96 N/A 0.68 ≈ $6.80


Fidelity Freedom 2020 Target-Date 2016-2020 FFFDX *** 10/17/96 13.47 3.45 3.54 4.80 0.74≈

$7.40Morningstar Lifetime Mod 2020 15.22 4.53 5.46 7.26

Fidelity Freedom 2025 Target-Date 2021-2025 FFTWX *** 11/06/03 14.57 3.58 3.52 N/A 0.76 ≈ $7.60


Fidelity Freedom 2030 Target-Date 2026-2030 FFFEX *** 10/17/96 14.73 2.58 2.83 4.46 0.79 ≈ $7.90


Fidelity Freedom 2035 Target-Date 2031-2035 FFTHX *** 11/06/03 15.63 2.66 2.82 N/A 0.81 ≈ $8.10


Fidelity Freedom 2040 Target-Date 2036-2040 FFFFX *** 09/06/00 15.66 2.38 2.63 N/A 0.81 ≈ $8.10


Fidelity Freedom 2045 Target-Date 2041-2045 FFFGX *** 06/01/06 15.99 2.42 N/A N/A 0.82 ≈ $8.20


Fidelity Freedom 2050 Target-Date 2046-2050 FFFHX *** 06/01/06 16.17 1.95 N/A N/A 0.84 ≈ $8.40


Fees


Expressed as

Dollars Per $1,000

Target Date Retirement Funds

Mstar Lifetime Mod

Morningstar Lifetime Mod 2055



Morningstar Category Ticker SymbolInception

Date 1YR (%) 3YR(%) 5YR(%) 10YR(%)

No-Transaction Fee (NTF) Mutual Funds:

Lifecycle Funds Offered by Nationwide Retirement Solutions

Historical Returns (Net of Fees) Fees (Theseare alreadyincluded in

returns)Nationwide Retirement Solutions

Broker-Assisted

www.schwab.com

Transaction-Fee Mutual Funds:

(Transaction-FeeMutual Funds)

Electronic

Other information for all Mutual Fund Transactions: Some funds may also charge sales and/or redemption fees. Please read theprospectuses for details.

Schedule of Commissions and Transaction Fees

STOCKS -

MUTUAL FUNDS

Broker-Assisted

Schwab Personal Choice Retirement Account® (PCRA)

To enroll contact Nationwide Retirement Solutions at

There is a $25 annual fee associated with this account that is paid to Nationwide.

Electronic

Funds available through the self-directed brokerage window have not been selected through any selection process, are not monitored, require investment

expertise to prudently manage and have risk of substantial losses.



Exhibit J

ADMINISTRATIVE FEES COLLECTED

FOR OPERATION OF THE

FLORIDA DEFERRED COMPENSATION PLAN

The Record Keeper shall provide a Participant Account Report to the Records

Administrator by the 12TH day of each month. The Participant Account

Report shall provide the total number of all plan participant accounts

(deferring, not deferring or in payout) with each Investment Provider. The

Records Administrator will use the number of plan participant accounts on

the Participant Account Report to individually invoice, at the established

administrative fee each of the Investment Providers. Invoices will be sent

electronically by the 15th day of each month.

The Investment Providers will forward the invoiced amount to the State of

Florida Department of Financial Services, via electronic transfer, within seven

business days after receipt of the invoice.

In the event that a participant has an account with more than one

Investment Provider, each Investment Provider with which that participant

has an account shall pay the monthly administrative fee. Any matter or

dispute related to the invoiced amount shall be resolved between the

Investment Provider and Records Administrator.

These participant account payments shall fund the operation of the Bureau of

Deferred Compensation and, the Record Keeper’s compensation for services

provided in connection with the participant and Investment Provider’s records

for the Florida Deferred Compensation Plan.



The Record Keeper shall not, in connection with the records keeping of this

Plan, impose any other charge of any description and shall accept no other

form of remuneration from any Investment Provider or any other person,

firm or corporation for record keeping services related to the Florida Deferred

Compensation Plan.



State of Florida

PUR 1000

General Contract Conditions

Contents

1. Definitions.2. Purchase Orders.3. Product Version.4. Price Changes Applicable only to Term Contracts.5. Additional Quantities.6. Packaging.7. Inspection at Contractor’s Site.8. Safety Standards.9. Americans with Disabilities Act.10. Literature.

11. Transportation and Delivery.12. Installation.13. Risk of Loss.14. Transaction Fee.15. Invoicing and Payment.16. Taxes.17. Governmental Restrictions.18. Lobbying and Integrity.19. Indemnification.20. Limitation of Liability.21. Suspension of Work.22. Termination for Convenience.23. Termination for Cause.24. Force Majeure, Notice of Delay, and No Damages for Delay.25. Changes.26. Renewal.27. Purchase Order Duration.28. Advertising.29. Assignment.30. Antitrust Assignment31. Dispute Resolution.32. Employees, Subcontractors, and Agents.33. Security and Confidentiality.34. Contractor Employees, Subcontractors, and Other Agents.35. Insurance Requirements.36. Warranty of Authority.37. Warranty of Ability to Perform.38. Notices.39. Leases and Installment Purchases.40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).

PUR 1000 (10/06)60A-1.002, F.A.C.

1



41. Products Available from the Blind or Other Handicapped.42. Modification of Terms.43. Cooperative Purchasing.44. Waiver.45. Annual Appropriations.

46. Execution in Counterparts.47. Severability.

1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to thisagreement. The following additional terms are also defined:

(a) “Contract” means the legally enforceable agreement that results from a successfulsolicitation. The parties to the Contract will be the Customer and Contractor.

(b) “Customer” means the State agency or other entity identified in a contract as the

party to receive commodities or contractual services pursuant to a contract or that orderscommodities or contractual services via purchase order or other contractual instrumentfrom the Contractor under the Contract. The “Customer” may also be the “Buyer” asdefined in the PUR 1001 if it meets the definition of both terms.

(c) “Product” means any deliverable under the Contract, which may includecommodities, services, technology or software.

(d) “Purchase order” means the form or format a Customer uses to make a purchaseunder the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, contract or other authorized means).

2. Purchase Orders. In contracts where commodities or services are ordered by theCustomer via purchase order, Contractor shall not deliver or furnish products until aCustomer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, andshall be deemed to incorporate by reference the Contract and solicitation terms andconditions. Any discrepancy between the Contract terms and the terms stated on theContractor’s order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference therequirements of subparagraphs (a) through (f) thereof. Customers shall designate acontract manager and a contract administrator as required by subsections 287.057(15) and(16) of the Florida Statutes.

3. Product Version. Purchase orders shall be deemed to reference a manufacturer’s mostrecently release model or version of the product at the time of the order, unless theCustomer specifically requests in writing an earlier model or version and the contractor iswilling to provide such model or version.

PUR 1000 (10/06)60A-1.002, F.A.C.

2



4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the following provisions apply.

(a) Quantity Discounts. Contractors are urged to offer additional discounts for one timedelivery of large single orders. Customers should seek to negotiate additional price

concessions on quantity purchases of any products offered under the Contract. StateCustomers shall document their files accordingly.

(b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then atthe discretion of the Customer the price under the Contract shall be immediately reducedto the lower price.

(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract termdue to a change in market conditions, a Contractor may conduct sales promotions

involving price reductions for a specified lesser period. A Contractor shall submit to theContract Specialist documentation identifying the proposed (1) starting and ending datesof the promotion, (2) products involved, and (3) promotional prices compared to then-authorized prices. Promotional prices shall be available to all Customers. Uponapproval, the Contractor shall provide conspicuous notice of the promotion.

(d) Trade-In. Customers may trade-in equipment when making purchases from theContract. A trade-in shall be negotiated between the Customer and the Contractor.Customers are obligated to actively seek current fair market value when tradingequipment, and to keep accurate records of the process. For State agencies, it may benecessary to provide documentation to the Department of Financial Services and to theagency property custodian pursuant to Chapter 273, F.S.

(e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitableadjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances thatsatisfy all the following criteria: (1) the volatility is due to causes wholly beyond theContractor’s control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply issubstantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss.

5. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up tothe amount shown on the solicitation but not to exceed the threshold for Category Two atthe prices submitted in the response to the solicitation.

