BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc.,
Cantor Fitzgerald, L.P. and Their Affiliates
Notes to Financial Statements
As of December 31, 2018 and 2017, and for the Year Ended December 31, 2018
The following description of the BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates (the
Plan), provides general information concerning the Plan. Participants should refer to the Plan document and the Plans summary plan description for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan, which is subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA). The Plan is
co-sponsored
by Cantor Fitzgerald, L.P. (CFLP) and BGC Partners, Inc. (BGC Partners). CFLP and BGC Partners, as well as their
participating domestic affiliates, are collectively referred to as the Company.
The trustee for the Plan is AdvisorTrust, LLC
(AdvisorTrust). AdvisorTrust uses TD Ameritrade, Inc. (TD Ameritrade) to provide custody of assets, trading, income collection, contribution deposit processing and paying agent services. The trustee is legally responsible for
maintaining the assets of the Plan, making distribution payments as directed by the Company and generally performing all other acts deemed necessary or proper to fulfill its responsibility as set forth in the trust agreement pertaining to the Plan.
Professional Capital Services, LLC is the Plans recordkeeper.
Committees
The Plan is supervised by an Administrative Committee
and an Investment Committee. Both committees are comprised of the same six members who are all employees of the Company.
The Administrative Committee has
the authority, in its sole discretion, to interpret the Plan, to develop rules and regulations, to carry out the provisions of the Plan, to make factual determinations, and to resolve questions relating to eligibility for and the amount of benefits.
The Investment Committee has the authority to make and deal with any investment in any manner consistent with the Plan that it deems advisable. The
Investment Committee is assisted by an independent, registered investment advisor, Brinker Capital, Inc. (Brinker), in managing the overall investment process and supervision of the Plans investments. Brinker acts as an investment
fiduciary and investment manager in accordance with ERISA Section 3(38). Representatives of Brinker and PCS attend the quarterly Investment Committee meetings.
Eligibility
All employees of the Company are eligible to participate in the Plan upon hire and upon reaching the age of 21, except for
temporary or casual employees unless they have completed 1,000 hours within 12 months, individuals classified by the Company as independent contractors, leased employees, employees covered under a collective bargaining agreement and
non-resident
aliens who receive no earned income from U.S. sources. Eligibility begins the first day of the following month after these requirements are met.
Plan Amendments
On September 7, 2018, the Plan was amended to address the treatment of missing participants or uncashed benefit
payment checks (see
Forfeitures
below for more information). As described below, the Plan was also amended on November 29, 2018 in anticipation of the
spin-off
of Newmark Group, Inc. by
BGC Partners, Inc.
Spin-Off
of Newmark Group Inc
.
Effective November 30, 2018
(the Spin Date), BGC Partners completed its distribution (the
Spin-Off)
of all of the shares of common stock of Newmark Group Inc. (Newmark) owned by BGC Partners to its
stockholders. As a result, on the Spin Date, each share of BGC Partners common stock in the BGC Partners Stock Portfolio received a certain number of shares of Newmark common stock. Effective on the Spin Date, the Plan will maintain an investment
fund to hold the Newmark common stock (the Newmark Fund). Also effective on the Spin Date, Newmark shall be a Participating Employer in the Plan. Per the BGC Partners, Inc. Deferral Plan Discretionary-Trustee Agreement, dated
November 28, 2018, Advisor Trust was appointed the Discretionary Trustee. The Discretionary Trustee has been engaged to monitor the BGC Partners Stock Portfolio and the Newmark Fund. The Discretionary Trustee will take such actions
as it deems necessary and prudent under ERISA with respect to the BGC Partners Stock Portfolio and Newmark Fund under the Plan.
Newmark Fund
As described above, effective as of the Spin Date, the Plan maintains an investment fund known as the Newmark Fund, which holds the Newmark common stock received by the Plan from the
Spin-Off.
Each participant who was invested in the BGC Partners Stock Portfolio on the Spin Date has an interest in the Newmark Fund based upon their relative investment in the BGC Partners Stock Portfolio on the Spin Date. While each participant with an
interest in the Newmark Fund has the right to liquidate their investment in the Newmark Fund (pursuant to the rules and procedures established by the Administrative Committee), no new investments can be made in the Newmark Fund. No dividends paid on
the Newmark common stock in the Newmark Fund may be reinvested in additional interests in the Newmark Fund. Such dividends will be invested in the Brinker ETF Strategy, until such time as the participant modifies their investment direction.
Participants in the Newmark Fund have one year from the Spin Date to liquidate their holdings in the Newmark Fund and redirect their funds to another investment fund.
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