ITN No. 2425-02 ITN TR Addendum 1

QUESTIONS AND ANSWERS AND MODIFICATIONS

2425-02 ITN TR

Investment Provider Services for the State of Florida

Deferred Compensation Plan

Addendum No. 1

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 by law within the time allowed for filing a bond shall constitute a waiver of proceedings under chapter 120, Florida Statutes.

This Addendum consists of the following sections:

A. Questions and Answers B. Modifications to the ITN

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A. Questions and Answers: Below are the questions and answers related to this solicitation. In the table below, the Office of Financial Regulation (Office or OFR) has answered each of the 95 written questions submitted by potential respondents.

ATTACHMENT

IDENTIFIER

SECTION

NUMBER PAGE # QUESTION DEPARTMENT RESPONSE

1 Are there any transfer restrictions and/or charges that will apply upon termination of the current provider's contract (e.g., deferred sales charges, market value adjustments)?

If so, please describe.

No.

2 Are all assets mappable at the plan level? Yes.

3 What services are being provided today by FIS that you would like for the consolidated vendor to be responsible for?

All services as described in the ITN.

4 What percentage of participants that have opted into e-delivery?

Participants can have multiple providers with an election required for each provider.

Currently, the eDelivery adoption for the investment providers is 50%; 52.8%; and 38% of participants.

5 SOW Exhibit G 1 Item #2 in the sample Non Solicitation Agreement makes clear that the service providers' agents that regularly meet in-person with plan participants, are strictly prohibited from selling any additional financial services to these governmental employees. Since these agents cannot earn sales commissions, can you comment on how these agents are compensated? Also, given this strong prohibition on solicitation, can you comment on why Series 6/7 is a requirement for these agents, as these licenses are specifically to authorize license-holders to solicit security sales?

The Department does not require the current investment providers to share information about how they compensate their employees.

The Department requires representatives to hold a Series 6/7 license to best serve participant needs. In the event unsolicited participants seek these services, the representative may provide them per the Statement of Work.

6 SOW 11. F 16 This section says "The Contractor shall make an effort to prepare, print, and provide written and online based materials in the Spanish and Haitian Creole languages".

Language translation and legal review of those translations are often labor intensive efforts and the words "shall make an effort to" makes it difficult to price these services unless this effort is more precisely defined. Can the Department define what materials must be made available in Spanish and Haitian Creole and which are optional?

The Department and the Contractor will work together to determine what materials are needed. This may be discussed further during the negotiation process.

7 SOW 11. J 16 This section says "The Contractor is prohibited from Soliciting terminated Participants to remove their 457(b) assets to its company’s Individual Retirement Account (IRA). However, this does not prohibit the Contractor from accepting rollovers that are initiated by the Participant without Soliciting. The Contractor shall notify the Plan Administrator of a request by a Participant to rollover to the Contractor or Contractor’s subsidiaries, parent, sub-contractors, or other affiliated entities. The Contractor shall complete an affidavit of affirmation that the Participant made any such request unsolicited by the Contractor and provide sufficient documentation of the reasons stated by the Participant for the rollover" Can you provide stats on how many IRA rollovers out were completed in 2024 and how many affidavits of non-solicitation were completed in this same period? Further can you define the penalty for non-compliance?

The total number of IRS rollovers out in 2024 were 1,931; 57 of those rollovers required affidavits. Deliverable 24 outlines the penalty for non-compliance.

8 ITN 1.1 3 The ITN appears to be structured with an emphasis on vendor consolidation. As an unbundled recordkeeper— where a separate, third-party Trust company is responsible for custodial and check writing services—would it be permissible under the ITN for you to contract directly with that third-party Trust company for these services, in addition to us performing recordkeeping responsibilities?

No.

9 ITN 1.2 4 The ITN states "Provide investment products for equity and bond investment products, fixed income products, target date funds, low cost index funds, a Brokerage Service, and an advisory or managed account service."

Does the governing board have an investment committee which ultimately makes the investment decisions, or are you looking to fully outsource that fiduciary role? Or, are you just confirming the platform can support the requirements?

The governing board is the Department’s Investment Workgroup which follows the Investment Policy Statement DFS J4 1541.

10 ITN 1.2 4 Charles Schwab is the current brokerage window offering.

Is it permissible for the provider to use their own brokerage window, replacing Charles Schwab?

Yes.

11 ITN 1.2 5 The ITN states "The System must allow participant data entry directly from the Department as well".

Can you clarify what data would the department need to enter? In our fully outsourced environment, this is not typically necessary.

The Department expects to be able to modify all participant data points in the Contractor’s system. Please see SOW section 4.D.

12 SOW 1 1 What is the preferred live date for the plan? To be negotiated.

13 SOW 4 7 The SOW states, "The Contractor shall provide a record keeping and data transmission system (System) with a capacity of at least 350,000 Participant accounts."

Please confirm how many unique participants have a balance in the Plan.

93,274 as of September 30, 2025.

