HomeMy WebLinkAboutAgr 2017-08-14 (ICMA) IC -RC GUIDED PATH S` MANAGED WOUNTS SERVICES AGREEMENT
-.I his Managed Accounts Services Agreement(`Agreement"), 20LI
,reement made as of the Aday
hereilr refb-red to as the "Ince &Ld I
ption,Datt?'),between the i TOM Urvyi (Tnq,1qyer'),a
organized and existing under the,laws of the State ofa[X with an office-,it
A State 'L
(Zi,P(,,v d e),and International City Count} Nfariagcment Association Retirement Corporation('ICMA-RC'),a Delaware corporation,is
to add the discretionary i rive.stment advisory services prograrn ("Managed Accounts")described in this Agreement as a discretionary asset
allocation and management service offered under}your employer sponsored retirement plan or plans("Plan").
RECITALS
Employer acts as,it public sponsor for a Plan with responsibility to obtain investment alternatives and services for entployces and former
employees participating in that Plan (each a"Participant"),,
ICINTA-RC,provides an array of services to public employers for the operation of employee retirement plans including, but not limited
to,investment advisory services,communications concerning investment alternatives,account maintenance,account record-keeping,
investment and tax reporting,transaction processing,benefit disbursement,and asset management.
Managed Accounts is a discretionary investment advisory service provided as part of ICMA-R(,'s Guided Pathways'program,a suite of
investment services designed to assist participants in reaching their retirement investing objectives,
`this Agreement adds Managed Accounts,a discretionary asset allocation investment advisory service, to Asset Class Guidance and
Fund Ads ice,already offered by.ICNMi RC and available to most participants.`fhese services,all of which are off-ered through the
Guided Pathways'platform,are intended to assist participants in reaching their retirement investing objectives.
ICIMA-RC is an investment adviser registered as such with the U.S.Securities and Exchange Commission ("SEC") under theInvestment
Advisers Act of 1940,as amended("Advisers Act").ICMA-RC Services,LLC(a wholly owned subsidiary of lCMA-RQ is registered as a
broker-dealer with the SEC and is a member in good standing with FINRA and the Securities Investor Protection Corporation ("SIPC").
AGREEMENTS
T. Investment Advisory Services
Each participant,beneficiary or alternate payee as permitted under the Plan (collectively,"Participants"),electing to have
investment advisory services provided by ICMA-RC must agree to the Investment Advisory Agreement("Participant Agreement"),
which describes the features of Managed Accounts and Fund Advice as well as the rights and responsibilities of the Participants
under the program.
Participants who are subject to any imposed frequent trading restrictions are not eligible to participate in Managed Accounts.
By entering into this Agreement,you acknowledge and agree that you have received and reviewed this Agreement and the
Participant Agreement, including the terms,conditions,and details of Managed Accounts described in those Agreements and that
as Plan Fiduciary you authorize ICMA-RC to offer and make available Managed Accounts to Participants in each of your
eligible ICMA-RC administered 4-57,401,and Payroll IRA Plans.Vantagecare Retirement Healtb Savings Plans and Plans
that do not meet core investment option asset category requirements(e.g.,ICMA-RC's standard 457 PTS Plan)are not
considered eligible plans.
Managed Accounts
Managed Accounts is a discretionary asset allocation and management sen ice designed for Participants who want to delegate
their individual Plan investment decisions to a financial expert. Participants are charged an asset-based fee for Managed Accounts.
See Section 5 below for applicable fees.The Managed Accounts fee covers only our advisory fee for allocating and reallocating
assets in participants,accounts and does not cover any other fees or expenses associated with these accounts including underlying
mutual fund arid plan administration fees.
