By:  Fraser                                           S.B. No. 1611
                                A BILL TO BE ENTITLED
 1-1                                   AN ACT
 1-2     relating to the structure and functions of the Texas Treasury
 1-3     Safekeeping Trust Company.
 1-4           BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
 1-5           SECTION 1.  Section 404.101, Government Code, is amended to
 1-6     read as follows:
 1-7           Sec. 404.101.  DEFINITIONS.  In this subchapter:
 1-8                 (1)  "Advisory board" means the Texas treasury
 1-9     safekeeping trust company investment advisory board.
1-10                 (2)  "Participant" means the state, agencies and local
1-11     political subdivisions of the state, and nonprofit corporations,
1-12     foundations, and other charitable organizations created on behalf
1-13     of the state or an agency or local political subdivision of the
1-14     state authorized to deposit money and securities with the trust
1-15     company.
1-16                 (3)  "The state and its agencies" includes the
1-17     Employees Retirement System of Texas and the Teacher Retirement
1-18     System of Texas.
1-19                 (4) [(2)]  "Trust company" means the Texas Treasury
1-20     Safekeeping Trust Company.
1-21           SECTION 2.  Section 404.103, Government Code, is amended by
1-22     amending Subsection (b) and adding Subsections (e), (f), and (g) to
1-23     read as follows:
1-24           (b)  The trust company may enter into contracts, [and] trust
1-25     agreements, or other fiduciary instruments with the comptroller,
 2-1     the Federal Reserve System, a depository trust company, and other
 2-2     third parties.  The trust company shall be liable under those
 2-3     contracts in accordance with the terms contained in the contracts.
 2-4     Notwithstanding any other statute to the contrary, to the extent
 2-5     permitted by the Texas Constitution and the contracts, trust
 2-6     agreements, or other fiduciary instruments between the trust
 2-7     company, the Federal Reserve System, and a depository trust
 2-8     company, the trust company's obligations shall be guaranteed by the
 2-9     state, and the state expressly waives all defenses of governmental
2-10     immunity by and on behalf of the trust company, the comptroller,
2-11     and the state and expressly consents to sue and be sued in federal
2-12     court or in any court of competent jurisdiction.  However, this
2-13     provision does not alter or affect the immunity accorded to state
2-14     officials and employees under state law.  The trust company may
2-15     enter into contracts with the comptroller and the Federal Reserve
2-16     System to provide any services that the Federal Reserve System
2-17     makes available, including:
2-18                 (1)  safekeeping book-entry United States Treasury and
2-19     agency securities owned by the state and its agencies;
2-20                 (2)  using the federal reserve wire transfer system to
2-21     transfer money and book-entry securities and to settle securities
2-22     transactions involving book-entry United States Treasury and agency
2-23     securities owned by the state and its agencies;
2-24                 (3)  collecting, through the Federal Reserve System,
2-25     checks deposited with the treasury;
2-26                 (4)  receiving payments from and making payments to the
 3-1     federal government on behalf of the state and its agencies;
 3-2                 (5)  originating automated clearinghouse transactions
 3-3     or other electronic transfers to make payments on behalf of the
 3-4     state and its agencies, collecting revenues due the state and its
 3-5     agencies, and transferring money between state depositories;
 3-6                 (6)  paying warrants drawn on the treasury and
 3-7     presented through the Federal Reserve System for payment; and
 3-8                 (7)  safekeeping collateral pledged to secure deposits
 3-9     of public funds.
3-10           (e)  The trust company may hire employees and may fix their
3-11     compensation and prescribe their duties or may contract with the
3-12     comptroller's office for staff support.
3-13           (f)  The trust company shall develop a fee schedule in the
3-14     amount necessary to recover costs of service and to retain adequate
3-15     reserves to support the operations of the trust company.
3-16           (g)  The trust company is exempt from other state laws
3-17     regulating or limiting state purchasing or a purchasing decision if
3-18     the trust company determines that the purchase or decision relates
3-19     to the fiduciary duties of the trust company.  The trust company
3-20     shall make all purchases of goods and services using purchasing
3-21     methods that ensure the best value to the trust company and its
3-22     participants.  In determining best value, the trust company may
3-23     consider the best value standards applicable to state agencies as
3-24     enumerated in Section 2155.074.  The trust company shall develop a
3-25     plan of operation that includes procedures and standards for the
3-26     purchases of goods and services using best value methods.