6. Packaging. Tangible product shall be securely and properly packed for shipment,storage, and stocking in appropriate, clearly labeled, shipping containers and according to

PUR 1000 (10/06)60A-1.002, F.A.C.

3



accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer’s property.

7. Inspection at Contractor’s Site. The Customer reserves the right to inspect, at anyreasonable time with prior notice, the equipment or product or plant or other facilities of aContractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance.

8. Safety Standards. All manufactured items and fabricated assemblies subject tooperation under pressure, operation by connection to an electric source, or operationinvolving connection to a manufactured, natural, or LP gas source shall be constructedand approved in a manner acceptable to the appropriate State inspector. Acceptabilitycustomarily requires, at a minimum, identification marking of the appropriate safetystandard organization, where such approvals of listings have been established for the type

of device offered and furnished, for example: the American Society of MechanicalEngineers for pressure vessels; the Underwriters Laboratories and/or National ElectricalManufacturers’ Association for electrically operated assemblies; and the American GasAssociation for gas-operated assemblies. In addition, all items furnished shall meet allapplicable requirements of the Occupational Safety and Health Act and state and federalrequirements relating to clean air and water pollution.

9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals.

10. Literature. Upon request, the Contractor shall furnish literature reasonably related tothe product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc.

11. Transportation and Delivery. Prices shall include all charges for packing, handling,freight, distribution, and inside delivery. Transportation of goods shall be FOBDestination to any point within thirty (30) days after the Customer places an Order. AContractor, within five (5) days after receiving a purchase order, shall notify theCustomer of any potential delivery delays. Evidence of inability or intentional delaysshall be cause for Contract cancellation and Contractor suspension.

12. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product in the required locations at no additional charge, unlessotherwise designated on the Contract or purchase order. Contractor’s authorized productand price list shall clearly and separately identify any additional installation charges. Allmaterials used in the installation shall be of good quality and shall be free of defects thatwould diminish the appearance of the product or render it structurally or operationallyunsound. Installation includes the furnishing of any equipment, rigging, and materialsrequired to install or replace the product in the proper location. Contractor shall protectthe site from damage and shall repair damages or injury caused during installation by

PUR 1000 (10/06)60A-1.002, F.A.C.

4



Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., isrequired to achieve installation, the Contractor shall promptly restore the structure or siteto its original condition. Contractor shall perform installation work so as to cause theleast inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of

work shall be left clean and in a neat and unobstructed condition, with everything insatisfactory repair and order.

13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S.Until acceptance, risk of loss or damage shall remain with the Contractor. TheContractor shall be responsible for filing, processing, and collecting all damage claims.To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier’s Bill of Lading; report damages tothe carrier and the Contractor; and provide the Contractor with a copy of the carrier’s Billof Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon

rejection notification, the risk of loss of rejected or non-conforming product shall remainwith the Contractor. Rejected product not removed by the Contractor within ten daysshall be deemed abandoned by the Contractor, and the Customer shall have the right todispose of it as its own property. Contractor shall reimburse the Customer for costs andexpenses incurred in storing or effecting removal or disposition of rejected product.

14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, astatewide eProcurement System (“System”). Pursuant to section 287.057(23), FloridaStatutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%),which the Contractor shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C.

For payments within the State accounting system (FLAIR or its successor), theTransaction Fee shall, when possible, be automatically deducted from payments to theContractor. If automatic deduction is not possible, the Contractor shall pay theTransaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reportsand corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault,act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee isnon-refundable when an item is rejected or returned, or declined, due to the Contractor’sfailure to perform or comply with specifications or requirements of the agreement.

Failure to comply with these requirements shall constitute grounds for declaring the

Contractor in default and recovering reprocurement costs from the Contractor in additionto all outstanding fees. CONTRACTORS DELINQUENT IN PAYING

TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE

DEPARTMENT OF MANAGEMENT SERVICES’ VENDOR LIST AS

PROVIDED IN RULE 60A-1.006, F.A.C.

15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. The State may

PUR 1000 (10/06)60A-1.002, F.A.C.

5



require any other information from the Contractor that the State deems necessary toverify any purchase order placed under the Contract.

At the State's option, Contractors may be required to invoice electronically pursuant toguidelines of the Department of Management Services. Current guidelines require thatContractor supply electronic invoices in lieu of paper-based invoices for those

transactions processed through the system. Electronic invoices shall be submitted to theCustomer through the Ariba Supplier Network (ASN) in one of the followingmechanisms – EDI 810, cXML, or web-based invoice entry within the ASN.

Payment shall be made in accordance with sections 215.422 and 287.0585 of the FloridaStatutes, which govern time limits for payment of invoices. Invoices that must bereturned to a Contractor due to preparation errors will result in a delay in payment.Contractors may call (850) 413-7269 Monday through Friday to inquire about the statusof payments by State Agencies. The Customer is responsible for all payments under theContract. A Customer’s failure to pay, or delay in payment, shall not constitute a breachof the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers.

16. Taxes. The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes leviedon the Contractor or for any taxes levied on employees’ wages. Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditionssection of the solicitation or in the Contract or purchase order.

17. Governmental Restrictions. If the Contractor believes that any governmentalrestrictions have been imposed that require alteration of the material, quality,workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The

Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer.

18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062,FS and Section 216.347, FS.The Contractor shall not, in connection with this or anyother agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee’sdecision, opinion, recommendation, vote, other exercise of discretion, or violation of aknown legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefitof, or at the direction or request of, any State officer or employee. For purposes of clause(2), “gratuity” means any payment of more than nominal monetary value in the form of

cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, depositsof money, services, employment, or contracts of any kind. Upon request of theCustomer’s Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor’sintegrity or responsibility. Such information may include, but shall not be limited to, theContractor’s business or financial records, documents, or files of any type or form thatrefer to or relate to the Contract. The Contractor shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the

PUR 1000 (10/06)60A-1.002, F.A.C.

6



General Records Schedules maintained by the Florida Department of State (available at:http://dlis.dos.state.fl.us/barm/genschedules/gensched.htm). The Contractor agrees toreimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor’scompliance with the terms of this or any other agreement between the Contractor and the

State which results in the suspension or debarment of the Contractor. Such costs shallinclude, but shall not be limited to: salaries of investigators, including overtime; traveland lodging expenses; and expert witness and documentary fees. The Contractor shallnot be responsible for any costs of investigations that do not result in the Contractor’ssuspension or debarment.

19. Indemnification. The Contractor shall be fully liable for the actions of its agents,employees, partners, or subcontractors and shall fully indemnify, defend, and holdharmless the State and Customers, and their officers, agents, and employees, from suits,actions, damages, and costs of every name and description, including attorneys’ fees,arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees,

partners, or subcontractors, provided, however, that the Contractor shall not indemnifyfor that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer.

Further, the Contractor shall fully indemnify, defend, and hold harmless the State andCustomers from any suits, actions, damages, and costs of every name and description,including attorneys’ fees, arising from or relating to violation or infringement of atrademark, copyright, patent, trade secret or intellectual property right, provided,however, that the foregoing obligation shall not apply to a Customer’s misuse or modification of Contractor’s products or a Customer’s operation or use of Contractor’s products in a manner not contemplated by the Contract or the purchase order. If any

product is the subject of an infringement suit, or in the Contractor’s opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for theCustomer the right to continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise secure theCustomer the right to continue using the product, the Contractor shall remove the productand refund the Customer the amounts paid in excess of a reasonable rental for past use.The customer shall not be liable for any royalties.

The Contractor’s obligations under the preceding two paragraphs with respect to anylegal action are contingent upon the State or Customer giving the Contractor (1) writtennotice of any action or threatened action, (2) the opportunity to take over and settle or

defend any such action at Contractor’s sole expense, and (3) assistance in defending theaction at Contractor’s sole expense. The Contractor shall not be liable for any cost,expense, or compromise incurred or made by the State or Customer in any legal actionwithout the Contractor’s prior written consent, which shall not be unreasonably withheld.

20. Limitation of Liability. For all claims against the Contractor under any contract or purchase order, and regardless of the basis on which the claim is made, the Contractor’sliability under a contract or purchase order for direct damages shall be limited to the

PUR 1000 (10/06)60A-1.002, F.A.C.