14 Exhibit D Loan Process 5 The document describes the process for participant loans (see Exhibit D: Deferred Compensation Loan Tracking), but does not specify any fee charged to participants for initiating a new loan. The contract outlines reporting, file formats, and compliance requirements for loan processing, but is silent on participant loan origination fees. Can a loan fee be assessed?

Yes.

15 SOW 15 21 The document states, "The Contractor shall offer a full selection of distribution options to Participants at no cost.

Unless specifically requested by the Participant for a paper check, all distributions shall be in the form of Automated Clearing House (ACH) credit or wire transfer." Given this requirement, is the Plan open to implementing additional transaction fees, such as a $25 charge for each withdrawal or distribution? If so, are there specific guidelines or limitations regarding the types and amounts of fees that may be assessed to participants? Please clarify any preferences or restrictions the Department has regarding transaction fees.

The Department is not open to a $25 charge for each withdrawal or distribution. The Department does not currently allow additional fees for participants to overnight a check, a loan origination fee, and an annual SDBA fee and does not intend to allow additional transaction fees in this Contract.

16 SOW 15 21 Please provide the average annual volume (number of, not dollar amount) of withdrawals, distributions and loans taken from the plan. Please indicate volume of both periodic and non-periodic benefit payments. Also, on average what percentage of distributions are electronic vs. paper?

For 2023 and 2024 the averages are as follows: 372 unforeseeable emergency distributions, 9,102 lump sum distributions, 332 initiations of a periodic payment distribution and 172 loans. All distribution requests require paper State forms.

17 SOW 13.A 18 The contract states that the Contractor must employ a minimum of fifteen (15) full-time equivalent (FTE) Account Representatives dedicated to the Plan or similar government plan(s). Could you please clarify whether these Account Representatives are required to be exclusively dedicated to the State of Florida Deferred Compensation Plan, or if they may also support other clients or plans as part of their role?

Account Representatives shall be employed primarily for purposes of servicing the Plan or other similar government plans and shall have no other lines of competing business.

Representatives do not need to be exclusive.

Please see SOW section 13C.

18 SOW 13.I 19 The contract states, “The Contractor shall be responsible for continuous training of its Account Representatives with regard to its investment products, the Plan, and any ancillary topics as the Department deems necessary.”

To ensure compliance and proper resource planning, can the Department provide examples or guidance on what types of ancillary training topics have previously been deemed necessary, or are anticipated to be required, beyond investment products and Plan-specific training?

Specifically, are there areas such as cybersecurity, data privacy, customer service, regulatory updates, diversity and inclusion, or other operational or compliance-related subjects that the Department expects Account Representatives to be trained on? Any clarification or illustrative examples would help vendors better understand the Department’s expectations and scope for ongoing training.

Account Representatives should have a working knowledge of the Florida Retirement System (FRS) including staying current with changes to the FRS for purposes of providing the services described in the Statement of Work. Any ancillary topics would be related directly to the Plan and could include topics such as federal regulation changes that would impact the Plan.

19 SOW 3.E 5 Please provide number of accounts and current total balance for the brokerage window.

As of September 30, 2025, total participants are 1,176. Total assets are $254,755,110.37.

20 SOW 10 15 What is the number of active and inactive participants participating in Managed Accounts and the total assets managed?

Total participants are 6,883. Total assets managed is $ 433,974,474.

21 SOW 2.M 2 Please provide the number of unique paycenters. The sample payroll tables show at least 15–20 unique paycenter codes.

Currently there are 63 unique paycenters.

22 SOW 13.R 20 The contract requires the Contractor to “track and respond in writing to the Department with substantive information about the initiation and resolution of any Participant complaint made to the Department regarding services, products, or materials.”

Can the Department clarify whether this requirement applies only to complaints involving the 15 dedicated Account Representatives, or does it also include complaints related to other customer service representatives (such as Telephone Support Line staff or other personnel servicing the Plan)? Understanding the intended scope will help

While that language applies specifically to Account Representatives as described in paragraph 13, Account Representatives, similar requirements are included in paragraph 14, Telephone Support Line, of the SOW.

ensure our complaint tracking and reporting processes fully align with the Department’s expectations

23 SOW 3 2 Please provide a Schedule of Plan Assets detailing the balances by asset type and investment provider for all funds currently offered under the Plan.

See Exhibit H, 2024 Annual Performance Report, as provided in modification 1 in Section B of this Addendum.

24 SOW 3.A 3 The SOW states that mutual funds are required for each investment class, but also allows for trust products regulated under state banking laws as alternatives to 1940 Act Funds, provided they have the same investment strategy and oversight.

Will the Department consider collective investment trusts or institutional separate accounts as eligible investment vehicles, in addition to mutual funds, as long as they meet the requirements outlined in the Statement of Work?

Yes.

25 SOW 3.C 5 The Statement of Work allows for custom target date models that may use a 3(38) advisor, with a specified fee cap. Is the Department seeking a 3(38) investment manager for any portion of the investment menu, or is the preference for 3(21) advisory services only?

The Department seeks 3(21) advisory services only.