Under Managed Accounts,a Participant authorizes ICMA-RC to exercise discretionary authority to allocate and reallocate the
assets in his or her Plan account or accounts among eligible Plan investments and implement individualized advice generated frorn
the investment methodologies and software created by Morningstar Investment Management LLC("Morningstar Investment
Management"),a leading provider of retirement advice and asset allocation strategies,Morningstar Investment lvlanatgement is a
federally registered investment adviser and a subsidiary of Morningstar Inc,,a leading world-wide provider of independent research
corrimitted to helping investors reach their financial goals. In providing such services Eo.ICMArRC,Morningstar Investment
Management acts as the Independent Financial Expert("IFE")as that term is used in Advisory Opinion 2001-09A issued by the
U.S. Department of Labor(the"DOL") (see Section 3,below).Based on information provided by the Participant about his or her
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financial condition and investment objectives,IC'MA-RC allocates the Participant's account according to the.applicable Morningstar
Investment Management model on a discretionary basis Nvithout seeking;the Participant's approval for each transaction.
'The entire account balance ofany account desig€rated for participation in Managed Accounts must be allocated to Managed
Accounts.
Participants must agree to provide financial and other information as reasonably requested by ICMA-RC;and to inform IC'NAA-RC
promptly of any changes in their circa€nstances in order to assist ICMA-RC;in the development and management of an investment
strategy that is suitable and:appropriate.ICMA-RC;will notify Participants annually to contact ICMA-RC regarding;any changes
in their financial situation,ernploymeur status or investment objectives arid whether Participants wish to impose any reasonable
restrictions ori their accounts which are riot fundamentally'inconsistent with their investment objectives or the nature or operation
of Managed.Accounts.KWA-RC personnel knowledgeable about the management of the Participant's account will be reasonably
available to respond to Participant's inquiries.Participants will receive quarterly statements consisting of all activity in their accounts,
including fees anti expenses as Zvell as the beginning;and ending value of the account for the relevant period,and will receive copies of
confirmations of any transactions in their accounts.
Initially and at least annually thereafter,Participants are given an opportunity to reviewanal confirm the accuracy and
completeness of the information upon which their advice is based.W'ben appropriate,but normally can a quarterly basis,
Morningstar Investment Management re-examines the model advice portfolio to determine if reallocation to a different model
advice portfolio is needed.If new model advice portfolio is needed,the Participant's Account(s)assets will be reallocated
and rebalanced to the neer model's target asset allocation.Quarterly,assuming a new model advice portfolio is not needed,
Morningstar Investment Management reviews the allocation of the Participant's Account(s)to determine if any fund deviates from
the recommended model advice portfolio by more than a pm-specified minimum percentage,which-,Nrould at no tinge be greater
than 3%,,If it does,ICM A-RC;will transfer assets among the currently designated funds to ensure the Participant's Account(s)
remain consistent with the target allocation of the model advice portfolio.
Because ICMA-RC.;Inas discretionary authority over rhe Participant's account under Managed Accounts,certain Participant-directed
account transactions otherwise available to the Participant,such as transfers ofexisting account balances and changes to future
contribution allocations,systematic or otherwise,will not be processed until the Participant has terminated participation in Managed
Accounts.Participants may terminate participation inManaged Accounts at any time at their discretion.
'Me Managed Accounts program does not provide advice for assets in self-directed brokerage accounts,certificates of deposits,
or certain other investment options.However,while onlylCMA.-RC advoinistered retirernent plan assets are managed,other
assets(i.e.,spousal assets, brokerage accounts,etc.)can be taken into consideration for the purpose of determining the appropriate
allocation for the retirement plan account to the extent that the Participant has provided information about such assets.
Certain investment options within your Plan may charge a redemption.fee on specific transactions.'transactions initiated
by ICMA-RC;under Managed Accounts may result in such redemption.fees being charged to Participants.Any applicable
redemption fees will be deducted directly from the Participants'accounts.
Managed Accounts may not be suitable for all investors. Participants should contact our Guided Pathways'team or their ICMA-
RC Retirement Plans Specialist and fully react the ICMA-RC Guided Pathways'I'ufad Advice and Managed Accounts Investment
Asdvisw•yAgreernent prior to enrolling;in Managed Accounts to determine if this service is right for there.