7



greater of $100,000, the dollar amount of the contract or purchase order, or two times thecharges rendered by the Contractor under the purchase order. This limitation shall notapply to claims arising under the Indemnity paragraph contain in this agreement.

Unless otherwise specifically enumerated in the Contract or in the purchase order, no

party shall be liable to another for special, indirect, punitive, or consequential damages,including lost data or records (unless the contract or purchase order requires theContractor to back-up data or records), even if the party has been advised that suchdamages are possible. No party shall be liable for lost profits, lost revenue, or lostinstitutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain suchmonies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State.

21. Suspension of Work. The Customer may in its sole discretion suspend any or allactivities under the Contract or purchase order, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are notlimited to, budgetary constraints, declaration of emergency, or other such circumstances.After receiving a suspension notice, the Contractor shall comply with the notice and shallnot accept any purchase orders. Within ninety days, or any longer period agreed to by theContractor, the Customer shall either (1) issue a notice authorizing resumption of work,at which time activity shall resume, or (2) terminate the Contract or purchase order.Suspension of work shall not entitle the Contractor to any additional compensation.

22. Termination for Convenience. The Customer, by written notice to the Contractor,may terminate the Contract in whole or in part when the Customer determines in its solediscretion that it is in the State’s interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete thecontinued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits.

23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension,(2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensingrequirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excesscosts if the failure to perform the Contract arises from events completely beyond thecontrol, and without the fault or negligence, of the Contractor. If the failure to perform iscaused by the default of a subcontractor at any tier, and if the cause of the default iscompletely beyond the control of both the Contractor and the subcontractor, and withoutthe fault or negligence of either, the Contractor shall not be liable for any excess costs for

PUR 1000 (10/06)60A-1.002, F.A.C.

8



failure to perform, unless the subcontracted products were obtainable from other sourcesin sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default wasexcusable, the rights and obligations of the parties shall be the same as if the terminationhad been issued for the convenience of the Customer. The rights and remedies of the

Customer in this clause are in addition to any other rights and remedies provided by lawor under the Contract.

24. Force Majeure, Notice of Delay, and No Damages for Delay. The Contractor shallnot be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay andthe delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods,or other similar cause wholly beyond the Contractor’s control, or for any of the foregoingthat affect subcontractors or suppliers if no alternate source of supply is available to theContractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause

of the delay either (1) within ten (10) days after the cause that creates or will create thedelay first arose, if the Contractor could reasonably foresee that a delay could occur as aresult, or (2) if delay is not reasonably foreseeable, within five (5) days after the date theContractor first had reason to believe that a delay could result. THE FOREGOING

SHALL CONSTITUTE THE CONTRACTOR’S SOLE REMEDY OR EXCUSE

WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not beentitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, including butnot limited to costs of acceleration or inefficiency, arising because of delay, disruption,interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after thecauses have ceased to exist the Contractor shall perform at no increased cost, unless theCustomer determines, in its sole discretion, that the delay will significantly impair thevalue of the Contract to the State or to Customers, in which case the Customer may (1)accept allocated performance or deliveries from the Contractor, provided that theContractor grants preferential treatment to Customers with respect to products subjectedto allocation, or (2) purchase from other sources (without recourse to and by theContractor for the related costs and expenses) to replace all or part of the products thatare the subject of the delay, which purchases may be deducted from the Contractquantity, or (3) terminate the Contract in whole or in part.

25. Changes. The Customer may unilaterally require, by written order, changes altering,adding to, or deducting from the Contract specifications, provided that such changes arewithin the general scope of the Contract. The Customer may make an equitableadjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor,which shall not be unreasonably withheld. If unusual quantity requirements arise, theCustomer may solicit separate bids to satisfy them.

PUR 1000 (10/06)60A-1.002, F.A.C.

9



26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew theContract, in whole or in part, for a period that may not exceed 3 years or the term of thecontract, whichever period is longer. Any renewal shall specify the renewal price, as setforth in the solicitation response. The renewal must be in writing and signed by both

parties, and is contingent upon satisfactory performance evaluations and subject toavailability of funds.

27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on thelast day of the contract’s term to be considered timely. The Contractor is obliged to fillthose orders in accordance with the contract’s terms and conditions. Purchase ordersreceived by the contractor after close of business on the last day of the state term or agency contract’s term shall be considered void.

Purchase orders for a one-time delivery of commodities or performance of contractual

services shall be valid through the performance by the Contractor, and all terms andconditions of the state term or agency contract shall apply to the singledelivery/performance, and shall survive the termination of the Contract.

Contractors are required to accept purchase orders specifying delivery schedulesexceeding the contracted schedule even when such extended delivery will occur after expiration of the state term or agency contract. For example, if a state term contract callsfor delivery 30 days after receipt of order (ARO), and an order specifies delivery willoccur both in excess of 30 days ARO and after expiration of the state term contract, theContractor will accept the order. However, if the Contractor expressly and in writingnotifies the ordering office within ten (10) calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of thestate term contract, then the purchase order will either be amended in writing by theordering entity within ten (10) calendar days of receipt of the contractor’s notice to reflectthe state term contract delivery schedule, or it shall be considered withdrawn.

The duration of purchase orders for recurring deliveries of commodities or performanceof services shall not exceed the expiration of the state term or agency contract by morethan twelve months. However, if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans andrenewals shall govern the maximum duration of purchase orders reflecting such pricing plans and renewals.

Timely purchase orders shall be valid through their specified term and performance bythe Contractor, and all terms and conditions of the state term or agency contract shallapply to the recurring delivery/performance as provided herein, and shall survive thetermination of the Contract.

PUR 1000 (10/06)60A-1.002, F.A.C.

10



Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of therenewal.

28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not

publicly disseminate any information concerning the Contract without prior writtenapproval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as areference, or otherwise linking the Contractor’s name and either a description of theContract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or service representative.

29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, dutiesor obligations under the Contract, or under any purchase order issued pursuant to theContract, without the prior written consent of the Customer. In the event of any

assignment, the Contractor remains secondarily liable for performance of the contract,unless the Customer expressly waives such secondary liability. The Customer may assignthe Contract with prior written notice to Contractor of its intent to do so.

30. Antitrust Assignment. The Contractor and the State of Florida recognize that inactual economic practice, overcharges resulting from antitrust violations are in factusually borne by the State of Florida. Therefore, the contractor hereby assigns to theState of Florida any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract.

31. Dispute Resolution. Any dispute concerning performance of the Contract shall bedecided by the Customer's designated contract manager, who shall reduce the decision towriting and serve a copy on the Contractor. The decision shall be final and conclusiveunless within twenty one (21) days from the date of receipt, the Contractor files with theCustomer a petition for administrative hearing. The Customer’s decision on the petitionshall be final, subject to the Contractor’s right to review pursuant to Chapter 120 of theFlorida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120.

Without limiting the foregoing, the exclusive venue of any legal or equitable action thatarises out of or relates to the Contract shall be the appropriate state court in Leon County,Florida; in any such action, Florida law shall apply and the parties waive any right to jurytrial.

32. Employees, Subcontractors, and Agents. All Contractor employees,subcontractors, or agents performing work under the Contract shall be properly trainedtechnicians who meet or exceed any specified training qualifications. Upon request,Contractor shall furnish a copy of technical certification or other proof of qualification.

PUR 1000 (10/06)60A-1.002, F.A.C.

11



All employees, subcontractors, or agents performing work under the Contract mustcomply with all security and administrative requirements of the Customer and shallcomply with all controlling laws and regulations relevant to the services they are providing under the Contract. The State may conduct, and the Contractor shall cooperatein, a security background check or otherwise assess any employee, subcontractor, or

agent furnished by the Contractor. The State may refuse access to, or requirereplacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance witha Customer’s security or other requirements. Such approval shall not relieve theContractor of its obligation to perform all work in compliance with the Contract. TheState may reject and bar from any facility for cause any of the Contractor’s employees,subcontractors, or agents.