26 SOW 3 2 Does the Department require the inclusion of retirement income solutions, such as systematic withdrawals, annuities, or other income-generating options, within the investment menu for the Plan?

No.

27 SOW 3 2 Is the Department open to considering alternative investments within the Plan’s investment menu, or is the menu limited to the investment product types explicitly listed in the Statement of Work (e.g., mutual funds, fixed income, target date funds, index funds, and self-directed brokerage)?

Yes, the Department is open to proposals for considering alternative investments within the Plan’s investment menu.

28 SOW 3.E.5 5 The requirement states that the SDBA must offer “online financial and educational tools and product information.”

Could you please clarify what specific types of tools or resources the Department expects? For example, are you looking for general financial literacy content, interactive investment education modules, or more advanced features such as investment screening, portfolio analysis, or comparison tools? We currently offer robust Investment Screening Tools and want to ensure our solution aligns with your expectations.

The Respondent should provide online financial and educational tools and product information as part of the Response. The parties can discuss further during the negotiation.

29 SOW 10.F 15 The requirement states: “Participants shall be provided an opportunity for at least one (1) annual personal meeting, either face-to-face (virtually) or in-person, with their financial advisor to be provided with necessary financial information and analysis.”

Could you please confirm whether a phone call is considered an acceptable form of “virtual” face-to-face meeting for this purpose, or is the expectation specifically for video-based meetings? We want to ensure our approach aligns with your definition of “virtually.”

The intent is to provide the opportunity for a video or face to face interaction at the participant’s request.

30 SOW 11 15 Can you share which benefit communication strategies have been most and least effective with participants in the past?

Participant interaction with representatives to discuss plan benefits and retirement readiness have been most effective. Representatives that work with the Bureau to build relationships with HR staff are able to regularly visit participants at their worksite. However, the Department is interested in a recordkeeper with expertise in this area.

31 SOW 11 16 Beyond the stated requirements, are there any additional “wish list” items or innovative features you would like to see in Communication and Education services?

The Department is looking for a recordkeeper with expertise in this area to propose innovative services. There are no specific wish list features to share at this time.

32 Please provide the following current data: Total Plan Assets, Total Active Participants with a balance, Total Terminated Participants with a balance and Total Eligible Participants.

As of September 30, 2025:

Total Plan assets: $6,453,852,004.87 Total actively contributing participants: 45,361.

Total Participants with a balance 93,274.

The total terminated participants and total eligible Participants is not available.

33 Is there overlap in participants with a balance across the three vendors? If so, can you please provide the total on a unique participant basis.

Yes. 93,274 as of September 30, 2025.

34 Please provide total cash flow for each of the prior 3 years. The Department understands your question as a request for the following information:

2024 beginning and ending balance:

$5,554,242,974.67 as of January 2024 $5,996,401,807.70 as of December 2024

2023 beginning and ending balance:

$5,312,312,332.96 as of January 2023 $5,537,763,304.37 as of December 2023

2022 beginning and ending balance:

$5,717,401,188.51 as of January 2022 $5,115,021,265.51 as of December 2022

35 Attachment 2 14E 21 If the Contractor’s standard call center hours extend beyond 7:00 pm ET, is the Department interested in allowing for the extended time period?

Yes.

36 Section 4 Attachment 1

4.5

Section 4.5, the 5th paragraph states that the procurement will not result in an exclusive license to provide services or products described in the ITN, additionally item 21 in the sample contract states this is not an exclusive contract, however in 1.2 Background there is a statement at the bottom of page 4,that the Department seeks to contract with a single Contractor. Can you please confirm the intent of this ITN is to select a single Contractor?

The intent of this ITN is to select a single contractor.

37 Please confirm company email addresses are provided on a regular basis to the Contractor through a payroll/demographic file. If not, please confirm they will be going forward.

Current participant demographics will be provided at the transition to the new contractor and at enrollment for new participants. The Department provides some current and eligible participant demographic data on a quarterly basis to be utilized as approved by the Department.

38 Please provide the percentage of participants who are receiving notices/communications electronically.

Participants can have multiple providers with an election required for each provider.

Currently, the eDelivery adoption by investment provider is 50%; 52.8%; and 38% of participants.

39 Is there a single day-to-day plan administration contact, or is the Contractor working with contacts at each pay center?

If multiple contacts, please provide the expected number of contacts.

As described in section 1.2 of the ITN, there is a single Plan administrator contact. This person is currently, Rosemary Isham, Bureau Chief of Deferred Compensation, Department of Financial Services.

40 Attachment 2 5 10 Based on the details provided in the SOW #5 Payroll Processes, it appears that each pay center submits their own files, and the Contractor would then work with the department on any questions/discrepancies rather than the individual pay center? However, the Contractor would still have interactions with the individual pay centers for other steps outlined within the payroll process. Please confirm.

Within the payroll process, the Contractor’s interaction with the paycenters is to send the actual files and receive the prebill files.

41 Please provide the payroll frequencies currently utilized. The current payroll frequencies are monthly, biweekly, off cycle biweekly, weekly, semimonthly.