Asset Class Guidance and fund Advice
Bath Asset Class Guidance and Fund Advice are currently offered to most Participants. Riese services are offtired directly
through ICMA-RC in conjunction with Morningstar InvestmentManagei gent as the IPE.ICMA-RC applies rraethodologies
dei,elopedl. maintained and overseen by Marr hl gstar Investment M(aT of gement. Ile Plan is not charged any fldd tional fee or
tillowiiig these services to henOf
gyred to Participants.
Asset Class Guidance
Asset Class Guidance provides"point-in-time"asset allocation recommendations to Participants looking for assistance in selecting
their retirement plan investments.Asset Class Guidance does not provide fond.specific recommendations.`.l1€ese individualized
asset allocation recommendations from ICMA-RC may be provided through the internet,or by an ICMA-RC associate Over the
telephone. ICMA-RC:creates the asset allocation recommendations by applying methodology developed,n€aintained and overseen
by Morningstar Investment Management.
Asset allocation recommendations are based upon a wealth forecast that takes into account not only the Participant's Plan account
values and contribution rates,but also,to the extent provided by the Participant and relevant to the forecast,other assets field
by the Participant or the Participant's spouse or family member,arid personal information of the Participant- including but
not limited to,date of birth,anticipated or actual date of retirement,etc.'The wealth forecast reflects the results of Monte Carlo
sirnulations to determine the probable result of various account allocations,savings rates,etc.
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the Participant may elect whether to use this service,and.if so,when and how often to use it.`Ilse.Participant will be responsible
for implementing any asset allocation recantmendarions based on the ordinary means available under the Plait (i.e., transfer of
account balances),and for subsequent monitoring or review of the account and of the accuracy of inforination utilized in arriving
at the asset allocation recommendation.
Participants are not charged additional fees for using Asset Class Guidance under Guided Patlmays
Fund Advice
Fund Advice provides"point-in-ti.tue"individualized investment advice to Participants seeking assistance in selecting specific
retirement plan investments. Hund specific recommendations are constructed by Morningstar Investment Management from
among the investment options available in the Plan.Fund Advice may be provided through the Internet,or by an ICMA-RC
associate over the telephone.IC:MA-R(,;creates Fund Advice recommendations by,applying me.thodolog developed,maintained
and overseen by Morningstar Investment Management.The investmentadvice and fund specific:recommendations are constructed
by r�lorningstar Investment Management from the investment options available under the Plan and as selected by),on as the Platt
Sponsor,applied to the Participant's individual information and account.
Fund Advice is based upon a wealth forecast that takes into account not only the Participants Platt account values and
contribution rates,but also,to the extent provided by the Participant and relevant to the forecast,other assets held by the
Participant or. the Participant's spouse or family member,and personal information of the Participant- including but not limited
to,date of birth,anticipated or actual elate of retirement,etc.The wealth forecasts reflect the results of Monte.Carlo simulations to
determine the probable result of various account allocations,savings rates,etc.
The Participant may elect whether to use this service,and if so,when and how often to use it.The.Participant will be responsible
for implementing any advice or fund specific recommendations using rhe ordinary means available under the Plan(i.e., transfer of
account balances),and for subsequent monitoring or review of the account and of the information utilized in arriving ar the advice.
Participants using Fund Advice are responsible for supplying updated information when their personal circumstances or other
factors change.
ICMA-RC will charge a standard$20 annual fee to Participants using Fund Advice.I wvever,certain Participants,such as those
in the Premier Program;can utilize the Advice service for no charge.'Lire fixed.annual fee will be charged to the Participant's
account following enrollment and will entitle the Participant to use of the service for a twelve;-month period. For each succeeding
twelve-month period for which the Advice service is initiated or continued,the Participant will be required to re-enroll and pay the
annual fee in order to continue receiving the service.