33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States, State of Florida and Customer in performance of theContract. The Contractor shall not divulge to third parties any confidential information

obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to,security procedures, business operations information, or commercial proprietaryinformation in the possession of the State or Customer. The Contractor shall not berequired to keep confidential information or material that is publicly available through nofault of the Contractor, material that the Contractor developed independently withoutrelying on the State’s or Customer’s confidential information, or material that isotherwise obtainable under State law as a public record. To insure confidentiality, theContractor shall take appropriate steps as to its personnel, agents, and subcontractors.The warranties of this paragraph shall survive the Contract.

34.Contractor Employees, Subcontractors, and Other Agents. The Customer and theState shall take all actions necessary to ensure that Contractor's employees,subcontractors and other agents are not employees of the State of Florida. Such actionsinclude, but are not limited to, ensuring that Contractor's employees, subcontractors, andother agents receive benefits and necessary insurance (health, workers' compensations,and unemployment) from an employer other than the State of Florida.

35. Insurance Requirements. During the Contract term, the Contractor at its sole expenseshall provide commercial insurance of such a type and with such terms and limits as may bereasonably associated with the Contract. Providing and maintaining adequate insurancecoverage is a material obligation of the Contractor. Upon request, the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by theContractor shall not be interpreted as limiting the Contractor’s liability and obligationsunder the Contract. All insurance policies shall be through insurers authorized or eligible towrite policies in Florida.

36. Warranty of Authority. Each person signing the Contract warrants that he or she isduly authorized to do so and to bind the respective party to the Contract.

PUR 1000 (10/06)60A-1.002, F.A.C.

12



37. Warranty of Ability to Perform. The Contractor warrants that, to the best of itsknowledge, there is no pending or threatened action, proceeding, or investigation, or anyother legal or financial condition, that would in any way prohibit, restrain, or diminish theContractor’s ability to satisfy its Contract obligations. The Contractor warrants thatneither it nor any affiliate is currently on the convicted vendor list maintained pursuant to

section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer inwriting if its ability to perform is compromised in any manner during the term of theContract.

38. Notices. All notices required under the Contract shall be delivered by certified mail,return receipt requested, by reputable air courier service, or by personal delivery to theagency designee identified in the original solicitation, or as otherwise identified by theCustomer. Notices to the Contractor shall be delivered to the person who signs theContract. Either designated recipient may notify the other, in writing, if someone else isdesignated to receive notice.

39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (asdefined in Section 17.001, F.S.) is required for State agencies to enter into or to extendany lease or installment-purchase agreement in excess of the Category Two amountestablished by section 287.017 of the Florida Statutes.

40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in thesolicitation: "It is expressly understood and agreed that any articles which are the subjectof, or required to carry out, the Contract shall be purchased from the corporationidentified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner andunder the same procedures set forth in section 946.515(2) and (4) of the Florida Statutes;and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar asdealings with such corporation are concerned." Additional information about PRIDE andthe products it offers is available at http://www.pridefl.com.

41. Products Available from the Blind or Other Handicapped. Section 413.036(3),F.S. requires the following statement to be included in the solicitation: "It is expresslyunderstood and agreed that any articles that are the subject of, or required to carry out,this contract shall be purchased from a nonprofit agency for the Blind or for the SeverelyHandicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the samemanner and under the same procedures set forth in section 413.036(1) and (2), FloridaStatutes; and for purposes of this contract the person, firm, or other business entity

carrying out the provisions of this contract shall be deemed to be substituted for the Stateagency insofar as dealings with such qualified nonprofit agency are concerned."Additional information about the designated nonprofit agency and the products it offers isavailable at http://www.respectofflorida.org.

42. Modification of Terms. The Contract contains all the terms and conditions agreedupon by the parties, which terms and conditions shall govern all transactions between theCustomer and the Contractor. The Contract may only be modified or amended upon

PUR 1000 (10/06)60A-1.002, F.A.C.

13



PUR 1000 (10/06)60A-1.002, F.A.C.

14

mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. Noalteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modifythe terms of the Contract by affixing additional terms to product upon delivery (e.g.,

attachment or inclusion of standard preprinted forms, product literature, “shrink wrap”terms accompanying or affixed to a product, whether written or electronic) or byincorporating such terms onto the Contractor’s order or fiscal forms or other documentsforwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms andconditions.

43. Cooperative Purchasing. Pursuant to their own governing laws, and subject to theagreement of the Contractor, other entities may be permitted to make purchases at theterms and conditions contained herein. Non-Customer purchases are independent of the

agreement between Customer and Contractor, and Customer shall not be a party to anytransaction between the Contractor and any other purchaser.State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 287.042(16)(a), F.S. This statute requires the Department of ManagementServices to determine that the requestor's use of the contract is cost-effective and in the best interest of the State.

44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rightsunder this Contract shall not constitute or be deemed a waiver of the Customer’s rightthereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

45. Annual Appropriations. The State’s performance and obligation to pay under thiscontract are contingent upon an annual appropriation by the Legislature.

46. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the sameinstrument.

47. Severability. If a court deems any provision of the Contract void or unenforceable,that provision shall be enforced only to the extent that it is not in violation of law or is nototherwise unenforceable and all other provisions shall remain in full force and effect.



State of Florida

PUR 1001

General Instructions to Respondents

Contents

1. Definitions.2. General Instructions.3. Electronic Submission of Responses.4. Terms and Conditions.5. Questions.6. Conflict of Interest.7. Convicted Vendors.8. Discriminatory Vendors.9. Respondent’s Representation and Authorization. 10. Manufacturer’s Name and Approved Equivalents.11. Performance Qualifications.

12. Public Opening.13. Electronic Posting of Notice of Intended Award.14. Firm Response.15. Clarifications/Revisions.16. Minor Irregularities/Right to Reject.17. Contract Formation.18. Contract Overlap.19. Public Records.20. Protests.21. Limitation on Vendor Contact with Agency During Solicitation Period

1. Definitions. The definitions found in s. 60A-1.001, F.A.C. shall apply to thisagreement. The following additional terms are also defined:

(a) "Buyer" means the entity that has released the solicitation. The “Buyer” may also bethe “Customer” as defined in the PUR 1000 if that entity meets the definition of bothterms.

(b) "Procurement Officer" means the Buyer's contracting personnel, as identified in theIntroductory Materials.

(c) "Respondent" means the entity that submits materials to the Buyer in accordance withthese Instructions.

(d) "Response" means the material submitted by the respondent in answering thesolicitation.

(e) "Timeline" means the list of critical dates and actions included in the IntroductoryMaterials.

2. General Instructions. Potential respondents to the solicitation are encouraged tocarefully review all the materials contained herein and prepare responses accordingly.

PUR 1001 (10/06)60A-1.002(7), F.A.C.

1



3. Electronic Submission of Responses. Respondents are required to submit responseselectronically. For this purpose, all references herein to signatures, signing requirements,or other required acknowledgments hereby include electronic signature by means of clicking the "Submit Response" button (or other similar symbol or process) attached to or logically associated with the response created by the respondent within

MyFloridaMarketPlace. The respondent agrees that the action of electronicallysubmitting its response constitutes:

an electronic signature on the response, generally,

an electronic signature on any form or section specifically calling for a signature,and

an affirmative agreement to any statement contained in the solicitation thatrequires a definite confirmation or acknowledgement.

4. Terms and Conditions. All responses are subject to the terms of the followingsections of this solicitation, which, in case of conflict, shall have the order of precedencelisted:

Technical Specifications, Special Conditions and Instructions,

Instructions to Respondents (PUR 1001),

General Conditions (PUR 1000), and

Introductory Materials.

The Buyer objects to and shall not consider any additional terms or conditions submitted by a respondent, including any appearing in documents attached as part of a respondent’sresponse. In submitting its response, a respondent agrees that any additional terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect.Failure to comply with terms and conditions, including those specifying information that

must be submitted with a response, shall be grounds for rejecting a response.

5. Questions. Respondents shall address all questions regarding this solicitation to theProcurement Officer. Questions must be submitted via the Q&A Board withinMyFloridaMarketPlace and must be RECEIVED NO LATER THAN the time and datereflected on the Timeline. Questions shall be answered in accordance with the Timeline.All questions submitted shall be published and answered in a manner that all respondentswill be able to view. Respondents shall not contact any other employee of the Buyer or the State for information with respect to this solicitation. Each respondent is responsiblefor monitoring the MyFloridaMarketPlace site for new or changing information. TheBuyer shall not be bound by any verbal information or by any written information that is

not contained within the solicitation documents or formally noticed and issued by theBuyer's contracting personnel. Questions to the Procurement Officer or to any Buyer personnel shall not constitute formal protest of the specifications or of the solicitation, a process addressed in paragraph 19 of these Instructions.