42 What payroll vendor(s)/software and applicable version(s) are used today?

Each paycenter uses their own payroll software.

43 How many financial (loan/contribution) payroll files are sent per year?

Prebill and actual files are sent each payroll.

Loan files are sent from the current investment providers to the Bureau of Deferred Compensation each month. In 2026 we anticipate a total of 59 warrant dates for the various payroll dates.

44 How do participants update their deferrals elections (i.e.:

through the Contractor, through the Department)? If allowed through both the Contractor and the Department, how is this then reconciled so there is one source of truth?

The Contractor shall convert, enhance, and maintain a multiemployer, on-line, transactional and data entry system. The Contractor shall process transactions electronically based on data input by the Department and the Contractor. The type of transactions include, but are not limited to:

Participant enrollments; deferral changes;

Paycenter, pay cycle, and location code changes; phone number, address, and e-mail address changes; name changes; court appointed Participant account entry and changes; beneficiary account creation and changes, account balance information (total account balance with date and balance by investment option with date); balance and payroll adjustments (including manual payments or refunds); rollover transactions;

and distributions. Upon the Contractor's receipt of the Department's daily Participant information, the Contractor shall notify the Department of any rejected Participant data.

Please see SOW section 4.D.

45 Attachment 2 12 17 Please confirm that all transactions are paper-based and require the Department’s approval before processing? Is the Department open to using the Contractor’s online processing which also provides for an online review/approval process by the Department or, in lieu of the Department’s current forms are you open to using the Contractor’s standard forms?

All transactions are paper-based except for enrollment and the Department approves all transaction before processing.

The Department is open to considering alternative processes.

46 Attachment 2 7A 14 How does the Department receive the transaction confirmations in the mail, or is an electronic report provided?

Transaction confirmations are sent electronically with the daily work.

47 Is participant demographic data also provided with payroll files? If so, can you please provide a sample of that data file?

Current participant demographics will be provided at the transition to the new contractor and at enrollment for new participants. The Department provides some current and eligible participant demographic data on a quarterly basis to be utilized as approved by the Department.

48 Are all assets with each of the current vendors mappable at the plan level? If not, please detail mappable versus non-mappable assets.

Yes.

49 Are there liquidity concerns or investments subject to a market value adjustment, put, or other restrictions? Please detail. If a put applies please confirm if the notice has been provided.

All investments are fully liquid.

50 Does the plan currently offer managed account services? If so, please provide total assets invested in managed accounts and the number of participants utilizing the service.

Please see response to Question 20.

51 Please provide the total assets invested in the self-directed brokerage accounts and the number of participants utilizing the service.

Please see response to Question 19.

52 Attachment 2 4E 8 As currently written, Empower is unable to accept this provision, as it does not fully align with our operating model.

We would welcome the opportunity to discuss alternative language that more accurately reflects our approach to system enhancements and ongoing maintenance. Empower routinely deploys updates and improvements across our platform as part of our standard service delivery—for example, updates provided under Secure 2.0—ensuring all clients benefit from the latest features and performance enhancements without requiring separate version releases or negotiated installations.

Respondents may propose changes to this document for the Department’s consideration.

53 Attachment 2 5 10 In lieu of the prebill file, will the Department accept a feedback file which contains those participants who have made a change (deferrals or loans) since the last file was provided?

The Department welcomes the option to have a feedback file. At implementation there will still be a requirement of the prebill file.

54 Attachment 2 11F 16 Is providing all communications in Haitian Creole a requirement?

Please see response to Question 6.

55 Attachment 2 11J 16 Would including a clause in the contracts/services agreements prohibiting the Contractor from soliciting their IRA’s be sufficient in lieu of the affidavit process described?

Respondents may propose changes to this document for the Department’s consideration.

56 Attachment 2 12B 17 Is posting confirmations online in lieu of mailing confirmations acceptable?

It is the intent of the Department that participants have the ability to receive their confirmations in the mail. However, the Department is open to providing an election allowing participants to elect paperless delivery.

57 Attachment 2 12C 17 To maintain data integrity and have one source of truth, it’s the Contractors preference to have all enrollments flow through one of the methods provided by the Contractor, such as forms, online, call center. Is this acceptable?

No. Validation of enrollments must flow through the Department as the Contractor will not have access to data required to validate eligibility.

58 Attachment 2 13E 18 Similar to 11.J can this requirement be satisfied through contractual language rather than the affidavit at the time a participant makes such request?

Respondents may propose changes to this document for the Department’s consideration.

59 Attachment 2 14D 21 requesting to strike “no call being placed on hold or in queue for more than sixty (60) seconds”

No.

60 Attachment 2 14G 21 requesting that the trainings can be held onsite at the contractor’s location to limit staff’s travel time and ensure continuity with the team answering participant calls.

Respondents may propose changes to this document for the Department’s consideration.

61 Attachment 2 16B 22 Replacing the second sentence to state: All electronic statements must be available by the 15th Business Day of the following quarter.