Guided Path ways'allows Participants to directly implement recommended transactions(fund transfers and contribution
reallocations) in their ICIvIA-RC accounts.
2. Employer Acknowledgements Designations and Determinations
By entering into this Agreement,Employer determines that the compensation paid to ICrMA-RC by Participants forservices
under the Guided Pachways'program,including rhe.Managed Accounts services, taking;into accountany other compensation to
ICMA-RC or its affiliates for investments and services provided to Flan accounts,is reasonable in light of the investment advisory
services to be rendered.
Employer designates that rhe individual investment options offered to Participants under the Plan will be the sante investment
Options available to Participants selecting;Managed Accounts and Fund Advice.In making such a designation,you acknowledge
and agree to any limits on the investment options to'which the advice may apply,and to any limitations imposed by the investment
option or by the Plan.
If the VT Retirement IncomeAdvantage Fund is an available option in your Plan,the following;acknowledgments,representations,
and concdirions are applicable:
• 'Ihe IFF.may recommend that a portion.of a Participant's assets be invested in the VT Retirement.Inconae.Advantage Fund,a
VantageTrust.Fund that invests in a separate account under a group variable annuity issued by a Third-party insurance company.
A Guarantee Fee of 1,00%is assessed by the third-party insurance company=for the VT Retirement IncomeAdvaruage Fund
guarantees and is included along with other fund fees and expenses in the VT Retirement IncomeAdvantage Funds' net
expense ratio.Guarantees are based on the claims-paying ability of the third-party insurance company. These guarantees are
also subject to certain limitations,terms,and conditions. Rights to these guarantees may be impacted if: (1) a participant
makes any transfers,exchanges or withdrawals from the Fund(other than guaranteed withdrawals after lock-in);(2) you switch
retirement plan providers or remove the VT Retirement IncomeAdvantage Fund front the plan lineup;or(3) the VT Retirement
IncorneAdvarttage Fund or the group annuity contract in which it invests is terminated.
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* You understand that the VT Retirement Income Advantage Fund is an investment option for the Plan and that the.fund invests
in a separate account available through a group variable annuity contract. By entering into this Agreement,you acknowledge
that you have received and understand the following docurnents: 1) 1r7 Retireeacnt.Tireuntc lrizrzrrt e.nportant Considerations:
2).'lLking Sound Investment Decisions-A Retirement Investrrrent Guide;and 3)Retirement Investment Guide-Additional
hVr rmatiorn.These documents are also available online via Account Access Owwr,+Acnnarc.org) or by contacting ICMA-RC
investor Services at 800-669-7400,
Employer acknowledges that ICMA-RC or an.affiliate may be providing additional services,including investment,Plant
recordkeeping, Plan compliance,and other related Plan administrative services. However,the Employer retains its existing
responsibility for taking necessary steps to adopt,amend and maintain.the qualification of the Plan.
3, Prohibited Transactions
Although your Plan,as a governmental plan,is not subject to all the requirements of.ERISA,under. ERISA certain types of
transactions are prohibited,including,generally,the provision of investment advice by an entity or an individual that is providing;
other services to the Plan for compensation.
the DOI.issued Advisory Opinion. 2001-09A("Advisory Opinion') to Su Annerica Retirement Markets,Inc. ("Sun.America")on
December 14,2001.The Advisory Opinion provides that investnnent advice based on a computer program controlled by an IFE
and delivered to a Participant by an organization or adviser that is also providing;plan investments from which it receives income,
will not constitute a prohibited transaction if certain requirements are met.'Ihe DOL issued the Advisory Opinion in response
to a request for a prohibited transaction exemption("PTE")by SunAmerica.ICMA-RC has entered into in agreement with
Morningstar Investment Management to provide the type of services described in the SunArrrtrica PTE request and the Advisory
Opinion.ICMA-RC;is already providing services to your Plan'.Which may include enrollment and contribution processing,Plan
recordkeeping and compliance,education and zither services,including mutual funds advised or sub-advised by ICMA-RC or an
affiliated adviser which may be included as eligible Plan investments.. By executing this Agreement,you are authorizing ICMA-.RC
to provide investritent advisory services under Managed Accounts.