6. Conflict of Interest. This solicitation is subject to chapter 112 of the Florida Statutes.Respondents shall disclose with their response the name of any officer, director,employee or other agent who is also an employee of the State. Respondents shall also

PUR 1001 (10/06)60A-1.002(7), F.A.C.

2



disclose the name of any State employee who owns, directly or indirectly, an interest of five percent (5%) or more in the respondent or its affiliates.

7. Convicted Vendors. A person or affiliate placed on the convicted vendor listfollowing a conviction for a public entity crime is prohibited from doing any of the

following for a period of 36 months from the date of being placed on the convictedvendor list:

submitting a bid on a contract to provide any goods or services to a public entity;

submitting a bid on a contract with a public entity for the construction or repair of a public building or public work;

submitting bids on leases of real property to a public entity;

being awarded or performing work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and

transacting business with any public entity in excess of the Category Twothreshold amount ($25,000) provided in section 287.017 of the Florida Statutes.

8. Discriminatory Vendors. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134 of the Florida Statutes may not:

submit a bid on a contract to provide any goods or services to a public entity;

submit a bid on a contract with a public entity for the construction or repair of a public building or public work;

submit bids on leases of real property to a public entity;

be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a contract with any public entity; or

transact business with any public entity.

9. Respondent’s Representation and Authorization. In submitting a response, each

respondent understands, represents, and acknowledges the following (if the respondentcannot so certify to any of following, the respondent shall submit with its response awritten explanation of why it cannot do so).

The respondent is not currently under suspension or debarment by the State or anyother governmental authority.

To the best of the knowledge of the person signing the response, the respondent,its affiliates, subsidiaries, directors, officers, and employees are not currentlyunder investigation by any governmental authority and have not in the last ten(10) years been convicted or found liable for any act prohibited by law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any

public contract. Respondent currently has no delinquent obligations to the State, including a claim

by the State for liquidated damages under any other contract.

The submission is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit acomplementary or other noncompetitive response.

The prices and amounts have been arrived at independently and withoutconsultation, communication, or agreement with any other respondent or potential

PUR 1001 (10/06)60A-1.002(7), F.A.C.

3



respondent; neither the prices nor amounts, actual or approximate, have beendisclosed to any respondent or potential respondent, and they will not be disclosed before the solicitation opening.

The respondent has fully informed the Buyer in writing of all convictions of thefirm, its affiliates (as defined in section 287.133(1)(a) of the Florida Statutes), and

all directors, officers, and employees of the firm and its affiliates for violation of state or federal antitrust laws with respect to a public contract for violation of anystate or federal law involving fraud, bribery, collusion, conspiracy or materialmisrepresentation with respect to a public contract. This includes disclosure of the names of current employees who were convicted of contract crimes while inthe employ of another company.

Neither the respondent nor any person associated with it in the capacity of owner, partner, director, officer, principal, investigator, project director, manager,auditor, or position involving the administration of federal funds:o Has within the preceding three years been convicted of or had a civil

judgment rendered against them or is presently indicted for or otherwise

criminally or civilly charged for: commission of fraud or a criminal offense inconnection with obtaining, attempting to obtain, or performing a federal, state,or local government transaction or public contract; violation of federal or stateantitrust statutes; or commission of embezzlement, theft, forgery, bribery,falsification or destruction of records, making false statements, or receivingstolen property; or

o Has within a three-year period preceding this certification had one or morefederal, state, or local government contracts terminated for cause or default.

The product offered by the respondent will conform to the specifications withoutexception.

The respondent has read and understands the Contract terms and conditions, and

the submission is made in conformance with those terms and conditions. If an award is made to the respondent, the respondent agrees that it intends to be

legally bound to the Contract that is formed with the State.

The respondent has made a diligent inquiry of its employees and agentsresponsible for preparing, approving, or submitting the response, and has beenadvised by each of them that he or she has not participated in any communication,consultation, discussion, agreement, collusion, act or other conduct inconsistentwith any of the statements and representations made in the response.

The respondent shall indemnify, defend, and hold harmless the Buyer and itsemployees against any cost, damage, or expense which may be incurred or becaused by any error in the respondent’s preparation of its bid.

All information provided by, and representations made by, the respondent arematerial and important and will be relied upon by the Buyer in awarding theContract. Any misstatement shall be treated as fraudulent concealment from theBuyer of the true facts relating to submission of the bid. A misrepresentationshall be punishable under law, including, but not limited to, Chapter 817 of theFlorida Statutes.

PUR 1001 (10/06)60A-1.002(7), F.A.C.

4



10. Manufacturer’s Name and Approved Equivalents. Unless otherwise specified,any manufacturers’ names, trade names, brand names, information or catalog numberslisted in a specification are descriptive, not restrictive. With the Buyer’s prior approval,the Contractor may provide any product that meets or exceeds the applicablespecifications. The Contractor shall demonstrate comparability, including appropriate

catalog materials, literature, specifications, test data, etc. The Buyer shall determine in itssole discretion whether a product is acceptable as an equivalent.

11. Performance Qualifications. The Buyer reserves the right to investigate or inspectat any time whether the product, qualifications, or facilities offered by Respondent meetthe Contract requirements. Respondent shall at all times during the Contract term remainresponsive and responsible. In determining Respondent’s responsibility as a vendor, theagency shall consider all information or evidence which is gathered or comes to theattention of the agency which demonstrates the Respondent’s capability to fully satisfythe requirements of the solicitation and the contract.

Respondent must be prepared, if requested by the Buyer, to present evidence of experience, ability, and financial standing, as well as a statement as to plant, machinery,and capacity of the respondent for the production, distribution, and servicing of the product bid. If the Buyer determines that the conditions of the solicitation documents arenot complied with, or that the product proposed to be furnished does not meet thespecified requirements, or that the qualifications, financial standing, or facilities are notsatisfactory, or that performance is untimely, the Buyer may reject the response or terminate the Contract. Respondent may be disqualified from receiving awards if respondent, or anyone in respondent’s employment, has previously failed to performsatisfactorily in connection with public bidding or contracts. This paragraph shall notmean or imply that it is obligatory upon the Buyer to make an investigation either beforeor after award of the Contract, but should the Buyer elect to do so, respondent is notrelieved from fulfilling all Contract requirements.

12. Public Opening. Responses shall be opened on the date and at the location indicatedon the Timeline. Respondents may, but are not required to, attend. The Buyer maychoose not to announce prices or release other materials pursuant to s. 119.071(1)(b),Florida Statutes. Any person requiring a special accommodation because of a disabilityshould contact the Procurement Officer at least five (5) workdays prior to the solicitationopening. If you are hearing or speech impaired, please contact the Buyer by using theFlorida Relay Service at

13. Electronic Posting of Notice of Intended Award. Based on the evaluation, on thedate indicated on the Timeline the Buyer shall electronically post a notice of intendedaward at http://fcn.state.fl.us/owa_vbs/owa/vbs_www.main_menu. If the notice of awardis delayed, in lieu of posting the notice of intended award the Buyer shall post a notice of the delay and a revised date for posting the notice of intended award. Any person who isadversely affected by the decision shall file with the Buyer a notice of protest within 72hours after the electronic posting. The Buyer shall not provide tabulations or notices of award by telephone.

PUR 1001 (10/06)60A-1.002(7), F.A.C.

5



14. Firm Response. The Buyer may make an award within sixty (60) days after the dateof the opening, during which period responses shall remain firm and shall not bewithdrawn. If award is not made within sixty (60) days, the response shall remain firmuntil either the Buyer awards the Contract or the Buyer receives from the respondent

written notice that the response is withdrawn. Any response that expresses a shorter duration may, in the Buyer's sole discretion, be accepted or rejected.