Respondents may propose changes to this document for the Department’s consideration.

62 Attachment 2 17E 23 requesting that the feedback file referenced in the comment on 5.A is used to satisfy this requirement.

No.

63 Attachment 2 19 24 Empower proposes adding the following calculation methodology into Section 19 regarding deliverables:

Empower agrees to provide services in accordance with the performance standards stated herein.

In the event Empower does not meet the performance standards listed below, Empower will be given an opportunity to cure such failure. If Empower fails to meet the performance standard in the subsequent quarter, Empower agrees to forfeit revenue for each performance standard not met pursuant to the “Fees at Risk” column below. The forfeited revenue will be credited on the next invoice if the plan is invoiced for Empower’s recordkeeping fee. If the recordkeeping fee is deducted against participant accounts, the forfeited revenue will be deposited to the plan expense account. In no event, however, shall the total amount forfeited by Empower in any given calendar quarter exceed 20% of Empower’s quarterly per Participant/Recordholder fees determined as of the beginning of each calendar quarter based upon the number of Participants/Recordholders with a balance in the Plan as of the last day in any given quarter. For illustrative purposes, the calculation for quarterly revenue placed at risk would be: [(A*B) *C], in which “A” is the quarterly per Participant/Recordholder fee of for Defined Contribution Plan(s) and;

“B” is the number of Participants/Recordholders in the Plan with an account balance as of the last day of each calendar quarter; and;

“C” equals the lesser of the sum of the percentages attributed to each performance standard not met by Empower for a calendar quarter or up to 20%.

Empower shall not be liable for the performance standards and the revenue at risk stated herein for failure to meet any of the performance standards as a result of an interruption of any service provided under the Agreement or delayed or defective performance of such service arising out of war, natural disasters, acts of terrorism, loss of utilities, government restrictions, trading halts, exchange or market rulings, extraordinary market volatility or exchange conditions, disabling strikes or any other causes beyond its reasonable control. If call volumes exceed 10% of normal or budgeted volumes the month would be excluded. Empower shall maintain a reasonable disaster recovery plan and shall use its best efforts to resume services on a normal basis as soon as practicable.

64 Attachment 2 19 24 Deliverable 1: Empower proposes changing 100% to 99% availability, excluding regularly scheduled maintenance.

Respondents may propose changes to this document for the Department’s consideration.

65 Attachment 2 19 28 Deliverable 20: Empower requests to adjusting the timeline so the initial Procedures Manual is delivered by the plan’s Go-Live date. Since each manual is tailored to the client’s specific processes, system setup, and service approach, it’s not something we can complete accurately ahead of time.

Delivering it at Go-Live lets us capture all the final details and ensures the manual is truly complete, accurate, and customized to the client’s needs.

Respondents may propose changes to this document for the Department’s consideration.

66 Exhibit F 1.7 PDF pg 85 In lieu of mailing confirmations to participants, is posting these confirmations online acceptable? What format should the confirmations required to be provided to the Department in?

It is the intent of the Department that participants have the ability to receive their confirmations in the mail. However, the Department is open to providing an election allowing participants to elect paperless delivery.

Confirmations to the Department are currently sent as excel documents.

67 Exhibit F 3.3 PDF pg 86 How are enrollments being forwarded to the Department?

Is this an electronic report?

Copies of enrollment forms or printouts of online enrollments are sent to the Department.

68 Attachment 2 Exhibit F

4.4

PDF pg. 88

Is the Department open to using the Contractor’s established payroll process which would include a feedback file with changes (loans and deferrals) since the last file (replacing 5A&B and 4.4a), striking 5C&D and 4.4d as the Contractor's current process does not provide for a comparison between the feedback file and amounts received. Our system and process is designed to monitor appropriate plan and legal limits, but does not reconclie the amounts submitted to the participants elected deferral percentage or dollar amount.

No.

69 Exhibit F 13.1 PDF pg. 94 The Contractor will maintain records in accordance with DOL guidelines.

Respondents may propose changes to this document for the Department’s consideration.

70 Attachment 2 6E 12 Please provide a copy of the desired report so that we may confirm our Annual Report meets the requirements.

See Exhibit H, 2024 Annual Performance Report, as provided in modification 1 in Section B of this Addendum.

71 Section 1.1, Purpose, Addendum B, Data Security Requirements and 133

Will you permit us to use Empower’s Master Services Agreement along with associated Schedules including our Data Security & Privacy Addendum (“DSPA”), (collectively the “MSA”)? The MSA is tailored specifically to the performance of recordkeeping services and reflect market-competitive contracting standards in the employee benefits recordkeeping industry.

Respondents may provide these documents for the Department’s consideration.

72 Attachment 1

Attachment 4

Section 28, Subcontracting

Section 5. d & 8.e Insurance Requirements of Attachment

Page 9 of Attachment

Pages 6 & 7 and 14 & 15 of Attachment

Will you permit a definition to subcontractor as: "Any entity, other than Contractor's affiliates, that is retained for services exclusively for the State, having a relationship with the Contractor whereby the Contractor uses the products and/or services of that entity to fulfill some of its obligations under the Contract?”