Managed Accounts may be provided through the Internet,on paper,or by an ICMA-RC;associate over the telephone.ICMA-RC
associates will continue to provide many of the same Plan and investment services to the Plan or Participants that her or she would
otherwise provide,in the absence of Managed Accounts.However,pursuant to the Advisory Opinion,ICMA-RC associates
will present the advice as determined under the investment methodologies and software developed by Morningstar Investment
Management and may not alter that advice.
4. Investment Advice Process
From the investment options available to Plan Participants,Morningstar Investment Management will select the funds to be
included in the model advice portfolios under Managed Accounts.
To be eligible for Managed Accounts or Fuad Advice,the Plan must at all times provide investment options which cover
the following required asset categories as determined by Morningstar Investment Managernent:US Fined Income(Cash,US
Short-terra Bonds or US Bonds), US Equity,and International Equity.Morningstar Investment Management,as the IFE,is
solely responsible for determining the adequacy of the Plan's exposure to the required asset categories. IGMA-RC will notify
you if available investment options under your Plan fail to include one or more asset categories required for construction of the
Morningstar Investment Management model portfolios.
On an ongoing;.oasis,Morningstar Investment Management will monitor the asset class portfolios and the individual investment
options included in the model portfolios,and make changes as appropriate.With certain exceptions,any recornmended changes
arising from such monitoring will generally be implemented not more frequently than quarterly.
Participants with multiple ICNIA-RC-administered.accounts under the sante Employer Plan and/or multiple ICMA-RC-
administered accounts with different Employer Plans,have the option of individually selecting the accounts to which Managed
Accounts will be applied.
Each Participant enrolling in Managed Accounts will be assigned to one of a fixed number of model advice portfolios based upon
the information provided to ICMA-RC by the Plan and the Participant.As described in die Participant Agreement,a minimum set of
data items will be required.in order to assign.the Participant to a model portfolio.These include gender,date of birth,marital status,
employment status,salary,retirement plan account balances,current retirement plan savings rate,desired replacement retirement
income,and desired probability of meeting or exceeding desired replacement retirement income.
Certain required information on Participant accounts is automatically pre-populated to Managed Accounts by lCMA-RC.
Participants are responsible for providing any other required or non-required information,although"default"assumptions may be
used for certain information.
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Additional infornnation can be provided, by the Plant or the Participant,to further assist in the selection of the appropriate
model advice portfolio,inc.ludinb additional information about the.Participant and/or the Participant's spouse and/or farni.ly,if
applicable.this additional information can include,but is riot limited to:
• Outside Plan Assets-Account informatiorn on non-ICMA-RC defined contribution retireirient and,non-retirement accounts
(i.e.,401 and 457 plans,savings,retail brokerage),and other account information including;but not limited to:account type;
account name;account balance;account holdings;etc.
• Retirement Plan Loans:Details ori outstanding;retirement plan loans including but not limited to:maturity date;
outstanding;loan balance,repayment amount;interest rate; repayment frequency.etc.
• Cash Flow-Details on non-retirement plan cash flows including but not limited to:received inheritance or college tuition
costs;cash flow type(income or expense);amount;college cast beginning year;college cost ending year;etc.
• Other Benefits/Retirement Plan Information:Including but not limited to:infornnation ori defined benefit pension plans or
social Security;start age;pension monthly payment;social security irronthly estimate;etc.
• Information About Your Spouse's Personal and Financial Situations: Including but not limited to:Information ori your
spouse and his/her retirement and non-retirement accounts,date of birth;annual savings rate;salary;account type;account
name;account balance;account holdings;etc.