15. Clarifications/Revisions. Before award, the Buyer reserves the right to seek clarifications or request any information deemed necessary for proper evaluation of submissions from all respondents deemed eligible for Contract award. Failure to providerequested information may result in rejection of the response.

16. Minor Irregularities/Right to Reject. The Buyer reserves the right to accept or reject any and all bids, or separable portions thereof, and to waive any minor irregularity,technicality, or omission if the Buyer determines that doing so will serve the State’s best

interests. The Buyer may reject any response not submitted in the manner specified bythe solicitation documents.

17. Contract Formation. The Buyer shall issue a notice of award, if any, to successfulrespondent(s), however, no contract shall be formed between respondent and the Buyer until the Buyer signs the Contract. The Buyer shall not be liable for any costs incurred bya respondent in preparing or producing its response or for any work performed before theContract is effective.

18. Contract Overlap. Respondents shall identify any products covered by thissolicitation that they are currently authorized to furnish under any state term contract. Byentering into the Contract, a Contractor authorizes the Buyer to eliminate duplication between agreements in the manner the Buyer deems to be in its best interest.

19. Public Records. Article 1, section 24, Florida Constitution, guarantees every personaccess to all public records, and Section 119.011, Florida Statutes, provides a broaddefinition of public record. As such, all responses to a competitive solicitation are publicrecords unless exempt by law. Any respondent claiming that its response containsinformation that is exempt from the public records law shall clearly segregate and mark that information and provide the specific statutory citation for such exemption.

20. Protests. Any protest concerning this solicitation shall be made in accordance withsections 120.57(3) and 287.042(2) of the Florida Statutes and chapter 28-110 of theFlorida Administrative Code. Questions to the Procurement Officer shall not constituteformal notice of a protest. It is the Buyer's intent to ensure that specifications are writtento obtain the best value for the State and that specifications are written to ensurecompetitiveness, fairness, necessity and reasonableness in the solicitation process.

PUR 1001 (10/06)60A-1.002(7), F.A.C.

6



PUR 1001 (10/06)60A-1.002(7), F.A.C.

7

Section 120.57(3)(b), F.S. and Section 28-110.003, Fla. Admin. Code require that anotice of protest of the solicitation documents shall be made within seventy-two hoursafter the posting of the solicitation.

Section 120.57(3)(a), F.S. requires the following statement to be included in the

solicitation: "Failure to file a protest within the time prescribed in section 120.57(3),Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, FloridaStatutes."

Section 28-110.005, Fla. Admin. Code requires the following statement to be included inthe solicitation: "Failure to file a protest within the time prescribed in Section 120.57(3),Florida Statutes, or failure to post the bond or other security required by law within thetime allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.”

21. Limitation on Vendor Contact with Agency During Solicitation Period.

Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following theagency posting the notice of intended award, excluding Saturdays, Sundays, and stateholidays, any employee or officer of the executive or legislative branch concerning anyaspect of this solicitation, except in writing to the procurement officer or as provided inthe solicitation documents. Violation of this provision may be grounds for rejecting aresponse.



Stateof Florida

Departmentof FinancialServices

DFSTRITN11/1202

Addendum#1

QuestionsandResponses

1. Question: Willthescoringcriteriaforfundreimbursementsbescoredasasimpleaverage

orweightedaverage?

Response: SimpleAverage

2. Question: ArecurrentInvestmentProvidersallowedtoproposealternateinvestment

fundsif itimprovesperformanceormaybedifferentshareclassesof funds?

Response: Yes,aslongasthechangeisapositivefortheparticipant.

3. Question: Pagenineof theITNdocumenttalksabout“Amaximumtotalreimbursement

feeoranysingleproductwillbenomorethan40basispointsfortheportfolio’sweighted

averageof itsmutualfunds.”Isthattosaythatourweightedaveragereimbursements,orthe

investmentproviders’weightedaveragereimbursementsformutualfunds,canbenomorethan

40basispoints,oreachindividualinvestmentoptionwithinourfundmenucanreimburseno

morethan40basispointstous?

Response: Anysinglemutualfundinvestmentoptionreimbursementshallbenomorethat

40basispoints.

4. Question:

Explainabout

the

monthly

payment

terms,

the

$1.70

per

participant

per

month

andhowthatworks?

Response: Basedonthenumberof activeandinactiveparticipantsateachcompany,the

companywillpay$1.70foreachparticipantaccountwithabalancegreaterthan$0eachmonth

totheDepartmentof FinancialServices.TheBureauof DeferredCompensationwillvoucher

eachcompanyforitsamounteachmonth.ThecompanywillwirethefundstotheDepartment

of FinancialServices.

5. Question: Onthe1,200newparticipant’senrollmentrequirement,couldyou justexplain

that?Istheresometypeof penaltyassociatedwiththatif acompanydoesn’tmeetthat

number?

Response: TheBureauof DeferredCompensationrequireseachcompanyenroll1,200new

participantstooursystem.Thatdoesnotcountforpeoplewhowereatonecompanymoving

toanother.It’sactualnewsocialsecuritynumberstotheprogram.If youdon’treachyourgoal,

eachcompanywillparticipateinastatewidecommunicationpiecetoparticipantstoincrease

theircontributionsandfornonparticipantstoenroll.Thisisnotapenalty;itisanalternative

methodof contractcompliance.

1



6. Question: WhereareAttachmentFandAttachmentG?

Response: Theyareattachedtothisdocument.

7. Question:

Regardingthe

Self

Directed

Brokerage

Option

(SDBO),

is

it

your

intent

to

continuetoletoneprovideroffertheserviceorareyouopentoadditionalproviders?

Response: Additionalproviders.AllproposersareencouragedtoofferaSDBOinits

proposal.

8. Question: Isacompanyatadisadvantageif itdoesn’toffertheSDBOinthescoring,orisit

goingtobeseparateanddistinctintermsof thetotalproposal?

Response: OfferingaSDBOwillallowuptotwopointstobeaddedtoeachproposer’s

overallscore.ItistheDepartment’sdesiretooffertoitsparticipantsatleastonebrokerage

service.

9. Question: Thetermof thecontractisfiveyearswithunilateralrighttorenewuptoatotal

of anadditionalfiveyears.Soforallintentsandpurposes,thisisatenyearcontract?Willthe

vendorshavetherighttoterminateatanytimeduringthatterm?

Response: Withregardtothelanguageof therighttorenew,yes,theDepartmentis

bindingtheoptiontorenewforfiveyears,butitdoesn’tcreatearightwithintheproviderto

havearenewal.Thevendorswillbeallowedtoterminateupona90daysnoticeandwill

cooperatewiththeDepartmentinthetransitionof itsparticipants.

10. Question: Areyoucurrentlylookingforanewrecordkeeperaswellforthisprocess,or

wouldthatstillbeSunGard?

Response: SunGardisourcentralizedRecordKeeper.Theybeganafiveyearcontractwith

usinFebruary.

11. Question: Isthereaninvestmentconsultantonthepanel?

Response: No.Weareusinginhouseexpertise.

12. Question: The$75,000implementationcostperprovider,isthatsharedamongstall

providers,oristhatseparateamountforeachnewprovider?

Response: Thatamountisseparateforeachnewvendor.That’s justanapproximatecost.

13. Question: ThelicensingfortheCustomerServiceRepresentatives,isthatasix?

Response: Ibelieveitstartsoutasasix,butwedopreferourrepresentativestohaveother

licensessotheycanprovideinvestmentknowledgeandadvice.

2



14. Question: Doyourequiremailedstatementstotheclients?

Response: No,butwepreferthatparticipantsaregiventhechoice.

15. Question:

Arethere

any

provisions

in

here

that

are

absolutely

nonnegotiable?

Response: Totheextentthatthedraftcontractdocumentdoesexplicitlyaddressa

materialissuethatcanbeconsiderednonnegotiable.Totheextentthatitissilentonanissue,

that’sgoingtobesubjectfornegotiation.Andtotheextentthatsomethinginthereisnot

material,it’saminormatterthatneedstobeadjusted;maybeyoudiscoveraninconsistency

piecethatneedstobecorrected,tothatextentwewouldcertainlybeinclinedtomodifythe

documenttomakeitcapturewhatisintended.If youstipulatesomethingthatisindirect

conflictwithsomethingthatisintheITNidentifiedasa“shall”,somethingthatisidentifiedasa

mandatoryrequirementandyousay,“no,wewon’tdothat,”thenthere’snoroomfor

negotiationonthatissue.If therearesomethingsthatareintheITNthatareindicatedasthe

Departmentdesires,thingsthatarepermissiblystated,we’reopentoalternatives.Itmaybe

thatwhatisdesiredissomethingthatdoesn’tfitwithinyourbusinessmodel,butyoucanoffersomethingelsethatwefindis justasgoodormaybeevenbetter,andwe’dcertainlyentertain

considerationof that.