Empower engages affiliates, agents and suppliers to complement our Services and provide ancillary operational functions required to deliver Services to our client base.

Empower can only agree to obtain consent to change, hire, or terminate suppliers and subcontractors engaged specifically and uniquely to provide Services to The State since it is not feasible for Empower to obtain any individual client’s consent to change suppliers and subcontractors utilized across our enterprise. The use of any such party will not relieve Empower of its obligations under the agreement and Empower shall at all times remain liable for the performance of the Services thereunder.

Empower maintains minimum insurance coverage, including commercial general liability and professional liability insurance, which meets or exceeds the requirements with respect to performing services under a recordkeeping agreement. Upon award of the Agreement, Empower reserves the right to modify the language of such insurance requirements in order to align with its current policies and coverage as set forth by Empower’s insurance providers/broker.

Subcontractors may not maintain the same insurance limits as Empower, but Empower remains liable for the performance of any subcontractors used to deliver services.

Respondents may propose changes to this

They may be discussed during negotiations.

73 Attachment 1

Attachment 2

Section 14, Termination and Section 29, Exit Transition Services of Attachment 1

Section 20 G, Termination, Attachment 2 and 9 Attachment

Attachment

Will you allow us to terminate for convenience and for the Department’s default that has not been cured by the Department? Additionally, we will assist with Exit Transition when the Department terminates for any reason, however, will you allow us not to be liable to the Department for any expenses associated with securing the Services from another provider in the event of termination for any reason?

Lastly, will you allow us to provide 90 days of Exit Transition Services and negotiate, in good faith, a reasonable extension of the time during which Empower will provide Exit Transition Services?

Respondents may propose changes to this document for the Department’s consideration. They may be discussed during negotiations.

74 Attachment 1Attachment

Section 17 Indemnification of Attachment 1Sections 8(f) Indemnification & 8(g) Limitation of Liability - Attachment 4

Attachment 1Page 15 Attachment

Will you allow us to carve out Contractor’s liability for damages resulting from acts or omissions undertaken at the direction of the Department or any agent or third party authorized by the Department to provide direction to Contractor, including but not limited to prior service providers, investment advisors, or any authorized agent thereof?Additionally, while Contractor does not limit its liability for direct damages, we would require a disclaimer of liability for both parties for indirect, special, punitive, or incidental damages in the Agreement, thus limiting the Department’s liability as well

Respondents may propose changes to this document for the Department’s consideration.

They may be discussed during negotiations.

75 Attachment 1 Section 20, Ownership of Property of Attachment 1

Attachment

Will you allow us to remove Section 20 (and Section 7) or revise it as we deem this to be inapplicable to Empower as a recordkeeper? We will not be providing deliverables or work product under our Agreement as a provider of recordkeeping services. Please see our intellectual property section of the sample Master Services Agreement.

Respondents may propose changes to this document for the Department’s consideration.

They may be discussed during negotiations.

76 Attachment 1 Section 29, Guarantee of Parent Corporation of Attachment 1

Attachment

Will you allow us to clarify that Empower Retirement, LLC is responsible for all its obligations under the Agreement and not its Affiliates?

Respondents may propose changes to this

They may be discussed during negotiations.

77 Section 25, Data

Section 25, Data

Attachment

As a financial institution under the Gram-Leach-Bliley Act, Contractor is exempt from many state specific privacy laws.

Contractor can agree to comply with data privacy laws applicable to Contractor’s services, and we can commit to remediation measures in the case of a security breach for which we are responsible. Will you allow us to clarify this?

Respondents may propose changes to this document for the Department’s consideration.

Miscellaneous Contract Terms-Audit Report

Attachment 4

Section 20 H, Miscellaneous Contract Terms-Audit Report

Section 6, Inspection Attachment 4

Pages 10 & 11 of Attachment

If the Department’s governmental regulators require an audit or examination of records during the term of the Agreement, Contractor will make records, data and information available for operational/administrative audits.

Contractor will not be required to disclose confidential or proprietary information. Will you allow us to clarify that any audit is subject to this and our reasonable security policies, as we have certain security policies and procedures in place that must be followed (even during an audit) to keep all our client data secure?

Attachment 4, PUR 1000 is established in Rule therefore cannot be modified. However, the Department can draft superseding terms within other Department documents, provided they do not conflict with Florida law.

Respondents may propose changes to this document for the Department’s consideration.

Miscellaneous Contract Terms of Attachment 2

Attachment 4

Section 20 A, Miscellaneous Contract Terms of Attachment 2

Section 5(d) - Performance of Attachment

Page 7 of

Empower cannot agree to allow clients to conduct background checks on Empower employees for confidentiality reasons. Empower completes background checks on prospective employees and current employees applying for certain internal transfers where licensing or additional screening is necessary. Empower cannot agree to adherence with each of our clients’ individual background check policies due to our large and diverse client base. Will you allow us to update Section 39 to clarify this?