Participants will be permitted to enroll in Managed Accounts at any tinge. Hovvcver, iffa Participant previously terminated the
service with respect to a Plan,he or she must wait at least until the next calendar quarter before re-enrolling;in the service for
that Plan and may not enroll more than two times in any 12-month.period.
Upon enrollment in Asset Class Guidance or Fund Advice,a Plan Participant may use these services as often as desired,in
the manner(and subject to any limitations)described in the Participant Agreement or'l erms and Conditions document.A
Participant enrolling in Managed Accounts or Advice will receive a statement summarizing rhe data provided to ICMA-RC;
that was used to formulate the advice,and if accessing the service over the Internet,will be given an opportunity to correct or
modify that data before the service is initiated.'Thereafter, the Participant can revise,add,or change his or her data at any ti.nne.
Participants enrolled in Managed Accounts will be contacted at least annually regarding;this information,and may speak with.
an ICMA-RC associate at any time.When appropriate,but normally on a quarterly basis,Morningstar Investment Management
re-examines the model advice portfolio to determine if a reallocation to a different model advice portfolio is needed.If a new
model advisee portfolio is needed,the Participant's Account(s)assets will be reallocated and rebalanced to the nese models target
asset allocation.Quarterly,assuming a new model advice portfolio is not needed, Morningstar Investment Management reviews
the allocation of the Participant's.Account(s)to determine if any fund deviates from the reconsmended model advice portfolio by
more than a pre specified minimum percentage,which would at no time be greater than 3%.If it does,ICM.A-RC will transfer
assets among the currently designated funds to ensure the Participant's Account(s) remain consistent with the target allocation
of the model advice portfolio.Participants are responsible for contacting;ICMA-RC:with any new or revised information that
may warrant an additional review of the account.Allocation or reallocations may be limited by the Plan or by the underlying;
investment.Such limitations will be taken into account by Morningstar Investment Management in the developnrtent and.
implenaencation of the advice.
5. Participant Casts
Participants who enroll in Managed Accounts are assessed an asset based fee chat is charged on a monthly basis based ori the
month-end average daily account balance in Managed Accounts.The Managed Accounts fee will be calculated as a percentage
of the account value and applied to the account as a fixed dollar amount.The Managed Accounts fee covers only out advisory
fee for allocating and reallocating assets in participants'accounts and does not cover any other fees or expenses associated with
these accounts including;underlying mutual fund and plan administration fees.' lie standard Managed Accounts Fee Schedule
is presented below and is also detailed in the Participant Agreement.
First$.100,000 O j0%a
Next$100,000 035%
Next$30MOO 0.25%
Over$500,000 0.00%(no additional fee charged)
The Managed Accounts Fee will be deducted pro rata against all investments in any account included in Managed Accounts.
5 ICMA-RC
Employer hereby directs that these coo be withdrawn from Participant accounts.You will be provided at least 90 days'advance written
notice of any change in the rate of fees assessed tea Participant accounts.Fees will be assessed to Parricipant accounts on a pro-rata basis
arnong investments.'There is no cost assesses(to the.Employer or the Plats for offering Managed Accounts.
ICMA-RC will charge a standard$20 annual fee to Participants using Fund Advice.I-Iowc ver, certain participants,such as
chose in the Premier Program",can utilize the Fund Advice service for no charge."I-he fixed,annual fee will be chargers to the
Participant's account following enrollment and will entitle the Participant to use of the service for a twelve-month period.For each
succeeding twelve-month period for}shish the Advice service is initiated or continued,the Participant will be required to re-enroll
and pay the annual fee in order to continue receiving the service.