16. Question: Whatarethetopcriteriayou’reusingforselectinganewcompanytobe

consideredasoneof theprovidersintheprogram?

Response: Incumbantprovidersandnewprospectiveproviderswillbescoredinthesame

way.

17. Question: Arethereanyconcernswithprovidersinthecurrentplan?

Response: No.

18. Question: Whatisthecurrentparticipationratefortheplan?

Response: Fortysixpercent(46%)stateemployeesonly.The46%doesnotinclude

Universityemployeesasweareunabletoattaintheappropriatedemographicdata.

19. Question: AretheregoingtobeanyconsultantsusedintheITNprocess?

Response: No.Weuseourinhouseexpertise.

20. Question: Isthe46%,inyourminds,anacceptablerateof participation?

Response: No.

21. Question: ThepurposeforgoingoutwiththeITNisitbasedonacontactrenewaloris

thereanotherpurpose,objectivethathasbeenthecatalystforgoingoutfortheITN?

3



Response: Withregardtowhyarewegoingoutforasolicitationatthistime,it’sassimple

asthefactthatthefiveyeartermonthepriorcontractperiodhasexpiredandwe’rerequired

byprocurementlawtogothroughthisprocess.Intermsof theobjectiveof theprogram,the

programexiststoservetheparticipants.Andsowhatwe’reinterestedinisfortheparticipants

tobecomeawareof theprogramandhavetheopportunitytomakedecisionsastowhetheror

notit’sappropriateforthem.Andcommunicationisanimportantpartof that,andwerely

heavilyontheproviderstomaketheemployeesawareof theprograminthehopesthatthey

willfinditbeneficialtoparticipate.

22. Question: Willthenewcollegeparticipants,beincludedinour1,200count?

Response: Yes.

23. Question: Whatarethetermsorthelengthof thisparticularcontract?

Response: Fiveyears(01/2012 –12/2016).

24. Question: Intermsof theenrollmentrequirementof the1,200annually,hasthat

happenedregularly?If itdoeshappen,willtherestillbecommunicationavenuesavailable?

Response: Yes,tobothquestions.Ihandedoutafoldertocompanyrepresentativesthat

includemanyof ourpastparticipantcommunications.

25. Question: Inthecategoryof thelowcostprovider,I’m justcurious;arethereavenuesof

reachingouttothemviaphone,mailings,andadvertisements?

Response: Yes,oncetheBureauapprovesthecommunicationpiece,thecompanymay

communicatetoourgovernmentemployeesasmuchastheywant.

Toclearuptheconfusion,thereisno“lowcostprovider”categoryinthisITN.

26. Question: Onpage17of theITN,itsays,“InvestmentProvidersmustenroll1,200new

participantstotheplanperyear.”Itthatnumbernegotiable?

Response: No.AllInvestmentProvidersmustenroll1,200newparticipantstothe

program,orparticipateinastatewidecommunicationpiece.

27. Question: Whatisseniorsuitabilitytrainingandcertification,andwhoprovidesit?

Response: TheDepartmentdoeshavearulethatappliestoannuitieswithregardto

implementingastatelawthatrequiresseniors,age62andolder,begivencertaindisclosures,

butthescopeof thatissimplyannuities.Elderlypeoplebeingsoldannuitiesthatarenot

appropriatefortheirneedsbecauseof theirage.Thereisaruleof theDepartmentthatlaysout

whatisrequired,Rule69B162.011,FloridaAdministrativeCode.

4



28. Question: Whataboutanyof usthatmayhaverepresentativesinahomeofficethatmight

beabletoactuallyenroll.Willtheyneedtoobtaintheseniorsuitabilitytraining?

Response: It’samatterof whatproducttheyareselling.If theyweresellinganannuity,

theywouldberequiredtobelicensedasaninsuranceagentintheappropriatecategorybythe

State

of

Florida.

29. Question: If youreplaceavendor,whathappenstotheassetsfromthatvendor,if the

participantdoesn’tchooseanothervendortotransfertheiraccountto?Aretheparticipant’s

accountssplitupamongtheremainingcompanies?

Response: Yes.Theparticipantwillhaveachoiceof anewvendor.If theydonotchoose,

thentheBureauwilldividetheparticipant’saccountsamongthevendors.Participant’s

accountswillremainwhole.Ourpreferenceisthattheparticipantswouldmaketheirown

choiceandchooseavendor.Butweknow,fromexperience,thatthere’sagreatdealof inertia

andcomplacencyandthatgivingachoice,we’regoingtohavealargepercentageof

participantswhodon’tmakeachoiceandthechoicehastobemadeforthem.Anddividingthe

participant’saccountsthatexistseemstobeafairwayintermsof howtotreatourvendors.

30. Question: Isthereachancethatyouwillgowithfewerthanfiveormorethanfive

companies?

Response: PleaserefertoSection1.1of theITN.TheDepartmentof FinancialServicesis

seekingtocontractwithuptofivefullserviceInvestmentProvidersCompanieswiththe

purposeof solicitingrepliesforprovidingfulladministrativeandinvestmentservicesforthe

Stateof Florida’sIRC457(b)program.Atleastoneinvestmentprovidercompanywillbechosen

toofferaself directedbrokerageservice.

31. Question: Haveyouhadexperiencewithdistributingparticipantaccountswithanon

renewedcompany?

Response: Yes.

32. Question: Wouldyouentertainthatintermsof acompanysayingtheywouldtakeallthe

participantsaccountsif it’sanappletoapplescomparison?

Response: No.Ourcentralpurposeistoservetheneedsof theparticipants.Wealsohave

aduty,fairness,toyouthevendors.

33. Question: Whenyoudothat,isitamappingintermsof theinvestmentobjectiveof the

fundsthattheparticipantsarecurrentlyinoristhereadesignateddefaultineachof the

companies?

Response: Mappingwillbedonetofundswiththesameinvestmentobjectives.

5



34. Question: Onpagenineof theITN,itsays,“TheDepartmentisseekingnomorethanfive

fullserviceproviders.”Doesthatmeanyoucouldbeaddinganadditionalfullserviceproviderin

additiontothecurrentlowcostone?

Response: No.AllInvestmentProvidersareconsideredfullserviceproviders.

35. Question: TheITNasksonp52,SectionA,Question5forcurrentinvestmentprovidersto

provideaplancostanalysissheet.Canyouprovideacostanalysissheetorasampleof whatwe

aresupposedtofillout?

Response: Thecostsheetshouldhaveyourcompany’srevenuesandexpensesthat

itincursandcollectsfortheplan,atquarterend6/30/2011.

36. Question: ArethepenaltiesandfeesdescribedintheITN(suchasthatonPage27,2.3.10,

itemE)negotiable?

Response:

This

is

not

a

penalty

or

fee

but

a

“service

level

credit”

to

compensate

the

State

foraninvestmentprovider’sfailuretomeetagreeduponperformancestandards.Inaddition,

pleaseseetheresponsetoquestion#15.

37. Question: Inreviewof AttachmentC,Scopeof Work&TechnicalSpecifications

Questionnaire,wewouldliketoposeaquestionforclarification.Foundonpage61,Question

31:Describethevarioustypesof insurancecoverage.Listamountsof coverageandanylimits.

Pleasestatethatyourcompanywillpayforanydeductions.Whatistheintentforustopay?

Response: Theintentisapplicabletothedeductiblesif anyof thepolicy.Thecompanies

areresponsibleforpayingthedeductiblesof thepoliciesontheinsurancecoverage.38. Question: Section3:SpecialConditions,subsectionC.TabA3ManagementSummary,

question2(a),pg.34makesreferencetoa"ClientReferenceSurvey"(AttachmentF).