Miscellaneous Contract Terms of Attachment

Section 20 C, Miscellaneous Contract Terms of Attachment

Page 29 of Attachment

Empower cannot agree to furnish a performance bond. Will you allow us to update this section to clarify?

Respondents may propose changes to this document for the Department’s consideration.

81 Award Section 5.6 24 We request an extension of the seven (7) calendar day period for contract execution. Due to the complexity of contract negotiations and the internal review process required for final approval, seven days is not sufficient to ensure full compliance and alignment between parties. We propose that the parties will agree on a mutually agreeable timeframe at the time of the award.

For clarification, section 5.6 of the ITN states, “Unless otherwise agreed by the Department, the awarded Respondent must sign the Contract within seven (7) calendar days of receipt of the Contract for execution. . .” This contemplates negotiations having already occurred and the Department’s receipt of each Respondent’s Best and Final Offer.

Respondents may also propose changes to this document for the Department’s consideration.

82 Attachment 2 3.B.i 3,4 Requesting to strike the crediting rate terms i-iv as our proposed Fixed Income Product does not following the SVIA in regards to providing the crediting rate.

Respondents may propose changes to this document for the Department’s consideration.

83 Attachment 2 4A 7 Strike: The system must function in compliance with the most current version of Form DFS-J3-1176, State of Florida Employees Deferred Compensation Plan, which is adopted in Rule 69C-6.003, F.A.C. While our system operates in compliance with applicable federal and general state retirement plan requirements, it is not configured to conform to any one state’s proprietary standards.

This requirement is solidified in Florida Administrative Code.

84 Attachment 2 3.B.i 3,4 Have SVIA given comment as to whether this average can be used for such a purpose? Is the SVIA average an appropriate benchmark? The following couple of comments will help give some background to this question:

Submission of data to SVIA is voluntary. If the companies responding to the survey were to change (either additional or fewer companies), how would you expect the crediting rate to behave? We would expect there to be contracts with

Respondents may propose changes to this document for the Department’s consideration and may be discussed during the negotiation process.

high rate guarantees included within the SVIA data, which would skew the average, and so this average may not move in-line with a typical general account backed stable value product.

85 Attachment 2 3.B.i 3,4 Would the State of Florida consider a product with an alternative benchmark?

Yes.

86 Attachment 2 3.B.i 3,4 Would the State of Florida consider a product with no benchmark?

Respondents may propose changes to this document for the Department’s consideration.

However, the Department will need the ability to compare performance.

87 Attachment 2 3.B.i 3,4 Would the State of Florida consider a product with no benchmark, but with instead a guarantee step-down schedule?

Please see response to Question 86.

88 Attachment 3 D. Guaranteed Fixed Account

(GFA)

Return(s) and associated floor(s)

Which funds are fully mappable? And from which vendors? All funds are fully mappable.

89 Attachment 3 D. Guaranteed Fixed Account

(GFA)

Return(s) and associated floor(s)

Which funds have a hold or put? How long is the put? Is there an MVA?

No funds have a hold or put. There are no Market Value Adjustments.

90 Attachment 3 D. Guaranteed Fixed Account

(GFA)

Return(s) and associated floor(s)

What is the balance by investment for each recordkeeper?

What is the associated fixed balance for each recordkeeper?

See Exhibit H, 2024 Annual Performance Report, as provided in modification 1 in Section B of this Addendum.

91 Statement of Work

3. Investment Products and Services C-5

5 Is the client looking for the new contractor to serve in a 3(38) capacity as well as a recordkeeper?

No. The Department is looking for 3(21) capacity as well as a record keeper.

92 Attachment 1 Standard Contract

All Regarding Special Contract Provisions, is there flexibility for modifications and/or negotiations within the Attachment?

Respondents may propose changes to this document for the Department’s consideration.

93 Attachment 2 Statement of Work

All Regarding the Statement of Work, is there flexibility for modifications and/or negotiations within the Attachment?

Respondents may propose changes to this document for the Department’s consideration.

94 Attachment 4 PUR 1000 All Regarding Attachment 4 PUR 1000, is there flexibility for modifications and/or negotiations within this attachment?

Please see response to Question 78.

95 Attachment 5 Data Security Requirements

All Regarding Data Security Requirements, is there flexibility for modifications and/or negotiations?

- End of Section A., Questions and Answers -

B. Modifications to the ITN: Insertions to the ITN are indicated by an underscore, deletions are indicated by a strikethrough.

1. Exhibit H, 2024 Annual Performance Report, attached hereto is hereby added to Attachment 2, Statement of Work.

- End of Section B., Modifications to the ITN -

2024 ANNUAL PERFORMANCE REPORT

(January 1, 2024 thru December 31, 2024)

Prepared By:

FIS Omni (Recordkeeper)

Chief Financial Officer of the State of Florida

Jimmy Patronis serves as Florida’s Chief Financial Officer. The Chief Financial Officer is the constitutional officer with the fiduciary responsibility over the Division of Treasury (17.55 F.S.) and the Bureau of Deferred Compensation. A core function of the Division of Treasury and the Bureau of Deferred Compensation is to be effective stewards of the operational monies and other financial assets of the State and to assist state employees with tools to help them prepare for financial security during their retirement years.