 4-1           SECTION 3.  Subsection (c), Section 404.104, Government Code,
 4-2     is amended to read as follows:
 4-3           (c)  The comptroller shall submit to the Legislative Budget
 4-4     Board an audited report regarding the operations of the trust
 4-5     company.  The trust company may contract with the comptroller's
 4-6     office, a certified public accountant, or the state auditor to
 4-7     [shall] conduct an independent audit of the operations of the trust
 4-8     company [in accordance with Chapter 321].
 4-9           SECTION 4.  Section 404.105, Government Code, is amended to
4-10     read as follows:
4-11           Sec. 404.105.  CAPITAL OR RESERVE [REQUIREMENTS].  The trust
4-12     company shall hold [have] capital stock and [or] reserve balances
4-13     outside the treasury in an amount required by applicable regulatory
4-14     bodies for eligibility for federal reserve services, for
4-15     participation in a depository trust company, and as necessary to
4-16     achieve its purposes under Section 404.103[, but the amount may not
4-17     be more than $1 million].  The stock of the trust company is an
4-18     authorized investment for state funds and shall be held by the
4-19     comptroller, but the amount may not be more than $1 million.
4-20           SECTION 5.  Section 404.106, Government Code, is amended by
4-21     amending Subsection (a) and adding Subsection (d) to read as
4-22     follows:
4-23           (a)  Any net earnings of the trust company attributable to
4-24     capital stock or investments of capital stock shall be credited
4-25     annually to the account of the treasury and shall be allocated
4-26     annually to the funds held and managed by the comptroller in
 5-1     accordance with Section 404.071(a).
 5-2           (d)  The trust company may hold reserve balances or
 5-3     securities as required by the Federal Reserve System or as required
 5-4     for participation in a depository trust company.
 5-5           SECTION 6.  Section 404.107, Government Code, is amended to
 5-6     read as follows:
 5-7           Sec. 404.107.  FEES.  (a)  Any fees or assessments imposed by
 5-8     state law for the incorporation, regulation, or operation of trust
 5-9     companies do not apply to the Texas Treasury Safekeeping Trust
5-10     Company.
5-11           (b)  Agencies and local political subdivisions of the state
5-12     and nonprofit corporations, foundations, and other charitable
5-13     organizations created on behalf of the state or an agency or local
5-14     political subdivision of the state that are authorized or required
5-15     to deposit money and securities with the trust company shall pay
5-16     the fees established on the trust company's fee schedule.
5-17           SECTION 7.  Subchapter G, Chapter 404, Government Code, is
5-18     amended by adding Sections 404.108 through 404.115 to read as
5-19     follows:
5-20           Sec. 404.108.  TRUST COMPANY INVESTMENT ADVISORY BOARD.
5-21     (a)  The comptroller may appoint an investment advisory board to
5-22     advise the comptroller with respect to managing the assets held by
5-23     the trust company.  The advisory board shall provide the
5-24     comptroller guidance on the investment philosophy that should be
5-25     pursued in managing the assets under the trust company's control.
5-26     The advisory board serves in an advisory capacity only and is not a
 6-1     fiduciary with respect to the assets held by the trust company.
 6-2           (b)  The advisory board is composed of seven members
 6-3     appointed by the comptroller with the advice of the governor,
 6-4     lieutenant governor, and speaker of the house of representatives.
 6-5     Members serve at the will of the comptroller and may be removed at
 6-6     the comptroller's discretion.
 6-7           (c)  The members of the advisory board must have knowledge of
 6-8     or experience in finance, including the management of funds or
 6-9     business operations.
6-10           (d)  Appointments to the advisory board shall be made without
6-11     regard to the race, color, disability, sex, religion, age, or
6-12     national origin of appointees.
6-13           (e)  Each member of the advisory board must be a Texas
6-14     resident.
6-15           (f)  The creation, size, composition, and duration of the
6-16     advisory board is governed exclusively by this subchapter.  Chapter
6-17     2110 does not apply to the size, composition, or duration of the
6-18     advisory board.
6-19           Sec. 404.109.  RESTRICTIONS ON ADVISORY BOARD APPOINTMENT,
6-20     MEMBERSHIP, AND EMPLOYMENT.  A person is not eligible for
6-21     appointment to the advisory board if the person or the person's
6-22     spouse:
6-23                 (1)  is employed by or participates in the management
6-24     of a business entity or other organization receiving funds from the
6-25     trust company;
6-26                 (2)  owns or controls, directly or indirectly, more
 7-1     than a 10 percent interest in a business entity or other
 7-2     organization receiving funds from the trust company; or
 7-3                 (3)  receives money from the business entity or other
 7-4     organization receiving funds from the trust company that exceeds
 7-5     five percent of the person's gross income for the preceding
 7-6     calendar year.