Participants are not charged any additional fees for using Asset Class Guidance under Guided Pathways,
6. No Guarantee
Employer understands,acknowledges and accepts that the advice provided hereunder relies on historical performance and rather
data,all of which have limitations.Past performance of investments is no guarantee of ftrtare resulm Jhe analysis and advice
provided depends upon a number of factors,including the information provided by the Participant,various assumptions and
estimates and other considerations.As a result,the wealth forecast developed and advice and recommendations provided are no
guarantees that a Participant will achieve his or her retirement goals or anticipated returns.You understand that there remains a
risk of loss within eligible investment options.
7. Form ADV
Pnrt2A oflCMA-RC's Evart ADV("Brochure"),a portion of ICMA-RC 's SEC.adviser registration statement,contains additional
information about ICMA-RC and our advisory services. By entering into this Agreement,you represent that you have received and
reviewed a copy of the.Brochure.
8. Limitation of Liability
You understand and agree that there is no guarantee that the recommendations made by ICMA-RC.pursuant to the investment
methodologies and software developed by Morningstar Investment Management will be successful.Nor can ICNIA-RC ensure
that a Participant will achieve his or her retirement foals or anticipated returns.You acknowledge that the outcome of the Guided
Pathways services calculations are estimates only,and there is no guarantee of the future financial performance of Participant
investments or that Participants will meet their desired goal(s).
You agree,understand and acknowledge that the advice is based can the responses provided and other information furnished to us
by Participants through Guided Pathways and.Managed Accounts and updated as necessary. ICMA-RC shall not be liable for any
misstatement or omission contained in the information furnished to us,or any loss,liability,claim damage or expense whatsoever
arising out of or attributable to such misstatement or omission.Nothing in this section shall be construed.as a waiver of any rights
Employer or Participants may have under common lays, the Advisers Act,or any other federal or state securities or retirement laws.
ICMA-RC is not responsible for providing and maintaining the communications and equipment(including personal computers
and modems)and.telephone or alternative services required for accessing and utilizing electronic or automated.services,or for
communications service fees and charges incurred by the Participant in accessing these services.
9. Assignability
`This Agreement shall nor be assignable by any party wirhour the prior written consent of the other party.
10. Term and Termination of Managed Accounts Service
'Ibis Agreement shall be in effect and commence on the date all parties have signed and executed this Agreernenr(".Inception Date").
`.This Agreement will be renewer[automatically for each succeeding year unless GO bays'advance written notice of termination is
provided by either party to the other,provided however that sortie or all of the notice period may be waived upon a demonstration that
only an earlier termination will comply with the independent fiduciary's fiduciary duty.
Employer may terminate the services at any time for all Participants,subject to a reasonable advance written notice requirement
consistent with applicable law.Such ternai.nation shall be effective as soon as reasonably practicable thete.after.
A Participant may terminate the Managed Accounts service%vith respect to his or her account(s) at any time.
During the term of this agreement,ICMA-RC reserves the right to replace ltlorningstar Investment IManagement as rhe IFE in its
sole discretion. In the event ICMA-RC is unable to contract with a suitable.replacement IFI;,this Agreement shall automatically
terminate upon written notice from ICMA-RC to the Employer.
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11. Extraordinary Events
ICMA-RC shall not be liable for kiss caused directly or indirectly by j coverrlraental restrictions,exchange or market rulings,
suspension of trading,roar,strikes,or other conditions beyond our control.We shall not be responsible for, kiss or damages caused
by equipment failure,communications lines failure,unauthorised access, theft,systems failure and other consequences beyond
our control.
12. Privacy
Protection of Nonpublic Personal Information. ICIrIA-RC is subject to various privacy requirements for rhe protection of
its clients tinder the Gramm-Leach-Bliley Act("GLSA")and regulations promulgated pursuant to ELBA.
Definition of Nonpublic Personal Information. Nonpublic personal information of customers or consumers("NPI")
includes,but is not limited to, flames,addresses,account balances, account numbers,account activity,Social Security numbers,
taxpayer identification.numbers,and sensitive, financial and health information. NPI includes information.on.our forms or in a
database of any kind,in Formation created by us,information collected by or on behalf of us and personally identifiable information
derived frons.NPI.