AttachmentFonPage1,of theState'sInvitationtoNegotiateisentitled"Conflictof Interest

Certification".Pleaseprovideclarityof whichformshouldbeusedasAttachmentF.Alsoplease

provideINGwiththeactualselectedAttachmentF.TherewasnoAttachmentFattachedtothis

solicitation.INGhasvisitedtheState'spurchasingwebsiteandwasunabletolocateeitherof the

abovementionedforms.

Response: TheClientReferenceSurveyshouldbeAttachmentE.TheattachmentFis

incorporatedintothisaddendum.

39. Question: Page1,of theState'sInvitationtoNegotiatemakesreferenceto"AttachmentG,

AffidavitastoCompliancewithPreferredPricingClause".Thisformisalsomissingfromthe

State'sInvitationtoNegotiateandweareunabletolocateitontheState'spurchasingwebsite.

Response:TheattachmentGisincorporatedintothisaddendum.

6



40. Question: AttachmentC,Scopeof Work&TechnicalSpecificationsQuestionnaire,pg.52,

Section

A,

question

3

requests

we

provide

four

provider

references

in

Attachment

E.

AttachmentEprovidesspaceforthreereferencesonly.Pleaseprovideclarityonhowmany

referencestheStatewouldlikeINGtoprovide.

Response: TheAttachmentEhasbeenmodifiedtoaccommodatefourclientreferences

(withtheStateof Florida457(b)planbeingoneof thefour).

41. Question: Section2.3.3,G,page15of theITN –PleaseconfirmhowthePlanwill

communicatethelistof impactedparticipantstoinvestmentproviders.Whatinformationwill

beprovided?Whatvolumeof participantsdoesthePlanexpecttobeonthereport?Whatisthe

Plan’spreferredmethodof communication.(phone,mail,email,etc.)

Response: Asindicated,theBureauwillemailandWinZipafileof terminated

participants(averageof 300permonth)monthlytoeachof theirprovidercompanies.

Thelistwillincludetheparticipantsname,socialsecuritynumbers,andaddresses.The

Bureaubelievesthecompaniesarebesttodetermineitspreferredmethodof

communication.

42. Question: Section2.3.9,page26of theITN –Whichinvestmentprovideremployeesare

definedbythePlanasSpecialistsandsorequiredtoobtainbadgesandattendanannual

trainingmeetingbytheBureau?Isthislocal,onsiterepresentativesonly?Administrative

supportstaff locatedattheinvestmentprovidershomeoffice?

Response: ASpecialistisanemployeeof thecompanythathascontactwithour

stateemployeesandparticipantsandthatanswersquestionsaboutthestate’splan

whetherthecompany’semployeeisonthephone,websiteoronsite.TheseSpecialists

musthaveIDbadgesandattendannualtrainingbytheBureauChief.

43. Question: Section2.3.10,ItemE,page27of theITN –PleaseexplainhowthePlandefines

100%clearing.

Response: Clearingthediscrepancyreportwouldbedefinedasaddressingeachparticipant

discrepancyandhavingaresolutiontoclearorremovethediscrepancyfromthelistgivento

eachcompany

after

each

pay

date.

Each

participant

must

be

contacted

before

removal

of

the

discrepancyiscompleted.

44. Question: Section2.3.15,ItemD,page30of theITN –Pleaseprovidedetailsaroundthe

Plan’santicipatedprocessaroundunclaimedproperty.Whatistheexpectedlevelof

involvement,specificresponsibilitiesfrominvestmentproviders?

7



Response: Annually,theBureauof DeferredCompensationwillrequestthateachapproved

InvestmentProviderCompanyholdingparticipant’saccountsidentifyparticipantsthathavenot

claimedtheiraccountsfordistribution.Theseaccountsshouldbeidentifiedif anyof the

followingconditionsapply:

Participantsthataremandatedat70½yearstotakeadistributionandhavenotdone

sowithin

5years

according

to

Florida

Statute

717.112.

Participantswhosebeneficiarieshavepredeceasedthemorcannotbelocated.

Participantswhomdonothaveatrust.

IPsmustputforththeefforttolocatetheseparticipantsbysendingwrittennotificationtothe

lastknownaddressof theparticipantsinformingthemof theunclaimedpropertyandasked

thattheparticipanttorespondbacktotheIP.TheIPsmustprovidetotheparticipanta

contactnameandphonenumber.

AnationallocatingservicemustbeusedbytheInvestmentProvidertolocatepotentially

unclaimedaccounts.

45. Question:

PUR1000

Document,

page

13,

Items

40

&

41

–

Please

confirm

whether

asmall

business,minoritybusiness,disadvantagedbusinessspendsrequirementexistinconnection

withthisITN.Items40&41discusssuchspend,butnothingismentionedintheITNspecifically.

Response: If services/productsrequestedinthissolicitationareavailablefrom

respondentswhomeettherequirementsinthePUR1000document,items40&41,the

provisionswouldbeapplicabletothisITN.However,itisexpectedthattherespondentstothe

ITNwillbelargepubliclyheldcorporationswhichdonotmeetthoserequirements.

46. Question: AttachmentC,question5,page52 –Pleaseprovideasampleplancostanalysis

thatisbeingrequested.

Response: Pleaseseetheresponsetoquestion#35.

47. Question: PlanDocument,Section3.10,pages14&15 –Pleaseprovidedetailsaroundthe

Plan’sexpectationsof investmentproviderstoadministerdeemedIRAsduringthenextcontract

term.

Response: TherearenoplanstoofferadeemedIRAduringthiscontractperiod.

48. Question: PlanDocument,Section15.13,page39 –Pleaseprovidedetailsaroundthe

Plan’santicipatedprocesssurroundingtheproposedunclaimedaccountprocess.Howwill

informationbecommunicatedbetweentheinvestmentprovidersandthePlan?

Response: Pleaseseetheresponsetoquestion#44.

49. Question: ExhibitF,Section16,page10 –Pleaseprovidedetailsaroundtheanticipated

involvementfromthePlanregardingthisreportingprocess.

8



Response: TheresponsetothisquestionisidentifiedinExhibitF,Section16.Thereisno

additionalinformationthatcanbeaddedatthistime.

9



ATTACHMENT FConflict of Certification

Company or Entity Name ________________________________

For the purpose of participating in the Request for Proposals process and complying with theprovisions of Chapter 112, Florida Statutes, and Section 287.075 Florida Statutes (F.S.) the undersignedcorporate officer states as follows:

Proposer (check the applicable block) certifies one or more of the following:

____ _A. The persons listed below are current State employees who own an interest of five percent (5%) or more in the company/entity named above:

_________________________________ ___________________________________

_________________________________ ___________________________________

_________________________________ ___________________________________

____ _B. To the best of its knowledge, the Proposer or its employees, agents, or subcontractors, have not knowingly participated, through decision, approval, disapproval, or preparationof any part of a purchase request, investigation, or audit, in the procurement of commodities or contractual services by a state agency from an entity in which the contractor, or its employees, agents, or subcontractors, has a material interest, in accordance with Section 287.075, F.S. According to Section112.312 (15), F.S., material interest means “more than 5 percent of the total assets.” Agent means anyother entity or person acting on behalf of a Proposer.

The above information is true and correct to the best of my knowledge. Signed on this day of

__________________, 20__.

_________________________________

Signature

_________________________________

Print Name and Title

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ATTACHMENT GAffidavit as to Compliance with Preferred Pricing Clause

Pursuant to section 3 of the Contract, the undersigned Contractor hereby attests that theContractor is in compliance with the preferred pricing clause contained in the Contract.

PRINT CONTRACTOR NAME:

By: Date: ________ Signature of Authorized Representative

Print Representative’s Name/Title:

STATE OF ____________ COUNTY OF __________ Sworn to (or affirmed) and subscribed before me this _____ day of __________, by .

Signature of Notary

(Print, Type, or Stamp Commissioned Name of Notary Public)

[Check One] ____ Personally Known OR ____Produced the following I.D. ___________________

Vendor Name

Vendor’s Authorized Representative Name and Title _________________________________

Address

City, State, Zip

Phone Number

Email Address

T Rowe Contract With State of Fla

Documents

Transcript of T Rowe Contract With State of Fla