 7-7           Sec. 404.110.  ADVISORY BOARD MEMBER TRAINING.  (a)  Before a
 7-8     member of the advisory board may assume the member's duties, the
 7-9     member must complete at least one course of the training program
7-10     established under this section.
7-11           (b)  A training program established under this section shall
7-12     provide information regarding:
7-13                 (1)  the role and functions of the trust company;
7-14                 (2)  the assets managed by and programs operated by the
7-15     trust company; and
7-16                 (3)  the statutes applicable to the trust company,
7-17     including Chapters 551, 552, and 2001.
7-18           Sec. 404.111.  COMPENSATION; EXPENSES.  Members of the
7-19     advisory board serve without compensation but are entitled to
7-20     reimbursement for actual and necessary expenses in attending
7-21     meetings of the advisory board or performing other official duties
7-22     authorized by the comptroller.
7-23           Sec. 404.112.  MEETINGS.  (a)  The advisory board may meet as
7-24     often as necessary, but shall meet at least twice each year.
7-25           (b)  Advisory board meetings are subject to Chapter 551.
7-26           Sec. 404.113.  INVESTMENT MANAGEMENT.  (a)  The comptroller
 8-1     may delegate investment authority and may contract with private
 8-2     professional investment managers to manage or assist in managing
 8-3     assets held by the trust company.
 8-4           (b)  The comptroller may delegate a power or duty relating to
 8-5     the investment of assets held by the trust company to an employee
 8-6     or agent of the comptroller, including professional investment
 8-7     managers.
 8-8           Sec. 404.114.  PERSONNEL.  (a)  The comptroller may appoint a
 8-9     person to serve as chief executive officer in managing the trust
8-10     company and carrying out the policies of the trust company.  The
8-11     chief executive officer and employees of the trust company serve at
8-12     the will of the comptroller.
8-13           (b)  The comptroller may delegate any of the comptroller's
8-14     duties to the chief executive officer and trust company employees.
8-15           (c)  The chief executive officer or the chief executive
8-16     officer's designee shall develop a career ladder program and a
8-17     system of compensation necessary to retain qualified staff.
8-18           (d)  The chief executive officer or the chief executive
8-19     officer's designee shall develop a system of annual performance
8-20     evaluations.  Merit pay for trust company employees must be based
8-21     on the system established under this subsection.
8-22           (e)  The chief executive officer or the chief executive
8-23     officer's designee shall prepare and maintain a written policy
8-24     statement to assure implementation of a program of equal employment
8-25     opportunity under which all personnel decisions are made without
8-26     regard to race, color, disability, religion, age, or national
 9-1     origin.
 9-2           (f)  The chief executive officer shall appoint an internal
 9-3     auditor for the trust company.  The appointment of the internal
 9-4     auditor must be approved by the comptroller.  The comptroller may
 9-5     require the internal auditor to submit certain reports directly to
 9-6     the comptroller.
 9-7           (g)  Except as provided by this section and Section
 9-8     404.103(e), trust company employees hired under this subchapter are
 9-9     state employees for all purposes, including accrual of leave time,
9-10     insurance benefits, retirement benefits, and travel regulations,
9-11     Chapter 104, Civil Practice and Remedies Code, and Chapter 501,
9-12     Labor Code.
9-13           Sec. 404.115.  LIABILITY INSURANCE FOR CERTAIN BOARD MEMBERS,
9-14     OFFICIALS, AND STAFF.  (a)  The trust company may purchase or
9-15     otherwise acquire insurance to protect members of the advisory
9-16     board and the trust company staff.
9-17           (b)  Insurance purchased or acquired by the trust company
9-18     under this section may:
9-19                 (1)  protect against any type of liability to third
9-20     persons that might be incurred while conducting trust company
9-21     business; and
9-22                 (2)  provide for all costs of defending against such
9-23     liability, including court costs and attorney's fees.
9-24           (c)  This section does not authorize the purchase or
9-25     acquisition of insurance to protect against liability not described
9-26     in Subsection (b).
 10-1          SECTION 8.  This Act takes effect September 1, 2001.