As a fiduciary of the Deferred Compensation Plan, the Chief Financial Officer is responsible to:

Act solely in the interests of the participants and their beneficiaries;

Be prudent in the decisions made about the Plan;

Pay only reasonable and necessary expenses for the Plan; and Follow the terms of the Plan.

The CFO administers the Deferred Compensation Plan, IRC 457(b), a voluntary retirement savings plan for employees of the State of Florida (112.215 F.S.). Some of the objectives of the Deferred Compensation Plan are to educate prospective and current participants, distribute informational material, market the Plan by conducting presentations throughout the state, distribute communication materials, monitor performance of all investment options available to employees, and perform many other functions that lead to the efficient operation of the Deferred Compensation Plan and the financial success of its participants and their beneficiaries.

TABLE OF CONTENTS

INVESTMENT PROVIDER INFORMATION and GLOSSARY SECTION I

ACCOUNTS, DEFERRALS, ASSETS AND DISTRIBUTIONS SECTION II

Summary of Participant Accounts Page 6 Summary of Deferrals Page 8 Summary of Plan Assets Page 12 Summary of Account Distributions Page 16

DETAIL OF FIXED ACCOUNTS SECTION III

DETAIL OF VARIABLE ACCOUNTS SECTION IV

12/31/2024 INVESTMENT PERFORMANCE REPORT SECTION V

Section I 1

SECTION I

INVESTMENT PROVIDER INFORMATION and GLOSSARY

Section I 2

INVESTMENT PROVIDER INFORMATION

INVESTMENT PROVIDERS ABBREVIATED IDENTIFIER

Corebridge Financial COR Charles Schwab CS Voya Financial VOY Nationwide Retirement Solutions NRS

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 Plan assets of Capitol Life were assumed by Security First Life in November 1989.

American General Financial Group 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 and assets were purchased by Nationwide Life Insurance Company.

ING Financial Services purchased Aetna Life including the Plan assets in November 2000, changing their name to ING-Aetna Financial Services in January 2001.

Section I 3

PLAN INVESTMENT PROVIDER HISTORY (Continued)

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, variable assets were purchased by Nationwide.

Safeco Insurance Company (self-directed brokerage option) 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 role for the Plan in August 2004.

Symetra Financial withdrew from their role as a Plan Investment Provider on December 31, 2007.

Symetra Financial participants and assets were rolled into Charles Schwab on January 1, 2008. Enrollment in Charles Schwab is through Nationwide and Corebridge Financial.

AIG VALIC changed its name to VALIC in 2009.

ING became VOYA Financial in 2014.

GWL became Empower in 2015.

T Rowe Price left the Plan as an Investment Provider in 2019, variable products and assets moved to Nationwide.

Empower left the Plan as an Investment Provider in 2020, variable assets moved to Nationwide.

VALIC changed its name to AIG in 2020. AIG changed its name to Corebridge Financial in 2022

Section I 4

GLOSSARY OF TERMS

ACCOUNT (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.

ACTIVE ACCOUNT: An individual participant investment portfolio(s) in the Plan that is currently receiving deferrals.

ACCOUNT VALUE: The total of all participant assets in a particular investment portfolio.

DEFERRAL: An amount reduced (set aside) from a participant’s compensation and deposited into their account in the Plan.

DISTRIBUTION: An amount from a participant’s account that is being provided to that participant in a lump sum or through periodic payments.

FIXED PRODUCT: A fixed product guarantees a rate of return for a specified period of time, usually one quarter (three months).

This term can refer to either an insurance company, bank or investment company product.

INVESTMENT PROVIDER: A company authorized to issue investment products pursuant to this Plan.

PARTICIPANT: An individual who is enrolled in the Plan, or their beneficiary.

VARIABLE PRODUCTS: This term refers to mutual funds, target date funds and collective investment trusts. Rates of return are not guaranteed, and rates of return are 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.

Section II 5

SECTION II

ACCOUNTS, DEFERRALS, ASSETS AND DISTRIBUTIONS

VOYA (VOY) 23,772 3,921 26,843 27,693 850 3.2%

NATIONWIDE (NRS) 39,549 4,875 44,222 44,424 202 0.5%

CHARLES SCHWAB (CS) (NATIONWIDE) 1,107 0 1,056 1,107 51 4.8%

COREBRIDGE (CBG) 23,263 496 22,971 23,759 788 3.4%

CHARLES SCHWAB (CS) (COREBRIDGE) 34 0 18 34 16 88.9%

PLAN TOTALS 87,725 9,292 95,110 97,017 1,907 2.0%

NOTES:

ACTIVE ACCOUNTS include all participant accounts which may be currently deferring, or not deferring, with an account balance (participants may have multiple Investment Providers).

IN PAYOUT includes the participant accounts currently…