Disclosure and Use of NPL.All N.PI that ICMA-RC obtains as a result of offering these services to your Participants shall not
be used,disclosed,reused,or redisclosed to any unaffiliated third parry,except to carry Out the purposes for which the information
was disclosed.
ICMA-RC shall.be permitted to disclose relevant aspects of the NI'I to its officers,agents,subcontractors,independent financial
expert and employees only to the extent that such disclosure is reasonably necessary for the performance of its duties and
obligations under the Agreement.
`The obligations of this Section shall not restrict any disclosure by ICINTA-RC pursuant to any applicable state or federal laws or
regulations,or by request or order of any court or government agency.
Security of NPI. ICMA-RI,further agrees that it has established and maintains policies and procedures designed to ensure the
confidentiality and security of NPI.This shall include procedures to protect against anticipated threats Or hazards to the security or
integrity of the information and unauthorized access to or use of the information.
13. Notices
All notices required to be delivered.under Section IO of this Agreement shall be delivered personally or by registered or certified
mail,postage prepaid, return receipt requested, to(i)Legal Department,ICMA Retirement Corporation,777 North Capitol
Street,N.E.,Suite 600,Washington,D.C., 20002-4240;(ii)Employer at the office set forth in the first paragraph hereof,or to any
other address designated by the party to receive the same by written notice similarly liven.
14. Complete Agreement and Amendments
`This Agreement shall constitute the complete and full understanding and sole agreement between ICivI.A-RC and.Employer relating to
the object of this Agreement and correctly sets forth the complete rights,duties and obligations of each party to the other as of its date.
This Agreement supersedes all written and oral agreements,communications or negotiations among the parties.Any prior agreements,
promises,negotiations or representations,verbal or othenvise, not expressly set forth in this Agreement are of no force and effect.-his
Agreement may only be amended in writing with the consent of both parries.
15. Tines
-he headings of Sections of this Agreement and the headings for each of the attached schedules are for convenience only and do
not define or limit the contents thereof.
16. Incorporation of Schedules
All Schedules(and any subsequent amendments thereto),attached hereto,and referenced herein,are hereby incorporated within
this Agreement as if set forth fully herein.
17. Governing Law
`This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,applicable to contracts
made in that jurisdiction without reference to its conflicts of laws provisions.
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1CMA-R,,C./"/1`
BURDING PUBLIC SMOR
RETIRIMENI SHURITY I(MA-R( MANAGED WOUNTS SERCES AGREEMENT SIGNATURE PAGE
Please retain the entire copy of the Managed Accounts Services Agreement,including a copy of the signature page, for your records.
In Witness Whereof, the parties hereto certify that the),have read and fully understand the complete 1(',MA-RC
MawagedAccounts Services Agreement and have caused the ICNIA-RC Managed Accounts Services Agreement to be
executed by their duly authorized officers as of the Date below. BY signing this Agreement,you authorize ICMA-RC
to offer and make available Managed Accounts to Participants in each of your eligible ICMA-RC administered 457,
401, and Payroll IRA plans.
EMPLOYER
By Town of Tc6urcn
Employer/Plan Name
Employer Signature Dace
�6ai ?)w -bi rccby of Ad MiVV&w-'fkVn 95ffcs
Name and Title(tkse Print)
j�M Cr05, TLburm )Iyd IOU q I L.I49 20
Street Address City and State
1CMA-RC;457 and 401 Plan Number(s)
INTERNATIONAL CITY COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION
By
Erica McFarquhar
Assistant Corporate Secretary
Please return fully executed Signature page to:
New Business Unit
lCMA-RC
777 North Capitol Street,NE
Suite 600
Washington,DC 20002-4240
BRCOOO-170-25546-121475238-879
Managed Accounts Service Agreement 8 l( MA-RC